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 'SS' 240.14a-12
Strategic Global Income Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
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STRATEGIC GLOBAL INCOME FUND, INC.
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NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
MARCH 20, 2003
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TO THE SHAREHOLDERS:
The annual meeting of shareholders of Strategic Global Income Fund, Inc.
(the "Fund") will be held on March 20, 2003 at 10:00 a.m., Eastern time, at 51
West 52nd Street, 16th Floor, New York, New York 10019-6114 for the following
purposes:
(1) To elect twelve (12) directors to serve until the annual meeting of
shareholders in 2004, or until their successors are elected and qualified
or until they resign or are otherwise removed; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
You are entitled to vote at the meeting and any adjournments thereof if
you owned Fund shares at the close of business on January 17, 2003. If you
attend the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE.
By order of the board of directors,
AMY R. DOBERMAN
Secretary
January 31, 2003
51 West 52nd Street
New York, New York 10019-6114
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE POSTAGE PAID ENVELOPE PROVIDED. If you sign, date
and return the proxy card but give no voting instructions, your shares will be
voted "FOR" the nominees for director named in the attached proxy statement and
"FOR" all other proposals noticed above. IN ORDER TO AVOID THE ADDITIONAL
EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING
IN YOUR PROXY CARD PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general guidelines for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund of validating your
vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on the
proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration.
For example:
REGISTRATION VALID SIGNATURE
- ------------ ---------------
Corporate Accounts
(1) ABC Corp. .................................... ABC Corp.
John Doe, Treasurer
(2) ABC Corp. .................................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer ............ John Doe
(4) ABC Corp. Profit Sharing Plan ................ John Doe, Trustee
Partnership Accounts
(1) The XYZ Partnership .......................... Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership ......... Jane B. Smith, General Partner
Trust Accounts
(1) ABC Trust Account ............................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/18/78 .......... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA/UTMA ................. John B. Smith
(2) Estate of John B. Smith ...................... John B. Smith, Jr., Executor
STRATEGIC GLOBAL INCOME FUND, INC.
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 20, 2003
This proxy statement is furnished to the shareholders of Strategic Global
Income Fund, Inc. (the "Fund") in connection with the board of directors'
solicitation of proxies to be used at the annual meeting of the shareholders of
the Fund to be held on March 20, 2003, at 10:00 a.m., Eastern time, at 51 West
52nd Street, 16th Floor, New York, New York 10019-6114, or any adjournment or
adjournments thereof. This proxy statement and the related proxy card will first
be mailed to shareholders on or about January 31, 2003.
A majority of the shares outstanding on January 17, 2003, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting, or if
a quorum is present at the annual meeting but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the annual meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the annual meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR any such proposal in favor of such an adjournment and will vote those
proxies marked WITHHOLD on any such proposal against such adjournment. A
shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
but will have no effect on Proposal 1, for which the required vote is a
plurality of the votes cast on the matter.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
FOR the twelve nominees for directors named herein and, in the proxies'
discretion, either FOR or AGAINST any other business that may properly arise at
the annual meeting. You may revoke any proxy card by giving another proxy or by
submitting a written notice of revocation to the Fund's Secretary at 51 West
52nd Street, New York, New York 10019-6114. To be effective, your revocation
must be received by the Fund prior to the meeting and must indicate your name
and account number. In addition, if you attend the annual meeting in person you
may, if you wish, vote by ballot at the meeting, thereby cancelling any proxy
previously given.
As of the record date, January 17, 2003, the Fund had 18,258,828 shares of
common stock outstanding. The solicitation of proxies, the cost of which will be
borne by the Fund, will be made primarily by mail but also may include telephone
and oral communications by regular employees of UBS Global Asset Management (US)
Inc. ("UBS Global AM") or UBS PaineWebber Inc. ("UBS PaineWebber(SM*)"), who
will not receive any compensation therefor from the Fund. Management does not
know of any person who owns beneficially 5% or more of the shares of the Fund.
Each full share of the Fund outstanding is entitled to one vote, and each
fractional share of the Fund outstanding is entitled to a proportionate share of
one vote.
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* UBS PaineWebber is a service mark of UBS AG.
1
UBS Global AM serves as the Fund's investment advisor and administrator.
UBS Global AM is an indirect wholly owned asset management subsidiary of UBS
AG. UBS AG is an internationally diversified organization with headquarters in
Zurich, Switzerland. UBS AG operates in many areas of the financial services
industry. The principal business offices of UBS Global AM are located at 51
West 52nd Street, New York, New York 10019-6114. The principal business address
of UBS AG is Bahnhofstrasse 45, Zurich, Switzerland.
The Fund's annual report containing financial statements for the fiscal
year ended November 30, 2002, is being mailed to shareholders concurrently with
this proxy statement.
PROPOSAL 1. ELECTION OF DIRECTORS
Proposal 1 relates to the election of directors of the Fund. Management
proposes the election of the twelve nominees named in the table below. Each
nominee has indicated his or her willingness to serve if elected. If elected,
each nominee will hold office until the next annual meeting of shareholders or
until his or her successor is elected and qualified, or until he or she resigns
or is otherwise removed. Unless you give contrary instructions on the enclosed
proxy card, your shares will be voted FOR the election of all twelve nominees.
If any of the nominees should withdraw or otherwise become unavailable for
election, your shares will be voted FOR such other nominee or nominees as
management may recommend.
Directors, including those who are not "interested persons" of the Fund
as that term is defined by the Investment Company Act of 1940, as amended
("1940 Act") ("Independent Directors"), shall be elected by the affirmative
vote of the holders of a plurality of the shares of the Fund cast in person or
by proxy and entitled to vote thereon, provided a quorum is present. Proxies
cannot be voted for a greater number of persons than the number of nominees
named. None of the current directors and executive officers (21 persons)
beneficially owned any shares of the Fund on December 31, 2002.
Listed in the table below, for each nominee, is a brief description of the
nominee's experience as a director of the Fund and as a director or trustee of
other funds, as well as other recent professional experience.
