<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Rule14a-11(c) or Rule14a-12
North American Government Bond Fund, Inc.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement., if other than 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>
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
September 22, 1998
Dear Shareholder:
We are writing to ask you to elect a Board of Directors.
We are asking you to vote to reelect Edward S. Hyman, Richard T. Hale,
James J. Cunnane, Louis E. Levy, Eugene J. McDonald and Rebecca W. Rimel and to
add Joseph R. Hardiman and Carl W. Vogt to the Fund's Board. This election will
place the Fund's Board of Directors in alignment with other Boards in the Fund
Complex and will provide flexibility to fill vacancies in the future.
Mr. Hardiman served as President and Chief Executive Officer of the
National Association of Securities Dealers, Inc. (NASD) and its subsidiary, The
NASDAQ Stock Market, Inc., for nearly ten years. Mr. Vogt is a Senior Partner
for Fulbright & Jaworski L.L.P. and a Director of the Yellow Corporation and
American Science & Engineering. In addition, Mr. Vogt serves as a Director of
ten other funds in the Fund Complex and Mr. Hardiman is a Director-elect of
seven other funds in the Fund Complex. Both Nominees bring excellent business
and investment experience as well as unquestioned integrity.
While we are enthusiastic that Messrs. Hardiman and Vogt will join the
Board (with your approval), we are sad that John F. Kroeger, one of the
original Board members of the North American Government Bond Fund, Inc., is
retiring. Mr. Kroeger has provided sound advice and asked pointed questions
since the Fund's organization in 1992. We will miss him.
A proxy which explains this matter in detail is attached. We ask that
you read it and then vote. Your vote is important to us. Please take a moment
now to complete, sign and return your proxy card in the enclosed postage-paid
envelope.
Thank you for your cooperation.
Sincerely yours,
/s/ Edward S. Hyman
---------------------------
Edward S. Hyman
Chairman
<PAGE>
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
One South Street
Baltimore, Maryland 21202
-------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
October 23, 1998
TO THE SHAREHOLDERS OF NORTH AMERICAN GOVERNMENT BOND FUND, INC.
You are cordially invited to a special meeting (the "Special Meeting") of
the shareholders of North American Government Bond Fund, Inc. (the "Fund") on
Friday, October 23, 1998, at 12:00 p.m. Eastern Time at the offices of
Investment Company Capital Corp., in the Conference Room on the 30th Floor of
The Alex. Brown Building, One South Street, Baltimore, Maryland 21202, for the
purpose of considering the proposal set forth below and for the transaction of
such other business as may be properly brought before the Special Meeting:
PROPOSAL: To consider and act upon a proposal to elect a Board of
Directors of the Fund.
Only shareholders of the Fund at the close of business on September 11,
1998 are entitled to notice of, and to vote at, this meeting or any adjournment
thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE-PAID ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON
AS POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN AND DATE
YOUR PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM
NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.
Amy M. Olmert
Secretary
Dated: September 22, 1998
<PAGE>
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
One South Street
Baltimore, Maryland 21202
---------------------
PROXY STATEMENT
---------------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
October 23, 1998
This Proxy Statement is furnished by the Board of Directors of North
American Government Bond Fund, Inc. (the "Fund") in connection with the
solicitation of proxies for use at the special meeting of shareholders of the
Fund to be held on Friday, October 23, 1998, at 12:00 p.m. Eastern Time, or at
any adjournment thereof (the "Special Meeting"), at the offices of Investment
Company Capital Corp., in the Conference Room on the 30th Floor of The Alex.
Brown Building, One South Street, Baltimore, Maryland 21202. It is expected
that the Notice of Special Meeting, the Proxy Statement and a Proxy Card will
be mailed to shareholders on or about September 22, 1998.
The purpose of the Special Meeting is to ask the Fund's shareholders to
elect a Board of Directors.
If you do not expect to be present at the Special Meeting and wish your
shares to be voted, please sign and date the enclosed Proxy Card ("Proxy") and
mail it in the enclosed reply envelope, allowing sufficient time for the Proxy
to be received on or before 12:00 p.m. Eastern Time on Friday, October 23,
1998. No postage is required if the Proxy is mailed in the United States. If
the accompanying Proxy is executed properly and returned, shares represented by
it will be voted at the Special Meeting in accordance with the instructions on
the Proxy. However, if no instructions are specified, shares will be voted FOR
the election of the proposed Board of Directors of the Fund (the "Proposal").
