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:                    811-21208

Exact name of registrant as specified in charter:
                                           Oppenheimer Select Value Fund

Address of principal executive offices:             6803 South Tucson Way
                                               Centennial, CO 80112-3924

Name and address of agent for service:                 Arthur S. Gabinet,
                               Executive Vice President & General Counsel
                                        OFI Global Asset Management, Inc.
                                               Two World Financial Center
                                                       225 Liberty Street
                                                  New York, NY 10281-1008

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

Date of fiscal year end:                                            4/30

Date of reporting period:                           07/01/2012-06/30/2013

Item 1.

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

ICA File Number: 811-21208
Reporting Period: 07/01/2012 - 06/30/2013
Oppenheimer Select Value Fund









======================== Oppenheimer Select Value Fund =========================


ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert M. Hernandez as Director   For       For          Management
1.2   Elect Peter Menikoff as Director        For       For          Management
1.3   Elect Robert Ripp as Director           For       For          Management
1.4   Elect Theodore E. Shasta as Director    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3.1   Approve Annual Report                   For       For          Management
3.2   Accept Statutory Financial Statements   For       For          Management
3.3   Accept Consolidated Financial           For       For          Management
      Statements
4     Approve Allocation of Income and        For       For          Management
      Dividends
5     Approve Discharge of Board and Senior   For       For          Management
      Management
6.1   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
6.2   Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm as Auditors
6.3   Ratify BDO AG as Special Auditors       For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Approve Dividend Distribution From      For       For          Management
      Legal Reserves Through Reduction of
      Par Value
9     Advisory Vote to ratify Named           For       For          Management
      Executive Officers' Compensation


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AGCO CORPORATION

Ticker:       AGCO           Security ID:  001084102
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director P. George Benson         For       For          Management
1.2   Elect Director Wolfgang Deml            For       For          Management
1.3   Elect Director Luiz F. Furlan           For       For          Management
1.4   Elect Director George E. Minnich        For       For          Management
1.5   Elect Director Martin H. Richenhagen    For       For          Management
1.6   Elect Director Gerald L. Shaheen        For       For          Management
1.7   Elect Director Mallika Srinivasan       For       For          Management
1.8   Elect Director Hendrikus Visser         For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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AMGEN INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David Baltimore          For       For          Management
1.2   Elect Director Frank J. Biondi, Jr.     For       For          Management
1.3   Elect Director Robert A. Bradway        For       For          Management
1.4   Elect Director Francois de Carbonnel    For       For          Management
1.5   Elect Director Vance D. Coffman         For       For          Management
1.6   Elect Director Robert A. Eckert         For       For          Management
1.7   Elect Director Rebecca M. Henderson     For       For          Management
1.8   Elect Director Frank C. Herringer       For       For          Management
1.9   Elect Director Tyler Jacks              For       For          Management
1.10  Elect Director Gilbert S. Omenn         For       For          Management
1.11  Elect Director Judith C. Pelham         For       For          Management
1.12  Elect Director Leonard D. Schaeffer     For       For          Management
1.13  Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Eugene C. Fiedorek       For       For          Management
2     Elect Director Chansoo Joung            For       For          Management
3     Elect Director William C. Montgomery    For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
6     Amend Omnibus Stock Plan                For       For          Management
7     Declassify the Board of Directors       For       For          Management


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 27, 2013   Meeting Type: Annual
Record Date:  JAN 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Campbell         For       For          Management
1.2   Elect Director Timothy Cook             For       For          Management
1.3   Elect Director Millard Drexler          For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert Iger              For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur Levinson          For       For          Management
1.8   Elect Director Ronald Sugar             For       For          Management
2     Amend Articles of Incorporation         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Establish Board Committee on Human      Against   Abstain      Shareholder
      Rights


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BAKER HUGHES INCORPORATED

Ticker:       BHI            Security ID:  057224107
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry D. Brady           For       For          Management
1.2   Elect Director Clarence P. Cazalot, Jr. For       For          Management
1.3   Elect Director Martin S. Craighead      For       For          Management
1.4   Elect Director Lynn L. Elsenhans        For       For          Management
1.5   Elect Director Anthony G. Fernandes     For       For          Management
1.6   Elect Director Claire W. Gargalli       For       For          Management
1.7   Elect Director Pierre H. Jungels        For       For          Management
1.8   Elect Director James A. Lash            For       For          Management
1.9   Elect Director J. Larry Nichols         For       For          Management
1.10  Elect Director James W. Stewart         For       For          Management
1.11  Elect Director Charles L. Watson        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Amend Omnibus Stock Plan                For       For          Management


