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:               Arthur S. Gabinet,
                                                     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:                            07/01/2010-06/30/2011

Item 1. Proxy Voting Record


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

Accenture plc

Ticker:       CSA            Security ID:  G1151C101
Meeting Date: FEB 3, 2011    Meeting Type: Annual
Record Date:  DEC 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Reelect Charles H. Giancarlo as a         For       For        Management
      Director
3     Reelect Dennis F. Hightower as a Director For       For        Management
4     Reelect Blythe J. McGarvie as a Director  For       For        Management
5     Reelect Mark Moody-Stuart as a Director   For       For        Management
6     Reelect Pierre Nanterme as a Director     For       For        Management
7     Ratify Auditors                           For       For        Management
8     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
10    Authorize the Holding of the 2012 AGM at  For       For        Management
      a Location Outside Ireland
11    Authorize Open-Market Purchases of Class  For       For        Management
      A Ordinary Shares
12    Determine the Price Range at which        For       For        Management
      Accenture Plc can Re-issue Shares that it
      Acquires as Treasury Stock


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Adecoagro S.A.

Ticker:       AGRO           Security ID:  L00849106
Meeting Date: APR 20, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive and Approve Financial Statements  For       For        Management
      and Statutory Reports for FY 2010, 2009,
      and 2008 (Non-Voting)
2     Accept Consolidated Financial Statements  For       For        Management
      for FY 2010, 2009, and 2008
3     Accept Financial Statements for FY 2010   For       For        Management
4     Approve Allocation of Income for FY 2010  For       For        Management
5     Approve Discharge of Directors            For       For        Management
6     Approve Remuneration of Directors         For       Against    Management
7     Ratify PricewaterhouseCoopers as Auditors For       For        Management


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AerCap Holdings NV

Ticker:       AER            Security ID:  N00985106
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  APR 20, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Board of Directors      None      None       Management
3     Adopt Financial Statements                For       For        Management
4     Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
5     Approve Discharge of Board of Directors   For       For        Management
6a    Elect Homaid Abdulla Al Shemmari as       For       Against    Management
      Director
6b    Elect Salem Rashed Abdulla Ali Al Noaimi  For       Against    Management
      as Director
6c    Elect Aengus Kelly as Director            For       For        Management
6d    Reelect Pieter Korteweg as Director       For       Against    Management
7     Designate CFO to Represent the Management For       For        Management
      in case All Directors are Absent or
      Prevented from Acting
8     Ratify PricewaterhouseCoopers Accountants For       For        Management
      N.V. as Auditors
9a    Grant Board Authority to Issue All Shares For       Against    Management
      Comprised in the Authorized Share Capital
9b    Authorize Board to Exclude Preemptive     For       Against    Management
      Rights from Issuance under Item 9a
10    Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
11    Amend Articles Re: Increase Authorised    For       For        Management
      Share Capital
12    Allow Questions                           None      None       Management
13    Close Meeting                             None      None       Management


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Allegheny Technologies Incorporated

Ticker:       ATI            Security ID:  01741R102
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 7, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Diggs             For       For        Management
1.2   Elect Director J. Brett Harvey            For       For        Management
1.3   Elect Director Michael J. Joyce           For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management


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Aon Corporation

Ticker:       AON            Security ID:  037389103
Meeting Date: SEP 20, 2010   Meeting Type: Special
Record Date:  AUG 16, 2010

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


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Apache Corporation

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 7, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director G. Steven Farris           For       For        Management
2     Elect Director Randolph M. Ferlic         For       For        Management
3     Elect Director A.D. Frazier, Jr.          For       For        Management
4     Elect Director John A. Kocur              For       For        Management
5     Ratify Auditors                           For       For        Management
6     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
8     Increase Authorized Common Stock          For       For        Management
9     Increase Authorized Preferred Stock       For       For        Management
10    Approve Omnibus Stock Plan                For       For        Management


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Apollo Commercial Real Estate Finance, Inc.

Ticker:       ARI            Security ID:  03762U105
Meeting Date: MAY 4, 2011    Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas D. Abbey           For       For        Management
1.2   Elect Director Joseph F. Azrack           For       For        Management
1.3   Elect Director Mark C. Biderman           For       For        Management
1.4   Elect Director Alice Connell              For       For        Management
1.5   Elect Director Eric L. Press              For       For        Management
1.6   Elect Director Michael E. Salvati         For       For        Management
1.7   Elect Director Henry R. Silverman         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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Apple Inc.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2011   Meeting Type: Annual
Record Date:  DEC 27, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William V. Campbell        For       For        Management
1.2   Elect Director Millard S. Drexler         For       For        Management
1.3   Elect Director Albert A. Gore, Jr.        For       For        Management
1.4   Elect Director Steven P. Jobs             For       For        Management
1.5   Elect Director Andrea Jung                For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ronald D. Sugar            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
5     Adopt Policy on Succession Planning       Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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AT&T Inc.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 1, 2011

#     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 Matthew K. Rose            For       For        Management
12    Elect Director Laura D Andrea Tyson       For       For        Management
13    Ratify Auditors                           For       For        Management
14    Approve Omnibus Stock Plan                For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency     Three     One Year   Management
17    Report on Political Contributions         Against   For        Shareholder
18    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
19    Provide Right to Act by Written Consent   Against   For        Shareholder


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B&G Foods, Inc.

Ticker:       BGS            Security ID:  05508R106
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert C. Cantwell         For       For        Management
1.2   Elect Director Cynthia T. Jamison         For       For        Management
1.3   Elect Director Charles F. Marcy           For       For        Management
1.4   Elect Director Dennis M. Mullen           For       For        Management
1.5   Elect Director Cheryl M. Palmer           For       For        Management
1.6   Elect Director Alfred Poe                 For       For        Management
1.7   Elect Director Stephen C. Sherrill        For       For        Management
1.8   Elect Director David L. Wenner            For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management


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Brinker International, Inc.

