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:                                    811-01512

Exact name of registrant as specified in charter:                      Oppenheimer Capital Income Fund

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

Name and address of agent for service:                                 Robert G. Zack, Executive Vice
                                                                       President and 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:                                               8/31

Date of reporting period:                                              07/01/2007-06/30/2008

Item 1.           Proxy Voting Record


======================= OPPENHEIMER CAPITAL INCOME FUND ========================

Abbott Laboratories

Ticker:       ABT            Security ID:  2824100
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.M. Daley                 For       For        Management
1.3   Elect Director W.J. Farrell               For       For        Management
1.4   Elect Director H.L. Fuller                For       For        Management
1.5   Elect Director W.A. Osborn                For       For        Management
1.6   Elect Director D.A.L. Owen                For       For        Management
1.7   Elect Director B. Powell, Jr.             For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott, III            For       For        Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Human Rights Policy to Address      Against   Abstain    Shareholder
      Access to Medicines
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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Abitibi Consolidated Inc.

Ticker:       A              Security ID:  3924107
Meeting Date: JUL 26, 2007   Meeting Type: Special
Record Date:  JUN 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Plan of Arrangement: Merger with  For       For        Management
      Bowater Incorporated


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Altria Group, Inc.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008

#     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 Dinyar S. Devitre          For       For        Management
4     Elect Director Thomas F. Farrell II       For       For        Management
5     Elect Director Robert E. R. Huntley       For       For        Management
6     Elect Director Thomas W. Jones            For       For        Management
7     Elect Director George Munoz               For       For        Management
8     Elect Director Michael E. Szymanczyk      For       For        Management
9     Ratify Auditors                           For       For        Management
10    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
11    Provide for Cumulative Voting             Against   Against    Shareholder
12    Adopt the Marketing and Advertising       Against   Abstain    Shareholder
      Provisions of the U.S. Master Settlement
      Agreement Globally
13    Cease Advertising Campaigns Oriented to   Against   Abstain    Shareholder
      Prevent Youth Smoking
14    Implement the "Two Cigarette"  Marketing  Against   Abstain    Shareholder
      Approach
15    Adopt Principles for Health Care Reform   Against   Abstain    Shareholder


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Anthracite Capital, Inc.

Ticker:       AHR            Security ID:  37023108
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hugh R. Frater             For       For        Management
1.2   Elect Director Jeffrey C. Keil            For       For        Management
1.3   Elect Director Deborah J. Lucas           For       For        Management
1.4   Elect Director Walter E. Gregg Jr.        For       For        Management
1.5   Elect Director Christopher A. Milner      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Restricted Stock Plan             For       For        Management


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ARLINGTON TANKERS LTD

Ticker:       ATB            Security ID:  G04899103
Meeting Date: JUL 19, 2007   Meeting Type: Annual
Record Date:  APR 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael K. Drayton        For       For        Management
2     APPOINTMENT OF MOORE STEPHENS P.C. AS     For       For        Management
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR FISCAL YEAR ENDING DECEMBER 31,
      2007 AND THE AUTHORIZATION OF THE BOARD
      OF DIRECTORS, ACTING THROUGH THE AUDIT
      COMMITTEE, TO DETERMINE THE INDEPENDENT
      REGISTERED PUBL


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AT&T Inc

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Randall L. Stephenson      For       For        Management
2     Elect Director William F. Aldinger III    For       For        Management
3     Elect Director Gilbert F. Amelio          For       For        Management
4     Elect Director Reuben V. Anderson         For       For        Management
5     Elect Director James H. Blanchard         For       For        Management
6     Elect Director August A. Busch III        For       For        Management
7     Elect Director James P. Kelly             For       For        Management
8     Elect Director Jon C. Madonna             For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director John B. McCoy              For       For        Management
11    Elect Director Mary S. Metz               For       For        Management
12    Elect Director Joyce M. Roche             For       For        Management
13    Elect Director Laura D' Andrea Tyson      For       For        Management
14    Elect Director Patricia P. Upton          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Political Contributions         Against   Abstain    Shareholder
17    Exclude Pension Credits from Earnings     Against   For        Shareholder
      Performance Measure
18    Require Independent Lead Director         Against   For        Shareholder
19    Establish SERP Policy                     Against   For        Shareholder
20    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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B&G Foods, Inc.

Ticker:       BGS            Security ID:  05508R106
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert C. Cantwell         For       For        Management
1.2   Elect Director James R. Chambers          For       For        Management
1.3   Elect Director Cynthia T. Jamison         For       For        Management
1.4   Elect Director Dennis M. Mullen           For       For        Management
1.5   Elect Director Alfred Poe                 For       For        Management
1.6   Elect Director Stephen C. Sherrill        For       For        Management
1.7   Elect Director David L. Wenner            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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BASF SE (formerly BASF AG)

Ticker:                      Security ID:  55262505
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 3.90 per Share
2     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2007
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2007
4     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors for
      Fiscal 2008
5     Authorize Share Repurchase Program and    For       For        Management
      Reissuance or Cancellation of Repurchased
      Shares
6     Approve Affiliation Agreements with       For       For        Management
      Subsidiary BASF Beteiligungsgesellschaft
      mbH
7     Approve Affiliation Agreements with       For       For        Management
      Subsidiary BASF Bank GmbH
8     Approve 2:1 Stock Split                   For       For        Management
9     Amend Articles Re: Remuneration for       For       For        Management
      Supervisory Board Committee Membership
10    Amend Articles Re: Registration for       For       For        Management
      Shareholder Meetings


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Bowater Inc.

