VALUE EQUITY TRUST
DEFS14A, 2000-05-02
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<PAGE>

                                 SCHEDULE 14A
                                (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                           SCHEDULE 14A INFORMATION

         Proxy Statement Pursuant to Section 14(A) of the Securities
                    Exchange Act of 1934 (Amendment No.__)

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 Rule 14a-11(c) or Rule 14a-12

                                VALUE EQUITY TRUST
                 (Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 identity 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>
SCUDDER INVESTMENT LOGO

                               IMPORTANT NEWS FOR

                  SCUDDER SELECT 1000 GROWTH FUND SHAREHOLDERS

    While we encourage you to read the full text of the enclosed Proxy
Statement, here's a brief overview of some matters affecting your Fund that will
be the subject of a shareholder vote.

                          Q & A: QUESTIONS AND ANSWERS

Q: WHAT AM I BEING ASKED TO VOTE ON?

A: You are being asked to vote on three proposals: The election of a new Board
   of Trustees, the approval of a change in your Fund's sub-classification from
   a diversified company to a non-diversified company, and the ratification of
   the selection of PricewaterhouseCoopers LLP as the independent accountants of
   your Fund for the current fiscal year. The Board of your Fund unanimously
   recommends that you vote in favor of each proposal.

Q: WHY AM I BEING ASKED TO VOTE ON A NEW BOARD OF TRUSTEES?

A: As part of a larger effort to restructure the Scudder Family of Funds, the
   Board of your Fund has voted in favor of creating a single board of
   trustees/directors responsible for most Scudder Funds. It is the Board's
   belief that this has the potential for increasing efficiency and benefiting
   fund shareholders. The Board also believes that a single board, responsible
   for overseeing most of the no-load funds advised by Scudder Kemper
   Investments, Inc., can more effectively represent shareholder interests. The
   Board of your Fund unanimously recommends that you vote in favor of each
   nominee.

Q: WHY AM I BEING ASKED TO APPROVE A CHANGE IN MY FUND'S SUB-CLASSIFICATION FROM
   A DIVERSIFIED TO A NON-DIVERSIFIED COMPANY?

A: Currently, your Fund is sub-classified as a diversified company. As a
   diversified company, your Fund is strictly limited in its ability to invest
   more than 5% of its assets in a single company.
<PAGE>
    Your Fund invests in companies in the Russell 1000 Growth Index, eliminating
    the 20% of companies expected to produce the lowest returns and selecting
    the remaining securities to create a portfolio with weightings similar to
    those of the Index. As of March 30, 2000, four companies currently exceed 5%
    of the index weight (General Electric, Cisco, Intel and Microsoft). The
    cumulative weight of these companies was 23% of the index value. By changing
    its sub-classification from diversified to non-diversified, the Fund will be
    able to continue its investment strategy and invest in these and other
    companies in a weighting similar to that of the Index.

Q: WHAT EFFECT WILL THIS HAVE ON MY FUND?

A: If approved, there will be no changes to the strategy or goals of your Fund.
   As a non-diversified company, your Fund may make larger investments in a
   smaller number of companies, which may result in somewhat greater volatility
   in the Fund's net asset value. If not approved, the Fund may be forced to
   alter its investment strategy because it would be unable to weight its
   investments in certain securities to equal their weight in the Index. The
   Board of your Fund unanimously recommends that you vote in favor of this
   proposal.

Q: WHEN WILL THESE CHANGES TAKE EFFECT?

A: The Board expects that the proposed changes will take effect during the third
   calendar quarter of this year if the proposals are approved.

Q: ARE THERE OTHER PROPOSALS I WILL BE VOTING ON?

A: You are also being asked to ratify the selection of PricewaterhouseCoopers
   LLP as the independent accountants of your Fund for the current fiscal year.
   The Board of your Fund unanimously recommends that you vote in favor of this
   proposal.

Q: WHOM SHOULD I CALL FOR MORE INFORMATION ABOUT THIS PROXY STATEMENT?

A: Please call Shareholder Communications Corporation, your Fund's information
   agent, at 1-800-603-1915.
<PAGE>
                                                                  April 28, 2000

Dear Shareholder,

    To continue to provide you with the highest level of investment management
and service, we're making some important changes to the Scudder Funds. Scudder
Kemper Investments, with the strong support of your Fund's Board, is proposing a
series of measures to streamline the Scudder Family of Funds. The goals are to
reduce costs and make Scudder's lineup of fund offerings easier for investors to
utilize and understand. We believe these proposals will benefit Scudder Fund
shareholders over time. We need your participation in order to make the
necessary changes.

    Along with this letter, you'll find a packet of materials that we ask you to
read and, where applicable, fill out and return to us. The Q&A that begins on
the front cover of the proxy statement explains the proposals we're making, why
we're making them, and how they apply to your Scudder Fund. The packet also
contains a proxy card.

    After careful review, the members of your Fund's Board have unanimously
approved each of the proposals explained in the Q&A and described in the proxy
statement. THE BOARD RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY
AND THEN VOTE FOR ALL THE PROPOSALS. (Because many of the funds for which
Scudder Kemper acts as investment manager are holding shareholder meetings, you
may receive more than one proxy card. If so, please vote each one.)

    Your vote is important to us. Once you've voted, please sign and date the
proxy card and return it in the enclosed postpaid envelope; or help us save time
and postage cost by voting on the Internet or by telephone -- the enclosed flyer
describes how. If we do not hear from you by May 17, our proxy solicitor may
contact you.

    Thank you for your response and for your continued investment in the Scudder
Funds.

Respectfully,

<TABLE>
<S>                                <C>
/s/ Edmond D. Villani              /s/ Linda C. Coughlin
Edmond D. Villani                  Linda C. Coughlin
Chief Executive Officer            President
Scudder Kemper Investments, Inc.   Value Equity Trust
</TABLE>

<PAGE>
                        SCUDDER SELECT 1000 GROWTH FUND

                           --------------------------

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

    Please take notice that a Special Meeting of Shareholders (the "Meeting") of
Scudder Select 1000 Growth Fund (the "Fund"), a series of Value Equity Trust
(the "Trust"), will be held at the offices of Scudder Kemper Investments, Inc.,
13th Floor, Two International Place, Boston, MA 02110-4103, on July 13, 2000, at
3:00 p.m., Eastern time, for the following purposes:

<TABLE>
<S>          <C>
PROPOSAL 1:  To elect Trustees of the Trust;
PROPOSAL 2:  To approve or disapprove a change in the Fund's
             sub-classification from a diversified company to a
             non-diversified company; and
PROPOSAL 3:  To ratify the selection of PricewaterhouseCoopers LLP
             as the independent accountants for the Fund for the
             Fund's current fiscal year.
</TABLE>

    The appointed proxies will vote in their discretion on any other business
that may properly come before the Meeting or any adjournments thereof.

