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:                    811-03346

Exact name of registrant as specified in charter:
       Oppenheimer Series Fund on behalf of Oppenheimer 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:                                            10/31

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

Item 1.

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

ICA File Number: 811-03346
Reporting Period: 07/01/2012 - 06/30/2013
Oppenheimer Series Fund









=========== Oppenheimer Series Fund  Fund Series: Oppenheimer  ===========
===========                        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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AMERICAN ELECTRIC POWER COMPANY, INC.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nicholas K. Akins        For       For          Management
1.2   Elect Director David J. Anderson        For       For          Management
1.3   Elect Director Ralph D. Crosby, Jr.     For       For          Management
1.4   Elect Director Linda A. Goodspeed       For       For          Management
1.5   Elect Director Thomas E. Hoaglin        For       For          Management
1.6   Elect Director Sandra Beach Lin         For       For          Management
1.7   Elect Director Michael G. Morris        For       For          Management
1.8   Elect Director Richard C. Notebaert     For       For          Management
1.9   Elect Director Lionel L. Nowell, III    For       For          Management
1.10  Elect Director Stephen S. Rasmussen     For       For          Management
1.11  Elect Director Oliver G. Richard, III   For       For          Management
1.12  Elect Director Richard L. Sandor        For       For          Management
1.13  Elect Director Sara Martinez Tucker     For       For          Management
1.14  Elect Director John F. Turner           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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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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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 13, 2013   Meeting Type: Annual
Record Date:  JAN 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ray Stata                For       For          Management
1b    Elect Director Jerald G. Fishman        For       For          Management
1c    Elect Director James A. Champy          For       For          Management
1d    Elect Director John C. Hodgson          For       For          Management
1e    Elect Director Yves-Andre Istel         For       For          Management
1f    Elect Director Neil Novich              For       For          Management
1g    Elect Director F. Grant Saviers         For       For          Management
1h    Elect Director Paul J. Severino         For       For          Management
1i    Elect Director Kenton J. Sicchitano     For       For          Management
1j    Elect Director Lisa T. Su               For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         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


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

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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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


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

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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CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Bruce Hanks           For       For          Management
1.2   Elect Director C. G. Melville, Jr.      For       For          Management
1.3   Elect Director Fred R. Nichols          For       For          Management
1.4   Elect Director William A. Owens         For       For          Management
1.5   Elect Director Harvey P. Perry          For       For          Management
1.6   Elect Director Glen F. Post, III        For       For          Management
1.7   Elect Director Laurie A. Siegel         For       For          Management
1.8   Elect Director Joseph R. Zimmel         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4a    Share Retention Policy                  Against   For          Shareholder
4b    Adopt Policy on Bonus Banking           Against   For          Shareholder
4c    Proxy Access                            Against   For          Shareholder
4d    Provide for Confidential Voting         Against   Against      Shareholder


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

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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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Sheldon M. Bonovitz      For       For          Management
1.3   Elect Director Joseph J. Collins        For       For          Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       For          Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director Brian L. Roberts         For       For          Management
1.9   Elect Director Ralph J. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Pro-rata Vesting of Equity Awards       Against   For          Shareholder
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share


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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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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jagjeet S. Bindra        For       For          Management
1.2   Elect Director Vanessa C.L. Chang       For       For          Management
1.3   Elect Director France A. Cordova        For       For          Management
1.4   Elect Director Theodore F. Craver, Jr.  For       For          Management
1.5   Elect Director Bradford M. Freeman      For       For          Management
1.6   Elect Director Luis G. Nogales          For       For          Management
1.7   Elect Director Ronald L. Olson          For       For          Management
1.8   Elect Director Richard T. Schlosberg,   For       For          Management
      III
1.9   Elect Director Thomas C. Sutton         For       For          Management
1.10  Elect Director Peter J. Taylor          For       For          Management
1.11  Elect Director Brett White              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   Against      Shareholder


