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 Section240.14a-11(c) or
Section240.14a-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:
-----------------------------------------------------------------------
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
FOUR EMBARCADERO CENTER
SUITE 2800
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 November 12, 1998, at 2:00 p.m. (Pacific Time) at
the Four Seasons Olympic Hotel, located at 411 University Street, Seattle,
Washington 98101. 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 the existing investment management agreement between the Fund and
Dresdner RCM Global Investors LLC.
2. To elect one director to the Board of Directors of the Fund.
3. 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, 1999.
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 September 1, 1998, 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,
[SIG]
Judith W. O'Connell
Secretary
San Francisco, California
September 28, 1998
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 Four Seasons Olympic
Hotel, located at 411 University Street, Seattle, Washington 98101, on November
12, 1998 at 2:00 p.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 approval of the existing
investment management agreement for the Fund (the "Existing Investment
Management Agreement") (Proposal 1), FOR the election of the director nominated
by the Board of Directors (Proposal 2), 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, 1999 (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. 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, for the election of the nominee, a plurality of the Capital Shares
voting and entitled to vote thereon at the meeting. Abstentions and broker
"non-votes" will have the effect of a vote against Proposals 1 and 3, depending
on the number of Capital Shares present at the meeting, but 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. See "Proposal 1 -- Required Vote" and
"Proposal 3 -- 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 September 28, 1998.
At 5:00 p.m. (Eastern Standard Time) on September 1, 1998, 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.
2
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 30,248,859 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.
APPROVAL OF EXISTING INVESTMENT
MANAGEMENT AGREEMENT
(PROPOSAL 1)
DESCRIPTION OF THE EXISTING INVESTMENT MANAGEMENT AGREEMENT. The
description of the Existing Investment Management Agreement set forth herein is
qualified in its entirety by the provisions of the Existing Investment
Management Agreement, which is attached hereto as Exhibit A.
Under the Existing Investment Management Agreement, Dresdner RCM Global
Investors LLC ("Dresdner RCM") furnishes 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. Such services
include: (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.
Pursuant to the Existing Investment Management Agreement, the Fund pays
Dresdner 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 Dresdner RCM under the Existing
Investment Management Agreement for the fiscal year ended January 31, 1998 were
$3,445,733. Neither Dresdner RCM nor any person affiliated with Dresdner RCM
received any other fees from the Fund for services provided to the Fund during
the fiscal year ended January 31, 1998.
The Existing Investment Management Agreement, whose current term expires on
January 31, 1999, will continue in effect 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 Existing 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 60 days written notice to Dresdner RCM. The Existing Investment
Management Agreement may also be terminated by Dresdner RCM on 60 days advance
written notice to the Fund, and also terminates automatically in the event of
its "assignment" (as defined in the 1940 Act).
The Existing Investment Management Agreement with Dresdner RCM was last
approved by the Board of Directors of the Fund on June 1, 1998, and by the
stockholders of the Fund on May 28, 1996, in connection with the acquisition of
the Fund's previous advisor by Dresdner RCM.
DIRECTORS' CONSIDERATIONS. The Board of Directors met on September 10, 1998
to consider the Existing Investment Management Agreement between the Fund and
Dresdner RCM. In connection with the Board's decision to recommend approval of
the Existing Investment Management Agreement by the
3
stockholders of the Fund, the Directors considered that under Section 36(b)(2)
of the 1940 Act, a court may give such weight as it deems appropriate to the
ratification or approval of the Existing Investment Management Agreement by the
stockholders of the Fund.
The Directors also took into account the same factors considered by them on
June 1, 1998, 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 Management Agreement with Dresdner RCM. 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 Dresdner RCM as a
result of its affiliation with the Fund, the profitability of Dresdner RCM, and
the history, reputation, qualifications, and background of Dresdner Bank AG,
Dresdner RCM's parent, and its personnel.
In considering whether to submit the Existing Investment Management
Agreement to the stockholders of the Fund for their approval, the Board of
Directors requested and reviewed information concerning those employees of
Dresdner RCM who manage the Fund's assets, employment agreements and other
arrangements designed to ensure continuity of personnel at Dresdner RCM and
certain personnel changes at Dresdner RCM. The Board received assurances that
events involving Dresdner RCM, as described under "Additional Information --
Dresdner Transaction," would not adversely affect the Fund.
As a result of its investigation and deliberations, the Board of Directors,
including all of the directors who are not "interested persons" of the Fund,
voted at its meeting on September 10, 1998 to ratify the Existing Investment
Management Agreement with Dresdner 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 Existing 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 RECOMMENDS A VOTE FOR THE APPROVAL OF THE
EXISTING INVESTMENT MANAGEMENT AGREEMENT.