    Holders of record of shares of the Fund at the close of business on April
17, 2000 are entitled to vote at the Meeting and at any adjournments thereof.

    In the event that the necessary quorum to transact business or the vote
required to approve any Proposal is not obtained at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting in
accordance with applicable law to permit further solicitation of proxies. Any
such adjournment as to a matter will require the affirmative vote of the holders
of a majority of the Fund's shares present in person or by proxy at the Meeting.
The persons named as proxies will vote FOR any such adjournment those proxies
which they are entitled to vote in favor of that Proposal and will vote AGAINST
any such adjournment those proxies to be voted against that Proposal.

                                 By Order of the Board,

                                 /s/ John Millette

                                 John Millette
                                 Secretary

April 28, 2000

    IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE (OR TO TAKE
ADVANTAGE OF THE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE
PROXY CARD(S)). YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) (OR YOUR VOTING
BY OTHER AVAILABLE MEANS) MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER
SOLICITATIONS. IF YOU WISH TO ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON
AT THAT TIME, YOU WILL STILL BE ABLE TO DO SO.
<PAGE>
                               VALUE EQUITY TRUST
                        SCUDDER SELECT 1000 GROWTH FUND
                            TWO INTERNATIONAL PLACE
                          BOSTON, MASSACHUSETTS 02110

                           --------------------------

                                PROXY STATEMENT

                           --------------------------

GENERAL

    This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board," the Trustees of which are
referred to as the "Trustees") of Value Equity Trust (the "Trust") for use at
the Special Meeting of Shareholders of Scudder Select 1000 Growth Fund (the
"Fund"), to be held at the offices of Scudder Kemper Investments, Inc. ("Scudder
Kemper" or the "Investment Manager"), 13th Floor, Two International Place,
Boston, Massachusetts 02110-4103, on July 13, 2000, at 3:00 p.m., Eastern time,
and at any and all adjournments thereof (the "Meeting"). This Proxy Statement,
the Notice of Meeting and the proxy card(s) are first being mailed to
shareholders on or about April 28, 2000 or as soon as practicable thereafter.

    In the descriptions of the Proposals below, the word "fund" is sometimes
used to mean an investment company or series thereof in general, and not the
Fund whose proxy statement this is. In addition, for simplicity, actions are
described in this Proxy Statement as being taken by the Fund, although all
actions are actually taken by the Trust on behalf of the Fund.

    THE FUND PROVIDES PERIODIC REPORTS TO ITS 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
THE FUND AND A COPY OF ANY MORE RECENT SEMI-ANNUAL REPORT, WITHOUT CHARGE, BY
CALLING (800) 728-3337 OR WRITING THE FUND, C/O SCUDDER KEMPER INVESTMENTS,
INC., AT THE ADDRESS FOR THE FUND SHOWN AT THE BEGINNING OF THIS PROXY
STATEMENT.

BACKGROUND

    Proposal 1 in this Proxy Statement is part of a program proposed by Scudder
Kemper to restructure and streamline the management and operations of the funds
it advises. Scudder Kemper believes, and has advised the Boards, that the
consolidation of certain funds advised by it would benefit fund shareholders.
Scudder Kemper has, therefore, proposed the consolidation of a number of no-load
funds advised by it that Scudder Kemper believes have similar or compatible
investment objectives and policies. In many cases, the proposed
<PAGE>
consolidations are designed to eliminate the substantial overlap in current
offerings by the Scudder Funds and the funds offered through the AARP Investment
Program (the "AARP Funds"), all of which are advised by Scudder Kemper.
Consolidation plans are also proposed for other funds that have not gathered
enough assets to operate efficiently and, in turn, have relatively high expense
ratios. Scudder Kemper believes that these consolidations may help to enhance
investment performance of funds and increase efficiency of operations. Many of
the proposed consolidations are also expected to result in lower operating
expenses for shareholders of acquired funds.

    There are currently five different Boards for the no-load funds advised by
Scudder Kemper. Scudder Kemper believes, and has proposed to the boards, that
creating a single board responsible for the AARP Funds and for the open-end,
directly-distributed, no-load Scudder Funds would increase efficiency and
benefit fund shareholders. This initiative is described in greater detail in
Proposal 1 below. In Proposal 2 below, shareholders of the Fund are being asked
to approve a change in the Fund's sub-classification as a diversified company.
As described below, the change is intended to enable the Fund to maintain its
current investment strategy.

                        PROPOSAL 1: ELECTION OF TRUSTEES

    At the Meeting, as part of the overall restructuring effort outlined above,
shareholders of the Fund will be asked to elect nine individuals to constitute
the Board of Trustees of the Trust. These individuals were nominated after a
careful and deliberate selection process by the present Board of Trustees of the
Trust. The nominees for election, who are listed below, include seven persons
who currently serve as Independent Trustees (as defined below) of the Trust or
as independent trustees/directors of other no-load funds advised by Scudder
Kemper and who have no affiliation with Scudder Kemper or the American
Association of Retired Persons ("AARP"). The nominees listed below are being
nominated for election as trustees/directors of the AARP Funds and of the
open-end, directly-distributed, no-load Scudder Funds.

    As stated above, currently five different boards of trustees or directors
are responsible for overseeing different groups of no-load funds advised by
Scudder Kemper. As part of a broader restructuring effort described above,
Scudder Kemper has recommended, and the Board of Trustees has agreed, that
shareholder interests can more effectively be represented by a single board with
responsibility for overseeing substantially all of the Scudder no-load funds.
Creation of a single, consolidated board should also provide certain
administrative efficiencies and potential future cost savings for both the Fund
and Scudder Kemper.

                                       2
<PAGE>
    Election of each of the listed nominees for Trustee on the Board requires
the affirmative vote of a plurality of the votes cast at the Meeting, in person
or by proxy. The persons named as proxies on the enclosed proxy card(s) will
vote for the election of the nominees named below unless authority to vote for
any or all of the nominees is withheld in the proxy. Each Trustee so elected
will serve as a Trustee of the Trust until the next meeting of shareholders, if
any, called for the purpose of electing Trustees and until the election and
qualification of a successor or until such Trustee sooner dies, resigns or is
removed as provided in the governing documents of the Trust. Each of the
nominees has indicated that he or she is willing to serve as a Trustee. If any
or all of the nominees should become unavailable for election due to events not
now known or anticipated, the persons named as proxies will vote for such other
nominee or nominees as the current Trustees may recommend. The following
paragraphs and table set forth information concerning the nominees and the
Trustees not standing for re-election. Each nominee's or Trustee's age is in
parentheses after his or her name. Unless otherwise noted, (i) each of the
nominees and Trustees has engaged in the principal occupation(s) noted in the
following paragraphs and table for at least the most recent five years, although
not necessarily in the same capacity, and (ii) the address of each nominee is
c/o Scudder Kemper Investments, Inc., Two International Place, Boston, MA
02110-4103.

