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:                               07/01/2004-06/30/2004

Item 1.           Proxy Voting Record




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

ICA File Number: 811-02306
Reporting Period: 07/01/2004 - 06/30/2005
Oppenheimer Growth Fund









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


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vance D. Coffman           For       For        Management
1.2   Elect Director Rozanne L. Ridgway         For       For        Management
1.3   Elect Director Louis W. Sullivan          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Eliminate Animal Testing                  Against   Abstain    Shareholder
5     Implement China Principles                Against   Abstain    Shareholder


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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 22, 2005   Meeting Type: Annual
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.S. Daley                 For       For        Management
1.3   Elect Director H.L. Fuller                For       For        Management
1.4   Elect Director R.A. Gonzalez              For       For        Management
1.5   Elect Director J.M. Greenberg             For       For        Management
1.6   Elect Director J.M. Leiden                For       For        Management
1.7   Elect Director D.A.L. Owen                For       For        Management
1.8   Elect Director B. Powell Jr.              For       For        Management
1.9   Elect Director A.B. Rand                  For       For        Management
1.10  Elect Director W.A. Reynolds              For       For        Management
1.11  Elect Director R.S. Roberts               For       For        Management
1.12  Elect Director W.D. Smithburg             For       For        Management
1.13  Elect Director J.R. Walter                For       For        Management
1.14  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Link Executive Compensation to Government Against   Against    Shareholder
      Fines
4     Performance- Based/Indexed Options        Against   For        Shareholder
5     Eliminate Animal Testing                  Against   Abstain    Shareholder
6     Report on Political Contributions         Against   Abstain    Shareholder
7     Report on Operational Imact of HIV/AIDS,  Against   Abstain    Shareholder
      TB, and Malaria Pandemic
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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ACCENTURE LTD BERMUDA

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 2, 2005    Meeting Type: Annual
Record Date:  DEC 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joe W. Forehand           For       For        Management
1.2   Elect  Director Blythe J. Mcgarvie        For       For        Management
1.3   Elect  Director Sir Mark Moody-Stuart     For       For        Management
2     APPROVAL OF BYE-LAW AMENDMENTS TO         For       For        Management
      RELOCATE INTO THE BYE-LAWS EXISTING
      CONTRACTUAL RESTRICTIONS APPLICABLE TO
      CLASS A COMMON SHARES OF PARTNERS AND
      FORMER PARTNERS BENEFICIALLY OWNED BY
      THEM PRIOR TO ACCENTURE S INITIAL PUBLIC
      OFFERING.
3     Ratify Auditors                           For       For        Management


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol Mills               For       For        Management
1.2   Elect  Director Colleen M. Pouliot        For       For        Management
1.3   Elect  Director Robert Sedgewick          For       For        Management
1.4   Elect  Director John E. Warnock           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Expense Stock Options                     Against   For        Shareholder
5     Review/Limit Executive Compensation       Against   Against    Shareholder
6     Ratify Auditors                           For       For        Management


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AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  FEB 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director John Shelby Amos II       For       For        Management
1.3   Elect  Director Michael H. Armacost       For       For        Management
1.4   Elect  Director Kriss Cloninger III       For       For        Management
1.5   Elect  Director Joe Frank Harris          For       For        Management
1.6   Elect  Director Elizabeth J. Hudson       For       For        Management
1.7   Elect  Director Kenneth S. Janke Sr.      For       For        Management
1.8   Elect  Director Douglas W. Johnson        For       For        Management
1.9   Elect  Director Robert B. Johnson         For       For        Management
1.10  Elect  Director Charles B. Knapp          For       For        Management
1.11  Elect  Director Hidefumi Matsui           For       For        Management
1.12  Elect  Director E. Stephen Purdom, M.D.   For       For        Management
1.13  Elect  Director Barbara K. Rimer, Ph.D.   For       For        Management
1.14  Elect  Director Marvin R. Schuster        For       For        Management
1.15  Elect  Director David Gary Thompson       For       For        Management
1.16  Elect  Director Tohru Tonoike             For       For        Management
1.17  Elect  Director Robert L. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management


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AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 1, 2005    Meeting Type: Annual
Record Date:  JAN 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Heidi Kunz                For       For        Management
1.2   Elect  Director David M. Lawrence, M.D.   For       For        Management
1.3   Elect  Director A. Barry Rand             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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AMDOCS LIMITED

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 20, 2005   Meeting Type: Annual
Record Date:  NOV 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bruce K. Anderson         For       For        Management
1.2   Elect  Director Adrian Gardner            For       For        Management
1.3   Elect  Director Dov Baharav               For       For        Management
1.4   Elect  Director Julian A. Brodsky         For       For        Management
1.5   Elect  Director Charles E. Foster         For       For        Management
1.6   Elect  Director Eli Gelman                For       For        Management
1.7   Elect  Director James S. Kahan            For       For        Management
1.8   Elect  Director Nehemia Lemelbaum         For       For        Management
1.9   Elect  Director John T. Mclennan          For       For        Management
1.10  Elect  Director Robert A. Minicucci       For       For        Management
1.11  Elect  Director Simon Olswang             For       For        Management
1.12  Elect  Director Mario Segal               For       For        Management
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS FOR FISCAL YEAR 2004.
3     RATIFICATION AND APPROVAL OF ERNST &      For       For        Management
      YOUNG LLP AND AUTHORIZATION OF AUDIT
      COMMITTEE OF BOARD TO FIX REMUNERATION.


