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:                                    811-1512

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

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

Name and address of agent for service:                                 Two World Financial Center
                                                                       225 Liberty Street
                                                                       New York, NY 10281-1008

Registrant's telephone number, including area code:                    303-768-3200

Date of fiscal year end:                                               8/31

Date of reporting period:                                              07/01/2006-06/30/2007

Item 1.           Proxy Voting Record


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

ICA File Number: 811-01512
Reporting Period: 07/01/2006 - 06/30/2007
Oppenheimer Capital Income Fund









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


ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: BRIAN DUPERREAULT   For       For        Management
2     ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ For       For        Management
3     ELECTION OF DIRECTOR: PETER MENIKOFF      For       For        Management
4     ELECTION OF DIRECTOR: ROBERT RIPP         For       For        Management
5     ELECTION OF DIRECTOR: DERMOT F. SMURFIT   For       For        Management
6     RATIFICATION OF THE APPOINTMENT OF        For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM OF ACE LIMITED FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2007


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

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Disclose Information on Secondhand Smoke  Against   Abstain    Shareholder
5     Cease Add Campaigns Oriented to Prevent   Against   Abstain    Shareholder
      Youth Smoking
6     Cease Production, Promotion, and          Against   Abstain    Shareholder
      Marketing of Tobacco Products
7     Adopt Animal Welfare Policy               Against   Abstain    Shareholder


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

ANTHRACITE CAPITAL, INC.

Ticker:       AHR            Security ID:  037023108
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald G. Drapkin          For       For        Management
1.2   Elect Director Carl F. Geuther            For       For        Management
1.3   Elect Director John B. Levy               For       For        Management
2     Ratify Auditors                           For       For        Management


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

B&G FOODS, INC.

Ticker:       BGF.A          Security ID:  05508R205
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 23, 2007

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


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William Barnet, III        For       For        Management
2     Elect Director Frank P. Bramble, Sr.      For       For        Management
3     Elect Director John T. Collins            For       For        Management
4     Elect Director Gary L. Countryman         For       For        Management
5     Elect Director Tommy R. Franks            For       For        Management
6     Elect Director Charles K. Gifford         For       For        Management
7     Elect Director W. Steven Jones            For       For        Management
8     Elect Director Kenneth D. Lewis           For       For        Management
9     Elect Director Monica C. Lozano           For       For        Management
10    Elect Director Walter E. Massey           For       For        Management
11    Elect Director Thomas J. May              For       For        Management
12    Elect Director Patricia E. Mitchell       For       For        Management
13    Elect Director Thomas M. Ryan             For       For        Management
14    Elect Director O. Temple Sloan, Jr.       For       For        Management
15    Elect Director Meredith R. Spangler       For       For        Management
16    Elect Director Robert L. Tillman          For       For        Management
17    Elect Director Jackie M. Ward             For       For        Management
18    Ratify Auditors                           For       For        Management
19    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
20    Change Size of Board of Directors         Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   Against    Shareholder


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

BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

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


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

BP PLC

Ticker:       BP             Security ID:  055622104
Meeting Date: APR 12, 2007   Meeting Type: Annual
Record Date:  FEB 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND ACCOUNTS
2     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
3.1   Elect  Director Dr D C Allen              For       For        Management
3.2   Elect  Director Lord Browne               For       For        Management
3.3   Elect  Director Mr A Burgmans             For       For        Management
3.4   Elect  Director Sir William Castell       For       For        Management
3.5   Elect  Director Mr I C Conn               For       For        Management
3.6   Elect  Director Mr E B Davis, Jr          For       For        Management
3.7   Elect  Director Mr D J Flint              For       For        Management
3.8   Elect  Director Dr B E Grote              For       For        Management
3.9   Elect  Director Dr A B Hayward            For       For        Management
3.10  Elect  Director Mr A G Inglis             For       For        Management
3.11  Elect  Director Dr D S Julius             For       For        Management
3.12  Elect  Director Sir Tom Mckillop          For       For        Management
3.13  Elect  Director Mr J A Manzoni            For       For        Management
3.14  Elect  Director Dr W E Massey             For       For        Management
3.15  Elect  Director Sir Ian Prosser           For       For        Management
3.16  Elect  Director Mr P D Sutherland         For       For        Management
4     Ratify Auditors                           For       For        Management
5     TO GIVE LIMITED AUTHORITY TO MAKE         For       For        Management
      POLITICAL DONATIONS AND INCUR POLITICAL
      EXPENDITURE
6     TO AUTHORIZE THE USE OF ELECTRONIC        For       For        Management
      COMMUNICATIONS
7     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
8     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
9     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      FREE OF PRE-EMPTION RIGHTS


