As filed with the Securities and Exchange Commission on August 29, 2007

                       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:

                           JENNIFER R. GONZALEZ, ESQ.
                 Kirkpatrick & Lockhart Preston Gates Ellis 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, 2007

      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 (sections
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. section 3507.




Item 1.  Proxy Voting Record

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

ICA File Number: 811-21487
Reporting Period: 07/01/2006 - 06/30/2007
RMK Strategic Income Fund, Inc.









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


ALPHA NATURAL RESOURCES, INC.

Ticker:       ANR            Security ID:  02076X102
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Ellen Bowers          For       For        Management
1.2   Elect Director John S. Brinzo             For       For        Management
1.3   Elect Director E. Linn Draper, Jr.        For       For        Management
1.4   Elect Director Glenn A. Eisenberg         For       For        Management
1.5   Elect Director John W. Fox, Jr.           For       For        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 4, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary C. Baskin             For       For        Management
1.2   Elect Director John A. Koskinen           For       For        Management
1.3   Elect Director Alvin N. Puryear           For       For        Management
2     Approve Stock Option Plan                 For       Against    Management
3     Declassify the Board of Directors         For       For        Management
4     Increase Authorized Common Stock          For       Against    Management
5     Amend Executive Incentive Bonus Plan      For       Against    Management
6     Ratify Auditors                           For       For        Management
7     Other Business                            For       Against    Management


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ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry Barcus               For       For        Management
1.2   Elect Director James L. Bryan             For       For        Management
1.3   Elect Director H. Paulett Eberhart        For       For        Management
1.4   Elect Director James T. Hackett           For       For        Management
2     Ratify Auditors                           For       For        Management


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AQUA AMERICA, INC.

Ticker:       WTR            Security ID:  03836W103
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William P. Hankowsky       For       For        Management
1.2   Elect Director Richard L. Smoot           For       For        Management
1.3   Elect Director Andrew J. Sordoni, III     For       For        Management


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ARCELOR MITTAL N.V.

Ticker:                      Security ID:  03937E101
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR For       For        Management
      FISCAL 2006.
2     PROPOSAL TO CONTINUE TO PAY A QUARTERLY   For       For        Management
      DIVIDEND OF US$ 0.325 PER SHARE, SUBJECT
      TO FINAL DETERMINATION BY THE BOARD.
3     PROPOSAL TO APPROVE THE MANAGEMENT        For       For        Management
      PERFORMED BY THE DIRECTORS  A  OF THE
      BOARD OF DIRECTORS DURING FISCAL 2006.
4     PROPOSAL TO APPROVE THE SUPERVISION       For       For        Management
      PERFORMED BY THE DIRECTORS  C  OF THE
      BOARD OF DIRECTORS DURING FISCAL 2006.
5     PROPOSAL TO RATIFY THE DECISION OF THE    For       For        Management
      BOARD OF DIRECTORS TO APPOINT MR. LAKSHMI
      N. MITTAL AS CHIEF EXECUTIVE OFFICER OF
      THE COMPANY AS OF 5 NOVEMBER 2006.
6     PROPOSAL TO DESIGNATE MRS. USHA MITTAL AS For       Against    Management
      THE PERSON REFERRED TO IN ARTICLE 23 OF
      THE ARTICLES OF ASSOCIATION OF THE
      COMPANY.
7     PROPOSAL TO RE-APPOINT DELOITTE           For       For        Management
      ACCOUNTANTS AS THE REGISTERED ACCOUNTANT
      OF THE COMPANY.
8     PROPOSAL TO CHANGE THE REMUNERATION OF    For       For        Management
      THE DIRECTORS  C  OF THE BOARD OF
      DIRECTORS.
9     PROPOSAL TO DESIGNATE THE BOARD OF        For       For        Management
      DIRECTORS AS AUTHORIZED CORPORATE BODY
      (ORGAAN) TO REPURCHASE CLASS A SHARES IN
      THE CAPITAL OF THE COMPANY UNTIL 15
      NOVEMBER 2008.
10    PROPOSAL TO EXTEND THE AUTHORITY OF THE   For       For        Management
      BOARD OF DIRECTORS FOR A PERIOD OF ONE
      (1) YEAR TO ISSUE AND/OR GRANT RIGHTS.
11    PROPOSAL TO EXTEND THE AUTHORITY OF THE   For       For        Management
      BOARD OF DIRECTORS FOR A PERIOD OF ONE
      YEAR TO LIMIT OR EXCLUDE THE PRE-EMPTIVE
      RIGHTS.


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ARIES MARITIME TRANSPORT LTD.

Ticker:       RAMS           Security ID:  G0474B105
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect  Director Panagiotis Skiadas        For       For        Management
2     Ratify Auditors                           For       For        Management


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AVX CORP.

Ticker:       AVX            Security ID:  002444107
Meeting Date: JUL 19, 2006   Meeting Type: Annual
Record Date:  MAY 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John S. Gilbertson         For       Withhold   Management
1.2   Elect Director Makoto Kawamura            For       Withhold   Management
1.3   Elect Director Rodney N. Lanthorne        For       Withhold   Management
1.4   Elect Director Joseph Stach               For       For        Management


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BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 27, 2007   Meeting Type: Annual
Record Date:  APR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald James               For       For        Management
1.2   Elect Director Elliot S. Kaplan           For       For        Management
1.3   Elect Director Matthew H. Paul            For       For        Management
1.4   Elect Director James E. Press             For       For        Management
1.5   Elect Director Richard M. Schulze         For       For        Management
1.6   Elect Director Mary A. Tolan              For       For        Management
1.7   Elect Director Hatim A. Tyabji            For       For        Management
1.8   Elect Director Rogelio M. Rebolledo       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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BROOKDALE SENIOR LIVING INC.

