<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
INVESTMENT TRUST
VALUE EQUITY TRUST
GLOBAL/INTERNATIONAL FUND, INC.
(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:
<PAGE>
(4) Date Filed:
<PAGE>
SCUDDER INVESTMENT LOGO
IMPORTANT NEWS FOR
CLASSIC GROWTH FUND
GLOBAL DISCOVERY FUND
VALUE 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 two proposals: The election of a new Board of
Trustees/Directors, 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/DIRECTORS?
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, can more
effectively represent shareholder interests. THE BOARD OF YOUR FUND
UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH NOMINEE.
Q: WHEN WILL THE NEW BOARD TAKE OFFICE?
A: The new Board is expected to take office immediately following the
shareholder vote.
<PAGE>
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 18, 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
Edmond D. Villani
Chief Executive Officer
Scudder Kemper Investments, Inc.
/s/ Nicholas Bratt /s/ Linda C. Coughlin
Nicholas Bratt Linda C. Coughlin
President President
Global/ International Fund, Inc. Value Equity Trust
(all Series except Scudder Global Investment Trust
Fund)
</TABLE>
<PAGE>
CLASSIC GROWTH FUND
GLOBAL DISCOVERY FUND
VALUE FUND
-----------------------------
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
Please take notice that Special Meetings of Shareholders (each a "Meeting")
of each of Classic Growth Fund, Global Discovery Fund and Value Fund (each a
"Fund" and, collectively, the "Funds"), each a series of Investment Trust (a
"Trust"), Global/International Fund, Inc. (the "Corporation") and Value Equity
Trust (a "Trust" and, together with Investment Trust, the "Trusts"),
respectively, 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: For each Trust and the Corporation, to elect
Trustees/Directors; and
PROPOSAL 2: To ratify the selection of PricewaterhouseCoopers LLP as
the independent accountants for each 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 a Meeting or any adjournments thereof.
Holders of record of shares of each 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 with respect to
one or more Funds, 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 concerned 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 Boards,
/s/ John Millette
John Millette
Secretary
April 18, 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 MEETINGS AND VOTE YOUR SHARES IN PERSON
AT THAT TIME, YOU WILL STILL BE ABLE TO DO SO.
<PAGE>
INVESTMENT TRUST
CLASSIC GROWTH FUND
VALUE EQUITY TRUST
VALUE FUND
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
--------------------------
GLOBAL/INTERNATIONAL FUND, INC.
GLOBAL DISCOVERY FUND
345 PARK AVENUE
NEW YORK, NEW YORK 10154
--------------------------
JOINT PROXY STATEMENT
--------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees/Directors (the "Board," the Trustees/Directors
of each of which are referred to as the "Trustees/Directors" of the relevant
Board) of each of the Trusts/Corporation listed above (each Trust is a "Trust,"
collectively, the "Trusts" and the Corporation is the "Corporation") for use at
the Special Meeting of Shareholders of each of the following series of the
Trusts/Corporation: Classic Growth Fund of Investment Trust, Global Discovery
Fund of Global/International Fund, Inc. and Value Fund of Value Equity Trust
(each such series is referred to herein as a "Fund" and, collectively, the
"Funds"), to be held jointly at the offices of Scudder Kemper
Investments, Inc., investment manager to each Fund ("Scudder Kemper" or the
"Investment Manager"), 13th Floor, Two International Place, Boston,
Massachusetts 02110-4103, on July 13, at 3:00 p.m., Eastern time, and at any and
all adjournments thereof (each a "Meeting"). This Proxy Statement, the Notice of
Meetings and the proxy card(s) are first being mailed to shareholders on or
about April 18, 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
Funds whose proxy statement this is. In addition, for simplicity, actions are
described in this Proxy Statement as being taken by a Fund that is a series of a
Trust or the Corporation, although all actions are actually taken by the
respective Trust or Corporation on behalf of the applicable Fund.
EACH 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
<PAGE>
REPORT FOR A 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 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.
PROPOSAL 1: ELECTION OF TRUSTEES/DIRECTORS
At each Meeting, as part of the overall restructuring effort outlined above,
shareholders of each Trust/Corporation will be asked to elect nine individuals
to constitute the Board of Trustees/Directors of that Trust/Corporation. These
individuals were nominated after a careful and deliberate selection process by
the present Board of Trustees/Directors of each Trust/Corporation. The nominees
for election, who are listed below, include seven persons who currently serve as
Independent Trustees/Directors (as defined below) of the respective
Trust/Corporation or as independent trustees/directors of other no-load funds
advised by Scudder Kemper and who have no affiliation with Scudder Kemper
2
<PAGE>
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 the open-end, directly-distributed, no-load Scudder Funds.
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 each Board of Trustees/Directors 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 Funds
and Scudder Kemper.
Election of each of the listed nominees for Trustee/Director on each Board
requires the affirmative vote of a plurality of the votes cast at the Meeting
applicable to a Trust/Corporation, 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/Director so elected will serve as a Trustee/Director
of the respective Trust/Corporation until the next meeting of shareholders, if
any, called for the purpose of electing Trustees/Directors and until the
election and qualification of a successor or until such Trustee/Director sooner
dies, resigns or is removed as provided in the governing documents of each
Trust/Corporation. Each of the nominees has indicated that he or she is willing
to serve as a Trustee/Director. 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/ Directors may recommend. The following paragraphs and table set forth
information concerning the nominees and the Trustees/Directors not standing for
re-election. Each nominee's or Trustee's/Director's age is in parentheses after
his or her name. Unless otherwise noted, (i) each of the nominees and Trustees/
Directors 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/DIRECTORS:
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
3
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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 is currently a Trustee of
Investment Trust and has served as a trustee or director of various mutual funds
advised by Scudder Kemper since 1990.
