Securities and Exchange Commission
Washington, D.C. 20549
-------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 11
Global Small Cap Fund, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
37935V103
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(CUSIP Number)
Ralph W. Bradshaw
c/o Deep Discount Advisors, Inc.
One West Pack Square, Suite 777
Asheville, NC 28801
(828) 255-4833
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 1999
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
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CUSIP No.: 37935V103 13D Page 2
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==========================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Deep Discount Advisors, Inc.
===========================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
===========================================================================
3 SEC USE ONLY
===========================================================================
4 SOURCE OF FUNDS OO
===========================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
===========================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
One West Pack Square, Suite 777 Asheville, NC 28801
===========================================================================
NUMBER OF | | SOLE VOTING POWER
SHARES | 7 | 949463
============================================================================
BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
============================================================================
BY EACH | | SOLE DISPOSITIVE POWER 949463
REPORTING | 9 |
============================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
============================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 949463
=======================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=======================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 25.0%
=======================================================================
14 TYPE OF REPORTING PERSON IA
======================================================================
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CUSIP No.: 37935V103 13D Page 3
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===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Ron Olin Investment Management Company
===============================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
========================================================================
3 SEC USE ONLY
======================================================================
4 SOURCE OF FUNDS OO
======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
One West Pack Square, Suite 777 Asheville, NC 28801
=====================================================================
NUMBER OF | | SOLE VOTING POWER
SHARES | 7 | 630900
=====================================================================
BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
====================================================================
BY EACH | | SOLE DISPOSITIVE POWER 630900
REPORTING | 9 |
=====================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 630900
=====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=========================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 16.6%
=======================================================================
14 TYPE OF REPORTING PERSON IA
=========================================================================
<PAGE>
This Amendment No. 11 supplements and updates information in Item 4 and Item 5
and adds Exhibit 5.
ITEM 4. PURPOSE OF TRANSACTION
The issuer is holding a special meeting of the shareholders scheduled for
December 30, 1999 to seek shareholder approval to convert the fund into an open-
end investment company by reorganizing it into PaineWebber Global Equity Fund.
The reporting persons are soliciting proxies for the meeting which contain
additional proposals to remove and replace the current directors. A copy of the
definitive proxy is attached as Exhibit 5 to this filing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's semi annual report, dated March 23,1999,
states that, as of the close of business on January 31, 1999, there were
3,801,667 shares of Common Stock outstanding. The percentage set forth in
this Item 5(a) was derived using such number.
The Reporting Persons are the beneficial owners of 1,580,363
shares of Common Stock, which constitute approximately 41.6% of the outstanding
shares of Common Stock.
(b) Power to vote and to dispose of the securities resides
with the Reporting Persons.
(c) Since the last filing, the following shares
of Common Stock were traded on the open market:
Date Number of Shares Price Per Share
- - ------- ---------------- ---------------
11/29/1999 2000 bought 19.125
11/30/1999 8300 bought 19.2846
12/01/1999 1900 bought 19.5
12/02/1999 3000 bought 19.75
12/03/1999 3200 bought 20.1875
12/06/1999 900 bought 20.5625
12/07/1999 1500 bought 21.5
12/08/1999 6800 bought 21.557
12/09/1999 3800 bought 22
12/13/1999 3500 bought 22.75
12/14/1999 9500 bought 23.9145
12/15/1999 900 bought 23.75
12/16/1999 1000 bought 23.75
12/20/1999 9600 bought 24.0729
12/21/1999 1700 bought 24.0588
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: December 22, 1999 Deep Discount Advisors, Inc.
By: /s/ Ralph W. Bradshaw
----------------------------
Name: Ralph W. Bradshaw
Title: Secretary
EXHIBIT 5
Deep Discount Advisors, Inc.
One West Pack Square, Suite 777, Asheville, NC 28801
828-274-1863 Fax: 828-255-4834
Dear Fellow Stockholders:
I am Chairman of Deep Discount Advisors, Inc. and General Partner of Ron Olin
Investment Management Company, both registered investment advisors, which are
the Soliciting Shareholders ("Soliciting Shareholder") for this Proxy. We
represent substantial shareholder interests in the Global Small Cap Fund, Inc.
(the "Fund"), controlling approximately 40% of outstanding shares.
We are concerned about the dismal long-term "total investment return"
experienced by the shareholders of this fund and the persistent discount from
net asset value per share ("NAV") which has plagued the Fund as a result. We
believe these two problems go hand-in-hand and that both need to be addressed by
the stockholders. We are not professional arbitrageurs, opportunistic short
- -term speculators, or "fund-busters". We are fellow stockholders who believe in
good corporate governance and in maximizing shareholder value. We believe that
the current Board and Adviser have failed dismally to deliver shareholder value
and that their reorganization proposal fails to address a significant part of
the performance problem, particularly for those shareholders who may wish to
maintain their investment in the Fund. The shareholders of this Fund deserve
better. That is why we are providing you with additional choices. On our
proxy, you may vote in favor or against the Fund's recommendation that it be
absorbed by a Paine Webber open-end fund as a method of providing NAV to
shareholders. You may also vote to replace the current directors with a
different slate committed to shareholder value. If the reorganization proposal
passes, our alternate Directors are committed to implement the approved plan.
However, in the event that the reorganization proposal fails, they are also
committed to take effective action to improve portfolio performance, reduce
expenses, and deal with the discount problem. In particular, they will initiate
an immediate repurchase program to aggressively buy back fund shares in the
market whenever they are trading at more than a nominal discount to NAV. This
will have the added effect of enhancing NAV and fund performance for those
shareholders remaining in the Fund. Because it may add to the demand for the
Fund's shares in the market, it may also have the effect of reducing or
eliminating the discount at which the Fund's shares might otherwise trade.
