<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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:
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5) Total fee paid:
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/x/ 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
April 15, 1996
Dear Stockholders:
The enclosed proxy materials describe the proposed transaction (the
"Transaction") involving RCM Capital Management, a California Limited
Partnership ("Old RCM"), the investment manager to RCM Strategic Global
Government Fund, Inc. (the "Fund"), and Dresdner Bank AG, an international
banking organization headquartered in Frankfurt, Germany ("Dresdner"). Upon the
closing of the Transaction, the business of Old RCM is expected to be carried on
by RCM Capital Management, L.L.C., a Delaware limited liability company to be
formed as a wholly owned subsidiary of Dresdner ("New RCM").
Old RCM has informed the Fund that this Transaction is not expected to have
a material effect on the operation of the Fund or on the Fund's stockholders. No
material changes in investment philosophy, policies, or strategies are
contemplated. While the Transaction will provide New RCM with access to the
expertise and experience of Dresdner and its affiliates, New RCM will use the
name "RCM Capital Management," and will still operate from offices in San
Francisco, with the same personnel functioning in the same capacities. Those
currently responsible for the investment strategies of Old RCM are expected to
continue to direct the investment decisions of the Fund. To assure this
continuity, certain key personnel of Old RCM, including the principal portfolio
managers of the Fund, will enter into employment contracts with New RCM.
The change in ownership of Old RCM may be a transfer of control under the
provisions of the Investment Company Act of 1940 and, as such, would have the
effect of terminating the Fund's existing investment management agreement. The
stockholders of the Fund are therefore being asked to approve a new contract
with New RCM in order for it to act as investment manager to the Fund. The
substantive terms of this new agreement are identical to those of the existing
agreement.
We also ask you to consider and vote on two other proposals. The first is
the re-election of two directors to the Board of Directors for terms to expire
in 1999. The second is the ratification of the selection by the Board of
Directors of Coopers & Lybrand L.L.P. as independent public accountants for the
fiscal year ending January 31, 1997.
The Board of Directors recommends that you vote to approve the new
investment management agreement and each of the other proposals. Enclosed you
will find a proxy statement which more fully describes the Transaction, the new
investment management agreement and the other matters that you are being asked
to approve. We urge you to spend a few minutes reviewing the proxy statement,
and filling out your proxy card. Please return your proxy card in the
postage-paid envelope provided. We want to know how you would like to vote and
welcome your comments.
Should you have any questions, please call 415-954-5400. We look forward to
continuing to meet your investment needs.
Sincerely,
Gary W. Schreyer
PRESIDENT
<PAGE>
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
FOUR EMBARCADERO CENTER
SUITE 2800
SAN FRANCISCO, CALIFORNIA 94111
(415) 954-5400
NOTICE OF THE ANNUAL MEETING
To the Stockholders:
Notice is hereby given that the Annual Meeting (the "Meeting") of
stockholders of RCM Strategic Global Government Fund, Inc., a Maryland
corporation (the "Fund"), will be held on May 28, 1996, at 9:00 a.m. (Pacific
Time) at the Park Hyatt Hotel, located at 333 Battery Street, San Francisco,
California 94111. At the Meeting, you and the other stockholders of the Fund
will be asked to consider and vote on the following matters:
1. To approve or disapprove a new investment management agreement between
the Fund and New RCM Capital Management, as described in the Fund's proxy
statement, effective upon the closing date of the transaction involving
RCM Capital Management, a California Limited Partnership, the current
investment manager to the Fund, and Dresdner Bank AG, an international
banking organization headquartered in Frankfurt, Germany.
2. To re-elect two directors to the Board of Directors for terms to expire
in 1999 or until successors shall be duly elected and qualified.
3. To ratify or reject the selection by the Board of Directors of Coopers &
Lybrand L.L.P. as independent public accountants for the fiscal year
ending January 31, 1997.
4. To transact such other business as may properly come before the Meeting
or any adjournment(s) thereof.
Stockholders of record at the close of business on March 14, 1996, are
entitled to notice of, and to vote at, the Meeting. Regardless of whether you
plan to attend the Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE
ENCLOSED PROXY CARD so that a quorum will be present and the maximum number of
shares may be voted. You may change your vote by written notice to the Fund, by
submission of a subsequent proxy, or by voting in person at the Meeting.
By Order of the Board of Directors,
Timothy B. Parker
SECRETARY
San Francisco, California
April 15, 1996
<PAGE>
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
FOUR EMBARCADERO CENTER
SUITE 2800
SAN FRANCISCO, CALIFORNIA 94111
(415) 954-5400
PROXY STATEMENT
This Proxy Statement is being provided to the stockholders of RCM Strategic
Global Government Fund, Inc., a Maryland corporation (the "Fund"), in connection
with the solicitation of proxies by the Board of Directors of the Fund (the
"Board of Directors," or the "Board"). The proxies are to be used at the Annual
Meeting of Stockholders (the "Meeting") to be held at the Park Hyatt Hotel,
located at 333 Battery Street, San Francisco, California 94111, on May 28, 1996
at 9:00 a.m. (Pacific Time), and any adjournment(s) thereof, for action upon the
matters set forth in the Notice of the Annual Meeting of Stockholders.
All shares represented by each properly signed proxy ("Proxy") received
prior to the Meeting will be voted at the Meeting. If a stockholder specifies
how the Proxy is to be voted on any of the business matters to come before the
Meeting, it will be voted in accordance with the specification. If no
specification is made, the Proxy will be voted FOR the approval of a new
investment management agreement for the Fund (the "New Investment Management
Agreement") (Proposal 1), FOR the re-election of the directors nominated by the
Board of Directors (Proposal 2), and FOR the ratification of the selection by
the Board of Directors of Coopers & Lybrand L.L.P. as the independent public
accountants for the fiscal year ending January 31, 1997 (Proposal 3). The Proxy
may be revoked by a stockholder at any time prior to its use by written notice
to the Fund, by submission of a subsequent Proxy, or by voting in person at the
Meeting.
The representation in person or by proxy of at least a majority of the
shares of capital stock of the Fund (the "Capital Shares") entitled to vote is
necessary to constitute a quorum for transacting business at the meeting. For
purposes of determining the presence of a quorum, abstentions, withheld votes or
broker "non-votes" will be counted as present. Broker "non-votes" occur when the
Fund receives a Proxy from a broker or nominee who does not have discretionary
power to vote on a particular matter and the broker or nominee has not received
instructions from the beneficial owner or other person entitled to vote the
shares represented by the Proxy. The New York Stock Exchange has indicated that
its members have discretionary authority to vote shares held in street name even
if no instructions have been received from the beneficial owners. Proposals 1
and 3 require the approval of a "majority of the outstanding voting securities"
of the Fund, as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), while Proposal 2 requires a plurality of the Capital Shares voting
at the Meeting. Abstentions, withheld votes and broker non-votes will not be
counted in favor of or against, and will have no other effect on the voting on
Proposal 2, but abstentions and broker non-votes will have the effect of votes
against these proposals. See "Proposal 1 -- Required Vote" and "Proposal 3 --
Required Vote."
The costs of solicitation, including postage, printing and handling, and
excepting those costs attributable to the approval of the New Investment
Management Agreement, will be borne by the
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Fund. The solicitation will be made primarily by mail, but may be supplemented
by telephone calls, telegrams and personal interviews by officers, employees and
agents of the Fund. This Proxy Statement and the enclosed form of Proxy were
first mailed to stockholders on or about April 15, 1996.
At 5:00 p.m. (Eastern Standard Time) on March 14, 1996, the record date for
the determination of stockholders entitled to vote at the meeting, there were
outstanding 30,515,800 Capital Shares. Each Capital Share is entitled to one
vote.
