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:                     811-07255

Exact name of registrant as specified in charter:       Oppenheimer International
                                                        Bond Fund

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

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

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

Date of fiscal year end:                                9/30

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

Item 1.           Proxy Voting Record


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

ICA File Number: 811-07255
Reporting Period: 07/01/2004 - 06/30/2005
Oppenheimer International Bond Fund









===================== OPPENHEIMER INTERNATIONAL BOND FUND ======================


ACCOR

Ticker:                      Security ID:  FR0000120404
Meeting Date: MAY 3, 2005    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
4     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.30 per Share
5     Reelect Renau d'Elissagaray as            For       For        Management
      Supervisory Board Member
6     Reelect Franck Riboud as Supervisory      For       For        Management
      Board Member
7     Elect Paul Dubrule as Supervisory Board   For       For        Management
      Member
8     Elect Thomas J. Barrack as Supervisory    For       For        Management
      Board Member
9     Elect Sebastien Bazin as Supervisory      For       For        Management
      Board Member
10    Elect Dominique Marcel as Supervisory     For       For        Management
      Board Member
11    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 305,000
12    Authorize Repurchase of Up to 19 Million  For       For        Management
      Shares
13    Authorize Issuance of 116,279 Convertible For       For        Management
      Bonds to ColLife SARL
14    Authorize Issuance of 128,205 Convertible For       For        Management
      Bonds to ColLife SARL
15    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
16    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 200 Million
17    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 100 Million
18    Authorize Capital Increase of Up to Ten   For       For        Management
      Percent of Issued Capital for Future
      Acquisitions
19    Authorize Board to Increase Capital in    For       For        Management
      the Event of Demand Exceeding Amounts
      Proposed in Items 16 and 17
20    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 200 Million for Bonus Issue or
      Increase in Par Value
21    Set Global Limit for Capital Increase to  For       For        Management
      Result from All Issuance Requests at EUR
      300 Million
22    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
23    Authorize Up to Eight Percent of Issued   For       Against    Management
      Capital for Restricted Stock Plan
24    Amend Articles of Association to Reflect  For       For        Management
      Recent Legal Changes
25    Amend Articles to Reduce Board Terms From For       For        Management
      Six to Four Years
26    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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ALL NIPPON AIRWAYS CO. LTD. (ANA)

Ticker:       ALNPY          Security ID:  JP3429800000
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 3, Special JY 0
2     Amend Articles to: Increase Authorized    For       For        Management
      Capital from 2203 Million to 3400 Million
      Shares - Authorize Public Announcements
      in Electronic Format
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
3.12  Elect Director                            For       For        Management
3.13  Elect Director                            For       For        Management
3.14  Elect Director                            For       For        Management
3.15  Elect Director                            For       For        Management
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       For        Management
5     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Statutory
      Auditors


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ARCELOR S.A.

Ticker:                      Security ID:  LU0140205948
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Accept Financial Statements               For       For        Management
3     Accept Consolidated Financial Statements  For       For        Management
4     Approve Allocation of Income, Directors'  For       For        Management
      Fees, and Dividend
5     Approve Discharge of Directors            For       For        Management
6     Elect Directors                           For       For        Management
7     Authorize Repurchase of Company's Shares  For       For        Management


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ARRIVA PLC (FORMERLY COWIE GROUP)

Ticker:                      Security ID:  GB0002303468
Meeting Date: APR 20, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 14.07 Pence Per For       For        Management
      Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Elect Sir Richard Broadbent as Director   For       For        Management
5     Re-elect Steve Lonsdale as Director       For       For        Management
6     Re-elect Steve Clayton as Director        For       For        Management
7     Re-elect David Martin as Director         For       For        Management
8     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors and Authorise the Board to
      Determine Their Remuneration
9     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to the Authorised but Unissued
      Share Capital of the Company at the Date
      of the Passing of this Resolution
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 489,374
11    Authorise 29,362,485 Ordinary Shares for  For       For        Management
      Market Purchase


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AXA (FORMERLY AXA-UAP)

Ticker:       AXA            Security ID:  FR0000120628
Meeting Date: APR 20, 2005   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.61 per Share
4     Approve Accounting Transfer from Special  For       For        Management
      Long-Term Capital Gains Account to
      Ordinary Reserve
5     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
6     Confirm Resignation and Non-Reelection of For       For        Management
      Thierry Breton as Supervisory Board
      Member
7     Reelect Anthony Hamilton as Supervisory   For       For        Management
      Board Member
8     Reelect Henri Lachmann as Supervisory     For       For        Management
      Board Member
9     Reelect Michel Pebereau as Supervisory    For       For        Management
      Board Member
10    Ratify Appointment of Leo Apotheker as    For       For        Management
      Supervisory Board Member
11    Elect Jacques de Chateauvieux as          For       For        Management
      Supervisory Board Member
12    Elect Dominique Reiniche as Supervisory   For       For        Management
      Board Member
13    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 1 Million
14    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
15    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 1 Billion for Bonus Issue or
      Increase in Par Value
16    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 1.5 Billion
17    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 1 Billion
18    Authorize Management Board to Set Issue   For       Against    Management
      Price for Ten Percent of Issued Capital
      Pursuant to Issue Authority without
      Preemptive Rights
19    Authorize Board to Increase Capital in    For       For        Management
      the Event of Demand Exceeding Amounts
      Submitted to Shareholder Vote Above
20    Authorize Capital Increase of Up to EUR 1 For       For        Management
      Billion for Future Exchange Offers
21    Authorize Capital Increase of Up to Ten   For       For        Management
      Percent of Issued Capital for Future
      Exchange Offers
22    Authorize Issuance of Equity Upon         For       For        Management
      Conversion of a Subsidiary's
      Equity-Linked Securities
23    Approve Issuance of Securities            For       For        Management
      Convertible into Debt
24    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
25    Authorize Up to 0.5 Percent of Issued     For       Against    Management
      Capital for Use in Restricted Stock Plan
26    Approve Stock Option Plan Grants          For       Against    Management
27    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
28    Amend Articles of Association Re:         For       Against    Management
      Definition of Related-Party Transactions
29    Amend Articles Re: Stock Option and       For       For        Management
      Restricted Stock Plans
30    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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BAE SYSTEMS PLC(FRM.BRITISH AEROSPACE PLC )

