As filed with the Securities and Exchange Commission on August 22, 2006 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 ALLEN B. MORGAN, JR. 50 North Front Street Memphis, Tennessee 38103 (Name and Address of Agent for Service) Copies to: ARTHUR J. BROWN, ESQ. Kirkpatrick & Lockhart Nicholson Graham LLP 1601 K Street, 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, 2006 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 (ss.ss. 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. ss.. 3507. ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21487 Reporting Period: 07/01/2005 - 06/30/2006 RMK Strategic Income Fund, Inc. ======================== RMK STRATEGIC INCOME FUND INC. ======================== ACTIVISION, INC. Ticker: ATVI Security ID: 004930202 Meeting Date: SEP 15, 2005 Meeting Type: Annual Record Date: JUL 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert A. Kotick For For Management 1.2 Elect Director Brian G. Kelly For For Management 1.3 Elect Director Ronald Doornink For For Management 1.4 Elect Director Robert J. Corti For For Management 1.5 Elect Director Barbara S. Isgur For For Management 1.6 Elect Director Robert J. Morgado For For Management 1.7 Elect Director Peter J. Nolan For For Management 1.8 Elect Director Richard Sarnoff For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plans 4 Other Business For Against Management - -------------------------------------------------------------------------------- ALPHA NATURAL RESOURCES, INC. Ticker: ANR Security ID: 02076X102 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: APR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Linn Draper, Jr. For For Management 1.2 Elect Director Glenn A. Eisenberg For For Management 1.3 Elect Director John W. Fox, Jr. For For Management 1.4 Elect Director Fritz R. Kundrun For For Management 1.5 Elect Director Hans J. Mende For Withhold Management 1.6 Elect Director Michael J. Quillen For For Management 1.7 Elect Director Ted G. Wood For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN CAPITAL STRATEGIES, LTD. Ticker: ACAS Security ID: 024937104 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Philip R. Harper For For Management 1.2 Elect Director Kenneth D. Peterson For For Management 1.3 Elect Director Malon Wilkus For For Management 2 Approve Stock Option Plan For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ARTHUR J. GALLAGHER & CO. Ticker: AJG Security ID: 363576109 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.P. Gallagher, Jr. For For Management 1.2 Elect Director Ilene S. Gordon For For Management 1.3 Elect Director James R. Wimmer For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ATI TECHNOLOGIES INC. Ticker: ATY Security ID: 001941103 Meeting Date: JAN 26, 2006 Meeting Type: Annual Record Date: DEC 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John E. Caldwell For For Management 1.2 Elect Director Ronald Chwang For For Management 1.3 Elect Director James D. Fleck For For Management 1.4 Elect Director Alan D. Horn For For Management 1.5 Elect Director David E. Orton For For Management 1.6 Elect Director Paul Russo For For Management 1.7 Elect Director Robert A. Young For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Remuneration of Auditors - -------------------------------------------------------------------------------- BOIS D ARC ENERGY LLC Ticker: BDE Security ID: 09738U103 Meeting Date: JUN 2, 2006 Meeting Type: Annual Record Date: APR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John L. Duvieilh For Withhold Management 1.2 Elect Director David K. Lockett For For Management 1.3 Elect Director David W. Sledge For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CASCADE MICROTECH INC Ticker: CSCD Security ID: 147322101 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Keith L. Barnes For For Management 2 Amend Stock Option Plan For Against Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 14, 2006 Meeting Type: Annual Record Date: APR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David R. Goode For For Management 1.2 Elect Director James W. Owens For For Management 1.3 Elect Director Charles D. Powell For For Management 1.4 Elect Director Joshua I. Smith For For Management 2 Increase Authorized Common Stock For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management 6 Declassify the Board of Directors Against For Shareholder 7 Separate Chairman and CEO Positions Against For Shareholder 8 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- CEMEX S.A. Ticker: CX Security ID: 151290889 Meeting Date: APR 27, 2006 Meeting Type: Special Record Date: MAR 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 PROPOSAL TO SPLIT EACH OF THE COMPANY S For For Management ORDINARY COMMON SHARES SERIES A AND SERIES B SHARES AND AMEND ARTICLE 6 OF THE COMPANY S BY-LAWS. 2 PROPOSAL TO CHANGE THE COMPANY S BY-LAWS. For For Management 3 APPOINTMENT OF DELEGATES TO FORMALIZE THE For For Management RESOLUTIONS ADOPTED AT THE MEETING AND THE CHANGES IN THE COMPANY S BY-LAWS OR ESTATUTOS SOCIALES, IF APPLICABLE. 4 APPROVAL OF THE FINANCIAL STATEMENTS FOR For For Management THE FISCAL YEAR ENDED DECEMBER 31, 2005. 5 ALLOCATION OF PROFITS AND THE MAXIMUM For For Management AMOUNT OF FUNDS TO BE USED FOR THE PURCHASE OF COMPANY SHARES. 6 PROPOSAL TO INCREASE THE CAPITAL STOCK OF For For Management THE COMPANY IN ITS VARIABLE PORTION. 7 APPOINTMENT OF DIRECTORS AND STATUTORY For For Management AUDITORS, AND PRESIDENT OF THE AUDIT COMMITTEE AND SOCIETAL PRACTICES. 8 COMPENSATION OF DIRECTORS, STATUTORY For For Management AUDITORS AND AUDIT AND SOCIETAL PRACTICES COMMITTEE. 