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
[ ] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
VALUE EQUITY TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SCUDDER SELECT 1000 GROWTH FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Please take notice that a Special Meeting of Shareholders (the
"Meeting") of Scudder Select 1000 Growth Fund (the "Fund"), a series of Value
Equity Trust (the "Trust"), will be held at the offices of Scudder Kemper
Investments, Inc., 13th Floor, Two International Place, Boston, MA 02110-4103,
on July 13, 2000, at 3:00 p.m., Eastern time, for the following purposes:
Proposal 1: To elect Trustees of the Trust;
Proposal 2: To approve or disapprove a change in the Fund's sub-
classification from a diversified company to a non-
diversified company; and
Proposal 3: To ratify the selection of PricewaterhouseCoopers
LLP as the independent accountants for the Fund for
the Fund's current fiscal year.
The appointed proxies will vote in their discretion on any other
business that may properly come before the Meeting or any adjournments thereof.
Holders of record of shares of the Fund at the close of business on
April 17, 2000 are entitled to vote at the Meeting and at any adjournments
thereof.
In the event that the necessary quorum to transact business or the vote
required to approve any Proposal is not obtained at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting in
accordance with applicable law to permit further solicitation of proxies. Any
such adjournment as to a matter will require the affirmative vote of the holders
of a majority of the Fund's shares present in person or by proxy at the Meeting.
The persons named as proxies will vote FOR any such adjournment those proxies
which they are entitled to vote in favor of that Proposal and will vote AGAINST
any such adjournment those proxies to be voted against that Proposal.
By Order of the Board,
[Signature]
John Millette
Secretary
April 24, 2000
IMPORTANT -- We urge you to sign and date the enclosed proxy card(s) and return
it in the enclosed envelope which requires no postage (or to take advantage of
the electronic or telephonic voting procedures described on the proxy card(s)).
Your prompt return of the enclosed proxy card(s) (or your voting by other
available means) may save the necessity and expense of further solicitations. If
you wish to attend the Meeting and vote your shares in person at that time, you
will still be able to do so.
<PAGE>
VALUE EQUITY TRUST
Scudder Select 1000 Growth Fund
Two International Place
Boston, Massachusetts 02110
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees (the "Board," the Trustees of which are
referred to as the "Trustees") of Value Equity Trust (the "Trust") for use at
the Special Meeting of Shareholders of Scudder Select 1000 Growth Fund (the
"Fund"), to be held at the offices of Scudder Kemper Investments, Inc. ("Scudder
Kemper" or the "Investment Manager"), 13th Floor, Two International Place,
Boston, Massachusetts 02110-4103, on July 13, 2000, at 3:00 p.m., Eastern time,
and at any and all adjournments thereof (the "Meeting"). This Proxy Statement,
the Notice of Meeting and the proxy card(s) are first being mailed to
shareholders on or about April 24, 2000 or as soon as practicable thereafter.
In the descriptions of the Proposals below, the word "fund" is
sometimes used to mean an investment company or series thereof in general, and
not the Fund whose proxy statement this is. In addition, for simplicity, actions
are described in this Proxy Statement as being taken by the Fund, although all
actions are actually taken by the Trust on behalf of the Fund.
THE FUND PROVIDES PERIODIC REPORTS TO ITS SHAREHOLDERS WHICH HIGHLIGHT
RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO
CHANGES. YOU MAY RECEIVE AN ADDITIONAL COPY OF THE MOST RECENT ANNUAL REPORT FOR
THE FUND AND A COPY OF ANY MORE RECENT SEMI-ANNUAL REPORT, WITHOUT CHARGE, BY
CALLING (800) 728-3337 OR WRITING THE FUND, C/O SCUDDER KEMPER INVESTMENTS,
INC., AT THE ADDRESS FOR THE FUND SHOWN AT THE BEGINNING OF THIS PROXY
STATEMENT.
Background
Proposal 1 in this Proxy Statement is part of a program proposed by
Scudder Kemper to restructure and streamline the management and operations of
the funds it advises. Scudder Kemper believes, and has advised the Boards, that
the consolidation of certain funds advised by it would benefit fund
shareholders. Scudder Kemper has, therefore, proposed the consolidation of a
number of no-load funds advised by it that Scudder Kemper believes have similar
or compatible investment objectives and policies. In many cases, the proposed
consolidations are designed to eliminate the substantial overlap in current
offerings by the Scudder Funds and the funds offered through the AARP Investment
Program (the "AARP Funds"), all of which are advised by Scudder Kemper.
Consolidation plans are also proposed for other funds that have not gathered
enough assets to operate efficiently and, in turn, have relatively high expense
ratios. Scudder Kemper believes that these consolidations may help to enhance
investment performance of funds and increase efficiency of operations. Many of
the proposed consolidations are also expected to result in lower operating
expenses for shareholders of acquired funds.
There are currently five different Boards for the no-load funds advised
by Scudder Kemper. Scudder Kemper believes, and has proposed to the boards, that
creating a single board responsible for the AARP Funds and for the open-end,
directly-distributed, no-load Scudder Funds would increase efficiency and
benefit fund shareholders. This initiative is described in greater detail in
Proposal 1 below. In Proposal 2 below, shareholders of the Fund are being asked
to approve a change in the Fund's sub-classification as a diversified company.
As described below, the change is intended to enable the Fund to maintain its
current investment strategy.
