BEA STRATEGIC INCOME FUND INC
DEF 14A, 1997-04-22
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<PAGE>
                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /
 
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    /X/  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 
         240.14a-12
                      BEA Strategic Income Fund, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  No fee required.
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 
     and 0-11

     1) Title of each class of securities to which transaction applies:

        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:

        ------------------------------------------------------------------------
     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):

        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:

        ------------------------------------------------------------------------
     5) Total fee paid:

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

/ /  Fee paid previously with preliminary materials.

/ /   Check box if any part of the fee is offset as provided by Exchange Act 
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
      paid previously. Identify the previous filing by registration statement 
      number, or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:

        ------------------------------------------------------------------------
     3) Filing Party:

        ------------------------------------------------------------------------
     4) Date Filed:

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

<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                        BEA STRATEGIC INCOME FUND, INC.
                              ONE CITICORP CENTER
                              153 EAST 53RD STREET
                                   57TH FLOOR
                            NEW YORK, NEW YORK 10022
 
                              -------------------
 
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                       TO BE HELD ON MONDAY, MAY 12, 1997
                                 --------------
 
TO OUR STOCKHOLDERS:
 
    NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting  of  Stockholders (the
"Meeting") of  BEA Strategic  Income Fund,  Inc. (the  "Fund") will  be held  on
Monday,  May 12,  1997, at  11:30 a.m., New  York City  time, at  the offices of
Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor,
New York, New York 10022. The purpose of the Meeting is to consider and act upon
the following proposals and to consider and  act upon such other matters as  may
properly come before the Meeting or any adjournments thereof:
 
         1. To elect four (4) Directors for the ensuing year.
 
         2.  To  ratify  the  selection  by  the  Board  of  Directors  of Price
    Waterhouse LLP  as  independent  public  accountants  for  the  year  ending
    December 31, 1997.
 
         3.  To approve an amendment to  the Fund's Articles of Incorporation to
    change the name of the Fund.
 
    The close of business on April 4, 1997 has been fixed as the record date for
the determination of the stockholders of the Fund entitled to notice of, and  to
vote at, the Meeting.
 
   
    This  notice and related proxy  material are first being  mailed on or about
April 22, 1997.
    
 
                                          By Order of the Board of Directors
                                             /s/Michael A. Pignataro
                                            MICHAEL A. PIGNATARO
                                                 SECRETARY
 
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY CARD IN THE  ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE  IS
REQUIRED  IF  MAILED IN  THE UNITED  STATES.  IN ORDER  TO AVOID  THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION, WE ASK  YOUR COOPERATION IN MAILING YOUR  PROXY
CARD PROMPTLY.
 
   
Dated: April 22, 1997
    
<PAGE>
                        BEA STRATEGIC INCOME FUND, INC.
                              ONE CITICORP CENTER
                              153 EAST 53RD STREET
                                   57TH FLOOR
                            NEW YORK, NEW YORK 10022
 
                              -------------------
 
                                PROXY STATEMENT
                                    FOR THE
                         ANNUAL MEETING OF STOCKHOLDERS
                                 TO BE HELD ON
                              MONDAY, MAY 12, 1997
 
                              -------------------
 
    This  statement is furnished by the Board  of Directors (the "Board") of BEA
Strategic Income Fund, Inc., a Maryland corporation (the "Fund"), in  connection
with  the  solicitation  by it  of  proxies for  use  at the  Annual  Meeting of
Stockholders (the "Meeting") to be held on  Monday, May 12, 1997 at 11:30  a.m.,
New  York City time,  at the offices  of Willkie Farr  & Gallagher, One Citicorp
Center, 153 East 53rd Street, 47th Floor, New York, New York 10022. The  purpose
of  the  Meeting  and  the  matters  to be  acted  upon  are  set  forth  in the
accompanying Notice of Annual Meeting of Stockholders.
 
    If the  accompanying  proxy card  (the  "Proxy") is  properly  executed  and
returned,  shares represented by it  will be voted at  the Meeting in accordance
with the instructions on  the Proxy. However, if  no instructions are  specified
and  the Proxy is signed, shares will be  voted FOR the election of each nominee
for Director,  FOR the  other Proposals  stated in  the accompanying  Notice  of
Annual  Meeting and  FOR any  other matters  that may  properly come  before the
Meeting and that  are deemed appropriate.  A Proxy  may be revoked  at any  time
prior  to the time it is voted by written notice to the Secretary of the Fund or
by requesting such action at the Meeting.
 
