345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
Scudder New Europe Fund, Inc.
April 24, 1995
To the Stockholders:
The Annual Meeting of Stockholders of Scudder New Europe Fund, Inc. (the
"Fund") is to be held at 9:00 a.m., eastern time, on Wednesday, July 12, 1995 at
the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at
51st Street), New York, New York 10154. Stockholders who are unable to attend
this meeting are strongly encouraged to vote by proxy, which is customary in
corporate meetings of this kind. A Proxy Statement regarding the meeting, a
proxy card for your vote at the meeting and an envelope--postage prepaid--in
which to return your proxy card are enclosed.
At the Annual Meeting the stockholders will elect three Directors, consider
the ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants and consider the approval of the continuance of the
Investment Advisory, Management and Administration Agreement between the Fund
and its investment manager, Scudder, Stevens & Clark, Inc. In addition, the
stockholders present will hear a report on the Fund. There will be an
opportunity to discuss matters of interest to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of each of the
foregoing matters.
Respectfully,
/s/Nicholas Bratt /s/Daniel Pierce
Nicholas Bratt Daniel Pierce
President 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 NEW EUROPE FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
Scudder New Europe Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of Scudder New Europe
Fund, Inc. (the "Fund") 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, July 12, 1995 at 9:00 a.m., eastern time, for the
following purposes:
(1) To elect three 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 Coopers & Lybrand L.L.P. as independent accountants for the
fiscal year ending October 31, 1995.
(3) To approve or disapprove the continuance of the Investment
Advisory, Management and Administration Agreement between the Fund and
Scudder, Stevens & Clark, Inc.
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 April 17, 1995 are
entitled to vote at the meeting and any adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
April 24, 1995
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 New Europe Fund, Inc. (the "Fund")
for use at the Annual Meeting of Stockholders, 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, July 12, 1995 at 9:00 a.m.,
eastern time, and at any adjournments thereof (collectively, the "Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about April 24, 1995 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. 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 the Fund or
of such shares present at the Meeting.
Holders of record of the common stock of the Fund at the close of business
on April 17, 1995 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 16,044,970 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, 1994, without charge, by calling 800-349-4281 or writing
the Fund at 345 Park Avenue, New York, NY 10154.
(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 three
nominees listed below as Directors of the Fund (Class I) to serve for a term of
three years, or until their successors are duly elected and qualified. All
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
three 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 1998 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if any; Shares
Principal Occupation or Employment Year First Beneficially Percent
and Directorships in Publicly Held Became a Owned February of
Name (Age) Companies Director 28, 1995 (1) Class
- - ---------- --------- -------- ------------ -----
<S> <C> <C> <C> <C>
Nicholas Bratt (46)* President; Managing Director of 1989 1,431 less than
Scudder, Stevens & Clark, Inc. Mr. 1/4 of 1%
Bratt serves on the boards of an
additional 13 funds managed by
Scudder.
Mary Johnston Evans (65) Corporate Director; Director, Baxter 1990 400 less than
International, Inc. (health care), 1/4 of 1%
Saint-Gobain Corp. (industrial
products manufacturer), Delta Air
Lines, Inc. (air lines), Household
International, Inc. (financial
services), The Sun Company, Inc.
(petroleum products) and Dun &
Bradstreet Corporation (marketing and
financial information services).
William H. Luers (65) President, The Metropolitan Museum of 1990 347(2) less than
Art; Director, IDEX Corporation 1/4 of 1%
(liquid handling equipment
manufacturer), Transco Energy Company
(natural gas transmission company).
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 Class II and III Directors do not expire
this year. The following table sets forth certain information regarding the
Directors in such classes. Class II Directors serving until 1996 Annual Meeting
of Stockholders:
Class II
Nominees to serve until 1996 Annual Meeting of Stockholders:
Present Office with the Fund, if any; Shares
Principal Occupation or Employment Year First Beneficially Percent
and Directorships in Publicly Held Became a Owned February of
Name (Age) Companies Director 28, 1995 (1) Class
- - ---------- --------- -------- ------------ -----
Wilson Nolen (68) Consultant; Director, Ecohealth, Inc. 1990 7,675 less than
(biotechnology company). 1/4 of 1%
Juris Padegs (63)*+ Vice President; Managing Director of 1989 1,000 less than
Scudder, Stevens & Clark, Inc. Mr. 1/4 of 1%
Padegs serves on the boards of an
additional 27 funds managed by Scudder.