NUMBER OF
PORTFOLIOS IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX OTHER
HELD WITH TIME OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED DURING PAST 5 YEARS BY NOMINEE HELD BY NOMINEE
- -------------------------- ------------- ------------ -------------------------- ----------------------- ----------------
INTERESTED DIRECTORS:
Margo N. Alexander*+; 55 Director Since 1996 Mrs. Alexander is an Mrs. Alexander is a None
executive vice president director or trustee of
of UBS PaineWebber 20 investment
(since March 1984). She companies
was chief executive (consisting of 41
officer of UBS Global portfolios) for which
AM from January 1995 UBS Global AM or
to October 2000, a one of its affiliates
director (from January serves as investment
1995 to September advisor, sub-advisor
2001) and chairman or manager.
(from March 1999 to
September 2001).
2
NUMBER OF
PORTFOLIOS IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX OTHER
HELD WITH TIME OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED DURING PAST 5 YEARS BY NOMINEE HELD BY NOMINEE
- ----------------------------- ------------- ------------ --------------------------- ------------------------ ----------------------
E. Garrett Bewkes, Jr.*+; 76 Director Since 1992 Mr. Bewkes serves as a Mr. Bewkes is a Mr. Bewkes is also a
and consultant to UBS director or trustee of director of Interstate
Chairman of PaineWebber (since 34 investment Bakeries
the May 1999). Prior to companies Corporation.
Board of November 2000, he was (consisting of 55
Directors a director of Paine portfolios) for which
Webber Group Inc. UBS Global AM or
("PW Group," formerly one of its affiliates
the holding company of serves as investment
UBS PaineWebber and advisor, sub-advisor
UBS Global AM) and or manager.
prior to 1996, he was a
consultant to PW
Group. Prior to 1988, he
was chairman of the
board, president and
chief executive officer of
American Bakeries
Company.
INDEPENDENT DIRECTORS:
Richard Q. Armstrong; 67 Director Since 1996 Mr. Armstrong is Mr. Armstrong is a Mr. Armstrong is
R.Q.A. Enterprises chairman and principal director or trustee of also a director of
One Old Church Road -- of R.Q.A. Enterprises 20 investment AlFresh Beverages
Unit # 6 (management consulting companies Canada, Inc. (a
Greenwich, CT 06830 firm) (since April 1991 (consisting of 41 Canadian Beverage
and principal occupation portfolios) for which subsidiary of AlFresh
since March 1995). UBS Global AM or Foods Inc.) (since
Mr. Armstrong was one of its affiliates October 2000).
chairman of the board, serves as investment
chief executive officer advisor, sub-advisor
and co-owner of or manager.
Adirondack Beverages
(producer and
distributor of soft drinks
and sparkling/still
waters) (from October
1993 to March 1995).
He was a partner of The
New England
Consulting Group
(management consulting
firm) (from December
1992 to September
1993). He was managing
director of LVMH U.S.
Corporation (U.S.
subsidiary of the French
luxury goods
conglomerate, Louis
Vuitton Moet Hennessey
Corporation) (from 1987
to 1991) and chairman
of its wine and spirits
subsidiary, Schieffelin &
Somerset Company
(from 1987 to 1991).
3
NUMBER OF
PORTFOLIOS IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX OTHER
HELD WITH TIME OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED DURING PAST 5 YEARS BY NOMINEE HELD BY NOMINEE
- ---------------------------- ------------- ------------ --------------------------- ------------------------ ----------------------
David J. Beaubien; 68 Director Since 2001 Mr. Beaubien is Mr. Beaubien is a Mr. Beaubien is also
101 Industrial Road chairman of Yankee director or trustee of a director of IEC
Turners Falls, MA 01376 Environmental Systems, 20 investment Electronics, Inc., a
Inc., a manufacturer of companies manufacturer of
meteorological (consisting of 41 electronic
measuring systems. Prior portfolios) for which assemblies.
to January 1991, he was UBS Global AM or
senior vice president of one of its affiliates
EG&G, Inc., a company serves as investment
which makes and advisor, sub-advisor
provides a variety of or manager.
scientific and technically
oriented products and
services. From 1985 to
January 1995, Mr.
Beaubien served as a
director or trustee on
the boards of the
Kidder, Peabody & Co.
Incorporated mutual
funds.
Richard R. Burt; 55 Director Since 1996 Mr. Burt is chairman of Mr. Burt is a Mr. Burt is also a
1275 Pennsylvania Ave., N.W. Diligence LLC director or trustee of director of Hollinger
Washington, D.C. 20004 (international 20 investment International Inc.
information and security companies (publishing), HCL
firm) and IEP Advisors (consisting of 41 Technologies, Ltd.,
(international portfolios) for which The Central European
investments and UBS Global AM or Fund, Inc., The
consulting firm). He was one of its affiliates Germany Fund, Inc.,
the chief negotiator in serves as investment IGT, Inc. (provides
the Strategic Arms advisor, sub-advisor technology to gaming
Reduction Talks with or manager. and wagering
the former Soviet Union industry) and
(from 1989 to 1991) and chairman of Weirton
the U.S. Ambassador to Steel Corp. (makes
the Federal Republic of and finishes steel
Germany (from 1985 to products). He is also
1989). From 1991 to a director or trustee
1994, he served as a of funds in the
partner of McKinsey & Scudder Mutual
Company (management Funds Family
consulting firm). (consisting of 47
portfolios).
Meyer Feldberg; 60 Director Since 1992 Mr. Feldberg is Dean Dean Feldberg is a Dean Feldberg is
Columbia University and Professor of director or trustee of also a director of
101 Uris Hall Management of the 34 investment Primedia Inc.
New York, New York 10027 Graduate School of companies (publishing),
Business, Columbia (consisting of 55 Federated
University. Prior to portfolios) for which Department Stores,
1989, he was president UBS Global AM or Inc. (operator of
of the Illinois Institute one of its affiliates department stores),
of Technology. serves as investment Revlon, Inc.
advisor, sub-advisor (cosmetics), Select
or manager. Medical Inc.