NOMINEES FOR ELECTION AS TRUSTEES:

HENRY P. BECTON, JR. (56)

    Henry P. Becton, Jr. is president of the WGBH Educational Foundation,
producer and distributor of public broadcasting programming and educational and
interactive software. He graduated from Yale University in 1965, where he was
elected to Phi Beta Kappa. He received his J.D. degree CUM LAUDE from Harvard
Law School in 1968. Mr. Becton is a member of the PBS Board of Directors, a
Trustee of American Public Television, the New England Aquarium, the Boston
Museum of Science, Concord Academy, and the Massachusetts Corporation for
Educational Telecommunications, an Overseer of the Boston Museum of Fine Arts,
and a member of the Board of Governors of the Banff International Television
Festival Foundation. He is also a Director of Becton Dickinson and Company and
A.H. Belo Company, a Trustee of the Committee for Economic Development, and a
member of the Board of Visitors of the Dimock Community Health Center, the
Dean's Council of Harvard University's Graduate School of Education, and the
Massachusetts Bar. Mr. Becton has served as a trustee or director of various
mutual funds advised by Scudder Kemper since 1990.

                                       3
<PAGE>
LINDA C. COUGHLIN (48)*

    Linda C. Coughlin, a Managing Director of Scudder Kemper, is head of Scudder
Kemper's U.S. Retail Mutual Funds Business. Ms. Coughlin joined Scudder Kemper
in 1986 and was a member of the firm's Board of Directors. She currently
oversees the marketing, service and operations of Scudder Kemper retail
businesses in the United States, which include the Scudder, Kemper, AARP, and
closed-end fund families, and the direct and intermediary channels. She also
serves as Chairperson of the AARP Investment Program from Scudder and as a
Trustee of the Program's mutual funds. Ms. Coughlin is also a member of the
Mutual Funds Management Group. Previously, she served as a regional Marketing
Director in the retail banking division of Citibank and at the American Express
Company as Director of Consumer Marketing for the mutual fund group.
Ms. Coughlin received a B.A. degree in economics SUMMA CUM LAUDE from Fordham
University. Ms. Coughlin has served on the boards of various funds advised by
Scudder Kemper, including the AARP Investment Program Funds, since 1996.

DAWN-MARIE DRISCOLL (53)

    Dawn-Marie Driscoll is an Executive Fellow and Advisory Board member of the
Center for Business Ethics at Bentley College, one of the nation's leading
institutes devoted to the study and practice of business ethics. Ms. Driscoll is
also president of Driscoll Associates, a consulting firm. She is a member of the
Board of Governors of the Investment Company Institute and serves as Chairman of
the Directors Services Committee. Ms. Driscoll was recently named 1999 "Fund
Trustee of the Year" by Fund Directions, a publication of Institutional
Investor, Inc. She has been a director, trustee and overseer of many civic and
business institutions, including The Massachusetts Bay United Way and Regis
College. Ms. Driscoll was formerly a law partner at Palmer & Dodge in Boston and
served for over a decade as Vice President of Corporate Affairs and General
Counsel of Filene's, the Boston-based department store chain. Ms. Driscoll
received a B.A. from Regis College, a J.D. from Suffolk University Law School, a
D.H.L. (honorary) from Suffolk University and a D.C.S. (honorary) from Bentley
College Graduate School of Business. Ms. Driscoll has served as a trustee or
director of various mutual funds advised by Scudder Kemper since 1987.

EDGAR R. FIEDLER (70)

    Edgar R. Fiedler is Senior Fellow and Economic Counsellor at The Conference
Board. He served as the Board's Vice President, Economic Research from 1975 to
1986 and as Vice President and Economic Counsellor from 1986 to

                                       4
<PAGE>
1996. Mr. Fiedler's business experience includes positions at Eastman Kodak in
Rochester (1956-59), Doubleday and Company in New York City (1959-60), and
Bankers Trust Company in New York City (1960-69). He also served as Assistant
Secretary of the Treasury for Economic Policy from 1971 to 1975. Mr. Fiedler
graduated from the University of Wisconsin in 1951. He received his M.B.A. from
the University of Michigan and his doctorate from New York University. During
the 1980's, Mr. Fiedler was an Adjunct Professor of Economics at the Columbia
University Graduate School of Business. From 1990 to 1991, he was the Stephen
Edward Scarff Distinguished Professor at Lawrence University in Wisconsin.
Mr. Fiedler is a Director of The Stanley Works, Harris Insight Funds, Brazil
Fund, and PEG Capital Management, Inc. He has served as a board member of
various mutual funds advised by Scudder Kemper, including the AARP Investment
Program Funds, since 1984.

KEITH R. FOX (46)

    Keith R. Fox is the managing partner of the Exeter Group of Funds, a series
of private equity funds with offices in New York and Boston, which he founded in
1986. The Exeter Group invests in a wide range of private equity situations,
including venture capital, expansion financings, recapitalizations and
management buyouts. Prior to forming Exeter, Mr. Fox was a director and vice
president of BT Capital Corporation, a subsidiary of Bankers Trust New York
Corporation organized as a small business investment company and based in New
York City. Mr. Fox graduated from Oxford University in 1976, and in 1981
received an M.B.A. degree from the Harvard Business School. Mr. Fox is also a
qualified accountant. He is a board member and former Chairman of the National
Association of Small Business Investment Companies, and a director of Golden
State Vintners, K-Communications, Progressive Holding Corporation and Facts On
File, as well as a former director of over twenty companies. Mr. Fox is
currently a Trustee of the Trust and has served as a trustee or director of
various mutual funds advised by Scudder Kemper since 1996.

JOAN EDELMAN SPERO (55)

    Joan E. Spero is the president of the Doris Duke Charitable Foundation, a
position to which she was named in January 1997. From 1993 to 1997, Ms. Spero
served as Undersecretary of State for Economic, Business and Agricultural
Affairs under President Clinton. From 1981 to 1993, she was an executive at the
American Express Company, where her last position was executive vice president
for Corporate Affairs and Communications. Ms. Spero served as U.N. Ambassador to
the United Nations Economic and Social Council under President Carter from 1980
to 1981. She was an assistant professor at Columbia

                                       5
<PAGE>
University from 1973 to 1979. She graduated Phi Beta Kappa from the University
of Wisconsin and holds a master's degree in international affairs and a
doctorate in political science from Columbia University. Ms. Spero is a member
of the Council on Foreign Relations and the Council of American Ambassadors. She
also serves as a trustee of the Wisconsin Alumni Research Foundation, The
Brookings Institution and Columbia University and is a Director of First Data
Corporation. Ms. Spero is currently a Trustee of the Trust and has served as a
trustee or director of various mutual funds advised by Scudder Kemper since
1998.