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, as part of the overall restructuring effort outlined
above, shareholders of the Fund will be asked to elect nine individuals to
constitute the Board of Trustees of the Trust. These individuals were nominated
after a careful and deliberate selection process by the present Board of
Trustees of the Trust. The nominees for election, who are listed below, include
seven persons who currently serve as Independent Trustees (as defined below) of
the Trust or as independent trustees/directors of other no-load funds advised by
Scudder Kemper and who have no affiliation with Scudder Kemper or the American
Association of Retired Persons ("AARP"). The nominees listed below are being
nominated for election as trustees/directors of the AARP Funds and of the
open-end, directly-distributed, no-load Scudder Funds.
As stated above, currently five different boards of trustees or
directors are responsible for overseeing different groups of no-load funds
advised by Scudder Kemper. As part of a broader restructuring effort described
above, Scudder Kemper has recommended, and the Board of Trustees has agreed,
that shareholder interests can more effectively be represented by a single board
with responsibility for overseeing substantially all of the Scudder no-load
funds. Creation of a single, consolidated board should also provide certain
administrative efficiencies and potential future cost savings for both the Fund
and Scudder Kemper.
Election of each of the listed nominees for Trustee on the Board
requires the affirmative vote of a plurality of the votes cast at the Meeting,
in person or by proxy. The persons named as proxies on the enclosed proxy
card(s) will vote for the election of the nominees named below unless authority
to vote for any or all of the nominees is withheld in the proxy. Each Trustee so
elected will serve as a Trustee of the Trust until the next meeting of
shareholders, if any, called for the purpose of electing Trustees and until the
election and qualification of a successor or until such Trustee sooner dies,
resigns or is removed as provided in the governing documents of the Trust. Each
of the nominees has indicated that he or she is willing to serve as a Trustee.
If any or all of the nominees should become unavailable for election due to
events not now known or anticipated, the persons named as proxies will vote for
such other nominee or nominees as the current Trustees may recommend. The
following paragraphs and table set forth information concerning the nominees and
the Trustees not standing for re-election. Each nominee's or Trustee's age is in
parentheses after his or her name. Unless otherwise noted, (i) each of the
nominees and Trustees has engaged in the principal occupation(s) noted in the
following paragraphs and table for at least the most recent five years, although
not necessarily in the same capacity, and (ii) the address of each nominee is
c/o Scudder Kemper Investments, Inc., Two International Place, Boston, MA
02110-4103.
Nominees for Election as Trustees:
Henry P. Becton, Jr. (56)
Henry P. Becton, Jr. is president of the WGBH Educational Foundation, producer
and distributor of public broadcasting programming and educational and
interactive software. He graduated from Yale University in 1965, where he was
elected to Phi Beta Kappa. He received his J.D. degree cum laude from Harvard
Law School in 1968. Mr. Becton is a member of the PBS Board of Directors, a
Trustee of American Public Television, the New England Aquarium, the Boston
Museum of Science, Concord Academy, and the Massachusetts Corporation for
Educational Telecommunications, an Overseer of the Boston Museum of Fine Arts,
and a member of the Board of Governors of the Banff International Television
Festival Foundation. He is also a Director of Becton Dickinson and Company and
A.H. Belo Company, a Trustee of the Committee for Economic Development, and a
member of the Board of Visitors of the Dimock Community Health Center, the
Dean's Council of Harvard University's Graduate School of Education, and the
Massachusetts Bar. Mr. Becton has served as a trustee or director of various
mutual funds advised by Scudder Kemper since 1990.
Linda C. Coughlin (48)*
Linda C. Coughlin, a Managing Director of Scudder Kemper, is head of Scudder
Kemper's U.S. Retail Mutual Funds Business. Ms. Coughlin joined Scudder Kemper
in 1986 and was a member of the firm's Board of Directors. She currently
oversees the marketing, service and operations of Scudder Kemper retail
businesses in the United States, which include the Scudder, Kemper, AARP, and
closed-end fund families, and the direct and intermediary channels. She also
serves as Chairperson of the AARP Investment Program from Scudder and as a
Trustee of the Program's mutual funds. Ms. Coughlin is also a member of the
Mutual Funds Management Group. Previously, she served as a regional Marketing
Director in the retail banking division of Citibank and at the American Express
Company as Director of Consumer Marketing for the mutual fund group. Ms.
Coughlin received a B.A. degree in economics (summa cum laude) from Fordham
University. Ms. Coughlin has served on the boards of various funds advised by
Scudder Kemper, including the AARP Investment Program Funds, since 1996.
Dawn-Marie Driscoll (53)
Dawn-Marie Driscoll is an Executive Fellow and Advisory Board member of the
Center for Business Ethics at Bentley College, one of the nation's leading
institutes devoted to the study and practice of business ethics. Ms. Driscoll is
also president of Driscoll Associates, a consulting firm. She is a member of the
Board of Governors of the Investment Company Institute and serves as Chairman of
the Directors Services Committee. Ms. Driscoll was recently named 1999 "Fund
Trustee of the Year" by Fund Directions, a publication of Institutional
Investor, Inc. She has been a director, trustee and overseer of many civic and
business institutions, including The Massachusetts Bay United Way and Regis
College. Ms. Driscoll was formerly a law partner at Palmer & Dodge in Boston and
served for over a decade as Vice President of Corporate Affairs and General
Counsel of Filene's, the Boston-based department store chain. Ms. Driscoll
received a B.A. from Regis College, a J.D. from Suffolk University Law School, a
D.H.L. (honorary) from Suffolk University and a D.C.S. (honorary) from Bentley
College Graduate School of Business. Ms. Driscoll has served as a trustee or
director of various mutual funds advised by Scudder Kemper since 1987.