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EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director U.M. Burns               For       For          Management
1.4   Elect Director L.R. Faulkner            For       For          Management
1.5   Elect Director J.S. Fishman             For       For          Management
1.6   Elect Director H.H. Fore                For       For          Management
1.7   Elect Director K.C. Frazier             For       For          Management
1.8   Elect Director W.W. George              For       For          Management
1.9   Elect Director S.J. Palmisano           For       For          Management
1.10  Elect Director S.S. Reinemund           For       For          Management
1.11  Elect Director R.W. Tillerson           For       For          Management
1.12  Elect Director W.C. Weldon              For       For          Management
1.13  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Limit Directors to a Maximum of Three   Against   Against      Shareholder
      Board Memberships in Companies with
      Sales over $500 Million Annually
7     Report on Lobbying Payments and Policy  Against   For          Shareholder
8     Study Feasibility of Prohibiting        Against   Abstain      Shareholder
      Political Contributions
9     Adopt Sexual Orientation Anti-bias      Against   Abstain      Shareholder
      Policy
10    Report on Management of Hydraulic       Against   For          Shareholder
      Fracturing Risks and Opportunities
11    Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Butler        For       For          Management
1.2   Elect Director Kimberly A. Casiano      For       For          Management
1.3   Elect Director Anthony F. Earley, Jr.   For       For          Management
1.4   Elect Director Edsel B. Ford II         For       For          Management
1.5   Elect Director William Clay Ford, Jr.   For       For          Management
1.6   Elect Director Richard A. Gephardt      For       For          Management
1.7   Elect Director James H. Hance, Jr.      For       For          Management
1.8   Elect Director William W. Helman IV     For       For          Management
1.9   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.10  Elect Director Richard A. Manoogian     For       Against      Management
1.11  Elect Director Ellen R. Marram          For       For          Management
1.12  Elect Director Alan Mulally             For       For          Management
1.13  Elect Director Homer A. Neal            For       For          Management
1.14  Elect Director Gerald L. Shaheen        For       For          Management
1.15  Elect Director John L. Thornton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       Against      Management
5     Amend Omnibus Stock Plan                For       Against      Management
6     Approval of Tax Benefits Preservation   For       For          Management
      Plan
7     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
8     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder


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

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


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

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


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

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


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

KELLOGG COMPANY

Ticker:       K              Security ID:  487836108
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gordon Gund              For       For          Management
1.2   Elect Director Mary Laschinger          For       For          Management
1.3   Elect Director Ann McLaughlin Korologos For       Withhold     Management
1.4   Elect Director Cynthia Milligan         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     Declassify the Board of Directors       Against   For          Shareholder


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

LAS VEGAS SANDS CORP.

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sheldon G. Adelson       For       For          Management
1.2   Elect Director Irwin Chafetz            For       For          Management
1.3   Elect Director Victor Chaltiel          For       For          Management
1.4   Elect Director Charles A. Koppelman     For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

LORILLARD, INC.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Director Andrew H. Card, Jr.      For       For          Management
2.2   Elect Director Virgis W. Colbert        For       For          Management
2.3   Elect Director Richard W. Roedel        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

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


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

LYONDELLBASELL INDUSTRIES NV

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jacques Aigrain          For       For          Management
1.2   Elect Director Scott M. Kleinman        For       For          Management
1.3   Elect Director Bruce A. Smith           For       For          Management
2     Adopt Financial Statements and          For       For          Management
      Statutory Reports
3     Approve Discharge of Management Board   For       For          Management
4     Approve Discharge of Supervisory Board  For       For          Management
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
7     Approve Remuneration of Supervisory     For       For          Management
      Board
8     Approve Dividends of USD 4.20 Per Share For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
11    Approve Cancellation of up to 10        For       For          Management
      Percent of Issued Share Capital in
      Treasury Account
12    Amend Articles of Association           For       For          Management


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

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


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

PENTAIR LTD.