All shareholders of the Fund are entitled to vote on the Proposal. Shareholders
may revoke their Proxies at any time prior to the time they are voted by giving
written notice to the Secretary of the Fund, by delivering a subsequently dated
Proxy or by attending and voting at the Special Meeting.
The close of business on September 11, 1998, has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting and at any adjournment thereof.
On the Record Date, the Fund had 6,354,511.875 ISI North American Government
Bond Fund Shares outstanding. Each full share will be entitled to one vote at
the Special Meeting and each fraction of a share will be entitled to the
fraction of a vote equal to the proportion of a full share represented by the
fractional share.
The expenses of the Special Meeting will be borne by the Fund and will
include reimbursement to brokerage firms and others for expenses in forwarding
Proxy solicitation materials to beneficial owners. The solicitation of Proxies
will be largely by mail, but may include telephonic, telegraphic or oral
communication by employees and officers of International Strategy & Investment
Inc. ("ISI"), which serves as the Fund's investment advisor or Investment
Company Capital Corp. ("ICC"), which serves as the Fund's administrator.
THE FUND WILL FURNISH TO SHAREHOLDERS, WITHOUT CHARGE, A COPY OF THE
ANNUAL REPORT FOR ITS FISCAL YEAR ENDED MARCH 31, 1998. THE ANNUAL REPORT OF
THE FUND MAY BE OBTAINED BY WRITTEN REQUEST TO NORTH AMERICAN GOVERNMENT BOND
FUND, INC., ONE SOUTH STREET, BALTIMORE, MARYLAND 21202 OR BY CALLING
(800) 767-FLAG.
The Fund is registered as an open-end, non-diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") and its shares are registered under the Securities Act of 1933, as
amended.
1
<PAGE>
PROPOSAL: To consider and act upon a proposal to elect a Board of Directors of
the Fund.
At the Special Meeting, it is proposed that eight Directors be elected to
hold office until their successors are duly elected and qualified. The persons
named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all Proxies on behalf of the shareholders for the
election of Edward S. Hyman, James J. Cunnane, Richard T. Hale, Joseph R.
Hardiman, Louis E. Levy, Eugene J. McDonald, Rebecca W. Rimel and Carl W. Vogt
(each, a "Nominee" and collectively, the "Nominees"). All of the Nominees are
currently members of the Board of Directors, except for Messrs. Hardiman and
Vogt. Messrs. Hyman, Hale and McDonald were elected by the Sole Shareholder of
the Fund on December 15, 1992. Messrs. Cunnane, Levy and Ms. Rimel were
appointed by the Board of Directors to fill vacancies on the Board as they
arose and have not previously been elected by shareholders. John F. Kroeger,
who has served as a Director of the Fund since its organization, is retiring
from the Board of Directors effective September 27, 1998.
The election of Directors is to assure future flexibility in complying
with the 1940 Act and Maryland law. In particular, Section 16 of the 1940 Act
requires that in order to fill vacancies on the Board, at least two-thirds of
the Directors holding office after such vacancies are filled must have been
elected by shareholders. Under the 1940 Act, if at any time less than a
majority of the Directors have been elected by shareholders, the Directors then
holding office are required to hold a meeting of shareholders within sixty (60)
days for the purpose of electing Directors to fill any existing vacancies on
the Board of Directors. As a result of the retirement of Mr. Kroeger, less than
a majority of the Directors have been elected by shareholders of the Fund and,
accordingly, the Fund is required to hold a meeting of shareholders for the
purpose of electing Directors.
Each of the Nominees has consented to being named in this Proxy Statement
and to serving as a Director if elected. The Fund knows of no reason why any
Nominee would be unable or unwilling to serve if elected.