Edgar R. Fiedler (70)
Edgar R. Fiedler is Senior Fellow and Economic Counsellor at The Conference
Board. He served as the Board's Vice President, Economic Research from 1975 to
1986 and as Vice President and Economic Counsellor from 1986 to 1996. Mr.
Fiedler's business experience includes positions at Eastman Kodak in Rochester
(1956-59), Doubleday and Company in New York City (1959-60), and Bankers Trust
Company in New York City (1960-69). He also served as Assistant Secretary of the
Treasury for Economic Policy from 1971 to 1975. Mr. Fiedler graduated from the
University of Wisconsin in 1951. He received his M.B.A. from the University of
Michigan and his doctorate from New York University. During the 1980's, Mr.
Fiedler was an Adjunct Professor of Economics at the Columbia University
Graduate School of Business. From 1990 to 1991, he was the Stephen Edward Scarff
Distinguished Professor at Lawrence University in Wisconsin. Mr. Fiedler is a
Director of The Stanley Works, Harris Insight Funds, Brazil Fund, and PEG
Capital Management, Inc. He has served as a board member of various mutual funds
advised by Scudder Kemper, including the AARP Investment Program Funds, since
1984.
Keith R. Fox (46)
Keith R. Fox is the managing partner of the Exeter Group of Funds, a series of
private equity funds with offices in New York and Boston, which he founded in
1986. The Exeter Group invests in a wide range of private equity situations,
including venture capital, expansion financings, recapitalizations and
management buyouts. Prior to forming Exeter, Mr. Fox was a director and vice
president of BT Capital Corporation, a subsidiary of Bankers Trust New York
Corporation organized as a small business investment company and based in New
York City. Mr. Fox graduated from Oxford University in 1976, and in 1981
received an M.B.A. degree from the Harvard Business School. Mr. Fox is also a
qualified accountant. He is a board member and former Chairman of the National
Association of Small Business Investment Companies, and a director of Golden
State Vintners, K-Communications, Progressive Holding Corporation and Facts On
File, as well as a former director of over twenty companies. Mr. Fox is
currently a Trustee of the Trust and has served as a trustee or director of
various mutual funds advised by Scudder Kemper since 1996.
Joan Edelman Spero (55)
Joan E. Spero is the president of the Doris Duke Charitable Foundation, a
position to which she was named in January 1997. From 1993 to 1997, Ms. Spero
served as Undersecretary of State for Economic, Business and Agricultural
Affairs under President Clinton. From 1981 to 1993, she was an executive at the
American Express Company, where her last position was executive vice president
for Corporate Affairs and Communications. Ms. Spero served as U.N. Ambassador to
the United Nations Economic and Social Council under President Carter from 1980
to 1981. She was an assistant professor at Columbia University from 1973 to
1979. She graduated Phi Beta Kappa from the University of Wisconsin and holds a
master's degree in international affairs and a doctorate in political science
from Columbia University. Ms. Spero is a member of the Council on Foreign
Relations and the Council of American Ambassadors. She also serves as a trustee
of the Wisconsin Alumni Research Foundation, The Brookings Institution and
Columbia University and is a Director of First Data Corporation. Ms. Spero is
currently a Trustee of the Trust and has served as a trustee or director of
various mutual funds advised by Scudder Kemper since 1998.
Jean Gleason Stromberg (56)
Ms. Stromberg acts as a consultant on regulatory matters. From 1996 to 1997, Ms.
Stromberg represented the U.S. General Accounting Office before Congress and
elsewhere on issues involving banking, securities, securities markets, and
government-sponsored enterprises. Prior to that, Ms. Stromberg was a corporate
and securities law partner at the Washington, D.C. law office of Fulbright and
Jaworski, a national law firm. She served as Associate Director of the
Securities and Exchange Commission's Division of Investment Management from 1977
to 1979 and prior to that was Special Counsel for the Division of Corporation
Finance from 1972 to 1977. Ms. Stromberg graduated Phi Beta Kappa from Wellesley
College and received her law degree from Harvard Law School. From 1988 to 1991
and 1993 to 1996, she was a Trustee of the American Bar Retirement Association,
the funding vehicle for American Bar Association-sponsored retirement plans. Ms.
Stromberg serves on the Wellesley College Business Leadership Council and the
Council for Mutual Fund Director Education at Northwestern University Law School
and was a panelist at the Securities and Exchange Commission's Investment
Company Director's Roundtable. Ms. Stromberg has served as a board member of the
AARP Investment Program Funds since 1997.
Jean C. Tempel (56)
Jean C. Tempel is a venture partner for Internet Capital Group, a strategic
network of Internet partnership companies whose principal offices are in Wayne,
Pennsylvania. Ms. Tempel concentrates on investment opportunities in the Boston
area. She spent 25 years in technology/operations executive management at
various New England banks, building custody operations and real time
financial/securities processing systems, most recently as Chief Operations
Officer at The Boston Company. From 1991 until 1993 she was president/COO of
Safeguard Scientifics, a Pennsylvania technology venture company. In that role
she was a founding investor, director and vice chairman of Cambridge Technology
Partners. She is a director of XLVision, Inc., Marathon Technologies, Inc.,
Aberdeen Group and Sonesta Hotels International, and is a Trustee of
Northeastern University, Connecticut College, and The Commonwealth Institute.
