ALAMEDA CONTRA COSTA MEDICAL ASSOC COLLECT INV TR FOR RETIRE, DEFS14A, 1997-09-26

ALAMEDA CONTRA COSTA MEDICAL ASSOC COLLECT INV TR FOR RETIRE
DEFS14A, 1997-09-26

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<PAGE>

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION COLLECTIVE
INVESTMENT TRUST FOR RETIREMENT PLANS
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below for Exchange Act Rules 14a-6(i) and 0-11.
(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE>
Notice of Special Meeting
of the Unitholders of the
Alameda-Contra Costa Medical Association
Collective Investment Trust for Retirement Plans

NOTICE IS HEREBY GIVEN that a special meeting of
the unitholders (the "Unitholders") of the Alameda-Contra
Costa Medical Association Collective Investment Trust for
Retirement Plans (the "Trust") will be held on October 30,
1997 at 12:00 p.m., at the offices of the Alameda-Contra
Costa Medical Association at 6230 Claremont Avenue, Oakland,
California 94618.

The following matters will be presented to the
Unitholders for action:

1. Election of members of the Supervisory
Committee. (All Unitholders)

2. Ratification of the selection of Coopers & Lybrand
as the Trust's independent auditors for 1997.
(All Unitholders)

3. Approval of a new investment management agreement
between the Trust and Scudder Kemper Investments, Inc.
(Unitholders of the Long-Intermediate Fixed Income
Portfolio, the Short-Intermediate Fixed Income
Portfolio and the Short-Term Income Fund only,
voting separately)

4A. Approval of a new investment management agreement
between the Trust and Lazard Freres & Co. LLC.
(Unitholders of the International Value Equity
Portfolio only)

4B. Approval and ratification of the current investment
management agreement between the Trust and Lazard
Freres & Company. (Unitholders of the International
Value Equity Portfolio only)

5. Any other matters which may be properly
brought before the meeting or any adjournment
thereof.

The Supervisory Committee has fixed September 17,
1997 as the record date for determination of the Unitholders
entitled to vote at the meeting or any adjournment thereof.

If you do not expect to be present at the meeting
to vote your Units, you are urged to complete the attached
proxy form and mail it in the enclosed postage-prepaid
envelope.

Dated: September 26, 1997

(Signature)
William N. Guertin, Secretary

<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS

PROXY STATEMENT

September 26, 1997

This proxy statement is furnished in connection
with the solicitation of proxies to be used at the special
meeting of the unitholders (the "Unitholders") of the
Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust") to be
held on October 30, 1997, and any adjournment thereof, for
action upon the matters set forth in the foregoing Notice of
Special Meeting. Under rules established by the Securities
and Exchange Commission, certain information is required to
be included in any proxy statement submitted on behalf of the
management of a registered investment company such as the
Trust. The following information is provided pursuant to
such rules. This proxy statement and the enclosed form of
proxy were first mailed to Unitholders on or about
September 26, 1997.

VOTING OF PROXY

All units ("Units") represented by each properly
signed proxy received prior to the meeting will be voted at
the meeting. If a Unitholder specifies how the proxy is to
be voted on any of the business to come before the meeting,
it will be voted in accordance with such specification. If
no specification is made, the proxy will be voted FOR each of
the nominees named in Proposal 1 and FOR Proposals 2, 3, 4A
and 4B. The proxy may be revoked by a Unitholder, at any time
prior to its use, by written notice to the Trust, by
submission of a subsequent proxy or by voting in person at
the meeting.

In the event that sufficient votes in favor of any
Proposal are not received by the time scheduled for the
meeting, the proxyholders may propose one or more
adjournments of the meeting to permit further solicitation.
The time and place of any adjourned meeting will be announced
at the meeting at which the adjournment is taken. If a vote
is taken on adjournment of the meeting, the proxyholders will
vote in favor of adjournment those proxies they are entitled
to vote in favor of the Proposal to be adjourned, and against
adjournment those proxies they are instructed to vote against
the Proposal to be adjourned.

<PAGE>
The representation in person or by proxy of at
least one-third of the Units entitled to vote is necessary to
constitute a quorum for transacting business at the meeting.
For purposes of determining the presence of a quorum,
withheld votes and abstentions will be counted as present.
Withheld votes will not be counted in favor of or against,
but will have no other effect on, the vote for Proposal 1.
Abstentions will have the effect of a vote against
Proposals 2, 3, 4A and 4B.

SOLICITATION

The solicitation made pursuant to this proxy
statement is made on behalf of the Supervisory Committee of
the Trust. The costs of the solicitation relating to
Proposal 3, and half of such costs relating to Proposals 1
and 2, will be borne by Scudder, Stevens & Clark, Inc.
("Scudder"). The remaining costs of the solicitation will
be borne by the Trust. Scudder is the current investment
adviser of the Long-Intermediate Fixed Income Portfolio, the
Short-Intermediate Fixed Income Portfolio and the Short-Term
Income Fund (formerly the Money Market Portfolio) of the
Trust (collectively, the "Income Portfolios"). The
solicitation is to be made by officers and employees of the
Trust and the Alameda-Contra Costa Medical Association (the
"Association") primarily by mail, but may be supplemented by
telephone calls, faxes, e-mail, telegrams and personal
interviews. The Association is the Administrator of the
Trust and, as such, provides administration and accounting
services to the Trust.

THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF
ITS 1996 ANNUAL REPORT AND 1997 SEMI-ANNUAL REPORT TO ANY
UNITHOLDER UPON REQUEST. THE 1996 ANNUAL REPORT WAS MAILED
TO UNITHOLDERS ON MARCH 3, 1997, AND THE 1997 SEMI- ANNUAL
REPORT WAS MAILED TO UNITHOLDERS ON AUGUST 27, 1997.
IF YOU NEED AN ADDITIONAL COPY OF EITHER REPORT, REQUESTS MAY
BE MADE BY TELEPHONE AT 1-510-654-5383 OR BY USING THE
ATTACHED SELF-ADDRESSED POSTAGE-PAID CARD DIRECTED TO:
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION, 6230 CLAREMONT
AVENUE, OAKLAND, CALIFORNIA 94618.
<PAGE>

VOTING UNITS AND PRINCIPAL HOLDERS
<TABLE>
The record date for determination of Unitholders
entitled to vote at the meeting or any adjournment thereof
(the "Record Date") was September 17, 1997. The following
table sets forth each Proposal, the Portfolio or Portfolios
entitled to vote on each Proposal and the number of Units
outstanding as of the Record Date with respect to each
Portfolio:
<CAPTION>
Proposal Unitholders Units Outstanding
Voting September 17, 1997
<S> <C> <C>
1. Election of Supervisory All $ 51,366,893.49
Committee.

2. Ratification of Independent All $ 51,366,893.49
Accountants.

3. Approval of new investment Long-Intermediate 369,821.8808
management agreement with Income Portfolio
Scudder Kemper Investments, Inc.
Short-Intermediate 419,630.6509
Income Portfolio

Short-Term 305,291.9638
Income Fund

4A. Approval of new investment International 129,697.9691
management agreement with Value Equity
Lazard Freres & Co. LLC. Portfolio

4B. Approval and ratification International 129,697.9691
of current investment Value Equity
management agreement with Portfolio
Lazard Freres & Company.
</TABLE>

With respect to Proposals 3, 4A and 4B, each Portfolio
will vote separately, and each Unitholder will be entitled to
one vote for each Unit held. With respect to Proposals 1 and
2, all Units will vote together, not by Portfolio, and each
Unitholder will be entitled to one vote for each dollar of
net asset value of Units held.
<PAGE>

<TABLE>
The following table sets forth information as of
the Record Date with respect to the beneficial ownership of
the Units by all members of the Supervisory Committee and
executive officers of the Trust and with respect to all
persons known to the Trust to be the beneficial owners of
more than 5% of the Units:
<CAPTION>
Number or Dollar Value and Percentage of Units <F1>
Long- Short-
Intermediate Intermediate Short-Term International
Name <F2> Position Held <F3> All Portfolios Income Income Income Value Equity
<S> <C> <C> <C> <C> <C> <C>
Robert E. Gwynn, M.D. Chairman, Chief 1.3%
Executive Officer
and Committee
Member

William N. Guertin Secretary and 0
Committee Member

L. Richard Mello Treasurer and 0
Committee Member

Michael Cohen, M.D. Committee Member 1.2% 5,000.0000
3.9%
Klaus R. Dehlinger, M.D. Committee Member 2.8% 35,077.6910 12,154.3689 13,572.1303
9.5% 2.9% 10.5%
Bruce M. Fisher, M.D. Committee Member 0.9%

William R. Forsythe, M.D. Committee Member 0.1%

Albert K. Greenberg, M.D. Committee Member 0.7%

Robert R. Haumeder, M.D. Committee Member 0.3% 8,028.6902
2.2%
Richard Marchick, M.D. Committee Member 4.4% 19,262.1267 25,189.4234 13,692.0327
5.2% 6.0% 10.6%
Mary Alice Murphy, M.D. Committee Member 0.03%

Gary S. Nye, M.D. Committee Member 1.0% 3,531.5107
1.2%
Robert J. Oakes, M.D. Committee Member 0.3%

Richard Rihn, M.D. Committee Member 0.6% 16,305.6833
4.4%
All Committee Members
and Executive Officers
as a Group (14)

Ralph Baldzikowski, M.D. None 30,680.5105
10.1%
Norman Ballantine, M.D. None 16,894.2962
5.5%
Berkeley Urological None 13,653.8187
Associates 10.5%

Robert Black, M.D. None 16,019.2376
5.3%
Reed Brockbank, M.D. None 22,614.2410
5.4%
William Donald, M.D. None 19,845.0439
5.4%
<PAGE>
Stanley Goodman, M.D. None 43.382.1311
11.7%
Roger Hoag, M.D. None 40,310.7544
9.6%
Robert Hepps, M.D. None 8,755.0223
6.8%
Ralph Kirk, M.D. None 23,504.8003
6.4%
Raymond Maas, M.D. None 25,455.0246 19,576.0502
6.1% 15.1%
Harry Mac Dannald, M.D. None 8,243.6482
6.4%
OB/GYN Fertility None 28,177.8462 99,889.2216 13,692.0327
Specialist Medical 7.6% 23.8% 10.6%
Group, Inc.

