The First Iberian Fund, Inc.
345 Park Avenue
New York, NY 10154-0010
May 19, 1997
Mr. John Grzeskiewicz
Division of Investment Management
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The First Iberian Fund, Inc. (the "Fund")
Dear Mr. Grzeskiewicz:
In accordance with paragraph (a) of Rule 14a-6 under the Securities and Exhange
Act of 1934, enclosed for electronic filing herewith, please find a preliminary
copy of the Notice of Annual Meeting, Proxy Statement and Proxy Card in
connection with the meeting of stockholders scheduled for July 23, 1997.
Stockholders of the Fund will be asked to elect two Directors, consider the
ratification of the selection of Price Waterhouse LLP as the Fund's independent
accountants, and consider the approval of an amendment to the Articles of
Incorporation of the Fund changing the name of the Fund to Scudder Spain and
Portugal Fund, Inc.
The proxy materials are scheduled to be mailed to stockholders on or about
June 11, 1997. Please contact me at (617) 295-2567 if you have any questions or
concerns.
Sincerely,
/s/Thomas F. McDonough
Thomas F. McDonough
Secretary
TFM/mmp
<PAGE>
Preliminary Copy
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The First Iberian Fund, Inc.
June 11, 1997
To the Stockholders:
The Annual Meeting of Stockholders of The First Iberian Fund, Inc. (the
"Fund") is to be held at 11:30 a.m., Eastern time, on Wednesday, July 23, 1997,
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 an amendment to the
Articles of Incorporation of the Fund changing the name of the Fund to Scudder
Spain and Portugal Fund, 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/Daniel Pierce
Nicholas Bratt Daniel Pierce
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 23, 1997, at 11:30 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 of the Board of Directors in
selecting Price Waterhouse LLP as the Fund's independent accountants
for the fiscal year ending September 30, 1997.
(3) To approve or disapprove an amendment to the Articles of
Incorporation of the Fund changing the name of the Fund from The First
Iberian Fund, Inc. to Scudder Spain and Portugal Fund, 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 June 4, 1997 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
June 11, 1997
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 23, 1997, at 11:30 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 June 11, 1997, 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.
Holders of record of the common stock of the Fund at the close of business
on June 4, 1997 (the "Record Date"), will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were _________ 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, 1996, 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 II) 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 proxies
will be voted for such person, if any, as shall be designated by the Board of
Directors to replace any such nominee.
1
<PAGE>
Information Concerning Nominees
The following table sets forth certain information concerning each of the
two nominees for 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.
Class II - Nominees to serve until 2000 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1997(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Paul J. Elmlinger (38)*+ Vice President and Assistant 1996 -- --
Secretary; Managing Director of
Scudder, Stevens & Clark, Inc.
Mr. Elmlinger serves on the
board of one additional fund
managed by Scudder.
Dr. Wilson Nolen (70) Consultant; Trustee, Cultural 1992 ____ (2) less than
Institutions Retirement Fund, 1/4 of 1%
Inc., New York Botanical Garden,
Skowhegan School of Painting and
Sculpture; Director, Ecohealth,
Inc. (biotechnology company)
(until 1996); and Director,
Chattem, Inc. (drug and chemical
company) (until 1993). Dr. Nolen
serves on the boards of an
additional 18 funds managed by
Scudder.
</TABLE>
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 Class I and III Directors do not expire
this year. The following table sets forth certain information regarding the
Directors in such classes. Unless otherwise noted, each Director has engaged in
the principal occupation listed in the following table for more than five years,
but not necessarily in the same capacity.
Class III - Directors serving until 1998 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1997(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Daniel Pierce (63)*+ Chairman of the Board and 1992 _____ less than
Managing Director of Scudder, 1/4 of 1%
Stevens & Clark, 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 56 funds managed by
Scudder.
Richard M. Hunt (70) University Marshal and Senior 1994 _____ less than
Lecturer, Harvard University; 1/4 of 1%
Vice Chairman, American Council
on Germany; Director, Council on
the United States and Italy;
Life Trustee, American Field
Service; and Partner, Elmhurst
Investment Trust (family
investment firm). Mr. Hunt
serves on the boards of an
additional five funds managed by
Scudder.
</TABLE>
3
<PAGE>
Class I - Directors serving until 1999 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1997(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Nicholas Bratt (49)* President; Managing Director of 1992 -- less than
Scudder, Stevens & Clark, Inc. 1/4 of 1%
Mr. Bratt serves on the boards
of an additional 14 funds
managed by Scudder.