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AMERADA HESS CORP.

Ticker:       AHC            Security ID:  023551104
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edith E. Holiday           For       Withhold   Management
1.2   Elect Director John  J. O' Connor         For       Withhold   Management
1.3   Elect Director F. Borden Walker           For       Withhold   Management
1.4   Elect Director Robert N. Wilson           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       Withhold   Management
1.2   Elect  Director Charlene  Barshefsky      For       Withhold   Management
1.3   Elect  Director William G. Bowen          For       Withhold   Management
1.4   Elect  Director Ursula M. Burns           For       Withhold   Management
1.5   Elect  Director Kenneth I. Chenault       For       Withhold   Management
1.6   Elect  Director Peter R. Dolan            For       Withhold   Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       Withhold   Management
1.8   Elect  Director Jan  Leschly              For       Withhold   Management
1.9   Elect  Director Richard A. McGinn         For       Withhold   Management
1.10  Elect  Director Edward D. Miller          For       Withhold   Management
1.11  Elect  Director Frank P. Popoff           For       Withhold   Management
1.12  Elect  Director Robert D. Walter          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Company-Specific--Compensation-Related    Against   Against    Shareholder
4     Report on Political Contributions         Against   Abstain    Shareholder


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. David Baltimore       For       Withhold   Management
1.2   Elect  Director Ms. Judith C. Pelham      For       Withhold   Management
1.3   Elect  Director Mr. Kevin W. Sharer       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Eliminate Animal Testing                  Against   Abstain    Shareholder
4     Review/Limit Executive Compensation       Against   Against    Shareholder
5     Adopt Retention Ratio for Executives      Against   For        Shareholder


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APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Steven Farris          For       For        Management
1.2   Elect  Director Randolph M. Ferlic        For       For        Management
1.3   Elect  Director A.D. Frazier, Jr.         For       For        Management
1.4   Elect  Director John A. Kocur             For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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APPLE COMPUTER, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred D. Anderson          For       For        Management
1.2   Elect  Director William V. Campbell       For       For        Management
1.3   Elect  Director Millard S. Drexler        For       For        Management
1.4   Elect  Director Albert A. Gore, Jr.       For       For        Management
1.5   Elect  Director Steven P. Jobs            For       For        Management
1.6   Elect  Director Arthur D. Levinson        For       For        Management
1.7   Elect  Director Jerome B. York            For       For        Management
2     Approve Executive Incentive Bonus 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
6     Performance- Based/Indexed Options        Against   Abstain    Shareholder


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AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Bartz            For       For        Management
1.2   Elect  Director Mark A. Bertelsen         For       For        Management
1.3   Elect  Director Crawford W. Beveridge     For       For        Management
1.4   Elect  Director J. Hallam Dawson          For       For        Management
1.5   Elect  Director Michael J. Fister         For       For        Management
1.6   Elect  Director Per-Kristian Halvorsen    For       For        Management
1.7   Elect  Director Steven L. Scheid          For       For        Management
1.8   Elect  Director Mary Alice Taylor         For       For        Management
1.9   Elect  Director Larry W. Wangberg         For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Approve Increase in Common Stock and a    For       For        Management
      Stock Split
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


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AUTOLIV INC.

Ticker:       ALV            Security ID:  052800109
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sune Carlsson             For       Withhold   Management
1.2   Elect  Director S. Jay Stewart            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUL 1, 2004    Meeting Type: Annual
Record Date:  MAY 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Warren Eisenberg          For       For        Management
1.2   Elect  Director Victoria A. Morrison      For       For        Management
1.3   Elect  Director Stanley Barshay           For       For        Management
1.4   Elect  Director Fran Stoller              For       For        Management
1.5   Elect  Director Jordan Heller             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Glass Ceiling                             Against   Abstain    Shareholder
5     Adopt Retention Ratio for Executives      Against   Abstain    Shareholder


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BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald James              For       For        Management
1.2   Elect  Director Elliot S. Kaplan          For       For        Management
1.3   Elect  Director Matthew H. Paull          For       For        Management
1.4   Elect  Director Richard M. Schulze        For       For        Management
1.5   Elect  Director Mary A. Tolan             For       For        Management
1.6   Elect  Director Hatim A. Tyabji           For       For        Management
2     Ratify Auditors                           For       For        Management


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BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George L. Farinsky        For       Withhold   Management
1.2   Elect  Director John Major                For       Withhold   Management
1.3   Elect  Director Scott A. McGregor         For       For        Management
1.4   Elect  Director Alan E. Ross              For       For        Management
1.5   Elect  Director Henry Samueli, Ph.D.      For       For        Management
1.6   Elect  Director Robert E. Switz           For       Withhold   Management
1.7   Elect  Director Werner F. Wolfen          For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Link Executive Compensation to Social and Against   For        Shareholder
      Financial Issues


