SCUDDER GLOBAL HIGH INCOME FUND /MA/
DEF 14A, 2000-08-30
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                                                345 Park Avenue (at 51st Street)
                                                        New York, New York 10154
                                                                  (800) 349-4281

[LOGO]

Scudder Global High
Income Fund, Inc.

                                                                    May 26, 2000

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 Thursday,  July 6,
2000 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  Thursday,  July 6, 2000 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, 2000.

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 May  16,  2000  are  entitled  to  vote  at  the  meeting  and  any
adjournments thereof.


                                             By order of the Board of Directors,
                                             John Millette, Secretary

May 26, 2000


--------------------------------------------------------------------------------
IMPORTANT -- We urge you to sign and date the enclosed  proxy card and return it
in the enclosed addressed envelope which requires no postage and is intended for
your  convenience.  Your prompt  return of the enclosed  proxy card may save the
Fund the  necessity and expense of further  solicitations  to ensure a quorum at
the Annual  Meeting.  If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
--------------------------------------------------------------------------------

<PAGE>

                                PROXY STATEMENT
                                    GENERAL

     This Proxy  Statement is furnished in connection  with the  solicitation of
proxies by the Board of Directors of 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 Thursday,  July 6, 2000 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 May 26,  2000,  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 May 16, 2000 (the "Record  Date"),  will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 9,898,627 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, 1999, 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.

                                       1
<PAGE>

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.

Class I -- Nominees to serve until 2003 Annual Meeting of Stockholders:
-------

<TABLE>
<CAPTION>
                                                                                     Shares
                          Present Office with the Fund, if                        Beneficially
                            any; Principal Occupation or            Year First       Owned         Percent
                          Employment and Directorships              Became a        June 30,          of
Name (Age)                 in Publicly Held Companies                Director       2000 (1)        Class
----------                 --------------------------                --------       --------        -----

<S>                       <C>                                          <C>           <C>            <C>
                          President  and  Chairman of the Board;       1999            --             --
                          Advisory  Managing Director of Scudder
                          Kemper.   Mr.  Padegs  serves  on  the
                          boards of certain  other funds managed
                          by Scudder Kemper.

Juris Padegs (68)*+

                          Visiting Professor/Executive-in-Residen-   1992          1,515          Less than
                          ce, Columbia  Business  School, Columbia                                1/4 of 1%
                          University;      Director:     ARAMARK
                          Corporation,  Barnes Group,  Inc., and
                          Omnicom Group, Inc.;  Member,  Council
                          on   Foreign    Relations;    Managing
                          Director,      Metropolitan      Opera
                          Association.  Mr.  Callander serves on
                          the  boards  of  certain  other  funds
                          managed by Scudder Kemper.

Robert J. Callander (69)
</TABLE>

                                       2
<PAGE>

Information Concerning Continuing Directors

     The Board of Directors is divided into three classes, each Director serving
for a term of three  years.  The terms of the 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 -- Director to serve until 2001 Annual Meeting of Stockholders:
--------

<TABLE>
<CAPTION>
                                                                                     Shares
                          Present Office with the Fund, if                        Beneficially
                            any; Principal Occupation or            Year First       Owned         Percent
                          Employment and Directorships              Became a        June 30,          of
Name (Age)                 in Publicly Held Companies                Director       2000 (1)        Class
----------                 --------------------------                --------       --------        -----

<S>                        <C>                                       <C>             <C>            <C>
                          Director and Chief Executive  Officer,     1992            4,918          Less than
                          IMF    Editora    Ltda.     (financial                                    1/4 of 1%
                          publisher).  Mr.  Nogueira  serves  on
                          the  boards  of  certain  other  funds
                          managed by Scudder Kemper.

Ronaldo A. da Frota Nogueira (61)
</TABLE>

                                        3
<PAGE>

Class III -- Directors to serve until 2002 Annual Meeting of Stockholders:
---------

<TABLE>
<CAPTION>
                                                                                     Shares
                          Present Office with the Fund, if                        Beneficially
                            any; Principal Occupation or            Year First       Owned         Percent
                          Employment and Directorships              Became a        June 30,          of
Name (Age)                 in Publicly Held Companies                Director       2000 (1)        Class
----------                 --------------------------                --------       --------        -----

<S>                       <C>                                       <C>              <C>            <C>
                          President    and   Director    (Former    1992             4,990          Less than
                          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.