Ticker:       ABH            Security ID:  102183100
Meeting Date: JUL 26, 2007   Meeting Type: Annual
Record Date:  JUN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Arthur R. Sawchuk                   For       For        Management
2.2   Elect Richard B. Evans                    For       For        Management
2.3   Elect Gordon D. Giffin                    For       For        Management
3     Ratify Auditors                           For       For        Management


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BP plc

Ticker:                      Security ID:  55622104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE FINANCIAL STATEMENTS AND       For       For        Management
      STATUTORY REPORTS.
2     TO APPROVE THE DIRECTORS' REMUNERATION    For       Against    Management
      REPORT.
3     Elect  Director Mr A Burgmans             For       For        Management
4     Elect  Director Mrs C B Carroll           For       For        Management
5     Elect  Director Sir William Castell       For       For        Management
6     Elect  Director Mr I C Conn               For       For        Management
7     Elect  Director Mr G David                For       For        Management
8     Elect  Director Mr E B Davis, Jr          For       For        Management
9     Elect  Director Mr D J Flint              For       For        Management
10    Elect  Director Dr B E Grote              For       For        Management
11    Elect  Director Dr A B Hayward            For       For        Management
12    Elect  Director Mr A G Inglis             For       For        Management
13    Elect  Director Dr D S Julius             For       For        Management
14    Elect  Director Sir Tom Mckillop          For       For        Management
15    Elect  Director Sir Ian Prosser           For       For        Management
16    Elect  Director Mr P D Sutherland         For       For        Management
17    REAPPOINT ERNST & YOUNG LLP AS AUDITORS   For       For        Management
      AND AUTHORISE BOARD TO FIX THEIR
      REMUNERATION.
18    ADOPT NEW ARTICLES OF ASSOCIATION.        For       For        Management
19    SPECIAL RESOLUTION TO GIVE LIMITED        For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY.
20    SPECIAL RESOLUTION TO GIVE LIMITED        For       For        Management
      AUTHORITY TO ALLOT SHARES UP TO A
      SPECIFIED AMOUNT.
21    SPECIAL RESOLUTION TO GIVE AUTHORITY TO   For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      FREE OF PRE-EMPTION RIGHTS.


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Bristol-Myers Squibb Co.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lewis B. Campbell          For       For        Management
2     Elect Director James M. Cornelius         For       For        Management
3     Elect Director Louis J. Freeh             For       For        Management
4     Elect Director Laurie H. Glimcher         For       For        Management
5     Elect Director Michael Grobstein          For       For        Management
6     Elect Director Leif Johansson             For       For        Management
7     Elect Director Alan J. Lacey              For       For        Management
8     Elect Director Vicki L. Sato              For       For        Management
9     Elect Director Togo D. West, Jr.          For       For        Management
10    Elect Director R. Sanders Williams        For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


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Carnival Corp.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Ambassador R G Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Richard J. Glasier        For       For        Management
1.8   Elect  Director Modesto A. Maidique       For       For        Management
1.9   Elect  Director Sir John Parker           For       For        Management
1.10  Elect  Director Peter G. Ratcliffe        For       For        Management
1.11  Elect  Director Stuart Subotnick          For       For        Management
1.12  Elect  Director Laura Weil                For       For        Management
1.13  Elect  Director Uzi Zucker                For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE TO THE REMUNERATION
      OF THE INDEPENDENT AUDITORS.
4     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED
      NOVEMBER 30, 2007.
5     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
6     TO APPROVE THE ISSUANCE BY CARNIVAL PLC   For       For        Management
      OF EQUITY OR EQUITY-LINKED SECURITIES
      WITH PREEMPTIVE RIGHTS.
7     TO APPROVE THE DIS-APPLICATION OF         For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC.
8     TO APPROVE A GENERAL AUTHORITY FOR        For       For        Management
      CARNIVAL PLC TO BUY BACK CARNIVAL PLC
      ORDINARY SHARES IN THE OPEN MARKET.


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Centerpoint Energy Inc.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director O. Holcombe Crosswell      For       For        Management
2     Elect Director Janiece M. Longoria        For       For        Management
3     Elect Director Thomas F. Madison          For       For        Management
4     Elect Director Sherman M. Wolff           For       For        Management
5     Declassify the Board of Directors         For       For        Management
6     Ratify Auditors                           For       For        Management
7     Other Business                            None      Against    Management


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Chevron Corporation

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     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 S. Ginn                    For       For        Management
6     Elect Director F. G. Jenifer              For       For        Management
7     Elect Director J. L. Jones                For       For        Management
8     Elect Director S. Nunn                    For       For        Management
9     Elect Director D. J. O?Reilly             For       For        Management
10    Elect Director D. B. Rice                 For       For        Management
11    Elect Director P. J. Robertson            For       For        Management
12    Elect Director K. W. Sharer               For       For        Management
13    Elect Director C. R. Shoemate             For       For        Management
14    Elect Director R. D. Sugar                For       For        Management
15    Elect Director C. Ware                    For       For        Management
16    Ratify Auditors                           For       For        Management
17    Increase Authorized Common Stock          For       For        Management
18    Require Independent Board Chairman        Against   Against    Shareholder
19    Adopt Human Rights Policy                 Against   Abstain    Shareholder
20    Report on Environmental Impact of Oil     Against   Abstain    Shareholder
      Sands Operations in Canada
21    Adopt Quantitative GHG Goals for Products Against   Abstain    Shareholder
      and Operations
22    Adopt Guidelines for Country Selection    Against   Abstain    Shareholder
23    Report on Market Specific Environmental   Against   Abstain    Shareholder
      Laws


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Cinemark Holdings Inc.

Ticker:       CNK            Security ID:  17243V102
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  APR 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven P. Rosenberg        For       For        Management
1.2   Elect Director Donald G. Soderquist       For       For        Management
1.3   Elect Director Enrique F. Senior          For       For        Management
1.4   Elect Director Roger T. Staubach          For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management


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Citigroup Inc.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       Against    Management
3     Elect Director Sir Winfried Bischoff      For       For        Management
4     Elect Director Kenneth T. Derr            For       Against    Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Andrew N. Liveris          For       For        Management
8     Elect Director Anne Mulcahy               For       Against    Management
9     Elect Director Vikram Pandit              For       For        Management
10    Elect Director Richard D. Parsons         For       Against    Management
11    Elect Director Judith Rodin               For       For        Management
12    Elect Director Robert E. Rubin            For       For        Management
13    Elect Director Robert L. Ryan             For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Disclose Prior Government Service         Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Limit Executive Compensation              Against   Against    Shareholder
19    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
20    Report on the Equator Principles          Against   Against    Shareholder
21    Adopt Employee Contract                   Against   For        Shareholder
22    Amend GHG Emissions Policies to Limit     Against   Against    Shareholder
      Coal Financing
23    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
24    Require Independent Board Chairman        Against   Against    Shareholder
25    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
26    Indicate If You Would Like to Keep Your   None      None       Management
      Vote Confidential Under Current Policy


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Citizens Communications Co.

