<PAGE>
DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
FOUR EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111-4189
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Dresdner RCM Global Strategic Income Fund, Inc. (the "Fund") will
be held on Thursday, October 26, 2000, at 10:00 a.m. at Four Embarcadero Center,
San Francisco, California, for the following purposes:
(1) To elect three Directors of the Fund, each to hold office for a term of
three years and until his successor is duly elected and qualified.
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for the fiscal year ending October 31, 2000.
(3) To consider a shareholder proposal urging the Board to take the steps
necessary to convert the Fund to an open-end fund.
(4) To consider and act upon any other business that may properly come
before the Meeting or any adjournment thereof.
Stockholders of record at the close of business on August 25, 2000 will be
entitled to vote at the Meeting or any adjournment thereof.
Copies of the Fund's most recent Annual Report and any succeeding
Semi-Annual Report may be obtained without charge by stockholders who write or
call Robert J. Goldstein, c/o Dresdner RCM Global Strategic Income Fund, Inc.,
Four Embarcadero Center, San Francisco, CA 94111-4189, 1-800-227-5183. Please
contact our proxy solicitor at 1-800-223-2064 with any questions on how to vote
your proxy.
By order of the Board of Directors,
/s/ ROBERT J. GOLDSTEIN
Robert J. Goldstein
SECRETARY
September 18, 2000
San Francisco, California
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND RETURN IT TO THE FUND'S TRANSFER AGENT. TO SAVE THE FUND THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION, PLEASE MAIL IN YOUR PROXY PROMPTLY.
<PAGE>
DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
FOUR EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111-4189
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 26, 2000
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished to the stockholders of DRESDNER RCM GLOBAL
STRATEGIC INCOME FUND, INC. (the "Fund"), in connection with the solicitation by
the Board of Directors of the Fund of proxies to be used at an Annual Meeting of
Stockholders of the Fund (the "Meeting") to be held at 10:00 a.m. on Thursday,
October 26, 2000 at Four Embarcadero Center, San Francisco, CA. The purposes of
the Meeting and the matters to be acted upon are set forth in the accompanying
Notice of Annual Meeting.
Stockholders of record at the close of business on August 25, 2000 (the
"Record Date") will be entitled to vote at the Meeting. If the accompanying form
of proxy is properly executed and returned, the shares represented thereby will
be voted at the Meeting in accordance with the instructions on the proxy.
However, if no instructions are specified, shares will be voted for the election
of Directors and, as to each other proposal identified on the proxy, in
accordance with the recommendation of the Board of Directors, and if any other
business is presented at the Meeting, in the best judgment of the persons named
as Proxies. Any stockholder giving a proxy will have the power to revoke it by
notice in writing received by the Secretary of the Fund, c/o Dresdner RCM Global
Investors LLC, Four Embarcadero Center, San Francisco, CA 94111-4189, prior to
the exercise of such proxy at the Meeting. Also, any stockholder attending the
Meeting may vote in person whether or not the stockholder has previously filed
an executed proxy.
Approval of each of the Proposals requires the affirmative vote of a
majority of the shares cast at the Meeting.
The Fund intends to treat properly executed proxies that are marked
"abstain" and broker non-votes (defined below) as present for purposes of
determining the existence of a quorum for the transaction of business. A quorum
for the Meeting will consist of one-third of the shares outstanding. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining the "votes cast" on an issue. If a proxy
is properly executed and returned accompanied by instructions to withhold
authority to vote, it represents a broker "non-vote" (that is, a proxy from a
broker or nominee indicating that such person has not received instructions from
the beneficial owner or other person entitled to vote shares on a particular
matter with respect to which the broker or nominee does not have discretionary
power). The Fund does not anticipate receiving any broker non-votes with respect
to Proposal Nos. 1 and 2. However, because of the affirmative votes required for
Proposal No. 3, abstentions and broker non-votes will have the same effect as
votes "against" such Proposal.
