SCUDDER
Scudder Global Fund, Inc.
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 225-5163
October 24, 1995
To the Shareholders:
A Special Meeting of Shareholders of Scudder Global Fund, Inc. (the
"Corporation"), consisting of Scudder Emerging Markets Income Fund, Scudder
Global Fund, Scudder Global Small Company Fund, Scudder International Bond Fund
and Scudder Short Term Global Income Fund (the "Funds"), is to be held at 9:45
a.m., eastern time, on Wednesday, December 6, 1995, at the offices of Scudder,
Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York,
New York 10154. Shareholders who are unable to attend this meeting are strongly
encouraged to vote by proxy, which is customary in corporate meetings of this
kind. A Proxy Statement regarding the meeting, a proxy card for your vote at the
meeting and an envelope--postage prepaid--in which to return your proxy card are
enclosed.
At the Special Meeting the shareholders of each Fund will elect Directors
of the Corporation and consider the ratification of the selection of Coopers &
Lybrand L.L.P. as the Funds' independent accountants.
The shareholders of Scudder Short Term Global Income Fund will consider a
change to the name, investment objective and certain investment policies of the
Fund. These changes are proposed to address changes in the climate for
short-term global fixed-income investing. Scudder Short Term Global Income Fund
commenced operations on March 1, 1991, during an investment climate which was
highly favorable to limited maturity foreign bond and money market investments.
In many parts of the world during this period, limited maturity foreign fixed
income investments provided double-digit or near double-digit yields, which were
well above U.S. short-term bond and money market rates. At the same time, these
instruments generally provided a relatively high level of principal stability.
Since 1991, however, the investment environment for this type of mutual fund has
changed considerably. The Fund's Directors and Adviser believe that these
proposed changes are in the best long-term interests of the shareholders.
In addition, the shareholders present will hear a report on each Fund.
There will be an opportunity to discuss matters of interest to you as a
shareholder.
Your Fund's Directors recommend that you vote in favor of each of the
foregoing matters.
Respectfully,
Edmond D. Villani
Chairman of the Board
SHAREHOLDERS 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.
MIS___PX____
<PAGE>
Scudder Global Fund, Inc.
Notice of Special Meeting of Shareholders
To the Shareholders of
Scudder Global Fund, Inc.:
Please take notice that a Special Meeting of Shareholders of Scudder Global
Fund, Inc. (the "Corporation"), consisting of Scudder Emerging Markets Income
Fund, Scudder Global Fund, Scudder Global Small Company Fund, Scudder
International Bond Fund and Scudder Short Term Global Income Fund (the "Funds"),
has been called to be held at the offices of Scudder, Stevens & Clark, Inc.,
25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154 on
Wednesday, December 6, 1995, at 9:45 a.m., eastern time, for the following
purposes:
For Shareholders of all Funds:
(1) To elect eight Directors to hold office until their respective
successors shall have been duly elected and qualified;
(2) To ratify or reject the action taken by the Board of Directors in
selecting Coopers & Lybrand L.L.P. as independent accountants for the fiscal
year ending June 30, 1996 for Scudder Global Fund and Scudder International Bond
Fund, and the fiscal year ending October 31, 1996 for Scudder Emerging Markets
Income Fund, Scudder Global Small Company Fund and Scudder Short Term Global
Income Fund.
For Shareholders of Scudder Short Term Global Income Fund only:
(3) To approve or disapprove a change to the name, investment objective and
certain investment policies of the Fund.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of shares of capital stock of the Funds at the close of
business on October 11, 1995 are entitled to vote at the meeting and any
adjournments thereof.
By Order of the Board of Directors,
October 24, 1995 Thomas F. McDonough, Secretary
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
Corporation the necessity and expense of further solicitations to ensure a
quorum at the Special 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>
Scudder Global Fund, Inc.
345 Park Avenue
New York, New York 10154
PROXY STATEMENT
General
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Scudder Global Fund, Inc. (the
"Corporation") for use at the Special Meeting of Shareholders of Scudder
Emerging Markets Income Fund, Scudder Global Fund, Scudder Global Small Company
Fund, Scudder International Bond Fund and Scudder Short Term Global Income Fund
(the "Funds"), to be held at the offices of Scudder, Stevens & Clark, Inc.
("Scudder"), 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154, on Wednesday, December 6, 1995 at 9:45 a.m., eastern time, and at any
adjournments thereof (collectively, the "Meeting").
This Proxy Statement, the Notice of Special Meeting of Shareholders and the
proxy card are first being mailed to shareholders on or about October 24, 1995,
or as soon as practicable thereafter. All properly executed proxies received in
time for the Meeting will be voted as specified in the proxy or, if no
specification is made, in favor of each proposal referred to in the Proxy
Statement. Any shareholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary of the Corporation at the principal executive office
of the Corporation, 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 Corporation.