   
    The close of business on April 4, 1997 has been fixed as the record date for
the determination of  stockholders entitled to  notice of, and  to vote at,  the
Meeting. On that date, the Fund had 8,454,140 shares of Common Stock outstanding
and entitled to vote. Each share will be entitled to one vote at the Meeting and
fractional  shares  are entitled  to  proportionate shares  of  one vote.  It is
expected that the Notice  of Annual Meeting, Proxy  Statement and form of  Proxy
will first be mailed to stockholders on or about April 22, 1997.
    
 
    BEA  Associates ("BEA") is the investment adviser to the Fund. The principal
executive office of BEA is located at One Citicorp Center, 153 East 53rd Street,
57th Floor,  New York,  New York  10022.  The Fund  employs Chase  Global  Funds
Services  Company (formerly Mutual Funds  Service Company) (the "Administrator")
under an Administration Agreement to provide certain administrative services  to
the  Fund. The  principal business  address of  the Administrator  is 73 Tremont
Street, Boston, Massachusetts 02108-3913.
 
    The Fund's Annual  Report containing  audited financial  statements for  the
year  ended December 31, 1996 has  previously been furnished to all stockholders
of the Fund. It  is not to  be regarded as  proxy-soliciting material. The  Fund
will  furnish, without charge,  a copy of its  most recent unaudited Semi-Annual
Report and audited Annual Report, upon written  or oral request to the Fund  c/o
BEA Associates, One Citicorp Center, 153 East 53rd Street, 57th Floor, New York,
New  York 10022, toll-free telephone number  (800) 293-1232. These requests will
be honored within three business days of receipt.
 
                                       1
<PAGE>
    The holders of one-third of the shares of the Fund outstanding at the  close
of business on the record date, present in person or by proxy, will constitute a
quorum for the Meeting. Shares represented by properly executed Proxies that are
marked "ABSTAIN" and broker non-votes will be treated as shares that are present
for  determining whether a quorum has been achieved at the Meeting. In the event
that a quorum is not  present or represented, the holders  of a majority of  the
shares  present in person  or by proxy  may adjourn the  Meeting, without notice
other than announcement  at the Meeting,  until the requisite  number of  shares
entitled  to vote at the  Meeting shall be present. If  a quorum is present, but
sufficient votes to approve one or more of the proposed items are not  received,
the persons named as proxies may propose one or more adjournments of the Meeting
to  permit further solicitations  of Proxies. Any  such adjournment will require
the affirmative vote of  a majority of  those shares present  at the Meeting  or
represented  by proxy. When voting on  a proposed adjournment, the persons named
as proxies  will vote  FOR the  proposed adjournment  all shares  that they  are
entitled  to vote with respect to each proposal, unless directed to vote against
such proposal, in  which case  such shares will  be voted  AGAINST the  proposed
adjournment.
 
   
    The  election  of  Directors  (Proposal No.  1)  requires  for  approval the
affirmative vote  of  a  plurality  of  the shares  cast  at  the  Meeting.  The
affirmative  vote of the holders of a majority of the shares cast at the Meeting
is required for  the ratification of  the selection of  Price Waterhouse LLP  as
independent   public  accountants  for  the   Fund  (Proposal  No.  2).  Because
abstentions  and  broker  non-votes  are  not  treated  as  shares  voted,   any
abstentions  and broker  non-votes would have  no impact on  such proposals. The
affirmative vote of the holders of a majority of the shares entitled to be  cast
at  the Meeting is required for approval of the amendment to the Fund's Articles
of Incorporation that is necessary to change the Fund's name (Proposal No. 3).
    
 
    The expense  of solicitation  will be  borne by  the Fund  and will  include
reimbursement  to brokerage  firms and others  for expenses  in forwarding proxy
solicitation material to beneficial owners. The Fund has also retained MacKenzie
Partners, Inc. ("MacKenzie"), a  proxy solicitation firm, for  a fee payable  by
the Fund of approximately $5,000 plus reimbursement for its reasonable expenses.
The  solicitation  of proxies  will be  made  largely by  mail, but  may include
telephonic, telegraphic or  oral communications by  employees of MacKenzie  and,
without additional cost to the Fund, BEA.
 