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BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sharon L. Allen          For       For          Management
1.2   Elect Director Susan S. Bies            For       For          Management
1.3   Elect Director Jack O. Bovender, Jr.    For       For          Management
1.4   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.5   Elect Director Arnold W. Donald         For       For          Management
1.6   Elect Director Charles K. Gifford       For       For          Management
1.7   Elect Director Charles O. Holliday, Jr. For       For          Management
1.8   Elect Director Linda P. Hudson          For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Thomas J. May            For       For          Management
1.11  Elect Director Brian T. Moynihan        For       For          Management
1.12  Elect Director Lionel L. Nowell, III    For       For          Management
1.13  Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Political Contributions       Against   For          Shareholder
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Amend Bylaw to Limit Multiple Board     Against   Against      Shareholder
      Service
7     Report on Feasibility of Prohibiting    Against   Abstain      Shareholder
      Political Contributions
8     Review Fair Housing and Fair Lending    Against   For          Shareholder
      Compliance


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BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Thomas F. Chen           For       For          Management
1b    Elect Director Blake E. Devitt          For       For          Management
1c    Elect Director John D. Forsyth          For       For          Management
1d    Elect Director Gail D. Fosler           For       For          Management
1e    Elect Director Carole J. Shapazian      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Provide Right to Call Special Meeting   For       For          Management


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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Abdlatif Yousef Al-Hamad For       For          Management
1b    Elect Director Mathis Cabiallavetta     For       For          Management
1c    Elect Director Dennis D. Dammerman      For       For          Management
1d    Elect Director Jessica P. Einhorn       For       For          Management
1e    Elect Director Fabrizio Freda           For       For          Management
1f    Elect Director David H. Komansky        For       For          Management
1g    Elect Director James E. Rohr            For       For          Management
1h    Elect Director Susan L. Wagner          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BMW GROUP BAYERISCHE MOTOREN WERKE AG

Ticker:       BMW            Security ID:  D12096109
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2012
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.52 per Preferred
      Share and EUR 2.50 per Ordinary Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2012
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2012
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2013
6.1   Elect Reinhard Huettl to the            For       For          Management
      Supervisory Board
6.2   Elect Karl-Ludwig Kley to the           For       For          Management
      Supervisory Board
6.3   Elect Renate Koecher to the             For       For          Management
      Supervisory Board
6.4   Elect Joachim Milberg to the            For       For          Management
      Supervisory Board
7     Amend Articles Re: Remuneration of the  For       For          Management
      Supervisory Board


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BP PLC

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 11, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Bob Dudley as Director         For       For          Management
4     Re-elect Iain Conn as Director          For       For          Management
5     Re-elect Dr Brian Gilvary as Director   For       For          Management
6     Re-elect Paul Anderson as Director      For       For          Management
7     Re-elect Frank Bowman as Director       For       For          Management
8     Re-elect Antony Burgmans as Director    For       For          Management
9     Re-elect Cynthia Carroll as Director    For       For          Management
10    Re-elect George David as Director       For       For          Management
11    Re-elect Ian Davis as Director          For       For          Management
12    Re-elect Dame Ann Dowling as Director   For       For          Management
13    Re-elect Brendan Nelson as Director     For       For          Management
14    Re-elect Phuthuma Nhleko as Director    For       For          Management
15    Re-elect Andrew Shilston as Director    For       For          Management
16    Re-elect Carl-Henric Svanberg as        For       For          Management
      Director
17    Reappoint Ernst & Young LLP as          For       For          Management
      Auditors and Authorise Their
      Remuneration
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
20    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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BROWN & BROWN, INC.