The presence at any shareholders' meeting, in person or by proxy, of
shareholders 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 Funds 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, shareholders 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 plurality and majority, respectively, of shares voting at the
Meeting. Abstentions and broker non-votes will have the effect of a "no" vote
for proposal (3) which requires the approval of a specified percentage of the
outstanding shares of Scudder Short Term Global Income Fund.
1
<PAGE>
Shareholders may only vote on matters which concern the Fund or Funds in
which they hold shares. Proposals (1) and (2) relate to the Corporation of which
the Funds are a part. In the case of proposals on behalf of the Corporation,
shares of all Funds in the Corporation will vote together. Holders of record of
shares of capital stock of the Funds at the close of business on October 11,
1995 (the "Record Date"), will be entitled to one vote per share on all business
of the Meeting and any adjournments thereof. Shares of the Funds outstanding on
the Record Date were as follows:
Fund Shares
---- ------
Scudder Emerging Markets Income Fund
Scudder Global Fund
Scudder Global Small Company Fund
Scudder International Bond Fund
Scudder Short Term Global Income Fund
The Funds provide periodic reports to all shareholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may receive an additional copy of the annual report for Scudder
Emerging Markets Income Fund, Scudder Global Small Company Fund and Scudder
Short Term Global Income Fund for the fiscal year ended October 31, 1994 or for
Scudder Global Fund and Scudder International Bond Fund for the fiscal year
ended June 30, 1995, without charge, by calling (800) 225-2470 or writing the
Funds at P.O. Box 2291, Boston, Massachusetts 02107-2291.
(1) ELECTION OF DIRECTORS
Persons named on the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the
nominees listed below as Directors of the Corporation to serve until their
successors are duly elected and qualified. All nominees have consented to stand
for election and to serve if elected. If a 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. The Board
of Directors recommends that the shareholders vote in favor of the election of
the nominees listed below.
Information Concerning Nominees
The following table sets forth certain information concerning each of the
nominees as a Director of the Corporation. With the exception of Ms. Bolton,
each of the nominees is now a Director of the Corporation. Unless otherwise
noted, each of the nominees has engaged in the principal occupation or
employment listed in the following table for more than five years, but not
necessarily in the same capacity.
2
<PAGE>
<TABLE>
<CAPTION>
Present Office with the
Corporation, if any; Principal Shares
Occupation or Employment Year First Beneficially
and Directorships in Publicly Became a Owned on Percent
Name (Age) Held Companies Director August 31, 1995(1) of Class
---------- -------------- -------- ------------------ --------
<S> <C> <C> <C> <C>
Edmond D. Villani Chairman of the Board; President 1991 Emerging Markets less than
(48)*# and Managing Director of Scudder, Income Fund: 5,756 1/4 of 1%
Stevens & Clark, Inc. Mr. Villani
serves on the board of a total of Global Fund: less than
15 funds managed by Scudder. 41,712(2) 1/4 of 1%
Global Small less than
Company Fund: 1/4 of 1%
24,530(3)
International Bond less than
Fund: 14,358 1/4 of 1%
Short Term Global less than
Income Fund: 1,331 1/4 of 1%
Nicholas Bratt President, Scudder Emerging 1986 Emerging Markets less than
(47)*# Markets Income Fund, Scudder Income Fund: 1/4 of 1%
Global Small Company Fund, Scudder 16,959(4)
International Bond Fund and
Scudder Short Term Global Income Global Fund: less than
Fund; Managing Director of 36,642(5) 1/4 of 1%
Scudder, Stevens & Clark, Inc. Mr.
Bratt serves on the board of a Global Small less than
total of 14 funds managed by Company Fund: 1/4 of 1%
Scudder. 1,763
Daniel Pierce (61)* Vice President; Chairman of the 1993 Emerging Markets less than
Board and Managing Director of Income Fund: 5,756 1/4 of 1%
Scudder, Stevens & Clark, Inc.; 11,158(6)
Director, Fiduciary Trust Company
(bank and trust company) and Global Small less than
Fiduciary Company Incorporated Company Fund: 1/4 of 1%
(bank and trust company). Mr. 21,200(7)
Pierce serves on the board of a
total of 49 funds managed by International Bond less than
Scudder. Fund: 13,362 1/4 of 1%
3
<PAGE>
Present Office with the
Corporation, if any; Principal Shares
Occupation or Employment Year First Beneficially
and Directorships in Publicly Became a Owned on Percent
Name (Age) Held Companies Director August 31, 1995(1) of Class
---------- -------------- -------- ------------------ --------
Paul Bancroft III Venture Capitalist and Consultant 1986 Global Fund: 10,493 less than
(65) (1988 until present); Retired 1/4 of 1%
President, Chief Executive Officer
and Director, Bessemer Securities
Corp. (private investment
company); Director: Albany
International, Inc. (paper machine
belt manufacturer), Western Atlas,
Inc. (diversified oil services and
industrial automation company) and
Measurex Corp. (process control
systems company). Mr. Bancroft
serves on the board of a total of
15 funds managed by Scudder.
