[LOGO]
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
June 19, 1998
The Argentina Fund, Inc.
To the Stockholders:
The Annual Meeting of Stockholders of The Argentina Fund, Inc.
(the "Fund") is to be held at 9:00 a.m., eastern time, on Tuesday, July 28, 1998
at the offices of Scudder Kemper Investments, 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 card are enclosed.
At the Annual Meeting, the stockholders will elect two
Directors and consider the ratification of the selection of Coopers & Lybrand
L.L.P. as the Fund's independent accountants. 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
Nicholas Bratt
Chairman of the Board
and President
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 ARGENTINA FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
The Argentina Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of The Argentina
Fund, Inc. (the "Fund"), has been called to be held at the offices of Scudder
Kemper Investments, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New
York, New York 10154, on Tuesday, July 28, 1998 at 9:00 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 Coopers & Lybrand L.L.P. as the Fund's independent
accountants for the fiscal year ending October 31, 1998.
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 12, 1998 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
June 19, 1998
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.
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PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of The Argentina Fund, Inc.
(the "Fund") for use at the Annual Meeting of Stockholders, to be held at the
offices of Scudder Kemper Investments, Inc. ("Scudder Kemper"), 25th Floor, 345
Park Avenue (at 51st Street), New York, New York 10154, on Tuesday, July 28,
1998, at 9:00 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 19, 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 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.
Holders of record of the common stock of the Fund at the close
of business on June 12, 1998 (the "Record Date"), will be entitled to one vote
per share on all business of the Meeting and any adjournments. There were
9,273,027 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 October 31, 1997, 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 in favor of the election
of the two nominees listed below as Directors of the Fund 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. Information Concerning Nominees
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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.
Class III--Nominees to serve until 2001 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Present Office with the Fund, if Shares
any; Present Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director March 31, 1998 (1) Class
---------- --------------------------------- ---------- ------------------ --------
Ronaldo A. da Frota Director and Chief Executive Officer, 1991 1,100 Less than
Nogueria (59) IMF Editora Ltda. (financial 1/4 of 1%
publisher). Mr. Nogueira serves on
the boards of certain other funds
managed by Scudder Kemper.
Susan Kaufman Vice President, Council of the 1991 200 Less than
Purcell (56) Americas; Vice President, Americas 1/4 of 1%
Society; Director, Valero Energy
Corp. Dr. Purcell serves on the board
of one additional fund managed by
Scudder Kemper.
</TABLE>
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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 II
Directors do not expire this year. The following table sets forth certain
information regarding the Directors in such classes. Class I--Director to serve
until 1999 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Present Office with the Fund, if Shares
any; Present Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director March 31, 1998 (1) Class
---------- --------------------------------- ---------- ------------------ --------
Wilson Nolen (71)+ Consultant; Trustee, 1991 11,215 Less than
Cultural Institutions 1/4 of 1%
Retirement Fund, Inc.,
New York Botanical
Garden, Skowhegan
School of Painting &
Sculpture; Director,
Ecohealth, Inc.
(biotechnology company)
(until 1996); and
Director, Chattem, Inc.
(drug and chemical
company) (until 1993).
Mr. Nolen serves on the
boards of certain other
funds managed by
Scudder Kemper.
</TABLE>
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Class II--Directors to serve until 2000 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Present Office with the Fund, if Shares
any; Present Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director March 31, 1998 (1) Class
---------- --------------------------------- ---------- ------------------ --------
President; Managing Director of 1997 1,677 Less than
Scudder Kemper Investments, Inc.; and 1/4 of 1%
Director, Korea Society (private
society). Mr. Bratt serves on the
boards of certain other funds managed
by Scudder Kemper.
Chairman, Argentine Institute of Capital 1996 -- --
Markets; Vice President, Buenos Aires
Stock Exchange.