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

CELLCOM ISRAEL LTD

Ticker:       CEL            Security ID:  M2196U109
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: AMI EREL            For       For        Management
2     ELECTION OF DIRECTOR: SHAY LIVNAT         For       For        Management
3     ELECTION OF DIRECTOR: RAANAN COHEN        For       For        Management
4     ELECTION OF DIRECTOR: OREN LIEDER         For       For        Management
5     ELECTION OF DIRECTOR: AVRAHAM BIGGER      For       For        Management
6     ELECTION OF DIRECTOR: RAFI BISKER         For       For        Management
7     ELECTION OF DIRECTOR: SHLOMO WAXE         For       For        Management
8     ELECTION OF EXTERNAL DIRECTOR: RONIT      For       For        Management
      BAYTEL
9     ELECTION OF EXTERNAL DIRECTOR: JOSEPH     For       For        Management
      BARNEA
10    APPROVAL OF FEES TO BE PAID TO EXTERNAL   For       For        Management
      DIRECTORS.
11    APPROVAL OF LIABILITY INSURANCE COVERING  For       For        Management
      DIRECTORS.
12    Ratify Auditors                           For       For        Management
13    IF SHAREHOLDER MARKS YES OR DOES NOT      None      Against    Management
      CHECK OFF A BOX IN AGENDA ITEM #6 ENTIRE
      PROXY IS NOT COUNTED. PLEASE MARK THE YES
      BOX IF YOU VOTE  FOR  AND THE NO BOX FOR
      AGAINST .


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

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: AUG 29, 2006   Meeting Type: Annual
Record Date:  JUL 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry R. Silverman         For       Withhold   Management
1.2   Elect Director Myra J. Biblowit           For       Withhold   Management
1.3   Elect Director James E. Buckman           For       Withhold   Management
1.4   Elect Director Leonard S. Coleman         For       Withhold   Management
1.5   Elect Director Martin L. Edelman          For       Withhold   Management
1.6   Elect Director George Herrera             For       Withhold   Management
1.7   Elect Director Stephen P. Holmes          For       Withhold   Management
1.8   Elect Director Louise T. Blouin MacBain   For       Withhold   Management
1.9   Elect Director Cheryl D. Mills            For       Withhold   Management
1.10  Elect Director Brian Mulroney             For       Withhold   Management
1.11  Elect Director Robert E. Nederlander      For       Withhold   Management
1.12  Elect Director Ronald L. Nelson           For       Withhold   Management
1.13  Elect Director Robert W. Pittman          For       Withhold   Management
1.14  Elect Director Pauline D.E. Richards      For       Withhold   Management
1.15  Elect Director Sheli Z. Rosenberg         For       Withhold   Management
1.16  Elect Director Robert F. Smith            For       Withhold   Management
1.17  Elect Director Ronald L. Nelson           For       Withhold   Management
1.18  Elect Director Leonard S. Coleman         For       Withhold   Management
1.19  Elect Director Martin L. Edelman          For       Withhold   Management
1.20  Elect Director Sheli Z. Rosenberg         For       Withhold   Management
1.21  Elect Director F. Robert Salerno          For       Withhold   Management
1.22  Elect Director Stender E. Sweeney         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Reverse Stock Split               For       For        Management
4     Change Company Name                       For       For        Management
5     Company Specific-Redesignation of Common  For       For        Management
      Stock
6     Reduce Authorized Common Stock            For       For        Management
7     Non-Employee Director Compensation        Against   Against    Shareholder
8     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Samuel H. Armacost         For       For        Management
2     Elect Director Linnet F. Deily            For       For        Management
3     Elect Director Robert E. Denham           For       For        Management
4     Elect Director Robert J. Eaton            For       For        Management
5     Elect Director Sam Ginn                   For       For        Management
6     Elect Director Franklyn G. Jenifer        For       For        Management
7     Elect Director Sam Nunn                   For       For        Management
8     Elect Director David J. O'Reilly          For       For        Management
9     Elect Director Donald B. Rice             For       For        Management
10    Elect Director Peter J. Robertson         For       For        Management
11    Elect Director Kevin W. Sharer            For       For        Management
12    Elect Director Charles R. Shoemate        For       For        Management
13    Elect Director Ronald D. Sugar            For       For        Management
14    Elect Director Carl Ware                  For       For        Management
15    Ratify Auditors                           For       For        Management
16    Reduce Supermajority Vote Requirement     For       For        Management
17    Adopt Human Rights Policy                 Against   Abstain    Shareholder
18    Adopt Greenhouse Gas Emission Reduction   Against   Abstain    Shareholder
      Goals
19    Adopt Animal Welfare Policy               Against   Abstain    Shareholder
20    Separate Chairman and CEO Positions       Against   For        Shareholder
21    Approve/Amend Terms of Existing Poison    Against   Against    Shareholder
      Pill
22    Report on Market Specific Environmental   Against   Abstain    Shareholder
      Laws