Sheryle J. Bolton Consultant; President and Chief -- -- --
(49) Operating Officer, Physicians'
Online, Inc. (electronic
transmission of clinical
information for physicians)
(1994-95); Member, Senior
Management Team, Rockefeller & Co.
(1990-93).
Thomas J. Devine Consultant. Mr. Devine serves on 1986 Global Fund: less than
(68) the board of a total of 17 funds 3,303(8) 1/4 of 1%
managed by Scudder.
William H. President, The Japan Society, Inc. 1990 Global Fund: 1,917 less than
Gleysteen, Jr. (69) Mr. Gleysteen serves on the board 1/4 of 1%
of a total of 12 funds managed by
Scudder. Global Small less than
Company Fund: 1/4 of 1%
1,372
William H. Luers President, The Metropolitan Museum 1990 Global Fund: 699 less than
(66) of Art; Director, IDEX Corporation 1/4 of 1%
(liquid handling equipment
manufacturer), Wickes Lumber International Bond less than
Company (building materials for Fund: 368 1/4 of 1%
contractors). Mr. Luers serves on
the board of a total of 10 funds
managed by Scudder.
4
<PAGE>
Sole Shared Sole voting
investment investment but no
and voting and voting investment Percent
All Directors and Officers as a group power power power(9) Total of Class
----- ----- -------- ----- --------
Scudder Emerging Markets Income Fund 9,449 16,551 349,349 375,349 2.43%
Scudder Global Fund 41,337 7,273 735,050 783,660 1.72%
Scudder Global Small Company Fund 12,818 8,304 361,332 382,454 2.69%
Scudder International Bond Fund 14,726 44 178,140 192,910 less than
1%
Scudder Short Term Global Income Fund 2,076 2,496 70,410 74,982 less than
1%
<FN>
* Directors considered by the Corporation and its counsel to be persons who are "interested persons" (which
as used in this Proxy Statement is as defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of the Corporation or of the Funds' investment adviser, Scudder, Stevens & Clark, Inc.
Messrs. Bratt, Pierce and Villani are deemed to be "interested persons" because of their affiliation with
the Funds' investment adviser, or because they are officers of the Funds or both.
# Messrs. Bratt and Villani are members of the Executive Committee of the Corporation.
(1) The information as to beneficial ownership is based on statements furnished to the Corporation by the
nominees and Directors. Unless otherwise noted, beneficial ownership is based on sole voting and
investment power.
(2) Mr. Villani's total in Global Fund includes 3,023 shares owned by members of his family as to which he
shares investment and voting power and 19,164 shares held with sole investment but no voting power.
(3) Mr. Villani's total in Global Small Company Fund includes 15,715 shares held with sole investment but no
voting power.
(4) Mr. Bratt's total in Emerging Markets Income Fund includes 408 shares owned by members of his family as
to which he shares investment and voting power.
(5) Mr. Bratt's shares of Global Fund are held with sole investment but no voting power.
(6) Mr. Pierce's total in Emerging Markets Income Fund includes 9,124 shares held with sole investment but no
voting power.
(7) Mr. Pierce's total in Global Small Company Fund includes 166 shares owned by members of his family as to
which he shares investment and voting power, 5,237 shares held in a fiduciary capacity as to which he
shares investment and voting power and 15,052 shares held with sole investment but no voting power.
(8) Mr. Devine's total shares of Global Fund are owned by members of his family as to which he disclaims
beneficial ownership.
(9) Shares held with sole voting but no investment power are shares held in profit sharing and 401(k) plans
for which Jerard K. Hartman serves as trustee.
</FN>
</TABLE>
Certain accounts for which Scudder acts as investment adviser owned
1,518,776 shares in the aggregate or 9.85% of the outstanding shares of Emerging
Markets Income Fund on August 31, 1995. Scudder may be deemed to be the
beneficial owner of such shares but disclaims any beneficial ownership in such
shares.
Certain accounts for which Scudder acts as investment adviser owned
1,637,997 shares in the aggregate or 11.51% of the outstanding shares of Global
Small Company Fund on August 31, 1995. Scudder may be deemed to be the
beneficial owner of such shares but disclaims any beneficial ownership in such
shares.
Certain accounts for which Scudder acts as investment adviser owned
1,808,034 shares in the aggregate or 5.03% of the outstanding shares of Short
Term Global Income Fund on August 31, 1995. Scudder may be deemed to be the
5
<PAGE>
beneficial owner of such shares but disclaims any beneficial ownership in such
shares.