Joel Piser, M.D. None 12,098.4108
9.3%
Respiratory Medical None 15,639.6941 13,274.1023
Group, Inc. 5.1% 10.2%

Philip Sapunor, M.D. None 28,646.6795
6.8%
E. Gregory Thomas, M.D. None 19,704.4585
5.3%
Ruperto R. Visaya, M.D. None 7,829.6682
6.0%
Visaya & Ochoa-Visaya MDs None 7,539.7740
5.8%
Robert Werra, M.D. None 69,766.0812
22.9%
Robert Werra, M.D., APC None 75,299.7778
24.7%
<FN>
<F1>
Unless otherwise indicated, sole voting and investment power and
less than 1%.
<F2>
Unless otherwise indicated, all at 6230 Claremont Avenue, Oakland,
CA 94618.
<F3>
Represents total dollar value of units held.
</FN>
</TABLE>
<PAGE>
PROPOSAL 1

ELECTION OF SUPERVISORY COMMITTEE

(ALL UNITHOLDERS)

The Supervisory Committee of the Trust has fixed
the authorized number of Committee members of the Trust at
14. At the special meeting, 14 members of the Supervisory
Committee will be elected, to hold office until the next
meeting of the Unitholders and until their successors have
been elected and qualified, or until they have resigned or
otherwise ceased to be Committee members. The nominees
listed below, who are the existing members of the Supervisory
Committee, have consented to stand for election and to serve
if elected. In the unanticipated event that any nominee can
not be a candidate for election at the special meeting, then
the proxyholders may vote in favor of such substitute nominee
as the Supervisory Committee designates, or the Supervisory
Committee may reduce the number of Committee members to be
elected.
<TABLE>
The following table sets forth certain information
concerning the nominees for election as members of the
Supervisory Committee and the executive officers of the
Trust:
<CAPTION>
Name and Age Position with Trust and Committee
Principal Occupation <F1> Member Since
<S> <C> <C>
Robert E. Gwynn, M.D. (60) <F2> Chairman and Chief Executive 1990
Officer of Trust since 1991.
Physician, Cardio Vascular
Disease Specialty. Chief
Financial Officer of Cardio
Vascular Consultants Medical
Group since 1982.

William N. Guertin (54) <F2> Secretary of Trust since 1990. 1990
Executive Director of the
Association since 1984.

L. Richard Mello (52) <F2> Treasurer of Trust since 1990. 1990
Administrator of the Association
since 1973.

Michael Cohen, M.D. (60) Physician, Pulmonary Disease 1997
Specialty. President of
Respiratory Medical Group, Inc.
since 1978

Klaus R. Dehlinger, M.D. (76) <F2> Physician, Radiology Specialty. 1990
Retired since 1987.

Bruce M. Fisher, M.D. (73) Physician, Internal Medicine 1990
Specialty. Eden Medical Center
Medical Director for Quality
Improvement since 1988.

William R. Forsythe, M.D. (66) Physician, Obstetrics & 1990
Gynecology Specialty. Retired
in 1997. Berkeley-Orinda Women's
Health, Partner from 1995 - 1997.
Forsythe, Sakamoto, Court &
Wharton, MD's, Partner from
1977 - 1995.

Albert K. Greenberg, M.D. (81) Physician, General Practice 1990
Specialty. Retired from private
practice since 1990.

Robert R. Haumeder, M.D. (75) Physician, Pediatrics Specialty. 1990
Retired from private practice
since 1992.

Richard Marchick, M.D. (63) <F2> Physician, Obstetrics & 1990
Gynecology Specialty. Retired
since 1994. Shareholder of OB-
GYN & Fertility Medical Group
Inc., from 1966 to 1994.

Mary Alice Murphy, M.D. (54) Physician, Allergy & Immunology 1997
Specialty. Private practice
since 1992.

Gary S. Nye, M.D. (58) Physician, Psychiatry Specialty. 1997
Private practice since 1971.

Robert J. Oakes, M.D. (83) Physician, Family Practice 1990
Specialty. Retired from private
practice since 1979.

Richard Rihn, M.D. (72) Physician, Family Practice. 1990

<FN>
<F1>
Unless otherwise indicated, all for more than five years.
<F2>
Interested person ("Interested Person") within the meaning of the
Investment Company Act of 1940, as amended (the "1940 Act"), by virtue
of being an officer of the Trust or a 5% owner of one or more of the
Portfolios as of the Record Date.
</FN>
</TABLE>
All members of the Supervisory Committee, other
than Messrs. Guertin and Mello, are members of the
Association. The Supervisory Committee has no standing audit
or nominating committee, or committee performing similar
functions. During 1996, the Supervisory Committee held six
meetings. Messrs. Guertin and Mello, and Drs. Fisher, Forsythe,
Greenberg, Haumeder, and Rihn attended fewer than 75% of these
meetings. No compensation is paid by the Trust to any member of
the Supervisory Committee or officer of the Trust.

Vote Required for Approval and Recommendation

The election of the Committee members requires the
affirmative vote of a plurality of the votes cast in person
or by proxy at the special meeting.

The Supervisory Committee recommends a vote FOR
the election of each of the nominees listed above.

<PAGE>

PROPOSAL 2

RATIFICATION OF INDEPENDENT AUDITORS

(ALL UNITHOLDERS)

At its meeting on January 23, 1997, the Supervisory
Committee, including a majority of its members who are not
interested persons of the Trust, selected Coopers & Lybrand
L.L.P. to act as the independent auditors for the Trust for
1997. Under the 1940 Act, this selection must be submitted
to Unitholders for ratification or rejection. It is not
expected that a representative of Coopers & Lybrand will be
present at the special meeting.

Vote Required for Approval and Recommendation

The ratification of the selection of Coopers &
Lybrand requires the affirmative vote of a majority of the
votes cast in person or by proxy at the special meeting. If
the selection of Coopers & Lybrand is not ratified by
Unitholders, the Supervisory Committee will take such action
as it deems to be in the best interests of the Trust and the
Unitholders.

The Supervisory Committee recommends a vote FOR
the ratification of the selection of Coopers & Lybrand as
the independent auditors for the Trust for 1997.

<PAGE>

PROPOSAL 3

APPROVAL OF A NEW INVESTMENT MANAGEMENT
AGREEMENT BETWEEN THE TRUST AND
SCUDDER KEMPER INVESTMENTS, INC.

(UNITHOLDERS OF LONG-INTERMEDIATE FIXED
INCOME PORTFOLIO, SHORT-INTERMEDIATE
FIXED INCOME PORTFOLIO AND SHORT-TERM
INCOME FUND ONLY, VOTING SEPARATELY)

Introduction

Scudder, 345 Park Avenue, New York, New York 10154,
acts as the investment adviser to each of the Income
Portfolios pursuant to an Investment Management Agreement
dated as of July 24, 1990 (the "Current Scudder Agreement").

On June 26, 1997, Scudder entered into a
Transaction Agreement (the "Transaction Agreement") with
Zurich Insurance Company ("Zurich") pursuant to which Scudder
and Zurich have agreed to form an alliance. Under the terms
of the Transaction Agreement, Zurich will acquire a majority
interest in Scudder, and Zurich Kemper Investments, Inc.
("ZKI"), a Zurich subsidiary, will become part of Scudder.
Scudder's name will be changed to Scudder Kemper Investments,
Inc. ("Scudder Kemper"). The foregoing are referred to as
the "Transactions." ZKI, a Chicago-based investment adviser
and the adviser to the Kemper funds, has approximately $80
billion under management. The headquarters of Scudder Kemper
will be in New York. Edmond D. Villani, Scudder's Chief
Executive Officer, will continue as Chief Executive Officer
of Scudder Kemper and will become a member of Zurich's
Corporate Executive Board.

Consummation of the Transactions would constitute
an "assignment," as that term is defined in the 1940 Act, of
the Current Scudder Agreement. As required by the 1940 Act,
the Current Scudder Agreement provides for its automatic
termination in the event of its assignment. In anticipation
of the Transactions, a new investment management agreement
(the "New Scudder Agreement") between the Trust and Scudder
Kemper is being proposed for approval by Unitholders of the
Income Portfolios.