As of March 14, 1996, there was no person or group known to the Fund to be
the beneficial owner of more than 5% of the outstanding Capital Shares. However,
on such date, Cede & Co., a nominee of Depository Trust Company ("DTC"), owned
of record 30,161,830 Capital Shares, or approximately 98.8% of the number of
Capital Shares entitled to vote at the meeting. DTC is a securities depository
for brokers, dealers and other institutional investors. Securities are so
deposited for the purpose of permitting book entry transfers of securities among
such investors. The Fund does not know the names of beneficial owners of Capital
Shares that have been deposited at DTC. As of March 14, 1996, all Fund directors
and officers as a group owned, beneficially, less than 1% of the Capital Shares.
DESCRIPTION OF THE TRANSACTION
INTRODUCTION. In connection with the transaction contemplated by the
Agreement of Purchase and Sale dated as of December 13, 1995 (the "Purchase
Agreement"), RCM Capital Management, L.L.C., Delaware limited liability company
to be formed ("New RCM") as a wholly owned subsidiary of Dresdner Bank AG, an
international banking organization headquartered in Frankfurt, Germany
("Dresdner"), is expected to acquire all the outstanding partnership interests
in RCM Capital Management, a California Limited Partnership ("Old RCM"), from
RCM Acquisition, Inc. and RCM Limited L.P. (the "Transaction"). Upon the closing
date of the Transaction (the "Closing Date"), New RCM will own all of the
partnership interests in Old RCM, all of the assets and liabilities of Old RCM
will become the assets and liabilities of New RCM, and New RCM will succeed to
the business and affairs of Old RCM.
The Transaction is being treated for purposes of the 1940 Act as a change in
control of Old RCM. The 1940 Act provides that such a change in control
constitutes an "assignment" of the Investment Management Agreement (the
"Existing Investment Management Agreement") under which Old RCM provides
advisory services to the Fund. Such an "assignment" will result in the automatic
termination of the Existing Investment Management Agreement at the Closing Date.
This Proxy Statement seeks stockholder approval of the New Investment
Management Agreement between the Fund and New RCM, to be effective as of the
Closing Date. The New Investment Management Agreement would be, in substance,
identical to the Existing Investment Management Agreement. The effect of
Proposal 1 is to permit the Fund to continue to operate, following the
Transaction, under an investment management arrangement substantially identical
to that in effect immediately before the Transaction.
THE TRANSACTION. The sole general partner and controlling person of Old RCM
is RCM Limited L.P., a California limited partnership ("RCM Limited"). The sole
general partner of RCM Limited is RCM General Corporation, a California
corporation ("RCM General"). As of this date, RCM General has 19 stockholders
and RCM Limited has 19 limited partners (all of whom are principals of Old RCM)
including certain directors and officers of the Fund. The business and affairs
of Old RCM and RCM
2
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General are managed by RCM General's Board of Directors. As of the date of this
Proxy Statement, the directors of RCM General are William L. Price, Michael J.
Apatoff, Jeffrey S. Rudsten, Gary W. Schreyer and William S. Stack. As of March
31, 1996, the only persons who own 10% or more of the outstanding voting
securities of RCM General are Mr. Price, who owns 12.4% of the Common Stock of
RCM General, and Mr. Schreyer, who owns 11.1% of such stock.
The sole limited partner of Old RCM is RCM Acquisition, Inc., a wholly owned
subsidiary of Travelers Group Inc. ("Travelers"). Travelers, whose principal
executive offices are located at 388 Greenwich Street, New York, New York 10013,
is a financial services holding company which, through its subsidiaries, is
principally engaged in the business of life and property and casualty insurance
services, consumer finance services, and investment services. Neither Travelers
nor its affiliates has the power to control the management or operation of Old
RCM.
As stated above, in connection with the Purchase Agreement, RCM Acquisition,
Inc. and RCM Limited will sell all partnership interests in Old RCM to New RCM.
In addition, New RCM will acquire from Travelers or its affiliates all of the
issued and outstanding shares of RCM Capital Trust Company, a California limited
purpose trust company (the 'Trust Company"). Subject to the terms and conditions
of the Purchase Agreement, Travelers will be paid an aggregate purchase price of
$297 million for its interests in Old RCM and the Trust Company, and RCM Limited
will be paid $3 million for its interest in Old RCM. The total purchase price,
$300 million, is subject to certain reductions on the Closing Date as provided
in the Purchase Agreement.
In addition, New RCM will make aggregate payments of an estimated $100
million over approximately the next five years (collectively, the "Additional
Payments") to RCM Limited. RCM General, acting in its capacity as general
partner of RCM Limited, will be entitled (in its sole discretion but subject to
consultation with the members of the governing board of New RCM designated and
elected by Dresdner) to determine the portion of the Additional Payments, if
any, to be distributed among those of its limited partners who are party to
employment agreements with New RCM and certain other employees of New RCM. On
the Closing Date, New RCM will make the first Additional Payment of $33.3
million. In addition, on each of the first five anniversaries of the first day
of the calendar quarter next succeeding the Closing Date, New RCM will make an
Additional Payment of $13.34 million, as adjusted by certain income
measurements.
Pursuant to that certain Agreement Regarding RCM Capital Management, dated
April 1, 1990, Travelers has agreed, subject to certain conditions, to pay to
RCM Limited a fee equal to 30% of the net proceeds received by Travelers (the
"Transition Fee") upon the transfer by Travelers of its interests in Old RCM or
the Trust Company. RCM General, acting as general partner of RCM Limited, is
entitled to determine the portion of the Transition Fee, if any, to be
distributed to each of RCM Limited's limited partners.
While New RCM will succeed to the business and affairs of Old RCM on the
Closing Date, the Purchase Agreement provides that RCM Limited shall manage,
operate and make all decisions regarding the day-to-day business and affairs of
New RCM, subject to the oversight of the governing board of New RCM. A
management agreement (the "Dresdner-New RCM Management Agreement") among RCM
Limited, Dresdner, and New RCM will be entered into on the Closing Date,
granting RCM Limited the authority to take all actions on behalf of New RCM that
may be necessary, appropriate, proper, advisable, incidental to or convenient in
the judgement of RCM Limited. In consideration for the services to be rendered
by RCM Limited, New RCM will pay RCM Limited an amount equal to
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<PAGE>
35% of the gross operating income of New RCM, less the aggregate salary payments
(the "RCM Contract Payments") made by New RCM to its employees who are also
limited partners of RCM Limited (the "Management Fee"). The Management Fee shall
be no less than $25 million, less the RCM Contract Payments, for each of the
first two years that the Dresdner-New RCM Management Agreement is in place. RCM
Limited is entitled to determine the portion of the Management Fee, if any, to
be distributed to each of its limited partners.
RCM Limited has informed the Fund that it contemplates no material changes
in the investment philosophy, policies, or strategies of the Fund. New RCM will
continue to operate from offices in San Francisco, California, with the same
personnel functioning in the same capacities as before the Closing Date. All
personnel providing services on behalf of New RCM will be employees of New RCM,
and with few exceptions, none of them will also be employees of RCM Limited. The
same persons who are presently responsible for the investment strategies of Old
RCM are expected to direct New RCM's investment strategies following the Closing
Date. The Purchase Agreement requires that certain key personnel of Old RCM,
including the principal portfolio managers of the Fund, will enter into
employment agreements (which will include non-competition and/or
non-solicitation and other customary provisions) with New RCM, providing
assurance that investment continuity will be maintained.