Ladislas O. Rice (69) Director, Huntingdon International 1990 900 less than
Holdings, plc (biological and 1/4 of 1%
environmental testing company) and
Stanley Gibbons Holdings plc
(publisher); Chairman and Chief
Executive Officer, Burton Group plc
(diversified retailer) (until 1993).
3
<PAGE>
Class III
Directors serving until 1997 Annual Meeting of Stockholders:
Present Office with the Fund, if any; Shares
Principal Occupation or Employment Year First Beneficially Percent
and Directorships in Publicly Held Became a Owned February of
Name (Age) Companies Director 28, 1995 (1) Class
- - ---------- --------- -------- ------------ -----
Daniel Pierce (61)*+ Chairman of the Board; Chairman of 1991 19,000(3) less than
the Board and Managing Director of 1/4 of 1%
Scudder, Stevens & Clark, Inc.;
Director, Fiduciary Trust Company
(bank and trust company) and
Fiduciary Company Incorporated (bank
and trust company). Mr. Pierce serves
on the boards of an additional 47
funds managed by Scudder.
Paul Bancroft III (65) Venture Capitalist and Consultant 1990 1,000 less than
(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).
Richard M. Hunt (68) University Marshal and Senior 1990 6,000 less than
Lecturer, Harvard University; Vice 1/4 of 1%
Chairman, American Council on
Germany; Director, Council on the
United States and Italy; Life
Trustee, American Field Service;
Partner, Elmhurst Investment Trust
(family investment firm).
All Directors and Officers as a group 38,753(4) less than
1/4 of 1%
- - ---------------------------
<FN>
* Directors considered by the Fund and its counsel to be "interested persons"
(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, Stevens & Clark, Inc. Messrs. Bratt, Padegs and Pierce
are deemed to be interested persons because of their affiliation with the
Fund's investment manager, Scudder, Stevens & Clark, Inc., or because they
are Officers of the Fund or both.
4
<PAGE>
+ Messrs.Padegs and Pierce 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.
(2) Mr. Luers' shares are held with shared voting and investment power with a
member of his family.
(3) Mr. Pierce's shares include 17,500 held in a fiduciary capacity as to which
he shares investment and voting power.
(4) The total for the group includes 19,906 shares held with sole investment
and voting power and 18,847 shares held with shared investment and voting
power.
</FN>
</TABLE>
The Directors and Officers of the Fund may also serve in similar capacities
for other funds managed by Scudder.
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), as applied to a fund, requires the fund's officers, 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, 1994, all filing requirements applicable to its Reporting
Persons were complied with, except that Form 4 on behalf of Daniel Pierce and
Form 3 on behalf of Margaret Hadzima and Richard Holt were filed late.
To the best of the Fund's knowledge, as of February 28, 1995 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 four times during the fiscal year
ended October 31, 1994. Each Director attended at least 75% of the total number
of meetings of the Board of Directors and of all committees of the Board on
which they served as regular members, except Mr. Bratt who attended 62.5% of the
meetings of the Board of Directors and related committees on which he serves.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Special Nominating Committee. 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 ("Noninterested Directors") as
defined in the 1940 Act, which met once during the Fund's last fiscal year. 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.
5
<PAGE>
Nominating Committee
The Board has a Special Nominating Committee consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee met once during the fiscal year ended
October 31, 1994 to consider and to nominate the nominees set forth above.
Executive Officers
In addition to Messrs. Bratt, Padegs and Pierce, Directors who are also
Officers of the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Name (Age) Present Office with the Fund; Year First
Principal Occupation or Employment (1) Became an
Officer (2)
<S> <C> <C>
Paul J. Elmlinger (36) Vice President and Assistant Secretary; 1990
Principal of Scudder, Stevens & Clark, Inc.
Carol L. Franklin (42) Vice President; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (62) Vice President; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
William E. Holzer (45) Vice President; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
David S. Lee (61) Vice President; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
Edward J. O'Connell (50) Vice President and Assistant Treasurer; 1990
Principal of Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (42) Vice President and Assistant Secretary; Managing 1990
Director of Scudder, Stevens & Clark, Inc.
Thomas F. McDonough (48) Secretary; Principal of 1990
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (41) Treasurer; Principal of 1990
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 Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $136,217, including expenses, for the fiscal year ended October
31, 1994. 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, for which such Director receives a fee of $750).