All Directors and Officers as a group 14,192 Less than
1/4 of 1%
</TABLE>
* Person considered by the Fund and its counsel to be an "interested person"
[which as used in this proxy statement is as defined in the Investment
Company Act of 1940, as amended, (the "1940 Act")] of the Fund or of the
Fund's investment manager. Mr. Bratt is deemed to be an interested person
because of his affiliation with the Fund's investment manager, Scudder
Kemper Investments, Inc., or because he is an Officer of the Fund or both.
+ Messrs. Bratt and Nolen 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.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and
Section 30(h) of the 1940 Act, as applied to a fund, require 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 New York Stock Exchange.
Such persons are required by SEC regulations to furnish the fund with copies of
all such filings.
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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 October 31, 1997, all filing requirements
applicable to its reporting persons were complied with except that Forms 3 on
behalf of Alejandro Castro Valsechi and Mariano Ferrero (officers of Sociedad
General de Negocios y Valores S.A.) were filed late.
According to filings with the SEC on Schedule 13G made in
February 1998, President and Fellows of Harvard College, c/o Harvard Management
Company, Inc. 600 Atlantic Avenue, Boston, Massachusetts 02110 reported
beneficial ownership of 1,242,600 shares, or 13.4% of the Fund's outstanding
shares; and OTR nominee for The State Teachers Retirement Board of Ohio, 275
East Broad Street, Columbus, Ohio 43215, reported beneficial ownership of
491,100 shares, or 5.28% of the Fund's outstanding shares. According to filings
with the SEC on Schedule 13G made in January 1998, Fiduciary Trust Company
International, Two World Trade Center, New York, New York 10048 on behalf of
United Nations Joint Staff Pension Fund, United Nations, New York, New York
10017, reported beneficial ownership of 575,000 shares, or 6.21% of the Fund's
outstanding shares.
Except as noted above, to the best of the Fund's knowledge, as
of March 31, 1998 no other person owned beneficially more than 5% of the Fund's
outstanding stock.
Honorary Director
Jose E. Rohm serves as an Honorary Director of the Fund.
Honorary Directors are invited to attend all Board meetings and to participate
in Board discussions, but are not entitled to vote on any matter presented to
the Board. Mr. Rohm served as a Director of the Fund since 1991 and resigned
from the Board in 1997.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met five times during the
fiscal year ended October 31, 1997. 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. Fraga, who attended
71% 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 Kemper
("Noninterested Directors") as defined in the 1940 Act, which last met on
February 24, 1998. 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.
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
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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 last
met on February 24, 1998 to consider and to nominate the nominees as set forth
above. Executive Officers
In addition to Mr. Bratt, a Director who is also an Officer of
the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
<S> <C> <C>
Name (Age) Present Office with the Fund; Year First Became
Principal Occupation or Employment (1) an Officer (2)
-------------------------------------- --------------
Paul J. Elmlinger (39) Vice President and Assistant Secretary; Managing 1991
Director of Scudder Kemper Investments, Inc.
Bruce H. Goldfarb (33) Vice President and Assistant Secretary; Vice President 1997
of Scudder Kemper Investments, Inc. since February 1997;
previously practiced law with the law firm of Cravath,
Swaine & Moore.
Judith A. Hannaway (43) Vice President; Vice President of Scudder Kemper 1997
Investments, Inc. since February 1995; previously a
Senior Vice President in the Investment Banking Group of
Kidder Peabody & Company.
Jerard K. Hartman (65) Vice President; Managing Director of Scudder Kemper 1991
Investments, Inc.
John R. Hebble (40) Assistant Treasurer; Senior Vice President of Scudder 1998
Kemper Investments, Inc.
Luis R. Luis (54) Vice President; Managing Director of Scudder Kemper 1991
Investments, Inc.
Thomas F. McDonough (51) Vice President, Secretary and Treasurer; Senior Vice 1991
President of Scudder Kemper Investments, Inc.
Caroline Pearson (36) Assistant Secretary; Vice President of Scudder Kemper 1998
Investments, Inc. since September 1997; previously
practiced law with the law firm of Dechert Price &
Rhoads.
Paul Rogers (42) Vice President; Vice President of Scudder Kemper 1997
Investments, Inc.
