345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The First Iberian Fund, Inc.
April 24, 1995
To the Stockholders:
The Annual Meeting of Stockholders of The First Iberian Fund, Inc. (the
"Fund") is to be held at 9:45 a.m., eastern time, on Wednesday, July 12, 1995,
at the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154. Stockholders who are unable to
attend this meeting are strongly encouraged to vote by proxy, which is customary
in corporate meetings of this kind. A Proxy Statement regarding the meeting, a
proxy card for your vote at the meeting and an envelope--postage prepaid--in
which to return your proxy are enclosed.
At the Annual Meeting the stockholders will elect two Directors, consider
the ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants and consider the approval of the continuance of the
Investment Management Agreement between the Fund and its investment manager,
Scudder, Stevens & Clark, Inc. In addition, the stockholders present will hear a
report on the Fund. There will be an opportunity to discuss matters of interest
to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of each of the
foregoing matters.
Respectfully,
/s/Nicholas Bratt /s/Juris Padegs
Nicholas Bratt Juris Padegs
President Chairman of the Board
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
<PAGE>
THE FIRST IBERIAN FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
The First Iberian Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of The First Iberian
Fund, Inc. (the "Fund"), has been called to be held at the offices of Scudder,
Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York,
New York 10154, on Wednesday, July 12, 1995, at 9:45 a.m., eastern time, for the
following purposes:
(1) To elect two Directors of the Fund to hold office for a term
of three years or until their respective successors shall have been
duly elected and qualified.
(2) To ratify or reject the action taken by the Board of Directors
in selecting Price Waterhouse LLP as independent accountants for the
fiscal year ending September 30, 1995.
(3) To approve or disapprove the continuance of the Investment
Management Agreement between the Fund and Scudder, Stevens & Clark,
Inc.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on April 17, 1995 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
April 24, 1995
IMPORTANT--We urge you to sign and date the enclosed proxy card and return it in
the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Fund the necessity and expense of further solicitations to ensure a quorum at
the Annual Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The First Iberian Fund, Inc. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held at the offices of
Scudder, Stevens & Clark, Inc. ("Scudder"), 25th Floor, 345 Park Avenue (at 51st
Street), New York, New York 10154, on Wednesday, July 12, 1995, at 9:45 a.m.,
eastern time, and at any adjournments thereof (collectively, the "Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about April 24, 1995, 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
Fund, 345 Park Avenue, New York, New York 10154) or in person at the 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 Meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the 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 the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for proposals (1) and (2), which require the
approval of a majority of shares voting at the Meeting. Abstentions and broker
non-votes will have the effect of a "no" vote for proposal (3), which requires
the approval of a specified percentage of the outstanding shares of the Fund or
of such shares present at the Meeting.
Holders of record of the common stock of the Fund at the close of business
on April 17, 1995 (the "Record Date"), will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 6,511,154 shares of
common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may receive an additional copy of the annual report for the fiscal
year ended September 30, 1994, without charge, by calling 800-349-4281 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
(1) ELECTION OF DIRECTORS
Persons named on the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies for the election of the two nominees
listed below as Directors of the Fund (Class of 1998) to serve for a term of
three years, or until their successors are duly elected and qualified. All
nominees have consented to stand for election and to serve if elected. If any
such nominee should be unable to serve, an event not now anticipated, the
1
<PAGE>
proxies will be voted for such person, if any, as shall be designated by the
Board of Directors to replace any such nominee.
Information Concerning Nominees
The following table sets forth certain information concerning each of the
two nominees as a Director of the Fund. Each of the nominees is now a Director
of the Fund. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
<TABLE>
<CAPTION>
Class of 1998
Nominees to serve until 1998 Annual Meeting of Stockholders:
Shares
Present Office with the Fund, if any; Beneficially
Principal Occupation or Year First Owned on Percent
Employment and Directorships Became a February 28, of
Name (Age) in Publicly Held Companies Director 1995 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Daniel Pierce (61)*+ Chairman of the Board and Managing 1992 2,069 less than
Director of Scudder, Stevens & Clark, 1/4 of 1%
Inc.; Director, Fiduciary Trust
Company (bank and trust company) and
Fiduciary Company Incorporated (bank
and trust company). Mr. Pierce serves
on the boards of an additional 47
funds managed by Scudder.