Ticker:       BKD            Security ID:  112463104
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William B. Doniger         For       For        Management
1.2   Elect Director Jackie M. Clegg            For       For        Management
1.3   Elect Director Jeffrey G. Edwards         For       For        Management
2     Ratify Auditors                           For       For        Management


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BRT REALTY TRUST

Ticker:       BRT            Security ID:  055645303
Meeting Date: MAR 12, 2007   Meeting Type: Annual
Record Date:  JAN 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Matthew J. Gould           For       For        Management
1.2   Elect Director Louis C. Grassi            For       For        Management
1.3   Elect Director Jeffrey Rubin              For       For        Management


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CASCADE MICROTECH INC

Ticker:       CSCD           Security ID:  147322101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George P. O'Leary          For       For        Management
1.2   Elect Director Eric W. Strid              For       For        Management
2     Ratify Auditors                           For       For        Management


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CEMEX S.A.

Ticker:       CX             Security ID:  151290889
Meeting Date: AUG 31, 2006   Meeting Type: Special
Record Date:  AUG 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     PRESENTATION, DISCUSSION AND APPROVAL OF  For       For        Management
      THE PROJECT THAT MODIFIES THE ISSUANCE
      DEED OF THE ORDINARY PARTICIPATION
      CERTIFICATES DENOMINATED  CEMEX.CPO , AS
      WELL AS THE TRUST AGREEMENT NUMBER
      111033-9 EXECUTED BY  BANCO NACIONAL DE
      MEXICO, S.A.  AS  CEMEX


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CEMEX S.A.B. DE C.V.

Ticker:       CX             Security ID:  151290889
Meeting Date: DEC 7, 2006    Meeting Type: Annual
Record Date:  NOV 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     CONSIDERATION AND, IF APPLICABLE,         For       For        Management
      AUTHORIZATION OF A TRANSACTION, AFTER
      HEARING A REPORT BY THE CHIEF EXECUTIVE
      OFFICER AND THE OPINION OF THE BOARD OF
      DIRECTORS.


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CEMEX S.A.B. DE C.V.

Ticker:       CX             Security ID:  151290889
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for 2006 Fiscal Year
2     Approve Allocation of Income; Set         For       For        Management
      Aggregate Nominal Amount of Share
      Repurchase
3     Authorize Increase in Variable Portion of For       For        Management
      Capital via Capitalization of Accumulated
      Profits Account
4     Elect Board Members; Elect Members and    For       For        Management
      Chairman of Both Audit and Corporate
      Practices Committee
5     Approve Remuneration of Directors and     For       For        Management
      Members of the Board Committees
6     Designate Inspector or Shareholder        For       For        Management
      Representative(s) of Minutes of Meeting


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CITIZENS COMMUNICATIONS CO.

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     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 Michael T. Dugan           For       For        Management
1.4   Elect Director Jeri Finard                For       For        Management
1.5   Elect Director Lawton Wehle Fitt          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 David H. Ward              For       For        Management
1.11  Elect Director Myron A. Wick, III         For       For        Management
1.12  Elect Director Mary Agnes Wilderotter     For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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COMPASS DIVERSIFIED TRUST

Ticker:       CODI           Security ID:  20451Q104
Meeting Date: MAY 25, 2007   Meeting Type: Annual
Record Date:  APR 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harold S. Edwards          For       For        Management
1.2   Elect Director Mark H. Lazarus            For       For        Management
2     Amend Restated Declaration of Trust       For       Against    Management
3     Ratify Auditors                           For       For        Management


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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Ticker:       CNSL           Security ID:  209034107
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jack W. Blumenstein        For       For        Management
1.2   Elect Director Roger H. Moore             For       For        Management
2     Ratify Auditors                           For       For        Management


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CYTEC INDUSTRIES INC.

Ticker:       CYT            Security ID:  232820100
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Chris A. Davis             For       For        Management
1.2   Elect Director Louis L. Hoynes, Jr.       For       For        Management
1.3   Elect Director William P. Powell          For       For        Management
2     Ratify Auditors                           For       For        Management


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DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Arnold A. Allemang         For       For        Management
1.2   Elect Director Jacqueline K. Barton       For       For        Management
1.3   Elect Director James A. Bell              For       For        Management
1.4   Elect Director Jeff M. Fettig             For       For        Management
1.5   Elect Director Barbara H. Franklin        For       For        Management
1.6   Elect Director John B. Hess               For       For        Management
1.7   Elect Director Andrew N. Liveris          For       For        Management
1.8   Elect Director Geoffery E. Merszei        For       For        Management
1.9   WITHDRAWN                                 None      Withhold   Management
1.10  Elect Director James M. Ringler           For       For        Management
1.11  Elect Director Ruth G. Shaw               For       For        Management
1.12  Elect Director Paul G. Stern              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Report on Remediation Policies in Bhopal  Against   Against    Shareholder
5     Report on Genetically Modified Organisms  Against   Against    Shareholder
6     Report on Environmental Remediation       Against   For        Shareholder
7     Evaluate Potential Links Between Company  Against   Against    Shareholder
      Products and Asthma