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

CIRCUIT CITY STORES, INC.

Ticker:       CC             Security ID:  172737108
Meeting Date: JUN 26, 2007   Meeting Type: Annual
Record Date:  APR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara S. Feigin          For       For        Management
1.2   Elect Director Allen B. King              For       For        Management
1.3   Elect Director Carolyn Y. Woo             For       For        Management
1.4   Elect Director James F. Hardymon          For       For        Management
2     Ratify Auditors                           For       For        Management


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       For        Management
3     Elect Director George David               For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Klaus Kleinfeld            For       For        Management
8     Elect Director Andrew N. Liveris          For       For        Management
9     Elect Director Anne Mulcahy               For       For        Management
10    Elect Director Richard D. Parsons         For       For        Management
11    Elect Director Charles Prince             For       For        Management
12    Elect Director Judith Rodin               For       For        Management
13    Elect Director Robert E. Rubin            For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Government Service of Employees Against   Abstain    Shareholder
17    Report on Political Contributions         Against   Abstain    Shareholder
18    Report on Charitable Contributions        Against   Abstain    Shareholder
19    Approve Report of the Compensation        Against   Against    Shareholder
      Committee
20    Report on Pay Disparity                   Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   Against    Shareholder
22    Stock Retention/Holding Period            Against   Against    Shareholder
23    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
24    Amend Bylaws to Permit Shareholders to    Against   For        Shareholder
      Call Special Meetings


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

CITIZENS COMMUNICATIONS CO.

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathleen Q. Abernathy      For       For        Management
1.2   Elect Director Leroy T. Barnes, Jr.       For       For        Management
1.3   Elect Director Michael T. Dugan           For       For        Management
1.4   Elect Director Jeri Finard                For       For        Management
1.5   Elect Director Lawton Wehle Fitt          For       For        Management
1.6   Elect Director William M. Kraus           For       For        Management
1.7   Elect Director Howard L. Schrott          For       For        Management
1.8   Elect Director Larraine D. Segil          For       For        Management
1.9   Elect Director Bradley E. Singer          For       For        Management
1.10  Elect Director David H. Ward              For       For        Management
1.11  Elect Director Myron A. Wick, III         For       For        Management
1.12  Elect Director Mary Agnes Wilderotter     For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James E. Copeland, Jr.     For       For        Management
2     Elect Director Kenneth M. Duberstein      For       For        Management
3     Elect Director Ruth R. Harkin             For       For        Management
4     Elect Director William R. Rhodes          For       For        Management
5     Elect Director J. Stapleton Roy           For       For        Management
6     Elect Director William E. Wade, Jr.       For       For        Management
7     Ratify Auditors                           For       For        Management
8     Report on Political Contributions         Against   Abstain    Shareholder
9     Report on Renewable Energy Sources        Against   Abstain    Shareholder
10    Require Director Nominee Qualifications   Against   Against    Shareholder
11    Report on Environmental Damage from       Against   Abstain    Shareholder
      Drilling in the National Petroleum
      Reserve
12    Report on Indigenous Peoples Rights       Against   Abstain    Shareholder
      Policies
13    Report on Community Impact of Operations  Against   Abstain    Shareholder


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

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Ticker:       CNSL           Security ID:  209034107
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 21, 2007

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


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

CRYSTAL RIVER CAPITAL, INC.

