SCUDDER
Scudder Equity Trust
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 225-5163
October 12, 1995
To the Shareholders:
A Special Meeting of Shareholders of Scudder Equity Trust (the "Trust"),
consisting of Scudder Capital Growth Fund and Scudder Value Fund (the "Funds")
is to be held at 1:30 p.m., eastern time, on Tuesday, December 5, 1995, at the
offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st
Street), New York, New York 10154. Shareholders who are unable to attend this
meeting are strongly encouraged to vote by proxy, which is customary in
corporate meetings of this kind. A Proxy Statement regarding the meeting, a
proxy card for your vote at the meeting and an envelope--postage prepaid--in
which to return your proxy card are enclosed.
At the Special Meeting the shareholders will elect Trustees of the Trust
and consider the ratification of the selection of Coopers & Lybrand L.L.P. as
the Funds' independent accountants. In addition, the shareholders present will
hear a report on the Funds. There will be an opportunity to discuss matters of
interest to you as a shareholder.
Your Fund's Trustees recommend that you vote in favor of each of the
foregoing matters.
Respectfully,
/s/Daniel Pierce
Daniel Pierce
President
- --------------------------------------------------------------------------------
SHAREHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
- --------------------------------------------------------------------------------
MIS-49/75-1
<PAGE>
Scudder Equity Trust
Notice of Special Meeting of Shareholders
To the Shareholders of
Scudder Capital Growth Fund
and Scudder Value Fund:
Please take notice that a Special Meeting of Shareholders of Scudder Equity
Trust (the "Trust"), consisting of Scudder Capital Growth Fund and Scudder Value
Fund (the "Funds") has been called to be held at the offices of Scudder, Stevens
& Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154 on Tuesday, December 5, 1995, at 1:30 p.m., eastern time, for the
following purposes:
(1) To elect ten Trustees to hold office until their respective successors
shall have been duly elected and qualified;
(2) To ratify or reject the action taken by the Board of Trustees in
selecting Coopers & Lybrand L.L.P. as independent accountants for the Funds for
the fiscal year ending September 30, 1996.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of shares of beneficial interest of the Funds at the close of
business on October 6, 1995 are entitled to vote at the meeting and at any
adjournments thereof.
By Order of the Board of Trustees,
October 12, 1995 Thomas F. McDonough, Secretary
- --------------------------------------------------------------------------------
IMPORTANT--We urge you to sign and date the enclosed proxy card and return it in
the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Trust the necessity and expense of further solicitations to ensure a quorum at
the Special Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
- --------------------------------------------------------------------------------
<PAGE>
Scudder Equity Trust
345 Park Avenue
New York, New York 10154
PROXY STATEMENT
General
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Scudder Equity Trust (the "Trust") for use
at the Special Meeting of Shareholders of Scudder Capital Growth Fund and
Scudder Value Fund (the "Funds"), to be held at the offices of Scudder, Stevens
& Clark, Inc. ("Scudder"), 25th Floor, 345 Park Avenue (at 51st Street), New
York, New York 10154, on Tuesday, December 5, 1995 at 1:30 p.m., eastern time,
and at any adjournments thereof (collectively, the "Meeting").
This Proxy Statement, the Notice of Special Meeting and the proxy card are
first being mailed to shareholders on or about October 12, 1995, or as soon as
practicable thereafter. All properly executed proxies received in time for the
Meeting will be voted as specified in the proxy or, if no specification is made,
in favor of each proposal referred to in the Proxy Statement. Any shareholder
giving a proxy has the power to revoke it by mail (addressed to the Secretary of
the Trust at the principal executive office of the Trust, 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 Trust.
The presence at any shareholders' meeting, in person or by proxy, of
shareholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Funds from brokers or nominees when the broker or
nominee has neither received instructions from the beneficial owner or other
persons entitled to vote nor has discretionary power to vote on a particular
matter. Accordingly, shareholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for proposals (1) and (2) which require the
approval of a plurality and majority, respectively, of shares voting at the
Meeting.