Richard M. Hunt (68) University Marshal and Senior 1994 1,300 less than
Lecturer, Harvard University; Vice 1/4 of 1%
Chairman, American Council on
Germany; Director, Council on the
United States and Italy; Life
Trustee, American Field Service;
Partner, Elmhurst Investment Trust
(family investment firm).
2
<PAGE>
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, each Director serving
for a term of three years. The terms of Classes of 1996 and 1997 do not expire
this year. The following table sets forth certain information regarding the
Directors in such classes.
Class of 1996
Directors serving until 1996 Annual Meeting of Stockholders:
Shares
Present Office with the Fund, if any; Beneficially
Principal Occupation or Year First Owned on Percent
Employment and Directorships Became a February 28, of
Name (Age) in Publicly Held Companies Director 1995 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Nicholas Bratt (46)* President; Managing Director of 1992 1,400 less than
Scudder, Stevens & Clark, Inc. 1/4 of 1%
Mr. Bratt serves on the boards
of an additional 13 funds
managed by Scudder.
Rogerio C.S. Martins (66) Author; Columnist; Chairman of 1987 -- --
the Board, Atlas-Copco de
Portugal L.D.A. (air compressor
equipment); Director, Lusotur
Sociedade Financeira de Turism
(tourism); Director, Credit
Lyonnais Portugal; Director,
Ramalho Rosa L.D.A.
(construction).
Jose Pedro Perez Attorney, Garcia Anoveros and 1992 -- --
Llorca (54) Perez-Llorca; Director, ATT
Spain and Foster Wheeler Iberia;
Consultant, 3M Espana.
3
<PAGE>
Class of 1997
Directors serving until 1997 Annual Meeting of Stockholders:
Shares
Present Office with the Fund, if any; Beneficially
Principal Occupation or Year First Owned on Percent
Employment and Directorships Became a February 28, of
Name (Age) in Publicly Held Companies Director 1995 (1) Class
---------- -------------------------- -------- -------- -----
<S> <C> <C> <C> <C>
Wilson Nolen (68) Consultant; Director, Ecohealth, 1992 10,000 less than
Inc. (biotechnology company). 1/4 of 1%
Juris Padegs (63)*+ Chairman of the Board; Managing 1992 1,000 less than
Director of Scudder, Stevens & 1/4 of 1%
Clark, Inc. Mr. Padegs serves on
the boards of an additional 27
funds managed by Scudder.
All Directors and Officers as a group 15,679 less than
1/4 of 1%
- - ---------------------------
* Directors considered by the Fund and its counsel to be "interested persons"
(which as used in this proxy statement is as defined in the Investment
Company Act of 1940, as amended) of the Fund or of the Fund's investment
manager, Scudder, Stevens & Clark, Inc. Messrs. Bratt, Padegs and Pierce
are deemed to be interested persons because of their affiliation with the
Fund's investment manager, Scudder, Stevens & Clark, Inc., or because they
are Officers of the Fund or both.
+ Messrs. Padegs and Pierce are members of the Executive Committee of the
Fund.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.
</TABLE>
4
<PAGE>
The Directors and Officers of the Fund may also serve in similar capacities
for other funds managed by Scudder.
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), as applied to a fund, requires the fund's officers, directors, investment
manager, affiliates of the investment manager, and persons who beneficially own
more than ten percent of a registered class of the fund's outstanding securities
("Reporting Persons"), to file reports of ownership of the fund's securities and
changes in such ownership with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange. Such persons are required by SEC
regulations to furnish the fund with copies of all such filings.