Ticker:       CRZ            Security ID:  229393301
Meeting Date: NOV 9, 2006    Meeting Type: Annual
Record Date:  OCT 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce K. Robertson         For       For        Management
1.2   Elect Director Janet Graham               For       For        Management
1.3   Elect Director Harald Hansen              For       For        Management
2     Ratify Auditors                           For       For        Management


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

CRYSTAL RIVER CAPITAL, INC.

Ticker:       CRZ            Security ID:  229393301
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  MAY 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Paulsen         For       For        Management
1.2   Elect Director Louis P. Salvatore         For       For        Management
2     Ratify Auditors                           For       For        Management


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

EMBARQ CORP

Ticker:       EQ             Security ID:  29078E105
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter C. Brown             For       For        Management
1.2   Elect Director Steven A. Davis            For       For        Management
1.3   Elect Director Daniel R. Hesse            For       For        Management
1.4   Elect Director John P. Mullen             For       For        Management
1.5   Elect Director William A. Owens           For       For        Management
1.6   Elect Director Dinesh C. Paliwal          For       For        Management
1.7   Elect Director Stephanie M. Shern         For       For        Management
1.8   Elect Director Laurie A. Siegel           For       For        Management
2     Ratify Auditors                           For       For        Management


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

EVEREST RE GROUP LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth J. Duffy          For       For        Management
1.2   Elect  Director Joseph V. Taranto         For       For        Management
2     TO APPOINT PRICEWATERHOUSECOOPERS LLP AS  For       For        Management
      THE COMPANY S REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2007 AND AUTHORIZE THE BOARD
      OF DIRECTORS ACTING BY THE AUDIT
      COMMITTEE OF THE BOARD TO SET THE FEES
      FOR THE REGISTERED PUBLIC ACCOU


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

FIDELITY NATIONAL FINANCIAL, INC.

Ticker:       FNF            Security ID:  31620R105
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cary H. Thompson           For       Withhold   Management
1.2   Elect Director Daniel D. (Ron) Lane       For       For        Management
1.3   Elect Director General William Lyon       For       For        Management
1.4   Elect Director Richard N. Massey          For       For        Management
2     Ratify Auditors                           For       For        Management


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director William M. Castell         For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       Withhold   Management
1.5   Elect Director Susan Hockfield            For       For        Management
1.6   Elect Director Jerry R. Immelt            For       For        Management
1.7   Elect Director Andrea Jung                For       For        Management
1.8   Elect Director Alan G. Lafley             For       For        Management
1.9   Elect Director Robert W. Lane             For       For        Management
1.10  Elect Director Ralph S. Larsen            For       For        Management
1.11  Elect Director Rochelle B. Lazarus        For       For        Management
1.12  Elect Director Sam Nunn                   For       For        Management
1.13  Elect Director Roger S. Penske            For       For        Management
1.14  Elect Director Robert J. Swieringa        For       For        Management
1.15  Elect Director Douglas A. Warner III      For       For        Management
1.16  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Vote Standard in Director  For       For        Management
      Elections
4     Approve Omnibus Stock Plan                For       For        Management
5     Company-Specific-Approve Material Terms   For       For        Management
      of Senior Officer Performance Goals
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Company-Specific -- Adopt Policy on       Against   For        Shareholder
      Overboarded Directors
8     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of Retirees
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Limit Dividend and Dividend Equivalent    Against   Against    Shareholder
      Payments to Executives
11    Report on Charitable Contributions        Against   Abstain    Shareholder
12    Report on Global Warming                  Against   Abstain    Shareholder
13    Adopt Ethical Criteria for Military       Against   Abstain    Shareholder
      Contracts
14    Report on Pay Disparity                   Against   Against    Shareholder


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: DEC 19, 2006   Meeting Type: Special
Record Date:  NOV 8, 2006

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


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

LOEWS CORP.