Fund performance has been simply terrible. The Fund's recent annual report
outlines the dismal record. From inception on October 15, 1993 through the
fiscal year ending July 31, 1999 the fund's "total investment return" (which
includes the impact of discounts) was +22.7%, representing an average annual
return of only +3.52%. This compares very poorly to the Fund's earlier
identified benchmark, the Morgan Stanley Capital International World Index,
which had total return of +127% in the same time period. Most recently, the
Fund's reports have instead chosen to compare performance with the less
successful Salomon Smith Barney Extended Market Index, which has increased +68%
during this same time period. Whether you are comparing the Fund's +23%
performance with +127% for one index or +68% for another, the impact on the
shareholders has been devastating. Shareholders would have done much better
with far less risk by putting their money into a savings account instead.
The reorganization proposal is just "more of the same." After we notified the
Fund of our intent to run opposing Directors to deal with the poor performance
problem, the Fund subsequently announced that it would not hold an annual
meeting to elect directors, but would instead hold a special meeting to submit a
reorganization proposal to shareholders. This proposal would have the Fund
absorbed into the open-end PaineWebber Global Equity Fund ("Global Equity Fund")
which has the same adviser and sub-advisor. Absorption of the current closed
- -end fund into an open-end fund would allow those shareholders wishing to exit
to receive NAV for their shares. However, it may not solve the long-term
performance problem for those shareholders who wish to maintain their investment
and would like reasonable returns.
1
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OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
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We believe that the Global Equity Fund's performance is poor by any standard.
The Global Equity Fund's most recent prospectus cites average annual returns
through 12/31/98 compared with the MSCI World Index as follows: One year,
Global Equity 6.59% vs. MSCI Index 24.8%; five years, Global Equity 7.6% vs.
MSCI Index 16.19%. During the same October 1993 to July 1999 performance period
discussed above, the large cap PaineWebber Global Equity Fund had a total
aggregate return of only +61% vs. +127% for the MSCI World Index. Jumping from
one poor performing fund into another does not fix the long-term performance
problem. The short term advantage of eliminating the discount may be an
inadequate compensation for continued poor portfolio performance.
The current board has failed to provide shareholder value. The current Board,
which tolerated this poor performance, is well acquainted with the adviser.
Four of the ten board members are affiliated with the adviser. The six
remaining "independent" directors own no shares in the Fund. However, they each
received amounts ranging from $94,885 to $117,853 in 1997 for serving on the
Boards of 29 investment companies for which Mitchell Hutchins or PaineWebber
served as investment adviser.
The shareholders deserve better. Our replacement Board candidates have no
affiliation with the adviser, and they represent substantial shareholder
interests. They personally own 88,800 shares. As Board members, their interest
will be focused on maximizing investment returns to the shareholders regardless
of whether or not the actions taken may conflict with the interests of the
investment adviser. If the shareholders vote for the reorganization proposal in
order to have an option to receive NAV quickly, our Director candidates are
pledged to implement the plan as fast and cheaply as possible. On the other
hand, if the shareholders reject this short term NAV fix and instead seek a
long-term performance solution, our Director candidates are up to that task.
Our efforts to enhance shareholder value were featured in the September 6, 1999
Forbes Magazine Closed-End Fund survey, page 252. This recent article
highlights the significant steps we have taken over the last year to increase
net asset value, shrink the discount, and cut expenses at the Clemente Strategic
Value Fund after we assumed positions on that Board.
Let the shareholders decide. If a shareholder is so disgusted with this poor
investment performance that he wants to exit the Fund, he should vote in favor
of the reorganization proposal. That way, he will at least be able to get full
net asset value for his shares when he leaves. On the other hand, long-term
investors may be better served by sticking with the current closed-end structure
and electing Directors committed to fixing the performance problem, reducing
expenses, and utilizing the discount to further enhance long-term returns. Some
of the shares that we represent may be voted in favor or the reorganization
proposal and some may be voted against it, commensurate with the particular
interests which those shares represent and the circumstances at the time the
ballots are cast. We cannot predict which side of the reorganization issue will
prevail.
Either way, we believe shareholders are better off returning the [GREEN] proxy
and voting in favor of our proposals to replace the current Directors with those
committed to enhancing shareholder returns under all circumstances, commensurate
with their fiduciary responsibilities.
Please read the attached Proxy Statement carefully. It contains additional
information about the persons we plan to nominate for election as directors and
the proposals we plan to introduce.
To enable us to vote your shares on these issues, please mark, sign, and date
and return the enclosed [GREEN] proxy card in the postage pre-paid envelope that
has been provided. You may vote on all proposals contained in the Fund's
[WHITE] proxy card by using the enclosed [GREEN] proxy card. Instructions for
executing the [GREEN] proxy card follow below.
If you have already returned the [WHITE] proxy card sent to you by the Fund, you
may revoke that proxy and vote for our nominees and proposals by marking,
signing, dating and mailing a later dated [GREEN] proxy card.
2
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OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
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After submitting a [GREEN] proxy card, please do not return a [WHITE] proxy
card. Doing so will revoke your [GREEN] proxy card.
If you have any questions, please call me at (828) 274-1863
Sincerely yours,
Ronald G. Olin
To support our efforts to enhance stockholder value, please mark, date, and sign
and return the enclosed [GREEN] proxy card using the enclosed postage pre-paid
envelope.
3
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OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
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VOTING INFORMATION
The Fund's proxy materials also includes a proposal relating to the merger of
the Fund with PaineWebber Global Equity Fund. You may vote on all of the
matters contained in the Fund's proxy statement by completing and returning the
enclosed [GREEN] proxy card.
The Soliciting Shareholder is not making any recommendation as to how you should
vote on approval of the proposal to merge the Fund with The PaineWebber Global
Equity Fund.
A [GREEN] proxy card which is returned to the Soliciting Shareholder or its
agent will be voted as you indicate on the card. If a [GREEN] proxy card is
returned without indicating how to vote on a matter, your shares will be voted
FOR the resolution to remove all incumbent Directors of the Fund, FOR the
shareholder resolution to elect new members of the Board of Directors to replace
the former Board members, and will ABSTAIN on the proposal to merge the Fund
with the PaineWebber Global Equity Fund. We know of no other stockholder
proposals scheduled for consideration. Any other stockholder proposals which
may be introduced at the meeting will be voted at the time of the meeting by the
Soliciting Shareholder in accordance with the best interests of the stockholders
in the sole judgement and opinion of the Soliciting Shareholder.