In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
proposal set forth in the Notice of Meeting are not received
1
<PAGE>
prior to the Meeting, the persons named as proxies may, but are under no
obligation to, with no other notice than announcement at the Meeting, propose
and vote for one or more adjournments of the Meeting in order to permit further
solicitation of proxies with respect to such proposal. The Meeting may be
adjourned with respect to one or more of the proposals in the Proxy Statement,
and a stockholder vote may be taken on the other proposals prior to any
adjournment if sufficient votes have been received for its approval. Shares
represented by proxies indicating a vote against a proposal will be voted
against adjournment as to that proposal.
On August 25, 2000 there were 11,954,566 outstanding shares of Common Stock
of the Fund. Each share or fractional share outstanding on the Record Date will
be entitled to one vote or fractional vote at the Meeting. On such date, no
person to the knowledge of the Fund beneficially owned 5% or more of the
outstanding shares of the Fund other than the following persons:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF TOTAL
------------------------------------------------------------ ---------------- ----------------
<S> <C> <C>
First Union Corporation 744,300(1) 6.47%
One First Union Center
Charlotte, North Carolina 28288-0137
Phillip Goldstein 607,500(2) 5.1%
60 Heritage Drive
New York, New York 10570
</TABLE>
(1) As reported in the Schedule 13G dated July 18, 2000 filed by First Union
Corporation ("First Union"), First Union is the beneficial owner of 744,300
shares of Common Stock, over each of which it has sole power to vote and
dispose. First Union also has sole power to vote over an additional 25,900
shares of Common Stock.
(2) As reported in the Schedule 13D dated July 3, 2000 filed by Phillip
Goldstein ("Goldstein"), Goldstein is the beneficial owner of 607,500 shares
of Common Stock, over each of which he has sole power to vote and dispose.
The Investment Advisor and Administrator of the Fund is Dresdner RCM Global
Investors LLC., Four Embarcadero Center, San Francisco, CA 94111, and the
Subadvisor of the Fund is Kleinwort Benson Investment Management Americas Inc.,
Four Embarcadero Center, San Francisco, CA 94111.
The cost of preparing, printing, and mailing proxy materials in connection
with this solicitation will be borne by the Fund. In addition to the use of the
mails, proxies may be solicited personally by regular employees of the Fund or
the Investment Advisor by telephone or telegraph. The Fund may also solicit
proxies in the form of a telephonic proxy or "proxygram." In such event,
beneficial and record stockholders will receive mailgrams from the Fund
requesting each stockholder who wishes to vote by proxygram to call the
toll-free telephone number provided, furnish the operator with specified
information regarding the stockholder and the shares to be voted, and instruct
the operator how the stockholder wishes to vote on the proposals described in
this Proxy Statement. The operator will then electronically transmit the
stockholder's voting instructions to the designated broker, depository
institution, or other holder with actual voting authority, which then will vote
shares held of record by returning a signed proxy card. The operators who
receive the foregoing voting instructions will be independent of the Fund.
Brokerage houses, banks, and other fiduciaries may be requested to forward proxy
solicitation material to their principals to obtain authorization for the
execution of proxies, and they will be reimbursed by the Fund for out-of-pocket
expenses incurred in this connection. The Fund has also made arrangements with
Georgeson Shareholder
2
<PAGE>
Communications Inc. to assist in the solicitation of proxies, if called upon by
the Fund, at an aggregate estimated fee of approximately $24,000 plus
reimbursement of normal expenses.
Proxies should be returned to the Fund's proxy solicitor, in the enclosed
envelope. This Proxy Statement and accompanying form of proxy are first being
sent to stockholders on or about September 25, 2000.
Copies of the Fund's most recent Annual Report and any succeeding
Semi-Annual Report may be obtained without charge by stockholders who write or
call Robert J. Goldstein, c/o Dresdner RCM Global Strategic Income Fund, Inc.,
Four Embarcadero Center, San Francisco, CA 94111-4189, 1-800-227-5183.
PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS
At the Meeting, three nominees are being proposed for election as Class III
Directors of the Fund. Each of the three Class III Directors are entitled to
serve until the Class III term expires in 2003 and until his successor has been
elected and qualified. It is the intention of the persons named in the enclosed
form of proxy to vote the shares represented thereby for the election of the
following nominees as Directors of the Fund:
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AT
POSITION(S) WITH SEPTEMBER 11, 2000
NAME AND ADDRESS AGE THE FUND PRINCIPAL OCCUPATION AND OTHER AFFILIATIONS (AND % OF FUND) CLASS
--------------------- -------- ---------------- ------------------------------------------- ------------------ --------
<S> <C> <C> <C> <C> <C>
The Earl of 70 Director since Chairman, Pirelli UK plc (since 1989); 0 III
Limerick(1) 1986 Deputy Chairman, Henderson plc (since
11 Berkeley Street, 1998); Director, AMP Technology Ventures
London, Limited (since 1999) Chairman, London
WIX 6BU England Guildhall University (retired 1999),
formerly Deputy Chairman, Kleinwort Benson
Ltd, (retired 1987), Chairman De La Rue plc
(retired 1997); Chairman, AMP Asset
Management plc (1992 to 1998).
Leonard T. Hinde(1) 75 Director since Formerly Advisor to the Governor, Reserve 0 III
8 Earl Street 1987 Bank of Australia (retired 1985).
Mosman, NSW 2088
Australia
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AT
POSITION(S) WITH SEPTEMBER 11, 2000
NAME AND ADDRESS AGE THE FUND PRINCIPAL OCCUPATION AND OTHER AFFILIATIONS (AND % OF FUND) CLASS
--------------------- -------- ---------------- ------------------------------------------- ------------------ --------
<S> <C> <C> <C> <C> <C>
G. William Miller(1) 75 Director and G. William Miller & Co. Inc., merchant 5,000* III
1215 19th Street N.W. Deputy Chairman banking (since 1983). Formerly Chairman of
Washington, D.C. since 1987 the Board of the Board of Governors of the
20036 Federal Reserve and Secretary of the U.S.
Treasury under President Carter. Chairman
and Director, HomePlace of America, Inc.
(since October 1995); Director, GS
Industries, Inc. (since October 1995),
Simon Property Group, Inc. (since August
1996), Repligen Corporation (since 1982);
Trustee, Marine Biological Laboratory
(since August 1996); and Chairman and CEO
of Federated Stores, Inc. (1990-1992).
</TABLE>
------------------------
(1) Member, Audit Committee.
4
<PAGE>
Class I Directors' terms will expire in 2001 and Class II Directors' terms
will expire in 2002. The following Directors of the Fund are entitled to serve
in such capacity until their terms of office expire and their successors are
duly elected and qualified.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AT
POSITION(S) WITH PRINCIPAL OCCUPATION AND OTHER SEPTEMBER 11, 2000
NAME AND ADDRESS AGE THE FUND AFFILIATIONS (AND % OF FUND) CLASS
----------------------- -------- ---------------- ------------------------------- ------------------ --------
<S> <C> <C> <C> <C> <C>
Sir Robert C. Cotton 84 Director and Chairman, Australian Photonics 0 I
2 Spruson Street Chairman of the Co-operative Research Centre;
Neutral Bay Board since 1986 Director, Thomson-CSF Pacific
NSW 2089 Pty. Ltd. Formerly Australian
Australia Ambassador to the United States
(1982 to 1985)
James J. Foley(1) 76 Director since From 1952 to 1990, Faculty 1,538* I
60 Pond Street 1986 Member, Harvard Graduate School
Belmont, MA 02178 of Business. Since January
1991, Consultant to the
School's MBA Admissions Board;
Consultant to Courier Corp.
Jeffery S. Rudsten 51 Director since From 1978 to 1999 Principal 0 I
P.O. Box 963 2000 (1981-97), Senior Managing
Ross, CA 94957 Director (1997-99), and Head of
Fixed Income Department
(1997-99) at Dresdner RCM and
Director, RCM Strategic Global
Government Fund, Inc. (1994 to
1996).