9 APPOINTMENT OF DELEGATES TO FORMALIZE THE For For Management RESOLUTIONS ADOPTED AT THE MEETING. - -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 15, 2005 Meeting Type: Annual Record Date: SEP 16, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol A. Bartz For For Management 1.2 Elect Director M. Michele Burns For For Management 1.3 Elect Director Larry R. Carter For For Management 1.4 Elect Director John T. Chambers For For Management 1.5 Elect Director Dr. John L. Hennessy For For Management 1.6 Elect Director Richard M. Kovacevich For For Management 1.7 Elect Director Roderick C. McGeary For For Management 1.8 Elect Director James C. Morgan For For Management 1.9 Elect Director John P. Morgridge For For Management 1.10 Elect Director Steven M. West For For Management 1.11 Elect Director Jerry Yang For For Management 2 Approve Stock Option Plan For For Management 3 Ratify Auditors For For Management 4 Review/Limit Executive Compensation Against For Shareholder 5 Report on Pay Disparity Against Against Shareholder 6 Report on Human Rights Policy Against Against Shareholder - -------------------------------------------------------------------------------- CITIZENS COMMUNICATIONS CO. Ticker: CZN Security ID: 17453B101 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathleen Q. Abernathy For For Management 1.2 Elect Director Leroy T. Barnes, Jr. For For Management 1.3 Elect Director Jeri Finard For For Management 1.4 Elect Director Lawton Wehle Fitt For For Management 1.5 Elect Director Stanley Harfenist For For Management 1.6 Elect Director William M. Kraus For For Management 1.7 Elect Director Howard L. Schrott For For Management 1.8 Elect Director Larraine D. Segil For For Management 1.9 Elect Director Bradley E. Singer For For Management 1.10 Elect Director Edwin Tornberg For For Management 1.11 Elect Director David H. Ward For For Management 1.12 Elect Director Myron A. Wick, III For For Management 1.13 Elect Director Mary Agnes Wilderotter For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan 3 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COMPTON PETROLEUM CORPORATION Ticker: CMZ Security ID: 204940100 Meeting Date: MAY 10, 2006 Meeting Type: Annual/Special Record Date: MAR 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Directors Mel F. Belich, Irvine J. For For Management Koop, John W. Preston, Jeffrey T. Smith, Ernie G. Sapieha and John A. Thomson 2 Ratify Grant Thornton LLP as Auditors and For For Management Authorize Board to Fix Remuneration of Auditors 3 Adopt or Amend Shareholder Rights Plan For Against Management (Poison Pill) - -------------------------------------------------------------------------------- CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Ticker: CNSL Security ID: 209034107 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 29, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard A. Lumpkin For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CREE, INC. Ticker: CREE Security ID: 225447101 Meeting Date: NOV 3, 2005 Meeting Type: Annual Record Date: SEP 13, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles M. Swoboda For Withhold Management 1.2 Elect Director John W. Palmour, Ph.D. For Withhold Management 1.3 Elect Director Dolph W. Von Arx For Withhold Management 1.4 Elect Director James E. Dykes For Withhold Management 1.5 Elect Director Robert J. Potter, Ph.D. For Withhold Management 1.6 Elect Director Harvey A. Wagner For Withhold Management 2 Approve Qualified Employee Stock Purchase For For Management Plan 3 Amend Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CYTEC INDUSTRIES INC. Ticker: CYT Security ID: 232820100 Meeting Date: MAY 2, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barry C. Johnson For For Management 1.2 Elect Director James R. Stanley For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DEERE & CO. Ticker: DE Security ID: 244199105 Meeting Date: FEB 22, 2006 Meeting Type: Annual Record Date: DEC 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Crandall C. Bowles For For Management 1.2 Elect Director Vance D. Coffman For For Management 1.3 Elect Director Arthur L. Kelly For For Management 1.4 Elect Director Thomas H. Patrick For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DIRECT GENERAL CORP. Ticker: DRCT Security ID: 25456W204 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond L. Osterhout For For Management 1.2 Elect Director Stephen L. Rohde For For Management - -------------------------------------------------------------------------------- DOLLAR GENERAL CORP. Ticker: DG Security ID: 256669102 Meeting Date: MAY 31, 2006 Meeting Type: Annual Record Date: MAR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David L. Bere For For Management 1.2 Elect Director Dennis C. Bottorff For For Management 1.3 Elect Director Barbara L. Bowles For For Management 1.4 Elect Director Reginald D. Dickson For For Management 1.5 Elect Director E. Gordon Gee For For Management 1.6 Elect Director Barbara M. Knuckles For For Management 1.7 Elect Director David A. Perdue For For Management 1.8 Elect Director J. Neal Purcell For For Management 1.9 Elect Director James D. Robbins For For Management 1.10 Elect Director David M. Wilds For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- EDUCATION REALTY TRUST, INC. Ticker: EDR Security ID: 28140H104 Meeting Date: MAY 24, 2006 Meeting Type: Annual Record Date: APR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul O. Bower For For Management 1.2 Elect Director Monte J. Barrow For For Management 1.3 Elect Director William J. Cahill, III For For Management 1.4 Elect Director Randall L. Churchey For For Management 1.5 Elect Director John L. Ford For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ENCANA CORPORATION Ticker: ECA Security ID: 292505104 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael N. Chernoff For For Management 1.2 Elect Director Ralph S. Cunningham For For Management 1.3 Elect Director Patrick D. Daniel For For Management 1.4 Elect Director Ian W. Delaney For For Management 1.5 Elect Director Randall K. Eresman For For Management 1.6 Elect Director Michael A. Grandin For For Management 1.7 Elect Director Barry W. Harrison For For Management 1.8 Elect Director Dale A. Lucas For For Management 1.9 Elect Director Ken F. McCready For For Management 1.10 Elect Director Gwyn Morgan For For Management 1.11 Elect Director Valerie A.A. Nielsen For For Management 1.12 Elect Director David P. O'Brien For For Management 1.13 Elect Director Jane L. Peverett For For Management 1.14 Elect Director Dennis A. Sharp For For Management 1.15 Elect Director James M. Stanford For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Remuneration of Auditors - -------------------------------------------------------------------------------- ENSCO INTERNATIONAL, INC. Ticker: ESV Security ID: 26874Q100 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerald W. Haddock For For Management 1.2 Elect Director Paul E. Rowsey, III For For Management 1.3 Elect Director Carl F. Thorne For For Management 1.4 Elect Director Daniel W. Rabun For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FAIRPOINT COMMUNICATIONS INC Ticker: FRP Security ID: 305560104 Meeting Date: APR 24, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene B. Johnson For For Management 1.2 Elect Director P Garrison-Corbin For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- FLEXTRONICS INTERNATIONAL LTD. Ticker: FLEX Security ID: Y2573F102 Meeting Date: SEP 20, 2005 Meeting Type: Annual Record Date: JUL 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mr. James A. Davidson For For Management 1.2 Elect Director Mr. Lip-Bu Tan For For Management 2 RE-APPOINTMENT OF MR. PATRICK FOLEY AS A For For Management DIRECTOR OF THE COMPANY. 