EX.99.CERT
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Carter E. Anthony, President and Principal Executive Officer, certify that:
1. I have reviewed this report on Form N-CSR of RMK Strategic Income
Fund, Inc. (the "Fund");
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash
flows) of the Fund as of, and for, the periods presented in this
report;
4. The Fund's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Rule 30a-3(c) under the Investment Company Act of
1940) and internal control over financial reporting (as defined in
Rule 30a-3(d) under the Investment Company Act of 1940) for the
Fund and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the Fund, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Fund's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the Fund's internal
control over financial reporting that occurred during the
Fund's second fiscal quarter of the period covered by this
report that has materially affected, or is reasonably likely
to materially affect, the Fund's internal control over
financial reporting; and
5. The Fund's other certifying officer(s) and I have disclosed to the
Fund's auditors and the audit committee of the Fund's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
Fund's ability to record, process, summarize, and report
financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the Fund's internal control over financial reporting.
Date: December 7, 2005 /s/ Carter E. Anthony
-----------------------------------------------
Carter E. Anthony, President and Principal
Executive Officer
EX.99.CERT
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Joseph C. Weller, Treasurer and Principal Financial Officer, certify that:
1. I have reviewed this report on Form N-CSR of RMK Strategic Income
Fund, Inc. (the "Fund");
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash
flows) of the Fund as of, and for, the periods presented in this
report;
4. The Fund's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Rule 30a-3(c) under the Investment Company Act of
1940) and internal control over financial reporting (as defined in
Rule 30a-3(d) under the Investment Company Act of 1940) for the
Fund and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the Fund, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Fund's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the Fund's internal
control over financial reporting that occurred during the
Fund's second fiscal quarter of the period covered by this
report that has materially affected, or is reasonably likely
to materially affect, the Fund's internal control over
financial reporting; and
5. The Fund's other certifying officer(s) and I have disclosed to the
Fund's auditors and the audit committee of the Fund's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
Fund's ability to record, process, summarize, and report
financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the Fund's internal control over financial reporting.
Date: December 7, 2005 /s/ Joseph C. Weller
-----------------------------------------------
Joseph C. Weller, Treasurer and Principal
Financial Officer