Ticker:       EAT            Security ID:  109641100
Meeting Date: NOV 10, 2010   Meeting Type: Annual
Record Date:  SEP 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas H. Brooks          For       For        Management
1.2   Elect Director Joseph M. Depinto          For       For        Management
1.3   Elect Director Harriet Edelman            For       For        Management
1.4   Elect Director Marvin J. Girouard         For       For        Management
1.5   Elect Director John W. Mims               For       For        Management
1.6   Elect Director George R. Mrkonic          For       For        Management
1.7   Elect Director Erle Nye                   For       For        Management
1.8   Elect Director Rosendo G. Parra           For       For        Management
1.9   Elect Director Cece Smith                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Profit Sharing Plan               For       For        Management


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Celanese Corporation

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 23, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Martin G. McGuinn          For       For        Management
2     Elect Director Daniel S. Sanders          For       For        Management
3     Elect Director John K. Wulff              For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
6     Ratify Auditors                           For       For        Management


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CenterPoint Energy, Inc.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     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 O. Holcombe Crosswell      For       For        Management
4     Elect Director Michael P. Johnson         For       For        Management
5     Elect Director Janiece M. Longoria        For       For        Management
6     Elect Director David M. McClanahan        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    Elect Director Sherman M. Wolff           For       For        Management
11    Ratify The Appointment Of Deloitte &      For       For        Management
      Touche Llp As Independentauditors For
      2011.
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
14    Amend Executive Incentive Bonus Plan      For       For        Management
15    Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan


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Chevron Corporation

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 1, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director L.F. Deily                 For       For        Management
2     Elect Director R.E. Denham                For       For        Management
3     Elect Director R.J. Eaton                 For       For        Management
4     Elect Director C. Hagel                   For       For        Management
5     Elect Director E. Hernandez               For       For        Management
6     Elect Director G.L. Kirkland              For       For        Management
7     Elect Director D.B. Rice                  For       For        Management
8     Elect Director K.W. Sharer                For       For        Management
9     Elect Director C.R. Shoemate              For       For        Management
10    Elect Director J.G. Stumpf                For       For        Management
11    Elect Director R.D. Sugar                 For       For        Management
12    Elect Director C. Ware                    For       For        Management
13    Elect Director J.S. Watson                For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
17    Request Director Nominee with             Against   For        Shareholder
      Environmental Qualifications
18    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights
19    Include Sustainability as a Performance   Against   Abstain    Shareholder
      Measure for Senior Executive Compensation
20    Adopt Guidelines for Country Selection    Against   For        Shareholder
21    Report on Financial Risks of Climate      Against   Abstain    Shareholder
      Change
22    Report on Environmental Impacts of        Against   For        Shareholder
      Natural Gas Fracturing
23    Report on Offshore Oil Wells and Spill    Against   Abstain    Shareholder
      Mitigation Measures


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Church & Dwight Co., Inc.

Ticker:       CHD            Security ID:  171340102
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 7, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jose B. Alvarez            For       For        Management
1.2   Elect Director James R. Craigie           For       For        Management
1.3   Elect Director Rosina B. Dixon            For       For        Management
1.4   Elect Director Robert D. LeBlanc          For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


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Cinemark Holdings, Inc.

Ticker:       CNK            Security ID:  17243V102
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven P. Rosenberg        For       For        Management
1.2   Elect Director Enrique F. Senior          For       For        Management
1.3   Elect Director Donald G. Soderquist       For       For        Management
1.4   Elect Director Roger T. Staubach          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Cleco Corporation

Ticker:       CNL            Security ID:  12561W105
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 1, 2011

#     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 Peter M. Scott III         For       For        Management
1.4   Elect Director William H.walker, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Eliminate Cumulative Voting and           For       For        Management
      Declassify the Board
6     Eliminate Cumulative Voting               For       For        Management


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CMS Energy Corporation

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     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     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
4     Ratify Auditors                           For       For        Management
5     Report on Financial Risks of Coal         Against   Abstain    Shareholder
      Reliance


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Comcast Corporation

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 8, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Decker Anstrom          For       For        Management
1.2   Elect Director Kenneth J. Bacon           For       For        Management
1.3   Elect Director Sheldon M. Bonovitz        For       For        Management
1.4   Elect Director Edward D. Breen            For       For        Management
1.5   Elect Director Joseph J. Collins          For       For        Management
1.6   Elect Director J. Michael Cook            For       For        Management
1.7   Elect Director Gerald L. Hassell          For       For        Management
1.8   Elect Director Jeffrey A. Honickman       For       For        Management
1.9   Elect Director Eduardo G. Mestre          For       For        Management
1.10  Elect Director Brian L. Roberts           For       For        Management
1.11  Elect Director Ralph J. Roberts           For       For        Management
1.12  Elect Director Judith Rodin               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Amend Restricted Stock Plan               For       For        Management
5     Amend Stock Option Plan                   For       For        Management
6     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
8     Provide for Cumulative Voting             Against   Against    Shareholder
9     Require Independent Board Chairman        Against   For        Shareholder


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Comerica Incorporated

Ticker:       CMA            Security ID:  200340107
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 25, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roger A. Cregg             For       For        Management
2     Elect Director  T. Kevin DeNicola         For       For        Management
3     Elect Director Alfred A. Piergallini      For       For        Management
4     Elect Director Nina G. Vaca               For       For        Management
5     Ratify Auditors                           For       For        Management
6     Approve Executive Incentive Bonus Plan    For       For        Management
7     Reduce Supermajority Vote Requirement     For       For        Management
8     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Cooper Industries plc

Ticker:       CBE            Security ID:  G24140108
Meeting Date: MAY 2, 2011    Meeting Type: Annual
Record Date:  MAR 4, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Linda A. Hill as Director           For       For        Management
2     Elect James J. Postl as Director          For       For        Management
3     Elect Mark S. Thompson as Director        For       For        Management
4     Accept Financial Statements and Statutory For       For        Management
      Reports
5     Approve Ernst & Young as Auditors and     For       For        Management
      Authorize the Audit Committee to Fix
      Their Remuneration
6     Approve Omnibus Stock Plan                For       For        Management
7     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
9     Authorize Share Repurchase by any         For       For        Management
      Subsidiary of the Company
10    Authorize the Reissue Price Range of      For       For        Management
      Treasury Shares


