SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[X] Preliminary Proxy Statement [ ]Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ]Definitive Proxy Statement
[ ]Definitive additional materials
[ ]Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
KEMPER GLOBAL/INTERNATIONAL SERIES, 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)(4) 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 identity the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
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KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
GROWTH FUND OF SPAIN
222 South Riverside Plaza
Chicago, Illinois 60606
February 11, 2000
Dear Shareholders:
A Special Meeting of Shareholders of Growth Fund of Spain (the "Fund"),
a series of Kemper Global/International Series, Inc., is to be held at 2:00
p.m., Eastern time, on April 6, 2000, at the offices of SCUDDER KEMPER
INVESTMENTS, INC. ("SCUDDER KEMPER"), 13TH Floor, Two International Place,
Boston, Massachusetts 02110. A Proxy Statement regarding the meeting, a proxy
card for your vote at the meeting, and an envelope--postage-prepaid--in which to
return your proxy card are enclosed.
At the Special Meeting, shareholders will be asked to approve two
Proposals. The first Proposal is a change to the Fund's investment policies. The
Proposal, if approved, will change the manner in which the Fund seeks its
investment objective of long-term capital appreciation from investment primarily
in Spanish equities to investment primarily in a diversified portfolio of
securities issued by established foreign companies. If this Proposal is
approved, the Fund's name will be changed to Kemper International Research Fund.
The second Proposal, if approved, will provide greater flexibility by
eliminating the need for shareholder approval of changes to the Fund's
investment objective and policies and will bring the Fund's fundamental
investment policies into conformity with other funds managed by Scudder Kemper.
AFTER CAREFUL REVIEW, THE DIRECTORS OF THE CORPORATION HAVE APPROVED
EACH PROPOSAL. THE CORPORATION'S DIRECTORS BELIEVE THAT THE PROPOSALS SET FORTH
IN THE NOTICE OF MEETING FOR YOUR FUND ARE IMPORTANT AND RECOMMEND THAT YOU READ
THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR EACH PROPOSAL.
YOUR VOTE IS IMPORTANT. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN
YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. If we do not
receive your executed proxy card after a reasonable amount of time, you may
receive a telephone call from our proxy solicitor, Shareholder Communications
Corporation, reminding you to vote.
Respectfully,
Mark S. Casady
President
WE URGE YOU TO SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.
<PAGE>
KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
GROWTH FUND OF SPAIN
222 South Riverside Plaza
Chicago, Illinois 60606
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of Growth Fund of Spain (the "Fund"), a series of Kemper
Global/International Series, Inc., will be held at the offices of Scudder KEMPER
INVESTMENTS, INC., 13TH Floor, Two International Place, Boston, Massachusetts
02110, on April 6, 2000, at 2:00 p.m., Eastern time, for the following purposes:
PROPOSAL 1: To approve a change to the Fund's
investment policies so that the Fund will
seek its investment objective of long-term
capital appreciation through investing
primarily in a diversified portfolio of
securities issued by established foreign
companies.
PROPOSAL 2: To modify or eliminate certain policies
and to eliminate the shareholder approval
requirement as to certain other matters.
The appointed proxies will vote in their discretion on any other
business as may properly come before the Special Meeting or any adjournments
thereof.
Holders of record of shares of the Fund at the close of business on
February 1, 2000 entitled to vote at the Special Meeting and at any adjournments
thereof.
In the event that the necessary quorum to transact business or the vote
required to approve a Proposal is not obtained at the Special Meeting, the
persons named as proxies may propose one or more adjournments of the Special
Meeting in accordance with applicable law to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Fund's shares present in person or by proxy at the Special
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Proposals and will
vote against any such adjournment those proxies to be voted against the
Proposals.
By Order of the Board of Directors,
February 11, 2000 Philip J. Collora
Secretary
IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE
NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE SPECIAL
MEETING. IF YOU CAN ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
<PAGE>
- 2 -
KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
GROWTH FUND OF SPAIN
222 South Riverside Plaza
Chicago, Illinois 60606
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors (the "Board") of Kemper
Global/International Series, Inc. (the "Corporation") for use at the Special
Meeting of Shareholders of Growth Fund of Spain (the "Fund"), a series of the
Corporation, to be held at the OFFICES OF SCUDDER KEMPER INVESTMENTS, INC.
("SCUDDER KEMPER"), 13TH Floor, Two International Place, Boston, Massachusetts
02110, on April 6, 2000, at 2:00 p.m., Eastern time, and at any and all
adjournments thereof (the "Special Meeting").