</TABLE>
(1) Unless otherwise stated, all Executive Officers have been associated with
Scudder Kemper for more than five years, although not necessarily in the
same capacity.
(2) The President, Treasurer and Secretary each hold office until his successor
has been duly elected and qualified, and all other officers hold offices 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 Kemper was $80,239, including expenses, during the
fiscal year ended October 31, 1997. 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 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
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fee of $750). Scudder Kemper 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 Kemper and participate in the fees paid to that firm
(see "Investment Manager"), although the Fund makes no direct payments to them
other than for reimbursement of travel expenses in connection with the
attendance at Board 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 and
Scudder.
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, Scudder,
plus compensation received from all funds managed by Scudder Kemper 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.
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1997
<S> <C> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Aggregate Compensation as
Aggregate Estimated a Director/Trustee of the
Compensation Pension or Annual Fund and Other Scudder
as a Director of the Fund Retirement Benefits Benefits Funds
Name of Person, Accrued As Part of Upon
Position Fund Expenses Retirement
Paid by Paid by Paid by Paid by
Fund Scudder** Funds Scudder**
Javier A. Gonzalez $9,325 $-- N/A N/A $9,325 $--
Fraga, Director (1 fund)
Ronaldo A. da Frota $10,375 $750 N/A N/A $49,234 $3,175
Nogueira, Director (4 funds)
Wilson Nolen, $12,500 $750 N/A N/A $189,548 $25,300
Director (21 funds*)
Susan Kaufman $12,250 $750 N/A N/A $37,034 $2,250
Purcell, Director (3 funds)
</TABLE>
* This does not include membership on the Boards of funds that commenced
operations in 1998.
** During 1997 Scudder, Stevens & Clark, Inc. ("Scudder") voluntarily agreed
to pay the fees and expenses of Directors relating to special meetings held
for the purpose of considering the proposed alliance between Scudder and
Zurich Insurance Company, which was consummated on December 31, 1997.
Until October 1, 1997, the Fund's Board of Directors had a
board of outside, independent advisers (the "Advisory Board") with which Scudder
Kemper and the Board of Directors consulted on economic and political trends and
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developments affecting Argentina. The Advisory Board was composed of three
members and two honorary members selected on the basis of their expertise and
accomplishments in Argentine affairs. The Advisory Board possessed no authority
or responsibility with respect to the Fund's investments, management or
operation and made no recommendations as to particular investments made or
contemplated by the Fund. Each member of the Advisory Board, with the exception
of the honorary members, received from the Fund an annual fee of $7,000. For the
fiscal year ended October 31, 1997, Advisory Board fees and expenses amounted to
$23,436. Effective October 1, 1997, the Advisory Board was discontinued.
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 27, 1998, the Board of Directors of
the Fund, including a majority of the Noninterested Directors, selected Coopers
& Lybrand L.L.P. to act as independent accountants for the Fund for the fiscal
year ending October 31, 1998. Coopers & Lybrand L.L.P. 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 Coopers & Lybrand L.L.P. 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 or management.
The Fund's financial statements for the fiscal year ended
October 31, 1997 were audited by Coopers
& Lybrand L.L.P.
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 Coopers & Lybrand L.L.P. as independent accountants. Investment
Manager
The Investment Manager is a Delaware corporation. Rolf Hueppi*
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, Steven Gluckstern* is a Director and
Marcus Rohrbasser* is a Director of the Investment Manager. The principal
occupation of each of Edmond D. Villani, Stephen R. Beckwith, Kathryn L. Quirk,
and Cornelia M. Small is serving as a Managing Director of the Investment
Manager; the principal occupation of Rolf Hueppi, Laurence Cheng, Steven
Gluckstern and Marcus Rohrbasser is serving as an officer of Zurich Insurance
Company ("Zurich").
- ------------------------
* Mythenquai 2, Zurich, Switzerland
# 345 Park Avenue, New York, New York
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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 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 "Trust"); and 9.66% by the Trust. There are
no outstanding non-voting securities of the Investment Manager.
