As filed with the Securities and Exchange Commission on August 27, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX
Annual Report of Proxy Voting Record of Registered Management Investment Company

                    Investment Company Act File No.811-21332

                           RMK HIGH INCOME FUND, INC.
      (Exact Name of Registrant as Specified in Articles of Incorporation)

                               Morgan Keegan Tower
                               Fifty Front Street
                            Memphis, Tennessee 38103
                    (Address of Principal Executive Offices)

                                 (901) 524-4100
              (Registrant's Telephone Number, including Area Code)

                               Charles D. Maxwell
                               Morgan Keegan Tower
                               Fifty Front Street
                            Memphis, Tennessee 38103
                     (Name and Address of Agent for Service)

                                   Copies to:

                              ARTHUR J. BROWN, ESQ.
                           Kirkpatrick & Lockhart LLP
                          1800 Massachusetts Ave., N.W.
                           Washington, D.C. 20036-1800
                            Telephone: (202) 778-9000

                        Date of fiscal year end: June 30

       Date of Reporting Period: Twelve-month period ended March 31, 2004

     Form N-PX is to be used by a registered investment management company,
other than a small business investment company registered on Form N-5 (s.s.
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31, of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended, June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17
CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in
its regulatory, disclosure review, inspection and policymaking roles.

     A registrant is required to disclose the information specified by Form
N-PX, and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained on Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden of the Secretary, Securities of Exchange Commission, 450 Fifth Street,
NW, Washington DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. s. 3507.



                                   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.

                                             RMK HIGH INCOME FUND, INC.

                                             By:  /s/ Carter E. Anthony
                                                  ---------------------
                                                  Carter E. Anthony
                                                  President

Date:  August 23, 2004




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

ICA File Number: 811-21332
Reporting Period: 07/01/2003 - 06/30/2004
RMK High Income Fund, Inc.









========================== RMK HIGH INCOME FUND INC. ===========================


AMB PROPERTY CORP.

Ticker:       AMB            Security ID:  00163T109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hamid R. Moghadam         For       For        Management
1.2   Elect  Director W. Blake Baird            For       For        Management
1.3   Elect  Director T. Robert Burke           For       For        Management
1.4   Elect  Director David A. Cole             For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
1.6   Elect  Director Frederick W. Reid         For       For        Management
1.7   Elect  Director Jeffrey L. Skelton        For       For        Management
1.8   Elect  Director Thomas W. Tusher          For       For        Management
1.9   Elect  Director Caryl B. Welborn          For       For        Management
2     Ratify Auditors                           For       For        Management


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

AMERICAN CAPITAL STRATEGIES, LTD.

Ticker:       ACAS           Security ID:  024937104
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary C. Baskin            For       For        Management
1.2   Elect  Director Alvin N. Puryear          For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Issuance of Warrants              For       For        Management
5     Ratify Auditors                           For       For        Management


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

ANDRX CORP.

Ticker:       ADRX           Security ID:  034553107
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence J. DuBow         For       For        Management

                                     Page 1


1.2   Elect  Director Elliot F. Hahn, Ph.D.     For       For        Management
1.3   Elect  Director Thomas P. Rice            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

ANTHRACITE CAPITAL, INC.

Ticker:       AHR            Security ID:  037023108
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald G. Drapkin         For       Withhold   Management
1.2   Elect  Director Carl F. Geuther           For       For        Management
1.3   Elect  Director Leon T. Kendall           For       For        Management
1.4   Elect  Director Clay G. Lebhar            For       For        Management
2     Ratify Auditors                           For       For        Management


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       Did Not    Management
                                                          Vote
2     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
3     Increase Authorized Common Stock          For       Did Not    Management
                                                          Vote
4     Adjourn Meeting                           For       Did Not    Management
                                                          Vote