As of August 31, 1995, 2,630,976 shares in the aggregate or 17.07% of the
outstanding shares of the Emerging Markets Income Fund, were held in the name of
Charles Schwab & Company, 101 Montgomery Street, San Francisco, CA 94104-4122,
who may be deemed to be the beneficial owner of certain of these shares, but
disclaims any beneficial ownership therein.
As of August 31, 1995, 3,446,303,938 shares in the aggregate or 7.57% of
the outstanding shares of the Global Fund, were held in the name of Charles
Schwab & Company, 101 Montgomery Street, San Francisco, CA 94104-4122, who may
be deemed to be the beneficial owner of certain of these shares, but disclaims
any beneficial ownership therein.
As of August 31, 1995, 1,637,997 shares in the aggregate or 11.51% of the
outstanding shares of the Global Small Company Fund, were held in the name of
Charles Schwab & Company, 101 Montgomery Street, San Francisco, CA 94104-4122,
who may be deemed to be the beneficial owner of certain of these shares, but
disclaims any beneficial ownership therein.
As of August 31, 1995, 8,626,684 shares in the aggregate or 11.67% of the
outstanding shares of the International Bond Fund, were held in the name of
Charles Schwab & Company, 101 Montgomery Street, San Francisco, CA 94104-4122,
who may be deemed to be the beneficial owner of certain of these shares, but
disclaims any beneficial ownership therein.
As of August 31, 1995, 10,706,792 shares in the aggregate or 14.48% of the
outstanding shares of the International Bond Fund, were held in the name of
Northern Trust Company, P.O. Box 92956, Mutual Funds, Chicago, Illinois
60675-0001, who may be deemed to be the beneficial owner of certain of these
shares, but disclaims any beneficial ownership therein.
As of August 31, 1995, 1,836,263 shares in the aggregate or 5.11% of the
outstanding shares of the Short Term Global Income Fund, were held in the name
of Charles Schwab & Company, 101 Montgomery Street, San Francisco, CA
94104-4122, who may be deemed to be the beneficial owner of certain of these
shares, but disclaims any beneficial ownership therein.
Except as noted above, to the best of each Fund's knowledge, as of August
31, 1995, no other person owned beneficially more than 5% of any of the Fund's
outstanding shares.
Committees of the Board--Board Meetings
The Board of Directors met four times during the fiscal year ended October
31, 1994 for Scudder Global Small Company Fund and Scudder Short Term Global
Income Fund, and six times for Scudder Emerging Markets Income Fund.
The Board of Directors met four times during the fiscal year ended June 30,
1995 for Scudder International Bond Fund and five times for Scudder Global Fund.
Each Director attended at least 75% of the total number of regular meetings of
the Board of Directors and all Committees of the Board on which they served as
regular members, except Mr. Bratt who attended 64.3% of the meetings of the
Board of Directors and related committee on which he serves for Scudder Global
Fund, and 63.6% of the meetings for Scudder Global Small Company Fund.
6
<PAGE>
The Directors, in addition to an Executive Committee, have an Audit
Committee, a Valuation Committee and a Special Nominating Committee. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Directors have an Audit Committee, consisting of Messrs. Bancroft,
Devine, Gleysteen, Luers and Stone, those Directors who are not interested
persons of the Funds or of Scudder (the "Non-Interested Directors"). The Audit
Committee met twice during the fiscal year ended October 31, 1994 for Scudder
Emerging Markets Income Fund, Scudder Global Small Company Fund and Scudder
Short Term Global Income Fund and twice during the fiscal year ended June 30,
1995 for Scudder Global Fund and Scudder International Bond Fund to review with
management and the independent accountants, among other things, the scope of the
audit and the controls of the Funds and their agents, to review and approve in
advance the type of services to be rendered by independent accountants, to
recommend the selection of independent accountants for the Funds to the
Directors for approval and in general to consider and report to the Directors on
matters regarding the Funds' accounting and bookkeeping practices.
Nominating Committee
The Directors have a Special Nominating Committee, consisting of the
Non-Interested Directors. The Committee is charged with the duty of making all
nominations of Non-Interested Directors. Shareholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee met four times during the fiscal year
ended October 31, 1994 for Scudder Emerging Markets Income Fund, Scudder Global
Small Company Fund and Scudder Short Term Global Income Fund. The Committee met
three times during the fiscal year ended June 30, 1995 for Scudder Global Fund
and Scudder International Bond Fund. The Committee most recently met on
September 6, 1995 to consider and to nominate the nominees set forth above.
