ARGENTINA FUND INC
DEF 14A, 1999-06-22
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[LOGO]
                                             345 Park Avenue (at 51st Street)
                                                     New York, New York 10154
                                                               (800) 349-4281

The Argentina Fund, Inc.

                                                                June 17, 1999

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 27,  1999 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 one Director and consider
the  ratification of the selection of  PricewaterhouseCoopers  LLP 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 27, 1999 at 9:00 a.m., eastern time, for
the following purposes:

          (1) To elect one  Director  of the Fund to hold  office  for a term of
     three  years or until  his  successor  shall  have been  duly  elected  and
     qualified;

          (2) To ratify or reject the action  taken by the Board of Directors in
     selecting  PricewaterhouseCoopers LLP as the Fund's independent accountants
     for the fiscal year ending October 31, 1999.

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  10,  1999  are  entitled  to  vote  at the  meeting  and any
adjournments thereof.


                                             By order of the Board of Directors,
                                             John Millette, Secretary
June 17, 1999

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

                                       2
<PAGE>

                                 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 27, 1999, 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 17,  1999,  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 10, 1999 (the "Record Date"),  will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 9,284,370 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, 1998, without charge, by calling  800-349-4281 or writing
the Fund at 345 Park Avenue, New York, New York 10154.

                            (1) ELECTION OF DIRECTOR

    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 one
nominee  listed  below as a  Director  of the Fund to serve  for a term of three
years,  or until his  successor is duly elected and  qualified.  The nominee has
consented to stand for election and to serve if elected.  If 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
such nominee.



                                       3
<PAGE>

Information Concerning The Nominee

     The following table sets forth certain  information  concerning the nominee
as a Director of the Fund.  The nominee is not currently a Director of the Fund.
Unless  otherwise  noted,  the nominee has engaged in the  principal  occupation
listed in the following  table for more than five years,  but not necessarily in
the same capacity.

Class I--Nominee to serve until 2002 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, 1999(1)     Class
      ----------              --------------------------         --------      -----------------     -----

<S>                                                                 <C>            <C>           <C>
Kenneth C. Froewiss (53)  Visiting  Professor of Finance,  Stern      --              --               --
                          School   of    Business,    New   York
                          University;  Managing  Director,  J.P.
                          Morgan  (investment   banking  firm  )
                          (until 1996).
</TABLE>

                                       4
<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 II and III Directors do not expire
this year.  The  following  table sets forth certain  information  regarding the
Directors in such classes.


Class II--Directors 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, 1999(1)     Class
      ----------              --------------------------         --------      -----------------     -----

<S>                                                                 <C>            <C>           <C>
Nicholas Bratt (50)*+     President;    Managing   Director   of    1997           1,769         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.

Javier A. Gonzalez        Chairman,   Argentine   Institute   of    1996            --              --
    Fraga (50)            Capital   Markets;   Vice   President,
                          Buenos  Aires  Stock  Exchange  (until
                          May 1999).


</TABLE>

                                       5
<PAGE>

Class III--Directors to serve until 2001 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, 1999(1)     Class
      ----------              --------------------------         --------      -----------------     -----

<S>                                                                 <C>            <C>           <C>
Ronaldo A. da Frota       Director and Chief Executive  Officer,    1991           1,116         Less than
    Nogueira (60)         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.

All Directors and Officers as a group                                              3,085         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.

+    Mr. Bratt and Mr. Wilson  Nolen,  who is not standing for  reelection,  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,  as  amended,  and
Section  30(h) of 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


                                       6
<PAGE>

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  October 31, 1998,  all filing  requirements  applicable  to its reporting
persons were  complied  with except that Form 3 on behalf of Federico  Marini of
SGN was filed late.

    According  to filings  with the SEC on Schedule  13G made in February  1999,
President and Fellows of Harvard College,  c/o Harvard Management Company,  Inc.
600 Atlantic Avenue,  Boston,  Massachusetts 02110 reported beneficial ownership
of 825,000 shares, or 8.9% 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 1,112,000 shares, or 11.96% of the
Fund's outstanding shares.

     Except as noted above, to the best of the Fund's knowledge, as of March 31,
1999 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 four times  during the fiscal  year
ended October 31, 1998. 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 25% 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  23,  1999.  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.