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Entergy Corporation

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 6, 2011    Meeting Type: Annual
Record Date:  MAR 8, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Maureen Scannell Bateman   For       For        Management
2     Elect Director Gary W. Edwards            For       For        Management
3     Elect Director Alexis M. Herman           For       For        Management
4     Elect Director Donald C. Hintz            For       For        Management
5     Elect Director J. Wayne Leonard           For       For        Management
6     Elect Director Stuart L. Levenick         For       For        Management
7     Elect Director Blanche L. Lincoln         For       For        Management
8     Elect Director Stewart C. Myers           For       For        Management
9     Elect Director William A. Percy, II       For       For        Management
10    Elect Director W.J. Tauzin                For       For        Management
11    Elect Director Steven V. Wilkinson        For       For        Management
12    Ratify Auditors                           For       For        Management
13    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
15    Approve Omnibus Stock Plan                For       For        Management


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Everest Re Group, Ltd.

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Galtney, Jr.    For       For        Management
1.2   Elect Director John P. Phelan             For       For        Management
1.3   Elect Director Roger M. Singer            For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Declassify the Board of Directors         For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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Exxon Mobil Corporation

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 6, 2011

#     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.S. 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     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
5     Require Independent Board Chairman        Against   For        Shareholder
6     Report on Political Contributions         Against   For        Shareholder
7     Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Adopt Policy on Human Right to Water      Against   Abstain    Shareholder
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   Abstain    Shareholder
12    Adopt Quantitative GHG Goals for Products Against   For        Shareholder
      and Operations


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FirstEnergy Corp.

Ticker:       FE             Security ID:  337932107
Meeting Date: SEP 14, 2010   Meeting Type: Special
Record Date:  JUL 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with           For       For        Management
      Acquisition
2     Increase Authorized Common Stock          For       For        Management
3     Adjourn Meeting                           For       For        Management


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General Cable Corporation

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory B. Kenny           For       For        Management
1.2   Elect Director Charles G. McClure, Jr.    For       For        Management
1.3   Elect Director Patrick M. Prevost         For       For        Management
1.4   Elect Director Robert L. Smialek          For       For        Management
1.5   Elect Director John E. Welsh, III         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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General Growth Properties, Inc.

Ticker:       GGP            Security ID:  370023103
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard B. Clark           For       For        Management
1.2   Elect Director Mary Lou Fiala             For       For        Management
1.3   Elect Director Bruce J. Flatt             For       For        Management
1.4   Elect Director John K. Haley              For       For        Management
1.5   Elect Director Cyrus Madon                For       For        Management
1.6   Elect Director Sandeep Mathrani           For       For        Management
1.7   Elect Director David J. Neithercut        For       For        Management
1.8   Elect Director Sheli Z. Rosenberg         For       For        Management
1.9   Elect Director John G. Schreiber          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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

Gilead Sciences, Inc.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Cogan              For       For        Management
1.2   Elect Director Etienne F. Davignon        For       For        Management
1.3   Elect Director James M. Denny             For       For        Management
1.4   Elect Director Carla A. Hills             For       For        Management
1.5   Elect Director Kevin E. Lofton            For       For        Management
1.6   Elect Director John W. Madigan            For       For        Management
1.7   Elect Director John C. Martin             For       For        Management
1.8   Elect Director Gordon E. Moore            For       For        Management
1.9   Elect Director Nicholas G. Moore          For       For        Management
1.10  Elect Director Richard J. Whitley         For       For        Management
1.11  Elect Director Gayle E. Wilson            For       For        Management
1.12  Elect Director Per Wold-Olsen             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Provide Right to Call Special Meeting     For       For        Management
6     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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

H. J. Heinz Finance Co

Ticker:                      Security ID:  42307T306
Meeting Date: SEP 17, 2010   Meeting Type: Annual
Record Date:  AUG 12, 2010

#     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 Independent Director Andrew L.      For       Did Not    Management
      Stidd                                               Vote


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

Halliburton Company

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     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 Nance K. Dicciani          For       For        Management
5     Elect Director S. Malcolm Gillis          For       For        Management
6     Elect Director Abdallah S. Jum'ah         For       For        Management
7     Elect Director David J. Lesar             For       For        Management
8     Elect Director Robert A. Malone           For       For        Management
9     Elect Director J Landis Martin            For       For        Management
10    Elect Director Debra L. Reed              For       For        Management
11    Ratify Auditors                           For       For        Management
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
14    Review and Assess Human Rights Policies   Against   For        Shareholder
15    Report on Political Contributions         Against   For        Shareholder


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

Ingersoll-Rand plc

Ticker:       IR             Security ID:  G47791101
Meeting Date: JUN 2, 2011    Meeting Type: Annual
Record Date:  APR 6, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ann C. Berzin              For       For        Management
2     Elect Director John Bruton                For       For        Management
3     Elect Director Jared L. Cohon             For       For        Management
4     Elect Director Gary D. Forsee             For       For        Management
5     Elect Director Peter C. Godsoe            For       For        Management
6     Elect Director Edward E. Hagenlocker      For       For        Management
7     Elect Director Constance J. Horner        For       For        Management
8     Elect Director Michael W. Lamach          For       For        Management
9     Elect Director Theodore E. Martin         For       For        Management
10    Elect Director Richard J. Swift           For       For        Management
11    Elect Director Tony L. White              For       For        Management
12    Approve Executive Incentive Scheme        For       For        Management
13    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
15    Authorize Market Purchase                 For       For        Management
16    Ratify Auditors                           For       For        Management


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

Intel Corporation

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     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    Amend Omnibus Stock Plan                  For       For        Management
13    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
14    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency     None      One Year   Management


