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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[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 Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
Scudder Global High Income Fund, Inc., Scudder New Asia Fund, Inc.,
Scudder New Europe Fund, The Argentina Fund, Inc.,
The Brazil Fund, Inc., The Korea Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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 0-12.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY PROXY MATERIALS DATED OCTOBER 22, 1998
October , 1998
SCUDDER GLOBAL HIGH INCOME FUND, INC.
SCUDDER NEW ASIA FUND, INC.
SCUDDER NEW EUROPE FUND, INC.
THE ARGENTINA FUND, INC.
THE BRAZIL FUND, INC.
THE KOREA FUND, INC.
IMPORTANT NEWS
FOR SCUDDER FUND STOCKHOLDERS
While we encourage you to read the full text of the enclosed Proxy
Statement, here's a brief overview of some matters affecting your Fund that will
be the subject of a stockholder vote.
Q & A: QUESTIONS AND ANSWERS
Q: WHAT IS HAPPENING?
A: Zurich Insurance Company ("Zurich"), which is the majority owner of your
Fund's investment manager, Scudder Kemper Investments, Inc. ("Scudder
Kemper"), has combined its businesses with the financial services businesses
of B.A.T Industries p.l.c. ("B.A.T"). The resulting company, Zurich
Financial Services ("Zurich Financial Services"), has become Zurich's parent
company. Although this transaction will have virtually no effect on the
operations of Scudder Kemper or your Fund, we are asking the Fund's
stockholders to approve a new investment management, advisory and
administration agreement to assure that there is no interruption in the
services Scudder Kemper provides to your Fund. The following pages give you
additional information about Zurich Financial Services, the new investment
management, advisory and administration agreement and certain other matters.
THE BOARD MEMBERS OF YOUR FUND, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH
THE FUND, SCUDDER KEMPER OR ZURICH, RECOMMEND THAT YOU VOTE FOR APPROVAL OF
THE NEW INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION AGREEMENT.
<PAGE> 3
Q: WHY AM I BEING ASKED TO VOTE ON THE NEW INVESTMENT MANAGEMENT AGREEMENT?
A: As a result of the Zurich-B.A.T transaction, the former shareholders of
B.A.T indirectly own a 43% interest in Zurich through a new holding company,
Allied Zurich p.l.c. This change in ownership of Zurich may be deemed to
have caused a "change in control" of Scudder Kemper, even though Scudder
Kemper's operations will not change as a result. The Investment Company Act
of 1940, which regulates investment companies such as your Fund, requires
that fund stockholders approve a new investment management agreement
whenever there is a change in control of a fund's investment manager (even
in the most technical sense). Pursuant to an exemptive order issued by the
Securities and Exchange Commission, your Fund entered into a new investment
management, advisory and administration agreement, subject to receipt of
stockholder approval within 150 days. Accordingly, we are seeking
stockholder approval of the new investment management, advisory and
administration agreement with your Fund.
Q: HOW WILL THE ZURICH-B.A.T TRANSACTION AFFECT ME AS A FUND STOCKHOLDER?
A: We do not expect the transaction to affect you as a Fund stockholder. Your
Fund and your Fund's investment objectives will not change as a result of
the transaction. You will still own the same shares in the same Fund. The
new investment management, advisory and administration agreement is
substantially identical to the former investment management, advisory and
administration agreement, except for the dates of execution and termination
and, for The Argentina Fund, Inc., a reduction in the fee rate paid to the
investment manager. Similarly, the other service arrangements between your
Fund and Scudder Kemper or affiliates of Scudder Kemper will not be affected
by the transaction. If stockholders do not approve the new investment
management, advisory and administration agreement, the agreement will
terminate and the Board Members of your Fund will take such action as they
deem to be in the best interests of your Fund and its stockholders.
Q: WILL FEES PAID UNDER THE INVESTMENT MANAGEMENT, ADVISORY AND ADMINISTRATION
AGREEMENT INCREASE?
A: No, except in the case of The Argentina Fund, Inc. (for which, the
investment management, advisory and administration fee rate has been
reduced, as described in the enclosed Proxy Statement under "Differences
Between the Former and New Investment Management Agreements," the fee rates
paid by your Fund under its investment management, advisory and
administration agreement will remain the same.
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Q: WHAT OTHER MATTERS AM I BEING ASKED TO VOTE ON?
A: Stockholders of The Argentina Fund, Inc. and The Korea Fund, Inc. are also
being asked to vote for the approval of a new research and advisory
agreement with Sociedad General de Negocios y Valores S.A. and Daewoo
Capital Management Co., Ltd., respectively.
Q: HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE?
A: After careful consideration, the Board Members of your Fund, including those
who are not affiliated with the Fund, Scudder Kemper or Zurich, recommend
that you vote FOR the Proposals on the enclosed proxy card(s).
Q: WILL THE FUND PAY FOR THIS PROXY SOLICITATION?
A: No, Zurich or its affiliates will bear these costs.
Q: WHOM DO I CALL FOR MORE INFORMATION?
A: Please call Shareholder Communications Corporation, your Fund's information
agent, at 1-800-248-2681.
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SCUDDER GLOBAL HIGH INCOME FUND, INC.
SCUDDER NEW ASIA FUND, INC.
SCUDDER NEW EUROPE FUND, INC.
THE ARGENTINA FUND, INC.
THE BRAZIL FUND, INC.
THE KOREA FUND, INC.
345 Park Avenue
New York, New York 10154
October , 1998
Dear Stockholders:
Zurich Insurance Company, the majority owner of Scudder Kemper Investments,
Inc., has combined its businesses with the financial services businesses of
B.A.T Industries p.l.c. The resulting company, Zurich Financial Services, has
become the parent company of Zurich and the majority owner of Scudder Kemper. As
a result of this transaction, we are asking the stockholders of each of the
funds for which Scudder Kemper acts as investment manager, including your Fund,
to approve a new investment management, advisory and administration agreement
with Scudder Kemper.
The Zurich-B.A.T transaction should not affect you as a Fund stockholder.
Your Fund shares will not change, the fee rates and expenses paid by your Fund
under its management, advisory and administration agreement will not increase
and the investment objectives of your Fund will remain the same.
Stockholders are also being asked to approve certain other matters that
have been set forth in the Notice of Meeting. AFTER CAREFUL REVIEW, THE MEMBERS
OF YOUR FUND'S BOARD HAVE APPROVED THE NEW INVESTMENT MANAGEMENT, ADVISORY AND
ADMINISTRATION AGREEMENT. THE BOARD MEMBERS OF YOUR FUND BELIEVE THAT EACH OF
THE PROPOSALS SET FORTH IN THE NOTICE OF MEETING FOR YOUR FUND IS IMPORTANT AND
RECOMMEND THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN VOTE FOR ALL
PROPOSALS.
Because all of the funds for which Scudder Kemper acts as investment
manager are holding stockholder meetings, if you own shares of more than one
fund, you will receive more than one proxy card. Please sign and return each
proxy card you receive.
<PAGE> 6
Your vote is important. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR
PROXY CARD(S) IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. If we do not receive
your executed proxy card(s) after a reasonable amount of time, you may receive a
telephone call from our proxy solicitor, Shareholder Communications Corporation,
reminding you to vote.
Respectfully,
/s/ Lynn S. Birdsong
Lynn S. Birdsong
President and Chairman
Scudder Global High Income Fund, Inc.
/s/ Nicholas Bratt
Nicholas Bratt
President
The Argentina Fund, Inc.
Scudder New Asia Fund, Inc.
Scudder New Europe Fund, Inc.
The Brazil Fund, Inc.
The Korea Fund, Inc.
WE URGE YOU TO SIGN AND RETURN YOUR PROXY CARD(S) 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> 7
SCUDDER GLOBAL HIGH INCOME FUND, INC.
SCUDDER NEW ASIA FUND, INC.
SCUDDER NEW EUROPE FUND, INC.
THE ARGENTINA FUND, INC.
THE BRAZIL FUND, INC.
THE KOREA FUND, INC.
NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS
Please take notice that Special Meetings of Stockholders (each a "Special
Meeting") of each corporation listed above (each a "Fund," collectively, the
"Funds") will be held jointly at the offices of Scudder Kemper Investments,
Inc., 13th Floor, Two International Place, Boston, Massachusetts 02110, on
December 17, 1998, at 3:00 p.m., Eastern time, for the following purposes:
PROPOSAL 1: To approve a new investment management, advisory and
administration agreement for each Fund with Scudder
Kemper Investments, Inc.; and
PROPOSAL 2: (For stockholders of The Argentina Fund, Inc. and The
Korea Fund, Inc. only) To approve a new research and
advisory agreement between Scudder Kemper Investments,
Inc. and Sociedad General de Negocios y Valores S.A. and
Daewoo Capital Management Co., Ltd., respectively.
The appointed proxies will vote in their discretion on any other business
as may properly come before a Special Meeting or any adjournments thereof.
Holders of record of shares of each Fund at the close of business on
October 19, 1998 are entitled to vote at the Special Meeting and at any
adjournments thereof.
<PAGE> 8
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 with
respect to one or more Funds, 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 as to a matter will
require the affirmative vote of the holders of a majority of the concerned
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 Boards of Directors,
/s/ Thomas F. McDonough
Thomas F. McDonough
Secretary
October , 1998
IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) 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(S) MAY SAVE THE
NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE SPECIAL
MEETINGS. IF YOU CAN ATTEND THE SPECIAL MEETINGS AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
<PAGE> 9
SCUDDER GLOBAL HIGH INCOME FUND, INC.
SCUDDER NEW ASIA FUND, INC.
SCUDDER NEW EUROPE FUND, INC.
THE ARGENTINA FUND, INC.
THE BRAZIL FUND, INC.
THE KOREA FUND, INC.
345 Park Avenue
New York, New York 10154
JOINT PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of each of the corporations
listed above (each a "Fund," collectively, the "Funds") for use at the Special
Meeting of Stockholders of each Fund, to be held jointly at the offices of
Scudder Kemper Investments, Inc. ("Scudder Kemper"), 13th Floor, Two
International Place, Boston, Massachusetts 02110, on December 17, 1998 at 3:00
p.m., Eastern time, and at any and all adjournments thereof (the "Special
Meeting").
In the descriptions of the Proposals below, the word "fund" is sometimes
used to mean investment companies or series thereof in general, and not the
Funds whose proxy statement this is.
This Proxy Statement, the Notice of Special Meetings and the proxy cards
are first being mailed to stockholders on or about November 4, 1998 or as soon
as practicable thereafter. Any stockholder giving a proxy has the power to
revoke it by mail (addressed to the Secretary at the principal executive office
of the Funds, c/o Scudder Kemper Investments, Inc., 345 Park Avenue, New York,
New York 10154) 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 the Proposals referred to
in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of the
holders of a majority of the shares of a 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 any Proposal is not obtained at the Special Meeting with respect to
one or more Funds, 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 the Proposal that did not
receive the vote necessary for its passage or to obtain a quorum. Any such
adjournment as to a matter will require the affirmative vote of the holders of a
majority of the concerned Fund's shares present in person or by proxy at the
Special Meeting.
<PAGE> 10
The persons named as proxies will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of that Proposal and will vote
against any such adjournment those proxies to be voted against that Proposal.
For purposes of determining the presence of a quorum for transacting business at
a Special Meeting, abstentions and broker "non-votes" will be treated as shares
that are present but which have not been voted. Broker non-votes are proxies
received by a 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, stockholders are urged to forward their voting instructions
promptly.
Each Proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of a 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 each Fund present at
the 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 each Fund.
Abstentions will have the effect of a "no" vote on each Proposal. Broker
non-votes will have the effect of a "no" vote on each Proposal, each of which
requires the approval of a specified percentage of the outstanding shares of
each Fund, if such vote is determined on the basis of obtaining the affirmative
vote of more than 50% of the outstanding voting securities of the Fund. Broker
non-votes will not constitute "yes" or "no" votes, and will be disregarded in
determining the voting securities "present" if such vote is determined on the
basis of the affirmative vote of 67% of the voting securities of the Fund
present at the Special Meeting with respect to each Proposal.
Stockholders of each Fund will vote separately with respect to each
Proposal.
Holders of record of the shares of each Fund at the close of business on
October 19, 1998 (the "Record Date"), as to any matter on which they are
entitled to vote, will be entitled to one vote per share on all business of the
Special Meeting. The table provided in Appendix 1 hereto sets forth the number
of shares outstanding for each Fund as of June 30, 1998.
Appendix 2 sets forth the beneficial owners of at least 5% of a Fund's
shares. To the best of each Fund's knowledge, as of June 30, 1998, no person
owned beneficially more than 5% of any Fund's outstanding shares, except as
stated in Appendix 2.
Appendix 3 hereto sets forth the number of shares of each Fund owned
directly or beneficially by the Directors of the relevant Board and the number
of shares of each applicable Fund owned directly or beneficially by the
President
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<PAGE> 11
of each of Scudder New Asia Fund, Inc., Scudder New Europe Fund, Inc. and the
Brazil Fund, Inc.
Each Fund provides periodic reports to all of its stockholders which
highlight relevant information, including investment results and a review of
portfolio changes. You may receive an additional copy of the most recent annual
report for each Fund and a copy of any more recent semi-annual report, without
charge, by calling 800-349-4281 or writing the Fund, c/o Scudder Kemper
Investments, Inc., 345 Park Avenue, New York, New York 10154.
PROPOSAL 1: APPROVAL OF NEW
INVESTMENT MANAGEMENT AGREEMENT
INTRODUCTION
Scudder Kemper acts as the investment adviser to and manager and
administrator for each Fund pursuant to an investment management, advisory and
administration agreement entered into by each Fund and Scudder Kemper. The
investment management, advisory and administration agreement in effect between
each Fund and Scudder Kemper prior to the consummation of the transaction
between Zurich Insurance Company ("Zurich") and B.A.T Industries p.l.c.
("B.A.T") (the "Zurich-B.A.T Transaction" or the "Transaction"), which is
described below, is referred to in this Proxy Statement as a "Former Investment
Management Agreement," collectively, the "Former Investment Management
Agreements."
The investment management, advisory and administration agreement currently
in effect between each Fund and Scudder Kemper, which is also described below,
was executed as of the consummation of the Zurich-B.A.T Transaction and is
referred to in this Proxy Statement as a "New Investment Management Agreement,"
collectively, the "New Investment Management Agreements" and, together with the
Former Investment Management Agreements, the "Investment Management Agreements."
(Scudder Kemper is sometimes referred to in this Proxy Statement as the
"Investment Manager.")
The information set forth in this Proxy Statement and the accompanying
materials concerning the Transaction, Scudder Kemper, Zurich, B.A.T and their
respective affiliates has been provided to the Funds by Scudder Kemper based
upon information that Scudder Kemper received from Zurich and its affiliates.
On June 26, 1997, Scudder, Stevens & Clark, Inc. ("Scudder") entered into
an agreement with Zurich pursuant to which Scudder and Zurich agreed to form an
alliance. On December 31, 1997, Zurich acquired a majority interest in Scudder,
and Zurich Kemper Investments, Inc. ("Kemper"), a Zurich subsidiary, became part
of Scudder. Scudder's name was changed to Scudder Kemper Investments, Inc. The
transaction between Scudder and Zurich (the "Scudder-Zurich Transaction")
resulted in the termination of each Fund's investment management, advisory and
administration agreement with Scudder. Conse-
3
<PAGE> 12
quently, the Former Investment Management Agreement between each Fund and
Scudder Kemper was approved by each Fund's Board and stockholders.