Theodore J. Coburn 46 Director since Partner, Brown, Coburn & Co. 0 II
116 East 68th Street 2000 (since 1991); Chairman and
New York, NY 10021 Director, Dresdner RCM
Investment Funds Inc. (since
1991), education associate at
Harvard University Graduate
School of Education (since
1996); Director,
Nicholas-Applegate Fund, Inc.
(since 1987), Measurement
Specialties, Inc. (since
1995), Video Update, Inc.
(since 1997), Sterling Network
Group (since 1998), and Arie
Corporation (since 1998);
Trustee, Nicholas-Applegate
Mutual Funds (since 1992).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AT
POSITION(S) WITH PRINCIPAL OCCUPATION AND OTHER SEPTEMBER 11, 2000
NAME AND ADDRESS AGE THE FUND AFFILIATIONS (AND % OF FUND) CLASS
----------------------- -------- ---------------- ------------------------------- ------------------ --------
<S> <C> <C> <C> <C> <C>
Luke D. Knecht** 46 Director and Member of Board of Managers and 4,500* II
President since Managing Director, Dresdner RCM
1999 since 1998; Chairman and
President, RCM Strategic Global
Government Fund, Inc. since
March 1999; Chairman, Caywood
Scholl Capital Management since
December 1998; Executive
Director, Russell Reynolds
Associates from 1995 to 1997.
Stephen K. West** 71 Director since Partner, Sullivan & Cromwell 11,000* II
42 Old Wood Road 1997 (1964-1996); Of Counsel,
Bernardsville, NJ 07924 Sullivan & Cromwell (since
1997); Director, AMVESCAP plc;
First ING Life Insurance
Company of New York; ING
American Holdings, Inc.;
Pioneer Funds; Swiss Helvetia
Fund, Inc.; and Winthrop Focus
Funds.
</TABLE>
------------------------
(1) Member, Audit Committee.
* The Directors and officers of the Fund as a group owned less than 1% of the
shares outstanding as of September 11, 2000.
** Mr. Knecht is an "interested person" of the Fund because of his affiliation
with the Fund's investment adviser. Mr. West in an "interested person" of
the Fund because of his affiliation with the Fund's counsel, Sullivan &
Cromwell.
The executive officers of the Fund, other than as shown above, are: Robert
J. Goldstein, Secretary since April, 1998 and Jennie M. Klein, Treasurer since
April, 1998. Mr. Goldstein is 37 years old and has been a Director and Associate
General Counsel of Dresdner RCM Global Investors LLC since July 1998. Prior to
joining Dresdner RCM in 1997, Mr. Goldstein was an associate in the New York
office of Weil, Gotshal & Manges from 1990 through 1996. Ms. Klein is 35 years
old and has been the Assistant Director of Commingled Fund Services at Dresdner
RCM Global Investors LLC since July 1998. Ms. Klein joined Dresdner RCM in 1994
as Manager of Commingled Fund Services.
The Fund reimburses all Directors who are not affiliated with the Fund's
Investment Advisor or Subadvisor for their out-of-pocket and travel expenses.
During the Fund's fiscal year ended October 31, 1999, there were 3 meetings of
the Fund's Board of Directors. The Board of Directors has an Audit Committee,
but does not have a nominating committee nor a compensation committee.
The Audit Committee makes recommendations to the full Board with respect to
the engagement of independent accountants and reviews with the independent
accountants the plan and results of the audit
6
<PAGE>
engagement and matters having a material effect upon the Fund's financial
operations. The members of the Audit Committee during fiscal 1999 were
Messrs. Foley, Hinde, Miller and The Earl of Limerick. The Audit Committee met
twice during the fiscal year ended October 31, 1999. During the Fund's 1999
fiscal year, all directors other than Messrs. Cotton and Hinde attended at least
75% of the aggregate of the total number of meetings of the Board of Directors
and, as applicable, the Audit Committee.
