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:                  811-03864

Exact name of registrant as specified in charter:    Oppenheimer Balanced Fund

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

Name and address of agent for service:               Robert G. Zack,
                                                     Executive Vice President &
                                                     General Counsel
                                                     OppenheimerFunds, 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:                             09/30

Date of reporting period:                            07/01/2009-06/30/2010

Item 1. Proxy Voting Record


=========================== OPPENHEIMER BALANCED FUND ==========================

AerCap Holdings NV

Ticker:       AER            Security ID:  N00985106
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 28, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Board of Directors      None      None       Management
      (Non-Voting)
3     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
4     Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
5     Approve Discharge of Board of Directors   For       Did Not    Management
                                                          Vote
6a    Elect M. Gradon as Director               For       Did Not    Management
                                                          Vote
6b    Elect N. Greene as Director               For       Did Not    Management
                                                          Vote
6c    Elect P.T  Dacier as Director             For       Did Not    Management
                                                          Vote
6d    Reelect R.G. Warden as Director           For       Did Not    Management
                                                          Vote
6e    Reelect G.P. Strong as Director           For       Did Not    Management
                                                          Vote
6f    Reelect W.B. Ingersoll as Director        For       Did Not    Management
                                                          Vote
6g    Reelect K. W. Heineman as Director        For       Did Not    Management
                                                          Vote
7     Approve Remuneration of Non-Executive     For       Did Not    Management
      Board                                               Vote
8     Proposal to Designate Keith A. Helming as For       Did Not    Management
      the Person Responsible for the Management           Vote
      of the Company in Case All Directors Are
      Absent or Prevented from Acting
9     Ratify PricewaterhouseCoopers Accountants For       Did Not    Management
      N.V. as Auditors                                    Vote
10    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
11    Amend Articles of Association             For       Did Not    Management
                                                          Vote
12    Allow Questions                           None      None       Management
13    Close Meeting                             None      None       Management


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

Aetna Inc.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank M. Clark             For       Against    Management
2     Elect Director Betsy Z. Cohen             For       Against    Management
3     Elect Director Molly J. Coye              For       For        Management
4     Elect Director Roger N. Farah             For       Against    Management
5     Elect Director Barbara Hackman Franklin   For       Against    Management
6     Elect Director Jeffrey E. Garten          For       Against    Management
7     Elect Director Earl G. Graves             For       For        Management
8     Elect Director Gerald Greenwald           For       For        Management
9     Elect Director Ellen M. Hancock           For       For        Management
10    Elect Director Richard J. Harrington      For       For        Management
11    Elect Director Edward J. Ludwig           For       For        Management
12    Elect Director Joseph P. Newhouse         For       For        Management
13    Elect Director Ronald A. Williams         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Approve Omnibus Stock Plan                For       For        Management
16    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
17    Amend Executive Incentive Bonus Plan      For       For        Management
18    Provide for Cumulative Voting             Against   Against    Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder


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

AIRCASTLE LTD

Ticker:       AYR            Security ID:  G0129K104
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald W. Allen            For       For        Management
1.2   Elect Director Douglas A. Hacker          For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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

Altria Group, Inc.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Elizabeth E. Bailey        For       For        Management
2     Elect Director Gerald L. Baliles          For       For        Management
3     Elect Director John T. Casteen III        For       For        Management
4     Elect Director Dinyar S. Devitre          For       For        Management
5     Elect Director Thomas F. Farrell II       For       For        Management
6     Elect Director Robert E. R. Huntley       For       For        Management
7     Elect Director Thomas W. Jones            For       For        Management
8     Elect Director George Munoz               For       For        Management
9     Elect Director Nabil Y. Sakkab            For       For        Management
10    Elect Director Michael E. Szymanczyk      For       For        Management
11    Approve Omnibus Stock Plan                For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Effect of Marketing Practices   Against   Against    Shareholder
      on the Poor
14    Adopt Human Rights Protocols for Company  Against   For        Shareholder
      and Suppliers