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CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 13, 2005   Meeting Type: Annual
Record Date:  FEB 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Amb Richard G. Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Richard J. Glasier        For       For        Management
1.8   Elect  Director Baroness Hogg             For       For        Management
1.9   Elect  Director A. Kirk Lanterman         For       For        Management
1.10  Elect  Director Modesto A. Maidique       For       For        Management
1.11  Elect  Director John P. Mcnulty           For       For        Management
1.12  Elect  Director Sir John Parker           For       For        Management
1.13  Elect  Director Peter G. Ratcliffe        For       For        Management
1.14  Elect  Director Stuart Subotnick          For       For        Management
1.15  Elect  Director Uzi Zucker                For       For        Management
2     TO APPROVE THE AMENDED AND RESTATED       For       For        Management
      CARNIVAL CORPORATION 2001 OUTSIDE
      DIRECTOR STOCK PLAN.
3     TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE For       For        Management
      SHARE PLAN.
4     TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE For       For        Management
      STOCK PURCHASE PLAN.
5     Ratify Auditors                           For       For        Management
6     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE THE REMUNERATION OF
      THE INDEPENDENT AUDITORS.
7     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED
      NOVEMBER 30, 2004.
8     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
9     TO APPROVE LIMITS ON THE AUTHORITY TO     For       For        Management
      ALLOT SHARES BY CARNIVAL PLC.
10    TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC.
11    TO APPROVE A GENERAL AUTHORITY FOR        For       For        Management
      CARNIVAL PLC TO BUY BACK CARNIVAL PLC
      ORDINARY SHARES IN THE OPEN MARKET.


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CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 15, 2005   Meeting Type: Annual
Record Date:  APR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Jackson           For       For        Management
1.2   Elect  Director Sol J. Barer, Ph.D.       For       For        Management
1.3   Elect  Director Robert J. Hugin           For       For        Management
1.4   Elect  Director Jack L. Bowman            For       For        Management
1.5   Elect  Director Frank T. Cary             For       For        Management
1.6   Elect  Director Michael D. Casey          For       For        Management
1.7   Elect  Director Arthur Hull Hayes, Jr.,   For       For        Management
      M.D.
1.8   Elect  Director Gilla Kaplan, Ph.D.       For       For        Management
1.9   Elect  Director Richard C.E. Morgan       For       For        Management
1.10  Elect  Director Walter L. Robb, Ph.D.     For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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CHICO

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 21, 2005   Meeting Type: Annual
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marvin J. Gralnick        For       For        Management
1.2   Elect  Director John W. Burden, III       For       For        Management
1.3   Elect  Director Stewart P. Mitchell       For       For        Management
1.4   Elect  Director David F. Walker           For       For        Management
2     Ratify Auditors                           For       For        Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 18, 2004   Meeting Type: Annual
Record Date:  SEP 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Bartz            For       Withhold   Management
1.2   Elect  Director M. Michele Burns          For       Withhold   Management
1.3   Elect  Director Larry R. Carter           For       Withhold   Management
1.4   Elect  Director John T. Chambers          For       Withhold   Management
1.5   Elect  Director Dr. James F. Gibbons      For       Withhold   Management
1.6   Elect  Director Dr. John L. Hennessy      For       Withhold   Management
1.7   Elect  Director Roderick C. McGeary       For       Withhold   Management
1.8   Elect  Director James C. Morgan           For       Withhold   Management
1.9   Elect  Director John P. Morgridge         For       Withhold   Management
1.10  Elect  Director Donald T. Valentine       For       Withhold   Management
1.11  Elect  Director Steven M. West            For       Withhold   Management
1.12  Elect  Director Jerry Yang                For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Pay Disparity                   Against   Abstain    Shareholder


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COGNIZANT TECHNOLOGY SOLUTIONS CORP.

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 14, 2005   Meeting Type: Annual
Record Date:  APR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Howe            For       For        Management
1.2   Elect  Director Robert E. Weissman        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jill K. Conway             For       Withhold   Management
1.2   Elect Director Ronald E. Ferguson         For       Withhold   Management
1.3   Elect Director Ellen M. Hancock           For       Withhold   Management
1.4   Elect Director David W. Johnson           For       Withhold   Management
1.5   Elect Director Richard J. Kogan           For       Withhold   Management
1.6   Elect Director Delano E. Lewis            For       Withhold   Management
1.7   Elect Director Reuben Mark                For       Withhold   Management
1.8   Elect Director Elizabeth A. Monrad        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
5     Review/Limit Executive Compensation       Against   Against    Shareholder


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COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: JUN 1, 2005    Meeting Type: Annual
Record Date:  MAR 24, 2005

#     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 L. Castle, II      For       For        Management
1.7   Elect  Director Joseph J. Collins         For       For        Management
1.8   Elect  Director J. Michael Cook           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 Dr. Judith Rodin          For       For        Management
1.12  Elect  Director Michael I. Sovern         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Report on Political Contributions         Against   Abstain    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
7     Approve Recapitalization Plan             Against   Against    Shareholder


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COMMERCE BANCORP, INC.

Ticker:       CBH            Security ID:  200519106
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vernon W. Hill, Ii        For       For        Management
1.2   Elect  Director Jack R Bershad            For       For        Management
1.3   Elect  Director Joseph E. Buckelew        For       For        Management
1.4   Elect  Director Donald T. Difrancesco     For       Withhold   Management
1.5   Elect  Director Morton N. Kerr            For       For        Management
1.6   Elect  Director Steven M. Lewis           For       For        Management
1.7   Elect  Director John K. Lloyd             For       For        Management
1.8   Elect  Director George E. Norcross, III   For       For        Management
1.9   Elect  Director Daniel J. Ragone          For       For        Management
1.10  Elect  Director Wm. A. Schwartz, Jr.      For       For        Management
1.11  Elect  Director Joseph T. Tarquini, Jr.   For       For        Management
1.12  Elect  Director Joseph S. Vassalluzzo     For       For        Management
2     Ratify Auditors                           For       For        Management


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COMPUTER ASSOCIATES INTERNATIONAL, INC.

