[logo]
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
Scudder New Europe Fund, Inc.
June 11, 1998
To the Stockholders:
The Annual Meeting of Stockholders of Scudder New Europe Fund, Inc. (the
"Fund") is to be held at 10:30 a.m., Eastern time, on Thursday, July 23, 1998,
at the offices of Scudder Kemper Investments, Inc., 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154. Stockholders who are unable to
attend this meeting are strongly encouraged to vote by proxy, which is customary
in corporate meetings of this kind. A Proxy Statement regarding the meeting, a
proxy card for your vote at the meeting and an envelope--postage prepaid--in
which to return your proxy card are enclosed.
At the Annual Meeting, the stockholders will elect three Directors and
consider the ratification of the selection of Coopers & Lybrand L.L.P. 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/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
Kemper Investments, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New
York, New York 10154, on Thursday, July 23, 1998 at 10:30 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 of the Board of Directors in
selecting Coopers & Lybrand L.L.P. as independent accountants for the
fiscal year ending October 31, 1998.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on June 4, 1998 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
June 11, 1998
- --------------------------------------------------------------------------------
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 Kemper Investments, Inc. ("Scudder Kemper"), 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154, on Thursday, July 23, 1998 at 10:30
a.m., Eastern time, and at any adjournments thereof (collectively, the
"Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about June 11, 1998 or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, 345 Park Avenue, New York, New York 10154) or in person at the Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for proposals (1) and (2) which require the
approval of a majority of shares voting at the Meeting.
Holders of record of the common stock of the Fund at the close of business
on June 4, 1998 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 16,124,567 shares
of common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may receive an additional copy of the annual report for the fiscal
year ended October 31, 1997, without charge, by calling 800-349-4281 or writing
the Fund at 345 Park Avenue, New York, New York 10154.
(1) ELECTION OF 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 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 March 31, of
Name (Age) in Publicly Held Companies Director 1998(1) Class
- ---------- -------------------------- -------- ------- -----
<S> <C> <C> <C> <C>
Nicholas Bratt (50)*+ President; Managing 1989 1,654 less than 1/4
Director of Scudder of 1%
Kemper Investments,
Inc.; and Director,
Korea Society (private
society). Mr. Bratt
serves on the board of
one additional fund
managed by Scudder
Kemper.
Mary Johnston Director, Baxter 1990 500 (2) less than 1/4
Evans (68) International, Inc. of 1%
(health care),
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 (69) President, The 1990 401 (3) less than 1/4
Metropolitan Museum of of 1%
Art; Director, IDEX
Corporation (liquid
handling equipment
manufacturer), Wickes
Lumber Company
(building materials),
StoryFirst
Communications, Inc.
(owns television and
radio stations in
Russia and Ukraine),
Transco Energy Company
(natural gas
transmission company)
(until 1995) and The
Discount Corporation of
New York (bond trading)
(until 1993). Mr. Luers
serves on the boards of
certain other funds
managed by Scudder
Kemper.
</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 Class II and III Directors do not expire
this year. The following table sets forth certain information regarding the
Directors in such classes. Unless otherwise noted, each Director has engaged in
the principal occupation listed in the following table for more than five years,
but not necessarily in the same capacity.
Class II - Directors serving until 1999 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 March 31, of
Name (Age) in Publicly Held Companies Director 1998(1) Class
- ---------- -------------------------- -------- ------- -----
<S> <C> <C> <C> <C>
Wilson Nolen(71) Consultant; Trustee, 1990 8,869 less than 1/4
Cultural Institutions of 1%
Retirement Fund, Inc.,
New York Botanical
Garden, Skowhegan
School of Painting &
Sculpture; Director,
Ecohealth, Inc.
(biotechnology company)
(until 1996), Chattem,
Inc. (drug and chemical
company) (until 1993).
Mr. Nolen serves on the
boards of certain other
funds managed by
Scudder Kemper.