3 Ratify Auditors For For Management 4 TO APPROVE THE AUTHORIZATION FOR THE For For Management DIRECTORS OF THE COMPANY TO ALLOT AND ISSUE ORDINARY SHARES. 5 TO APPROVE THE DIRECTOR CASH COMPENSATION For For Management AND ADDITIONAL CASH COMPENSATION FOR THE CHAIRMAN OF THE AUDIT COMMITTEE (IF APPOINTED) AND FOR COMMITTEE PARTICIPATION. 6 TO APPROVE THE PROPOSED RENEWAL OF THE For For Management SHARE PURCHASE MANDATE RELATING TO ACQUISITIONS BY THE COMPANY OF ITS OWN ISSUED ORDINARY SHARES. - -------------------------------------------------------------------------------- FORDING CANADIAN COAL TRUST Ticker: FDGU Security ID: 345425102 Meeting Date: MAY 2, 2006 Meeting Type: Annual/Special Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect LLoyd Barber as Trustee For For Management 2 Elect Michael Grandin as Trustee For For Management 3 Elect Michael Parrett as Trustee For For Management 4 Elect Harry Schaefer as Trustee For For Management 5 Elect Peter Valentine as Trustee For For Management 6 Elect Robert Wright as Trustee For For Management 7 Elect John Zaozirny as Trustee For For Management 8.1 Elect Dawn Farrell as Director For For Management 8.2 Elect Michael Grandin as Director For For Management 8.3 Elect Donald Lindsay as Director For For Management 8.4 Elect Robert Mahler as Director For For Management 8.5 Elect Thomas O'Neil as Director For For Management 8.6 Elect Michael Parrett as Director For For Management 8.7 Elect Harry Schaefer as Director For For Management 8.8 Elect David Thompson as Director For For Management 9 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Remuneration of Auditors 10 Approve Arrangement Resolution For For Management 11 Amend Declaration of Trust For For Management 12 Amend Shareholder Rights Plan For For Management 13 Amend Phantom Unit Plan For Against Management - -------------------------------------------------------------------------------- FRONTLINE LTD. (FORMERLY LONDON & OVERSEAS FREIGHTERS) Ticker: FRO Security ID: G3682E127 Meeting Date: NOV 30, 2005 Meeting Type: Annual Record Date: OCT 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RE-ELECT JOHN FREDRIKSEN AS A DIRECTOR For Against Management OF 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 TO RE-ELECT AS A DIRECTOR OF THE COMPANY, For For Management FRIXOS SAVVIDES, WHO WAS APPOINTED TO FILL A VACANCY AND, BEING ELIGIBLE, OFFERED HIMSELF FOR RE-ELECTION. 5 Ratify Auditors For For Management 6 TO TRANSACT OTHER SUCH BUSINESS AS MAY For Against Management PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. - -------------------------------------------------------------------------------- GLOBAL INDUSTRIES, LTD. Ticker: GLBL Security ID: 379336100 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William J. Dore For For Management 1.2 Elect Director John A. Clerico For For Management 1.3 Elect Director Edward P. Djerejian For For Management 1.4 Elect Director Larry E. Farmer For For Management 1.5 Elect Director Edgar G. Hotard For For Management 1.6 Elect Director Richard A. Pattarozzi For For Management 1.7 Elect Director James L. Payne For For Management 1.8 Elect Director Michael J. Pollock For For Management 1.9 Elect Director Luis K. Tellez For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HOME DEPOT, INC. (THE) Ticker: HD Security ID: 437076102 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory D. Brenneman For Withhold Management 1.2 Elect Director John L. Clendenin For Withhold Management 1.3 Elect Director Claudio X. Gonzalez For Withhold Management 1.4 Elect Director Milledge A. Hart, III For Withhold Management 1.5 Elect Director Bonnie G. Hill For Withhold Management 1.6 Elect Director Laban P. Jackson, Jr. For Withhold Management 1.7 Elect Director Lawrence R. Johnston For Withhold Management 1.8 Elect Director Kenneth G. Langone For Withhold Management 1.9 Elect Director Angelo R. Mozilo For For Management 1.10 Elect Director Robert L. Nardelli For Withhold Management 1.11 Elect Director Thomas J. Ridge For Withhold Management 2 Ratify Auditors For For Management 3 Increase Disclosure of Executive Against For Shareholder Compensation 4 Report on EEOC-Related Activities Against For Shareholder 5 Separate Chairman and CEO Positions Against For Shareholder 6 Require a Majority Vote for the Election Against For Shareholder of Directors 7 Submit Supplemental Executive Retirement Against For Shareholder Plans to Shareholder vote 8 Report on Political Contributions Against For Shareholder 9 Increase Disclosure of Executive Against For Shareholder Compensation 10 Affirm Political Non-partisanship Against Against Shareholder - -------------------------------------------------------------------------------- INFOCROSSING INC. Ticker: IFOX Security ID: 45664X109 Meeting Date: JUN 15, 2006 Meeting Type: Annual Record Date: APR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter J. Dapuzzo For For Management 1.2 Elect Director Howard L. Waltman For For Management 2 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- INPHONIC INC Ticker: INPC Security ID: 45772G105 Meeting Date: JUN 22, 2006 Meeting Type: Annual Record Date: APR 25, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ira Brind For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INTERNATIONAL COAL GROUP, INC. Ticker: ICO Security ID: 45928H106 Meeting Date: MAY 26, 2006 Meeting Type: Annual Record Date: APR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maurice E. Carino, Jr. For For Management 1.2 Elect Director Stanley N. Gaines For For Management 2 Ratify Auditors For For Management 3 Other Business For Against Management - -------------------------------------------------------------------------------- IOWA TELECOMMUNICATIONS