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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
RCM Strategic Global Government Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
FOUR EMBARCADERO CENTER
SAN FRANCISCO, CALIFORNIA 94111
(415) 954-5400
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of RCM Strategic Global Government Fund, Inc., a Maryland corporation
(the "Fund"), will be held on August 26, 1999, at 10:00 a.m. (Pacific Time) at
the offices of Dresdner RCM Global Investors LLC ("Dresdner RCM"), located at
Four Embarcadero Center, 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 re-elect two directors to the Board of Directors of the Fund.
2. To ratify or reject the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the fiscal
year ending January 31, 2000.
3. 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 July 1, 1999 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,
/s/ J.W. O'Connell
Judith W. O'Connell
Secretary
San Francisco, California
July 23, 1999
<PAGE>
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
FOUR EMBARCADERO CENTER
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 offices of Dresdner RCM
Global Investors LLC ("Dresdner RCM"), located at Four Embarcadero Center, San
Francisco, California 94111, on August 26, 1999 at 10:00 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 re-election of the
directors nominated by the Board of Directors (Proposal 1) and FOR the
ratification of the selection by the Board of Directors of
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as the Fund's independent
public accountants for the fiscal year ending January 31, 2000 (Proposal 2). 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. Proposal 1 requires, for the election of the
nominees, a plurality of the Capital Shares voting and entitled to vote thereon
at the meeting. Proposal 2 requires 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"). 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 1, but abstentions and broker "non-votes" will have the
effect of a vote against Proposal 2 depending on the number of Capital Shares
present at the meeting. See "Proposal 2 -- Required Vote".
The cost of solicitation, including postage, printing and handling, will be
borne by the 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 July 23, 1999.
At 5:00 p.m. (Eastern Standard Time) on July 1, 1999, the record date for
the determination of stockholders entitled to vote at the Meeting (the "Record
Date"), there were outstanding 30,515,800 Capital Shares. Each Capital Share is
entitled to one vote.
1
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As of the Record Date, 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 30,192,579 Capital Shares, or approximately 99% 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 the Record Date, all directors and
officers as a group owned, beneficially, less than 1% of the Capital Shares.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Board of Directors currently consists of three classes of directors.
Directors hold office for staggered terms of three years (or less if they are
filling a vacancy) and until their successors are elected and qualified, or
until their earlier resignation or removal. One class, comprising approximately
one-third of the directors, is elected each year to succeed the directors whose
terms are expiring. The term of office for directors in Class II expires at the
Meeting, for directors in Class III at the Annual Meeting of Stockholders in
2000 and for directors in Class I at the Annual Meeting of Stockholders in 2001.
The Board of Directors has designated Luke D. Knecht for re-election as a
Class III director. Mr. Knecht was elected to the Board of Directors as a Class
III director on March 30, 1999 by the Board to serve until the Annual Meeting of
Stockholders in 1999. If re-elected as a Class III director, Mr. Knecht's term
will expire at the Annual Meeting of Stockholders in 2000.
The Board of Directors has designated James M. Whitaker for re-election as a
Class II director. Mr. Whitaker was re-elected to the Board of Directors on May
28, 1996 by the stockholders to serve for a three-year term. If re-elected, the
term of Mr. Whitaker will expire at the Annual Meeting of Shareholders in 2002.
Francis E. Lundy, as a Class I director re-elected to the Board on November
12, 1998 ( the "Continuing Director"), has a remaining term of approximately two
years.
Unless authority is withheld, it is the intention of the persons named in
the enclosed Proxy to vote each Proxy for Messrs. Knecht and Whitaker. Messrs.
Knecht and Whitaker have indicated they will serve if elected, but if they
should be unable to serve, the Proxy holders may vote in favor of such
substitute nominees as the Board of Directors may designate, or the Board of
Directors may leave vacancies in the Board.
The address of each director is Four Embarcadero Center, San Francisco, CA
94111. The Fund pays each of its independent directors $6,000 per year and
$1,000 per meeting attended, and reimburses each such director for reasonable
expenses incurred in connection with such meetings. The Fund's Articles of
Incorporation 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 service in such
capacities.