Set forth below is information concerning compensation paid to the Fund's
directors during its fiscal year ended October 31, 1999:
<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS ESTIMATED FROM FUND AND
COMPENSATION ACCRUED AS ANNUAL BENEFITS FUND COMPLEX
FROM THE PART OF FUND UPON PAID TO
NAME AND POSITION FUND EXPENSES RETIREMENT DIRECTORS*
----------------- ------------ ------------ --------------- -------------
<S> <C> <C> <C> <C>
Sir Robert Cotton
Director & Chairman of the Board $9,562 None None $9,562
David M. Felder- None None None None
James J. Foley,
Director $13,000 None None $13,000
Leonard T. Hinde,
Director $8,829 None None $8,829
Luke D. Knecht
Director and President None None None None
The Earl of Limerick,
Director $14,583 None None $14,583
Nigel S. MacEwan,*
Director $3,500 None None $3,500
G. William Miller,
Director & Deputy Chairman $13,000 None None $13,000
Stephen K. West,
Director $7,000 None None $7,000
</TABLE>
------------------------
- Mr. Felder was a Director and the President of the Fund until December 31,
1998, and Mr. McEwan was a Director until February 20, 1999.
* The Fund is the only fund in the Fund complex.
REQUIRED VOTE
The election of each Director requires the affirmative vote of a majority of
the shares cast for the Director at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 1.
7
<PAGE>
PROPOSAL NO. 2: SELECTION OF INDEPENDENT ACCOUNTANTS
A majority of the members of the Board of Directors who are not interested
persons of the Fund have selected PricewaterhouseCoopers LLP as independent
accountants for the Fund for the fiscal year ending October 31, 1999. The
ratification of the selection of independent accountants is to be voted upon at
the meeting and it is intended that the persons named in the accompanying proxy
vote for PricewaterhouseCoopers LLP. A representative of PricewaterhouseCoopers
LLP will attend the meeting if so requested in writing by a stockholder at least
14 days in advance of the Meeting.
The Board of Directors' policy regarding engaging independent accountants'
services is that Management may engage the Fund's independent accountants to
perform any service(s) normally provided by independent accounting firms,
provided that such service(s) meets any and all of the independence requirements
of the American Institute of Certified Public Accountants and the SEC. The Audit
Committee will review and approve services provided by the independent
accountants prior to their being rendered. The Board of Directors also receives
a report from the Audit Committee relating to all services after they have been
performed by the Fund's independent accountants.
REQUIRED VOTE
The ratification of PricewaterhouseCoopers LLP as the Fund's independent
accountants for the fiscal year ending October 31, 1999 requires the affirmative
vote of a majority of the shares cast on the matter at the Meeting.
PROPOSAL NO. 3: SHAREHOLDER PROPOSAL
A shareholder (the "proponent") has submitted the following proposal and
supporting statement for inclusion in this Proxy Statement (the "proposal"). The
proponent claims beneficial ownership of at least $2,000 worth of the Fund's
common stock. The proponent's name and address will be furnished by the
Secretary of the Fund upon request.
For the reasons set forth in detail in the Board of Directors' Position on
the Proposal, which follows the shareholders' Supporting Statement, the Board,
including the Independent Directors, unanimously recommends a vote AGAINST this
proposal. The proponent proposes that the following resolution and supporting
statement be presented to the stockholders of the Fund:
"RESOLVED: The stockholders of Dresdner RCM Global Strategic Income Fund,
Inc. (the "Fund") urge the Board of Directors to take the steps necessary to
convert the Fund to an open-end fund."
SUPPORTING STATEMENT
"The Fund's shares have long traded at a double-digit discount to net asset
value. In my opinion, the time has come to convert the Fund to an open-end fund.
Converting to an open-end fund will give stockholders a tangible benefit, i.e.,
elimination of the discount that I believe far outweighs whatever theoretical
advantages management asserts that the closed-end structure supposedly offers."