She received a B.A. from Connecticut College, an M.S. from Rensselaer
Polytechnic Institute of New York, and attended Harvard Business School's
Advanced Management Program. Ms. Tempel has served as a trustee or director of
various mutual funds advised by Scudder Kemper since 1994.
Steven Zaleznick (45)*
Steven Zaleznick is President and CEO of AARP Services, Inc., a wholly-owned and
independently-operated subsidiary of AARP which manages a range of products and
services offered to AARP members, provides marketing services to AARP and its
member service providers and establishes an electronic commerce presence for
AARP members. Mr. Zaleznick previously served as AARP's general counsel for nine
years. He was responsible for the legal affairs of AARP, which included tax and
legal matters affecting non-profit organizations, contract negotiations,
publication review and public policy litigation. In 1979, he joined AARP as a
legislation representative responsible for issues involving taxes, pensions, age
discrimination, and other national issues affecting older Americans. Mr.
Zaleznick is President of the Board of Cradle of Hope Adoption Center in
Washington, D.C. He is a former treasurer and currently a board member of the
National Senior Citizens Law Center. Mr. Zaleznick received his B.A. in
economics from Brown University. He received his J.D. degree from Georgetown
University Law Center and is a member of the District of Columbia Bar
Association.
Trustees Not Standing for Re-election:
- ---------------------------- ------------------------------------------------
Present Office with the Trust;
Principal Occupation or Employment
Name (Age) and Directorships
- ---------------------------- ------------------------------------------------
- ---------------------------- ------------------------------------------------
Sheryle J. Bolton (53) Trustee; CEO and Director, Scientific Learning
Corporation. Ms. Bolton serves on the boards of an
additional 5 trusts or corporations whose funds
are advised by Scudder Kemper.
- ---------------------------- ------------------------------------------------
- ---------------------------- ------------------------------------------------
William T. Burgin (56) Trustee; General Partner, Bessemer Venture
Partners. Mr. Burgin serves on the boards of an
additional 4 trusts or corporations whose funds
are advised by Scudder Kemper.
- ---------------------------- ------------------------------------------------
- ---------------------------- ------------------------------------------------
William H. Luers (70) Trustee; Chairman and President, United Nations
Association of America. Mr. Luers serves on the
boards of an additional 6 trusts or corporations
whose funds are advised by Scudder Kemper.
- ---------------------------- -----------------------------------------------
- --------------------------- ------------------------------------------------
Kathryn L. Quirk (47)* Trustee, Vice President and Assistant Secretary;
Managing Director of Scudder Kemper. Ms. Quirk
serves on the boards of an additional 18 trusts or
corporations whose funds are advised by Scudder
Kemper.
- ---------------------------- -----------------------------------------------
* Nominee or Trustee considered by the Trust and its counsel to be an
"interested person" (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act")) of the Trust, Scudder Kemper or AARP
because of his or her employment by Scudder Kemper or AARP, and, in
some cases, holding offices with the Trust.
Responsibilities of the Board -- Board and Committee Meetings
A fund's board is responsible for the general oversight of fund
business. The board that is proposed for shareholder voting at the Meeting is
comprised of two individuals who are considered "interested" Trustees, and seven
individuals who have no affiliation with Scudder Kemper or AARP and who are
called "independent" Trustees (the "Independent Trustees"). The Securities and
Exchange Commission (the "SEC") has recently proposed a rule that would require
a majority of the board members of a fund to be "independent" if the fund were
to take advantage of certain exemptive rules under the 1940 Act. On the proposed
Board of Trustees, if approved by shareholders, nearly 78% will be Independent
Trustees. The Independent Trustees have been nominated solely by the current
Independent Trustees of the Trust, a practice also favored by the SEC. The
Independent Trustees have primary responsibility for assuring that the Trust is
managed in the best interests of its shareholders.
The Trustees meet several times during the year to review the
investment performance of the Fund and other operational matters, including
policies and procedures designed to assure compliance with regulatory and other
requirements. In 1999, the Trustees of the Trust conducted over 20 meetings to
deal with fund issues (including committee and subcommittee meetings and special
meetings of the Independent Trustees). Furthermore, the Independent Trustees
review the fees paid to the Investment Manager and its affiliates for investment
advisory services and other administrative and shareholder services. The
Trustees have adopted several policies and practices which help ensure their
effectiveness and independence in reviewing fees and representing shareholders.
Many of these are similar to those suggested in the Investment Company
Institute's 1999 Report of the Advisory Group on Best Practices for Fund
Directors (the "Advisory Group Report"). For example, the Independent Trustees
select independent legal counsel to work with them in reviewing fees, advisory
and other contracts and overseeing fund matters. The Trustees are also assisted
in this regard by the funds' independent public accountants and other
independent experts retained from time to time for this purpose. The Independent
Trustees regularly meet privately with their counsel and other advisors. In
addition, the Independent Trustees from time to time have appointed task forces
and subcommittees from their members to focus on particular matters such as
investment, accounting and shareholder servicing issues.
The Board of the Trust has an Audit Committee and a Committee on
Independent Trustees, the responsibilities of which are described below. In
addition, the Board has an Executive Committee and a Valuation Committee.