2
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The following table provides information concerning the nominees and the
Continuing Director:
NOMINEES
<TABLE>
<CAPTION>
CAPITAL SHARES OF
THE FUND
POSITION, IF ANY, WITH THE FUND AND DRESDNER RCM. DIRECTOR BENEFICIALLY OWNED
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE SINCE AT 6/15/99
- ---------------------- ---------------------------------------------------------- ----------- --------------------
<C> <S> <C> <C>
Luke D. Knecht (45) President, Director and Chairman of the Board. Managing 1999** *
Director, Dresdner RCM since 1997 and Director of
Dresdner RCM since 1998; Executive Director, Russell
Reynolds Associates from 1995 to 1997; President, CSI
Asset Management from 1993 to 1995.
James M. Whitaker Director and Vice Chairman of the Board. Attorney at Law, 1994 -0-
+ sole practitioner since 1972
(56)
</TABLE>
CONTINUING DIRECTOR
<TABLE>
<CAPTION>
CAPITAL SHARES OF
THE FUND
POSITION, IF ANY, WITH THE FUND AND DRESDNER RCM. DIRECTOR BENEFICIALLY OWNED
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE SINCE AT 6/15/99
- ---------------------- ---------------------------------------------------------- ----------- --------------------
<C> <S> <C> <C>
Francis E. Lundy Director. Vice President, Zygo Corporation since 1996; 1994 *
+ Chairman and President, Technical Instrument--San
(61) Francisco since 1976
</TABLE>
- ------------------------
* Less than 1.00% of Capital Shares.
** An "interested person" of the Fund, as defined in the 1940 Act, by reason of
being its President and a Managing Director and Director of Dresdner RCM,
the Fund's investment advisor.
+ Member of the Audit Committee.
BOARD COMMITTEES AND MEETINGS. The Board has a standing Audit 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 Fund has no nominating committee. The Board as a whole is responsible
for reviewing candidates to fill vacancies on the Board. The Board will accept
nominees recommended by stockholders. Such recommendations should be submitted
in writing to Judith W. O'Connell, Secretary to the Fund, at the address of the
principal executive offices of the Fund, with a copy to J.B. Kittredge at Ropes
& Gray, One International Place, Boston, Massachusetts 02110-2624.
With respect to the fiscal year ended January 31, 1999, the Board held six
meetings and all directors then serving attended 100% of the meetings. The Audit
Committee did not meet in separate session during the fiscal year ended January
31, 1999.
During the fiscal year ended January 31, 1999, no director 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
3
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requirements of Section 15(d) of that Act or any company registered as an
investment company under the 1940 Act (other than the Fund).
REQUIRED VOTE. The re-election of the nominees to the Board of Directors
requires the affirmative vote of a plurality of the Capital Shares voting and
entitled to vote thereon at the Meeting, in person or by proxy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RE-ELECTION OF
THE NOMINEES NAMED ABOVE.
RATIFICATION OF ACCOUNTANTS
(PROPOSAL 2)
The Board of Directors has selected PricewaterhouseCoopers as the auditors
for the Fund for the current fiscal year ending January 31, 2000. Upon the
reasonable request of any stockholder of the Fund, representatives of
PricewaterhouseCoopers will attend the meeting, and will, as they see fit, make
a statement and/or respond to appropriate questions.
REQUIRED VOTE. The ratification of the selection of PricewaterhouseCoopers
requires the affirmative vote of a "majority" of the outstanding Capital Shares,
as defined in the 1940 Act. "Majority" 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 RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE SELECTION OF PRICEWATERHOUSECOOPERS AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FUND.
ADDITIONAL INFORMATION
EXECUTIVE OFFICERS AND OTHER 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. Officers hold office at the pleasure
of the Board and until their successors are appointed and qualified or until
their earlier resignation or removal. Officers and employees of the Fund who are
principals, officers or employees of Dresdner RCM or Funds Distributor, Inc.
("FDI") are not compensated by the Fund.
<TABLE>
<CAPTION>
NAME AND AGE POSITION WITH FUND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---------------------------- -------------------------- -------------------------------------------------------
<C> <S> <C>
George A. Rio * Chief Financial Officer Executive Vice President and Client Service Director of
(44) and Assistant Treasurer FDI (since April 1998); Senior Vice President and
(since 1998) Senior Key Account Manager for Putnam Mutual Funds
(June 1995 to March 1998); Director of Business
Development for First Data Corporation (May 1994 to
June 1995).