Ticker:       BRO            Security ID:  115236101
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Hyatt Brown           For       For          Management
1.2   Elect Director Samuel P. Bell, III      For       For          Management
1.3   Elect Director Hugh M. Brown            For       For          Management
1.4   Elect Director J. Powell Brown          For       For          Management
1.5   Elect Director Bradley Currey, Jr.      For       For          Management
1.6   Elect Director Theodore J. Hoepner      For       For          Management
1.7   Elect Director James S. Hunt            For       For          Management
1.8   Elect Director Toni Jennings            For       For          Management
1.9   Elect Director Timothy R.M. Main        For       For          Management
1.10  Elect Director H. Palmer Proctor, Jr.   For       For          Management
1.11  Elect Director Wendell S. Reilly        For       For          Management
1.12  Elect Director Chilton D. Varner        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CELANESE CORPORATION

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jay V. Ihlenfeld         For       For          Management
1b    Elect Director Mark C. Rohr             For       For          Management
1c    Elect Director Farah M. Walters         For       For          Management
1d    Elect Director Edward G. Galante        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linnet F. Deily          For       For          Management
1b    Elect Director Robert E. Denham         For       For          Management
1c    Elect Director Alice P. Gast            For       For          Management
1d    Elect Director Enrique Hernandez, Jr.   For       For          Management
1e    Elect Director George L. Kirkland       For       For          Management
1f    Elect Director Charles W. Moorman, IV   For       For          Management
1g    Elect Director Kevin W. Sharer          For       For          Management
1h    Elect Director John G. Stumpf           For       For          Management
1i    Elect Director Ronald D. Sugar          For       For          Management
1j    Elect Director Carl Ware                For       For          Management
1k    Elect Director John S. Watson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Management of Hydraulic       Against   For          Shareholder
      Fracturing Risks and Opportunities
6     Report on Offshore Oil Wells and Spill  Against   Abstain      Shareholder
      Mitigation Measures
7     Report on Financial Risks of Climate    Against   Abstain      Shareholder
      Change
8     Report on Lobbying Payments and Policy  Against   For          Shareholder
9     Prohibit Political Contributions        Against   Abstain      Shareholder
10    Provide for Cumulative Voting           Against   Against      Shareholder
11    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
12    Require Director Nominee with           Against   For          Shareholder
      Environmental Expertise
13    Adopt Guidelines for Country Selection  Against   For          Shareholder


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol A. Bartz           For       For          Management
1b    Elect Director Marc Benioff             For       For          Management
1c    Elect Director M. Michele Burns         For       For          Management
1d    Elect Director Michael D. Capellas      For       For          Management
1e    Elect Director Larry R. Carter          For       For          Management
1f    Elect Director John T. Chambers         For       For          Management
1g    Elect Director Brian L. Halla           For       For          Management
1h    Elect Director John L. Hennessy         For       For          Management
1i    Elect Director Kristina M. Johnson      For       For          Management
1j    Elect Director Richard M. Kovacevich    For       For          Management
1k    Elect Director Roderick C. McGeary      For       For          Management
1l    Elect Director Arun Sarin               For       For          Management
1m    Elect Director Steven M. West           For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Eliminating Conflict          Against   Abstain      Shareholder
      Minerals from Supply Chain


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CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Amend Indemnifications Provisions       Against   Against      Shareholder


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DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 27, 2013   Meeting Type: Annual
Record Date:  MAY 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard H. Anderson      For       For          Management
1b    Elect Director Edward H. Bastian        For       For          Management
1c    Elect Director Roy J. Bostock           For       For          Management
1d    Elect Director John S. Brinzo           For       For          Management
1e    Elect Director Daniel A. Carp           For       For          Management
1f    Elect Director David G. DeWalt          For       For          Management
1g    Elect Director William H. Easter, III   For       For          Management
1h    Elect Director Mickey P. Foret          For       For          Management
1i    Elect Director Shirley C. Franklin      For       For          Management
1j    Elect Director David R. Goode           For       For          Management
1k    Elect Director George N. Mattson        For       For          Management
1l    Elect Director Paula Rosput Reynolds    For       For          Management
1m    Elect Director Kenneth C. Rogers        For       For          Management
1n    Elect Director Kenneth B. Woodrow       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   For          Shareholder


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DEVON ENERGY CORPORATION

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert H. Henry          For       For          Management
1.2   Elect Director John A. Hill             For       For          Management
1.3   Elect Director Michael M. Kanovsky      For       For          Management
1.4   Elect Director Robert A. Mosbacher, Jr. For       For          Management
1.5   Elect Director J. Larry Nichols         For       For          Management
1.6   Elect Director Duane C. Radtke          For       For          Management
1.7   Elect Director Mary P. Ricciardello     For       For          Management
1.8   Elect Director John Richels             For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Provide Right to Act by Written Consent Against   For          Shareholder


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FLY LEASING LIMITED

Ticker:       FLY            Security ID:  34407D109
Meeting Date: JUN 25, 2013   Meeting Type: Annual
Record Date:  MAY 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Erik G. Braathen as Director    For       For          Management
2     Reelect Sean Donlon as Director         For       For          Management
3     Reelect Joseph M. Donovan as Director   For       For          Management
4     Reelect Susan M. Walton as Director     For       For          Management
5     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
6     Transact Other Business (Non-Voting)    None      None         Management


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

GREAT WALL MOTOR CO., LTD.