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

Amgen, Inc.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dr. David Baltimore        For       For        Management
2     Elect Director Frank J. Biondi, Jr.       For       For        Management
3     Elect Director Francois De Carbonnel      For       For        Management
4     Elect Director Jerry D. Choate            For       For        Management
5     Elect Director Dr. Vance D. Coffman       For       For        Management
6     Elect Director Frederick W. Gluck         For       For        Management
7     Elect Director Dr. Rebecca M. Henderson   For       For        Management
8     Elect Director Frank C. Herringer         For       For        Management
9     Elect Director Dr. Gilbert S. Omenn       For       For        Management
10    Elect Director Judith C. Pelham           For       For        Management
11    Elect Director Adm. J. Paul Reason, USN   For       For        Management
      (Retired)
12    Elect Director Leonard D. Schaeffer       For       For        Management
13    Elect Director Kevin W. Sharer            For       For        Management
14    Ratify Auditors                           For       For        Management
15    Provide Right to Act by Written Consent   Against   For        Shareholder
16    Stock Retention/Holding Period            Against   For        Shareholder


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

Assurant, Inc.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard L. Carver           For       For        Management
1.2   Elect Director Juan N. Cento              For       For        Management
1.3   Elect Director Allen R. Freedman          For       For        Management
1.4   Elect Director Elaine D. Rosen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Declassify the Board of Directors         For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management


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

Bank of America Corporation

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Susan S. Bies              For       For        Management
2     Elect Director William P. Boardman        For       For        Management
3     Elect Director Frank P. Bramble, Sr.      For       For        Management
4     Elect Director Virgis W. Colbert          For       For        Management
5     Elect Director Charles K. Gifford         For       For        Management
6     Elect Director Charles O. Holliday, Jr.   For       For        Management
7     Elect Director D. Paul Jones, Jr.         For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Thomas J. May              For       For        Management
10    Elect Director Brian T. Moynihan          For       For        Management
11    Elect Director Donald E. Powell           For       For        Management
12    Elect Director Charles O. Rossotti        For       For        Management
13    Elect Director Robert W. Scully           For       For        Management
14    Ratify Auditors                           For       For        Management
15    Increase Authorized Common Stock          For       For        Management
16    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
17    Amend Omnibus Stock Plan                  For       For        Management
18    Report on Government Service of Employees Against   Abstain    Shareholder
19    TARP Related Compensation                 Against   For        Shareholder
20    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
21    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning       Against   For        Shareholder
23    Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
24    Claw-back of Payments under Restatements  Against   For        Shareholder


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

Celanese Corporation

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David N. Weidman           For       For        Management
2     Elect Director Mark C. Rohr               For       For        Management
3     Elect Director Farah M. Walters           For       For        Management
4     Ratify Auditors                           For       For        Management


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

Chevron Corporation

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director S.H. Armacost              For       For        Management
2     Elect Director L.F. Deily                 For       For        Management
3     Elect Director R.E. Denham                For       For        Management
4     Elect Director R.J. Eaton                 For       For        Management
5     Elect Director C. Hagel                   For       For        Management
6     Elect Director E. Hernandez               For       For        Management
7     Elect Director F.G. Jenifer               For       For        Management
8     Elect Director G.L. Kirkland              For       For        Management
9     Elect Director S. Nunn                    For       For        Management
10    Elect Director D.B. Rice                  For       For        Management
11    Elect Director K.W. Sharer                For       For        Management
12    Elect Director C.R. Shoemate              For       For        Management
13    Elect Director J.G. Stumpf                For       For        Management
14    Elect Director R.D. Sugar                 For       For        Management
15    Elect Director C. Ware                    For       For        Management
16    Elect Director J.S. Watson                For       For        Management
17    Ratify Auditors                           For       For        Management
18    Provide Right to Call Special Meeting     For       For        Management
19    Request Director Nominee with             Against   For        Shareholder
      Environmental Qualifications
20    Stock Retention/Holding Period            Against   For        Shareholder
21    Disclose Payments To Host Governments     Against   Against    Shareholder
22    Adopt Guidelines for Country Selection    Against   For        Shareholder
23    Report on Financial Risks From Climate    Against   Abstain    Shareholder
      Change
24    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Covidien plc

Ticker:       COV            Security ID:  G2554F105
Meeting Date: MAR 16, 2010   Meeting Type: Annual
Record Date:  JAN 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Elect Craig Arnold as Director            For       For        Management
2b    Elect Robert H. Brust as Director         For       For        Management
2c    Elect John M. Connors, Jr. as Director    For       For        Management
2d    Elect Christopher J. Coughlin as Director For       For        Management
2e    Elect Timothy M. Donahue as Director      For       For        Management
2f    Elect Kathy J. Herbert as Director        For       For        Management
2g    Elect Randall J. Hogan, III as Director   For       For        Management
2h    Elect Richard J. Meelia as Director       For       Abstain    Management
2i    Elect Dennis H. Reilley as Director       For       For        Management
2j    Elect Tadataka Yamada as Director         For       For        Management
2k    Elect Joseph A. Zaccagnino as Director    For       For        Management
3     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration Auditors
4     Authorize Share Repurchase Program        For       For        Management
5     Authorize Reissuance of Treasury Shares   For       For        Management