Ticker:                      Security ID:  GB0002634946
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 5.8 Pence Per   For       For        Management
      Ordinary Share
4     Re-elect Sir Peter Mason as Director      For       For        Management
5     Re-elect Mark Ronald as Director          For       For        Management
6     Re-elect Michael Turner as Director       For       For        Management
7     Elect Richard Olver as Director           For       For        Management
8     Reappoint KPMG Audit Plc as Auditors of   For       For        Management
      the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Approve Increase in Authorised Capital    For       For        Management
      from GBP 165,000,001 to GBP 180,000,001
11    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 15,989,518 if Resolution 10 is Not
      Passed; Otherwise up to Aggregate Nominal
      Amount of GBP 26,750,818
12    Authorise the Company to Make EU          For       For        Management
      Political Donations and Incur EU
      Political Expenditure up to GBP 100,000
13    Authorise BAE Systems (Defence Systems)   For       For        Management
      Ltd. to Make EU Political Donations and
      Incur EU Political Expenditure up to GBP
      100,000
14    Authorise BAE Systems Electronics Ltd. to For       For        Management
      Make EU Political Donations and Incur EU
      Political Expenditure up to GBP 100,000
15    Authorise BAE Systems Marine Ltd. to Make For       For        Management
      EU Political Donations and Incur EU
      Political Expenditure up to GBP 100,000
16    Authorise BAE Systems (Operations) Ltd.   For       For        Management
      to Make EU Political Donations and Incur
      EU Political Expenditure up to GBP
      100,000
17    Authorise BAE Systems Land Systems        For       For        Management
      (Bridging) Ltd. to Make EU Political
      Donations and Incur EU Political
      Expenditure up to GBP 100,000
18    Authorise BAE Systems Land Systems        For       For        Management
      (Munitions and Ordnance) Ltd. to Make EU
      Political Donations and Incur EU
      Political Expenditure up to GBP 100,000
19    Authorise BAE Systems Land Systems        For       For        Management
      (Weapons and Vehicles) Ltd. to Make EU
      Political Donations and Incur EU
      Political Expenditure up to GBP 100,000
20    Authorise Land Systems Hagglunds AB to    For       For        Management
      Make EU Political Donations and Incur EU
      Political Expenditure up to GBP 100,000
21    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 4,013,024
22    Authorise 321,041,924 Ordinary Shares for For       For        Management
      Market Purchase
23    Amend Articles of Association Re:         For       For        Management
      Indemnification of Directors


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BASF AG

Ticker:                      Security ID:  DE0005151005
Meeting Date: APR 28, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports for Fiscal Year 2004
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.70 per Share
3     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal Year 2004
4     Approve Discharge of Management Board for For       For        Management
      Fiscal Year 2004
5     Ratify Deloitte & Touche GmbH as Auditors For       For        Management
      for Fiscal Year 2005
6     Authorize Repurchase of up to Ten Percent For       For        Management
      of Issued Share Capital
7     Authorize Use of Financial Derivatives    For       For        Management
      when Repurchasing Shares
8     Amend Articles Re: Calling of and         For       For        Management
      Registration for Shareholder Meetings due
      to Proposed Changes in German Law
      (Company Integrity and Modernization of
      Shareholder Lawsuits Regulation)


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

BERKELEY GROUP HOLDINGS PLC(FORMERLY BERKELEY GROUP PLC )

Ticker:                      Security ID:  GB0000941772
Meeting Date: SEP 17, 2004   Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement, The        For       For        Management
      Berkeley Group Holdings plc Reduction of
      Capital and Related Matters


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BERKELEY GROUP HOLDINGS PLC(FORMERLY BERKELEY GROUP PLC )

Ticker:                      Security ID:  GB0000941772
Meeting Date: SEP 17, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement             For       For        Management
2     Approve The Berkeley Group Holdings plc   For       For        Management
      2004(b) Long-Term Incentive Plan


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BNP PARIBAS SA (FM. BANQUE NATIONALE DE PARIS)

Ticker:                      Security ID:  FR0000131104
Meeting Date: MAY 18, 2005   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
2     Approve Financial Statements and          For       For        Management
      Statutory Reports
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2 per Share
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party  Transactions
5     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share  Capital
6     Reelect Jean-Francois Lepetit as Director For       For        Management
7     Reelect Gerhard Cromme as Director        For       For        Management
8     Reelect Francois Grappotte as Director    For       For        Management
9     Reelect Helene Ploix as Director          For       For        Management
10    Reelect Baudoin Prot as Director          For       For        Management
11    Elect Loyola De Palacio Del               For       For        Management
      Valle-Lersundi as Director to Replace
      Jacques Friedmann
12    Approve Remuneration of Directors in the  For       For        Management
      Aggregate Amount of EUR 780,000
13    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities
14    Approve Stock Option Plan Grants          For       For        Management
15    Approve Restricted Stock Plan to          For       Against    Management
      Directors and Employees of Company and
      its Subsidiaries
16    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
17    Approve Change In Number Of Directors     For       For        Management
      Elected By Employees
18    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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BRAMBLES INDUSTRIES PLC