Ticker:       02333          Security ID:  Y2882P106
Meeting Date: JUN 26, 2013   Meeting Type: Special
Record Date:  MAY 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Absorption and Merger of        For       For          Management
      Baoding Xinchang Auto Parts Company
      Ltd., Baoding Great Wall Botai
      Electrical Appliance Manufacturing Co.
      Ltd. and Baoding Xincheng Automotive
      Development Co. Ltd.
2     Approve Adjustment on the Use of        For       For          Management
      Proceeds and Reallocation of Remaining
      Proceeds from Certain Projects to
      Other Projects of the Company


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HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 22, 2013   Meeting Type: Annual
Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Gordon M. Bethune        For       For          Management
1B    Elect Director Kevin Burke              For       For          Management
1C    Elect Director Jaime Chico Pardo        For       For          Management
1D    Elect Director David M. Cote            For       For          Management
1E    Elect Director D. Scott Davis           For       For          Management
1F    Elect Director Linnet F. Deily          For       For          Management
1G    Elect Director Judd Gregg               For       For          Management
1H    Elect Director Clive Hollick            For       For          Management
1I    Elect Director Grace D. Lieblein        For       For          Management
1J    Elect Director George Paz               For       For          Management
1K    Elect Director Bradley T. Sheares       For       For          Management
1L    Elect Director Robin L. Washington      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Bruce D. Broussard       For       For          Management
1b    Elect Director Frank A. D'Amelio        For       For          Management
1c    Elect Director W. Roy Dunbar            For       For          Management
1d    Elect Director Kurt J. Hilzinger        For       For          Management
1e    Elect Director David A. Jones, Jr.      For       For          Management
1f    Elect Director Michael B. McCallister   For       For          Management
1g    Elect Director William J. McDonald      For       For          Management
1h    Elect Director William E. Mitchell      For       For          Management
1i    Elect Director David B. Nash            For       For          Management
1j    Elect Director James J. O'Brien         For       For          Management
1k    Elect Director Marissa T. Peterson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   For          Shareholder


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HUNTINGTON INGALLS INDUSTRIES, INC.

Ticker:       HII            Security ID:  446413106
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Bruner         For       For          Management
1.2   Elect Director Artur G. Davis           For       For          Management
1.3   Elect Director Thomas B. Fargo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James A. Bell            For       For          Management
1b    Elect Director Crandall C.Bowles        For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director David M. Cote            For       Against      Management
1e    Elect Director James S. Crown           For       Against      Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Ellen V. Futter          For       Against      Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   For          Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Institute Procedures to Prevent         Against   Abstain      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
9     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pradeep Sindhu           For       For          Management
1.2   Elect Director Robert M. Calderoni      For       For          Management
1.3   Elect Director William F. Meehan        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

KNIGHT TRANSPORTATION, INC.

Ticker:       KNX            Security ID:  499064103
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin P. Knight          For       Withhold     Management
1.2   Elect Director Randy Knight             For       Withhold     Management
1.3   Elect Director Michael Garnreiter       For       Withhold     Management
2     Elect Director Richard C. Kraemer       For       Withhold     Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

LANDSTAR SYSTEM, INC.

Ticker:       LSTR           Security ID:  515098101
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Homaira Akbari           For       For          Management
1.2   Elect Director Diana M. Murphy          For       For          Management
1.3   Elect Director Larry J. Thoele          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Non-Employee Director           For       For          Management
      Restricted Stock Plan


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

LAREDO PETROLEUM HOLDINGS, INC.

