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 80112-3924

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:                             08/31

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

Item 1. Proxy Voting Record


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

Accenture plc

Ticker:                      Security ID:  G1151C101
Meeting Date: FEB 4, 2010    Meeting Type: Annual
Record Date:  DEC 14, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Reelect William L. Kimsey as a Director   For       For        Management
1.2   Reelect Robert I. Lipp as a Director      For       For        Management
1.3   Reelect Wulf von Schimmelmann as a        For       For        Management
      Director
2     Approve KPMG as Auditors and Authorize    For       For        Management
      Board to Fix Their  Remuneration
3     Approve 2010 Share Incentive Plan         For       Against    Management
4     Approve 2010 Employee Share Purchase Plan For       For        Management
5     Change Location of Annual Meeting         For       For        Management
6     Authorize Open-Market Purchases of Class  For       For        Management
      A Ordinary Shares
7     Authorize Board to Determine Price Range  For       For        Management
      for the Issuance of Acquired Treasury
      Stock


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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


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Aon Corporation

Ticker:       AON            Security ID:  037389103
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lester B. Knight           For       For        Management
2     Elect Director Gregory C. Case            For       For        Management
3     Elect Director Fulvio Conti               For       For        Management
4     Elect Director Edgar D. Jannotta          For       For        Management
5     Elect Director Jan Kalff                  For       For        Management
6     Elect Director J. Michael Losh            For       For        Management
7     Elect Director R. Eden Martin             For       Against    Management
8     Elect Director Andrew J. McKenna          For       For        Management
9     Elect Director Robert S. Morrison         For       For        Management
10    Elect Director Richard B. Myers           For       For        Management
11    Elect Director Richard C. Notebaert       For       For        Management
12    Elect Director John W. Rogers, Jr.        For       For        Management
13    Elect Director Gloria Santona             For       For        Management
14    Elect Director Carolyn Y. Woo             For       For        Management
15    Ratify Auditors                           For       For        Management


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Apollo Commercial Real Estate Finance, Inc.

Ticker:       ARI            Security ID:  03762U105
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph F. Azrack           For       For        Management
1.2   Elect Director Henry R. Silverman         For       For        Management
1.3   Elect Director Eric L. Press              For       For        Management
1.4   Elect Director Marc Beilinson             For       For        Management
1.5   Elect Director Douglas D. Abbey           For       For        Management
1.6   Elect Director Michael Salvati            For       For        Management
1.7   Elect Director Alice Connell              For       For        Management
2     Ratify Auditors                           For       For        Management


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AT&T Inc.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Randall L. Stephenson      For       For        Management
2     Elect Director Gilbert F. Amelio          For       For        Management
3     Elect Director Reuben V. Anderson         For       For        Management
4     Elect Director James H. Blanchard         For       For        Management
5     Elect Director Jaime Chico Pardo          For       For        Management
6     Elect Director James P. Kelly             For       For        Management
7     Elect Director Jon C. Madonna             For       For        Management
8     Elect Director Lynn M. Martin             For       For        Management
9     Elect Director John B. McCoy              For       For        Management
10    Elect Director Joyce M. Roche             For       For        Management
11    Elect Director Laura D Andrea Tyson       For       For        Management
12    Elect Director Patricia P. Upton          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Provide for Cumulative Voting             Against   Against    Shareholder
15    Exclude Pension Credits from Calculations Against   For        Shareholder
      of Performance-Based Pay
16    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


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B&G Foods, Inc.

Ticker:       BGS            Security ID:  05508R106
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     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     Eliminate Class of Common Stock           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Ratify Auditors                           For       For        Management


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Biovail Corporation

Ticker:       BVF            Security ID:  09067J109
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Douglas J.P. Squires as Director    For       For        Management
1.2   Elect J. Spencer Lanthier as Director     For       For        Management
1.3   Elect Serge Gouin as Director             For       For        Management
1.4   Elect David H. Laidley as Director        For       For        Management
1.5   Elect Mark Parrish as Director            For       For        Management
1.6   Elect Laurence E. Paul as Director        For       For        Management
1.7   Elect Robert N. Power as Director         For       For        Management
1.8   Elect Frank Potter as Director            For       For        Management
1.9   Elect Lloyd M. Segal as Director          For       For        Management
1.10  Elect Louis R. Tull as Director           For       For        Management
1.11  Elect Michael R. Van Every as Director    For       For        Management
1.12  Elect William M. Wells as Director        For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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BP plc

