<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GLOBAL FUND, INC.
SCUDDER MUTUAL FUNDS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Articles of Incorporation)
- --------------------------------------------------------------------------------
(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 identify 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> 2
[SCUDDER LOGO] September 1997
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GLOBAL FUND, INC.
SCUDDER MUTUAL FUNDS, INC.
IMPORTANT NEWS
FOR SCUDDER FUND STOCKHOLDERS
While we encourage you to read the full text of the enclosed Proxy
Statement, here's a brief overview of some matters affecting your Fund which
require a stockholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING?
A. Scudder, Stevens & Clark, Inc. ("Scudder"), your Fund's investment manager,
has agreed to form an alliance with Zurich Insurance Company ("Zurich").
Zurich is a leading international insurance and financial services
organization. As a result of the proposed alliance, there will be a change
in ownership of Scudder. In order for Scudder to continue to serve as
investment manager of your Fund, it is necessary for the Fund's stockholders
to approve a new investment management agreement. The following pages give
you additional information on Zurich and the proposed new investment
management agreement and certain other matters. The most important matters
to be voted upon by you are approval of the new investment management
agreement and the election of Directors. THE BOARD MEMBERS OF YOUR FUND,
INCLUDING THOSE WHO ARE NOT AFFILIATED WITH THE FUND OR SCUDDER, RECOMMEND
THAT YOU VOTE FOR THESE PROPOSALS.
Q. WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW INVESTMENT MANAGEMENT
AGREEMENT?
A. The Investment Company Act of 1940, which regulates investment companies
such as your Fund, requires a vote whenever there is a change in control of
a fund's investment manager. Zurich's alliance with Scudder will result in
such a change of control and requires shareholder approval of a new
investment management agreement with your Fund.
NY-MD Corps
<PAGE> 3
Q. HOW WILL THE SCUDDER-ZURICH ALLIANCE AFFECT ME AS A FUND STOCKHOLDER?
A. Your Fund and your Fund's investment objective will not change. You will
still own the same shares in the same Fund. The terms of the new investment
management agreement are the same in all material respects as the current
investment management agreement. Similarly, the other service arrangements
between your Fund and Scudder will not be affected. You should continue to
receive the same level of services that you have come to expect from Scudder
over the years. If stockholders do not approve the new investment management
agreement, the current investment management agreement will terminate upon
the closing of the transaction and the Board of Directors will take such
action as it deems to be in the best interests of your Fund and its
stockholders.
Q. WHY HAS SCUDDER DECIDED TO ENTER INTO THIS ALLIANCE?
A. Scudder believes that the Scudder-Zurich alliance will enable Scudder to
enhance its capabilities as a global asset manager. Scudder further believes
that the alliance will enable it to enhance its ability to deliver the level
of services currently provided to you and your Fund and to fulfill its
obligations under the new investment management agreement consistent with
current practices.
Q. WILL THE INVESTMENT MANAGEMENT FEES BE THE SAME?
A. Yes, the investment management fees paid by your Fund will remain the same.
Q. WILL I CONTINUE TO BE ABLE TO PURCHASE SHARES WITHOUT ANY SALES LOAD?
A. Yes, you will be able to continue to purchase shares of your Fund without
any sales load.
Q. WHAT OTHER MATTERS AM I BEING ASKED TO VOTE ON?
A. In order to save your Fund the expense of a subsequent meeting, a vote is
also being sought for granting the Directors discretionary authority to
convert the Fund into a "master/feeder" structure, and for the revision of
certain fundamental investment policies. You are also being asked to vote
for the ratification of the Board's selection of the Fund's accountants.
(continues on inside back cover)
<PAGE> 4
Q. HOW DO THE BOARD MEMBERS OF MY FUND RECOMMEND THAT I VOTE?
A. After careful consideration, the Board members of your Fund, including those
who are not affiliated with the Fund or Scudder, recommend that you vote in
favor of all of the proposals on the enclosed proxy card.
Q. WHOM DO I CALL FOR MORE INFORMATION?
A. Please call Shareholder Communications Corporation, your Fund's information
agent, at 1-800-733-8481, ext. 488.
Q. WILL THE FUND PAY FOR THE PROXY SOLICITATION AND LEGAL COSTS ASSOCIATED WITH
THIS TRANSACTION?
A. No, Scudder will bear these costs.
ABOUT THE PROXY CARD
If you have more than one account in the Fund in your name at the same
address, you will receive separate proxy cards for each account but only one
proxy statement for the Fund. Please vote all issues on each proxy card that you
receive.
THANK YOU FOR MAILING YOUR PROXY CARD(S) PROMPTLY.
<PAGE> 5
[SCUDDER LOGO]
For more information please call Shareholder Communications Corporation, your
Fund's information agent, at 1-800-733-8481, ext. 488.
NY-MD Corps
<PAGE> 6
345 Park Avenue
New York, New York 10154
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GLOBAL FUND, INC.
SCUDDER MUTUAL FUNDS, INC.
September 3, 1997
Dear Stockholder:
On June 26, 1997, Scudder, Stevens & Clark, Inc. ("Scudder") entered into
an agreement with Zurich Insurance Company ("Zurich") pursuant to which Scudder
and Zurich have agreed to form an alliance. Under the terms of the agreement,
Zurich will acquire a majority interest in Scudder, and Zurich Kemper
Investments, Inc., a Zurich subsidiary, will become part of Scudder. Scudder's
name will be changed to Scudder Kemper Investments, Inc. As a result of this
transaction, it is necessary for the stockholders of each of the funds for which
Scudder acts as investment manager, including your Fund, to approve a new
investment management agreement.
The following important facts about the transaction are outlined below:
- The transaction has no effect on the number of shares you own or the
value of those shares.
- The advisory fees and expenses paid by your Fund will not increase as a
result of this transaction. As is now the case, you will not pay sales
loads on purchases of shares of your Fund.