If you have already returned the [WHITE] proxy card that was sent to you by the
Fund, you may revoke that proxy and vote for the Soliciting Shareholder's
nominees and proposals by marking, signing, dating and mailing a later dated
[GREEN] proxy card.
Completing and returning a [WHITE] proxy card after you return the enclosed
[GREEN] proxy card will revoke the proxy given in the [GREEN] card.
Therefore, DO NOT return a [WHITE] proxy card after returning the [GREEN] card,
unless you wish to completely cancel ALL of your choices on the [GREEN] proxy
card.
4
<PAGE>
OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
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PROXY STATEMENT IN OPPOSITION
TO SOLICITATION FOR PROXIES BY THE BOARD OF DIRECTORS
OF THE GLOBAL SMALL CAP FUND, INC.
SPECIAL MEETING OF STOCKHOLDERS
To be held on December 30, 1999
This proxy statement and the enclosed [GREEN] proxy card are being furnished to
holders of record on November 4, 1999 (the "Record Date") of shares of common
stock, par value $.01 per share (the "Common Stock"), of The Global Small Cap
Fund, Inc., a Maryland corporation (the "Fund"), by Deep Discount Advisors, Inc.
and Ron Olin Investment Management Company, both registered investment advisors,
(the "Soliciting Shareholder"), in connection with the solicitation of proxies
by the Soliciting Shareholder for use at the Special Meeting of the Fund to be
held on December 30, 1999, at 1285 Avenue of the Americas, 14th Floor, New York,
New York 10019, at 10:30 a.m., New York time. The Soliciting Shareholder is
soliciting a proxy to vote your shares at the Special Meeting of Stockholders of
the Fund and at any and all adjournments or postponements of the meeting. The
Fund has been properly notified of the Soliciting Shareholder's intent to
solicit proxies on its own behalf, and the Soliciting Shareholder intends to
send its opposing proxy to a sufficient number of the Fund's shareholders to
pass all proposals.
This proxy statement and the enclosed [GREEN] proxy card are first being sent to
stockholders of the Fund on or about December 23, 1999.
INTRODUCTION
There is one matter that the Fund has scheduled to be voted on at the meeting:
1. A proposal to merge the Fund into The Paine Webber Global Equity Fund, an
open-end fund that is a portfolio of PaineWebber Investment Trust;
With respect to this matter, the Soliciting Shareholder is making no
recommendation on this proposal. Those shareholders who want to leave the Fund
should consider voting for this proposal. Those shareholders who do not want to
leave the Fund should consider carefully the performance record of The
PaineWebber Global Equity Fund before deciding how to vote. If a shareholder
returns the GREEN proxy card with no indication of how to vote on this matter,
the shares will be voted to ABSTAIN on this matter.
The Soliciting Shareholder is also soliciting your proxy to vote your shares on
the following proposals, which it intends to introduce at the meeting:
2. A stockholder resolution to remove all members of the incumbent Board of
Directors of the Fund;
3. A stockholder resolution to elect new members of the Board of Directors to
replace the former Board members for the duration of their original terms;
How Proxies Will Be Voted
All of the proposals scheduled by the Fund to be voted on at the meeting are
included in the enclosed [GREEN] proxy card. If you wish to vote FOR any of the
stockholder resolutions contained in this proxy, you may do so by completing and
returning a [GREEN] proxy card.
If you return a [GREEN] proxy card to the Soliciting Shareholder or its 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 to
ABSTAIN on the proposal to merge the Fund into The PaineWebber Global Equity
Fund, FOR the
5
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OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
- -------------------------------------------------------------------------------
shareholder resolution to remove all members of the incumbent
Board of Directors, and FOR the shareholder resolution to elect new members of
the Board of Directors to replace the former Board members. All other
stockholder proposals introduced at the meeting will be voted at the time of the
meeting by the Soliciting Shareholder in accordance with the best interests of
the stockholders, in the sole judgement and opinion of the Soliciting
Shareholder. 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 and
proposals of other stockholders.
Voting Requirements
Only stockholders of record on the Record Date are entitled to vote at the
meeting. According to the Fund's proxy statement, there were 3,801,667 shares
of Common Stock issued and outstanding on the Record Date. Holders of record on
the Record Date will be entitled to cast one vote on each matter for each share
of Common Stock held. The approval of the proposal to merge the Fund into The
PaineWebber Global Equity Fund requires the affirmative vote of a majority of
the outstanding voting securities of the Fund. The approval of the proposals to
remove all incumbent Directors of the Fund and to replace them with alternate
Directors each requires a majority of all votes represented at the meeting.
In tallying stockholder votes, abstentions and "broker non-votes" (i.e., shares
held by brokers or nominees as to which (a) instructions have not been received
from the beneficial owners or persons entitled to vote and (b) the broker or
nominee does not have discretionary voting power on a particular matter) will be
counted for purposes of determining whether a quorum is present for purposes of
convening the meeting. Abstentions and broker non-votes will have no effect on
the election of directors. The nominees receiving the largest number of votes
will be elected to serve as directors of the Fund. In addition, abstentions and
broker non-votes are not considered votes "cast" and thus, will have no effect
on any proposal.
The presence, in person or by proxy, of the holders of more than 50% of the
shares of Common Stock of the Fund entitled to vote at the meeting will
constitute a quorum for the transaction of business. If a quorum is not present
at the meeting, or if a quorum is present but sufficient votes to approve any of
the stockholder proposals are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. The proxies may also propose an adjournment for other reasons. Any
adjournment will require the affirmative vote of a majority of those shares
present at the meeting in person or by proxy. 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.
