60 Heritage Drive, Pleasantville, NY 10570
(914) 747-5262 // Fax (914) 747-5258
THIS LETTER SHOULD NOT HAVE BEEN NECESSARY.
My clients and I own about 700,000 shares of Dresdner RCM Global
Strategic Income Fund (DSF). Last year, after the shares of DSF
had traded at a discount of 20% from their net asset value
("NAV") for some time, we pleaded with the Board of Directors to
take action. They listened but did nothing about the discount.
We finally proposed open-ending DSF. Since the announcement of
our proposal, the discount has narrowed to about 12%. You can
vote for our open-ending proposal on the enclosed proxy card.
Open-ending DSF will eliminate the discount. In its recent
annual closed-end fund issue, Forbes called open-ending "the best
thing that can happen" to a discounted closed-end fund. Here`s
why. On August 17, 2000, DSF's stock price was $6.56 while the
NAV was $7.45. If DSF open-ends, your shares will be worth $0.89
per share (or 13.6%) more than they are now. So, why not open-
end? Frankly, we can't imagine any thinking DSF shareholder not
voting for a proposal to increase the value of his shares by
13.6%.
Open-ending means a higher stock price for every shareholder.
Yet, management opposes it. Why? A Dow Jones news story
revealed what we think is the reason: "It gives shareholders a
way to get out at a profit, and so threatens the company`s
management fees." But, our managers can't just admit that they
want to preserve their fees. So, they have to try something
else. Do you remember how Tom Sawyer got his friends to
whitewash Aunt Polly's fence? He tricked them into believing
that it was fun, not work. Our managers and Board are using a
similar strategy to confuse you. They need to convince you that
you are actually better off with a stock worth $6.56 than one
worth $7.45. We are betting that you are not as gullible as Tom
Sawyer`s friends.
When we submitted our proposal to open-end DSF, we hoped the
Board would abide by a vote of the shareholders. After all,
directors are supposed to be our agents. While everyone has a
right to an opinion, we think the Board has a fiduciary duty to
open-end DSF if that is what the shareholders want. However, the
Board has steadfastly refused to commit to open-end DSF even if
shareholders overwhelmingly vote for it. We find it shocking
that they would rather conduct a costly proxy fight than simply
do what the shareholders want. Unfortunately, that leaves those
shareholders who favor open-ending with no choice but to elect
directors who will honor their wishes.
Why else would the current directors not want to open-end DSF?
More importantly, how can they justify not acting if the
shareholders vote to open-end? One reason may be that the
Board's interests are not aligned with those of the shareholders.
Three directors including the Chairman own no shares. And, it's
not as if they can't afford to buy any shares. Over the years,
each one of them has collected about $100,000 in fees from DSF.
Also, each director except one (the portfolio manager) is over 70
years old. Three of them live outside the U.S. One is known
only as "The Earl of Limerick." And, the Chairman of the Board is
an 84-year old former Australian diplomat who goes by the title,
"Sir." Could it be that the directors are so enamored with their
titles and prestige that they are out of touch with the
shareholders? If so, they probably cannot imagine letting
shareholders actually decide anything for themselves.
Interestingly, when DSF's shares were originally sold,
shareholders were promised that if the discount exceeded 10% in
1991, the Board would propose a self-tender offer at net asset
value. The incumbent directors seem to have forgotten about that
even though the discount has languished at much wider levels in
recent years. Worse, they now refuse to do anything regardless
of what shareholders want. Given their position, what else can
we do but elect more responsive directors?
THAT IS WHY THIS LETTER IS NECESSARY.
* * * * * * *
Our open-ending proposal was announced on June 15, 2000.
Since then, the stock price has risen and the discount has closed
from 20% to 12%. We think the discount narrowing is no accident.
Whether that progress will continue by DSF open-ending or whether
the discount will expand to 20% or more is now up to you.
Our nominees cannot match the incumbents for pedigree and
titles. They are aristocrats and we are commoners. So, if
titles impress you and you care more about the managers' fees
than DSF's stock price, you may vote to re-elect the incumbents.