- The investment objective of your Fund will remain the same.
- The Non-interested Directors of your Fund have carefully reviewed the
proposed transaction, and have concluded that the transaction should
cause no reduction in the quality of services provided to the Fund and
should enhance Scudder's ability to provide such services.
Stockholders are also being asked to approve certain other matters that
have been set forth in the Fund's Notice of Meeting. THE BOARD MEMBERS OF YOUR
FUND BELIEVE THAT EACH OF THE PROPOSALS SET FORTH IN THE NOTICE OF MEETING FOR
YOUR FUND IS IMPORTANT AND RECOMMEND THAT YOU READ THE ENCLOSED MATERIALS
CAREFULLY AND THEN VOTE FOR ALL PROPOSALS.
Since all of the funds for which Scudder acts as investment manager are
required to conduct stockholder meetings, if you own shares of more than one
<PAGE> 7
fund, you will receive more than one proxy card. Please sign and return each
proxy card you receive.
Your vote is important. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN YOUR
PROXY CARD(S) IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE. If we do not receive
your executed proxy card(s) after a reasonable amount of time you may receive a
telephone call from our proxy solicitor, Shareholder Communications Corporation,
reminding you to vote your shares.
Respectfully,
/s/ Nicholas Bratt
Nicholas Bratt
President, Scudder International Fund, Inc.
and Scudder Global Fund, Inc. (each Fund except Scudder Global Fund)
/s/ William E. Holzer
William E. Holzer
President, Scudder Global Fund, Inc. (Scudder Global Fund only)
/s/ Daniel Pierce
Daniel Pierce
President, Scudder Mutual Funds, Inc.
Chairman, Scudder Global Fund, Inc.,
Scudder International Fund, Inc.
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD(S) AND RETURN IT IN THE
POSTAGE-PAID ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT
REGARDLESS OF THE SIZE OF YOUR SHAREHOLDINGS.
<PAGE> 8
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GLOBAL FUND, INC.
SCUDDER MUTUAL FUNDS, INC.
NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS
Please take notice that Special Meetings of Stockholders (each a "Special
Meeting") of each Scudder Corporation listed above (each a "Corporation" and,
collectively, the "Corporations"), the series of which are Scudder Emerging
Markets Growth Fund, Scudder Greater Europe Growth Fund, Scudder International
Fund, Scudder International Growth and Income Fund, Scudder Latin America Fund
and Scudder Pacific Opportunities Fund of Scudder International Fund, Inc.;
Scudder Emerging Markets Income Fund, Scudder Global Fund, Scudder Global Bond
Fund, Scudder Global Discovery Fund and Scudder International Bond Fund of
Scudder Global Fund, Inc.; and Scudder Gold Fund of Scudder Mutual Funds, Inc.
(each a "Fund" and, collectively, the "Funds") will be held jointly at the
offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st
Street), New York, New York 10154, on October 27, 1997, at 9:30 a.m., Eastern
time, for the following purposes:
(1) For each Corporation, to elect Directors;
(2) To approve or disapprove a new investment management agreement
between each Fund and Scudder Kemper Investments, Inc.;
(3) To approve or disapprove the Board's discretionary authority to
convert each Fund to a master/feeder fund structure through a
sale or transfer of assets or otherwise;
(4) For each Fund, to approve or disapprove the revision of certain
fundamental investment policies; and
(5) To ratify or reject the selection of Coopers & Lybrand L.L.P. as
the independent accountants for each of the Funds for each
Fund's current fiscal year.
The appointed proxies will vote on any other business as may properly come
before the Special Meeting or any adjournments thereof.
Holders of record of shares of common stock of each Fund at the close of
business on August 27, 1997 are entitled to vote at the Special Meeting and at
any adjournments thereof.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Special
Meeting with respect to one or more Corporations or, where applicable, Funds,
the persons named as proxies may propose one or more adjournments of the Special
Meeting in accordance with applicable law, to permit further solicitation of
proxies. Any such adjournment as to a matter requiring, respectively, a
Corporation-wide or a Fund by Fund vote will require the affirmative vote of the
<PAGE> 9
holders of a majority of the concerned Corporation's (for a Corporation-wide
vote) or, where applicable, the Fund's (for a Fund by Fund vote), shares present
in person or by proxy at the Special Meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor and will vote against any such adjournment those proxies to be voted
against that proposal.
By order of the Boards of Directors,
/s/ Thomas F. McDonough
Thomas F. McDonough
Secretary
September 3, 1997
IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN IT
IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) MAY SAVE THE
NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE SPECIAL
MEETINGS. IF YOU CAN ATTEND THE SPECIAL MEETINGS AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
<PAGE> 10
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GLOBAL FUND, INC.
SCUDDER MUTUAL FUNDS, INC.
345 PARK AVENUE, NEW YORK, NEW YORK 10154
JOINT PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of each of the Scudder
Corporations listed above (each a "Corporation" and, collectively, the
"Corporations"), the series of which are Scudder Emerging Markets Growth Fund,
Scudder Greater Europe Growth Fund, Scudder International Fund, Scudder
International Growth and Income Fund, Scudder Latin America Fund and Scudder
Pacific Opportunities Fund of Scudder International Fund, Inc.; Scudder Emerging
Markets Income Fund, Scudder Global Fund, Scudder Global Bond Fund, Scudder
Global Discovery Fund and Scudder International Bond Fund of Scudder Global
Fund, Inc.; and Scudder Gold Fund of Scudder Mutual Funds, Inc. (each a "Fund"
and, collectively, the "Funds") for use at the Special Meetings of Stockholders
of each Corporation, to be held jointly at the offices of Scudder, Stevens &
Clark, Inc. ("Scudder"), 25th Floor, 345 Park Avenue (at 51st Street), New York,
New York 10154, on October 27, 1997 at 9:30 a.m., Eastern time, and at any and
all adjournments thereof (the "Special Meeting"). (In the descriptions of the
various proposals below, the word "fund" is sometimes used to mean investment
companies or series thereof in general, and not the Funds whose proxy statement
this is.)