Honorary Director
Robert W. Lear serves as an Honorary Director of the Corporation. Honorary
Directors are invited to attend all Board meetings and to participate in Board
discussions, but are not entitled to vote on any matters presented to the Board.
Executive Officers
In addition to Messrs. Bratt, Pierce and Villani, Directors who are also
Officers of the Corporation, the following persons are Executive Officers of the
Corporation:
<TABLE>
<CAPTION>
Present Office with the Corporation; Year First
Name (Age) Principal Occupation or Employment(1) Became an Officer (2)
---------- ------------------------------------- ---------------------
<S> <C> <C>
William E. Holzer (46) President Scudder Global Fund; Managing 1989
Director of Scudder, Stevens & Clark, Inc.
Carol L. Franklin (42) Vice President Scudder Global Small Company 1991
Fund; Managing Director of Scudder, Stevens
& Clark, Inc.
7
<PAGE>
Present Office with the Corporation; Year First
Name (Age) Principal Occupation or Employment(1) Became an Officer (2)
---------- ------------------------------------- ---------------------
Jerard K. Hartman (62) Vice President; Managing Director of 1986
Scudder, Stevens & Clark, Inc.
Thomas W. Joseph (56) Vice President; Principal of Scudder, 1986
Stevens & Clark, Inc.
Douglas M. Loudon (51) Vice President; Managing Director of 1987
Scudder, Stevens & Clark, Inc.
Gerald J. Moran (56) Vice President; Principal of Scudder, 1991
Stevens & Clark, Inc.
Cornelia M. Small (51) Vice President; Managing Director of 1989
Scudder, Stevens & Clark, Inc.
Thomas F. McDonough (48) Vice President and Secretary; Principal of 1986
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (41) Vice President and Treasurer; Principal of 1990
Scudder, Stevens & Clark, Inc.
David S. Lee (61) Vice President and Assistant Treasurer; 1986
Managing Director of Scudder, Stevens &
Clark, Inc.
Edward J. O'Connell (50) Vice President and Assistant Treasurer; 1986
Principal of Scudder, Stevens & Clark, Inc.
Juris Padegs (63) Vice President and Assistant Secretary; 1986
Managing Director of Scudder, Stevens &
Clark, Inc.
Kathryn L. Quirk (42) Vice President and Assistant Secretary; 1986
Managing Director of Scudder, Stevens &
Clark, Inc.
Coleen Downs Dinneen (34) Assistant Secretary; Vice President of 1992
Scudder, Stevens & Clark, Inc.
<FN>
(1) Unless otherwise stated, all Executive Officers have been associated with Scudder for more than five
years, although not necessarily in the same capacity.
(2) The President, Treasurer and Secretary each hold office until his or her successor has been duly
elected and qualified, and all other officers hold office at the pleasure of the Directors.
</FN>
</TABLE>
Transactions with and Remuneration of Officers and Directors
The aggregate direct remuneration of the Non-Interested Directors was
$40,174, including expenses, for Scudder Emerging Markets Income Fund for the
period December 31, 1993 (commencement of operations) to October 31, 1994. The
aggregate direct remuneration of the Non-Interested Directors was $42,934,
including expenses, for Scudder Global Small Company Fund and $42,932, including
expenses, for Scudder Short Term Global Income Fund for the fiscal year ended
October 31, 1994. The aggregate direct remuneration of the Non-Interested
Directors was $45,725, including expenses, for Scudder Global Fund and $44,525,
including expenses, for Scudder International Bond Fund for the fiscal year
ended June 30, 1995. Each such Non-Interested Director currently receives an
annual Director's fee of $4,000 and a fee of $400 for each Directors' meeting,
Audit Committee meeting or meeting held for the purpose of considering
8
<PAGE>
contractual arrangements between the Funds of the Corporation and Scudder and
$150 for each other committee meeting attended. Scudder supervises the Funds'
investments and pays the compensation and expenses of the personnel of Scudder
who serve as Directors and Officers of the Corporation, and receives an
investment advisory fee. Several of the Corporation's Officers and Directors are
also officers or employees of Scudder, Scudder Fund Accounting Corporation,
Scudder Service Corporation or Scudder Trust Company and they may therefore be
deemed to participate in the fees paid to those firms, although the Corporation
makes no direct payments to them.
The following Compensation Table, provides in tabular form, the following data:
Column (1) All Directors who receive compensation from the Corporation.
Column (2) Aggregate compensation received by a Director from the Corporation.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund Complex. The Corporation does not pay such benefits to its
Directors.