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EDDIE BAUER HOLDINGS, INC

Ticker:       EBHI           Security ID:  071625107
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  MAY 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William T. End             For       For        Management
1.2   Elect Director John C. Brouillard         For       For        Management
1.3   Elect Director Howard Gross               For       For        Management
1.4   Elect Director Paul E. Kirincic           For       For        Management
1.5   Elect Director William E. Redmond, Jr.    For       For        Management
1.6   Elect Director Kenneth M. Reiss           For       For        Management
1.7   Elect Director Laurie M. Shahon           For       For        Management
1.8   Elect Director Edward M. Straw            For       For        Management
1.9   Elect Director Stephen E. Watson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director Vanessa C.L. Chang         For       For        Management
1.3   Elect Director France A. Cordova          For       For        Management
1.4   Elect Director Charles B. Curtis          For       For        Management
1.5   Elect Director Bradford M. Freeman        For       For        Management
1.6   Elect Director Luis G. Nogales            For       For        Management
1.7   Elect Director Ronald L. Olson            For       For        Management
1.8   Elect Director James M. Rosser            For       For        Management
1.9   Elect Director Richard T. Schlosberg, III For       For        Management
1.10  Elect Director Robert H. Smith            For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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EVERGREEN ENERGY INC

Ticker:       EEE            Security ID:  30024B104
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Stanford M. Adelstein      For       For        Management
2     Elect Director Robert S. Kaplan           For       For        Management
3     Elect Director Mark S. Sexton             For       For        Management
4     Ratify Auditors                           For       For        Management


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FAMOUS DAVE'S OF AMERICA, INC.

Ticker:       DAVE           Security ID:  307068106
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Lane Cardwell, Jr.      For       For        Management
1.2   Elect Director K. Jeffrey Dahlberg        For       For        Management
1.3   Elect Director David Goronkin             For       For        Management
1.4   Elect Director Mary L. Jeffries           For       For        Management
1.5   Elect Director Richard L. Monfort         For       For        Management
1.6   Elect Director Dean A. Riesen             For       For        Management
2     Ratify Auditors                           For       For        Management


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FIRST MARBLEHEAD CORP

Ticker:       FMD            Security ID:  320771108
Meeting Date: NOV 9, 2006    Meeting Type: Annual
Record Date:  SEP 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leslie L. Alexander        For       For        Management
1.2   Elect Director Stephen E. Anbinder        For       For        Management
1.3   Elect Director William R. Berkley         For       For        Management
1.4   Elect Director Dort A. Cameron III        For       For        Management
1.5   Elect Director George G. Daly             For       For        Management
1.6   Elect Director Peter S. Drotch            For       For        Management
1.7   Elect Director William D. Hansen          For       For        Management
1.8   Elect Director Jack L. Kopnisky           For       For        Management
1.9   Elect Director Peter B. Tarr              For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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FORDING CANADIAN COAL TRUST

Ticker:       FDG.U          Security ID:  345425102
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Trustee Michael A. Grandin          For       For        Management
2     Elect Trustee Richard T. Mahler           For       For        Management
3     Elect Trustee Michael S. Parrett          For       For        Management
4     Elect Trustee Donald A. Pether            For       For        Management
5     Elect Trustee Warren S.R. Seyffert        For       For        Management
6     Elect Trustee Peter Valentine             For       For        Management
7     Elect Trustee John B. Zaozirny            For       For        Management
8.1   Elect Director Dawn L. Farrell            For       For        Management
8.2   Elect Director Michael A. Grandin         For       For        Management
8.3   Elect Director Donald R. Lindsay          For       For        Management
8.4   Elect Director Richard T. Mahler          For       For        Management
8.5   Elect Director Thomas J. O'Neil           For       For        Management
8.6   Elect Director Michael S. Parrett         For       For        Management
8.7   Elect Director Leslie I. Prillaman        For       For        Management
8.8   Elect Director David A. Thompson          For       For        Management
9     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Trustees to Fix
      Remuneration of Auditors


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HAWAIIAN HOLDINGS, INC.

Ticker:       HA             Security ID:  419879101
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory S. Anderson        For       For        Management
1.2   Elect Director L. Todd Budge              For       For        Management
1.3   Elect Director Mark B. Dunkerley          For       For        Management
1.4   Elect Director Thomas B. Fargo            For       For        Management
1.5   Elect Director Lawrence S. Hershfield     For       For        Management
1.6   Elect Director Randall L. Jenson          For       For        Management
1.7   Elect Director Bert T. Kobayashi, Jr.     For       For        Management
1.8   Elect Director Crystal K. Rose            For       For        Management
2     Mark the For Box if Owner of Record is a  None      Abstain    Management
      U.S. Citizen and Mark the Against Box if
      not a U.S. Citizen


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HELIX ENERGY SOLUTIONS INC

Ticker:       HLX            Security ID:  42330P107
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Owen Kratz                 For       For        Management
1.2   Elect Director John V. Lovoi              For       For        Management
1.3   Elect Director Bernard J. Duroc-Danner    For       For        Management


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HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

Ticker:       HTGC           Security ID:  427096508
Meeting Date: JUN 21, 2007   Meeting Type: Annual
Record Date:  MAY 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Manuel A. Henriquez        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan


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HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David H. Batchelder        For       For        Management
2     Elect Director Francis S. Blake           For       For        Management
3     Elect Director Gregory D. Brenneman       For       For        Management
4     Elect Director John L. Clendenin          For       For        Management
5     Elect Director Claudio X. Gonzalez        For       Against    Management
6     Elect Director Milledge A. Hart, III      For       For        Management
7     Elect Director Bonnie G. Hill             For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Helen Johnson-Leipold      For       For        Management
10    Elect Director Lawrence R. Johnston       For       For        Management
11    Elect Director Kenneth G. Langone         For       Against    Management
12    Ratify Auditors                           For       For        Management
13    Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
14    Prepare Employment Diversity Report       Against   For        Shareholder
15    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
16    Claw-back of Payments under Restatements  Against   Against    Shareholder
17    Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote
18    Performance-Based Equity Awards           Against   Against    Shareholder
19    Pay for Superior Performance              Against   Against    Shareholder
20    Affirm Political Non-partisanship         Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   Against    Shareholder


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INFOCROSSING INC.