This Proxy Statement, the Notice of Special Meeting and the proxy card are
first being mailed to stockholders on or about September 3, 1997 or as soon as
practicable thereafter. Any stockholder 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, Stevens & Clark, Inc., 345 Park Avenue, New York, New York
10154), or in person at the Special 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 Special Meeting will be voted as specified in the proxy
or, if no specification is made, in favor of each proposal referred to in the
Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of the
holders of one-third of the shares entitled to be cast of a Corporation (for a
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 requiring,
respectively, Corporation-wide or Fund by Fund voting. In the event that the
necessary quorum to transact business or the vote required to approve or reject
any proposal is not obtained at the Special Meeting with respect to one or more
1
<PAGE> 11
Funds, the persons named as proxies may propose one or more adjournments of the
Special Meeting in accordance with applicable law to permit further solicitation
of proxies with respect to any proposal which did not receive the vote necessary
for its passage or to obtain a quorum. With respect to those proposals for which
there is represented a sufficient number of votes in favor, actions taken at the
Special Meeting will be effective irrespective of any adjournments with respect
to any other proposals. Any such adjournment as to a matter requiring,
respectively, a Corporation-wide or a Fund by Fund vote will require the
affirmative vote of the holders of a majority of the concerned Corporation's
(for a Corporation-wide vote) or Fund's (for a Fund by Fund vote) shares present
in person or by proxy at the Special Meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor 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 Special 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, stockholders are urged to forward their voting
instructions promptly.
Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares of each Corporation voting at the Special Meeting. Proposals 2 and 4
require the affirmative vote of a "majority of the outstanding voting
securities" of each Fund. The term "majority of the outstanding voting
securities" as defined in the Investment Company Act of 1940, as amended (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 each Fund present at the
meeting if more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (2) more than 50% of the outstanding shares of each Fund.
Approval of Proposal 3 requires the affirmative vote of a majority of the shares
of each Corporation outstanding and entitled to vote. Approval of Proposal 5
requires the affirmative vote of a majority of the shares of each Fund voting at
the Special Meeting.
Abstentions will have the effect of a "no" vote on all proposals. Broker
non-votes will have the effect of a "no" vote for Proposals 2, 3 and 4, which
require the approval of a specified percentage of the outstanding shares of each
Fund, if such vote is determined on the basis of obtaining the affirmative vote
of more than 50% of the outstanding shares of the Fund. Abstentions and broker
non-votes will not constitute "yes" or "no" votes for Proposals 2 or 4 and will
be disregarded in determining the voting securities "present" if such vote is
determined on the basis of the affirmative vote of 67% of the voting securities
of the Fund present at the Special Meeting. Broker non-votes will not be counted
in favor of, but will have no other effect on the vote for Proposals 1 and 5
which require the approval of a plurality of the shares of each Corporation and
majority of the shares of each Fund, respectively, voting at the Special
Meeting.
2
<PAGE> 12
Stockholders of each Fund will vote separately with respect to each of
Proposals 2, 4 and 5; and stockholders of each Corporation will vote together on
Proposals 1 and 3.
The following table summarizes those voting requirements:
<TABLE>
<CAPTION>
STOCKHOLDERS ENTITLED VOTE REQUIRED FOR
TO VOTE APPROVAL
---------------------- ----------------------
<S> <C> <C>
Proposal 1 Stockholders of each Each nominee must be
(Election of Directors) Corporation vote elected by a plurality
together for each of the shares of each
nominee (if a Corporation voting at
Corporation has the Special Meeting
several Funds,
stockholders of all
Funds vote together as
a single class)
Proposal 2 Stockholders of each Approved by a
(Approval of new Investment Fund vote separately "majority of the
Management Agreement) outstanding voting
securities" of each
Fund
Proposal 3 Stockholders of each Approved by a majority
(Approval of discretionary Corporation vote of the outstanding
authority to convert to separately shares of stock of
master/feeder fund each Corporation
structure)
Proposal 4 Stockholders of each Approved by a
(Approval of the revision Fund vote separately "majority of the
of certain fundamental outstanding voting
investment policies) securities" of each
Fund
Proposal 5 Stockholders of each Approved by a majority
(Ratification of selection Fund vote separately of the shares of each
of accountants) Fund voting at the
Special Meeting
</TABLE>
Holders of record of the shares of common stock of each Fund at the close
of business on August 27, 1997 (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
3
<PAGE> 13
the Special Meeting. The table below sets forth the number of shares outstanding
for each Fund as of June 30, 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES OUTSTANDING
NAME OF THE FUND AS OF JUNE 30, 1997
- ------------------------------------------------ ----------------------------
<S> <C>
Scudder Emerging Markets Growth Fund 14,513,350
Scudder Greater Europe Growth Fund 8,804,547
Scudder International Fund 53,664,915
Scudder International Growth and Income Fund 2,135,991
Scudder Latin America Fund 39,158,596
Scudder Pacific Opportunities Fund 16,107,324
Scudder Emerging Markets Income Fund 28,299,710
Scudder Global Fund 47,646,208
Scudder Global Bond Fund 15,972,938
Scudder Global Discovery Fund 17,018,378
Scudder International Bond Fund 22,435,381
Scudder Gold Fund 15,662,172
</TABLE>
Each Fund provides periodic reports to all of its stockholders 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 each Fund and a copy of any more recent semi-annual report, without
charge, by calling 800-225-2470 or writing the Fund, c/o Scudder, Stevens &
Clark, Inc, 345 Park Avenue, New York, New York 10154.