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathleen Q. Abernathy      For       For        Management
1.2   Elect Director Leroy T. Barnes, Jr.       For       For        Management
1.3   Elect Director Peter C.B. Bynoe           For       For        Management
1.4   Elect Director Michael T. Dugan           For       For        Management
1.5   Elect Director Jeri B. Finard             For       For        Management
1.6   Elect Director Lawton Wehle Fitt          For       For        Management
1.7   Elect Director William M. Kraus           For       For        Management
1.8   Elect Director Howard L. Schrott          For       For        Management
1.9   Elect Director Larraine D. Segil          For       For        Management
1.10  Elect Director David H. Ward              For       For        Management
1.11  Elect Director Myron A. Wick, III         For       For        Management
1.12  Elect Director Mary Agnes Wilderotter     For       For        Management
2     Change Company Name                       For       For        Management
3     Replace Enumerated Purposes Clause        For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Ratify Auditors                           For       For        Management


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Cleco Corporation

Ticker:       CNL            Security ID:  12561W105
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William L. Marks          For       For        Management
1.2   Elect  Director Robert T. Ratcliff, Sr.   For       For        Management
1.3   Elect  Director William H. Walker, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management


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Coca-Cola Company, The

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Herbert A. Allen           For       For        Management
2     Elect Director Ronald W. Allen            For       For        Management
3     Elect Director Cathleen P. Black          For       For        Management
4     Elect Director Barry Diller               For       Against    Management
5     Elect Director Alexis M. Herman           For       For        Management
6     Elect Director E. Neville Isdell          For       For        Management
7     Elect Director Muhtar Kent                For       For        Management
8     Elect Director Donald R. Keough           For       For        Management
9     Elect Director Donald F. McHenry          For       For        Management
10    Elect Director Sam Nunn                   For       For        Management
11    Elect Director James D. Robinson III      For       For        Management
12    Elect Director Peter V. Ueberroth         For       For        Management
13    Elect Director Jacob Wallenberg           For       For        Management
14    Elect Director James B. Williams          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Approve Stock Option Plan                 For       For        Management
17    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
18    Require Independent Board Chairman        Against   For        Shareholder
19    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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ConocoPhillips

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Harold W. McGraw III       For       For        Management
2     Elect Director James J. Mulva             For       For        Management
3     Elect Director Bobby S. Shackouls         For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Report on Indigenous Peoples Rights       Against   Abstain    Shareholder
      Policies
8     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
9     Report on Political Contributions         Against   Abstain    Shareholder
10    Adopt Greenhouse Gas Emissions Goals for  Against   Abstain    Shareholder
      Products and Operations
11    Report on Community Environmental Impacts Against   Abstain    Shareholder
      of Operations
12    Report on Environmental Damage from       Against   Abstain    Shareholder
      Drilling in the National Petroleum
      Reserve
13    Report on Environmental Impact of Oil     Against   Abstain    Shareholder
      Sands Operations in Canada
14    Report on Global Warming                  Against   Abstain    Shareholder


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Consolidated Communications Holdings, Inc.

Ticker:       CNSL           Security ID:  209034107
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Currey           For       For        Management
1.2   Elect Director Maribeth S. Rahe           For       For        Management
2     Ratify Auditors                           For       For        Management


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Corning Inc.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

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


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Crystal River Capital, Inc.

Ticker:       CRZ            Security ID:  229393301
Meeting Date: JUN 10, 2008   Meeting Type: Annual
Record Date:  APR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rodman L. Drake           For       For        Management
1.2   Elect  Director Clifford E. Lai           For       For        Management
2     Ratify Auditors                           For       For        Management


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CSK Auto Corp.

Ticker:       CAO            Security ID:  125965103
Meeting Date: NOV 8, 2007    Meeting Type: Annual
Record Date:  SEP 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence N. Mondry         For       For        Management
1.2   Elect Director James G. Bazlen            For       For        Management
1.3   Elect Director Morton Godlas              For       For        Management
1.4   Elect Director Terilyn A. Henderson       For       For        Management
1.5   Elect Director Charles K. Marquis         For       For        Management
1.6   Elect Director Charles J. Philippin       For       For        Management
1.7   Elect Director William A. Shutzer         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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Diamond Offshore Drilling, Inc.

Ticker:       DO             Security ID:  25271C102
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James S. Tisch             For       Withhold   Management
1.2   Elect Director Lawrence R. Dickerson      For       Withhold   Management
1.3   Elect Director John R. Bolton             For       For        Management
1.4   Elect Director Charles L. Fabrikant       For       Withhold   Management
1.5   Elect Director Paul G. Gaffney II         For       For        Management
1.6   Elect Director Herbert C. Hofmann         For       Withhold   Management
1.7   Elect Director Arthur L. Rebell           For       Withhold   Management
1.8   Elect Director Raymond S. Troubh          For       For        Management
2     Ratify Auditors                           For       For        Management


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EAGLE BULK SHIPPING INC

Ticker:       EGLE           Security ID:  Y2187A101
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Douglas P. Haensel        For       For        Management
1.2   Elect  Director Alexis P. Zoullas         For       For        Management
2     THE BOARD HAS SELECTED THE FIRM OF ERNST  For       For        Management
      & YOUNG LLP AS THE COMPANY S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM TO
      AUDIT THE FINANCIAL STATEMENTS OF EAGLE
      BULK SHIPPING INC. FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2008.


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

Eastman Chemical Co.