The Zurich-B.A.T Transaction. On December 22, 1997, Zurich and B.A.T
entered into a definitive agreement (the "Merger Agreement") pursuant to which
businesses of Zurich (including Zurich's almost 70% ownership interest in
Scudder Kemper) were to be combined with the financial services businesses of
B.A.T. On October 12, 1997, Zurich and B.A.T had confirmed that they were
engaged in discussions concerning a possible business combination; on October
16, 1997, Zurich and B.A.T announced that they had entered into an Agreement in
Principle, dated as of October 15, 1997 (the "Agreement in Principle"), to merge
B.A.T's financial services businesses with Zurich's businesses. The Merger
Agreement superseded the Agreement in Principle.
In order to effect this combination, Zurich and B.A.T first reorganized
their respective operations. Zurich became a subsidiary of a new Swiss holding
company, Zurich Allied AG, and Zurich shareholders became Zurich Allied AG
shareholders. At the same time, B.A.T separated its financial services business
from its tobacco-related businesses by spinning off to its shareholders a new
British company, Allied Zurich p.l.c., 22 Arlington Street, London, England SW1A
1RW, United Kingdom, which held B.A.T's financial services businesses.
Zurich Allied AG then contributed its interest in Zurich, and Allied Zurich
p.l.c. contributed the B.A.T financial services businesses, to a jointly owned
company, Zurich Financial Services ("Zurich Financial Services"), in each case
in exchange for shares of Zurich Financial Services. These transactions were
completed on September 7, 1998. As a result, upon the completion of the
Transaction, the former Zurich shareholders became the owners (through Zurich
Allied AG) of 57% of the voting stock of Zurich Financial Services, and former
B.A.T shareholders initially became the owners (through Allied Zurich p.l.c.) of
43% of the voting stock of Zurich Financial Services. Zurich Financial Services
now owns Zurich and the financial services businesses previously owned by B.A.T.
4
<PAGE> 13
Below is a simplified chart showing the corporate structure of Zurich
Financial Services after these transactions:
[ZURICH FINANCIAL SERVICES FLOW CHART]
Corporate Governance. At the closing of the Zurich-B.A.T Transaction, the
parties entered into a Governing Agreement that establishes the corporate
governance structure for Zurich Allied AG, Allied Zurich p.l.c. and Zurich
Financial Services.
The Board of Directors of Zurich Financial Services consists of ten
members, five of whom were initially selected by Zurich and five by B.A.T. Mr.
Rolf Huppi, Zurich's Chairman and Chief Executive Officer, became Chairman and
Chief Executive Officer of Zurich Financial Services. In addition to his vote by
virtue of
5
<PAGE> 14
his position on the Board of Directors, as Chairman, Mr. Huppi will have a tie-
breaking vote on all matters except recommendations of the Audit Committee,
recommendations of the Remuneration Committee in respect of the remuneration of
the Chairman and the CEO, appointment and removal of the Chairman and CEO,
appointments to the Nominations, Audit and Remuneration Committees and
nominations to the Board of Directors not made through the Nominations
Committee.
The Group Management Board of Zurich Financial Services has been given
responsibility by the Board of Directors for the executive management of Zurich
Financial Services and has wide authority for such purpose. Of the 11 initial
members of the Group Management Board, eight were members of the Corporate
Executive Board of Zurich (including Mr. Edmond D. Villani, CEO of Scudder
Kemper, who is responsible for Global Asset Management for Zurich Financial
Services), and three were B.A.T executives.
The Board of Directors of Zurich Allied AG initially consists of 11
members, eight of whom were Zurich directors and three of whom were proposed by
B.A.T. The Board of Directors of Allied Zurich p.l.c. also initially consists of
11 members, eight of whom were B.A.T directors and three of whom were proposed
by Zurich. The parties have agreed that, as soon as possible, the Boards of
Directors of Zurich Financial Services, Zurich Allied AG and Allied Zurich
p.l.c. will have identical membership.
Shareholder resolutions of Zurich Financial Services in general require
approval by at least 58% of all shares outstanding.
The Governing Agreement also contains provisions relating to dividend
equalization and provisions intended to ensure equal treatment of Zurich Allied
AG and Allied Zurich p.l.c. shareholders in the event of a takeover bid for
either company.
The B.A.T financial services businesses, which, since the closing of the
Transaction, are owned by Zurich Financial Services, include: the Farmers Group
of Insurance companies; Eagle Star Reinsurance Company Ltd., UK ("Eagle Star")
(which Zurich Financial Services has agreed to sell to GE Capital); Allied-
Dunbar, one of the leading U.K. unit-linked life insurance and pensions
companies; and Threadneedle Asset Management, which was formed initially to
manage the investment assets of Eagle Star and Allied-Dunbar, and which, at
December 31, 1997, had $58.8 billion under management. Overall, at year-end
1997, the financial services businesses of B.A.T had $79 billion in assets under
management, including $18 billion in third party assets.
Zurich has informed the Funds that the financial services businesses of
B.A.T do not include any of B.A.T's tobacco businesses and that, after careful
review, Zurich has concluded that the tobacco-related liabilities connected with
B.A.T's tobacco business should not adversely affect Zurich or the present
Zurich subsidiaries, including Scudder Kemper.
6
<PAGE> 15
Governance arrangements that were put in place at the time of the
acquisition of Zurich's 70% interest in Scudder Kemper (which are discussed
below under "Investment Manager") remain unaffected by the Transaction. These
arrangements preclude the making of certain major decisions affecting Scudder
Kemper without the approval of Scudder Kemper directors elected by the
non-Zurich shareholders of Scudder Kemper.
Consummation of the Zurich-B.A.T Transaction may be deemed to have
constituted an "assignment," as that term is defined in the 1940 Act, of each
Fund's Former Investment Management Agreement with Scudder Kemper. As required
by the 1940 Act, each of the Former Investment Management Agreements provided
for its automatic termination in the event of its assignment. Accordingly, a New
Investment Management Agreement between each Fund and Scudder Kemper was
approved by the Board members of each Fund and is now being proposed for
approval by stockholders of each Fund. Scudder Kemper has received an exemptive
order from the Securities and Exchange Commission (the "SEC" or the
"Commission") permitting each Fund to obtain stockholder approval of its New
Investment Management Agreement within 150 days after the consummation of the
Transaction, which occurred on September 7, 1998 (and, consequently, within 150
days after the termination of its Former Investment Management Agreement),
instead of before the consummation of the Transaction. Pursuant to the exemptive
order, the fees owed by each Fund under its investment management, advisory and
administration agreement are being held in escrow until the earlier of
stockholder approval of the Fund's New Investment Management Agreement or the
expiration of the 150 day period. A copy of the master form of New Investment
Management Agreement is attached hereto as Exhibit A. THE NEW INVESTMENT
MANAGEMENT AGREEMENT FOR EACH FUND IS SUBSTANTIALLY IDENTICAL TO THE
CORRESPONDING FORMER INVESTMENT MANAGEMENT AGREEMENT, EXCEPT FOR THE DATES OF
EXECUTION AND TERMINATION AND, IN THE CASE OF THE ARGENTINA FUND, INC., A
REDUCTION IN THE FEE RATE PAID TO THE INVESTMENT MANAGER. In addition, the
portfolio managers for each Fund will not change as a result of the Transaction.
The material terms of the Investment Management Agreements are described under
"Description of the Investment Management Agreements" below.
BOARD'S RECOMMENDATION
On various dates between July 22 and July 28, 1998, the Board of each Fund
met and the Board members of each Fund, including the Board members who are not
parties to such agreement or "interested persons" (as defined in the 1940 Act)
(the "Non-Interested Directors" or "Non-Interested Board members") of any such
party, voted to approve the New Investment Management Agreements and to
recommend approval to the stockholders of each applicable Fund. On October 27,
1998, the Board members of The Argentina Fund, Inc. approved a reduction in the
fee rate paid to the Investment Manager, effective
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<PAGE> 16
, 1998 (as described below under "Differences Between the Former and New
Investment Management Agreements").
For information about the Boards' deliberations and the reasons for their
recommendation, please see "Board's Evaluation" below.
BOARD'S EVALUATION
The Non-Interested Board members of each Fund have been aware of the
proposed Zurich-B.A.T Transaction since the announcement of the Agreement in
Principle on October 16, 1997. The Board members of each Fund were kept informed
by Scudder Kemper of significant subsequent developments regarding the
Transaction, including the execution of the Merger Agreement on December 22,
1997 and the receipt of necessary regulatory approvals.
In the course of the annual review by the Non-Interested Board members of
the continuance of the investment management, advisory and administration
agreements between each Fund and Scudder Kemper, Scudder Kemper furnished the
Board members with detailed information regarding the proposed Transaction,
including information provided to the shareholders of Zurich and B.A.T and
information regarding the structure of the Transaction, the resulting ownership
and governance arrangements of Zurich and the investment management business of
B.A.T expected to be acquired by Scudder Kemper following completion of the
Transaction. The Non-Interested Board members had the opportunity to consider
this information with the assistance of their independent counsel and to ask
questions of Scudder Kemper representatives. In the course of these
deliberations, Scudder Kemper advised the Non-Interested Board members that the
proposed Transaction would not have a material effect on the operations of the
Funds or on their stockholders.
During the course of their deliberations, the Non-Interested Directors
considered a variety of factors, including the nature, quality and extent of the
services furnished by Scudder Kemper to the Funds; the necessity of Scudder
Kemper's maintaining and enhancing its ability to retain and attract capable
personnel to serve the Funds; the investment record of Scudder Kemper in
managing the Funds; the experience of Scudder Kemper in the field of
international investing; Scudder Kemper's profitability from advising the Funds;
possible economies of scale; comparative data as to investment performance,
advisory fees and other fees, including administrative fees, and expense ratios,
particularly fees and expense ratios of funds with foreign investments,
including single country and regional funds, advised by Scudder Kemper and other
investment advisers; the risks assumed by Scudder Kemper; the advantages and
possible disadvantages to the Funds of having an adviser of the Funds which also
serves other investment companies as well as other accounts; possible benefits
to Scudder Kemper from serving as manager to the Funds and from affiliates of
Scudder Kemper serving as the Funds' fund accounting servicing agent and
shareholder servicing agent; financial and other benefits of Scudder Service
8
<PAGE> 17
Corporation receiving payment from the Funds for acting as shareholder servicing
agent; current and developing conditions in the financial services industry,
including the entry into the industry of large and well capitalized companies
which are spending and appear to be prepared to continue to spend substantial
sums to engage personnel and to provide services to competing investment
companies; the financial resources of Scudder Kemper and the continuance of
appropriate incentives to assure that Scudder Kemper will continue to furnish
high quality services to the Funds; and various other factors. The
Non-Interested Board members of each Fund considered the foregoing factors with
respect to each of the applicable Funds.
The Board of each Fund was advised that Zurich intends to rely on Section
15(f) of the 1940 Act, which provides a non-exclusive safe harbor for an
investment adviser to an investment company or any of the investment adviser's
affiliated persons (as defined in the 1940 Act) to receive any amount or benefit
in connection with a change in control of the investment adviser so long as two
conditions are met. First, for a period of three years after the transaction, at
least 75% of the board members of the investment company must not be "interested
persons" of the investment company's investment adviser or its predecessor
adviser. On or prior to the consummation of the Transaction, each of the Boards
was in compliance with this provision of Section 15(f). Second, an "unfair
burden" must not be imposed upon the investment company as a result of such
transaction or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden" is defined in Section 15(f) to
include any arrangement during the two-year period after the transaction whereby
the investment adviser, or any interested person of any such adviser, receives
or is entitled to receive any compensation, directly or indirectly, from the
investment company or its stockholders (other than fees for bona fide investment
advisory or other services) or from any person in connection with the purchase
or sale of securities or other property to, from or on behalf of the investment
company (other than bona fide ordinary compensation as principal underwriter for
such investment company). No such compensation agreements are contemplated in
connection with the Transaction. Zurich or its affiliates will pay the costs of
preparing and distributing proxy materials to, and of holding the meetings of,
the Funds' stockholders as well as other fees and expenses in connection with
the Transaction, including the fees and expenses of legal counsel and
consultants to the Funds and the Non-Interested Directors.
In addition to the foregoing factors, the Non-Interested Directors gave
careful consideration to the likely impact of the Transaction on the Scudder
Kemper organization. In this regard, the Non-Interested Directors considered,
among other things, the fact that the Transaction does not appear to alter in
any material respect the substantial autonomy afforded to Scudder Kemper
executives over Scudder Kemper's operations, the equity participation and
incentives for many Scudder Kemper employees, or Zurich's strategy for the
development of its asset management business through Scudder Kemper. Based on
the foregoing, the Non-Interested Directors concluded that the Transaction
should cause no reduc-
9
<PAGE> 18
tion in the quality of services provided to the Funds and believe that the
Transaction should enhance Scudder Kemper's capabilities and strengths.
DESCRIPTION OF THE INVESTMENT MANAGEMENT AGREEMENTS
Except as disclosed below, all Former and New Investment Management
Agreements are substantially identical. Under each Investment Management
Agreement, Scudder Kemper provides each Fund with continuing investment
management services. The Investment Manager makes investment decisions, prepares
and makes available research and statistical data and supervises the acquisition
and disposition of securities by each Fund, all in accordance with the Fund's
investment objectives and policies and in accordance with guidelines and
directions from the Fund's Board of Directors. The Investment Manager assists
each Fund as it may reasonably request in the conduct of the Fund's business,
subject to the direction and control of the Fund's Board of Directors. The
Investment Manager is required to maintain or cause to be maintained for each
Fund all books, records and reports and any other information required to be
maintained under the 1940 Act (and, with respect to The Brazil Fund, Inc. only,
to furnish or cause to be furnished all required reports or other information
under Brazilian securities laws) to the extent such books, records and reports
and any other information are not maintained by the Fund's custodian or other
agents of the Fund. The Investment Manager also supplies each Fund with office
space in New York and furnishes clerical services in the United States related
to research, statistical and investment work. The Investment Manager renders to
each Fund administrative services such as preparing reports to, and meeting
materials for, the Fund's Board of Directors and reports and notices to Fund
stockholders, preparing and making filings with the Securities and Exchange
Commission and other regulatory and self-regulatory organizations, including
preliminary and definitive proxy materials and post-effective amendments to the
Fund's registration statement, providing assistance in certain accounting and
tax matters and investor public relations, monitoring the valuation of portfolio
securities, calculation of net asset value and calculation and payment of
distributions to stockholders, and overseeing arrangements with the Fund's
custodian. The Investment Manager agrees to pay reasonable salaries, fees and
expenses of each Fund's officers and employees and any fees and expenses of the
Fund's directors who are directors, officers or employees of the Investment
Manager, except that each Fund bears travel expenses (or an appropriate portion
of those expenses) of directors and officers of the Fund who are directors,
officers or employees of the Investment Manager to the extent that such expenses
relate to attendance at meetings of the Board of Directors or any committees of
or advisors to the Board. During each Fund's most recent fiscal year, no
compensation, direct or otherwise (other than through fees paid to the
Investment Manager), was paid or became payable by the Fund to any of its
officers or Directors who were affiliated with the Investment Manager.