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 is currently a Trustee of Investment Trust and 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
4
<PAGE>
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 is currently a Trustee of
Investment Trust and 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 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
5
<PAGE>
and Facts On File, as well as a former director of over twenty companies.
Mr. Fox is currently a Trustee of Value Equity Trust and a Director of Global/
International Fund, Inc. 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 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 Value Equity Trust and a Director of Global/International
Fund, Inc. 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.
6
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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 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 is currently a Trustee of Investment
Trust and 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
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TRUSTEES/DIRECTORS NOT STANDING FOR RE-ELECTION:
<TABLE>
<CAPTION>
PRESENT OFFICE WITH EACH TRUST/CORPORATION;
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME (AGE) AND DIRECTORSHIPS
- ---------- -------------------------------------------
<S> <C>
Sheryle J. Bolton (53).......... Trustee, Value Equity Trust; Director,
Global/International Fund, Inc.; CEO and
Director, Scientific Learning Corporation.
Ms. Bolton serves on the boards of various
trusts or corporations whose funds are
advised by Scudder Kemper.
William T. Burgin (56).......... Trustee, Value Equity Trust; Director,
Global/International Fund, Inc.; General
Partner, Bessemer Venture Partners.
Mr. Burgin serves on the boards of various
trusts or corporations whose funds are
advised by Scudder Kemper.
Peter B. Freeman (67)........... Trustee, Investment Trust; Corporate
Director and Trustee. Mr. Freeman serves on
the boards of various trusts or
corporations whose funds are advised by
Scudder Kemper.
George M. Lovejoy, Jr. (69)..... Trustee, Investment Trust; President and
Director, Fifty Associates (real estate
corporation). Mr. Lovejoy serves on the
boards of various trusts or corporations
whose funds are advised by Scudder Kemper.
William H. Luers (70)........... Trustee, Value Equity Trust; Director,
Global/International Fund, Inc.; Chairman
and President, United Nations Association
of America. Mr. Luers serves on the boards
of various trusts or corporations whose
funds are advised by Scudder Kemper.
</TABLE>
8
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<TABLE>
<CAPTION>
PRESENT OFFICE WITH EACH TRUST/CORPORATION;
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME (AGE) AND DIRECTORSHIPS
- ---------- -------------------------------------------
<S> <C>
Wesley W. Marple, Jr. (68)...... Trustee, Investment Trust; Professor of
Business Administration, Northeastern
University, College of Business
Administration. Mr. Marple serves on the
boards of various trusts or corporations
whose funds are advised by Scudder Kemper.
Kathryn L. Quirk (47)*.......... Trustee, Vice President and Assistant
Secretary, Value Equity Trust and
Investment Trust; Director, Vice President
and Assistant Secretary, Global/
International Fund, Inc.; Managing Director
of Scudder Kemper. Ms. Quirk serves on the
boards of various trusts or corporations
whose funds are advised by Scudder Kemper.
</TABLE>
- ------------------------
* Nominee or Trustee/Director considered by the Trust/Corporation 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/Corporation, Scudder
Kemper or AARP because of his or her employment by Scudder Kemper or AARP,
and, in some cases, holding offices with the Trust/ Corporation.
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 Meetings is comprised
of two individuals who are considered "interested" Trustees/Directors, and seven
individuals who have no affiliation with Scudder Kemper or AARP and who are
called "independent" Trustees/Directors (the "Independent Trustees/ Directors").
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 Boards of Trustees/ Directors, if approved by shareholders,
nearly 78% will be Independent Trustees/Directors. The Independent
Trustees/Directors have been nominated solely by the current Independent
Trustees/Directors of the respective Trust/Corporation, a practice also favored
by the SEC. The Independent Trustees/Directors
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<PAGE>
have primary responsibility for assuring that a Trust/Corporation is managed in
the best interests of its shareholders.
The Trustees/Directors meet several times during the year to review the
investment performance of each Fund and other operational matters, including
policies and procedures designed to assure compliance with regulatory and other
requirements. In 1999, the Trustees/Directors of each Trust/Corporation
conducted over 20 meetings to deal with fund issues (including committee and
subcommittee meetings and special meetings of the Independent Trustees/
Directors). Furthermore, the Independent Trustees/Directors review the fees paid
to the Investment Manager and its affiliates for investment advisory services
and other administrative and shareholder services. The Trustees/Directors 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/Directors select independent
legal counsel to work with them in reviewing fees, advisory and other contracts
and overseeing fund matters. The Trustees/ Directors 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/Directors regularly meet privately with their counsel and other
advisors. In addition, the Independent Trustees/Directors 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 each Trust/Corporation has an Audit Committee and a Committee
on Independent Trustees/Directors, the responsibilities of which are described
below. In addition, each 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 applicable Trust/Corporation, 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 applicable Trust/Corporation 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 of each
series of the Trust/Corporation.