Ticker:       EMN            Security ID:  277432100
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael P. Connors         For       For        Management
2     Elect Director J. Brian Ferguson          For       For        Management
3     Elect Director Howard L. Lance            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
6     Declassify the Board of Directors         Against   For        Shareholder


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

Everest Re Group LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Gallagher       For       For        Management
1.2   Elect  Director William F. Galtney, Jr.   For       For        Management
2     TO APPOINT PRICEWATERHOUSECOOPERS LLP AS  For       For        Management
      THE COMPANY S REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2008 AND AUTHORIZE THE BOARD
      OF DIRECTORS ACTING BY THE AUDIT
      COMMITTEE OF THE BOARD TO SET THE FEES.
3     TO APPROVE AN AMENDMENT TO THE COMPANY S  For       For        Management
      BYE-LAWS TO ALLOW THE COMPANY TO HOLD
      TREASURY SHARES.


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

Fairpoint Communications, Inc

Ticker:       FRP            Security ID:  305560104
Meeting Date: JUN 18, 2008   Meeting Type: Annual
Record Date:  APR 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Claude C. Lilly            For       For        Management
1.2   Elect Director Robert S. Lilien           For       For        Management
1.3   Elect Director Thomas F. Gilbane, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

Fairpoint Communications, Inc

Ticker:       FRP            Security ID:  305560104
Meeting Date: AUG 22, 2007   Meeting Type: Annual
Record Date:  JUL 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2.1   Elect  Director David L. Hauser           For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       For        Management


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

Fidelity National Financial, Inc.

Ticker:       FNF            Security ID:  31620R105
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  MAR 31, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William P. Foley, II       For       For        Management
1.2   Elect Director Douglas K. Ammerman        For       For        Management
1.3   Elect Director Thomas M. Hagerty          For       For        Management
1.4   Elect Director Peter O. Shea, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

FirstEnergy Corporation

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul T. Addison            For       Withhold   Management
1.2   Elect Director Anthony J. Alexander       For       Withhold   Management
1.3   Elect Director Michael J. Anderson        For       Withhold   Management
1.4   Elect Director Carol A. Cartwright        For       Withhold   Management
1.5   Elect Director William T. Cottle          For       Withhold   Management
1.6   Elect Director Robert B. Heisler, Jr.     For       Withhold   Management
1.7   Elect Director Ernest J. Novak, Jr.       For       Withhold   Management
1.8   Elect Director Catherine A. Rein          For       Withhold   Management
1.9   Elect Director George M. Smart            For       Withhold   Management
1.10  Elect Director Wes M. Taylor              For       Withhold   Management
1.11  Elect Director Jesse T. Williams, Sr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
4     Adopt a Policy Establishing an Engagement Against   For        Shareholder
      Process to Shareholder Proposals
5     Reduce Supermajority Vote Requirement     Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

General Electric Co.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James I. Cash, Jr.         For       For        Management
2     Elect Director William M. Castell         For       For        Management
3     Elect Director Ann M. Fudge               For       For        Management
4     Elect Director Claudio X. Gonzalez        For       Against    Management
5     Elect Director Susan Hockfield            For       For        Management
6     Elect Director Jeffrey R. Immelt          For       For        Management
7     Elect Director Andrea Jung                For       For        Management
8     Elect Director Alan G. Lafley             For       For        Management
9     Elect Director Robert W. Lane             For       For        Management
10    Elect Director Ralph S. Larsen            For       For        Management
11    Elect Director Rochelle B. Lazarus        For       For        Management
12    Elect Director James J. Mulva             For       For        Management
13    Elect Director Sam Nunn                   For       For        Management
14    Elect Director Roger S. Penske            For       For        Management
15    Elect Director Robert J. Swieringa        For       For        Management
16    Elect Director Douglas A. Warner III      For       For        Management
17    Ratify Auditors                           For       For        Management
18    Provide for Cumulative Voting             Against   Against    Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Adopt Policy on Overboarded Directors     Against   Abstain    Shareholder
22    Report on Charitable Contributions        Against   Abstain    Shareholder
23    Report on Global Warming                  Against   Abstain    Shareholder
24    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Halliburton Co.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Alan M. Bennett            For       For        Management
2     Elect Director James R. Boyd              For       For        Management
3     Elect Director Milton Carroll             For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director S. Malcolm Gillis          For       For        Management
6     Elect Director James T. Hackett           For       For        Management
7     Elect Director David J. Lesar             For       For        Management
8     Elect Director J. Landis Martin           For       For        Management
9     Elect Director Jay A. Precourt            For       For        Management
10    Elect Director Debra L. Reed              For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management
13    Adopt Human Rights Policy                 Against   Abstain    Shareholder
14    Report on Political Contributions         Against   Abstain    Shareholder
15    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Hartford Financial Services Group, Inc., The

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ramani Ayer                For       For        Management
2     Elect Director Ramon de Oliveira          For       For        Management
3     Elect Director Trevor Fetter              For       For        Management
4     Elect Director Edward J. Kelly, III       For       For        Management
5     Elect Director Paul G. Kirk, Jr.          For       For        Management
6     Elect Director Thomas M. Marra            For       For        Management
7     Elect Director Gail J. McGovern           For       For        Management
8     Elect Director Michael G. Morris          For       For        Management
9     Elect Director Charles B. Strauss         For       For        Management
10    Elect Director H. Patrick Swygert         For       For        Management
11    Ratify Auditors                           For       For        Management


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

Intel Corp.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director Carol A. Bartz             For       For        Management
4     Elect Director Susan L. Decker            For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Sustainability


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

iStar Financial Inc.