Information Concerning the Transactions and Zurich

Under the Transaction Agreement, Zurich will pay
$866.7 million in cash to acquire two-thirds of Scudder's
outstanding shares and will contribute ZKI to Scudder for
additional shares, following which Zurich will have a 79.1%
fully diluted equity interest in the combined business.
Zurich will then transfer a 9.6% fully diluted equity
interest in Scudder Kemper to a defined contribution plan for
the benefit of Scudder and ZKI employees, as well as cash and
warrants on Zurich shares for award to Scudder employees, in
each case subject to five-year vesting schedules. After
giving effect to the Transactions, current Scudder
stockholders will have a 29.6% fully diluted equity interest
in Scudder Kemper and Zurich will have a 69.5% fully diluted
interest in Scudder Kemper. Scudder's name will be changed
to Scudder Kemper Investments, Inc.
<PAGE>
The purchase price for Scudder or for ZKI in the
Transactions is subject to adjustment based on the impact to
revenues of non-consenting clients, and will be reduced if
the annualized investment management fee revenues (excluding
the effect of market changes, but taking into account new
assets under management) from clients at the time of closing,
as a percentage of such revenues as of June 30, 1997 (the
"Revenue Run Rate Percentage"), is less than 90%.

At the closing, Zurich and the other stockholders
of Scudder Kemper will enter into a Second Amended and
Restated Security Holders Agreement (the "New SHA"). Under
the New SHA, Scudder stockholders will be entitled to
designate three of the seven members of the Scudder Kemper
board and two of the four members of an Executive Committee,
which will be the primary management-level committee of
Scudder Kemper. Zurich will be entitled to designate the
other four members of the Scudder Kemper board and the other
two members of the Executive Committee.

The names, addresses and principal occupations of
the initial Scudder-designated directors of Scudder Kemper
are as follows: Lynn S. Birdsong, 345 Park Avenue, New York,
New York, Managing Director of Scudder; Cornelia M. Small,
345 Park Avenue, New York, New York, Managing Director of
Scudder; and Edmond D. Villani, 345 Park Avenue, New York,
New York, President, Chief Executive Officer and Managing
Director of Scudder.

The names, addresses and principal occupations of
the initial Zurich-designated directors of Scudder Kemper are
as follows: Lawrence W. Cheng, Mythenquai 2, Zurich,
Switzerland, Chief Investment Officer for Investments and
Institutional Asset Management and the corporate functions of
Securities and Real Estate for Zurich; Steven M. Gluckstern,
Mythenquai 2, Zurich, Switzerland, responsible for
Reinsurance, Structured Finance, Capital Market Products and
Strategic Investments, and a member of the Corporate
Executive Board of Zurich; Rolf Hueppi, Mythenquai 2, Zurich,
Switzerland, Chairman of the Board and Chief Executive
Officer of Zurich; and Markus Rohrbasser, Mythenquai 2,
Zurich, Switzerland, Chief Financial Officer and member of
the Corporate Executive Board of Zurich.

The initial Scudder-designated Executive Committee
members of Scudder Kemper will be Messrs. Birdsong and
Villani (Chairman). The initial Zurich-designated Executive
Committee members will be Messrs. Cheng and Rohrbasser.

The New SHA requires the approval of a majority of
the Scudder-designated directors for certain decisions,
including changing the name of Scudder Kemper, effecting a
public offering before April 15, 2005, causing Scudder Kemper
to engage substantially in non-investment management and
related business, making material acquisitions or
divestitures, making material changes in Scudder Kemper's
capital structure, dissolving or liquidating Scudder Kemper,
or entering into certain affiliated transactions with Zurich.
The New SHA also provides for various put and call rights
with respect to Scudder Kemper stock held by current Scudder
employees, limitations on Zurich's ability to purchase other
asset management companies outside of Scudder Kemper, rights
of Zurich to repurchase Scudder Kemper stock upon termination
of employment of Scudder Kemper personnel, and registration
rights for stock held by continuing Scudder stockholders.
<PAGE>

The Transactions are subject to a number of
conditions, including approval by Scudder stockholders; the
Revenue Run Rate Percentages of Scudder and ZKI each being at
least 75%; Scudder and ZKI having obtained director and
stockholder approvals from U.S. registered funds representing
at least 90% of assets of such funds under management as of
June 30, 1997; the absence of any restraining order or
injunction preventing the Transactions, or any litigation
challenging the Transactions that is reasonably likely to
result in an injunction or invalidation of the Transactions;
and the continued accuracy of the representations and
warranties contained in the Transaction Agreement. The
Transactions are expected to close during the fourth quarter
of 1997.

Founded in 1872, Zurich is a multinational, public
corporation organized under the laws of Switzerland. Its
home office is located at Mythenquai 2, 8002 Zurich,
Switzerland. Historically, Zurich's earnings have resulted
from its operations as an insurer as well as from its
ownership of its subsidiaries and affiliated companies (the
"Zurich Insurance Group"). Zurich and the Zurich Insurance
Group provide an extensive range of insurance products and
services, and have branch offices and subsidiaries in more
than 40 countries throughout the world. The Zurich Insurance
Group is particularly strong in the insurance of
international companies and organizations. Over the past few
years, Zurich's global presence, particularly in the United
States, has been strengthened by means of selective
acquisitions.

The information set forth in this proxy statement
concerning the Transactions, Scudder Kemper and Scudder has
been provided to the Trust by Scudder, and the information
set forth in this proxy statement concerning Zurich and ZKI
has been provided to the Trust by Zurich.

Comparison of Existing and New Scudder Agreements

Scudder has served as the investment adviser for
the Income Portfolios since their inception. On April 24,
1997, the Current Scudder Agreement was continued for the
period ending April 1, 1998 by the affirmative vote of the
Supervisory Committee of the Trust, including a majority of
its members who were not parties to the Current Scudder
Agreement or Interested Persons of any such party, cast in
person at a meeting called for the purpose of voting on such
approval. The Current Scudder Agreement was last approved by
a Majority (as defined below) of the Unitholders of the
Income Portfolios on July 11, 1991, in accordance with the
Trust's undertaking to submit the Current Scudder Agreement
to Unitholders for their approval within one year of the
initial offering of the Income Portfolios.

The New Scudder Agreement is appended to this proxy
statement as Exhibit A, which has been marked to show changes
from the Current Scudder Agreement. The description of the
Existing and New Scudder Agreements set forth herein is
qualified in its entirety by the provisions of Exhibit A.
<PAGE>

Under the Current Scudder Agreement, Scudder
manages the investment and reinvestment of the assets of the
Income Portfolios, subject to the direction and control of
the Supervisory Committee. Scudder bears all expenses
incurred by it in connection with acting as investment
adviser to the Income Portfolios other than costs (including
taxes and brokerage commissions) of securities purchased for
the Income Portfolios, which are borne by the Income
Portfolios. Under the New Scudder Agreement, Scudder Kemper
will continue to provide all the services, and to bear all
the expenses, that have been provided and borne by Scudder
under the Current Scudder Agreement.

Under the Current Scudder Agreement, each of the
Income Portfolios pays Scudder a quarterly fee at the annual
rate of .50% of the average month-end assets of such Income
Portfolio. The Long-Intermediate Fixed Income Portfolio, the
Short-Intermediate Fixed Income Portfolio and the Short-Term
Income Fund paid Scudder fees totalling $24,145, $27,301 and
$12,632, respectively, in the year ended December 31, 1996.
The fee schedule under the New Scudder Agreement is identical
to the fee schedule under the Current Scudder Agreement.

The Current Scudder Agreement provides that Scudder
can receive research services from brokers executing
transactions for the Income Portfolios at commissions higher
than another broker might have charged; however, such higher
commissions may not be paid unless Scudder determines in good
faith that the amount paid is reasonable in relation to the
services received in terms of the particular transaction or
Scudder's overall responsibilities to the Income Portfolios.
The New Scudder Agreement will contain an identical
provision. Such research may benefit Scudder Kemper's
management of other clients as well as of the Income
Portfolios.

The Current Scudder Agreement provides that Scudder
will not be liable for any loss sustained by the Trust by
reason of the adoption of any investment policy by the
Supervisory Committee, except that this does not protect
Scudder against liability to the Trust or its Unitholders by
reason of willful misfeasance, bad faith or negligence in the
performance of its duties or by reason by reckless disregard
of its obligations and duties under the Current Scudder
Agreement. The New Scudder Agreement contains identical
provisions with respect to Scudder Kemper's liability to the
Trust and its Unitholders.

Under the 1940 Act, the Current Scudder Agreement
may be continued from year to year only so long as its
continuance is approved annually (a) by the vote of a
majority of the members of the Supervisory Committee who are
not parties to the Current Scudder Agreement or Interested
Persons of the Trust or Scudder, cast in person at a meeting
called for the purpose of voting on such approval
("Non-Interested Person Approval"), and (b) by the
Supervisory Committee or by the vote of a Majority (as
defined below) of the outstanding Units. The Current Scudder
Agreement is terminable without penalty, on 60 days' written
notice, by the vote of the majority of the members of the
<PAGE>
Supervisory Committee, by the vote of a Majority (as defined
below) of the outstanding Units, or by Scudder. The Current
Scudder Agreement terminates automatically in the event of
its assignment. The New Scudder Agreement contains
provisions with respect to continuance, termination and
assignment of the agreement that are identical to the
provisions of the Current Scudder Agreement, except that the
New Scudder Agreement clarifies that, as required by the 1940
Act, annual continuance of the New Scudder Agreement requires
Non-Interested Person Approval even in a year when such
continuance is approved by the Unitholders. The New Scudder
Agreement also contains certain non-material technical
corrections.