Ticker:       CA             Security ID:  204912109
Meeting Date: AUG 25, 2004   Meeting Type: Annual
Record Date:  JUN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Russell M. Artzt          For       Withhold   Management
1.2   Elect  Director Kenneth D. Cron           For       Withhold   Management
1.3   Elect  Director Alfonse M. D'Amato        For       Withhold   Management
1.4   Elect  Director Gary J. Fernandes         For       Withhold   Management
1.5   Elect  Director Robert E. La Blanc        For       Withhold   Management
1.6   Elect  Director Jay W. Lorsch             For       Withhold   Management
1.7   Elect  Director Lewis S. Ranieri          For       Withhold   Management
1.8   Elect  Director Walter P. Schuetze        For       Withhold   Management
1.9   Elect  Director Laura S. Unger            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Review Executive Compensation             Against   For        Shareholder


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COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: JUN 16, 2005   Meeting Type: Annual
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kobi Alexander            For       For        Management
1.2   Elect  Director Raz Alon                  For       For        Management
1.3   Elect  Director Itsik Danziger            For       For        Management
1.4   Elect  Director John H. Friedman          For       For        Management
1.5   Elect  Director Ron Hiram                 For       For        Management
1.6   Elect  Director Sam Oolie                 For       For        Management
1.7   Elect  Director William F. Sorin          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Seely Brown           For       Withhold   Management
1.2   Elect Director Gordon Gund                For       Withhold   Management
1.3   Elect Director John M. Hennessy           For       Withhold   Management
1.4   Elect Director H. Onno Ruding             For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 16, 2004   Meeting Type: Annual
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald J. Carty           For       For        Management
1.2   Elect  Director Michael S. Dell           For       For        Management
1.3   Elect  Director William H. Gray, III      For       For        Management
1.4   Elect  Director Judy C. Lewent            For       For        Management
1.5   Elect  Director Thomas W. Luce, III       For       For        Management
1.6   Elect  Director Klaus S. Luft             For       For        Management
1.7   Elect  Director Alex J. Mandl             For       For        Management
1.8   Elect  Director Michael A. Miles          For       For        Management
1.9   Elect  Director Samuel A. Nunn, Jr.       For       For        Management
1.10  Elect  Director Kevin B. Rollins          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   Against    Shareholder


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred D. Anderson          For       For        Management
1.2   Elect  Director Edward W. Barnholt        For       For        Management
1.3   Elect  Director Scott D. Cook             For       For        Management
1.4   Elect  Director Robert C. Kagle           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management
5     Performance- Based/Indexed Options        Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Cronin          For       Withhold   Management
1.2   Elect Director W. Paul Fitzgerald         For       For        Management
1.3   Elect Director Joseph M. Tucci            For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Creation of an Independent Audit          Against   Against    Shareholder
      Committee


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

ESTEE LAUDER COMPANIES INC., THE

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 5, 2004    Meeting Type: Annual
Record Date:  SEP 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aerin Lauder               For       Withhold   Management
1.2   Elect Director William P. Lauder          For       Withhold   Management
1.3   Elect Director Richard D. Parsons         For       Withhold   Management
1.4   Elect Director Lynn F. De Rothschild      For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 10, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter J. Rose             For       For        Management
1.2   Elect  Director James L.K. Wang           For       For        Management
1.3   Elect  Director R. Jordan Gates           For       For        Management
1.4   Elect  Director James J. Casey            For       For        Management
1.5   Elect  Director Dan P. Kourkoumelis       For       For        Management
1.6   Elect  Director Michael J. Malone         For       For        Management
1.7   Elect  Director John W. Meisenbach        For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Ratification of Auditors be Submitted to  Against   For        Shareholder
      Shareholders


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 27, 2004   Meeting Type: Annual
Record Date:  AUG 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles T. Manatt         For       For        Management
1.2   Elect  Director Judith L. Estrin          For       For        Management
1.3   Elect  Director Philip Greer              For       For        Management
1.4   Elect  Director J.R. Hyde, III            For       For        Management
1.5   Elect  Director Shirley A. Jackson        For       For        Management
1.6   Elect  Director Frederick W. Smith        For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:  FEB 14, 2005

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


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

GENERAL ELECTRIC CO.

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

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


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Carpenter       For       For        Management
1.2   Elect  Director Charles L. Cooney         For       For        Management
2     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director Etienne F. Davignon        For       For        Management
1.3   Elect Director James M. Denny             For       For        Management
1.4   Elect Director John C. Martin             For       For        Management
1.5   Elect Director Gordon E. Moore            For       For        Management
1.6   Elect Director Nicholas G. Moore          For       For        Management
1.7   Elect Director George P. Shultz           For       For        Management
1.8   Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Impact of HIV/AIDS, TB, and     Against   Abstain    Shareholder
      Malaria Pandemics


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eric Schmidt              For       For        Management
1.2   Elect  Director Larry Page                For       For        Management
1.3   Elect  Director Sergey Brin               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 Michael Moritz            For       For        Management
1.8   Elect  Director Paul S. Otellini          For       For        Management
1.9   Elect  Director K. Ram Shriram            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

GUIDANT CORP.