Judith W. O'Connell ** Treasurer and Secretary Director of Commingled Fund Services, Dresdner RCM
(35) (since 1998) (since October 1994); Director of Mutual Fund
Operations, G.T. Capital Management (December 1993 to
October 1994).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AND AGE POSITION WITH FUND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---------------------------- -------------------------- -------------------------------------------------------
<C> <S> <C>
Margaret W. Chambers * Vice President and Senior Vice President and General Counsel of FDI (since
(39) Assistant Secretary (since April 1998); Vice President and Assistant General
1998) Counsel for Loomis, Sayles & Company, L.P. (August
1996 to March 1998); associate with the law firm of
Ropes & Gray (January 1986 to July 1996).
Karen Jacoppo-Wood * Vice President and Vice President and Senior Counsel of FDI and an officer
(32) Assistant Secretary (since of certain investment companies distributed by FDI
1998) (since February 1996); Manager of SEC Registration,
Scudder, Stevens & Clark, Inc. (June 1994 to January
1996).
Douglas C. Conroy * Vice President and Vice President and Senior Client Service Manager of FDI
(30) Assistant Treasurer (since and an officer of certain investment companies
1998) distributed by FDI (since May 1998); Assistant
Department Manager of Treasury Services and
Administration of FDI (April 1997 to April 1998);
Supervisor of Treasury Services and Administration of
FDI (February 1995 to March 1997); Investors Bank &
Trust Company where he performed various fund
accounting and compliance functions (April 1993 to
January 1995).
Mary A. Nelson * Vice President and President and Manager of Operations and Treasury
(35) Assistant Treasurer (since Services of FDI and an officer of certain investment
1998) companies distributed by FDI (since 1994).
Steven Wong ** Assistant Treasurer (since Manager of Commingled Fund Services, Dresdner RCM
(32) 1998) (since December 1994); Senior Auditor, KPMG Peat
Marwick (September 1992 to December 1994).
</TABLE>
- ------------------------
* The officer's address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.
** The officer's address is Four Embarcadero Center, San Francisco, California
94111.
INFORMATION REGARDING THE FUND'S INVESTMENT ADVISER. The Fund's investment
adviser is Dresdner RCM. Dresdner RCM was established in April 1996 under the
name RCM Capital Management, L.L.C., as the successor to the business and
operations of RCM Capital Management, a California Limited Partnership which,
with its predecessors, has been in operation since 1970. Dresdner RCM has
informed the Fund that as of June 30, 1999 it had approximately $36 billion in
assets under management. Dresdner RCM is registered under the Investment
Advisers Act of 1940 and serves as investment manager or subadviser to other
registered investment companies.
Dresdner RCM is located at Four Embarcadero Center, San Francisco,
California 94111.
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INFORMATION REGARDING THE FUND'S ADMINISTRATOR. The Fund's Administrator
is State Street Bank and Trust Company, located at 1776 Heritage Drive, North
Quincy, Massachusetts 02171.
OTHER BUSINESS. As of the date of this Proxy Statement, the Fund's
management and Dresdner RCM know of no business to come before the Meeting other
than as set forth in the Notice of the Annual Meeting of Stockholders. 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 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 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 both 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 of Incorporation 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 borne by the Fund. 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 1999 Annual Report to Stockholders was mailed to
stockholders on or about March 31, 1999. ADDITIONAL COPIES OF THE ANNUAL REPORT
MAY BE OBTAINED WITHOUT CHARGE FROM BOSTON EQUISERVE BY CALLING (800) 426-5523
OR BY WRITING TO P.O. BOX 8200, BOSTON, MASSACHUSETTS 02266-8200.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING. Stockholders submitting
proposals intended to be included in the Fund's 2000 Proxy Statement must ensure
that such proposals are received by the Fund, in good order and complying with
all applicable legal requirements, no later than March 25, 2000. Stockholders
submitting any other proposals intended to be presented at the next annual
meeting must ensure that such proposals are received by the Fund, in good order
and complying with all applicable legal requirements, between May 24, 2000 and
June 8, 2000. It is currently anticipated that the 2000 Annual Meeting of
Stockholders will be held prior to July 31, 2000. Stockholder proposals should
be addressed to Judith W. O'Connell, Secretary, at the address of the principal
executive offices of the Fund, with a copy to J.B. Kittredge at Ropes & Gray,
One International Place, Boston, Massachusetts 02110-2624.
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.
July 23, 1999
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RCMCM-PS-99