Revocation of Proxies
You may revoke any proxy you give to management or the Soliciting Shareholder at
any time prior to its exercise in the following ways:
Deliver a written revocation of your proxy to the Secretary of the Fund;
Execute and deliver a later dated proxy to the Soliciting Shareholder or to the
Fund or our respective agents; or
Vote 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.
6
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OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
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INFORMATION CONCERNING THE SOLICITING SHAREHOLDER
The beneficial shareholders making this solicitation are Deep Discount Advisors,
Inc. and Ron Olin Investment Management Company, both registered investment
advisors. These companies presently manage investment portfolios having total
assets between $100 and $200 million.
The address of the Soliciting Shareholder is One West Pack Square, Suite 777,
Asheville, NC 28801.
Ron Olin Investment Management Company and Deep Discount Advisors, Inc. are
deemed to own beneficially 615,100 shares of Common Stock and 984,063 shares of
Common Stock respectively, together representing approximately 42.1% of the
shares outstanding according to a Schedule 13D filed jointly by the two entities
on October 12, 1999.
Exhibit 1 to this proxy statement contains a schedule showing the purchases and
sales of Common Stock of the Fund by the Soliciting Shareholder within the past
two years.
The Soliciting Shareholder has made the decision to seek Board representation
after an extended period of unsatisfactory shareholder results. Moreover, it
believes effective measures have not been taken by Mitchell Hutchins nor has
there been effective direction by the current Board to deal with the persistent
discount to NAV at which the Fund's shares trade on the open market.
REASONS FOR THE SOLICITATION
In our view, management has not taken meaningful steps to enhance stockholder
value. For this reason, the Soliciting Shareholder is soliciting your vote to
elect Messrs. Olin, Bradshaw, Clark, Bentz, Goldstein, Hellerman, Lenagh,
Wilcox, Strauss, and Rogers to the Board of Directors, which it believes will
enhance stockholder value.
The election of Messrs. Olin, Bradshaw, Clark, Bentz, Goldstein, Hellerman,
Lenagh, Wilcox, Strauss, and Rogers as directors will provide stockholders with
an independent voice on important matters affecting the Fund. Their election
will give the Board a new perspective and will help assure that measures
intended to benefit stockholders are more actively considered. The approval of
various proposals introduced by the Soliciting Shareholder will also further
these goals to the extent that they may result in:
- Enhancing both net asset value and market value of the Fund's shares through
aggressive buybacks of shares in the market; buybacks by the Fund of its own
shares in the open market are limited by certain regulatory requirements.
- Greater stockholder guidance to the Board, enhancing its ability to act in
the best interests of stockholders.
If you share these goals, we urge you to vote for our nominees and proposals,
using the enclosed [GREEN] proxy card.
7
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OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
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CERTAIN CONSIDERATIONS
In deciding whether to give the Soliciting Shareholder your proxy, you should
consider the following information.
Even if its proposals are approved by stockholders and its nominees are elected,
there can be no assurance that the full Board of Directors will take any
specific actions or that such actions, if taken, will achieve their intended
goals.
Implementation of certain Board actions may require stockholder approval, and no
assurance can be given that such approval will be obtained. In addition, it is
possible that other costs which could be borne indirectly by stockholders, might
be associated with certain actions taken by the Board, including but not limited
to costs associated with holding a special meeting of stockholders.
The Soliciting Shareholder believes that all stockholders of the Fund will
benefit if any actions taken to improve stockholder value or to reduce or
eliminate the discount from NAV are successful. However, the Soliciting
Shareholder is paid fees by its clients who hold shares of the Fund. These fees
will be greater if the value of the Fund's shares increase and, in some cases,
are based upon the performance of the client's account.
SPECIAL MEETING PROPOSALS
Proposal 1 - Merge the Fund into the PaineWebber Global Equity Fund
Information concerning this proposal is contained within the Fund's proxy
statement. The Soliciting Shareholder is making no recommendation on how to
vote on this proposal and will vote to ABSTAIN if no preference is indicated on
the [GREEN] proxy. An abstention on this vote would be the same as a no vote.
Those shareholders who want to leave the Fund should consider voting for this
proposal. Those shareholders who want to remain in the Fund should give careful
consideration to the performance record of The PaineWebber Global Equity Fund
before deciding how to vote.
The Soliciting Shareholder believes that the long-term performance of The
PaineWebber Global Equity Fund is very poor by comparison to the MSCI World
Index. This fund has the same adviser as the Global Small Cap Fund, and for the
period of October 1993 to July 1999, the large cap PaineWebber Global Equity
Fund had a total return of only +61% vs. +127% for the MSCI World Index. The
Global Equity Fund's most recent prospectus cites average annual returns
compared with the MSCI World Index as follows:
Average Annual Returns through 12/31/98
Duration PW Global Equity Fund
Class A shares MSCI Index
One Year 6.59 % 24.80 %
Five Years 7.60 % 16.19 %
For those shareholders who want to remain invested, substituting a poor
- -performing closed-end fund for a poor-performing open-end fund does not solve
the problem. For long-term investors, the advantage of having a short term gain
by eliminating the discount through this merger may not be adequate compensation
for continued poor investment performance. Those shareholders who are concerned
about
8
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OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
- -------------------------------------------------------------------------------
the long-term performance record of the PaineWebber Global Equity Fund
should consider voting against this proposal.
The Soliciting Shareholders is making no recommendation with regard to this
proposal. If this proposal is left unmarked on the GREEN proxy, the shares will
be voted to ABSTAIN on this issue.
It is the position of the Soliciting Shareholder that the following two
shareholder resolutions are specifically authorized by the Fund's By-laws,
Article III, Section 5, which permit the removal and replacement of any
director(s) of the Fund "at any stockholders' meeting duly called."
Furthermore, the powers of the Board of Directors, specified in Article III,
Section 1 of the Fund's By-laws, are explicitly limited by the Fund's By-laws,
one of which permits the removal and replacement of directors by the
stockholders.
In a letter to Ron Olin dated November 22, 1999, one of the directors of the
Fund has indicated that these two resolutions will be ruled out of order and
will not be considered for the Special Meeting.