BOARD OF DIRECTORS' POSITION ON THE PROPOSAL
The Board of Directors unanimously recommends that shareholders oppose the
proposal because it believes that open-ending is not in the best interests of
all shareholders. Although open-ending would permit shareholders who wish to
liquidate their interests in the Fund to do so at net asset value, open-
8
<PAGE>
ending would have significant detrimental effects on those shareholders who wish
to remain invested in the Fund.
The proponent recommends that the Fund open-end, citing the Fund's discount
to net asset value. However, we believe that the historical discount of the
Fund's shares reflects the share price performance of the Fund under its
original investment mandate, which was to produce high income through investment
in Australian dollar denominated debt securities. We believe that the weakening
of the Australian dollar, and the outdated investment objective, was the
predominant reason for the Fund's historical share price performance and
resultant discount. Last year the Board determined to take decisive action in an
attempt to improve the Fund's stock price and discount, which culminated in
stockholders' approving the Fund's recent restructuring as a global strategic
income fund. Since the restructuring in December 1999, we have seen a dramatic
improvement in the Fund's performance. In fact, from the beginning of December
1999 through September 15, 2000, (i) the share price has increased by 14.7%,
(ii) the Fund's discount has declined from approximately 22% to 8.1%, a
reduction of over 60%, and (iii) the dividend has increased by 50%. In addition,
almost all of the Australian dollar exposure, which we believe previously served
as the principal reason for the Fund's share price decline, has been eliminated.
Also, dividend distributions since the restructuring was initiated have been
categorized as return of capital and therefore free of tax liability. We expect
dividends paid through January 31st of 2001 will also enjoy this
characterization. As a result, the Board believes that open-ending the Fund is
inappropriate because it is a decision that reflects the past and does not
consider the present or future prospects for the Fund.
The Board also opposes open-ending because of the investment and operational
implications it would have on the Fund and its shareholders. First, open-ending
would place significant constraints on the Fund's ability to generate income.
For example, since the restructuring, the Fund has utilized financial leverage
as a way to increase income. This leverage contributed significantly to the
Board's ability to declare three increases in the Fund's regular monthly
dividend rate since November 1999. If you recall, in November 1999, the Board
increased the Fund's monthly dividend rate from $0.04 per share to $0.05 per
share, a 25% increase. The Board again increased the Fund's monthly dividend
rate from $0.05 per share to $0.055 per share for the months of June through
August 2000, a further 10% increase. In August 2000, the Board once again
increased the dividend, to $0.06 per share for the remainder of calendar year
2000. All told, in the approximately nine months since the restructuring and
implementation of leverage, the Board has been able to increase the dividend
rate by 50%. Current estimates indicate that approximately two-thirds of such
increase is attributable to the use of leverage. With the recent success of the
Fund, we believe that open-ending would be a giant step backwards. This is
because the Fund's ability to use financial leverage would be significantly
impeded by the need to maintain liquidity required by the cash flow
uncertainties of an open-end fund. Without the availability of financial
leverage, the recent dividend increases would not have been possible, and the
current dividend rate not sustainable. As a result, we believe that a vote in
favor of open-ending is a vote in favor of significantly reducing current
income.
Second, if the Fund were to open-end, the expenses paid by the shareholders
who wished to remain invested in the Fund after the conversion would increase,
while current income would decrease. After the conversion, if heavy redemptions
were experienced, the size of the Fund would be dramatically reduced and the
Fund's fixed expenses would be spread over a smaller asset base. Also, the
additional costs for shareholder services, marketing and distribution required
as an open-end fund would both increase the Fund's expense ratio and decrease
current income significantly.
The Board wants to reiterate that it remains committed to addressing
shareholder concerns and is open to considering a variety of ways to effectively
improve the Fund's stock price and discount. However,
9
<PAGE>
for the reasons stated above, the Board believes that the proposal is the wrong
approach for improving shareholder value over the long term. The Board is
committed to the structural changes made to the Fund last year with the support
of shareholders, and is confident that the new investment mandate within the
closed-end fund structure provides the most effective means of maximizing
shareholder value. In the approximately nine months since the implementation of
the restructuring, we have already seen significant positive results and the
Board is confident that the Fund as currently structured is well situated to
meet its primary objective of delivering high current income to its
shareholders.