Pursuant to a governance agreement to be entered into on the Closing Date
(the "Governance Agreement"), the governing board of New RCM will consist of
nine members, six of whom are to be designated by RCM Limited and three of whom
are to be designated by Dresdner. New RCM may not reorganize, change its line of
business, sell or lease substantial assets, incur substantial indebtedness,
encumber substantial assets, issue or sell debt or equity securities or exceed
budgetary limits approved by the governing board, among other actions, absent
the consent of a supermajority of the governing board of New RCM, including a
member of the governing board designated by Dresdner. Certain extraordinary
events, including marked declines in New RCM's assets under management, New
RCM's poor asset management performance, and the departures of certain limited
partners of RCM Limited will entitle Dresdner to take any actions necessary so
that persons designated by Dresdner shall constitute a majority of the governing
board of New RCM. As of the date of this Proxy Statement, it is expected that
William L. Price, Michael J. Apatoff, Jeffrey S. Rudsten, Claude N. Rosenberg,
Jr., Gary W. Schreyer and William S. Stack will be designated by RCM Limited as
members of the governing board of New RCM and that Gerhard Eberstadt, George N.
Fugelsang and Hans-Dieter Bauernfeind will be designated by Dresdner. Mr. Price
is expected to serve as the principal executive officer of New RCM. The table
below provides certain information concerning Mr. Price and each other person
who is expected to serve on the governing board of New RCM.
<TABLE>
<CAPTION>
NAME/ADDRESS PRINCIPAL OCCUPATION
- ----------------------------------- ----------------------------------------------------------
<S> <C>
William L. Price (1) Principal of Old RCM (since 1979)
Michael J. Apatoff (1) Chief Operating Officer of Old RCM (since 1991); Principal
(since 1992)
Jeffrey S. Rudsten (1) Principal of Old RCM (since 1981)
Claude N. Rosenberg, Jr. (1) Principal of Old RCM (since 1971)
Gary W. Schreyer (1) Principal of Old RCM (since 1977)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME/ADDRESS PRINCIPAL OCCUPATION
- ----------------------------------- ----------------------------------------------------------
<S> <C>
William S. Stack (1) Senior Vice President of Old RCM (since 1994); Managing
Director of Lexington Management Corporation (1985-1994)
Gerhard Eberstadt (2) Director of Dresdner (since 1988)
Dresdner Bank AG
Gallusanlage 7
60041 Frankfurt am Main
Frankfurt, Germany
George N. Fugelsang (2) President of Dresdner Securities (USA) Inc. and Senior
Dresdner Bank AG General Manager and Chief Executive, North America of
75 Wall Street Dresdner (since 1994); Managing Director of Morgan Stanley
New York, New York 10005-2889 & Co. Incorporated (1986-1994)
Hans-Dieter Bauernfeind (2) General Manager and Head of the Institutional Investment
Dresdner Bank AG Advisory and Asset Management Division of Dresdner (since
Jurgen-Ponto-Platz 1 1989)
60301 Frankfurt am Main
Frankfurt, Germany
</TABLE>
- ------------------------
(1) Expected to be designated by RCM Limited. The principal business address of
each is expected to be RCM Capital Management, L.L.C., Four Embarcadero
Center, Suite 3000, San Francisco, California 94111.
(2) Expected to be designated by Dresdner.
The Fund has been advised that RCM Limited and RCM General are not
registered as investment advisers under the Investment Advisers Act of 1940 and
will not be so registered upon the consummation of the Transaction. Old RCM has
taken the position that such registration is not required because neither RCM
Limited nor RCM General engage or will engage in any investment advisory
activities separate from the activities of Old RCM or New RCM. As a result,
neither the Management Agreement nor the Governance Agreement have been
submitted for approval by the Board of Directors or stockholders of the Company.
Each of Old RCM and Dresdner has informed the Fund that they will use all
commercially reasonable efforts to assure compliance with the conditions of
Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive safe
harbor for an investment adviser or any affiliated persons to receive any amount
or benefit in connection with a change in control of the investment adviser to
an investment company as long as two conditions are met. First, no "unfair
burden" may be imposed on the investment company as a result of the transaction
relating to the change of control, or any express or implied terms, conditions
or understandings applicable thereto. As defined in the 1940 Act, the term
"unfair burden" includes any arrangement during the two-year period after the
change in control whereby the investment adviser (or predecessor or successor
adviser), or any interested person of any such adviser, receives or is entitled
to receive any compensation, directly or indirectly, from the investment company
or its security holders (other than fees for bona fide investment advisory or
other
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services), or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the investment company
(other than bona fide ordinary compensation as principal underwriter of the
investment company).
The second condition of Section 15(f) is that, during the three year period
immediately following the change of control, at least 75% of an investment
company's board of directors must not be "interested persons" of the investment
adviser or the predecessor investment adviser within the meaning of the 1940
Act. In order to comply with this provision, the Board has recommended certain
changes to the composition of the Board, including the resignation of Jeffrey S.
Rudsten, all as described more fully under Proposal 2, below.
Other conditions precedent to the closing of the Transaction include, among
other things, that all regulatory filings, applications and notifications,
including those required by the Glass-Steagall Act for bank holding companies
registered under the Federal Bank Holding Company Act of 1956, have been duly
and properly made or obtained. If the conditions to the Transaction are not met
and the Transaction is therefore not consummated, the Existing Investment
Management Agreement will remain in effect. In the event the New Investment
Management Agreement is not approved by the Fund's stockholders and the
Transaction is completed, the Board will consider appropriate action.
APPROVAL OF NEW INVESTMENT
MANAGEMENT AGREEMENT
(PROPOSAL 1)
DESCRIPTION OF THE EXISTING INVESTMENT MANAGEMENT AGREEMENT AND THE NEW
INVESTMENT MANAGEMENT AGREEMENT. If the New Investment Management Agreement is
approved by the stockholders, New RCM will act as investment manager to the
Fund. With the exception of the effective dates and termination dates, the terms
and conditions of the New Investment Management Agreement are identical in all
material respects to those of the Existing Investment Management Agreement with
Old RCM. Stockholders should refer to Exhibit A attached hereto for the complete
terms of the New Investment Management Agreement. The description of the New
Investment Management Agreement set forth herein is qualified in its entirety by
the provisions of the New Investment Management Agreement.
The New Investment Management Agreement will become effective upon the later
of its approval by a "majority of the outstanding voting securities" (as such
term is defined in the 1940 Act) of the Fund or the closing of the Transaction.
The New Investment Management Agreement will continue in effect for a two-year
period, and thereafter from year to year if its continuance is approved at least
annually (i) by the Board of the Fund or by the vote of a majority of
outstanding voting securities of the Fund and (ii) by vote of a majority of the
directors who are not "interested persons" of the Fund (as defined in the 1940
Act), cast in person at a meeting called for the purpose of voting on such
approval. The New Investment Management Agreement may be terminated at any time
without the payment of any penalty, either by the Board of Directors or by the
vote of a "majority of the outstanding voting securities" of the Fund on not
less than 60 days written notice to New RCM. The New Investment Management
Agreement may also be terminated by New RCM on 60 days advance written notice to
the Fund, and will also terminate automatically in the event of its "assignment"
(as defined in the 1940 Act). Under the New Investment Management Agreement, as
under the Existing
6
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Investment Management Agreement, New RCM will furnish investment management
services to the Fund, subject to the provisions of the 1940 Act and the Fund's
investment objectives, policies, procedures and investment restrictions.
Under the terms of the Existing Investment Management Agreement and the New
Investment Management Agreement, respectively, Old RCM has performed and New RCM
will perform the following services for the Fund: (a) managing the investment
and reinvestment of the Fund's assets, (b) providing investment research advice
and supervision of the Fund in accordance with the Fund's investment objective,
policies and restrictions, (c) furnishing suitable office space for the Fund,
and (d) maintaining books and records with respect to the Fund's portfolio
transactions.