Shareholders of the Funds will vote together on the matters set forth in
this Proxy Statement. Holders of record of shares of beneficial interest of the
Funds at the close of business on October 6, 1995 (the "Record Date"), will be
entitled to one vote per share on all business of the Meeting and any
adjournments. Shares of the Funds outstanding on the Record Date were as
follows:
Fund Shares
---- ------
Scudder Capital Growth Fund 64,936,030
Scudder Value Fund 4,273,342
The Funds provide periodic reports to all shareholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may receive an additional copy of the most recent annual report for
1
<PAGE>
either Fund, without charge, by calling (800) 225-2470 or writing the Funds at
P.O. Box 2291, Boston, Massachusetts 02107-2291.
(1) ELECTION OF TRUSTEES
Persons named on the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the
nominees listed below as Trustees of the Trust to serve until their successors
are duly elected and qualified. All nominees have consented to stand for
election and to serve if elected. If a nominee should be unable to serve, an
event not now anticipated, the proxies will be voted for such person, if any, as
shall be designated by the Board of Trustees to replace such nominee. The Board
of Trustees recommends that shareholders vote in favor of the election of the
nominees listed below.
Information Concerning Nominees
The following table sets forth certain information concerning each of the
nominees as a Trustee of the Trust. With the exception of Ms. Bolton and Mr.
Fox, each of the nominees is now a Trustee of the Trust. Unless otherwise noted,
each of the nominees has engaged in the principal occupation or employment
listed in the following table for more than five years, but not necessarily in
the same capacity.
<TABLE>
<CAPTION>
Present Office with the
Trust, if any; Principal Shares
Occupation or Employment Year First Beneficially
and Directorships in Publicly Became a Owned on Percent
Name (Age) Held Companies Trustee August 31, 1995(1) of Class
- ---------- -------------- ------- ------------------ --------
<S> <C> <C> <C> <C>
Daniel Pierce (61)*# President; Chairman of the Board 1990 -- --
and Managing Director of Scudder,
Stevens & Clark, Inc.; Director,
Fiduciary Trust Company (bank and
trust company) and Fiduciary
Company Incorporated (bank and
trust company). Mr. Pierce serves
on the boards of an additional 47
funds managed by Scudder.
Paul Bancroft III (65) Venture Capitalist and Consultant 1982 Value Fund: 6,256 less than
(1988 until present); Retired 1/4 of 1%
President, Chief Executive Officer
and Director, Bessemer Securities
Corp. (private investment company);
Director: Albany International,
Inc. (paper machine belt
manufacturer), Western Atlas, Inc.
(diversified oil services and
industrial automation company) and
Measurex Corp. (process control
systems company). Mr. Bancroft
serves on the boards of an
additional 13 funds managed by
Scudder.
2
<PAGE>
Present Office with the
Trust, if any; Principal Shares
Occupation or Employment Year First Beneficially
and Directorships in Publicly Became a Owned on Percent
Name (Age) Held Companies Trustee August 31, 1995(1) of Class
- ---------- -------------- ------- ------------------ --------
Sheryle J. Bolton Consultant; President and Chief -- -- --
(49) Operating Officer, Physicians'
Online, Inc. (electronic
transmission of clinical
information for physicians)
(1994-95); Member, Senior
Management Team, Rockefeller & Co.
(1990-93).
Thomas J. Devine Consultant. Mr. Devine serves on 1982 Capital Growth less than
(68) the boards of an additional 15 Fund: 5,429(2) 1/4 of 1%
funds managed by Scudder.
Value Fund: .34%
15,987(3)
Keith R. Fox President, Exeter Capital -- -- --
(41) Management Corporation (private
equity investment firm).