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

CVS Caremark Corporation

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edwin M. Banks             For       For        Management
2     Elect Director C. David Brown II          For       For        Management
3     Elect Director David W. Dorman            For       For        Management
4     Elect Director Kristen Gibney Williams    For       For        Management
5     Elect Director Marian L. Heard            For       For        Management
6     Elect Director William H. Joyce           For       For        Management
7     Elect Director Jean-Pierre Millon         For       For        Management
8     Elect Director Terrence Murray            For       For        Management
9     Elect Director C.A. Lance Piccolo         For       For        Management
10    Elect Director Sheli Z. Rosenberg         For       For        Management
11    Elect Director Thomas M. Ryan             For       For        Management
12    Elect Director Richard J. Swift           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Approve Omnibus Stock Plan                For       For        Management
15    Provide Right to Call Special Meeting     For       For        Management
16    Report on Political Contributions         Against   For        Shareholder
17    Adopt Global Warming Principles           Against   Abstain    Shareholder


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

eBay Inc.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David M. Moffett           For       For        Management
2     Elect Director Richard T. Schlosberg, III For       For        Management
3     Elect Director Thomas J. Tierney          For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management
6     Ratify Auditors                           For       For        Management


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

Edison International

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     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 Charles B. Curtis          For       For        Management
1.6   Elect Director Bradford M. Freeman        For       For        Management
1.7   Elect Director Luis G. Nogales            For       For        Management
1.8   Elect Director Ronald L. Olson            For       For        Management
1.9   Elect Director James M. Rosser            For       For        Management
1.10  Elect Director Richard T. Schlosberg, III For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
1.12  Elect Director Brett White                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

Everest Re Group LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Kenneth J. Duffy as Director        For       For        Management
1.2   Elect Joseph V. Taranto as Director       For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Approve Omnibus Stock Plan                For       Against    Management


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

Exxon Mobil Corporation

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 6, 2010

#     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 L.R. Faulkner              For       For        Management
1.4   Elect Director J.S. Fishman               For       For        Management
1.5   Elect Director K.C. Frazier               For       For        Management
1.6   Elect Director W.W. George                For       For        Management
1.7   Elect Director M.C. Nelson                For       For        Management
1.8   Elect Director S.J. Palmisano             For       For        Management
1.9   Elect Director S.C. Reinemund             For       For        Management
1.10  Elect Director R.W. Tillerson             For       For        Management
1.11  Elect Director E.E. Whitacre, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
4     Reincorporate in Another State [from New  Against   Against    Shareholder
      Jersey to North Dakota]
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
7     Adopt Policy on Human Right to Water      Against   Abstain    Shareholder
8     Adopt Policy to Address Coastal Louisiana Against   Abstain    Shareholder
      Environmental Impacts
9     Report on Environmental Impact of Oil     Against   For        Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of        Against   For        Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies Development Against   Against    Shareholder
12    Adopt Quantitative GHG Goals from         Against   For        Shareholder
      Products and Operations
13    Report on Risks of Alternative Long-term  Against   Abstain    Shareholder
      Fossil Fuel Demand Estimates


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

General Cable Corp.

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John E. Welsh, III         For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Provide Directors Be Removed With or      For       For        Management
      Without Cause
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management