Ticker:       PNR            Security ID:  H6169Q108
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director T. Michael Glenn         For       For          Management
1b    Elect Director David H. Y. Ho           For       For          Management
1c    Elect Director Ronald L. Merriman       For       For          Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4a    Ratify Deloitte AG as Statutory         For       For          Management
      Auditors
4b    Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4c    Ratify PricewaterhouseCoopers as        For       For          Management
      special auditors
5a    Appropriation of Results for the Year   For       For          Management
      Ended December 31, 2012
5b    Approve Conversion of Capital           For       For          Management
      Contributions to Distribute an
      Ordinary Cash Dividend
6     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
7     Approve Omnibus Stock Plan              For       For          Management


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert R. Gamper, Jr.    For       For          Management
1.2   Elect Director William V. Hickey        For       For          Management
1.3   Elect Director Ralph Izzo               For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Thomas A. Renyi          For       For          Management
1.7   Elect Director Hak Cheol Shin           For       For          Management
1.8   Elect Director Richard J. Swift         For       For          Management
1.9   Elect Director Susan Tomasky            For       For          Management
1.10  Elect Director Alfred W. Zollar         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 Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

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


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSA           Security ID:  780259206
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  APR 11, 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 Josef Ackermann as Director    For       For          Management
4     Re-elect Guy Elliott as Director        For       For          Management
5     Re-elect Simon Henry as Director        For       For          Management
6     Re-elect Charles Holliday as Director   For       For          Management
7     Re-elect Gerard Kleisterlee as Director For       For          Management
8     Re-elect Jorma Ollila as Director       For       For          Management
9     Re-elect Sir Nigel Sheinwald as         For       For          Management
      Director
10    Re-elect Linda Stuntz as Director       For       For          Management
11    Re-elect Peter Voser as Director        For       For          Management
12    Re-elect Hans Wijers as Director        For       For          Management
13    Elect Gerrit Zalm as Director           For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

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


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

SANOFI

Ticker:       SAN            Security ID:  80105N105
Meeting Date: MAY 03, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.77 per Share
4     Elect Fabienne Lecorvaisier as Director For       For          Management
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.3 Billion
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 520 Million
8     Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
9     Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
10    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Authorize up to 0.2 Percent of Issued   For       For          Management
      Capital for Use in Grants of
      Restricted Shares in Substitution for
      Discount under Capital Increases for
      Employee Stock Purchase Plans
13    Authorize up to 0.7 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
14    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
15    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

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


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Roxanne S. Austin        For       For          Management
1b    Elect Director Douglas M. Baker, Jr.    For       For          Management
1c    Elect Director Henrique De Castro       For       For          Management
1d    Elect Director Calvin Darden            For       For          Management
1e    Elect Director Mary N. Dillon           For       For          Management
1f    Elect Director James A. Johnson         For       For          Management
1g    Elect Director Mary E. Minnick          For       For          Management
1h    Elect Director Anne M. Mulcahy          For       For          Management
1i    Elect Director Derica W. Rice           For       For          Management
1j    Elect Director Gregg W. Steinhafel      For       For          Management
1k    Elect Director John G. Stumpf           For       For          Management
1l    Elect Director Solomon D. Trujillo      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Report on Electronics Recycling and     Against   Abstain      Shareholder
      Preventing E-Waste Export


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

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


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  FEB 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pierre R. Brondeau       For       For          Management
1.2   Elect Director Juergen W. Gromer        For       For          Management
1.3   Elect Director William A. Jeffrey       For       For          Management
1.4   Elect Director Thomas J. Lynch          For       For          Management
1.5   Elect Director Yong Nam                 For       For          Management
1.6   Elect Director Daniel J. Phelan         For       For          Management
1.7   Elect Director Frederic M. Poses        For       For          Management
1.8   Elect Director Lawrence S. Smith        For       For          Management
1.9   Elect Director Paula A. Sneed           For       For          Management
1.10  Elect Director David P. Steiner         For       For          Management
1.11  Elect Director John C. Van Scoter       For       For          Management
2.1   Accept Annual Report for Fiscal         For       For          Management
      2011/2012
2.2   Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2012/2013
2.3   Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2012/2013
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2012/2013
4.2   Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2012/2013
4.3   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2012/2013
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Approve Ordinary Cash Dividend          For       For          Management
7     Renew Authorized Capital                For       For          Management
8     Approve Reduction in Share Capital      For       For          Management
9     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