                             ELECTION OF DIRECTORS
                                (PROPOSAL NO. 1)
 
   
    At  the Meeting, four (4) Directors will be elected to hold office until the
next annual meeting  of stockholders  following their election  and until  their
respective  successors are  elected and  qualified. It  is the  intention of the
persons named in the accompanying Proxy to  vote for the election of Enrique  R.
Arzac,  Lawrence J. Fox, James S. Pasman, Jr.  and William W. Priest, Jr. All of
the nominees  are currently  members of  the  Board of  Directors. Each  of  the
nominees  has consented to  be named in this  Proxy Statement and  to serve as a
Director if elected.
    
 
    The Board of Directors  has no reason  to believe that  any of the  nominees
named  above will  become unavailable  for election as  a Director,  but if that
should occur before the Meeting, Proxies will  be voted for such persons as  the
Board may recommend.
 
                                       2
<PAGE>
    The  following table sets forth  certain information regarding the Directors
of the Fund, each  of whom has  been nominated for re-election  to the Board  of
Directors.  Each Director who is  deemed an "interested person"  of the Fund, as
defined in the Investment Company Act of  1940, as amended (the "1940 Act"),  is
indicated  by an asterisk in the table  below. Each Director has sole voting and
investment power  with  respect to  the  shares  shown. Each  Director  and  the
officers  and Directors of the Fund as a group owns less than one percent of the
outstanding shares of Common Stock of the Fund.
 
   
<TABLE>
<CAPTION>
                                        SHARES                                                         MEMBERSHIPS ON BOARDS
                                     BENEFICIALLY                                                       OF OTHER REGISTERED
                                       OWNED ON      CURRENT PRINCIPAL OCCUPATION                       INVESTMENT COMPANIES
                                       APRIL 4,        AND PRINCIPAL EMPLOYMENT     LENGTH OF SERVICE    AND PUBLICLY HELD
            NAME (AGE)                   1997         DURING THE PAST FIVE YEARS       AS DIRECTOR           COMPANIES
- -----------------------------------  ------------   ------------------------------  -----------------  ----------------------
<S>                                  <C>            <C>                             <C>                <C>
Prof. Enrique R. Arzac (55) .......        1,500    Professor of Finance and           Since 1990.     Director of nine other
  Columbia University                               Director of the Financial                          BEA-advised investment
  Graduate School of                                Management Program, Graduate                       companies; Director of
  Business                                          School of Business, Columbia                       The Adam Express
  New York, NY 10027                                University (1971-present).                         Company; Director of
                                                                                                       Petroleum and
                                                                                                       Resources Corporation.
Lawrence J. Fox (53) ..............            0    Managing Partner and Chairman      Since 1990.     Director of one other
  110 PNB Building                                  of Professional Responsibility                     BEA- advised
  1,346 Chestnut Streets                            Committee of Drinker Biddle &                      investment company.
  Philadelphia, PA 19107                            Reath (1/92-present); Partner
                                                    of Drinker Biddle & Reath
                                                    (since 1976).
James S. Pasman, Jr. (66) .........        1,000    Currently retired; President       Since 1988.     Director of one other
  29 The Trillium                                   and Chief Operating Officer of                     BEA- advised
  Pittsburgh, PA 15238                              National InterGroup, Inc.                          investment company;
                                                    (4/89-3/91).                                       Director of ADT, Ltd.;
                                                                                                       Trustee, BT Insurance
                                                                                                       Funds Trust, Inc.
William W. Priest, Jr.* (55) ......            0    Chairman of the Management         Since 1997.     Director of ten other
  153 East 53rd Street                              Committee, Chief Executive                         BEA- advised
  New York, NY 10022                                Officer and Executive Director                     investment companies.
                                                    of BEA (12/90-present).
 
Directors and officers as a group
  (11) ............................        2,500
</TABLE>
    
 
- --------------
*    Mr. Priest is an interested person of the Fund by virtue of his position as
     an officer of BEA.
 
                                       3
<PAGE>
    The Fund pays annual compensation of  $10,000, plus $500 for attendance  per
meeting   of  the  Board  of  Directors  or  Committees  thereof,  plus  certain
out-of-pocket expenses, to each  Director that is not  affiliated with BEA,  its
investment  adviser (three  Directors are  not affiliated  with BEA).  Each such
Director is also  a director  of BEA  Income Fund,  Inc., and  in that  capacity
receives  the  same  annual  and per-meeting  fees,  plus  certain out-of-pocket
expenses, for services as a director of such fund.
 