SERVICES, INC. Ticker: IWA Security ID: 462594201 Meeting Date: JUN 15, 2006 Meeting Type: Annual Record Date: APR 25, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman C. Frost For For Management 1.2 Elect Director Brian G. Hart For For Management 1.3 Elect Director Kevin R. Hranicka For For Management 1.4 Elect Director Craig A. Lang For For Management 1.5 Elect Director Kendrik E. Packer For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- J. C. PENNEY CO., INC (HLDG CO) Ticker: JCP Security ID: 708160106 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Vernon E. Jordan, Jr. For For Management 1.2 Elect Director Burl Osborne For For Management 1.3 Elect Director Mary Beth Stone West For For Management 1.4 Elect Director R. Gerald Turner For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Performance-Based Equity Awards Against Against Shareholder - -------------------------------------------------------------------------------- KKR FINANCIAL CORP. Ticker: KFN Security ID: 482476306 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William F. Aldinger For For Management 1.2 Elect Director Patrick Cowell For For Management 1.3 Elect Director Kenneth M. Deregt For For Management 1.4 Elect Director Vincent Paul Finigan For For Management 1.5 Elect Director Saturnino S. Fanlo For For Management 1.6 Elect Director Paul M. Hazen For For Management 1.7 Elect Director R. Glenn Hubbard For For Management 1.8 Elect Director Ross J. Kari For For Management 1.9 Elect Director Ely L. Licht For For Management 1.10 Elect Director Deborah H. McAneny For For Management 1.11 Elect Director Scott C. Nuttall For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- KORN FERRY INTERNATIONAL Ticker: KFY Security ID: 500643200 Meeting Date: SEP 13, 2005 Meeting Type: Annual Record Date: JUL 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank V. Cahouet For For Management 1.2 Elect Director Gerhard Schulmeyer For For Management 1.3 Elect Director Harry You For For Management 2 Ratify Auditors For For Management 3 Other Business For Against Management - -------------------------------------------------------------------------------- L-3 COMMUNICATIONS HOLDINGS, INC. Ticker: LLL Security ID: 502424104 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter A. Cohen For For Management 1.2 Elect Director Robert B. Millard For For Management 1.3 Elect Director Arthur L. Simon For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- LLOYDS TSB GROUP PLC (FORMERLY TSB GROUP) Ticker: LYG Security ID: 539439109 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: APR 4, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 RECEIVING THE REPORT AND ACCOUNTS For For Management 2 APPROVAL OF THE DIRECTORS REMUNERATION For For Management REPORT 3.1 Elect Director Sir Victor Blank For For Management 3.2 Elect Director Ms T A Dial For For Management 3.3 Elect Director Mr J P Du Plessis For For Management 3.4 Elect Director Lord Leitch For For Management 4 RE-ELECTION OF DIRECTOR: MR A G KANE For For Management 5 Ratify Auditors For For Management 6 AUDITORS REMUNERATION For For Management 7 DIRECTORS AUTHORITY TO ALLOT SHARES For For Management 8 DIRECTORS POWER TO ISSUE SHARES FOR CASH For For Management 9 AUTHORITY TO PURCHASE ITS SHARES For For Management 10 APPROVAL OF A NEW LONG-TERM INCENTIVE For For Management PLAN 11 AUTHORITY FOR THE COMPANY, TO MAKE For For Management POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE: LLOYDS TSB GROUP PLC 12 AUTHORITY FOR THE COMPANY, TO MAKE For For Management POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE: LLOYDS TSB BANK PLC 13 AUTHORITY FOR THE COMPANY, TO MAKE For For Management POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE: LLOYDS TSB SCOTLAND PLC 14 AUTHORITY FOR THE COMPANY, TO MAKE For For Management POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE: SCOTTISH WIDOWS PLC 15 AUTHORITY FOR THE COMPANY, TO MAKE For For Management POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE: CHELTENHAM & GLOUCESTER PLC 16 AUTHORITY FOR THE COMPANY, TO MAKE For For Management POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE: LLOYDS TSB ASSET FINANCE DIVISION LIMITED 17 AMENDMENTS TO THE MEMORANDUM AND ARTICLES For For Management OF ASSOCIATION 18 DIRECTORS FEES For For Management - -------------------------------------------------------------------------------- LONE STAR TECHNOLOGIES, INC. Ticker: LSS Security ID: 542312103 Meeting Date: APR 24, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Rhys J Best For For Management 1.2 Elect Director Frederick B. Hegi. Jr For For Management 1.3 Elect Director M Joseph Mchugh For For Management 1.4 Elect Director Dan O. Dinges For For Management 1.5 Elect Director David A Reed For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MACQUARIE INFRASTRUCTURE COMPANY TRUST Ticker: MIC Security ID: 55607X108 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: APR 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Norman H. Brown, Jr. For For Management 1.2 Elect Director George W. Carmany, III For For Management 1.3 Elect Director William H. Webb For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MAGELLAN MIDSTREAM PARTNERS LP Ticker: MMP Security ID: 559080106 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director N. John Lancaster, Jr. For Withhold Management 1.2 Elect Director George A. O'Brien,, Jr. For For Management 1.3 Elect Director Thomas S. Souleles For Withhold Management - -------------------------------------------------------------------------------- MANPOWER INC. Ticker: MAN Security ID: 56418H100 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey A. Joerres For For Management 1.2 Elect Director John R. Walter For For Management 1.3 Elect Director Marc J. Bolland For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Implement MacBride Principles Against Against Shareholder - -------------------------------------------------------------------------------- MASCO CORP. Ticker: MAS Security ID: 574599106 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: MAR 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas G. Denomme For For Management 1.2 Elect Director Richard A. Manoogian For For Management 1.3 Elect Director Mary Ann Van Lokeren For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MCG CAPITAL CORP Ticker: MCGC Security ID: 58047P107 Meeting