(healthcare services)
and SAPPI, Ltd.
(producer of paper).
4
NUMBER OF
PORTFOLIOS IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX OTHER
HELD WITH TIME OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED DURING PAST 5 YEARS BY NOMINEE HELD BY NOMINEE
- ----------------------------- ------------- ------------ --------------------------- ------------------------ ----------------------
George W. Gowen; 73 Director Since 1992 Mr. Gowen is a partner Mr. Gowen is a None
666 Third Avenue in the law firm of director or trustee of
New York, New York 10017 Dunnington, 34 investment
Bartholow & Miller. companies
Prior to May 1994, he (consisting of 55
was a partner in the law portfolios) for which
firm of Fryer, Ross & UBS Global AM or
Gowen. one of its affiliates
serves as investment
advisor, sub-advisor
or manager.
William W. Hewitt, Jr.**; 74 Director Since 2001 Mr. Hewitt is retired. Mr. Hewitt is a Mr. Hewitt is also a
c/o UBS Global Asset From 1990 to January director or trustee of director or trustee of
Management (US) Inc. 1995, Mr. Hewitt served 20 investment Guardian Life
51 West 52nd Street as a director or trustee companies Insurance Company
New York, New York 10019-6114 on the boards of the (consisting of 41 Mutual Funds
Kidder, Peabody & Co. portfolios) for which (consisting of 19
Incorporated mutual UBS Global AM or portfolios).
funds. From 1986 to one of its affiliates
1988, he was an serves as investment
executive vice president advisor, sub-advisor
and director of mutual or manager.
funds, insurance and
trust services of
Shearson Lehman
Brothers Inc. From
1976 to 1986, he was
president of Merrill
Lynch Funds
Distributor, Inc.
Morton L. Janklow; 72 Director Since 2001 Mr. Janklow is senior Mr. Janklow is a None
445 Park Avenue partner of Janklow & director or trustee of
New York, New York 10022 Nesbit Associates, an 20 investment
international literary companies
agency representing (consisting of 41
leading authors in their portfolios) for which
relationships with UBS Global AM or
publishers and motion one of its affiliates
picture, television and serves as investment
multi-media companies, advisor, sub-advisor
and of counsel to the or manager.
law firm of Janklow &
Ashley.
5
NUMBER OF
PORTFOLIOS IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX OTHER
HELD WITH TIME OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED DURING PAST 5 YEARS BY NOMINEE HELD BY NOMINEE
- ----------------------------- ------------- ------------ -------------------------- ------------------------ ----------------------
Frederic V. Malek; 66 Director Since 1992 Mr. Malek is chairman Mr. Malek is a Mr. Malek is also a
1455 Pennsylvania Avenue, of Thayer Capital director or trustee of director of Aegis
N.W. Suite 350 Partners (merchant 20 investment Communications,
Washington, D.C. 20004 bank) and chairman of companies Inc. (tele-services),
Thayer Hotel Investors (consisting of 41 American
III, Thayer Hotel portfolios) for which Management
Investors II and UBS Global AM or Systems, Inc.
Lodging Opportunities one of its affiliates (management
Fund (hotel investment serves as investment consulting and
partnerships). From advisor, sub-advisor computer related
January 1992 to or manager. services), Automatic
November 1992, he was Data Processing, Inc.
campaign manager of (computing services),
Bush-Quayle '92. From CB Richard Ellis,
1990 to 1992, he was Inc. (real estate
vice chairman and, from services), Federal
1989 to 1990, he was National Mortgage
president of Northwest Association, FPI
Airlines Inc. and Group, Inc. (electric
NWA Inc. (holding services), Manor
company of Northwest Care, Inc. (health
Airlines Inc.). Prior to care), and Northwest
1989, he was employed Airlines Inc.
by the Marriott
Corporation (hotels,
restaurants, airline
catering and contract
feeding), where he most
recently was an
executive vice president
and president of
Marriott Hotels and
Resorts.
Carl W. Schafer; 67 Director Since 1996 Mr. Schafer is president Mr. Schafer is a Mr. Schafer is also a
66 Witherspoon Street of the Atlantic director or trustee of director of Labor
#1100 Foundation (charitable 20 investment Ready, Inc.
Princeton, NJ 08542 foundation). Prior to companies (temporary
January 1993, he was (consisting of 41 employment),
chairman of the portfolios) for which Roadway Corp.
Investment Advisory UBS Global AM or (trucking), Guardian
Committee of the one of its affiliates Life Insurance
Howard Hughes serves as investment Company Mutual
Medical Institute. advisor, sub-advisor Funds (consisting of
or manager. 19 portfolios), the
Harding, Loevner
Funds (consisting of
four portfolios),
E.I.I. Realty
Securities Trust
(investment
company) and
Frontier Oil
Corporation.
6
NUMBER OF
PORTFOLIOS IN FUND
POSITION(S) LENGTH OF PRINCIPAL COMPLEX OTHER
HELD WITH TIME OCCUPATION(S) OVERSEEN DIRECTORSHIPS
NAME, ADDRESS, AND AGE FUND SERVED DURING PAST 5 YEARS BY NOMINEE HELD BY NOMINEE
- ---------------------------- ------------- ------------ -------------------------- ----------------------- ----------------
William D. White; 69 Director Since 2001 Mr. White is retired. Mr. White is a None
P.O. Box 199 From February 1989 director or trustee of
Upper Black Eddy, PA 18972 through March 1994, he 20 investment
was president of the companies
National League of (consisting of 41
Professional Baseball portfolios) for which
Clubs. Prior to 1989, he UBS Global AM or
was a television one of its affiliates
sportscaster for serves as investment
WPIX-TV, New York. advisor, sub-advisor
Mr. White served on the or manager.
Board of Directors of
Centel from 1989 to
1993 and until recently
on the board of
directors of Jefferson
Banks Incorporated,
Philadelphia, PA.
- ----------
* This person's business address is 51 West 52nd Street, New York, New York
10019-6114.
