K&L | GATES Kirkpatrick & Lockhart Preston Gates Ellis LLP
1601 K Street NW
Washington, DC 20006-1600
T 202.778.9000 www.klgates.com
Alan C. Porter
202.778.9186 direct dial
202.778.9100 fax
alan.porter@klgates.com
May 2, 2008
VIA EDGAR
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U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Preliminary Proxy Statement for RMK Strategic Income Fund, Inc.
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(File No. 811-21487)
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Ladies and Gentlemen:
On behalf of RMK Strategic Income Fund, Inc. (the "Company"), transmitted
herewith for filing pursuant to Rule 14a-6(a) under the Securities Exchange Act
of 1934, as amended, are the preliminary proxy statement and the forms of proxy
to be used in connection with the special and annual meetings of shareholders of
the Company scheduled to be held on July 11, 2008 (the "Meetings"). The proxy
materials for the Meetings consist of a letter from the president of the
Company, the notice of the meetings, the proxy statement, and the forms of
proxy.
The Company's Meetings are being held jointly with special and annual
meetings of RMK Advantage Income Fund, Inc. (File No. 811-21631), RMK High
Income Fund, Inc. (File No. 811-21332) and RMK Multi-Sector High Income Fund,
Inc. (File No. 811-21833), which today have also filed proxy materials relating
to their respective shareholder meetings. Because the proxy materials filed by
the Company are substantially identical to those filed by these other RMK
closed-end funds, the staff need only review one of the referenced filings. We
will consider any comments conveyed by the staff as being applicable to all
filings, unless the context requires otherwise.
We anticipate that definitive proxy materials will be mailed to
shareholders beginning on or after May 12, 2008.
If you have any questions or comments regarding the foregoing, please
contact me at (202) 778-9186, or Mitra Shakeri at (202) 778-9024.
Sincerely,
/s/ Alan C. Porter
Alan C. Porter
Enclosures