Rogerio C.S. Martins (68) Chairman of the Board, 1987 -- --
Atlas-Copco de Portugal (air
compressor equipment); Director,
Credit Lyonnais Portugal;
Adviser to the Portuguese
Minister of Economy. Until 1996,
Columnist, Publico (newspaper);
Professor, Institute Superior de
Estudos Financeiros e Fiscais;
Director, Ramalho Rosa
(construction) and Lusotur
Sociedade Financeira de Turismo
(tourism).
Jose Pedro Perez Attorney, Garcia Anoveros and 1992 -- --
Llorca (56) Perez Llorca; President,
Atlantic Association
(international relations
organization); and Director,
Foster Wheeler Spain and NCR
Spain; and Consultant, 3M
Espana.
All Directors and Officers as a group _____ (3) ____%
</TABLE>
- ---------------------------
* Persons 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) of the Fund or of the Fund's investment manager,
Scudder, Stevens & Clark, Inc. Messrs. Bratt, Elmlinger 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.
4
<PAGE>
+ Messrs. Elmlinger 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.
(2) Dr. Nolen may be deemed to be the beneficial owner of certain of these
shares, but disclaims any beneficial ownership therein.
(3 The total for the group includes _____ shares held with sole investment and
voting power and _____ shares held with shared investment and voting power.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the Investment Company Act of 1940, as amended, (the "1940 Act"), as applied to
a fund, requires the fund's officers and 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 American 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, 1996, its Reporting Persons complied with all applicable
filing requirements except that Form 4 on behalf of Daniel Pierce and Forms 3 on
behalf of the following subsidiaries of Scudder, Stevens & Clark, Inc. were
filed late: Scudder Fund Accounting Corporation; Scudder Realty Holdings
Corporation; Scudder, Stevens & Clark Asia Limited; Scudder Canada Investor
Services L.T.D.; Scudder Defined Contribution Services, Inc.; Scudder Capital
Stock Corporation; SIS Investment Corporation; SRV Investment Corporation;
Scudder Cayman Ltd.; Scudder, Stevens & Clark Australia Limited; and Scudder
Realty Holdings (II) L.L.C.
To the best of the Fund's knowledge, as of April 30, 1997 no person owned
beneficially more than 5% of the Fund's outstanding stock.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met four times during the fiscal year
ended September 30, 1996. 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. Llorca who attended 68% 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 Committee on Independent Directors. 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 on January 29, 1997. 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.
5
<PAGE>
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors and consideration of other related
matters. Stockholders' recommendations as to nominees received by management are
referred to the Committee for its consideration and action. The Committee met on
January 29, 1997 to consider and nominate the nominees set forth above.
Executive Officers
In addition to Messrs. Bratt, Elmlinger and Pierce, 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>
Carol L. Franklin (44) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Joan R. Gregory (51) Vice President; Vice President of 1993
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (64) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Thomas F. McDonough (50) Vice President and Secretary; Principal of 1992
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (43) Vice President and Treasurer; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Edward J. O'Connell (52) Vice President and Assistant Treasurer; Principal of 1992
Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (44) Vice President and Assistant Secretary; Managing 1992
Director of Scudder, Stevens & Clark, Inc.
</TABLE>
(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 in accordance with the By-Laws of the Fund.
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $93,033, including expenses, during the fiscal year ended
September 30, 1996. Each such unaffiliated Director currently receives fees paid
by the Fund of $750 per Directors' 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 and meetings held for the purposes of
considering arrangements between the Fund and the Investment Manager or an
affiliate of the Investment Manager, 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 a management 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 8), although the Fund makes no direct payments to them other than
6
<PAGE>
for reimbursement of travel expenses in connection with the attendance of
Directors' and committee meetings.
The following Compensation Table, provides in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund.
Column (2) Aggregate compensation received by a Director from the Fund.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay its Directors such benefits.
Column (5) Total compensation received by a Director from the Fund, plus
compensation received from all funds managed by Scudder for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
a Director for serving on the Board of a closed-end fund is greater than the
compensation received by a Director for serving on the Board of an open-end
fund.
Compensation Table
for the year ended December 31, 1996
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Estimated Total Compensation
Aggregate Retirement Benefits Annual Benefits From the Fund and
Name of Person, Compensation Accrued As Part of Upon Fund Complex
Position from the Fund Fund Expenses Retirement Paid to Director
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard M. Hunt, $12,500 N/A N/A $24,750
Director (2 funds*)
Jose Pedro Perez Llorca, $10,075 N/A N/A $10,075
Director (1 fund)
Rogerio C.S. Martins, $10,775 N/A N/A $10,775
Director (1 fund)
Dr. Wilson Nolen, $12,500 N/A N/A $165,608
Director (17 funds*)
</TABLE>
* This does not include membership on the Boards of funds which commenced
operations in 1996.