The fees under the New Investment Management Agreement are the same as the
fees under the Existing Investment Management Agreement. Under the New
Investment Management Agreement, the Fund will pay New RCM for its services a
fee which is calculated daily and paid monthly, at an annual rate equal to 0.95%
of average daily net assets of the Fund.
Net fees recorded for services provided by Old RCM under the Existing
Investment Management Agreement for the fiscal year ended January 31, 1996 were
$3,260,660. Neither Old RCM nor any person affiliated with Old RCM received any
other fees from the Fund for services provided to the Fund during the fiscal
year ended January 31, 1996.
The Existing Investment Management Agreement with Old RCM was last approved
by the Board of Directors of the Company on December 12, 1995, and by the
stockholders of the Fund on February 15, 1994, in connection with the initial
organization of the Fund.
INFORMATION REGARDING DRESDNER. Dresdner is an international banking
organization headquartered in Frankfurt, Germany, whose principal executive
offices are located at Gallusanlage 7, 60041 Frankfurt am Main. With total
consolidated assets as of December 31, 1994 of DM 400.1 billion ($258.1
billion), and approximately 1,600 offices and 45,000 employees in over 60
countries around the world, Dresdner is Germany's second largest bank. Dresdner
provides a full range of banking services, including traditional lending
activities, mortgages, securities, project finance and leasing, to private
customers and financial and institutional clients. It is one of a small number
of global banking organizations which has an "AAA" credit rating from Moody's
Investors Service.
In the United States, Dresdner maintains branches in New York and Chicago
and an agency in Los Angeles. Its wholly owned subsidiary,
Deutsch-Sudamerikanische Bank AG, has an agency in Miami. Dresdner affiliates
that are expected to maintain a relationship with New RCM include Dresdner
Securities (USA) Inc. ("Dresdner Securities"), a registered broker-dealer, and
Kleinwort Benson Group plc ("Kleinwort"), a merchant banking group based in the
United Kingdom, subject to Dresdner obtaining Federal Reserve Board approval to
acquire Kleinwort's U.S. based operations.
DIRECTORS' CONSIDERATION. The Board of Directors met on March 15, 1996 to
consider the effect of the Transaction on the management of the Fund, and the
possible recommendation of the New Investment Management Agreement between the
Fund and New RCM. In connection with their decision to approve the New
Investment Management Agreement and to recommend it to the stockholders of the
Fund for approval, the directors' consideration included the same factors as
those considered by them on December 12, 1995, when the directors, including the
directors who were not "interested persons" of the Fund as defined in the 1940
Act, last approved the Existing Investment
7
<PAGE>
Management Agreement with Old RCM. Old RCM has advised the Board of Directors
that it expects that there will be no diminution in the scope or quality of
advisory services provided to the Fund as a result of the Transaction.
In their consideration of the New Investment Management Agreement, the
directors requested and reviewed such information as they deemed necessary to
evaluate the terms of the agreement. RCM Limited, Old RCM and Dresdner provided
information to the directors concerning the anticipated relationship of New RCM
and Dresdner following the Closing Date, and its relevance to the management,
policies, investment management philosophy, and strategies of New RCM. The
directors were informed that the investment management philosophy, policies, and
strategies currently pursued for the Fund would not be affected by the
Transaction. The directors received assurances that, following the Closing Date,
New RCM would operate as a business unit separate from Dresdner, with Old RCM's
personnel functioning in the same capacities; that principals and employees of
Old RCM who manage the Fund's assets would perform the same functions on behalf
of New RCM following the Closing Date; and that such principals (other than
certain principals of Old RCM who had previously planned retirements) would
enter into employment agreements with New RCM that include noncompetition and
nonsolicitation provisions. The directors were informed that RCM Limited will be
engaged to manage, operate and make all decisions regarding the day-to-day
business and affairs of New RCM (subject to the oversight of New RCM's governing
board) pursuant to the Dresdner-New RCM Management Agreement. The directors
considered New RCM's financial resources after the Transaction, and Dresdner's
commitment to services of the quality and type currently provided by Old RCM to
the Fund. The directors also considered expected benefits to the Fund, including
the expertise of Dresdner and its affiliates in global markets and the
reputation and experience of Dresdner and its affiliates as investment advisers
and/or administrators to other mutual funds. Finally, the directors were
informed that the Fund will bear only those expenses ordinarily incurred in
connection with solicitations for an annual meeting, and will not bear any of
the expenses which relate to the Transaction or the approval of the New
Investment Management Agreement.
As stated above, the directors' consideration included the same factors
considered by them on December 12, 1995. Those factors included, but were not
limited to, the historic performance of the Fund as compared to relevant
industry indices and comparable investment companies, the nature and quality of
the services expected to be rendered to the Fund by its investment manager, the
terms of the Existing Investment Management Agreement and the fees payable
thereunder as compared to fees paid to investment advisers of similar investment
companies, the benefits accruing to Old RCM as a result of its affiliation with
the Fund, the profitability of Old RCM, and the history, reputation,
qualifications, and background of Old RCM and its personnel. The directors also
considered the interests of certain directors and officers of the Fund in the
Transaction. See "Proposal 2 -- RCM Affiliations."
As a condition to the Transaction, relevant banking authorities may impose
on Dresdner and its affiliates, Dresdner Securities and Kleinwort, certain
restrictions on their ability to effect certain portfolio transactions for the
Fund. The directors do not believe that the limitations with respect to Dresdner
and its affiliates will have a material effect on the management or performance
of the Fund.
As a result of its investigation and deliberations concerning the
Transaction and the New Investment Management Agreement, the directors,
including all of the directors who are not "interested persons" of the Fund,
concluded that the terms of the New Investment Management Agreement are in the
best interests of the Fund and the Fund's stockholders. Accordingly, the Board
of Directors,
8
<PAGE>
including all of the directors who are not "interested persons" of the Fund,
voted at its meeting on March 15, 1996 to approve the New Investment Management
Agreement with New RCM and to recommend it to the stockholders of the Fund for
their approval.
REQUIRED VOTE. The affirmative vote of the holders of a "majority of the
outstanding voting securities" of the Fund, as defined in the 1940 Act, is
required to approve the New Investment Management Agreement. "Majority of the
outstanding voting securities" for this purpose under the 1940 Act means the
lesser of (i) 67% of the Capital Shares represented at the meeting if more than
50% of the outstanding Capital Shares are represented, or (ii) more than 50% of
the outstanding Capital Shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND APPROVAL OF THE NEW INVESTMENT
MANAGEMENT AGREEMENT.
ELECTION OF DIRECTORS
(PROPOSAL 2)
In order to ensure compliance with Section 15(f) of the 1940 Act (see "The
Transaction" above), on March 15, 1996, the Board of Directors, by resolution of
the Continuing Directors pursuant to the Articles of Incorporation (the
"Articles") and By-Laws of the Fund, decreased the number of directors by one,
contingent upon the consummation of the Transaction. This decrease in directors,
to a number to be fixed at four, will be effective as of the Closing Date.
Immediately preceding the decrease in the number of directors, Jeffrey S.
Rudsten, an "interested person" of both Old RCM and New RCM, is expected to
resign his position as a director of the Fund.
Gary W. Schreyer, an "interested person" of both Old RCM and New RCM, and
James M. Whitaker, who are presently directors of the Fund, have been nominated
by the Board to be re-elected as Class II directors of the Fund for three-year
terms. If a stockholder grants authority to vote for the Class II directors, the
enclosed Proxy will be voted for Gary W. Schreyer and James M. Whitaker, each of
whom has consented to serve as a director of the Fund, if elected. In the
unanticipated event that either Gary W. Schreyer or James M. Whitaker is not a
candidate, then the Proxy holders may vote in favor of such substitute nominee
as the Board of Directors may designate, or the Board of Directors may leave a
vacancy in the Board that relates to one or more Class II director. The Fund has
no reason to believe that the nominees will be unable or unwilling to serve as
directors.