10
<PAGE>
As suggested by the Advisory Group Report, each Trust's/Corporation's Audit
Committee is comprised of only Independent Trustees/Directors (all of whom serve
on the Committee), meets privately with the independent accountants of each
series of each Trust/Corporation, will receive annual representations from the
accountants as to their independence, and has a written charter that delineates
the committee's duties and powers.
COMMITTEE ON INDEPENDENT TRUSTEES/DIRECTORS
The Board of Trustees/Directors of each Trust/Corporation has a Committee on
Independent Trustees/Directors, comprised of all of the Independent
Trustees/Directors, charged with the duty of making all nominations of
Independent Trustees/Directors, establishing Trustees'/Directors' compensation
policies, retirement policies and fund ownership policies, reviewing
Trustees'/Directors' affiliations and relationships annually, and periodically
assessing and reviewing evaluations of the Board of Trustees'/Directors'
effectiveness.
ATTENDANCE
As noted above, the Trustees/Directors of each Trust/Corporation 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/Directors. The full Board of each of Value Equity Trust and
Global/International Fund, Inc. met seven times, the Audit Committee met two
times and the Committee on Independent Trustees/Directors met one time during
calendar year 1999. The full Board of Investment Trust met nine times, the Audit
Committee met two times and the Committee on Independent Trustees met one time
during the same time period. Each then current Trustee/Director attended 100% of
the total meetings of each full Board, Audit Committee and Committee on
Independent Trustees/Directors on which he or she served as a regular member
that were held during calendar year 1999.
HONORARY DIRECTORS
Paul Bancroft III, William H. Gleysteen, Jr., Robert G. Stone, Jr. and
Thomas J. Devine currently serve as Honorary Trustees/Directors of Value Equity
Trust and Global/International Fund, Inc. Wilson Nolen also currently serves as
an Honorary Trustee of Value Equity Trust. Honorary Trustees/ Directors 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/Directors are appointed by each respective Board of Trustees/Directors.
11
<PAGE>
OFFICERS
The following persons are officers of each Trust/Corporation noted in the
table below:
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
TRUST/CORPORATION; TRUST/CORPORATION (YEAR
PRINCIPAL OCCUPATION OR FIRST BECAME AN
NAME (AGE) EMPLOYMENT(1) OFFICER)(2)
- ---------- ----------------------- -----------------------
<S> <C> <C>
Bruce F. Beaty (41).......... Vice President; Investment Trust (1995)
Managing Director of
Scudder Kemper
Nicholas Bratt (51).......... President (for Scudder Global/International
Emerging Markets Income Fund, Inc. (1985)
Fund, Global Discovery
Fund, Scudder Global
Bond Fund and Scudder
International Bond
Fund); Managing
Director of Scudder
Kemper
Jennifer P. Carter (37)...... Vice President; Vice Investment Trust (1999)
President of Scudder
Kemper
Linda C. Coughlin (48)....... Trustee and President; Investment Trust; Value
Managing Director of Equity Trust (2000)
Scudder Kemper
Susan E. Dahl (34)........... Vice President; Global/International
Managing Director of Fund, Inc. (1998)
Scudder Kemper
James Eysenbach (38)......... Vice President; Investment Trust (1999)
Managing Director of
Scudder Kemper
Jan C. Faller (33)........... Vice President; Vice Global/International
President of Scudder Fund, Inc. (1999)
Kemper
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
TRUST/CORPORATION; TRUST/CORPORATION (YEAR
PRINCIPAL OCCUPATION OR FIRST BECAME AN
NAME (AGE) EMPLOYMENT(1) OFFICER)(2)
- ---------- ----------------------- -----------------------
<S> <C> <C>
William F. Gadsden (45)...... Vice President; Investment Trust (1996)
Managing Director of
Scudder Kemper
John R. Hebble (41).......... Treasurer; Senior Vice Investment Trust; Value
President of Scudder Equity Trust;
Kemper Global/International
Fund, Inc. (1998)
William Holzer (50).......... President (for Scudder Global/International
Global Fund); Managing Fund, Inc. (1989)
Director of Scudder
Kemper
Valerie F. Malter (41)....... Vice President; Investment Trust (1995)
Managing Director of
Scudder
Ann M. McCreary (43)......... Vice President; Investment Trust; Value
Managing Director of Equity Trust;
Scudder Kemper Global/International
Fund, Inc. (1998)
Kathleen T. Millard (39)..... Vice President; Investment Trust
Managing Director of (1999); Value Equity
Scudder Kemper Trust (1995)
John Millette (37)........... Vice President and Investment Trust; Value
Secretary; Vice Equity Trust;
President of Scudder Global/International
Kemper Fund, Inc. (1999)
Gerald J. Moran (60)......... Vice President; Global/International
Managing Director of Fund, Inc. (1991)
Scudder Kemper
Caroline Pearson (38)........ Assistant Secretary; Investment Trust; Value
Senior Vice President Equity Trust;
of Scudder Kemper; Global/International
Associate, Dechert Fund, Inc. (1997)
Price & Rhoads (law
firm) 1989 to 1997
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
TRUST/CORPORATION; TRUST/CORPORATION (YEAR
PRINCIPAL OCCUPATION OR FIRST BECAME AN
NAME (AGE) EMPLOYMENT(1) OFFICER)(2)
- ---------- ----------------------- -----------------------
<S> <C> <C>
Kathryn L. Quirk (47)........ Trustee, Director, Vice Value Equity Trust,
President and Assistant Investment Trust
Secretary; Managing (1997); Global/
Director of Scudder International
Kemper Fund, Inc. (1984)
Lois R. Roman (35)........... Vice President; Senior Value Equity Trust
Vice President of (1999)
Scudder Kemper
M. Isabel Saltzman (45)...... Vice President; Global/International
Managing Director of Fund, Inc. (1995)
Scudder Kemper
Robert Tymoczko (30)......... Vice President; Senior Investment Trust; Value
Vice President of Equity Trust (1999)
Scudder Kemper;
full-time student
(1995-1997)
</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 each Trust/Corporation.