PROPOSAL 1: ELECTION OF DIRECTORS FOR EACH CORPORATION
At the Special Meeting, nine Directors are to be elected to constitute the
Boards of Scudder Global Fund, Inc. and ten Directors for Scudder International
Fund, Inc., and eight Directors for Scudder Mutual Funds, Inc. For election of
Directors at the Special Meeting, each Board of Directors has approved the
nomination of the individuals listed in the table below.
<TABLE>
<CAPTION>
SCUDDER
SCUDDER GLOBAL INTERNATIONAL FUND, SCUDDER MUTUAL
NAME FUND, INC. INC. FUNDS, INC.
- -------------------------- -------------- ------------------- --------------
<S> <C> <C> <C>
Paul Bancroft III X X X
Sheryle J. Bolton X X X
William T. Burgin X X X
Thomas J. Devine X X X
Keith R. Fox X X X
William H. Gleysteen, Jr. X X
William H. Luers X X X
Wilson Nolen X
Daniel Pierce X X X
Kathryn L. Quirk X X X
</TABLE>
4
<PAGE> 14
The persons named as proxies on the enclosed proxy card will vote for the
election of the nominees named above unless authority to vote for any or all of
the nominees is withheld in the proxy. Each Director so elected will serve as a
Director of the respective Corporation until the next meeting of stockholders,
if any, called for the purpose of electing Directors and until the election and
qualification of a successor or until such Director sooner dies, resigns or is
removed as provided in the Articles of Incorporation of each Corporation.
Each of the nominees has indicated that he or she is willing to serve as a
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 Directors may recommend. The
following table sets forth certain information concerning the current Directors
and the nominees. Unless otherwise noted, each of the Directors and nominees has
engaged in the principal occupation listed in the following table for more than
five years, but not necessarily in the same capacity.
NOMINEES:
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE CORPORATION
(DATE NOMINEE BECAME DIRECTOR),
NAME (AGE) PRINCIPAL OCCUPATION OR
----------- EMPLOYMENT AND DIRECTORSHIPS
---------------------------------------------------------------
<S> <C>
PAUL BANCROFT III(67) Director, Scudder Global Fund, Inc. (1986) and Scudder
International Fund, Inc. (1982). Venture Capitalist and
Consultant (1988 to present); Retired President, Chief
Executive Officer and Director, Bessemer Securities Corp.
(private investment company); Director, Western Atlas, Inc.
(diversified oil services and industrial automation company).
Former Director: Albany International, Inc. (paper machine belt
manufacturer); and Measurex Corp. (process control systems
company). Mr. Bancroft serves on the Boards of an additional 2
Trusts or Corporations whose Funds are advised by Scudder.
SHERYLE J. BOLTON(51) Director, Scudder Global Fund, Inc. (1995). Chief Executive
Officer, Scientific Learning Corporation. Former President and
Chief Operating Officer, Physicians' Online, Inc. (electronic
transmission of clinical information for physicians) (1994-95);
Member, Senior Management Team, Rockefeller & Co. (1990-93).
Ms. Bolton serves on the Board of an additional Trust whose
Funds are advised by Scudder.
WILLIAM T. BURGIN(53) Director, Scudder Global Fund, Inc. (1997) and Scudder Mutual
Funds, Inc. (1997). General Partner, Bessemer Venture Partners;
General Partner, Deer & Company; Director, James River Corp.;
Director, Galile Corp., Director of various privately held
companies. Mr. Burgin serves on the Boards of an additional 2
Trusts or Corporations whose Funds are advised by Scudder.
THOMAS J. DEVINE (70) Director, Scudder Global Fund, Inc., (1986) Scudder
International Fund, Inc. (1978) and Scudder Mutual Funds, Inc.
(1988). Consultant. Mr. Devine serves on the Boards of an
additional 3 Trusts or Corporations whose Funds are advised by
Scudder.
</TABLE>
5
<PAGE> 15
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE CORPORATION
(DATE NOMINEE BECAME DIRECTOR),
NAME (AGE) PRINCIPAL OCCUPATION OR
----------- EMPLOYMENT AND DIRECTORSHIPS
---------------------------------------------------------------
<S> <C>
KEITH R. FOX (43) Director, Scudder International Fund, Inc. (1996) and Scudder
Mutual Funds, Inc. (1996). President, Exeter Capital Management
Corporation (private equity investment firm). Mr. Fox serves on
the Boards of an additional 2 Trusts or Corporations whose
Funds are advised by Scudder.
WILLIAM H. GLEYSTEEN, JR. Director, Scudder Global Fund, Inc. (1990) and Scudder
(71) International Fund, Inc. (1990). Consultant; Guest Scholar,
Brookings Institution; Former President, The Japan Society,
Inc. (until 1996). Mr. Gleysteen serves on the Boards of an
additional 3 Trusts or Corporations whose Funds are advised by
Scudder.
WILLIAM H. LUERS (68) Director, Scudder Global Fund, Inc. (1990) and Scudder
International Fund, Inc. (1990). President, The Metropolitan
Museum of Art; Director: IDEX Corporation (liquid handling
equipment manufacturer) and Wickes Lumber Company (building
materials for contractors); Former Director: Transco Energy
Company (natural gas transmission company) (until 1995) and The
Discount Corporation of New York (bond trading) (until 1993).
Mr. Luers serves on the Boards of an additional Corporation
whose Funds are advised by Scudder.
WILSON NOLEN (70) Director, Scudder International Fund, Inc. (1975). Consultant;
Trustee: Cultural Institutions Retirement Fund, Inc., New York
Botanical Garden, Skowhegan School of Painting and Sculpture;
and Former Director, Ecohealth, Inc. (biotechnology company)
(until 1996). Mr. Nolen serves on the Boards of an additional 8
Trusts or Corporations whose Funds are advised by Scudder.