Date: JUN 12, 2006 Meeting Type: Annual Record Date: MAY 12, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey M. Bucher For For Management 1.2 Elect Director Kenneth J. O'Keefe For For Management 2 Ratify Auditors For For Management 3 Approve Restricted Stock Plan For For Management 4 Approve Non-Employee Director Restricted For For Management Stock Plan - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 9, 2005 Meeting Type: Annual Record Date: SEP 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash Jr. For For Management 1.4 Elect Director Dina Dublon For For Management 1.5 Elect Director Raymond V. Gilmartin For For Management 1.6 Elect Director A. Mclaughlin Korologos For For Management 1.7 Elect Director David F. Marquardt For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Helmut Panke For For Management 1.10 Elect Director Jon A. Shirley For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MITTAL STEEL COMPANY NV (FRMELY ISPAT INTERNATIONAL NV) Ticker: MT Security ID: 60684P101 Meeting Date: JUN 30, 2006 Meeting Type: Special Record Date: MAY 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE MIXED CASH AND EXCHANGE For For Management OFFER FOR THE ISSUED AND OUTSTANDING SHARE CAPITAL AND EQUITY SECURITIES OF ARCELOR S.A. 2 PROPOSAL TO REDUCE THE COMPANY S CURRENT For For Management ISSUED SHARE CAPITAL, SUCH REDUCTION WITH EFFECT FROM THE DATE OF AMENDMENT OF THE COMPANY S ARTICLES OF ASSOCIATION REFERRED TO IN AGENDA ITEM 4. 3 PROPOSAL TO AMEND THE COMPANY S ARTICLES For For Management OF ASSOCIATION AND TO AUTHORIZE EACH MEMBER OF THE MANAGING BOARD AS WELL AS EACH LAWYER AND PARALEGAL PRACTICING WITH NAUTADUTILH N.V. TO IMPLEMENT THE AMENDMENT OF THE COMPANY S ARTICLES OF ASSOCIATION. 4 PROPOSAL TO EXTEND THE AUTHORITY OF THE For For Management MANAGING BOARD FOR A PERIOD OF ONE YEAR TO ISSUE AND/OR GRANT RIGHTS TO SUBSCRIBE FOR SHARES WITH RESPECT TO SUCH NUMBER OF CLASS A SHARES TO BE ISSUED PURSUANT TO THE OFFER, SUCH ISSUANCE BEING CONDITIONAL UPON CL 5 PROPOSAL BY THE MANAGING BOARD TO APPOINT For For Management MR. FRANCOIS H. PINAULT AS DIRECTOR C , FOR A ONE YEAR TERM ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD IN 2007. - -------------------------------------------------------------------------------- MITTAL STEEL COMPANY NV (FRMELY ISPAT INTERNATIONAL NV) Ticker: MT Security ID: 60684P101 Meeting Date: MAY 9, 2006 Meeting Type: Annual Record Date: APR 11, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 PROPOSAL TO APPROVE THE MIXED CASH AND None Abstain Management EXCHANGE OFFER FOR THE ISSUED AND OUTSTANDING SHARE CAPITAL AND EQUITY SECURITIES OF ARCELOR S.A. PURSUANT TO ARTICLE 2:107A DUTCH CIVIL CODE (THE OFFER ) 2 PROPOSAL TO REDUCE THE COMPANY S CURRENT None Abstain Management ISSUED SHARE CAPITAL, SUCH REDUCTION BEING CONDITIONAL UPON CLOSING OF THE OFFER AND THE EXCHANGE OF NEWLY ISSUED CLASS A SHARES FOR CERTAIN ARCELOR SECURITIES PURSUANT THERETO, AND WITH EFFECT FROM THE DATE OF AM 3 PROPOSAL TO AMEND THE COMPANY S ARTICLES None Abstain Management OF ASSOCIATION, SUCH AMENDMENT BEING CONDITIONAL UPON COMPLETION OF THE OFFER, AND TO AUTHORISE EACH MEMBER OF THE MANAGING BOARD AS WELL AS EACH LAWYER AND PARALEGAL PRACTICING WITH NAUTADUTILH N.V. TO IMPLEMENT 4 PROPOSAL TO EXTEND THE AUTHORITY OF THE None Abstain Management MANAGING BOARD FOR A PERIOD OF ONE (1) YEAR (UNTIL THE ANNUAL MEETING TO BE HELD IN 2007) TO ISSUE AND/OR GRANT RIGHTS TO SUBSCRIBE FOR SHARES WITH RESPECT TO SUCH NUMBER OF CLASS A SHARES TO BE ISSUED PURSUANT TO 5 PROPSOAL TO EXTEND THE AUTHORITY OF THE For For Management MANAGING BOARD FOR A PERIOD OF ONE (1) YEAR (UNTIL THE ANNUAL MEETING TO BE HELD IN 2007) TO ISSUE AND/OR GRANT RIGHTS TO SUBSCRIBE FOR SHARES WITH RESPECT TO TEN PERCENT (10%) OF THE UNISSUED CLASS A SHARES IN WHI 6 PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR For For Management FISCAL 2005. 7 PROPOSAL TO CONTINUE TO PAY A QUARTERLY For For Management DIVIDEND OF US$0.125 PER SHARE, SUBJECT TO FINAL DETERMINATION BY THE MANAGING BOARD. 8 PROPOSAL TO APPROVE THE MANAGEMENT For For Management PERFORMED BY THE DIRECTORS A OF THE MANAGING BOARD DURING FISCAL 2005,INCLUDING DISCHARGE OF THE DIRECTORS A OF THE MANAGING BOARD FROM LIABILITY IN RESPECT OF THE EXERCISE OF THEIR DUTIES DURING FISCAL 2005. 9 PROPOSAL TO APPROVE THE SUPERVISION For For Management PERFORMED BY THE DIRECTORS C OF THE MANAGING BOARD DURING FISCAL 2005, INCLUDING DISCHARGE OF THE DIRECTORS C OF THE MANAGING BOARD FROM LIABILITY IN RESPECT OF THE EXERCISE OF THEIR DUTIES DURING FISCAL 2005. 10 PROPOSAL BY THE HOLDERS OF THE CLASS B For For Management SHARES (IN COMPLIANCE WITH ARTICLE 18.4 OF THE COMPANY S ARTICLES OF ASSOCIATION) TO RE-APPOINT MESSRS. ANDRES ROZENTAL, NARAYANAN VAGHUL, MUNI KRISHNA T. REDDY AND RENE GERARD LOPEZ, LEWIS B. KADEN AND WILBUR LOUIS 11 PROPOSAL TO DESIGNATE MRS. USHA MITTAL, For For Management AS THE PERSON REFERRED TO IN ARTICLE 23 OF THE COMPANY S ARTICLES OF ASSOCIATION. 12 PROPOSAL TO RE-APPOINT DELOITTE For For Management ACCOUNTANTS AS THE REGISTERED ACCOUNTANTS OF THE COMPANY. 13 PROPSOSAL TO DESIGINATE THE MANAGING For For Management BOARD AS AUTHORISED CORPORATE BODY (ORGAAN) TO REPURCHASE CLASS A SHARES IN THE CAPITAL OF THE COMPANY UNTIL 8 NOVEMBER 2007. 14 PROPSOAL TO AMEND THE COMPANY S STOCK For Against Management OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR AWARDS GRANTED UNDER THE PLAN TO 20,000,000 CLASS A SHARES. 15 PROPOSAL TO EXTEND THE AUTHORITY OF THE For For Management MANAGING BOARD FOR A PERIOD OF ONE (1) YEAR (UNTIL THE ANNUAL MEETING TO BE HELD IN 2007) TO LIMIT OR EXECUTE THE PRE-EMPTIVE RIGHTS TO CLASS A SHARES IN THE CAPITAL OF THE COMPANY. - -------------------------------------------------------------------------------- MOTOROLA, INC. Ticker: MOT Security ID: 620076109 Meeting Date: MAY 1, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Zander For For Management 1.2 Elect Director H.L. Fuller For Against Management 1.3 Elect Director J. Lewent For For Management 1.4 Elect Director T. Meredith For For Management 1.5 Elect Director N. Negroponte For For Management 1.6 Elect Director I. Nooyi For For Management 1.7 Elect Director S. Scott, III For For Management 1.8 Elect Director R. Sommer For For Management 1.9 Elect Director J. Stengel For For Management 1.10 Elect Director D. Warner, III For For Management 1.11 Elect Director J. White For For Management 1.12 Elect Director M. White For For Management 2 Approve Omnibus Stock Plan For For Management 3 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- NAM TAI ELECTRONICS, INC. Ticker: NTE Security ID: 629865205 Meeting Date: JUN 9, 2006 Meeting Type: Annual Record Date: APR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charles Chu For For Management 1.2 Elect Director Peter R. Kellogg For For Management 1.3 Elect Director Ming Kown Koo For For Management 1.4 Elect Director William Lo For For Management 1.5 Elect Director Stephen Seung For For Management 1.6 Elect Director Mark Waslen For For Management 2 APPROVAL OF THE APPOINTMENT OF DELOITTE For For Management TOUCHE TOHMATSU AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2006. 