** Address for mailing purposes only.
+ Mrs. Alexander and Mr. Bewkes are "interested persons" of the Fund as
defined in the 1940 Act by virtue of their positions with UBS Global AM
and/or any of its affiliates.
7
INFORMATION ABOUT NOMINEE OWNERSHIP OF FUND SHARES
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL
DOLLAR RANGE REGISTERED INVESTMENT COMPANIES OVERSEEN BY
OF EQUITY NOMINEE FOR WHICH UBS GLOBAL AM OR AN
SECURITIES AFFILIATE SERVES AS INVESTMENT ADVISOR,
NOMINEE IN FUND+ SUB-ADVISOR OR MANAGER+
- -------------------------------- -------------- ---------------------------------------------------
INTERESTED DIRECTORS:
Margo N. Alexander ............. None Over $100,000
E. Garrett Bewkes, Jr. ......... None Over $100,000
INDEPENDENT DIRECTORS:
Richard Q. Armstrong ........... None Over $100,000
David J. Beaubien .............. None Over $100,000
Richard R. Burt ................ None $10,001-$50,000
Meyer Feldberg ................. None Over $100,000
George W. Gowen ................ None Over $100,000
William W. Hewitt, Jr. ......... None None
Morton L. Janklow .............. None $50,001-$100,000
Frederic V. Malek .............. None $50,001-$100,000
Carl W. Schafer ................ None Over $100,000
William D. White ............... None $10,001-$50,000
- ----------
+ Information regarding ownership of shares of the Fund is as of December 31,
2002; information regarding ownership of shares in all registered investment
companies overseen by nominee for which UBS Global AM or an affiliate serves
as investment advisor, sub-advisor or manager is as of December 31, 2002.
As of December 31, 2002, the Independent Directors did not own any
securities issued by UBS Global AM or any company controlling, controlled by or
under common control with UBS Global AM.
The board of directors of the Fund met seven times during the fiscal year
ended November 30, 2002. Each director attended 75% or more of the board
meetings during the last fiscal year. The board has established an Audit and
Contract Review Committee that acts pursuant to a written charter and is
responsible for: (i) overseeing the Fund's accounting and financial reporting
policies, practices and internal controls; and (ii) reviewing the performance
by certain of the Fund's service providers of their contracts and arrangements
with the fund. A copy of the charter is attached as Exhibit A. In fulfilling
its duties, the Audit and Contract Review Committee has: (a) reviewed and
discussed the Fund's audited financial statements with management; (b)
discussed with the independent auditors the matters required to be discussed by
Statement on Auditing Standards No. 61; (c) received certain written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 and discussed the independent
auditors' independence with them; and (d) based upon its review of the above,
recommended to the board that the Fund's audited financial statements be
included in the Fund's annual report to shareholders. The Audit and Contract
Review Committee currently consists of Messrs. Armstrong, Beaubien, Burt,
Feldberg, Gowen, Hewitt, Janklow, Malek, Schafer and White, none of whom have
any relationship to the Fund that may interfere with the exercise of their
independence from management or the Fund and who are independent as defined
under listing standards of the New York Stock Exchange. Each member of the
Fund's Audit and Contract Review Committee is also a member of a similar
committee established by the boards of certain other investment companies for
which UBS Global AM or an affiliate serves as investment advisor, sub-advisor
or
8
manager. The Audit and Contract Review Committee met three times during the
fiscal year ended November 30, 2002 and each member attended those meetings.
The board has also established a Nominating Committee that acts pursuant
to a written charter. The Nominating Committee is responsible for, among other
things: selecting, evaluating and recommending to the board candidates to be
nominated as additional Independent Directors of the Board; and reviewing the
composition of the board and the compensation arrangements for each of the
directors. The Nominating Committee currently consists of Messrs. Gowen,
Janklow, Schafer and White. The Nominating Committee did not meet during the
fiscal year ended November 30, 2002. The Nominating Committee will consider
nominees recommended by shareholders if a vacancy occurs. In order to recommend
a nominee, a shareholder should send a letter to the chairperson of the
Nominating Committee, Mr. George W. Gowen, care of the Secretary of the Fund at
51 West 52nd Street, New York, New York 10019-6114 and indicate on the envelope
"Nominating Committee." The shareholder's letter should state the nominee's
name and should include the nominee's resume or curriculum vitae. The board
does not have a standing compensation committee.
Each Independent Director receives, in the aggregate from the UBS Global
AM funds, an annual retainer of $50,000, and a $10,000 fee for each regular
board meeting (and each in-person special board meeting) actually attended.
Each such board member is also entitled to a $2,000 fee for each special
telephonic meeting attended. The chairperson of the Audit and Contract Review
Committee receives annually $12,500. The chairperson of the Nominating
Committee receives annually $5,000. The foregoing fees will be allocated among
all such funds (or each relevant fund in the case of a special meeting) pro
rata based on the funds' relative net assets at the end of the calendar quarter
preceding the date of payment. No officer, director or employee of UBS Global
AM or one of its affiliates presently receives any compensation from the Fund
for acting as a board member or officer.
Each director who has attained the age of seventy-two (72) years will be
subject to retirement on the later of (a) the last day of the month in which he
or she attains such age or (b) June 30, 2003. It is currently anticipated that
Messrs. Bewkes, Gowen, Hewitt and Janklow will step down from the board in June
2003. The table below includes certain information relating to the compensation
of the Fund's directors.
COMPENSATION TABLE+
TOTAL
COMPENSATION
AGGREGATE FROM THE
COMPENSATION FUND
FROM AND THE
NAME OF PERSON, POSITION THE FUND* FUND COMPLEX**
- ------------------------------------------ -------------- ---------------
Richard Q. Armstrong, Director ........... $1,201 $111,125
David J. Beaubien, Director .............. $1,201 $108,000
Richard R. Burt, Director ................ $1,201 $108,000
Meyer Feldberg, Director ................. $1,243 $210,250
George W. Gowen, Director ................ $1,218 $202,750
William W. Hewitt, Jr., Director ......... $1,227 $115,500
Morton L. Janklow, Director .............. $1,201 $108,000
Frederic V. Malek, Director .............. $1,201 $108,000
Carl W. Schafer, Director ................ $1,201 $108,000
William D. White, Director ............... $1,201 $108,000
- ---------
+ Only Independent Directors are compensated by the funds for which UBS Global
AM or an affiliate serves
9
as investment advisor, sub-advisor or manager; directors who are "interested
persons," as defined by the 1940 Act, do not receive compensation from the
funds.