Then, they can continue to enjoy their twilight years with their
distinguished colleagues. On the other hand, if you want
directors who, like you, own shares of DSF and who are committed
to eliminating the discount and achieving a higher stock price,
you need to return the GREEN proxy card. If you have already
returned the WHITE proxy card sent to you by the Board and you
want to elect directors who are committed to taking action
designed to enhance the value of your shares, you must return a
GREEN proxy card. Remember, only the last valid proxy card you
submit is counted and it supersedes any previous ones.
Therefore, once you submit a GREEN proxy card, please do not sign
and submit a later dated WHITE proxy card, as that will
invalidate your vote. If you have any questions, please call me
at (914) 747-5262 or e-mail me at [email protected].
Yours truly,
Phillip Goldstein
Fellow DSF Shareholder
PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
DIRECTORS OF DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on October 26, 2000)
My name is Phillip Goldstein. I am sending this proxy
statement and the enclosed GREEN proxy card to holders of record
on August 25, 2000 (the "Record Date") of Dresdner RCM Global
Strategic Income Fund, Inc. (the "Fund"). I am soliciting a
proxy to vote your shares at the 2000 Annual Meeting of
Shareholders of the Fund (the "Meeting") and at any and all
adjournments or postponements of the Meeting. Please refer to
the Fund's proxy soliciting material for additional information
concerning the Meeting and the matters to be considered by the
shareholders.
This proxy statement and the enclosed GREEN proxy card are
first being sent to shareholders of the Fund on or about
September --, 2000.
INTRODUCTION
There are three matters that the Fund has scheduled to be
voted upon at the meeting:
1. The election of three persons to serve as directors of the
Fund;
2. The ratification of the selection of PricewaterhouseCoopers
LLP as the independent accountants of the Fund for the fiscal
year ending October 31, 2000;
3. A stockholder proposal recommending that the Fund be open-
ended.
I am soliciting a proxy to vote your shares FOR the election
of Andrew Dakos, Glenn Goodstein and me as directors of the Fund
and FOR the open-ending proposal. I am making no recommendation
as to how your shares should be voted on the ratification of the
selection of the Fund's independent accountants.
How Proxies Will Be Voted
All of the matters scheduled by the Fund to be voted on at
the meeting are included on the enclosed GREEN proxy card. If
you return a GREEN proxy card to me or to my agent, your shares
will be voted on each matter as you indicate. If you do not
indicate how your shares are to be voted on a matter, they will
be voted FOR the election of my nominees to the Board, FOR the
open-ending proposal and TO ABSTAIN on the ratification of the
selection of the Fund's independent auditor.
If you return a GREEN proxy card, you will be granting the
persons named as proxies discretionary authority to vote on any
other matters of which they are not now aware that may come
before the meeting. These may include, among other things,
matters relating to the conduct of the meeting.
Voting Requirements
If a quorum is not present at the meeting the persons named
as proxies may propose one or more adjournments of the meeting to
permit further solicitation of proxies, consideration of matters
of which I am not aware at this time, or negotiations with the
incumbent directors. The proxies may also propose one or more
adjournments for other legal reasons not currently foreseen. If
an adjournment of the meeting is proposed, the persons named as
proxies on the GREEN proxy card will vote for or against such
adjournment in their discretion. The proxies may also
temporarily decline to attend the meeting, thereby preventing a
quorum to solicit additional proxies or for other legal reasons
not currently foreseen. Please refer to the Fund's proxy
statement for the quorum requirements and the voting requirements
for each proposal.
Revocation of Proxies
You may revoke any proxy you give to management or to me at
any time prior to its exercise by (i) delivering a written
revocation of your proxy to the Fund; (ii) executing and
delivering a later dated proxy to me or to the Fund or to our
respective agents; or (iii) voting in person at the meeting.
(Attendance at the meeting will not in and of itself revoke a
proxy.) There is no limit on the number of times you may revoke
your proxy prior to the meeting. Only the latest dated, properly
signed proxy card will be counted.
Information Concerning the Soliciting Shareholder
The shareholder making this solicitation is Phillip
Goldstein, 60 Heritage Drive, Pleasantville, NY 10570. I am an
investment manager who presently manages investment portfolios
having assets in excess of $60 million. Since December 1, 1992,
I have been the president and 50% shareholder of a company that
serves as the general partner of a private investment
partnership. That partnership is a shareholder in the Fund.
Since 1996, I have taken an active role in urging the management
of certain registered closed-end investment companies to take
various actions that I believe would benefit their shareholders.