David S. Lee (61)* Vice President; Managing Director 1982 Capital Growth less than
of Scudder, Stevens & Clark, Inc.; Fund: 27,289(4) 1/4 of 1%
Executive Committee & Board of
Governors, Investment Company
Institute; Trustee Emeritus, New
England Medical Center. Mr. Lee
serves on the boards of an
additional 27 funds managed by
Scudder.
3
<PAGE>
Present Office with the
Trust, if any; Principal Shares
Occupation or Employment Year First Beneficially
and Directorships in Publicly Became a Owned on Percent
Name (Age) Held Companies Trustee August 31, 1995(1) of Class
- ---------- -------------- ------- ------------------ --------
Douglas M. Loudon Vice President; Managing Director 1991 -- --
(51)* of Scudder, Stevens & Clark, Inc.;
Board of Governors and President,
Investment Counsel Association of
America. Mr. Loudon serves on the
boards of an additional three funds
managed by Scudder.
Dr. Wilson Nolen Consultant; Director, Ecohealth, 1982 Capital Growth less than
(68) Inc. (biotechnology company). Dr. Fund: 19,096 1/4 of 1%
Nolen serves on the boards of an
additional 14 funds managed by
Scudder.
Juris Padegs (63)*# Vice President; Managing Director 1987 -- --
of Scudder, Stevens & Clark, Inc.
Mr. Padegs serves on the boards of
an additional 27 funds managed by
Scudder.
Dr. Gordon Professor Emeritus of Accounting, 1979 Capital Growth less than
Shillinglaw (70) Columbia University Graduate School Fund: 14,018 1/4 of 1%
of Business. Dr. Shillinglaw serves
on the boards of an additional 13 Value Fund: 2,225 less than
funds managed by Scudder. 1/4 of 1%
Sole voting
Sole Shared but no
All Trustees and Officers investment and investment and investment Percent
as a group voting power voting power power(5) Total of Class
- ---------- ------------ ------------ --------- ----- --------
Capital Growth Fund 34,988 12,773 979,389 1,027,150 1.57%
Value Fund 8,481 16,035 161,369 185,885 3.96%
TOTAL
<FN>
* Trustees considered by the Trust and its counsel to be persons who are "interested persons" (which as
used in this Proxy Statement is as defined in the Investment Company Act of 1940, as amended (the "1940
4
<PAGE>
Act")) of the Trust or of the Funds' investment adviser, Scudder, Stevens & Clark, Inc. Messrs. Lee,
Loudon, Padegs and Pierce are deemed to be "interested persons" because of their affiliation with the
Funds' investment adviser, or because they are Officers of the Funds or both.
# Messrs. Padegs and Pierce are members of the Executive Committee of the Trust.
(1) The information as to beneficial ownership is based on statements furnished to the Trust by the
nominees and Trustees. Unless otherwise noted, beneficial ownership is based on sole voting and
investment power.
(2) Mr. Devine's total includes 4,812 shares in Capital Growth Fund owned by members of his family as to
which he disclaims beneficial ownership.
(3) Mr. Devine's total shares in Value Fund are owned by members of his family as to which he disclaims
beneficial ownership.
(4) Mr. Lee's total in Capital Growth Fund includes 6,814 shares owned by members of his family as to which
he shares investment and voting power and 20,475 shares held with sole investment but no voting power.
(5) Shares held with sole voting but no investment power are shares held in profit sharing and 401(k) plans
for which Jerard K. Hartman serves as trustee.
</FN>
</TABLE>
Certain accounts for which the Adviser acts as investment adviser owned
809,227 shares in the aggregate or 17.25% of the outstanding shares of Value
Fund on August 31, 1995. The Adviser may be deemed to be the beneficial owner of
such shares but disclaims any beneficial ownership in such shares.
As of August 31, 1995, 451,511 shares in the aggregate or 9.63% of the
outstanding shares of Value Fund, were held in the name of National Financial
Services Company, 200 Liberty Street, One World Financial Center, New York, NY
10281-0095, who may be deemed to be the beneficial owner of certain of these
shares, but disclaims any beneficial ownership therein.