Audit Committee
The Audit Committee reviews with management and the independent public
accountants for each series of the Trust, among other things, the scope of the
audit and the internal controls of each series and its agents, reviews and
approves in advance the type of services to be rendered by independent
accountants, recommends the selection of independent accountants for each series
of the Trust to the Board, reviews the independence of such firm and, in
general, considers and reports to the Board on matters regarding the accounting
and financial reporting practices for each series of the Trust.
As suggested by the Advisory Group Report, the Trust's Audit Committee
is comprised of only Independent Trustees (all of whom serve on the committee),
meets privately with the independent accountants of each series of the Trust,
will receive annual representations from the accountants as to their
independence, and has a written charter that delineates the committee's duties
and powers.
Committee on Independent Trustees
The Board of Trustees of the Trust has a Committee on Independent
Trustees, comprised of all of the Independent Trustees, charged with the duty of
making all nominations of Independent Trustees, establishing Trustees'
compensation policies, retirement policies and fund ownership policies,
reviewing Trustees' affiliations and relationships annually, and periodically
assessing and reviewing evaluations of the Board of Trustees' effectiveness.
Attendance
As noted above, the Trustees of the Trust conducted over 20 meetings in
calendar year 1999 to deal with fund matters, including various committee and
subcommittee meetings and special meetings of the Independent Trustees. The full
Board of Trustees of the Trust met nine times, the Audit Committee met two times
and the Committee on Independent Trustees met one time during calendar year
1999. Each then current Trustee attended 100% of the total meetings of the full
Board of Trustees held during calendar year 1999. In addition, each Independent
Trustee attended 100% of the total meetings of the Audit Committee and the
Committee on Independent Trustees held during that period.
Honorary Trustees
Paul Bancroft III, Wilson Nolen, Thomas J. Devine and Robert G. Stone,
Jr. currently serve as Honorary Trustees of the Trust. Honorary Trustees are
invited to attend all Board meetings and to participate in Board discussions,
but are not entitled to vote on any matter presented to the Board. Honorary
Trustees are appointed by the Board of Trustees and will continue to serve in
their present capacities following the Reorganization.
Officers
The following persons are officers of the Trust:
- ---------------------------- ---------------------------------------- ----------
Present Office with the Trust Year
Principal Occupation or First
Name (Age) Employment1 Became an
Officer2
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
Linda C. Coughlin (48) President; Managing Director of 2000
Scudder Kemper
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
John R. Hebble (41) Treasurer; Senior Vice President of 1998
Scudder Kemper
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
Ann M. McCreary (43) Vice President; Managing Director of 1998
Scudder Kemper
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
Kathleen T. Millard (40) Vice President; Managing Director of 1995
Scudder Kemper
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
John Millette (38) Vice President and Secretary; Vice 1999
President of Scudder Kemper
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
Caroline Pearson (38) Assistant Secretary; Senior Vice 1997
President of Scudder Kemper;
Associate, Dechert Price & Rhoads (law
firm) 1989 to 1997
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
Kathryn L. Quirk (47) Trustee, Vice President and Assistant 1997
Secretary; Managing Director of
Scudder Kemper
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
Lois R. Roman (35) Vice President; Senior Vice President 1999
of Scudder Kemper
- ---------------------------- ---------------------------------------- ---------
- ---------------------------- ---------------------------------------- ---------
Robert Tymoczko (30) Vice President; Senior Vice President 1999
of Scudder Kemper; full-time student
(1995-1997)
- ---------------------------- ---------------------------------------- ---------
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. Compensation of Trustees and
Officers
2 The President, Treasurer and Secretary each holds office until his or
her successor has been duly elected and qualified, and all other
officers hold offices in accordance with the By-laws of the
Corporation.
COMPENSATION OF TRUSTEES AND OFFICERS
The Trust pays each Independent Trustee an annual Trustee's fee for
each series of the Trust plus specified amounts for Board and committee meetings
attended and reimburses for expenses related to Fund business.
Each Independent Trustee receives an annual Trustee's fee of $3,500 per
fund. Each Independent Trustee also receives fees of $325 per fund for attending
each Board meeting, Audit Committee meeting or other meeting held for the
purpose of considering arrangements between the Trust and Scudder Kemper, or any
of its affiliates. Each Independent Trustee also receives $100 per fund for all
other committee meetings attended. The newly-constituted Board may determine to
change its compensation structure.
The Independent Trustees are not entitled to benefits under any pension
or retirement plan. A one-time benefit will be provided to those Independent
Trustees who have volunteered to leave the board prior to their normal
retirement date in order to facilitate the nomination of a consolidated board.
Inasmuch as Scudder Kemper will also benefit from the administrative
efficiencies of a consolidated board, Scudder Kemper has agreed to pay one-half
of the cost of this benefit. The remaining portion, ranging from $1,149 to
$1,628 per Trustee, will be paid by the Fund.
Scudder Kemper supervises the Trust's investments, pays the
compensation and certain expenses of its personnel who serve as Trustees and
officers of the Trust and receives a management fee for its services. Several of
the Trust's officers and Trustees are also officers, directors, employees or
stockholders of Scudder Kemper and participate in the fees paid to that firm,
although the Trust does not make any direct payments to them other than for
reimbursement of travel expenses in connection with their attendance at Board
and committee meetings.
The following Compensation Table provides in tabular form the following
data:
Column (1) All Trustees who receive compensation from the Trust.
Column (2) Aggregate compensation received by each Trustee of the Trust
during calendar year 1999.
Column (3) Total compensation received by each Trustee from funds
managed by Scudder Kemper (collectively, the "Fund Complex") during calendar
year 1999.