COMPENSATION OF TRUSTEES/DIRECTORS AND OFFICERS
Each Trust/Corporation pays each Independent Trustee/Director an annual
Trustee's/Director's fee for each series of the applicable Trust/Corporation
plus specified amounts for Board and committee meetings attended and reimburses
for expenses related to the business of any series of the Trust/Corporation. In
regards to Value Equity Trust and Global/International Fund, Inc., each
Independent Trustee/Director receives an annual Trustee's/Director's fee of
$3,500 per fund. Each Independent Trustee/Director of Value Equity Trust and
Global/ International Fund, Inc. 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/Corporation and
Scudder Kemper, or any of its affiliates. Each Independent Trustee/Director of
Value Equity Trust and Global/International Fund, Inc. also receives $100 per
fund for all other committee meetings attended. In regards to Investment Trust,
each
14
<PAGE>
Independent Trustee receives an annual Trustee's fee of $2,400 per fund if the
fund's total net assets do not exceed $100 million, $4,800 per fund if the
fund's total net assets exceed $100 million but do not exceed $1 billion and
$7,200 per fund if the fund's total net assets exceed $1 billion. The lead
Trustee for Investment Trust receives an additional annual retainer fee of $500
per fund. Each Independent Trustee of Investment Trust also receives fees of
$150 per fund for attending each Board meeting, Audit Committee meeting or other
meeting held for the purpose of considering arrangements between Investment
Trust and Scudder Kemper, or any of its affiliates. Each Independent Trustee of
Investment Trust also receives $75 per fund for all other committee meetings
attended. Each of the newly-constituted Boards may determine to change its
compensation structure.
The Independent Trustees/Directors of each Trust/Corporation are not
entitled to benefits under any pension or retirement plan. A one-time benefit
will be provided to those Independent Trustees/Directors 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 (i) $6,463 to $12,926 per Trustee for Classic Growth Fund; (ii)
$7,486 to $10,605 per Director for Global Discovery Fund; and (iii) $7,619 to
$10,794 per Trustee for Value Fund, will be paid by the applicable Fund.
Scudder Kemper supervises each Trust's/Corporation's investments, pays the
compensation and certain expenses of its personnel who serve as Trustees/
Directors and officers of each Trust/Corporation and receives a management fee
for its services. Several of each Trust's/Corporation's officers and Trustees/
Directors are also officers, directors, employees or stockholders of Scudder
Kemper and participate in the fees paid to that firm, although no Trust/
Corporation makes 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:
(1) All Trustees/Directors who receive compensation from one or both Trusts
and/or the Corporation.
(2) Aggregate compensation received by each Trustee/Director of each
Trust/Corporation during calendar year 1999.
(3) Total compensation received by each Trustee/Director from funds managed
by Scudder Kemper (collectively, the "Fund Complex") during calendar
year 1999.
15
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
GLOBAL/
INTERNATIONAL VALUE EQUITY
FUND, INC. INVESTMENT TRUST TRUST AGGREGATE FROM
(NUMBER OF (NUMBER OF (NUMBER OF FUND COMPLEX
TRUSTEES/DIRECTORS SERIES) SERIES) SERIES) (NUMBER OF FUNDS)
- ------------------ ------------------ ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Sheryle J. Bolton.... $ 38,000 (5 series) N/A $ 23,400 (4 series) $ 179,860 (26 funds)
William T. Burgin.... 36,375 (5 series) N/A 22,100 (4 series) 160,325 (25 funds)
Keith R. Fox......... 36,375 (5 series) N/A 22,100 (4 series) 160,325 (25 funds)
William H. Luers..... 39,625 (5 series) N/A 24,700 (4 series) 212,596 (28 funds)
Joan E. Spero........ 39,625 (5 series) N/A 24,700 (4 series) 175,275 (25 funds)
Paul Bancroft, III 31,500 (5 series) N/A 18,200 (4 series) 159,991 (27 funds)
(Honorary)*..........
Wm. H. Gleysteen, Jr. 0 N/A 0 19,933 (2 funds)
(Honorary)...........
Wilson Nolen N/A N/A 0 63,598 (6 funds)
(Honorary)...........
Robert G. Stone, Jr. 0 N/A 0 9,000 (1 fund)
(Honorary)...........
Thomas J. Devine 0 N/A 0 0
(Honorary)...........
Henry Becton, Jr..... N/A $ 31,110 (8 series) N/A 140,000 (30 funds)
Dawn-Marie Driscoll.. N/A 33,218 (8 series) N/A 150,000 (30 funds)
Peter B. Freeman..... N/A 34,134 (8 series) N/A 179,783 (46 funds)
Geo. M. Lovejoy, N/A 31,025 (8 series) N/A 153,200 (31 funds)
Jr...................