Scudder supervises the Fund's investments, pays the compensation and certain
expenses of its personnel who serve as Directors and Officers of the Fund and
6
<PAGE>
receives a management fee for its services. Several of the Fund's Officers and
Directors are also officers, directors, employees or stockholders of Scudder and
participate in the fees paid to that firm (see "Investment Manager," page 9),
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 Fund's Noninterested Directors may serve on the boards of other funds
managed by Scudder for which services they will be similarly compensated, as
appropriate. For the year ended December 31, 1994, Mr. Bancroft received an
aggregate of $120,238, comprised of $12,250 for serving on the Board of the
Fund, and $107,988 for serving on the boards of an additional 13 funds managed
by Scudder; Ms. Evans received an aggregate of $35,000, comprised of $11,500 for
serving on the Board of the Fund, and $23,500 for serving on the boards of an
additional 6 funds managed by Scudder; Mr. Hunt received an aggregate of
$19,050, comprised of $12,250 for serving on the Board of the Fund, and $6,800
for serving on the board of an additional fund managed by Scudder; Mr. Luers
received an aggregate of $83,713, comprised of $12,250 for serving on the Board
of the Fund, and $71,463 for serving on the boards of an additional 9 funds
managed by Scudder; Mr. Nolen received an aggregate of $132,023, comprised of
$12,250 for serving on the Board of the Fund, and $119,773 for serving on the
board of an additional 14 funds managed by Scudder; and Mr. Rice who served on
no additional boards of funds managed by Scudder, received $12,250 for serving
on the Board of the Fund.
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 January 12, 1995, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Coopers & Lybrand
L.L.P. to act as independent accountants for the Fund for the fiscal year ending
October 31, 1995. Coopers & Lybrand L.L.P. 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 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
stockholders and management.
The Fund's financial statements for the fiscal year ended October 31, 1994
were audited by Coopers & Lybrand L.L.P. In connection with its audit services,
Coopers & Lybrand L.L.P. reviewed the financial statements included in the
Fund's semiannual and annual reports and its filings with the SEC.
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
Coopers & Lybrand L.L.P. as independent accountants.
7
<PAGE>
(3) APPROVAL OR DISAPPROVAL OF THE CONTINUANCE OF THE
INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT
Scudder, 345 Park Avenue, New York, New York, acts as investment adviser to
and manager for the Fund pursuant to an Investment Advisory, Management and
Administration Agreement dated February 16, 1990 (the "Agreement"). The
continuance of the Agreement was last approved by a vote of the stockholders on
July 19, 1994. At a meeting held on January 12, 1995 the Directors, including a
majority of the Noninterested Directors, approved the continuance of the
Agreement and recommended that the stockholders also approve the continuance of
the Agreement. The Agreement continues in effect by its terms from year to year
only so long as such continuance is specifically approved at least annually by
the vote of a majority of the Noninterested Directors cast in person at a
meeting called for the purpose of voting on such approval, and either by the
vote of a majority of all the Directors or a majority of the Fund's outstanding
voting securities, as defined below. The Agreement may be terminated on 60 days'
written notice, without penalty, by the Directors, by the vote of the holders of
a majority of the Fund's outstanding voting securities, or by Scudder, and
automatically terminates in the event of its assignment.
Under the Agreement, Scudder regularly provides the Fund with investment
research, advice and supervision, furnishes an investment program and determines
what securities shall be purchased, held or sold and what portion of the Fund's
assets shall be held uninvested, subject to such policies and instructions as
the Directors may determine. In approving the continuance of the Agreement, the
Directors of the Fund, including the Noninterested Directors, considering the
best interests of the stockholders of the Fund, took into account all factors
that they deemed relevant.
Such factors included the nature, quality and extent of the services
furnished by Scudder to the Fund; the necessity of Scudder maintaining and
enhancing its ability to retain and attract capable personnel to serve the Fund;
the investment record of Scudder in managing the Fund; the experience of Scudder
in the field of international investing; possible economies of scale; Scudder's
profitability from advising the Fund; comparative data as to investment
performance, advisory fees and other fees, including administrative fees, and
expense ratios, particularly fees and expense ratios of funds with foreign
investments, including single country and regional funds, advised by Scudder and
other investment advisers; the risks assumed by Scudder; the advantages and
possible disadvantages to the Fund of having an adviser which also serves other
investment companies as well as other accounts; possible benefits to Scudder
from serving as adviser of the Fund; current and developing conditions in the
financial services industry, including the entry into the industry of large and
well capitalized companies which are spending and appear to be prepared to
continue to spend substantial sums to engage personnel and to provide services
to competing investment companies; the financial resources of Scudder and the
continuance of appropriate incentives to assure that Scudder will continue to
furnish high quality services to the Fund; and various other factors.