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director Donald E. Guinn           For       For        Management
1.8   Elect  Director James H. Hance, Jr.       For       For        Management
1.9   Elect  Director Kenneth D. Lewis          For       For        Management
1.10  Elect  Director Walter E. Massey          For       For        Management
1.11  Elect  Director Thomas J. May             For       For        Management
1.12  Elect  Director C. Steven McMillan        For       For        Management
1.13  Elect  Director Eugene M. McQuade         For       For        Management

                                     Page 2



1.14  Elect  Director Patricia E. Mitchell      For       For        Management
1.15  Elect  Director Edward L. Romero          For       For        Management
1.16  Elect  Director Thomas M. Ryan            For       For        Management
1.17  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.18  Elect  Director Meredith R. Spangler      For       For        Management
1.19  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Date of Annual Meeting             Against   Against    Shareholder
4     Adopt Nomination Procedures for the Board Against   Against    Shareholder
5     Charitable Contributions                  Against   Against    Shareholder
6     Establish Independent Committee to Review Against   Against    Shareholder
      Mutual Fund Policy
7     Adopt Standards Regarding Privacy and     Against   Against    Shareholder
      Information Security


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

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Forsyth           For       For        Management
1.2   Elect  Director Gail D. Fosler            For       For        Management
1.3   Elect  Director Carole J. Uhrich          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder


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

BLACK & DECKER CORP., THE

Ticker:       BDK            Security ID:  091797100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nolan D. Archibald        For       Did Not    Management
                                                          Vote
1.2   Elect  Director Norman R. Augustine       For       Did Not    Management
                                                          Vote
1.3   Elect  Director Barbara L. Bowles         For       Did Not    Management
                                                          Vote
1.4   Elect  Director M. Anthony Burns          For       Did Not    Management
                                                          Vote
1.5   Elect  Director Kim B. Clark              For       Did Not    Management
                                                          Vote
1.6   Elect  Director Manuel A. Fernandez       For       Did Not    Management
                                                          Vote
1.7   Elect  Director Benjamin H. Griswold, IV  For       Did Not    Management
                                                          Vote
1.8   Elect  Director Anthony Luiso             For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Approve Restricted Stock Plan             For       Did Not    Management
                                                          Vote
4     Limit Executive Compensation              Against   Did Not    Shareholder
                                                          Vote

                                     Page 3


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

CINCINNATI BELL INC.

Ticker:       CBB            Security ID:  171871106
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phillip R. Cox            For       For        Management
1.2   Elect  Director Michael G. Morris         For       For        Management
1.3   Elect  Director John M. Zrno              For       For        Management


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

COORS (ADOLPH) COMPANY

Ticker:       RKY            Security ID:  217016104
Meeting Date: OCT 3, 2003    Meeting Type: Special
Record Date:  AUG 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change State of Incorporation from        For       Did Not    Management
      Colorado to Delaware                                Vote
2     Adjourn Meeting                           For       Did Not    Management
                                                          Vote


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

CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Don Cornwell           For       For        Management
1.2   Elect  Director Thomas P. Gerrity         For       For        Management
1.3   Elect  Director Stanley P. Goldstein      For       For        Management
1.4   Elect  Director Marian L. Heard           For       For        Management
1.5   Elect  Director William H. Joyce          For       For        Management
1.6   Elect  Director Terry R. Lautenbach       For       For        Management
1.7   Elect  Director Terrence Murray           For       For        Management
1.8   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.9   Elect  Director Thomas M. Ryan            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

GENERAL CABLE CORP.

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor

                                     Page 4



1.1   Elect  Director Jeffrey Noddle            For       For        Management
1.2   Elect  Director John E. Welsh, III        For       For        Management
2     Ratify Auditors                           For       For        Management


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

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Percy N. Barnevik         For       For        Management
1.2   Elect  Director John H. Bryan             For       For        Management
1.3   Elect  Director Armando M. Codina         For       For        Management
1.4   Elect  Director George M.C. Fisher        For       For        Management
1.5   Elect  Director Karen Katen               For       For        Management
1.6   Elect  Director Kent Kresa                For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Philip A. Laskawy         For       For        Management
1.9   Elect  Director E.Stanley O'Neal          For       For        Management
1.10  Elect  Director Eckhard Pfeiffer          For       For        Management
1.11  Elect  Director G.Richard Wagoner, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Awards to Executives             Against   Against    Shareholder
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Limit Composition of Committees to        Against   Against    Shareholder
      Independent Directors
7     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
8     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
9     Establish Executive and Director Stock    Against   Against    Shareholder
      Ownership Guidelines


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

HARLEY-DAVIDSON, INC.