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: SEP 12, 2012   Meeting Type: Annual
Record Date:  AUG 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive and Discuss Consolidated        None      None         Management
      Balance Sheet as of Dec. 31, 2011 and
      Consolidated Income Statements for 2011
2     Distribute Cash Dividends for the Year  For       For          Management
      Ended Dec. 31, 2011, Paid In Four
      Installments in an Aggregate Amount of
      NIS 3.40 Per Ordinary Share
3.1   Reelect Phillip Frost as Director       For       For          Management
3.2   Reelect Roger Abravanel as Director     For       For          Management
3.3   Elect Galia Maor as Director            For       For          Management
3.4   Reelect Richard A. Lerner as Director   For       For          Management
3.5   Reelect Erez Vigodman as Director       For       For          Management
4     Approve Payment to Each of the Company  For       For          Management
      Directors, Other Than the Chairman and
      Vice Chairman, of an Annual Fee Plus a
      Per Meeting Fee
5     Approve Annual Fee and Reimbursement    For       For          Management
      of Expenses of Chairman
6     Approve Annual Fee and Reimbursement    For       For          Management
      of Expenses of Vice Chairman
7     Approve Certain Amendments to Articles  For       For          Management
      of Association
8     Approve Indemnification and Release     For       For          Management
      Agreements for Directors of the Company
9     Reappoint Kesselman & Kesselman as      For       For          Management
      Independent Registered Public
      Accounting Firm of the Company and
      Authorize Board To Determine Its
      Compensation


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

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


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 09, 2012   Meeting Type: Annual
Record Date:  AUG 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Angela F. Braly          For       For          Management
1.2   Elect Director Kenneth I. Chenault      For       For          Management
1.3   Elect Director Scott D. Cook            For       For          Management
1.4   Elect Director Susan Desmond-Hellmann   For       For          Management
1.5   Elect Director Robert A. McDonald       For       For          Management
1.6   Elect Director W. James McNerney, Jr.   For       For          Management
1.7   Elect Director Johnathan A. Rodgers     For       For          Management
1.8   Elect Director Margaret C. Whitman      For       For          Management
1.9   Elect Director Mary Agnes Wilderotter   For       For          Management
1.10  Elect Director Patricia A. Woertz       For       For          Management
1.11  Elect Director Ernesto Zedillo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Proxy Statement Reporting on      Against   Abstain      Shareholder
      Political Contributions and Advisory
      Vote
5     Report on Adopting Extended Producer    Against   Abstain      Shareholder
      Responsibility Policy
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: SEP 14, 2012   Meeting Type: Special
Record Date:  JUL 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Special Dividends               For       For          Management
2     Approve Special Dividends               For       For          Management
3.1   Elect George R. Oliver as Director      For       For          Management
3.2   Elect Frank M. Drendel as Director      For       For          Management
4     Approve Dividends                       For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Elect Director Edward D. Breen          For       For          Management
3.2   Elect Director Michael E. Daniels       For       For          Management
3.3   Elect Director Frank M. Drendel         For       For          Management
3.4   Elect Director Brian Duperreault        For       For          Management
3.5   Elect Director Rajiv L. Gupta           For       For          Management
3.6   Elect Director John A. Krol             For       For          Management
3.7   Elect Director George R. Oliver         For       For          Management
3.8   Elect Director Brendan R. O'Neill       For       For          Management
3.9   Elect Director Sandra S. Wijnberg       For       For          Management
3.10  Elect Director R. David Yost            For       For          Management
4a    Ratify Deloitte AG as Auditors          For       For          Management
4b    Appoint Deloitte & Touche LLP as        For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2012/2013
4c    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditors
5a    Approve Allocation of Income            For       For          Management
5b    Approve Ordinary Cash Dividend          For       For          Management
6     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
7     Renew Authorized Capital                For       For          Management
8     Approve Reduction in Share Capital      For       For          Management