* Represents fees paid to each director during the fiscal year ended
November 30, 2002.
** Represents fees paid during the calendar year ended December 31, 2002 to
each board member by: (a) 29 investment companies in the case of Messrs.
Armstrong, Burt, Malek and Schafer; (b) 41 investment companies in the case
of Messrs. Feldberg and Gowen; and (c) 22 investment companies in the case
of Messrs. Beaubien, Hewitt, Janklow and White for which UBS Global AM or
one of its affiliates served as investment advisor, sub-advisor or manager.
No fund within the UBS fund complex has a bonus, pension, profit sharing or
retirement plan.
INFORMATION CONCERNING INDEPENDENT AUDITORS
The Fund's financial statements for the fiscal year ended November 30,
2002, were audited by Ernst & Young LLP ("Ernst & Young"), independent
auditors. In addition, Ernst & Young prepares the Fund's federal and state
annual income tax returns and provides certain non-audit services. The Audit
and Contract Review Committee has considered whether the provision of those
non-audit services is compatible with maintaining Ernst & Young's independence.
The board of directors of the Fund has selected Ernst & Young as the
independent auditors for the Fund for the fiscal year ended November 30, 2003.
Ernst & Young has been the Fund's independent auditors since the Fund's
inception in October 1992. Ernst & Young has informed the Fund that it has no
material direct or indirect financial interest in the Fund.
Representatives of Ernst & Young are not expected to be present at the
meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
AUDIT FEES
The aggregate fees billed by Ernst & Young for professional services
rendered for the audit of the Fund's annual financial statements for the most
recent fiscal year and the review of the financial statements included in the
Fund's reports to shareholders are approximately $37,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees billed by Ernst & Young for the most recent fiscal year
for professional services rendered for financial information systems design and
implementation services provided to the Fund, UBS Global AM and entities that
control, are controlled by or are under common control with UBS Global AM that
provide services to the Fund.
ALL OTHER FEES
There were approximately $107,600 in fees billed by Ernst & Young for the
most recent fiscal year for other services provided to the Fund, UBS Global AM
and entities that control, are controlled by or are under common control with
UBS Global AM that provide services to the Fund.
EXECUTIVE OFFICERS
Officers of the Fund are appointed by the Directors and serve at the
pleasure of the board. None of the Fund's officers currently receives any
compensation from the Fund. The executive officers of the Fund are:
10
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS;
POSITION(S) HELD LENGTH OF NUMBER OF PORTFOLIOS IN FUND COMPLEX
NAME, ADDRESS, AND AGE WITH THE FUND TIME SERVED FOR WHICH PERSON SERVES AS OFFICER
- -------------------------- ------------------ ------------- ---------------------------------------------------------
Thomas Disbrow*; 36 Vice President Since 2000 Mr. Disbrow is a director and a senior manager of
and Assistant the mutual fund finance department of UBS Global
Treasurer AM. Prior to November 1999, he was a vice president
of Zweig/Glaser Advisers. Mr. Disbrow is a vice
president and assistant treasurer of 20 investment
companies (consisting of 41 portfolios) and assistant
treasurer of one investment company (consisting of
two portfolios) for which UBS Global AM or one of
its affiliates serves as investment advisor, sub-advisor
or manager.
Amy R. Doberman*; 40 Vice President Since 2000 Ms. Doberman is a managing director and general
and Secretary counsel of UBS Global AM. From December 1997
through July 2000, she was general counsel of Aeltus
Investment Management, Inc. Prior to working at
Aeltus, Ms. Doberman was assistant chief counsel of
the SEC's Division of Investment Management.
Ms. Doberman is vice president and assistant
secretary of UBS Supplementary Trust and four
investment companies (consisting of 42 portfolios)
and vice president and secretary of 20 investment
companies (consisting of 41 portfolios) for which
UBS Global AM or one of its affiliates serves as
investment advisor, sub-advisor or manager.
David M. Goldenberg*; 36 Vice President Since 2002 Mr. Goldenberg is an executive director and deputy
and Assistant general counsel of UBS Global AM. From 2000-
Secretary 2002 he was director, legal affairs at Lazard Asset
Management. Mr. Goldenberg was global director of
compliance for SSB Citi Asset Management Group
from 1998-2000. He was associate general counsel at
Smith Barney Asset Management from 1996-1998.
Prior to working at Smith Barney Asset Management,
Mr. Goldenberg was branch chief and senior counsel
in the SEC's Division of Investment Management.
Mr. Goldenberg is vice president and secretary of
UBS Supplementary Trust and four investment
companies (consisting of 42 portfolios); and a vice
president and assistant secretary of 20 investment
companies (consisting of 41 portfolios) for which
UBS Global AM, or one of its affiliates serves as
investment advisor, sub-advisor or manager.
11
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS;
POSITION(S) HELD LENGTH OF NUMBER OF PORTFOLIOS IN FUND COMPLEX
NAME, ADDRESS, AND AGE WITH THE FUND TIME SERVED FOR WHICH PERSON SERVES AS OFFICER
- ------------------------ ------------------ ------------- --------------------------------------------------------
Kevin J. Mahoney*; 37 Vice President Since 1999 Mr. Mahoney is a director and a senior manager of
and Assistant the mutual fund finance department of UBS Global
Treasurer AM. Prior to April 1999, he was the manager of the
mutual fund internal control group of Salomon
Smith Barney. Mr. Mahoney is a vice president and
assistant treasurer of 20 investment companies
(consisting of 41 portfolios) for which UBS Global
AM or one of its affiliates serves as investment
advisor, sub-advisor or manager.