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

Genzyme Corporation

Ticker:       GENZ           Security ID:  372917104
Meeting Date: JUN 16, 2010   Meeting Type: Proxy Contest
Record Date:  APR 9, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas A. Berthiaume      For       For        Management
1.2   Elect Director Robert J. Bertolini        For       For        Management
1.3   Elect Director Gail K. Boudreaux          For       For        Management
1.4   Elect Director Robert J. Carpenter        For       For        Management
1.5   Elect Director Charles L. Cooney          For       For        Management
1.6   Elect Director Victor J. Dzau             For       For        Management
1.7   Elect Director Connie Mack, III           For       For        Management
1.8   Elect Director Richard F. Syron           For       For        Management
1.9   Elect Director Henri A. Termeer           For       For        Management
1.10  Elect Director Ralph V. Whitworth         For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
5     Provide Right to Call Special Meeting     For       For        Management
6     Ratify Auditors                           For       For        Management
1.1   Elect Director Steven Burakoff            For       Did Not    Shareholder
                                                          Vote
1.2   Elect Director Alexander J. Denner        For       Did Not    Shareholder
                                                          Vote
1.3   Elect Director Carl C. Icahn              For       Did Not    Shareholder
                                                          Vote
1.4   Elect Director Richard Mulligan           For       Did Not    Shareholder
                                                          Vote
1.5   Management Nominee - Douglas A.           For       Did Not    Shareholder
      Berthiaume                                          Vote
1.6   Management Nominee - Robert J. Bertolini  For       Did Not    Shareholder
                                                          Vote
1.7   Management Nominee - Gail K. Boudreaux    For       Did Not    Shareholder
                                                          Vote
1.8   Management Nominee - Robert J. Carpenter  For       Did Not    Shareholder
                                                          Vote
1.9   Management Nominee - Victor J. Dzau       For       Did Not    Shareholder
                                                          Vote
1.10  Management Nominee - Ralph V. Whitworth   For       Did Not    Shareholder
                                                          Vote
2     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
3     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
4     Amend Non-Employee Director Omnibus Stock Against   Did Not    Management
      Plan                                                Vote
5     Provide Right to Call Special Meeting     For       Did Not    Management
                                                          Vote
6     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

Google Inc.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Ann Mather                 For       For        Management
1.7   Elect Director Paul S. Otellini           For       For        Management
1.8   Elect Director K. Ram Shriram             For       For        Management
1.9   Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Prepare Sustainability Report             Against   For        Shareholder
5     Adopt Principles for Online Advertising   Against   Abstain    Shareholder
6     Amend Human Rights Policies Regarding     Against   Abstain    Shareholder
      Chinese Operations


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

Joy Global, Inc.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 9, 2010    Meeting Type: Annual
Record Date:  JAN 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven L. Gerard           For       For        Management
1.2   Elect Director John Nils Hanson           For       For        Management
1.3   Elect Director Ken C. Johnsen             For       For        Management
1.4   Elect Director Gale E. Klappa             For       For        Management
1.5   Elect Director Richard B. Loynd           For       For        Management
1.6   Elect Director P. Eric Siegert            For       For        Management
1.7   Elect Director Michael W. Sutherlin       For       For        Management
1.8   Elect Director James H. Tate              For       For        Management
2     Ratify Auditors                           For       For        Management


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

JPMorgan Chase & Co.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director David M. Cote              For       For        Management
1.4   Elect Director James S. Crown             For       For        Management
1.5   Elect Director James Dimon                For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director William H. Gray, III       For       For        Management
1.8   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Affirm Political Non-Partisanship         Against   Abstain    Shareholder
5     Amend Bylaws-- Call Special Meetings      Against   For        Shareholder
6     Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
7     Provide Right to Act by Written Consent   Against   For        Shareholder
8     Require Independent Board Chairman        Against   For        Shareholder
9     Report on Pay Disparity                   Against   Abstain    Shareholder
10    Stock Retention/Holding Period            Against   For        Shareholder


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

Jupiter Telecommunications Co., Ltd.

Ticker:       4817           Security ID:  J28710101
Meeting Date: MAR 25, 2010   Meeting Type: Annual
Record Date:  DEC 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, With a      For       For        Management
      Final Dividend of JPY 490
2     Amend Articles To Change Location of Head For       For        Management
      Office
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
4.1   Appoint Statutory Auditor                 For       For        Management
4.2   Appoint Statutory Auditor                 For       Against    Management
4.3   Appoint Statutory Auditor                 For       Against    Management


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

Liberty Global, Inc.