If approved by the Unitholders, the New Scudder
Agreement will become effective upon the later to occur of
Unitholder approval and the closing of the Transactions. The
New Scudder Agreement will continue in effect until April 1,
1999, and thereafter from year to year, subject to annual
approval in accordance with its terms.

Information Concerning Scudder

Scudder is one of the most experienced investment
counsel firms in the United States. It was established in
1919 as a partnership and was restructured as a Delaware
corporation in 1985. The principal source of Scudder's
income is professional fees received from providing
continuing investment advice. Scudder provides investment
counsel for many individuals and institutions, including
insurance companies, endowments, industrial corporations and
financial and banking organizations.

Scudder is a Delaware corporation. Daniel Pierce <F1>
is the Chairman of the Board of Scudder, Edmond D. Villani <F2>
is President and Chief Executive Officer of Scudder, and
Stephen R. Beckwith, <F2> Lynn S. Birdsong, <F2> Nicholas Bratt, <F2>
E. Michael Brown, <F1> Mark S. Casady, <F1> Linda C. Coughlin, <F1>
Margaret D. Hadzima, <F1> Jerard K. Hartman, <F2> Richard A. Holt, <F3>
John T. Packard, <F4> Kathryn L. Quirk, <F2> Cornelia M. Small <F2> and
Stephen A. Wohler <F1> 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.
All of the outstanding voting and nonvoting
securities of Scudder are held of record by Stephen R.
Beckwith, Juris Padegs <F2>, Daniel Pierce, and Edmond D. Villani
in their capacity as the representatives of the beneficial
owners of such securities (the "Representatives"), pursuant
to a Security Holders' Agreement among Scudder, the
beneficial owners of securities of Scudder and such
Representatives. Pursuant to the Security Holders'
Agreement, the Representatives have the right to reallocate
shares among the beneficial owners from time to time. Such
reallocations will be at net book value in cash transactions.
All Managing Directors of Scudder own voting and nonvoting
stock and all Principals of Scudder own nonvoting stock.
<PAGE>

[FN]
<F1>
Two International Place, Boston, Massachusetts.
<F2>
345 Park Avenue, New York, New York.
<F3>
Two Prudential Plaza, 180 North Stetson, Suite 5400, chicago, Illinois.
<F4>
101 California Street, San Francisco, California.

Directors, officers and employees of Scudder from
time to time may enter into transactions with various banks,
including the Trust's custodian bank. It is Scudder's
opinion that the terms and conditions of those transactions
will not be influenced by existing or potential custodial or
other Trust relationships.
<TABLE>
As of June 30, 1997, Scudder or an affiliate
managed in excess of $115 billion in assets for individuals,
funds and other organizations. The following are funds with
investments objectives similar to the Income Portfolios, for
whom the Investment Manager provided investment management:
<CAPTION>
Annual Assets <F1>
Fund Objective Management Fee (000 omitted)
<S> <C> <C> <C>
Money Market

Scudder U.S. Treasury Safety, liquidity, and stability of 0.50% of $ 398,597
Money Fund capital and, consistent therewith, net assets
current income.

Scudder Cash Investment Stability of capital while 0.50% to $1,430,624
Trust maintaining liquidity of capital $250 million
and providing current income 0.45% next
from money market securities. $250 million
0.40% next
$500 million
0.35%
thereafter <F2>

Scudder Money Market High level of current income 0.25% of $ 384,509 <F3>
Series consistent with preservation of net assets
capital and liquidity by investing
in a broad range of short-term
money market instruments.

Scudder Government High level of current income 0.25% of $ 36,795 <F3>
Money Market Series consistent with preservation of net assets
capital and liquidity by investing
exclusively in obligations issued
or guaranteed by the U.S.
Government or its agencies or
instrumentalities and in certain
repurchase agreements.
<PAGE>

Income

Scudder Short Term Bond High level of income consistent 0.60% to $1,468,171
Fund with a high degree of principal $500 million
stability through investments 0.50% next
primarily in high quality short- $500 million
term bonds. 0.45% next
$500 million
0.40% next
$500 million
0.375% next
$1 billion
0.35% thereafter

Scudder Income Fund A high level of income, consistent 0.65% to $ 578,520
with the prudent investment of $200 million
capital, through a flexible 0.60% next
investment program emphasizing $300 million
high-grade bonds. 0.55% thereafter

AARP High Quality Money Current income and liquidity, 0.35% to $ 412,126
Fund consistent with maintaining $2 billion
stability and safety of principal, 0.33% next
through investment in high $2 billion
quality securities. 0.30% next
$2 billion
0.28% next
$2 billion
0.26% next
$3 billion
0.25% next
$3 billion
0.24% thereafter
<FN>
<F1>
Assets are shown as of a fund's most recent fiscal year end
unless otherwise indicated.
<F2>
Subject to waivers and/or expense limitations.
<F3>
Assets as of July 31, 1997.
</FN>
</TABLE>

Evaluation of the New Scudder Agreement by the Supervisory
Committee

The Supervisory Committee met in person on
September 11, 1997 to consider the effect of the Transactions on
the Trust and the New Scudder Agreement. At the meeting, the
Supervisory Committee referred to, among other information, the
written materials provided by Scudder in connection with its
review of the Current Scudder Agreement on April 24, 1997. The
Supervisory Committee reviewed the additional written
information provided by Scudder regarding the Transactions,
Scudder Kemper, Zurich and ZKI, and discussed this information
with representatives of Scudder who were present at the meeting.
The Supervisory Committee also received a separate report from
its investment consultant, PaineWebber Incorporated
("PaineWebber").

<PAGE>
In the course of these discussions, Scudder advised
the Supervisory Committee that the Transactions are not expected
to have a material effect on the operations of the Income
Portfolios or on their Unitholders. No material change in
investment philosophy, policies or strategies is currently
envisioned. Neither the Transaction Agreement nor the New SHA,
by its terms, contemplates any changes, other than changes in
the ordinary course of business, in the management or operation
of Scudder relating to the Income Portfolios, the personnel
managing the Income Portfolios or other services provided to and
business activities of the Income Portfolios. The Transactions
also are not expected to result in material changes in the
senior management or personnel of Scudder. Certain senior
executives of Scudder, including Mr. Villani, have entered into
employment agreements, effective as of the closing of the
Transactions, with terms ranging from three to five years.
Based on the foregoing, Scudder informed the Supervisory
Committee that it does not anticipate that the Transactions will
cause a reduction in the quality of services provided to the
Income Portfolios, or have any adverse effect on Scudder's
ability to fulfill its obligations under the New Scudder
Agreement or on its ability to operate its businesses in a
manner consistent with its current practices.

The Supervisory Committee was further advised by
Scudder that, under the Transaction Agreement, Scudder and ZKI
have agreed that they will use their commercially reasonable
efforts to ensure the satisfaction of the conditions set forth
in Section 15(f) of the 1940 Act. Section 15(f) provides a non-
exclusive safe harbor for an investment adviser to an investment
company or any of the investment adviser's affiliated persons
(as defined under the 1940 Act) to receive any amount or benefit
in connection with a change in control of the investment adviser
so long as two conditions are met. First, for a period of three
years after the transaction, at least 75% of the board members
of the investment company must not be "interested persons" of
such investment adviser or its successor. The Supervisory
Committee is currently in compliance with this provision of
Section 15(f). Second, an "unfair burden" must not be imposed
upon the investment company as a result of such transaction or
any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden" is defined in
Section 15(f) to include any arrangement during the two-year
period after the transaction whereby the investment adviser, or
any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly,
from the investment company or its stockholders (other than fees
for bona fide investment advisory or other services) or from any
person in connection with the purchase or sale of securities or
other property to, from or on behalf of the investment company
(other than bona fide ordinary compensation as principal
underwriter for such investment company). No such compensation
agreements are contemplated in connection with the Transactions.
As outlined under "Solicitation" above, Scudder has undertaken
to pay certain of the costs of preparing and distributing proxy
materials to, and of holding the meeting of, the Trust's
Unitholders, as well as other fees and expenses in connection
with the Transactions, including the fees and expenses of legal
counsel to the Trust.
<PAGE>
In connection with its review of the Transactions and
the New Scudder Agreement, the Supervisory Committee took into
account a number of factors, including: the nature and quality
of past services rendered by Scudder, including the historical
performance of the Income Portfolios; the terms of the Current
Scudder Agreement and the New Scudder Agreement, including the
fees payable thereunder; the benefits accruing to Scudder as a
result of its affiliation with the Income Portfolios; assurances
from Scudder that there would be no material changes in the
investment strategies pursued for the Income Portfolios or in
the personnel providing services to the Income Portfolios; the
incentives for Scudder personnel to remain with Scudder Kemper;
the financial and other resources of Scudder Kemper following
the Transactions; the possible benefits of the Transactions to
the Income Portfolios; and the agreement by Scudder and Scudder
Kemper to pay the expenses incurred by the Trust in connection
with the Transactions. Of particular significance to the
Supervisory Committee was the expectation that the services to
be rendered by Scudder Kemper to the Income Portfolios, and the
expenses to be incurred by the Income Portfolios, would remain
substantially unchanged as a result of the Transactions.

Based upon its review, the Supervisory Committee,
including a majority of its members who were not Interested
Persons of Scudder, Scudder Kemper or the Trust, approved the
New Scudder Agreement and voted to recommend its approval by the
Unitholders.