Compensation Table
- ----------------------- --------------------------- ----------------------------
Trustees Aggregate Compensation Total Compensation from
(number of series) Fund Complex Paid to
Trustee
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
Sheryle J. Bolton $23,400 (4 series) $179,860 (26 funds)
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
William T. Burgin $22,100 (4 series) $160,325 (25 funds)
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
Keith R. Fox $22,100 (4 series) $160,325 (25 funds)
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
William H. Luers $24,700 (4 series) $212,596 (28 funds)
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
Joan E. Spero $24,700 (4 series) $175,275 (25 funds)
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
Paul Bancroft III,* $18,200 (4 series) $159,991 (27 funds)
Honorary Trustee
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
Wilson Nolen, $ 0 (4 series) $ 63,598 (6 funds)
Honorary Trustee
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
Robert G. Stone, Jr., $ 0 (4 series) $ 9,000 (1 fund)
Honorary Trustee
- ----------------------- --------------------------- ----------------------------
- ----------------------- --------------------------- ----------------------------
Thomas J. Devine, $ 0 (4 series) $ 0 (0 funds)
Honorary Trustee
- ----------------------- --------------------------- ----------------------------
* Prior to November 1, 1999, Mr. Bancroft served as a Trustee of the
Trust. As of November 1, 1999, Mr. Bancroft serves in the capacity of
Honorary Trustee. The compensation in this table reflects any fees
received by Mr. Bancroft in both capacities.
The Trustees unanimously recommend that the shareholders of the Fund
vote for each nominee.
PROPOSAL 2: CHANGE IN THE FUND'S SUB-CLASSIFICATION FROM A DIVERSIFIED
COMPANY TO A NON-DIVERSIFIED COMPANY
As described below, Scudder Kemper has recommended, and the Board has
approved, a change in the Fund's sub-classification from "diversified" to
"non-diversified." Scudder Kemper has indicated to the Board that this change is
necessary to enable the Fund to maintain its current investment strategy.
The Fund's investment objective is to provide long-term growth of
capital through investment in selected stocks of the Russell 1000 Growth Index,
an unmanaged index of growth-oriented large company stocks (the "Index"). The
Fund's portfolio management team uses a proprietary computer model to weight the
stocks of companies in the Index (based on the companies' growth prospects,
relative valuation, and price momentum) and then selects securities to create a
portfolio with weightings similar to those of the Index. Under normal
circumstances, at least 80% of the Fund's total assets are invested in the
stocks of companies in the Index.
Over the past year, the number of companies in the Index that have an
index weight of 5% or greater has increased. As of May 1999, the only company
that had an index weight of greater than 5% was General Electric at 5.67%. As of
March 30, 2000, four companies (General Electric, Cisco, Intel and Microsoft)
each had an index weight of greater than 5%, accounting for approximately 23% of
the value of the Index. If this trend continues, as a diversified company (as
described below), the Fund may be forced to alter its investment strategy
because it would be unable to match or weight its investments in certain
securities in the Index given the diversification requirement described below.
Consequently, the Fund may have more difficulty maintaining performance results
similar to the Index as a diversified company than as a non-diversified company.
As a result, the Board recommends that Fund shareholders approve the Proposal to
change the Fund's sub-classification under Section 5(b) of the 1940 Act from
"diversified" to "non-diversified."
As mentioned above, the Fund is currently sub-classified as a
"diversified company" under Section 5(b) of the 1940 Act. As a "diversified
company," the Fund must have at least 75% of the value of its total assets in
cash and cash items (including receivables), Government securities, securities
of other investment companies, and other securities limited with respect to any
single issuer to an amount not more than 5% of the Fund's total assets and not
more than 10% of such issuer's outstanding voting securities (the "75% Basket").
For example, if the Fund's portfolio includes, at the time of purchase,
a security that constitutes 6% of the Fund's total assets, that position would
be excluded from the 75% basket. In addition, if shares of a security held by
the Fund constitute more than 10% of an issuer's outstanding voting securities,
that position would likewise be excluded from the 75% basket. This restriction
is designed to prevent funds that hold themselves out as diversified from being
tied too closely to the success of one or a few issuers. In addition, the
restriction is designed to prevent such funds from controlling portfolio
companies.
As stated above, the Board recommends that Fund shareholders approve
the Proposal to change the Fund's sub-classification under Section 5(b) from
"diversified" to "non-diversified." If the shareholders approve the Proposal,
the Fund will no longer be required to comply with the diversification standards
outlined above. The Fund intends to continue to comply with the diversification
and other requirements of the Internal Revenue Code of 1986, as amended (the
"Code"), applicable to regulated investment companies so that the Fund will not
be subject to U.S. federal income taxes on its net investment income.(3)
Although the Fund will be subject to the diversification standards imposed by
the Code, a change in the Fund's sub-classification to a non-diversified
investment company will permit the Fund to concentrate its investments in fewer
issuers than is now the case.
3 In this regard, the applicable diversification requirements imposed by
the Code provide that the Fund must diversify its holdings so that at
the end of each quarter of the taxable year (i) at least 50% of the
market value of the Fund's assets is represented by cash and cash
items, U.S. government securities, the securities of other regulated
investment companies and other securities, with such other securities
of any one issuer limited for purposes of this calculation to an amount
not greater than 5% of the value of the Fund's total assets and 10% of
the outstanding voting securities of such issuer, and (ii) not more
than 25% of the value of its total assets is invested in the securities
of any one issuer (other than U.S. government securities or the
securities of other regulated investment companies).