Ticker:       SFI            Security ID:  45031U101
Meeting Date: MAY 28, 2008   Meeting Type: Annual
Record Date:  APR 2, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jay Sugarman               For       For        Management
1.2   Elect Director Glenn R. August            For       For        Management
1.3   Elect Director Robert W. Holman, Jr.      For       For        Management
1.4   Elect Director Robin Josephs              For       For        Management
1.5   Elect Director John G. McDonald           For       For        Management
1.6   Elect Director George R. Puskar           For       For        Management
1.7   Elect Director Jeffrey A. Weber           For       For        Management
2     Amend Deferred Compensation Plan          For       For        Management
3     Ratify Auditors                           For       For        Management


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

Johnson & Johnson

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Michael M.E. Johns         For       Withhold   Management
1.4   Elect Director Arnold G. Langbo           For       Withhold   Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Wiliam D. Perez            For       Withhold   Management
1.8   Elect Director Christine A. Poon          For       For        Management
1.9   Elect Director Charles Prince             For       Withhold   Management
1.10  Elect Director Steven S. Reinemund        For       For        Management
1.11  Elect Director David Satcher              For       For        Management
1.12  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Joy Global, Inc.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 4, 2008    Meeting Type: Annual
Record Date:  JAN 9, 2008

#     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     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

KKR Financial Holdings LLC

Ticker:       KFN            Security ID:  48248A306
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger        For       For        Management
1.2   Elect Director Tracy L. Collins           For       For        Management
1.3   Elect Director Saturnino S. Fanlo         For       For        Management
1.4   Elect Director Vincent Paul Finigan       For       For        Management
1.5   Elect Director Paul M. Hazen              For       For        Management
1.6   Elect Director R. Glenn Hubbard           For       For        Management
1.7   Elect Director Ross J. Kari               For       For        Management
1.8   Elect Director Ely L. Licht               For       For        Management
1.9   Elect Director Deborah H. Mcaneny         For       For        Management
1.10  Elect Director Scott C. Nuttall           For       For        Management
1.11  Elect Director Willy R. Strothotte        For       For        Management
2     Ratify Auditors                           For       For        Management


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

Lockheed Martin Corp.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. C. "Pete" Aldrige, Jr.  For       For        Management
1.2   Elect Director Nolan D. Archibald         For       Withhold   Management
1.3   Elect Director David B. Burritt           For       For        Management
1.4   Elect Director James O. Ellis, Jr.        For       For        Management
1.5   Elect Director Gwendolyn S. King          For       For        Management
1.6   Elect Director James M. Loy               For       For        Management
1.7   Elect Director Douglas H. McCorkindale    For       For        Management
1.8   Elect Director Joseph W. Ralston          For       For        Management
1.9   Elect Director Frank Savage               For       For        Management
1.10  Elect Director James Schneider            For       For        Management
1.11  Elect Director Anne Stevens               For       For        Management
1.12  Elect Director Robert J. Stevens          For       For        Management
1.13  Elect Director James R. Ukropina          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Simple Majority Voting        For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Amend Omnibus Stock Plan                  For       Against    Management
6     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
7     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
8     Report on Nuclear Weapons                 Against   Abstain    Shareholder
9     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Loews Corp.

Ticker:       L              Security ID:  540424207
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ann E. Berman              For       For        Management
2     Elect Director Joseph L. Bower            For       For        Management
3     Elect Director Charles M. Diker           For       For        Management
4     Elect Director Paul J. Fribourg           For       For        Management
5     Elect Director Walter L. Harris           For       For        Management
6     Elect Director Philip A. Laskawy          For       For        Management
7     Elect Director Gloria R. Scott            For       For        Management
8     Elect Director Andrew H. Tisch            For       For        Management
9     Elect Director James S. Tisch             For       For        Management
10    Elect Director Jonathan M. Tisch          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Provide for Cumulative Voting             Against   Against    Shareholder
13    Pay For Superior Performance              Against   For        Shareholder
14    Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
15    Amend Tobacco Marketing Strategies        Against   Abstain    Shareholder


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

Marathon Oil Corp

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles F. Bolden, Jr.     For       For        Management
1.2   Elect Director Gregory H. Boyce           For       For        Management
1.3   Elect Director Shirley Ann Jackson        For       For        Management
1.4   Elect Director Philip Lader               For       For        Management
1.5   Elect Director Charles R. Lee             For       For        Management
1.6   Elect Director Dennis H. Reilley          For       For        Management
1.7   Elect Director Seth E. Schofield          For       For        Management
1.8   Elect Director John W. Snow               For       For        Management
1.9   Elect Director Thomas J. Usher            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws -- Call Special Meetings     Against   For        Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Microsoft Corp.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 13, 2007   Meeting Type: Annual
Record Date:  SEP 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr.         For       For        Management
1.4   Elect Director Dina Dublon                For       For        Management
1.5   Elect Director Raymond V. Gilmartin       For       For        Management
1.6   Elect Director Reed Hastings              For       For        Management
1.7   Elect Director David F. Marquardt         For       For        Management
1.8   Elect Director Charles H. Noski           For       For        Management
1.9   Elect Director Helmut Panke               For       For        Management
1.10  Elect Director Jon A. Shirley             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Policies to Protect Freedom of      Against   Abstain    Shareholder
      Access to the Internet
4     Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Novartis AG

Ticker:                      Security ID:  66987V109
Meeting Date: FEB 26, 2008   Meeting Type: Annual
Record Date:  JAN 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       Did Not    Management
      REMUNERATION REPORT, THE FINANCIAL                  Vote
      STATEMENTS AND THE CONSOLIDATED FINANCIAL
      STATEMENTS
2     DISCHARGE FROM LIABILITY OF THE MEMBERS   For       Did Not    Management
      OF THE BOARD OF DIRECTORS AND THE                   Vote
      EXECUTIVE COMMITTEE
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       Did Not    Management
      NOVARTIS AG AS PER BALANCE SHEET AND                Vote
      DECLARATION OF DIVIDEND
4     REDUCTION OF SHARE CAPITAL                For       Did Not    Management
                                                          Vote
5     FURTHER SHARE REPURCHASE PROGRAM          For       Did Not    Management
                                                          Vote
6     AMENDMENT TO THE ARTICLES OF              For       Did Not    Management
      INCORPORATION-SPECIAL QUORUM                        Vote
7     AMENDMENT TO THE ARTICLES OF              For       Did Not    Management
      INCORPORATION-CONTRIBUTIONS IN KIND                 Vote
8     RE-ELECTION OF PETER BURCKHARDT M.D. FOR  For       Did Not    Management
      A ONE-YEAR TERM                                     Vote
9     RE-ELECTION OF ULRICH LEHNER PH.D  FOR A  For       Did Not    Management
      ONE-YEAR TERM                                       Vote
10    RE-ELECTION OF ALEXANDRE F. JETZER FOR A  For       Did Not    Management
      THREE-YEAR TERM                                     Vote
11    RE-ELECTION OF PIERRE LANDOLT FOR A       For       Did Not    Management
      THREE-YEAR TERM                                     Vote
12    ELECTION OF ANN FUDGE FOR A THREE-YEAR    For       Did Not    Management
      TERM                                                Vote
13    RATIFY AUDITORS                           For       Did Not    Management
                                                          Vote
14    TRANSACT OTHER BUSINESS (VOTING)          For       Did Not    Management
                                                          Vote