George M. Lovejoy, Jr. (70)+

                          Vice   President,   Council   of   the    1992               --               --
                          Americas;  Vice  President,   Americas
                          Society;  and Director,  Valero Energy
                          Corp.  Dr. Purcell serves on the board
                          of  one  additional  fund  managed  by
                          Scudder Kemper.

Susan Kaufman Purcell (57)

                                                                                    11,423          Less than
All Directors and Officers as a group                                                               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) 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, 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 and Section 30(j) of
the Investment Company Act of 1940, as amended (the "1940 Act"), as applied to a
fund, requires the fund's Officers and Directors,  Investment Manger, affiliates
of the  Investment  Manager,  and  persons  who  beneficially  own

                                       4
<PAGE>

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,  Inc.  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, 1999,  its  Reporting  Persons  complied with all
applicable filing requirements.

     To the best of the Fund's knowledge,  as of March 31, 2000, no other 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, 1999.

     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.

     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 met once during the fiscal year ended October
31, 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  met once during the fiscal year ended
October  31,  1999.  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.

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:

                                       5
<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 (35)               Vice President; Managing Director of Scudder Kemper.          1996

Paul J. Elmlinger (41)           Vice President and Assistant Secretary; Managing              1992
                                 Director of Scudder Kemper.

Bruce H. Goldfarb (35)           Vice President and Assistant Secretary; Senior Vice           1997
                                 President of Scudder Kemper since February 1997;
                                 previously practiced law with the law firm of
                                 Cravath, Swaine & Moore.

Judith A. Hannaway (47)          Vice President; Senior Vice President of Scudder              1997
                                 Kemper.

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

Ann M. McCreary (43)             Vice President; Managing Director of Scudder Kemper           1998
                                 Investments, Inc.

John Millette (37)               Vice President and Secretary; Vice President of               1999
                                 Scudder Kemper.

Caroline Pearson (38)            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 (47)            Vice President and Assistant Secretary; Managing              1992
                                 Director of Scudder Kemper Investments, Inc.

M. Isabel Saltzman (45)          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 $45,525,  including expenses,  for the fiscal year ended
October 31, 1999. Each such  non-interested  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 officers,  directors,  employees or stockholders
of Scudder Kemper and participate in the fees paid to that


                                       6
<PAGE>

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.

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,  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, 1999
-----------------------------------------------------------------------------------------------------------------
          (1)                      (2)                     (3)              (4)                  (5)
                                                                         Estimated
                                                        Pension or         Annual
                                Aggregate          Retirement Benefits    Benefits     Total Compensation From
    Name of Person,            Compensation         Accrued As Part of      Upon     Fund and Fund Complex Paid
       Position                 From Fund             Fund Expenses      Retirement     To Directors/Trustees
-----------------------------------------------------------------------------------------------------------------

<S>                               <C>                       <C>              <C>                <C>
Robert J. Callander,              $ 12,700                  N/A              N/A                $39,600
Director                                                                                        (3 funds)

George M. Lovejoy, Jr.,           $ 13,200                  N/A              N/A                $153,200
Director                                                                                        (31 funds)

Ronaldo A. da Frota Nogueira,     $ 10,975                  N/A              N/A                $37,725
Director                                                                                        (3 funds)

Susan Kaufman Purcell,            $ 12,850                  N/A              N/A                $25,100
Director                                                                                       (2 funds)
</TABLE>

                                       7
<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  April 5,  2000,  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,  2000.  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, 1999
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,  Harold D. Kahn# is the Chief Financial Officer,
Kathryn  L.  Quirk#  is  the  General  Counsel,  Chief  Compliance  Officer  and
Secretary,  Nicholas  Bratt# and Lynn S. Birdsong# are Corporate Vice Presidents
and Directors,  and Laurence Cheng*,  Gunther Gose* and William H. Bolinder[ are
Directors of the  Investment  Manager.  The  principal  occupation  of Edmond D.
Villani,  Harold D. Kahn, Kathryn L. Quirk,  Nicholas Bratt and Lynn S. Birdsong
is serving as a Managing  Director  of the  Investment  Manager;  the  principal
occupation of Rolf Huppi is serving as an officer of Zurich Allied AG and Zurich
Financial Services,  Inc.; 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
Insurance  Company  ("Zurich");  and 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

                                       8
<PAGE>

     The  outstanding  voting  securities of the Investment  Manager are held of
record 1.56% by Zurich  Insurance  Company;  38.75% by Zurich Holding Company of
America ("ZHCA"), a subsidiary of Zurich; 32.34% by ZKI Holding Corp. ("ZKIH") a
subsidiary of Zurich; 19.62% by Stephen R. Beckwith,  Lynn S. Birdsong,  Kathryn
L.  Quirk 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 Executive Defined  Contribution Plan Trust
(the  "Trust");  and  7.73%  by the  Trust.  ZHCA  owns  100% of the  non-voting
securities of the Investment Manager.