Wesley W. N/A 31,025 (8 series) N/A 140,000 (30 funds)
Marple Jr............
Jean C. Tempel....... N/A 31,025 (8 series) N/A 140,000 (30 funds)
</TABLE>
- ----------------------------------
* Prior to November 1, 1999, Mr. Bancroft served as a Director of
Global/International Fund, Inc. and as a Trustee of Value Equity Trust. As
of November 1, 1999, Mr. Bancroft serves in the capacity of Honorary
Trustee/Director of each such Trust/Corporation. The compensation in this
table reflects any fees received by Mr. Bancroft in both capacities.
THE TRUSTEES/DIRECTORS OF EACH BOARD UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
OF EACH FUND VOTE FOR EACH NOMINEE.
PROPOSAL 2: RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT
ACCOUNTANTS
The Board of each Trust/Corporation, including a majority of the Independent
Trustees/Directors, has selected PricewaterhouseCoopers LLP to act as
independent accountants of each Fund for the Fund's current fiscal year. One or
more representatives of PricewaterhouseCoopers LLP are expected to be present at
the Meetings 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/DIRECTORS OF EACH BOARD UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
OF EACH FUND VOTE IN FAVOR OF THIS PROPOSAL 2.
16
<PAGE>
ADDITIONAL INFORMATION
GENERAL
The cost for each Fund 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 for each will be borne by Scudder Kemper. In addition to
solicitation by mail, certain officers and representatives of each
Trust/Corporation, 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 Funds, c/o Scudder
Kemper Investments, Inc., at the address for each 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 any shareholders' meeting, in person or by proxy, of the
holders of one-third of the shares entitled to be cast of a Trust/Corporation
(for a Trust/Corporation-wide vote) or a 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 with respect to one or
more Funds, 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/Corporation-wide or a Fund-by-Fund vote will require, respectively, the
affirmative vote of the holders of a majority of the concerned
Trust's/Corporation'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 a 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 a 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
17
<PAGE>
matter. Accordingly, shareholders are urged to forward their voting instructions
promptly.
Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares of each Trust/Corporation voting at the Meeting. Approval of Proposal 2
requires the affirmative vote of a majority of the shares of each 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 Proposal 2. Shareholders of each Trust/Corporation will vote
together on Proposal 1 and shareholders of each Fund will vote separately with
respect to Proposal 2.
Holders of record of the shares of each 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.
Appendix 1 sets forth the number of shares outstanding for each Fund as of
March 20, 2000.
Appendix 2 sets forth the beneficial owners of more than 5% of the shares of
any series of a Trust/Corporation. To the best of each Trust's/Corporation's
knowledge, as of January 31, 2000, no person owned beneficially more than 5% of
the outstanding shares of any series of a Trust/Corporation, except as stated in
Appendix 2.
Appendix 3 hereto sets forth the number of shares of each series of each
Trust/Corporation owned directly or beneficially by the Trustees/Directors of
the relevant Board and by the nominees for election and, in the case of Global/
International Fund, Inc., the number of applicable Fund shares owned directly or
beneficially by its Presidents.
Shareholder Communications Corporation ("SCC") has been engaged to assist in
the solicitation of proxies, at an estimated cost of $95,370. As the Meeting
date approaches, certain shareholders of a 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 a Fund. Proxies
that are obtained telephonically will be recorded in accordance with the
procedures set forth below. The Trustees/Directors 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.
18
<PAGE>
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 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 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.
PRINCIPAL UNDERWRITERS AND ADMINISTRATOR
Scudder Investor Services, Inc. ("SIS"), Two International Place, Boston,
Massachusetts 02110, is the principal underwriter for the Scudder Shares class
of each Fund. Kemper Distributors, Inc. ("KDI"), 222 South Riverside Plaza,
Chicago, Illinois 60606, a subsidiary of Scudder Kemper, provides information
and administrative services for holders of the Class A, B and C Shares (the
"Kemper Shares") of each Fund. KDI is also the principal underwriter and
19
<PAGE>
distributor of each Fund's Kemper Shares and acts as agent of each Fund in the
sale of its Kemper Shares.
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to a Meeting, if any, should send their
written proposals to the Secretary of the applicable Trust/Corporation, c/o
Scudder Kemper Investments, Inc., at the address for the Trust/Corporation 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/Director is aware of any matters that will be presented for
action at a 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 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
each Trust/Corporation 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 BOARDS,
/s/ John Millette
John Millette
Secretary
20
<PAGE>
APPENDIX 1
FUND SHARES OUTSTANDING
The table below sets forth the number of shares outstanding for each Fund as
of March 20, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES
FUND OUTSTANDING
- ---- ----------------
<S> <C>
Classic Growth Fund -- Class A Shares................. 3,875,427
Classic Growth Fund -- Class B Shares................. 3,248,140
Classic Growth Fund -- Class C Shares................. 645,849
Classic Growth Fund -- Scudder Shares................. 6,518,092
Global Discovery Fund -- Class A Shares............... 3,686,895
Global Discovery Fund -- Class B Shares............... 2,373,129
Global Discovery Fund -- Class C Shares............... 666,294
Global Discovery Fund -- Scudder Shares............... 17,337,054
Value Fund -- Class A Shares.......................... 1,684,036
Value Fund -- Class B Shares.......................... 1,181,085
Value Fund -- Class C Shares.......................... 280,540
Value Fund -- Scudder Shares.......................... 14,271,529
</TABLE>
21
<PAGE>
APPENDIX 2
BENEFICIAL OWNERS OF FUND SHARES
GLOBAL/INTERNATIONAL FUND, INC.