The Fund is incorporated under the laws of the State of Maryland. Under
Maryland General Corporation Law, a corporation registered under the 1940 Act,
such as the Fund, is not required to hold an annual meeting in any year in
which the election of Directors is not required to be acted upon under the 1940
Act. The Fund has availed itself of this provision and achieves cost savings by
eliminating printing costs, mailing charges and other expenses involved in
routine annual meetings. Because the Fund does not hold regular annual
shareholder meetings, each Nominee, if elected, will hold office until his or
her successor is elected and qualified.
Even with the elimination of routine annual meetings, the Board of
Directors may call special meetings of shareholders for action by shareholder
vote as may be required by the 1940 Act, or as required or permitted by the
Articles of Incorporation and By-Laws of the Fund. As described above,
shareholder meetings will be held, in compliance with the 1940 Act, to elect
Directors under certain circumstances. Shareholder meetings may also be held by
the Fund for other purposes, including to approve investment policy changes, a
new investment advisory or sub-advisory agreement or other matters requiring
shareholder action under the 1940 Act. In addition, Maryland General
Corporation Law provides for the calling of a special meeting by the written
request of shareholders holding at least 25% of the shares entitled to vote at
the meeting.
Information Regarding Nominees
The following information is provided for each Nominee. As of June 30,
1998, the Nominees as a group and the Directors and officers of the Fund as a
group beneficially owned an aggregate of less than 1% of the total outstanding
shares of the Fund.
2
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially
Name and Position Business Experience during the Past Owned as of
with the Fund Age Five Years (including all directorships) June 30, 1998** Percentage
- ------------------------ ----- ------------------------------------------------- --------------------- -----------
<S> <C> <C> <C> <C>
Edward S. Hyman* 53 Chairman and Economist, International None ***
Chairman and Director Strategy & Investment Inc. (registered
since 1992 investment advisor); Chairman and President,
International Strategy & Investment Group
Inc. (registered broker-dealer), 1991-Present.
Director of 4 funds in the Fund Complex.****
Richard T. Hale* 53 Managing Director, BT Alex. Brown None ***
Vice Chairman and Incorporated; Director and President,
Director since 1992 Investment Company Capital Corp. (registered
investment advisor); Chartered Financial
Analyst. Director of 11 funds in the Fund
Complex.
James J. Cunnane 60 Managing Director, CBC Capital (merchant None ***
Director since 1994 banking), 1993-Present. Formerly, Senior Vice
President and Chief Financial Officer, General
Dynamics Corporation (defense), 1989-1993;
Director, The Arch Fund (registered
investment company). Director of each fund in
the Fund Complex.
Joseph R. Hardiman 61 Private Equity Investor and Capital Markets None ***
Nominee Consultant; Director, The Nevis Fund
(registered investment company). Formerly,
President and Chief Executive Officer, The
National Association of Securities Dealers, Inc.
and The NASDAQ Stock Market, Inc.,
1987-1997; Chief Operating Officer of Alex.
Brown & Sons Incorporated (now BT Alex.
Brown Incorporated), 1985-1987.
Director-elect of 7 funds in the Fund Complex.
Louis E. Levy 65 Director, Kimberly-Clark Corporation None ***
Director since 1994 (personal consumer products) and Household
International (finance and banking); Chairman
of the Quality Control Inquiry Committee,
American Institute of Certified Public
Accountants. Formerly, Trustee, Merrill Lynch
Funds for Institutions, 1991-1993; Adjunct
Professor, Columbia University - Graduate
School of Business, 1991-1992; Partner,
KPMG Peat Marwick, retired 1990. Director
of each fund in the Fund Complex.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially
Name and Position Business Experience during the Past Owned as of
with the Fund Age Five Years (including all directorships) June 30, 1998** Percentage
- ---------------------- ----- ----------------------------------------------- -------------------- -----------
<S> <C> <C> <C> <C>
Eugene J. McDonald 66 President, Duke Management Company None ***
Director since 1992 (investments); Executive Vice President, Duke
University (education, research and health
care); Director, Central Carolina Bank & Trust
(banking), Key Funds (registered investment
companies) and DP Mann Holdings
(insurance). Formerly, Director, AMBAC
Treasurers Trust (registered investment
company). Director of each fund in the Fund
Complex.
Rebecca W. Rimel 47 President and Chief Executive Officer, The None ***
Director since 1995 Pew Charitable Trusts; Director and Executive
Vice President, The Glenmede Trust Company.