Ladsilas O. Rice (72) Director, Huntingdon 1990 900 less than 1/4
International Holdings, of 1%
plc (biological and
environmental testing
company), Stanley
Gibbons Holdings plc
(publisher) (until
1998) and Whittington
Hospital Trust; Deputy
Chairman, Burton Group
plc (diversified
retailer) (until 1993).
</TABLE>
3
<PAGE>
Class III - Directors serving until 2000 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 March 31, of
Name (Age) in Publicly Held Companies Director 1998(1) Class
- ---------- -------------------------- -------- ------- -----
<S> <C> <C> <C> <C>
Daniel Pierce (64)*+ Chairman of the Board; 1991 13,489 (4) less than 1/4
Managing Director of of 1%
Scudder Kemper
Investments, Inc.; and
Director, Fiduciary
Trust Company (bank and
trust company) and
Fiduciary Company
Incorporated (bank and
trust company). Mr.
Pierce serves on the
boards of certain other
funds managed by
Scudder Kemper.
Paul Bancroft III (68) Trustee, Venture 1990 7,000 less than 1/4
Capitalist and of 1%
Consultant; Retired
President, Chief
Executive Officer and
Director, Bessemer
Securities Corp.
(private investment
company); Director,
Western Atlas, Inc.
(diversified oil
services and industrial
automation company);
and former Director,
Albany International,
Inc. (paper machine
belt manufacturer) and
Measurex Corporation
(process control
systems company). Mr.
Bancroft serves on the
boards of certain other
funds managed by
Scudder Kemper.
Richard M. Hunt (71) University Marshal and 1990 6,000 less than 1/4
Senior Lecturer, of 1%
Harvard University;
Vice Chairman, American
Council on Germany;
Director, Council on
the United States and
Italy; Life Trustee,
American Field Service;
and Partner, Elmhurst
Investment Trust
(family investment
firm). Mr. Hunt serves
on the boards of
certain other funds
managed by Scudder
Kemper.
All Directors and Officers as a group 39,713 (5) 0.25%
</TABLE>
- ---------------------------
* Persons 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) (the "1940 Act")] of the Fund or of the
Fund's investment manager, Scudder Kemper Investments, Inc. Messrs. Bratt
and Pierce are deemed to be interested persons because of their affiliation
with the Fund's investment manager, Scudder Kemper Investments, Inc., or
because they are Officers of the Fund or both.
4
<PAGE>
+ Messrs. Bratt 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) Ms. Evans' total reflects 100 shares purchased after March 31, 1998.
(3) Mr. Luers' shares are held with shared voting and investment power with a
member of his family.
(4) Mr. Pierce's total includes 10,600 shares held in a fiduciary capacity as to
which he shares investment and voting power.
(5) The total for the group includes 28,711 shares held with sole investment and
voting power and 11,001 shares held with shared investment and voting power.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act, as applied to a fund, require 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, 1997, its Reporting Persons complied with all applicable
filing requirements.
To the best of the Fund's knowledge, as of April 15, 1998 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 six times during the fiscal year
ended October 31, 1997.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent Directors. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee consisting of those Directors who are not
interested persons of the Fund or of Scudder Kemper ("Noninterested Directors"),
as defined in the 1940 Act, which last met on February 4, 1998. The Audit
Committee reviews with management and the independent accountants for the Fund,
among other things, the scope of the audit and the controls of the Fund and its
agents, reviews and approves in advance the type of services to be rendered by
independent accountants, recommends the selection of independent accountants for
the Fund to the Board and in general considers and reports to the Board on
matters regarding the Fund's accounting and bookkeeping practices.
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors and consideration of other related
matters. Stockholders' recommendations as to nominees received by management
5
<PAGE>
are referred to the Committee for its consideration and action. The
Committee last met on February 4, 1998 to consider and to nominate the nominees
set forth above.