Vote Required For Approval And Recommendation

Approval of the proposed New Scudder Agreement
requires the affirmative vote of a majority of the outstanding
Units of the Income Portfolios. In accordance with the 1940
Act, a majority of the outstanding Units ("Majority") means the
lesser of (1) 67% or more of the Units present at the meeting if
the owners of more than 50% of the Units outstanding as of the
Record Date are present in person or by proxy, or (2) more than
50% of the outstanding Units determined as of the Record Date.
Each Income Portfolio will vote separately on the New Scudder
Agreement.

If Proposal 3 receives the required approval of the
Unitholders of an Income Portfolio, and the Transactions are
consummated, the New Scudder Agreement will take effect as to
such Income Portfolio on the later of such approval or such
consummation. If Proposal 3 does not receive the required
approval of the Unitholders of an Income Portfolios and the
Transactions are consummated, the Current Scudder Agreement will
be terminated as to such Income Portfolio, effective on the date
of such consummation, and the Supervisory Committee will take
such action as it deems to be in the best interests of the Trust
and the Unitholders of such Income Portfolio. If, for any
reason, the Transactions are not consummated, the New Scudder
Agreement will not take effect and Scudder will continue to
serve as the investment adviser to the Income Portfolios under
the Current Scudder Agreement.

The Supervisory Committee recommends that
the Unitholders of the Income Portfolios
vote FOR Proposal 3.
<PAGE>

PROPOSAL 4A

APPROVAL OF A NEW INVESTMENT MANAGEMENT
AGREEMENT BETWEEN THE TRUST AND LAZARD

(UNITHOLDERS OF THE INTERNATIONAL VALUE
EQUITY PORTFOLIO ONLY)

Lazard Asset Management, a division of Lazard
Freres & Co. LLC ("Lazard"), 30 Rockefeller Plaza, New York, New
York 10112, is the investment adviser for the International
Value Equity Portfolio of the Trust (the "International
Portfolio"). Lazard has served as such since the inception of
the International Portfolio under the terms of an Investment
Management Agreement dated as of February 28, 1995 (the "Current
Lazard Agreement"). On April 24, 1997, the Current Lazard
Agreement was continued for the period ending April 1, 1998 by
the affirmative vote of the Supervisory Committee of the Trust,
including a majority of its members who were not parties to the
Current Lazard Agreement or Interested Persons of any such
party, cast in person at a meeting called for the purpose of
voting on such approval. The Trust has no record of any formal
approval of the Current Lazard Agreement by Unitholders. The
purpose of this Proposal is to obtain such approval and to make
certain changes to the Current Lazard Agreement.

Comparison of Current and New Lazard Agreements

The form of new agreement with Lazard (the "New Lazard
Agreement") is appended to this proxy statement as Exhibit B,
which has been marked to show changes from the Current Lazard
Agreement. The description of the Existing and New Lazard
Agreements set forth herein is qualified in its entirety by the
provisions of Exhibit B.

Under the Current Lazard Agreement, Lazard manages the
investment and reinvestment of the assets of the International
Portfolio, subject to the direction and control of the
Supervisory Committee. Lazard bears all expenses incurred by it
in connection with acting as investment adviser to the
International Portfolio other than costs (including taxes and
brokerage commissions) of securities purchased for the
International Portfolio, which are borne by the International
Portfolio. Under the New Lazard Agreement, Lazard will continue
to provide all the services, and to bear all the expenses, that
have been provided and borne by Lazard under the Current Lazard
Agreement.

Under the Current Lazard Agreement, the International
Portfolio pays Lazard a quarterly fee at the annual rate of
1.00% of the first $1 million of the average month-end assets of
the International Portfolio and .75% on the balance. The
International Portfolio paid Lazard fees totalling $9,537 in the
year ended December 31, 1996. The fee schedule under the New
Lazard Agreement is identical to the fee schedule under the
Current Lazard Agreement.
<PAGE>

The Current Lazard Agreement provides that Lazard can
receive research services from brokers executing transactions
for the International Portfolio at commissions higher than
another broker might have charged; however, such higher
commissions may not be paid unless Lazard determines in good
faith that the amount paid is reasonable in relation to the
services received in terms of the particular transaction or
Lazard's overall responsibilities to the International
Portfolio. The New Lazard Agreement contains an identical
provision. Such research may benefit Lazard's management of
other clients as well as of the International Portfolio. The
Trust has directed Lazard to have all of the International
Portfolio's transactions in registered American Depositary
Receipts executed through PaineWebber at commissions not greater
than $.06 per share and subject to a minimum of $75 per trade.
These commissions are credited, at a rate of 50%, against fees
charged by PaineWebber for certain investment consulting
services it provides to the Trust. PaineWebber also furnishes
research services to Lazard. In the year ended December 31,
1996, the International Portfolio paid $2,011 in commissions to
PaineWebber, which represented 90% of the commissions paid by
the International Portfolio in such year. For its other
clients, Lazard places trades through a variety of brokers,
including PaineWebber.

The Current Lazard Agreement provides that Lazard will
not be liable for any loss sustained by the Trust by reason of
the adoption of any investment policy by the Supervisory
Committee, except that this does not protect Lazard against
liability to the Trust or its Unitholders by reason of willful
misfeasance, bad faith or negligence in the performance of its
duties or by reason of reckless disregard of its obligations and
duties under the Current Lazard Agreement. The New Lazard
Agreement contains identical provisions with respect to Lazard's
liability to the Trust and its Unitholders.

Under the 1940 Act, the Current Lazard Agreement may
be continued from year to year only so long as its continuance
is approved annually (a) by the vote of a majority of the
members of the Supervisory Committee who are not parties to the
Current Lazard Agreement or Interested Persons of the Trust or
Lazard, cast in person at a meeting called for the purpose of
voting on such approval ("Non-Interested Person Approval"), and
(b) by the Supervisory Committee or by the vote of a Majority of
the outstanding Units. The Current Lazard Agreement is
terminable without penalty, on 60 days' written notice, by the
vote of the majority of the members of the Supervisory
Committee, by the vote of a Majority of the outstanding Units,
or by Lazard. The Current Lazard Agreement terminates
automatically in the event of its assignment. The New Lazard
Agreement contains provisions with respect to continuance,
termination and assignment of the agreement that are identical
to the provisions of the Current Lazard Agreement, except that
the New Lazard Agreement clarifies that, as required by the 1940
Act, annual continuance of the New Lazard Agreement requires
Non-Interested Person Approval even in a year when such
continuance is approved by the Unitholders. The New Lazard
Agreement also contains certain non-material technical
corrections.
<PAGE>

The New Lazard Agreement will become effective
immediately upon its approval by the Unitholders. The New
Lazard Agreement will continue in effect until April 1, 1999,
and thereafter from year to year, subject to annual approval in
accordance with its terms.

Information Concerning Lazard
<TABLE>
Lazard commenced business as an investment adviser in 1848
and managed in excess of $50 billion in investments as of
June 30, 1997. Lazard acts as an investment adviser or
subadviser to the following registered investment companies, or
portfolios thereof, having a similar investment objective to
that of the International Portfolio:
<CAPTION>
Annual Assets <F1>
Portfolio Management Fee (000 omitted)
<S> <C> <C>
Lazard International Equity 0.75% of $ 2,085,392
Portfolio net assets <F2>

Lazard International Small 0.75% of $ 146,565
Cap Portfolio net assets <F2>

Lazard Emerging Markets 1.00% of $ 279,728
Portfolio net assets <F2>

Lazard Global Equity 0.75% of $ 12,513
Portfolio net assets <F2>

Fortis International Stock 0.45% to $ 69,693
Portfolio $100 million;
0.375%
thereafter

Manager's International 0.50% of $ 174,002
Equity Portfolio net assets

Target International Equity 0.40% of $ 255,299
Portfolio net assets

Travelers' Series Trust-- 0.475% of $ 7,274
Lazard International Stock net assets
Portfolio
<FN>
<F1>
Assets are shown as of June 30, 1997.
<F2>
For the six months ended June 30, 1997, Lazard reduced its compensation
as follows:
Portfolio Fee Waived Expenses Reimbursed

Lazard International Equity $ 5,301 (.0003%) -
Portfolio
Lazard International Small $ 4,640 (.0032%) -
Cap Portfolio
Lazard Emerging Markets $ 4,679 (.0017%) -
Portfolio
Lazard Global Equity $39,568 (.32%) $55,053 (.44%)
Portfolio
</FN>
</TABLE>
<PAGE>
<TABLE>
The following table sets forth the name, address and
principal occupation of the principal executive officer of
Lazard, the General Members comprising the Management Committee
of Lazard, the General Members of Lazard with significant
management responsibilities relating to the International
Portfolio, and the General Members with the five largest
economic interests in Lazard:
<CAPTION>
Principal
Name and Address <F1> Position Occupation
<S> <C> <C>
Michel A. David-Weill Chairman and Chief Same
Executive Officer; Member
of Management
Committee; General
Member

Steven L. Rattner Deputy Chief Executive; Same
Member of Management
Committee; General
Member

Norman Eig Vice Chairman; Member Same
of Management
Committee; General
Member

Herbert W. Gullquist Vice Chairman; Member Same
of Management
Committee; General
Member

Damon Mezzacappa Vice Chairman; Member Same
of Management
Committee; General
Member

Kendrick R. Wilson, III Vice Chairman; Member Same
of Management
Committee; General
Member

Steven J. Golub Chief Financial Officer; Same
Member of Management
Committee; General
Member

Melvin Heineman Chief Administrative
Officer and Legal Counsel; Same
Member of Management
Committee; General
Member

John R. Reinsberg Managing Director Same
responsible for
International/Global
Investments; General
Member

Lazard Partners L.P. General Member --

Lazard Groupement d'Interet General Member --
Economique
<PAGE>
<FN>
<F1>
Unless otherwise indicated, all at 30 Rockefeller Plaza, New York, NY 10112.
</FN>
</TABLE>
By virtue of their positions with Lazard and/or direct
or indirect ownership of General Member interests, each of
Michael A. David-Weill and Lazard Partners L.P. may be deemed to
be a "parent" of Lazard within the meaning of the proxy rules.