The following table provides certain information concerning the nominees for
election as well as for the Class I and Class III directors, including Jeffrey
S. Rudsten, who, as stated, is expected to resign on the Closing Date. The
address of each director (including the nominees for election) is Four
Embarcadero Center, Suite 2800, San Francisco, California 94111. The Fund pays
each of its directors who is not a principal, director, officer or employee of
Old RCM or any of its affiliates $6,000 per year and $1,000 per meeting, and
reimburses each such director for reasonable expenses incurred in connection
with such meetings. Directors who are principals, officers or employees of Old
RCM are
9
<PAGE>
not compensated by the Fund. The Fund's Articles provide that the Fund shall, to
the extent permitted by law, indemnify each of its currently acting and former
directors against any and all liabilities and expenses incurred in connection
with their services in such capacities.
<TABLE>
<CAPTION>
POSITION, IF ANY, CAPITAL
WITH THE FUND SHARES
AND OLD RCM, OF THE
PRINCIPAL FUND
NAME OCCUPATION PRESENT BENEFICIALLY
AND AND BUSINESS DIRECTOR TERM OWNED AT PERCENT OF
AGE EXPERIENCE SINCE EXPIRES 3/14/96 CLASS
<C> <S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
William A. Hasler Dean, Haas School of Business,
+++ University of California,
(54) Berkeley since 1991; Vice
Chairman of KPMG Peat Marwick
from 1967 to 1991 1994 1998 -0- -0-
Gary W. Schreyer Chairman, President and Chief
*++ Executive Officer of the Fund
(50) since 1994; Principal of Old
RCM since 1977 1994 1996 2,000 **
James M. Whitaker Attorney at Law, sole
+ practitioner since 1972
(53) 1994 1996 -0- -0-
Francis E. Lundy President, Technical
+ Instrument Company since 1985;
(58) Director, Syncotec, Inc. since
1983; Director, E. Licht, Inc.
from 1980 to 1992 1994 1997 -0- -0-
Jeffrey S. Rudsten Vice President of the Company
*++ since 1994; Principal of Old
(47) RCM since 1981 1994 1997 1,000 **
</TABLE>
- ------------------------
* An "interested person" of the Fund as that term is defined in the 1940 Act.
Mr. Schreyer is an interested person by virtue of his status as President
and Chief Executive Officer of the Fund and his position as Principal of Old
RCM. Mr. Rudsten is an interested person by virtue of his status as Vice
President of the Fund and his position as Principal of Old RCM.
** Less than 1.00% of Class.
+ Member of the Audit Committee.
++ Member of the Nominating Committee.
10
<PAGE>
In accordance with the Fund's Articles, the directors are classified into
three staggered classes, each of approximately the same size, with one class
elected at each annual meeting of stockholders for a three-year term. The Class
II and Class III directors were elected in February, 1994 by the then sole
stockholder of the Fund, for terms of two and three years, respectively. The
Class I director was elected August 18, 1995 by the stockholders of the Fund for
a full three-year term. The Class I and Class III directors are expected to
remain in office for the remainder of their terms or until their successors are
duly elected and qualified.
RCM AFFILIATIONS. Gary W. Schreyer and Jeffrey S. Rudsten are stockholders
of RCM General, limited partners of RCM Limited and principals of Old RCM.
In connection with the Transaction, Messrs. Schreyer and Rudsten will enter
into employment agreements with New RCM, and will therefore receive employment
compensation from New RCM. At the discretion of RCM Limited, Messrs. Schreyer
and Rudsten may receive some portion of the Management Fee, some portion of the
Transition Fee, and/or some portion of the Additional Payments. Through their
stock ownership of RCM General, Messrs. Schreyer and Rudsten will also receive a
portion of the $3 million paid by Dresdner to RCM Limited. By virtue of these
interests, Messrs. Schreyer and Rudsten may be deemed to have a substantial
interest in stockholder approval of Proposal 1, as may the executive officers
and officers identified in "Additional Information -- Executive Officers and
Officers of the Fund" by virtue of their interests described therein.
BOARD MEETINGS AND COMMITTEES. During the fiscal year ended January 31,
1996, the Board held four meetings. All directors attended at least 75% of the
meetings. There is no compensation committee, nor any committee performing the
function of a compensation committee.
The Board has a standing Audit Committee and a standing Nominating
Committee. The responsibilities of the Audit Committee include reviewing and
making recommendations to the Board concerning the Fund's financial and
accounting reporting procedures. The Audit Committee meets with the Fund's
independent public accountants and reviews the Fund's financial statements, and
generally assists the Board in fulfilling its responsibilities relating to
corporate accounting and reporting practices. The Audit Committee held its only
fiscal 1995 meeting on May 22, 1995.
The Nominating Committee reviews candidates to fill vacancies on the Board
and makes recommendations to the Board regarding such candidates. The Nominating
Committee did not meet during the fiscal year ended January 31, 1996. The
Nominating Committee will accept nominees recommended by stockholders. Such
recommendations should be submitted in writing to Timothy B. Parker, Secretary
to the Fund, at the address of the principal executive offices of the Fund.
During the fiscal year ended January 31, 1996, no director other than Mr.
Lundy was a director of any company with a class of securities registered
pursuant to Section 12 of the Securities and Exchange Act of 1934 or subject to
the requirements of Sections 15(d) of that Act or any company registered as an
investment company under the 1940 Act (other than the Fund). Mr. Lundy has
served on the board of Syncotec, Inc., a manufacturer of precision
opto-electronic instrumentation and systems, since 1983.
REQUIRED VOTE. The election of directors requires the affirmative vote of a
plurality of the Capital Shares voting at the meeting, in person or by proxy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE ELECTION OF EACH
NOMINEE NAMED ABOVE.
11
<PAGE>
RATIFICATION OF ACCOUNTANTS
(PROPOSAL 3)
Coopers & Lybrand L.L.P. has acted as independent public accountants for the
Fund for the fiscal year ended January 31, 1996. The Board of Directors,
including the independent directors, have selected Coopers and Lybrand L.L.P. as
the auditors for the Fund for the current fiscal year ending January 31, 1997.
It is not expected that representatives of Coopers & Lybrand L.L.P. will attend
the meeting. However, upon the reasonable request of any stockholder of the
Fund, representatives of Coopers & Lybrand L.L.P. will attend the meeting and
will, if they so desire, make a statement and/or respond to appropriate
questions.
REQUIRED VOTE. The ratification of the selection of Coopers & Lybrand
L.L.P. requires the affirmative vote of a "majority" of the outstanding Capital
Shares, as defined in the 1940 Act. See "Proposal 1 -- Required Vote."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND A VOTE FOR THE RATIFICATION OF
THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND.
ADDITIONAL INFORMATION
EXECUTIVE OFFICERS AND OFFICERS OF THE FUND. The table below provides
certain information concerning the executive officers of the Fund and certain
other officers who perform similar duties. Similar information regarding Mr.