JEAN GLEASON STROMBERG (56)

    Ms. Stromberg acts as a consultant on regulatory matters. From 1996 to 1997,
Ms. Stromberg represented the U.S. General Accounting Office before Congress and
elsewhere on issues involving banking, securities, securities markets, and
government-sponsored enterprises. Prior to that, Ms. Stromberg was a corporate
and securities law partner at the Washington, D.C. law office of Fulbright and
Jaworski, a national law firm. She served as Associate Director of the
Securities and Exchange Commission's Division of Investment Management from 1977
to 1979 and prior to that was Special Counsel for the Division of Corporation
Finance from 1972 to 1977. Ms. Stromberg graduated Phi Beta Kappa from Wellesley
College and received her law degree from Harvard Law School. From 1988 to 1991
and 1993 to 1996, she was a Trustee of the American Bar Retirement Association,
the funding vehicle for American Bar Association-sponsored retirement plans.
Ms. Stromberg serves on the Wellesley College Business Leadership Council and
the Council for Mutual Fund Director Education at Northwestern University Law
School and was a panelist at the Securities and Exchange Commission's Investment
Company Director's Roundtable. Ms. Stromberg has served as a board member of the
AARP Investment Program Funds since 1997.

JEAN C. TEMPEL (56)

    Jean C. Tempel is a venture partner for Internet Capital Group, a strategic
network of Internet partnership companies whose principal offices are in Wayne,
Pennsylvania. Ms. Tempel concentrates on investment opportunities in the Boston
area. She spent 25 years in technology/operations executive management at
various New England banks, building custody operations and real time
financial/securities processing systems, most recently as Chief Operations
Officer at The Boston Company. From 1991 until 1993 she was president/COO of
Safeguard Scientifics, a Pennsylvania technology venture company. In that role
she was a founding investor, director and vice chairman of Cambridge

                                       6
<PAGE>
Technology Partners. She is a director of XLVision, Inc., Marathon
Technologies, Inc., Aberdeen Group and Sonesta Hotels International, and is a
Trustee of Northeastern University, Connecticut College, and The Commonwealth
Institute. She received a B.A. from Connecticut College, an M.S. from Rensselaer
Polytechnic Institute of New York, and attended Harvard Business School's
Advanced Management Program. Ms. Tempel has served as a trustee or director of
various mutual funds advised by Scudder Kemper since 1994.

STEVEN ZALEZNICK (45)*

    Steven Zaleznick is President and CEO of AARP Services, Inc., a wholly-
owned and independently-operated subsidiary of AARP which manages a range of
products and services offered to AARP members, provides marketing services to
AARP and its member service providers and establishes an electronic commerce
presence for AARP members. Mr. Zaleznick previously served as AARP's general
counsel for nine years. He was responsible for the legal affairs of AARP, which
included tax and legal matters affecting non-profit organizations, contract
negotiations, publication review and public policy litigation. In 1979, he
joined AARP as a legislation representative responsible for issues involving
taxes, pensions, age discrimination, and other national issues affecting older
Americans. Mr. Zaleznick is President of the Board of Cradle of Hope Adoption
Center in Washington, D.C. He is a former treasurer and currently a board member
of the National Senior Citizens Law Center. Mr. Zaleznick received his B.A. in
economics from Brown University. He received his J.D. degree from Georgetown
University Law Center and is a member of the District of Columbia Bar
Association.

                                       7
<PAGE>
TRUSTEES NOT STANDING FOR RE-ELECTION:

<TABLE>
<CAPTION>
                              PRESENT OFFICE WITH THE TRUST;
                            PRINCIPAL OCCUPATION OR EMPLOYMENT
      NAME (AGE)                    AND DIRECTORSHIPS
- ----------------------   ----------------------------------------
<S>                      <C>
Sheryle J. Bolton (53)   Trustee; CEO and Director, Scientific
                         Learning Corporation. Ms. Bolton serves
                         on the boards of various other trusts or
                         corporations whose funds are advised by
                         Scudder Kemper.
William T. Burgin (56)   Trustee; General Partner, Bessemer
                         Venture Partners. Mr. Burgin serves on
                         the boards of various other trusts or
                         corporations whose funds are advised by
                         Scudder Kemper.
William H. Luers (70)    Trustee; Chairman and President, United
                         Nations Association of America.
                         Mr. Luers serves on the boards of
                         various other trusts or corporations
                         whose funds are advised by Scudder
                         Kemper.
Kathryn L. Quirk (47)*   Trustee, Vice President and Assistant
                         Secretary; Managing Director of Scudder
                         Kemper. Ms. Quirk serves on the boards
                         of various other trusts or corporations
                         whose funds are advised by Scudder
                         Kemper.
</TABLE>

- ------------------------

*   Nominee or Trustee considered by the Trust and its counsel to be an
    "interested person" (as defined in the Investment Company Act of 1940, as
    amended (the "1940 Act")) of the Trust, Scudder Kemper or AARP because of
    his or her employment by Scudder Kemper or AARP, and, in some cases, holding
    offices with the Trust.

RESPONSIBILITIES OF THE BOARD -- BOARD AND COMMITTEE MEETINGS

    A fund's board is responsible for the general oversight of fund business.
The board that is proposed for shareholder voting at the Meeting is comprised of
two individuals who are considered "interested" Trustees, and seven individuals
who have no affiliation with Scudder Kemper or AARP and who are called
"independent" Trustees (the "Independent Trustees"). The Securities and Exchange
Commission (the "SEC") has recently proposed a rule that would require a
majority of the board members of a fund to be "independent" if the fund were to
take advantage of certain exemptive rules under the 1940 Act. On the proposed
Board of Trustees, if approved by shareholders, nearly 78% will be Independent
Trustees. The Independent Trustees have been nominated solely by the current
Independent Trustees of the Trust, a practice also favored by the

                                       8
<PAGE>
SEC. The Independent Trustees have primary responsibility for assuring that the
Trust is managed in the best interests of its shareholders.

    The Trustees meet several times during the year to review the investment
performance of the Fund and other operational matters, including policies and
procedures designed to assure compliance with regulatory and other requirements.
In 1999, the Trustees of the Trust conducted over 20 meetings to deal with fund
issues (including committee and subcommittee meetings and special meetings of
the Independent Trustees). Furthermore, the Independent Trustees review the fees
paid to the Investment Manager and its affiliates for investment advisory
services and other administrative and shareholder services. The Trustees have
adopted several policies and practices which help ensure their effectiveness and
independence in reviewing fees and representing shareholders. Many of these are
similar to those suggested in the Investment Company Institute's 1999 Report of
the Advisory Group on Best Practices for Fund Directors (the "Advisory Group
Report"). For example, the Independent Trustees select independent legal counsel
to work with them in reviewing fees, advisory and other contracts and overseeing
fund matters. The Trustees are also assisted in this regard by the funds'
independent public accountants and other independent experts retained from time
to time for this purpose. The Independent Trustees regularly meet privately with
their counsel and other advisors. In addition, the Independent Trustees from
time to time have appointed task forces and subcommittees from their members to
focus on particular matters such as investment, accounting and shareholder
servicing issues.