3 APPROVAL OF THE ADOPTION OF A NEW STOCK For For Management OPTION PLAN OF THE COMPANY (THE 2006 PLAN ) COVERING OPTIONS TO PURCHASE UP TO 2,000,000 COMMON SHARES OF THE COMPANY. A COPY OF THE 2006 PLAN IS ATTACHED AS EXHIBIT A TO THE PROXY STATEMENT ACCOMPANYING THE NOTIC - -------------------------------------------------------------------------------- NESS TECHNOLOGIES, INC. Ticker: NSTC Security ID: 64104X108 Meeting Date: JUN 26, 2006 Meeting Type: Annual Record Date: APR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Aharon Fogel For For Management 1.2 Elect Director Raviv Zoller For For Management 1.3 Elect Director Dr. Henry Kressel For For Management 1.4 Elect Director Morris Wolfson For For Management 1.5 Elect Director Dr. Satyam C. Cherukuri For For Management 1.6 Elect Director Dan S. Suesskind For For Management 1.7 Elect Director Dr. Kenneth A. Pickar For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- OMNIVISION TECHNOLOGIES, INC. Ticker: OVTI Security ID: 682128103 Meeting Date: SEP 28, 2005 Meeting Type: Annual Record Date: AUG 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond Wu For For Management 1.2 Elect Director Andrew Wang For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PACCAR INC. Ticker: PCAR Security ID: 693718108 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James C. Pigott For For Management 1.2 Elect Director Mark C. Pigott For For Management 1.3 Elect Director William G. Reed, Jr. For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Declassify the Board of Directors Against For Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- PETROCHINA COMPANY LIMITED Ticker: PTR Security ID: 71646E100 Meeting Date: MAY 26, 2006 Meeting Type: Annual Record Date: APR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO CONSIDER AND APPROVE THE REPORT OF THE For For Management BOARD OF DIRECTORS OF THE COMPANY FOR THE YEAR 2005. 2 TO CONSIDER AND APPROVE THE REPORT OF THE For For Management SUPERVISORY COMMITTEE OF THE COMPANY FOR THE YEAR 2005. 3 TO CONSIDER AND APPROVE THE AUDITED For For Management FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR 2005. 4 TO CONSIDER AND APPROVE THE DECLARATION For For Management AND PAYMENT OF A FINAL DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2005. 5 APPROVE THE AUTHORISATION OF THE BOARD OF For For Management DIRECTORS TO DETERMINE THE DISTRIBUTION OF INTERIM DIVIDEND FOR THE YEAR 2006. 6 Ratify Auditors For For Management 7 TO CONSIDER AND APPROVE THE RE-ELECTION For For Management OF MR. ZHENG HU AS A DIRECTOR OF THE COMPANY. 8 TO CONSIDER AND APPROVE THE RE-ELECTION For For Management OF MR. FRANCO BERNABE AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY. 9 AUTHORISE THE BOARD OF DIRECTORS TO ISSUE For Against Management ALLOT AND DEAL WITH ADDITIONAL DOMESTIC SHARES AND OVERSEAS LISTED FOREIGN SHARES. 10 Other Business For Against Management - -------------------------------------------------------------------------------- PETROLEO BRASILEIRO Ticker: PBR Security ID: 71654V408 Meeting Date: JUL 22, 2005 Meeting Type: Special Record Date: JUN 29, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE 300% STOCK SPLIT OF For For Management COMPANY SHARES, RESULTING IN THE DISTRIBUTION, AT NO COST, OF 3 (THREE) NEW SHARES OF THE SAME TYPE FOR 1 (ONE) SHARE HELD ON AUGUST 31, 2005, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. 2 APPROVAL TO CHANGE ARTICLE 4 OF THE For For Management COMPANY S BYLAWS IN LIGHT OF ITEM I, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. - -------------------------------------------------------------------------------- PHILIPPINE LONG DISTANCE TELEPHONE CO. Ticker: PHI Security ID: 718252604 Meeting Date: JUN 13, 2006 Meeting Type: Annual Record Date: APR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROVAL OF THE AUDITED FINANCIAL For For Management STATEMENTS FOR THE PERIOD ENDING DECEMBER 31, 2005 CONTAINED IN THE COMPANY S 2005 ANNUAL REPORT. 2.1 Elect Director Rev Fr B.F. Nebres S.J For For Management 2.2 Elect Director Mr Oscar S. Reyes For For Management 2.3 Elect Director Mr Pedro E. Roxas For For Management 2.4 Elect Director Mr Alfred Vy Ty For For Management 2.5 Elect Director Mr Antonio O. Cojuangco For For Management 2.6 Elect Director Ms Helen Y. Dee For For Management 2.7 Elect Director Atty. Ray C. Espinosa For For Management 2.8 Elect Director Mr Tatsu Kono For For Management 2.9 Elect Director Mr Napoleon L. Nazareno For For Management 2.10 Elect Director Mr Manuel V. Pangilinan For For Management 2.11 Elect Director Ms Corazon S. De La Paz For For Management 2.12 Elect Director Mr Albert F Del Rosario For For Management 2.13 Elect Director Mr Shigeru Yoshida For For Management - -------------------------------------------------------------------------------- REGAL ENTERTAINMENT GROUP Ticker: RGC Security ID: 758766109 Meeting Date: MAY 10, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael L. Campbell For For Management 1.2 Elect Director Alex Yemenidjian For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO Ticker: SBS Security ID: 20441A102 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: APR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO ANALYZE THE MANAGEMENT ACCOUNT AND THE For For Management FINANCIAL STATEMENTS SUPPORTED BY THE OPINIONS OF THE FISCAL COUNCIL AND EXTERNAL AUDITORS, RELATED TO THE FISCAL YEAR 2005, IN CONFORMITY WITH THE MANAGEMENT REPORT, THE BALANCE SHEET AND CORRESPONDING NOTES. 