Ticker:       LBTYA          Security ID:  530555101
Meeting Date: JUN 17, 2010   Meeting Type: Annual
Record Date:  APR 21, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Miranda Curtis             For       For        Management
1.2   Elect Director John W. Dick               For       For        Management
1.3   Elect Director J.C. Sparkman              For       For        Management
1.4   Elect Director J. David Wargo             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Lorillard, Inc.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 30, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Virgis W. Colbert          For       For        Management
1.2   Elect Director Richard W. Roedel          For       For        Management
1.3   Elect Director David H. Taylor            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Merck & Co., Inc.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Leslie A. Brun             For       For        Management
2     Elect Director Thomas R. Cech             For       For        Management
3     Elect Director Richard T. Clark           For       For        Management
4     Elect Director Thomas H. Glocer           For       For        Management
5     Elect Director Steven F. Goldstone        For       For        Management
6     Elect Director William B. Harrison, Jr.   For       For        Management
7     Elect Director Harry R. Jacobson          For       For        Management
8     Elect Director William N. Kelley          For       For        Management
9     Elect Director C. Robert Kidder           For       For        Management
10    Elect Director Rochelle B. Lazarus        For       For        Management
11    Elect Director Carlos E. Represas         For       For        Management
12    Elect Director Patricia F. Russo          For       For        Management
13    Elect Director Thomas E. Shenk            For       For        Management
14    Elect Director Anne M. Tatlock            For       For        Management
15    Elect Director Craig B. Thompson          For       For        Management
16    Elect Director Wendell P. Weeks           For       For        Management
17    Elect Director Peter C. Wendell           For       For        Management
18    Ratify Auditors                           For       For        Management
19    Approve Omnibus Stock Plan                For       For        Management
20    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

Microsoft Corporation

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 4, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Gates, III      For       For        Management
2     Elect Director Steven A. Ballmer          For       For        Management
3     Elect Director Dina Dublon                For       For        Management
4     Elect Director Raymond V. Gilmartin       For       For        Management
5     Elect Director Reed Hastings              For       For        Management
6     Elect Director Maria Klawe                For       For        Management
7     Elect Director David F. Marquardt         For       For        Management
8     Elect Director Charles H. Noski           For       For        Management
9     Elect Director Helmut Panke               For       For        Management
10    Ratify Auditors                           For       For        Management
11    Permit Right to Call Special Meeting      For       For        Management
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
14    Report on Charitable Contributions        Against   Abstain    Shareholder


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

Molson Coors Brewing Company

Ticker:       TAP            Security ID:  60871R209
Meeting Date: JUN 2, 2010    Meeting Type: Annual
Record Date:  APR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Directors John E. Cleghorn          For       For        Management
1.2   Elect Directors Charles M. Herington      For       Withhold   Management
1.3   Elect Directors David P. O'Brien          For       Withhold   Management


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

Morgan Stanley

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roy J. Bostock             For       Against    Management
2     Elect Director Erskine B. Bowles          For       For        Management
3     Elect Director Howard J. Davies           For       For        Management
4     Elect Director James P. Gorman            For       For        Management
5     Elect Director James H. Hance, Jr.        For       For        Management
6     Elect Director Nobuyuki Hirano            For       For        Management
7     Elect Director C. Robert Kidder           For       For        Management
8     Elect Director John J. Mack               For       For        Management
9     Elect Director Donald T. Nicolaisen       For       For        Management
10    Elect Director Charles H. Noski           For       For        Management
11    Elect Director Hutham S. Olayan           For       For        Management
12    Elect Director O. Griffith Sexton         For       For        Management
13    Elect Director Laura D. Tyson             For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Amend Omnibus Stock Plan                  For       Against    Management
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Stock Retention/Holding Period            Against   For        Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder
20    Report on Pay Disparity                   Against   Abstain    Shareholder
21    Claw-back of Payments under Restatements  Against   For        Shareholder


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

Navistar International Corp.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 16, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugenio Clariond           For       For        Management
1.2   Elect Director Diane H. Gulyas            For       For        Management
1.3   Elect Director William H. Osborne         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

Nestle SA

Ticker:                      Security ID:  H57312649
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Accept Financial Statements and Statutory For       For        Management
      Reports
1.2   Approve Remuneration Report               For       For        Management
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 1.60 per Share
4.1.1 Reelect Andre Kudelski as Director        For       For        Management
4.1.2 Reelect Jean-Rene Fourtou as Director     For       For        Management
4.1.3 Reelect Steven Hoch as Director           For       For        Management
4.1.4 Reelect Peter Brabeck-Letmathe as         For       For        Management
      Director
4.2.1 Elect Titia de Lange as Director          For       For        Management
4.2.2 Elect Jean-Pierre Roth as Director        For       For        Management
4.3   Ratify KPMG AG as Auditors                For       For        Management
5     Approve CHF 18.5 Million Reduction in     For       For        Management
      Share Capital via Cancellation of
      Repurchased Shares
6     Amend Articles Re: Share Certificates due For       For        Management
      to New Swiss Federal Act on Intermediated
      Securities