Schreyer, Chairman of the Board of Directors, President and Chief Executive
Officer of the Fund, and Mr. Rudsten, Vice President of the Fund, is set forth
above. The address of each executive officer and officer is Four Embarcadero
Center, Suite 2800, San Francisco, California 94111. Officers hold office at the
pleasure of the Board and until their successors are
12
<PAGE>
appointed and qualified or until their earlier resignation or removal. Officers
and employees of the Fund who are principals, officers or employees of Old RCM
or New RCM are not compensated by the Fund.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME AND AGE POSITION WITH FUND EXPERIENCE
<C> <S> <C>
- -------------------------------------------------------------------------------------------
Eamonn F. Dolan Vice President and Portfolio Manager, Old RCM (since 1989),
(34) Portfolio Manager Principal (since 1992)
(since 1994)
Stephen Kim Vice President and Portfolio Manager, Old RCM (since 1989),
(35) Portfolio Manager Principal (since 1994)
(since 1994)
John L. Bernard Vice President and Senior Vice President, Old RCM (since
(41) Portfolio Manager 1993); Director of Institutional Trading,
(since 1994) Merrill Lynch, Pierce, Fenner & Smith,
Inc. (1984-1993)
Mark E. Raaberg Vice President and Senior Portfolio Strategist, Old RCM
(43) Portfolio Manager (since 1993); Vice President and
(since 1994) Treasurer, Bank of the West (1989-1993)
Michael J. Apatoff Vice President (since Chief Operating Officer, Old RCM (since
(41) 1994) 1991), Principal (since 1992); Chief
Operating Officer, Chicago Mercantile
Exchange (1986-1991)
Susan C. Gause Treasurer and Chief Director of Finance, Old RCM (since 1994);
(43) Financial Officer CFO and Controller, Citicorp Bankers Leas-
(since 1994) ing (1990-1994); Assistant Controller,
Sierra Capital Realty Advisers (1988-1990)
Caroline M. Hirst Vice President and Director of Investment Operations, Old RCM
(35) Principal Accounting (since December 1994); Head of Inter-
Officer (since 1995) national Administration, Morgan Grenfell
Asset Management (1980-1994)
Anthony Ain Vice President and General Counsel, Old RCM (since 1992),
(36) General Counsel Senior Vice President (since 1993);
(since 1994) Counsel to a Commissioner, Senior Special
Counsel, Securities and Exchange
Commission (1988-1992)
Timothy B. Parker Secretary and Associ- Deputy General Counsel, Old RCM (since
(38) ate General Counsel 1993); Associate with Orrick, Herrington &
(since 1996) Sutcliffe (1989-1993)
</TABLE>
Each of Frederick J. Clancy, Ellen M. Courtien and Judith A. Wilkinson
serves as a Vice President to the Fund, and each of Gayle Kiviat and Laura J.
Shaw serves as an Assistant Secretary to the Fund.
13
<PAGE>
Each of Eammon F. Dolan, Stephen Kim, John L. Bernard, Mark E. Raaberg,
Michael J. Apatoff, Susan C. Gause, Caroline M. Hirst, Anthony Ain, Timothy B.
Parker, Frederick J. Clancy, Ellen M. Courtien, Judith A. Wilkinson, Gayle
Kiviat and Laura J. Shaw are either principals of or are currently employed by
Old RCM, and, in connection with the Transaction, each would either be
principals of or would enter into employment agreements with New RCM. Messrs.
Dolan and Kim, and Ms. Courtien are each shareholders of RCM General, limited
partners of RCM Limited, and principals of Old RCM. Each may, at the discretion
of RCM Limited, receive some portion of the Management Fee, some portion of the
Transition Fee, and/or some portion of the Additional Payments. Through their
stock ownership of RCM General, they will also receive a portion of the $3
million paid by Dresdner to RCM Limited.
INFORMATION REGARDING OLD RCM. Old RCM was established in July, 1986, as
the successor to the business and operations of Rosenberg Capital Management
(established in 1970). As of December 31, 1995, Old RCM had approximately $26
billion in assets under management. Old RCM is registered under the Investment
Advisers Act of 1940 (the "Advisers Act"). Upon consummation of the Transaction,
New RCM will be registered under the Advisers Act and will employ the same key
personnel as previously employed by Old RCM.
Old RCM also serves as investment manager or subadviser to other registered
investment companies. Old RCM does not provide advisory services to any
registered investment company with investment objectives and policies similar to
the Fund.
William L. Price and William S. Stack are principal executive officers of
Old RCM who do not hold positions with the Fund. The principal occupation and
business address of Messrs. Price and Stack is provided in "Description of the
Transaction -- The Transaction," above. Each serves as a director to RCM
General, as do Messrs. Schreyer, Rudsten, and Apatoff.
BROKERAGE PORTFOLIO TRANSACTIONS. In most cases no brokerage commissions,
as such, are paid by the Fund for purchases and sales undertaken through
principal transactions, although the price paid usually includes an undisclosed
compensation to the dealer. During the fiscal year ended January 31, 1996, the
Fund paid no brokerage commissions for portfolio transactions. The prices paid
to underwriters of newly issued securities typically include a concession paid
by the issuer to the underwriter, and purchasers of after-market securities from
dealers ordinarily are executed at a price between the bid and asked price.
COSTS OF SOLICITATION. The costs of preparation, printing and postage
attributable to the approval of the New Investment Management Agreement will be
paid from the proceeds of the Transaction. In the event the Transaction is not
consummated, such costs will be paid by Old RCM. In either event, all other
costs of solicitation, including postage, handling and other printing costs,
will be borne by the Fund.
OTHER BUSINESS. As of the date of this Proxy Statement, the Fund's
management and Old RCM know of no business other than as set forth in the Notice
of the Annual Meeting of Stockholders to come before the Meeting. If any other
business is properly brought before the Meeting, or any adjournment thereof, the
persons named as proxies will vote in their sole discretion.
ADJOURNMENT. In the event that sufficient votes in favor of any of the
proposals set forth in the Notice of the Annual Meeting of Stockholders are not
received by the time scheduled for the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting after the date set
14
<PAGE>
for the original Meeting to permit further solicitation of proxies with respect
to any of such proposals. In addition, if, in the judgment of the persons named
as Proxies, it is advisable to defer action on one or more proposals, the
persons named as Proxies may propose one or more adjournments of the Meeting for
a reasonable time. Any such adjournments will require the affirmative vote of a
majority of the votes cast on the question in person or by proxy at the session
of the Meeting to be adjourned, as required by the Fund's Articles and By-Laws.
The persons named as Proxies will vote in favor of such adjournment those
Proxies which they are entitled to vote in favor of such proposals. They will
vote against any such adjournment those Proxies required to be voted against any
of such proposals. The costs of any additional solicitation and of any adjourned
session will be allocated in the fashion described in "Costs of Solicitation"
above. Any proposals for which sufficient favorable votes have
been received by the time of the meeting will be acted upon and such action will
be final regardless of whether the meeting is adjourned to permit additional
solicitation with respect to any other proposal.
ANNUAL REPORT. The Fund's 1995 Annual Report to Stockholders was mailed to
stockholders on March 27, 1996. IF YOU SHOULD DESIRE AN ADDITIONAL COPY OF THE
ANNUAL REPORT, OR A COPY OF THE SEMI-ANNUAL REPORT FOR THE SIX MONTHS ENDED JULY
31, 1995, THESE REPORTS CAN BE OBTAINED, WITHOUT CHARGE, FROM BOSTON FINANCIAL
DATA SERVICE, INC. BY CALLING (800) 426-5523.
STOCKHOLDER PROPOSALS FOR 1997 PROXY STATEMENT. Stockholders submitting
proposals intended to be presented at the next annual meeting must be received
by the Fund, in good order and complying with all applicable legal requirements,
no later than December 16, 1996. Stockholder proposals should be addressed to
Timothy B. Parker, Secretary, at the address of the principal executive offices
of the Fund.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A
QUORUM IS PRESENT AT THE ANNUAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE.