This Proxy Statement, the Notice of Special Meeting and the proxy card
are first being mailed to shareholders on or about February 11, 2000, or as soon
as practicable thereafter. Any shareholder giving a proxy has the power to
revoke it by mail (addressed to the Secretary at the principal executive office
of the Fund, c/o Scudder Kemper Investments, Inc., 222 South Riverside Plaza,
Chicago, Illinois 60606) or in person at the Special Meeting, by executing a
superseding proxy or by submitting a notice of revocation to the Fund. All
properly executed proxies received in time for the Special Meeting will be voted
as specified in the proxy or, if no specification is made, in favor of both
Proposals referred to in the Proxy Statement.
Approval of each Proposal requires the affirmative vote of a "majority
of the outstanding voting securities" of the Fund. The term "majority of the
outstanding voting securities," as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), and as used in this Proxy Statement, means:
the affirmative vote of the lesser of (1) 67% of the voting securities of the
Fund present at the Special Meeting if more than 50% of the outstanding voting
securities of the Fund are present in person or by proxy or (2) more than 50% of
the outstanding voting securities of the Fund.
Abstentions and broker non-votes will have the effect of a "no" vote on
the Proposals, which require the approval of a specified percentage of the
outstanding shares of the Fund or of such shares present at the Special Meeting.
Broker non-votes are proxies received by the Fund from brokers or nominees when
the broker or nominee has neither received instructions from the beneficial
owner or other persons entitled to vote nor has discretionary power to vote on a
particular matter. Accordingly, shareholders are urged to forward their voting
instructions promptly.
The presence at any shareholders' meeting, in person or by proxy, of
the holders of one-third of the shares of the Fund entitled to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve a Proposal is not obtained at the Special Meeting, the persons named
as proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law to permit further solicitation of proxies with
respect to that Proposal. Any such adjournment will require the affirmative vote
of the holders of a majority of the Fund's shares present in person or by proxy
at the Special Meeting.
The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Proposals and will
vote against any such adjournment those proxies to be voted against the
Proposals. For purposes of determining the presence of a quorum for transacting
business at the Special Meeting, abstentions and broker "non-votes" will be
treated as shares that are present but which have not been voted.
The Board has fixed the close of business on February 1, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Special Meeting. Shareholders are entitled to one vote for each
share held. As of February 1, 2000, there were [number] shares of the Fund
outstanding, comprising [ ] Class A shares, [ ] Class B shares and [ ] Class C
shares. Shareholders shall vote on each Proposal in the aggregate, without
regard to class.
PROPOSAL 1: APPROVAL OF A CHANGE TO THE FUND'S INVESTMENT POLICIES
INTRODUCTION
The Fund's investment objective is to seek long-term capital
appreciation. Currently, the Fund seeks its objective by investing primarily in
the equity securities of Spanish companies. This investment policy and certain
of the Fund's other investment policies are "fundamental" and therefore may not
be changed without a shareholder vote. For the reasons discussed below, the
Board believes that the Fund's investment policies should be expanded to allow
the Fund to invest primarily in a diversified portfolio of securities issued by
established foreign companies. Accordingly, at a meeting held on January 19,
2000, the Board adopted, subject to shareholder approval, the recommendation of
Scudder Kemper, the Fund's investment manager, that the Fund's investment
policies be changed so that the Fund will seek its objective by investing
primarily in a diversified portfolio of securities issued by established foreign
companies.
If this Proposal is adopted, the Fund will invest in those foreign
securities that are the top research ideas of Scudder Kemper. Because of this
"best-ideas" strategy, the Fund would generally hold positions in a relatively
small number of companies. It is expected that at any one time the Fund will own
the securities of between 75 and 100 companies, but the Fund may own the
securities of as few as 50 or as many as 150 companies. The Fund's
sub-classification will, however, be changed from non-diversified to
diversified. This will mean that with respect to 75% of the value of its total
assets, the Fund may not invest (i) more than 5% of its total assets in the
securities of a single issuer or (ii) own more than 10% of a single's issuer's
outstanding voting securities. As a non-diversified fund, the Fund is not
currently subject to such requirements. The Fund may not be re-classified as a
non-diversified fund without shareholder approval. If the Proposal is approved
by shareholders, the Fund's name will be changed to "Kemper International
Research Fund." Implementation of the new investment policies will be
implemented upon the effectiveness of an amendment to the Fund's registration
statement reflecting the changes described herein.
BACKGROUND
The Fund was organized in 1990 as a closed-end fund whose shares were
traded on the New York Stock Exchange (the "Exchange"). Although the Fund's
investment performance as a closed-end fund was generally strong, the Fund's
shares consistently traded on the Exchange at a discount to their net asset
value. To allow the Fund's shareholders to realize the value of their shares, in
October 1998 the Board recommended, and the shareholders approved, the
conversion of the Fund from a closed-end fund to an open-end fund. The
conversion of the Fund to open-end form, which was effective on December 11,
1998, allowed shareholders to redeem their shares directly from the Fund at the
net asset value of the shares. In order to mitigate the costs to the Fund from
the potential substantial redemptions by short-term traders attempting to
capitalize on the conversion of the Fund from closed-end form to open-end form,
the Fund imposed a 2% redemption fee for all shares redeemed that had been held
for less than one year. If this Proposal is adopted, the 2% redemption fee will
be eliminated.