Based solely upon its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, the Fund believes that during the fiscal year
ended September 30, 1994, all filing requirements applicable to its Reporting
Persons were complied with, except that a Form 4 on behalf of Richard Hunt and a
Form 3 on behalf of Kathryn L. Quirk, Margaret Hadzima and Richard Holt were
filed late.
As of April 17, 1995, the only holder of record of more than 5% of the
outstanding shares of the Fund was Cede & Co. WT Fast, c/o The Depository Trust
Co., 55 Water Street, New York, New York 10014, which held, solely of record on
behalf of other persons 6,287,259 shares of the Fund, which represented
approximately 96.6% of the shares of the Fund then outstanding.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met five times during the fiscal year
ended September 30, 1994. Each Director attended at least 75% of the total
number of meetings of the Board of Directors and of all committees of the Board
on which they served as regular members, except Mr. Bratt who attended 50% of
the meetings of the Board of Directors and related committees on which he
serves.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Special Nominating Committee. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee consisting of those Directors who are not
interested persons of the Fund or of Scudder ("Noninterested Directors") as
defined in the 1940 Act, which met once during the Fund's last fiscal year. The
Audit Committee reviews with management and the independent accountants for the
Fund, among other things, the scope of the audit and the controls of the Fund
and its agents, reviews and approves in advance the type of services to be
rendered by independent accountants, recommends the selection of independent
accountants for the Fund to the Board and in general considers and reports to
the Board on matters regarding the Fund's accounting and bookkeeping practices.
Nominating Committee
The Board has a Special Nominating Committee consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee met once during the fiscal year ended
September 30, 1994 to consider and nominate the nominees set forth above.
5
<PAGE>
Executive Officers
In addition to Messrs. Bratt and Padegs, Directors who are also Officers of
the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
<S> <C> <C>
Paul J. Elmlinger (36) Vice President and Assistant Secretary; Principal 1992
of Scudder, Stevens & Clark, Inc.
Carol L. Franklin (42) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Joan R. Gregory (49) Vice President; Vice President of 1993
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (62) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (41) Vice President and Assistant Treasurer; 1992
Principal of Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (42) Vice President and Assistant Secretary; Managing 1992
Director of Scudder, Stevens & Clark, Inc.
Edward J. O'Connell (50) Treasurer; Principal of 1992
Scudder, Stevens & Clark, Inc.
Thomas F. McDonough (48) Secretary; Principal of 1992
Scudder, Stevens & Clark, Inc.
Coleen Downs Dinneen (34) Assistant Secretary; Vice President of 1993
Scudder, Stevens & Clark, Inc.
(1) Unless otherwise stated, all the Executive Officers have been associated
with Scudder for more than five years, although not necessarily in the same
capacity.
(2) The President, Treasurer and Secretary each hold office until his or her
successor has been duly elected and qualified, and all other officers hold
office at the pleasure of the Directors.
</TABLE>
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $110,886, including expenses, for the fiscal year ended
September 30, 1994. Each such unaffiliated Director received fees, paid by the
Fund, of $1,000 per Director's meeting attended and an annual Director's fee of
$7,500. Effective April 1, 1995, the Fund pays each such unaffiliated Director
$750 per Director's meeting attended and an annual Director's fee of $6,000.
Each Director also receives $250 per committee meeting attended (other than the
Audit Committee meetings, for which such Director receives a fee of $750.)
Scudder supervises the Fund's investments, pays the compensation and certain
expenses of its personnel who serve as Directors and Officers of the Fund and
receives an investment advisory fee for its services. Several of the Fund's
Officers and Directors are also officers, directors, employees or stockholders
of Scudder and participate in the fees paid to that firm (see "Investment
Manager," page 9), although the Fund makes no direct payments to them.
