As filed with the Securities and Exchange Commission on August 22, 2005

                       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 Charter)

                              50 North Front Street
                            Memphis, Tennessee 38103
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (901) 524-4100

                                   Copies to:

                              ARTHUR J. BROWN, ESQ.
                   Kirkpatrick & Lockhart Nicholson Graham 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, 2005

      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.






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

ICA File Number: 811-21487
Reporting Period: 07/01/2004 - 06/30/2005
RMK Strategic Income Fund, Inc.









======================== RMK STRATEGIC INCOME FUND INC. ========================

AMERICAN CAPITAL STRATEGIES, LTD.

Ticker:       ACAS           Security ID:  024937104
Meeting Date: JUN 20, 2005   Meeting Type: Annual
Record Date:  APR 22, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Neil M. Hahl              For       For        Management
1.2   Elect  Director Stan Lundine              For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Amend Articles                            For       For        Management
4     Ratify Auditors                           For       For        Management


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

AMERICAN ITALIAN PASTA CO.

Ticker:       PLB            Security ID:  027070101
Meeting Date: FEB 17, 2005   Meeting Type: Annual
Record Date:  DEC 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jonathan E. Baum          For       For        Management
1.2   Elect  Director Robert H. Niehaus         For       Withhold   Management
1.3   Elect  Director Richard C. Thompson       For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

ANDRX CORP.

Ticker:       ADRX           Security ID:  034553107
Meeting Date: MAY 20, 2005   Meeting Type: Annual
Record Date:  MAR 30, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tamara A. Baum            For       For        Management
1.2   Elect  Director Melvin Sharoky, M.D.      For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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


                                       1

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

ANTHRACITE CAPITAL, INC.

Ticker:       AHR            Security ID:  037023108
Meeting Date: MAY 24, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hugh R. Frater            For       Withhold   Management
1.2   Elect  Director Jeffrey C. Keil           For       For        Management
2     Ratify Auditors                           For       For        Management


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     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       Withhold   Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director W. Steven Jones           For       For        Management
1.8   Elect  Director Kenneth D. Lewis          For       For        Management
1.9   Elect  Director Walter E. Massey          For       For        Management
1.10  Elect  Director Thomas J. May             For       For        Management
1.11  Elect  Director Patricia E. Mitchell      For       For        Management
1.12  Elect  Director Edward L. Romero          For       For        Management
1.13  Elect  Director Thomas M. Ryan            For       Withhold   Management
1.14  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.15  Elect  Director Meredith R. Spangler      For       For        Management
1.16  Elect  Director Robert L. Tillman         For       For        Management
1.17  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Against    Shareholder
4     Director Nominee Amendment                Against   Against    Shareholder


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

BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  APR 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald James              For       For        Management
1.2   Elect  Director Elliot S. Kaplan          For       For        Management
1.3   Elect  Director Matthew H. Paull          For       For        Management
1.4   Elect  Director Richard M. Schulze        For       For        Management
1.5   Elect  Director Mary A. Tolan             For       For        Management
1.6   Elect  Director Hatim A. Tyabji           For       For        Management
2     Ratify Auditors                           For       For        Management


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

                                       2


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

CHRISTOPHER & BANKS CORP

Ticker:       CBK            Security ID:  171046105
Meeting Date: JUL 28, 2004   Meeting Type: Annual
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anne L. Jones             For       For        Management
1.2   Elect  Director Robert Ezrilov            For       For        Management
2     Ratify Auditors                           For       For        Management


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

CIMAREX ENERGY CO

Ticker:       XEC            Security ID:  171798101
Meeting Date: JUN 6, 2005    Meeting Type: Annual
Record Date:  APR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Increase in Size of Board         For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5.1   Elect  Director Glenn A. Cox              For       For        Management
5.2   Elect  Director David A. Hentschel        For       For        Management
5.3   Elect  Director L. Paul Teague            For       For        Management
6     Ratify Auditors                           For       For        Management


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

CINCINNATI BELL INC.