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

International Business Machines Corporation

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 25, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director A. J. P. Belda             For       For        Management
2     Elect Director W. R. Brody                For       For        Management
3     Elect Director K. I. Chenault             For       For        Management
4     Elect Director M. L. Eskew                For       For        Management
5     Elect Director S. A. Jackson              For       For        Management
6     Elect Director A. N. Liveris              For       For        Management
7     Elect Director W. J. McNerney, Jr.        For       For        Management
8     Elect Director J. W. Owens                For       For        Management
9     Elect Director S. J. Palmisano            For       For        Management
10    Elect Director J. E. Spero                For       For        Management
11    Elect Director S. Taurel                  For       For        Management
12    Elect Director L. H. Zambrano             For       For        Management
13    Ratify Auditors                           For       For        Management
14    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency     Three     One Year   Management
16    Provide for Cumulative Voting             Against   Against    Shareholder
17    Report on Political Contributions         Against   For        Shareholder
18    Report on Lobbying Expenses               Against   For        Shareholder


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

JPMorgan Chase & Co.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Crandall C. Bowles         For       For        Management
2     Elect Director Stephen B. Burke           For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director James S. Crown             For       For        Management
5     Elect Director James Dimon                For       For        Management
6     Elect Director Ellen V. Futter            For       For        Management
7     Elect Director William H. Gray, III       For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director David C. Novak             For       For        Management
10    Elect Director Lee R. Raymond             For       For        Management
11    Elect Director William C. Weldon          For       For        Management
12    Ratify Auditors                           For       For        Management
13    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
15    Amend Omnibus Stock Plan                  For       For        Management
16    Affirm Political Non-Partisanship         Against   Against    Shareholder
17    Provide Right to Act by Written Consent   Against   For        Shareholder
18    Report on Loan Modifications              Against   Against    Shareholder
19    Report on Political Contributions         Against   For        Shareholder
20    Institute Procedures to Prevent           Against   Against    Shareholder
      Investments in Companies that Contribute
      to Genocide or Crimes Against Humanity
21    Require Independent Board Chairman        Against   Against    Shareholder


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

Lear Corporation

Ticker:       LEA            Security ID:  521865204
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Thomas P. Capo             For       For        Management
2     Elect Director Curtis J. Clawson          For       For        Management
3     Elect Director Jonathon F. Foster         For       For        Management
4     Elect Director Conrad L. Mallett, Jr.     For       For        Management
5     Elect Director Robert E. Rossiter         For       For        Management
6     Elect Director Donald L. Runkle           For       For        Management
7     Elect Director Gregory C. Smith           For       For        Management
8     Elect Director Henry D.G. Wallace         For       For        Management
9     Ratify Auditors                           For       For        Management
10    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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

LyondellBasell Industries NV

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  APR 7, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Discussion on Company's Corporate         None      None       Management
      Governance Structure
3a    Elect J.S. Bindra as Class I Directors to For       For        Management
      the Supervisory Board
3b    Reelect M. Carroll as Class I Directors   For       For        Management
      to the Supervisory Board
3c    Reelect R. van der Meer as Class I        For       For        Management
      Directors to the Supervisory Board
4     Elect R. Buchanan as Class II Director to For       For        Management
      the Supervisory Board
5     Elect J. Aigrain as Class III Director to For       For        Management
      the Supervisory Board
6     Adopt Financial Statements and Statutory  For       For        Management
      Reports
7     Approve Discharge of Management Board     For       For        Management
8     Approve Discharge of Supervisory Board    For       For        Management
9     Ratify PricewaterhouseCoopers as Auditors For       For        Management
10    Approve Remuneration of Supervisory Board For       Against    Management
11    Amend Articles Re: Removal of References  For       For        Management
      to Class B Shares and Conversion into A
      Shares, Deletion of Provisions regarding
      Listing on New York Stock Exchange, and
      Legislative Changes in Dutch Law
12    Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
13    Approve Dividends of USD 0.10 Per Share   For       For        Management
14    Advisory Vote to Approve Remuneration     For       Against    Management
      Report Containing Remuneration Policy for
      Management Board Members
15    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
16    Elect G. Gwin as Class II Director to the For       For        Management
      Supervisory Board
17    Close Meeting                             None      None       Management


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

Mattel, Inc.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 13, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael J. Dolan           For       For        Management
2     Elect Director Robert A. Eckert           For       For        Management
3     Elect Director Frances D. Fergusson       For       For        Management
4     Elect Director Tully M. Friedman          For       For        Management
5     Elect Director Dominic Ng                 For       For        Management
6     Elect Director Vasant M. Prabhu           For       For        Management
7     Elect Director Andrea L. Rich             For       For        Management
8     Elect Director Dean A. Scarborough        For       For        Management
9     Elect Director Christopher A. Sinclair    For       For        Management
10    Elect Director G. Craig Sullivan          For       For        Management
11    Elect Director Kathy Brittain White       For       For        Management
12    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
14    Provide Right to Call Special Meeting     For       Against    Management
15    Ratify Auditors                           For       For        Management


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

Merck & Co., Inc.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     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 Kenneth C. Frazier         For       For        Management
5     Elect Director Thomas H. Glocer           For       For        Management
6     Elect Director Steven F. Goldstone        For       For        Management
7     Elect Director William B. Harrison. Jr.   For       For        Management
8     Elect Director Harry R. Jacobson          For       For        Management
9     Elect Director William N. Kelley          For       For        Management
10    Elect Director C. Robert Kidder           For       For        Management
11    Elect Director Rochelle B. Lazarus        For       For        Management
12    Elect Director Carlos E. Represas         For       For        Management
13    Elect Director Patricia F. Russo          For       For        Management
14    Elect Director Thomas E. Shenk            For       For        Management
15    Elect Director Anne M. Tatlock            For       For        Management
16    Elect Director Craig B. Thompson          For       For        Management
17    Elect Director Wendell P. Weeks           For       For        Management
18    Elect Director Peter C. Wendell           For       For        Management
19    Ratify Auditors                           For       For        Management
20    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
21    Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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

MetLife, Inc.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 1, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven A. Kandarian        For       For        Management
1.2   Elect Director Sylvia Mathews Burwell     For       For        Management
1.3   Elect Director Eduardo Castro-Wright      For       For        Management
1.4   Elect Director Cheryl W. Grise            For       For        Management
1.5   Elect Director Lulu C. Wang               For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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

Microsoft Corporation

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 16, 2010   Meeting Type: Annual
Record Date:  SEP 3, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven A. Ballmer          For       For        Management
2     Elect Director Dina Dublon                For       For        Management
3     Elect Director William H. Gates III       For       For        Management
4     Elect Director Raymond V. Gilmartin       For       For        Management
5     Elect Director Reed Hastings              For       For        Management
6     Elect Director Maria M. 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    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Environmental Sustainability


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

Mylan Inc.