The Fund has suffered substantial net redemptions since converting to
open-end status. At the time of conversion the Fund had net assets of
approximately $380 million. As of January 20, 2000 the Fund's net assets had
decreased to approximately $50 million. Many shareholders redeemed their shares
immediately after the Fund's conversion to open-end status in order to realize
the increase in the Fund's net asset value, which increase had not been
reflected in the Fund's stock price as a closed-end fund. Since those
redemptions, the Fund has had little success in attracting new investors. The
decreased size of the Fund has hurt shareholders because the Fund's operating
expenses have had to be allocated across a smaller asset base, thus increasing
the percentage of fixed expenses each shareholder must bear.
Scudder Kemper believes that one of the primary factors working against
attracting new assets into the Fund is the specificity of its current investment
policies. Scudder Kemper believes that investors are likely to consider
allocating a portion of their assets to an international fund that invests
throughout the world rather than to a fund that concentrates its investments in
a single European country. Scudder Kemper therefore believes that the Fund may
be more attractive to new investors if its investment policies are expanded. As
described in more detail below, the Fund's new investment policies will allow it
to take advantage of what Scudder Kemper views as promising opportunities in the
international securities markets. If the Fund does become more marketable,
Scudder Kemper believes that the Fund's assets may increase, which may benefit
shareholders by reducing their proportionate share of overall fixed expenses.
DESCRIPTION OF THE NEW INVESTMENT POLICIES
If the Proposal is adopted, the Fund will continue to seek long-term
capital appreciation; however, the Fund would pursue this investment objective
by investing primarily in a diversified portfolio of securities issued by
established foreign companies. In this regard, under normal market conditions,
the Fund will invest at least 65% of its total assets in common stocks of large
foreign companies, i.e., those with market capitalizations of $1 billion or
more.
The Fund will invest in securities based on the top research
recommendations of Scudder Kemper's research analysts and other investment
specialists. These recommendations will represent securities across various
sectors and investment disciplines (such as growth stocks and value stocks).
Typically, the Fund's regional allocation will be roughly equal to that of the
Morgan Stanley Capital International All-Country World Free (ex-U.S. and Canada)
Index. In choosing securities to be purchased by the Fund, Scudder Kemper will
focus on bottom-up research, looking for individual companies that have sound
financial strength, good business prospects and strong competitive positioning
and above-average earnings growth, among other factors. Scudder Kemper will also
look for significant changes in the business environment, with an eye toward
identifying industries that may benefit from these changes. The Fund would be
managed to achieve long-term capital appreciation primarily through appreciation
of its common stock holdings and, to a lesser extent, through dividend and
interest income.
The Fund would be permitted to invest in debt securities that can be
converted into common stocks, also known as convertibles. The Fund would also
invest in debt securities, preferred stocks, bonds, notes and other debt
securities of companies, and future contracts.
The Fund would be permitted to use other investments and investment
techniques that may impact fund performance, including, but not limited to,
options, futures and other derivatives (financial instruments that derive their
value from other securities or commodities, or that are based on indices).
From time to time, the Fund would be able to invest a portion of its
assets in high-grade debt securities, cash and cash equivalents for temporary
defensive purposes. Defensive investments may serve to lessen volatility in an
adverse stock market, although they also generate lower returns than stocks in
most markets. Because this defensive policy differs from the Fund's investment
objective, the Fund may not achieve its goals during a defensive period.
CERTAIN OTHER FUNDAMENTAL INVESTMENT POLICIES TO BE ELIMINATED
The Fund currently is subject to other fundamental investment policies
that will not be suitable for the Fund under its new investment policies
described above. If this Proposal is adopted, the following fundamental policies
will be eliminated:
o Under normal market conditions, at least 65% of the Fund's
total assets will be invested in equity securities of Spanish
companies;
o The Fund is permitted to invest up to 25% of its total
assets in unlisted equity and debt securities, including
convertible debt securities, and in other securities that are
not readily marketable, a significant portion of which may be
considered illiquid; and
o The Fund may invest up to 35% of its total assets in
investment-grade fixed income instruments denominated in
Pesetas.