Ticker:                      Security ID:  GB0030616733
Meeting Date: NOV 23, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Brambles Industries Ltd.
2     Accept Financial Statements and Statutory For       For        Management
      Reports for Brambles Industries plc
3     Approve Remuneration Report               For       For        Management
4     Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors of Brambles
      Industries Ltd. from GBP AUS$2 Million to
      AUS$3 Million
5     Approve Increase in Remuneration of       For       For        Management
      Non-Executive Directors of Brambles
      Industries plc from GBP 750,000 to GBP
      1.2 Million
6     Elect Michael Ihlein as Director of       For       For        Management
      Brambles Industries Ltd.
7     Elect Michael Ihlein as Director of       For       For        Management
      Brambles Industries plc
8     Elect Stephen Johns as Director of        For       For        Management
      Brambles Industries Ltd.
9     Elect Stephen Johns as Director of        For       For        Management
      Brambles Industries plc
10    Elect Jacques Nasser AO as Director of    For       For        Management
      Brambles Industries Ltd.
11    Elect Jacques Nasser AO as Director of    For       For        Management
      Brambles Industries plc
12    Re-elect Mark Burrows as Director of      For       For        Management
      Brambles Industries Ltd.
13    Re-elect Mark Burrows as Director of      For       For        Management
      Brambles Industries plc
14    Re-elect David Turner as Director of      For       For        Management
      Brambles Industries Ltd.
15    Re-elect David Turner as Director of      For       For        Management
      Brambles Industries plc
16    Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors of Brambles Industries plc
17    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
18    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 8,810,219
19    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 1,809,485
20    Authorise 72,379,561 Shares for Brambles  For       For        Management
      Industries plc Market Repurchase
21    Approve Brambles Industries Ltd. 2004     For       For        Management
      Performance Share Plan
22    Approve Brambles Industries plc 2004      For       For        Management
      Performance Share Plan
23    Authorise Board to Establish Further      For       For        Management
      Plans Based on the Brambles Industries
      Ltd. and Brambles Industries plc 2004
      Performance Share Plans
24    Approve the Participation of Michael      For       For        Management
      Ihlein in Brambles Ltd. Performance Share
      Plan
25    Approve the Participation of David Turner For       For        Management
      in Brambles Ltd. Performance Share Plan


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BRITISH AIRWAYS PLC

Ticker:       BAB            Security ID:  GB0001290575
Meeting Date: JUL 20, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Re-elect Michael Street as Director       For       For        Management
4     Re-elect Baroness O'Cathain as Director   For       For        Management
5     Elect Alison Reed as Director             For       For        Management
6     Re-appoint Ernst and Young LLP as         For       For        Management
      Auditors of the Company
7     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors


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CAPCOM CO. LTD.

Ticker:                      Security ID:  JP3218900003
Meeting Date: JUN 21, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 10,
      Final JY 10, Special JY 0
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
3     Approve Retirement Bonus for Director     For       For        Management


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CONTINENTAL  AG

Ticker:       CTTAY          Security ID:  DE0005439004
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.80 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2004
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2004
5     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors for
      Fiscal 2005
6     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares


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DAIMLERCHRYSLER AG

Ticker:                      Security ID:  DE0007100000
Meeting Date: APR 6, 2005    Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.50 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2004
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2004
5     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors for
      Fiscal 2005
6     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
7     Elect Arnaud Lagardere to the Supervisory For       For        Management
      Board
8     Approve Cancellation of Conditional       For       For        Management
      Capital I and II; Amend Conditional
      Capital IV
9     Approve Issuance of Convertible Bonds     For       For        Management
      and/or Bonds with Warrants Attached up to
      Aggregate Nominal Amount of EUR 15
      Billion with Preemptive Rights; Approve
      Creation of EUR 300 Million Pool of
      Conditional Capital to Guarantee
      Conversion Rights
10    Amend Articles Re: Calling of and         For       For        Management
      Registration for Shareholder Meetings


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DAINIPPON INK & CHEMICAL INC.

Ticker:                      Security ID:  JP3493400000
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 4, Special JY 0
2     Amend Articles to: Abolish Retirement     For       For        Management
      Bonus System
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
3.12  Elect Director                            For       For        Management
4     Appoint Internal Statutory Auditor        For       For        Management
5     Approve Retirement Bonuses to Retiring    For       Against    Management
      Directors and Statutory Auditor, and
      Special Payments to Continuing Directors
      and Auditors in Connection with Abolition
      of Retirement Bonus System
6     Approve Adjustment to Aggregate           For       For        Management
      Compensation Ceiling for Statutory
      Auditors


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DAIWA SECURITIES GROUP CO. LTD.

Ticker:                      Security ID:  JP3502200003
Meeting Date: JUN 24, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director                            For       For        Management
1.2   Elect Director                            For       For        Management
1.3   Elect Director                            For       For        Management
1.4   Elect Director                            For       For        Management
1.5   Elect Director                            For       For        Management
1.6   Elect Director                            For       For        Management
1.7   Elect Director                            For       For        Management
1.8   Elect Director                            For       For        Management
1.9   Elect Director                            For       For        Management
1.10  Elect Director                            For       For        Management
1.11  Elect Director                            For       For        Management
1.12  Elect Director                            For       For        Management
1.13  Elect Director                            For       For        Management
2     Approve Executive Stock Option Plan and   For       For        Management
      Deep Discount Stock Option Plan


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DENTSU INC.