DANIEL PIERCE* (63) Vice President, Chairman of the Board and Director, Scudder
Global Fund, Inc. (1986); Chairman of the Board and Director,
Scudder International Fund, Inc. (1986); and, President and
Director, Scudder Mutual Funds, Inc. (1988). Chairman of the
Board and Managing Director of Scudder, Stevens & Clark, Inc.
Director, Fiduciary Trust Company (bank and trust company) and
Fiduciary Company Incorporated (bank and trust company). Mr.
Pierce serves on the Boards of an additional 15 Trusts or
Corporations whose Funds are advised by Scudder.
KATHRYN L. QUIRK* (44) Vice President, Assistant Secretary and Director, Scudder
Global Fund, Inc. (1997) and Scudder International Fund, Inc.
(1996). Managing Director of Scudder, Stevens & Clark, Inc. Ms.
Quirk serves on the Boards of an additional 10 Trusts or
Corporations whose Funds are advised by Scudder.
</TABLE>
- ------------------------------
* Directors considered by the Corporations and their counsel to be "interested
persons" (as defined in the 1940 Act) of the Corporations or of their
Investment Manager because of their employment by the Investment Manager and,
in some cases, holding offices with the Corporation.
6
<PAGE> 16
CURRENT DIRECTORS NOT STANDING FOR RE-ELECTION:
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE CORPORATION
(DATE BECAME DIRECTOR),
NAME (AGE) PRINCIPAL OCCUPATION OR
----------- EMPLOYMENT AND DIRECTORSHIPS
---------------------------------------------------------------
<S> <C>
NICHOLAS BRATT* (49) President (except Scudder Global Fund) (1985) and Director,
Scudder Global Fund, Inc. (1982) and Director, Scudder
International Fund, Inc. (1982). Managing Director of Scudder,
Stevens & Clark, Inc. Mr. Bratt serves on the Boards of an
additional 5 Trusts or Corporations whose Funds are advised by
Scudder.
DAVID S. LEE* (63) Vice President, Assistant Treasurer (1984) and Director,
Scudder International Fund, Inc. (1997); and Vice President
(1988) and Director, Scudder Mutual Funds, Inc. (1997).
Managing Director, Scudder, Stevens & Clark, Inc.; Trustee
Emeritus, New England Medical Center. Mr. Lee serves on the
Boards of an additional 14 Trusts or Corporations whose Funds
are advised by Scudder.
DR. GORDON SHILLINGLAW (72) Director, Scudder International Fund, Inc. (1982) and Scudder
Mutual Funds, Inc. (1988). Professor Emeritus of Accounting,
Columbia University Graduate School of Business. Dr.
Shillinglaw serves on the Boards of an additional 7 Trusts or
Corporations whose Funds are advised by Scudder.
</TABLE>
- ------------------------------
* Directors considered by the Corporations and their counsel to be "interested
persons" (as defined in the 1940 Act) of the Corporations or of their
Investment Manager because of their employment by the Investment Manager and,
in some cases, holding offices with the Corporation.
The table below sets forth the number of shares of each Fund owned directly
or beneficially by the nominees to and the Directors of the relevant Board of
Directors as of June 30, 1997. Nominees or Directors who do not own any Shares
have been omitted from the table. Funds which are not owned by any nominees or
Directors also have been omitted from the table.
<TABLE>
<CAPTION>
ALL CURRENT
DIRECTORS AND
OFFICERS AS A
FUND NAME(1) BANCROFT BOLTON BRATT DEVINE FOX GLEYSTEEN LUERS PIERCE QUIRK GROUP
- -------------------------------- -------- ------ ----- ------ --- --------- ----- ------ ----- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Scudder Global Fund, Inc.
Scudder Emerging Markets Income
Fund -- 416 542 -- 377* -- 1,342 2,703 -- 549,449(2)
Scudder Global Fund 7,941 -- -- 2,201 (3) -- 2,240 597 -- 122(4) 803,745(5)
Scudder Global Bond Fund -- -- -- -- 516* -- -- -- -- 44,662(6)
Scudder Global Discovery Fund 6,323 489 1,974 -- -- 1,494 -- 6,595 (7) -- 484,276(8)
Scudder International Bond Fund -- -- -- -- 481* -- -- -- -- 134,568(9)
</TABLE>
7
<PAGE> 17
<TABLE>
<CAPTION>
FUND NAME (1) BANCROFT BRATT DEVINE FOX GLEYSTEEN LEE LUERS NOLEN PIERCE QUIRK
- --------------------------- -------- ----- ------ ----- --------- ----- ----- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Scudder International Fund,
Inc.
Scudder Emerging Markets
Growth Fund 9,904 -- -- 632 -- -- -- 16,354 -- --
Scudder Greater Europe
Growth Fund 3,772 -- -- 501 -- 1,371(11) 566 9,510 889 --
Scudder International Fund 3,184 -- 410 185 592 6,574(13) 264 5,201(14) 16,235(15) 109
Scudder Latin America Fund -- -- -- 1,411(17) -- 1,741(18) -- 7,353 2,362(19) --
Scudder Pacific
Opportunities Fund -- 2,012 3,717 (21) 510 603 1,343(22) -- 3,046 4,152(23) --
<CAPTION>
ALL CURRENT
DIRECTORS AND
OFFICERS AS A
FUND NAME (1) SHILLINGLAW GROUP
- --------------------------- ----------- -------------
<S> <C><C> <C>
Scudder International Fund,
Inc.
Scudder Emerging Markets
Growth Fund 412 549,830(10)
Scudder Greater Europe
Growth Fund 427 196,253(12)
Scudder International Fund 616 254,688(16)
Scudder Latin America Fund 428 158,251(20)
Scudder Pacific
Opportunities Fund 256 316,953(24)
</TABLE>
<TABLE>
<CAPTION>
ALL CURRENT
DIRECTORS AND
OFFICERS AS A
FUND NAME (1) FOX PIERCE SHILLINGLAW GROUP
- ---------------------------------------------- --- ------ ----------- -------------
<S> <C> <C> <C> <C>
Scudder Mutual Funds, Inc.