Ticker:       IFOX           Security ID:  45664X109
Meeting Date: JUN 21, 2007   Meeting Type: Annual
Record Date:  APR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathleen A. Perone         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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IOWA TELECOMMUNICATIONS SERVICES, INC.

Ticker:       IWA            Security ID:  462594201
Meeting Date: JUN 14, 2007   Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig A. Lang              For       For        Management
1.2   Elect Director H. Lynn Horak              For       For        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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KKR FINANCIAL CORP.

Ticker:       KFN            Security ID:  482476306
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Directors William F. Aldinger       For       For        Management
2.2   Elect Directors Tracy L. Collins          For       For        Management
2.3   Elect Directors Kenneth M. deRegt         For       For        Management
2.4   Elect Directors Saturnino S. Fanlo        For       For        Management
2.5   Elect Directors Vincent Paul Finigan      For       For        Management
2.6   Elect Directors Paul M. Hazen             For       For        Management
2.7   Elect Directors R. Glenn Hubbard          For       For        Management
2.8   Elect Directors Ross J. Kari              For       Withhold   Management
2.9   Elect Directors Ely L. Licht              For       For        Management
2.10  Elect Directors Deborah H. McAneny        For       For        Management
2.11  Elect Directors Scott C. Nuttall          For       For        Management
2.12  Elect Directors Willy R. Strothotte       For       For        Management
3     Ratify Auditors                           For       For        Management


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

KORN FERRY INTERNATIONAL

Ticker:       KFY            Security ID:  500643200
Meeting Date: SEP 19, 2006   Meeting Type: Annual
Record Date:  JUL 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patti S. Hart              For       For        Management
1.2   Elect Director Paul C. Reilly             For       For        Management
1.3   Elect Director Ihno Schneevoigt           For       For        Management
1.4   Elect Director Kenneth Whipple            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 24, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael T. Strianese       For       For        Management
1.2   Elect Director Claude R. Canizares        For       For        Management
1.3   Elect Director Thomas A. Corcoran         For       For        Management
1.4   Elect Director Alan H. Washkowitz         For       For        Management
2     Ratify Auditors                           For       For        Management


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

LUMINENT MORTGAGE CAPITAL, INC

Ticker:       LUM            Security ID:  550278303
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director S. Trezevant Moore, Jr.    For       For        Management
1.2   Elect Director Joseph E. Whitters         For       For        Management


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

MACQUARIE INFRASTRUCTURE COMPANY TRUST

Ticker:       MIC            Security ID:  55607X108
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  APR 11, 2007

#     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 25, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John P. Desbarres          For       Did Not    Management
                                                          Vote
1.2   Elect Director Patrick C. Eilers          For       Did Not    Management
                                                          Vote
1.3   Elect Director Thomas T. Macejko, Jr.     For       Did Not    Management
                                                          Vote
2     THE AMENDMENT OF THE MAGELLAN MIDSTREAM   For       Did Not    Management
      PARTNERS  LONG-TERM INCENTIVE PLAN, AS              Vote
      AMENDED AND RESTATED, TO INCREASE THE
      TOTAL NUMBER OF COMMON UNITS AUTHORIZED
      TO BE ISSUED UNDER THE PLAN.


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

MCDERMOTT INTERNATIONAL, INC.

Ticker:       MDR            Security ID:  580037109
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Bookout III       For       For        Management
1.2   Elect  Director Ronald C. Cambre          For       For        Management
1.3   Elect  Director Bruce DeMars              For       For        Management
1.4   Elect  Director Robert W. Goldman         For       For        Management
2     APPROVE AMENDMENT TO ARTICLES OF          For       For        Management
      INCORPORATION TO DECLASSIFY BOARD OF
      DIRECTORS.
3     APPROVE AMENDMENT TO ARTICLES OF          For       For        Management
      INCORPORATION TO INCREASE NUMBER OF
      AUTHORIZED SHARES OF COMMON STOCK.
4     RATIFICATION OF APPOINTMENT OF            For       For        Management
      MCDERMOTT'S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR THE YEAR
      ENDING DECEMBER 31, 2007.


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

MCG CAPITAL CORP

Ticker:       MCGC           Security ID:  58047P107
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven F. Tunney           For       For        Management
1.2   Elect Director Edward S. Civera           For       For        Management
1.3   Elect Director Kim D. Kelly               For       For        Management
2     Ratify Auditors                           For       For        Management


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

MITTAL STEEL COMPANY NV (FRMELY ISPAT INTERNATIONAL NV)

Ticker:       MT             Security ID:  60684P101
Meeting Date: OCT 30, 2006   Meeting Type: Special
Record Date:  SEP 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPOINT MR. L.N. MITTAL AND MRS. V.M.  For       For        Management
      BHATIA AS DIRECTORS  A  AND MESSRS. L.B.
      KADEN, W.L. ROSS, JR., N. VAGHUL, F.H.
      PINAULT, J. KINSCH, J.R.A. RENDUELES,
      S.S.D. FREITAS, G. SCHMIT, E. PACHURA,
      M.A. MARTI, M.F. LOPEZ, J.P. HANSEN, J.O.
      CASTEGNARO, A.