Ticker:       GDT            Security ID:  401698105
Meeting Date: APR 27, 2005   Meeting Type: Special
Record Date:  MAR 21, 2005

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


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

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       Withhold   Management
1.2   Elect  Director Richard H. Brown          For       Withhold   Management
1.3   Elect  Director John L. Clendenin         For       Withhold   Management
1.4   Elect  Director Berry R. Cox              For       Withhold   Management
1.5   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.6   Elect  Director Milledge A. Hart, III     For       Withhold   Management
1.7   Elect  Director Bonnie G. Hill            For       Withhold   Management
1.8   Elect  Director Laban P. Jackson, Jr.     For       Withhold   Management
1.9   Elect  Director Lawrence R. Johnston      For       Withhold   Management
1.10  Elect  Director Kenneth G. Langone        For       Withhold   Management
1.11  Elect  Director Robert L. Nardelli        For       Withhold   Management
1.12  Elect  Director Thomas J. Ridge           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Nomination Procedures for the Board For       Against    Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Prepare Diversity Report                  Against   Abstain    Shareholder
6     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
7     Limit Executive Compensation              Against   Against    Shareholder
8     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
9     Performance- Based/Indexed Options        Against   Against    Shareholder
10    Performance- Based/Indexed Options        Against   For        Shareholder
11    Affirm Political Nonpartisanship          Against   Abstain    Shareholder


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

INTEL CORP.

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

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


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

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: NOV 22, 2004   Meeting Type: Annual
Record Date:  SEP 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eric Lidow                For       For        Management
1.2   Elect  Director Jack O. Vance             For       For        Management
2     Approve Option Exchange Program           For       Abstain    Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary Sue Coleman          For       For        Management
1.2   Elect  Director James G. Cullen           For       For        Management
1.3   Elect  Director Robert J. Darretta        For       For        Management
1.4   Elect  Director Michael M. E. Johns       For       For        Management
1.5   Elect  Director Ann Dibble Jordan         For       For        Management
1.6   Elect  Director Arnold G. Langbo          For       For        Management
1.7   Elect  Director Susan L. Lindquist        For       For        Management
1.8   Elect  Director Leo F. Mullin             For       For        Management
1.9   Elect  Director Christine A. Poon         For       For        Management
1.10  Elect  Director Steven S. Reinemund       For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director William C. Weldon         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

KINETIC CONCEPTS, INC.

Ticker:       KCI            Security ID:  49460W208
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:  APR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Leininger, M.D.  For       For        Management
1.2   Elect  Director Dennert O. Ware           For       For        Management
2     Ratify Auditors                           For       For        Management


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James D. Ericson           For       Withhold   Management
1.2   Elect Director William S. Kellogg         For       Withhold   Management
1.3   Elect Director Arlene Meier               For       Withhold   Management
1.4   Elect Director R. Elton White             For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 10, 2005   Meeting Type: Annual
Record Date:  APR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kuo Wei 'Herbert' Chang   For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 26, 2004   Meeting Type: Annual
Record Date:  JUL 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Brody, M.D.,   For       Withhold   Management
      Ph.D.
1.2   Elect  Director Arthur D. Collins, Jr.    For       Withhold   Management
1.3   Elect  Director Antonio M. Gotto, Jr.,    For       Withhold   Management
      M.D., D. Phil.
2     Ratify Auditors                           For       For        Management
3     Charitable Contributions                  Against   Abstain    Shareholder


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

MERCURY INTERACTIVE CORP.

Ticker:       MERQE          Security ID:  589405109
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Amnon Landan              For       Withhold   Management
1.2   Elect  Director Brad Boston               For       Withhold   Management
1.3   Elect  Director Igal Kohavi               For       Withhold   Management
1.4   Elect  Director Clyde Ostler              For       Withhold   Management
1.5   Elect  Director Yair Shamir               For       Withhold   Management
1.6   Elect  Director Giora Yaron               For       Withhold   Management
1.7   Elect  Director Anthony Zingale           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

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

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


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

MORGAN STANLEY

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

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


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 2, 2005    Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       Withhold   Management
1.2   Elect Director H. L. Fuller               For       Withhold   Management
1.3   Elect Director J. Lewant                  For       Withhold   Management
1.4   Elect Director W. Massey                  For       Withhold   Management
1.5   Elect Director T. Meredith                For       Withhold   Management
1.6   Elect Director N. Negroponte              For       Withhold   Management
1.7   Elect Director I. Nooyi                   For       Withhold   Management
1.8   Elect Director S. Scott III               For       Withhold   Management
1.9   Elect Director R. Sommer                  For       Withhold   Management
1.10  Elect Director J. Stengel                 For       Withhold   Management
1.11  Elect Director D. Warner III              For       Withhold   Management
1.12  Elect Director J. White                   For       Withhold   Management
2     Limit Executive Compensation              Against   Against    Shareholder
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Cawley         For       For        Management
1.2   Elect  Director Edward F. Cox             For       For        Management
1.3   Elect  Director Charles D. Davidson       For       For        Management
1.4   Elect  Director Kirby L. Hedrick          For       For        Management
1.5   Elect  Director Bruce A. Smith            For       For        Management
1.6   Elect  Director Jeffrey L. Berenson       For       For        Management
1.7   Elect  Director Thomas J. Edelman         For       For        Management
1.8   Elect  Director Michael A. Cawley         For       For        Management
1.9   Elect  Director Edward F. Cox             For       For        Management
1.10  Elect  Director Charles D. Davidson       For       For        Management
1.11  Elect  Director Kirby L. Hedrick          For       For        Management
1.12  Elect  Director Bruce A. Smith            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: MAY 11, 2005   Meeting Type: Special
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Increase Authorized Common Stock          For       Against    Management


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

NOKIA CORP.