Scudder Gold Fund 608 1,027 225 68,066(25)
</TABLE>
- ------------------------------
* Shares acquired after June 30, 1997.
(1) The information as to beneficial ownership is based on statements furnished
to the Corporations by each Director and nominee. Unless otherwise noted,
beneficial ownership is based on sole voting and investment power. Each
Director's and nominee's individual share holdings of any Fund constitutes
less than 1/4 of 1% of the shares outstanding of such Fund.
(2) As a group on June 30, 1997, the Directors and officers owned beneficially
1.94% of the outstanding shares of Scudder Emerging Markets Income Fund of
which 10,479 shares were held with sole investment and voting power and
538,970 shares were held with sole voting but no investment power. Shares
held with sole voting but no investment power are shares held in profit
sharing and 401(k) plans for which Jerard K. Hartman serves as Trustee.
(3) Mr. Devine's shares in Scudder Global Fund are held with shared investment
and voting power.
(4) Ms. Quirk's shares in Scudder Global Fund are held with shared investment
and voting power.
(5) As a group on June 30,1997, the Directors and officers owned beneficially
1.69% of the outstanding shares of Scudder Global Fund of which 29,446
shares were held with sole investment and voting power, 7,673 shares were
held with shared investment and voting power, and 766,626 shares were held
with sole voting but no investment power. Shares held with sole voting but
no investment power are shares held in profit sharing and 401(k) plans for
which Jerard K. Hartman serves as Trustee.
(6) As a group on June 30, 1997, the Directors and officers owned beneficially
0.28% of the outstanding shares of Scudder Global Bond Fund of which 2,432
shares were held with sole investment and voting power and 42,230 shares
were held with sole voting but no investment power. Shares held with sole
voting but no investment power are shares held in profit sharing and 401(k)
plans for which Jerard K. Hartman serves as Trustee.
(7) Mr. Pierce's total in Scudder Global Discovery Fund includes 181 shares
owned by members of his family and 5,603 shares held in a fiduciary
capacity as to which he shares investment and voting power.
(8) As a group on June 30,1997, the Directors and officers owned beneficially
2.85% of the outstanding shares of Scudder Global Discovery Fund of which
11,420 shares were held with sole investment and voting power, 10,369
shares were held with shared investment and voting
8
<PAGE> 18
power, and 462,487 shares were held with sole voting but no investment
power. Shares held with sole voting but no investment power are shares held
in profit sharing and 401(k) plans for which Jerard K. Hartman serves as
Trustee.
(9) As a group on June 30, 1997, the Directors and officers owned beneficially
0.60% of the outstanding shares of Scudder International Bond Fund of which
550 shares were held with sole investment and voting power and 134,018
shares were held with sole voting but no investment power. Shares held with
sole voting but no investment power are shares held in profit sharing and
401(k) plans for which Jerard K. Hartman serves as Trustee.
(10) As a group on June 30, 1997, the Directors and officers owned beneficially
3.79% of the outstanding shares of Scudder Emerging Markets Growth Fund of
which 36,059 shares were held with sole investment and voting power, 914
shares were held with shared investment and voting power, and 512,857
shares were held with sole voting but no investment power. Shares held with
sole voting but no investment power are shares held in profit sharing and
401(k) plans for which Jerard K. Hartman serves as Trustee.
(11) Mr. Lee's shares in Scudder Greater Europe Growth Fund are held with shared
investment and voting power.
(12) As a group on June 30, 1997, the Directors and officers owned beneficially
2.23% of the outstanding shares of Scudder Greater Europe Growth Fund of
which 17,575 shares were held with sole investment and voting power, 1,371
shares were held with shared investment and voting power, and 177,307
shares were held with sole voting but no investment power. Shares held with
sole voting but no investment power are shares held in profit sharing and
401(k) plans for which Jerard K. Hartman serves as Trustee.
(13) Mr. Lee's shares in Scudder International Fund are held in a fiduciary
capacity as to which he shares investment and voting power.
(14) Mr. Nolen's total in Scudder International Fund includes 162 shares held
with shared investment and voting power.
(15) Mr. Pierce's total in Scudder International Fund includes 70 shares owned
by members of his family and 16,165 shares held in a fiduciary capacity as
to which he shares investment and voting power.
(16) As a group on June 30, 1997, the Directors and officers owned beneficially
0.47% of the outstanding shares of Scudder International Fund of which
10,887 shares were held with sole investment and voting power, 24,897
shares were held with shared investment and voting power, and 218,884
shares were held with sole voting but no investment power. Shares held with
sole voting but no investment power are shares held in profit sharing and
401(k) plans for which Jerard K. Hartman serves as Trustee.
(17) Mr. Fox's total in Scudder Latin America Fund includes 1,008 shares
acquired after June 30, 1997.
(18) Mr. Lee's total in Scudder Latin America Fund includes 1,188 shares owned
by members of his family and 553 shares held in a fiduciary capacity as to
which he shares investment and voting power.
(19) Mr. Pierce's total in Scudder Latin America Fund includes 223 shares owned
by members of his family and 638 shares held in a fiduciary capacity as to
which he shares investment and voting power.
(20) As a group on June 30,1997, the Directors and officers owned beneficially
0.40% of the outstanding shares of Scudder Latin America Fund of which
15,140 shares were held with sole investment and voting power, 2,755 shares
were held with shared investment and voting power, and 140,356 shares were
held with sole voting but no investment power. Shares held with sole voting
but no investment power are shares held in profit sharing and 401(k) plans
for which Jerard K. Hartman serves as Trustee.
(21) Mr. Devine's shares in Scudder Pacific Opportunities Fund are held with
shared investment and voting power.
(22) Mr. Lee's shares in Scudder Pacific Opportunities Fund are held with shared
investment and voting power.