    The Board of the Trust has an Audit Committee and a Committee on Independent
Trustees, the responsibilities of which are described below. In addition, the
Board has an Executive Committee and a Valuation Committee.

AUDIT COMMITTEE

    The Audit Committee reviews with management and the independent public
accountants for each series of the Trust, among other things, the scope of the
audit and the internal controls of each series and its agents, reviews and
approves in advance the type of services to be rendered by independent
accountants, recommends the selection of independent accountants for each series
of the Trust to the Board, reviews the independence of such firm and, in
general, considers and reports to the Board on matters regarding the accounting
and financial reporting practices for each series of the Trust.

    As suggested by the Advisory Group Report, the Trust's Audit Committee is
comprised of only Independent Trustees (all of whom serve on the committee),
meets privately with the independent accountants of each series of the Trust,
will receive annual representations from the accountants as to their

                                       9
<PAGE>
independence, and has a written charter that delineates the committee's duties
and powers.

COMMITTEE ON INDEPENDENT TRUSTEES

    The Board of Trustees of the Trust has a Committee on Independent Trustees,
comprised of all of the Independent Trustees, charged with the duty of making
all nominations of Independent Trustees, establishing Trustees' compensation
policies, retirement policies and fund ownership policies, reviewing Trustees'
affiliations and relationships annually, and periodically assessing and
reviewing evaluations of the Board of Trustees' effectiveness.

ATTENDANCE

    As noted above, the Trustees of the Trust conducted over 20 meetings in
calendar year 1999 to deal with fund matters, including various committee and
subcommittee meetings and special meetings of the Independent Trustees. The full
Board of Trustees of the Trust met nine times, the Audit Committee met two times
and the Committee on Independent Trustees met one time during calendar year
1999. Each then current Trustee attended 100% of the total meetings of the full
Board of Trustees held during calendar year 1999. In addition, each Independent
Trustee attended 100% of the total meetings of the Audit Committee and the
Committee on Independent Trustees held during that period.

HONORARY TRUSTEES

    Paul Bancroft III, Wilson Nolen, Thomas J. Devine and Robert G. Stone, Jr.
currently serve as Honorary Trustees 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. Honorary Trustees are
appointed by the Board of Trustees and will continue to serve in their present
capacities following the Reorganization.

                                       10
<PAGE>
OFFICERS

    The following persons are officers of the Trust:

<TABLE>
<CAPTION>
                                PRESENT OFFICE WITH THE TRUST
                                   PRINCIPAL OCCUPATION OR           YEAR FIRST BECAME
       NAME (AGE)                       EMPLOYMENT(1)                  AN OFFICER(2)
- ------------------------   ----------------------------------------  -----------------
<S>                        <C>                                       <C>
Linda C. Coughlin (48)     President; Managing Director of Scudder
                           Kemper                                           2000
John R. Hebble (41)        Treasurer; Senior Vice President of
                           Scudder Kemper                                   1998
Ann M. McCreary (43)       Vice President; Managing Director of
                           Scudder Kemper                                   1998
Kathleen T. Millard (39)   Vice President; Managing Director of
                           Scudder Kemper                                   1995
John Millette (37)         Vice President and Secretary; Vice
                           President of Scudder Kemper                      1999
Caroline Pearson (38)      Assistant Secretary; Senior Vice
                           President of Scudder Kemper; Associate,
                           Dechert Price & Rhoads (law firm) 1989
                           to 1997                                          1997
Kathryn L. Quirk (47)      Trustee, Vice President and Assistant
                           Secretary; Managing Director of Scudder
                           Kemper                                           1997
Lois R. Roman (35)         Vice President; Senior Vice President of
                           Scudder Kemper                                   1999
Robert Tymoczko (30)       Vice President; Senior Vice President of
                           Scudder Kemper; full-time student
                           (1995-1997)                                      1999
</TABLE>

- ------------------------

(1) Unless otherwise stated, all of the officers have been associated with their
    respective companies for more than five years, although not necessarily in
    the same capacity.

(2) The President, Treasurer and Secretary each holds office until his or her
    successor has been duly elected and qualified, and all other officers hold
    offices in accordance with the By-laws of the Corporation.

COMPENSATION OF TRUSTEES AND OFFICERS

    The Trust pays each Independent Trustee an annual Trustee's fee for each
series of the Trust plus specified amounts for Board and committee meetings
attended and reimburses for expenses related to Fund business.

                                       11
<PAGE>
    Each Independent Trustee receives an annual Trustee's fee of $3,500 per
fund. Each Independent Trustee also receives fees of $325 per fund for attending
each Board meeting, Audit Committee meeting or other meeting held for the
purpose of considering arrangements between the Trust and Scudder Kemper, or any
of its affiliates. Each Independent Trustee also receives $100 per fund for all
other committee meetings attended. The newly-constituted Board may determine to
change its compensation structure.

    The Independent Trustees are not entitled to benefits under any pension or
retirement plan. A one-time benefit will be provided to those Independent
Trustees who have volunteered to leave the Board prior to their normal
retirement date in order to facilitate the nomination of a consolidated board.
Inasmuch as Scudder Kemper will also benefit from the administrative
efficiencies of a consolidated board, Scudder Kemper has agreed to pay one-half
of the cost of this benefit. The remaining portion, ranging from $1,149 to
$1,628 per Trustee, will be paid by the Fund.

    Scudder Kemper supervises the Trust's investments, pays the compensation and
certain expenses of its personnel who serve as Trustees and officers of the
Trust and receives a management fee for its services. Several of the Trust's
officers and Trustees are also officers, directors, employees or stockholders of
Scudder Kemper and participate in the fees paid to that firm, although the Trust
does not make any direct payments to them other than for reimbursement of travel
expenses in connection with their attendance at certain Board and committee
meetings.

    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 each Trustee of the Trust
during calendar year 1999.

    COLUMN (3) Total compensation received by each Trustee from funds managed by
Scudder Kemper (collectively, the "Fund Complex") during calendar year 1999.