     On September 7, 1998,  the  businesses  of Zurich  (including  Zurich's 70%
interest in the  Investment  Manager) 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 holding company known as Zurich Financial Services,  Inc.
("ZFS"),  and Zurich  became a subsidiary  of ZFS. ZFS is currently 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 ZFS 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 SW 1A,
1RW, United Kingdom.

     On April 17, 2000, the Boards of Zurich Allied AG and ZFS and the committee
of the  Independent  Directors of Allied Zurich p.l.c.  announced  that they had
reached an agreement in principle on the terms of a plan to unify the  corporate
structure under a single Swiss holding company which, following completion, will
take the name "Zurich Financial Services" ("new Zurich Financial Services"). The
unification  plan will involve the statutory merger of Zurich Allied AG with new
Zurich Financial  Services,  and the combination of Allied Zurich p.l.c. and new
Zurich Financial Services under a scheme of arrangement. Upon unification, it is
expected  that  former  shareholders  of  Zurich  Allied AG will hold 57% of the
shares in new Zurich Financial Services and former shareholders of Allied Zurich
p.l.c. will hold 43% of the shares in new Zurich Financial Services.

     The  unification  will be presented to Zurich  Allied AG and Allied  Zurich
p.l.c.  shareholders  at annual general  meetings to be held on May 25, 2000 and
May 26, 2000, respectively, for approval. Subject to the satisfaction of certain
conditions and regulatory  approvals,  it is expected that the unification would
be completed  before the end of the year 2000. The  transaction  will not affect
Zurich's  ownership  interest  in  the  Investment  Manager  or  the  Investment
Manager's operations.

                                       9
<PAGE>

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
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 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 6, 2000,  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 2001  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 16,
2001. The timely submission of a proposal does not guarantee its inclusion.

                                       10
<PAGE>

     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, 2001.  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

May 26, 2000

                                       11
<PAGE>




                                       12
<PAGE>




                                       13
<PAGE>




                                       14
<PAGE>

PROXY                   SCUDDER GLOBAL HIGH INCOME FUND, INC.              PROXY

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                 Annual Meeting of Stockholders -- July 6, 2000

The undersigned  hereby appoints Bruce H. Goldfarb,  Juris Padegs and Kathryn L.
Quirk  and each of them,  the  proxies  for 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  Thursday,  July 6, 2000 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 on the reverse side.


--------------------------------------------------------------------------------
   PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
                       ENVELOPE. NO POSTAGE IS REQUIRED.
--------------------------------------------------------------------------------

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

HAS YOUR ADDRESS CHANGED?                      DO YOU HAVE ANY COMMENTS?

---------------------------------              ---------------------------------

---------------------------------              ---------------------------------

---------------------------------              ---------------------------------

                           (Continued on other side.)

<PAGE>

/  X  / PLEASE MARK VOTES
        AS IN THIS EXAMPLE

--------------------------------------------------------------------------------
                      SCUDDER GLOBAL HIGH INCOME FUND, INC.
--------------------------------------------------------------------------------






     Please be sure to sign and date this Proxy.       | Date |
--------------------------------------------------------------------------------


-----Stockholder sign here---------------------Co-owner sign here (if any)------

                                                       With-
                                                       hold
                                                      For All
                                            For All     Nom-    For All
1. The election of two Directors:           Nominees   inees    Except


Class I:    Juris Padegs                    /    /    /    /   /    /
            Robert J. Callander

(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and write that nominee's name on the space provided below.)

--------------------------------------------------------------------------------

                                              For    Against   Abstain
2. Ratification of the selection of
   PricewaterhouseCoopers LLP
   as independent accountants:              /    /    /    /   /    /



The Proxies are  authorized to vote in their  discretion  on any other  business
which may properly come before the meeting and any adjournments or postponements
thereof.


Mark box at right if an address change or comment has been  /    /
noted on the reverse side of this card.


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