In connection with a transaction effective December 31, 1997,
pursuant to which Zurich acquired a two-thirds interest in Scudder for $866.7
million in cash and the businesses of Scudder and Zurich's subsidiary, Zurich
Kemper Investments, Inc., were combined to form Scudder Kemper, Mr. Bratt sold
15.0% of his holdings in Scudder to Zurich for cash.
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, 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 Mr. Armando M. Braun,
the Vice Chairman is Mr. Julio D. Barroero and the Director is Mr. Claudio G.
Waidelich. Their business address is Esmeralda 130, 7th Floor, Office "C,"
Buenos Aires, Argentina. The Chairman of the Board of BGN is Mr. Jose E. Rohm
and Mr. Carlos A. Rohm is the Vice Chairman of the Board. They are both located
at Esmeralda 130, Groundfloor. The directors of BGN are Dr. Jose Maria Alvarez
de Toledo, Mr. William B. Harrison (Jr.), Dr. Adalbert Krieger Vasena, Dr.
Enrique J. Loncan, Dr. Jose A. Martinez de Hoz, Prof. Dr. Ernst-Moritz Lipp, Mr.
Lukas Muhlemann, Dr. Carlos Pando Casado and Mr. Hector E. Puppo. The Alternate
Directors are Mr. Julio D. Barroero, Mr. Alejandro A. Dodero, Mr. Gerd R.
Hausler, Dr. David C. Mulford, Mr. Brian D. O'Neill, Mr. Julio C. Tielens and
Mr. Adolfo E. Zuberbuhler. 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 Finance Limited, Dresdner Bank
Lateinamerika A.G. and Banca Nazionale del Lavoro SPA. Orders for the purchase
and sale of securities for the Fund's portfolio may be placed with BGN and its
affiliates as well as other Argentine brokers and financial institutions.
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible Scudder Kemper places orders
for portfolio transactions through Scudder Investor Services, Inc. (the
"Distributor") (a corporation registered as a broker/dealer and a subsidiary of
Scudder Kemper), 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. In
selecting brokers and dealers with which to place portfolio transactions for the
Fund, Scudder Kemper may place such transactions with brokers and dealers that
sell shares of funds advised by Scudder Kemper. Allocation of portfolio
transactions is supervised by Scudder Kemper.
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During the fiscal year ended October 31, 1997, the Fund paid
total brokerage commissions of $294,352 of which $14,132 (4.8% of the Fund's
total brokerage commissions for the period) was paid to BGN in respect to
portfolio transactions for the Fund.
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 Kemper. The Fund has retained Shareholder Communications Corporation, 17
State Street, New York, New York 10004, to assist in the proxy solicitation. The
cost of their services is estimated at $3,500. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Shareholder Communications Corporation, 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.
In the event that sufficient votes in favor of any proposal
set forth in the Notice of this Meeting are not received by July 28, 1998, 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.
Shareholder Proposals
Any proposal by a stockholder of the Fund intended to be
presented at the 1999 meeting of stockholders of the Fund must be received by
Thomas F. McDonough, Secretary of the Fund, c/o Scudder Kemper Investments,
Inc., 345 Park Avenue, New York, New York 10154, not later than February 19,
1999.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
June 19, 1998
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<TABLE>
<S> <C> <C>
PROXY THE ARGENTINA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders--July 28, 1998
The undersigned hereby appoints Nicholas Bratt, Wilson Nolen and Javier A. Gonzales Fraga and each of them, the
proxies of the undersigned, with the power of substitution to each of them, to vote all shares of The Argentina Fund,
Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of The Argentina Fund, Inc. 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 Tuesday, July 28, 1998 at 9:00 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 III: Ronaldo A. da Frota Nogueira and Susan Kaufman Purcell
(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 Coopers & Lybrand L.L.P. as independent FOR [] AGAINST [] ABSTAIN []
accountants.
(continued on other side)
<PAGE>
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 Stockholder)
____________________________________________________
(Signature of joint owner, if any)
Date__________________________________________, 1998
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
</TABLE>