(23) Mr. Pierce's total in Scudder Pacific Opportunities Fund includes 1,405
shares owned by members of his family and 901 shares held in a fiduciary
capacity as to which he shares investment and voting power.
9
<PAGE> 19
(24) As a group on June 30, 1997, the Directors and officers owned beneficially
2.25% of the outstanding shares of Scudder Pacific Opportunities Fund of
which 9,061 shares were held with sole investment and voting power, 8,267
shares were held with shared investment and voting power, and 299,625
shares were held with sole voting but no investment power. Shares held with
sole voting but no investment power are shares held in profit sharing and
401(k) plans for which Jerard K. Hartman serves as Trustee.
(25) As a group on June 30, 1997, the Directors and officers owned beneficially
0.44% of the outstanding shares of Scudder Gold Fund of which 1,860 shares
were held with sole investment and voting power and 66,206 shares were held
with sole voting but no investment power. Shares held with sole voting but
no investment power are shares held in profit sharing and 401(k) plans for
which Jerard K. Hartman serves as Trustee.
Certain accounts for which the Investment Manager acts as investment
adviser owned 1,637,301 shares in the aggregate, or 5.79% of the outstanding
shares of Scudder Emerging Markets Income Fund on June 30, 1997. The Investment
Manager may be deemed to be a beneficial owner of such shares but disclaims any
beneficial ownership in such shares.
As of June 30, 1997, 6,178,668 shares in the aggregate, 21.83% of the
outstanding shares of Scudder Emerging Markets Income Fund were held in the name
of Charles Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may
be deemed to be the beneficial owner of certain of these shares, but disclaims
any beneficial ownership therein.
As of June 30, 1997, 4,454,160 shares in the aggregate, 9.35% of the
outstanding shares of Scudder Global Fund were held in the name of Charles
Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may be deemed
to be the beneficial owner of certain of these shares, but disclaims any
beneficial ownership therein.
As of June 30, 1997, 922,316 shares in the aggregate, 5.77% of the
outstanding shares of Scudder Global Bond Fund were held in the name of Charles
Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may be deemed
to be the beneficial owner of certain of these shares, but disclaims any
beneficial ownership therein.
Certain accounts for which the Investment Manager acts as investment
adviser owned 2,059,778 shares in the aggregate, or 12.10% of the outstanding
shares of Scudder Global Discovery Fund on June 30, 1997. The Investment Manager
may be deemed to be a beneficial owner of such shares but disclaims any
beneficial ownership in such shares.
As of June 30, 1997, 1,095,302 shares in the aggregate, 6.44% of the
outstanding shares of Scudder Global Discovery Fund were held in the name of
Charles Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may be
deemed to be the beneficial owner of certain of these shares, but disclaims any
beneficial ownership therein.
As of June 30, 1997, 3,064 shares in the aggregate, 13.66% of the
outstanding shares of Scudder International Bond Fund were held in the name of
Charles Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may be
10
<PAGE> 20
deemed to be the beneficial owner of certain of these shares, but disclaims any
beneficial ownership therein.
Certain accounts for which the Investment Manager acts as investment
adviser owned 3,270,954 shares in the aggregate, or 22.54% of the outstanding
shares of Scudder Emerging Markets Growth Fund on June 30, 1997. The Investment
Manager may be deemed to be a beneficial owner of such shares but disclaims any
beneficial ownership in such shares.
As of June 30, 1997, 958,804 shares in the aggregate, 6.61% of the
outstanding shares of Scudder Emerging Markets Growth Fund were held in the name
of Charles Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may
be deemed to be the beneficial owner of certain of these shares, but disclaims
any beneficial ownership therein.
As of June 30, 1997, 1,030,046 shares in the aggregate, 11.70% of the
outstanding shares of Scudder Greater Europe Growth Fund were held in the name
of Charles Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may
be deemed to be the beneficial owner of certain of these shares, but disclaims
any beneficial ownership therein.
As of June 30, 1997, 1,009,437 shares in the aggregate, 11.47% of the
outstanding shares of Scudder Greater Europe Growth Fund were held in the name
of Fidelity Investments Institutional Operations Co., 100 Magellan Way -- Mail
Zone KWIC, Covington, Kentucky 41015, who may be deemed to be the beneficial
owner of certain of these shares, but disclaims any beneficial ownership
therein.
As of June 30, 1997, 3,476,331 shares in the aggregate, 6.48% of the
outstanding shares of Scudder International Fund were held in the name of
Charles Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may be
deemed to be the beneficial owner of certain of these shares, but disclaims any
beneficial ownership therein.
As of June 30, 1997, 4,412,285 shares in the aggregate, 11.27% of the
outstanding shares of Scudder Latin America Fund were held in the name of
Charles Schwab & Co., 101 Montgomery Street, San Francisco, CA 94104, who may be
deemed to be the beneficial owner of certain of these shares, but disclaims any
beneficial ownership therein.
Certain accounts for which the Investment Manager acts as investment
adviser owned 1,611,307 shares in the aggregate, or 10.31% of the outstanding
shares of Scudder Pacific Opportunities Fund on June 30, 1997. The Investment
Manager may be deemed to be a beneficial owner of such shares but disclaims any
beneficial ownership in such shares.
As of June 30, 1997, 2,284,098 shares in the aggregate, 14.62% of the
outstanding shares of Scudder Gold Fund were held in the name of Charles, Schwab
& Co., 101 Montgomery Street, San Francisco, CA 94104, who may be
11
<PAGE> 21
deemed to be the beneficial owner of certain of these shares, but disclaims any
beneficial ownership therein.
To the best of each Corporation's knowledge, as of June 30, 1997, no person
owned beneficially more than 5% of any Fund's outstanding shares, except as
stated above.
