[LOGO] 345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
Scudder Global High
Income Fund, Inc.
June 17, 1999
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 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 are enclosed.
At the Annual Meeting the stockholders will elect two Directors 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/Juris Padegs
Juris Padegs
President and Chairman of the Board
- --------------------------------------------------------------------------------
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
- --------------------------------------------------------------------------------
<PAGE>
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 27, 1999 at 11:00 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 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
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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 27, 1999 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 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 9,843,260 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 DIRECTORS
Persons named on the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies for the election of the two nominees
listed below as Directors of the Fund to serve for a term of three years, or
until their respective successors are duly elected and qualified. The 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.
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Information Concerning Nominees
The following table sets forth certain information concerning each of the
two nominees as a Director of the Fund. Each of the nominees is now a Director
of the Fund. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
<TABLE>
<CAPTION>
Class III
- ---------
Nominees to serve until 2002 Annual Meeting of Stockholders:
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> <C>
George M. Lovejoy, Jr. President and Director (Former 1992 4,422 Less than
(69)+ Chairman), Fifty Associates (real 1/4 of 1%
estate corporation); Director, Cabot
Industrial Trust; 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 -- --
(57) Americas; Vice President, Americas
Society; and Director, Valero Energy
Corp. Dr. Purcell serves on the
boards of one additional fund managed
by Scudder Kemper.
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 I
- -------
Directors to serve until 2000 Annual Meeting of Stockholders:
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
---------- -------------------------------- -------- ----------------- -----
Juris Padegs (67)*+ President and Chairman of the Board; 1999 -- --
Advisory Managing Director of Scudder
Kemper Investments, Inc. Mr. Padegs
serves on the boards of certain other
funds managed by Scudder Kemper.
Robert J. Callander (68) Director: ARAMARK Corporation, Barnes Group, 1992 1,515 Less than
Inc., and Omnicom Group, Inc.; Member, 1/4 of 1%
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.
5
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Class II
- --------
Director to serve until 2001 Annual Meeting of Stockholders:
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
---------- -------------------------------- -------- ----------------- -----
Ronaldo A. da Frota Director and Chief Executive Officer, 1992 4,918 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.
Less than
All Directors and Officers as a group 10,855 1/4 of 1 %
</TABLE>
- ----------------------------------
* 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. Padegs 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. Padegs 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 Investment Company Act of 1940, as amended (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.
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, its reporting persons complied with all
applicable filing requirements except that a Form 4 was filed late by Mr.
Callander.
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To the best of the Fund's knowledge, as of March 31, 1999, no person owned
beneficially more than 5% of the Fund's outstanding stock.
Committees of the Board -- Board Meetings
The Board of Directors of the Fund met eight times during the fiscal
year ended October 31, 1998.
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.
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 23, 1999 to consider and nominate the nominees set forth above.
Executive Officers
In addition to Mr. Padegs, a Director who is also an Officer of the Fund,
the following persons are Executive Officers of the Fund:
7
<PAGE>
<TABLE>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
<S> <C> <C>
Susan E. Dahl (34) Vice President; Managing Director of Scudder Kemper 1996
Investments, Inc.
Paul J. Elmlinger (40) Vice President and Assistant Secretary; Managing 1992
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 1997
Kemper 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.
Ann M. McCreary (42) Vice President; Managing Director of Scudder Kemper 1998
Investments, Inc.
John Millette (36) Vice President and Secretary; Assistant Vice 1999
President of Scudder Kemper Investments, Inc. since
September 1994; previously employed by the law
firm Kaye, Scholer, Fierman, Hays & Handler.
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 1992
Director of Scudder Kemper Investments, Inc.
M. Isabel Saltzman (44) Vice President; Managing Director of Scudder Kemper 1992
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 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 $59,620, including expenses, for 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 purpose of
considering arrangements
8
<PAGE>
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 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 Kemper.
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 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)
Pension or Total Compensation From
Aggregate Retirement Estimated the Fund and Fund
Compensation as a Benefits Annual Complex Paid to
Director of the 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*
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Callander, $12,850 $-- N/A N/A $37,600 $--
Director (3 funds)
George M. Lovejoy, Jr., $13,600 $-- N/A N/A $148,600 $--
Director (29 funds)
Ronaldo A. da Frota $10,975 $-- N/A N/A $38,400 $--
Nogueira, Director (3 funds)
Susan Kaufman Purcell, $12,850 $-- N/A N/A $25,100 $--
Director (2 funds)
</TABLE>
* 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.
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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 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 and 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.
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 plus expenses. The costs and 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
11
<PAGE>
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 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.
Stockholder 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
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROXY SCUDDER GLOBAL HIGH INCOME 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 Bruce H. Goldfarb, Juris Padegs 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 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 27, 1999 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 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: George M. Lovejoy, Jr. and Susan Kaufman Purcell
(INSTRUCTION To withold authority to vote for any individual nominee, write that nominee's name on the space
provided below.)
- ---------------------------------------------------------
2. Ratification of the selection of PricewaterhouseCoopers LLP as independent FOR / / AGAINST / / ABSTAIN / /
accountants.
(continued on other side)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