Ticker:       CBB            Security ID:  171871106
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bruce L. Byrnes           For       For        Management
1.2   Elect  Director John F. Cassidy           For       For        Management
1.3   Elect  Director Robert W. Mahoney         For       For        Management
1.4   Elect  Director Daniel J. Meyer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     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       Withhold   Management


- --------------------------------------------------------------------------------
                                       3



1.6   Elect Director Terrence Murray            For       For        Management
1.7   Elect Director Sheli Z. Rosenberg         For       For        Management
1.8   Elect Director Thomas M. Ryan             For       For        Management
1.9   Elect Director Alfred J. Verrecchia       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Review/Limit Executive Compensation       Against   Against    Shareholder


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

DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 8, 2005    Meeting Type: Annual
Record Date:  APR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John A. Hill               For       For        Management
1.2   Elect Director William J. Johnson         For       For        Management
1.3   Elect Director Robert A. Mosbacher Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  APR 6, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Boskin         For       For        Management
1.2   Elect  Director William W. George         For       For        Management
1.3   Elect  Director James R. Houghton         For       For        Management
1.4   Elect  Director William R. Howell         For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Philip E. Lippincott      For       For        Management
1.7   Elect  Director Henry A. McKinnell, Jr.   For       For        Management
1.8   Elect  Director Marilyn Carlson Nelson    For       For        Management
1.9   Elect  Director Lee R. Raymond            For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director Rex W. Tillerson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Political Contributions/Activities        Against   Against    Shareholder
4     Review/Limit Executive Compensation       Against   Against    Shareholder
5     Nominate Independent Directors with       Against   Against    Shareholder
      Industry Experience
6     Report on Payments to Indonesian Military Against   Against    Shareholder
7     Adopt Policy Prohibiting Discrimination   Against   For        Shareholder
      based on Sexual Orientation
8     Report on Potential Damage of Drilling in Against   Against    Shareholder
      Protected Regions
9     Disclose Information Supporting the       Against   Against    Shareholder
      Company Position on Climate Change
10    Report on Company Policies for Compliance Against   For        Shareholder
      with the Kyoto Protocol


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

                                       4


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

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alison Davis               For       For        Management
1.2   Elect Director James D. Robinson III      For       For        Management
1.3   Elect Director Bernard L. Schwartz        For       For        Management
1.4   Elect Director Arthur F. Weinbach         For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Outsourcing                     Against   Against    Shareholder
6     Amend Director/Officer                    Against   Against    Shareholder
      Liability/Indemnifications Provisions


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

GENERAL CABLE CORP.

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory B. Kenny          For       For        Management
1.2   Elect  Director Robert L. Smialek         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 26, 2005   Meeting Type: Annual
Record Date:  MAR 28, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director Berry R. Cox              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.6   Elect  Director Milledge A. Hart, III     For       For        Management
1.7   Elect  Director Bonnie G. Hill            For       For        Management
1.8   Elect  Director Laban P. Jackson, Jr.     For       For        Management
1.9   Elect  Director Lawrence R. Johnston      For       For        Management
1.10  Elect  Director Kenneth G. Langone        For       For        Management
1.11  Elect  Director Robert L. Nardelli        For       For        Management
1.12  Elect  Director Thomas J. Ridge           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Nomination Procedures for the Board For       Against    Management
4     Approve Omnibus Stock Plan                For       For        Management

                                       5


5     Prepare Diversity Report                  Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
7     Limit Executive Compensation              Against   Against    Shareholder
8     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
9     Performance- Based/Indexed Options        Against   Against    Shareholder
10    Performance- Based/Indexed Options        Against   For        Shareholder
11    Affirm Political Nonpartisanship          Against   Against    Shareholder


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

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard M. Beyer          For       For        Management
1.2   Elect  Director Dr. Robert W. Conn        For       For        Management
1.3   Elect  Director James V. Diller           For       For        Management
1.4   Elect  Director Gary E. Gist              For       For        Management
1.5   Elect  Director Jan Peeters               For       For        Management
1.6   Elect  Director Robert N. Pokelwaldt      For       For        Management
1.7   Elect  Director James A. Urry             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Articles of Incorporation           For       For        Management


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

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107
Meeting Date: JUN 7, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Wallace        For       For        Management
1.2   Elect  Director Ian L. White-Thomson      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Establish Office of the Board of          Against   Against    Shareholder
      Directors


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 18, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank C. Lanza             For       For        Management
1.2   Elect Director John M. Shalikashvili      For       For        Management
1.3   Elect Director John White                 For       For        Management
2     Ratify Auditors                           For       For        Management


                                       6



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

LIMITED BRANDS

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 16, 2005   Meeting Type: Annual
Record Date:  MAR 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donna A. James             For       For        Management
1.2   Elect Director Leonard A. Schlesinger     For       For        Management
1.3   Elect Director Jeffrey B. Swartz          For       For        Management
1.4   Elect Director Raymond Zimmerman          For       For        Management


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

LINCOLN ELECTRIC HOLDINGS, INC.