Ticker:                      Security ID:  JP3551520004
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 500,
      Final JY 1000, Special JY 0
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       For        Management
2.11  Elect Director                            For       For        Management
2.12  Elect Director                            For       For        Management
2.13  Elect Director                            For       For        Management
2.14  Elect Director                            For       For        Management
2.15  Elect Director                            For       For        Management
2.16  Elect Director                            For       For        Management


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

E.ON AG (FORMERLY VEBA AG)

Ticker:                      Security ID:  DE0007614406
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2.35 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal Year 2004
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal Year 2004
5     Approve Creation of EUR 540 Million Pool  For       For        Management
      of Conditional Capital with Preemptive
      Rights
6     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
7     Approve Affiliation Agreements with       For       For        Management
      Subsidiaries
8     Amend Articles Re: Changes to the         For       For        Management
      Remuneration of the Supervisory Board
      Members
9     Amend Articles Re: Calling of and         For       For        Management
      Registration for Shareholder Meetings due
      to Proposed Changes in German Law
      (Company Integrity and Modernization of
      Shareholder Lawsuits Regulation)
10    Ratify PwC Deutsche Revision AG as        For       For        Management
      Auditors


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

EMI GROUP PLC (FORMERLY THORN EMI)

Ticker:                      Security ID:  GB0000444736
Meeting Date: JUL 13, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Approve Final Dividend of 6 Pence Per     For       Did Not    Management
      Ordinary Share                                      Vote
3     Approve Remuneration Report               For       Did Not    Management
                                                          Vote
4     Re-elect Martin Bandier as Director       For       Did Not    Management
                                                          Vote
5     Re-elect Kathleen O'Donovan as Director   For       Did Not    Management
                                                          Vote
6     Elect John Gildersleeve as Director       For       Did Not    Management
                                                          Vote
7     Elect Sly Bailey as Director              For       Did Not    Management
                                                          Vote
8     Re-appoint Ernst and Young LLP as         For       Did Not    Management
      Auditors of the Company                             Vote
9     Authorise Board to Fix Remuneration of    For       Did Not    Management
      the Auditors                                        Vote
10    Authorise Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities with Pre-emptive           Vote
      Rights up to Aggregate Nominal Amount of
      GBP 42,090,018
11    Authorise Issuance of Equity or           For       Did Not    Management
      Equity-Linked Securities without                    Vote
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 5,520,198
12    Authorise 78,859,975 Ordinary Shares for  For       Did Not    Management
      Market Purchase                                     Vote
13    Amend the EMI Group Savings-Related Share For       Did Not    Management
      Option Scheme                                       Vote
14    Approve the EMI Group Share Incentive     For       Did Not    Management
      Plan                                                Vote
15    Authorise EMI Group plc to Make EU        For       Did Not    Management
      Political Donations up to Aggregate                 Vote
      Nominal Amount of GBP 50,000 and Incur EU
      Political Expenditure up to GBP 50,000
16    Authorise EMI Music Ltd. to Make EU       For       Did Not    Management
      Political Donations up to Aggregate                 Vote
      Nominal Amount of GBP 50,000 and Incur
      Political Expenditure up to GBP 50,000
17    Authorise EMI Records Ltd. to Make EU     For       Did Not    Management
      Political Donations up to Aggregate                 Vote
      Nominal Amount of GBP 50,000 and Incur
      Political Expenditure up to GBP 50,000
18    Authorise EMI Music Publishing Ltd. to    For       Did Not    Management
      Make EU Political Donations up to                   Vote
      Aggregate Nominal Amount of GBP 50,000
      and Incur Political Expenditure up to GBP
      50,000
19    Authorise Virgin Records Ltd. to Make EU  For       Did Not    Management
      Political Donations up to Aggregate                 Vote
      Nominal Amount of GBP 50,000 and Incur
      Political Expenditure up to GBP 50,000


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

FRIENDS PROVIDENT PLC

Ticker:                      Security ID:  GB0030559776
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 5 Pence Per     For       For        Management
      Ordinary Share
3     Elect Adrian Montague as Director         For       For        Management
4a    Re-elect Alison Carnwath as Director      For       For        Management
4b    Re-elect Howard Carter as Director        For       For        Management
5     Re-elect Lady Judge as Director           For       For        Management
6     Approve Remuneration Report               For       For        Management
7     Approve Friends Provident Plc Deferred    For       For        Management
      Bonus Plan 2005
8     Amend Friends Provident Plc Executive     For       For        Management
      Long Term Incentive Plan
9     Amend Friends Provident Plc Executive     For       For        Management
      Share Option Scheme
10    Reappoint KPMG Audit Plc as Auditors of   For       For        Management
      the Company
11    Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
12    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 68,599,098.57
13    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 10,289,864.79
14    Authorise 205,797,295 Shares for Market   For       For        Management
      Purchase
15    Amend Articles of Association Re:         For       For        Management
      Indemnification of Directors


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

HEIDELBERGCEMENT AG (FRMLY HEIDELBERGER ZEMENT AG)

Ticker:                      Security ID:  DE0006047004
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.55 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2004
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2004
5     Ratify Ernst & Young AG as Auditors for   For       For        Management
      Fiscal 2005
6     Amend Articles Re: Remuneration of        For       For        Management
      Supervisory Board Members


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

ISHIKAWAJIMA-HARIMA HEAVY IND. CO.

Ticker:                      Security ID:  JP3134800006
Meeting Date: JUN 28, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, with No     For       For        Management
      Dividends
2     Amend Articles to: Change Location of     For       For        Management
      Head Office
3.1   Elect Director                            For       Against    Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
4.1   Appoint Internal Statutory Auditor        For       For        Management
4.2   Appoint Internal Statutory Auditor        For       Against    Management
5     Approve Retirement Bonuses for Directors  For       Against    Management
      and Statutory Auditors


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

JAPAN REAL ESTATE INVESTMENT CORP.