While investing a larger portion of the Fund's assets in fewer issuers
may prove beneficial when such companies outperform the market, larger
investments in fewer issuers will also magnify any negative performance by such
portfolio companies. In general, the Fund's net asset value may become more
volatile. However, Scudder Kemper believes that these additional risks are
outweighed by the potential benefits.
The Trustees unanimously recommend that the shareholders of the Fund vote
in favor of this Proposal 2.
PROPOSAL 3: RATIFICATION OR REJECTION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board of the Trust, including a majority of the Independent
Trustees, has selected PricewaterhouseCoopers LLP to act as independent
accountants of the Fund for the Fund's current fiscal year. One or more
representatives of PricewaterhouseCoopers LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they so desire. Such
representatives are expected to be available to respond to appropriate questions
posed by shareholders or management.
The Trustees unanimously recommend that the shareholders of the Fund
vote in favor of this Proposal 3.
ADDITIONAL INFORMATION
General
The cost of preparing, printing and mailing the enclosed proxy card(s)
and proxy statement and all other costs incurred in connection with the
solicitation of proxies, including any additional solicitation made by letter,
telephone or telegraph, will be paid by Scudder Kemper. In addition to
solicitation by mail, certain officers and representatives of the Trust,
officers and employees of Scudder Kemper and certain financial services firms
and their representatives, who will receive no extra compensation for their
services, may solicit proxies by telephone, telegram or personally.
Any shareholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary at the principal executive office of the Fund, c/o
Scudder Kemper Investments, Inc., at the address for the Fund shown at the
beginning of this Proxy Statement) or in person at the Meeting, by executing a
superseding proxy or by submitting a notice of revocation to the Fund. All
properly executed proxies received in time for the Meeting will be voted as
specified in the proxy or, if no specification is made, in favor of each
Proposal.
The presence at the shareholders' meeting, in person or by proxy, of
the holders of one-third of the shares entitled to be cast of the Trust (for a
Trust-wide vote) or the Fund (for a Fund-by-Fund vote) shall be necessary and
sufficient to constitute a quorum for the transaction of business. In the event
that the necessary quorum to transact business or the vote required to approve
any Proposal is not obtained at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting in accordance with applicable
law to permit further solicitation of proxies with respect to the Proposal that
did not receive the vote necessary for its passage or to obtain a quorum. Any
such adjournment as to a matter requiring a Trust-wide or a Fund-by-Fund vote
will require, respectively, the affirmative vote of the holders of a majority of
the Trust's or Fund's shares present in person or by proxy at the Meeting. The
persons named as proxies will vote in favor of any such adjournment those
proxies which they are entitled to vote in favor of that Proposal and will vote
against any such adjournment those proxies to be voted against that Proposal.
For purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" will be treated as shares that
are present but which have not been voted. Broker non-votes are proxies received
by the Fund from brokers or nominees when the broker or nominee has neither
received instructions from the beneficial owner or other persons entitled to
vote nor has discretionary power to vote on a particular matter. Accordingly,
shareholders are urged to forward their voting instructions promptly.
Approval of Proposal 1 requires the affirmative vote of a plurality of
the shares of the Trust voting at the Meeting. Approval of Proposal 2 requires
the affirmative vote of a "majority of the outstanding voting securities" of the
Fund. The term "majority of the outstanding voting securities," as defined in
the 1940 Act, and as used in this Proxy Statement, means: the affirmative vote
of the lesser of (1) 67% of the voting securities of the Fund present at the
meeting if more than 50% of the outstanding voting securities of the Fund are
present in person or by proxy or (2) more than 50% of the outstanding voting
securities of the Fund. Approval of Proposal 3 requires the affirmative vote of
a majority of the shares of the Fund voting at the Meeting.
Abstentions and broker non-votes will not be counted in favor of, but
will have no other effect on, the vote for Proposal 1, and will have the effect
of a "no" vote on Proposals 2 and 3.
Holders of record of the shares of the Fund at the close of business on
April 17, 2000 (the "Record Date"), as to any matter on which they are entitled
to vote, will be entitled to one vote per share on all business of the Meeting.
As of March 20, 2000, there 1,946,483 shares of the Fund outstanding.
Appendix 1 sets forth the beneficial owners of more than 5% of the
shares of any series of the Trust. To the best of the Trust's knowledge, as of
January 31, 2000, no person owned beneficially more than 5% of the outstanding
shares of any series of the Trust, except as set forth in Appendix 1.
Appendix 2 hereto sets forth the number of shares of each series of the
Trust owned directly or beneficially by the Trustees of the Board and by the
nominees for election.
Shareholder Communications Corporation ("SCC") has been engaged to
assist in the solicitation of proxies, at an estimated cost of $1,929. As the
Meeting date approaches, certain shareholders of the Fund may receive a
telephone call from a representative of SCC if their votes have not yet been
received. Authorization to permit SCC to execute proxies may be obtained by
telephonic or electronically transmitted instructions from shareholders of the
Fund. Proxies that are obtained telephonically will be recorded in accordance
with the procedures set forth below. The Trustees believe that these procedures
are reasonably designed to ensure that both the identity of the shareholder
casting the vote and the voting instructions of the shareholder are accurately
determined.