Ticker:       LPI            Security ID:  516806106
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randy A. Foutch          For       For          Management
1.2   Elect Director Jerry R. Schuyler        For       For          Management
1.3   Elect Director Peter R. Kagan           For       Withhold     Management
1.4   Elect Director James R. Levy            For       For          Management
1.5   Elect Director B.Z. (Bill) Parker       For       For          Management
1.6   Elect Director Pamela S. Pierce         For       For          Management
1.7   Elect Director L. Francis Rooney        For       Withhold     Management
1.8   Elect Director Myles W. Scoggins        For       For          Management
1.9   Elect Director Edmund P. Segner, III    For       For          Management
1.10  Elect Director Donald D. Wolf           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Dawn E. Hudson           For       For          Management
1.7   Elect Director Robert L. Johnson        For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Richard K. Lochridge     For       For          Management
1.10  Elect Director Robert A. Niblock        For       For          Management
1.11  Elect Director Eric C. Wisemen          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Stock Retention/Holding Period          Against   For          Shareholder


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

M&T BANK CORPORATION

Ticker:       MTB            Security ID:  55261F104
Meeting Date: APR 16, 2013   Meeting Type: Special
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Approve amendments to the terms of the  For       For          Management
      Series A Preferred Shares that would
      serve to reduce the dividend rate on
      the Series A Preferred Shares from 9%
      per annum to 6.375% per annum
3     Approve amendments to the terms of the  For       For          Management
      Series C Preferred Shares that would
      serve to reduce the dividend rate on
      the Series C Preferred Shares from 9%
      per annum to 6.375% per annum
4     Adjourn Meeting                         For       For          Management


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

M&T BANK CORPORATION

Ticker:       MTB            Security ID:  55261F104
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brent D. Baird           For       For          Management
1.2   Elect Director C. Angela Bontempo       For       For          Management
1.3   Elect Director Robert T. Brady          For       For          Management
1.4   Elect Director T. Jefferson             For       For          Management
      Cunningham, III
1.5   Elect Director Mark J. Czarnecki        For       For          Management
1.6   Elect Director Gary N. Geisel           For       Withhold     Management
1.7   Elect Director John D. Hawke, Jr        For       For          Management
1.8   Elect Director Patrick W.E. Hodgson     For       For          Management
1.9   Elect Director Richard G. King          For       For          Management
1.10  Elect Director Jorge G. Pereira         For       For          Management
1.11  Elect Director Michael P. Pinto         For       For          Management
1.12  Elect Director Melinda R. Rich          For       For          Management
1.13  Elect Director Robert E. Sadler, Jr.    For       For          Management
1.14  Elect Director Herbert L. Washington    For       For          Management
1.15  Elect Director Robert G. Wilmers        For       For          Management
2     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Zachary W. Carter        For       For          Management
1b    Elect Director Oscar Fanjul             For       For          Management
1c    Elect Director Daniel S. Glaser         For       For          Management
1d    Elect Director H. Edward Hanway         For       For          Management
1e    Elect Director Lord Lang                For       For          Management
1f    Elect Director Elaine La Roche          For       For          Management
1g    Elect Director Steven A. Mills          For       For          Management
1h    Elect Director Bruce P. Nolop           For       For          Management
1i    Elect Director Marc D. Oken             For       For          Management
1j    Elect Director Morton O. Schapiro       For       For          Management
1k    Elect Director Adele Simmons            For       For          Management
1l    Elect Director Lloyd M. Yates           For       For          Management
1m    Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 23, 2012   Meeting Type: Annual
Record Date:  JUN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Anderson      For       For          Management
1.2   Elect Director Victor J. Dzau           For       For          Management
1.3   Elect Director Omar Ishrak              For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director Michael O. Leavitt       For       For          Management
1.6   Elect Director James T. Lenehan         For       For          Management
1.7   Elect Director Denise M. O'Leary        For       For          Management
1.8   Elect Director Kendall J. Powell        For       For          Management
1.9   Elect Director Robert C. Pozen          For       For          Management
1.10  Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 28, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Thomas R. Cech           For       For          Management
1c    Elect Director Kenneth C. Frazier       For       For          Management
1d    Elect Director Thomas H. Glocer         For       For          Management
1e    Elect Director William B. Harrison Jr.  For       For          Management
1f    Elect Director  C. Robert Kidder        For       For          Management
1g    Elect Director Rochelle B. Lazarus      For       For          Management
1h    Elect Director Carlos E. Represas       For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Craig B. Thompson        For       For          Management
1k    Elect Director Wendell P. Weeks         For       For          Management
1l    Elect Director Peter C. Wendell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Report on Charitable and Political      Against   Abstain      Shareholder
      Contributions
7     Report on Lobbying Activities           Against   Abstain      Shareholder