Executive Officers
In addition to Messrs. Bratt and Pierce, Directors who are also Officers of
the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Year First
Present Office with the Fund; Became an
Name (Age) Principal Occupation or Employment (1) Officer (2)
---------- -------------------------------------- -----------
<S> <C> <C>
Paul J. Elmlinger (39) Vice President and Assistant Secretary; Managing 1990
Director of Scudder Kemper Investments, Inc.
Carol L. Franklin (45) Vice President; Managing Director of Scudder Kemper 1990
Investments, Inc.
Bruce H. Goldfarb (33) Vice President and Assistant Secretary; Vice President 1998
of Scudder Kemper Investments, Inc. since February
1997; previously practiced law with the law firm of
Cravath, Swaine & Moore.
Joan R. Gregory (52) Vice President; Vice President of Scudder Kemper 1996
Investments, Inc.
Jerard K. Hartman (65) Vice President; Managing Director of Scudder Kemper 1990
Investments, Inc.
John R. Hebble (40) Assistant Treasurer; Senior Vice President of Scudder 1998
Kemper Investments, Inc.
Kathryn L. Quirk (45) Vice President and Assistant Secretary; Managing 1990
Director of Scudder Kemper Investments, Inc.
Thomas F. McDonough (51) Vice President, Treasurer and Secretary; Senior Vice 1990
President of Scudder Kemper Investments, Inc.
Caroline Pearson (36) Assistant Secretary; Vice President of Scudder Kemper 1998
Investments, Inc. since September 1997; previously
practiced law with the law firm of Dechert Price &
Rhoads.
</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 $136,245, including expenses, for the fiscal year ended
October 31, 1997. Each such unaffiliated Director currently receives fees paid
by the Fund of $750 per Directors' meeting attended and an annual Director's fee
of $6,000. Each Director also receives $250 per committee meeting attended
(other than Audit Committee meetings and meetings held for the purposes 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 firm (see "Investment
6
<PAGE>
Manager," page 8), although the Fund makes no direct payments to them other than
for reimbursement of travel expenses in connection with the attendance at
Directors' and committee meetings.
The following Compensation Table, provides in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund.
Column (2) Aggregate compensation received by a Director from the Fund and
Scudder.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay its Directors such benefits.
Column (5) Total compensation received by a Director from the Fund, Scudder,
plus compensation received from all funds managed by Scudder Kemper for which a
Director serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
a Director for serving on the Board of a closed-end fund is greater than the
compensation received by a Director for serving on the Board of an open-end
fund.
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1997
--------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
<S> <C> <C> <C> <C>
Aggregate Compensation as
Aggregate Estimated a Director/Trustee of
Compensation Pension or Annual the Fund and Other
as a Director of the Fund Retirement Benefits Benefits Scudder Funds
Name of Person, Paid by Paid by Accrued As Part of Upon Paid by Paid by
Position Fund Scudder** Fund Expenses Retirement Funds Scudder**
--------------------------------------------------------------------------------------------------------------
Paul Bancroft III, $8,500 $1,500 N/A N/A $156,922 $25,950
Director (20 funds*)
Mary Johnston $11,500 $750 N/A N/A $11,500 $750
Evans, Director (1 fund)
Richard M. Hunt, $11,500 $1,500 N/A N/A $26,471 $3,700
Director (10 funds*)
William H. Luers, $11,500 $1,500 N/A N/A $117,729 $16,350
Director (20 funds)
Wilson Nolen, $11,500 $1,500 N/A N/A $189,548 $25,300
Director (21 funds*)
Ladislas O. Rice, $10,300 $1,500 N/A N/A $10,300 $1,500
Director (1 fund)
</TABLE>
* This does not include membership on the Boards of funds that commenced
operations in 1998.
** During 1997 Scudder, Stevens & Clark, Inc. ("Scudder") voluntarily agreed to
pay the fees and expenses of Directors relating to special meetings held for the
purpose of considering the proposed alliance between Scudder and Zurich
Insurance Company, which was consummated on December 31, 1997.