Ticker:       LECO           Security ID:  533900106
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 23, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David H. Gunning          For       For        Management
1.2   Elect  Director G. Russell Lincoln        For       For        Management
1.3   Elect  Director Hellene S. Runtagh        For       For        Management
2     Ratify Auditors                           For       For        Management


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

MAGELLAN MIDSTREAM PARTNERS LP

Ticker:       MMP            Security ID:  559080106
Meeting Date: APR 21, 2005   Meeting Type: Annual
Record Date:  MAR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Montague         For       For        Management
1.2   Elect  Director Don R. Wellendorf         For       Withhold   Management


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

MAGYAR TELEKOM  (FRM. MATAV RT)

Ticker:                      Security ID:  559776109
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  APR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     REPORT OF THE BOARD OF DIRECTORS ON THE   For       For        Management
      MANAGEMENT OF THE COMPANY, THE BUSINESS
      POLICY OF MATAV GROUP AND REPORT ON THE
      BUSINESS OPERATIONS AND THE FINANCIAL
      SITUATION OF MATAV GROUP IN 2004
      ACCORDING TO THE REQUIREMENTS OF THE
      ACCOUNTING ACT.
2     REPORT OF THE BOARD OF DIRECTORS ON THE   For       For        Management
      BUSINESS OPERATIONS OF THE COMPANY IN


                                       7



      2004 PRESENTATION OF THE REPORT OF THE
      SUPERVISORY BOARD AND THE AUDITOR.
3     PROPOSAL OF THE BOARD OF DIRECTORS FOR    For       For        Management
      THE USE OF THE PROFIT AFTER TAX EARNED IN
      2004.
4     MODIFICATION OF THE ARTICLES OF           For       For        Management
      ASSOCIATIONS OF THE COMPANY.
5     ELECTION OF MEMBER OF THE BOARD OF        For       For        Management
      DIRECTORS.
6     ELECTION OF THE MEMBERS OF THE            For       For        Management
      SUPERVISORY BOARD.
7     DETERMINATION OF THE REMUNERATION OF THE  For       For        Management
      MEMBERS OF THE SUPERVISORY BOARD.
8     MISCELLANEOUS.                            For       Against    Management


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

MAGYAR TELEKOM  (FRM. MATAV RT)

Ticker:                      Security ID:  559776109
Meeting Date: FEB 22, 2005   Meeting Type: Special
Record Date:  JAN 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     THE GENERAL MEETING OF MATAV RT. -- ON    For       For        Management
      THE BASIS OF THE SUBMISSION OF THE BOARD
      OF DIRECTORS -- HEREBY RESOLVES THE
      CHANGE OF THE NAME OF THE COMPANY.
      ACCORDING TO THE DECISION OF THE GENERAL
      MEETING THE FULL NAME OF THE COMPANY
      SHALL CHANGE TO MAGYAR TE
2     THE GENERAL MEETING OF MATAV HEREBY       For       For        Management
      APPROVES THE MODIFICATION OF THE ARTICLES
      OF ASSOCATION.


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

MCG CAPITAL CORP

Ticker:       MCGC           Security ID:  58047P107
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  APR 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Merrick         For       For        Management
1.2   Elect  Director Wallace B. Millner, III   For       For        Management
1.3   Elect  Director Bryan J. Mitchell         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       Against    Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 9, 2004    Meeting Type: Annual
Record Date:  SEP 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. Gates III      For       For        Management


                                       8



1.2   Elect  Director Steven A. Ballmer         For       For        Management
1.3   Elect  Director James I. Cash Jr., Ph.D.  For       For        Management
1.4   Elect  Director Raymond V. Gilmartin      For       For        Management
1.5   Elect  Director Ann McLaughlin Korologos  For       For        Management
1.6   Elect  Director David F. Marquardt        For       For        Management
1.7   Elect  Director Charles H. Noski          For       For        Management
1.8   Elect  Director Dr. Helmut Panke          For       For        Management
1.9   Elect  Director Jon A. Shirley            For       For        Management
2     Amend Bundled Compensation Plans          For       For        Management
3     Amend Bundled Compensation Plans          For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Ratify Auditors                           For       For        Management


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

NEW CENTURY FINANCIAL CORP.

Ticker:       NEW            Security ID:  6435EV108
Meeting Date: MAY 17, 2005   Meeting Type: Annual
Record Date:  MAR 15, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marilyn A. Alexander      For       For        Management
1.2   Elect  Director Harold A. Black. Ph.D.    For       For        Management
1.3   Elect  Director Brad A. Morrice           For       For        Management
1.4   Elect  Director Michael M. Sachs          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

NEWFIELD EXPLORATION CO.