As of September --, 2000, I am deemed to be the beneficial
owner of ------- shares of Common Stock of the Fund held in
brokerage accounts by my clients and me, representing
approximately ---% of the Fund's outstanding Common Stock.
Exhibit 1 to this proxy statement contains a schedule showing my
purchases and sales of Common Stock within the past two years.
REASON FOR THE SOLICITATION
At the meeting, you will be able to vote on a proposal
recommending that the Fund be open-ended. The present board
opposes open-ending and refuses to make any commitment to honor
the shareholders' wishes -- even if the open-ending proposal
receives overwhelming shareholder support. Therefore, we are
conducting this solicitation in order to elect directors who are
committed to abiding by the outcome of the vote on the open-
ending proposal.
CERTAIN CONSIDERATIONS
In deciding whether to give me your proxy, you should
consider the following:
If my nominees are elected, they will constitute a minority
of the Board. Open-ending requires approval by the Board and the
shareholders and no assurance can be given that such approvals
will be obtained. In addition, various costs, which would be
borne indirectly by shareholders, may be associated with open-
ending, including but not limited to those associated with
holding a special meeting of shareholders. I believe that such
costs are far outweighed by the benefits of open-ending.
I believe that all shareholders of the Fund will benefit
from any actions taken to improve shareholder value or to reduce
or eliminate the discount from NAV. However, my clients who hold
shares of the Fund pay me fees. These fees are based upon a
share of the profits each client earns and will be greater if the
value of the Fund's shares increases.
ELECTION OF DIRECTORS
At the meeting, I will nominate the following persons for
election as directors for a term expiring in 2003.
Name, Address, Age Principal Business Occupation(s)
Phillip Goldstein (Age 55)
60 Heritage Drive
Pleasantville, NY 10570
Since 1992, Mr. Goldstein has managed
investments for a limited number of clients
and has served as the portfolio manager and
president of the general partner of
Opportunity Partners, a private investment
partnership. He was a director of Clemente
Strategic Value Fund from 1998 to 2000 and
was elected a director of The Mexico Equity
and Income Fund in February 2000 and The
Italy Fund in May 2000.
Glenn Goodstein (Age 37)
16830 Adlon Road
Encino, CA 91436 Since 1992, Mr. Goodstein has managed
investments for a limited number of clients.
Between 1988 and 1996, Mr. Goodstein held
several executive positions with Automatic
Data Processing. He was elected a director
of The Italy Fund in May 2000.
Andrew Dakos (Age 34)
14 Mill Street
Lodi, NJ 07644 Private investor. Vice President -- Sales,
UVitec Printing Ink, Inc. since 1997, Sales
Manager 1992-1997.
As of September --, 2000 Mr. Goldstein and Mr. Goodstein
beneficially owned ------ and ----- shares of the Fund
respectively. Mr. Dakos is a limited partner in a partnership
that owns ------- shares.
Other than fees that may be payable by the Fund to its
directors, none of my nominees have any arrangement or
understanding with any person with respect to any future
employment by the Fund or by any affiliate of the Fund.
The persons named as proxies on the enclosed GREEN proxy
card intend, in the absence of contrary instructions, to vote all
proxies they are entitled to vote FOR the election of the above
persons, each of whom have consented to stand for election and to
serve if elected. If any nominee is unable to serve, an event
not now anticipated, the proxies will be voted for such other
person, if any, as is designated by the persons named as proxies.
RATIFICATION OF THE INDEPENDENT AUDITOR
The incumbent board of directors has selected
PricewaterhouseCoopers ("PwC") as the independent accountants of
the Fund for the fiscal year ending October 31, 2000. On January
6, 2000, the Securities and Exchange Commission released a report
that documented numerous violations by PwC of the Commission's
independence rules. Without further information, I cannot make
any recommendation with respect to the ratification of the
selection of PwC. Therefore, in the absence of contrary
instructions, the persons named as proxies on the GREEN proxy
card intend to vote TO ABSTAIN on this matter.
A RECOMMENDATION THAT THE FUND BE OPEN-ENDED
Forbes magazine says that open-ending is "the best thing
that can happen to your discounted closed-end [fund]." Open-
ending will eliminate the discount. I strongly recommend that
shareholders vote FOR open-ending. In the absence of contrary
instructions, the proxies will vote FOR this proposal.