As of January 31, 2000, 5,066,716 shares in the aggregate, or 22.59% of the
outstanding shares, of SCUDDER EMERGING MARKETS INCOME FUND were held in the
name of Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104, who may
be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 1,000,163 shares in the aggregate, or 6.13% of the
outstanding shares, of GLOBAL DISCOVERY FUND -- SCUDDER SHARES were held in the
name of Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104, who may
be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 223,297 shares in the aggregate, or 7.63% of the
outstanding shares, of GLOBAL DISCOVERY 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, 241,925 shares in the aggregate, or 8.27% of the
outstanding shares, of GLOBAL DISCOVERY FUND -- CLASS A SHARES were held in the
name of Oppenheimer & Co. Inc., 280 Park Avenue, New York, NY 10017, who may be
deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 156,638 shares in the aggregate, or 5.35% of the
outstanding shares, of GLOBAL DISCOVERY FUND -- CLASS A SHARES were held in the
name of National City Bank of PA, Trustee, P.O. Box 94984, Cleveland, OH 44101,
who may be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 123,641 shares in the aggregate, or 7.24% of the
outstanding shares, of GLOBAL DISCOVERY 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, 298,703 shares in the aggregate, or 17.51% of the
outstanding shares, of GLOBAL DISCOVERY 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.
22
<PAGE>
As of January 31, 2000, 39,803 shares in the aggregate, or 8.46% of the
outstanding shares, of GLOBAL DISCOVERY 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, 48,488 shares in the aggregate, or 10.31% of the
outstanding shares, of GLOBAL DISCOVERY 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.
As of January 31, 2000, 52,626 shares in the aggregate, or 11.19% of the
outstanding shares, of GLOBAL DISCOVERY FUND -- CLASS C SHARES were held in the
name of Wedbush Morgan Securities, Accounting Department, P.O. Box 30014, Los
Angeles, CA 90030, who may be deemed to be the beneficial owner of certain of
these shares.
As of January 31, 2000, 5,556,037 shares in the aggregate, or 10.50% of the
outstanding shares, of SCUDDER GLOBAL FUND were held in the name of Charles
Schwab, 101 Montgomery Street, San Francisco, CA 94104, who may be deemed to be
the beneficial owner of certain of these shares.
As of January 31, 2000, 580,012 shares in the aggregate, or 6.88% of the
outstanding shares, of SCUDDER GLOBAL BOND FUND were held in the name of Charles
Schwab, 101 Montgomery Street, San Francisco, CA 94104, who may be deemed to be
the beneficial owner of certain of these shares.
As of January 31, 2000, 1,518,034 shares in the aggregate, or 14.61% of the
outstanding shares, of SCUDDER INTERNATIONAL BOND FUND were held in the name of
Charles Schwab, 101 Montgomery Street, San Francisco, CA 94104, 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
2,219,985 shares in the aggregate, or 13.62% of the outstanding shares, of
GLOBAL DISCOVERY 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.
INVESTMENT TRUST
As of January 31, 2000, 2,396,540 shares in the aggregate, or 8.35% of the
outstanding shares, of CLASSIC GROWTH FUND -- SCUDDER SHARES were held in the
23
<PAGE>
name of Merrill Lynch, Pierce, Fenner & Smith, for the sole benefit of its
customers, 4800 Deer Lake Drive, Jacksonville, FL 32246, who may be deemed to be
the beneficial owner of certain of these shares.
As of January 31, 2000, 13,366,949 shares in the aggregate, or 5.47% of the
outstanding shares, of SCUDDER GROWTH AND INCOME FUND -- SCUDDER SHARES were
held in the name of Charles Schwab, 101 Montgomery Street, San Francisco, CA
94104, who may be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 39,313 shares in the aggregate, or 16.40% of the
outstanding shares, of SCUDDER TAX MANAGED GROWTH FUND 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, 33,507 shares in the aggregate, or 21.26% of the
outstanding shares, of SCUDDER TAX MANAGED SMALL COMPANY FUND were held in the
name of Donaldson, Lufkin & Jenrette Securities Corp., P.O. Box 2052, Jersey
City, NJ 0730300, who may be deemed to be the beneficial owner of certain of
these shares.
VALUE EQUITY TRUST
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
24
<PAGE>
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.
25
<PAGE>
APPENDIX 3
FUND SHARES OWNED BY NOMINEES AND TRUSTEES/DIRECTORS
Many of the nominees and Trustees/Directors own shares of the series of each
Trust/Corporation 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 tables set forth the number of shares of each
series of each Trust/Corporation owned directly or beneficially by the
Trustees/Directors of the relevant Board and by the nominees and, in the case of
Global/International Fund, Inc., the number of applicable Fund shares owned
directly or beneficially by its Presidents, as of January 31, 2000. The
information as to beneficial ownership is based on statements furnished to each
Trust/ Corporation by each nominee and Trustee/Director and each President of
Global/International Fund, Inc. Unless otherwise noted, beneficial ownership is
based on sole voting and investment power. Each nominee's and Trustee's/
Director's individual shareholdings of any series of each Trust/Corporation
constitute less than 1% of the shares outstanding of such fund. Unless otherwise
noted, as a group, the Trustees/Directors and officers own less than 1% of the
shares of any series of each Trust/Corporation.