The Fund's Noninterested Directors may serve on the boards of other funds
managed by Scudder for which services they will be similarly compensated, as
appropriate. For the year ended December 31, 1994, Mr. Hunt received an
aggregate of $19,051, comprised of $6,801 for serving on the Board of the Fund,
6
<PAGE>
and $12,250 for serving on the board of an additional fund managed by Scudder;
Mr. Nolen received an aggregate of $132,023, comprised of $12,500 for serving on
the Board of the Fund, and $119,523 for serving on the boards of an additional
14 funds managed by Scudder; and Messrs. Llorca and Martin, who serve on no
additional boards of funds managed by Scudder, each received $12,500 for serving
on the Board of the Fund.
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders vote in favor of each
of the nominees.
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held January 12, 1995, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Price Waterhouse
LLP to act as independent accountants for the Fund for the fiscal year ending
September 30, 1995. Price Waterhouse LLP are independent accountants and have
advised the Fund that they have no direct financial interest or material
indirect financial interest in the Fund. One or more representatives of Price
Waterhouse LLP are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available to respond to appropriate questions posed by
stockholders and management.
The Fund's financial statements for the fiscal year ended September 30,
1994 were audited by Price Waterhouse LLP. In connection with its audit
services, Price Waterhouse LLP reviewed the financial statements included in the
Fund's semiannual and annual reports and its filings with the SEC.
Required Vote
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders ratify the selection of
Price Waterhouse LLP as independent accountants.
(3) APPROVAL OR DISAPPROVAL OF THE CONTINUANCE OF THE
INVESTMENT MANAGEMENT AGREEMENT
Scudder, 345 Park Avenue, New York, New York, acts as investment manager
for the Fund pursuant to an Investment Management Agreement dated April 1, 1992
(the "Management Agreement"). The continuance of the Management Agreement was
last approved by a vote of stockholders on May 12, 1994. At a meeting held on
January 12, 1995, the Directors, including a majority of the Noninterested
Directors, approved the continuance of the Management Agreement and recommended
that stockholders also approve the continuance of the Management Agreement. The
Management Agreement continues in effect by its terms from year to year only so
long as its continuance is specifically approved at least annually by the vote
of a majority of the Noninterested Directors cast in person at a meeting called
for the purpose of voting on such approval, and either by the vote of a majority
of all the Directors or a majority of the Fund's outstanding voting securities,
as defined below. The Management Agreement may be terminated on 60 days' written
notice, without penalty, by the Directors, by the vote of the holders of a
majority of the Fund's outstanding voting securities, or by Scudder, and
automatically terminates in the event of its assignment.
7
<PAGE>
Under the Management Agreement, Scudder regularly makes investment
decisions, makes available research and statistical data and supervises the
acquisition and disposition of securities by the Fund, all in accordance with
the Fund's investment objective and policies and the direction and control of
the Fund's Board of Directors. Scudder maintains or causes to be maintained for
the Fund all books and records required to be maintained under the 1940 Act, to
the extent such books, records and reports and other information are not
maintained or furnished by the Fund's custodian or other agents. Scudder also
supplies office space in New York and furnishes clerical services in the United
States related to research, statistical and investment work. In addition,
Scudder pays the reasonable salaries and expenses of the Fund's Officers, and
any fees and expenses of the Fund's Directors, who are Directors, Officers or
employees of Scudder, except that the Fund bears travel expenses or an
appropriate portion thereof of Directors and Officers of the Fund who are
Directors, Officers or employees of Scudder to the extent that such expenses
relate to attendance at meetings of the Fund's Board of Directors or any
committees thereof. In approving the continuance of the Management Agreement,
and recommending its approval by stockholders, the Directors of the Fund,
including the Noninterested Directors, considering the best interests of
stockholders of the Fund, took into account all such factors as they deemed
relevant.