OTHER CONSIDERATIONS
The risks of the Fund's new investment policies and strategies are
similar to, but in certain respects different from, those of its current
investment objective and strategies. The most important risk factor presented by
the new investment policies and strategies is how foreign markets perform --
something that depends on a large number of factors, including economic,
political and demographic trends. When foreign stock prices fall, the value of
your investment in the Fund is likely to fall as well. Foreign stocks may at
times be more volatile than their U.S. counterparts, for reasons ranging from
political and economic uncertainties to a higher risk that essential information
may be incomplete or wrong. Because a stock represents ownership in its issuer,
stock prices can be hurt by poor management, shrinking product demand and other
business risks. These may affect single companies as well as groups of
companies. As noted above, because the Fund will no longer be classified as a
non-diversified fund, it will no longer have the flexibility to invest as large
a percentage of its assets in the securities of a small number of issuers. This
may reduce the risks of the Fund because factors affecting a given company will
no longer have as large an impact on the Fund's performance. A final risk factor
is that changing currency rates could add to the Fund's investment losses or
reduce its investment gains.
The risks described above are also generally presented by the Fund's
current investment policies and strategies, although because the Fund currently
focuses on Spanish and Portuguese securities, the Fund is affected more
significantly by events in those two countries. Under the new investment
policies and strategies, however, the Fund may invest in countries that are not
as stable as Spain. Such investments may be riskier and more volatile than
Spanish investments.
The change in investment policies, if approved, will require a
restructuring of the Fund's portfolio. When the new investment policy is
implemented, a substantial portion of the Fund's current holdings will be sold.
The Fund will then purchase securities of issuers located in other foreign
countries. The substantial restructuring of the Fund's portfolio that is
necessary to implement the proposed new investment policy will generate expenses
for the Fund, including brokerage and other transactional expenses that are not
reflected in the Fund's expense ratio. Such sales of portfolio securities could
also result in capital gains (or losses). The gains would normally be
distributed to Fund shareholders, who would be subject to federal and state
income tax thereon, as applicable to the shareholder. As of January 20, 2000,
the Fund had approximately $18.9 million in net unrealized appreciation.
CONCLUSION
The Board believes that the new investment policies will benefit the
Fund and its shareholders. The Fund will be able to take advantage of promising
investment opportunities throughout the world. In addition, with a broader
international investment strategy, the Fund may be able to attract new investors
and increase the size of the Fund, which could decrease the percentage of fixed
expenses borne by each shareholder.
THE DIRECTORS OF THE CORPORATION RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THIS PROPOSAL.
PROPOSAL 2: APPROVAL OF THE MODIFICATION OR ELIMINATION OF CERTAIN
POLICIES AND THE ELIMINATION OF THE SHAREHOLDER APPROVAL
REQUIREMENT AS TO CERTAIN OTHER MATTERS
The 1940 Act requires an investment company to adopt policies governing
certain specified activities, which can be changed only by a shareholder vote.
Such policies are referred to as "fundamental" policies. The purposes of this
Proposal are to eliminate the requirement of shareholder approval to change
policies except where required by the 1940 Act and to provide the maximum
permitted flexibility in those policies that do require shareholder approval.
Management of the Fund has advised the Board that some of the Fund's fundamental
investment policies that are not required to be such under the 1940 Act no
longer serve any useful purpose. The Board believes that other fundamental
policies, as well as the classification of the Fund's investment objectives and
policies as fundamental, are unnecessary because the provisions of the 1940 Act
or Federal tax law, together with the disclosure requirements of the Federal
securities laws, provide adequate safeguards for a Fund and its shareholders.
The Proposal is described in more detail below.
This Proposal is sub-divided into the following three sections:
(1) ELIMINATION OF SHAREHOLDER APPROVAL REQUIREMENT TO AMEND INVESTMENT
OBJECTIVES AND CERTAIN Policies. The Fund currently requires shareholder
approval to amend its investment objective and certain of its policies. The
first section of this Proposal seeks shareholder approval of the elimination of
the shareholder vote requirement for amending the Fund's investment objective
and policies that are not otherwise specifically identified as fundamental.
Eliminating the shareholder vote requirement for amending the investment
objective and policies of the Fund is intended to enhance the Fund's investment
flexibility in the event of changing circumstances. Additionally, the Board
believes that currently it is not possible to determine precisely which policies
are fundamental on the basis of the language in the Fund's Prospectus and
Statement of Additional Information, thus creating uncertainty and restricting
the Fund's investment flexibility and its ability to respond to changing
regulatory and industry conditions.
(2) REVISION OF FUNDAMENTAL POLICIES. Each of the fundamental policies
proposed for revision relates to an activity that the 1940 Act requires be
governed by a fundamental policy. Each proposed revision is, in general,
intended to provide the Fund's Board with the maximum flexibility permitted
under the 1940 Act, and to promote simplicity among the Fund's policies.
(3) ELIMINATION OF SHAREHOLDER APPROVAL REQUIREMENT TO CHANGE OTHER
IDENTIFIED POLICIES. This Proposal seeks to eliminate certain policies that are
specifically designated as fundamental but which are not required to be
fundamental under the 1940 Act. [The Board anticipates adopting certain of these
policies as non-fundamental.] Any policy that is not designated as fundamental
can be modified or eliminated by the Board, and, as indicated below, management
intends to recommend to the Board the elimination of several of them as being
inappropriate or unnecessary under current conditions.