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

OfficeMax Incorporated

Ticker:       OMX            Security ID:  67622P101
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dorrit J. Bern             For       For        Management
1.2   Elect Director Warren F. Bryant           For       For        Management
1.3   Elect Director Joseph M. DePinto          For       For        Management
1.4   Elect Director Sam K. Duncan              For       For        Management
1.5   Elect Director Rakesh Gangwal             For       For        Management
1.6   Elect Director Francesca Ruiz de          For       For        Management
      Luzuriaga
1.7   Elect Director William J. Montgoris       For       For        Management
1.8   Elect Director David M. Szymanski         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

Petroleo Brasileiro

Ticker:                      Security ID:  71654V408
Meeting Date: OCT 29, 2007   Meeting Type: Special
Record Date:  OCT 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Share Purchase and Sale Agreement  For       For        Management
      Dated Aug. 3, 2007 and Signed Between the
      Indirect Controlling Shareholders of
      Suzano Petroquimica SA (Sellers) and
      Petrobras (Buyer); Nominate Firms to
      Perform Speciliazed Assessment for Such
      Purposes


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

Pfizer Inc.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  FEB 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis A. Ausiello         For       For        Management
1.2   Elect Director Michael S. Brown           For       For        Management
1.3   Elect Director M. Anthony Burns           For       For        Management
1.4   Elect Director Robert N. Burt             For       For        Management
1.5   Elect Director W. Don Cornwell            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Constance J. Horner        For       For        Management
1.8   Elect Director William R. Howell          For       For        Management
1.9   Elect Director James M. Kilts             For       For        Management
1.10  Elect Director Jeffrey B. Kindler         For       For        Management
1.11  Elect Director George A. Lorch            For       For        Management
1.12  Elect Director Dana G. Mead               For       For        Management
1.13  Elect Director Suzanne Nora Johnson       For       For        Management
1.14  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
4     Require Independent Board Chairman        Against   For        Shareholder


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

PPG Industries, Inc.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hugh Grant                 For       For        Management
1.2   Elect Director Michele J. Hooper          For       For        Management
1.3   Elect Director Robert Mehrbian            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Schering-Plough Corp.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hans W. Becherer           For       For        Management
1.2   Elect Director Thomas J. Colligan         For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director C. Robert Kidder           For       For        Management
1.5   Elect Director Eugene R. McGrath          For       For        Management
1.6   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.7   Elect Director Antonio M. Perez           For       For        Management
1.8   Elect Director Patricia F. Russo          For       For        Management
1.9   Elect Director Jack L. Stahl              For       For        Management
1.10  Elect Director Craig B. Thompson          For       For        Management
1.11  Elect Director Kathryn C. Turner          For       For        Management
1.12  Elect Director Robert F.W. van Oordt      For       For        Management
1.13  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       For        Management


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

SEASPAN Corporation

Ticker:       SSW            Security ID:  Y75638109
Meeting Date: APR 26, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter S. Shaerf           For       For        Management
1.2   Elect  Director Milton K. Wong            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Siemens AG

Ticker:                      Security ID:  826197501
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:  DEC 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROPRIATION OF NET INCOME               For       For        Management
2     POSTPONEMENT OF THE RATIFICATION OF THE   For       For        Management
      ACTS OF: JOHANNES FELDMAYER
3     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: KLAUS KLEINFELD (UNTIL JUNE 30,
      2007)
4     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: PETER LOSCHER (AS OF JULY 1, 2007)
5     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: HEINRICH HIESINGER (AS OF JUNE 1,
      2007)
6     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: JOE KAESER
7     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: RUDI LAMPRECHT
8     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: EDUARDO MONTES
9     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: JURGEN RADOMSKI
10    RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: ERICH R. REINHARDT
11    RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: HERMANN REQUARDT
12    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: URIEL J. SHAREF
13    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: KLAUS WUCHERER
14    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: JOHANNES FELDMAYER (UNTIL
      SEPTEMBER 30, 2007)
15.1  Ratification of the acts of  Director     For       Withhold   Management
      Heinrich Von Pierer
15.2  Ratification of the acts of Director      For       For        Management
      Gerhard Cromme
15.3  Ratification of the acts of  Director     For       For        Management
      Ralf Heckmann
15.4  Ratification of the acts of Director      For       For        Management
      Josef Ackermann
15.5  Ratification of the acts of  Director     For       For        Management
      Lothar Adler
15.6  Ratification of the acts of  Director     For       For        Management
      Gerhard Bieletzki
15.7  Ratification of the acts of Director John For       For        Management
      David Coombe
15.8  Ratification of the acts of Director      For       For        Management
      Hildegard Cornudet
15.9  Ratification of the acts of Director      For       For        Management
      Birgit Grube
15.10 Ratification of the acts of Director      For       For        Management
      Bettina Haller
15.11 Ratification of the acts of  Director     For       For        Management
      Heinz Hawreliuk
15.12 Ratification of the acts of Director      For       For        Management
      Berthold Huber
15.13 Ratification of the acts of  Director     For       For        Management
      Walter Kroll
15.14 Ratification of the acts of Director      For       For        Management
      Michael Mirow
15.15 Ratification of the acts of Director      For       For        Management
      Wolfgang Muller
15.16 Ratification of the acts of Director      For       For        Management
      Georg Nassauer
15.17 Ratification of the acts of Director      For       For        Management
      Thomas Rackow
15.18 Ratification of the acts of Director      For       For        Management
      Dieter Scheitor
15.19 Ratification of the acts of Director      For       For        Management
      Albrecht Schmidt
15.20 Ratification of the acts of Director      For       For        Management
      Henning Schulte-Noelle
15.21 Ratification of the acts of  Director     For       For        Management
      Peter Von Siemens
15.22 Ratification of the acts of Director      For       For        Management
      Jerry I. Speyer
15.23 Ratification of the acts of Director Lord For       For        Management
      Iain Vallance
16    Ratify Auditors                           For       For        Management
17    ACQUISITION AND USE OF SIEMENS SHARES     For       For        Management
18    USE OF EQUITY DERIVATIVES IN CONNECTION   For       For        Management
      WITH THE ACQUISITION OF SIEMENS SHARES
19    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      JOSEF ACKERMANN
20    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      JEAN-LOUIS BEFFA
21    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      GERD VON BRANDENSTEIN
22    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      GERHARD CROMME
23    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      MICHAEL DIEKMANN
24    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      HANS MICHAEL GAUL
25    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      PETER GRUSS
26    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      NICOLA LEIBINGER-KAMMULLER
27    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      HAKAN SAMUELSSON
28    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      LORD IAIN VALLANCE OF TUMMEL