Such factors included the nature, quality and extent of the services
furnished by Scudder to the Fund; the necessity of Scudder maintaining and
enhancing its ability to continue to retain and attract capable personnel to
serve the Fund; the investment record of Scudder in managing the Fund; the
experience of Scudder in the field of international investing; possible
economies of scale; Scudder's profitability from advising the Fund; 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 and other investment managers; the risks assumed by Scudder
from serving as investment manager to the Fund; the advantages and possible
disadvantages to the Fund of having an investment manager which also serves
other investment companies as well as other accounts; possible benefits to
Scudder from serving as investment manager to the Fund; 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 and the continuance of appropriate incentives to assure that Scudder
will continue to furnish high quality services to the Fund.
In reviewing the terms of the Management Agreement and in discussions with
Scudder concerning such Management Agreement, the Noninterested Directors
received legal advice and were represented at the Fund's expense by independent
counsel, Ropes & Gray. Counsel for the Fund is Dechert Price & Rhoads.
For its services, Scudder receives a monthly fee at an annual rate of 1% of
the Fund's average weekly net assets. This fee is higher than advisory fees paid
by most other investment companies, primarily because of the additional time and
expenses required of Scudder in pursuing the Fund's objective of investing in
Iberian securities. For the fiscal year ended September 30, 1994, the aggregate
fee incurred by the Fund for the services of Scudder was $587,115.
The Management Agreement provides that Scudder shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with matters to which the Management Agreement relates, except a loss
8
<PAGE>
resulting from willful misfeasance, bad faith or gross negligence on the part of
Scudder in the performance of its duties or from reckless disregard by Scudder
of its obligations and duties under the Management Agreement.
Required Vote
Approval of the continuance of the Management Agreement requires the
affirmative vote of a majority of the Fund's outstanding voting securities,
which, as used in this proposal, means (1) the holders of more than 50% of the
outstanding shares of the Fund, or (2) the holders of 67% or more of the shares
present, if more than 50% of the shares are present at the Meeting in person or
by proxy, whichever is less. Because approval of the Management Agreement by the
Directors, including the Noninterested Directors, has been obtained, it is not
required that the continuance of the Management Agreement be submitted to
stockholders. Accordingly, if an affirmative vote of stockholders is not
obtained, the Management Agreement will not terminate and will continue in
effect for the time being pending consideration by the Directors of such further
action as they may deem to be in the best interests of the stockholders of the
Fund. Your Fund's Directors recommend that stockholders vote to approve the
continuance of the Management Agreement.
Investment Manager
Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President of Scudder. Stephen R.
Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, Linda C. Coughlin#, Margaret D.
Hadzima*, Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, Douglas M.
Loudon#, John T. Packard+, Juris Padegs# and Cornelia M. Small# are the other
members of the Board of Directors of Scudder. The principal occupation of each
of the above named individuals is serving as a Managing Director of Scudder.
- - ---------------------------
* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce, and Edmond D.
Villani in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder, and the
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocation will be at net book value in cash
transactions. All Managing Directors of Scudder own voting and nonvoting stock;
all Principals own nonvoting stock.
Messrs. Bratt, Padegs and Pierce who are Officers and/or Directors of the
Fund, are Managing Directors of Scudder. In addition, the following directors or
officers of Scudder are Officers of the Fund in the following capacities: Jerard
K. Hartman, Carol L. Franklin and Joan R. Gregory, Vice Presidents; Paul J.
Elmlinger and Kathryn L. Quirk, Vice Presidents and Assistant Secretaries;
Pamela A. McGrath, Vice President and Assistant Treasurer; Edward J. O'Connell,
Treasurer; Thomas F. McDonough, Secretary; and Coleen Downs Dinneen, Assistant
Secretary. Mr. Hartman, Ms. Franklin and Ms. Quirk are Managing Directors of
9
<PAGE>
Scudder; Messrs. Elmlinger, McDonough and O'Connell and Ms. McGrath are
Principals of Scudder; and Ms. Dinneen and Ms. Gregory are Vice Presidents of
Scudder.
Scudder or an affiliate manages in excess of $90 billion in assets for
individuals, mutual funds and other organizations. The following are open- or
closed-end mutual funds with investment objectives similar to the Fund, for whom
Scudder provides investment management:
<TABLE>
<CAPTION>
Total Net Assets
as of Management Compensation
March 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Daily Net Assets
---- ------------- ---------------------------------
<S> <C> <C>
Scudder Greater Europe Growth Fund+ $ 25,300 1.00%.