ELECTION OF DIRECTORS
(PROPOSAL 2)
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 I expires at the
Meeting, for directors in Class II at the Annual Meeting of Stockholders in 1999
and for directors in Class III at the Annual Meeting of Stockholders in 2000.
The Board of Directors has designated Francis E. Lundy for election as a
Class I director. Mr. Lundy was re-elected to the Board of Directors as a Class
III director in August of 1997 by the stockholders of the Fund for a three-year
term. Mr. Lundy has indicated he will resign as a Class III director effective
upon his
4
election as a Class I director. If elected as a Class I director, Mr. Lundy's
term will expire at the Annual Meeting of Stockholders in 2001.
James M. Whitaker, as a Class II director elected to the Board on May 28,
1996, and Gary W. Schreyer, as a Class III director elected to the Board on
August 19, 1997 (together, the "Continuing Directors") have remaining terms of
approximately one year and two years, respectively. William A. Hasler, the sole
Class I director, has declined to stand for re-election by reason of new
professional commitments following his retirement as Dean of the Haas School of
Business, University of California, Berkeley, and his recent appointment as
co-Chief Executive Officer of Aphton Corporation, a biopharmaceutical company.
Unless authority is withheld, it is the intention of the persons named in
the enclosed Proxy to vote each Proxy for Mr. Lundy. Mr. Lundy has indicated he
will serve if elected, but if he should be unable to serve, 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.
The address of each director is Four Embarcadero Center, Suite 2800, San
Francisco, CA 94111. The Fund pays each of its 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 (the "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
service in such capacities.
The following table provides information concerning the nominee and the
Continuing Directors:
NOMINEE
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 9/1/98
- ---------------------- ---------------------------------------------------------- ----------- --------------------
Francis E. Lundy Director. Vice President, Zygo Corporation since 1996; 1994 *
+ Chairman and President, Technical
(59) Instrument -- San Francisco since 1985
CONTINUING DIRECTORS
Gary W. Schreyer Director, Chairman of the Board and President of the Fund. 1997*** *
** President and Chief Executive Officer of the Fund from
(52) 1994 to 1996; Principal of Fund's previous advisor and
Dresdner RCM through June 30, 1997
James M. Whitaker Director and Vice Chairman of the Board. Attorney at Law, 1994 -0-
+ sole practitioner since 1972
(54)
- ------------------------
* 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.
*** Also a Class II director and Chairman of the Board from 1994 to 1997. See
text below.
+ Member of the Audit Committee.
5
Prior to June 30, 1997, Mr. Schreyer was an employee of the Fund's previous
advisor and its successor, Dresdner RCM. Under the terms of his employment
agreement with Dresdner RCM, for five years following June 30, 1997, and subject
to certain conditions, Mr. Schreyer agreed to use his best efforts to ensure the
continuation of the Fund's existing management contract with Dresdner RCM. In
addition, at the request of Dresdner RCM, Mr. Schreyer resigned as director of
the Fund on June 30, 1997. Subsequently, the Fund's Board of Directors
re-appointed Mr. Schreyer as a director and, on August 19, 1997, the
stockholders of the Fund elected Mr. Schreyer to a three-year term as a Class
III director. On July 30, 1997, Dresdner RCM and certain of its affiliates
instituted arbitration proceedings against Mr. Schreyer alleging, among other
things, that his acceptance of the reappointment to the Board constituted a
breach of his earlier employment agreement with Dresdner RCM. Mr. Schreyer has
contested these allegations. The arbitration proceedings are pending as of this
date.
During the Fund's fiscal year ending January 31, 1998, Mr. Schreyer received
payments from Dresdner RCM in liquidation of Mr. Schreyer's interests in
Dresdner RCM and its affiliates. In addition, Mr. Scheyer received a lump sum in
liquidation of his interests under a "rabbi trust" maintained by Dresdner RCM as
part of a deferred compensation program.
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. Because, as discussed
below under "Additional Information -- Dresdner Transaction," the Fund is
attempting to comply with Section 15(f) of the 1940 Act for the three-year
period following the Transaction (as defined below), the nomination of directors
who are not "interested persons," as defined in Section 2(a)(19) of the 1940
Act, of the parties to the Transaction is, in some circumstances, committed to
the directors who are not interested persons of such parties to the Transaction.
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, 1998, the Board held seven
meetings and the Audit Committee held two meetings. As to all meetings of the
Board itself and the Audit Committee, all directors then serving attended at
least 75% of the meetings.
During the fiscal year ended January 31, 1998, no director, other than Mr.
Hasler, a Class I director whose term expires at the Meeting and who is not
standing for re-election, 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 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 election of the nominee 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 ELECTION OF THE
NOMINEE NAMED ABOVE.