Ticker:       LTR            Security ID:  540424207
Meeting Date: AUG 3, 2006    Meeting Type: Special
Record Date:  JUN 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Adjust Par Value of Common Stock          For       For        Management


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

LOEWS CORP.

Ticker:       LTR            Security ID:  540424207
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ann E. Berman              For       For        Management
1.2   Elect Director Joseph L. Bower            For       For        Management
1.3   Elect Director Charles M. Diker           For       For        Management
1.4   Elect Director Paul J. Fribourg           For       For        Management
1.5   Elect Director Walter L. Harris           For       For        Management
1.6   Elect Director Philip A. Laskawy          For       For        Management
1.7   Elect Director Gloria R. Scott            For       For        Management
1.8   Elect Director Andrew H. Tisch            For       For        Management
1.9   Elect Director James S. Tisch             For       For        Management
1.10  Elect Director Jonathan M. Tisch          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder
5     Social Proposal                           Against   Abstain    Shareholder


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

LUCENT TECHNOLOGIES INC.

Ticker:       LU             Security ID:  549463AG2
Meeting Date: NOV 29, 2006   Meeting Type: Written Consent
Record Date:  NOV 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE PROPOSED AMENDMENT TO THE INDENTURE,  None      Did Not    Management
      DATED AS OF JUNE 4, 2003, AMONG LUCENT,             Vote
      AND THE BANK OF NEW YORK, AS TRUSTEE (THE
       TRUSTEE ), UNDER WHICH THE DEBENTURES
      WERE ISSUED (AS AMENDED BY THAT CERTAIN
      FIRST SUPPLEMENTAL INDENTURE, DATED AS OF
      JUNE 4, 20


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

OMEGA NAVIGATION ENTERPRISES INC

Ticker:       ONAV           Security ID:  Y6476R105
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1a    Elect  Director Robert J. Flynn           For       For        Management
1b    Elect  Director Dr. Chiang Hai Ding       For       For        Management
1c    Elect  Director Shariq Azhar              For       For        Management
2     Ratify Auditors                           For       For        Management


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

PACKAGING CORPORATION OF AMERICA

Ticker:       PKG            Security ID:  695156109
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry F. Frigon            For       For        Management
1.2   Elect Director Louis A. Holland           For       For        Management
1.3   Elect Director Samuel M. Mencoff          For       For        Management
1.4   Elect Director Roger B. Porter            For       For        Management
1.5   Elect Director Thomas S. Souleles         For       For        Management
1.6   Elect Director Paul T. Stecko             For       For        Management
1.7   Elect Director Rayford K. Williamson      For       For        Management
2     Ratify Auditors                           For       For        Management


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis A. Ausiello         For       For        Management
1.2   Elect Director Michael S. Brown           For       For        Management
1.3   Elect Director M. Anthony Burns           For       For        Management
1.4   Elect Director Robert N. Burt             For       For        Management
1.5   Elect Director W. Don Cornwell            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Constance J. Horner        For       For        Management
1.8   Elect Director William R. Howell          For       For        Management
1.9   Elect Director Jeffrey B. Kindler         For       For        Management
1.10  Elect Director George A. Lorch            For       For        Management
1.11  Elect Director Dana G. Mead               For       For        Management
1.12  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Report on Animal Testing Policies         Against   Abstain    Shareholder
5     Amend Animal Welfare Policy               Against   Abstain    Shareholder
6     Require Director Nominee Qualifications   Against   Against    Shareholder


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Barbara M. Barrett         For       For        Management
2     Elect Director Vernon E. Clark            For       For        Management
3     Elect Director John M. Deutch             For       For        Management
4     Elect Director Frederic M. Poses          For       For        Management
5     Elect Director Michael C. Ruettgers       For       For        Management
6     Elect Director Ronald L. Skates           For       For        Management
7     Elect Director William R. Spivey          For       For        Management
8     Elect Director Linda G. Stuntz            For       For        Management
9     Elect Director William H. Swanson         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Separate Chairman and CEO Positions       Against   Against    Shareholder
12    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
13    Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote


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

REGAL ENTERTAINMENT GROUP

Ticker:       RGC            Security ID:  758766109
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas D. Bell, Jr.        For       For        Management
1.2   Elect Director David H. Keyte             For       For        Management
1.3   Elect Director Lee M. Thomas              For       For        Management
2     Ratify Auditors                           For       For        Management