Ticker:                      Security ID:  JP3027680002
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to: Expand Permitted       For       For        Management
      Investment Types - Limit Legal Liability
      of Executive Directors and Supervisory
      Directors
2     Appoint Executive Director                For       For        Management
3.1   Elect Supervisory Director                For       For        Management
3.2   Elect Supervisory Director                For       For        Management


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

KANEBO LTD.

Ticker:                      Security ID:  JP3217000003
Meeting Date: JUL 29, 2004   Meeting Type: Special
Record Date:  JUN 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to Authorize Issuance of   For       For        Management
      Two Classes of Convertible Preferred
      Shares and One Class of Convertible
      Subordinated Shares
2     Approve Issuance of Shares for Private    For       For        Management
      Placements to Sumitomo Mitsui Bank and
      the Industrial Revitalization Corporation
      of Japan
3     Appoint External Audit Firm               For       For        Management


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

KARSTADT QUELLE AG (FORMERLY KARSTADT AG)

Ticker:                      Security ID:  DE0006275001
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Discharge of Management Board for For       For        Management
      Fiscal 2004
3     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2004
4     Ratify BDO Deutsche Warentreuhand AG as   For       For        Management
      Auditors for Fiscal 2005
5     Amend Articles Re: Calling of and         For       For        Management
      Registration for Shareholder Meetings due
      to Proposed Changes in German Law
      (Company Integrity and Modernization of
      Shareholder Lawsuits Regulation)


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

KARSTADT QUELLE AG (FORMERLY KARSTADT AG)

Ticker:                      Security ID:  DE0006275001
Meeting Date: NOV 22, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Report on Refinancing Plan        None      None       Management
2     Approve Creation of EUR 238.2 Million     For       For        Management
      Pool of Conditional Capital with
      Preemptive Rights (7 New Shares for Every
      8 Shares Currently Held)


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

KLEPIERRE

Ticker:                      Security ID:  FR0000121964
Meeting Date: APR 7, 2005    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
4     Approve Accounting Transfers From         For       For        Management
      Long-Term Capital Gains Account to
      Ordinary Reserve
5     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 2.30 per Share
6     Elect Alain Papiasse as Supervisory Board For       For        Management
      Member
7     Elect Francois Demon as Supervisory Board For       For        Management
      Member
8     Reelect Jerome Bedier as Supervisory      For       For        Management
      Board Member
9     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
10    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
11    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 60 Million
12    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 60 Million
13    Authorize Board to Set Issue Price for    For       Against    Management
      Ten Percent of Issued Capital Pursuant to
      Issue Authority without Preemptive Rights
14    Authorize Board to Increase Capital in    For       For        Management
      the Event of Demand Exceeding Amounts
      Submitted to Shareholder Vote Above
15    Authorize Capital Increase of Up to Ten   For       Against    Management
      Percent for Future Exchange Offers
16    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 60 Million for Bonus Issue or
      Increase in Par Value
17    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
18    Authorize Restricted Stock Plan;          For       Against    Management
      Authorize Use of Up to Ten Percent of
      Issued Capital in Restricted Stock Plan
19    Set Global Limit for Capital Increase to  For       For        Management
      Result from All Issuance Requests at EUR
      70 Million
20    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

LAND SECURITIES GROUP PLC

Ticker:                      Security ID:  GB0031809436
Meeting Date: JUL 14, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Approve Final Dividend of 27.2 Pence Per  For       Did Not    Management
      Ordinary Share                                      Vote
3     Approve Remuneration Report               For       Did Not    Management
                                                          Vote
4     Elect Bo Lerenius as Director             For       Did Not    Management
                                                          Vote
5     Re-elect Peter Birch as Director          For       Did Not    Management
                                                          Vote
6     Re-elect Sir Winfried Bischoff as         For       Did Not    Management
      Director                                            Vote
7     Re-elect David Rough as Director          For       Did Not    Management
                                                          Vote
8     Re-appoint PricewaterhouseCooper LLP as   For       Did Not    Management
      Auditors and Authorise Board to Fix                 Vote
      Remuneration of Auditors
9     Authorise 46,597,098 Ordinary Shares for  For       Did Not    Management
      Market Purchase                                     Vote
10    Approve Increase in the Aggregate         For       Did Not    Management
      Remuneration of Non-Executive Directors             Vote
      from GBP 300,000 to GBP 500,000


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

LLOYDS TSB GROUP PLC (FORMERLY TSB GROUP)

Ticker:                      Security ID:  GB0008706128
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3a    Elect Sir Julian Horn-Smith as Director   For       For        Management
3b    Elect Truett Tate as Director             For       For        Management
4a    Re-elect Gavin Gemmell as Director        For       For        Management
4b    Re-elect Michael Fairey as Director       For       For        Management
4c    Re-elect DeAnne Julius as Director        For       For        Management
5     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
6     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
7     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 332,373,048, USD 40,000,000, EUR
      40,000,000 and JPY 1,250,000,000
8     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 70,942,899
9     Authorise 567,000,000 Shares for Market   For       For        Management
      Purchase


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

MERCK KGAA

Ticker:                      Security ID:  DE0006599905
Meeting Date: MAR 31, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports for Fiscal Year 2004
2     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year 2004
3     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.80 per Share and Bonus
      Dividend of EUR 0.20 per Share
4     Approve Discharge of Personally Liable    For       For        Management
      Partners for Fiscal Year 2004
5     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal Year 2004
6     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors for
      Fiscal Year 2005
7     Approve Affiliation Agreements with       For       For        Management
      Subsidiaries
8     Adopt New Articles of Association         For       For        Management
9     Approve Creation of EUR 64.3 Million Pool For       For        Management
      of Conditional Capital with Partial
      Exclusion of Preemptive Rights