Ticker:       MYL            Security ID:  628530107
Meeting Date: MAY 6, 2011    Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Coury            For       For        Management
1.2   Elect Director Rodney L. Piatt            For       For        Management
1.3   Elect Director Heather Bresch             For       For        Management
1.4   Elect Director Wendy Cameron              For       For        Management
1.5   Elect Director Robert J. Cindrich         For       For        Management
1.6   Elect Director Neil Dimick                For       For        Management
1.7   Elect Director Douglas J. Leech           For       For        Management
1.8   Elect Director Joseph C. Maroon           For       For        Management
1.9   Elect Director Mark W. Parrish            For       For        Management
1.10  Elect Director C.B. Todd                  For       For        Management
1.11  Elect Director Randall L. Vanderveen      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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

Oracle Corporation

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 6, 2010    Meeting Type: Annual
Record Date:  AUG 9, 2010

#     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 Mark V. Hurd               For       For        Management
1.11  Elect Director Donald L. Lucas            For       For        Management
1.12  Elect Director Naomi O. Seligman          For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management
5     Establish Board Committee on              Against   Against    Shareholder
      Sustainability
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
7     Stock Retention/Holding Period            Against   For        Shareholder


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

Pfizer Inc.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 1, 2011

#     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 W. Don Cornwell            For       For        Management
5     Elect Director Frances D. Fergusson       For       For        Management
6     Elect Director William H. Gray III        For       For        Management
7     Elect Director Constance J. Horner        For       For        Management
8     Elect Director James M. Kilts             For       For        Management
9     Elect Director George A. Lorch            For       For        Management
10    Elect Director John P. Mascotte           For       For        Management
11    Elect Director Suzanne Nora Johnson       For       For        Management
12    Elect Director Ian C. Read                For       For        Management
13    Elect Director Stephen W. Sanger          For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency     Two Years One Year   Management
17    Publish Political Contributions           Against   Against    Shareholder
18    Report on Public Policy Advocacy Process  Against   Against    Shareholder
19    Adopt Policy to Restrain Pharmaceutical   Against   Against    Shareholder
      Price Increases
20    Provide Right to Act by Written Consent   Against   For        Shareholder
21    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
22    Report on Animal Testing and Plans for    Against   Against    Shareholder
      Reduction


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

Philip Morris International Inc.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     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       Against    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    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
14    Report on Effect of Marketing Practices   Against   Abstain    Shareholder
      on the Poor
15    Require Independent Board Chairman        Against   Against    Shareholder


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

Public Storage

Ticker:       PSA            Security ID:  74460D109
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 10, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee B. Wayne Hughes             For       For        Management
1.2   Elect Trustee  Ronald L. Havner, Jr.      For       For        Management
1.3   Elect Trustee Tamara Hughes Gustavson     For       For        Management
1.4   Elect Trustee  Uri P. Harkham             For       For        Management
1.5   Elect Trustee B. Wayne Hughes, Jr.        For       For        Management
1.6   Elect Trustee  Avedick B. Poladian        For       For        Management
1.7   Elect Trustee  Gary E. Pruitt             For       For        Management
1.8   Elect Trustee Ronald P. Spogli            For       For        Management
1.9   Elect Trustee  Daniel C. Staton           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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

QUALCOMM Incorporated

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 8, 2011    Meeting Type: Annual
Record Date:  JAN 10, 2011

#     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 Francisco Ros              For       For        Management
1.12  Elect Director Brent Scowcroft            For       For        Management
1.13  Elect Director Marc I. Stern              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

Republic Services, Inc.

Ticker:       RSG            Security ID:  760759100
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James W. Crownover         For       For        Management
2     Elect Director John W. Croghan            For       For        Management
3     Elect Director William J. Flynn           For       For        Management
4     Elect Director Michael Larson             For       For        Management
5     Elect Director Nolan Lehmann              For       For        Management
6     Elect Director W. Lee Nutter              For       For        Management
7     Elect Director Ramon A. Rodriguez         For       For        Management
8     Elect Director Donald W. Slager           For       For        Management
9     Elect Director Allan C. Sorensen          For       For        Management
10    Elect Director John M. Trani              For       For        Management
11    Elect Director Michael W. Wickham         For       For        Management
12    Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency     Three     One Year   Management
14    Amend Omnibus Stock Plan                  For       For        Management
15    Ratify Auditors                           For       For        Management
16    Adopt a Policy in which the Company will  Against   For        Shareholder
      not Make or Promise to Make Any Death
      Benefit Payments to Senior Executives


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

Rock-Tenn Company

Ticker:       RKT            Security ID:  772739207
Meeting Date: MAY 27, 2011   Meeting Type: Special
Record Date:  APR 8, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management


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

Royal Dutch Shell plc

Ticker:       RDSB           Security ID:  G7690A118
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAY 13, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Linda Stuntz as Director            For       For        Management
4     Re-elect Josef Ackermann as Director      For       For        Management
5     Re-elect Malcolm Brinded as Director      For       For        Management
6     Elect Guy Elliott as Director             For       For        Management
7     Re-elect Simon Henry as Director          For       For        Management
8     Re-elect Charles Holliday as Director     For       For        Management
9     Re-elect Lord Kerr of Kinlochard as       For       For        Management
      Director
10    Elect Gerard Kleisterlee as Director      For       For        Management
11    Re-elect Christine Morin-Postel as        For       For        Management
      Director
12    Re-elect Jorma Ollila as Director         For       For        Management
13    Re-elect Jeroen van der Veer as Director  For       For        Management
14    Re-elect Peter Voser as Director          For       For        Management
15    Re-elect Hans Wijers as Director          For       For        Management
16    Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
17    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
18    Authorise Issue of Equity with            For       For        Management
      Pre-emptive Rights
19    Authorise Issue of Equity without         For       For        Management
      Pre-emptive Rights
20    Authorise Market Purchase                 For       For        Management
21    Authorise EU Political Donations and      For       For        Management
      Expenditure