Formerly, Executive Director, The Pew
Charitable Trusts. Director of 10 funds in the
Fund Complex.
Carl W. Vogt, Esq. 62 Senior Partner, Fulbright & Jaworski L.L.P. None ***
Nominee (law); Director, Yellow Corporation (trucking)
and American Science & Engineering (x-ray
detection equipment). Formerly, Chairman and
Member, National Transportation Safety
Board; Director, National Railroad Passenger
Corporation (Amtrak); Director and Member,
Aviation System Capacity Advisory Committee
(Federal Aviation Administration). Director of
10 funds in the Fund Complex.
</TABLE>
- ------------------
* Denotes an individual who is an "interested person" as defined in the 1940
Act.
** This information has been provided by each Nominee for Director of the
Fund.
*** As of June 30, 1998, the Nominees as a group beneficially owned an
aggregate of less than 1% of the total outstanding shares of the Fund.
**** The "Fund Complex" consists of 12 registered investment companies which
hold themselves out to investors as related companies for purposes of
investment and investor services for which ICC provides investment
advisory or administration services.
Compensation of Directors
Each Director who is not an "interested person" within the meaning of the
1940 Act, receives an aggregate annual fee (plus reimbursement for reasonable
out-of-pocket expenses incurred in connection with his or her attendance at
Board and committee meetings) from the Fund and all of the funds in the Fund
Complex for which he or she serves. Payment of such fees and expenses is
allocated among all such funds described above in proportion to their relative
net assets. For the fiscal year ended March 31, 1998, Directors' fees
attributable to the assets of the Fund totaled approximately $249. Officers of
the Fund receive no direct remuneration in such capacity from the Fund.
Directors and officers of the Fund who are employees of BT Alex. Brown
Incorporated or its affiliates ("BT Alex. Brown") or ISI or its affiliates may
be considered to have received remuneration indirectly.
Any Director who receives fees from the Fund is permitted to defer a
minimum of 50%, and up to 100%, of his or her annual compensation pursuant to a
Deferred Compensation Plan. Messrs. Cunnane, Levy and McDonald and Ms. Rimel
have each executed a Deferred Compensation Agreement and may defer a portion of
their compensation from the Fund and the Fund Complex. Currently, the deferring
Directors may select from
4
<PAGE>
various funds in the Fund Complex and BT International Equity Fund, in which
all or part of their deferral account shall be deemed to be invested.
Distributions from the deferring Directors' deferral accounts will be paid in
cash, in quarterly installments over a period of ten years.
The aggregate compensation payable by the Fund to each of the Fund's
Directors serving during the fiscal year ended March 31, 1998 is set forth in
the compensation table below. The aggregate compensation payable to such
Directors during the fiscal year ended March 31, 1998 by the Fund Complex is
also set forth in the compensation table below.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation Number of Funds
Compensation Benefits Accrued as from the Fund in Fund Complex
Payable Part of Fund and Fund Complex for which Director
Name and Position from the Fund Expenses Payable to Directors Serves
- -------------------------------------- --------------- ----------------------- ---------------------- -------------------
<S> <C> <C> <C> <C>
Edward S. Hyman, Chairman and
Director(1) ......................... $ 0 $0 $ 0 4
Richard T. Hale, Vice Chairman and
Director(1) ......................... $ 0 $0 $ 0 12(2)
James J. Cunnane, Director ........... $ 298(3) (4) $ 39,000 13(2)
John F. Kroeger, Director(5) ......... $ 375 (4) $ 49,000 13(2)
Louis E. Levy, Director .............. $ 298 (4) $ 39,000 13(2)
Eugene J. McDonald, Director ......... $ 298(3) (4) $ 39,000 13(2)
Rebecca W. Rimel, Director ........... $ 304(3) (4) $ 39,000(6) 11(2)
</TABLE>
- ------------
(1) Denotes an individual who is an "interested person" as defined in the 1940
Act.
(2) One of these funds ceased operations on July 29, 1998.
(3) Of the amounts payable to Messrs. Cunnane, McDonald and Ms. Rimel, $298,
$298 and $304, respectively, was deferred pursuant to the Fund Complex's
Deferred Compensation Plan.