Under each Investment Management Agreement, each Fund pays or causes to be
paid all of its other expenses, including, among others, the following:
10
<PAGE> 19
organization and certain offering expenses (including out-of-pocket expenses,
but not including overhead or employee costs of the Investment Manager or of any
one or more organizations retained as an advisor or consultant to the Fund or,
in the case of The Brazil Fund, Inc. only, by the Fund or by the Investment
Manager as a Brazilian administrator or adviser of the Fund); legal expenses;
auditing and accounting expenses; telephone, facsimile, postage and other
communications expenses; taxes and governmental fees; stock exchange listing
fees; fees, dues and expenses incurred in connection with membership in
investment company trade organizations; fees and expenses of the Fund's
custodians, subcustodians, transfer agents and registrars, and accounting
agents; payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates and other expenses in connection with the issuance, offering,
distribution, sale or underwriting of securities issued by the Fund; expenses of
registering or qualifying securities of the Fund for sale; expenses related to
investor and public relations; freight, insurance and other charges in
connection with the shipment of the Fund's portfolio securities; brokerage
commissions or other costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of preparing and distributing reports, notices and
dividends to stockholders; expenses of the dividend reinvestment and cash
purchase plan (except for brokerage expenses paid by participants in such plan);
costs of stationery; any litigation expenses; and costs of stockholders' and
other meetings.
In return for the services provided by the Investment Manager as investment
manager, and the expenses it assumes under each Investment Management Agreement,
each Fund will pay the Investment Manager a monthly fee, which, on an annual
basis, is equal to the rate per annum of the value of the Fund's average weekly
net assets set forth in Appendix 4. The management, advisory and administration
fee rate for each Fund under the Investment Management Agreements is set forth
in Appendix 4 hereto. As of the end of each Fund's last fiscal year, each Fund
had net assets and paid an aggregate management, advisory and administration fee
to the Investment Manager during such period as also set forth in Appendix 4
hereto.
Under each Investment Management Agreement, the Investment Manager is
permitted to provide investment advisory services to other clients, including
clients which may invest in securities of issuers in the country in which a Fund
primarily invests and, in providing such services, may use information furnished
by advisors and consultants to a Fund and others. Conversely, information
furnished by others to the Investment Manager in providing services to other
clients may be useful to the Investment Manager in providing services to a Fund.
Under each Investment Management Agreement for The Argentina Fund, Inc.,
the Investment Manager shall pay to any entity retained by the Investment
Manager to provide sub-advisory services with respect to Argentine securities,
including the Argentine Adviser, the fees required pursuant to the sub-advisory
contract relating to the Fund between Investment Manager and the Argentine
11
<PAGE> 20
Adviser. In the event that the sub-advisory contract with the Argentine Adviser
is terminated, the Investment Manager is responsible for furnishing to the Fund
the services required to be performed by the Argentine Adviser or for arranging
for a successor sub-investment adviser on terms and conditions acceptable to the
Fund and subject to the requirements of the 1940 Act.
Under each Investment Management Agreement for The Brazil Fund, Inc., the
Investment Manager may retain the services of others, including a Brazilian
adviser, but at no additional cost to the Fund, in connection with its services
to the Fund.
Under each Investment Management Agreement for the Korea Fund, Inc. the
Investment Manager may retain the services of others, in addition to the Korean
Adviser, but at no additional cost to the Fund in connection with its services
to the Fund.
Each Investment Management Agreement may be terminated at any time without
payment of penalty by a Fund's Board of Directors, by vote of holders of a
majority of the outstanding voting securities of the Fund, or by the Investment
Manager on 60 days' written notice, but, in the case of The Brazil Fund, Inc.,
only after written notice to the Fund and to the Brazilian Comissao de Valores
Mobiliarios of not less than 60 days (or such longer period as may be required
by regulation). Each Investment Management Agreement automatically terminates in
the event of its assignment (as defined under the 1940 Act), provided that an
assignment to a corporate successor to all or substantially all of the Manager's
business or to a wholly-owned subsidiary of such corporate successor which does
not result in a change of actual control or management of the Manager's business
shall not be deemed to be an assignment for the purposes of any Investment
Management Agreement.
The Korea Fund, Inc.'s license to invest in Korean securities provides
that, should the Fund appoint a successor manager or Korean adviser or terminate
the services of the Investment Manager or the Korean Adviser, approval by the
Korean Minister of Finance and Economy would be required. The license provides
that such approval will not unreasonably be withheld.
Each Investment Management Agreement provides that the Investment Manager
is not liable for any act or omission, error of judgment or mistake of laws or
for any loss suffered by a Fund in connection with matters to which the
Investment Management Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Investment Manager
in the performance of its duties or from reckless disregard by the Investment
Manager of its obligations and duties under the Investment Management Agreement.
Each Investment Management Agreement also contains provisions that provide that
Scudder Kemper shall use its best efforts to seek the best overall terms
available in executing transactions for the Fund and selecting brokers and
dealers and shall consider on a continuing basis all factors it deems relevant,
including the consideration of the brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of
12
<PAGE> 21
1934) provided to the Fund and/or other accounts over which Scudder Kemper or an
affiliate exercises investment discretion. In addition, with respect to the
allocation of investment and sale opportunities among each Fund and other
accounts or funds managed by Scudder Kemper, each Investment Management
Agreement provides that Scudder Kemper shall allocate such opportunities in
accordance with procedures believed by Scudder Kemper to be equitable to each
entity.
In addition, the Investment Management Agreement for each of Scudder Global
High Income Fund, Inc., Scudder New Asia Fund, Inc. and Scudder New Europe Fund,
Inc. identifies Scudder Kemper as the exclusive licensee of the rights to use
and sublicense the names "Scudder," "Scudder Kemper Investments, Inc.," and
"Scudder, Stevens & Clark, Inc." (together the "Scudder Marks"). Under this
license, each applicable Fund has the non-exclusive right to use and sublicense
the Scudder name and marks as part of its name, and to use the Scudder Marks in
the Fund's investment products and services. This license continues only as long
as the Investment Management Agreement or any other investment advisory
agreement is in place, and only as long as Scudder Kemper continued to be a
licensee of the Scudder Marks from Scudder Trust Company, which is the owner and
licensor of the Scudder Marks. As a condition of the license, each applicable
Fund undertakes certain responsibilities and agrees to certain restrictions,
such as agreeing not to challenge the validity of the Scudder Marks or ownership
by Scudder Trust Company and the obligation to use the name within commercially
reasonable standards of quality. In the event the agreement is terminated, each
applicable Fund must not use a name likely to be confused with those associated
with the Scudder Marks. The Investment Management Agreement for each Fund also
contains a provision stating that such agreement supersedes all prior
agreements.
Scudder Kemper has acted as the Investment Manager for each Fund as of the
date set forth in Appendix 5 hereto. Also shown in Appendix 5 is the date of
each Former Investment Management Agreement, the date when each Former
Investment Management Agreement was last approved by the stockholders of each
Fund, the date when each New Investment Management Agreement was last approved
by the Directors of each Fund and the date to which each New Investment
Management Agreement was last continued. Each Former Investment Management
Agreement was last submitted to stockholders prior to its becoming effective, as
required by the 1940 Act, in connection with the Scudder-Zurich Transaction.
THE NEW INVESTMENT MANAGEMENT AGREEMENTS
The New Investment Management Agreement for each Fund, which is currently
in effect, is dated the date of the consummation of the Transaction, which
occurred on September 7, 1998. Each New Investment Management Agreement will be
in effect for an initial term ending on September 30, 1999, and may continue
thereafter from year to year only if specifically approved at least annually by
the vote of "a majority of the outstanding voting securities" of
13
<PAGE> 22
each Fund, or by the Board and, in either event, the vote of a majority of the
Non-Interested Directors, cast in person at a meeting called for such purpose.
In the event that stockholders of a Fund do not approve the New Investment
Management Agreement, it will terminate. In such event, each Board will take
such action as it deems to be in the best interests of the Fund and its
stockholders.
DIFFERENCES BETWEEN THE FORMER AND NEW INVESTMENT MANAGEMENT AGREEMENTS
The New Investment Management Agreements are substantially identical to the
Former Investment Management Agreements, except for the dates of execution and
termination. In addition, the New Investment Management Agreement of The
Argentina Fund, Inc. was amended on October 27, 1998 to reduce the fee rate paid
to the Investment Manager. The New Investment Management Agreement, as amended,
for The Argentina Fund, Inc. provides that the fee rate paid to the Investment
Manager has been reduced from 1.20% to .
INVESTMENT MANAGER
Scudder Kemper, an indirect subsidiary of Zurich which resulted from the
combination of the businesses of Scudder and Kemper in connection with the
Scudder-Zurich Transaction, is one of the largest and most experienced
investment counsel firms in the United States. Scudder was established in 1919
as a partnership and was restructured as a Delaware corporation in 1985. Scudder
launched its first fund in 1928. Kemper launched its first fund in 1948. Since
December 31, 1997, Scudder Kemper has served as investment adviser to both
Scudder and Kemper funds. As of August 31, 1998, Scudder Kemper has more than
$241.1 billion in assets under management. The principal source of Scudder
Kemper's income is professional fees received from providing continuing
investment advice. Scudder Kemper provides investment counsel for many
individuals and institutions, including insurance companies, endowments,
industrial corporations and financial and banking organizations.
Founded in 1872, Zurich is a multinational, public corporation organized
under the laws of Switzerland. Its home office (and the home offices of Zurich
Financial Services and Zurich Allied AG) is located at Mythenquai 2, 8002
Zurich, Switzerland. Historically, Zurich's earnings have resulted from its
operations as an insurer as well as from its ownership of its subsidiaries and
affiliated companies (the "Zurich Insurance Group"). Zurich and the Zurich
Insurance Group provide an extensive range of insurance products and services
and have branch offices and subsidiaries in more than 40 countries throughout
the world. Zurich owns approximately 70% of the Investment Manager, with the
balance owned by the Investment Manager's officers and employees.
14
<PAGE> 23
As stated above, Scudder Kemper is a Delaware corporation. Rolf Huppi* is
the Chairman of the Board and Director, Edmond D. Villani(#) is the President,
Chief Executive Officer and Director, Stephen R. Beckwith(#) is the Treasurer
and Chief Financial Officer, Kathryn L. Quirk(#) is the General Counsel, Chief
Compliance Officer and Secretary, Lynn S. Birdsong(#) is a Corporate Vice
President and Director, Cornelia M. Small(#) is a Corporate Vice President and
Director, Laurence Cheng* is a Director, and, effective November 1, 1998, each
of Gunther Gose(+) and William H. Bolinder(+) is a Director of the Investment
Manager. The principal occupation of each of Edmond D. Villani, Stephen R.
Beckwith, Kathryn L. Quirk, Lynn S. Birdsong and Cornelia M. Small is serving as
a Managing Director of the Investment Manager; the principal occupation of Rolf
Huppi is serving as an officer of Zurich; the principal occupation of Laurence
Cheng is serving as a senior partner of Capital Z Partners, an investment fund;
the principal occupation of Gunther Gose is serving as the Chief Financial
Officer of Zurich Financial Services; the principal occupation of William H.
Bolinder is serving as a member of the Group Executive Board of Zurich Financial
Services. Appendix 6 includes information regarding each Director and Officer of
each Fund who is associated with Scudder Kemper.
The outstanding voting securities of the Investment Manager are held of
record 36.63% by Zurich Holding Company of America ("ZHCA"), a subsidiary of
Zurich; 32.85% by ZKI Holding Corp. ("ZKIH"), a subsidiary of Zurich; 20.86% by
Stephen R. Beckwith, Lynn S. Birdsong, Kathryn L. Quirk, Cornelia M. Small and
Edmond D. Villani, in their capacity as representatives (the "Management
Representatives") of the Investment Manager's management holders and retiree
holders pursuant to a Second Amended and Restated Security Holders Agreement
(the "Security Holders Agreement") among the Investment Manager, Zurich, ZHCA,
ZKIH, the Management Representatives, the management holders, the retiree
holders and Edmond D. Villani, as trustee of Scudder Kemper Investments, Inc.
Executive Defined Contribution Plan Trust (the "Plan Trust"); and 9.66% by the
Plan Trust. There are no outstanding non-voting securities of the Investment
Manager.
In connection with the Scudder-Zurich Transaction (described above),
pursuant to which Zurich acquired a two-thirds interest in Scudder for $866.7
million in cash in December, 1997, Juris Padegs, a Director of each of The
Brazil Fund, Inc. and The Korea Fund, Inc., sold 93.1% of his holdings in
Scudder to Zurich for cash, and Daniel Pierce, a Director of each of Scudder New
Asia Fund, Inc. and Scudder New Europe Fund, Inc., sold 85.4% of his holdings in
Scudder to Zurich for cash.
- ------------------------------
* Mythenquai 2, Zurich, Switzerland
(#) 345 Park Avenue, New York, New York
(+) 1400 American Lane, Schaumburg, Illinois
15
<PAGE> 24
Pursuant to the Security Holders Agreement (which was entered into in
connection with the Scudder-Zurich Transaction), the Board of Directors of the
Investment Manager consists of four directors designated by ZHCA and ZKIH and
three directors designated by Management Representatives.
The Security Holders Agreement requires the approval of a majority of the
Scudder-designated directors for certain decisions, including changing the name
of Scudder Kemper, effecting an initial public offering before April 15, 2005,
causing Scudder Kemper to engage substantially in non-investment management and
related business, making material acquisitions or divestitures, making material
changes in Scudder Kemper's capital structure, dissolving or liquidating Scudder
Kemper, or entering into certain affiliated transactions with Zurich. The
Security Holders Agreement also provides for various put and call rights with
respect to Scudder Kemper stock held by persons who were employees of Scudder at
the time of the Scudder-Zurich Transaction, limitations on Zurich's ability to
purchase other asset management companies outside of Scudder Kemper, rights of
Zurich to repurchase Scudder Kemper stock upon termination of employment of
Scudder Kemper personnel, and registration rights for stock held by stockholders
of Scudder continuing after the Scudder-Zurich Transaction.
Directors, officers and employees of Scudder Kemper from time to time may
enter into transactions with various banks, including each Fund's custodian
bank. It is Scudder Kemper's opinion that the terms and conditions of those
transactions will not be influenced by existing or potential custodial or other
Fund relationships.
Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of Scudder
Kemper, computes net asset value and provides fund accounting services for each
Fund. Scudder Service Corporation ("SSC"), also a subsidiary of Scudder Kemper,
is the shareholding agent for each Fund. The table provided in Appendix 7 sets
forth for each Fund the respective fees paid to SFAC and SSC during the last
fiscal year of each Fund.
SFAC and SSC will continue to provide fund accounting and shareholding
agency services to the Funds, as described above, under the current arrangements
if the New Investment Management Agreements are approved.
Exhibit B sets forth (as of each fund's last fiscal year end, unless
otherwise noted) the fees and other information regarding investment companies
advised by Scudder Kemper that have similar investment objectives to any of the
Funds. (See Appendix 4 for information regarding the management, advisory and
administration fee rate, net assets and aggregate management, advisory and
administration fee paid for each Fund.)
BROKERAGE COMMISSIONS ON PORTFOLIO TRANSACTIONS
To the maximum extent feasible, Scudder Kemper places orders for portfolio
transactions through Scudder Investor Services, Inc. ("SIS"), Two Interna-
16
<PAGE> 25
tional Place, Boston, Massachusetts 02110, which in turn places orders on behalf
of the Funds with issuers, underwriters or other brokers and dealers. SIS is a
corporation registered as a broker/dealer and a subsidiary of Scudder Kemper.
SIS does not receive any commissions, fees or other remuneration from the Funds
for this service. In selecting brokers and dealers with which to place portfolio
transactions for a Fund, Scudder Kemper will not consider sales of shares of
funds currently advised by Scudder Kemper as a decision-making factor, although
it may place such transactions with brokers and dealers that sell shares of
funds currently advised by Scudder Kemper. When it can be done consistently with
the policy of obtaining the most favorable net results, Scudder Kemper may place
such orders with brokers and dealers who supply research, market and statistical
information to a Fund or to Scudder Kemper. Scudder Kemper is authorized when
placing portfolio transactions for equity securities to pay a brokerage
commission (to the extent applicable) in excess of that which another broker
might charge for executing the same transaction on account of the receipt of
research, market or statistical information. When it can be done consistently
with the policy of obtaining the most favorable net results, Scudder Kemper may
place such orders with brokers and dealers who supply research, market and
statistical information to a Fund or to Scudder Kemper. Allocation of portfolio
transactions is supervised by Scudder Kemper.