Scudder International Fund $ 2,189,900 0.90 of 1%; 0.85 of 1% on net assets in
excess of $500 million; 0.80 of 1% on net
assets in excess of $1 billion; 0.75 of 1% on
net assets in excess of $2 billion.
Scudder Latin America Fund $ 478,700 1.25%.
Scudder Pacific Opportunities Fund $ 404,100 1.10%.
The Japan Fund, Inc. $ 487,200 0.85 of 1% of the first $100 million of
average daily net assets; 0.75 of 1% on
assets in excess of $100 million up to and
including $300 million; 0.70 of 1% on assets
in excess of $300 million up to and including
$600 million; 0.65 of 1% on assets in excess
of $600 million. Scudder pays The Nikko
International Capital Management Co., Ltd.
for investment and research services: 0.15 of
1% up to $700 million of average daily net
assets; 0.14 of 1% on assets in excess of
$700 million, payable monthly during fiscal
year 1994; 0.10 of 1% on average daily net
assets, payable during fiscal year 1995.
Total Net Assets
as of Management Compensation
March 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Weekly Net Assets
---- ------------- ----------------------------------
The Argentina Fund, Inc.* $ 94,200 1.30%; Scudder pays Sociedad General de
Negocios y Valores S.A. for investment and
research services 0.36 of 1%.
10
<PAGE>
Total Net Assets
as of Management Compensation
March 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Weekly Net Assets
---- ------------- ----------------------------------
The Brazil Fund, Inc.*++ $ 279,900 1.30%; 1.25% on net assets in excess of $150
million; and 1.20% on net assets in excess of
$300 million. Scudder pays Banco Icatu S.A.
for investment and research services 0.25 of
1%; 0.15 of 1% on net assets in excess of
$150 million; and 0.05 of 1% on net assets in
excess of $300 million.
Scudder New Asia Fund, Inc.* $ 133,200 1.25%; 1.15% on net assets in excess of $75
million; 1.10% on net assets in excess of
$200 million.
Scudder New Europe Fund, Inc.* $ 180,500 1.25%; 1.15% on net assets in excess of $75
million; 1.10% on net assets in excess of
$200 million.
Total Net Assets
as of Management Compensation
March 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Monthly Net Assets
---- ------------- -----------------------------------
The Korea Fund, Inc.* $ 610,800 1.15%; 1.10% on net assets in excess of $50
million; 1% on net assets in excess of $100
million; 0.95 of 1% on net assets in excess
of $350 million; 0.90 of 1% on net assets in
excess of $750 million. Scudder pays Daewoo
Capital Management Co., Ltd. for investment
and research services 0.2875 of 1%; 0.275 of
1% on net assets in excess of $50 million;
0.25 of 1% on net assets in excess of $100
million; 0.2375 of 1% on net assets in excess
of $350 million; 0.2250 of 1% on net assets
in excess of $750 million.
+ Scudder has agreed to maintain the annualized expenses of the fund at not
more than 1.50% of average daily net assets until February 29, 1996.
* These funds are not subject to state imposed expense limitations.
++ Banco Icatu S.A. has agreed to waive 50% of the fee it receives from
Scudder. As a result of the waiver, Scudder will waive a portion of its
investment management fee from the fund equal to the amount of the fee
waived by Banco Icatu S.A.
</TABLE>
Directors, officers and employees of Scudder from time to time may have
transactions with various banks, including the Fund's custodian bank. It is
Scudder's opinion that the terms and conditions of those transactions that have
occurred were not influenced by existing or potential custodial or other Fund
relationships.
11
<PAGE>
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible, Scudder places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a wholly-owned subsidiary of
Scudder), which in turn places orders on behalf of the Fund with issuers,
underwriters or other brokers and dealers. The Distributor receives no
commissions, fees or other remuneration from the Fund for this service.