(4) The Fund Complex has adopted a retirement plan for eligible Directors, as
described below. The actuarially computed pension expense for the Fund for
the fiscal year ended March 31, 1998 was $1,405.
(5) Retiring effective September 27, 1998.
(6) Ms. Rimel receives proportionately higher compensation from each fund for
which she serves as a Director.
The Fund Complex has adopted a retirement plan (the "Retirement Plan") for
Directors who are not employees of the Fund, the Fund's investment advisor or
their respective affiliates (each, a "Participant" and collectively, the
"Participants"). After completion of six years of service, each Participant
will be entitled to receive an annual retirement benefit equal to a percentage
of the fees earned by such Participant in his or her last year of service. Upon
retirement, each Participant will receive annually 10% of such fee for each
year that he or she served after completion of the first five years, up to a
maximum annual benefit of 50% of the fee earned by the Participant in his or
her last year of service. The fee will be paid quarterly, for life, by each
fund for which he or she serves. The Retirement Plan is unfunded and unvested.
Mr. Kroeger has qualified but has not received benefits. The Fund has two
Participants, a Director who retired effective December 31, 1994 and a Director
who retired effective December 31, 1996, who have qualified for the Retirement
Plan by serving thirteen years and fourteen years, respectively, as Directors
in the Fund Complex and each of whom will be paid a quarterly fee of $4,875 by
the Fund Complex for the rest of his life. Such fees are allocated to each fund
in the Fund Complex based upon the relative net assets of such fund to the Fund
Complex.
Set forth in the table below are the estimated annual benefits payable to
a Participant upon retirement assuming various years of service and payment of
a percentage of the fee earned by such Participant in his or her last year of
service, as described below. The approximate credited years of service, shown
in parentheses, for each Participant at December 31, 1997, are as follows:
Messrs. Cunnane (3), Kroeger (15), Levy (3) McDonald (5) and Ms. Rimel (2).
5
<PAGE>
Estimated Annual Benefits Payable by Fund Complex Upon Retirement
Years of Service Chairman of Audit Committee Other Participants
- -------------------- ----------------------------- -------------------
6 years $ 4,900 $ 3,900
7 years $ 9,800 $ 7,800
8 years $14,700 $11,700
9 years $19,600 $15,600
10 years or more $24,500 $19,500
Meetings and Committees of the Board of Directors
There were four regular and two special meetings of the Board of Directors
held during the fiscal year ended March 31, 1998. In such fiscal year, all
Directors, except Messrs. Hyman and Kroeger, attended at least 75% of the
meetings of the Board of Directors held during their respective terms.
The Board of Directors has an Audit and Compliance Committee. The Audit
and Compliance Committee makes recommendations to the full Board of Directors
with respect to the engagement of independent accountants. The Committee
reviews, with the independent accountants, the results of the audit engagement
and matters having a material effect on the Fund's financial operations. The
members of the Audit and Compliance Committee during the fiscal year ended
March 31, 1998, were Messrs. Kroeger (Chairman), Cunnane, Levy and McDonald and
Ms. Rimel each of whom is not an "interested person" within the meaning of the
1940 Act. If reelected, Mr. Levy will become Chairman of the Audit and
Compliance Committee, and, if elected, Messrs. Hardiman and Vogt will become
members of such Committee. The Audit and Compliance Committee met four times
during the fiscal year ended March 31, 1998. In such fiscal year, all members
attended at least 75% of the meetings of the Audit and Compliance Committee
held during their respective terms. The Chairman of the Audit and Compliance
Committee receives an aggregate annual fee of $10,000 from the Fund Complex.
Payment of such fee is allocated among all funds in the Fund Complex in
proportion to their relative net assets.
The Board of Directors has a Nominating Committee. The Nominating
Committee makes recommendations to the full Board of Directors with respect to
candidates for the Board of Directors. The members of the Nominating Committee
during the fiscal year ended March 31, 1998, were Messrs. McDonald (Chairman),
Cunnane, Kroeger and Levy, and Ms. Rimel, each of whom is not an "interested
person" within the meaning of the 1940 Act. If elected, Messrs. Hardiman and
Vogt will become members of the Nominating Committee. The Nominating Committee
did not meet during the fiscal year ended March 31, 1998.