THE BOARD MEMBERS OF EACH FUND RECOMMEND THAT THE STOCKHOLDERS OF EACH
FUND VOTE IN FAVOR OF THIS PROPOSAL 1.
PROPOSAL 2: APPROVAL OR DISAPPROVAL OF
NEW RESEARCH AND ADVISORY AGREEMENTS
(FOR STOCKHOLDERS OF THE ARGENTINA FUND, INC. AND
THE KOREA FUND, INC. ONLY)
Scudder Kemper has entered into a Research and Advisory Agreement, on
behalf of The Argentina Fund, Inc., with Sociedad General de Negocios y Valores
S.A. ("Sociedad General" or the "Argentine Adviser"), pursuant to which the
Argentine Adviser furnishes information, investment recommendations, advice and
assistance to Scudder Kemper. The Research and Advisory Agreement between
Scudder Kemper and Sociedad General in effect prior to the Transaction, which is
described below (the "Former Argentine Sub-Advisory Agreement"), was dated
December 31, 1997 and went into effect upon the consummation of the
Scudder-Zurich Transaction. Scudder Kemper has also entered into a Research and
Advisory Agreement, on behalf of The Korea Fund, Inc., with Daewoo Capital
Management Co., Ltd. ("Daewoo" or the "Korean Adviser"), pursuant to which
Daewoo furnishes information, investment recommendations, advice and assistance
to Scudder Kemper. The Research and Advisory Agreement between Scudder Kemper
and Daewoo in effect prior to the Transaction, which is described below (the
"Former Korean Sub-Advisory Agreement," together with the Former Argentine
Sub-Advisory Agreement, the
17
<PAGE> 26
"Former Sub-Advisory Agreements"), was also dated December 31, 1997 and also
went into effect upon the consummation of the Scudder-Zurich Transaction.
Each Former Sub-Advisory Agreement provides that such agreement shall
automatically terminate in the event of the termination (due to assignment or
otherwise) of the applicable Fund's currently effective investment management
agreement. As discussed in Proposal 1, consummation of the Transaction may be
deemed to have constituted an "assignment," as that term is defined in the 1940
Act, of each Fund's Former Investment Management Agreement and may, therefore,
have caused a termination of each Former Sub-Advisory Agreement. (See Proposal 1
for more information regarding each Former Investment Management Agreement.)
Accordingly, a new sub-advisory agreement between Sociedad General and Scudder
Kemper, with respect to The Argentina Fund, Inc., (the "New Argentine
Sub-Advisory Agreement" and, together with the Former Argentine Sub-Advisory
Agreement, the "Argentine Sub-Advisory Agreements") and between Daewoo and
Scudder Kemper, with respect to The Korea Fund, Inc. (the "New Korean
Sub-Advisory Agreement" and, together with the Former Korean Sub-Advisory
Agreement, the "Korean Sub-Advisory Agreements"), each of which is also
described below, was approved by the Board members of each applicable Fund and
are now being proposed for approval by stockholders of each of The Argentina
Fund, Inc. and The Korea Fund, Inc., as applicable. (The New Argentine
Sub-Advisory Agreement and the New Korean Sub-Advisory Agreement are together
referred to herein as the "New Sub-Advisory Agreements" and the Argentine
Sub-Advisory Agreements and the Korean Sub-Advisory Agreements are together
referred to herein as the "Sub-Advisory Agreements.")
As with the New Investment Management Agreements, prior to approval by
stockholders of each New Sub-Advisory Agreement, any payments otherwise due
under such sub-advisory agreements will be held in escrow subject to stockholder
approval.
EACH NEW SUB-ADVISORY AGREEMENT IS SUBSTANTIALLY IDENTICAL TO ITS
CORRESPONDING FORMER SUB-ADVISORY AGREEMENT, EXCEPT FOR THE DATES OF EXECUTION
AND TERMINATION. The material terms of each Sub-Advisory Agreement are fully
described below. A form of New Argentine Sub-Advisory Agreement is attached
hereto as Exhibit C. A form of New Korean Sub-Advisory Agreement is attached
hereto as Exhibit D.
At its regularly scheduled, in-person meeting held on July 28, 1998 for The
Argentina Fund, Inc. and July 22, 1998 for The Korea Fund, Inc., the Board of
each Fund, including a majority of the Non-interested Directors, voted to
approve the corresponding New Sub-Advisory Agreement. In considering whether to
approve the corresponding New Sub-Advisory Agreement, each Board considered
similar factors to those it considered in approving the applicable Fund's New
Investment Management Agreement, to the extent applicable. (See Proposal 1 for
more information regarding the Board of Directors Evalua-
18
<PAGE> 27
tion.) In addition to the foregoing factors, (a) the Board of The Argentina
Fund, Inc. also considered the Argentine Adviser's position as a leading firm in
Argentina in developing investment research capabilities; information submitted
by the Argentine Adviser as to revenues and expenses; information relating to
the execution of portfolio transactions for The Argentina Fund, Inc. by an
affiliate of the Argentine Adviser; and various other factors; and (b) the Board
of The Korea Fund, Inc. also considered the Korean Adviser's position as a
leading firm in Korea in developing investment research capabilities;
information submitted by the Korean Adviser as to revenues and expenses;
information relating to the execution of portfolio transactions for The Korea
Fund, Inc. by an affiliate of the Korean Adviser; and various other factors.
THE ARGENTINE SUB-ADVISORY AGREEMENTS
Each Argentine Sub-Advisory Agreement provides that the Argentine Adviser
shall furnish Scudder Kemper with such information, investment recommendations,
advice and assistance as Scudder Kemper shall from time to time reasonably
request, although it does not have authority to make investment decisions on
behalf of The Argentina Fund, Inc. Information from the Argentine Adviser is
evaluated by Scudder Kemper's research department and portfolio managers, in
light of their own expertise and information from other sources, in making
investment decisions for The Argentina Fund, Inc.
In return for the services it renders under each Argentine Sub-Advisory
Agreements, the Argentine Adviser is be paid by Scudder Kemper monthly
compensation which, on an annual basis, is equal to 0.16% per annum of the
average of the values of the net assets of The Argentina Fund, Inc. on the last
business day of each week in the month for which the fee is computed. During the
fiscal year ended October 31, 1997, the fees paid by Scudder Kemper to the
Argentine Adviser, pursuant to the currently effective Argentine Sub-Advisory
Agreement amounted to $ .
Each Argentine Sub-Advisory Agreement further provides that the Argentine
Adviser shall not be liable for any act or omission in the course of, connected
with or arising out of any services to be rendered under the Argentine Sub-
Advisory Agreement, except by reason of willful misfeasance, bad faith or gross
negligence on the part of such Adviser in the performance of its duties or from
reckless disregard by the Argentine Adviser of its obligations and duties under
the Argentine Sub-Advisory Agreement.
Each Argentine Sub-Advisory Agreement may be terminated without penalty
upon sixty (60) days' written notice by either party, or by a majority vote of
the outstanding voting securities of The Argentina Fund, Inc., and, as stated
above, automatically terminates in the event of the termination of the Fund's
currently effective investment management agreement or in the event of its
assignment. On October 27, 1998, the Board of The Argentina Fund, Inc. approved
the termination of the New Argentine Sub-Advisory Agreement, effective December
28, 1998.
19
<PAGE> 28
ARGENTINE ADVISER
The Argentine Adviser, Sociedad General de Negocios y Valores S.A., an
investment adviser registered under the United States Investment Advisers Act of
1940, as amended (the "Advisers Act"), was organized in August 1991, and is 99%
owned by Banco General de Negocios ("BGN"), an Argentine bank. The Adviser is
located at Esmeralda 130, 7th Floor, Office "C" (1035) Buenos Aires, Argentina.
The Chairman of the Argentine Adviser is Armando Braun, the Vice Chairman
is Julio D. Barroero and the Director is Claudio G. Waidelich. Their business
address is Esmeralda 130, 7th Floor, Office "C", Buenos Aires, Argentina. The
Chairman of the Board of BGN is Jose E. Rohm and Carlos A. Rohm is the Vice
Chairman of the Board, each of whom is also located at the aforementioned
address. The directors of BGN are Rudolf W. Hug, Dr. Jose Maria Alvarez de
Toledo, Dr. Jose A. Martinez de Hoz, Dr. Carlos Felix Pando Casado, Hector E.
Puppo, Jorge E. Kalledey, Hansgeorg Hofmann, Adalbert Krieger Vasena, David C.
Mulford and Brian O'Neill. The Argentine stockholders of BGN are the Rohm,
Dodero and de Corral family interests, and the non-Argentine stockholders are
Credit Suisse First Boston, Chase International Limited, Dresdner Bank
Lateinamerika A.G. and Banca Nazionale del Lavoro SPA.
Orders for the purchase and sale of securities for The Argentina Fund,
Inc.'s portfolio may be placed with BGN and its affiliates as well as other
Argentine brokers and financial institutions.
The Former Argentine Sub-Advisory Agreement was last approved by
stockholders of The Argentina Fund, Inc. on October 28, 1997, in connection with
the Scudder-Zurich Transaction.
THE KOREAN SUB-ADVISORY AGREEMENTS
Each Korean Sub-Advisory Agreement provides that the Korean Adviser shall
furnish Scudder Kemper with information, investment recommendations, advice and
assistance, as Scudder Kemper from time to time reasonably requests. In
addition, each Korean Sub-Advisory Agreement provides that the Korean Adviser
shall maintain a separate staff within its organization to furnish such services
exclusively to Scudder Kemper. For the benefit of The Korea Fund, Inc., the
Korean Adviser has agreed to pay the fees and expenses of any Directors or
Officers of such Fund who are directors, officers or employees of the Korean
Adviser or its affiliates, except that the Fund has agreed to bear certain
travel expenses of such Director, Officer or employee to the extent such
expenses relate to the attendance as a director at a Board meeting of the Fund.
In return for the services it renders under each Korean Sub-Advisory
Agreement, the Korean Adviser is be paid by Scudder Kemper monthly compensation
which, on an annual basis, is equal to 0.2875% of the value of The Korea Fund,
Inc.'s net assets up to and including $50 million; 0.2750% of such assets on the
next $50 million; 0.2500% of such assets on the next $250 million;
20
<PAGE> 29
0.2375% of such assets on the next $400 million; and 0.2250% of such assets in
excess of $750 million. During the fiscal year ended June 30, 1998, the fees
paid by Scudder Kemper to the Korean Adviser, pursuant to the currently
effective Korean Sub-Advisory Agreement, amounted to $ .
Each Korean Sub-Advisory Agreement further provides that the Korean Adviser
shall not be liable for any act or omission in the course of, connected with or
arising out of any services to be rendered under the Korean Sub-Advisory
Agreement, except by reason of willful misfeasance, bad faith or gross
negligence on the part of the Korean Adviser in the performance of its duties or
from reckless disregard by the Korean Adviser of its obligations and duties
under the Korean Sub-Advisory Agreement.
Each Korean Sub-Advisory Agreement may be terminated without penalty upon
sixty (60) days' written notice by either party, or by a majority vote of the
outstanding voting securities of The Korea Fund, Inc., and, as stated above,
automatically terminates in the event of the termination of The Korea Fund,
Inc.'s currently effective investment management agreement or in the event of
its assignment.
KOREAN ADVISER
The Korean Adviser, Daewoo Capital Management Co., Ltd., an investment
adviser registered under the Advisers Act, was organized in February 1988 under
the laws of the Republic of Korea. The Korean Adviser is wholly owned by Daewoo
Securities Co., Ltd. ("Daewoo Securities"), Daewoo Securities Building, 34-3
Youido-dong, Yongdungpo-gu, Seoul, Korea, the largest Korean securities firm in
terms of paid-in-capital and revenues in 1996 and an underwriter in the Fund's
first four public offerings. Daewoo Securities is affiliated with Daewoo
Corporation, a conglomerate headquartered in Seoul, Korea. Daewoo Corporation
and certain affiliates of Daewoo Corporation own approximately 12.98% of Daewoo
Securities. The table below sets forth the name, principal occupation and
address of the principal executive officer and each director of the Korean
Adviser.
<TABLE>
<CAPTION>
NAME AND POSITION
WITH THE KOREAN ADVISER PRINCIPAL OCCUPATION ADDRESS
- ----------------------- -------------------- -------
<S> <C> <C>
Se-Geun Lee President, Daewoo Capital 17-805 Hyundai Apt.,
President Management Co., Ltd. Mynngil-Dong,
Kangdong-Gu, Seoul,
Korea
Dong-Wook Park Director Director, Daewoo Capital 707-203 Jungbal Town,
Management Co., Ltd. 1004 Madu-Dong, Koyang,
Kyungki Province, Korea
</TABLE>
21
<PAGE> 30
<TABLE>
<CAPTION>
NAME AND POSITION
WITH THE KOREAN ADVISER PRINCIPAL OCCUPATION ADDRESS
- ----------------------- -------------------- -------
<S> <C> <C>
Ki-Ho Ohm Auditor, Daewoo Capital 327-301 Mokdong
Auditor Management Co., Ltd. New Complex Apt.,
Yangchun-Gu, Seoul,
Korea
</TABLE>
During the fiscal year ended June 30, 1998, Daewoo Securities, with respect
to portfolio transactions for The Korea Fund, Inc. was paid $ , which
amounted to % of total brokerage commissions paid. The Korea Fund, Inc.'s
Korean Adviser is a subsidiary of Daewoo Securities.
The Former Korean Sub-Advisory Agreement was last approved by stockholders
of The Korea Fund, Inc. on October 21, 1997, in connection with the
Scudder-Zurich Transaction.
THE NEW SUB-ADVISORY AGREEMENTS
Each New Sub-Advisory Agreement, which is currently in effect, is dated as
of the date of the consummation of the Transaction, which occurred on September
7, 1998. Each New Sub-Advisory Agreement provides that it will be in effect for
an initial term ending on September 30, 1999, and may continue thereafter from
year to year if specifically approved at least annually by the vote of "a
majority of the outstanding voting securities" of the applicable Fund, or by the
applicable Fund's Board and, in either event, the vote of a majority of the
applicable Fund's Directors who are not parties to the agreement or interested
persons of any such party, cast in person at a meeting called for such purpose.
As stated above, on October 27, 1998, the Board of The Argentina Fund, Inc.
approved the termination of the New Argentine Sub-Advisory Agreement effective
December 28, 1998. In the event that stockholders of a Fund do not approve the
Fund's New Sub-Advisory Agreement, it will terminate. In such event, each
applicable Board will take such action as it deems to be in the best interests
of the applicable Fund and its stockholders.
DIFFERENCES BETWEEN THE FORMER AND NEW SUB-ADVISORY AGREEMENTS
Each New Sub-Advisory Agreement is substantially identical to the
corresponding Former Sub-Advisory Agreement, except for the dates of execution
and termination.
THE BOARD MEMBERS OF EACH FUND RECOMMEND THAT THE STOCKHOLDERS OF EACH
APPLICABLE FUND VOTE IN FAVOR OF THIS PROPOSAL 2.