Ticker:                      Security ID:  055622104
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  FEB 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     To Receive The Directors Annual Report    For       For        Management
      And Accounts
2     To Approve The Directors Remuneration     For       For        Management
      Report
3     To Elect P Anderson As A Director         For       For        Management
4     To Re-elect A Burgmans As A Director      For       For        Management
5     To Re-elect C B Carroll As A Director     For       For        Management
6     To Re-elect William Castell As A Director For       For        Management
7     To Re-elect I C Conn As A Director        For       For        Management
8     To Re-elect G David As A Director         For       For        Management
9     To Elect I E L Davis As A Director        For       For        Management
10    To Re-elect R Dudley As A Director        For       For        Management
11    To Re-elect D J Flint As A Director       For       For        Management
12    To Re-elect B E Grote As A Director       For       For        Management
13    To Re-elect A B Hayward As A Director     For       For        Management
14    To Re-elect A G Inglis As A Director      For       For        Management
15    To Re-elect D S Julius As A Director      For       For        Management
16    To Elect C-H  Svanberg As A Director      For       For        Management
17    To Reappoint Ernst & Young Llp As         For       For        Management
      Auditors And Authorize The board To Fix
      Their Remuneration
18    To Adopt New Articles Of Association      For       For        Management
19    To Give Limited Authority For The         For       For        Management
      Purchaseof Its Own Shares By The Company
20    To Give Limited Authority To Allot Shares For       For        Management
      Up To A Specified amount
21    To Give Authority To Allot A Limited      For       For        Management
      Number of Shares For Cash Free Of
      Pre-emption Rights
22    To Authorize The Calling Of General       For       For        Management
      Meetings(excluding Annual General
      Meetings) By Notice Of At Least 14 clear
      Days
23    To Approve The Renewal Of The Executive   For       For        Management
      Directors Incentive Plan
24    To Approve The Scrip Dividend Programme   For       For        Management
25    Special Resolution: To Instruct A         Against   Against    Shareholder
      Committee Of The Board To Review The
      Assumptions Behind The Sunrise Project


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Burger King Holdings, Inc.

Ticker:       BKC            Security ID:  121208201
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Chidsey            For       For        Management
1.2   Elect Director Richard W. Boyce           For       For        Management
1.3   Elect Director David A. Brandon           For       Withhold   Management
1.4   Elect Director Ronald M. Dykes            For       For        Management
1.5   Elect Director Peter R. Formanek          For       For        Management
1.6   Elect Director Manuel A. Garcia           For       Withhold   Management
1.7   Elect Director Sanjeev K. Mehra           For       For        Management
1.8   Elect Director Brian T. Swette            For       For        Management
1.9   Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management


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Cablevision Systems Corporation

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zachary W. Carter          For       For        Management
1.2   Elect Director Thomas V. Reifenheiser     For       Withhold   Management
1.3   Elect Director John R. Ryan               For       Withhold   Management
1.4   Elect Director Vincent Tese               For       Withhold   Management
1.5   Elect Director Leonard Tow                For       For        Management
2     Ratify Auditors                           For       For        Management


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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


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CenterPoint Energy, Inc.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Donald R. Campbell         For       For        Management
2     Elect Director Milton Carroll             For       For        Management
3     Elect Director Derrill Cody               For       For        Management
4     Elect Director Michael P. Johnson         For       For        Management
5     Elect Director David M. McClanahan        For       For        Management
6     Elect Director Robert T. O Connell        For       For        Management
7     Elect Director Susan O. Rheney            For       For        Management
8     Elect Director R.A. Walker                For       For        Management
9     Elect Director Peter S. Wareing           For       For        Management
10    Ratify Auditors                           For       For        Management


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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


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

Cinemark Holdings, Inc.