In reviewing the terms of the Agreement and in discussions with Scudder
concerning such Agreement, the Noninterested Directors received legal advice and
were represented at the Fund's expense by independent counsel, Ropes & Gray.
Counsel for the Fund is Willkie Farr & Gallagher.
The Agreement provides that Scudder be paid a monthly fee, payable in
dollars, on an annual basis equal to 1.25% of the value of the Fund's average
weekly net assets up to and including $75 million; 1.15% of the value of the
Fund's average weekly net assets on the next $125 million of assets; and 1.10%
of the value of the Fund's average weekly net assets in excess of $200 million.
8
<PAGE>
This fee is higher than management fees paid by most other investment companies,
primarily because of the Fund's objective of investing in European securities,
and the additional time and expenses required of Scudder in pursuing such
objective. For the fiscal year ended October 31, 1994, the Fund paid Scudder an
aggregate fee of $2,174,551.
The Agreement provides that Scudder shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with matters to which the Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Scudder in the
performance of its duties or from reckless disregard by Scudder of its
obligations and duties under the Agreement.
Required Vote
Approval of the continuance of the Agreement requires the affirmative vote
of a majority of the Fund's outstanding voting securities, which, as used in
this proposal means (1) the holders of more than 50% of the outstanding shares
of the Fund, or (2) the holders of 67% or more of the shares present, if more
than 50% of the shares are present at the Meeting in person or by proxy,
whichever is less. Because approval of the Agreement by the Directors, including
the Noninterested Directors, has been obtained, it is not required that the
continuance of the Agreement be submitted to stockholders. Accordingly, if an
affirmative vote of stockholders is not obtained, the Agreement will not
terminate and will continue in effect for the time being pending consideration
by the Directors of such further action as they may deem to be in the best
interests of the stockholders of the Fund. Your Fund's Directors recommend that
stockholders vote to approve the continuance of the Agreement.
Investment Manager
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.
- - ---------------------------
* 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.
9
<PAGE>
Messrs. Bratt, Padegs and Pierce, who are Officers and Directors of the
Fund, are Managing Directors of Scudder. In addition, the following directors or
officers of Scudder are Officers of the Fund in the following capacities: Carol
L. Franklin, Jerard K. Hartman, William E. Holzer and David S. Lee, Vice
Presidents; Kathryn L. Quirk and Paul J. Elmlinger, Vice Presidents and
Assistant Secretaries; Pamela A. McGrath, Treasurer; Edward J. O'Connell, Vice
President and Assistant Treasurer; Thomas F. McDonough, Secretary; and Coleen
Downs Dinneen, Assistant Secretary. Messrs. Hartman, Holzer and Lee and Ms.
Franklin and Ms. Quirk are Managing Directors of Scudder; Messrs. Elmlinger,
O'Connell and McDonough and Ms. McGrath are Principals of Scudder; and Ms.
Dinneen is a Vice President of Scudder.
Scudder or an affiliate manages in excess of $90 billion in assets for
individuals, mutual funds and other organizations. The following are open- or
closed-end mutual funds with investment objectives similar to the Fund, for whom
Scudder provides investment management:
<TABLE>
<CAPTION>
Total Net Assets
as of Management Compensation
March 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Daily Net Assets
---- ------------- ---------------------------------
<S> <C> <C>
Scudder Greater Europe Growth Fund[ $ 25,300 1.00%.
Scudder International Fund $ 2,189,900 0.90 of 1%; 0.85 of 1% on net assets in
excess of $500 million; 0.80 of 1% on net
assets in excess of $1 billion; 0.75 of 1% on
net assets in excess of $2 billion.
Scudder Latin America Fund $ 478,700 1.25%.
Scudder Pacific Opportunities Fund $ 404,100 1.10%.
The Japan Fund, Inc. $ 487,200 0.85 of 1% of the first $100 million of
average daily net assets; 0.75 of 1% on
assets in excess of $100 million up to and
including $300 million; 0.70 of 1% on assets
in excess of $300 million up to and including
$600 million; 0.65 of 1% on assets in excess
of $600 million. Scudder pays The Nikko
International Capital Management Co., Ltd.
for investment and research services: 0.15 of
1% up to $700 million of average daily net
assets; 0.14 of 1% on assets in excess of
$700 million, payable monthly during fiscal
year 1994; 0.10 of 1% on average daily net
assets, payable during fiscal year 1995.