REQUIRED VOTE
Proposal No. 3 requires the affirmative vote of a majority of shares voting
at the Meeting for passage. Passage of the Proposal will not constitute a
mandate but only a recommendation to the Board of Directors. A decision to
open-end the Fund will require that the Board of Directors decide to pursue such
a course of action, followed by a 1940 Act majority vote by the Fund's
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL NO. 3.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act requires the Fund's directors, officers,
investment advisers, affiliated persons of its investment advisers, and the
beneficial owners of more than 10% of the Fund's capital stock to file initial
reports of ownership and reports of changes of ownership with the SEC and the
New York Stock Exchange, and to provide copies of such reports to the Fund.
Based solely on a review of the copies of such reports received by the Fund
and written representations by reporting persons that no additional reports are
due, the Fund believes that all Section 30(h) requirements for fiscal year 1999
were satisfied.
OTHER MATTERS
Management does not know of any matters to be presented at the Meeting other
than those stated above. If any other business should come before the Meeting,
the persons named in the Proxies intend to vote thereon in accordance with the
views of the Fund's management.
STOCKHOLDER PROPOSALS
The deadline for submitting stockholder proposals for inclusion in the
Fund's proxy statement and form of proxy for the Fund's Annual Meeting of
Stockholders in 2001 is May 28, 2001. Any stockholder proposal that is intended
to be presented at such Annual Meeting but not submitted for inclusion in the
Fund's proxy statement and form of proxy in accordance with the foregoing
sentence must be received by the Fund's Secretary at the address indicated on
the first page of this Proxy Statement no later than July 28, 2001. Any such
proposal received after such date will be considered untimely and will be
excluded from consideration at the next Annual Meeting in accordance with the
Fund's Advance Notice By-law. The mere submission of a proposal or notice of
proposal by a stockholder does not guarantee that such proposal will be either
included in the proxy statement or otherwise considered at such Annual Meeting
10
<PAGE>
because certain federal rules or the Fund's Advance Notice By-Law, respectively,
must be complied with before consideration of the proposal is required.
By order of the Board of Directors,
/s/ ROBERT J. GOLDSTEIN
Robert J. Goldstein
SECRETARY
September 18, 2000
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT TO THE FUND'S TRANSFER AGENT.
11
<PAGE>
PROXY
DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
Four Embarcadero Center
San Francisco, CA 94111-4189
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 26, 2000
The undersigned hereby appoints Robert J. Goldstein and Karin L. Brotman as
proxies, each with full power of substitution, and hereby authorizes each of
them to represent and to vote, as designated on the reverse side, all shares
of Common Stock of the Dresdner RCM Global Strategic Income Fund, Inc. (the
"Fund") held of record by the undersigned on August 25, 2000, at the Annual
Meeting of Stockholders to be held on October 26, 2000 or any adjournment
thereof. Receipt of Notice of Annual Meeting and Proxy Statement is hereby
acknowledged.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2, AGAINST PROPOSAL 3, AND IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, IN THE BEST JUDGMENT OF THE PERSONS
NAMED AS PROXIES HEREIN.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) hereon.
Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
----------- -----------
SEE REVERSE CONTINUED AND TO BE SEE REVERSE
SIDE SIGNED ON REVERSE SIDE SIDE
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[X] Please mark votes as in this example.
1. Election of Directors.
The Earl of Limerick [ ] FOR [ ] WITHHELD
Leonard T. Hinde [ ] FOR [ ] WITHHELD
G. William Miller [ ] FOR [ ] WITHHELD
2. Ratification of the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants for the fiscal year
ending October 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve or disapprove a shareholder proposal urging the Board to take
the steps necessary to convert the Fund to an open-end fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please be sure to sign and date this Proxy.
Signature: Date: Signature: Date:
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