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

Royal Dutch Shell plc

Ticker:       RDSB           Security ID:  780259206
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  APR 4, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect Linda Stuntz as Director            For       For        Management
4     Re-elect Josef Ackermann as Director      For       For        Management
5     Re-elect Malcolm Brinded as Director      For       For        Management
6     Elect Guy Elliott as Director             For       For        Management
7     Re-elect Simon Henry as Director          For       For        Management
8     Re-elect Charles Holliday as Director     For       For        Management
9     Re-elect Lord Kerr of Kinlochard as       For       For        Management
      Director
10    Elect Gerard Kleisterlee as Director      For       For        Management
11    Re-elect Christine Morin-Postel as        For       For        Management
      Director
12    Re-elect Jorma Ollila as Director         For       For        Management
13    Re-elect Jeroen van der Veer as Director  For       For        Management
14    Re-elect Peter Voser as Director          For       For        Management
15    Re-elect Hans Wijers as Director          For       For        Management
16    Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
17    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
18    Authorise Issue of Equity with            For       For        Management
      Pre-emptive Rights
19    Authorise Issue of Equity without         For       For        Management
      Pre-emptive Rights
20    Authorise Market Purchase                 For       For        Management
21    Authorise EU Political Donations and      For       For        Management
      Expenditure


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

Sao Martinho S.A.

Ticker:                      Security ID:  P8493J108
Meeting Date: MAY 30, 2011   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Agreement to Absorb Omtek         For       For        Management
      Industria e Comercio Ltda
2     Appoint Independent Firm to Appraise      For       For        Management
      Proposed Merger
3     Approve Independent Firm's Assessment     For       For        Management
      Report
4     Approve Absorption of Omtek Industria e   For       For        Management
      Comercio Ltda By Company
5     Amend Article 3 of Bylaws                 For       For        Management


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

Schlumberger Limited

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 6, 2011    Meeting Type: Annual
Record Date:  FEB 16, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philippe Camus             For       For        Management
1.2   Elect Director Peter L.S. Currie          For       For        Management
1.3   Elect Director Andrew Gould               For       For        Management
1.4   Elect Director Tony Isaac                 For       For        Management
1.5   Elect Director K. Vaman Kamath            For       For        Management
1.6   Elect Director Nikolay Kudryavtsev        For       For        Management
1.7   Elect Director Adrian Lajous              For       For        Management
1.8   Elect Director Michael E. Marks           For       For        Management
1.9   Elect Director Elizabeth Moler            For       For        Management
1.10  Elect Director Leo Rafael Reif            For       For        Management
1.11  Elect Director Tore I. Sandvold           For       For        Management
1.12  Elect Director Henri Seydoux              For       For        Management
1.13  Elect Director Paal Kibsgaard             For       For        Management
1.14  Elect Director Lubna S. Olayan            For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Two Years One Year   Management
4     Increase Authorized Common Stock          For       For        Management
5     Adopt Plurality Voting for Contested      For       For        Management
      Election of Directors
6     Adopt and Approve Financials and          For       For        Management
      Dividends
7     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors


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

Slc Agricola S.A

Ticker:       SLCE3          Security ID:  P8711D107
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2010
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Approve Remuneration of Executive         For       For        Management
      Officers, Non-Executive Directors
4     Elect Directors                           For       For        Management


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

Starwood Property Trust, Inc.

Ticker:       STWD           Security ID:  85571B105
Meeting Date: MAY 5, 2011    Meeting Type: Annual
Record Date:  MAR 18, 2011

#     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 Boyd W. Fellows            For       For        Management
1.6   Elect Director Barry S. Sternlicht        For       For        Management
1.7   Elect Director Strauss Zelnick            For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency     Three     One Year   Management
4     Ratify Auditors                           For       For        Management


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

State Street Corporation

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director K. Burnes                  For       For        Management
2     Elect Director P. Coym                    For       For        Management
3     Elect Director P. De Saint-Aignan         For       For        Management
4     Elect Director A. Fawcett                 For       For        Management
5     Elect Director D. Gruber                  For       For        Management
6     Elect Director L. Hill                    For       For        Management
7     Elect Director J. Hooley                  For       For        Management
8     Elect Director R. Kaplan                  For       For        Management
9     Elect Director C. LaMantia                For       For        Management
10    Elect Director R. Sergel                  For       For        Management
11    Elect Director R. Skates                  For       For        Management
12    Elect Director G. Summe                   For       For        Management
13    Elect Director R. Weissman                For       For        Management
14    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
16    Approve Executive Incentive Bonus Plan    For       For        Management
17    Ratify Auditors                           For       For        Management
18    Report on Political Contributions         Against   For        Shareholder


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

Target Corporation

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 8, 2011    Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roxanne S. Austin          For       For        Management
2     Elect Director Calvin Darden              For       For        Management
3     Elect Director Mary N. Dillon             For       For        Management
4     Elect Director James A. Johnson           For       For        Management
5     Elect Director Mary E. Minnick            For       For        Management
6     Elect Director Anne M. Mulcahy            For       For        Management
7     Elect Director Derica W. Rice             For       For        Management
8     Elect Director Stephen W. Sanger          For       For        Management
9     Elect Director Gregg W. Steinhafel        For       For        Management
10    Elect Director John G. Stumpf             For       For        Management
11    Elect Director Solomon D. Trujillo        For       For        Management
12    Ratify Auditors                           For       For        Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
16    Adopt Compensation Benchmarking Policy    Against   For        Shareholder
17    Report on Electronics Recycling and       Against   For        Shareholder
      Preventing E-Waste Export