Ticker:       HDI            Security ID:  412822108
Meeting Date: APR 24, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry K. Allen             For       For        Management
1.2   Elect Director Richard I. Beattie         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

HEALTH MANAGEMENT ASSOCIATES, INC.

Ticker:       HMA            Security ID:  421933102
Meeting Date: FEB 17, 2004   Meeting Type: Annual
Record Date:  DEC 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor

                                     Page 5


1.1   Elect Director William J. Schoen          For       For        Management
1.2   Elect Director Joseph V. Vumbacco         For       For        Management
1.3   Elect Director Kent P. Dauten             For       For        Management
1.4   Elect Director Donald E. Kiernan          For       For        Management
1.5   Elect Director Robert A. Knox             For       For        Management
1.6   Elect Director William E. Mayberry, M.D.  For       For        Management
1.7   Elect Director William C. Steere, Jr.     For       For        Management
1.8   Elect Director Randolph W. Westerfield,   For       For        Management
      Ph.D.


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Hans W. Becherer          For       For        Management
2.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
2.3   Elect  Director John H. Biggs             For       For        Management
2.4   Elect  Director Lawrence A. Bossidy       For       For        Management
2.5   Elect  Director Ellen V. Futter           For       For        Management
2.6   Elect  Director William H. Gray, III      For       For        Management
2.7   Elect  Director William B. Harrison, Jr   For       For        Management
2.8   Elect  Director Helene L. Kaplan          For       For        Management
2.9   Elect  Director Lee R. Raymond            For       For        Management
2.10  Elect  Director John R. Stafford          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Adjourn Meeting                           For       Against    Management
6     Establish Term Limits for Directors       Against   Against    Shareholder
7     Charitable Contributions                  Against   Against    Shareholder
8     Political Contributions                   Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Provide Adequate Disclosure for over the  Against   Against    Shareholder
      counter Derivatives
11    Auditor Independence                      Against   Against    Shareholder
12    Submit Non-Employee Director Compensation Against   Against    Shareholder
      to Vote
13    Report on Pay Disparity                   Against   Against    Shareholder


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

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107
Meeting Date: JUN 25, 2004   Meeting Type: Special
Record Date:  MAY 20, 2004

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


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

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107

                                     Page 6



Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William E. Bradford       For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director David C Genever-Watling   For       For        Management
1.4   Elect  Director Farah M. Walters          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establishment of an Office of the Board   Against   For        Shareholder
      of Directors


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

KFX INC.

Ticker:       KFX            Security ID:  48245L107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stanford M. Adelstein     For       For        Management
1.2   Elect  Director Mark S. Sexton            For       For        Management
1.3   Elect  Director Richard S. Spencer III    For       For        Management
2     Ratify Auditors                           For       For        Management


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

KING PHARMACEUTICALS INC.

Ticker:       KG             Security ID:  495582108
Meeting Date: NOV 4, 2003    Meeting Type: Annual
Record Date:  SEP 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Earnest W. Deavenport, Jr. For       For        Management
      as Class II Director
1.2   Elect Director Elizabeth M. Greetham as   For       For        Management
      Class II Director
1.3   Elect Director James R. Lattanzi as Class For       For        Management
      III Director
1.4   Elect Director Philip M. Pfeffer as Class For       For        Management
      II Director
1.5   Elect Director Ted G. Wood as Class I     For       For        Management
      Director
2     Ratify Auditors                           For       For        Management