Column (5) Total compensation received by a Director from the Corporation plus
compensation received from all funds managed by Scudder for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided. 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, 1994
---------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Aggregate Pension or Total Compensation
Compensation Retirement Estimated From the
from Benefits Accrued Annual Corporation and
Name of Person, Scudder Global As Part of Fund Benefits Upon Fund Complex Paid
Position Fund, Inc.* Complex Expenses Retirement to Directors
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paul Bancroft III, $45,663 N/A N/A $120,238
Director (14 funds**)
Thomas J. Devine, $45,663 N/A N/A $115,656
Director (16 funds**)
William H. Gleysteen, Jr., $45,313 $3,804+ $3,000+ $110,213
Director (12 funds)
William H. Luers, $45,313 N/A N/A $83,713
Director (10 funds)
Robert G. Stone, Jr., $45,663 $6,289+ $6,000+ $134,438
Director (15 funds)
Robert W. Lear, N/A N/A N/A $62,875
Honorary Director (10 funds)
<FN>
* Scudder Global Fund, Inc. consists of five funds: Scudder Emerging Markets Income Fund, Scudder Global
Fund, Scudder Global Small Company Fund, Scudder International Bond Fund and Scudder Short Term Global
Income Fund.
** As noted above, the information is computed as of December 31, 1994, and does not reflect trusteeship
on Scudder Small Company Value Fund, which commenced operations on October 6, 1995.
+ Retirement benefits accrued and proposed to be paid as additional compensation for serving on the
Board of The Japan Fund, Inc.
</FN>
</TABLE>
9
<PAGE>
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a plurality of the votes cast at the Meeting in person or by
proxy. The Board of Directors recommends that shareholders vote in favor of each
of the nominees.
(2) RATIFICATION OR REJECTION OF THE SELECTION OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS
At a meeting held on September 6, 1995, all members of the Board of
Directors, including a majority of the Non-Interested Directors, selected
Coopers & Lybrand L.L.P. as independent accountants for the fiscal year ending
October 31, 1996 for Scudder Emerging Markets Income Fund, Scudder Global Small
Company Fund and Scudder Short Term Global Income Fund to examine the Funds'
books and accounts and to certify the Funds' financial statements. At a meeting
held on May 31, 1995, all members of the Board of Directors, including a
majority of the Non-Interested Directors, selected Coopers & Lybrand L.L.P. as
independent accountants for the fiscal year ending June 30, 1996 for Scudder
Global Fund and Scudder International Bond Fund to examine the Funds' books and
accounts and to certify the Funds' financial statements. Coopers & Lybrand
L.L.P. are independent accountants and have advised the Corporation that they
have no direct financial interest or material indirect financial interest in the
Corporation. One or more representatives of Coopers & Lybrand L.L.P. are
expected to be present at the Meeting and will have an opportunity to make a
statement if they so desire. Such representatives are expected to be available
to respond to appropriate questions posed by shareholders or management.
Financial statements for the fiscal year ended October 31, 1994 for Scudder
Emerging Markets Income Fund, Scudder Global Small Company Fund and Scudder
Short Term Global Income Fund were audited by Coopers & Lybrand L.L.P. Financial
statements for the fiscal year ended June 30, 1995 for Scudder Global Fund and
Scudder International Bond Fund were audited by Coopers & Lybrand L.L.P. In
connection with its audit services, Coopers & Lybrand L.L.P. reviews the
financial statements included in the Funds' semiannual and annual reports and
their filings with the Securities and Exchange Commission.
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. The Board of Directors recommends that shareholders ratify the selection
of Coopers & Lybrand L.L.P. as independent accountants.
(3) APPROVAL OR DISAPPROVAL OF CHANGE TO THE NAME,
INVESTMENT OBJECTIVE AND CERTAIN INVESTMENT POLICIES OF
SCUDDER SHORT TERM GLOBAL INCOME FUND
At a Special Meeting held on October 11, 1995, the Board of Directors of
the Corporation considered and approved changes to the name, investment
objective and certain investment policies of Scudder Short Term Global Income
Fund.
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BACKGROUND
Scudder Short Term Global Income Fund commenced operations on March 1,
1991, during an investment climate which was highly favorable to limited
maturity foreign bond and money market investments. In many parts of the world
during this period, limited maturity foreign fixed income investments provided
double-digit or near double-digit yields, which were well above U.S. short-term
bond and money market rates. At the same time, these instruments generally
provided a relatively high level of principal stability.
Since 1991, however, the investment environment for this type of mutual
fund has changed considerably. The breakdown of the European Exchange Rate
Mechanism (ERM) in 1992, followed by upheaval in the global and emerging bond
markets in 1994, recently has limited the performance of the Fund as well as
other funds within the short-term world income category. These events have
contributed to a contraction of net assets in the short-term world income
category of mutual funds from a peak of approximately $20 billion in total net
assets in 1991 to approximately $4.5 billion in June 1995, according to Lipper
Analytical Services, a mutual fund research firm.