                                       12
<PAGE>
COMPENSATION TABLE

<TABLE>
<CAPTION>
                                       AGGREGATE        TOTAL COMPENSATION
                                      COMPENSATION      FROM FUND COMPLEX
TRUSTEES                           (NUMBER OF SERIES)    PAID TO TRUSTEE
- --------                           ------------------   ------------------
<S>                                <C>                  <C>
Sheryle J. Bolton                  $23,400 (4 series)   $179,860 (26 funds)
William T. Burgin                  $22,100 (4 series)   $160,325 (25 funds)
Keith R. Fox                       $22,100 (4 series)   $160,325 (25 funds)
William H. Luers                   $24,700 (4 series)   $212,596 (28 funds)
Joan E. Spero                      $24,700 (4 series)   $175,275 (25 funds)
Paul Bancroft III,*                $18,200 (4 series)   $159,991 (27 funds)
Honorary Trustee
Wilson Nolen,                      $     0 (4 series)   $  63,598 (6 funds)
Honorary Trustee
Robert G. Stone, Jr.,              $     0 (4 series)   $    9,000 (1 fund)
Honorary Trustee
Thomas J. Devine,                  $     0 (4 series)   $       0 (0 funds)
Honorary Trustee
</TABLE>

- ------------------------

*   Prior to November 1, 1999, Mr. Bancroft served as a Trustee of the Trust. As
    of November 1, 1999, Mr. Bancroft serves in the capacity of Honorary
    Trustee. The compensation in this table reflects any fees received by
    Mr. Bancroft in both capacities.

     THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE
                               FOR EACH NOMINEE.

 PROPOSAL 2: CHANGE IN THE FUND'S SUB-CLASSIFICATION FROM A DIVERSIFIED COMPANY
                          TO A NON-DIVERSIFIED COMPANY

    As described below, Scudder Kemper has recommended, and the Board has
approved, a change in the Fund's sub-classification from "diversified" to
"non-diversified." Scudder Kemper has indicated to the Board that this change is
necessary to enable the Fund to maintain its current investment strategy.

    The Fund's investment objective is to provide long-term growth of capital
through investment in selected stocks of the Russell 1000 Growth Index, an
unmanaged index of growth-oriented large company stocks (the "Index"). The
Fund's portfolio management team uses a proprietary computer model to weight the
stocks of companies in the Index (based on each company's growth prospects,
relative valuation, and price momentum) and then selects securities to create a
portfolio with weightings similar to those of the Index. Under normal

                                       13
<PAGE>
circumstances, at least 80% of the Fund's total assets are invested in the
stocks of companies in the Index.

    Over the past year, the number of companies in the Index that have an index
weight of 5% or greater has increased. As of May 1999, the only company that had
an index weight of greater than 5% was General Electric at 5.67%. As of
March 30, 2000, four companies (General Electric, Cisco, Intel and Microsoft)
each had an index weight of greater than 5%, accounting for approximately 23% of
the value of the Index. If this trend continues, as a diversified company (as
described below), the Fund may be forced to alter its investment strategy
because it would be unable to match or weight its investments in certain
securities in the Index given the diversification requirement described below.
Consequently, the Fund may have more difficulty maintaining performance results
similar to the Index as a diversified company than as a non-diversified company.
As a result, the Board recommends that Fund shareholders approve the Proposal to
change the Fund's sub-classification under Section 5(b) of the 1940 Act from
"diversified" to "non-diversified."

    As mentioned above, the Fund is currently sub-classified as a "diversified
company" under Section 5(b) of the 1940 Act. As a "diversified company," the
Fund must have at least 75% of the value of its total assets in cash and cash
items (including receivables), Government securities, securities of other
investment companies, and other securities limited with respect to any single
issuer to an amount not more than 5% of the Fund's total assets and not more
than 10% of such issuer's outstanding voting securities (the "75% Basket").

    For example, if the Fund's portfolio includes, at the time of purchase, a
security that constitutes 6% of the Fund's total assets, that position would be
excluded from the 75% basket. In addition, if shares of a security held by the
Fund constitute more than 10% of an issuer's outstanding voting securities, that
position would likewise be excluded from the 75% basket. This restriction is
designed to prevent funds that hold themselves out as diversified from being
tied too closely to the success of one or a few issuers. In addition, the
restriction is designed to prevent such funds from controlling portfolio
companies.

    As stated above, the Board recommends that Fund shareholders approve the
Proposal to change the Fund's sub-classification under Section 5(b) from
"diversified" to "non-diversified." If the shareholders approve the Proposal,
the Fund will no longer be required to comply with the diversification standards
outlined above. The Fund intends to continue to comply with the diversification
and other requirements of the Internal Revenue Code of 1986, as amended (the
"Code"), applicable to regulated investment companies so that the Fund will

                                       14
<PAGE>
not be subject to U.S. federal income taxes on its net investment income.(3)
Although the Fund will be subject to the diversification standards imposed by
the Code, a change in the Fund's sub-classification to a non-diversified
investment company will permit the Fund to invest in securities of fewer issuers
than is now the case.

    While investing a larger portion of the Fund's assets in fewer issuers may
prove beneficial when such companies outperform the market, larger investments
in fewer issuers will also magnify any negative performance by such portfolio
companies. In general, the Fund's net asset value may become more volatile.

    THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE IN
                           FAVOR OF THIS PROPOSAL 2.

     PROPOSAL 3: RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT
                                  ACCOUNTANTS

    The Board of the Trust, including a majority of the Independent Trustees,
has selected PricewaterhouseCoopers LLP to act as independent accountants of the
Fund for the Fund's current fiscal year. One or more representatives of
PricewaterhouseCoopers LLP are expected to be present at the Meeting and will
have an opportunity to make a statement if they so desire. Such representatives
are expected to be available to respond to appropriate questions posed by
shareholders or management.

    THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE IN
                           FAVOR OF THIS PROPOSAL 3.

- ------------------------
(3) In this regard, the applicable diversification requirements imposed by the
    Code provide that the Fund must diversify its holdings so that at the end of
    each quarter of the taxable year (i) at least 50% of the market value of the
    Fund's assets is represented by cash and cash items, U.S. government
    securities, the securities of other regulated investment companies and other
    securities, with such other securities of any one issuer limited for
    purposes of this calculation to an amount not greater than 5% of the value
    of the Fund's total assets and 10% of the outstanding voting securities of
    such issuer, and (ii) not more than 25% of the value of its total assets is
    invested in the securities of any one issuer (other than U.S. government
    securities or the securities of other regulated investment companies).

                                       15
<PAGE>
                             ADDITIONAL INFORMATION

GENERAL

    The cost of preparing, printing and mailing the enclosed proxy card(s) and
proxy statement and all other costs incurred in connection with the solicitation
of proxies, including any additional solicitation made by letter, telephone or
telegraph, will be paid by Scudder Kemper. In addition to solicitation by mail,
certain officers and representatives of the Trust, officers and employees of
Scudder Kemper and certain financial services firms and their representatives,
who will receive no extra compensation for their services, may solicit proxies
by telephone, telegram or personally.