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

MITCHELLS & BUTLERS PLC

Ticker:       MLB            Security ID:  GB0033839910
Meeting Date: JAN 26, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 6.65 Pence Per  For       For        Management
      Share
4a    Re-elect Mike Bramley as Director         For       For        Management
4b    Re-elect Roger Carr as Director           For       For        Management
4c    Re-elect Drummond Hall as Director        For       For        Management
5     Reappoint Ernst & Young LLP as Auditors   For       For        Management
      of the Company
6     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
7     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 12,369,740
8     Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 1,855,460
9     Authorise 52,389,740 Shares for Market    For       For        Management
      Purchase
10    Approve Amendments to the Short Term      For       For        Management
      Deferred Incentive Plan
11    Authorise the Company and its Subsidiary, For       For        Management
      Mitchells & Butlers Retail Ltd., to each
      Make Donations to EU Political
      Organisations up to GBP 50,000 and to
      each Incur EU Political Expenditure up to
      GBP 50,000


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

NATIONAL EXPRESS GROUP PLC

Ticker:                      Security ID:  GB0006215205
Meeting Date: MAY 3, 2005    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 20.65 Pence Per For       For        Management
      Ordinary Share
4     Elect Sir Andrew Foster as Director       For       For        Management
5     Elect Tim Score as Director               For       For        Management
6     Re-elect Barry Gibson as Director         For       For        Management
7     Re-elect Sue Lyons as Director            For       For        Management
8     Reappoint Ernst & Young LLP as Auditors   For       For        Management
      of the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Authorise 13,800,000 Ordinary Shares for  For       For        Management
      Market Purchase
11    Authorise the Company to Make EU          For       For        Management
      Political Donations and Incur EU
      Political Expenditure up to GBP 100,000
12    Approve The National Express Group plc    For       For        Management
      Long-Term Incentive Plan


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

NIPPON BUILDING FUND INC. (FORMERLY OFFICE BUILDING FUND OF

Ticker:                      Security ID:  JP3027670003
Meeting Date: MAR 10, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to: Limit Legal Liability  For       For        Management
      of Executive Directors and Supervisory
      Directors; Permit REIT to Purchase Shares
      of Real Estate Management Companies
2     Elect 2 Executive Directors and 4         For       For        Management
      Supervisory Directors


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

NSK LTD.

Ticker:                      Security ID:  JP3720800006
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Executive Stock Option Plan       For       Against    Management
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       Against    Management
2.11  Elect Director                            For       Against    Management
2.12  Elect Director                            For       Against    Management


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

RAKUTEN CO.

Ticker:                      Security ID:  JP3967200001
Meeting Date: MAR 30, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 250, Special JY 0
2     Approve Reduction in Capital Reserves     For       Against    Management
3     Amend Articles to: Expand Business Lines  For       For        Management
      - Amend Board Size
4.1   Elect Director                            For       For        Management
4.2   Elect Director                            For       For        Management
4.3   Elect Director                            For       For        Management
4.4   Elect Director                            For       For        Management
4.5   Elect Director                            For       For        Management
4.6   Elect Director                            For       For        Management
4.7   Elect Director                            For       For        Management
4.8   Elect Director                            For       For        Management
5.1   Appoint Internal Statutory Auditor        For       For        Management
5.2   Appoint Internal Statutory Auditor        For       For        Management
6     Approve Executive Stock Option Plan       For       Against    Management


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

RMC GROUP PLC

Ticker:                      Security ID:  GB0007266413
Meeting Date: NOV 17, 2004   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement Re:         For       For        Management
      Acquisition by Cemex UK of RMC


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

RMC GROUP PLC

Ticker:                      Security ID:  GB0007266413
Meeting Date: NOV 17, 2004   Meeting Type: Court
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Scheme of Arrangement Re:         For       For        Management
      Acquisition By Cemex UK of RMC


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

RWE AG

Ticker:       RWEOY          Security ID:  DE0007037129
Meeting Date: APR 14, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 1.50 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal Year 2004
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal Year 2004
5     Ratify PwC Deutsche Revision AG as        For       For        Management
      Auditors for Fiscal Year 2005
6     Elect Thomas Fischer and Dagmar           For       For        Management
      Muehlenfeld to the Supervisory Board
7     Authorize Repurchase of up to Ten Percent For       For        Management
      of Issued Share Capital
8     Amend Articles Re: Calling of and         For       For        Management
      Registration for Shareholder Meetings
9     Amend Article Re: Chairmanship of General For       For        Management
      Meetings (to Reflect Pending German
      Legislation)


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

SABMILLER PLC (FORMERLY SOUTH AFRICAN BREWERIES LTD.)

Ticker:       SBWRY          Security ID:  GB0004835483
Meeting Date: JUL 29, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Re-elect Meyer Kahn as Director           For       For        Management
4     Re-elect John Manser as Director          For       For        Management
5     Re-elect Miles Morland as Director        For       For        Management
6     Re-elect Malcolm Wyman as Director        For       For        Management
7     Approve Final Dividend of 22.5 US Cents   For       For        Management
      Per Share
8     Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors of the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Authorise Issuance of Equity with         For       For        Management
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 6,919,217.20 to
      Satisfy the Conversion Rights of the
      Holders of USD 600 Million Guaranteed
      Convertible Bonds Due 2006
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      USD 15,007,992
12    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of USD 5,002,664
13    Authorise 100,053,279 Ordinary Shares for For       For        Management
      Market Purchase
14    Authorise the Directors to Use Shares     For       For        Management
      Held in Treasury for the Purposes of or
      Pursuant to Employee Share Schemes
15    Authorise up to 77,368,338 Non-voting     For       For        Management
      Convertible Shares for Purchase in
      Conjunction with Contingent Purchase
      Contract between the Company and
      SABMiller Jersey Ltd.
16    Amend Articles of Association Re:         For       For        Management
      Treasury Shares


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

SEGA SAMMY HOLDINGS INC.