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

NRG Energy Inc

Ticker:       NRG            Security ID:  629377508
Meeting Date: JUL 21, 2009   Meeting Type: Proxy Contest
Record Date:  JUN 15, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Chlebowski         For       For        Management
1.2   Elect Director Howard E. Cosgrove         For       For        Management
1.3   Elect Director William E. Hantke          For       For        Management
1.4   Elect Director Anne C. Schaumburg         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
5     Ratify Auditors                           For       For        Management
6     Report on Carbon Principles               Against   Against    Shareholder
7     Change Size of Board of Directors         Against   Against    Shareholder
8     Repeal Amendments Adopted Without         Against   Against    Shareholder
      Stockholder Approval After February 26,
      2008
1.1   Elect Director Betsy S. Atkins            For       Did Not    Shareholder
                                                          Vote
1.2   Elect Director Ralph E. Faison            For       Did Not    Shareholder
                                                          Vote
1.3   Elect Director Coleman Peterson           For       Did Not    Shareholder
                                                          Vote
1.4   Elect Director Thomas C. Wajnert          For       Did Not    Shareholder
                                                          Vote
2     Change Size of Board of Directors         For       Did Not    Shareholder
                                                          Vote
3     Elect Director Donald DeFosset            For       Did Not    Shareholder
                                                          Vote
4     Elect Director Richard H. Koppes          For       Did Not    Shareholder
                                                          Vote
5     Elect Director John M. Albertine          For       Did Not    Shareholder
                                                          Vote
6     Elect Director Marjorie L. Bowen          For       Did Not    Shareholder
                                                          Vote
7     Elect Director Ralph G. Wellington        For       Did Not    Shareholder
                                                          Vote
8     Repeal Amendments Adopted Without         For       Did Not    Shareholder
      Stockholder Approval After February 26,             Vote
      2008
9     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
10    Amend Executive Incentive Bonus Plan      For       Did Not    Management
                                                          Vote
11    Adopt Majority Voting for Uncontested     For       Did Not    Management
      Election of Directors                               Vote
12    Ratify Auditors                           For       Did Not    Management
                                                          Vote
13    Report on Carbon Principles               None      Did Not    Shareholder
                                                          Vote


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

ORBCOMM Inc.

Ticker:       ORBC           Security ID:  68555P100
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Didier Delepine            For       For        Management
1.2   Elect Director Hans E. W. Hoffmann        For       For        Management
1.3   Elect Director Gary H. Ritondaro          For       For        Management
2     Ratify Auditors                           For       For        Management


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

Pfizer Inc.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis A. Ausiello         For       For        Management
2     Elect Director Michael S. Brown           For       For        Management
3     Elect Director M. Anthony Burns           For       For        Management
4     Elect Director Robert N. Burt             For       For        Management
5     Elect Director W. Don Cornwell            For       For        Management
6     Elect Director Frances D. Fergusson       For       For        Management
7     Elect Director William H. Gray III        For       For        Management
8     Elect Director Constance J. Horner        For       For        Management
9     Elect Director James M. Kilts             For       For        Management
10    Elect Director Jeffrey B. Kindler         For       For        Management
11    Elect Director George A. Lorch            For       For        Management
12    Elect Director John P. Mascotte           For       For        Management
13    Elect Director Suzanne Nora Johnson       For       For        Management
14    Elect Director Stephen W. Sanger          For       For        Management
15    Elect Director William C. Steere, Jr.     For       For        Management
16    Ratify Auditors                           For       For        Management
17    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
18    Provide Right to Call Special Meeting     For       For        Management
19    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder


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

Potash Corporation of Saskatchewan Inc.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 6, 2010    Meeting Type: Annual/Special
Record Date:  MAR 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect C. M. Burley as Director            For       For        Management
1.2   Elect W. J. Doyle as Director             For       For        Management
1.3   Elect J. W. Estey as Director             For       For        Management
1.4   Elect C. S. Hoffman as Director           For       For        Management
1.5   Elect D. J. Howe as Director              For       For        Management
1.6   Elect A. D. Laberge as Director           For       For        Management
1.7   Elect K. G. Martell as Director           For       For        Management
1.8   Elect J. J. McCaig as Director            For       For        Management
1.9   Elect M. Mogford as Director              For       For        Management
1.10  Elect P. J. Schoenhals as Director        For       For        Management
1.11  Elect E. R. Stromberg as Director         For       For        Management
1.12  Elect E. Viyella de Paliza as Director    For       For        Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
3     Approve Performance Option Plan           For       For        Management
4     Advisory Vote on Executive Compensation   For       For        Management
      Approach