Ticker:       NFX            Security ID:  651290108
Meeting Date: MAY 5, 2005    Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Trice             For       For        Management
1.2   Elect Director David F. Schaible          For       For        Management
1.3   Elect Director Howard H. Newman           For       For        Management
1.4   Elect Director Thomas G. Ricks            For       For        Management
1.5   Elect Director Dennis R. Hendrix          For       For        Management
1.6   Elect Director C.E. (Chuck) Schultz       For       For        Management
1.7   Elect Director Philip J. Burguieres       For       For        Management
1.8   Elect Director John Randolph Kemp III     For       For        Management
1.9   Elect Director J. Michael Lacey           For       For        Management
1.10  Elect Director Joseph H. Netherland       For       For        Management
1.11  Elect Director J. Terry Strange           For       For        Management
1.12  Elect Director Pamela J. Gardner          For       For        Management
1.13  Elect Director Juanita F. Romans          For       For        Management
2     Ratify Auditors                           For       For        Management


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 10, 2005   Meeting Type: Annual
Record Date:  MAR 21, 2005


                                       9


#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director T. Jay Collins            For       For        Management
1.2   Elect  Director D. Michael Hughes         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

OMNIVISION TECHNOLOGIES, INC.

Ticker:       OVTI           Security ID:  682128103
Meeting Date: SEP 28, 2004   Meeting Type: Annual
Record Date:  AUG 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Shaw Hong                 For       For        Management
1.2   Elect  Director Edward C.V. Winn          For       For        Management
2     Ratify Auditors                           For       For        Management


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

PETROLEO BRASILEIRO

Ticker:       PBR/A          Security ID:  71654V408
Meeting Date: MAR 31, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE MANAGEMENT REPORT, THE    For       For        Management
      FINANCIAL STATEMENTS AND AUDIT COMMITTEE
      S OPINION FOR THE FISCAL YEAR 2004.
2     APPROVAL OF THE CAPITAL EXPENDITURES      For       For        Management
      BUDGET FOR THE FISCAL YEAR 2005.
3     APPROVAL OF THE DISTRIBUTION OF RESULTS   For       For        Management
      FOR THE FISCAL YEAR 2004.
4     APPROVAL OF THE ELECTION OF MEMBERS TO    For       For        Management
      THE BOARD OF DIRECTORS, AUDIT COMMITTEE
      AND THEIR RESPECTIVE SUBSTITUTES, TO VOTE
      IN THE SAME MANNER AS THE MAJORITY OF THE
      SHAREHOLDERS AT THE MEETING.
5     APPROVAL OF THE ELECTION OF THE CHAIRMAN  For       For        Management
      OF THE BOARD OF DIRECTORS.
6     APPROVAL OF THE ESTABLISHMENT OF THE      For       Against    Management
      COMPENSATION OF MANAGEMENT AND EFFECTIVE
      MEMBERS OF THE AUDIT COMMITTEE, AS WELL
      AS THEIR PARTICIPATION IN THE PROFITS
      PURSUANT TO ARTICLES 41 AND 56 OF THE
      COMPANY S BYLAWS.


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

POLYCOM, INC.

Ticker:       PLCM           Security ID:  73172K104
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Hagerty         For       For        Management


                                       10


1.2   Elect  Director Michael R. Kourey         For       For        Management
1.3   Elect  Director Betsy S. Atkins           For       For        Management
1.4   Elect  Director John Seely Brown          For       For        Management
1.5   Elect  Director Durk I. Jager             For       For        Management
1.6   Elect  Director John A. Kelley, Jr.       For       For        Management
1.7   Elect  Director Stanley J. Meresman       For       For        Management
1.8   Elect  Director Kevin T. Parker           For       For        Management
1.9   Elect  Director Thomas G. Stemberg        For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 18, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert E. Aikman          For       For        Management
1.2   Elect  Director Charles L. Blackburn      For       For        Management
1.3   Elect  Director Anthony V. Dub            For       For        Management
1.4   Elect  Director  V. Richard Eales         For       For        Management
1.5   Elect  Director Allen Finkelson           For       For        Management
1.6   Elect  Director Jonathan S. Linker        For       For        Management
1.7   Elect  Director Kevin S. McCarthy         For       For        Management
1.8   Elect  Director John H. Pinkerton         For       For        Management
1.9   Elect  Director Jeffrey L. Ventura        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend  Director & Officer                 For       For        Management
      Indemnification/Liability Provisions
4     Approve Omnibus Stock Plan                For       Against    Management
5     Amend Omnibus Stock Plan                  For       Against    Management
6     Ratify Auditors                           For       For        Management