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 on April 29, 1998, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, recommended to stockholders
the selection of Coopers & Lybrand L.L.P. to act as independent accountants for
the Fund for the fiscal year ending October 31, 1998. 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 or management.
The Fund's financial statements for the fiscal year ended October 31, 1997
were audited by Coopers & Lybrand L.L.P.
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.
Investment Manager
The Investment Manager is a Delaware corporation. Rolf Hueppi* is the
Chairman of the Board and Director, Edmond D. Villani# is the President, Chief
Executive Officer and Director, Stephen R. Beckwith# is the Treasurer and Chief
Financial Officer, Kathryn L. Quirk# is the General Counsel, Chief Compliance
Officer and Secretary, Lynn S. Birdsong# is a Corporate Vice President and
Director, Cornelia M. Small# is a Corporate Vice President and Director,
Laurence Cheng* is a Director, Steven Gluckstern* is a Director and Marcus
Rohrbasser is a Director of the Investment Manager. The principal occupation of
each of Edmond D. Villani, Stephen R. Beckwith, Kathryn L. Quirk, and Cornelia
M. Small is serving as a Managing Director of the Investment Manager; the
principal occupation of Rolf Hueppi, Laurence Cheng, Steven Gluckstern and
Marcus Rohrbasser is serving as an officer of Zurich Insurance Company
("Zurich").
- ----------
* Mythenquai 2, Zurich, Switzerland
# 345 Park Avenue, New York, New York
The outstanding voting securities of the Investment Manager are held of
record 36.63% by Zurich Holding Company of America ("ZHCA"), a subsidiary of
Zurich; 32.85% by ZKI Holding Corp. ("ZKIH") a subsidiary of Zurich; 20.86% by
Stephen R. Beckwith, Lynn S. Birdsong, Kathryn L. Quirk, Cornelia M. Small and
Edmond D. Villani in their capacity as representatives (the "Management
Representatives") of the Investment Manager's management holders and retiree
holders pursuant to a Second Amended and Restated Security Holders Agreement
among the Investment Manager, Zurich, ZHCA, ZKIH, the Management
Representatives, the management holders, the retiree holders and
8
<PAGE>
Edmond D. Villani, as trustee of Scudder Kemper Investments, Inc. Executive
Defined Contribution Plan Trust (the "Trust"); and 9.66% by the Trust. There are
no outstanding non-voting securities of the Investment Manager.
In connection with a transaction effective December 31, 1997, pursuant to
which Zurich acquired a two-thirds interest in Scudder for $866.7 million in
cash and the businesses of Scudder and Zurich's subsidiary, Zurich Kemper
Investments, Inc., were combined to form Scudder Kemper, Mr. Bratt sold 15.0% of
his holdings in Scudder to Zurich for cash and Mr. Pierce sold 85.1% of his
holdings in Scudder to Zurich for cash.
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible Scudder Kemper places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a subsidiary of Scudder 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. 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 properly 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 facsimile by Officers of the Fund or personnel of Scudder Kemper.
The Fund has retained Shareholder Communications Corporation, 17 State Street,
New York, New York 10004 to assist in the proxy solicitation. The cost of their
services is estimated at $3,500. The expenses connected with the solicitation of
the proxies and with any further proxies which may be solicited by the Fund's
Officers or Shareholder Communications Corporation, in person, by telephone or
by facsimile 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 23, 1998, the persons named as
appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
9
<PAGE>
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
1999 meeting of stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder Kemper Investments, Inc., at 345
Park Avenue, New York, New York 10154, not later than February 12, 1999.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
June 11, 1998
10
<PAGE>
PROXY SCUDDER NEW EUROPE FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders--July 23, 1998
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 Kemper Investments, Inc., 25th Floor,
345 Park Avenue (at 51st Street), New York, New York 10154, on Thursday, July
23, 1998 at 10:30 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, 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 /__/
<PAGE>
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 Signature:_______________________ Date:___________
your name or names appear.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give your full title as such.
Signature:_______________________ Date:___________