Except as noted above, to the best of each Fund's knowledge, as of August
31, 1995, no other person owned beneficially more than 5% of any of the Fund's
outstanding voting securities.
Committees of the Board--Board Meetings
The Board of Trustees met four times during the fiscal year ended September
30, 1995. Each Trustee attended at least 75% of the total number of regular
meetings of the Trustees and all Committees of the Board on which they served as
regular members.
The Trustees, in addition to an Executive Committee, have an Audit
Committee, a Valuation Committee and a Special Nominating Committee. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Trustees have an Audit Committee, consisting of Messrs. Bancroft,
Devine, Nolen, Shillinglaw and Stone, the Trustees who are not interested
persons of the Funds or of Scudder (the "Non-Interested Trustees"). The Audit
Committee met once during the fiscal year ended September 30, 1995 to review
with management and the independent accountants, among other things, the scope
of the audit and the controls of the Funds and their agents, to review and
approve in advance the type of services to be rendered by independent
accountants, to recommend the selection of independent accountants for the Funds
to the Trustees for approval and in general to consider and report to the
Trustees on matters regarding the Funds' accounting and bookkeeping practices.
5
<PAGE>
Nominating Committee
The Trustees have a Special Nominating Committee, consisting of the
Non-Interested Trustees. The Committee is charged with the duty of making all
nominations of Non-Interested Trustees. Shareholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee met three times during the fiscal year
ended September 30, 1995.
Honorary Trustee
Robert W. Lear serves as an Honorary Trustee of the Trust. Honorary
Trustees are invited to attend all Board meetings and to participate in Board
discussions, but are not entitled to vote on any matter presented to the Board.
Executive Officers
In addition to Messrs. Lee, Loudon, Padegs and Pierce, Trustees who are
also Officers of the Trust, the following persons are Executive Officers of the
Trust:
<TABLE>
<CAPTION>
Present Office with the Trust; Year First
Name (Age) Principal Occupation or Employment(1) Became an Officer (2)
---------- ------------------------------------- ---------------------
<S> <C> <C>
Donald E. Hall (43) Vice President; Managing Director of 1994
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (62) Vice President; Managing Director of 1986
Scudder, Stevens & Clark, Inc.
Thomas W. Joseph (56) Vice President; Principal of Scudder, 1986
Stevens & Clark, Inc.
Kathleen T. Millard (34) Vice President; Principal of Scudder, 1995
Stevens & Clark, Inc.; Vice President,
Chase Manhattan Bank (until 1991).
Thomas F. McDonough (48) Vice President, Secretary and Assistant 1984
Treasurer; Principal of Scudder, Stevens &
Clark, Inc.
Pamela A. McGrath (41) Vice President and Treasurer; Principal of 1989
Scudder, Stevens & Clark, Inc.
Edward J. O'Connell (50) Vice President and Assistant Treasurer; 1987
Principal of Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (42) Vice President and Assistant Secretary; 1984
Managing Director of Scudder, Stevens &
Clark, Inc.
Coleen Downs Dinneen (34) Assistant Secretary; Vice President of 1992
Scudder, Stevens & Clark, Inc.
<FN>
(1) Unless otherwise stated, all Executive Officers have been associated with Scudder for more than five
years, although not necessarily in the same capacity.
(2) The President, Treasurer and Secretary each hold office until his or her successor has been duly elected
and qualified, and all other officers hold office at the pleasure of the Trustees.