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 on May 12, 1997, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, recommended to stockholders
the selection of Price Waterhouse LLP to act as independent accountants for the
Fund for the fiscal year ending September 30, 1997. 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.
7
<PAGE>
The Fund's financial statements for the fiscal year ended September 30,
1996 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 AMENDMENT TO ARTICLES OF INCORPORATION OF
THE FUND CHANGING THE NAME OF THE FUND FROM THE FIRST IBERIAN FUND, INC. TO
SCUDDER SPAIN AND PORTUGAL FUND, INC.
Article SECOND of the Fund's Articles of Incorporation (the "Articles")
currently provides that the name of the Fund is The First Iberian Fund, Inc.
At a meeting held on January 29, 1997, the Fund's Board of Directors
approved and, at a meeting held on May 12, 1997, recommended to the stockholders
the adoption of an amendment to the Articles which would change the name of the
Fund to "Scudder Spain and Portugal Fund, Inc." The proposed amendment would be
effectuated by amending Article SECOND of the Articles to read as follows:
"The name of the corporation is Scudder Spain and Portugal Fund, Inc." (the
"Corporation").
The Board of Directors has determined that the proposed name would better
define the Fund's geographic investment location than the current name of the
Fund. At the meeting held on January 29, 1997, the Board of Directors also
approved the delisting of the Fund from the American Stock Exchange and the
listing of the Fund on the New York Stock Exchange (NYSE).
If approved by stockholders, it is currently anticipated that the change in
name of the Fund will become effective upon the filing of appropriate documents
in Maryland, and will be coordinated with the commencement of the Fund's listing
on the NYSE.
The Board of Directors and Management of the Fund have determined that
listing the Fund's shares of common stock on the NYSE may provide potential
benefits to the Fund and Fund stockholders, including increased market
visibility and increased exposure of the Fund among the financial community, and
a potential for increased trading volume for Fund shares, which, if realized,
could provide increased liquidity and a decrease in the discount in the market
price of Fund shares as compared to its net asset value per share. There can be
no assurance, however, that any of these potential benefits will be realized, or
that any further action will be taken by the Board of Directors and Fund
Management to realize any such benefits.
Required Vote
The affirmative vote of the holders of at least a majority of the
outstanding shares of Common Stock of the Fund is required for the adoption of
the proposed amendment. Your Fund's Directors recommend a vote FOR the proposal.
8
<PAGE>
Investment Manager
Scudder, the Fund's Investment Manager, is a Delaware corporation. Daniel
Pierce* is the Chairman of the Board of Scudder. Edmond D. Villani# is the
President and Chief Executive Officer of Scudder. Stephen R. Beckwith#, Lynn S.
Birdsong#, Nicholas Bratt#, E. Michael Brown*, Mark S. Casady*, Linda C.
Coughlin*, Margaret D. Hadzima*, Jerard K. Hartman#, Richard A. Holt@, John T.
Packard+, Kathryn L. Quirk#, Cornelia M. Small# and Stephen A. Wohler* 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.
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
and all Principals own nonvoting stock.
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 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.
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 properly 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 facsimile 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
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 facsimile 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.
- ---------------------------
* 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
9
<PAGE>
In the event that sufficient votes in favor of any proposal set forth in
the Notice of Meeting are not received by July 23, 1997, 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
1998 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 February 12, 1998.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
June 11, 1997
10
<PAGE>
Preliminary Copy
PROXY THE FIRST IBERIAN FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTOR
Annual Meeting of Stockholders -- July 23, 1997
The undersigned hereby appoints Paul Elmlinger, 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 23, 1997 at 11:30 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.
<TABLE>
<S> <C> <C> <C>
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: Paul Elmlinger and Dr. Wilson Nolen
(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 an amendment to the Articles
of Incorporation of the Fund changing the
name of the Fund to Scudder Spain and
Portugal Fund, Inc. FOR /_/ AGAINST /_/ ABSTAIN /_/
The Proxies are authorized to vote upon such other business as may
properly come before the Meeting.
<PAGE>
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT /_/
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
Please sign exactly as your name or Signature: Date:
names appear. When signing as attorney, ------------------ ---------------
executor, administrator, t rustee or
guardian, please give your full title as Signature: Date:
such. ------------------ ---------------
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