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

REGAL ENTERTAINMENT GROUP

Ticker:       RGC            Security ID:  758766109
Meeting Date: MAY 11, 2005   Meeting Type: Annual
Record Date:  APR 1, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Philip F. Anschutz        For       For        Management
1.2   Elect  Director Michael J. Dolan          For       For        Management
1.3   Elect  Director Stephen A. Kaplan         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

SANMINA-SCI CORP.

Ticker:       SANM           Security ID:  800907107
Meeting Date: FEB 28, 2005   Meeting Type: Annual
Record Date:  JAN 3, 2005


                                       11



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Neil R. Bonke             For       Withhold   Management
1.2   Elect  Director Alain Couder              For       For        Management
1.3   Elect  Director Randy W. Furr             For       For        Management
1.4   Elect  Director Mario M. Rosati           For       Withhold   Management
1.5   Elect  Director A. Eugene Sapp, Jr.       For       For        Management
1.6   Elect  Director Wayne Shortridge          For       Withhold   Management
1.7   Elect  Director Peter J. Simone           For       For        Management
1.8   Elect  Director Jure Sola                 For       For        Management
1.9   Elect  Director Jacquelyn M. Ward         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

SHIP FINANCE INTERNATIONAL LTD

Ticker:       SFL            Security ID:  G81075106
Meeting Date: DEC 17, 2004   Meeting Type: Annual
Record Date:  NOV 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RE-ELECT PAUL LEAND AS A DIRECTOR OF   For       For        Management
      THE COMPANY.
2     TO RE-ELECT TOR OLAV TROIM AS A DIRECTOR  For       Against    Management
      OF THE COMPANY.
3     TO RE-ELECT KATE BLANKENSHIP AS A         For       Against    Management
      DIRECTOR OF THE COMPANY.
4     Ratify Auditors                           For       For        Management


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

SPINNAKER EXPLORATION COMPANY

Ticker:       SKE            Security ID:  84855W109
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 11, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger L. Jarvis           For       For        Management
1.2   Elect  Director Howard H. Newman          For       For        Management
1.3   Elect  Director Jeffrey A. Harris         For       For        Management
1.4   Elect  Director Michael E. Mcmahon        For       For        Management
1.5   Elect  Director Sheldon R. Erikson        For       For        Management
1.6   Elect  Director Michael E. Wiley          For       For        Management
1.7   Elect  Director Walter R. Arnheim         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

STORAGE TECHNOLOGY CORP.

Ticker:       STK            Security ID:  862111200
Meeting Date: APR 27, 2005   Meeting Type: Annual
Record Date:  MAR 4, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director Charles E. Foster         For       For        Management


                                       12



1.3   Elect  Director Mercedes Johnson          For       For        Management
1.4   Elect  Director William T. Kerr           For       Withhold   Management
1.5   Elect  Director Robert E. Lee             For       Withhold   Management
1.6   Elect  Director Patrick J. Martin         For       For        Management
1.7   Elect  Director Judy C. Odom              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Inclusion of Abstention Votes to the      Against   For        Shareholder
      Total Number of Votes Cast for a Proposal


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

TECHNOLOGY INVESTMENT CAPITAL CORP.

Ticker:       TICC           Security ID:  878717305
Meeting Date: JUN 8, 2005    Meeting Type: Annual
Record Date:  APR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles M. Royce          For       Withhold   Management
1.2   Elect  Director Steven P. Novak           For       For        Management
2     Ratify Auditors                           For       For        Management


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

TOP TANKERS INC.

Ticker:       TOPT           Security ID:  Y8897Y107
Meeting Date: JUN 30, 2005   Meeting Type: Annual
Record Date:  MAY 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael G. Docherty       For       For        Management
1.2   Elect  Director Roy Gibbs                 For       For        Management
2     AMENDMENT OF THE ARTICLES OF              For       Against    Management
      INCORPORATION TO INCREASE THE AUTHORIZED
      COMMON STOCK TO 100,000,000 SHARES OF
      COMMON STOCK.