22
<PAGE> 31
ADDITIONAL INFORMATION
GENERAL
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 Zurich or its affiliates. In addition to solicitation
by mail, certain officers and representatives of each Fund, 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. As the Special Meeting date approaches, certain
stockholders of each 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 stockholders of each Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. The Directors believe that these procedures are reasonably designed to
ensure that the identity of the stockholder casting the vote is accurately
determined and that the voting instructions of the stockholder are accurately
determined.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask for each stockholder's full name, address, social security or
employer identification number, title (if the stockholder is authorized to act
on behalf of an entity, such as a corporation), and the number of shares owned,
and to confirm that the stockholder 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 Proposals on the proxy card, and ask for the stockholder's instructions on
the Proposals. The SCC representative, although he or she is permitted to answer
questions about the process, is not permitted to recommend to the stockholder
how to vote, other than to read any recommendation set forth in the Proxy
Statement. SCC will record the stockholder's instructions on the card. Within 72
hours, the stockholder will be sent a letter or mailgram to confirm his or her
vote and asking the stockholder to call SCC immediately if his or her
instructions are not correctly reflected in the confirmation.
If a stockholder wishes to participate in the Special Meeting, but does not
wish to give a proxy by telephone, the stockholder may still submit the proxy
card originally sent with the Proxy Statement or attend in person. Should
stockholders require additional information regarding the proxy or replacement
proxy cards, they may contact SCC toll-free at 1-800-248-2681, ext. 429. Any
23
<PAGE> 32
proxy given by a stockholder, whether in writing or by telephone, is revocable
until voted at the Special Meeting.
PROPOSALS OF STOCKHOLDERS
Stockholders wishing to submit proposals for inclusion in a proxy statement
for the 1999 meeting of stockholders of a Fund, should send their written
proposals to the particular Fund, at 245 Park Avenue, New York, New York 10154,
by February 12, 1999 in the case of Scudder New Europe Fund, Inc., by February
19, 1999 in the case of each of Scudder Global High Income Fund, Inc., The
Argentina Fund, Inc. and The Brazil Fund, Inc., by April 14, 1999 in the case of
The Korea Fund, Inc. and by April 23, 1999 in the case of Scudder New Asia Fund,
Inc. The timely submission of a proposal does not guarantee its inclusion.
Each Fund may exercise discretionary voting authority with respect to
stockholder proposals for the 1999 meeting of its stockholders which are not
included in the proxy statement and form of proxy, if notice of such proposals
is not received by a Fund at the above address on or before April 27 in the case
of Scudder New Europe Fund, Inc., May 5 in the case of each of Scudder Global
High Income Fund, Inc., The Argentina Fund, Inc. and the Brazil Fund, Inc., June
29, 1999 in the case of The Korea Fund, Inc. and July 7, 1999 in the case of
Scudder New Asia Fund, Inc. Even if timely notice is received, the Fund may
exercise discretionary voting authority in certain other circumstances.
Discretionary voting authority is the ability to vote proxies that stockholders
have executed and returned to the Fund on matters not specifically reflected on
the form of proxy.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
No Board member is aware of any matters that will be presented for action
at a Special Meeting other than the matters set forth herein. Should any other
matters requiring a vote of stockholders 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
each Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Boards of Directors,
/s/ Thomas F. McDonough
Thomas F. McDonough
Secretary
24
<PAGE> 33
EXHIBIT A
MASTER FORM OF
NEW INVESTMENT ADVISORY, MANAGEMENT
AND ADMINISTRATION AGREEMENT
AGREEMENT, dated and effective as of September 7, 1998 between [Name of
Fund], a Maryland corporation (herein referred to as the "Fund"), and SCUDDER
KEMPER INVESTMENTS, INC., a Delaware corporation (herein referred to as the
"Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained, it is
agreed by the parties as follows:
1. The Manager hereby undertakes and agrees, upon the terms and
conditions herein set forth, (i) to make investment decisions for the Fund,
to prepare and make available to the Fund research and statistical data in
connection therewith and to supervise the acquisition and disposition of
securities by the Fund, including the selection of brokers or dealers to
carry out the transactions, all in accordance with the Fund's investment
objective[s] and policies and in accordance with guidelines and directions
from the Fund's Board of Directors; (ii) to assist the Fund as it may
reasonably request in the conduct of the Fund's business, subject to the
direction and control of the Fund's Board of Directors; (iii) to maintain
or cause to be maintained for the Fund all books, records, reports and any
other information required under the Investment Company Act of 1940, as
amended (the "1940 Act"), [FOR THE BRAZIL FUND, INC. ONLY: and to furnish
or cause to be furnished all required reports or other information under
Brazilian securities laws,] [FOR THE KOREA FUND, INC. ONLY: and to furnish
or cause to be furnished all required reports or other information under
Korean securities laws] to the extent that such books, records and reports
and other information are not maintained or furnished by the custodian or
other agents of the Fund; (iv) to furnish at the Manager's expense for the
use of the Fund such office space and facilities as the Fund may require
for its reasonable needs in the City of New York and to furnish at the
Manager's expense clerical services in the United States related to
research, statistical and investment work; (v) to render to the Fund
administrative services such as preparing reports to and meeting materials
for the Fund's Board of Directors and reports and notices to stockholders,
preparing and making filings with the Securities and Exchange Commission
(the "SEC") and other regulatory and self -- regulatory organizations,
including preliminary and definitive proxy materials and post -- effective
amendments to the Fund's registration statement on Form N-2 under the
Securities Act of 1933, as amended, and the 1940 Act, as amended from time
to time, providing assistance in certain accounting and tax matters and
investor and public relations, monitoring the
A-1
<PAGE> 34
valuation of portfolio securities, assisting in the calculation of net
asset value and calculation and payment of distributions to stockholders,
and overseeing arrangements with the Fund's custodian, including the
maintenance of books and records of the Fund; and (vi) to pay the
reasonable salaries, fees and expenses of such of the Fund's officers and
employees (including the Fund's shares of payroll taxes) and any fees and
expenses of such of the Fund's directors as are directors, officers or
employees of the Manager; provided, however, that the Fund, and not the
Manager, shall bear travel expenses (or an appropriate portion thereof) of
directors and officers of the Fund who are directors, officers or employees
of the Manager to the extent that such expenses relate to attendance at
meetings of the Board of Directors of the Fund or any committees thereof or
advisers thereto. The Manager shall bear all expenses arising out of its
duties hereunder but shall not be responsible for any expenses of the Fund
other than those specifically allocated to the Manager in this paragraph 1.
In particular, but without limiting the generality of the foregoing, the
Manager shall not be responsible, except to the extent of the reasonable
compensation of such of the Fund's employees as are directors, officers or
employees of the Manager whose services may be involved, for the following
expenses of the Fund: organization and certain offering expenses of the
Fund (including out-of-pocket expenses, but not including overhead or
employee costs of the Manager or of any one or more organizations retained
[FOR THE BRAZIL FUND, INC. ONLY: by the Fund or by the Manager as a
Brazilian administrator or adviser of] [FOR THE KOREA FUND, INC. ONLY: by
the Fund or by the Manager as Korean adviser of] [FOR ALL OTHER FUNDS: as
an advisor or consultant to] the Fund); fees payable to the Manager and to
any advisor or consultants, including an advisory board, if applicable;
legal expenses; auditing and accounting expenses; telephone, telex,
facsimile, postage and other communication expenses; taxes and governmental
fees; stock exchange listing fees; fees, dues and expenses incurred by the
Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's custodians, subcustodians,
transfer agents and registrars; payment for portfolio pricing or valuation
services to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and other expenses in
connection with the issuance, offering, distribution, sale or underwriting
of securities issued by the Fund; expenses of registering or qualifying
securities of the Fund for sale; expenses relating to investor and public
relations; freight, insurance and other charges in connection with the
shipment of the Fund's portfolio securities; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of the Fund;
expenses of preparing and distributing reports, notices and dividends to
stockholders; costs of stationery; costs of stockholders' and other
meetings; litigation expenses; or expenses relating to the Fund's dividend
reinvestment and cash purchase plan (except for brokerage expenses paid by
participants in such plan).
A-2
<PAGE> 35
[FOR SCUDDER GLOBAL HIGH INCOME FUND, INC., SCUDDER NEW ASIA FUND, INC. AND
SCUDDER NEW EUROPE FUND, INC, ONLY: 2. As exclusive licensee of the rights to
use and sublicense the use of the "Scudder," "Scudder Kemper Investments, Inc."
and "Scudder, Stevens & Clark, Inc." trademarks (together, the "Scudder Marks"),
the Manager hereby grants the Fund a non-exclusive right and sublicense to use
(i) the "Scudder" name and mark as part of the Fund's name (the "Fund Name") and
(ii) the Scudder Marks in connection with the Fund's investment products and
services, in each case only for so long as this Agreement, any other investment
management agreement between the Fund and the Manager (or any organization which
shall have succeeded to the Manager's business as investment manager (the
"Manager's Successor")), or any extension, renewal or amendment hereof or
thereof remains in effect, and only for so long as the Manager is a licensee of
the Scudder Marks, provided, however, that the Manager agrees to use its best
efforts to maintain its license to use and sublicense the Scudder Marks. The
Fund agrees that it shall have no right to sublicense or assign rights to use
the Scudder Marks, shall acquire no interest in the Scudder Marks other than the
rights granted herein, that all of the Fund's uses of the Scudder Marks shall
inure to the benefit of Scudder Trust Company as owner and licensor of the
Scudder Marks (the "Trademark Owner"), and that the Fund shall not challenge the
validity of the Scudder Marks or the Trademark Owner's ownership thereof. The
Fund further agrees that all services and products it offers in connection with
the Scudder Marks shall meet commercially reasonable standards of quality, as
may be determined by the Manager or the Trademark Owner from time to time,
provided that the Manager acknowledges that the services and products the Fund
rendered during the one-year period preceding the date of this Agreement are
acceptable. At your reasonable request, the Fund shall cooperate with the
Manager and the Trademark Owner and shall execute and deliver any and all
documents necessary to maintain and protect (including but not limited to in
connection with any trademark infringement action) the Scudder Marks and/or
enter the Fund as a registered user thereof. At such time as this Agreement or
any other investment management agreement shall no longer be in effect between
the Manager (or the Manager's Successor) and the Fund, or the Manager no longer
is a licensee of the Scudder Marks, the Fund shall (to the extent that, and as
soon as, it lawfully can) cease to use the Fund Name or any other name
indicating that it is advised by, managed by or otherwise connected with the
Manager (Manager's Successor) or the Trademark Owner. In no event shall the Fund
use the Scudder Marks or any other name or mark confusingly similar thereto
(including, but not limited to, any name or mark that includes the name
"Scudder") if this Agreement or any other investment advisory agreement between
the Manager (or the Manager's Successor) and the Fund is terminated.]
[FOR THE KOREA FUND, INC. ONLY: 2. In connection with the rendering of the
services required under paragraph 1, the Fund and the Manager have entered into
an agreement dated the date hereof with Daewoo Capital Management Co., Ltd. to
furnish investment advisory services to the Manager pursuant to such
A-3
<PAGE> 36
agreement. The Manager may also contract with or consult with such banks,
other securities firms or other parties in Korea or elsewhere as it may deem
appropriate to obtain information and advice, including investment
recommendations, advice regarding economic factors and trends, advice as to
currency exchange matters, and clerical and accounting services and other
assistance, but any fee, compensation or expenses to be paid to any such parties
shall be paid by the Manager, and no obligation shall be incurred on the Fund's
behalf in any such respect.]
[FOR THE BRAZIL FUND, INC. ONLY: 2. In connection with the rendering of the
services required under paragraph 1, the Fund and the Manager have entered into
an agreement dated July 26, 1995 with Banco de Boston S.A., as amended from time
to time, to furnish administrative services to the Manager pursuant to such
agreement. The Manager may also contract with or consult with such banks, other
securities firms or other parties in Brazil or elsewhere as it may deem
appropriate to obtain information and advice, including investment
recommendations, advice regarding economic factors and trends, advice as to
currency exchange matters, and clerical and accounting services and other
assistance, but any fee, compensation or expenses to be paid to any such parties
shall be paid by the Manager, and no obligation shall be incurred on the Fund's
behalf in any such respect.]
In connection with the rendering of the services required under paragraph
1, the Fund and the Manager have entered into an agreement dated September 7,
1998 with Banco de Boston S.A., as amended from time to time, to furnish
administrative services to the Manager pursuant to such agreement. The Manager
may also contract with or consult with such banks, other securities firms or
other parties in [Brazil] or elsewhere as it may deem appropriate to obtain
information and advice, including investment recommendations, advice regarding
economic factors and trends, advice as to currency exchange matters, and
clerical and accounting services and other assistance, but any fee, compensation
or expenses to be paid to any such parties shall be paid by the Manager, and no
obligation shall be incurred on the Fund's behalf in any such respect.
[2.]3. The Fund agrees to pay to the Manager in United States dollars, as
full compensation for the services to be rendered and expenses to be borne by
the Manager hereunder, a monthly fee which, on an annual basis, is equal to
___ % per annum of the value of the Fund's average weekly net assets. Each
payment of a monthly fee to the Manager shall be made within the ten days next
following the day as of which such payment is so computed. [FOR THE ARGENTINA
FUND, INC. ONLY: The Manager shall pay any entity retained by the Manager to
provide investment sub-advisory services with respect to Argentine securities
(the "Argentine Adviser") the fees required pursuant to the sub-advisory
contract with the Argentine Adviser. In the event that the sub-advisory contract
with the Argentine Adviser is terminated, the Manager shall be responsible for
furnishing to the Fund the services required to be performed by the Argentine
Adviser under these arrangements or for arranging for a successor sub-invest-
A-4
<PAGE> 37
ment adviser on terms and conditions acceptable to the Fund and subject to the
requirements of the 1940 Act.] [FOR THE KOREA FUND, INC. ONLY: For purposes of
computing the monthly fee, the value of the net assets of the Fund shall be
determined as of the close of business on the last business day of each month;
provided, however, that the fee for the period from the end of the last month
ending prior to termination of this Agreement, for whatever reason, to date of
the termination shall be based on the value of the net assets of the Fund
determined as of the close of business on the date of termination and the fee
for such period through the end of the month in which such proceeds are received
shall be prorated according to the proportion which such period bears to a full
monthly period.] [FOR ALL OTHER FUNDS: Upon any termination of this Agreement
before the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement.]
The value of the net assets of the Fund shall be determined pursuant to the
applicable provisions of the Articles of Incorporation and By-laws of the Fund,
as amended from time to time.
[3.]4. The Manager agrees that it will not make a short sale of any
capital stock of the Fund or purchase any share of the capital stock of the Fund
otherwise than for investment.
[4.]5. In executing transactions for the Fund and selecting brokers or
dealers, the Manager shall use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Manager shall consider on a continuing basis all factors it
deems relevant, including, but not limited to, breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of any commission for
the specific transaction. In selecting brokers or dealers to execute a
particular transaction and in evaluating the best overall terms available, the
Manager may consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Fund and/or other accounts over which the Manager or an affiliate exercises
investment discretion.
[5.]6. Nothing herein shall be construed as prohibiting the Manager from
providing investment advisory services to, or entering into investment advisory
agreements with, other clients (including other registered investment
companies), including clients which may invest in securities [FOR SCUDDER GLOBAL
HIGH INCOME FUND, INC. ONLY: issued by issuers in emerging market countries]
[FOR SCUDDER NEW ASIA FUND, INC. ONLY: of Asian issuers] [FOR SCUDDER NEW EUROPE
FUND, INC. ONLY: of European issuers] [FOR THE ARGENTINA FUND, INC. ONLY: of
Argentine issuers] [FOR THE BRAZIL FUND, INC. ONLY: of Brazilian issuers] [FOR
THE KOREA FUND, INC. ONLY: of Korean issuers], or from utilizing (in providing
such services) information furnished to the Manager by [FOR THE BRAZIL FUND,
INC. ONLY: any Brazilian administrator and others as contemplated by sections 1
and 2 of this Agreement] [FOR THE KOREA FUND, INC. ONLY: Daewoo Capital Manage-
A-5
<PAGE> 38
ment Co., Ltd. and others as contemplated by sections 1 and 2 of this Agreement
or by] advisors and consultants to the Fund and others; nor shall anything
herein be construed as constituting the Manager as an agent of the Fund.