    The following  table shows  certain compensation  information for  the  year
ended  December 31, 1996 for  each Director who is  not affiliated with BEA. The
Fund has no bonus, profit sharing, pension or retirement plans.
 
<TABLE>
<CAPTION>
                                                                                                TOTAL NUMBER OF
                                              PENSION OR                            TOTAL          BOARDS OF
                                              RETIREMENT                         COMPENSATION     BEA-ADVISED
                             AGGREGATE     BENEFITS ACCRUED   ESTIMATED ANNUAL    FROM FUND       INVESTMENT
                            COMPENSATION   AS PART OF FUND     BENEFITS UPON       AND FUND        COMPANIES
     NAME OF DIRECTOR        FROM FUND         EXPENSE           RETIREMENT        COMPLEX          SERVED
- --------------------------  ------------   ----------------   ----------------   ------------   ---------------
<S>                         <C>            <C>                <C>                <C>            <C>
Enrique R. Arzac+.........    $13,500             $0                 $0            $83,500            10
Lawrence J. Fox...........    $13,000             $0                 $0            $27,500             2
James S. Pasman, Jr.......    $13,000             $0                 $0            $27,500             2
</TABLE>
 
- ------------------
+    On February 13, 1996, Prof. Arzac was elected as a director of eight  other
     BEA-advised investment companies and therefore earned a prorated annual fee
     for his services in respect thereto for the 1996 fiscal year.
 
    The  Board of  Directors has an  Audit Committee. The  Audit Committee makes
recommendations to the full  Board with respect to  the selection of the  Fund's
independent   public  accountants  and  reviews   with  the  independent  public
accountants the plan and  results of the audit  engagement and matters having  a
material effect upon the Fund's financial operations. As of the date hereof, the
members  of the Audit Committee are Messrs.  Arzac, Fox and Pasman. The Board of
Directors of  the  Fund  will consider  nominees  recommended  by  stockholders.
Recommendations should be submitted to the Board in care of the Secretary of the
Fund. The Fund does not have a compensation committee.
 
    During  1996, there  were four  meetings of the  Board of  Directors and two
meetings of  the Audit  Committee. Each  Director attended  75% or  more of  the
aggregate  number of the  meetings of the  Board of Directors  and committees on
which he served held during the period for which he was a Director.
 
                                       4
<PAGE>
    The following table  shows certain  information about officers  of the  Fund
other than Mr. Priest, who is described above. Mr. Priest is the Chief Executive
Officer of the Fund and has served in such position since February 1997.
 
<TABLE>
<CAPTION>
                                   SHARES
                                BENEFICIALLY                                CURRENT PRINCIPAL OCCUPATION AND
                                  OWNED ON                                   PRINCIPAL EMPLOYMENT DURING THE
          NAME (AGE)            APRIL 4, 1997      POSITION WITH FUND                PAST FIVE YEARS
- ------------------------------  -------------   -------------------------  -----------------------------------
<S>                             <C>             <C>                        <C>
Richard J. Lindquist (36) ....        0         President and Chief        Executive Director of BEA
  153 East 53rd Street                          Investment Officer since   (3/97-present); Managing Director
  New York, NY 10022                            1996                       of BEA (4/95-2/97); Managing
                                                                           Director of CS First Boston
                                                                           Investment Management Corporation
                                                                           ("CSFBIM") (3/93-3/95); Director of
                                                                           CSFBIM (4/92-2/93).
Suzanne Moran (31) ...........        0         Investment Officer since   Vice President of BEA
  153 East 53rd Street                          1996                       (1/97-present); Assistant Vice
  New York, NY 10022                                                       President and Fixed Income Trader
                                                                           of BEA (5/95-12/96); Assistant Vice
                                                                           President and Portfolio Analyst at
                                                                           CS First Boston (8/91-4/95).
Paul P. Stamler (36) .........        0         Treasurer since 1996       Vice President of BEA
  153 East 53rd Street                                                     (6/93-present); self-employed as a
  New York, NY 10022                                                       certified public accountant
                                                                           (4/92-5/93); Vice President of
                                                                           Bear, Stearns & Co. Inc.
                                                                           (6/88-3/92).
Michael A. Pignataro (37) ....        0         Vice President and         Vice President of BEA
  153 East 53rd Street                          Secretary since 1996       (12/95-present); Assistant Vice
  New York, NY 10022                                                       President and Chief Administrative
                                                                           Officer for Investment Companies of
                                                                           BEA (9/89-12/95).
Wendy S. Setnicka (32) .......        0         Assistant Vice President   Assistant Vice President of BEA
  153 East 53rd Street                          and Assistant Secretary    (1/97-present); Administrative
  New York, NY 10022                            since 1996                 Officer for Investment Companies of
                                                                           BEA (11/93-present); Supervisor of
                                                                           Fund Accounting and Administration
                                                                           at Reich & Tang LP (6/89-11/93).
</TABLE>
 