6
RATIFICATION OF ACCOUNTANTS
(PROPOSAL 3)
Coopers & Lybrand acted as independent public accountants for the Fund for
the fiscal year ended January 31, 1998. In 1998, Coopers & Lybrand merged with
Price Waterhouse L.L.P. to form the firm PricewaterhouseCoopers LLP. The Board
of Directors, none of whom is an "interested person" of Dresdner RCM (as defined
in the 1940 Act), has selected PricewaterhouseCoopers as the auditors for the
Fund for the current fiscal year ending January 31, 1999. 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
DRESDNER TRANSACTION. In connection with the transaction on June 13, 1996
pursuant to which Dresdner RCM acquired all the outstanding partnership
interests in, and succeeded to the business and affairs of, the Fund's previous
adviser (the "Transaction"), the parties to the Transaction have 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 (i) no "unfair burden" is
imposed on the investment company as a result of the Transaction and (ii) during
the three year period immediately following the change of control, at least 75%
of an investment company's board of directors are not "interested persons" of
the investment adviser or the predecessor investment adviser within the meaning
of the 1940 Act. The composition of the Board has at all times been, and
continues to be, in compliance with the provisions of Section 15(f).
Under the terms of the Transaction, RCM Limited, L.P., a California limited
partnership, had the right to (i) manage, operate and make all decisions
regarding the day-to-day business and affairs of Dresdner RCM, subject to the
oversight of the Board of Managers of Dresdner RCM (the "Board of Managers");
(ii) name six individuals to the Board of Managers; and (iii) receive, subject
to certain adjustments, 35% of Dresdner RCM's gross operating income, less the
aggregate salary payments made by Dresdner RCM to its employees who were also
limited partners of RCM Limited, L.P. Pursuant to an agreement effective as of
July 8, 1998, these arrangements terminated in return for acceleration of
contractual payments due to Dresdner RCM from Dresdner in connection with the
Transaction and certain other payments to be paid over time. At the same time,
employment contracts for key Dresdner RCM personnel were extended. Dresdner RCM
has received an opinion from outside counsel that such changes do not constitute
a change in control of Dresdner RCM for purposes of the 1940 Act.
7
BOARD OF MANAGERS OF DRESDNER RCM. The table below provides certain
information concerning the members of the governing board of Dresdner RCM.
NAME/ADDRESS PRINCIPAL OCCUPATION
- ----------------------------------- ------------------------------------------------------
Franz Joachim Emil Madler Director, Dresdner Bank AG
c/o Dresdner Bank AG
Mainzer Landstrasse 15-17
60301 Frankfurt, Germany
William Leonard Price* Senior Managing Director, Dresdner RCM
Jeffrey Stephen Rudsten* Senior Managing Director, Dresdner RCM
William Stuart Stack* Senior Managing Director, Dresdner RCM
Kenneth B. Weeman, Jr.* Senior Managing Director, Dresdner RCM
George N. Fugelsang President/CEO/Director, Dresdner Kleinwort Benson
c/o Dresdner Kleinwort North America LLC
Benson North America LLC
75 Wall Street
New York, NY 10005
Gerhard Eberstadt Member of the Board of Managing Directors, Dresdner
c/o Dresdner Bank AG Bank AG
Jurgen-Ponto-Platz 1, D-60301
Frankfurt/Main 1 Germany
Luke D. Knecht* Managing Director, Dresdner RCM
Susan C. Gause* Senior Managing Director, Dresdner RCM
- ------------------------
* Principal business address is c/o Dresdner RCM Global Investors LLC, Four
Embarcadero Center, San Francisco, California 94111.
INFORMATION REGARDING DRESDNER BANK AG. Dresdner Bank AG ("Dresdner") owns
99% of the beneficial interests in Dresdner RCM, and Dresdner Kleinwort Benson
North America, Inc. ("Dresdner KBNA"), a wholly owned subsidiary of Dresdner,
owns 1% of the beneficial interests in Dresdner RCM.(1) Dresdner is an
international banking organization headquartered in Frankfurt, Germany, whose
principal executive offices are located at Gallusanlage 7, 60041 Frankfurt am
Main. Dresdner RCM has informed the Fund that Dresdner has total consolidated
assets as of December 31, 1997 of DM 677 billion (approximately $378 billion),
and approximately 1,500 offices and 46,000 employees in over 70 countries around
the world. Dresdner, one of Germany's largest banks, 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.
- ------------------------
(1) Dresdner RCM has informed the Fund that, effective on or about September
30, 1998, 100% of the beneficial interests in Dresdner RCM will be owned by
Dresdner RCM Global Investors US Holdings LLC (a limited liability company
to be organized in Delaware) ("Dresdner US"). Dresdner will own 99% of the
beneficial interests in Dresdner US and Dresdner KBNA will own 1% of the
beneficial interests in Dresdner US.
8
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. Similar information regarding
Mr. Schreyer, Chairman of the Board of Directors and President of the Fund, is
set forth above. 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.
