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


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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


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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


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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


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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


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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


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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


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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


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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.


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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


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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


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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)


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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.


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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


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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.


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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


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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


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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


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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


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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


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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