Ticker:       CNK            Security ID:  17243V102
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 25, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Benjamin D. Chereskin      For       For        Management
1.2   Elect Director Lee Roy Mitchell           For       For        Management
1.3   Elect Director Raymond W. Syufy           For       For        Management
2     Ratify Auditors                           For       For        Management


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Cleco Corporation

Ticker:       CNL            Security ID:  12561W105
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sherian G. Cadoria         For       For        Management
1.2   Elect Director Richard B. Crowell         For       For        Management
1.3   Elect Director Michael H. Madison         For       For        Management
1.4   Elect Director W.l. Westbrook             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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CMS Energy Corporation

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Merribel S. Ayres          For       For        Management
1.2   Elect Director Jon E. Barfield            For       For        Management
1.3   Elect Director Stephen E. Ewing           For       For        Management
1.4   Elect Director Richard M. Gabrys          For       For        Management
1.5   Elect Director David W. Joos              For       For        Management
1.6   Elect Director Philip R. Lochner, Jr      For       For        Management
1.7   Elect Director Michael T. Monahan         For       For        Management
1.8   Elect Director John G. Russell            For       For        Management
1.9   Elect Director Kenneth L. Way             For       For        Management
1.10  Elect Director John B. Yasinsky           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Quantitative GHG Goals for Products Against   For        Shareholder
      and Operations
4     Report on Coal Combustion Waste Hazard    Against   For        Shareholder
      and Risk Mitigation Efforts


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Conseco, Inc.

Ticker:       CNO            Security ID:  208464883
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director R. Glenn Hilliard          For       For        Management
2     Elect Director Donna A. James             For       For        Management
3     Elect Director R. Keith Long              For       For        Management
4     Elect Director Charles W. Murphy          For       For        Management
5     Elect Director Debra J. Perry             For       For        Management
6     Elect Director C. James Prieur            For       For        Management
7     Elect Director Neal C. Schneider          For       For        Management
8     Elect Director Michael T. Tokarz          For       For        Management
9     Elect Director John G. Turner             For       For        Management
10    Elect Director David K. Zwiener           For       For        Management
11    Change Company Name                       For       For        Management
12    Amend Securities Transfer Restrictions    For       For        Management
13    Approve Executive Incentive Bonus Plan    For       For        Management
14    Ratify Auditors                           For       For        Management


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Consolidated Communications Holdings, Inc.

Ticker:       CNSL           Security ID:  209034107
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger H. Moore             For       For        Management
1.2   Elect Director Jack W. Blumenstein        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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ENSCO plc

Ticker:       ESV            Security ID:  29358Q109
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Thomas Kelly II as Class II         For       For        Management
      Director
2     Elect Rita Rodriguez as Class II Director For       For        Management
3     Appoint KPMG LLP as US Independent        For       For        Management
      Registered Public Accounting Firm for
      2010
4     Appoint KPMG Audit plc as Auditors and    For       For        Management
      Authorise Their Remuneration
5     Re-approve the Ensco 2005 Cash Incentive  For       For        Management
      Plan


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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


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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


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FirstEnergy Corp.

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     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 Bylaws-- Call Special Meetings      Against   For        Shareholder
4     Stock Retention/Holding Period            Against   For        Shareholder
5     Provide Right to Act by Written Consent   Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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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


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Genworth Financial, Inc.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven W. Alesio           For       For        Management
2     Elect Director Michael D. Fraizer         For       For        Management
3     Elect Director Nancy J. Karch             For       For        Management
4     Elect Director J. Robert "Bob" Kerrey     For       For        Management
5     Elect Director Risa J. Lavizzo-Mourey     For       For        Management
6     Elect Director Christine B. Mead          For       For        Management
7     Elect Director Thomas E. Moloney          For       For        Management
8     Elect Director James A. Parke             For       For        Management
9     Elect Director James S. Riepe             For       For        Management
10    Amend Omnibus Stock Plan                  For       For        Management
11    Ratify Auditors                           For       For        Management


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H. J. Heinz Finance Co

Ticker:                      Security ID:  42307T306
Meeting Date: SEP 28, 2009   Meeting Type: Annual
Record Date:  AUG 25, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leonard A. Cullo, Jr.      For       Did Not    Management
                                                          Vote
1.2   Elect Director Edward J. McMenamin        For       Did Not    Management
                                                          Vote
1.3   Elect Director Arthur B. Winkleblack      For       Did Not    Management
                                                          Vote
2     Elect Director Andrew L. Stidd            For       Did Not    Management
                                                          Vote


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Intel Corporation

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charlene Barshefsky        For       For        Management
2     Elect Director Susan L. Decker            For       For        Management
3     Elect Director John J. Donahoe            For       For        Management
4     Elect Director Reed E. Hundt              For       For        Management
5     Elect Director Paul S. Otellini           For       For        Management
6     Elect Director James D. Plummer           For       For        Management
7     Elect Director David S. Pottruck          For       For        Management
8     Elect Director Jane E. Shaw               For       For        Management
9     Elect Director Frank D. Yeary             For       For        Management
10    Elect Director David B. Yoffie            For       For        Management
11    Ratify Auditors                           For       For        Management
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation


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

International Business Machines Corporation

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director A. J. P. Belda             For       For        Management
2     Elect Director C. Black                   For       For        Management
3     Elect Director W. R. Brody                For       For        Management
4     Elect Director K. I. Chenault             For       For        Management
5     Elect Director M. L. Eskew                For       For        Management
6     Elect Director S. A. Jackson              For       For        Management
7     Elect Director A. N. Liveris              For       For        Management
8     Elect Director  W. J. McNerney, Jr.       For       For        Management
9     Elect Director T. Nishimuro               For       For        Management
10    Elect Director J. W. Owens                For       For        Management
11    Elect Director S. J. Palmisano            For       For        Management
12    Elect Director J. E. Spero                For       For        Management
13    Elect Director S. Taurel                  For       For        Management
14    Elect Director L. H. Zambrano             For       For        Management
15    Ratify Auditors                           For       For        Management
16    Adopt Policy on Bonus Banking             Against   For        Shareholder
17    Provide for Cumulative Voting             Against   Against    Shareholder
18    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
19    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

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


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

Lockheed Martin Corporation

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director E. C. "Pete" Aldrige, Jr.  For       For        Management
2     Elect Director Nolan D. Archibald         For       For        Management
3     Elect Director David B. Burritt           For       For        Management
4     Elect Director James O. Ellis, Jr.        For       For        Management
5     Elect Director Gwendolyn S. King          For       For        Management
6     Elect Director James M. Loy               For       For        Management
7     Elect Director Douglas H. McCorkindale    For       For        Management
8     Elect Director Joseph W. Ralston          For       For        Management
9     Elect Director James Schneider            For       For        Management
10    Elect Director Anne Stevens               For       For        Management
11    Elect Director Robert J. Stevens          For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Space-based Weapons Program     Against   Abstain    Shareholder


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

Marathon Oil Corporation

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregory H. Boyce           For       For        Management
2     Elect Director Clarence P. Cazalot, Jr.   For       For        Management
3     Elect Director David A. Daberko           For       For        Management
4     Elect Director William L. Davis           For       For        Management
5     Elect Director Shirley Ann Jackson        For       Against    Management
6     Elect Director Philip Lader               For       For        Management
7     Elect Director Charles R. Lee             For       For        Management
8     Elect Director Michael E. J. Phelps       For       For        Management
9     Elect Director Dennis H. Reilley          For       For        Management
10    Elect Director Seth E. Schofield          For       For        Management
11    Elect Director John W. Snow               For       For        Management
12    Elect Director Thomas J. Usher            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

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


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

Merck & Co., Inc.

Ticker:       MRK            Security ID:  589331107
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition                       For       For        Management


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

MetLife, Inc.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Glenn Hubbard, Ph.D     For       For        Management
1.2   Elect Director Alfred F. Kelly, Jr.       For       For        Management
1.3   Elect Director James M. Kilts             For       For        Management
1.4   Elect Director David Satcher, M.D., Ph.D. For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder


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

MGIC Investment Corporation

Ticker:       MTG            Security ID:  552848103
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James A. Abbott            For       For        Management
2     Elect Director Thomas M. Hagerty          For       For        Management
3     Elect Director Michael E. Lehman          For       For        Management
4     Adopt, Renew or Amend NOL Rights Plan     For       For        Management
      (NOL Pill)
5     Ratify Auditors                           For       For        Management


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

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


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

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


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

Oracle Corp.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 7, 2009    Meeting Type: Annual
Record Date:  AUG 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey S. Berg            For       Withhold   Management
1.2   Elect Director H. Raymond Bingham         For       For        Management
1.3   Elect Director Michael J. Boskin          For       For        Management
1.4   Elect Director Safra A. Catz              For       For        Management
1.5   Elect Director Bruce R. Chizen            For       For        Management
1.6   Elect Director George H. Conrades         For       For        Management
1.7   Elect Director Lawrence J. Ellison        For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       Withhold   Management
1.9   Elect Director Jeffrey O. Henley          For       For        Management
1.10  Elect Director Donald L. Lucas            For       Withhold   Management
1.11  Elect Director Charles E. Phillips, Jr.   For       For        Management
1.12  Elect Director Naomi O. Seligman          For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Stock Retention/Holding Period            Against   For        Shareholder