THE SOLICITATION
I am making this solicitation personally. Persons affiliated
with or employed by the general partner of the investment
partnership that I manage may assist me in the solicitation of
proxies. They will not receive any special compensation for
their services. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial
owners of shares of Common Stock for whom they hold shares of
record. I will reimburse these organizations for their
reasonable out-of-pocket expenses.
Initially, I will personally bear all of the expenses related
to this proxy solicitation. Because I believe that the
shareholders will benefit from this solicitation, I intend to
seek reimbursement of these expenses from the Fund. Shareholders
will not be asked to vote on the reimbursement of solicitation
expenses incurred by either the incumbent directors or me. I
estimate that my expenses will be about $40,000. As of September
--, 2000, my expenses have been approximately $--,000. If I am
not reimbursed by the Fund, I may seek reimbursement from one or
more of my clients or from the general partner of the investment
partnership that I manage.
I am not and, within the past year, have not been a party to
any contract, arrangement or understanding with any person with
respect to any securities of the Fund. In addition, there is no
arrangement or understanding involving either myself or any
affiliate that relates to future employment by the Fund or any
future transaction with the Fund.
ADDITIONAL PROPOSALS
I know of no business that will be presented for
consideration at the meeting other than that set forth in this
proxy statement and in the Fund's proxy statement. If any other
matters are properly presented for consideration at the meeting,
it is the intention of the persons named as proxies in the
enclosed GREEN proxy card to vote in accordance with their own
best judgment on such matters.
DATED: September --, 2000
EXHIBIT 1: SECURITIES OF THE FUND PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, I have not had
any interest, direct or indirect in the Fund. The following
table sets forth certain information with respect to purchases
and sales of shares of Common Stock of the Fund within the past
two years by me and by accounts holding shares as to which I am
deemed to be the beneficial owner. Some of the shares are held
in margin accounts, together with other securities. Therefore, a
portion of the purchase price and market value of the shares may
from time to time be represented by margin borrowings, depending
upon the net debit balances, if any, of the margin accounts,
which fluctuate daily.
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF
DRESDNER RCM GLOBAL STRATEGIC INCOME FUND, INC. BY PHILLIP
GOLDSTEIN
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 26, 2000
The undersigned hereby appoints Steven Samuels, Andrew Dakos,
Glenn Goodstein, Rajeev Das and Phillip Goldstein, and each of
them, as proxies, with full power of substitution, to attend the
Annual Meeting of Shareholders of Dresdner Global Strategic
Income Fund, Inc. (the "Fund") to be held on October 26, 2000
(the "Meeting"), and any adjournment or postponement thereof, and
to vote on all matters that may come before the Meeting and any
such adjournment or postponement the number of shares that the
undersigned would be entitled to vote, with all the power the
undersigned would possess if present in person, as specified
below. The proxies may vote in their discretion with respect to
such other matter or matters as may come before the Meeting and
with respect to all matters incident to the conduct of the
Meeting. The proxies may also temporarily decline to attend the
meeting, thereby preventing a quorum in order to solicit
additional proxies or for any other legal reason.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [
].)
1. ELECTION OF PHILLIP GOLDSTEIN, GLENN GOODSTEIN, AND ANDREW
DAKOS AS DIRECTORS.
FOR all of the nominees listed above [ ]
WITHHOLD AUTHORITY [ ]
(except as indicated to the contrary below)
to vote for all of the nominees listed above
To withhold authority to vote for one or more nominees,
enter the name(s) of the nominee(s) below.
____________________________________________________________
__________________
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Fund's independent
accountants for the fiscal year ending October 31, 2000:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. A stockholder proposal recommending that the Fund be open-
ended.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Important - - Please sign and date below. Your shares will be
voted as directed. If no direction is made, this proxy will be
voted FOR the election of the nominees named above in Proposal 1
and For Proposal 3 and will abstain from voting on Proposal 2.
The undersigned hereby acknowledges receipt of the proxy
statement dated September --, 2000 of Phillip Goldstein and
revokes any proxy previously executed.
Please sign exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized
person. Please return promptly in the enclosed envelope.
SIGNATURE(S)__________________________Dated: _______________