Whenever the Fund and one or more other accounts or investment companies
advised by the Manager have available funds for investment, investments suitable
and appropriate for each shall be allocated in accordance with procedures
believed by the Manager to be equitable to each entity. Similarly, opportunities
to sell securities shall be allocated in a manner believed by the Manager to be
equitable. The Fund recognizes that in some cases this procedure may adversely
affect the size of the position that may be acquired or disposed of for the
Fund. In addition, the Fund acknowledges that the persons employed by the
Manager to assist in the performance of the Manager's duties hereunder will not
devote their full time to such service and nothing contained herein shall be
deemed to limit or restrict the right of the Manager or any affiliate of the
Manager to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
[6.]7. The Manager may rely on information reasonably believed by it to be
accurate and reliable. Neither the Manager nor its officers, directors,
employees or agents shall be subject to any liability for any act or omission,
error of judgment or mistake of law, or for any loss suffered by the Fund, in
the course of, connected with or arising out of any services to be rendered
hereunder, except by reason of willful misfeasance, bad faith, or gross
negligence on the part of the Manager in the performance of its duties or by
reason of reckless disregard on the part of the Manager of its obligations and
duties under this Agreement. Any person, even though also employed by the
Manager, who may be or become an employee of the Fund and paid by the Fund shall
be deemed, when acting within the scope of his employment by the Fund, to be
acting in such employment solely for the Fund and not as an employee or agent of
the Manager.
[7.]8. This Agreement shall be in effect for an initial term ending on
September 30, 1999 and shall continue in effect from year to year thereafter,
but only so long as such continuance is specifically approved at least annually
by the affirmative vote of (i) a majority of the members of the Fund's Board of
Directors who are not parties to this Agreement or interested persons of any
party to this Agreement, or of any entity regularly furnishing investment
advisory services with respect to the Fund pursuant to an agreement with any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) a majority of the Fund's Board of Directors or
the holders of a majority of the outstanding voting securities of the Fund. This
Agreement may nevertheless be terminated at any time without penalty, on 60
days' written notice, by the Fund's Board of Directors, by vote of holders of a
majority of the outstanding voting securities of the Fund, or by the Manager
[FOR THE BRAZIL FUND, INC. ONLY: but only after written notice to the Fund and
to the Comissao de
A-6
<PAGE> 39
Valores Mobiliarios of not less than 60 days (or such longer period as may be
required under the Regulations of the National Monetary Council).]
This Agreement shall automatically be terminated in the event of its
assignment, provided that an assignment to a corporate successor to all or
substantially all of the Manager's business or to a wholly-owned subsidiary of
such corporate successor which does not result in a change of actual control or
management of the Manager's business shall not be deemed to be an assignment for
the purposes of this Agreement. Any notice to the Fund or the Manager shall be
deemed given when received by the addressee.
[8.]9. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by either party hereto, except as permitted under
the 1940 Act or rules and regulations adopted thereunder. It may be amended by
mutual agreement, but only after authorization of such amendment by the
affirmative vote of (i) the holders of a majority of the outstanding voting
securities of the Fund, and (ii) a majority of the members of the Fund's Board
of Directors who are not parties to this Agreement or interested persons of any
party to this Agreement, or of any entity regularly furnishing investment
advisory services with respect to the Fund pursuant to an agreement with any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
[9.]10. This Agreement shall be construed in accordance with the laws of
the State of New York, without giving effect to the conflicts of laws principles
thereof, provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act. As used herein, the terms "interested person,"
"assignment," and "vote of a majority of the outstanding voting securities"
shall have the meanings set forth in the 1940 Act.
[10.]11. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
[11.]12. This Agreement supersedes all prior investment advisory,
management, and/or administration agreements in effect between the Fund and the
Manager.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
officers thereunto duly authorized as of the day and year first written above.
[Name of Fund]
By:
------------------------------------------------------------
Title: President
SCUDDER KEMPER INVESTMENTS, INC.
By:
------------------------------------------------------------
A-7
<PAGE> 40
(This page intentionally left blank)
<PAGE> 41
EXHIBIT B
INVESTMENT OBJECTIVES AND ADVISORY FEES
FOR FUNDS NOT INCLUDED IN THIS PROXY STATEMENT AND
ADVISED BY SCUDDER KEMPER INVESTMENTS, INC.
SCUDDER FUNDS+
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE NET ASSETS
---- --------- -------- ----------
<S> <C> <C> <C>
GLOBAL INCOME FUNDS
Scudder Emerging Markets High current income and, 1.000% of net assets $ 323,628,082
Income Fund secondarily, long term capital
appreciation by investing
primarily in high-yielding
debt securities issued by
governments and corporations
in emerging markets.
Scudder Global Bond Fund Total return with an emphasis 0.750% to $1 billion $ 135,113,465
on current income by investing 0.700% thereafter++
primarily in high-grade bonds
denominated in foreign
currencies and the U.S.
dollar. As a secondary
objective, the Fund will seek
capital appreciation.
Scudder International Bond Income primarily by investing 0.850% to $1 billion $ 145,818,767
Fund in a managed portfolio of 0.800% thereafter++
high-grade international bonds
and, secondarily, protection
and possible enhancement of
principal value by actively
managing currency, bond market
and maturity exposure and by
security selection.
ASSET ALLOCATION FUNDS
Scudder Pathway International Maximize total return, There will be no fee as $ 11,728,045
Portfolio consisting of capital the Manager will receive
appreciation plus dividend a fee from the
income and interest by underlying funds.
investing in a select mix of
established international and
global Scudder Funds.
GLOBAL GROWTH FUNDS
Global Discovery Fund Above-average capital 1.100% of net assets $ 349,121,954
appreciation over the long
term by investing primarily in
the equity securities of small
companies located throughout
the world.
Scudder Emerging Markets Long term growth of capital 1.25% of net assets++ $ 219,624,481
Growth Fund primarily through equity
investment in emerging markets
around the globe.
</TABLE>
B-1
<PAGE> 42
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE NET ASSETS
---- --------- -------- ----------
<S> <C> <C> <C>
Scudder Global Fund Long term growth of capital 1.000% to $500 million $1,766,207,742
through a diversified 0.950% next $500 million
portfolio of marketable 0.900% next $500 million
securities, primarily equity 0.850% over $1.5 billion
securities, including common
stock, preferred stocks and
debt securities convertible
into common stocks.
Scudder Gold Fund Maximum return (principal 1.000% of net assets $ 132,131,545
change and income) consistent
with investing in a portfolio
of gold-related equity
securities and gold.
Scudder Greater Europe Growth Long term growth of capital 1.00% to $1 billion $ 195,514,335
Fund through investments primarily 0.90% thereafter*
in the equity securities of
European companies.
Scudder International Fund Long term growth of capital 0.900% to $500 million $2,884,919,345
primarily from foreign equity 0.850% next $500 million
securities. 0.800% next $1 billion
0.750% next $1 billion
0.700% thereafter
Scudder International Growth Long term growth of capital 1.000% of net assets++ $ 48,880,164
and Income Fund and current income primarily
from foreign equity
securities.
Scudder International Growth Long term capital appreciation 1.000% of net assets N/A**
Fund through investment primarily
in the equity securities of
foreign companies with high
growth potential.
Scudder International Value Long term capital appreciation 1.000% of net assets N/A**
Fund through investment primarily
in undervalued foreign equity
securities.
Scudder Latin America Fund Long term capital appreciation 1.250% to $1 billion $ 882,555,049
through investment primarily 1.150% thereafter
in the securities of Latin
American issuers.
Scudder Pacific Opportunities Long term growth of capital 1.100% of net assets $ 147,276,692
Fund primarily through investment
in the equity securities of
Pacific Basin companies,
excluding Japan.
The Japan Fund, Inc. Long term capital appreciation 0.850% to $100 million $ 265,181,931
through investment primarily 0.750% next $200 million
in equity securities, 0.700% next $300 million
(including American Depository 0.650% thereafter
Receipts) of Japanese
companies.
CLOSED-END FUNDS
Montgomery Street Income High level of current income 0.500% to $150 million $ 207,315,702
Securities, Inc. consistent with prudent 0.450% next $50 million
investment risks through a 0.400% thereafter
diversified portfolio
primarily of debt securities.
</TABLE>
B-2
<PAGE> 43
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE NET ASSETS
---- --------- -------- ----------
<S> <C> <C> <C>
Scudder Spain and Portugal Long term capital appreciation Adviser: $ 112,909,567
Fund, Inc. through investment primarily 1.000% of net assets
in equity securities of Administrator:
Spanish & Portuguese issuers. 0.200% of net assets
INSURANCE PRODUCTS
Scudder Variable Life Above-average capital 0.975% of net assets++ $ 20,115,141
Investment Fund Global appreciation over the long
Discovery Portfolio term by investing primarily in
the equity securities of small
companies located throughout
the world.
Scudder Variable Life Long term growth of capital 0.875% to $500 million $ 427,237,880
Investment Fund principally from a diversified 0.725% thereafter
International Portfolio portfolio of foreign equity
securities.
AARP FUNDS
AARP Global Growth Fund Long term capital growth, 0.350% to $2 billion $ 148,029,373
consistent with a share price 0.330% next $2 billion
more stable than other global 0.300% next $2 billion
funds, through investment 0.280% next $2 billion
primarily in common stocks of 0.260% next $3 billion
established corporations in a 0.250% next $3 billion
wide variety of developed 0.240% thereafter
countries. INDIVIDUAL FUND FEE
0.550% of net assets
AARP International Growth and Long term capital growth, 0.350% to $2 billion $ 20,259,062
Income Fund consistent with a share price 0.330% next $2 billion
more stable than other 0.300% next $2 billion
international mutual funds, 0.280% next $2 billion
through investment primarily 0.260% next $3 billion
in a diversified portfolio of 0.250% next $3 billion
foreign common stocks with 0.240% thereafter++
above-average dividend yields INDIVIDUAL FUND FEE
and foreign securities 0.600% of net assets
convertible into common
stocks.
</TABLE>
- ------------------------------
+ The information provided below is shown as of the end of each Fund's last
fiscal year, unless otherwise noted.
++ Subject to waivers and/or expense limitations.
* The addition of this breakpoint is effective 10/1/98.
** Fee information is not available for Scudder International Growth Fund and
Scudder International Value Fund, each of which commenced operations on
September 1, 1998.
B-3
<PAGE> 44
KEMPER FUNDS(+)
<TABLE>
<CAPTION>
TRUST/FUND OBJECTIVE FEE RATE NET ASSETS
---------- --------- -------- ----------
<S> <C> <C> <C>
GLOBAL AND INTERNATIONAL FUNDS
Kemper Asian Growth Fund Long-term capital growth by 0.850% to $250 million $ 6,398,000
investing in a diversified 0.820% next $750 million
portfolio of Asian equity 0.800% next $1.5 billion
securities. 0.780% next $2.5 billion
0.750% next $2.5 billion
0.740% next $2.5 billion
0.730% next $2.5 billion
0.720% thereafter**
Kemper Emerging Markets Long-term growth of capital 1.250% of net assets** $ 1,147,000@
Growth Fund primarily through equity
investment in emerging
markets around the globe.
Kemper Emerging Markets High current income and, 1.000% of net assets** $ 5,616,000@
Income Fund secondarily, long-term
capital appreciation.
Kemper Europe Fund Long-term capital growth by 0.750% to $250 million $ 23,910,000
investing in a diversified 0.720% next $750 million
portfolio of European equity 0.700% next $1.5 billion
securities. 0.680% next $2.5 billion
0.650% next $2.5 billion
0.640% next $2.5 billion
0.630% next $2.5 billion
0.620% thereafter
Kemper Global Blue Chip Fund Long-term growth of capital 1.000% to $250 million $ 3,663,000@
through a diversified 0.950% next $750 million
worldwide portfolio of 0.900% thereafter**
marketable securities,
primarily equity securities.
Kemper Global Income Fund High current income 0.750% to $250 million $ 99,054,000
consistent with prudent total 0.720% next $750 million
return asset management by 0.700% next $1.5 billion
investing in a portfolio of 0.680% next $2.5 billion
investment grade foreign and 0.650% next $2.5 billion
domestic fixed income 0.640% next $2.5 billion
securities. 0.630% next $2.5 billion
0.620% thereafter
Kemper International Fund Total return, a combination 0.750% to $250 million $ 588,069,000
of capital growth and income, 0.720% next $750 million
principally through an 0.700% next $1.5 billion
internationally diversified 0.680% next $2.5 billion
portfolio of equity 0.650% next $2.5 billion
securities. 0.640% next $2.5 billion
0.630% next $2.5 billion
0.620% thereafter
Kemper International Growth Long-term growth of capital 1.000% of net assets** $ 1,556,000@
and Income Fund and income, primarily from
foreign equity securities.
Kemper Latin America Fund Long-term capital 1.250% to $250 million $ 1,441,000@
appreciation through 1.200% next $750 million
investment primarily in the 1.150% thereafter**
securities of Latin American
issuers.
</TABLE>
B-4
<PAGE> 45
<TABLE>
<CAPTION>
TRUST/FUND OBJECTIVE FEE RATE NET ASSETS
---------- --------- -------- ----------
<S> <C> <C> <C>
ASSET ALLOCATION FUNDS
Kemper Horizon 10+ Portfolio A balance between growth of 0.580% to $250 million $ 106,339,000
capital and income, 0.550% next $750 million
consistent with moderate 0.530% next $1.5 billion
risk. 0.510% next $2.5 billion
0.480% next $2.5 billion
0.460% next $2.5 billion
0.440% next $2.5 billion
0.420% thereafter
Kemper Horizon 20+ Portfolio Growth of capital and, 0.580% to $250 million $ 110,076,000
secondarily, income. 0.550% next $750 million
0.530% next $1.5 billion
0.510% next $2.5 billion
0.480% next $2.5 billion
0.460% next $2.5 billion
0.440% next $2.5 billion
0.420% thereafter
Kemper Horizon 5 Portfolio Income consistent with 0.580% to $250 million $ 55,335,000
preservation of capital and, 0.550% next $750 million
secondarily, growth of 0.530% next $1.5 billion
capital. 0.510% next $2.5 billion
0.480% next $2.5 billion
0.460% next $2.5 billion
0.440% next $2.5 billion
0.420% thereafter
CLOSED-END FUNDS
The Growth Fund of Spain, Long-term capital 1.000% of net assets(1) $ 315,059,000
Inc. appreciation by investing
primarily in equity
securities of Spanish
companies.
Kemper High Income Trust Highest current income 0.850% of net assets(1) $ 222,919,000
obtainable consistent with
reasonable risk with capital
gains secondary.
Kemper Intermediate High current income 0.800% of net assets(1) $ 267,218,000
Government Trust consistent with preservation
of capital by investing in
U.S. and foreign government
securities.
Kemper Multi-Market Income High current income 0.850% of net assets(1) $ 217,508,000
Trust consistent with prudent total
return asset management by
investing in a diversified
portfolio of investment grade
tax-exempt securities.