The Fund has contracted along with its Lipper category. The steep decline
in the Fund's total net assets, from a peak of $1.1 billion in 1992 to $365
million as of September 30, 1995, has raised the Fund's gross expense ratio
(which could result in shareholders bearing higher expenses at some point) and
has made it more difficult to manage the Fund's portfolio. While the Fund's
investment adviser, Scudder, Stevens and Clark, Inc. (the "Adviser"), has been
able, in many periods, to provide investors with a higher level of current
income than less-risky domestic money market and short-term bond investments,
with relatively limited price volatility, the Adviser believes it will be
increasingly difficult to meet these dual challenges on a continuing basis in
the future.
Many opportunities exist in both the U.S. and foreign bond markets across
all maturity ranges. Changing the objective and policies of the Fund would give
the Fund the opportunity to participate in and take advantage of a wider range
of bond investments, both abroad and in the U.S. In light of the changes in the
global bond markets, the Board of Directors and the Fund's Adviser agree that
the proposed changes offer greater total return potential for the long-term Fund
investor who can accept a higher level of risk, including both currency and
interest rate risk.
Current Investment Practices
Investment Objective. Scudder Short Term Global Income Fund seeks high current
income by investing primarily in high-grade money market instruments and
short-term bonds denominated in foreign currencies and the U.S. dollar.
Investment Characteristics
* The Fund invests primarily in individual debt obligations which have an
effective maturity or an expected average life not exceeding three years.
Within this limitation, the Fund may invest in individual securities with
remaining stated maturities of more than three years.
* The Fund invests at least 65% of its investments in securities rated within
the three highest rating categories of Standard and Poor's ("S&P") (AAA,
AA, or A) or Moody's Investor's Services, Inc. ("Moody's") (Aaa, Aa, or A)
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or, if not rated, considered by the Adviser to be of equivalent quality in
local currency terms.
* The Fund invests a minimum of 25% of its total assets in U.S.
dollar-denominated securities, issued domestically or abroad.
* The Fund may invest up to 10% of its net assets in debt securities rated
below investment grade (i.e., lower than BBB by S&P or below Baa by
Moody's), or unrated securities of equivalent quality as determined by
Adviser.
* The Fund will not invest in any securities rated B or lower.
PROPOSAL
The Board of Directors of the Corporation recommends approval of a change
to the investment objective and certain investment policies of the Fund. To
reflect the proposed changes, Scudder Short Term Global Income Fund will be
renamed Scudder Global Bond Fund.
Proposed Investment Practices
Investment Objectives. Scudder Global Bond Fund will seek total return, with an
emphasis on current income. Capital appreciation will be a secondary objective
of the Fund.
Investment Characteristics
* The Fund will seek to achieve its objectives by investing principally in
high-grade intermediate and long-term bonds denominated in foreign
currencies and the U.S. dollar.
* The Fund will invest in debt securities of issuers from a minimum of three
countries.
* In line with current policy, the Fund will invest at least 65% of its total
assets in securities rated within the three highest rating categories of
S&P or Moody's or, if not rated, considered by the Adviser to be of
equivalent quality in local currency terms.
* The Fund may invest up to 15% of its net assets in debt securities rated
below investment grade, or unrated securities of equivalent quality as
determined by the Adviser.
* The Fund will not invest in any securities rated B or lower.
Special Risk Considerations
A change in the investment objective and policies of Scudder Short Term
Global Income Fund requires shareholders to reevaluate whether Scudder Global
Bond Fund will be an appropriate investment in light of their current financial
position and long-term needs. Scudder Global Bond Fund is appropriate for
long-term investors who can accept the various risks associated with investing
in global bonds. The Adviser will attempt to manage exchange rate and interest
rate and credit risks through active portfolio management. The Adviser's
techniques will include management of currency, bond market and maturity
exposure and security selection which will vary based on available yields and
the Adviser's outlook for the interest rate cycle in various countries and
changes in foreign currency exchange rates. There is no guarantee, however, that
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the Adviser will be successful in managing the risks associated with this type
of fund. In addition to exchange rate and interest rate risk, Scudder Global
Bond Fund will be able to invest a slightly greater proportion of its net assets
in below investment grade securities.
In the markets in which Scudder Global Bond Fund may invest, longer
maturity bonds tend to fluctuate more in price than shorter-term instruments as
interest rates change--again providing both opportunity and risk. Because of
Scudder Global Bond Fund's long-term investment perspective, investors should
not rely on an investment in Scudder Global Bond Fund for their short-term cash
needs and should not view Scudder Global Bond Fund as a vehicle for playing
short-term swings in the global bond and foreign exchange markets.