Each proposed policy is identified in bold-type below.
The Fund's current fundamental policies (other than those described in
Proposal 1) are set forth in Exhibit A. Changes in fundamental policies that are
approved by shareholders, as well as changes in non-fundamental policies that
are adopted by the Board, will be reflected in the Fund's Prospectus and other
disclosure documents. Any change in the method of operation of the Fund will
require prior Board approval.
Shareholders will be asked to vote on each proposed fundamental policy
separately on the enclosed proxy card. Approval of each item of this Proposal
requires the affirmative vote of a majority of the outstanding voting
securities, as defined above, of the Fund. If the shareholders of the Fund fail
to approve the proposed modification or elimination of polices or the
elimination of the shareholder approval requirement as to a matter, the current
such policy or voting requirement will remain in effect.
ELIMINATION OF SHAREHOLDER APPROVAL REQUIREMENT TO AMEND
INVESTMENT OBJECTIVES AND CERTAIN POLICIES
PROPOSAL 2.1:
IF THIS ITEM IS APPROVED BY THE SHAREHOLDERS, THE INVESTMENT OBJECTIVE AND
POLICIES OF THE FUND WILL NOT BE CLASSIFIED AS FUNDAMENTAL.
The Board believes that leaving the power to modify investment
objectives and policies up to the discretion of the Board would strengthen the
Fund's ability to respond to changing circumstances. The Board does not
presently intend to modify the investment objective or any policy described in
Proposal 1 above, and would disclose any such changes to shareholders by
amending the Fund's Prospectus and Statement of Additional Information.
REVISION OF FUNDAMENTAL POLICIES
BORROWING
PROPOSAL 2.2:
THE FUND MAY NOT BORROW MONEY, EXCEPT AS PERMITTED UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED, AND AS INTERPRETED OR MODIFIED BY REGULATORY AUTHORITY
HAVING JURISDICTION, FROM TIME TO TIME.
The proposed borrowing policy re-words the current policy without
making any material changes.
SENIOR SECURITIES
PROPOSAL 2.3:
THE FUND MAY NOT ISSUE SENIOR SECURITIES, EXCEPT AS PERMITTED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND AS INTERPRETED OR MODIFIED BY
REGULATORY AUTHORITY HAVING JURISDICTION, FROM TIME TO TIME.
The proposed borrowing policy re-words the current policy without
making any material changes.
PURCHASE OF COMMODITIES
PROPOSAL 2.4:
THE FUND MAY NOT PURCHASE PHYSICAL COMMODITIES OR CONTRACTS RELATING TO PHYSICAL
COMMODITIES.
The Fund's current policy prohibits the purchase or sale of commodities
or commodity contracts, except that the Fund may enter into foreign currency and
stock index futures contracts and options thereon and may buy or sell forward
currency contracts and options on foreign currencies. Under the proposed policy,
the Fund would be prohibited from purchasing only physical commodities or
contracts relating to physical commodities.
CONCENTRATION
PROPOSAL 2.5:
THE FUND MAY NOT CONCENTRATE ITS INVESTMENTS IN A PARTICULAR INDUSTRY, AS THAT
TERM IS USED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND AS
INTERPRETED OR MODIFIED BY REGULATORY AUTHORITY HAVING JURISDICTION, FROM TIME
TO TIME.
While the 1940 Act does not define what constitutes "concentration" in
an industry, the staff of the Securities and Exchange Commission (the
"Commission") takes the position that investment of more than 25% of a fund's
assets in an industry constitutes concentration. If a fund concentrates in an
industry, it must at all times have more than 25% of its assets invested in that
industry, and if its policy is not to concentrate, as is the case with the Fund,
it may not invest more than 25% of its assets in the applicable industry,
unless, in either case, the fund discloses the specific conditions under which
it will change from concentrating to not concentrating or vice versa.
The Fund is permitted to adopt reasonable definitions of what
constitutes an industry, or it may use standard classifications promulgated by
the Commission, or some combination thereof. Because the Fund may create its own
reasonable industry classifications, the Board believes that it is not necessary
to include such matters in the fundamental policy of the Fund.
UNDERWRITING OF SECURITIES
PROPOSAL 2.6:
THE FUND MAY NOT ENGAGE IN THE BUSINESS OF UNDERWRITING SECURITIES ISSUED BY
OTHERS, EXCEPT TO THE EXTENT THAT A FUND MAY BE DEEMED TO BE AN UNDERWRITER IN
CONNECTION WITH THE DISPOSITION OF PORTFOLIO SECURITIES.
The proposed underwriting policy re-words the current policy without
making any material changes.