The information set forth in this proxy statement
concerning Lazard has been provided to the Trust by Lazard.

Evaluation of the New Lazard Agreement by the Supervisory
Committee

The Supervisory Committee met on September 11, 1997 to
consider the New Lazard Agreement. At the meeting, the
Supervisory Committee referred to, among other information, the
written materials provided by Lazard in connection with its
review of the Current Lazard Agreement on April 24, 1997, as
well as certain updated materials from Lazard. The Supervisory
Committee also received a separate report from its investment
consultant, PaineWebber. For a description of certain
relationships between Lazard and PaineWebber, see "Comparison of
Existing and New Lazard Agreements" above.

In connection with its review of the New Lazard
Agreement, the Supervisory Committee took into account a number
of factors, including: the nature and quality of past services
rendered by Lazard, including the historic performance of the
International Portfolio; the terms of the Current Lazard
Agreement and the New Lazard Agreement, including the fees
payable thereunder; and the benefits accruing to Lazard as a
result of its affiliation with the International Portfolio,
including research services received in return for International
Portfolio brokerage. Of particular significance to the
Supervisory Committee was the fact that the terms of the New
Lazard Agreement would remain substantially unchanged.

Based upon its review, the Supervisory Committee,
including a majority of its members who were not Interested
Persons of Lazard or the Trust, approved the New Lazard
Agreement and voted to recommend its approval by the
Unitholders.

Vote Required for Approval and Recommendation

Approval of the proposed New Lazard Agreement requires
the affirmative vote of a Majority of the outstanding Units of
the International Portfolio. If Proposal 4A does not receive the
required approval of the Unitholders, the Supervisory Committee
will take such action as it deems to be in the best interests of
the Trust and the Unitholders.

The Supervisory Committee recommends that the
Unitholders of the International Portfolio
vote FOR Proposal 4A.
<PAGE>
PROPOSAL 4B

APPROVAL AND RATIFICATION OF THE CURRENT INVESTMENT
MANAGEMENT AGREEMENT BETWEEN THE TRUST AND LAZARD

(UNITHOLDERS OF THE INTERNATIONAL VALUE
EQUITY PORTFOLIO ONLY)

As noted under Proposal 4A above, the Trust has no record
of any formal Unitholder approval of the Current Lazard Agreement.
Under Section 15(a) of the 1940 Act, it is unlawful for any person to
act as the investment adviser of a registered investment company, such
as the Trust, except pursuant to a written contract that has been
approved by the vote of a majority of the outstanding voting securities.
The purpose of this Proposal is to approve and ratify the Current Lazard
Agreement, including the provision by Lazard of investment advisory
services to the International Portfolio, and the payment to Lazard of
investment advisory fees for such services, since the inception of the
International Portfolio.

The Current Lazard Agreement was initially approved by the
Supervisory Committee of the Trust on January 19, 1995. From the
inception of the International Portfolio on December 1, 1995, through
August 31, 1997, the International Portfolio has paid $12,912.85 to
Lazard for services rendered under the Current Lazard Agreement. As
outlined in more detail under Proposal 4A above, the terms of the
Current Lazard Agreement are substantially the same as those of the
New Lazard Agreement. The complete text of the Current Lazard Agreement
can be referenced by adding all materials stricken, and deleting all
materials underlined, on Exhibit B of this Proxy Statement. The Current
Lazard Agreement, once ratified, will terminate immediately upon the
approval by Unitholders of the New Lazard Agreement. Additional
information concerning Lazard, the Current Lazard Agreement and the New
Lazard Agreement is contained under Proposal 4A.

Vote Required for Approval and Ratification

Approval and ratification of the Current Lazard Agreement,
including the provision by Lazard of investment advisory services to
the International Portfolio, and the payment to Lazard of investment
advisory fees for such services, since the inception of the International
Portfolio, requires the affirmative vote of a Majority of the outstanding
Units of the International Portfolio. If Proposal 4B does not receive
the required vote of the Unitholders, the Supervisory Committee will take
such action as it deems to be in the best interests of the Trust and
the Unitholders.

<PAGE>

UNITHOLDER PROPOSALS

The Trust is not required and does not intend to hold
annual meetings of Unitholders. The next meeting of Unitholders
will be held at such time as may be determined by the
Supervisory Committee or legally required. Any Unitholder
desiring to present a proposal for consideration at the next
meeting of Unitholders must submit the proposal in writing so
that it is received by the Trust within a reasonable time before
the solicitation for such meeting is made and must satisfy all
other legal requirements.
OTHER BUSINESS

As of the date of this proxy statement, management of
the Trust knows of no business other than as set forth in the
Notice of Special Meeting to come before the meeting. If any
other business is properly brought before the meeting, or any
adjournment thereof, all proxies will be voted in accordance
with the best judgment of the proxyholders as to such business.
<PAGE>
EXHIBIT A

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT dated as of [later of Unitholder approval and
Transaction closing], between the Alameda-Contra Costa Medical
Association Collective Investment Trust for Retirement Plans
(the "Trust") and Scudder Kemper Investments, Inc., as an
investment manager ("Investment Manager") to manage the Long-
Intermediate Fixed Income Portfolio, the Short-Intermediate
Fixed Income Portfolio, and the Short-Term Income Fund (the
"Portfolios").

RECITALS

The Trust has been established to provide a satisfactory
diversification of investments for various Participating Trusts
which are IRAs that are exempt under Section 408(e) of the
Internal Revenue Code of 1986, as amended (the "Code"), and that
are maintained in conformity with Section 408(a) of the Code, or
trusts described in Section 401(a) of the Code that are exempt
from taxation under Section 501(a) of the Code and form parts of
stock bonus, pension or profit sharing plans;

The Trust is registered with the Securities and Exchange
Commission (the "Commission") as an open-end diversified
management investment company under the Investment Company Act;

The Supervisory Committee of the Trust appointed Wells Fargo
Bank, N.A. as Custodial Trustee of the Trust, to have custody of
the assets of each Portfolio; and

The Supervisory Committee desires Investment Manager, as an
investment manager of the Trust, to manage the investment of the
assets of the Portfolios, and the Investment Manager is willing
to render such services;

NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, the parties hereto hereby agree as follows:

Section 1. Defined Terms. Unless otherwise defined in this
Agreement, capitalized terms used in this Agreement have the
meanings defined in the Declaration of Trust, dated February 9,
1990, establishing the Trust (the "Declaration of Trust").

Section 2. Agreement to Act as Investment Manager, Etc.

(a) Subject to the direction and control of the
Supervisory Committee of the Trust, the Investment Manager will
manage the investment and reinvestment of the assets of the
Portfolios as follows:

(i) The Investment Manager will maintain a
continuous investment program for the
Portfolios;

(ii) The Investment Manager will determine what
securities shall be purchased or sold by the
Portfolios;
<PAGE>

(iii) The Investment Manager will arrange for the
purchase and sale of securities held in the
Portfolios by placing orders pursuant to its
determinations either directly with the
issuer or with any broker or dealer who
deals in the securities in which the Trust
is active;

(iv) The Investment Manager will determine what
portion, if any, of the Portfolios shall be
held uninvested; and

(v) In connection with the foregoing, the
Investment Manager shall be entitled to
exercise each and every of the powers with
respect to the Portfolios set forth herein
and in the Trust's Registration Statement
filed with the Commission.

(b) Any investment program maintained by the
Investment Manager under this Agreement shall at all times
conform to, and be in accordance with any requirements imposed
by: (i) the provisions of the Investment Company Act,
Investment Advisers Act, Employee Retirement and Income Security
Act of 1974, any rules or regulations in force thereunder, and
all other applicable federal and state laws; (ii) the provisions
of the Declaration of Trust and the Rules and Procedures of the
Supervisory Committee as in effect from time to time; (iii) any
policies and determinations of the Supervisory Committee of the
Trust as in effect from time to time; and (iv) the investment
objectives and policies of the Trust and the Portfolios, as
reflected in the Trust's Registration Statement that is filed
with the Commission. The Investment Manager shall invest the
assets of the Portfolios in the manner provided above and shall
diversify the Portfolios as contemplated by the Registration
Statement.

(c) The Investment Manager shall give the Trust the
benefit of its best judgment and effort in rendering services
hereunder, but the Investment Manager shall not be liable for
any loss sustained by reason of the adoption of any investment
policy by the Supervisory Committee. Nothing herein contained
shall, however, be construed to protect the Investment Manager
against any liability to the Trust or the holders of Units
issued by the Trust by reason of willful misfeasance, bad faith
or negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties under this
Agreement.