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

QUALCOMM Incorporated

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Stephen M. Bennett         For       For        Management
1.3   Elect Director Donald G. Cruickshank      For       For        Management
1.4   Elect Director Raymond V. Dittamore       For       For        Management
1.5   Elect Director Thomas W. Horton           For       For        Management
1.6   Elect Director Irwin Mark Jacobs          For       For        Management
1.7   Elect Director Paul E. Jacobs             For       For        Management
1.8   Elect Director Robert E. Kahn             For       For        Management
1.9   Elect Director Sherry Lansing             For       For        Management
1.10  Elect Director Duane A. Nelles            For       For        Management
1.11  Elect Director Brent Scowcroft            For       For        Management
1.12  Elect Director Marc I. Stern              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Research In Motion Ltd

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 14, 2009   Meeting Type: Annual
Record Date:  MAY 26, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mike Lazaridis             For       For        Management
1.2   Elect Director James Estill               For       For        Management
1.3   Elect Director David Kerr                 For       For        Management
1.4   Elect Director Roger Martin               For       For        Management
1.5   Elect Director John Richardson            For       For        Management
1.6   Elect Director Barbara Stymiest           For       For        Management
1.7   Elect Director John Wetmore               For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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

Synopsys, Inc.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: MAR 25, 2010   Meeting Type: Annual
Record Date:  JAN 27, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aart J. De Geus            For       For        Management
1.2   Elect Director Alfred Castino             For       For        Management
1.3   Elect Director Chi-Foon Chan              For       For        Management
1.4   Elect Director Bruce R. Chizen            For       For        Management
1.5   Elect Director Deborah A. Coleman         For       For        Management
1.6   Elect Director John Schwarz               For       For        Management
1.7   Elect Director Roy Vallee                 For       For        Management
1.8   Elect Director Steven C. Walske           For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

Take-Two Interactive Software, Inc.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Strauss Zelnick            For       For        Management
1.2   Elect Director Robert A. Bowman           For       For        Management
1.3   Elect Director Sung Hwan Cho              For       For        Management
1.4   Elect Director Michael Dornemann          For       For        Management
1.5   Elect Director Brett Icahn                For       For        Management
1.6   Elect Director J. Moses                   For       For        Management
1.7   Elect Director James L. Nelson            For       For        Management
1.8   Elect Director Michael Sheresky           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

The Goldman Sachs Group, Inc.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lloyd C. Blankfein         For       For        Management
1.2   Elect Director John H. Bryan              For       For        Management
1.3   Elect Director Gary D. Cohn               For       For        Management
1.4   Elect Director Claes Dahlbck             For       For        Management
1.5   Elect Director Stephen Friedman           For       For        Management
1.6   Elect Director William W. George          For       For        Management
1.7   Elect Director James A. Johnson           For       For        Management
1.8   Elect Director Lois D. Juliber            For       For        Management
1.9   Elect Director Lakshmi N. Mittal          For       For        Management
1.10  Elect Director James J. Schiro            For       For        Management
1.11  Elect Director H. Lee Scott, Jr.          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Provide Right to Call Special Meeting     For       Against    Management
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
8     Require Independent Board Chairman        Against   Against    Shareholder
9     Report on Political Contributions         Against   For        Shareholder
10    Report on Global Warming Science          Against   Against    Shareholder
11    Report on Pay Disparity                   Against   Against    Shareholder
12    Stock Retention/Holding Period            Against   For        Shareholder


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

The Kroger Co.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Reuben V. Anderson         For       For        Management
2     Elect Director Robert D. Beyer            For       For        Management
3     Elect Director David B. Dillon            For       For        Management
4     Elect Director Susan J. Kropf             For       For        Management
5     Elect Director John T. LaMacchia          For       For        Management
6     Elect Director David B. Lewis             For       For        Management
7     Elect Director W. Rodney McMullen         For       For        Management
8     Elect Director Jorge P. Montoya           For       For        Management
9     Elect Director Clyde R. Moore             For       For        Management
10    Elect Director Susan M. Phillips          For       For        Management
11    Elect Director Steven R. Rogel            For       For        Management
12    Elect Director James A. Runde             For       For        Management
13    Elect Director Ronald L. Sargent          For       For        Management
14    Elect Director Bobby S. Shackouls         For       For        Management
15    Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
16    Ratify Auditors                           For       For        Management
17    Report on Climate Change                  Against   For        Shareholder


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

THQ Inc.