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

MOLSON COORS BREWING COMPANY

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger Eaton              For       For          Management
1.2   Elect Director Charles M. Herington     For       For          Management
1.3   Elect Director H. Sanford Riley         For       For          Management
2     Amend Certificate of Incorporation to   For       For          Management
      Provide that Holders of Class A and
      Class B Common Stock shall Vote
      Together as a Single Class, on an
      Advisory Basis, to Approve Compensation


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

NAVISTAR INTERNATIONAL CORPORATION

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 19, 2013   Meeting Type: Annual
Record Date:  JAN 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John C. Pope             For       For          Management
1.2   Elect Director Vincent J. Intrieri      For       For          Management
1.3   Elect Director Michael N. Hammes        For       For          Management
1.4   Elect Director Mark H. Rachesky         For       For          Management
1.5   Elect Director Samuel J. Merksamer      For       For          Management
1.6   Elect Director Stanley A. McChrystal    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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

NEWELL RUBBERMAID INC.

Ticker:       NWL            Security ID:  651229106
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Scott S. Cowen           For       For          Management
1b    Elect Director Cynthia A. Montgomery    For       For          Management
1c    Elect Director Jose Ignacio             For       For          Management
      Perez-lizaur
1d    Elect Director Michael B. Polk          For       For          Management
1e    Elect Director Michael A. Todman        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NORTHERN TRUST CORPORATION

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda Walker Bynoe       For       For          Management
1.2   Elect Director Nicholas D. Chabraja     For       Withhold     Management
1.3   Elect Director Susan Crown              For       For          Management
1.4   Elect Director Dipak C. Jain            For       For          Management
1.5   Elect Director Robert W. Lane           For       For          Management
1.6   Elect Director Edward J. Mooney         For       For          Management
1.7   Elect Director Jose Luis Prado          For       For          Management
1.8   Elect Director John W. Rowe             For       For          Management
1.9   Elect Director Martin P. Slark          For       For          Management
1.10  Elect Director David H. B. Smith, Jr.   For       For          Management
1.11  Elect Director Charles A. Tribbett, III For       For          Management
1.12  Elect Director Frederick H. Waddell     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Political Contributions and   Against   For          Shareholder
      Lobbying Expenditures


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

QUANTA SERVICES, INC.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Ball            For       For          Management
1.2   Elect Director J. Michal Conaway        For       For          Management
1.3   Elect Director Vincent D. Foster        For       For          Management
1.4   Elect Director Bernard Fried            For       For          Management
1.5   Elect Director Louis C. Golm            For       For          Management
1.6   Elect Director Worthing F. Jackman      For       For          Management
1.7   Elect Director James F. O'Neil III      For       For          Management
1.8   Elect Director Bruce Ranck              For       For          Management
1.9   Elect Director Margaret B. Shannon      For       For          Management
1.10  Elect Director Pat Wood, III            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROCK-TENN COMPANY

Ticker:       RKT            Security ID:  772739207
Meeting Date: JAN 25, 2013   Meeting Type: Annual
Record Date:  NOV 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director G. Stephen Felker        For       For          Management
1.2   Elect Director Lawrence L.              For       For          Management
      Gellerstedt, III
1.3   Elect Director John W. Spiegel          For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Declassify the Board of Directors       Against   For          Shareholder


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

SANDISK CORPORATION

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael E. Marks         For       For          Management
1.2   Elect Director Kevin DeNuccio           For       For          Management
1.3   Elect Director Irwin Federman           For       For          Management
1.4   Elect Director Steven J. Gomo           For       For          Management
1.5   Elect Director Eddy W. Hartenstein      For       For          Management
1.6   Elect Director Chenming Hu              For       For          Management
1.7   Elect Director Catherine P. Lego        For       For          Management
1.8   Elect Director Sanjay Mehrotra          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SCANA CORPORATION

Ticker:       SCG            Security ID:  80589M102
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin B. Marsh           For       For          Management
1.2   Elect Director Joshua W. Martin, III    For       For          Management
1.3   Elect Director James M. Micali          For       For          Management
1.4   Elect Director Harold C. Stowe          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       None      For          Shareholder