Ticker:       NKCAF          Security ID:  654902204
Meeting Date: APR 7, 2005    Meeting Type: Annual
Record Date:  FEB 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     APPROVAL OF THE INCOME STATEMENTS AND THE For       For        Management
      BALANCE SHEET.
3     APPROVAL OF A PROPOSAL TO THE ANNUAL      For       For        Management
      GENERAL MEETING OF A DIVIDEND OF EUR 0.33
      PER SHARE.
4     DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF For       For        Management
      THE BOARD OF DIRECTORS, AND THE
      PRESIDENT, FROM LIABILITY.
6     PROPOSAL ON THE COMPOSITION OF THE BOARD  For       For        Management
      AS PROPOSED BY THE CORPORATE GOVERNANCE
      AND NOMINATION COMMITTEE.
7.1   Elect  Directors Paul J. Collins          For       For        Management
7.2   Elect  Directors Georg Ehrnrooth          For       For        Management
7.3   Elect  Directors Bengt Holmstrom          For       For        Management
7.4   Elect  Directors Per Karlsson             For       For        Management
7.5   Elect  Directors Jorma Ollila             For       For        Management
7.6   Elect  Directors Marjorie Scardino        For       For        Management
7.7   Elect  Directors Vesa Vainio              For       For        Management
7.8   Elect  Directors Arne Wessberg            For       For        Management
7.9   Elect  Directors Dan Hesse                For       For        Management
7.10  Elect  Directors Edouard Michelin         For       For        Management
8     APPROVAL OF THE REMUNERATION TO BE PAID   For       For        Management
      TO THE AUDITOR.
9     APPROVAL OF THE RE-ELECTION OF            For       For        Management
      PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
      FOR FISCAL YEAR 2005.
10    APPROVAL OF THE PROPOSAL TO GRANT STOCK   For       For        Management
      OPTIONS TO SELECTED PERSONNEL OF THE
      COMPANY.
11    APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      REDUCE THE SHARE CAPITAL THROUGH
      CANCELLATION OF NOKIA SHARES HELD BY
      COMPANY.
12    AUTHORIZATION TO THE BOARD TO INCREASE    For       For        Management
      THE SHARE CAPITAL OF THE COMPANY.
13    AUTHORIZATION TO THE BOARD TO REPURCHASE  For       For        Management
      NOKIA SHARES.
14    AUTHORIZATION TO THE BOARD TO DISPOSE     For       For        Management
      NOKIA SHARES HELD BY THE COMPANY.
15    MARK THE FOR BOX IF YOU WISH TO INSTRUCT  For       Against    Management
      NOKIA S LEGAL COUNSELS TO VOTE IN THEIR
      DISCRETION ON YOUR BEHALF ONLY UPON ITEM
      15.


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

NOVELL, INC.

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

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


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

OPSWARE INC.

Ticker:       OPSW           Security ID:  68383A101
Meeting Date: JUN 21, 2005   Meeting Type: Annual
Record Date:  MAY 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marc L. Andreessen        For       For        Management
1.2   Elect  Director Mike J. Homer             For       For        Management
2     Ratify Auditors                           For       For        Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Akers             For       Withhold   Management
1.2   Elect  Director Robert E. Allen           For       Withhold   Management
1.3   Elect  Director Ray L. Hunt               For       Withhold   Management
1.4   Elect  Director Arthur C. Martinez        For       Withhold   Management
1.5   Elect  Director Indra K. Nooyi            For       Withhold   Management
1.6   Elect  Director Steven S Reinemund        For       Withhold   Management
1.7   Elect  Director Sharon P. Rockefeller     For       Withhold   Management
1.8   Elect  Director James J. Schiro           For       Withhold   Management
1.9   Elect  Director Franklin A. Thomas        For       Withhold   Management
1.10  Elect  Director Cynthia M. Trudell        For       Withhold   Management
1.11  Elect  Director Solomon D. Trujillo       For       Withhold   Management
1.12  Elect  Director Daniel Vasella            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Corporate Political             Against   Abstain    Shareholder
      Contributions


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

RED HAT, INC.