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 7, 2007    Meeting Type: Proxy Contest
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       Did Not    Management
                                                          Vote
1.2   Elect Director D. Dorman                  For       Did Not    Management
                                                          Vote
1.3   Elect Director J. Lewent                  For       Did Not    Management
                                                          Vote
1.4   Elect Director T. Meredith                For       Did Not    Management
                                                          Vote
1.5   Elect Director N. Negroponte              For       Did Not    Management
                                                          Vote
1.6   Elect Director S. Scott, III              For       Did Not    Management
                                                          Vote
1.7   Elect Director R. Sommer                  For       Did Not    Management
                                                          Vote
1.8   Elect Director J. Stengel                 For       Did Not    Management
                                                          Vote
1.9   Elect Director D. Warner, III             For       Did Not    Management
                                                          Vote
1.10  Elect Director J. White                   For       Did Not    Management
                                                          Vote
1.11  Elect Director M. White                   For       Did Not    Management
                                                          Vote
2     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
3     Advisory Vote to Ratify Named Executive   Against   Did Not    Shareholder
      Officers' Compensation                              Vote
4     Claw-back of Payments under Restatements  Against   Did Not    Shareholder
                                                          Vote

                                                Non-Mgt
#     Non-Mgt Proxy                             Rec       Vote Cast  Sponsor
1.1   Elect Director Carl C. Icahn              For       For        Shareholder
1.2   Elect Director E. Zander                  For       For        Management
1.3   Elect Director D. Dorman                  For       For        Management
1.4   Elect Director J. Lewent                  For       For        Management
1.5   Elect Director T. Meredith                For       For        Management
1.6   Elect Director N. Negroponte              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 M. White                   For       For        Management
2     Amend Qualified Employee Stock Purchase   None      For        Management
      Plan
3     Advisory Vote to Ratify Named Executive   For       For        Shareholder
      Officers' Compensation
4     Claw-back of Payments under Restatements  None      For        Shareholder


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

NAM TAI ELECTRONICS, INC.

Ticker:       NTE            Security ID:  629865205
Meeting Date: JUN 8, 2007    Meeting Type: Annual
Record Date:  APR 25, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ming Kown Koo             For       For        Management
1.2   Elect  Director Charles Chu               For       For        Management
1.3   Elect  Director Peter R. Kellogg          For       For        Management
1.4   Elect  Director William Lo                For       For        Management
1.5   Elect  Director Mark Waslen               For       For        Management
2     RATIFICATION OF THE APPOINTMENT OF        For       For        Management
      DELOITTE TOUCHE TOHMATSU AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM OF THE
      COMPANY FOR THE YEAR ENDING DECEMBER 31,
      2007.


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

NESS TECHNOLOGIES, INC.

Ticker:       NSTC           Security ID:  64104X108
Meeting Date: JUN 13, 2007   Meeting Type: Annual
Record Date:  APR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aharon Fogel               For       For        Management
1.2   Elect Director Sachi Gerlitz              For       For        Management
1.3   Elect Director Henry Kressel              For       For        Management
1.4   Elect Director Morris Wolfson             For       For        Management
1.5   Elect Director Satyam C. Cherukuri        For       For        Management
1.6   Elect Director Dan S. Suesskind           For       For        Management
1.7   Elect Director Kenneth A. Pickar          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Stock Option Plan                 For       For        Management


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

NEW YORK COMMUNITY BANCORP, INC.

Ticker:       NYB            Security ID:  649445103
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald M. Blake            For       For        Management
1.2   Elect Director Michael J. Levine          For       For        Management
1.3   Elect Director Guy V. Molinari            For       For        Management
1.4   Elect Director John A. Pileski            For       For        Management
1.5   Elect Director John M. Tsimbinos          For       For        Management
2     Ratify Auditors                           For       For        Management


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David S. Hooker            For       For        Management
1.2   Elect Director Harris J. Pappas           For       For        Management
2     Ratify Auditors                           For       For        Management


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

OPTIMAL GROUP INC.

Ticker:       OPMR           Security ID:  68388R208
Meeting Date: JUN 26, 2007   Meeting Type: Annual/Special
Record Date:  MAY 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry M. Karp              For       For        Management
1.2   Elect Director Jonathan J. Ginns          For       For        Management
1.3   Elect Director Sydney Sweibel             For       For        Management
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Approve Stock Option Plan                 For       Against    Management


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

PEABODY ENERGY CORP.

Ticker:       BTU            Security ID:  704549104
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William A. Coley           For       Withhold   Management
1.2   Elect Director Irl F. Engelhardt          For       Withhold   Management
1.3   Elect Director William C. Rusnack         For       Withhold   Management
1.4   Elect Director John F. Turner             For       Withhold   Management
1.5   Elect Director Alan H. Washkowitz         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

PEOPLESUPPORT INC

Ticker:       PSPT           Security ID:  712714302
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 18, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Larry Bradford          For       For        Management
1.2   Elect Director Michael Edell              For       For        Management
1.3   Elect Director Lance Rosenzweig           For       For        Management
2     Ratify Auditors                           For       For        Management


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

PETROQUEST ENERGY, INC.