</FN>
</TABLE>
6
<PAGE>
Transactions with and Remuneration of Officers and Trustees
The aggregate direct remuneration of the Non-Interested Trustees of Scudder
Capital Growth Fund was $42,775, including expenses, during the fiscal year
ended September 30, 1994. The aggregate direct remuneration of the
Non-Interested Trustees of Scudder Value Fund was $42,452, including expenses,
during the fiscal year ended September 30, 1994. Each such Non-Interested
Trustee currently receives an annual Trustee's fee of $4,000 and a fee of $400
for each Trustees' meeting, Audit Committee meeting or meeting held for the
purpose of considering contractual arrangements between the Trust and Scudder
and $150 for each other committee meeting attended. Scudder supervises the
Funds' investments and pays the compensation and expenses of the personnel of
Scudder who serve as Trustees and Officers of the Trust, and receives an
investment advisory fee. Several of the Trust's Officers and Trustees are also
officers or employees of Scudder, Scudder Fund Accounting Corporation, Scudder
Service Corporation or Scudder Trust Company and they may therefore be deemed to
participate in the fees paid to those firms, although the Trust makes no direct
payments to them.
The following Compensation Table, provides in tabular form, the following data:
Column (1) All Trustees who receive compensation from the Trust.
Column (2) Aggregate compensation received by a Trustee from the Trust.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund Complex. The Trust does not pay such benefits to its Trustees.
Column (5) Total compensation received by a Trustee from the Trust plus
compensation received from all funds managed by Scudder for which a Trustee
serves. The total number of funds from which a Trustee receives such
compensation is also provided. Generally, compensation received by a Trustee for
serving on the Board of a closed-end fund is greater than the compensation
received by a Trustee for serving on the Board of an open-end fund.
7
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1994
---------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Aggregate Pension or
Compensation Retirement Estimated Total Compensation
from Benefits Accrued Annual From the Trust and
Name of Person, Scudder Equity As Part of Fund Benefits Upon Fund Complex Paid
Position Trust* Complex Expenses Retirement to Trustees
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paul Bancroft III, $16,400 N/A N/A $120,238
Trustee (14 funds)
Thomas J. Devine, $16,400 N/A N/A $115,656
Trustee (16 funds)
Dr. Wilson Nolen, $16,400 N/A N/A $132,023
Trustee (15 funds)
Dr. Gordon Shillinglaw, $18,000 N/A N/A $89,570
Trustee (14 funds)
Robert G. Stone, Jr., $16,400 $6,289+ $6,000+ $140,438
Trustee (15 funds)
Robert W. Lear, N/A N/A N/A $62,875
Honorary Trustee (10 funds)
<FN>
* Scudder Equity Trust consists of two funds: Scudder Capital Growth Fund and Scudder Value Fund.
+ Retirement benefits accrued and proposed to be paid as additional compensation for serving on the
Board of The Japan Fund, Inc.
</FN>
</TABLE>
Required Vote
Election of each of the listed nominees for Trustee requires the
affirmative vote of a plurality of the votes cast at the Meeting in person or by
proxy. The Board of Trustees recommends that shareholders vote in favor of each
of the nominees.
(2) RATIFICATION OR REJECTION OF THE SELECTION OF COOPERS &
LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS
At a meeting held on September 6, 1995, all members of the Board of
Trustees, including a majority of the Non-Interested Trustees, selected Coopers
& Lybrand L.L.P. as the Funds' independent accountants for the fiscal year
ending September 30, 1996 to examine the Funds' books and accounts and to
certify the Funds' financial statements. Coopers & Lybrand L.L.P. are
independent accountants and have advised the Trust that they have no direct
financial interest or material indirect financial interest in the Trust. 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.
8
<PAGE>
Such representatives are expected to be available to respond to appropriate
questions posed by shareholders or management.
The Funds' financial statements for the fiscal year ended September 30,
1994 were audited by Coopers & Lybrand L.L.P. In connection with its audit
services, Coopers & Lybrand L.L.P. reviews the financial statements included in
the Funds' semiannual and annual reports and their filings with the Securities
and Exchange Commission.
Required Vote
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. The Board of Trustees recommends that shareholders ratify the selection
of Coopers & Lybrand L.L.P. as independent accountants.