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

Southern Union Co.

Ticker:       SUG            Security ID:  844030106
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 26, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George L. Lindemann       For       For        Management
1.2   Elect  Director Michal Barzuza            For       For        Management
1.3   Elect  Director David Brodsky             For       For        Management
1.4   Elect  Director Frank W. Denius           For       For        Management
1.5   Elect  Director Kurt A. Gitter, M.D.      For       For        Management
1.6   Elect  Director Herbert H. Jacobi         For       For        Management
1.7   Elect  Director Adam M. Lindemann         For       For        Management
1.8   Elect  Director Thomas N. McCarter, III   For       For        Management
1.9   Elect  Director George Rountree, III      For       For        Management
1.10  Elect  Director Allan D. Scherer          For       For        Management
2     Ratify Auditors                           For       For        Management


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

Supervalu Inc.

Ticker:       SVU            Security ID:  868536103
Meeting Date: JUN 26, 2008   Meeting Type: Annual
Record Date:  APR 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director  A. Gary Ames              For       For        Management
2     Elect Director Philip L. Francis          For       For        Management
3     Elect Director Edwin C. Gage              For       For        Management
4     Elect Director Garnett L. Keith, Jr.      For       For        Management
5     Elect Director Marissa T. Peterson        For       For        Management
6     Ratify Auditors                           For       For        Management
7     Adopt Purchasing Preference for Suppliers Against   Against    Shareholder
      Using CAK
8     Declassify the Board of Directors         Against   For        Shareholder


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

Taiwan Semiconductor Manufacturing Co.

Ticker:                      Security ID:  874039100
Meeting Date: JUN 13, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ACCEPT 2007 BUSINESS REPORT AND        For       For        Management
      FINANCIAL STATEMENTS.
2     TO APPROVE THE PROPOSAL FOR DISTRIBUTION  For       For        Management
      OF 2007 PROFITS.
3     TO APPROVE THE CAPITALIZATION OF 2007     For       For        Management
      DIVIDENDS, 2007 EMPLOYEE PROFIT SHARING,
      AND CAPITAL SURPLUS.


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

TECO Energy, Inc.

Ticker:       TE             Security ID:  872375100
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  FEB 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director DuBose Ausley              For       For        Management
1.2   Elect Director James L. Ferman, Jr.       For       For        Management
1.3   Elect Director John B. Ramil              For       For        Management
1.4   Elect Director Paul L. Whiting            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Texas Instruments Inc.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Adams             For       For        Management
2     Elect Director David L. Boren             For       For        Management
3     Elect Director Daniel A. Carp             For       For        Management
4     Elect Director Carrie S. Cox              For       For        Management
5     Elect Director David R. Goode             For       For        Management
6     Elect Director Pamela H. Patsley          For       For        Management
7     Elect Director Wayne R. Sanders           For       For        Management
8     Elect Director Ruth J. Simmons            For       For        Management
9     Elect Director Richard K. Templeton       For       For        Management
10    Elect Director Christine Todd Whitman     For       For        Management
11    Ratify Auditors                           For       For        Management
12    Require Director Nominee Qualifications   Against   Against    Shareholder


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

Time Warner Inc

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Jeffrey L. Bewkes          For       For        Management
1.3   Elect Director Stephen F. Bollenbach      For       For        Management
1.4   Elect Director Frank J. Caufield          For       For        Management
1.5   Elect Director Robert C. Clark            For       For        Management
1.6   Elect Director Mathias Dopfner            For       For        Management
1.7   Elect Director Jessica P. Einhorn         For       For        Management
1.8   Elect Director Reuben Mark                For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management
1.10  Elect Director Kenneth J. Novack          For       For        Management
1.11  Elect Director Richard D. Parsons         For       For        Management
1.12  Elect Director Deborah C. Wright          For       For        Management
2     Eliminate Supermajority Vote Requirement  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require Independent Board Chairman        Against   For        Shareholder


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

Tortoise Energy Capital Corp.

Ticker:       TYY            Security ID:  89147U100
Meeting Date: APR 21, 2008   Meeting Type: Annual
Record Date:  JAN 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Conrad S. Ciccotello       For       For        Management
2     Approve Sale of Common Shares Below Net   For       For        Management
      Asset Value
3     Ratify Auditors                           For       For        Management


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

Transocean Inc.

Ticker:       RIG            Security ID:  G90073100
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: JON A. MARSHALL     For       For        Management
2     ELECTION OF DIRECTOR: MARTIN B. MCNAMARA  For       For        Management
3     ELECTION OF DIRECTOR: ROBERT E. ROSE      For       For        Management
4     ELECTION OF DIRECTOR: IAN C. STRACHAN     For       For        Management
5     APPROVAL OF THE APPOINTMENT OF ERNST &    For       For        Management
      YOUNG LLP TO SERVE AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2008.