GLOBAL/INTERNATIONAL FUND, INC.
<TABLE>
<CAPTION>
SCUDDER
EMERGING SCUDDER
MARKETS GLOBAL SCUDDER GLOBAL SCUDDER
INCOME DISCOVERY GLOBAL BOND INTERNATIONAL
FUND FUND* FUND FUND BOND FUND
--------- --------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Henry P. Becton, Jr.(1)... 256(4) 55(7) 641(9) 0 1,152(12)
Sheryle J. Bolton(1)...... 602 2,868 2,176 162 152
Nicholas Bratt+........... 6,144(5) 2,524 -- 0 0
William T. Burgin(1)...... 0 0 0 0 0
Linda C. Coughlin(1)...... 0 0 0 0 0
Dawn-Marie Driscoll(1).... 127 1,052 1,061 115 0
Edgar R. Fiedler(1)....... 70,156 0 0 0 0
Keith R. Fox(1)........... 545 276 332 593 544
William Holzer++.......... -- -- 18,286 -- --
William H. Luers(1)....... 0 0 0 667 1,184
Kathryn L. Quirk(2)....... 0 0 0 0 0
Joan Edelman Spero(2)..... 128 28 33 110 0
Jean Gleason
Stromberg(2)............ 0 0 0 0 0
Jean C. Tempel(1)......... 0 0 0 0 0
Steven Zaleznick(3)....... 0 0 0 0 0
All Directors and Officers
as a Group.............. 83,768(6) 41,103(8) 40,849(10) 35,382(11) 4,473(13)
</TABLE>
- ------------------------------
* Ownership of shares of Global Discovery Fund is in the Scudder Shares class
of the Fund.
+ Mr. Bratt's shares are shown only for those Funds for which he serves as
President.
++ Mr. Holzer's shares are shown only for those Funds for which he serves as
President.
26
<PAGE>
(1) Total aggregate holdings in each series of the Corporation 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 Corporation listed and all
other funds in the Scudder Family of Funds and AARP Funds ranged between
$50,000 and $100,000.
(3) Total aggregate holdings in each series of the Corporation listed and all
other funds in the Scudder Family of Funds and AARP Funds were $0.
(4) Mr. Becton's shares in Scudder Emerging Markets Income 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) Mr. Bratt's shares in Scudder Emerging Markets Income Fund include 641
shares held with sole investment and voting power and 5,503 shares held
with shared investment and voting power.
(6) As a group, as of January 31, 2000, the Directors and officers of Scudder
Emerging Markets Income Fund held 72,199 shares with sole voting and
investment power, 5,503 shares with shared investment and voting power, and
6,066 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.
(7) Mr. Becton's shares in Global Discovery 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.
(8) As a group, as of January 31, 2000, the Directors and officers of Global
Discovery Fund held 6,748 shares with sole voting and investment power and
34,355 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.
(9) Mr. Becton's shares in Scudder Global 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.
(10) As a group, as of January 31, 2000, the Directors and officers of Scudder
Global Fund held 20,828 shares with sole voting and investment power and
20,561 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.
(11) As a group, as of January 31, 2000, the Directors and officers of Scudder
Global Bond Fund held 1,647 shares with sole voting and investment power
and 33,735 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.
(12) Mr. Becton's shares in Scudder International Bond 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.
(13) As a group, as of January 31, 2000, the Directors and officers of Scudder
International Bond Fund held 1,880 shares with sole voting and investment
power and 2,593 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.
27
<PAGE>
INVESTMENT TRUST
<TABLE>
<CAPTION>
SCUDDER
SCUDDER SCUDDER SCUDDER SCUDDER SCUDDER TAX
DIVIDEND GROWTH LARGE REAL SCUDDER TAX MANAGED
CLASSIC & AND COMPANY ESTATE S&P 500 MANAGED SMALL
GROWTH GROWTH INCOME GROWTH INVESTMENT INDEX GROWTH COMPANY
FUND* FUND FUND* FUND* FUND FUND FUND FUND
-------- -------- -------- --------- ---------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Henry P. Becton,
Jr.(1)................. 629 885(5) 2,881(7) 2,489(11) 1,485(13) 534(15) 169 168
Linda C. Coughlin(1)..... 332 0 0 0 287 0 0 0
Dawn-Marie Driscoll(1)... 2,030 131 9,076(8) 1,852 125 256 423 420
Edgar R. Fiedler(1)...... 0 0 0 0 0 0 0 0
Peter B. Freeman(1)...... 651 20,836 5,141 428 567 304 423 420
Keith R. Fox(1).......... 0 0 0 0 0 0 0 0
George M. Lovejoy,
Jr.(1)................. 612 0 6,145(9) 421 478 0 634 841
Wesley W. Marple,
Jr.(1)................. 95 0 1,374 66 153 99 169 168
Kathryn L. Quirk(2)...... 0 0 0 0 0 0 0 0
Joan Edelman Spero(2).... 0 79 38 24 0 54 0 0
Jean Gleason
Stromberg(2)........... 0 0 0 0 0 0 0 0
Jean C. Tempel(1)........ 283 482 2,784 4,478 540 355 0 0
Steven Zaleznick(3)...... 0 0 0 0 0 0 0 0
All Trustees and Officers
as a Group............. 31,779(4) 22,413(6) 33,287(10) 12,474(12) 3,635(14) 1,602(16) 1,818 2,017(17)
</TABLE>
- ----------------------------------
* Ownership of shares of Classic Growth Fund, Scudder Growth and Income Fund
and Scudder Large Company Growth Fund is in the Scudder Shares class of the
applicable 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.
(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) As a group, as of January 31, 2000, the Trustees and officers of Classic
Growth Fund held 4,632 shares with sole voting and investment power, and
27,147 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.
(5) Mr. Becton's shares in Scudder Dividend & 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.
(6) As a group, as of January 31, 2000, the Trustees and officers of Scudder
Dividend & Growth Fund owned beneficially 1.16% of the outstanding shares
of Scudder Dividend & Growth Fund of which 21,528 shares are held with sole
voting and investment power, and 885 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.
(7) Mr. Becton's shares in Scudder Growth and Income Fund include 1,002 shares
with sole investment and voting power and 1,879 shares 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.
(8) Ms. Driscoll's shares in Scudder Growth and Income Fund include 3,231
shares with sole investment and voting power, 1,506 shares with shared
investment and voting power, and 4,339 shares 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.
28
<PAGE>
(9) Mr. Lovejoy's shares in Scudder Growth and Income 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.
(10) As a group, as of January 31, 2000, the Trustees and officers of Scudder
Growth and Income Fund held 15,077 shares with sole voting and investment
power, 1,506 shares with shared investment and voting power, and 16,704
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.
(11) Mr. Becton's shares in Scudder Large Company Growth Fund include 751
shares with sole investment and voting power and 1,738 shares 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.
(12) As a group, as of January 31, 2000, the Trustees and officers of Scudder
Large Company Growth Fund held 8,020 shares with sole voting and
investment power, and 4,454 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.
(13) Mr. Becton's shares in Scudder Real Estate Investment 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.
(14) As a group, as of January 31, 2000, the Trustees and officers of Scudder
Real Estate Investment Fund held 2,150 shares with sole voting and
investment power, and 1,485 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.
(15) Mr. Becton's shares in Scudder S&P 500 Index 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.
(16) As a group, as of January 31, 2000, the Trustees and officers of Scudder
S&P 500 Index Fund held 1,068 shares with sole voting and investment
power, and 534 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.
(17) As a group, as of January 31, 2000, the Trustees and officers owned
beneficially 1.28% of the outstanding shares of Scudder Tax Managed Small
Company Fund which were held with sole investment and voting power.
29
<PAGE>
VALUE EQUITY TRUST
<TABLE>
<CAPTION>
SCUDDER SCUDDER
LARGE SCUDDER SELECT
COMPANY SELECT 1000
VALUE 500 GROWTH VALUE
FUND FUND FUND 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.
(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.
30
<PAGE>
(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.
31
<PAGE>
For more information, please call Shareholder Communications
Corporation, your Fund's information agent at 1-800-603-1915.
SD Conversion
<PAGE>
FORM OF PROXY
<TABLE>
<S><C>
[LOGO] YOUR VOTE IS IMPORTANT!
[ADDRESS]
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-XXX-XXX-XXXX OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: XXX XXX XXX XXX XX *** PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
[FUND]
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 13, 2000
The undersigned hereby appoints John Millette, Kathryn L. Quirk and John R. Hebble, and each of them,
the proxies of the undersigned, with the power of substitution to each of them, to vote all shares of the
above-referenced fund (the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper Investments, Inc., Two International
Place, Boston, MA 02110, on July 13, 2000 at 3:00 p.m., Eastern time, and at any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
Dated ____________________________, 2000
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE YOUR FULL TITLE
AS SUCH.
-------------------------------------------
[NAME]
[ADDRESS]
-------------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S)
<PAGE>
[LOGO] YOUR VOTE IS IMPORTANT!
[ADDRESS]
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-XXX-XXX-XXXX OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A
PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED FOR APPROVAL OF THE PROPOSALS.
The proxy is solicited on behalf of the board of the fund. The board of trustees/directors recommends a
vote FOR the proposals.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR ALL WITHHOLD
NOMINEES AUTHORITY TO
LISTED VOTE FOR ALL
(EXCEPT AS NOMINEES LISTED
NOTED IN
SPACE
PROVIDED)
PROPOSAL 1
To elect Trustees/Directors to hold office until their respective / / / /
successors have been duly elected and qualified or until their earlier
resignation or removal.
NOMINEES:
(01) Henry P. Becton, Jr. (02) Linda C. Coughlin (03) Dawn-Marie Driscoll (04)
Edgar R. Fiedler (05) Keith R. Fox (06) Joan Edelman Spero (07) Jean Gleason
Stromberg (08) Jean C. Tempel (09) Steven Zaleznick
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NAME(S) ON THE LINE IMMEDIATELY BELOW.
- -----------------------------------------------------------------------------
PROPOSAL 2 FOR AGAINST ABSTAIN
- ----------
To ratify the selection of PricewaterhouseCoopers LLP as the Fund's / / / / / /
independent accountants for the current fiscal year.
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING
AND ANY ADJOURNMENTS THEREOF.
PLEASE SIGN ON REVERSE SIDE
</TABLE>