Ticker:       PQ             Security ID:  716748108
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles T. Goodson         For       For        Management
1.2   Elect Director William W. Rucks, IV       For       For        Management
1.3   Elect Director E. Wayne Nordberg          For       For        Management
1.4   Elect Director Michael L. Finch           For       For        Management
1.5   Elect Director W.J. Gordon, III           For       For        Management
1.6   Elect Director Charles F. Mitchell, II,   For       For        Management
      M.D.
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

QUINTANA MARITIME LTD

Ticker:       QMAR           Security ID:  Y7169G109
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Corbin J. Robertson, Jr   For       Withhold   Management
1.2   Elect  Director Stamatis Molaris          For       Withhold   Management
1.3   Elect  Director Joseph R. Edwards         For       For        Management
1.4   Elect  Director Hans J. Mende             For       Withhold   Management
1.5   Elect  Director Corbin J. Robertson III   For       Withhold   Management
1.6   Elect  Director Gurpal Singh Grewal       For       Withhold   Management
1.7   Elect  Director S. James Nelson, Jr.      For       For        Management
1.8   Elect  Director Peter Costalas            For       For        Management
2     Ratify Auditors                           For       For        Management


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

RARE HOSPITALITY INTERNATIONAL, INC.

Ticker:       RARE           Security ID:  753820109
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugene I. Lee, Jr.         For       For        Management
1.2   Elect Director Ronald W. San Martin       For       For        Management
1.3   Elect Director James D. Dixon             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

REGAL ENTERTAINMENT GROUP

Ticker:       RGC            Security ID:  758766109
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas D. Bell, Jr.        For       For        Management
1.2   Elect Director David H. Keyte             For       For        Management
1.3   Elect Director Lee M. Thomas              For       For        Management
2     Ratify Auditors                           For       For        Management


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

RTI INTERNATIONAL METALS, INC.

Ticker:       RTI            Security ID:  74973W107
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig R. Andersson         For       For        Management
1.2   Elect Director Daniel I. Booker           For       For        Management
1.3   Elect Director Donald P. Fusilli, Jr.     For       For        Management
1.4   Elect Director Ronald L. Gallatin         For       For        Management
1.5   Elect Director Charles C. Gedeon          For       For        Management
1.6   Elect Director Robert M. Hernandez        For       For        Management
1.7   Elect Director Dawne S. Hickton           For       For        Management
1.8   Elect Director Edith E. Holiday           For       For        Management
1.9   Elect Director Michael C. Wellham         For       For        Management
1.10  Elect Director James A. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


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

SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO

Ticker:       SBS            Security ID:  20441A102
Meeting Date: JAN 16, 2007   Meeting Type: Special
Record Date:  DEC 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ELECT THE MEMBERS OF THE BOARD OF      For       For        Management
      DIRECTORS.
2     TO ELECT THE MEMBERS OF THE FISCAL        For       For        Management
      COUNCIL, MEMBERS AND ALTERNATES.
3     TO ESTABLISH THE COMPENSATION OF THE      For       For        Management
      MANAGEMENT AND FISCAL COUNCIL MEMBERS.


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

SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO

Ticker:       SABESP         Security ID:  20441A102
Meeting Date: APR 30, 2007   Meeting Type: Annual/Special
Record Date:  APR 10, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Board Members and Supervisory       For       For        Management
      Board; Elect Their Respective Alternates
4     Approve Remuneration of Directors         For       For        Management
5     Approve Reverse Stock Split               For       For        Management
6     Amend Articles Re: General Matters        For       For        Management


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

SANDERSON FARMS, INC.

Ticker:       SAFM           Security ID:  800013104
Meeting Date: FEB 22, 2007   Meeting Type: Annual
Record Date:  JAN 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fred Banks, Jr.            For       For        Management
1.2   Elect Director Toni D. Cooley             For       For        Management
1.3   Elect Director Robert C. Khayat           For       For        Management
1.4   Elect Director Dianne Mooney              For       For        Management
1.5   Elect Director Gail Jones Pittman         For       For        Management
2     Ratify Auditors                           For       For        Management


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

SASOL LTD.

Ticker:       SSL            Security ID:  803866300
Meeting Date: OCT 3, 2006    Meeting Type: Special
Record Date:  SEP 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     SPECIAL RESOLUTION NUMBER 1: SPECIFIC     For       For        Management
      AUTHORITY TO REPURCHASE TREASURY SHARES
2     SPECIAL RESOLUTION NUMBER 2: GENERAL      For       For        Management
      AUTHORITY TO REPURCHASE SHARES
3     ORDINARY RESOLUTION NUMBER 1: ANY         For       For        Management
      DIRECTOR OR SECRETARY AUTHORISED TO DO
      ALL THINGS NECESSARY TO GIVE EFFECT TO
      SPECIAL RESOLUTION NUMBER 1 AND 2


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

SASOL LTD.