                                       7
<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 last
met on March 12, 1999 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>

                                            Present Office with the Fund;               Year First Became
         Name (Age)                    Principal Occupation or Employment (1)             an Officer (2)
         ----------                    --------------------------------------             --------------

<S>                           <C>                                                              <C>
Paul J. Elmlinger (40)        Vice President and Assistant Secretary; Managing                 1991
                              Director of Scudder Kemper Investments, Inc.

Bruce H. Goldfarb (34)        Vice President and Assistant Secretary; Senior Vice              1997
                              President of Scudder Kemper Investments, Inc. since
                              February 1997;  previously  practiced law with the
                              law firm of Cravath, Swaine & Moore.

Judith A. Hannaway (44)       Vice President; Senior 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.

John R. Hebble (41)           Treasurer; Senior Vice President of Scudder Kemper               1998
                              Investments, Inc.

John Millette (36)            Vice President and Secretary; Assistant Vice President           1999
                              of Scudder Kemper Investments, Inc. since September
                              1994; previously employed by the law firm Kaye, Scholer,
                              Fierman, Hays & Handler.

Ann M. McCreary (42)          Vice President; Managing Director of Scudder Kemper              1998
                              Investments, Inc.

Caroline Pearson (37)         Assistant Secretary; Senior Vice President of Scudder            1998
                              Kemper Investments, Inc. since September 1997;
                              previously practiced law with the law firm of Dechert
                              Price & Rhoads.

Kathryn L. Quirk (46)         Vice President and Assistant Secretary; Managing                 1991
                              Director of Scudder Kemper Investments, Inc.

Paul H. Rogers (43)           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.


                                       8
<PAGE>


Transactions with and Remuneration of Directors and Officers

    The aggregate  direct  remuneration  by the Fund of Directors not affiliated
with Scudder  Kemper was  $69,384,  including  expenses,  during the fiscal year
ended October 31, 1998. 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 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 Kemper.

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 and Scudder
Kemper, 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, 1998
- ---------------------------------------------------------------------------------------------------------------
         (1)                     (2)                     (3)              (4)                  (5)
                                                                                    Aggregate Compensation as
                              Aggregate                                             a Director/Trustee of the
                             Compensation                              Estimated    Fund and Other Scudder
                      as a Director of the Fund       Pension or         Annual              Funds
                                                 Retirement Benefits    Benefits
   Name of Person,      Paid by      Paid by      Accrued as Part of      Upon       Paid by       Paid by
      Position           Fund        Scudder*       Fund Expenses      Retirement     Funds       Scudder*
- ---------------------------------------------------------------------------------------------------------------

<S>                     <C>             <C>              <C>             <C>         <C>           <C>
Javier A. Gonzalez      $7,575          $ --              N/A              N/A        $7,575        $ --
Fraga, Director                                                                      (1 fund)

Ronaldo A. da Frota     $10,375         $ --              N/A              N/A        $38,400       $ --
Nogueira, Director                                                                   (3 funds)

Wilson Nolen,           $15,000         $ --              N/A              N/A        $189,075      $6,375
Director                                                                             (21 funds)

Susan Kaufman           $12,250         $ --              N/A              N/A        $25,100       $ --
Purcell, Director                                                                    (2 funds)

</TABLE>


                                       9
<PAGE>

*    During 1998 Scudder Kemper  voluntarily agreed to pay the fees and expenses
     of  Directors  relating  to  special  meetings  held  for  the  purpose  of
     considering  the proposed  alliance  between Zurich  Insurance  Company and
     B.A.T Industries p.l.c., which was consummated on September 8, 1998.


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 26,  1999,  the Board of Directors of
the  Fund,  including  a  majority  of  the  Noninterested  Directors,  selected
PricewaterhouseCoopers  LLP to act as independent  accountants  for the Fund for
the  fiscal  year  ending  October  31,  1999.  PricewaterhouseCoopers  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 PricewaterhouseCoopers 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 or management.

     The Fund's financial  statements for the fiscal year ended October 31, 1998
were audited by PricewaterhouseCoopers LLP.

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
PricewaterhouseCoopers LLP as independent accountants.