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

SANOFI-AVENTIS (FORMERLY SANOFI-SYNTHELABO)

Ticker:       SNY            Security ID:  80105N105
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INDIVIDUAL COMPANY        For       For        Management
      FINANCIAL STATEMENTS FOR THE YEAR ENDED
      DECEMBER 31, 2006
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       For        Management
      STATEMENTS FOR THE YEAR ENDED DECEMBER
      31, 2006
3     APPROPRIATION OF PROFITS; DECLARATION OF  For       For        Management
      DIVIDEND
4     APPROVAL OF TRANSACTIONS COVERED BY THE   For       Against    Management
      STATUTORY AUDITORS SPECIAL REPORT
      PREPARED IN ACCORDANCE WITH ARTICLE
      L.225-40 OF THE COMMERCIAL CODE
5     RE-APPOINTMENT OF A DIRECTOR              For       For        Management
6     AUTHORIZATION TO THE BOARD OF DIRECTORS   For       Against    Management
      TO CARRY OUT TRANSACTIONS IN SHARES
      ISSUED BY THE COMPANY
7     DELEGATION TO THE BOARD OF DIRECTORS OF   For       For        Management
      AUTHORITY TO DECIDE TO CARRY OUT
      INCREASES IN THE SHARE CAPITAL BY
      ISSUANCE, WITH PREEMPTIVE RIGHTS
      MAINTAINED, OF SHARES AND/OR SECURITIES
      GIVING ACCESS TO THE COMPANY S CAPITAL
      AND/OR SECURITIES GIVING ENTITLEMEN
8     DELEGATION TO THE BOARD OF DIRECTORS OF   For       Against    Management
      AUTHORITY TO DECIDE TO CARRY OUT
      INCREASES IN THE SHARE CAPITAL BY
      ISSUANCE, WITH PREEMPTIVE RIGHTS WAIVED,
      OF SHARES AND/OR SECURITIES GIVING ACCESS
      TO THE COMPANY S CAPITAL AND/OR
      SECURITIES GIVING ENTITLEMENT TO
9     DELEGATION TO THE BOARD OF DIRECTORS OF   For       For        Management
      AUTHORITY TO DECIDE TO CARRY OUT
      INCREASES IN THE SHARE CAPITAL BY
      INCORPORATION OF SHARE PREMIUM, RESERVES,
      PROFITS OR OTHER ITEMS
10    POSSIBILITY OF ISSUING WITHOUT PREEMPTIVE For       For        Management
      RIGHTS, SHARES OR SECURITIES GIVING
      ACCESS TO THE COMPANY S CAPITAL OR TO
      SECURITIES GIVING ENTITLEMENT TO THE
      ALLOTMENT OF DEBT SECURITIES AS
      CONSIDERATION FOR ASSETS TRANSFERRED TO
      THE COMPANY AS A CAPITAL CONT
11    DELEGATION TO THE BOARD OF DIRECTORS OF   For       For        Management
      AUTHORITY TO DECIDE TO CARRY OUT
      INCREASES IN THE SHARE CAPITAL BY
      ISSUANCE OF SHARES RESERVED FOR EMPLOYEES
      WITH WAIVER OF PREEMPTIVE RIGHTS IN THEIR
      FAVOR
12    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management
      TO GRANT OPTIONS TO SUBSCRIBE FOR OR
      PURCHASE SHARES
13    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       Against    Management
      TO ALLOT EXISTING OR NEW CONSIDERATION
      FREE SHARES TO SALARIED EMPLOYEES OF THE
      GROUP AND CORPORATE OFFICERS OF THE
      COMPANY OR COMPANIES OF THE GROUP
14    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management
      TO REDUCE THE SHARE CAPITAL BY
      CANCELLATION OF TREASURY SHARES
15    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       Against    Management
      IN THE EVENT OF A PUBLIC TENDER OFFER FOR
      THE SHARES OF THE COMPANY, IN CASES WHERE
      THE LEGAL RECIPROCITY CLAUSE APPLIES
16    AMENDMENT TO THE BYLAWS TO BRING THEM     For       For        Management
      INTO COMPLIANCE WITH DECREE NO. 2006-1566
      OF DECEMBER 11, 2006 AMENDING DECREE NO.
      67-236 OF MARCH 23, 1967 ON COMMERCIAL
      COMPANIES: (AMENDMENTS TO ARTICLE 19,
      PARAGRAPHS 1 AND 3 OF THE BYLAWS)
17    POWERS FOR FORMALITIES                    For       For        Management