Ticker:       SSL            Security ID:  803866300
Meeting Date: NOV 23, 2006   Meeting Type: Annual
Record Date:  OCT 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     To RECEIVE AND CONSIDER THE ANNUAL        For       For        Management
      FINANCIAL STATEMENTS OF THE COMPANY AND
      OF THE GROUP FOR THE YEAR ENDED 30 JUNE
      2006, TOGETHER WITH THE REPORTS OF THE
      DIRECTORS AND AUDITORS
2.2   Elect Director E Le R Bradley             For       For        Management
2.3   Elect Director B P Connellan              For       For        Management
2.4   Elect Director P V Cox                    For       For        Management
2.5   Elect Director L P A Davies               For       Withhold   Management
2.6   Elect Director M S V Gantsho              For       For        Management
2.7   Elect Director J E Schrempp               For       For        Management
2.8   Elect Director H G Dijkgraaf              For       For        Management
2.9   Elect Director A M Mokaba                 For       For        Management
2.10  Elect Director T S Munday                 For       For        Management
2.11  Elect Director T H Nyasulu                For       For        Management
3     Elect Director K C Ramon                  For       For        Management
4     Ratify Auditors                           For       For        Management
5     SPECIAL RESOLUTION NUMBER 1 - TO          For       For        Management
      AUTHORISE THE DIRECTORS TO APPROVE THE
      PURCHASE BY THE COMPANY, OR BY ANY OF
      ITS SUBSIDIARIES, OF UP TO 10% OF THE
      COMPANY'S SHARES, SUBJECT TO THE
      PROVISIONS OF THE COMPANIES ACT AND THE
      RULES AND REQUIREMENTS OF THE JSE
6     ORDINARY RESOLUTION NUMBER 1 - TO APPROVE For       For        Management
      THE REVISED ANNUAL FEES PAYABLE BY THE
      COMPANY TO NON-EXECUTIVE DIRECTORS OF THE
      COMPANY AND ANY OF ITS SUBSIDIARIES WITH
      EFFECT FROM 1 JULY 2006


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

SHIP FINANCE INTERNATIONAL LTD

Ticker:       SFL            Security ID:  G81075106
Meeting Date: DEC 1, 2006    Meeting Type: Annual
Record Date:  AUG 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Tor Olav Troim as Director          For       Withhold   Management
1.2   Elect Paul Leand Jr. as Director          For       For        Management
1.3   Elect Kate Blankenship as Director        For       Withhold   Management
2     Approve Moore Stephens, P.C. as Auditors  For       For        Management
      and Authorize Board to Fix Their
      Remuneration
3     Amend By-Law 104                          For       For        Management


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

SPANSION INC

Ticker:       SPSN           Security ID:  84649R101
Meeting Date: MAY 29, 2007   Meeting Type: Annual
Record Date:  APR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patti S. Hart              For       For        Management
1.2   Elect Director John M. Stich              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SUPERIOR ENERGY SERVICES, INC.

Ticker:       SPN            Security ID:  868157108
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harold J. Bouillion        For       For        Management
1.2   Elect Director Enoch L. Dawkins           For       For        Management
1.3   Elect Director James M. Funk              For       For        Management
1.4   Elect Director Terence E. Hall            For       For        Management
1.5   Elect Director Ernest E. Howard, III      For       For        Management
1.6   Elect Director Richard A. Pattarozzi      For       For        Management
1.7   Elect Director Justin L. Sullivan         For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM            Security ID:  874039100
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ACCEPT 2006 BUSINESS REPORT AND        For       For        Management
      FINANCIAL STATEMENTS.
2     TO APPROVE THE PROPOSAL FOR DISTRIBUTION  For       For        Management
      OF 2006 PROFITS.
3     TO APPROVE THE CAPITALIZATION OF 2006     For       For        Management
      DIVIDENDS, 2006 EMPLOYEE PROFIT SHARING,
      AND CAPITAL SURPLUS.
4     TO APPROVE REVISIONS TO THE ARTICLES OF   For       For        Management
      INCORPORATION.
5     TO APPROVE REVISIONS TO INTERNAL POLICIES For       For        Management
      AND RULES AS FOLLOWS: (1) PROCEDURES FOR
      ACQUISITION OR DISPOSAL OF ASSETS; (2)
      POLICIES AND PROCEDURES FOR FINANCIAL
      DERIVATIVES TRANSACTIONS; (3) PROCEDURES
      FOR LENDING FUNDS TO OTHER PARTIES; (4)
      PROCEDURES FOR


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

TECHNOLOGY INVESTMENT CAPITAL CORP.

Ticker:       TICC           Security ID:  878717305
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tonia L. Pankopf           For       For        Management
2     Ratify Auditors                           For       For        Management


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

TENARIS SA

Ticker:       TS             Security ID:  88031M109
Meeting Date: JUN 6, 2007    Meeting Type: Annual
Record Date:  MAY 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     CONSIDERATION OF THE BOARD'S AND          For       For        Management
      INDEPENDENT AUDITOR'S REPORTS. APPROVAL
      OF THE COMPANY'S CONSOLIDATED FINANCIAL
      STATEMENTS.
2     CONSIDERATION OF THE BOARD OF DIRECTORS   For       For        Management
      AND INDEPENDENT AUDITORS  REPORTS ON THE
      COMPANY'S ANNUAL ACCOUNTS. APPROVAL OF
      THE COMPANY'S ANNUAL ACCOUNTS AS AT
      DECEMBER 31, 2006.
3     ALLOCATION OF RESULTS AND APPROVAL OF     For       For        Management
      DIVIDEND PAYMENT.
4     DISCHARGE TO THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS.
5     ELECTION OF THE MEMBERS OF THE BOARD OF   For       For        Management
      DIRECTORS.
6     COMPENSATION OF THE MEMBERS OF THE BOARD  For       For        Management
      OF DIRECTORS.
7     AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management
      TO CAUSE THE DISTRIBUTION OF ALL
      SHAREHOLDER COMMUNICATIONS.
8     Ratify Auditors                           For       For        Management
9     THE RENEWAL OF THE VALIDITY PERIOD OF THE For       Against    Management
      COMPANY'S AUTHORIZED  SHARE CAPITAL TO
      ISSUE SHARES FROM TIME TO TIME WITHIN THE
      LIMITS. THE WAIVER OF ANY PREFERENTIAL
      SUBSCRIPTION RIGHTS OF EXISTING
      SHAREHOLDERS PROVIDED FOR BY LAW AND THE
      AUTHORIZATION TO THE