Kemper Municipal Income High level of current income 0.550% of net assets(1) $ 686,179,000
Trust exempt from federal income
tax.
</TABLE>
B-5
<PAGE> 46
<TABLE>
<CAPTION>
TRUST/FUND OBJECTIVE FEE RATE NET ASSETS
---------- --------- -------- ----------
<S> <C> <C> <C>
Kemper Strategic Income Fund High current income by 0.850% of net assets(1) $ 53,129,000
investing its assets in a
combination of lower-rated
corporate fixed-income
securities, fixed-income
securities of emerging market
and other foreign issuers
and, fixed-income securities
of the U.S. Government and
its agencies and
instrumentalities and private
mortgage-backed issuers.
Kemper Strategic Municipal High level of current income 0.600% of net assets(1) $ 130,895,000
Income Trust exempt from federal income
tax by investing in a
diversified portfolio of
tax-exempt municipal
securities.
ANNUITY PRODUCTS
Kemper Global Blue Chip Long-term growth of capital 1.000% to $250 million N/A*
Portfolio through diversified worldwide 0.950% next $750 million
portfolio of marketable 0.900% thereafter
securities, primarily equity
securities.
Kemper Global Income High current income 0.750% of net assets $ 2,145,000
Portfolio consistent with prudent total
return asset management.
Kemper International Growth Long-term growth of capital 1.000% of net assets N/A*
and Income Portfolio and current income, primarily
from foreign equity
securities.
Kemper International Total return, a combination 0.750% of net assets $ 200,046,000
Portfolio of capital growth and income,
principally through an
internationally diversified
portfolio of equity
securities.
</TABLE>
- ------------------------------
(+) The information provided below is shown as of the end of each Fund's last
fiscal year, unless otherwise noted.
* Fee information is not available for Kemper Global Blue Chip Portfolio and
Kemper International Growth and Income Portfolio, each of which commenced
operations on May 5, 1998;
** Subject to waivers and/or reimbursements.
*** Net asset information is provided as of the semi-annual period ended April
30, 1998.
@ Net asset information is provided as of the semi-annual period ended March
31, 1998.
(1) Based on average weekly net assets.
B-6
<PAGE> 47
EXHIBIT C
FORM OF
NEW ARGENTINE SUB-ADVISORY AGREEMENT
RESEARCH AND ADVISORY AGREEMENT
SCUDDER KEMPER INVESTMENTS, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
September 7, 1998
Sociedad General de Negocios y Valores S.A.
Esmeralda 120
Piso 7 "C"
Buenos Aires 1035, Republica Argentina
Dear Sirs,
Scudder Kemper Investments, Inc. (the "Investment Manager") has entered
into an Investment Advisory, Management and Administration Agreement dated as of
September 7, 1998 with The Argentina Fund, Inc., a Maryland corporation (the
"Fund"), pursuant to which the Investment Manager is to act as investment
adviser to and manager of the Fund.
The Investment Manager wishes to avail itself of your investment advisory
services (the "Argentine Adviser"). Accordingly, the Investment Manager, with
the acceptance of the Fund, hereby agree with you as follows for the duration of
this agreement:
1. The Argentine Adviser upon the terms and conditions herein set
forth shall serve as the Fund's Argentine adviser and, as such, shall
furnish to the Investment Manager on behalf of the Fund such information,
investment recommendations, advice and assistance as the Investment Manager
shall from time to time reasonably request.
The Argentine Adviser agrees that neither the Investment Manager nor
the Fund shall be responsible for fees, salaries or other compensation due
to directors, officers or employees of the Argentine Adviser. The Argentine
Adviser undertakes to indemnify and hold the Investment Manager and the
Fund harmless against any potential claims by any such director, officer or
employee for fees, salaries or other compensation (and any related
expenses) based on services performed for the Fund or the Investment
Manager other than those that either the Fund or the Investment Manager
have agreed to bear.
2. The Investment Manager shall pay to the Argentine Adviser, as full
compensation for the services to be rendered and expenses to be borne by
the Argentine Adviser hereunder, a monthly fee payable in U.S. dollars
which, on an annual basis, shall be equal to 0.16 percent of the value of
the
C-1
<PAGE> 48
Fund's average weekly net assets. The Argentine Adviser shall have no right
to obtain compensation directly from the Fund for services provided
hereunder and agrees to look solely to the Investment Manager for payment
of fees due.
3. The Argentine Adviser agrees that it will not make a short sale of
any capital stock of the Fund, or purchase any share of the capital stock
of the Fund otherwise than for investment.
4. Nothing herein or in the agreement contemplated herein shall be
construed as prohibiting the Argentine Adviser from providing investment
advisory services to, or entering into investment advisory agreements with,
other clients (including other U.S. registered investment companies),
including clients which may invest in securities of Argentine issuers, or
from utilizing (in providing such services) information furnished to the
Investment Manager; nor shall anything herein be construed as constituting
the Argentine Adviser an agent of the Investment Manager.
5. The Argentine Adviser may rely on information reasonably believed
by it to be accurate and reliable. Neither the Argentine Adviser nor its
officers, directors, employees or agents shall be subject to any liability
for any act or omission, error of judgment or mistake of law, or for any
loss suffered by the Fund or the Investment Manager, in the course of,
connected with or arising out of any services to be rendered hereunder,
except by reason of willful misfeasance, bad faith or gross negligence on
the part of the Argentine Adviser in the performance of its duties or by
reason of reckless disregard on the part of the Argentine Adviser of its
obligations and duties under the agreement contemplated herein.
6. Neither this proposal or the agreement contemplated herein nor the
actions of the parties in the course of performance of the agreement
contemplated herein shall be deemed in any manner to create or impose a
joint venture, partnership or agency relationship between the parties
hereto. In all respects, the Argentine Adviser shall be acting solely as an
independent contractor to the Investment Manager in the course of supplying
the services contemplated by this proposal and the agreement contemplated
herein, and shall not be acting as an agent, servant or employee of either
the Fund or the Investment Manager.
7. Should this proposal be accepted, the agreement contemplated
herein shall remain in effect until September 30, 1999, and shall continue
in effect thereafter, but only so long as such continuance is specifically
approved at least annually by the affirmative vote of (i) a majority of the
members of the Fund's Board of Directors who are not interested persons of
the Fund, the Investment Manager or the Argentine Adviser, cast in person
at a meeting called for the purpose of voting on such approval, and (ii) a
majority of the Fund's Board of Directors or the holders of a majority of
the outstanding voting securities of the Fund. The agreement contemplated
C-2
<PAGE> 49
herein may nevertheless be terminated at any time without penalty, on 60
days' written notice to the other parties, by the Fund's Board of
Directors, by vote of holders of a majority of the outstanding voting
securities of the Fund or by the Argentine Adviser. Any such notice shall
be deemed given when received by the addressee at the address indicated in
Section 9 below. The agreement contemplated herein shall automatically be
terminated in the event of its assignment or in the event of the
termination of the Fund's investment advisory agreement with the Investment
Manager.
8. The agreement contemplated herein may not be transferred,
assigned, sold or in any manner hypothecated or pledged by either party
hereto, except as permitted under the U.S. Investment Company Act of 1940,
as amended (the "1940 Act"). It may be amended by mutual agreement, but
only after authorization of such amendment by the affirmative vote of (i)
the holders of a majority of the outstanding voting securities of the Fund
and (ii) a majority of the members of the Fund's Board of Directors who are
not interested persons of the Fund or of the Investment Manager, cast in
person at a meeting called for the purpose of voting on such approval.
9. Any notice given in connection with this proposal or under the
agreement contemplated herein to either party shall be in writing and shall
be deemed to have been duly given upon receipt at such party's address
specified below, or at such other address as such party shall have
designated to the party giving such notice.
The Investment Manager:
Scudder Kemper Investments, Inc.
c/o Legal Department
345 Park Avenue
New York, New York 10154
Fax: (212) 223-3127
The Argentine Adviser:
Sociedad General de
Negocios y Valores S.A.
Esmeralda 120
Piso 7 "C"
Buenos Aires 1035, Republica Argentina
Fax: (541) 322-8822
10. This proposal and the agreement contemplated herein shall be
construed in accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent with
the 1940 Act. As used herein, the terms "interested person", "assignment",
C-3
<PAGE> 50
and "vote of a majority of the outstanding voting securities" shall have
the meanings set forth in the 1940 Act.
11. The Argentine Adviser irrevocably submits to the jurisdiction of
any New York State or U.S. Federal court sitting in the Borough of
Manhattan, The City of New York over any suit, action or proceeding arising
out of or relating to this proposal and the agreement contemplated herein.
The Argentine Adviser irrevocably waives, to the fullest extent permitted
by law, any objection which it may have to the laying of the venue of any
such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum. The Argentine Adviser agrees that final
judgment in any such suit, action or proceeding brought in such a court
shall be conclusive and binding upon the Argentine Adviser, and may be
enforced to the extent permitted by applicable law in any court of the
jurisdiction of which the Argentine Adviser is subject by a suit upon such
judgment, provided that service of process is effected upon the Argentine
Adviser in the manner specified in the following paragraph or as otherwise
permitted by law.
As long as the agreement contemplated herein remains in effect, the
Argentine Adviser will at all times have an authorized agent in the Borough
of Manhattan, The City of New York upon whom process may be served in any
legal action or proceeding in a New York State or U.S. Federal court
sitting in the Borough of Manhattan, The City of New York over any suit,
action or proceeding arising out of or relating to this proposal or the
agreement contemplated herein. The Argentine Adviser hereby appoints CT
Corporation System as its agent for such purpose, and covenants and agrees
that service of process in any such legal action or proceeding may be made
upon it at the office of such agent at 1633 Broadway, New York, New York
10019 (or at such other address in the Borough of Manhattan, The City of
New York, as said agent may designate by written notice to the Argentine
Adviser and the Investment Manager). The Argentine Adviser hereby consents
to the process being served in any suit, action or proceeding of the nature
referred to in the preceding paragraph by service upon such agent together
with the mailing of a copy thereof by registered or certified mail, postage
prepaid, return receipt requested, to the address of the Argentine Adviser
set forth above or to any other address of which the Argentine Adviser
shall have given written notice to the Investment Manager. The Argentine
Adviser irrevocably waives, to the fullest extent permitted by law, all
claim of error by reason of any such service (but does not waive any right
to assert lack of subject matter jurisdiction) and agrees that such service
(i) shall be deemed in every respect effective service of process upon the
Argentine Adviser in any suit, action or proceeding and (ii) shall, to the
fullest extent permitted by law, be taken and held to be valid personal
service upon and personal delivery to the Argentine Adviser.
C-4
<PAGE> 51
Nothing in this Section 11 shall affect the right of the Investment Manager
to serve process in any manner permitted by law or limit the right of the
Investment Manager to bring proceedings against the Argentine Adviser in the
courts of any jurisdiction or jurisdictions.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Yours sincerely,
SCUDDER KEMPER INVESTMENTS, INC.
By:
-----------------------------------
Title:
The foregoing agreement is hereby accepted as of the date first above
written.
SOCIEDAD GENERAL DE NEGOCIOS Y
VALORES, S.A.
By:
-----------------------------------
Title:
ACCEPTED:
THE ARGENTINA FUND, INC.
By:
-----------------------------------
Title:
C-5
<PAGE> 52
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<PAGE> 53
EXHIBIT D
FORM OF
NEW KOREAN SUB-ADVISORY AGREEMENT
RESEARCH AND ADVISORY AGREEMENT
SCUDDER KEMPER INVESTMENTS, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
September 7, 1998
Daewoo Capital Management Co., Ltd.
34-3, Youido-dong
Yongdungpo-gu
Seoul, Korea
Dear Sirs:
We have entered into an Investment Advisory, Management and Administration
Agreement (the "Management Agreement") dated as of September 7, 1998 with The
Korea Fund, Inc., a Maryland corporation (the "Fund"), pursuant to which we act
as investment adviser to and manager of the Fund. A copy of the Management
Agreement has been previously furnished to you. In furtherance of such duties to
the Fund, and with the approval of the Fund, we wish to avail ourselves of your
investment advisory services. Accordingly, with the acceptance of the Fund, we
hereby agree with you as follows for the duration of this Agreement:
1. You agree to furnish to us such information, investment
recommendations, advice and assistance, as we shall from time to time
reasonably request. In that connection, you agree to continue to maintain a
separate staff within your organization to furnish such services
exclusively to us. In addition, for the benefit of the Fund, you agree to
pay the fees and expenses of any directors or officers of the Fund who are
directors, officers or employees of you or of any of your affiliates,
except that the Fund shall bear travel expenses of one (but not more than
one) director, officer or employee of you or any of your affiliates who is
not a resident in the United States to the extent such expenses relate to
his attendance as a director at meetings of the Board of Directors of the
Fund in the United States and shall also bear the travel expenses of any
other director, officer or employee of you or of any of your affiliates who
is resident in the United States to the extent such expenses relate to his
attendance as a director at meetings of the Board of Directors outside of
the United States.
2. We agree to pay in United States dollars to you, as compensation
for the services to be rendered by you hereunder, a monthly fee which, on
an annual basis, is equal to 0.2875% per annum of the value of the Fund's
D-1
<PAGE> 54
net assets up to and including $50 million; 0.2750% per annum of the value
of the Fund's net assets on the next $50 million of assets; 0.2500% per
annum of the value of the Fund's net assets on the next $250 million of
assets; 0.2375% per annum of the value of the Fund's net assets on the next
$400 million of assets; and 0.2250% per annum of the value of the Fund's
net assets in excess of $750 million. For purposes of computing the monthly
fee, the value of the net assets of the Fund shall be determined as of the
close of business on the last business day of each month; provided,
however, that the fee for the period from the end of the last month ending
prior to termination of this Agreement, for whatever reason, to date of
termination shall be based on the value of the net assets of the Fund
determined as of the close of business on the date of termination and the
fee for such period through the end of the month in which such proceeds are
received shall be prorated according to the proportion which such period
bears to a full monthly period. Each payment of a monthly fee shall be made
by us to you within the fifteen days next following the day as of which
such payment is so computed.
The value of the net assets of the Fund shall be determined pursuant
to applicable provision of the Certificate of Incorporation and By-laws of
the Fund.
We agree to work with you, in order to make our relationship as
productive as possible for the benefit of the Fund, to further the
development of your ability to provide the services contemplated by Section
1. To this end we agree to work with you to assist you in developing your
research techniques, procedures and analysis. We have furnished you with
informal memoranda, copies of which are attached to this Agreement,
reflecting our understanding of our working procedures with you, which may
be revised as you work with us pursuant to this Agreement. We agree not to
furnish, without your consent, to any person other than our personnel and
directors and representatives of the Fund any tangible research material
that is prepared by you, that is not publicly available, and that has been
stamped or otherwise clearly indicated by you as being confidential.
3. You agree that you will not make a short sale of any capital stock
of the Fund, or purchase any share of the capital stock of the Fund
otherwise than for investment.
4. Your services to us are not to be deemed exclusive and you are
free to render similar services to others, except as otherwise provided in
Section 1 hereof.
5. Nothing herein shall be construed as constituting you an agent of
us or of the Fund.
6. You represent and warrant that you are registered as an investment
adviser under the U.S. Investment Advisers Act of 1940, as amended. You
D-2
<PAGE> 55
agree to maintain such registration in effect during the term of this
Agreement.
7. Neither you nor any affiliate of yours shall receive any
compensation in connection with the placement or execution of any
transaction for the purchase or sale of securities or for the investment of
funds on behalf of the Fund, except that you or your affiliates may receive
a commission, fee or other remuneration for acting as broker in connection
with the sale of securities to or by the Fund, if permitted under the U.S.