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

SEASPAN CORP

Ticker:       SSW            Security ID:  Y75638109
Meeting Date: APR 16, 2007   Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerry Wang                For       Withhold   Management
1.2   Elect  Director Peter Lorange             For       For        Management
1.3   Elect  Director Barry R. Pearl            For       For        Management
2     Ratify Auditors                           For       For        Management


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

SIEMENS AG

Ticker:       SI             Security ID:  826197501
Meeting Date: JAN 25, 2007   Meeting Type: Annual
Record Date:  DEC 19, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO CONSIDER AND VOTE UPON APPROPRIATION   For       Did Not    Management
      OF THE NET INCOME OF SIEMENS AG TO PAY A            Vote
      DIVIDEND.
2     TO RATIFY THE ACTS OF THE MANAGING BOARD. For       Did Not    Management
                                                          Vote
3     TO RATIFY THE ACTS OF THE SUPERVISORY     For       Did Not    Management
      BOARD.                                              Vote
4     Ratify Auditors                           For       Did Not    Management
                                                          Vote
5     TO CONSIDER AND VOTE UPON A RESOLUTION    For       Did Not    Management
      AUTHORIZING THE ACQUISITION AND USE OF              Vote
      SIEMENS SHARES AND THE EXCLUSION OF
      SHAREHOLDERS  PREEMPTIVE AND TENDER
      RIGHTS.
6     TO CONSIDER AND VOTE UPON AMENDMENTS TO   For       Did Not    Management
      THE ARTICLES OF ASSOCIATION IN ORDER TO             Vote
      MODERNIZE THEM.
7     TO CONSIDER AND VOTE UPON AN AMENDMENT TO For       Did Not    Management
      THE ARTICLES OF ASSOCIATION TO ADJUST TO            Vote
      NEW LEGISLATION.


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

TORTOISE ENERGY CAPITAL CORP.

Ticker:       TYY            Security ID:  89147U100
Meeting Date: APR 13, 2007   Meeting Type: Annual
Record Date:  JAN 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Trustee H. Kevin Birzer             For       For        Management
2     Approve Issuance of Shares for a Private  For       For        Management
      Placement
3     Ratify Auditors                           For       For        Management


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

TSAKOS ENERGY NAVIGATION LTD.(FORMERLY MIF LIMITED)

Ticker:       TNP            Security ID:  G9108L108
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Stavropoulos         For       For        Management
1.2   Elect  Director Peter C. Nicholson        For       For        Management
1.3   Elect  Director A.N. Patrinos, Ph.D.      For       For        Management
2     APPROVAL OF THE FINANCIAL STATEMENTS FOR  For       For        Management
      THE YEAR ENDED DECEMBER 31, 2006,
      TOGETHER WITH THE AUDITORS  REPORT.
3     Ratify Auditors                           For       For        Management
4     AUTHORIZATION OF THE REMUNERATION OF      For       For        Management
      DIRECTORS.


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis C. Blair            For       Did Not    Management
                                                          Vote
1.2   Elect Director Edward D. Breen            For       Did Not    Management
                                                          Vote
1.3   Elect Director Brian Duperreault          For       Did Not    Management
                                                          Vote
1.4   Elect Director Bruce S. Gordon            For       Did Not    Management
                                                          Vote
1.5   Elect Director Rajiv L. Gupta             For       Did Not    Management
                                                          Vote
1.6   Elect Director John A. Krol               For       Did Not    Management
                                                          Vote
1.7   Elect Director H. Carl Mccall             For       Did Not    Management
                                                          Vote
1.8   Elect Director Brendan R. O'Neill         For       Did Not    Management
                                                          Vote
1.9   Elect Director William S. Stavropoulous   For       Did Not    Management
                                                          Vote
1.10  Elect Director Sandra S. Wijnberg         For       Did Not    Management
                                                          Vote
1.11  Elect Director Jerome B. York             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Special
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF REVERSE STOCK SPLIT OF THE    For       For        Management
      COMPANYS COMMON SHARES AT A SPLIT RATIO
      OF 1 FOR 4
2     APPROVAL OF CONSEQUENTIAL AMENDMENT TO    For       For        Management
      THE COMPANY S AMENDED AND RESTATED
      BYE-LAWS.