2 TO RESOLVE ON THE ALLOCATION OF THE NET For For Management INCOME AND THE TRANSFER OF THE RETAINED EARNINGS BALANCE TO THE INVESTMENT RESERVE, IN CONFORMITY TO THE MULTIYEAR CAPITAL BUDGET. 3 TO ELECT SITTING AND DEPUTY MEMBERS OF For For Management THE BOARD OF DIRECTORS AND FISCAL COUNCIL. - -------------------------------------------------------------------------------- SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO Ticker: SBS Security ID: 20441A102 Meeting Date: JUN 19, 2006 Meeting Type: Special Record Date: MAY 26, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 AMEND ARTICLES 1, 2 AND THE RESPECTIVE For For Management PARAGRAPHS, AND ARTICLE 3, IN COMPLIANCE WITH THE PROVISIONS IN THE STATE LAW #12,292, DATED MARCH 2, 2006. 2 AMEND ARTICLES: 13 CAPUT AND For For Management PARAGRAPHS, 14 CAPUT AND THE FIRST PARAGRAPH, 26 PARAGRAPH FIRST, 36 CAPUT , AS WELL AS REWORD ARTICLES 41, 42, 43, 44, 45, 46, 47 AND SUBPARAGRAPH, 48 CAPUT , 49 CAPUT AND PARAGRAPHS 1 AND 2 AND ARTICLE 51 IN ORDER T 3 AMEND ARTICLES 25, CAPUT AND For Against Management PARAGRAPHS, 27 CAPUT AND SOLE PARAGRAPH, 29 CAPUT AND PARAGRAPH 2, 31 CAPUT TO ADJUST THEM TO THE COMPANY S CURRENT ORGANIZATIONAL STRUCTURE AND INSERT AN ARTICLE AND PARAGRAPHS TO ENSURE LEGAL DEFENSE TO THE MEMBERS 4 REORGANIZE CHAPTERS III AND VII, ADJUST For Against Management AND STANDARDIZE THE WORDING, INCLUDE, EXCLUDE AND RENUMBER THE ARTICLES, AS WELL AS CONSOLIDATE THE COMPANY S BYLAWS, IN COMPLIANCE WITH THE DRAFT AVAILABLE TO SHAREHOLDERS AT THE COMPANY S HEADQUARTERS AND ON THE 5 ELECTION OF MEMBER OF THE BOARD OF For For Management DIRECTORS. - -------------------------------------------------------------------------------- SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO Ticker: SBS Security ID: 20441A102 Meeting Date: MAR 27, 2006 Meeting Type: Special Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO ELECT THE MEMBER OF THE BOARD OF For For Management DIRECTORS, UNDER THE TERMS OF THE PARAGRAPH 3 OF THE ARTICLE 14 OF THE COMPANY S BY-LAWS, BY THE REMAINING TERM OF OFFICE OF THE REPLACED MEMBER. 2 TO RATIFY THE COMPENSATION OF THE MEMBERS For For Management OF THE BOARD OF EXECUTIVE OFFICERS AND THE BOARD OF DIRECTORS. 3 OTHER ISSUES OF SOCIAL INTEREST. For Against Management - -------------------------------------------------------------------------------- SHIP FINANCE INTERNATIONAL LTD Ticker: SFL Security ID: G81075106 Meeting Date: NOV 30, 2005 Meeting Type: Annual Record Date: OCT 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RE-ELECT PAUL LEAND JR. AS A DIRECTOR For For Management OF THE COMPANY. 2 TO RE-ELECT TOR OLAV TROIM AS A DIRECTOR For For Management OF THE COMPANY. 3 TO RE-ELECT KATE BLANKENSHIP AS A For For Management DIRECTOR OF THE COMPANY. 4 Ratify Auditors For For Management 5 TO TRANSACT OTHER SUCH BUSINESS AS MAY For Against Management PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. - -------------------------------------------------------------------------------- STONE ENERGY CORP. Ticker: SGY Security ID: 861642106 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 22, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond B. Gary For For Management 1.2 Elect Director David R. Voelker For For Management 1.3 Elect Director Peter K. Barker For For Management 1.4 Elect Director Kay G. Priestly For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Ticker: SPN Security ID: 868157108 Meeting Date: MAY 23, 2006 Meeting Type: Annual Record Date: MAR 31, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Enoch L. Dawkins For For Management 1.2 Elect Director James M. Funk For For Management 1.3 Elect Director Terence E. Hall For For Management 1.4 Elect Director Ernest E. Howard, III For For Management 1.5 Elect Director Richard A. Pattarozzi For For Management 1.6 Elect Director Justin L. Sullivan For For Management 2 Amend Non-Employee Director Restricted For For Management Stock Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO. Ticker: TSM Security ID: 874039100 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO ACCEPT 2005 BUSINESS REPORT AND For For Management FINANCIAL STATEMENTS. 2 TO APPROVE THE PROPOSAL FOR DISTRIBUTION For For Management OF 2005 PROFITS. 3 TO APPROVE THE CAPITALIZATION OF 2005 For For Management DIVIDENDS, 2005 EMPLOYEE PROFIT SHARING, AND CAPITAL SURPLUS. 4 TO APPROVE REVISIONS TO THE ARTICLES OF For For Management INCORPORATION. 5.1 Elect Director Morris Chang For Withhold Management 5.2 Elect Director J.C. Lobbezoo For Withhold Management 5.3 Elect Director F.C. Tseng For Withhold Management 5.4 Elect Director Stan Shih For For Management 5.5 Elect Director Chintay Shih For Withhold Management 5.6 Elect Director Sir Peter L. Bonfield For For Management 5.7 Elect Director Lester Carl Thurow For For Management 5.8 Elect Director Rick Tsai For Withhold Management 5.9 Elect Director Carleton S. Fiorina For For Management 5.10 Elect Director James C. Ho For Withhold Management 5.11 Elect Director Michael E. Porter For For Management - -------------------------------------------------------------------------------- TECHNOLOGY INVESTMENT CAPITAL CORP. Ticker: TICC Security ID: 878717305 Meeting Date: JUN 6, 2006 Meeting Type: Annual Record Date: APR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jonathan H. Cohen For Withhold Management 1.2 Elect Director G. Peter O'Brien For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES Ticker: TEVA Security ID: 881624209 Meeting Date: JUL 27, 2005 Meeting Type: Annual Record Date: JUN 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE AND DISCUSS THE COMPANY S For For Management CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENTS OF INCOME 2 TO APPROVE THE BOARD OF DIRECTORS For For Management RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2004 3 TO APPOINT DR. LEORA (RUBIN) MERIDOR AS A For For Management STATUTORY INDEPENDENT DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS 4 TO ELECT ELI HURVITZ TO SERVE FOR AN For For Management ADDITIONAL THREE-YEAR TERM 5 TO ELECT RUTH CHESHIN TO SERVE FOR AN For For Management ADDITIONAL THREE-YEAR TERM 6 TO ELECT PROF. MICHAEL SELA TO SERVE FOR For For Management AN ADDITIONAL THREE-YEAR TERM 7 TO ELECT HAROLD SNYDER TO SERVE FOR AN For For Management ADDITIONAL THREE-YEAR TERM 8 TO APPROVE THE PURCHASE OF DIRECTOR S AND For Against Management OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY 9 TO APPROVE THE COMPANY S 2005 OMNIBUS For Against Management LONG-TERM SHARE INCENTIVE PLAN 10 TO APPROVE AN AMENDMENT TO PROVISIONS OF For For Management THE COMPANY S ARTICLES RELATING TO THE INDEMNIFICATION OF DIRECTORS AND OFFICERS 11 TO APPROVE AN AMENDMENT TO THE COMPANY S For For Management ARTICLES THAT WOULD INCREASE THE REGISTERED SHARE CAPITAL OF THE COMPANY 12 TO APPOINT KESSELMAN & KESSELMAN, A For For Management MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND TO DETERMINE THEIR COMPENSATION - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES Ticker: TEVA Security ID: 881624209 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE AND DISCUSS THE COMPANY S For For Management CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005 AND THE CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR THEN ENDED. 