10
<PAGE>
Total Net Assets
as of Management Compensation
March 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Weekly Net Assets
---- ------------- ----------------------------------
The Argentina Fund, Inc.* $ 94,200 1.30%; Scudder pays Sociedad General de
Negocios y Valores S.A. for investment and
research services 0.36 of 1%.
The Brazil Fund, Inc.*++ $ 279,900 1.30%; 1.25% on net assets in excess of $150
million; and 1.20% on net assets in excess of
$300 million. Scudder pays Banco Icatu S.A.
for investment and research services 0.25 of
1%; 0.15 of 1% on net assets in excess of
$150 million; and 0.05 of 1% on net assets in
excess of $300 million.
The First Iberian Fund, Inc.* $ 55,800 1.00%.
Scudder New Asia Fund, Inc.* $ 133,200 1.25%; 1.15% on net assets in excess of $75
million; 1.10% on net assets in excess of
$200 million.
Total Net Assets
as of Management Compensation
March 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Monthly Net Assets
---- ------------- -----------------------------------
The Korea Fund, Inc.* $ 610,800 1.15%; 1.10% on net assets in excess of $50
million; 1% on net assets in excess of $100
million; 0.95 of 1% on net assets in excess
of $350 million; 0.90 of 1% on net assets in
excess of $750 million. Scudder pays Daewoo
Capital Management Co., Ltd. for investment
and research services 0.2875 of 1%; 0.275 of
1% on net assets in excess of $50 million;
0.25 of 1% on net assets in excess of $100
million; 0.2375 of 1% on net assets in excess
of $350 million; 0.2250 of 1% on net assets
in excess of $750 million.
<FN>
+ Scudder has agreed to maintain the annualized expenses of the fund at not
more than 1.50% of average daily net assets until February 29, 1996.
* These funds are not subject to state imposed expense limitations.
++ Banco Icatu S.A. has agreed to waive 50% of the fee it receives from
Scudder. As a result of the waiver, Scudder will waive a portion of its
investment management fee from the fund equal to the amount of the fee
waived by Banco Icatu S.A.
</FN>
</TABLE>
11
<PAGE>
Directors, officers and employees of Scudder from time to time may have
transactions with various banks, including the Fund's custodian bank. It is
Scudder's opinion that the terms and conditions of those transactions that have
occurred were not influenced by existing or potential custodial or other Fund
relationships.
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible Scudder places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a wholly-owned subsidiary of
Scudder), which in turn places orders on behalf of the Fund with issuers,
underwriters or other brokers and dealers. The Distributor receives no
commissions, fees or other remuneration from the Fund for this service.
Allocation of portfolio transactions is supervised by Scudder.
Other Matters
The Board of Directors does not know of any matters to be brought before
the Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
adjournments thereof in accordance with their best judgment.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by Officers of the Fund or personnel of Scudder. The Fund
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072-2586 to assist in the proxy solicitation. The cost
of their services is estimated at $7000. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Corporate Investor Communications, Inc., 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 Meeting are not received by July 12, 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 Fund.
12
<PAGE>
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
1996 meeting of Stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder, Stevens & Clark, Inc. at 345 Park
Avenue, New York, New York 10154, not later than December 27, 1995.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
April 24, 1995
13
<PAGE>
PROXY SCUDDER NEW EUROPE FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- July 12, 1995
The undersigned hereby appoints Paul Bancroft III, Nicholas Bratt and
Daniel Pierce, each with the power of substitution, as proxies for the
undersigned to vote all shares of Scudder New Europe Fund, Inc. (the "Fund")
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Fund 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,
July 12, 1995 at 9:00 a.m., eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote
will be cast "FOR" each numbered item listed on the reverse side.
1. The election of Directors;
FOR WITHHOLD
Nominees: Class I: Nicholas Bratt, Mary Johnston Evans and William H. Luers.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided above.)
2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent
accountants; FOR __ AGAINST __ ABSTAIN __
3. Approval of the continuance of the Investment Advisory, Management and
Administration Agreement between the Fund and Scudder, Stevens & Clark, Inc.;
FOR __ AGAINST __ ABSTAIN __
The Proxies are authorized to vote upon such other business as may properly
come before the Meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT __
PLEASE SIGN AND RETURN PROMPTLY IN 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.
Signature:____________________ Date:_______________
Signature:____________________ Date:_______________