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Victoria Buynisk Gluckman  For       For        Management
1.2   Elect Director Arthur D. Collins, Jr.     For       For        Management
1.3   Elect Director Olivia F. Kirtley          For       For        Management
1.4   Elect Director Jerry W. Levin             For       For        Management
1.5   Elect Director Richard G. Reiten          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Approve Report of the Compensation        Against   Against    Shareholder
      Committee
6     Establish SERP Policy                     Against   Against    Shareholder


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

VALERO GP HOLDINGS LLC

Ticker:       VEH            Security ID:  91914G108
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William E. Greehey         For       For        Management
1.2   Elect Director Stan L. Mclelland          For       For        Management
2     Ratify Auditors                           For       For        Management


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

VANDA PHARMACEUTICALS INC

Ticker:       VNDA           Security ID:  921659108
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dr. James B. Tananbaum     For       For        Management
1.2   Elect Director Mr. David Ramsay           For       For        Management
1.3   Elect Director Mr. H. Thomas Watkins      For       For        Management
2     Ratify Auditors                           For       For        Management


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: AUG 31, 2006   Meeting Type: Special
Record Date:  JUL 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       For        Management


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ernest S. Rady             For       For        Management
1.2   Elect Director Jerry Gitt                 For       For        Management
1.3   Elect Director John T. Casteen, III       For       For        Management
1.4   Elect Director Maryellen C. Herringer     For       For        Management
1.5   Elect Director Joseph Neubauer            For       For        Management
1.6   Elect Director Timothy D. Proctor         For       For        Management
1.7   Elect Director Van L. Richey              For       For        Management
1.8   Elect Director Dona Davis Young           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Company Specific--Provide for Majority    For       For        Management
      Voting
4     Ratify Auditors                           For       For        Management
5     Approve Report of the Compensation        Against   Against    Shareholder
      Committee
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Report on Political Contributions         Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anne V. Farrell            For       For        Management
1.2   Elect Director Stephen E. Frank           For       For        Management
1.3   Elect Director Kerry K. Killinger         For       For        Management
1.4   Elect Director Thomas C. Leppert          For       For        Management
1.5   Elect Director Charles M. Lillis          For       For        Management
1.6   Elect Director Phillip D. Matthews        For       For        Management
1.7   Elect Director Regina T. Montoya          For       For        Management
1.8   Elect Director Michael K. Murphy          For       For        Management
1.9   Elect Director Margaret Osmer Mcquade     For       For        Management
1.10  Elect Director Mary E. Pugh               For       For        Management
1.11  Elect Director William G. Reed, Jr.       For       For        Management
1.12  Elect Director Orin C. Smith              For       For        Management
1.13  Elect Director James H. Stever            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish SERP Policy                     Against   Against    Shareholder
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Require Director Nominee Qualifications   Against   Against    Shareholder


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Kathleen B. Cooper         For       For        Management
2     Elect Director William R. Granberry       For       For        Management
3     Elect Director Charles M. Lillis          For       For        Management
4     Elect Director William G. Lowrie          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Approve Omnibus Stock Plan                For       For        Management
7     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel E. Beall, III       For       For        Management
1.2   Elect Director Dennis E. Foster           For       For        Management
1.3   Elect Director Francis X. Frantz          For       For        Management
1.4   Elect Director Jeffery R. Gardner         For       For        Management
1.5   Elect Director Jeffrey T. Hinson          For       For        Management
1.6   Elect Director Judy K. Jones              For       For        Management
1.7   Elect Director William A. Montgomery      For       For        Management
1.8   Elect Director Frank E. Reed              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Stock Retention/Holding Period            Against   Against    Shareholder
========== END NPX REPORT


                                   SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant):               Oppenheimer Capital Income Fund

By (Signature and Title)*:  /s/ John V. Murphy
                            ------------------
                            John V. Murphy, President

Date:  August 17, 2007

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