NAME AND AGE POSITION WITH FUND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---------------------------- -------------------------- -------------------------------------------------------
George A. Rio * Chief Financial Officer Executive Vice President and Client Service Director of
(43) 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); Senior Vice President and Manager of
Client Services and Director of Internal Audit at The
Boston Company, Inc. (September 1983 to May 1994).
Judith W. O'Connell ** Treasurer and Secretary Director of Commingled Fund Services, Dresdner RCM
(34) (since 1998) (since October 1994); Director of Mutual Fund
Operations, G.T. Capital Management (December 1993 to
October 1994); Vice President, The Boston Company
(May 1989 to December 1993).
Margaret W. Chambers * Vice President and Senior Vice President and General Counsel of FDI (since
(38) 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
(31) 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); The Boston Company Advisors, Inc. in legal and
compliance capacities (January 1988 to May 1994).
9
NAME AND AGE POSITION WITH FUND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- ---------------------------- -------------------------- -------------------------------------------------------
Douglas C. Conroy * Vice President and Vice President and Senior Client Service Manager of FDI
(29) 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
(34) Assistant Treasurer (since Services of FDI and an officer of certain investment
1998) companies distributed by FDI (since 1994); Assistant
Vice President and Client Manager for The Boston
Company, Inc. (1989 to 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).
- ------------------------
* The officer's address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.
** The officer's address is Four Embarcadero Center, Suite 2800, 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, 1998 it had approximately $32 billion in
assets under management. Dresdner RCM is registered under the Investment
Advisers Act of 1940.
Dresdner RCM also serves as investment manager or subadviser to other
registered investment companies. Dresdner RCM does not provide advisory services
to any registered investment company with investment objectives and policies
similar to the Fund.
Dresdner RCM is located at Four Embarcadero Center, San Francisco,
California 94111.
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
10
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 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 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 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 1997 Annual Report to Stockholders was mailed to
stockholders on or about March 20, 1998. ADDITIONAL COPIES OF THE ANNUAL REPORT
AND THE SEMI-ANNUAL REPORT FOR THE SIX MONTHS ENDED JULY 31, 1998 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 1999 PROXY STATEMENT. Stockholders submitting
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, by the earlier of (i) a reasonable time prior to
the time the Fund mails its 1999 Proxy Statement or (ii) prior to June 1, 1999.
Although there can be no assurance, it is currently anticipated that the 1999
Annual Meeting of Stockholders will be held prior to July 31, 1999. 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.
September 28, 1998
11
EXHIBIT A
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, made as of this 14th day of June, 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;
(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 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).
2
(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 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
3
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 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
4
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.
RCM STRATEGIC GLOBAL
GOVERNMENT FUND, INC.
By /s/ GARY W. SCHREYER
-----------------------------------------
Gary W. Schreyer
CHAIRMAN OF THE BOARD
RCM CAPITAL MANAGEMENT, L.L.C.
By /s/ MICHAEL J. APATOFF
-----------------------------------------
Michael J. Apatoff
CHIEF OPERATING OFFICER
5
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
Four Embarcadero Center, Suite 2800
San Francisco, California 94111
The undersigned hereby appoints Gary W. Schreyer and James M. Whitaker,
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 September 1,
1998 at the Annual Meeting of Stockholders to be held at the Four Seasons
Olympic Hotel, located at 411 University Street, Seattle, Washington 98101,
on November 12, 1998 at 2:00 p.m. (Pacific Time), and at any and all of the
adjournment(s) or postponement(s) thereof.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF THE FUND. WHEN
PROPERLY 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 THE EXISTING INVESTMENT MANAGEMENT AGREEMENT, FOR
ELECTION OF THE DIRECTOR AND FOR RATIFICATION OF THE SELECTION OF 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, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE
- ------------------------------------------------------------------------------
Note: Please sign exactly as the name(s) appear(s) on this proxy card. When
shares are held by joint tenants, both should sign. When signing as executor,
administrator, trustee or guardian, please give the appropriate and complete
title. When signing as an officer of a corporation, please indicate the
corporation name and the office held by the signing officer. When signing on
behalf of a partnership, please sign the partnership name and the name of the
person signing.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- --------------------------------------
- ----------------------------------- --------------------------------------
/ / PLEASE MARK VOTES AS IN THIS EXAMPLE
1.) To approve the existing investment management agreement between the Fund
and Dresdner RCM Global Investors LLC.
For Against Abstain
/ / / / / /
2.) To elect as director the nominee listed below:
For Withhold
Francis E. Lundy / / / /
3.) To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants for the fiscal
year ending January 31, 1999.
For Against Abstain
/ / / / / /
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.
- ------------------------------------------------------------------------------
Stockholder sign here Co-owner sign here Date
-----------
- ------------------------------------------------------------------------------