The Board of Directors has a Compensation Committee. The Compensation
Committee makes recommendations to the full Board of Directors with respect to
the compensation of Directors. The members of the Compensation Committee during
the fiscal year ended March 31, 1998, were Messrs. Cunnane (Chairman), Kroeger,
Levy and McDonald, and Ms. Rimel, each of whom is not an "interested person"
within the meaning of the 1940 Act. If elected, Messrs. Hardiman and Vogt will
become members of the Compensation Committee. The Compensation Committee did
not meet during the fiscal year ended March 31, 1998.
On September 1, 1997, Alex. Brown Incorporated, the indirect parent of
Investment Company Capital Corp., merged with and into a subsidiary of Bankers
Trust New York Corporation (now known as Bankers Trust Corporation). In
connection with the Merger, Mr. Richard T. Hale, a Director of the Fund and a
Director and President of ICC, exchanged his shares of Alex. Brown Incorporated
(89,545 shares) for shares of Bankers Trust Corporation at the rate of 0.83
shares of Bankers Trust Corporation (valued at such time at $103.75 per share)
for each share of Alex. Brown Incorporated. Since the Merger, Mr. Hale has sold
366 shares of Bankers Trust Corporation. As of June 30, 1998, to Fund
Management's knowledge, Mr. Hale beneficially owned 74,722 shares of Bankers
Trust Corporation.
Board Approval of the Election of Directors
At a meeting of the Board of Directors held June 30, 1998, the Board of
Directors recommended that shareholders vote FOR each of the Nominees for
Director named herein. In recommending that shareholders elect the Nominees as
Directors of the Fund, the Board of Directors considered the Nominees'
experience and qualifications.
6
<PAGE>
Shareholder Approval of the Election of Directors
The election of the Directors requires the affirmative vote of a plurality
of all votes cast at the Special Meeting, provided that one-third of the shares
entitled to vote are present in person or by proxy at the Special Meeting. If
you give no voting instructions, your shares will be voted FOR all Nominees
named herein. If the Directors are not approved by shareholders of the Fund,
the Board of Directors will consider alternative nominations.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
OF THE FUND VOTE FOR THE ELECTION OF DIRECTORS.
7
<PAGE>
ADDITIONAL INFORMATION
Directors and Executive Officers
Information about each of the Fund's current Directors and principal
executive officers is set forth below. Directors and officers of the Fund are
also directors and officers of some or all of the other investment companies
managed, administered or advised by BT Alex. Brown or any of its affiliates.
<TABLE>
<CAPTION>
Position with
Name the Fund Age
- -------------------- ---------------------- -----
<S> <C> <C>
Edward S. Hyman* Chairman and 53
Director since 1992
Richard T. Hale* Vice Chairman and 53
Director since 1992
James J. Cunnane Director since 1994 60
John F. Kroeger Director since 1992 74
Louis E. Levy Director since 1994 65
Eugene J. McDonald Director since 1992 66
Rebecca W. Rimel Director since 1995 47
R. Alan Medaugh President since 1992 55
Nancy Lazar Vice President since 41
1992
Carrie L. Butler Vice President since 31
1995
Margaret M. Beeler Assistant Vice 31
President since 1997
<CAPTION>
Business Experience Shares
during the Past Five Years Beneficially Owned
Name (including all directorships) as of June 30, 1998** Percentage
- -------------------- ----------------------------------------- ----------------------- -----------
<S> <C> <C> <C>
Edward S. Hyman* See "Information Regarding None ***
Nominees."
Richard T. Hale* See "Information Regarding None ***
Nominees."
James J. Cunnane See "Information Regarding None ***
Nominees."
John F. Kroeger Formerly, Director/Trustee, AIM Funds None ***
(registered investment companies);
Consultant, Wendell & Stockel
Associates, Inc. (consulting firm);
General Manager, Shell Oil Company.
Director of each fund in the Fund
Complex.
Louis E. Levy See "Information Regarding None ***
Nominees."
Eugene J. McDonald See "Information Regarding None ***
Nominees."
Rebecca W. Rimel See "Information Regarding None ***
Nominees."