Proposal 2 - Shareholder Resolution to Remove All Incumbent Board Members
At the meeting, the Soliciting Shareholder intends to introduce the following
resolution for consideration by the stockholders:
- RESOLVED: The stockholders of The Global Small Cap Fund, Inc. hereby remove
all members of the incumbent Board of Directors from office, including Margo N.
Alexander, Richard Q. Armstrong, E. Garrett Bewkes, Jr., Richard R. Burt, Mary
C. Farrell, Meyer Feldberg, George W. Gowen, Frederic V. Malek, Carl W. Schafer,
and Brian M. Storms.
The Soliciting Shareholder believes that one of the main reasons for the poor
performance record of the Global Small Cap Fund and the failure to manage the
discount problem proactively has been the lack of effective Director leadership
from the Board level. Accordingly, we believe that the incumbent Board should
be removed and replaced by a Board that represents substantial shareholder
interests.
The Soliciting Shareholder recommends that shareholders vote IN FAVOR of this
proposal and will vote FOR this proposal if no indication is given on the
[GREEN] proxy.
Proposal 3 - Election of New Directors to Replace Former Directors
At the meeting, the Soliciting Shareholder intends to introduce the following
resolution for consideration by the stockholders:
- RESOLVED: The stockholders hereby elect the following individuals as
Directors of the Fund to replace the former Board members, removed by approval
of proposal #2 or otherwise, for the duration of their unexpired terms: Ronald
G. Olin, Ralph W. Bradshaw, Gary A. Bentz, William A. Clark, Phillip Goldstein,
Gerald Hellerman, Thomas H. Lenagh, Glenn W. Wilcox, Sr., Andrew Strauss, and
Scott B. Rogers.
Unlike the incumbent Board, the Board candidates listed above represent
substantial shareholder interests of the Fund. They are all committed to fixing
the performance problem, reducing expenses where possible, and utilizing the
discount to further enhance long-term returns through aggressive share buy
- -backs.
9
<PAGE>
OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
- -------------------------------------------------------------------------------
If elected, these Directors will serve for the remaining terms of the former
Board members, and they will stand for re-election at the next regularly
scheduled annual meeting. Biographical information for these nominees is
contained in the following section. The Soliciting Shareholder recommends that
shareholders vote IN FAVOR of this resolution and will vote FOR this resolution
if no indication is given on the [GREEN] proxy.
ELECTION OF DIRECTORS
In the event that Proposal 2 (removal of incumbent directors) is passed,
Proposal 3 provides stockholders the opportunity to elect as many as ten persons
as directors of the Fund.
The Soliciting Shareholder will nominate Messrs. Olin, Bradshaw, Clark, Bentz,
Goldstein, Hellerman, Lenagh, Wilcox, Strauss, and Rogers for election as
Directors of the Fund. If proposal 3 is passed, these nominees will constitute
the entire Board of Directors for the Fund. Information about the nominees is
as follows:
Name and Address Age Principal Occupation Past Five Years
Ronald G. Olin *
One West Pack Square
Suite 777
Asheville, NC 28801 54 Chief Executive Officer of Deep Discount
Advisors, Inc., an investment advisory firm; General Partner of Ron Olin
Investment Management Co.; Chairman and Director of Clemente Strategic Value
Fund, Inc., Director of The Austria Fund, Inc., Director of The Central European
Value Fund, Inc. and Director of The Portugal Fund, Inc., all closed-end
investment companies.
Shares of Global Small Cap Fund, Inc. (5-25-99) 80,900
Gary A. Bentz
One West Pack Square
Suite 777
Asheville, NC 28801 43 Chief Financial Officer and Treasurer of
Deep Discount Advisors, Inc., an investment advisory firm; Director of Clemente
Strategic Value Fund, Inc., and Director of The Austria Fund, Inc., both closed
- -end investment companies.
Shares of Global Small Cap Fund, Inc. (5-25-99) 2,600
Ralph W. Bradshaw
One West Pack Square
Suite 777
Asheville, NC 28801 48 Vice President of Deep Discount Advisors,
Inc., an investment advisory firm; Director of Clemente Strategic Value Fund,
Inc., Director of The Austria Fund, Inc., Director of The Central European Value
Fund, Inc. and Director of The Portugal Fund, Inc., all closed-end investment
companies.
Shares of Global Small Cap Fund, Inc. (5-25-99) 700
William A. Clark
One West Pack Square
Suite 777
Asheville, NC 28801 54 Principal of Deep Discount Advisors, Inc.,
an investment advisory firm; Director of Clemente Strategic Value Fund, Inc.,and
Director of The Austria Fund, Inc., both closed-end investment companies.
Shares of Global Small Cap Fund, Inc. (5-25-99) 3,200
10
<PAGE>
OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
- -------------------------------------------------------------------------------
Phillip Goldstein
60 Heritage Drive
Pleasantville, NY 10570 54 President of the General Partner of
Opportunity Partners, L.P., a private investment partnership; Director of
Clemente Strategic Value Fund, Inc., a closed-end investment company.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
Gerald Hellerman
10965 Eight Bells Lane
Columbia, MD 21044 61 Managing Director of Hellerman Associates,
a financial consulting firm; Trustee of Third Avenue Value Trust; Director of
Clemente Strategic Value Fund, Inc., a closed-end investment company.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
Name and Address Age Principal Occupation Past Five Years
Thomas H. Lenagh
Greenwich Office Park
Greenwich, CT 06831 77 Independent Financial Adviser; Director of
Gintel Funds, Adams Express, ASD Group, ICN Pharmaceuticals, Inrad Corp., and
V-Band Corp; Director of Clemente Strategic Value Fund, Inc., a closed-end
investment company.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
Glenn W. Wilcox, Sr.