In all cases where a telephonic proxy is solicited, the SCC
representative is required to ask for each shareholder's full name, address,
social security or employer identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a corporation), and the number
of shares owned, and to confirm that the shareholder has received the proxy
materials in the mail. If the information solicited agrees with the information
provided to SCC, then the SCC representative has the responsibility to explain
the process, read the Proposals on the proxy card(s), and ask for the
shareholder's instructions on the Proposals. Although the SCC representative is
permitted to answer questions about the process, he or she is not permitted to
recommend to the shareholder how to vote, other than to read any recommendation
set forth in the proxy statement. SCC will record the shareholder's instructions
on the card. Within 72 hours, the shareholder will be sent a letter or mailgram
to confirm his or her vote and asking the shareholder to call SCC immediately if
his or her instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not
wish to give a proxy by telephone or electronically, the shareholder may still
submit the proxy card(s) originally sent with the proxy statement or attend in
person. Should shareholders require additional information regarding the proxy
or replacement proxy card(s), they may contact SCC toll-free at 1-800-603-1915.
Any proxy given by a shareholder is revocable until voted at the Meeting.
Shareholders may also provide their voting instructions through
telephone touch-tone voting or Internet voting. These options require
shareholders to input a control number which is located on each voting
instruction card. After inputting this number, shareholders will be prompted to
provide their voting instructions on the Proposals. Shareholders will have an
opportunity to review their voting instructions and make any necessary changes
before submitting their voting instructions and terminating their telephone call
or Internet link. Shareholders who vote on the Internet, in addition to
confirming their voting instructions prior to submission, will also receive an
e-mail confirming their instructions.
Proposals of Shareholders
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Meeting, if any, should
send their written proposals to the Secretary of the Trust, c/o Scudder Kemper
Investments, Inc., at the address for the Trust shown at the beginning of this
Proxy Statement, within a reasonable time before the solicitation of proxies for
such meeting. The timely submission of a proposal does not guarantee its
inclusion.
Other Matters To Come Before the Meeting
No Trustee is aware of any matters that will be presented for action at
the Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in accordance with their best judgment in the interest of the Trust
and/or Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) (OR TAKE
ADVANTAGE OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES)
PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By Order of the Board,
[John Millette signature]
John Millette
Secretary
<PAGE>
APPENDIX 1
Beneficial Owners of Fund Shares
As of January 31, 2000, 94,034 shares in the aggregate, or 5.49% of the
outstanding shares, of Value Fund - Class A Shares were held in the name of
National Financial Services Corp., 200 Liberty Street, New York, NY 10281, who
may be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 123,383 shares in the aggregate, or 7.21% of the
outstanding shares, of Value Fund - Class A Shares were held in the name of
Donaldson, Lufkin & Jenrette Securities Corp., P.O. Box 2052, Jersey City, NJ
07303, who may be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 116,233 shares in the aggregate, or 9.24% of the
outstanding shares, of Value Fund - Class B Shares were held in the name of
National Financial Services Corp., 200 Liberty Street, New York, NY 10281, who
may be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 164,596 shares in the aggregate, or 13.08% of the
outstanding shares, of Value Fund - Class B Shares were held in the name of
Donaldson, Lufkin & Jenrette Securities Corp., P.O. Box 2052, Jersey City, NJ
07303, who may be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 17,557 shares in the aggregate, or 6.25% of the
outstanding shares, of Value Fund - Class C Shares were held in the name of
National Financial Services Corp., 200 Liberty Street, New York, NY 10281, who
may be deemed to be the beneficial owner of certain of these shares.
As of January 31, 2000, 24,223 shares in the aggregate, or 8.62% of the
outstanding shares, of Value Fund - Class C Shares were held in the name of
Donaldson, Lufkin & Jenrette Securities Corp., P.O. Box 2052, Jersey City, NJ
07303, who may be deemed to be the beneficial owner of certain of these shares.
Scudder Kemper's Ownership of Fund Shares
Certain accounts for which Scudder Kemper acts as investment adviser owned
831,978 shares in the aggregate, or 5.33% of the outstanding shares, of Value
Fund - Scudder Shares on January 31, 2000. Scudder Kemper may be deemed to be
the beneficial owner of such shares, but disclaims any beneficial ownership in
such shares.
<PAGE>
APPENDIX 2
Fund Shares Owned by Nominees and Trustees
Many of the nominees and Trustees own shares of the series of the Trust
and of other funds in the Scudder Family of Funds and AARP Funds, allocating
their investments among such funds based on their individual investment needs.
The following table sets forth, for each nominee and Trustee, the number of
shares owned in each series of the Trust as of January 31, 2000. The information
as to beneficial ownership is based on statements furnished to the Trust by each
nominee and Trustee. Unless otherwise noted, beneficial ownership is based on
sole voting and investment power. Each nominee's and Trustee's individual
shareholdings of any series of the Trust constitute less than 1% of the
outstanding shares of such fund. Unless otherwise noted, as a group, the
Trustees and officers own less than 1% of the shares of any series of the Trust.
Scudder Large Scudder Scudder
Company Value Select Select 1000 Value
Fund 500 Fund Growth Fund Fund*
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 26,187 (5) 1,322 (7) 961 (9) 3,708(11)
Officers as a Group
* 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.
(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.
<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.
SCUDDER SELECT 1000 GROWTH FUND
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 13, 2000 PROXY
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.
----------------------------------------------------
----------------------------------------------------
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
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 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 approve a change in the Fund's
sub-classification from a diversified
company to a non-diversified company
PROPOSAL 3
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