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

KNIGHTSBRIDGE TANKERS LTD

Ticker:       VLCCF          Security ID:  G5299G106
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  MAY 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ola Lorentzon             For       For        Management
1.2   Elect  Director Tor Olav Troim            For       For        Management
1.3   Elect  Director Douglas C. Wolcott        For       For        Management
1.4   Elect  Director David M. White            For       For        Management

                                     Page 7



1.5   Elect  Director Timothy Counsell          For       For        Management
2     Ratify Auditors                           For       For        Management


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Claude R. Canizares       For       For        Management
1.2   Elect  Director Thomas A. Corcoran        For       For        Management
1.3   Elect  Director Alan H. Washkowitz        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

LIMITED BRANDS

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene M. Freedman        For       For        Management
1.2   Elect  Director V. Ann Hailey             For       For        Management
1.3   Elect  Director David T. Kollat           For       For        Management
1.4   Elect  Director Leslie H. Wexner          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

MAYTAG CORP.

Ticker:       MYG            Security ID:  578592107
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wayland R. Hicks          For       Withhold   Management
1.2   Elect  Director James A. McCaslin         For       For        Management
1.3   Elect  Director W. Ann Reynolds           For       Withhold   Management
1.4   Elect  Director Fred G. Steingraber       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Articles                            For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

MCG CAPITAL CORP

Ticker:       MCGC           Security ID:  58047P107

                                     Page 8



Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Norman W. Alpert          For       For        Management
1.2   Elect  Director Joseph H. Gleberman       For       Withhold   Management
1.3   Elect  Director Steven F. Tunney          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

NORDIC AMERICAN TANKER SHIPP

Ticker:       NAT            Security ID:  G65773106
Meeting Date: MAR 15, 2004   Meeting Type: Special
Record Date:  JAN 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO SELL THE COMPANY S VESSELS AND         For       Against    Management
      DISTRIBUTE THE PROCEEDS, OR, IN THE
      ALTERNATIVE, TO CONTINUE THE COMPANY IN
      BUSINESS. MARK THE  FOR  BOX TO VOTE TO
      SELL, MARK THE  AGAINST  BOX TO VOTE TO
      CONTINUE THE COMPANY IN BUSINESS.
2     TO AMEND THE COMPANY S BYE-LAWS.          For       For        Management


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

SANMINA-SCI CORP.

Ticker:       SANM           Security ID:  800907107
Meeting Date: JAN 26, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John C. Bolger             For       Did Not    Management
                                                          Vote
1.2   Elect Director Neil R. Bonke              For       Did Not    Management
                                                          Vote
1.3   Elect Director Randy W. Furr              For       Did Not    Management
                                                          Vote
1.4   Elect Director Mario M. Rosati            For       Did Not    Management
                                                          Vote
1.5   Elect Director A. Eugene Sapp, Jr.        For       Did Not    Management
                                                          Vote
1.6   Elect Director Wayne Shortridge           For       Did Not    Management
                                                          Vote
1.7   Elect Director Peter J. Simone            For       Did Not    Management
                                                          Vote
1.8   Elect Director Jure Sola                  For       Did Not    Management
                                                          Vote
1.9   Elect Director Bernard V Vonderschmitt    For       Did Not    Management
                                                          Vote
1.10  Elect Director Jacqueline M. Ward         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

                                     Page 9



TECHNOLOGY INVESTMENT CAPITAL CORP.

Ticker:       TICC           Security ID:  878717305
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tonia L. Pankopf          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Investment Advisory Agreement     For       For        Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       Withhold   Management
1.11  Elect  Director Judith M. Runstad         For       Withhold   Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       Withhold   Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

XL CAPITAL LTD (FORMERLY EXEL LTD. )

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect John Loudon, Robert S. Parker, and  For       Did Not    Management
      Alan Z. Senter as  Directors                        Vote
2     Appoint PricewaterhouseCoopers as         For       Did Not    Management
      Auditors                                            Vote
3     Transact Other Business (Non-Voting)      None      Did Not    Management
                                                          Vote

                                    Page 10