                                       5
<PAGE>
<TABLE>
<CAPTION>
                                   SHARES
                                BENEFICIALLY                                CURRENT PRINCIPAL OCCUPATION AND
                                  OWNED ON                                   PRINCIPAL EMPLOYMENT DURING THE
          NAME (AGE)            APRIL 4, 1997      POSITION WITH FUND                PAST FIVE YEARS
- ------------------------------  -------------   -------------------------  -----------------------------------
<S>                             <C>             <C>                        <C>
John M. Corcoran (32) ........        0         Assistant Treasurer since  Vice President of the Administrator
  73 Tremont Street                             1994                       (7/96-present); Second Vice
  Boston, MA 02108-3913                                                    President of the Administrator
                                                                           (10/93-6/96); Audit Manager, Ernst
                                                                           & Young (8/87-9/93).
</TABLE>
 
    By  virtue of  the responsibilities assumed  by its  investment adviser, the
Fund itself  requires no  employees other  than its  officers, and  none of  its
officers  devotes full-time  responsibilities to  the affairs  of the  Fund. All
officers are employees of and are compensated by BEA or the Administrator and do
not receive any compensation from the Fund.
 
    Section 16(a) of the  Securities Exchange Act of  1934 and Section 30(f)  of
the  1940 Act require the Fund's  officers and directors, officers and directors
of the  Fund's investment  adviser,  certain affiliated  persons of  the  Fund's
investment  adviser, and persons  who beneficially own more  than ten percent of
the Fund's shares, to file reports of ownership with the Securities and Exchange
Commission, the New York  Stock Exchange, Inc. and  the Fund. Based solely  upon
its   review  of  the  copies   of  such  forms  received   by  it  and  written
representations from such persons, the Fund  believes that, for the fiscal  year
ended December 31, 1996, all filing requirements applicable to such persons were
complied with.
 
THE  BOARD OF  DIRECTORS, INCLUDING  THE "NON-INTERESTED"  DIRECTORS, RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 1.
 
                  SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
                                (PROPOSAL NO. 2)
 
    The Directors, a majority of whom  are not "interested persons" of the  Fund
(as  defined  in the  1940 Act),  have selected  and unanimously  approved Price
Waterhouse LLP  as independent  public accountants  for the  Fund for  the  year
ending  December 31, 1997. Price Waterhouse  LLP has been the independent public
accountants of  the  Fund  since  its  organization.  The  ratification  of  the
selection  of independent public accountants is to be voted upon at the Meeting.
It is the intention of the persons  named in the accompanying Proxy to vote  for
the  selection of Price Waterhouse LLP. A representative of Price Waterhouse LLP
is expected to be present at the Meeting and will have the opportunity to make a
statement if such representative so desires  and is expected to be available  to
respond to appropriate questions.
 
THE  BOARD OF  DIRECTORS, INCLUDING  THE "NON-INTERESTED"  DIRECTORS, RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 2.
 
                                       6
<PAGE>
                          APPROVAL OF AN AMENDMENT TO
                      THE FUND'S ARTICLES OF INCORPORATION
                                (PROPOSAL NO. 3)
 
   
    The current  name  of the  Fund  as set  forth  in the  Fund's  Articles  of
Incorporation  is BEA Strategic  Income Fund, Inc.  The proposed amendment would
amend the Articles of Incorporation of the  Fund to state that "The name of  the
corporation  (hereinafter  referred to  as "the  Corporation") is  BEA Strategic
Global Income Fund, Inc." The purpose of  this amendment is to adopt a name  for
the  Fund that reflects more closely its  investment policy, as amended, and the
Fund's greater focus on the international sector. At a meeting held on  February
10,  1997,  the Board  of Directors  approved  an amendment  to the  Fund's non-
fundamental investment policy that enables the Fund  to invest up to 35% of  its
total assets in debt securities of sovereign and/or corporate issuers located in
emerging  markets. There  is no requirement  that such debt  securities be rated
investment grade or that they be comparable to investment grade securities.
    
 
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 3.
 
                                 OTHER MATTERS
 
    No business other than as  set forth herein is  expected to come before  the
Meeting,  but should  any other matter  requiring a vote  of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon  in accordance with their best judgment  in
the interest of the Fund.
 
                            STOCKHOLDER'S PROPOSALS
 
    A stockholder proposal intended to be presented at the Fund's Annual Meeting
of  Stockholders in 1998 must be received by  the Fund on or before December 14,
1997 in order to  be included in  the Fund's proxy statement  and form of  proxy
relating  to that meeting. A stockholder desiring to submit a proposal must be a
record or beneficial owner of  at least 1% of  the outstanding shares or  shares
with  a market value of $1,000 entitled to be voted at the meeting and must have
held such shares for at least one year. Further, the stockholders must  continue
to  hold such shares through the date  on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal.  There
are  additional  requirements regarding  proposals  of the  stockholders,  and a
stockholder contemplating submission  of a  proposal is referred  to Rule  14a-8
promulgated under the Securities Exchange Act of 1934.
 
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 CARD AND
RETURN IT IN  THE ENCLOSED SELF-ADDRESSED  ENVELOPE. NO POSTAGE  IS REQUIRED  IF
MAILED IN THE UNITED STATES.
 
                                       7
<PAGE>
                        BEA STRATEGIC INCOME FUND, INC.
                                     PROXY
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
    The  undersigned hereby appoints Paul P. Stamler and Michael A. Pignataro as
Proxies, each with the  power to appoint his  substitute, and hereby  authorizes
them to represent and to vote, as designated on the other side and in accordance
with  their  judgment on  such other  matters  as may  properly come  before the
meeting or any adjournments  thereof, all shares of  BEA Strategic Income  Fund,
Inc. (the "Fund") that the undersigned is entitled to vote at the annual meeting
of stockholders on May 12, 1997, and at any adjournment thereof.
 
     (CONTINUED--SIGNATURE REQUIRED ON THE REVERSE SIDE OF THIS PROXY CARD)
<PAGE>
- --------------------------------------------------------------------------------
 
 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1 AND
                            "FOR" PROPOSALS 2 AND 3.
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                           <C>                          <C>
PROPOSAL 1--ELECTION OF THE FOLLOWING NOMINEES AS                FOR nominees listed          WITHHOLD AUTHORITY
DIRECTORS:                                                    (except as marked to the     to vote for the nominees
              Enrique R. Arzac            James S. Pasman          contrary below)
                                                                         / /                          / /
              Lawrence J. Fox             William W. Priest, Jr.
</TABLE>
 
(Instruction: To withhold authority for any individual, write the individual's
name on the line provided below.)
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                        <C>       <C>       <C>
PROPOSAL 2--TO RATIFY THE SELECTION OF PRICE WATERHOUSE      FOR     AGAINST   ABSTAIN
LLP  AS INDEPENDENT PUBLIC ACCOUNTANTS  OF THE FUND FOR      / /       / /       / /
THE YEAR ENDING DECEMBER 31, 1997:
</TABLE>

<TABLE>
<S>                                                        <C>       <C>       <C>
PROPOSAL 3--TO AMEND THE FUND'S ARTICLES OF INCORPORATION    FOR     AGAINST   ABSTAIN
TO CHANGE THE NAME OF THE FUND TO BEA STRATEGIC GLOBAL       / /       / /       / /
INCOME FUND, INC.
</TABLE>

    PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
 
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
 
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
 
                                  When shares are held by joint tenants, both
                                                  should sign.
 
                                When signing as attorney, executor,
                                administrator, trustee or guardian, please  give
                                full  title  as such.  If a  corporation, please
                                sign in  full  corporate name  by  president  or
                                other  authorized  officer.  If  a  partnership,
                                please sign  in partnership  name by  authorized
                                person.
                                Date: __________________________________________
                                _______________________   ______________________
                                Signature          Print Name
                                _______________________   ______________________
                                Signature if held  Print Name
                                jointly




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