418 Vanderbilt Road
Asheville, NC 28803 67 Chairman of the Board and Chief Executive
Officer of Wilcox Travel Agency; Director of Champion Industries, Inc.;
Chairman of the Board of Blue Ridge Printing Co., Inc.; Chairman of the Board of
Tower Associates, Inc.; Director of Asheville Chamber of Commerce; Vice Chairman
of the Board of First Union National Bank; Board of Trustees of Appalachian
State University; Board of Trustees and Board of Directors of Mars Hill College.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
Andrew Strauss
77 Central Ave,
Suite F
Asheville, NC 28801 45 Attorney and senior member of Strauss &
Associates, PA., attorneys, Asheville, N.C.; Previous President of White Knight
Healthcare, Inc., and LMV Leasing, Inc., a wholly owned subsidiary of Xerox
Credit Corporation.
Shares of Global Small Cap Fund, Inc. (5-25-99) 1,400
Scott B. Rogers
6 Beaverdam Ct.
Asheville, NC 28804 44 Chief Executive Officer, Asheville Buncombe
Community Christian Ministry; President, ABCCM Doctor's Medical Clinic;
Director, National Urban Strategy Commission; Director, Southeastern
Jurisdiction Urban Networkers; Director, Asheville Area Red Cross; Appointee, NC
Governor's Commission on Welfare to Work; Chairman, Recycling Unlimited;
Director, Interdenominational Ministerial Alliance.
Shares of Global Small Cap Fund, Inc. (5-25-99) - 0 -
None of these nominees is affiliated with the Fund's investment adviser,
Mitchell Hutchins.
* Mr. Olin is considered an "interested person" as defined in the Investment
Company Act of 1940, as amended (the "1940 Act") because of his control of Deep
Discount Advisors, Inc. and Ron Olin Investment
11
<PAGE>
OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
- -------------------------------------------------------------------------------
Management Company, which
together hold in client accounts over which he has control approximately
1,545,560 shares of common stock of the Fund.
Messrs. Olin, Bradshaw, Clark, and Bentz are affiliated with the company Deep
Discount Advisors, Inc. and several of them serve on the Boards of Directors of
other closed-end funds as noted in their biographical information.
According to the Fund's proxy statement, Ron Olin Investment Management Company
and Deep Discount Advisors, Inc. are deemed to own beneficially 615,100 shares
of Common Stock and 984,063 shares of Common Stock respectively, together
representing approximately 42.1% of the shares outstanding according to a
Schedule 13Dfiled jointly by the two entities on October 12, 1999.
Directors who are "interested persons" of the Adviser as defined by the 1940
Act, do not receive compensation. Directors of the Fund who are not affiliated
with Mitchell Hutchins receive an annual stipend for serving on the Board and
its committees, an additional sum for each Board meeting which they attend, and
reimbursement for out-of-pocket expenses in connection with their attendance at
directors' meetings. According to the Fund's Proxy statement, Directors not
affiliated with Mitchell Hutchins each received total compensation ranging from
$94,885 to $117,853 in 1997 for serving on the Boards of 29 investment companies
for which Mitchell Hutchins or PaineWebber served as investment adviser. The
Fund does not pay any pension or other benefits to its directors.
Other than fees that may be payable by the Fund to its directors, none of the
nominees named above has 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 in the enclosed [GREEN] proxy card intend, in the
absence of contrary instructions, to vote all proxies they are entitled to vote
IN FAVOR of the two stockholder resolutions discussed in this proxy. Each
nominee named in stockholder resolution #2 has 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.
Information regarding the persons now serving as directors and officers of the
Fund, and additional information regarding the Fund, is contained in the Fund's
proxy statement.
PRINCIPAL HOLDERS OF VOTING SECURITIES
According to the Fund's proxy statement dated November 19, 1999, the Fund is
aware of two entities which has reported beneficial ownership of more than 5% of
the outstanding Common Stock: (i) Deep Discount Advisors, Inc., One West Pack
Square, Suite 777, Asheville, NC 28801, 984,063 shares (apprx 16.2%) and (ii)
Ron Olin Investment Management Company, One West Pack Square, Suite 777,
Asheville, NC 28801, 615,100 shares (apprx 25.9%).
According to the Fund's proxy statement, the directors and officers of the Fund,
as a group owned less than 1% of the outstanding shares of the Fund.
THE SOLICITATION
Deep Discount Advisors, Inc. and Ron Olin Investment Management Company
(Soliciting Shareholder) are making this solicitation.
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
12
<PAGE>
OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
- -------------------------------------------------------------------------------
for whom they hold shares of
record. The Soliciting Shareholder will reimburse these organizations for their
reasonable out-of-pocket expenses.
The Soliciting Shareholder will bear all of the fees and expenses related to
this proxy solicitation. It is estimated that the total amount of fees and
expenses, including lawyers and proxy solicitors, will not exceed $80,000, of
which none has been disbursed to date.
The Soliciting Shareholder is not and, within the past year, has 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 the Soliciting Shareholder, or any associate
which relates to future employment by the Fund or any future transaction with
the Fund.
If you have any questions concerning this proxy solicitation or the procedures
to be followed to execute and deliver a proxy, please contact the Soliciting
Shareholder at 828-274-1863.
ADDITIONAL PROPOSALS
The Soliciting Shareholder knows 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 on the enclosed [GREEN] proxy card to vote in accordance with their own
best judgment on such matters.
The date by which a stockholder must submit a proposal to be presented at the
2000 Annual Meeting of Stockholders is set forth in the Fund's proxy statement.
Dated: December 20, 1999.
EXHIBIT 1 Purchases and Sales of Global Small Cap Fund Shares
Securities of the Fund Purchased or Sold
Within the Past Two Years by the Soliciting Shareholder
Except as disclosed in this proxy statement, neither Ronald G. Olin nor Deep
Discount Advisors, Inc. nor Ron Olin Investment Management Company has, or had,
any interest, direct or indirect, by security holdings or otherwise, in the
Fund. The following table sets forth certain information with respect to
purchases and sales of shares of Common Stock of the Fund by Deep Discount
Advisors, Inc. and Ron Olin Investment Management Company for accounts holding
shares as to which they are deemed to be the beneficial owners (the "Accounts").