Gary W. Schreyer,
PRESIDENT
April 15, 1996
San Francisco, CA
15
<PAGE>
EXHIBIT A
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made as of this day of , 1996 between RCM Strategic
Global Government Fund, Inc., a Maryland corporation (the "Fund"), and RCM
Capital Management, L.L.C., a Delaware limited liability company (the
"Manager").
W I T N E S S E T H:
WHEREAS, the Fund is a non-diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder (the "1940 Act"); and
WHEREAS, the Fund has been organized for the purpose of investing its funds
and desires to avail itself of the experience, sources of information, advice,
assistance and facilities available to the Manager and to have the Manager
perform for it various investment management services; and the Manager is
willing to furnish the investment management services sought by the Fund on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed as follows:
1. The Fund hereby appoints the Manager to act as Investment Manager to the
Fund on the terms set forth in this Agreement. The Manager accepts such
appointment and agrees to render the services herein described, for the
compensation herein provided.
2. Subject to the supervision of the Board of Directors of the Fund (the
"Board") and to the express provisions and limitations set forth in the Fund's
Articles of Incorporation, By-Laws, and Form N-2 Registration Statement under
the 1940 Act and the 1933 Act (the "Registration Statement"), each as it may be
amended from time to time, the Manager shall have full discretionary authority
to manage the investment and reinvestment of the Fund's assets and to provide
investment research advice and supervision of the Fund's portfolio in accordance
with the Fund's investment objectives, policies and restrictions as stated in
the Fund's Registration Statement, as such Registration Statement may be amended
from time to time. The services to be provided under this paragraph 2 shall be
subject to the following understandings:
(a) The Manager shall provide supervision of the Fund's investments and
shall determine from time to time the investments or securities that will be
purchased, retained, sold or loaned by the Fund, and the portion of the
assets that will be invested in securities or otherwise. Subject to the
limitations in this Section 2, the Manager is empowered hereby, through any
of its principals or employees, to take any of the following actions for the
benefit of the Fund:
(i) to invest and reinvest in stocks, bonds, notes, trade
acceptances, commercial paper, structured instruments, and other
obligations of every description issued or incurred by governmental or
quasi-governmental bodies or their agencies, authorities or
instrumentalities, or by corporations, trusts, associations,
partnerships, or other firms or entities;
(ii) to invest and reinvest in loans and deposits at interest on call
or on time, whether or not secured by collateral;
<PAGE>
(iii) to purchase and sell put and call options, financial futures and
put and call options on such financial futures, and to enter into
transactions with respect to swaps, caps, floors, collars, and other
similar instruments;
(iv) to purchase and sell foreign currency and forward contracts on
such foreign currency;
(v) to lend the Fund's portfolio securities to brokers, dealers,
other financial institutions, or other parties, and to engage in
repurchase and reverse repurchase transactions with such entities;
(vi) to buy, sell, or exercise rights and warrants to subscribe for
stock or other securities;
(vii) to execute agreements with broker-dealers, banks, futures
commission merchants, and other financial institutions on behalf of the
Fund for the purpose of entering into any of the foregoing transactions;
(viii) to purchase, sell, and otherwise enter into transactions with
respect to any instrument not described above that may be considered a
"derivative" instrument;
(ix) to engage in transactions with respect to any other instruments,
or to take any other actions with respect to the Fund's investments, that
the Fund is authorized to invest in or to take pursuant to the
Registration Statement; and
(x) to take such other actions, or to direct the Custodian to take
such other actions, as may be necessary or desirable to carry out the
purpose and intent of this subparagraph (a) of this paragraph (2).
In determining the investments or securities to be purchased or sold by
the Fund, the Manager shall place orders with respect to such
instruments either directly with the issuer or in such markets and
through such underwriters, dealers, brokers, or futures commission
merchants (collectively, "brokers") as in the Manager's best judgment
offer the most favorable price and market for the execution of each
transaction; provided, however, that, to the extent permitted under the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (the "Exchange Act") and the 1940 Act, the
Manager may cause the Fund to place orders for transactions with brokers
that furnish brokerage and research services, as defined in the 1934
Act, to the Manager or any affiliated person of the Manager, subject to
such policies as the Board may adopt from time to time with respect to
the extent and continuation of this practice. The Fund understands and
agrees that the Manager may effect transactions in portfolio securities
through brokers who may charge an amount in excess of the amount of
commission another broker would have charged, provided that the Manager
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by
such broker, viewed in terms of either the specific transaction or the
Manager's overall responsibilities to the Fund and other clients as to
which the Manager or any affiliated person of the Manager exercises
discretionary investment authority. Receipt by the Manager or any
affiliated person of the Manager of any such brokerage research services
shall not give rise to any requirement for abatement or reduction of the
advisory fee payable by the Fund to the Manager under this Agreement. It
is understood that the services provided by such brokerage firms may be
useful to the Manager or its affiliated persons in connection with their
services to other clients. The
2
<PAGE>
Fund agrees that any entity or person associated with the Manager or any
affiliated person of the Manager which is a member of a national
securities exchange is authorized to effect any transaction on such
exchange for the account of the Fund which is permitted by Section 11(a)
of the 1934 Act, and Rule 11a2-2(T) thereunder, and the Fund hereby
consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(2)(iv).
(b) The Manager agrees to furnish suitable office space for the Fund.
(c) The Manager shall use its best judgment in the performance of its
duties under this Agreement.
(d) The Manager undertakes to perform its duties and obligations under
this Agreement in conformity with the Registration Statement, with the
requirements of the 1940 Act and all other applicable Federal and state laws
and regulations and with the instructions and directions of the Fund's Board
of Directors, all as may be amended or modified from time to time.
(e) The Manager shall maintain books and records with respect to the
Fund's portfolio transactions and the Manager shall render to the Fund's
Board such periodic and special reports as the Board of Directors may
reasonably request from time to time. The Manager agrees that all records
that it maintains for the Fund are the property of the Fund and it will
surrender promptly to the Fund any of such records upon the Fund's request.
(f) The Fund understands and agrees:
(i) that the Manager performs investment management services for
various clients and that the Manager may take action with respect to any
of its other clients which may differ from action taken or from the
timing or nature of action taken with respect to the Fund, so long as it
is the Manager's policy, to the extent reasonably practical, to allocate
investment opportunities to the Fund over time on a fair and equitable
basis relative to other clients;
(ii) that the Manager shall have no obligation to purchase or sell
for the Fund any security that the Manager, or its principals or
employees, may purchase or sell for their own accounts or for the account
of any other client, if, in the opinion of the Manager, such transaction
or investment appears unsuitable, impractical or undesirable for the
Fund; and
(iii) that, to the extent permitted by applicable laws and
regulations, on occasions when the Manager deems the purchase or sale of
a security or other instrument to be in the best interests of the Fund as
well as of the other clients of the Manager, the Manager may aggregate
the securities to be so sold or purchased when the Manager believes that
to do so would be in the best interests of the Fund. In such event,
allocation of the securities or other instruments so purchased or sold,
as well as the expenses incurred in that transaction, shall be made by
the Manager in the manner the Manager considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and such other
clients.
3. The Manager will bear all of expenses related to salaries of its
employees and to the Manager's overhead in connection with its duties under this
Agreement. The Manager also will pay all directors' fees and salaries of the
Fund's directors and officers who are affiliated persons (as such term is
defined in the 1940 Act) of the Manager.