R. Alan Medaugh President, International Strategy and None ***
Investment Inc. (registered investment
advisor) and Director, International
Strategy & Investment Group Inc.
(registered broker-dealer), 1991-
Present.
Nancy Lazar Executive Vice President and Secretary, None ***
International Strategy & Investment
Inc. (registered investment advisor) and
Executive Vice President and Director,
International Strategy & Investment
Group Inc. (registered broker-dealer),
1991-Present.
Carrie L. Butler Assistant Vice President, International None ***
Strategy & Investment Inc. (registered
investment advisor), 1991-Present.
Margaret M. Beeler Assistant Vice President, International None ***
Strategy & Investment Inc. (registered
investment advisor), 1996-Present.
Formerly, Marketing Representative,
U.S. Healthcare, Inc., 1995-1996; Sales
Manager, Donna Maione, Inc.,
1994-1995 and Deborah Wiley
California, 1989-1994.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Position with
Name the Fund Age
- ------------------- ---------------------- -----
<S> <C> <C>
Keith C. Reilly Assistant Vice 32
President since 1997
Amy M. Olmert Secretary since 1997 35
Joseph A. Finelli Treasurer since 1995 41
Scott J. Liotta Assistant Secretary 33
since 1997
<CAPTION>
Business Experience Shares
during the Past Five Years Beneficially Owned
Name (including all directorships) as of June 30, 1998** Percentage
- ------------------- ----------------------------------------- ----------------------- -----------
<S> <C> <C> <C>
Keith C. Reilly Assistant Vice President, International None ***
Strategy & Investment Inc. (registered
investment advisor), 1996-Present.
Formerly, Select Private Banking
Officer, Assistant Manager, Chemical
Bank, 1995-1996; Financial Consultant,
Dreyfus Corporation, 1989-1995.
Amy M. Olmert Vice President, BT Alex. Brown None ***
Incorporated, 1997-Present. Formerly,
Senior Manager, Coopers & Lybrand
L.L.P. (now, PricewaterhouseCoopers
LLP), 1988-1997.
Joseph A. Finelli Vice President, BT Alex. Brown None ***
Incorporated and Vice President,
Investment Company Capital Corp.
(registered investment advisor), 1995-
Present. Formerly, Vice President and
Treasurer, The Delaware Group of
Funds (registered investment
companies) and Vice President,
Delaware Management Company Inc.
(investments), 1980-1995.
Scott J. Liotta Assistant Vice President, BT Alex. None ***
Brown Incorporated, 1996-Present.
Formerly, Manager and Foreign
Markets Specialist, Putnam Investments
Inc. (registered investment companies),
1994-1996; Supervisor, Brown Brothers
Harriman & Co. (domestic and global
custody), 1991-1994.
</TABLE>
- ------------
* Denotes an individual who is an "interested person" as defined in the 1940
Act.
** This information has been provided by each Director and Officer of the
Fund.
*** As of June 30, 1998, the Directors and officers of the Fund as a group (15
persons) beneficially owned an aggregate of less than 1% of the total
outstanding shares of the Fund.
<PAGE>
Investment Advisor
International Strategy & Investment Inc., located at 717 Fifth Avenue, New
York, New York 10022, serves as the Fund's investment advisor. Due to their
stock ownership, Messrs. Edward S. Hyman, Chairman of the Fund and ISI, and R.
Alan Medaugh, President of the Fund and ISI, may be deemed to be controlling
persons of ISI.
Principal Underwriter
International Strategy & Investment Group Inc., located at 717 Fifth
Avenue, New York, New York 10022, acts as the Fund's principal underwriter. Due
to their stock ownership, Mr. Edward S. Hyman and Ms. Nancy Lazar may be deemed
to be controlling persons of International Strategy & Investment Group Inc.
Independent Accountants
A majority of the Fund's Board of Directors who are not "interested
persons" (within the meaning of the 1940 Act) of the Fund have selected
PricewaterhouseCoopers LLP (formerly, Coopers & Lybrand L.L.P.) as the
independent accountants of the Fund for the fiscal year ending March 31, 1999.
A representative of PricewaterhouseCoopers LLP will be available by telephone
during the Special Meeting, if needed, to make a statement if desired and to
respond to appropriate questions from shareholders.