Investment Company Act of 1940, as amended.
8. We and the Fund agree that you may rely on information reasonably
believed by you to be accurate and reliable. We and the Fund further agree
that neither you nor your officers, directors, employees or agents shall be
subject to any liability for any act or omission in the course of,
connected with or arising out of any services to be rendered hereunder
except by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties or by reason of reckless disregard of your
obligations and duties under this Agreement.
9. This Agreement shall remain in effect until September 30, 1999 and
shall continue in effect thereafter, but only so long as such continuance
is specifically approved at least annually by the affirmative vote of (i) a
majority of the members of the Fund's Board of Directors who are not
interested persons of the Fund, you or us, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) a majority of
the Fund's Board of Directors or the holders of a majority of the
outstanding voting securities of the Fund. This Agreement may nevertheless
be terminated at any time, without penalty, by the Fund's Board of
Directors or by vote of holders of a majority of the outstanding voting
securities of the Fund, upon 60 days' written notice delivered or sent by
registered mail, postage prepaid, to you, at your address given above or at
any other address of which you shall have notified us in writing, or by you
upon 60 days' written notice to us and to the Fund, and shall automatically
be terminated in the event of its assignment or of the termination (due to
assignment or otherwise) of the Management Agreement, provided that an
assignment to a corporate successor to all or substantially all of your
business or to a wholly-owned subsidiary of such corporate successor which
does not result in a change of actual control or management of your
business shall not be deemed to be an assignment for purposes of this
Agreement. Any such notice shall be deemed given when received by the
addressee.
10. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by either party hereto. It may be amended by
mutual agreement, but only after authorization of such amendment by the
affirmative vote of (i) the holders of a majority of the outstanding voting
securities of the Fund; and (ii) a majority of the members of the Fund's
Board of Directors who are not interested persons of
D-3
<PAGE> 56
the Fund, you or us, cast in person at a meeting called for the purpose of
voting on such approval.
11. Any notice hereunder shall be in writing and shall be delivered
in person or by facsimile (followed by mailing such notice, air mail
postage paid, the day on which such facsimile is sent).
Addressed
If to Scudder Kemper Investments, Inc., to:
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, NY 10154
Attention: President
(Facsimile No. 212-319-7813)
If to Daewoo Capital Management Co., Ltd., to:
34-3, Youido-dong
Yongdungpo-gu
Seoul, Korea
Attention: Chairman
(Facsimile No. 011-822-784-0826)
or to such other address as to which the recipient shall have informed the
other party.
Notice given as provided above shall be deemed to have been given, if
by personal delivery, on the day of such delivery, and if by facsimile and
mail, the date on which such facsimile and confirmatory letter are sent.
12. This Agreement shall be construed in accordance with the laws of
the State of New York, provided, however, that nothing herein shall be
construed as being inconsistent with the U.S. Investment Company Act of
1940, as amended. As used herein the terms "interested person,"
"assignment," and "vote of a majority of the outstanding voting securities"
shall have the meanings set forth in the U.S. Investment Company Act of
1940, as amended.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
SCUDDER KEMPER INVESTMENTS, INC.
By:
-----------------------------------
Title: President
D-4
<PAGE> 57
The foregoing agreement is hereby accepted as of the date first above
written.
DAEWOO CAPITAL MANAGEMENT CO., LTD.
By:
-----------------------------------
Title: Chairman
Accepted:
----------------------------------
THE KOREA FUND, INC.
By:
-----------------------------------
Title: President
D-5
<PAGE> 58
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<PAGE> 59
APPENDIX 1
FUND SHARES OUTSTANDING
Holders of record of the shares of each Fund at the close of business on
October 19, 1998 (the "Record Date"), as to any matter on which they are
entitled to vote, will be entitled to one vote per share on all business of the
Special Meeting. The table below sets forth the number of shares outstanding for
each Fund as of June 30, 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING
AS OF JUNE 30,
FUND 1998
---- ----------------
<S> <C>
Scudder Global High Income Fund, Inc. 9,759,063
Scudder New Asia Fund, Inc. 8,804,757
Scudder New Europe Fund, Inc. 16,124,566
The Argentina Fund, Inc. 9,273,029
The Brazil Fund, Inc. 16,315,155
The Korea Fund, Inc. 49,999,999
</TABLE>
<PAGE> 60
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<PAGE> 61
APPENDIX 2
BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES
As of June 30, 1998, 575,000 shares in the aggregate, 6.21% of the
outstanding shares of THE ARGENTINA FUND, INC. were held in the name of
Fiduciary Trust Company International, Two World Trade Center, New York, New
York 10048, who may be deemed to be the beneficial owner of certain of these
shares, but disclaims any beneficial ownership therein.
As of June 30, 1998, 491,100 shares in the aggregate, 5.28% of the
outstanding shares of THE ARGENTINA FUND, INC. were held in the name of The
State Teachers Retirement Board of Ohio, 275 East Broad Street, Columbus, Ohio
43215, who may be deemed to be the beneficial owner of certain of these shares,
but disclaims any beneficial ownership therein.
As of June 30, 1998, 1,242,600 shares in the aggregate, 13.40% of the
outstanding shares of THE ARGENTINA FUND, INC. were held in the name of
President and Fellows of Harvard College, who may be deemed to be the beneficial
owner of certain of these shares, but disclaims any beneficial ownership
therein.
As of June 30, 1998, 1,377,958 shares in the aggregate, 8.50% of the
outstanding shares of THE BRAZIL FUND, INC. were held in the name of Newgate
Management Associates, George Foot and Sonia Rosenbaum, 80 Field Point Road,
Greewich, Connecticut 06830, who may be deemed to be the beneficial owner of
certain of these shares, but disclaims any beneficial ownership therein.
As of June 30, 1998, 1,288,400 shares in the aggregate, 7.90% of the
outstanding shares of THE BRAZIL FUND, INC. were held in the name of The State
Teachers Retirement Board of Ohio, 275 East Broad Street, Columbus, Ohio 43215,
who may be deemed to be the beneficial owner of certain of these shares, but
disclaims any beneficial ownership therein.
As of June 30, 1998, 937,400 shares in the aggregate, 5.80% of the
outstanding shares of THE BRAZIL FUND, INC. were held in the name of President
and Fellows of Harvard College, c/o Harvard Management Company, Inc., 600
Atlantic Avenue, Boston, Massachusetts 02210 who may be deemed to be the
beneficial owner of certain of these shares, but disclaims any beneficial
ownership therein.
<PAGE> 62
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<PAGE> 63
APPENDIX 3
FUND SHARES OWNED BY DIRECTORS
TO BE PROVIDED
<PAGE> 64
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<PAGE> 65
APPENDIX 4
FUND MANAGEMENT FEE RATES, NET ASSETS
AND AGGREGATE MANAGEMENT FEES
<TABLE>
<CAPTION>
AGGREGATE
MANAGEMENT,
MANAGEMENT, ADVISORY AND ADVISORY AND
ADMINISTRATION ADMINISTRATION
FUND FISCAL YEAR NET ASSETS FEE RATE+ FEE PAID+
---- ----------- ---------- ------------------------ --------------
<S> <C> <C> <C> <C>
Scudder Global High Income 10/31/97 $ 80,721,844 1.20% $1,212,155
Fund, Inc.
Scudder New Asia Fund, Inc. 12/31/97 $ 98,866,168 1.25% on first $75 million $1,607,932
of avg. daily net assets;
1.15% on next $125 million;
1.10% on assets over $200
million
Scudder New Europe Fund, 10/31/97 $320,293,393 1.25% on first $75 million $3,490,192
Inc. of avg. daily net assets;
1.15% on next $125 million;
1.10% on assets over $200
million
The Argentina Fund, Inc. 10/31/97 $135,327,320 1.20%* $1,696,831
The Brazil Fund, Inc. 12/31/97 $429,429,751 1.20% on first $150 million $5,511,127
of avg. daily net assets;
1.05% on next $200 million;
1.00% on assets over 1.00%**
The Korea Fund, Inc. 6/30/97 $661,095,707 1.15% on first $50 million $5,914,297
of avg. daily net assets;
1.10% on next $50 million;
1.00% on next $250 million;
0.95% on next $400 million;
0.90% on assets over $750
million***
</TABLE>
- ------------------------------
+ The management fee rates shown are for each Fund's most recently completed
fiscal year.
+ Aggregate management fees disclosed in this table may include fees paid to
successors and affiliates of Scudder Kemper Investments, Inc.
* This fee is higher than advisory fees paid by most other investment
companies, primarily because of the Fund's objective of investing in
Argentine securities, the additional time and expense required of the
Investment Manager in pursuing such objective and the need to enable the
Investment Manager to compensate the Fund's Argentine adviser for its
services.
** This fee is higher than advisory fees paid by most other investment
companies, primarily because of the Fund's objective of investing in
Brazilian securities and the additional time and expense required of the
Investment Manager in pursuing such objective.
*** This fee is higher than advisory fees paid by most other investment
companies, primarily because of the Fund's objective of investing in Korean
securities, the additional time and expense required of the Investment
Manager in pursuing such objective and the need to enable the Investment
Manager to compensate the Fund's Korean adviser for its services.
<PAGE> 66
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<PAGE> 67
APPENDIX 5
DATES RELATING TO
INVESTMENT MANAGEMENT AGREEMENTS
<TABLE>
<CAPTION>
TERMINATION
FORMER NEW DATE
INVESTMENT INVESTMENT (UNLESS
DATE OF MANAGEMENT MANAGEMENT CONTINUED)
COMMENCEMENT FORMER AGREEMENT AGREEMENT FOR NEW
OF INVESTMENT LAST LAST INVESTMENT
MANAGEMENT BY MANAGEMENT APPROVED BY APPROVED BY MANAGEMENT
FUND SCUDDER KEMPER AGREEMENT STOCKHOLDERS DIRECTORS AGREEMENT
- ---- -------------- ---------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Scudder Global High 7/31/92 12/31/97 10/28/97 7/28/98 9/30/99
Income Fund, Inc.
Scudder New Asia Fund, 6/25/87 12/31/97 10/21/97 7/22/98 9/30/99
Inc.
Scudder New Europe 11/22/89 12/31/97 10/21/97 7/23/98 9/30/99
Fund, Inc.
The Argentina Fund, 8/16/91 12/31/97 10/28/97 7/28/98 9/30/99
Inc.
The Brazil Fund, Inc. 9/25/87 12/31/97 10/28/97 7/28/98 9/30/99
The Korea Fund, Inc. 8/17/84 12/31/97 10/21/97 7/22/98 9/30/99
</TABLE>
<PAGE> 68
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<PAGE> 69
APPENDIX 6
DIRECTORS AND OFFICERS ASSOCIATED
WITH SCUDDER KEMPER
<TABLE>
<CAPTION>
NAME POSITION WITH FUNDS ASSOCIATION WITH SCUDDER KEMPER
---- ------------------- -------------------------------
<S> <C> <C>
Lynn S. Birdsong Chairman, President, Director Managing Director, Vice President
(Scudder Global High Income
Fund, Inc.)
Nicholas Bratt Chairman, President, Director Managing Director
(The Argentina Fund, Inc.);
President and Director (Scudder
New Europe Fund, Inc.);
President (The Brazil Fund,
Inc., Scudder New Asia Fund,
Inc., The Korea Fund, Inc.)
Daniel Pierce Chairman, Director (Scudder New Managing Director
Asia Fund, Inc., Scudder New
Europe Fund, Inc.)
Kathryn L. Quirk Director, Vice President, Managing Director
Assistant Secretary (Scudder New
Asia Fund, Inc.); Vice
President, Assistant Secretary
(all other funds)
Elizabeth J. Allan Vice President (Scudder New Asia Senior Vice President
Fund, Inc.)
Susan E. Dahl Vice President (Scudder Global Managing Director
High Income Fund, Inc.)
Paul J. Elmlinger Vice President, Assistant Managing Director
Secretary (The Argentina Fund,
Inc., Scudder New Europe Fund,
Inc., Scudder Global High Income
Fund, Inc.)
Carol L. Franklin Vice President (Scudder New Managing Director
Europe Fund, Inc.)
Edmund B. Games, Vice President (The Brazil Fund, Managing Director
Jr. Inc.)
Bruce H. Goldfarb Vice President and Assistant Senior Vice President
Secretary
Joan R. Gregory Vice President (Scudder New Vice President
Europe Fund, Inc.)
Theresa Gusman Vice President (Scudder New Asia Senior Vice President
Fund, Inc.)
Judith A. Hannaway Vice President Vice President
John J. Lee Vice President (The Korea Fund, Senior Vice President
Inc.)
Luis R. Luis Vice President (The Argentina Managing Director
Fund, Inc.)
Thomas F. McDonough Vice President and Secretary Senior Vice President
</TABLE>
<PAGE> 70
<TABLE>
<CAPTION>
NAME POSITION WITH FUNDS ASSOCIATION WITH SCUDDER KEMPER
---- ------------------- -------------------------------
<S> <C> <C>
Paul H. Rogers Vice President (The Argentina Vice President
Fund, Inc., The Brazil Fund,
Inc.)
M. Isabel Saltzman Vice President (Scudder Global Managing Director
High Income Fund, Inc.)
John R. Hebble Treasurer Senior Vice President
Caroline Pearson Assistant Secretary Senior Vice President
</TABLE>
<PAGE> 71
APPENDIX 7
FEES PAID TO SFAC AND SSC
<TABLE>
<CAPTION>
FISCAL AGGREGATE FEE AGGREGATE FEE
FUND YEAR PAID TO SFAC PAID TO SSC
- ---- -------- ------------- -------------
<S> <C> <C> <C>
Scudder Global High Income Fund, Inc. 10/31/97 $ 91,468 $ 15,000
Scudder New Asia Fund, Inc. 12/31/97 $135,273 $ 15,000
Scudder New Europe Fund, Inc. 10/31/97 $177,738 $ 15,000
The Argentina Fund, Inc. 10/31/97 $106,168 $ 15,000
The Brazil Fund, Inc. 12/31/97 $265,468 $ 15,000
The Korea Fund, Inc. 6/30/97 $310,882 $ 15,000
</TABLE>
<PAGE> 72
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<PAGE> 73
For more information, please call Shareholder Communications Corporation, your
Fund's information agent, at 1-800-248-2681.
<PAGE> 74
PROXY [CLOSED END FUND] PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD MEMBERS OF YOUR FUND
ANNUAL MEETING OF STOCKHOLDERS -- DECEMBER 17, 1998
The undersigned hereby appoints Bruce H. Goldfarb, Kathryn L. Quirk, Thomas
F. McDonough and Daniel Pierce and each of them, the proxies of the undersigned,
with the power of substitution to each of them, to vote all shares of the Fund
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Fund to be held at the offices of Scudder Kemper Investments, Inc., Two
International Place, Boston Massachusetts 02110, on Thursday, December 17, 1998
at 3:00 p.m., eastern time, and at any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder Kemper Investments, Inc., recommend that you vote FOR each
item.
1. To approve the new Investment Management, Advisory and Administration
Agreement between the Fund and Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. (For stockholders of The Argentina Fund, Inc. and The Korea Fund, Inc. only)
to approve a new research and advisory agreement between Scudder Kemper
Investments, Inc. and Sociedad General de Negocios y Valores S.A. and Daewoo
Capital Management Co., Ltd., respectively.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued other side)
<PAGE> 75
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 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 of Shareholder)
-----------------------------------
(Signature of joint owner, if any)
Dated _______ , 1998
PLEASE SIGN AND RETURN PROMPTLY IN
ENCLOSED.
NO POSTAGE IS REQUIRED.