Except for the expenses specifically assumed by the Manager, the Fund will
pay all of its expenses, including, without limitation, fees of the directors
not affiliated with the Manager and board meeting
3
<PAGE>
expenses; fees of the Manager; fees of the Fund's Administrator; interest
charges; taxes; charges and expenses of the Fund's legal counsel and independent
accountants, and of the transfer agent, registrar and dividend reinvestment and
disbursing agent of the Fund; expenses of repurchasing shares of the Fund;
expenses of printing and mailing share certificates, stockholder reports,
notices, proxy statements and reports to governmental offices; brokerage and
other expenses connected with the execution, recording and settlement of
portfolio security transactions; expenses connected with negotiating, effecting
purchases or sales or registering privately issued portfolio securities; fees
and expenses of the Fund's custodian and sub-custodians for all services to the
Fund, including safekeeping of funds and securities and maintaining required
books and accounts; expenses of calculating and publishing the net asset value
of the Fund's shares; expenses of membership in investment company associations;
premiums and other costs associated with the acquisition of a mutual fund
directors and officers errors and omissions liability insurance policy; expenses
of fidelity bonding and other insurance premiums; expenses of stockholders'
meetings; SEC and state blue sky registration fees; New York Stock Exchange
listing fees; any fees payable by the Fund to the National Association of
Securities Dealers, Inc. in connection with this offering; and its other
business and operating expenses.
4. For the services provided and the expenses assumed pursuant to this
Agreement, the Fund will pay to the Manager a monthly fee in arrears equal to
0.95% per annum of the Fund's average daily net assets during the month. The
Fund authorizes the Manager to charge the Fund for the full amount of fees as
they become due and payable pursuant to this paragraph 4; provided, however,
that copies of the fee statement relating to said payment shall be sent to the
Custodian and to the Fund.
In the event that expenses of the Fund for any fiscal year should exceed the
expense limitation on investment company expenses imposed by any statute or
regulatory authority of any jurisdiction in which shares of the Fund are
qualified for offer and sale, the compensation due the Manager for such fiscal
year shall be reduced by the amount of such excess by a reduction or refund
thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Manager may, by written notice to the Fund, voluntarily
declare to be effective with respect to the Fund, subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's
expenses to the extent required by such expense limitation.
If the Manager shall serve for less than the whole of a month, the foregoing
compensation shall be prorated.
5. The Manager shall authorize and permit any of its directors, officers
and employees who may be elected as directors or officers of the Fund to serve
in the capacities in which they are elected.
6. The Manager shall not be liable to the Fund or any of its stockholders
for any error of judgment, mistake of law, or any loss suffered by the Fund or
any of its stockholders in connection with any act or omission in the
performance of its obligations to the Fund or to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.
7. This Agreement shall continue in effect for a period of two years from
its effective date, and if not sooner terminated, will continue in effect for
successive periods of 12 months thereafter, provided that each continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act. This Agreement may be terminated as a whole at any time by the
Fund, without the
4
<PAGE>
payment of any penalty, upon the vote of a majority of the Fund's Board of
Directors or the vote of a majority of the outstanding voting securities (as
defined in the 1940 Act or the rules and regulations thereunder) of the Fund, or
by the Manager, on 60 days' written notice by either party to the other. This
Agreement shall terminate automatically in the event of its assignment (as such
term is defined in the 1940 Act and the rules thereunder).
8. Nothing in this Agreement shall limit or restrict the right of any of
the Manager's principals, officers or employees who may also be a director,
officer or employee of the Fund to engage in any other business or to devote his
time and attention in part to management or other aspects of any business,
whether of a similar or a dissimilar nature, nor limit or restrict the Manager's
right to engage in any other business or to render services of any kind to any
other corporation, investment company, firm, individual or association. The
investment management services provided by the Manager hereunder are not to be
deemed exclusive, and the Manager shall be free to render similar services to
others.
9. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, (i) to the Manager at Four Embarcadero Center, Suite 3000, San
Francisco, CA 94111 or (ii) to the Fund at Four Embarcadero Center, Suite 2800,
San Francisco, CA 94111.
10. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
11. Under a License Agreement dated as of the date hereof, the Fund was
granted a royalty-free, non-exclusive license to use the name "RCM" as part of
its name only in connection with the operation of an investment company. It is
further provided in the License Agreement that the term "RCM" may be used or
licensed in connection with other investment companies, subject to the
requirements of the 1940 Act, or any other business enterprise during the term
of such License Agreement or thereafter. The License Agreement is terminable on
sixty days' notice to the Fund or as soon as practicable thereafter. Upon such
termination, the Fund is required to change its name to one which does not
include the term "RCM".
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
<TABLE>
<S> <C>
RCM STRATEGIC GLOBAL
GOVERNMENT FUND, INC.
Attest:
By --------------------------------------- By ---------------------------------------
RCM CAPITAL MANAGEMENT, L.L.C.
Attest:
By --------------------------------------- By ---------------------------------------
</TABLE>
5
<PAGE>
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
FOUR EMBARCADERO CENTER, SUITE 2800
SAN FRANCISCO, CALIFORNIA 94111
The undersigned hereby constitutes and appoints Laura J. Shaw, Dede
Dunegan and Jennie M. Wong, and each of them, as proxies of the undersigned
(the "Proxies") each with full power to appoint his or her substitute, and
hereby authorizes each of them to represent and vote all the shares of
common stock of RCM Strategic Global Government Fund, Inc. (the "Fund")
held of record as of March 14, 1996, at the Annual Meeting of Stockholders
to be held at the Park Hyatt Hotel, located at 333 Battery Street,
San Francisco, California 94111, on Tuesday, May 28, 1996 at 9:00 a.m. (Pacific
Time), and at any and all adjournment(s) or postponement(s) thereof:
When property executed, this proxy will be voted in the manner directed
herein by the undersigned stockholder(s). IF NO DIRECTION IS GIVEN THIS PROXY
WILL BE VOTED FOR APPROVAL OF A NEW INVESTMENT MANAGEMENT AGREEMENT FOR THE
FUND, FOR THE ELECTION OF CLASS II DIRECTORS AND FOR THE RATIFICATION OF THE
SELECTION BY THE BOARD OF DIRECTORS OF COOPERS & LYBRAND L.L.P. AS THE
INDEPENDENT PUBLIC ACCOUNTANTS. In their discretion, the Proxies are each
authorized to vote upon such other business as may properly come before the
meeting and any adjournments or postponements of the meeting. A stockholder
wishing to vote in accordance with the Board of Directors' recommendation
need only sign and date this proxy and return it in the envelope provided.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders and the Proxy Statement with respect
thereto and hereby revoke(s) any proxy or proxies heretofore given. This proxy
may be revoked at any time before it is exercised.
PLEASE VOTE AND SIGN ON THE OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
Note: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporation name by President or other authorized officer. If a
partnership, please sign partnership name by authorized person.
<TABLE>
<S> <C>
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------------------- --------------------------------------------
- -------------------------------------------- --------------------------------------------
</TABLE>
<PAGE>
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
1.) Approve the new investment management agreement between New RCM (as
described in the Fund's Proxy Statement) and the Fund, effective upon the
closing of the transaction involving Dresdner Bank AG and RCM Capital
Management, a California Limited Partnership, the current investment
manager to the Fund.
For / / Against / / Abstain / /
2.) Re-elect as director the nominees listed below:
For / / Withhold / / For All Except / /
Gary W. Schreyer and James M. Whitaker
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and strike a line through that nominee's
name).
3.) Ratify the selection by the Board of Directors of Coopers & Lybrand
L.L.P. as independent public accountants for the fiscal year ending
January 31, 1997.
For / / Against / / Abstain / /
I plan to attend the meeting in San Francisco at 9:00 a.m. on May 28,
1996. / /
Mark box at right if comments or address change have been noted on the reverse
side of this card. / /
RECORD DATE SHARES:
Please be sure to sign and date this Proxy.
Shareholder sign here Co-owner sign here Date