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

The Coca-Cola Company

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     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 Howard G. Buffett          For       For        Management
4     Elect Director Barry Diller               For       For        Management
5     Elect Director Evan G. Greenberg          For       For        Management
6     Elect Director Alexis M. Herman           For       For        Management
7     Elect Director Muhtar Kent                For       For        Management
8     Elect Director Donald R. Keough           For       For        Management
9     Elect Director Maria Elena Lagomasino     For       For        Management
10    Elect Director Donald F. McHenry          For       For        Management
11    Elect Director Sam Nunn                   For       For        Management
12    Elect Director James D. Robinson III      For       For        Management
13    Elect Director Peter V. Ueberroth         For       For        Management
14    Elect Director Jacob Wallenberg           For       Against    Management
15    Elect Director James B. Williams          For       For        Management
16    Ratify Auditors                           For       For        Management
17    Amend Executive Incentive Bonus Plan      For       For        Management
18    Amend Restricted Stock Plan               For       For        Management
19    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
20    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
21    Publish Report on Chemical Bisphenol-A    Against   For        Shareholder
      (BPA)


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

The PNC Financial Services Group, Inc.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 11, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard O. Berndt          For       For        Management
2     Elect Director Charles E. Bunch           For       For        Management
3     Elect Director Paul W. Chellgren          For       For        Management
4     Elect Director Kay Coles James            For       For        Management
5     Elect Director Richard B. Kelson          For       Against    Management
6     Elect Director Bruce C. Lindsay           For       For        Management
7     Elect Director Anthony A. Massaro         For       For        Management
8     Elect Director Jane G. Pepper             For       For        Management
9     Elect Director James E. Rohr              For       For        Management
10    Elect Director Donald J. Shepard          For       For        Management
11    Elect Director Lorene K. Steffes          For       For        Management
12    Elect Director Dennis F. Strigl           For       For        Management
13    Elect Director Thomas J. Usher            For       For        Management
14    Elect Director George H. Walls, Jr.       For       For        Management
15    Elect Director Helge H. Wehmeier          For       For        Management
16    Ratify Auditors                           For       For        Management
17    Amend Omnibus Stock Plan                  For       For        Management
18    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
19    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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

The Talbots, Inc.

Ticker:       TLB            Security ID:  874161102
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marjorie L. Bowen          For       For        Management
1.2   Elect Director John W. Gleeson            For       For        Management
1.3   Elect Director Andrew H. Madsen           For       For        Management
1.4   Elect Director Gary M. Pfeiffer           For       For        Management
1.5   Elect Director Trudy F. Sullivan          For       For        Management
1.6   Elect Director Susan M. Swain             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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

Time Warner Cable Inc.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carole Black               For       For        Management
2     Elect Director Glenn A. Britt             For       For        Management
3     Elect Director Thomas H. Castro           For       For        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       For        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       For        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    Ratify Auditors                           For       For        Management
14    Approve Omnibus Stock Plan                For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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

Tyco International, Ltd.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 9, 2011    Meeting Type: Annual
Record Date:  JAN 10, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal 2009/2010
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3.1   Elect Edward D. 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 L. 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 Dinesh Paliwal as Director        For       For        Management
3.10  Reelect William Stavropoulos as Director  For       For        Management
3.11  Reelect Sandra Wijnberg as Director       For       For        Management
3.12  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 2010/2011
4c    Ratify PricewaterhouseCoopers AG as       For       For        Management
      Special Auditors
5a    Approve Carrying Forward of Net Loss      For       For        Management
5b    Approve Ordinary Cash Dividend            For       For        Management
6     Amend Articles to Renew Authorized Share  For       For        Management
      Capital
7     Approve CHF 188,190,276.70 Reduction in   For       For        Management
      Share Capital
8a    Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
8b    Advisory Vote on Say on Pay Frequency     Three     One Year   Management


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

U.S. Bancorp

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 19, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Douglas M. Baker, Jr.      For       For        Management
2     Elect Director Y. Marc Belton             For       For        Management
3     Elect Director Victoria Buyniski Gluckman For       For        Management
4     Elect Director Arthur D. Collins, Jr.     For       For        Management
5     Elect Director Richard K. Davis           For       For        Management
6     Elect Director Joel W. Johnson            For       For        Management
7     Elect Director Olivia F. Kirtley          For       For        Management
8     Elect Director Jerry W. Levin             For       For        Management
9     Elect Director David B. O'Maley           For       For        Management
10    Elect Director O Dell M. Owens            For       For        Management
11    Elect Director Richard G. Reiten          For       For        Management
12    Elect Director Craig D. Schnuck           For       For        Management
13    Elect Director Patrick T. Stokes          For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency     Three     One Year   Management
17    Advisory Vote to Ratify Directors'        Against   Against    Shareholder
      Compensation


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

UnitedHealth Group Incorporated

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 23, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William C. Ballard, Jr.    For       For        Management
2     Elect Director Richard T. Burke           For       For        Management
3     Elect Director Robert J. Darretta         For       For        Management
4     Elect Director Stephen J. Hemsley         For       For        Management
5     Elect Director Michele J. Hooper          For       For        Management
6     Elect Director Rodger A. Lawson           For       For        Management
7     Elect Director Douglas W. Leatherdale     For       For        Management
8     Elect Director Glenn M. Renwick           For       For        Management
9     Elect Director Kenneth I. Shine           For       For        Management
10    Elect Director Gail R. Wilensky           For       For        Management
11    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
15    Ratify Auditors                           For       For        Management


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

Valeant Pharmaceuticals International Inc

Ticker:       BVF            Security ID:  09067J109
Meeting Date: SEP 27, 2010   Meeting Type: Special
Record Date:  AUG 18, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with Merger    For       For        Management
2     If Item #1 is approved: Change Company    For       For        Management
      Name to Valeant Pharmaceuticals
      International, Inc.


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

VeriSign, Inc.