John Penicook**; 44 Vice President Since 2002 Mr. Penicook is a managing director and global head
of fixed income of UBS Global (Americas) Inc.
("UBS Global AM (Americas)") and UBS Global
AM. Mr. Penicook is a vice president of three
investment companies (consisting of three portfolios)
for which UBS Global AM or one of its affiliates
serves as investment advisor, sub-advisor or manager.
Paul H. Schubert*; 40 Vice President Since 1994 Mr. Schubert is an executive director and head of
and Treasurer the mutual fund finance department of UBS Global
AM. Mr. Schubert is treasurer and principal
accounting officer of UBS Supplementary Trust and
of two investment companies (consisting of 38
portfolios), a vice president and treasurer of
20 investment companies (consisting of 41 portfolios),
treasurer and chief financial officer of one investment
company (consisting of two portfolios) and treasurer
of one investment company (consisting of two
portfolios) for which UBS Global AM or one of its
affiliates serves as investment advisor, sub-advisor or
manager.
12
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS;
POSITION(S) HELD LENGTH OF NUMBER OF PORTFOLIOS IN FUND COMPLEX
NAME, ADDRESS, AND AGE WITH THE FUND TIME SERVED FOR WHICH PERSON SERVES AS OFFICER
- ------------------------ ------------------ ------------- -------------------------------------------------------
Brian M. Storms*; 48 President Since 2000 Mr. Storms is chief executive officer (since July
2002), director and president of UBS Global AM
(since March 1999). He is also chief executive officer
(since July 2002), a member of the board of directors
and president of UBS Global AM (Americas) and
UBS Global Asset Management (New York) Inc.
("UBS Global AM (New York)") (since October 2001).
Mr. Storms was chief executive officer of UBS
Global AM from October 2000 to September 2001
and chief operating officer (2001-2002). He was
chief operating officer of UBS Global AM (Americas)
and UBS Global AM (New York) from September
2001 to July 2002. He was a director or trustee of
several investment companies in the UBS Family of
Funds (1999-2001). He was president of Prudential
Investments (1996-1999). Prior to joining Prudential
Investments he was a managing director at Fidelity
Investments. Mr. Storms is president and trustee of
UBS Supplementary Trust and of three investment
companies (consisting of 40 portfolios) and president
of 20 investment companies (consisting of 41
portfolios) and trustee and chairman of one
investment company (consisting of two portfolios)
for which UBS Global AM or one of its affiliates
serves as investment advisor, sub-advisor or manager.
Stuart Waugh*; 47 Vice President Since 1992 Mr. Waugh is an executive director and a portfolio
manager of UBS Global AM responsible for global
fixed income investments and currency trading.
Mr. Waugh is a vice president of two investment
companies (consisting of two portfolios) for which
UBS Global AM or one of its affiliates serves as
investment advisor, sub-advisor or manager.
Keith A. Weller*; 41 Vice President Since 1995 Mr. Weller is a director and senior associate general
and Assistant counsel of UBS Global AM. Mr. Weller is a vice
Secretary president and assistant secretary of 20 investment
companies (consisting of 41 portfolios) for which
UBS Global AM or one of its affiliates serves as
investment advisor, sub-advisor or manager.
- ---------
* This person's business address is 51 West 52nd Street, New York, New York
10019-6114.
** This person's business address is One North Wacker Drive, Chicago, Illinois
60606
13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
An initial report under Section 16(a) of the Securities Exchange Act of 1934
was not timely filed for Mr Penicook. This delayed report did not involve any
transaction in the Fund's common stock but rather related to his election as an
officer. The Fund is not aware of any outstanding report required to be filed by
any board member.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit proposals to be considered at the
Fund's 2004 annual meeting of shareholders should send such proposals to the
Secretary of the Fund at 51 West 52nd Street, New York, New York 10019-6114. In
order to be considered at that meeting, shareholder proposals must be received
by the Fund no later than October 3, 2003 and must satisfy other requirements of
the federal securities laws.
OTHER BUSINESS
Management knows of no business to be presented at the meeting other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Fund.
By order of the board of directors,
AMY R. DOBERMAN
Secretary
January 31, 2003
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
14
EXHIBIT A
AUDIT AND CONTRACT REVIEW COMMITTEE CHARTER
ESTABLISHMENT AND PURPOSE
The Audit and Contract Review Committee (the "Committee") of the Boards of
Trustees and Boards of Directors (each, a "Board" and collectively, the
"Boards") of the funds for which UBS Global Asset Management (US) Inc. ("UBS
Global AM") serves as investment adviser or investment manager (each, a "Fund"
and collectively, the "Funds") is hereby established on this the 12th day of
September, 2001. The two primary purposes of the Committee are to oversee the
Funds' accounting and financial reporting policies, practices and internal
controls as required by the Investment Company Act of 1940, as amended (the
"Act") and, for those Funds organized as closed-end investment management
companies, the rules of the New York Stock Exchange, Inc. or other relevant
securities exchange, if any, on which shares of the Fund are listed, and to
review the performance by certain service providers of their contracts and
arrangements with the Funds as required by the Act.
In connection with the oversight of each Fund's accounting and financial
reporting policies, practices and internal controls, the Committee will endeavor
to assure the quality and objectivity of each Fund's independent audit and each
Fund's financial statements, act as a liaison between the Boards and each Fund's
independent auditors and periodically report to the Boards. In performing its
duties, the Committee shall have unrestricted access to the Boards' Trustees and
Directors, the independent auditors, Fund officers, and the senior management of
UBS Global AM.
With respect to its contract review function, the Committee will consider
the performance of the Funds' investment advisor or investment manager (as
appropriate) and administrator, sub-advisors, distributor and all other service
providers. The Committee will determine whether compensation paid by the Funds
pursuant to their contracts and arrangements is reasonable and appropriate in
light of the nature and quality of the services rendered. In performing its
duties, the Committee shall have unrestricted access to the Funds' Trustees and
Directors, the officers of the Funds and senior management of each service
provider.