Ticker:                      Security ID:  JP3419050004
Meeting Date: FEB 15, 2005   Meeting Type: Special
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Reduction in Legal Reserves       For       For        Management


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

SEGA SAMMY HOLDINGS INC.

Ticker:                      Security ID:  JP3419050004
Meeting Date: JUN 24, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 0,
      Final JY 40, Special JY 20
2     Amend Articles to: Authorize Public       For       For        Management
      Announcements in Electronic Format
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
4.1   Appoint Internal Statutory Auditor        For       Against    Management
4.2   Appoint Internal Statutory Auditor        For       Against    Management
4.3   Appoint Internal Statutory Auditor        For       Against    Management
4.4   Appoint Internal Statutory Auditor        For       Against    Management
5     Appoint Alternate Internal Statutory      For       Against    Management
      Auditor
6     Approve Executive Stock Option Plan       For       For        Management


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

SEVERN TRENT  PLC

Ticker:                      Security ID:  GB0000546324
Meeting Date: JUL 27, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 29.27 Pence Per For       For        Management
      Ordinary Share
4     Re-elect John Banyard as Director         For       For        Management
5     Re-elect Brian Duckworth as Director      For       For        Management
6     Re-elect John McAdam as Director          For       For        Management
7     Re-elect Derek Osborn as Director         For       For        Management
8     Elect Martin Houston as Director          For       For        Management
9     Elect Colin Matthews as Director          For       For        Management
10    Elect John Smith as Director              For       For        Management
11    Re-appoint PricewaterhouseCoopers LLP as  For       For        Management
      Auditors and Authorise Board to Fix
      Remuneration of Auditors
12    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 74,327,058
13    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 11,261,675
14    Authorise 34,511,587 Ordinary Shares for  For       For        Management
      Market Purchase
15    Amend Articles of Association             For       For        Management
16    Authorise Severn Trent Plc to Make EU     For       For        Management
      Political Donations and Incur EU
      Political Expenditure up to Aggregate
      Nominal Amount of GBP 50,000
17    Authorise Severn Trent Water Limited to   For       For        Management
      Make EU Political Donations and Incur EU
      Political Expenditure up to Aggregate
      Nominal Amount of GBP 50,000
18    Authorise Biffa Waste Services Limited to For       For        Management
      Make EU Political Donations and Incur EU
      Political Expenditure up to Aggregate
      Nominal Amount of GBP 25,000
19    Authorise Biffa Treatment NV to Make EU   For       For        Management
      Political Donations and Incur EU
      Political Expenditure up to Aggregate
      Nominal Amount of GBP 25,000


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

SHOWA SHELL SEKIYU K.K.

Ticker:                      Security ID:  JP3366800005
Meeting Date: MAR 30, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 15,
      Final JY 15, Special JY 0
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
3     Appoint Internal Statutory Auditor        For       Against    Management
4     Appoint Alternate Internal Statutory      For       For        Management
      Auditor


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

SOCIETE GENERALE

Ticker:       SCGLY          Security ID:  FR0000130809
Meeting Date: MAY 9, 2005    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 3.3 per Share
3     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
4     Approve Special Auditors' Report          For       For        Management
      Regarding Absence Related-Party
      Transactions
5     Reelect Jean Azema as Director            For       For        Management
6     Reelect Elisabeth Lulin as Director       For       For        Management
7     Reelect Patrick Ricard as Director        For       For        Management
8     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
9     Reduce Range of Board Size from 15 to 13  For       For        Management
      Board Members; Reduce Number of
      Representatives of Employee Shareholders
      From 3 to 2, and Allow Use of Electronic
      Voting for Elections of Representatives
      of Employee Shareholders
10    Amend Articles to Increase Shareholding   For       For        Management
      Disclosure Threshold from 0.5 Percent to
      1.5 Percent
11    Authorize Up to One Percent of Issued     For       Against    Management
      Capital for Use in Restricted Stock Plan
12    Authorize Capital Increase of Up to Ten   For       Against    Management
      Percent Of Issued Capital for Future
      Acquisitions
A     Shareholder Proposal: Amend Articles of   Against   For        Shareholder
      Association to Remove Voting Right
      Limitation of 15 Percent
13    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

SONY CORP.

Ticker:       SNE            Security ID:  JP3435000009
Meeting Date: JUN 22, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles to Authorize Public        For       For        Management
      Announcements in Electronic Format
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
2.7   Elect Director                            For       For        Management
2.8   Elect Director                            For       For        Management
2.9   Elect Director                            For       For        Management
2.10  Elect Director                            For       For        Management
2.11  Elect Director                            For       For        Management
2.12  Elect Director                            For       For        Management
3     Approve Executive Stock Option Plan       For       For        Management
4     Amend Articles to Require Disclosure of   Against   For        Shareholder
      Individual Compensation Levels for Five
      Highest-Paid Directors


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

SUEZ SA(FORMERLY SUEZ LYONNAISE DES EAUX)

Ticker:                      Security ID:  FR0000120529
Meeting Date: MAY 13, 2005   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.80 per Share
3     Approve Accounting Transfers From         For       For        Management
      Long-Term Capital Gains Account to
      Ordinary Reserve
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
6     Reelect Paul Demarais Jr as Director      For       For        Management
7     Reelect Gerard Mestrallet as Director     For       For        Management
8     Reelect Lord Simon of Highbury as         For       For        Management
      Director
9     Reelect Richard Goblet d'Alviella as      For       For        Management
      Director
10    Ratify Deloitte & Associes as Auditor     For       For        Management
11    Ratify Beas as Alternate Auditor          For       For        Management
12    Ratify Francis Gidoin as Alternate        For       For        Management
      Auditor
13    Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
14    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
15    Approve Issuance of up to 15 Million      For       For        Management
      Shares to Spring Multiple 2005 SCA in
      Connection with Share Purchase Plan for
      Employees of International Subsidiaries
16    Authorize Up to Three Percent of Issued   For       Against    Management
      Capital for Use in Restricted Stock Plan
17    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

SUMITOMO BAKELITE CO. LTD.