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

TRUSTREET PROPERTIES INC

Ticker:       TSY            Security ID:  898404108
Meeting Date: JUN 23, 2005   Meeting Type: Annual
Record Date:  APR 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert A. Bourne          For       For        Management
1.2   Elect  Director G. Steven Dawson          For       For        Management
1.3   Elect  Director G. Richard Hostetter      For       For        Management
1.4   Elect  Director Richard C. Huseman        For       For        Management
1.5   Elect  Director James H. Kropp            For       For        Management
1.6   Elect  Director J. Joseph Kruse           For       For        Management
1.7   Elect  Director Curtis B. McWilliams      For       For        Management
1.8   Elect  Director James M. Seneff, Jr.      For       For        Management
1.9   Elect  Director Robert J. Stetson         For       For        Management


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

                                       13


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

TSAKOS ENERGY NAVIGATION LTD.(FORMERLY MIF LIMITED)

Ticker:       TNP            Security ID:  G9108L108
Meeting Date: MAY 25, 2005   Meeting Type: Annual
Record Date:  APR 13, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mr. T. Janholt            For       For        Management
1.2   Elect  Director Mr. M. Jolliffe           For       For        Management
1.3   Elect  Director Mr. A. Plakopitas         For       For        Management
2     APPROVAL OF THE FINANCIAL STATEMENTS FOR  For       For        Management
      THE YEAR ENDED DECEMBER 31, 2004,
      TOGETHER WITH THE AUDITORS  REPORT.
3     Ratify Auditors                           For       For        Management
4     INCREASE OF THE AUTHORIZED SHARE CAPITAL  For       Against    Management
      OF THE COMPANY.
5     AUTHORIZATION OF THE REMUNERATION OF      For       For        Management
      DIRECTORS.


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

UNIT CORPORATION

Ticker:       UNT            Security ID:  909218109
Meeting Date: MAY 4, 2005    Meeting Type: Annual
Record Date:  MAR 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director King P. Kirchner          For       For        Management
1.2   Elect  Director Don Cook                  For       For        Management
1.3   Elect  Director J. Michael Adcock         For       For        Management
2     Ratify Auditors                           For       For        Management


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

UTSTARCOM, INC.

Ticker:       UTSI           Security ID:  918076100
Meeting Date: MAY 13, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Allen Lenzmeier           For       For        Management
1.2   Elect  Director Larry D. Horner           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


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

VALERO LP

Ticker:       VLI            Security ID:  91913W104
Meeting Date: MAR 11, 2005   Meeting Type: Special
Record Date:  JAN 24, 2005

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

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

                                       14


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 3, 2005    Meeting Type: Annual
Record Date:  APR 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Douglas N. Daft           For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director John D. Opie              For       For        Management
1.7   Elect  Director J. Paul Reason            For       For        Management
1.8   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.9   Elect  Director Jack C. Shewmaker         For       For        Management
1.10  Elect  Director Jose H. Villarreal        For       For        Management
1.11  Elect  Director John T. Walton            For       For        Management
1.12  Elect  Director S. Robson Walton          For       For        Management
1.13  Elect  Director Christopher J. Williams   For       For        Management
1.14  Elect  Director Linda S. Wolf             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Executive Compensation          Against   For        Shareholder
5     Prepare Sustainability Report             Against   For        Shareholder
6     Report on Stock Option Distribution by    Against   For        Shareholder
      Race and Gender
7     Report on Political Contributions         Against   Against    Shareholder
8     Prepare Equal Opportunity Report          Against   For        Shareholder
9     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
10    Require Majority of Independent Directors Against   Against    Shareholder
      on Board
11    Performance- Based/Indexed Options        Against   Against    Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 26, 2005   Meeting Type: Annual
Record Date:  MAR 8, 2005

#     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       Withhold   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


                                       15


2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Policy on Payday Lenders            Against   Against    Shareholder
5     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending
6     Performance- Based/Indexed Options        Against   For        Shareholder
7     Limit Executive Compensation              Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   For        Shareholder


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

XL CAPITAL LTD (FORMERLY EXEL LTD. )

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 29, 2005   Meeting Type: Annual
Record Date:  MAR 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael P. Esposito, Jr   For       For        Management
1.2   Elect  Director Robert R. Glauber         For       For        Management
1.3   Elect  Director Cyril Rance               For       For        Management
1.4   Elect  Director Ellen E. Thrower          For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO APPROVE THE AMENDMENT AND RESTATEMENT  For       For        Management
      OF THE COMPANY S 1991 PERFORMANCE
      INCENTIVE PROGRAM.

========== END NPX REPORT






                                       16





                                   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 17, 2005





                                       17