COMPOSITION
The Committee shall be composed of all the independent Trustees/Directors of
the Funds. The Boards shall elect a chairperson, who shall preside over
Committee meetings (the "Chairperson"). The Chairperson shall serve for an
initial interim term of one year and, thereafter, for successive terms of three
years.
Each member of the Committee must meet the independence and experience
requirements set forth in Appendix A.
MEETINGS
The Committee shall meet on a regular basis, but not less frequently than
annually. An agenda shall be established for each meeting. Special meetings
shall be called as circumstances require. The Chairperson may invite the Funds'
officers and other interested parties to participate in meetings. The Committee
may, in its discretion, meet in executive session outside the presence of the
Funds' officers and other parties.
A majority of the Committee's members shall constitute a quorum. At any
meeting of the Committee, the decision of a majority of the members present and
voting shall be determinative as to any matter submitted to a vote.
A-1
REPORTING
The Chairperson shall report to the Boards on the result of its
deliberations and make such recommendations as deemed appropriate.
DUTIES AND RESPONSIBILITIES
As a general rule, the Funds' independent auditors are ultimately
accountable to the applicable Board and the Committee, and the Committee and the
Boards have the ultimate authority and responsibility to select, evaluate and
where appropriate, replace the independent auditors of the Funds. In addition,
the Committee shall have the following specific duties and responsibilities for
each Fund:
AUDIT OVERSIGHT
o Recommend to the Board the selection of an independent public accounting
firm.
o Review the scope of the Fund's proposed audit each year, including the
extent of audit and non-audit services provided to the Fund by the
independent auditors, and the audit procedures to be utilized. At the
conclusion of each audit, the Committee will review the audit, including
any comments or recommendations, with the independent auditors.
o Ensure that the independent auditors submit on a periodic basis to the
Committee a formal written statement delineating all relationships of the
auditors consistent with Independence Standards Board Standard No. 1.
o Discuss with the independent auditors any disclosed relationships or
services that may impact the objectivity and independence of the
independent auditors.
o Recommend to the Board appropriate actions in response to the independent
auditors' report to satisfy itself of, and oversee, the independence of
the auditors.
o Discuss with management the performance of the independent auditors,
management's recommendation with respect to the reasonableness of their
fees and the recommendation to the Board regarding the retention of the
independent auditors.
o Review and discuss with the independent auditors and management the
Fund's annual report to shareholders and significant accounting policies
underlying the report and its presentation to the public.
o Discuss with the Fund's independent auditors any matters required to be
discussed pursuant to Statement of Auditing Standards No. 61, as modified
or supplemented.
o Discuss with the Fund's independent auditors, to the extent required by
Statement of Auditing Standards No. 71, any adjustments which were made
to previously reported financial information.
o Review with the independent auditors the adequacy and effectiveness of
relevant internal controls and procedures and the quality of the staff
implementing these controls and procedures.
o As necessary, review with the independent auditors and management any
"illegal acts," as defined in Section 10A of the Securities Exchange Act
of 1934 and required by that statute to be reported to the Committee, or
other significant issues that could have a material effect on the Fund's
financial statements.
o Make recommendations to the Board, based on the Committee's review and
discussions with the Fund's independent auditors and management, with
respect to the Fund's financial statements as to whether the financial
statements should be included in the Fund's annual report for the
previous fiscal year.
A-2
o With respect to each Fund, obtain from management a representation that
the Fund's principal executive officer and principal financial officer
will provide the certification relating to financial statements required
to accompany SEC filings on Form N-SAR (or on any superseding form
adopted by the SEC). If either the principal executive officer or the
principal financial officer cannot provide such a representation, the
Committee will obtain a full report as to the reasons therefore and based
on that report, take such actions as it deems necessary or appropriate.
o Discuss with management any complaints regarding accounting, internal
accounting controls, or auditing matters affecting the Fund that are
brought to the attention of the Fund's principal executive officer,
principal financial officer or secretary and all significant deficiencies
in the design or operation of internal controls and any related incidence
of fraud, whether or not material.
CONTRACT REVIEW
o Request such information as is deemed relevant by the Committee regarding
the performance of each of the contracts and arrangements required to be
reviewed and approved by the Board.
o Review all information and data provided by the service providers in
connection with their performance of these contracts and arrangements.
o Meet with such representatives of the service providers as the Committee
deems necessary.
o Make recommendations to the Board concerning the initial approval and/or
continuation of each of the proposed contracts and arrangements and the
reasonableness and appropriateness of the proposed fees.
o Consider such other matters as the Committee may deem appropriate in
carrying out the above responsibilities and any other matters that may be
assigned to it by the Board.
OTHER
o Review with the Fund's investment manager and sub-advisors:
(a) such compliance matters as are appropriate to be brought to the
attention of the Committee; and
(b) any comments or criticisms from the staff of the Securities and
Exchange Commission or any other regulators as are appropriate to be
brought to the attention of the Committee.
LIMITS ON COMMITTEE LIABILITY
The Audit and Contract Review Committee is not responsible for either the
preparation of the financial statements or the auditing of the financial
statements. Management of the Funds has the responsibility for preparing the
financial statements and implementing internal controls and the independent
auditors have the responsibility for auditing the financial statements and
monitoring the effectiveness of the internal controls. The review of the
financial statements by the audit committee is not of the same quality as the
audit performed by the independent auditors. In carrying out its
responsibilities, the audit committee's policies and procedures shall be
adapted, as appropriate, in order to best react to a changing environment.
AMENDMENTS
This charter may be amended by a vote of a majority of the Committee
members.