Ticker:       RHAT           Security ID:  756577102
Meeting Date: SEP 21, 2004   Meeting Type: Annual
Record Date:  JUL 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gen. H. Hugh Shelton      For       Withhold   Management
1.2   Elect  Director Eugene J. Mcdonald        For       Withhold   Management
1.3   Elect  Director Matthew J. Szulik         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SAP AG

Ticker:       SAPQY          Security ID:  803054204
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     RESOLUTION ON THE APPROPRIATION OF THE    For       For        Management
      RETAINED EARNINGS OF THE FISCAL YEAR 2004
2     RESOLUTION ON THE FORMAL APPROVAL OF THE  For       For        Management
      ACTS OF THE EXECUTIVE BOARD IN THE FISCAL
      YEAR 2004
3     RESOLUTION ON THE FORMAL APPROVAL OF THE  For       For        Management
      ACTS OF THE SUPERVISORY BOARD IN THE
      FISCAL YEAR 2004
4     Ratify Auditors                           For       For        Management
5     ELECTION OF MEMBERS OF THE SUPERVISORY    For       For        Management
      BOARD
6     RESOLUTION ON THE ADJUSTMENT OF THE       For       For        Management
      AMOUNTS AND FIGURES STATED IN SECTION 4
      (1) OF THE ARTICLES OF ASSOCIATION
      (CAPITAL STOCK)
7     RESOLUTION ON THE CANCELLATION OF         For       For        Management
      CONTINGENT CAPITAL IIA AND ON THE
      DELETION OF SECTION 4 (5) OF THE ARTICLES
      OF ASSOCIATION
8     REDUCTION OF CONTINGENT CAPITAL IIIA AND  For       For        Management
      ADJUSTMENT OF THE AMOUNTS AND FIGURES
      STATED IN SECTION 4 (7) OF THE ARTICLES
9     RESOLUTION ON THE AMENDMENT OF SECTION 1  For       For        Management
      (1) OF THE ARTICLES OF ASSOCIATION
      (CORPORATE NAME)
10    RESOLUTION ON THE ADJUSTMENT OF THE       For       For        Management
      ARTICLES OF ASSOCIATION TO REFLECT THE
      PROVISIONS OF THE GERMAN ACT
11    CANCELLATION OF AUTHORIZED CAPITAL I AND  For       For        Management
      CREATION OF A NEW AUTHORIZED CAPITAL I
12    CANCELLATION OF AUTHORIZED CAPITAL II AND For       For        Management
      CREATION OF A NEW AUTHORIZED CAPITAL II
13    RESOLUTION ON THE AUTHORIZATION TO        For       For        Management
      ACQUIRE AND USE TREASURY SHARES PURSUANT
      TO THE GERMAN STOCK CORPORATION ACT
14    RESOLUTION ON THE AUTHORIZATION TO USE    For       Against    Management
      EQUITY DERIVATIVES IN CONNECTION WITH THE
      ACQUISITION OF TREASURY SHARES


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 13, 2005   Meeting Type: Annual
Record Date:  MAR 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 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 A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              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 T.I. Sandvold             For       For        Management
1.10  Elect  Director N. Seydoux                For       For        Management
1.11  Elect  Director L.G. Stuntz               For       For        Management
1.12  Elect  Director R. Talwar                 For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     ADOPTION OF MANDATORY AMENDMENTS TO THE   For       For        Management
      ARTICLES OF INCORPORATION
4     ADOPTION OF VOLUNTARY AMENDMENTS TO THE   For       For        Management
      ARTICLES OF INCORPORATION
5     APPROVAL OF ADOPTION OF THE SCHLUMBERGER  For       For        Management
      2005 OPTION PLAN
6     APPROVAL OF ADOPTION OF AN AMENDMENT TO   For       For        Management
      THE SCHLUMBERGER DISCOUNTED STOCK
      PURCHASE PLAN
7     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 13, 2005   Meeting Type: Annual
Record Date:  APR 19, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brenda C. Barnes          For       For        Management
1.2   Elect  Director Mary Elizabeth Burton     For       For        Management
1.3   Elect  Director Richard J. Currie         For       For        Management
1.4   Elect  Director Rowland T. Moriarty       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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

STRYKER CORP.

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  FEB 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Brown             For       For        Management
1.2   Elect  Director Howard E. Cox, Jr.        For       For        Management
1.3   Elect  Director Donald M. Engelman, Ph.D. For       For        Management
1.4   Elect  Director Jerome H. Grossman, M.D.  For       For        Management
1.5   Elect  Director Stephen P. MacMillan      For       For        Management
1.6   Elect  Director William U. Parfet         For       For        Management
1.7   Elect  Director Ronda E. Stryker          For       For        Management


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

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810104
Meeting Date: NOV 10, 2004   Meeting Type: Annual
Record Date:  SEP 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott G. McNealy          For       Withhold   Management
1.2   Elect  Director James L. Barksdale        For       Withhold   Management
1.3   Elect  Director Stephen M. Bennett        For       Withhold   Management
1.4   Elect  Director L. John Doerr             For       Withhold   Management
1.5   Elect  Director Robert J. Fisher          For       Withhold   Management
1.6   Elect  Director Michael E. Lehman         For       Withhold   Management
1.7   Elect  Director M. Kenneth Oshman         For       Withhold   Management
1.8   Elect  Director Naomi O. Seligman         For       Withhold   Management
1.9   Elect  Director Lynn E. Turner            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 15, 2004   Meeting Type: Annual
Record Date:  JUL 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tania Amochaev            For       For        Management
1.2   Elect  Director William T. Coleman        For       For        Management
1.3   Elect  Director Franciscus Lion           For       For        Management
1.4   Elect  Director David Mahoney             For       For        Management
1.5   Elect  Director Robert S. Miller          For       For        Management
1.6   Elect  Director George Reyes              For       For        Management
1.7   Elect  Director Daniel H. Schulman        For       For        Management
1.8   Elect  Director John W. Thompson          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Outside Director Stock in Lieu of   For       For        Management
      Cash Plan
5     Ratify Auditors                           For       For        Management