Ticker:       THQI           Security ID:  872443403
Meeting Date: AUG 6, 2009    Meeting Type: Annual
Record Date:  JUN 8, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian J. Farrell           For       For        Management
1.2   Elect Director Lawrence Burstein          For       For        Management
1.3   Elect Director Henry T. DeNero            For       For        Management
1.4   Elect Director Brian P. Dougherty         For       For        Management
1.5   Elect Director Jeffrey W. Griffiths       For       For        Management
1.6   Elect Director Gary E. Rieschel           For       For        Management
1.7   Elect Director  James L. Whims            For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

Tyco International Ltd.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:  JAN 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal 2008/2009
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3.1   Reelect Edward Breen as Director          For       For        Management
3.2   Elect Michael Daniels as Director         For       For        Management
3.3   Reelect Timothy Donahue as Director       For       For        Management
3.4   Reelect Brian Duperreault as Director     For       For        Management
3.5   Reelect Bruce Gordon as Director          For       For        Management
3.6   Reelect Rajiv Gupta as Director           For       For        Management
3.7   Reelect John Krol as Director             For       For        Management
3.8   Reelect Brendan O'Neill as Director       For       For        Management
3.9   Reelect William Stavropoulos as Director  For       For        Management
3.10  Reelect Sandra Wijnberg as Director       For       For        Management
3.11  Reelect R. David Yost as Director         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 2009/2010
4c    Ratify PricewaterhouseCoopers AG as       For       For        Management
      Special Auditor
5a    Approve Carrying Forward of Net Loss      For       For        Management
5b    Approve CHF 407.4 Million Reduction in    For       For        Management
      Share Capital and Repayment of CHF 0.85
      per Share
6     Amend Articles Re: Plurality Voting       For       For        Management
      Standard for Board Elections When the
      Number of Candidates Exceeds the Number
      of Board Positions Available
7     Transact Other Business (Voting)          For       Against    Management


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

Vanda Pharmaceuticals Inc.

Ticker:       VNDA           Security ID:  921659108
Meeting Date: JUN 3, 2010    Meeting Type: Annual
Record Date:  APR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard H. Pien             For       For        Management
1.2   Elect Director H. Thomas Watkins          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Walgreen Co.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 13, 2010   Meeting Type: Annual
Record Date:  NOV 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven A. Davis            For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director Mark P. Frissora           For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Nancy M. Schlichting       For       For        Management
1.6   Elect Director David Y. Schwartz          For       For        Management
1.7   Elect Director Alejandro Silva            For       For        Management
1.8   Elect Director James A. Skinner           For       For        Management
1.9   Elect Director Gregory D. Wasson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Reduce Supermajority Vote Requirement     Against   For        Shareholder
5     Performance-Based Equity Awards           Against   For        Shareholder
6     Report on Charitable Contributions        Against   Abstain    Shareholder


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

Wyeth

Ticker:       WYE            Security ID:  983024100
Meeting Date: JUL 20, 2009   Meeting Type: Annual
Record Date:  JUN 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Robert M. Amen             For       Against    Management
3.2   Elect Director Michael J. Critelli        For       Against    Management
3.3   Elect Director Frances D. Fergusson       For       For        Management
3.4   Elect Director Victor F. Ganzi            For       Against    Management
3.5   Elect Director Robert Langer              For       For        Management
3.6   Elect Director John P. Mascotte           For       Against    Management
3.7   Elect Director Raymond J. McGuire         For       Against    Management
3.8   Elect Director Mary Lake Polan            For       For        Management
3.9   Elect Director Bernard Poussot            For       For        Management
3.10  Elect Director Gary L. Rogers             For       Against    Management
3.11  Elect Director John R. Torell III         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Political Contributions         Against   For        Shareholder
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


                            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 Balanced Fund

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

Date:        August 23, 2010

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