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Beall, II      For       For          Management
1.2   Elect Director Alston D. Correll        For       For          Management
1.3   Elect Director Jeffrey C. Crowe         For       For          Management
1.4   Elect Director David H. Hughes          For       For          Management
1.5   Elect Director M. Douglas Ivester       For       For          Management
1.6   Elect Director Kyle Prechtl Legg        For       For          Management
1.7   Elect Director William A. Linnenbringer For       For          Management
1.8   Elect Director Donna S. Morea           For       For          Management
1.9   Elect Director David M. Ratcliffe       For       For          Management
1.10  Elect Director William H. Rogers, Jr.   For       For          Management
1.11  Elect Director Frank W. Scruggs         For       For          Management
1.12  Elect Director Thomas R. Watjen         For       For          Management
1.13  Elect Director Phail Wynn, Jr.          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: JUL 25, 2012   Meeting Type: Special
Record Date:  JUL 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reallocation of Legal Reserves  For       For          Management
      to Free Reserves
2     Adjourn Meeting                         For       For          Management


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

TELEFONICA S.A.

Ticker:       TEF            Security ID:  879382208
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  MAY 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Standalone and Consolidated     For       For          Management
      Financial Statements, Allocation of
      Income, and Discharge Directors
2.1   Reelect Jose Maria Abril Perez as       For       Against      Management
      Director
2.2   Reelect Jose Fernando de Almansa        For       Against      Management
      Moreno-Barreda as Director
2.3   Reelect Eva Castillo Sanz as Director   For       Against      Management
2.4   Reelect Luiz Fernando Furlan as         For       Against      Management
      Director
2.5   Reelect Francisco Javier de Paz Mancho  For       Against      Management
      as Director
2.6   Ratify Co-option of and Elect Santiago  For       Against      Management
      Fernandez Valbuena as Director
3     Renew Appointment of Ernst & Young as   For       For          Management
      Auditor
4.1   Amend Articles                          For       For          Management
4.2   Amend Articles                          For       For          Management
4.3   Approve Restated Articles of            For       For          Management
      Association
5     Adopt Restated General Meeting          For       For          Management
      Regulations
6     Approve Dividends                       For       For          Management
7     Authorize Issuance of Convertible       For       Against      Management
      Bonds, Debentures, Warrants, and Other
      Debt Securities without Preemptive
      Rights up to EUR 25 Billion
8     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
9     Advisory Vote on Remuneration Policy    For       Against      Management
      Report


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

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: JUL 10, 2012   Meeting Type: Special
Record Date:  MAY 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Stock Split                     For       For          Management


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director William W. George        For       For          Management
6     Elect Director James A. Johnson         For       For          Management
7     Elect Director Lakshmi N. Mittal        For       For          Management
8     Elect Director Adebayo O. Ogunlesi      For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Elect Director Mark E. Tucker           For       For          Management
12    Elect Director David A. Viniar          For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Omnibus Stock Plan              For       Against      Management
15    Ratify Auditors                         For       For          Management
16    Establish Board Committee on Human      Against   Against      Shareholder
      Rights
17    Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
18    Adopt Proxy Access Right                Against   Against      Shareholder
19    Employ Investment Bank to Explore       Against   Against      Shareholder
      Alternatives to Maximize Shareholder
      Value


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

THE MOSAIC COMPANY

Ticker:       MOS            Security ID:  61945C103
Meeting Date: OCT 04, 2012   Meeting Type: Annual
Record Date:  AUG 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Phyllis E. Cochran       For       For          Management
1.2   Elect Director Gregory L. Ebel          For       For          Management
1.3   Elect Director Robert L. Lumpkins       For       For          Management
1.4   Elect Director William T. Monahan       For       For          Management
2     Elect Director Harold H. Mackay         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITED CONTINENTAL HOLDINGS, INC.