Beneficial Owners
To the knowledge of Fund Management, as of the Record Date, there were no
beneficial owners of 5% or more of the outstanding shares of the Fund.
9
<PAGE>
Submission of Shareholder Proposals
As a Maryland corporation, the Fund is not required to hold annual
shareholder meetings, except in certain limited circumstances. Shareholders who
wish to present a proposal for action at the next meeting or suggestions as to
nominees for the Board of Directors should submit the proposal or suggestions
to be considered to the Fund sixty (60) days in advance of any such meeting for
inclusion in the Fund's proxy statement and form of proxy for such meeting as
is held. The Nominating Committee of the Board of Directors will give
consideration to shareholder suggestions as to nominees for the Board of
Directors. Shareholders retain the right, under limited circumstances, to
request that a meeting of the shareholders be held for the purpose of
considering the removal of a Director from office, and, if such a request is
made, the Fund will assist with shareholder communications in connection with
the meeting.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of
all votes cast at the Special Meeting, provided that one-third of the shares
entitled to vote are present in person or by Proxy at the Special Meeting.
Abstentions and "broker non-votes" will not be counted for or against the
Proposal but will be counted for purposes of determining whether a quorum is
present. The Fund believes that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the Proposal when they have not
received instructions from beneficial owners.
Other Matters
No business other than the matter described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of
the Special Meeting or any question as to an adjournment of the Special Meeting
arise, the persons named in the enclosed Proxy will vote thereon according to
their best judgment in the interest of the Fund.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND
WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO FILL IN, SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
By Order of the Directors,
Amy M. Olmert
Secretary
Dated: September 22, 1998
10
<PAGE>
FLAG INVESTORS
PROXY SERVICES
P.O. BOX 515
BALTIMORE, MD 21202
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
October 23, 1998
----------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF NORTH AMERICAN GOVERNMENT
BOND FUND, INC.
This proxy is for your use in voting the matter relating to North American
Government Bond Fund, Inc. (the "Fund"). The undersigned shareholder(s) of the
Fund, revoking previous proxies, hereby appoint(s), Edward J. Veilleux, Amy M.
Olmert and Scott J. Liotta, and each of them (with full power of substitution)
the proxies of the undersigned to attend the Special Meeting of Shareholders
of the Fund to be held on October 23, 1998 (the "Special Meeting") and any
adjournments thereof, to vote all of the shares of the Fund that the signer
would be entitled to vote if personally present at the Special Meeting and on
any matter incident to the conduct of the Special Meeting, all as set forth in
the Notice of Special Meeting of Shareholders and Proxy Statement of the Board
of Directors. Said proxies are directed to vote or refrain from voting
pursuant to the Proxy Statement as indicated upon the matter set forth below.
This proxy will be voted as indicated below. If no indication is made, this
proxy will be voted FOR the proposal set forth below. The undersigned
acknowledges receipt with this proxy of a copy of the Notice of Special
Meeting of Shareholders and the Proxy Statement of the Board of Directors.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |X|
KEEP THIS PORTION FOR YOUR RECORDS.
- ------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY.
NORTH AMERICAN GOVERNMENT BOND FUND, INC.
Vote on Directors
To consider and act upon a proposal to elect a Board of Directors.
01) Edward S. Hyman 05) James J. Cunnane
02) Richard T. Hale 06) Louis E. Levy
03) Joseph R. Hardiman 07) Rebecca W. Rimel
04) Eugene J. McDonald 08) Carl W. Vogt
[ ] FOR ALL
[ ] WITHHOLD ALL
[ ] FOR ALL EXCEPT:
To withhold authority to vote mark "FOR ALL EXCEPT" and write the
nominee's name on the line below.
- ----------------------------------------------
<PAGE>
<TABLE>
<S> <C> <C>
Please print and sign your
name in the space provided to
authorize the voting of your ________________________________ _______________
shares as indicated and return Signature [PLEASE SIGN WITHIN BOX] Date
promptly. When signing on
behalf of a corporation,
partnership, estate, trust
or in any other ________________________________ ______________
representative capacity, Signature (Joint Owners) Date
please sign your name and
title. For joint accounts,
each joint owner must sign.
</TABLE>
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