(d) On occasions when the Investment Manager deems
the purchase, sale, or loan of a security to be in the best
interest of the Trust as well as other customers, the Investment
Manager, to the extent permitted by applicable law, may
aggregate the securities to be so purchased, sold or loaned in
order to obtain the best execution or lower brokerage
commissions, if any. In such event, allocation of the
securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Investment
Manager in the manner it considers to be the most equitable and
consistent with its obligations to the Trust and to such other
customers.
<PAGE>

(e) The Investment Manager may cause the Portfolios
to pay a broker which provides brokerage and research services
to the Investment Manager a commission for effecting a
securities transaction in excess of the amount another broker
might have charged. Such higher commissions may not be paid
unless the Investment Manager determines in good faith that the
amount paid is reasonable in relation to the services received
in terms of the particular transaction or the Investment
Manager's overall responsibilities to the Portfolios.

(f) The Investment Manager shall maintain books and
records with respect to the securities transactions of the
Portfolios and shall render to the Supervisory Committee such
periodic and special reports as the Supervisory Committee may
reasonably request. The Investment Manager shall assist in the
preparation of reports to Participating Trusts, to the
Commission, and in all audits of the Trust.

(g) The Supervisory Committee shall direct the
Custodial Trustee to keep safely in one or more separate
accounts in the name of the Trust all cash and securities of the
Trust delivered to the Custodial Trustee by the Investment
Manager. All securities held for the Trust that are issued in
bearer form may be held by the Custodial Trustee or its agent in
that form or in registered form. All securities held for the
Trust other than in bearer form shall be registered in the name
of any duly appointed and registered nominee of the Custodial
Trustee. The Custodial Trustee shall pay for and receive all
securities purchased for the Trust. The Custodial Trustee shall
make delivery of securities sold by the Trust only upon payment.
In connection with any conversion of securities pursuant to
their terms, reorganization, recapitalization, redemption in
kind, consolidation, merger, change of par value or similar
conversion or upon the exercise of subscription, purchase or
other similar rights represented by securities, the Custodial
Trustee shall exchange securities for other securities or for
other securities and cash. The Custodial Trustee shall also
collect all income and other payments due with respect to all
securities of the Trust and shall present for payment when due
all such securities.

Section 3. Allocation of Expenses and Compensation of the
Investment Manager.

(a) The Investment Manager shall pay all expenses
incurred by it in connection with acting as investment adviser,
other than costs (including taxes and brokerage commissions) of
securities purchased for the Trust. Expenses incurred by the
Investment Manager include the costs of statistical and research
data, other accounting services, rendering periodic and special
reports to the Supervisory Committee and other costs associated
with providing investment research and portfolio management.

(b) The Trust agrees to pay the Investment Manager
and the Investment Manager agrees to accept as full compensation
for all services rendered by the Investment Manager as such, a
fee for its services for each Portfolio established under
Section 4.1 of the Declaration of Trust at an annual rate of
0.5% of the aggregate fair market value of the assets of such
Portfolio. For purposes of this Agreement, the fair market
value of the assets of the Portfolio shall be determined on each
Valuation Date. Payments of the Investment Manager's fee shall
be made quarterly on the relevant Valuation Date.

<PAGE>

Section 4. Duration, Termination and Amendment.

(a) This Agreement shall become effective as to the
Portfolios as of the date first set forth above . This
Agreement shall remain in effect until April 1, 1999, and from
year to year thereafter, but only so long as such continuance is
approved at least annually (i) by the vote of a majority of the
members of the Supervisory Committee who are not parties to this
Agreement or "interested persons" of any such party as that term
is used in the Investment Company Act and (ii) by the
Supervisory Committee or by the vote of a "majority" of the
outstanding Units of the Portfolio as that term is used in the
Investment Company Act. This Agreement may be terminated, on 60
days prior written notice, as to any Portfolio at any time
without the payment of any penalty, by the vote of a majority of
the members of the Supervisory Committee, by the vote of a
majority of the outstanding Units of such Portfolio, or by the
Investment Manager. This Agreement shall automatically and
immediately terminate in its entirety in the event of the
assignment of this Agreement within the meaning of Section
15(a)(4) of the Investment Company Act.

(b) No provision of this Agreement may be changed,
waived, discharged or terminated as to any Portfolio orally, but
only by an instrument in writing signed by the Trust and the
Investment Manager and no amendment of this Agreement shall be
effective until approved by the vote of a majority of the
members of the Supervisory Committee who are not parties to this
Agreement or "interested persons" of any such party as that term
is used in the Investment Company Act, cast in person at a
meeting called for the purpose of voting on such amendment, and,
if required by the Investment Company Act, the vote of a
majority of the outstanding Units of the Portfolio.

Section 5. Quarterly Reports. The Investment Manager will
prepare and furnish to the Supervisory Committee, at least
quarterly, written reports evaluating, analyzing, and approving
the Portfolio.

Section 6. Acknowledgement of Fiduciary. The Investment
Manager acknowledges that it is a fiduciary to the extent the
Investment Manager exercises control over assets of such trust
of each Qualified Plan of which a Participating Trust is a part.

Section 7. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the
State of California.

IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized
officers, all as of the day and year first above written.

ALAMEDA-CONTRA COSTA MEDICAL
ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS

By
Chairman, Supervisory Committee

SCUDDER KEMPER INVESTMENTS, INC.

By
Its
<PAGE>

EXHIBIT B

INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT dated as of [date of Unitholder approval],
between the Alameda-Contra Costa Medical Association Collective
Investment Trust for Retirement Plans (the "Trust") and Lazard
Asset Management Division of Lazard Freres & Co. LLC as
an investment manager ("Investment Manager") to manage the
International Value Equity Portfolio (the "Portfolio").

RECITALS

The Trust has been established to provide a satis-
factory diversification of investments for various Participating
Trusts which are IRAs that are exempt under Section 408(e) of
the Internal Revenue Code of 1986, as amended (the "Code"), and
that are maintained in conformity with Section 408(a) of the
Code, or trusts described in Section 401(a) of the Code that are
exempt from taxation under Section 501(a) of the Code and form
part of stock bonus, pension or profit sharing plans;

The Trust is registered with the Securities and
Exchange Commission (the "Commission") as an open-end
diversified management investment company under the Investment
Company Act of 1940, as amended (the "Investment Company Act");

The Supervisory Committee of the Trust appointed Wells
Fargo Bank, N.A. as Custodial Trustee of the Trust, to have
custody of the assets of each Portfolio; and

The Supervisory Committee desires Investment Manager,
as an investment manager of the Trust, to manage the investment
of the assets of the Portfolio, and the Investment Manager is
willing to render such services;

NOW THEREFORE, in consideration of the mutual
covenants and agreements herein, the parties hereto hereby agree
as follows:

Section 1. Defined Terms. Unless otherwise defined
in this Agreement, capitalized terms used in this Agreement have
the meanings defined in the Declaration of Trust, dated
February 9, 1990, establishing the Trust (the "Declaration of
Trust").

Section 2. Agreement to Act as Investment Manager,
Etc.

(a) Subject to the direction and control of the
Supervisory Committee of the Trust, the Investment Manager will
manage the investment and reinvestment of the assets of the
Portfolio as follows:

(i) The Investment Manager will maintain a
continuous investment program for the
Portfolio;

(ii) The Investment Manager will determine
what securities shall be purchased or
sold by the Portfolio;
<PAGE>

(iii) The Investment Manager will arrange for
the purchase and sale of securities
held in the Portfolio by placing
orders, pursuant to its determinations
either directly with the issuer or with
any broker or dealer who deals in the
securities in which the Trust is
active;

(iv) The Investment Manager will determine
what portion, if any, of the Portfolio
shall be held uninvested; and

(v) In connection with the foregoing, the
Investment Manager shall be entitled to
exercise each and every of the powers
with respect to the Portfolio set forth
herein and in the Trust's Registration
Statement filed with the Commission.

(b) Any investment program maintained by the
Investment Manager under this Agreement shall at all times
conform to, and be in accordance with any requirements imposed
by: (i) the provisions of the Investment Company Act,
Investment Advisers Act of 1940, as amended, any rules or
regulations in force thereunder, and all other applicable
federal and state laws; (ii) the provisions of the Declaration
of Trust and the Rules and Procedures of the Supervisory
Committee as in effect from time to time; (iii) any policies and
determinations of the Supervisory Committee of the Trust as in
effect from time to time; and (iv) the investment objectives and
policies of the Trust and the Portfolio, as reflected in the
Trust's Registration Statement that is filed with the
Commission. The Investment Manager shall invest the assets of
the Portfolio in the manner provided above and shall diversify
the Portfolio as contemplated by the Registration Statement.

(c) The Investment Manager shall give the Trust
the benefit of its best judgment and effort in rendering
services hereunder, but the Investment Manager shall not be
liable for any loss sustained by reason of the adoption of any
investment policy by the Supervisory Committee. Nothing herein
contained shall, however, be construed to protect the Investment
Manager against any liability to the Trust or the holders of
Units issued by the Trust by reason of willful misfeasance, bad
faith or negligence in the performance of its duties, or by
reason of its reckless disregard of its obligations and duties
under this Agreement.

(d) On occasions when the Investment Manager
deems the purchase, sale, or loan of a security to be in the
best interest of the Trust as well as other customers, the
Investment Manager, to the extent permitted by applicable law,
may aggregate the securities to be so purchased, sold or loaned
in order to obtain the best execution or lower brokerage
commissions, if any. In such event, allocation of the
securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Investment
Manager in the manner it considers to be the most equitable and
consistent with its obligation to the Trust and to such other
customers.
<PAGE>

(e) The Investment Manager may cause the
Portfolio to pay a broker which provides brokerage and research
services to the Investment Manager a commission for effecting a
securities transaction in excess of the amount another broker
might have charged. Such higher commissions may not be paid
unless the Investment Manager determines in good faith that the
amount paid is reasonable in relation to the services received
in terms of the particular transaction or the Investment
Manager's overall responsibilities to the Portfolio.