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

UNILEVER NV

Ticker:       UN             Security ID:  904784709
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  APR 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Report of Management Board      None      None         Management
      (Non-Voting)
2     Approve Financial Statements and        For       For          Management
      Allocation of Income
3     Approve Discharge of Executive Board    For       For          Management
      Members
4     Approve Discharge of Non-Executive      For       For          Management
      Board Members
5     Reelect P.G.J.M. Polman as CEO to       For       For          Management
      Board of Directors
6     Relect R.J.M.S. Huet as CFO to Board    For       For          Management
      of Directors
7     Reelect L.O. Fresco to Board of         For       For          Management
      Directors
8     Reelect A.M. Fudge to Board of          For       For          Management
      Directors
9     Reelect C.E. Golden to Board of         For       For          Management
      Directors
10    Reelect B.E. Grote to Board of          For       For          Management
      Directors
11    Reelect H. Nyasulu to Board of          For       For          Management
      Directors
12    Reelect M. Rifkind to Board of          For       For          Management
      Directors
13    Reelect K.J. Storm to Board of          For       For          Management
      Directors
14    Reelect M. Treschow to Board of         For       For          Management
      Directors
15    Reelect P.S. Walsh to Board of          For       For          Management
      Directors
16    Elect L.M. Cha to Board of Directors    For       For          Management
17    Elect M.Ma to Board of Directors        For       For          Management
18    Elect J. Rishton to Board of Directors  For       For          Management
19    Ratify PricewaterhouseCoopers           For       For          Management
      Accountants NV as Auditors
20    Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital
      Plus Additional 10 Percent in Case of
      Takeover/Merger and
      Restricting/Excluding Preemptive Rights
21    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
22    Approve Authorization to Cancel         For       For          Management
      Ordinary Shares
23    Allow Questions and Close Meeting       None      None         Management


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

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


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

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


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

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


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

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

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

OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

Ticker: IOEXX                           Security ID: 68383G108
Meeting Date: JUN 21, 2013              Meeting Type: Special
Record Date:  MAR 28, 2013

#       Proposal                                        Mgt Rec Vote CastSponsor

1.1     Elect Trustee Brian F. Wruble                   For     FOR   Management
1.2     Elect Trustee David K. Downes                   For     FOR   Management
1.3     Elect Trustee Matthew P. Fink                   For     FOR   Management
1.4     Elect Trustee Edmund Giambastiani, Jr.          For     FOR   Management
1.5     Elect Trustee Phillip A. Griffiths              For     FOR   Management
1.6     Elect Trustee Mary F. Miller                    For     FOR   Management
1.7     Elect Trustee Joel W. Motley                    For     FOR   Management
1.8     Elect Trustee Joanne Pace                       For     FOR   Management
1.9     Elect Trustee Mary Ann Tynan                    For     FOR   Management
1.10    Elect Trustee Joseph M. Wikler                  For     FOR   Management
1.11    Elect Trustee Peter I. Wold                     For     FOR   Management
1.12    Elect Trustee William F. Glavin, Jr.            For     FOR   Management
2(a)    Approve Change of Fundamental Investment
        Policy Relating to Borrowing                    For     FOR   Management
2(b-1)  Approve Change of Fundamental Investment
        Policy Relating to Concentration of Investments For     FOR   Management
2(c-1)  Remove the Fundamental Policy Relating
        to Diversification of Investments               For     FOR   Management
2(c-2)  Remove the Additional Fundamental Policy
        Relating to Diversification of Investments      For     FOR   Management
2(d)    Approve Change of Fundamental Investment
        Policy Relating to Lending                      For     FOR   Management
2(e)    Approve Change of Fundamental Investment
        Policy Relating to Real Estate and Commodities  For     FOR   Management
2(f)    Approve Change of Fundamental Investment
        Policy Relating to Senior Securities            For     FOR   Management
2(g)    Approve Change of Fundamental Investment
        Policy Relating to Underwriting                 For     FOR   Management
2(r)    Change Fundamental Investment Objective
        to Non-Fundamental                              For     FOR   Management
2(s)    Approve Change in Investment Objective          For     FOR   Management
3       Approve Conversion to Delaware Statutory Trust  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 Series Fund
                                        on behalf of Oppenheimer Value Fund

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

Date:  December 18, 2013

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