The Fund's Directors and Adviser believe that these changes are in the best
long-term interests of the shareholders. However, the Directors and the Adviser
acknowledge that Scudder Global Bond Fund may not be appropriate for all who
were shareholders in Scudder Short Term Global Income Fund. Shareholders who are
unsure whether they would feel comfortable with the added risk of Scudder Global
Bond Fund are encouraged to call Scudder Investor Relations at 800-225-2470 to
discuss other, more conservative investment options within the Scudder Family of
Funds.
If approved, it is anticipated that these changes will become effective in
January of 1996.
Investment Management Fee
If the proposal is approved, the Fund will continue to be managed pursuant
to its existing Investment Management Agreement, dated September 7, 1993. Under
this Agreement, the Adviser receives monthly an investment advisory fee for its
services equal to 0.75% for the first $1 billion of the average daily net assets
of the Fund and 0.70% of the average daily net assets of the Fund exceeding $1
billion on an annual basis. The Adviser will continue to maintain the total
annualized expenses of the Fund at not more than 1.00% of average daily net
assets until February 29, 1996.
Required Vote
Approval of the change to the name, investment objective and policies of
Scudder Short Term Global Income Fund requires the affirmative vote of a
majority of the votes cast at the Meeting in person or by proxy. If Proposal 3
is not approved by shareholders, the Fund's present investment policies will
remain in effect for the time being pending consideration by the Directors of
such further action as they may deem to be in the best interest of the
shareholders. The Board of Directors recommends approval of the change to the
name, investment objective and policies of Scudder Short Term Global Income
Fund.
ADDITIONAL INFORMATION
Investment Adviser
Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President of Scudder. Stephen R.
Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, Linda C. Coughlin#, Margaret D.
Hadzima*, Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, Douglas M.
Loudon#, John T. Packard+, Juris Padegs# and Cornelia M. Small# are the other
members of the Board of Directors of Scudder. The principal occupation of each
of the above named individuals is serving as a Managing Director of Scudder.
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* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce and Edmond D.
Villani in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder and the
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocation will be at net book value in cash
transactions. All Managing Directors of Scudder own voting and nonvoting stock;
all Principals own nonvoting stock.
Other Matters
The Board of Directors does not know of any matters to be brought before
the Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
adjournments thereof in accordance with their best judgment.
Please complete and sign the enclosed proxy card and return it in the
envelope provided so that the Meeting may be held and action may be taken, with
the greatest possible number of shares participating, on the matters described
in this Proxy Statement. This will not preclude your voting in person if you
attend the Meeting.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by Officers of the Funds, personnel of Scudder or an
agent of the Funds for compensation. The expenses connected with the
solicitation of proxies and with any further proxies which may be solicited will
be borne by the Funds. The Funds will reimburse banks, brokers and other persons
holding the Funds' 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 the proposals set forth in
the Notice of Special Meeting are not received by December 6, 1995, 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 Funds.
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Shareholder Proposals
Shareholders wishing to submit proposals for inclusion in a proxy statement
for any subsequent shareholders' meeting should send their written proposals to
Thomas F. McDonough, Secretary of the Corporation, c/o Scudder, Stevens & Clark,
Inc., at 345 Park Avenue, New York, New York 10154 within a reasonable time
before the solicitation of proxies for such shareholders' meeting. The timely
submission of a proposal does not guarantee its inclusion.
345 Park Avenue By Order of the Board of Directors,
New York, New York 10154 Thomas F. McDonough
October 24, 1995 Secretary
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<S> <C> <C>
PROXY SCUDDER GLOBAL FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Special Meeting of Shareholders--December 6, 1995
The undersigned hereby appoints Paul Bancroft III, Daniel Pierce and Edmond D. Villani 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 Fund, Inc. consisting of Scudder
Emerging Markets Income Fund, Scudder Global Fund, Scudder Global Small Company Fund, Scudder International Bond Fund and Scudder
Short Term Global Income Fund, which the undersigned is entitled to vote at the Special Meeting of Shareholders of Scudder Global
Fund, Inc., to be held at the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New
York 10154, on December 6, 1995 at 9:45 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 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: Edmond D. Villani, Nicholas Bratt, Daniel Pierce, Paul Bancroft III, Sheryle J. Bolton, Thomas J. Devine,
William H. Gleysteen, Jr. and William H. Luers.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided
below.)
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2. Ratification of the selection of Coopers & Lybrand L.L.P. as FOR /_/ AGAINST /_/ ABSTAIN /_/
independent accountants;
3. Scudder Short Term Global Income Fund Shareholders only:
Approval of the change to the name, investment objective and FOR /_/ AGAINST /_/ ABSTAIN /_/
certain investment policies of Scudder Short Term Global Income Fund.
The proxies are authorized to vote upon such other business as may
properly come before the meeting or 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 Shareholder)
__________________________________________________________
(Signature of joint owner, if any)
Date _______________________________________________, 1995
PLEASE SIGN AND RETURN IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
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