    Any shareholder giving a proxy has the power to revoke it by mail (addressed
to the Secretary at the principal executive office of the Fund, c/o Scudder
Kemper Investments, Inc., at the address for the Fund shown at the beginning of
this Proxy Statement) or in person at the Meeting, by executing a superseding
proxy or by submitting a notice of revocation to the Fund. All properly executed
proxies received in time for the Meeting will be voted as specified in the proxy
or, if no specification is made, in favor of each Proposal.

    The presence at the shareholders' meeting, in person or by proxy, of the
holders of one-third of the shares entitled to be cast of the Trust (for a
Trust-wide vote) or the Fund (for a Fund-by-Fund vote) shall be necessary and
sufficient to constitute a quorum for the transaction of business. In the event
that the necessary quorum to transact business or the vote required to approve
any Proposal is not obtained at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting in accordance with applicable
law to permit further solicitation of proxies with respect to the Proposal that
did not receive the vote necessary for its passage or to obtain a quorum. Any
such adjournment as to a matter requiring a Trust-wide or a Fund-by-Fund vote
will require, respectively, the affirmative vote of the holders of a majority of
the Trust's or Fund's shares present in person or by proxy at the Meeting. The
persons named as proxies will vote in favor of any such adjournment those
proxies which they are entitled to vote in favor of that Proposal and will vote
against any such adjournment those proxies to be voted against that Proposal.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" will be treated as shares that
are present but which have not been voted. Broker non-votes are proxies received
by the Fund from brokers or nominees when the broker or nominee has neither
received instructions from the beneficial owner or other persons entitled to
vote nor has discretionary power to vote on a particular matter. Accordingly,
shareholders are urged to forward their voting instructions promptly.

                                       16
<PAGE>
    Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares of the Trust voting at the Meeting. Approval of Proposal 2 requires the
affirmative vote of a "majority of the outstanding voting securities" of the
Fund. The term "majority of the outstanding voting securities," as defined in
the 1940 Act, and as used in this Proxy Statement, means: the affirmative vote
of the lesser of (1) 67% of the voting securities of the Fund present at the
meeting if more than 50% of the outstanding voting securities of the Fund are
present in person or by proxy or (2) more than 50% of the outstanding voting
securities of the Fund. Approval of Proposal 3 requires the affirmative vote of
a majority of the shares of the Fund voting at the Meeting.

    Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for Proposal 1, and will have the effect of a
"no" vote on Proposals 2 and 3.

    Holders of record of the shares of the Fund at the close of business on
April 17, 2000 (the "Record Date"), as to any matter on which they are entitled
to vote, will be entitled to one vote per share on all business of the Meeting.
As of the Record Date, there were 2,017,166 shares of the Fund outstanding.

    Appendix 1 sets forth the beneficial owners of more than 5% of the shares of
any series of the Trust. To the best of the Trust's knowledge, as of
January 31, 2000, no person owned beneficially more than 5% of the outstanding
shares of any series of the Trust, except as set forth in Appendix 1.

    Appendix 2 hereto sets forth the number of shares of each series of the
Trust owned directly or beneficially by the Trustees of the Board and by the
nominees for election.

    Shareholder Communications Corporation ("SCC") has been engaged to assist in
the solicitation of proxies, at an estimated cost of $1,929. As the Meeting date
approaches, certain shareholders of the Fund may receive a telephone call from a
representative of SCC if their votes have not yet been received. Authorization
to permit SCC to execute proxies may be obtained by telephonic or electronically
transmitted instructions from shareholders of the Fund. Proxies that are
obtained telephonically will be recorded in accordance with the procedures set
forth below. The Trustees believe that these procedures are reasonably designed
to ensure that both the identity of the shareholder casting the vote and the
voting instructions of the shareholder are accurately determined.

    In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask for each shareholder's full name, address, social security or
employer identification number, title (if the shareholder is authorized to act
on behalf of an entity, such as a corporation), and the number of shares owned,
and

                                       17
<PAGE>
to confirm that the shareholder has received the proxy materials in the mail. If
the information solicited agrees with the information provided to SCC, then the
SCC representative has the responsibility to explain the process, read the
Proposals on the proxy card(s), and ask for the shareholder's instructions on
the Proposals. Although the SCC representative is permitted to answer questions
about the process, he or she is not permitted to recommend to the shareholder
how to vote, other than to read any recommendation set forth in the proxy
statement. SCC will record the shareholder's instructions on the card. Within 72
hours, the shareholder will be sent a letter or mailgram to confirm his or her
vote and asking the shareholder to call SCC immediately if his or her
instructions are not correctly reflected in the confirmation.

    If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone or electronically, the shareholder may still submit
the proxy card(s) originally sent with the proxy statement or attend in person.
Should shareholders require additional information regarding the proxy or
replacement proxy card(s), they may contact SCC toll-free at 1-800-603-1915. Any
proxy given by a shareholder is revocable until voted at the Meeting.

    Shareholders may also provide their voting instructions through telephone
touch-tone voting or Internet voting. These options require shareholders to
input a control number which is located on each voting instruction card. After
inputting this number, shareholders will be prompted to provide their voting
instructions on the Proposals. Shareholders will have an opportunity to review
their voting instructions and make any necessary changes before submitting their
voting instructions and terminating their telephone call or Internet link.
Shareholders who vote on the Internet, in addition to confirming their voting
instructions prior to submission, will also receive an e-mail confirming their
instructions.

PROPOSALS OF SHAREHOLDERS

    Shareholders wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to the Meeting, if any, should send their
written proposals to the Secretary of the Trust, c/o Scudder Kemper Investments,
Inc., at the address for the Trust shown at the beginning of this Proxy
Statement, within a reasonable time before the solicitation of proxies for such
meeting. The timely submission of a proposal does not guarantee its inclusion.

OTHER MATTERS TO COME BEFORE THE MEETING

    No Trustee is aware of any matters that will be presented for action at the
Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will

                                       18
<PAGE>
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in accordance with their best judgment in the interest of the Trust and/
or Fund.

    PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) (OR TAKE
ADVANTAGE OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES) PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

                                 By Order of the Board,

                                 /s/ John Millette

                                 John Millette
                                 Secretary

                                       19
<PAGE>
                                   APPENDIX 1
                        BENEFICIAL OWNERS OF FUND SHARES

    As of January 31, 2000, 94,034 shares in the aggregate, or 5.49% of the
outstanding shares, of VALUE FUND -- CLASS A SHARES were held in the name of
National Financial Services Corp., 200 Liberty Street, New York, NY 10281, who
may be deemed to be the beneficial owner of certain of these shares.

    As of January 31, 2000, 123,383 shares in the aggregate, or 7.21% of the
outstanding shares, of VALUE FUND -- CLASS A SHARES were held in the name of
Donaldson, Lufkin & Jenrette Securities Corp., P.O. Box 2052, Jersey City, NJ
07303, who may be deemed to be the beneficial owner of certain of these shares.