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

UBS AG

Ticker:                      Security ID:  H89231338
Meeting Date: FEB 27, 2008   Meeting Type: Special
Record Date:  JAN 28, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     REQUEST FOR A SPECIAL AUDIT               Against   Did Not    Shareholder
      (SONDERPRUFUNG) BY ETHOS                            Vote
2     STOCK DIVIDEND CREATION OF AUTHORIZED     For       Did Not    Management
      CAPITAL APPROVAL OF ARTICLE 4B OF THE               Vote
      ARTICLES OF ASSOCIATION
3     CAPITAL INCREASE PROPOSAL BY THE BOARD OF For       Did Not    Management
      DIRECTORS: MANDATORY CONVERTIBLE NOTES              Vote
      CREATION OF CONDITIONAL CAPITAL APPROVAL
      OF ARTICLE 4A PARA. 3 OF THE ARTICLES OF
      ASSOCIATION
4     ALTERNATIVE PROPOSAL BY PROFOND: ORDINARY Against   Did Not    Shareholder
      CAPITAL INCREASE RIGHTS OFFERING                    Vote
5     IN CASE OF AD-HOC SHAREHOLDERS  MOTIONS   For       Did Not    Management
      DURING THE EXTRAORDINARY GENERAL MEETING,           Vote
      I/WE AUTHORIZE MY/OUR PROXY TO ACT IN
      ACCORDANCE WITH THE BOARD OF DIRECTORS


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

UBS AG

Ticker:                      Security ID:  H89231338
Meeting Date: FEB 27, 2008   Meeting Type: Special
Record Date:  JAN 28, 2008

1a    Receive Information on Effects of US      None      Did Not    Management
      Sub-Prime Mortgage Crisis (Non-Voting)              Vote
1b    Authorize Special Audit to Investigate    Against   Did Not    Shareholder
      Internal Controls and Other Questions               Vote
      Related to US Sub-Prime Mortgage Crisis
2     Approve Creation of CHF 10.4 Million Pool For       Did Not    Management
      of Capital with Preemptive Rights for               Vote
      Purpose of Stock Dividend
3a    Approve Creation of CHF 27.8 Million Pool For       Did Not    Management
      of Capital without Preemptive Rights to             Vote
      Guarantee Conversion Rights for Mandatory
      Convertible Bonds
3b    Approve Creation of CHF 52 Million Pool   Against   Did Not    Shareholder
      of Capital with Preemptive Rights                   Vote


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

United Technologies Corp.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 9, 2008    Meeting Type: Annual
Record Date:  FEB 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Harold McGraw III          For       For        Management
1.9   Elect Director Richard B. Myers           For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director Andre Villeneuve           For       For        Management
1.12  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
5     Improve Human Rights Standards or         Against   Abstain    Shareholder
      Policies
6     Pay For Superior Performance              Against   For        Shareholder
7     Report on Foreign Military Sales          Against   Abstain    Shareholder


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

Vanda Pharmaceuticals Inc

Ticker:       VNDA           Security ID:  921659108
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Richard W. Dugan       For       For        Management
1.2   Elect Director Dr. Brian K. Halak         For       For        Management
2     Ratify Auditors                           For       For        Management


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

Verizon Communications

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 3, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard L. Carrion         For       For        Management
2     Elect Director M. Frances Keeth           For       For        Management
3     Elect Director Robert W. Lane             For       For        Management
4     Elect Director Sandra O. Moose            For       For        Management
5     Elect Director Joseph Neubauer            For       For        Management
6     Elect Director Donald T. Nicolaisen       For       For        Management
7     Elect Director Thomas H. O'Brien          For       For        Management
8     Elect Director Clarence Otis, Jr.         For       For        Management
9     Elect Director Hugh B. Price              For       For        Management
10    Elect Director Ivan G. Seidenberg         For       For        Management
11    Elect Director John W. Snow               For       For        Management
12    Elect Director John R. Stafford           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
15    Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Gender Identity
16    Require Independent Board Chairman        Against   Against    Shareholder


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

Waste Management, Inc.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 9, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Pastora San Juan Cafferty  For       For        Management
2     Elect Director Frank M. Clark, Jr.        For       For        Management
3     Elect Director Patrick W. Gross           For       For        Management
4     Elect Director Thomas I. Morgan           For       For        Management
5     Elect Director John C. Pope               For       For        Management
6     Elect Director W. Robert Reum             For       For        Management
7     Elect Director Steven G. Rothmeier        For       For        Management
8     Elect Director David P. Steiner           For       For        Management
9     Elect Director Thomas H. Weidemeyer       For       For        Management
10    Ratify Auditors                           For       For        Management
11    Repot on Political Contributions          Against   Abstain    Shareholder


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

Windstream Corp.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol B. Armitage          For       For        Management
1.2   Elect Director Samuel E. Beall, III       For       For        Management
1.3   Elect Director Dennis E. Foster           For       For        Management
1.4   Elect Director Francis X. Frantz          For       For        Management
1.5   Elect Director Jeffery R. Gardner         For       For        Management
1.6   Elect Director Jeffrey T. Hinson          For       For        Management
1.7   Elect Director Judy K. Jones              For       For        Management
1.8   Elect Director William A. Montgomery      For       For        Management
1.9   Elect Director Frank E. Reed              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

Wisconsin Energy Corp.

Ticker:       WEC            Security ID:  976657106
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  FEB 21, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Bergstrom         For       For        Management
1.2   Elect  Director Barbara L. Bowles         For       For        Management
1.3   Elect  Director Patricia W. Chadwick      For       For        Management
1.4   Elect  Director Robert A. Cornog          For       For        Management
1.5   Elect  Director Curt S. Culver            For       For        Management
1.6   Elect  Director Thomas J. Fischer         For       For        Management
1.7   Elect  Director Gale E. Klappa            For       For        Management
1.8   Elect  Director Ulice Payne, Jr.          For       For        Management
1.9   Elect  Director Frederick P. Stratton,    For       For        Management
      Jr.
2     Ratify Auditors                           For       For        Management


                                                    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 Capital Income Fund

By (Signature and Title)*: John V. Murphy
                                    John V. Murphy, President and Principal Executive Officer

Date:    August 15, 2008

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