[logo] 345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
Scudder Global High Income Fund, Inc.
June 19, 1998
To the Stockholders:
The Annual Meeting of Stockholders of Scudder Global High Income Fund, Inc.
(the "Fund") is to be held at 11:00 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 are enclosed.
At the Annual Meeting the stockholders will elect one Director and consider
the ratification of the selection of Price Waterhouse 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/Lynn S. Birdsong
Lynn S. Birdsong
President and Chairman of the Board
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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.
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<PAGE>
SCUDDER GLOBAL HIGH INCOME FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
Scudder Global High Income Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of Scudder Global
High Income 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 11:00 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 Price Waterhouse LLP 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
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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 Scudder Global High Income 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
11:00 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 9,759,063 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 DIRECTOR
Persons named on the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies for the election of the one nominee
listed below as 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 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 such
nominee.
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Information Concerning Nominee
The following table sets forth certain information concerning the nominee
as a Director of the Fund. The nominee is now 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 II
- --------
Nominee to serve until 2001 Annual Meeting of Stockholders:
<TABLE>
<S> <C> <C> <C> <C>
<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, 1998(1) Class
---------- --------------------------- -------- ----------------- -----
Ronaldo A. da Frota Director and Chief Executive Officer, 1992 4,844 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.
</TABLE>
4
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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 the Class I and II Directors do not
expire this year. The following table sets forth certain information regarding
the Directors in such classes.
Class III
- ---------
Directors to serve until 1999 Annual Meeting of Stockholders:
<TABLE>
<S> <C> <C> <C> <C>
<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, 1998(1) Class
---------- --------------------------- -------- ----------------- -----
George M. Lovejoy, Jr. President and Director (Former 1992 2,903 less than
(68)+ Chairman), Fifty Associates (real 1/4 of 1%
estate corporation); Trustee, MGI
Properties; Chairman Emeritus,
Meredith & Grew, Inc. Mr. Lovejoy
serves on the boards of certain
other funds managed by Scudder Kemper.
Susan Kaufman Purcell Vice President, Council of the 1992 -- --
(56) Americas; Vice President, Americas
Society; and Director, Valero
Energy Corp. Dr. Purcell serves on
the boards of one additional fund
managed by Scudder Kemper.
</TABLE>
5
<PAGE>
Class I
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Directors to serve until 2000 Annual Meeting of Stockholders:
<TABLE>
<S> <C> <C> <C> <C>
<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, 1998(1) Class
---------- --------------------------- -------- ----------------- -----
Lynn Birdsong (52)*+ President and Chairman of the Board; 1992 -- --
Managing Director of Scudder
Kemper Investments, Inc.
Robert J. Callander (67) Director: ARAMARK Corporation, 1992 1,515 less than
Barnes Group, Inc., and Omnicom 1/4 of 1%
Group, Inc.; Member, Council on
Foreign Relations; Managing Director,
Metropolitan Opera Association;
Trustee, Drew University; Visiting
Professor/Executive-in-Residence,
Columbia Business School, Columbia
University (until 1995). Mr.
Callander serves on the boards of
certain other funds managed by Scudder
Kemper.
All Directors and Officers as a group 9,262 less than
1/4 of 1%
</TABLE>
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* Director 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, Scudder Kemper Investments, Inc. Mr.
Birdsong 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. Birdsong and Lovejoy 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 the fund's outstanding securities ("reporting persons"), to file
reports of ownership of the fund's
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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, 1997, its Reporting Persons complied with all
applicable filing requirements except that a Form 4 on behalf of Robert
Callander was filed late.
To the best of the Fund's knowledge, as of March 31, 1998 no person owned
beneficially more than 5% of the Fund's outstanding stock.
Honorary Director
Robert J. Boyd serves an 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. Boyd served as a Director of the Fund since 1992 and resigned from the Board
in 1997.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met seven times during the fiscal year
ended October 31, 1997.
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 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 nominate the nominees set forth above.