    As of January 31, 2000, 116,233 shares in the aggregate, or 9.24% of the
outstanding shares, of VALUE FUND -- CLASS B SHARES were held in the name of
National Financial Services Corp., 200 Liberty Street, New York, NY 10281, who
may be deemed to be the beneficial owner of certain of these shares.

    As of January 31, 2000, 164,596 shares in the aggregate, or 13.08% of the
outstanding shares, of VALUE FUND -- CLASS B SHARES were held in the name of
Donaldson, Lufkin & Jenrette Securities Corp., P.O. Box 2052, Jersey City, NJ
07303, who may be deemed to be the beneficial owner of certain of these shares.

    As of January 31, 2000, 17,557 shares in the aggregate, or 6.25% of the
outstanding shares, of VALUE FUND -- CLASS C SHARES were held in the name of
National Financial Services Corp., 200 Liberty Street, New York, NY 10281, who
may be deemed to be the beneficial owner of certain of these shares.

    As of January 31, 2000, 24,223 shares in the aggregate, or 8.62% of the
outstanding shares, of VALUE FUND -- CLASS C SHARES were held in the name of
Donaldson, Lufkin & Jenrette Securities Corp., P.O. Box 2052, Jersey City, NJ
07303, who may be deemed to be the beneficial owner of certain of these shares.

SCUDDER KEMPER'S OWNERSHIP OF FUND SHARES

    Certain accounts for which Scudder Kemper acts as investment adviser owned
831,978 shares in the aggregate, or 5.33% of the outstanding shares, of VALUE
FUND -- SCUDDER SHARES on January 31, 2000. Scudder Kemper may be deemed to be
the beneficial owner of such shares, but disclaims any beneficial ownership in
such shares.

                                       20
<PAGE>
                                   APPENDIX 2
                   FUND SHARES OWNED BY NOMINEES AND TRUSTEES

Many of the nominees and Trustees own shares of the series of the Trust and of
other funds in the Scudder Family of Funds and AARP Funds, allocating their
investments among such funds based on their individual investment needs. The
following table sets forth, for each nominee and Trustee, the number of shares
owned in each series of the Trust as of January 31, 2000. The information as to
beneficial ownership is based on statements furnished to the Trust by each
nominee and Trustee. Unless otherwise noted, beneficial ownership is based on
sole voting and investment power. Each nominee's and Trustee's individual
shareholdings of any series of the Trust constitute less than 1% of the
outstanding shares of such fund. As a group, the Trustees and officers own less
than 1% of the shares of any series of the Trust.

<TABLE>
<CAPTION>
                                                         SCUDDER LARGE      SCUDDER SELECT    SCUDDER SELECT
                                                      COMPANY VALUE FUND       500 FUND      1000 GROWTH FUND    VALUE FUND*
                                                      -------------------   --------------   -----------------   -----------
<S>                                                   <C>                   <C>              <C>                 <C>
Henry P. Becton, Jr. (1)............................           115(4)             389(6)            137(8)             87(10)
Sheryle J. Bolton (1)...............................           548                  0                 0             2,336
William T. Burgin (1)...............................         4,575                  0                 0                 0
Linda C. Coughlin (1)...............................             0                  0                 0               171
Dawn-Marie Driscoll (1).............................            37                 75                66               453
Edgar R. Fiedler (1)................................             0                  0                 0                 0
Keith R. Fox (1)....................................           509                780               689               618
William H. Luers (1)................................             0                  0                 0                 0
Kathryn L. Quirk (2)................................           331                  0                 0                 0
Joan Edelman Spero (2)..............................            38                 78                69                43
Jean Gleason Stromberg (2)..........................             0                  0                 0                 0
Jean C. Tempel (1)..................................             0                  0                 0                 0
Steven Zaleznick (3)................................             0                  0                 0                 0
All Trustees and Officers as a Group................        26,187(5)           1,322(7)            961(9)          3,708(11)
</TABLE>

- ------------------------------

*   Ownership of shares of Value Fund is in the Scudder Shares class of the
    Fund.

(1) Total aggregate holdings in each series of the Trust listed and all other
    funds in the Scudder Family of Funds and AARP Funds were over $100,000.

(2) Total aggregate holdings in each series of the Trust listed and all other
    funds in the Scudder Family of Funds and AARP Funds ranged between $50,000
    and $100,000.

                                       21
<PAGE>
(3) Total aggregate holdings in each series of the Trust listed and all other
    funds in the Scudder Family of Funds and AARP Funds were $0.

(4) Mr. Becton's shares in Scudder Large Company Value Fund are held with sole
    investment but no voting power. Shares held with sole investment but no
    voting power are shares held in profit sharing and 401(k) plans for which
    Scudder Kemper serves as trustee.

(5) As a group, as of January 31, 2000, the Trustees and officers of Scudder
    Large Company Value Fund held 6,038 shares with sole voting and investment
    power, and 20,149 shares with sole investment but no voting power. Shares
    held with sole investment but no voting power are shares held in profit
    sharing and 401(k) plans for which Scudder Kemper serves as trustee.

(6) Mr. Becton's shares in Scudder Select 500 Fund are held with sole investment
    but no voting power. Shares held with sole investment but no voting power
    are shares held in profit sharing and 401(k) plans for which Scudder Kemper
    serves as trustee.

(7) As a group, as of January 31, 2000, the Trustees and officers of Scudder
    Select 500 Fund held 933 shares with sole voting and investment power, and
    389 shares with sole investment but no voting power. Shares held with sole
    investment but no voting power are shares held in profit sharing and 401(k)
    plans for which Scudder Kemper serves as trustee.

(8) Mr. Becton's shares in Scudder Select 1000 Growth Fund are held with sole
    investment but no voting power. Shares held with sole investment but no
    voting power are shares held in profit sharing and 401(k) plans for which
    Scudder Kemper serves as trustee.

(9) As a group, as of January 31, 2000, the Trustees and officers of Scudder
    Select 1000 Growth Fund held 824 shares with sole voting and investment
    power, and 137 shares with sole investment but no voting power. Shares held
    with sole investment but no voting power are shares held in profit sharing
    and 401(k) plans for which Scudder Kemper serves as trustee.

(10) Mr. Becton's shares in Value Fund are held with sole investment but no
    voting power. Shares held with sole investment but no voting power are
    shares held in profit sharing and 401(k) plans for which Scudder Kemper
    serves as trustee.

(11) As a group, as of January 31, 2000, the Trustees and officers of Value Fund
    held 3,621 shares with sole voting and investment power, and 87 shares with
    sole investment but no voting power. Shares held with sole investment but no
    voting power are shares held in profit sharing and 401(k) plans for which
    Scudder Kemper serves as trustee.

                                       22
<PAGE>
    For more information, please call Shareholder Communications
    Corporation, your Fund's information agent at 1-800-603-1915.

                                                                  SD Select 1000


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