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

SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 12, 2004   Meeting Type: Annual
Record Date:  SEP 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Colin G. Campbell         For       For        Management
1.2   Elect  Director John M. Cassaday          For       For        Management
1.3   Elect  Director John K. Stubblefield, Jr. For       For        Management
1.4   Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Report on Genetically Engineered Products Against   Abstain    Shareholder


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       Withhold   Management
1.2   Elect  Director James A. Johnson          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  FEB 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       Withhold   Management
1.2   Elect  Director David L. Boren            For       Withhold   Management
1.3   Elect  Director Daniel A. Carp            For       Withhold   Management
1.4   Elect  Director Carrie S. Cox             For       Withhold   Management
1.5   Elect  Director Thomas J. Engibous        For       Withhold   Management
1.6   Elect  Director Gerald W. Fronterhouse    For       Withhold   Management
1.7   Elect  Director David R. Goode            For       Withhold   Management
1.8   Elect  Director Pamela H. Patsley         For       Withhold   Management
1.9   Elect  Director Wayne R. Sanders          For       Withhold   Management
1.10  Elect  Director Ruth J. Simmons           For       Withhold   Management
1.11  Elect  Director Richard K. Templeton      For       Withhold   Management
1.12  Elect  Director Christine T. Whitman      For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Qualified Employee Stock Purchase For       Against    Management
      Plan
4     Amend Stock Option Plan                   For       For        Management


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

TYCO INTERNATIONAL LTD.

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

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


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

UTI WORLDWIDE INC.

Ticker:       UTIW           Security ID:  G87210103
Meeting Date: JUN 13, 2005   Meeting Type: Annual
Record Date:  MAY 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leon J. Level             For       For        Management
1.2   Elect  Director J. Simon Stubbings        For       For        Management
2     TO RATIFY THE APPOINTMENT OF DELOITTE &   For       For        Management
      TOUCHE LLP AS INDEPENDENT REGISTERED
      PUBLIC ACCOUNTANTS OF THE COMPANY.


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

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: FEB 17, 2005   Meeting Type: Annual
Record Date:  DEC 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan L. Bostrom          For       For        Management
1.2   Elect  Director Richard M. Levy           For       For        Management
1.3   Elect  Director Allen S. Lichter, M.D.    For       For        Management
1.4   Elect  Director R. Andrew Eckert          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

VERISIGN INC

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott G. Kriens           For       Withhold   Management
1.2   Elect  Director Len J. Lauer              For       Withhold   Management
1.3   Elect  Director Stratton D. Sclavos       For       Withhold   Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

VERITAS SOFTWARE CORP.

Ticker:       VRTS           Security ID:  923436109
Meeting Date: AUG 25, 2004   Meeting Type: Annual
Record Date:  JUN 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael Brown             For       For        Management
1.2   Elect  Director Kurt J. Lauk              For       For        Management
1.3   Elect  Director Fred van den Bosch        For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 12, 2005   Meeting Type: Annual
Record Date:  NOV 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David W. Bernauer         For       For        Management
1.2   Elect  Director William C. Foote          For       For        Management
1.3   Elect  Director James J. Howard           For       For        Management
1.4   Elect  Director Alan G. McNally           For       For        Management
1.5   Elect  Director Cordell Reed              For       For        Management
1.6   Elect  Director Jeffrey A. Rein           For       For        Management
1.7   Elect  Director David Y. Schwartz         For       For        Management
1.8   Elect  Director John B. Schwemm           For       For        Management
1.9   Elect  Director Marilou M. Von Ferstel    For       For        Management
1.10  Elect  Director Charles R. Walgreen III   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

WILLIAMS-SONOMA, INC.

Ticker:       WSM            Security ID:  969904101
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  MAR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Howard Lester          For       For        Management
1.2   Elect  Director Edward A. Mueller         For       For        Management
1.3   Elect  Director Sanjiv Ahuja              For       For        Management
1.4   Elect  Director Adrian D.P. Bellamy       For       For        Management
1.5   Elect  Director Patrick J. Connolly       For       For        Management
1.6   Elect  Director Adrian T. Dillon          For       For        Management
1.7   Elect  Director Jeanne P. Jackson         For       For        Management
1.8   Elect  Director Michael R. Lynch          For       For        Management
1.9   Elect  Director Richard T. Robertson      For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 19, 2005   Meeting Type: Annual
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Terry S. Semel             For       Withhold   Management
1.2   Elect Director Jerry Yang                 For       Withhold   Management
1.3   Elect Director Roy J. Bostock             For       Withhold   Management
1.4   Elect Director Ronald W. Burkle           For       Withhold   Management
1.5   Elect Director Eric Hippeau               For       Withhold   Management
1.6   Elect Director Arthur H. Kern             For       Withhold   Management
1.7   Elect Director Robert A. Kotick           For       Withhold   Management
1.8   Elect Director Edward R. Kozel            For       Withhold   Management
1.9   Elect Director Gary L. Wilson             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management

========== 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 24, 2005

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