Some of the shares are held in margin accounts. 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.
14
<PAGE>
OPPOSING PROXY 1999 THE GLOBAL SMALL CAP FUND,INC.
- -------------------------------------------------------------------------------
Date Shares Purchased or Sold
11/13/1997 3600 08/28/1998 11900 03/12/1999 10100
11/14/1997 3400 08/31/1998 1600 03/15/1999 3000
11/17/1997 500 09/01/1998 8600 03/16/1999 500
11/19/1997 300 09/02/1998 15200 03/17/1999 3200
11/20/1997 400 09/03/1998 11400 03/18/1999 1200
11/21/1997 1500 09/04/1998 5800 03/22/1999 4300
11/24/1997 2500 09/09/1998 3000 03/24/1999 4600
11/25/1997 2300 09/10/1998 1400 03/25/1999 1100
11/26/1997 2300 09/11/1998 3600 03/26/1999 7600
11/28/1997 1300 09/14/1998 1000 03/29/1999 5500
12/01/1997 3500 09/22/1998 8800 03/30/1999 3400
12/02/1997 3000 09/23/1998 2000 03/31/1999 6800
12/03/1997 2000 09/28/1998 2000 04/01/1999 1000
12/04/1997 3800 09/29/1998 2600 04/05/1999 3500
12/05/1997 500 09/30/1998 2300 04/06/1999 4100
12/12/1997 6800 10/01/1998 4000 04/07/1999 10300
12/15/1997 500 10/14/1998 200 04/08/1999 5000
12/16/1997 1500 10/16/1998 300 04/09/1999 8900
12/17/1997 4000 10/19/1998 6800 04/12/1999 20800
12/23/1997 1300 10/20/1998 2300 04/13/1999 7100
12/29/1997 1200 10/23/1998 2700 04/14/1999 600
12/30/1997 3400 10/26/1998 2200 04/15/1999 1300
01/05/1998 1900 10/28/1998 1800 04/16/1999 4000
01/06/1998 2500 10/29/1998 10000 04/19/1999 10500
01/07/1998 900 11/02/1998 3100 04/23/1999 900
01/08/1998 2300 11/03/1998 9000 04/27/1999 1000
01/09/1998 6700 11/04/1998 800 04/28/1999 1900
01/13/1998 2300 11/05/1998 2800 05/03/1999 1600
01/14/1998 700 11/06/1998 300 05/04/1999 2700
01/15/1998 4700 11/11/1998 1500 05/05/1999 3400
01/16/1998 1600 11/13/1998 200 05/06/1999 900
01/20/1998 2000 11/16/1998 4800 05/18/1999 1500
01/26/1998 2700 11/17/1998 5400 05/19/1999 3000
01/29/1998 500 11/18/1998 100 05/20/1999 1200
02/10/1998 263 11/19/1998 5600 05/21/1999 1700
02/17/1998 1200 11/20/1998 1600 05/24/1999 4200
02/19/1998 1000 11/23/1998 14400 05/25/1999 3300
02/20/1998 100 11/24/1998 12800 05/26/1999 1600
02/23/1998 600 11/25/1998 5200 05/27/1999 9700
02/24/1998 1500 11/27/1998 400 06/02/1999 3000
02/25/1998 1000 11/30/1998 6600 06/03/1999 4300
03/02/1998 17500 12/01/1998 10000 06/04/1999 1000
03/03/1998 1000 12/02/1998 10200 06/08/1999 5000
03/04/1998 3300 12/02/1998 -6200 06/09/1999 3400
03/06/1998 2400 12/03/1998 2700 06/10/1999 8500
03/10/1998 2000 12/04/1998 7000 06/11/1999 1100
03/17/1998 2700 12/07/1998 2400 06/14/1999 2600
03/18/1998 1600 12/08/1998 6400 06/15/1999 1100
03/19/1998 4100 12/09/1998 8200 06/16/1999 1400
03/20/1998 1500 12/10/1998 4500 06/17/1999 5600
03/24/1998 8600 12/11/1998 2400 06/18/1999 1700
03/25/1998 1900 12/14/1998 4500 06/21/1999 1700
03/26/1998 25200 12/15/1998 3600 06/22/1999 2300
04/03/1998 -1400 12/16/1998 9100 06/23/1999 1000
04/07/1998 2200 12/17/1998 4400 06/24/1999 9800
04/16/1998 1500 12/18/1998 4800 06/25/1999 10000
04/17/1998 700 12/21/1998 700 06/28/1999 4700
04/21/1998 2500 12/22/1998 9000 06/29/1999 16000
04/23/1998 3400 12/23/1998 5000 06/30/1999 3300
04/27/1998 3700 12/24/1998 400 07/02/1999 3200
04/30/1998 800 01/11/1999 14000 07/06/1999 3000
05/04/1998 2200 01/12/1999 16800 07/07/1999 9300
05/05/1998 800 01/13/1999 2400 07/08/1999 15000
05/14/1998 400 01/14/1999 5900 07/09/1999 1600
05/15/1998 2100 01/15/1999 3700 07/12/1999 3000
05/18/1998 500 01/19/1999 7500 07/13/1999 1800
05/19/1998 2500 01/20/1999 27000 07/14/1999 1700
05/27/1998 2400 01/21/1999 3800 07/16/1999 3600
05/28/1998 1000 01/22/1999 3300 07/19/1999 3900
05/29/1998 8000 01/25/1999 1300 07/20/1999 16500
06/01/1998 3000 01/26/1999 4000 07/21/1999 600
06/02/1998 9600 01/27/1999 1000 07/22/1999 4200
06/03/1998 12700 01/28/1999 1000 07/23/1999 1100
06/04/1998 11000 01/29/1999 3800 07/26/1999 3800
06/11/1998 6500 02/01/1999 5000 07/27/1999 6100
06/12/1998 2500 02/02/1999 11000 07/28/1999 2200
06/18/1998 2300 02/03/1999 25100 08/02/1999 21000
06/19/1998 300 02/04/1999 12700 08/03/1999 2800
06/22/1998 500 02/05/1999 12700 08/04/1999 14000
06/23/1998 1400 02/08/1999 5800 08/05/1999 5000
06/25/1998 2800 02/09/1999 19500 08/06/1999 2500
07/15/1998 1000 02/11/1999 3600 08/12/1999 1900
07/16/1998 1000 02/16/1999 1200 08/13/1999 1300
07/17/1998 2800 02/17/1999 500 08/17/1999 1900
07/20/1998 3400 02/18/1999 1700 08/18/1999 1500
07/30/1998 6200 02/19/1999 1700 08/20/1999 1800
07/31/1998 4000 02/22/1999 3400 08/23/1999 3700
08/03/1998 1000 02/23/1999 7900 08/24/1999 2800
08/10/1998 2300 02/24/1999 10700 08/25/1999 14500
08/11/1998 4000 02/25/1999 4500 08/27/1999 600
