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.811-21487
RMK STRATEGIC 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: March 31
Date of Reporting Period: Twelve-month period ended June 30, 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 STRATEGIC INCOME FUND, INC.
By: /s/ Carter E. Anthony
---------------------
Carter E. Anthony
President
Date: August 23, 2004
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21487
Reporting Period: 07/01/2003 - 06/30/2004
RMK Strategic Income Fund, Inc.
======================== RMK STRATEGIC INCOME FUND INC. ========================
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
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
- --------------------------------------------------------------------------------
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
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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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
1.5 Elect Director Timothy Counsell For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MCG CAPITAL CORP
Ticker: MCGC Security ID: 58047P107
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
2
1.3 Elect Director Steven F. Tunney For Withhold Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
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
3
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 STRATEGIC INCOME FUND, INC.
By: /s/ Carter E. Anthony
---------------------
Carter E. Anthony
President
Date: August 23, 2004