2 TO APPROVE THE BOARD OF DIRECTORS For For Management RECOMMENDATION THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2005 BE DECLARED FINAL. 3 TO APPOINT PROF. GABRIELA SHALEV AS A For For Management STATUTORY INDEPENDENT DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS. 4 TO ELECT THE FOLLOWING DIRECTOR TO SERVE For For Management FOR A THREE-YEAR TERM: DR. PHILLIP FROST 5 TO ELECT THE FOLLOWING DIRECTOR TO SERVE For For Management FOR A THREE-YEAR TERM: CARLO SALVI 6 TO ELECT THE FOLLOWING DIRECTOR TO SERVE For For Management FOR A THREE-YEAR TERM: DAVID SHAMIR 7 TO APPROVE THE PURCHASE OF DIRECTOR S AND For Against Management OFFICER S LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS OF THE COMPANY. 8 TO APPROVE AN AMENDMENT TO SECTION 60(E) For For Management OF THE COMPANY S ARTICLES OF ASSOCIATION. 9 TO APPROVE AN INCREASE IN THE For For Management REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY (OTHER THAN THE CHAIRMAN OF THE BOARD). 10 TO APPOINT KESSELMAN & KESSELMAN, AS THE For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND DETERMINE THEIR COMPENSATION. - -------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES Ticker: TEVA Security ID: 881624209 Meeting Date: OCT 27, 2005 Meeting Type: Special Record Date: SEP 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO APPROVE THE ISSUANCE OF ORDINARY For For Management SHARES OF TEVA, PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED JULY 25, 2005, BY AND AMONG IVAX CORPORATION, TEVA AND TWO WHOLLY OWNED SUBSIDIARIES OF TEVA, IVORY ACQUISITION SUB, INC. AND IVORY ACQUISITION SUB II - -------------------------------------------------------------------------------- TIMKEN CO. (THE) Ticker: TKR Security ID: 887389104 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph W. Ralston For For Management 1.2 Elect Director John M. Timken, Jr. For For Management 1.3 Elect Director Jacqueline F. Woods For For Management - -------------------------------------------------------------------------------- TRUSTREET PROPERTIES INC Ticker: TSY Security ID: 898404108 Meeting Date: JUN 22, 2006 Meeting Type: Annual Record Date: APR 3, 2006 # 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 Withhold Management 1.5 Elect Director James H. Kropp For Withhold Management 1.6 Elect Director J. Joseph Kruse For Withhold Management 1.7 Elect Director Curtis B. McWilliams For For Management 1.8 Elect Director James M. Seneff, Jr. For For Management 2 Ratify Auditors For Against Management - -------------------------------------------------------------------------------- TSAKOS ENERGY NAVIGATION LTD.(FORMERLY MIF LIMITED) Ticker: TNP Security ID: G9108L108 Meeting Date: JUN 1, 2006 Meeting Type: Annual Record Date: APR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Francis T. Nusspickel For For Management 1.2 Elect Director William A. O'Neil For For Management 2 APPROVAL OF THE FINANCIAL STATEMENTS FOR For For Management THE YEAR ENDED DECEMBER 31, 2005, TOGETHER WITH THE AUDITORS REPORT. 3 RATIFICATION OF ERNST & YOUNG, ATHENS AS For For Management AUDITORS. 4 AUTHORIZATION OF THE REMUNERATION OF For For Management DIRECTORS. - -------------------------------------------------------------------------------- UNIT CORPORATION Ticker: UNT Security ID: 909218109 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John G. Nikkel For For Management 1.2 Elect Director Gary R. Christopher For For Management 1.3 Elect Director Robert J. Sullivan, Jr. For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Increase Authorized Preferred Stock For Against Management 5 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- UNIVERSAL COMPRESSION HOLDINGS, INC. Ticker: UCO Security ID: 913431102 Meeting Date: APR 19, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William M. Pruellage For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VALERO ENERGY CORP. Ticker: VLO Security ID: 91913Y100 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jerry D. Choate For For Management 1.2 Elect Director William R. Klesse For For Management 1.3 Elect Director Donald L. Nickles For For Management 1.4 Elect Director Susan Kaufman Purcell For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VALERO ENERGY CORP. Ticker: VLO Security ID: 91913Y100 Meeting Date: DEC 1, 2005 Meeting Type: Special Record Date: NOV 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Increase Authorized Common Stock For For Management - -------------------------------------------------------------------------------- WASHINGTON MUTUAL, INC Ticker: WM Security ID: 939322103 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kerry K. Killinger For For Management 1.2 Elect Director Thomas C. Leppert For For Management 1.3 Elect Director Charles M. Lillis For For Management 1.4 Elect Director Michael K. Murphy For For Management 1.5 Elect Director Orin C. Smith For For Management 1.6 Elect Director Regina Montoya For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management 5 Declassify the Board of Directors For For Management 6 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- WILLBROS GROUP INC Ticker: WG Security ID: 969199108 Meeting Date: FEB 1, 2006 Meeting Type: Annual Record Date: DEC 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael F. Curran For For Management 1.2 Elect Director S. Fred Isaacs For For Management ========== END NPX REPORT= SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RMK STRATEGIC INCOME FUND, INC. By: /s/ Carter E. Anthony --------------------- Carter E. Anthony President Date: August 22, 2006