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

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


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

Philip Morris International Inc.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Harold Brown               For       For        Management
2     Elect Director Mathis Cabiallavetta       For       For        Management
3     Elect Director Louis C. Camilleri         For       For        Management
4     Elect Director J. Dudley Fishburn         For       For        Management
5     Elect Director Jennifer Li                For       For        Management
6     Elect Director Graham Mackay              For       For        Management
7     Elect Director Sergio Marchionne          For       For        Management
8     Elect Director Lucio A. Noto              For       For        Management
9     Elect Director Carlos Slim Helu           For       For        Management
10    Elect Director Stephen M. Wolf            For       For        Management
11    Ratify Auditors                           For       For        Management
12    Report on Effect of Marketing Practices   Against   Abstain    Shareholder
      on the Poor
13    Establish Supplier Human Rights           Against   Abstain    Shareholder
      Purchasing Protocols


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

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


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

Schering-Plough Corp.

Ticker:       SGP            Security ID:  806605101
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with           For       For        Management
      Acquisition
2     Adjourn Meeting                           For       For        Management


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

Starwood Property Trust, Inc.

Ticker:       STWD           Security ID:  85571B105
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard D. Bronson         For       For        Management
1.2   Elect Director Jeffrey F. DiModica        For       For        Management
1.3   Elect Director Jeffrey D. Dishner         For       For        Management
1.4   Elect Director Camille J. Douglas         For       For        Management
1.5   Elect Director Ellis F. Rinaldi           For       For        Management
1.6   Elect Director Barry S. Sternlicht        For       For        Management
1.7   Elect Director Strauss Zelnick            For       For        Management
2     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


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

Teradyne, Inc.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 28, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James W. Bagley            For       For        Management
2     Elect Director Michael A. Bradley         For       For        Management
3     Elect Director Albert Carnesale           For       For        Management
4     Elect Director Edwin J. Gillis            For       For        Management
5     Elect Director Paul J. Tufano             For       For        Management
6     Elect Director Roy A. Vallee              For       For        Management
7     Elect Director Patricia S. Wolpert        For       For        Management
8     Ratify Auditors                           For       For        Management


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

Teva Pharmaceutical Industries Ltd.

Ticker:                      Security ID:  881624209
Meeting Date: JUN 29, 2010   Meeting Type: Annual
Record Date:  MAY 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Final Dividend of NIS 2.50 (USD   For       For        Management
      0.642) Per Share
2     Election Of Director: Mr. Abraham E.      For       For        Management
      Cohen
3     Election Of Director: Mr. Amir Elstein    For       For        Management
4     Election Of Director: Prof. Roger         For       For        Management
      Kornberg
5     Election Of Director: Prof. Moshe Many    For       For        Management
6     Election Of Director: Mr. Dan Propper     For       For        Management
7     Approve Auditors and Authorize Board to   For       For        Management
      Fix Their Remuneration
8     Approve Stock Option Plan                 For       Against    Management
9     Approve Compensation of Board Chairman    For       For        Management
10    Approve Compensation of Director          For       For        Management
11    Approve Compensation of Director          For       For        Management
12    Increase Authorized Share Capital         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 Dahlback             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


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

Time Warner Cable Inc.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carole Black               For       Against    Management
2     Elect Director Glenn A. Britt             For       For        Management
3     Elect Director Thomas H. Castro           For       Against    Management
4     Elect Director David C. Chang             For       For        Management
5     Elect Director James E. Copeland, Jr.     For       For        Management
6     Elect Director Peter R. Haje              For       Against    Management
7     Elect Director Donna A. James             For       For        Management
8     Elect Director Don Logan                  For       For        Management
9     Elect Director N.J. Nicholas, Jr.         For       Against    Management
10    Elect Director Wayne H. Pace              For       For        Management
11    Elect Director Edward D. Shirley          For       For        Management
12    Elect Director John E. Sununu             For       For        Management
13    Ratification Of Auditors                  For       For        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


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

WABCO Holdings Inc.

Ticker:       WBC            Security ID:  92927K102
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jacques Esculier           For       For        Management
1.2   Elect Director Kenneth J. Martin          For       For        Management
1.3   Elect Director Donald J. Stebbins         For       For        Management
2     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 Capital Income 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