(f) The Investment Manager shall maintain books
and records with respect to the securities transactions of the
Portfolio and shall render to the Supervisory Committee such
periodic and special reports as the Supervisory Committee may
reasonably request. The Investment Manager shall assist in the
preparation of reports to Participating Trusts, to the
Commission, and in all audits of the Trust.

(g) The Supervisory Committee shall direct the
Custodial Trustee to keep safely in one or more separate
accounts in the name of the Trust all cash and securities of the
Trust delivered to the Custodial Trustee by the Investment
Manager. All securities held for the Trust that are issued in
bearer form may be held by the Custodial Trustee or its agent in
that form or in registered form. All securities held for the
Trust other than in bearer form shall be registered in the name
of any duly appointed and registered nominee of the Custodial
Trustee. The Custodial Trustee shall pay for and receive all
securities purchased for the Trust. The Custodial Trustee shall
make delivery of securities sold by the Trust only upon payment.
In connection with any conversion of securities pursuant to
their terms, reorganization, recapitalization, redemption in
kind, consolidation, merger, change of par value or similar
conversion or upon the exercise of the subscription, purchase or
other similar rights represented by securities, the Custodial
Trustee shall exchange securities for other securities or for
other securities and cash. The Custodial Trustee shall also
collect all income and other payments due with respect to all
securities of the Trust and shall present for payment when due
all such securities.

Section 3. Allocation of Expenses and Compensation of
the Investment Manager.

(a) The Investment Manager shall pay all
expenses incurred by it in connection with acting as investment
adviser, other than costs (including taxes and brokerage
commissions) of securities purchased for the Trust. Expenses
incurred by the Investment Manager include the costs of
statistical and research data, other accounting services,
rendering periodic and special reports to the Supervisory
Committee and other costs associated with providing investment
research and portfolio management.

(b) The Trust agrees to pay the Investment
Manager and the Investment Manager agrees to accept as full
compensation for all services rendered by the Investment Manager
as such, a fee for its services for the Portfolio established
under Section 4.1 of the Declaration of Trust at an annual rate
of 1% of the first $1 million of the aggregate fair market value
of the assets of such Portfolio as determined on each Valuation
Date, and 75 basis points on the balance. Payments of the
Investment Manager's fee shall be made quarterly on the relevant
Valuation Date.
<PAGE>

Section 4. Duration, Termination and Amendment.

(a) This Agreement shall become effective as to
the Portfolio as of the date first set forth above. This
Agreement shall remain in effect until April 1, 1999, and from
year to year thereafter, but only so long as such continuance is
approved at least annually (i) by the vote of a majority of the
members of the Supervisory Committee who are not parties to this
Agreement or "interested persons" of any such party as that term
is used in the Investment Company Act and (ii) by the
Supervisory Committee or by the vote of a "majority" of the
outstanding Units of the Portfolio as that term is used in the
Investment Company Act. This Agreement may be terminated, on 60
days prior written notice, as to any Portfolio at any time
without the payment of any penalty by the vote of a majority of
the members of the Supervisory Committee, by the vote of a
majority of the outstanding Units of such Portfolio, or by the
Investment Manager. This Agreement shall automatically and
immediately terminate in its entirety in the event of the
assignment of this Agreement within the meaning of Section
15(a)(4) of the Investment Company Act.

(b) No provision of this Agreement may be
changed, waived, discharged or terminated as to the Portfolio
orally, but only by an instrument in writing signed by the Trust
and the Investment Manager and no amendment of this Agreement
shall be effective until approved by the vote of a majority of
the members of the Supervisory Committee who are not parties to
this Agreement or "interested persons" of any such party as that
term is used in the Investment Company Act, cast in person at a
meeting called for the purpose of voting on such amendment, and,
if required by the Investment Company Act, the vote of a
majority of the outstanding Units of the Portfolio.

Section 5. Quarterly Reports. The Investment Manager
will prepare and furnish to the Supervisory Committee, at least
quarterly, written reports evaluating, analyzing, and approving
the Portfolio.

Section 6. Change In Membership. The Investment
Manager shall notify the Supervisory Committee of any change in
its membership within a reasonable time after such change.

Section 7. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the
State of California.

Section 8. Non-Exclusive Management. The Trust
understands that the Investment Manager and its affiliates may
furnish and may continue to furnish investment management and
advisory services to others, and that the Investment Manager and
its affiliates shall be at all times free, in their discretion,
to make recommendations to, and investments for, others which
may or may not have an interest in the securities whose purchase
and sale the Investment Manager effects for the Portfolio.
Actions taken by the Investment Manager on behalf of the
Portfolio may be the same as, or different from, actions taken
by the Investment Manager on its own behalf or for others and
actions taken by the Investment Manager's affiliates, officers,
directors, partners, employees of the Investment Manager or its
affiliates, the family members of such persons or other
investors.
<PAGE>

Section 9. Conflict of Interest. The Trust agrees
that the Investment Manager may refrain from providing any
advice or services concerning securities of companies of which
any officers, directors, partners or employees of the Investment
Manager or any of the Investment Manager's affiliates are
officers or directors, or of companies for which the Investment
Manager or any of the Investment Manager's affiliates act as
financial adviser, investment manager or in any capacity that
the Investment Manager deems confidential, unless the Investment
Manager determines in its sole discretion that it may
appropriately do so. The Trust appreciates that, for good
commercial and legal reasons, material nonpublic information
which becomes available to affiliates of the Investment Manager
through these relationships cannot be passed on to the
Investment Manager or the Trust.

IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized
officers, all as of the day and year first above written.

ALAMEDA-CONTRA COSTA MEDICAL
ASSOCIATION COLLECTIVE INVESTMENT
TRUST FOR RETIREMENT PLANS

By
Chairman, Supervisory Committee

LAZARD FRERES & CO. LLC

By
Its
<PAGE>
ALAMEDA-CONTRA COSTA MEDICAL ASSOCIATION
COLLECTIVE INVESTMENT TRUST FOR RETIREMENT PLANS

PROXY

I, a holder of Units of the Alameda-Contra Costa
Medical Association Collective Investment Trust for Retirement
Plans (the "Trust"), revoke any previous proxies and appoint
William N. Guertin and L. Richard Mello, and each of them, with
full power of substitution, as my proxies to attend the meeting
of the Unitholders to be held on October 30, 1997 at
12:00 p.m., at the offices of the Alameda-Contra Costa Medical
Association, at 6230 Claremont Avenue, Oakland, California, and
any adjournment thereof, and to vote and otherwise represent my
Units in the same manner and with the same effect as if I were
personally present.

This proxy will be voted as directed. In the absence
of directions, this proxy will be voted FOR the nominees named
in Proposal 1 and FOR Proposals 2, 3, 4A and 4B.

ALL UNITHOLDERS:

1. Election of the following nominees as members of the
Supervisory Committee:

Robert E. Gwynn, M.D. Albert K. Greenberg, M.D.
William N. Guertin Robert R. Haumeder, M.D.
L. Richard Mello Richard Marchick, M.D.
Michael Cohen, M.D. Mary Alice Murphy, M.D.
Klaus R. Dehlinger, M.D. Gary S. Nye, M.D.
Bruce M. Fisher, M.D. Robert J. Oakes, M.D.
William R. Forsythe, M.D. Richard Rihn, M.D.

FOR ALL NOMINEES
WITHHELD FROM ALL NOMINEES
FOR ALL NOMINEES, EXCEPT AS NOTED BELOW:
_____________________________________________________

2. Ratification of the selection of Coopers & Lybrand as
the Trust's independent auditors for 1997.

FOR __ AGAINST __ ABSTAIN __

Name:
Unit Value: $

<PAGE>
PLEASE VOTE ON ONLY THOSE MATTERS BELOW FOR WHICH YOU
HOLD UNITS:

3. Approval of a new investment management agreement
between the Trust and Scudder Kemper Investments, Inc.

LONG-INTERMEDIATE FIXED INCOME PORTFOLIO ONLY:

FOR __ AGAINST __ ABSTAIN __

Units:

SHORT-INTERMEDIATE FIXED INCOME PORTFOLIO ONLY:

FOR AGAINST ABSTAIN

Units:

SHORT-TERM INCOME FUND ONLY:

FOR AGAINST ABSTAIN

Units:

4A. Approval of a new investment management agreement
between the Trust and Lazard Freres & Co. LLC.

INTERNATIONAL VALUE EQUITY PORTFOLIO ONLY:

FOR __ AGAINST __ ABSTAIN __

4B. Approval and ratification of the current investment
management agreement between the Trust and Lazard Freres & Company.

INTERNATIONAL VALUE EQUITY PORTFOLIO ONLY:

FOR __ AGAINST __ ABSTAIN __

Units:

<PAGE>
I also confer discretionary authority to vote with
respect to matters incident to the conduct of the meeting and
matters presented at the meeting not known to my proxies at the
time of soliciting this proxy.

Dated: _________ ____,1997

(Signature

(Print/type name of beneficial owner)

(Print/type name of participating trust)

This proxy is solicited on behalf of the Supervisory
Committee of the Trust.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE.