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:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[ ] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] 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:
(4) Date Filed:
<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:
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.
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,
[Signature]
John Millette
Secretary
[date]
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
VALUE EQUITY TRUST
Two International Place
Boston, Massachusetts 02110
GLOBAL/INTERNATIONAL FUND, INC.
345 Park Avenue
New York, New York
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
on 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 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, on July 13, at
3:00 p.m., Eastern time, and at any and all adjournments thereof (each a
"Meeting").
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 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 proposed for other funds that have not gathered enough
assets to operate efficiently and have, in turn, 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 most of the no-load funds advised by
Scudder Kemper 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 or the American Association of Retired Persons ("AARP"). The
nominees listed below are also being nominated for election as
trustees/directors of most of the other no-load funds advised by Scudder Kemper.
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 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 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 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 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 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 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 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 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. has served as a trustee 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 SEC'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 SEC'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 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 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 the AARP, which included tax
and legal matters affecting non-profit organizations, contract negotiations,
publication review and public policy litigation. In 1979, he joined the 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.
TRUSTEES/DIRECTORS NOT STANDING FOR RE-ELECTION:
- --------------------------------------------------------------------------------
Present Office with each
Trust/Corporation;
NAME (AGE) Principal Occupation or Employment
and Directorships
- --------------------------------------------------------------------------------
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 an additional 3 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 an additional 2 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 an additional
13 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 an additional
11 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 an additional
4 trusts or corporations whose funds
are advised by Scudder Kemper.
- --------------------------------------------------------------------------------
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 an additional
10 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 an
additional 16 trusts or corporations
whose funds are advised by Scudder
Kemper.
- --------------------------------------------------------------------------------
* 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 nominees proposed for election at the Meetings consist of two individuals
who are considered "interested" Trustees/Directors, and seven individuals who
have no affiliation with Scudder Kemper and who are called "independent"
Trustees/Directors (the "Independent Trustees/Directors"). 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 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/Director's 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 Funds' independent
public accountants, among other things, the scope of the audit and the internal
controls of each Fund and its agents, reviews and approves in advance the type
of services to be rendered by independent accountants, recommends the selection
of independent accountants for the Funds to the Board, reviews the independence
of such firm and, in general, considers and reports to the Board on matters
regarding each Fund's accounting and financial reporting practices.
As suggested by the Advisory Group Report, each Trust's/Corporation's Audit
Committee is comprised of the Independent Trustees/Directors, 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 solely of 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 Boards 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 and each above-named committee on which he
or she served as a regular member that were held during that period.
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 currently
serves as an additional 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.
Officers
The following persons are officers of each Trust/Corporation noted in the
table below:
- -------------------------------------------------------------------------------
Trust/Corporation
Principal Occupation or (Year First Became An
Name (Age) Employment (1) Officer) (2)
- ---------- ---------- --------
- -------------------------------------------------------------------------------
Bruce F. Beaty (41) Vice President; Managing Investment Trust (1995)
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;
Managing Director of Value Equity Trust
Scudder Kemper (2000)
- -------------------------------------------------------------------------------
James Eysenbach (38) Vice President; Managing Investment Trust (1999)
Director of Scudder
Kemper
- -------------------------------------------------------------------------------
Jan C. Faller (33) Vice President; Vice Global/International
President, Scudder Kemper Fund, Inc. (1999)
- -------------------------------------------------------------------------------
William F. Gadsden (45) Vice President; Managing Investment Trust (1996)
Director of Scudder
Kemper
- -------------------------------------------------------------------------------
John R. Hebble (41) Treasurer; Senior Vice Investment Trust;
President of Scudder Value Equity Trust;
Kemper Global/International
Fund, Inc. (1998)
- -------------------------------------------------------------------------------
William Holzer (50) President (for Scudder Global/International
Global Fund); Principal Fund, Inc. (1989)
and Managing Director of
Scudder Kemper
- -------------------------------------------------------------------------------
Valerie F. Malter (41) Vice President; Managing Investment Trust (1995)
Director of Scudder
- -------------------------------------------------------------------------------
Ann M. McCreary (43) Vice President; Managing Investment Trust;
Director of Scudder Value Equity Trust;
Kemper Global/International
Fund, Inc. (1998)
- ------------------------------------------------------------------------------
Kathleen T. Millard (40) Vice President; Managing Investment Trust
Director of Scudder (1999); Value Equity
Kemper Trust (1995)
- -------------------------------------------------------------------------------
John Millette (38) Vice President and Investment Trust;
Secretary; Vice President Value Equity Trust;
of Scudder Kemper Global/International
Fund, Inc. (1999)
- -------------------------------------------------------------------------------
Gerald J. Moran (60) Vice President; Senior Global/International
Vice President of Scudder Fund, Inc. (1991)
Kemper
- -------------------------------------------------------------------------------
Caroline Pearson (38) Assistant Secretary; Investment Trust;
Senior Vice President of Value Equity Trust;
Scudder Kemper; Global/International
Associate, Dechert Price Fund, Inc. (1997)
& Rhoads (law firm) 1989
to 1997
- -------------------------------------------------------------------------------
Kathryn L. Quirk (47) Trustee, Director, Vice Investment Trust
President and Assistant (1997);
Secretary; Managing Global/International
Director of Scudder Kemper Fund, Inc. (1984)
- -------------------------------------------------------------------------------
Lois R. Roman (35) Vice President; Senior Value Equity Trust
Vice President of Scudder (1999)
Kemper
- -------------------------------------------------------------------------------
M. Isabel Saltzman (45) Vice President; Managing Global/International
Director of Scudder Fund, Inc. (1995)
Kemper
- -------------------------------------------------------------------------------
Robert Tymoczko (30) Senior Vice President; Investment Trust;
Assistant Vice President Value Equity Trust
of Scudder Kemper (1999)
- -------------------------------------------------------------------------------
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/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 Global/International Fund, Inc. and Value Equity Trust, each
Independent Trustee/Director receives an annual Trustee's/Director's fee of
$3,500 per fund. Each Independent Trustee/Director of Global/International Fund,
Inc. and Value Equity Trust 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 other affiliates. Each Independent Trustee/Director of
Global/International Fund, Inc. and Value Equity Trust also receives $100 per
fund for all other committee meetings attended. In regards to Investment Trust,
each 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 the Investment
Trust and Scudder Kemper, or any of its other 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. It is currently
anticipated that 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.
The amount of such benefit has not been finally determined, but is expected to
be based on a Trustee's/Director's years of service and remaining years to
normal retirement. [Further detail to be provided when available.] [Inasmuch as
Scudder Kemper will also benefit from the administrative efficiencies of a
consolidated board, Scudder Kemper has agreed to bear one-half of the cost of
any such benefit.]
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 the 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 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.
Compensation Table
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Global Investment Trust Value Equity Aggregate From
Trustees/Directors /International (number of funds) Trust (number of Fund Complex
Fund, Inc. funds) (number of funds)
(number of funds)
- -------------------------------------------------------------------------------------------
Sheryle J. Bolton 38,000 (5 $ N/A $23,400 (4 $179,860 (26
funds) funds) funds)
- -------------------------------------------------------------------------------------------
William T. Burgin 36,375 (5 N/A 22,100 (4 160,325 (25
funds) funds) funds)
- -------------------------------------------------------------------------------------------
Keith R. Fox 36,375 (5 N/A 22,100 (4 160,325 (25
funds) funds) funds)
- -------------------------------------------------------------------------------------------
William H. Luers 39,625 (5 N/A 24,700 (4 212,596 (28
funds) funds) funds)
- -------------------------------------------------------------------------------------------
Joan E. Spero 39,625 (5 N/A 24,700 (4 175,275 (25
funds) funds) funds)
- -------------------------------------------------------------------------------------------
Paul Bancroft, III 31,500 (5 N/A 18,200 (4 159,991 (27
(Honorary)* funds) funds) funds)
- -------------------------------------------------------------------------------------------
Wm H. Gleysteen, 0 N/A 0 19,933 (2
Jr. (Honorary) funds)
- -------------------------------------------------------------------------------------------
Wilson Nolen N/A N/A 0 63,598 (6
(Honorary) funds)
- -------------------------------------------------------------------------------------------
Robert G. Stone, 0 N/A 0 9,000 (1 fund)
Jr. (Honorary)
- -------------------------------------------------------------------------------------------
Thomas J. Devine 0 N/A 0 0
(Honorary)
- -------------------------------------------------------------------------------------------
Henry Becton, Jr. N/A 31,110 (8 N/A 140,000 (30
funds) funds)
- -------------------------------------------------------------------------------------------
Dawn-Marie N/A 33,218 (8 N/A 150,000 (30
Driscoll funds) funds)
- -------------------------------------------------------------------------------------------
Peter B. Freeman N/A 34,134 (8 N/A 179,783 (57
funds) funds)
- -------------------------------------------------------------------------------------------
Geo. M. Lovejoy, N/A 31,025 (8 N/A 153,200 (31
Jr. funds) funds)
- -------------------------------------------------------------------------------------------
Wesley W. Marple N/A 31,025 (8 N/A 140,000 (30
Jr. funds) funds)
- -------------------------------------------------------------------------------------------
Jean C. Tempel N/A 31,025 (8 N/A 140,000 (30
funds) 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. 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.
ADDITIONAL INFORMATION
General
Each Fund will pay its own allocable shares of the cost of preparing,
printing and mailing the enclosed proxy card 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, except that
Scudder Kemper will bear any such expenses in excess of $________ (approximately
$_______ per share), based on December 31, 1999 net assets for each Fund). 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.
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. 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 (for a Trust/Corporation-wide vote) or Fund's (for a Fund
by Fund vote) shares present in person or by proxy at the Meeting. The persons
named as proxies will vote in favor of 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 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.
As of March 20, 2000, there were __ shares of Classic Growth Fund outstanding,
__ shares of Global Discovery Fund outstanding and ___ shares of Value Fund
outstanding.
Appendix 1 sets forth the beneficial owners of at least 5% of a Fund's
shares. To the best of each Trust's/Corporation's knowledge, as of January 31,
2000, no person owned beneficially more than 5% of any Fund's outstanding
shares, except as stated in Appendix 1.
Appendix 2 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 $95,370.49. 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.
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, 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 originally sent with the proxy statement or attend in person.
Should shareholders require additional information regarding the proxy or
replacement proxy cards, 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 the Kemper Class A, B and C Shares (the "Kemper
Shares") shareholders of each Fund. KDI is also the principal underwriter and
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 the Meeting, if any, should
send their written proposals to the Secretary of the Trust/Corporation, c/o
Scudder Kemper Investments, Inc., at the address for each 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,
[John Millette signature]
John Millette
Secretary
<PAGE>
APPENDIX 1
Beneficial Owners of Fund Shares
<PAGE>
APPENDIX 2
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 table sets forth, for each nominee
and Trustee/Director and, in the case of Global/International Fund, Inc., its
Presidents, the number of shares owned in each series of each Trust/Corporation
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 the Presidents 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.] [As a group, the Trustees/Directors and officers own
less than 1% of the shares of any series of each Trust/Corporation.]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Becton(1) Bolton(2) Bratt(3) Burgin(4) Coughlin(5) Driscoll(6) Fiedler(7) Fox(8) Freeman(9) Holtzer(10)
- ------------------------------------------------------------------------------------------------------------------------------------
Global/International
Fund, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Emerging
Markets
Income Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Global
Discovery Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Global Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Global Bond
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
International
Bond Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Trust
- ------------------------------------------------------------------------------------------------------------------------------------
Classic
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Dividend &
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Large
Company
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Real
Estate
Investment
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder S&P
500 Index Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Tax
Managed
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Tax
Managed Small
Company Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Value Equity
Trust
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Large
Company Value
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Select 500
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Select 1000
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
[ALL
Trustees/
Directors
and
Officers as
Lovejoy(11) Luers(12) Marple(13) Quirk(14) Spero(15) Stromberg(16) Tempel(17) Zaleznick(18) a Group]
- ------------------------------------------------------------------------------------------------------------------------------------
Global/International
Fund, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Emerging
Markets
Income Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Global
Discovery Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Global Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Global Bond
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
International
Bond Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Trust
- ------------------------------------------------------------------------------------------------------------------------------------
Classic
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Dividend &
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Large
Company
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Real
Estate
Investment
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder S&P
500 Index Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Tax
Managed
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Tax
Managed Small
Company Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Value Equity
Trust
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder Large
Company Value
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Select 500
Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder
Select 1000
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 As of January 31, 2000, Mr. Becton's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$___________.
2 As of January 31, 2000, Ms. Bolton's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
3 As of January 31, 2000, Mr. Bratt's total aggregate holdings in each series
of each Trust/Corporation listed above and all other funds in the Scudder
Family of Funds and AARP Funds ranged between $___________ and
$__________.
4 As of January 31, 2000, Mr. Burgin's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
5 As of January 31, 2000, Ms. Coughlin's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
6 As of January 31, 2000, Ms. Driscoll's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
7 As of January 31, 2000, Mr. Fiedler's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
8 As of January 31, 2000, Mr. Fox's total aggregate holdings in each series
of each Trust/Corporation listed above and all other funds in the Scudder
Family of Funds and AARP Funds ranged between $___________ and
$___________.
9 As of January 31, 2000, Mr. Freeman's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
10 As of January 31, 2000, Mr. Holzer's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
11 As of January 31, 2000, Mr. Lovejoy's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
12 As of January 31, 2000, Mr. Luers's total aggregate holdings in each series
of each Trust/Corporation listed above and all other funds in the Scudder
Family of Funds and AARP Funds ranged between $___________ and $__________.
13 As of January 31, 2000, Mr. Marple's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and $.
14 As of January 31, 2000, Ms. Quirk's total aggregate holdings in each series
of each Trust/Corporation listed above and all other funds in the Scudder
Family of Funds and AARP Funds ranged between $___________ and $__________.
15 As of January 31, 2000 Ms. Spero's total aggregate holdings in each series
of each Trust/Corporation listed above and all other funds in the Scudder
Family of Funds and AARP Funds ranged between $___________ and $__________.
16 As of January 31, 2000, Ms. Stromberg's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
17 As of January 31, 2000, Ms. Tempel's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
18 As of January 31, 2000, Mr. Zaleznick's total aggregate holdings in each
series of each Trust/Corporation listed above and all other funds in the
Scudder Family of Funds and AARP Funds ranged between $___________ and
$__________.
<PAGE>
FORM OF PROXY
[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]
[TRUST/CORPORATION]
[address]
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
3:00 p.m., Eastern time, on July 13, 2000
The undersigned hereby appoints __________, ____________ and ____________,
and each of them, the proxies of the undersigned, with the power of substitution
to each of them, to vote all shares of the [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., [address],
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 [TRUSTEES/DIRECTORS] OF
[TRUST/CORPORATION]. THE BOARD OF [TRUSTEES/DIRECTORS] RECOMMENDS A VOTE FOR THE
PROPOSALS. ---
Please vote by filling in the boxes below.
FOR all WITHHOLD ABSTAIN
nominees authority
listed to vote
(except as for all
noted in nominees
space listed
provided)
PROPOSAL 1
To elect [Trustees/Directors] to
the Board of [Trustees/Directors]
of [Trust/Corporation] 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