08/12/1998 4500 02/26/1999 1500 08/30/1999 2000
08/13/1998 5500 03/01/1999 13000 09/03/1999 1800
08/14/1998 4400 03/02/1999 5500 09/07/1999 4500
08/19/1998 8200 03/03/1999 2300 09/09/1999 5000
08/20/1998 8100 03/04/1999 2200 09/20/1999 6000
08/21/1998 10100 03/05/1999 5600 09/23/1999 13000
08/24/1998 7000 03/08/1999 6000 09/28/1999 2700
08/25/1998 11300 03/09/1999 5000 10/07/1999 13800
08/26/1998 16400 03/10/1999 7200 10/08/1999 210000
08/27/1998 2300 03/11/1999 10900 11/26/1999 600
11/29/1999 2000
11/30/1999 8300
12/01/1999 1900
12/02/1999 3000
12/03/1999 3200
12/06/1999 900
12/07/1999 1500
12/08/1999 6800
12/09/1999 3800
12/13/1999 3500
12/14/1999 9500
12/15/1999 900
12/16/1999 1000
[PAGES] 14 [AND] 15
[PROXY CARD]
PROXY CARD
PROXY SOLICITED IN OPPOSITION
to the Board of Directors of the Global Small Cap Fund, Inc.
by Deep Discount Advisors, Inc. and Ron Olin Investment Management Company
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 30, 1999
The undersigned hereby appoints Ronald G. Olin, Ralph W. Bradshaw, Gary A.
Bentz, and William A. Clark, and each of them, as the undersigned's proxies,
with full power of substitution, to attend the Annual Meeting of Stockholders of
The Global Small Cap Fund, Inc. (the "Fund") to be held on December 30, 1999, at
1285 Avenue of the Americas, 14th Floor, New York, New York 10019, at 10:30
a.m., New York time, (the "Meeting"), and any adjournment(s) or postponement(s)
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.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. To merge the Fund into The PaineWebber Global Equity Fund.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Soliciting Shareholder is making no recommendation for Proposal One (1), if
Proposal One (1) is left blank, the Soliciting Shareholder will vote to Abstain
on this proposal. An Abstention is the same as a No vote.
2. Removal of Incumbent Directors
RESOLVED: The stockholders of The Global Small Cap Fund, Inc. hereby remove
all members of the incumbent Board of Directors from office, including Margo N.
Alexander, Richard Q. Armstrong, E. Garrett Bewkes, Jr., Richard R. Burt, Mary
C. Farrell, Meyer Feldberg, George W. Gowen, Frederic V. Malek, Carl W. Schafer,
and Brian M. Storms.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Soliciting Shareholder urges you to vote "FOR" Proposal Two (2).
3. ELECTION OF DIRECTORS.
Term expires in 1999
(Contingent on approval of resolution #2 above.)
RESOLVED: The stockholders hereby elect the following individuals as
Directors of the Fund to replace the former Board members for the duration of
their unexpired terms: Ronald G. Olin, Ralph W. Bradshaw, Gary A. Bentz,
William A. Clark, Phillip Goldstein, Gerald Hellerman, Thomas H. Lenagh, Glenn
W. Wilcox, Sr., Andrew Strauss, and Scott B. Rogers.
RONALD G. OLIN
RALPH W. BRADSHAW
GARY A. BENTZ
WILLIAM A. CLARK
PHILLIP GOLDSTEIN
GERALD HELLERMAN
THOMAS H. LENAGH
GLENN W. WILCOX, SR.
ANDREW STRAUSS
SCOTT B. ROGERS
FOR ALL NOMINEES [ ] WITHHOLD [ ] FOR ALL EXCEPT [ ]
NOTE: If you do not wish your shares voted "FOR" any particular nominee, mark
the "FOR ALL EXCEPT" box and strike a line through the name(s) of the
nominee(s). You shares will be voted "FOR" the remaining nominee(s).
The Soliciting Shareholder urges you to vote "FOR" Proposal Three (3).
IMPORTANT - - PLEASE SIGN AND DATE BELOW
Shares will be voted as directed. If no direction is made, this proxy will be
voted to Abstain on proposal 1, For proposal 2, and For proposal 3. Any other
proposals which may be introduced at the meeting will be voted by the
Soliciting Shareholder in the best interests of stockholders as determined by
the sole judgement of the Soliciting Shareholder at the time of the meeting.
The undersigned hereby acknowledges receipt of the proxy statement dated
December 20, 1999, of Deep Discount Advisors, inc. The undersigned hereby
revokes any proxy heretofore executed by the undersigned relating to the subject
matter hereof and confirms all that the proxies may lawfully do by virtue
hereof.
(IMPORTANT - PLEASE FILL IN DATE)
This proxy card is provided by Deep Discount Advisors, Inc. and Ron Olin
Investment Management Company, both beneficial shareholders of the Fund.
Please sign exactly as your name appears hereon or on proxy cards previously
sent to you. 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.
SIGNATURE(S)_____________________________________________Dated:_______________
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity should
include their names and the capacity in which they sign.