Investment Manager

    The  Investment  Manager  is a  Delaware  corporation.  Rolf  Huppi*  is the
Chairman of the Board and Director,  Edmond D. Villani# is the President,  Chief
Executive Officer and Director,  Stephen R. Beckwith# is the Treasurer and Chief
Financial  Officer,  Kathryn L. Quirk# is the General Counsel,  Chief Compliance
Officer and  Secretary,  Lynn S.  Birdsong# is a Corporate  Vice  President  and
Director,  Cornelia M. Small# is a Corporate Vice  President,  Chief  Investment
Officer and Director, Laurence Cheng* is a Director, Gunther Gose* is a Director
and William H. Bolinder[ is a Director of the Investment Manager.  The principal
occupation of each of Edmond D. Villani, Stephen R. Beckwith,  Kathryn L. Quirk,
Lynn S. Birdsong and Cornelia M. Small is serving as a Managing  Director of the
Investment  Manager;  the  principal  occupation of Rolf Huppi is serving as the
Chairman  and  Chief  Executive  Officer  of  Zurich  Financial  Services  Group
("Zurich");  the principal  occupation of Laurence  Cheng is serving as a senior
partner of Capital Z Partners,  an investment fund; the principal  occupation of
Gunther Gose is serving as the Chief Financial Officer of Zurich;  the principal
occupation of William H. Bolinder is serving as a member of the Group  Executive
Board of Zurich.

- ------------------------
*   Mythenquai 2, Zurich, Switzerland
#   345 Park Avenue, New York, New York
[   1400 American Lane, Schaumburg, Illinois

                                       10

<PAGE>

         On September 7, 1998, the businesses of the Zurich Group (including
Zurich's 70% interest in Scudder Kemper) and the financial services businesses
of B.A.T Industries p.l.c. ("B.A.T") were combined to form a new global
insurance and financial services company known as Zurich Financial Services
Group. Zurich Financial Services Group is 57% owned by Zurich Allied AG, a
listed Swiss holding company, and 43% owned by Allied Zurich p.l.c., a listed
U.K. holding company. The home offices of Zurich Financial Services Group and
Zurich Allied AG are located at Mythenquai 2, 8002 Zurich, Switzerland, and the
home office of Allied Zurich p.l.c. is located at 22 Arlington Street, London,
England SW1A 1RW, United Kingdom.

    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.

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.  In addition,  when it can be done  consistently with
its  policy  of  obtaining  the most  favorable  net  results  in  placing  Fund
brokerage, Scudder Kemper is authorized to place such brokerage with brokers and
dealers who supply brokerage and research services to Scudder Kemper. Allocation
of portfolio transactions is supervised by Scudder Kemper.

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 plus expenses.  The costs and expenses connected
with the  solicitation  of the proxies and with any further proxies which may be
solicited by

                                       11
<PAGE>

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 27, 1999,  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

     Stockholders wishing to submit proposals for inclusion in a proxy statement
for the 2000  meeting of  stockholders  of the Fund  should  send their  written
proposals  to  John  Millette,   Secretary  of  the  Fund,  c/o  Scudder  Kemper
Investments,  Inc. at 345 Park Avenue, New York, New York 10154, by February 17,
2000. The timely submission of a proposal does not guarantee its inclusion.

     The Fund may  exercise  discretionary  voting  authority  with  respect  to
stockholder  proposals  for the  2000  meeting  of  stockholders  which  are not
included in the proxy  statement and form of proxy,  if notice of such proposals
is not received by the Fund at the above address on or before May 3, 2000.  Even
if  timely  notice  is  received,  the Fund may  exercise  discretionary  voting
authority in certain other circumstances.  Discretionary voting authority is the
ability to vote proxies that stockholders have executed and returned to the Fund
on matters  not  specifically  reflected  on the form of proxy.

By order of the Board of Directors,

John Millette
Secretary

345 Park Avenue
New York, New York 10154

June 17, 1999

                                       12
<PAGE>
PROXY                      THE ARGENTINA FUND, INC.                        PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                 Annual Meeting of Stockholders -- July 27, 1999

   The undersigned hereby appoints Nicholas Bratt, Bruce H. Goldfarb and Kathryn
L. Quirk 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  Kemper
Investments,  Inc., 25th Floor, 345 Park Avenue (at 51st Street),  New York, New
York 10154,  on Tuesday,  July 27, 1999 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.
<TABLE>
<S> <C>

1.  The election of a Director;                        WITHHOLD AUTHORITY
    FOR the nominee listed below  /___/                     to vote for the nominee listed below   /___/

    Nominee: Class I:  Kenneth C. Froewiss

 2.  Ratification of the selection of PricewaterhouseCoopers LLP as independent     FOR /___/   AGAINST /___/   ABSTAIN /___/
     accountants.
                                                       (continued on other side)

</TABLE>


<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                                    , 1999
                                   -----------------------------------

              PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
                             NO POSTAGE IS REQUIRED



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