Allocation of portfolio transactions is supervised by Scudder.
The Administrator
In addition to acting as investment manager to the Fund, Scudder acts as
administrator of the Fund pursuant to an administration agreement dated May 1,
1992 (the "Administration Agreement").
Pursuant to the Administration Agreement, Scudder administers the Fund's
corporate affairs, subject to the supervision of the Fund's Board of Directors
and, in connection therewith, will, among other things, provide facilities for
meetings of the Board of Directors and stockholders of the Fund, determine the
Fund's net asset value, maintain the books and records of the Fund, prepare the
Fund's federal, state and local income tax returns, prepare the financial
information for the Fund's proxy statements and annual reports to stockholders
and prepare the Fund's periodic financial reports to the SEC. Scudder has
authorized any of its Directors, Officers and employees who have been elected as
Directors or Officers of the Fund to serve in such capacities. All services
furnished by Scudder under the Administration Agreement may be furnished by such
Directors, Officers or employees of Scudder. In connection with its
administration of the corporate affairs of the Fund, Scudder will pay the
salaries and expenses of all personnel of Scudder, including such personnel who
serve as Officers or Directors of the Fund.
The Fund pays Scudder for the services performed and the facilities
furnished a fee at an annual rate of 0.20% of the Fund's average weekly net
assets. For the fiscal year ended September 30, 1994, the aggregate fee incurred
by the Fund for the administrative services of Scudder was $117,423. The Fund is
not subject to any state expense limitations.
The Administration Agreement provides that Scudder will not be liable to
the Fund for any error of judgment by Scudder or for any loss suffered by the
Fund in connection with the matters to which the Administration Agreement
relates except a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard of duty. The Administration Agreement also
provides that it will terminate automatically if assigned and that it may be
terminated without penalty by either party upon not less than 60 days' prior
written notice.
Other Matters
The Board of Directors does not know of any matters to be brought before
the Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
adjournments thereof in accordance with their best judgment.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by Officers of the Fund or personnel of Scudder. The Fund
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072-2586 to assist in the proxy solicitation. The cost
of their services is estimated at $4,500. The expenses connected with the
12
<PAGE>
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Corporate Investor Communications, Inc., in person, by
telephone or by telegraph will be borne by the Fund. The Fund will reimburse
banks, brokers and other persons holding the Fund's shares registered in their
names or in the names of their nominees, for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by July 12, 1995, the persons named
as appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
1996 meeting of Stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder, Stevens & Clark, Inc. at 345 Park
Avenue, New York, New York 10154 not later than December 27, 1995.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
April 24, 1995
13
<PAGE>
<TABLE>
<S> <C>
PROXY THE FIRST IBERIAN FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders--July 12, 1995
The undersigned hereby appoints Juris Padegs, Daniel Pierce and Wilson Nolen, each with the power of substitution, as proxies
for the undersigned, to vote all shares of The First Iberian Fund, Inc. (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, Stevens & Clark, Inc., 25th Floor, 345 Park
Avenue (at 51st Street), New York, New York 10154, on Wednesday, July 12, 1995 at 9:45 a.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.
1. The election of Directors;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [] to vote for all nominees listed below []
Nominees: Class of 1998: Daniel Pierce and Richard M. Hunt
(INSTRUCTION To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
-----------------------------------------------------------------------
2. Ratification of the selection of Price Waterhouse LLP as independent accountants; FOR [] AGAINST [] ABSTAIN []
3. Approval of the continuance of the Investment Management Agreement between FOR [] AGAINST [] ABSTAIN []
the Fund and Scudder, Stevens & Clark, Inc.;
The Proxies are authorized to vote upon such business as may properly come
before the Meeting.
<PAGE>
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 Stockholders)
__________________________________________________________
(Signature of joint owner, if any)
Date _______________________________________________, 1995
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
</TABLE>