A-3
APPENDIX A
INDEPENDENCE REQUIREMENTS
In order to be deemed independent, each member of the Committee must be free
of any relationships that may interfere with the exercise of his or her
independent judgment. To ensure the independence of each Committee member, the
following restrictions shall apply to each Committee member:
o A Director/Trustee who is an employee (including non-employee executive
officers) of a Fund or any of its affiliates may not serve on the
Committee until three years following the termination of his or her
employment. In the event the employment relationship is with a former
parent or predecessor of a Fund, the Director/Trustee could serve on the
Committee after three years following the termination of the relationship
between the Fund and the former parent or predecessor.
o A Director/Trustee: (a) who is a partner, controlling shareholder, or
executive officer of an organization that has a business relationship
with a Fund, or (b) who has a direct business relationship with a Fund
(e.g., a consultant) may serve on the Committee only if the Board of
Directors/Trustees of that Fund determines in its business judgment that
the relationship does not interfere with the Director's/Trustee's
exercise of independent judgment. In making a determination regarding the
independence of a Director/Trustee pursuant to this paragraph, the Board
of Directors/Trustees of the Fund should consider, among other things,
the materiality of the relationship to the Fund, to the Director/Trustee,
and, if applicable, to the organization with which the Director/Trustee
is affiliated.
"Business relationship" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A Director/Trustee
can have this relationship directly with the Fund, or the
Director/Trustee can be a partner, officer or employee of an organization
that has such a relationship. The Director/Trustee may serve on the
Committee without the above-referenced Board of Directors'/ Trustees'
determination after three years following the termination of, as
applicable, either: (a) the relationship between the organization with
which the Director/Trustee is affiliated and the Fund, (b) the
relationship between the Director/Trustee and his or her partnership
status, shareholder interest or executive officer position, or (c) the
direct business relationship between the Director/Trustee and the Fund.
o A Director/Trustee who is employed as an executive of another corporation
where a Fund's executives serve on that corporation's compensation
committee may not serve on the Committee.
o A Director/Trustee who is an "Immediate Family" member (as this term is
defined in Rule 303.02(A) of the NYSE Listed Company Manual) of an
individual who is an executive officer of a Fund or any of its affiliates
cannot serve on the Committee until three years following the termination
of such employment relationship.
EXCEPTIONS
One Independent Director/Trustee who does not meet the independence
requirements above, and is not a current employee or an immediate family member
of such an employee, may be appointed as a member of the Committee, if the
Boards of Directors/Trustees of the UBS Global AM Funds, under exceptional and
limited circumstances, determine that his or her membership on the Committee is
required by the best interests of the Funds and their shareholders, and the
Boards disclose, in the next annual proxy statement for each closed-end Fund
subsequent to the person's appointment, the nature of the relationship and the
reasons why the person was appointed to the Committee.
A-4
EXPERIENCE REQUIREMENTS
Each member of the Committee must be "financially literate". A member of the
Committee will be deemed to be "financially literate" if he or she is able to
read and understand financial statements, including, but not limited to, the
Funds' balance sheets, income statements, and cash flow statements, or will
become able to do so within a reasonable time after becoming a member of the
Committee.
FINANCIAL EXPERTISE REQUIREMENTS
At least one member of the Committee must have past employment experience in
finance or accounting, requisite professional certification in accounting, or
any comparable experience or background which would result in the individual's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.
A-5
- ----------------------------------
STRATEGIC GLOBAL INCOME FUND, INC.
- ----------------------------------
PROXY STATEMENT
-----------------
STRATEGIC GLOBAL
INCOME FUND, INC.
-----------------
----------------------------
NOTICE OF
ANNUAL MEETING TO BE HELD ON
MARCH 20, 2003
AND
PROXY STATEMENT
----------------------------
[4989 - STRATEGIC GLOBAL INCOME FUND, INC.] [FILE NAME: ZSG152.ELX][VERSION -
(1)] [01/27/03] [ORIG. 01/27/03]
ZSGI52
DETACH HERE IF YOU ARE RETURING YOUR PROXY CARD BY MAIL
COMMON STOCK
PROXY
STRATEGIC GLOBAL INCOME FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS - MARCH 20, 2003
The undersigned hereby appoints as proxies Keith A. Weller and Marissa
Duran-Cruz and each of them (with power of substitution) to vote for the
undersigned all shares of common stock of the undersigned at the aforesaid
meeting and any adjournment thereof with all the power the undersigned would
have if personally present. The shares represented by this proxy will be voted
as instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO
GRANT AUTHORITY TO VOTE "FOR" ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF STRATEGIC GLOBAL INCOME FUND, INC.
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to PFPC Inc., P.O. Box 8586, Edison, NJ 08818-9452. PFPC Inc.
has been engaged to forward the enclosed proxy material and to tabulate proxies
returned by mail.
- ------------- -------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ------------- -------------
STRATEGIC GLOBAL
INCOME FUND, INC.
C/O PFPC, INC.
P.O BOX 8586
EDISON, NJ 08818-9452
[4989 - STRATEGIC GLOBAL INCOME FUND, INC.] [FILE NAME: ZSG151.ELX][VERSION -
(5)] [01/30/03] [ORIG. 01/27/03]
ZSGI51
DETACH HERE IF YOU ARE RETURING YOUR PROXY CARD BY MAIL
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
1. To elect as directors:
NOMINEES: (01) Margo N. Alexander, (02) Richard Q. Armstrong,
(03) David J. Beaubien, (04) E. Garrett Bewkes, Jr.,
(05) Richard R. Burt, (06) Meyer Feldberg, (07) George W. Gowen,
(08) William W. Hewitt, Jr., (09) Morton L. Janklow,
(10) Frederic V. Malek, (11) Carl W. Schafer and
(12) William D. White.
FOR [ ] [ ] WITHHOLD
ALL FROM ALL
NOMINEES NOMINEES
[ ]
--------------------------------------
For all nominees except as written above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
This proxy will not be voted unless it is dated and signed exactly as
instructed below:
If shares are held by an individual, sign your name exactly as it appears on
this card. If shares are held jointly, either party may sign, but the name of
the party signing should conform exactly to the name shown on this proxy
card. If shares are held by a corporation, partnership or similar account,
the name and the capacity of the individual signing the proxy card should be
indicated unless it is reflected in the form of registration. For example:
"ABC Corp., John Doe, Treasurer."
Sign exactly as name appears hereon.
Signature:
(if held jointly) Date: Signature: Date:
---------------- ------ --------------- ------