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

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ruben M. Escobedo          For       For        Management
1.2   Elect Director Bob Marbut                 For       Withhold   Management
1.3   Elect Director Robert A. Profusek         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Establish SERP Policy                     Against   Against    Shareholder


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

VALERO LP

Ticker:       VLI            Security ID:  91913W104
Meeting Date: SEP 18, 2006   Meeting Type: Written Consent
Record Date:  AUG 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Omnibus Stock Plan                  For       For        Management


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anne V. Farrell            For       For        Management
1.2   Elect Director Stephen E. Frank           For       For        Management
1.3   Elect Director Kerry K. Killinger         For       For        Management
1.4   Elect Director Thomas C. Leppert          For       For        Management
1.5   Elect Director Charles M. Lillis          For       For        Management
1.6   Elect Director Phillip D. Matthews        For       For        Management
1.7   Elect Director Regina T. Montoya          For       For        Management
1.8   Elect Director Michael K. Murphy          For       For        Management
1.9   Elect Director Margaret Osmer Mcquade     For       For        Management
1.10  Elect Director Mary E. Pugh               For       For        Management
1.11  Elect Director William G. Reed, Jr.       For       For        Management
1.12  Elect Director Orin C. Smith              For       For        Management
1.13  Elect Director James H. Stever            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish SERP Policy                     Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Director Nominee Qualifications   Against   Against    Shareholder


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

WET SEAL, INC., THE

Ticker:       WTSLA          Security ID:  961840105
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan Duskin            For       For        Management
1.2   Elect Director Sidney M. Horn             For       For        Management
1.3   Elect Director Harold D. Kahn             For       For        Management
1.4   Elect Director Kenneth M. Reiss           For       For        Management
1.5   Elect Director Alan Siegel                For       For        Management
1.6   Elect Director Joel N. Waller             For       For        Management
1.7   Elect Director Henry D. Winterstern       For       For        Management
1.8   Elect Director Michael Zimmerman          For       For        Management
2     Ratify Auditors                           For       For        Management


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

WILLBROS GROUP INC

Ticker:       WG             Security ID:  969199108
Meeting Date: AUG 2, 2006    Meeting Type: Annual
Record Date:  JUN 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Harl            For       For        Management
1.2   Elect  Director Peter A. Leidel           For       For        Management
1.3   Elect  Director James B. Taylor, Jr.      For       For        Management
2     PROPOSAL TO APPROVE A CERTIFICATE OF      For       For        Management
      AMENDMENT TO THE COMPANY'S RESTATED
      ARTICLES OF INCORPORATION, AS AMENDED, TO
      INCREASE THE NUMBER OF AUTHORIZED SHARES
      OF COMMON STOCK, $.05 PAR VALUE PER
      SHARE, FROM 35,000,000 TO 70,000,000.
3     TO APPROVE AMENDMENT NUMBER 5 TO THE      For       For        Management
      WILLBROS GROUP, INC. 1996 STOCK PLAN, THE
      AMENDMENT IS DESCRIBED IN THE
      ACCOMPANYING PROXY STATEMENT.
4     PROPOSAL TO APPROVE THE WILLBROS GROUP,   For       For        Management
      INC. 2006 DIRECTOR RESTRICTED STOCK PLAN.
5     Ratify Auditors                           For       For        Management


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

WILLIAMS PARTNERS L P

Ticker:       WPZ            Security ID:  96950F104
Meeting Date: MAY 21, 2007   Meeting Type: Special
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     A PROPOSAL TO APPROVE (A) A CHANGE IN THE For       For        Management
      TERMS OF OUR CLASS B UNITS TO PROVIDE
      THAT EACH CLASS B UNIT IS CONVERTIBLE
      INTO ONE OF OUR COMMON UNITS AND (B) THE
      ISSUANCE OF ADDITIONAL COMMON UNITS UPON
      SUCH CONVERSION.


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel E. Beall, III       For       For        Management
1.2   Elect Director Dennis E. Foster           For       For        Management
1.3   Elect Director Francis X. Frantz          For       For        Management
1.4   Elect Director Jeffery R. Gardner         For       For        Management
1.5   Elect Director Jeffrey T. Hinson          For       For        Management
1.6   Elect Director Judy K. Jones              For       For        Management
1.7   Elect Director William A. Montgomery      For       For        Management
1.8   Elect Director Frank E. Reed              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Stock Retention/Holding Period            Against   Against    Shareholder


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

ZOLTEK COMPANIES, INC.

Ticker:       ZOLT           Security ID:  98975W104
Meeting Date: FEB 21, 2007   Meeting Type: Annual
Record Date:  JAN 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Betts             For       For        Management
1.2   Elect Director Michael D. Latta           For       For        Management
1.3   Elect Director George E. Husman           For       Withhold   Management
2     Approve Conversion of Securities          For       For        Management
3     Other Business                            For       Against    Management





                                   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/ Brian B. Sullivan
                                        -----------------------------
                                           Brian B. Sullivan
                                           President


Date: August 29, 2007