ADDITIONAL INFORMATION
Investment Adviser
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's wholly-owned subsidiary, Scudder Investor Services, Inc., Two
International Place, Boston, MA 02110, acts as the principal underwriter for
shares of registered open-end investment companies. 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* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President of Scudder. Stephen R.
Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, Linda C. Coughlin#, Margaret D.
Hadzima*, Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, Douglas M.
Loudon#, John T. Packard+, Juris Padegs# and Cornelia M. Small# are the other
members of the Board of Directors of Scudder. The principal occupation of each
of the above named individuals is serving as a Managing Director of Scudder.
- ---------------------------
* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce and Edmond D.
Villani in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder and the
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocation will be at net book value in cash
transactions. All Managing Directors of Scudder own voting and nonvoting stock;
all Principals own nonvoting stock.
9
<PAGE>
Other Matters
The Board of Trustees does not know of any matters to be brought before the
Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
adjournments thereof in accordance with their best judgment.
Please complete and sign the enclosed proxy card and return it in the
envelope provided so that the Meeting may be held and action may be taken, with
the greatest possible number of shares participating, on the matters described
in this Proxy Statement. This will not preclude your voting in person if you
attend the Meeting. Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by Officers of the Funds, personnel of Scudder or an
agent of the Funds for compensation. The expenses connected with the
solicitation of proxies and with any further proxies which may be solicited will
be borne by the Funds. The Funds will reimburse banks, brokers and other persons
holding the Funds' shares registered in their names or in the names of their
nominees, for their expenses incurred in sending proxy material to and obtaining
proxies from the beneficial owners of such shares.
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Special Meeting are not received by December 5, 1995, the persons
named as appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Funds.
Shareholder Proposals
Shareholders wishing to submit proposals for inclusion in a proxy statement
for any subsequent shareholders' meeting should send their written proposals to
Thomas F. McDonough, Secretary of the Trust, c/o Scudder, Stevens & Clark, Inc.,
345 Park Avenue, New York, New York 10154, within a reasonable time before the
solicitation of proxies for such shareholders' meeting. The timely submission of
a proposal does not guarantee its inclusion.
345 Park Avenue By Order of the Board of Trustees
New York, New York 10154 Thomas F. McDonough
October 12, 1995 Secretary
10
<PAGE>
<TABLE>
<S> <C> <C>
PROXY SCUDDER EQUITY TRUST PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES
Special Meeting of Shareholders -- December 5, 1995
The undersigned hereby appoints Dr. Wilson Nolen, Juris Padegs and Daniel Pierce and each of them, the proxies for the
undersigned, with the power of substitution to each of them, to vote all shares of Scudder Equity Trust consisting of Scudder
Capital Growth Fund and Scudder Value Fund, which the undersigned is entitled to vote at the Special Meeting of Shareholders of
Scudder Equity Trust, to be held at the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New
York, New York 10154, on December 5, 1995 at 1:30 p.m., eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will be cast FOR each item listed below.
1. The election of Trustees;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) /_/ to vote for all nominees listed below /_/
Nominees: Daniel Pierce, Paul Bancroft III, Sheryle J. Bolton, Thomas J. Devine, Keith R. Fox, David S. Lee, Douglas M.
Loudon, Dr. Wilson Nolen, Juris Padegs and Dr. Gordon Shillinglaw.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided
below.)
- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
2. Ratification of the selection of Coopers & Lybrand L.L.P. FOR /_/ AGAINST /_/ ABSTAIN /_/
as independent accountants.
The proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournments thereof.
Please sign exactly as your name or names appear
When signing as attorney, executor, administrator, trustee
or guardian, please give your full title as such.
__________________________________________________________
(Signature of Shareholder)
__________________________________________________________
(Signature of joint owner, if any)
Date _______________________________________________, 1995
PLEASE SIGN AND RETURN IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