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 30, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director D. James Bidzos            For       For        Management
2     Elect Director William L. Chenevich       For       For        Management
3     Elect Director Kathleen A. Cote           For       For        Management
4     Elect Director Mark D. Mclaughlin         For       For        Management
5     Elect Director Roger H. Moore             For       For        Management
6     Elect Director John D. Roach              For       For        Management
7     Elect Director Louis A. Simpson           For       For        Management
8     Elect Director Timothy Tomlinson          For       For        Management
9     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Ratify Auditors                           For       For        Management


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

Visa Inc.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 27, 2011   Meeting Type: Annual
Record Date:  DEC 3, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
3.1   Elect Director Gary P. Coughlan           For       For        Management
3.2   Elect Director Mary B. Cranston           For       For        Management
3.3   Elect Director Francisco Javier           For       For        Management
      Fernandez-Carbajal
3.4   Elect Director Robert W. Matschullat      For       For        Management
3.5   Elect Director Cathy E. Minehan           For       For        Management
3.6   Elect Director Suzanne Nora Johnson       For       For        Management
3.7   Elect Director David J. Pang              For       For        Management
3.8   Elect Director Joseph W. Saunders         For       For        Management
3.9   Elect Director William S. Shanahan        For       For        Management
3.10  Elect Director  John A. Swainson          For       For        Management
4.1   Elect Director Suzanne Nora Johnson       For       For        Management
4.2   Elect Director Joseph W. Saunders         For       For        Management
4.3   Elect Director John A. Swainson           For       For        Management
5     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
7     Amend Executive Incentive Bonus Plan      For       For        Management
8     Ratify Auditors                           For       For        Management


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

WABCO Holdings Inc.

Ticker:       WBC            Security ID:  92927K102
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 5, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Peter D'Aloia           For       Withhold   Management
1.2   Elect Director Juergen W. Gromer          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management


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

Wal-Mart Stores, Inc.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 3, 2011    Meeting Type: Annual
Record Date:  APR 6, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Aida M. Alvarez            For       For        Management
2     Elect Director James W. Breyer            For       For        Management
3     Elect Director M. Michele Burns           For       For        Management
4     Elect Director James I. Cash, Jr.         For       For        Management
5     Elect Director Roger C. Corbett           For       For        Management
6     Elect Director Douglas N. Daft            For       For        Management
7     Elect Director Michael T. Duke            For       For        Management
8     Elect Director Gregory B. Penner          For       For        Management
9     Elect Director Steven S Reinemund         For       For        Management
10    Elect Director H. Lee Scott, Jr.          For       For        Management
11    Elect Director Arne M. Sorenson           For       For        Management
12    Elect Director Jim C. Walton              For       For        Management
13    Elect Director S. Robson Walton           For       For        Management
14    Elect Director Christopher J. Williams    For       For        Management
15    Elect Director Linda S. Wolf              For       For        Management
16    Ratify Auditors                           For       For        Management
17    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
18    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
19    Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Gender Identity
20    Report on Political Contributions         Against   For        Shareholder
21    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
22    Require Suppliers to Produce              Against   Abstain    Shareholder
      Sustainability Reports
23    Report on Climate Change Business Risks   Against   Abstain    Shareholder


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

Walgreen Co.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 12, 2011   Meeting Type: Annual
Record Date:  NOV 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David J. Brailer           For       For        Management
2     Elect Director Steven A. Davis            For       For        Management
3     Elect Director William C. Foote           For       For        Management
4     Elect Director Mark P. Frissora           For       For        Management
5     Elect Director Ginger L. Graham           For       For        Management
6     Elect Director Alan G. McNally            For       For        Management
7     Elect Director Nancy M. Schlichting       For       For        Management
8     Elect Director David Y. Schwartz          For       For        Management
9     Elect Director Alejandro Silva            For       For        Management
10    Elect Director James A. Skinner           For       For        Management
11    Elect Director Gregory D. Wasson          For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Articles of Incorporation to Revise For       For        Management
      the Purpose Clause
14    Reduce Supermajority Vote Requirement     For       For        Management
15    Rescind Fair Price Provision              For       For        Management
16    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
17    Performance-Based Equity Awards           Against   For        Shareholder


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

Watson Pharmaceuticals, Inc.

Ticker:       WPI            Security ID:  942683103
Meeting Date: MAY 13, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael J. Fedida          For       For        Management
2     Elect Director Albert F. Hummel           For       For        Management
3     Elect Director Catherine M. Klema         For       For        Management
4     Elect Director Anthony Selwyn Tabatznik   For       For        Management
5     Declassify the Board of Directors         For       For        Management
6     Amend Omnibus Stock Plan                  For       For        Management
7     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
9     Ratify Auditors                           For       For        Management


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

WellPoint, Inc.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Angela F. Braly            For       For        Management
1.2   Elect Director Warren Y. Jobe             For       For        Management
1.3   Elect Director William G. Mays            For       For        Management
1.4   Elect Director William J. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3a    Reduce Supermajority Vote Requirement     For       For        Management
      Relating to Vote Requirement
3b    Reduce Supermajority Vote Requirement     For       For        Management
      Relating to Removal of Directors
3c    Opt Out of State's Control Share          For       For        Management
      Acquisition Law
3d    Amend Articles of Incorporation to Remove For       For        Management
      Certain Obsolete Provisions
3e    Amend Articles of Incorporation to Remove For       For        Management
      Other Obsolete Provisions and Make
      Conforming Changes
4     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
6     Feasibility Study for Converting to       Against   Against    Shareholder
      Nonprofit Status
7     Reincorporate in Another State [from      Against   For        Shareholder
      Indiana to Delaware]
8     Require Independent Board Chairman        Against   For        Shareholder


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

Zimmer Holdings, Inc.

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 2, 2011    Meeting Type: Annual
Record Date:  MAR 3, 2011

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Betsy J. Bernard           For       For        Management
2     Elect Director Marc N. Casper             For       For        Management
3     Elect Director David C. Dvorak            For       For        Management
4     Elect Director Larry C. Glasscock         For       For        Management
5     Elect Director Robert A. Hagemann         For       For        Management
6     Elect Director Arthur J. Higgins          For       For        Management
7     Elect Director John L. McGoldrick         For       For        Management
8     Elect Director Cecil B. Pickett           For       For        Management
9     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency     One Year  One Year   Management
11    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:          William F. Glavin, Jr.*
             --------------
             William F. Glavin, Jr.
             President and Principal Executive Officer

Date:        August 4, 2011

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