Ticker:       UAL            Security ID:  910047109
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn Corvi            For       For          Management
1.2   Elect Director Jane C. Garvey           For       For          Management
1.3   Elect Director Walter Isaacson          For       For          Management
1.4   Elect Director Henry L. Meyer III       For       For          Management
1.5   Elect Director Oscar Munoz              For       For          Management
1.6   Elect Director Laurence E. Simmons      For       For          Management
1.7   Elect Director Jeffery A. Smisek        For       For          Management
1.8   Elect Director David J. Vitale          For       For          Management
1.9   Elect Director John H. Walker           For       For          Management
1.10  Elect Director Charles A. Yamarone      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Provide Right to Call Special Meeting   For       For          Management


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Carrion       For       For          Management
1.2   Elect Director Melanie L. Healey        For       For          Management
1.3   Elect Director M. Frances Keeth         For       For          Management
1.4   Elect Director Robert W. Lane           For       For          Management
1.5   Elect Director Lowell C. McAdam         For       For          Management
1.6   Elect Director Sandra O. Moose          For       For          Management
1.7   Elect Director Joseph Neubauer          For       For          Management
1.8   Elect Director Donald T. Nicolaisen     For       For          Management
1.9   Elect Director Clarence Otis, Jr.       For       For          Management
1.10  Elect Director Hugh B. Price            For       For          Management
1.11  Elect Director Rodney E. Slater         For       For          Management
1.12  Elect Director Kathryn A. Tesija        For       For          Management
1.13  Elect Director Gregory D. Wasson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Commit to Wireless Network Neutrality   Against   For          Shareholder
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Adopt Proxy Access Right                Against   For          Shareholder
8     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
9     Amend Articles/Bylaws/Charter- Call     Against   For          Shareholder
      Special Meetings
10    Provide Right to Act by Written Consent Against   For          Shareholder


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 09, 2013   Meeting Type: Annual
Record Date:  NOV 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Janice M. Babiak         For       For          Management
1b    Elect Director David J. Brailer         For       For          Management
1c    Elect Director Steven A. Davis          For       For          Management
1d    Elect Director William C. Foote         For       For          Management
1e    Elect Director Mark P. Frissora         For       For          Management
1f    Elect Director Ginger L. Graham         For       For          Management
1g    Elect Director Alan G. McNally          For       For          Management
1h    Elect Director Dominic P. Murphy        For       For          Management
1i    Elect Director Stefano Pessina          For       For          Management
1j    Elect Director Nancy M. Schlichting     For       For          Management
1k    Elect Director Alejandro Silva          For       For          Management
1l    Elect Director James A. Skinner         For       For          Management
1m    Elect Director Gregory D. Wasson        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management
5     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Elaine L. Chao           For       For          Management
1c    Elect Director John S. Chen             For       For          Management
1d    Elect Director Lloyd H. Dean            For       For          Management
1e    Elect Director Susan E. Engel           For       For          Management
1f    Elect Director Enrique Hernandez, Jr.   For       For          Management
1g    Elect Director Donald M. James          For       For          Management
1h    Elect Director Cynthia H. Milligan      For       For          Management
1i    Elect Director Federico F. Pena         For       For          Management
1j    Elect Director Howard V. Richardson     For       For          Management
1k    Elect Director Judith M. Runstad        For       For          Management
1l    Elect Director Stephen W. Sanger        For       For          Management
1m    Elect Director John G. Stumpf           For       For          Management
1n    Elect Director Susan G. Swenson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
7     Review Fair Housing and Fair Lending    Against   For          Shareholder
      Compliance


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WESCO INTERNATIONAL, INC.

Ticker:       WCC            Security ID:  95082P105
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sandra Beach Lin         For       For          Management
1.2   Elect Director Robert J. Tarr, Jr.      For       For          Management
1.3   Elect Director Stephen A. Van Oss       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Declassify the Board of Directors       Against   For          Shareholder


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XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 08, 2012   Meeting Type: Annual
Record Date:  JUN 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Philip T. Gianos         For       For          Management
2     Elect Director Moshe N. Gavrielov       For       For          Management
3     Elect Director John L. Doyle            For       For          Management
4     Elect Director Jerald G. Fishman        For       For          Management
5     Elect Director William G. Howard, Jr.   For       For          Management
6     Elect Director J. Michael Patterson     For       For          Management
7     Elect Director Albert A. Pimentel       For       For          Management
8     Elect Director Marshall C. Turner       For       For          Management
9     Elect Director Elizabeth W. Vanderslice For       For          Management
10    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
11    Amend Omnibus Stock Plan                For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    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 Select Value Fund

By:                                                William F. Glavin, Jr.*
                                                  William F. Glavin, Jr.,
                                 President and Principal Executive Officer

Date:  August 30, 2013

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