Executive Officers
In addition to Mr. Birdsong, a Director who is also an Officer of the Fund,
the following persons are Executive Officers of the Fund:
7
<PAGE>
<TABLE>
<S> <C> <C>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
Susan E. Dahl (33) Vice President; Senior Vice President of Scudder Kemper 1996
Investments, Inc.
Paul J. Elmlinger (40) Vice President and Assistant Secretary; Managing Director of 1992
Scudder Kemper Investments, Inc.
Bruce H. Goldfarb (33) Vice President and Assistant Secretary; Vice President of Scudder 1997
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 Investments, 1997
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 Investments, 1992
Inc.
John R. Hebble (40) Assistant Treasurer; Senior Vice President of Scudder Kemper 1998
Investments, Inc.
Thomas F. McDonough (51) Vice President, Treasurer and Secretary; Senior Vice President of 1992
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.
Kathryn L. Quirk (45) Vice President and Assistant Secretary; Managing Director of 1992
Scudder Kemper Investments, Inc.
M. Isabel Saltzman (43) Vice President; Managing Director of Scudder Kemper Investments, 1992
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 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 Kemper was $72,934, including expenses, for 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 purpose 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
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<PAGE>
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 of 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 such benefits to its Directors.
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.
Compensation Table
for the year ended December 31, 1997
<TABLE>
<S> <C> <C> <C> <C> <C>
<CAPTION>
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(1) (2) (3) (4) (5)
Aggregate Pension or Total Compensation
Compensation as a Retirement Estimated From the Fund and
Director of the Benefits Anual Fund Complex Paid to
Fund Accrued As Benefits Directors
Name of Person, Paid by Paid by Part of Fund Upon Paid by Paid by
Position Fund Scudder** Expenses Retirement Funds Scudder**
-------- ---- --------- -------- ---------- ----- ---------
Robert J. Boyd, $9,562 $0 N/A N/A $18,212 $0
Director (2 funds)
Robert J. Callander, $13,584 $750 N/A N/A $52,284 $4,500
Director (4 funds)
George M. Lovejoy, Jr., $13,584 $750 N/A N/A $138,533 $10,700
Director (21 funds*)
Ronaldo A. da Frota $11,559 $750 N/A N/A $49,234 $3,250
Nogueira, (4 funds)
Director
Susan Kaufman Purcell, $13,584 $750 N/A N/A $37,034 $2,250
Director (3 funds)
</TABLE>
* This does not include membership on the Boards of funds which 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.
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<PAGE>
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 May 27, 1998, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Price Waterhouse
LLP to act as independent accountants for the Fund for the fiscal year ending
October 31, 1998. Price Waterhouse LLP are independent accountants and have
advised the Fund that they have no direct financial interest or material
indirect financial interest in the Fund. One or more representatives of Price
Waterhouse LLP are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available to respond to appropriate questions posed by
stockholders and management.
The Fund's financial statements for the fiscal year ended October 31, 1997
were audited by Price Waterhouse 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
Price Waterhouse LLP 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
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
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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. Birdsong sold 30.0%
of his holdings in Scudder to Zurich for cash.
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), 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.
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
adjournment 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 telegraph will be borne by the Fund. The Fund will reimburse banks, brokers,
and other persons holding the Fund's shares registered in their names or in the
names of their nominees, for their expenses incurred in sending proxy material
to and obtaining proxies from the beneficial owners of such shares.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by July 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.
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<PAGE>
Stockholder 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. at 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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PROXY SCUDDER GLOBAL HIGH INCOME 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 Lynn S. Birdsong, Robert J. Callander and
George M. Lovejoy, Jr. and each of them, the proxies of the undersigned, with
the power of substitution to each of them, to vote all shares of Scudder Global
High Income Fund, Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Scudder Global High Income 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 28, 1998 at 11:00 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 Director;
<TABLE>
<S> <C> <C>
<CAPTION>
FOR the nominee listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [] to vote fort he nominees listed below []
Nominees: Class II: Ronaldo A. da Frota Nogueira
2. Ratification of the selection of Price Waterhouse LLP as independent FOR [] AGAINST [] ABSTAIN []
accountants.
<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>