Ticker:                      Security ID:  JP3409400003
Meeting Date: JUN 29, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 5,
      Final JY 5, Special JY 0
2     Elect Director                            For       For        Management
3     Appoint Internal Statutory Auditor        For       Against    Management
4     Approve Retirement Bonuses for Director   For       Against    Management
      and Statutory Auditor


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

THYSSENKRUPP AG (FORMERLY THYSSEN AG )

Ticker:                      Security ID:  DE0007500001
Meeting Date: JAN 21, 2005   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.60 per Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2003/2004
4     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2003/2004
5     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors
6     Authorize Share Repurchase Program and    For       For        Management
      Reissuance of Repurchased Shares
7.1   Elect Gerhard Cromme to the Supervisory   For       For        Management
      Board
7.2   Elect Wan Gang to the Supervisory Board   For       For        Management
7.3   Elect Juergen Hubbert to the Supervisory  For       For        Management
      Board
7.4   Elect Martin Kohlhaussen to the           For       For        Management
      Supervisory Board
7.5   Elect Heinz Kriwet to the Supervisory     For       For        Management
      Board
7.6   Elect Bernhard Pellens to the Supervisory For       For        Management
      Board
7.7   Elect Heinrich v. Pierer to the           For       For        Management
      Supervisory Board
7.8   Elect Kersten von Schenck to the          For       For        Management
      Supervisory Board
7.9   Elect Henning Schulte-Noelle to the       For       For        Management
      Supervisory Board
7.10  Elect Christian Streiff to the            For       For        Management
      Supervisory Board


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

TONEN GENERAL SEKIYU K.K.

Ticker:                      Security ID:  JP3428600005
Meeting Date: MAR 25, 2005   Meeting Type: Annual
Record Date:  DEC 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, Including   For       For        Management
      the Following Dividends: Interim JY 18,
      Final JY 18, Special JY 0
2.1   Elect Director                            For       For        Management
2.2   Elect Director                            For       For        Management
2.3   Elect Director                            For       For        Management
2.4   Elect Director                            For       For        Management
2.5   Elect Director                            For       For        Management
2.6   Elect Director                            For       For        Management
3     Appoint Alternate Internal Statutory      For       Against    Management
      Auditor


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

UNIBAIL HOLDING(FRMLY UNIBAIL)

Ticker:                      Security ID:  FR0000124711
Meeting Date: DEC 7, 2004    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Special Dividends of EUR 23 Per   For       For        Management
      Share
2     Confirm Payment of Dividends in Cash and  For       For        Management
      Set Payment Date to Jan. 7, 2005
3     Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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

UNITED UTILITIES PLC

Ticker:                      Security ID:  GB0006462336
Meeting Date: JUL 30, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 29.88 Pence Per For       For        Management
      Ordinary Share and 14.94 Pence Per A
      Share
3     Elect Charlie Cornish as Director         For       For        Management
4     Re-elect Sir Richard Evans as Director    For       For        Management
5     Re-elect Sir Peter Middleton as Director  For       For        Management
6     Re-elect Simon Batey as Director          For       For        Management
7     Approve Remuneration Report               For       For        Management
8     Re-appoint Deloitte and Touche LLP as     For       For        Management
      Auditors of the Company
9     Authorise Board to Fix Remuneration of    For       For        Management
      the Auditors
10    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 185,737,898
11    Authorise Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 27,860,684
12    Authorise 55,721,369 Ordinary Shares for  For       For        Management
      Market Purchase
13    Amend Articles of Association Re:         For       For        Management
      Retirement by Rotation of Directors
14    Amend The United Utilities PLC            For       For        Management
      Performance Share Plan


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

VALEO

Ticker:       VALEO          Security ID:  FR0000130338
Meeting Date: MAY 3, 2005    Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
4     Approve Allocation of Income and          For       For        Management
      Dividends
5     Approve Accounting Transfer from Special  For       For        Management
      Long-Term Capital Gains Account to Other
      Reserve
6     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
7     Reelect Pierre-Alain De Smedt to Replace  For       For        Management
      Noel Goutard as Director
8     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 76.22 Million
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 76.22 Million
10    Authorize Capital Increase of Up to Ten   For       For        Management
      Percent of Issued Capital for Future
      Exchange Offers
11    Authorize Capitalization of Reserves of   For       For        Management
      Up to EUR 76.22 Million for Bonus Issue
      or Increase in Par Value
12    Authorize Board to Increase Capital in    For       For        Management
      the Event of Demand Exceeding Amounts
      Proposed in Issuance Authority Above
13    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
14    Approve Stock Option Plan Grants          For       Against    Management
15    Authorize up to Ten Percent of Issued     For       Against    Management
      Capital for Use in Restricted Stock Plan
16    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
17    Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Treasury Shares
18    Amend Articles RE: Transfer of Shares     For       Against    Management
      Pursuant to Changes in French Financial
      Legislation
19    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities

========== 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 International Bond Fund

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

Date:                   August 29, 2005

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