INVESTMENT IN REAL ESTATE
PROPOSAL 2.7:
THE FUND MAY NOT PURCHASE OR SELL REAL ESTATE, WHICH TERM DOES NOT INCLUDE
SECURITIES OF COMPANIES WHICH DEAL IN REAL ESTATE OR MORTGAGES OR INVESTMENTS
SECURED BY REAL ESTATE OR INTERESTS THEREIN, EXCEPT THAT THE FUND RESERVES
FREEDOM OF ACTION TO HOLD AND TO SELL REAL ESTATE ACQUIRED AS A RESULT OF THE
FUND'S OWNERSHIP OF SECURITIES.
The proposed real estate policy re-words the current policy without
making any material changes.
LENDING
PROPOSAL 2.8:
THE FUND MAY NOT MAKE LOANS EXCEPT AS PERMITTED UNDER THE INVESTMENT COMPANY ACT
OF 1940, AS AMENDED, AND AS INTERPRETED OR MODIFIED BY REGULATORY AUTHORITY
HAVING JURISDICTION FROM TIME TO TIME.
The Fund's current lending policy prohibits making loans to others,
except to the extent that the purchase of portfolio securities or the
acquisition of securities subject to repurchase agreements may be deemed to be
loans. The proposed change would, therefore, permit the Fund, subject to the
receipt of any necessary regulatory approval and Board authorization, to enter
into lending arrangements, including lending agreements under which the Funds
advised by Scudder Kemper could for temporary purposes lend money directly to
and borrow money directly from each other through a credit facility. The Board
believes that the flexibility provided by this policy change could possibly
reduce the Fund's borrowing costs and enhance its ability to earn higher rates
of interest on short-term lendings in the event that the Board determines that
such arrangements are warranted in light of the Fund's particular circumstances.
ELIMINATION OF SHAREHOLDER APPROVAL REQUIREMENT TO CHANGE
OTHER IDENTIFIED POLICIES
Certain of the policies listed below were initially adopted by the Fund
due to state securities regulatory policies that are no longer in effect. Others
reflected industry conditions at the time. The Board believes that each of these
policies should be eliminated as a fundamental policy in the interest of
simplicity and flexibility. Except as otherwise stated, if shareholders approve
the elimination of these policies as fundamental, management will recommend to
the Board that it eliminate these policies entirely as being unnecessary.
SHORT SALES
PROPOSAL 2.9:
The Fund's current fundamental investment policy provides that the Fund
will not make short sales of securities or maintain a short position in any
security except as described elsewhere in the Fund's Statement of Additional
Information (the "SAI"). The Board believes that this policy is unnecessary,
given that the Fund's practices with respect to short sales are described
elsewhere in the SAI.
MARGIN PURCHASES
PROPOSAL 2.10:
The Fund's current fundamental policy with respect to margin purchases
provides that the Fund may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions. If
elimination of this policy is approved by shareholders, the Fund's potential use
of margin transactions beyond transactions in futures and options and for the
clearance of purchases and sales of securities, including the use of margin in
ordinary securities transactions, would be generally limited by the current
position taken by the staff of the Commission that margin transactions with
respect to securities are prohibited under Section 18 of the 1940 Act because
they create senior securities. Margin transactions involve the purchase of
securities with money borrowed from a broker, with cash or eligible securities
being used as collateral against the loan. The Fund's ability to engage in
margin transactions is also limited by its borrowing policies, which permit the
Fund to borrow money only as permitted by applicable law.
PLEDGING OF ASSETS
PROPOSAL 2.11:
The Fund is currently prohibited from pledging, mortgaging or
hypothecating assets, except in order to secure borrowings or in connection with
hedging and risk management strategies.
INVESTMENT FOR THE PURPOSE OF EXERCISING CONTROL OR MANAGEMENT
PROPOSAL 2.12:
The Fund is currently prohibited from investing for the purpose of
exercising control or management of another issuer. The Fund does not intend to
invest for this purpose.
INVESTMENT IN MINERAL EXPLORATION
PROPOSAL 2.13:
The Fund is currently prohibited from investing in oil, gas or other
mineral exploration or development programs, although they may invest in the
securities of issuers which invest in or sponsor such programs. The Fund does
not intend to invest for this purpose.
INVESTMENT IN OTHER INVESTMENT COMPANIES
PROPOSAL 2.14:
The Fund's current policy with respect to investing in other investment
companies conforms to the limits on such investing permitted by the 1940 Act.
Because the Fund must comply with the 1940 Act, the Board believes it is
unnecessary to have a policy that simply states the limits contained in the 1940
Act.
THE DIRECTORS OF THE CORPORATION RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THIS PROPOSAL.
<PAGE>
ADDITIONAL INFORMATION
INVESTMENT MANAGER AND PRINCIPAL UNDERWRITER AND ADMINISTRATOR
The Fund's investment manager is Scudder Kemper Investments, Inc., 345
Park Avenue, New York, New York 10154. The Fund's principal underwriter and
administrator is Kemper Distributors, Inc., 222 South Riverside Plaza, Chicago,
Illinois 60606.
PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy card and
Proxy Statement and all other costs incurred in connection with the solicitation
of proxies, including any additional solicitation made by letter, telephone or
telegraph, will be paid by the Fund. In addition to solicitation by mail,
certain officers and representatives of the Corporation, officers and employees
of Scudder Kemper and certain financial services firms and their
representatives, who will receive no extra compensation for their services, may
solicit proxies by telephone, telegram or personally.
Shareholder Communications Corporation ("SCC") has been engaged to
assist in the solicitation of proxies at a total estimated cost of $[ ] (plus
expenses). As the Special Meeting date approaches, certain shareholders of the
Fund may receive a telephone call from a representative of SCC if their votes
have not yet been received. Authorization to permit SCC to execute proxies may
be obtained by telephonic or electronically transmitted instructions from
shareholders of the Fund. Proxies that are obtained telephonically will be
recorded in accordance with the procedures set forth below. The Board believes
that these procedures are reasonably designed to ensure that the identity of the
shareholder casting the vote is accurately determined and that the voting
instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the SCC
representative is required to ask for each shareholder's full name, address,
social security or employer identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a corporation), and the number
of shares owned, and to confirm that the shareholder has received the proxy
materials in the mail. If the information solicited agrees with the information
provided to SCC, then the SCC representative has the responsibility to explain
the process, read the Proposal on the proxy card, and ask for the shareholder's
instructions on the Proposal. The SCC representative, although he or she is
permitted to answer questions about the process, is not permitted to recommend
to the shareholder how to vote, other than to read any recommendation set forth
in the Proxy Statement. SCC will record the shareholder's instructions on the
card. Within 72 hours, the shareholder will be sent a letter or mailgram to
confirm his or her vote and asking the shareholder to call SCC immediately if
his or her instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Special Meeting, but does
not wish to give a proxy by telephone, the shareholder may still submit the
proxy card originally sent with the Proxy Statement or attend in person. Should
shareholders require additional information regarding the proxy or replacement
proxy cards, they MAY CALL THE TELEPHONE NUMBER PRINTED ON THE STUB of their
proxy card. Any proxy given by a shareholder, whether in writing or by
telephone, is revocable until voted at the Special Meeting.
REPORTS
THE FUND PROVIDES PERIODIC REPORTS TO ALL OF ITS SHAREHOLDERS WHICH
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. YOU MAY RECEIVE ADDITIONAL COPIES OF THE MOST RECENT
SEMI-ANNUAL AND ANNUAL REPORTS FOR THE FUND, WITHOUT CHARGE, BY CALLING
1-800-621-1048 OR WRITING THE FUND, C/O SCUDDER KEMPER INVESTMENTS, INC., 222
SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606.
SECURITY OWNERSHIP
Appendix 1 sets forth the beneficial owners of at least 5% of any class
of the Fund's shares as of December 31, 1999. To the best of the Corporation's
knowledge, as of December 31, 1999, no person owned beneficially more than 5% of
any class of the Fund's outstanding shares, except as stated in Appendix 1.
As of December 31, 1999, the Directors and officers of the Corporation
as a group owned beneficially less than 1% of the shares of the Fund.
PROPOSALS OF SHAREHOLDERS
Meetings of shareholders of the Fund are not held on an annual or other
regular basis. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to the Secretary of the Corporation, c/o
Scudder Kemper Investments, Inc., Two International Place, Boston, Massachusetts
02110, within a reasonable time before the solicitation of proxies for such
meeting. The timely submission of a proposal does not guarantee its inclusion.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
No Director is aware of any matters that will be presented for action
at the Special Meeting other than the matter set forth herein. Should any other
matters requiring a vote of shareholders arise, the proxy in the accompanying
form will confer upon the person or persons entitled to vote the shares
represented by such proxy the discretionary authority to vote the shares as to
any such other matters in accordance with their best judgment in the interest of
the Corporation and/or the Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors,
Philip J. Collora
Secretary
<PAGE>
EXHIBIT A
GROWTH FUND OF SPAIN
As a matter of fundamental policy, the Fund will not:
(1) make loans except to the extent that the purchase of portfolio securities
consistent with the Fund's investment objective and policies or the acquisition
of securities subject to repurchase agreements may be deemed to be loans;
(2) borrow money or issue senior securities, except as permitted under the 1940
Act and as interpreted or modified by regulatory authority having jurisdiction,
from time to time;
(3) pledge, hypothecate, mortgage or otherwise encumber its assets, except to
secure permitted borrowings or in connection with hedging and risk management
strategies;
(4) invest in companies for the purpose of exercising control or participation
in management;
(5) make short sales of securities or maintain a short position in any security
except as described under "Investment Policies and Techniques" in the Fund's
Statement of Additional Information;
(6) (a) purchase or sell real estate, except that it may purchase and sell
securities of companies which deal in real estate or interests therein, (b)
purchase or sell commodities or commodity contracts except that the Fund may
enter into foreign currency and stock index futures contracts and options
thereon and may buy or sell forward currency contracts and options on foreign
currencies, (c) invest in interests in oil, gas, or other mineral exploration or
development programs, except that it may purchase and sell securities of
companies which deal in oil, gas or other mineral exploration or development
programs, (d) purchase securities on margin, except for such short-term credits
as may be necessary for the clearance of transactions, and (e) act as an
underwriter of securities, except that the Fund may acquire securities in
private placements in circumstances in which, if such securities were sold, the
Fund might be deemed to be an underwriter within the meaning of the Securities
Act of 1933, as amended; and
(7) invest in securities of other investment companies, except as part of a
merger, consolidation or other acquisition, if more than 3% of the outstanding
voting stock of any such investment company would be held by the Fund, if more
than 5% of the total assets of the Fund would be invested in any such investment
company, or if the Fund would own, in the aggregate, securities of investment
companies representing more than 10% of its total assets.
<PAGE>
APPENDIX 1
BENEFICIAL OWNERS OF AT LEAST 5% OF A CLASS OF THE FUND'S SHARES
As of December 31, 1999, [ ] shares in the aggregate, or [_____] % of the
outstanding Class A shares of the Fund were held in the name of
[______________], who may be deemed to be the beneficial owner of certain of
these shares, but disclaims any beneficial ownership therein.
As of December 31, 1999, [ ] shares in the aggregate, or [___] % of the
outstanding Class B shares of the Fund were held in the name of
[______________], who may be deemed to be the beneficial owner of certain of
these shares, but disclaims any beneficial ownership therein.
As of December 31, 1999, [ ] shares in the aggregate, or [___]% of the
outstanding Class C shares of the Fund were held in the name of [__________],
who may be deemed to be the beneficial owner of certain of these shares, but
disclaims any beneficial ownership therein.
<PAGE>
FORM OF PROXY
KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS - APRIL 6, 2000
The undersigned hereby appoints Kathryn L. Quirk, Philip S. Collora,
Maureen E. Kane and Caroline Pearson, and each of them, the proxies of the
undersigned, with the power of substitution to each of them, to vote all shares
of Growth Fund of Spain (the "Fund") which the undersigned is entitled to vote
at the Special Meeting of Shareholders of the Fund to be held at the offices of
Scudder Kemper Investments, Inc., Two International Place, Boston, Massachusetts
02110, on April 6 2000 at 2:00 p.m., Eastern time, and at any adjournments
thereof.
Dated _____________________________, 2000
Please sign exactly as your name or
names appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
----------------------------------------------
Signature(s)
[page break]
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE PROXY CARD BELOW.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED.
TO SAVE THE COST OF ADDITIONAL SOLICITATIONS, PLEASE
MAIL YOUR PROXY PROMPTLY.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, YOUR VOTE WILL BE CAST FOR
EACH NUMBERED ITEM LISTED BELOW. The Directors of your Fund unanimously
recommend that you vote FOR each item.
<TABLE>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
Proposal 1: To approve a change to the Fund's
INVESTMENT POLICIES SO THAT THE FUND WILL SEEK ITS _____ _____ _____
investment objective of long-term capital
appreciation through investing primarily in a
portfolio of securities issued by established
foreign companies.
PROPOSAL 2: TO MODIFY OR ELIMINATE CERTAIN FOR ALL AGAINST ALL ABSTAIN ALL FOR ALL EXCEPT*
policies and to eliminate the shareholder approval ______ ______ ______ ______
requirement as to certain other matters.
</TABLE>
*To vote against or abstain with respect to a particular change, refer to the
Proxy Statement and write the number of the sub-proposal on the line below.
2.1 Elimination of Classification of Investment Objective 2.8 Lending
and Policies as Fundamental
2.2 Borrowing 2.9 Short sales
2.3 Senior Securities 2.10 Margin Purchases
2.4 Purchase of Commodities 2.11 Pledging of Assets
2.5 Concentration 2.12 Investment for Control
2.6 Underwriting of Securities 2.13 Investment in Mineral Exploration
2.7 Investment in Real Estate 2.14 Investment in other Investment Companies
- ----------------------------------------------------------------------
The proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments thereof.
PLEASE VOTE PROMPTLY!
Your vote is needed! Please vote on the reverse side of this form and sign in
the space provided below. Return your completed proxy in the enclosed envelope
today.
You may receive additional proxies for your other accounts. These are not
duplicates; you should sign and return each proxy card in order for your votes
to be counted. Please return them as soon as possible to help save the cost of
additional mailings.