RESPONSIBILITIES OF THE BOARD--BOARD AND COMMITTEE MEETINGS
The Board of Directors of each Corporation is responsible for the general
oversight of Fund business. A majority of the Board's members are not affiliated
with Scudder. These Non-interested Directors have primary responsibility for
assuring that each Fund is managed in a manner consistent with the best
interests of its stockholders.
Each Board of Directors meets at least quarterly to review the investment
performance of the Funds and other operational matters, including policies and
procedures designed to assure compliance with various regulatory requirements.
At least annually, the Non-interested Directors review the fees paid to the
Investment Manager and its affiliates for investment advisory services and other
administrative and shareholder services. In this regard, they evaluate, among
other things, each Fund's investment performance, the quality and efficiency of
the various other services provided, costs incurred by the Investment Manager
and its affiliates, and comparative information regarding fees and expenses of
competitive funds. They are assisted in this process by the Funds' independent
public accountants and by independent legal counsel selected by the Non-
interested Directors. In addition, the Non-interested Directors from time to
time have established and served on task forces and subcommittees focusing on
particular matters such as investment, accounting and shareholder service
issues.
The Board of each Corporation has both an Audit Committee and a Committee
on Independent Directors, the responsibilities of which are described below.
AUDIT COMMITTEE
The Board of each Corporation has an Audit Committee consisting of the
Non-interested Directors. The Audit Committee reviews with management and the
independent accountants for each Fund, among other things, the scope of the
audit and the 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 each Fund to the Board
and, in general, considers and reports to the Board on matters regarding each
Fund's accounting and bookkeeping practices.
12
<PAGE> 22
COMMITTEE ON INDEPENDENT DIRECTORS
The Board of each Corporation has a Committee on Independent Directors
consisting of all the Non-interested Directors. The Committee is charged with
the duty of making all nominations for Non-interested Directors and
consideration of other related matters. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action.
The following chart sets forth the number of meetings of the Board, the
Audit Committee and the Committee on Independent Directors of each Corporation
during the calendar year 1996.
NUMBER OF BOARD AND COMMITTEE MEETINGS HELD
DURING THE CALENDAR YEAR 1996
<TABLE>
<CAPTION>
COMMITTEE ON
BOARD OF AUDIT INDEPENDENT
NAME OF CORPORATION DIRECTORS COMMITTEE DIRECTORS
------------------- MEETINGS MEETINGS MEETINGS
--------- --------- ------------
<S> <C> <C> <C>
Scudder Global Fund, Inc. 6 2 1
Scudder International Fund, Inc. 6 2 1
Scudder Mutual Funds, Inc. 6 1 1
</TABLE>
In addition to the Board and committee meetings listed above, the Directors
of each Corporation attended various other meetings on behalf of each
Corporation during the year, including meetings with their independent legal
counsel and informational meetings.
HONORARY DIRECTORS
Robert W. Lear and Robert G. Stone, Jr. serve as Honorary Directors of
Scudder Global Fund, Inc. and Scudder International Fund, Inc., and Robert G.
Stone, Jr. serves as Honorary Director of Scudder Mutual Funds, Inc. Honorary
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.
13
<PAGE> 23
EXECUTIVE OFFICERS
In addition to Ms. Quirk and Messrs. Bratt, Lee and Pierce, Directors who
are also officers of certain Corporations, the following persons are Executive
Officers of the Corporations:
PRESENT OFFICE WITH THE CORPORATION
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR CORPORATION (YEAR FIRST
NAME (AGE) EMPLOYMENT(1) BECAME AN OFFICER)(2)
- ------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Elizabeth J. Allan (44) Vice President; Principal of Scudder International Fund,
Scudder, Stevens & Clark, Inc. (1995)
Inc.
Joyce E. Cornell (53) Vice President; Principal of Scudder International Fund,
Scudder, Stevens & Clark, Inc. (1996)
Inc.
Richard W. Desmond (61) Assistant Secretary; Vice Scudder International Fund,
President of Scudder, Stevens Inc. (1985)
& Clark, Inc.
Carol L. Franklin (44) Vice President; Principal of Scudder International Fund,
Scudder, Stevens & Clark, Inc. (1996)
Inc.
Edmund B. Games, Jr. (60) Vice President; Principal of Scudder International Fund,
Scudder, Stevens & Clark, Inc. (1992)
Inc.
Susan E. Gray (32) Vice President; Principal of Scudder Global Fund, Inc.
Scudder, Stevens & Clark, (1996)
Inc.
Jerard K. Hartman (64) Vice President; Managing Scudder Global Fund, Inc.
Director of Scudder, Stevens (1988); Scudder International
& Clark, Inc. Fund, Inc. (1986); Scudder
Mutual Funds, Inc. (1988)
Clay L. Hoes (41) Vice President; Principal of Scudder Mutual Funds, Inc.
Scudder, Stevens & Clark, (1996)
Inc. Mr. Hoes has 15 years'
scientific and investment
research experience relative
to natural resources.
William E. Holzer (48) President of Scudder Global Scudder Global Fund, Inc.
Fund, Inc. (Scudder Global (1986)
Fund only) and Vice President
of Scudder International
Fund, Inc.; Managing Director
of Scudder, Stevens & Clark,
Inc.
Gary P. Johnson (45) Vice President; Principal of Scudder Global Fund, Inc.
Scudder, Stevens & Clark, (1997)
Inc.
Thomas W. Joseph (58) Vice President; Principal of Scudder Global Fund, Inc.
Scudder, Stevens & Clark, (1986); Scudder International
Inc. Fund, Inc. (1986); Scudder
Mutual Funds, Inc. (1989)
Thomas F. McDonough (50) Vice President and Secretary; Scudder Global Fund, Inc.
Principal of Scudder, Stevens (1986); Scudder International
& Clark, Inc. Fund, Inc. (1984); Scudder
Mutual Funds, Inc. (1988)
Pamela A. McGrath (43) Vice President and Treasurer; Scudder Global Fund, Inc.
Managing Director of Scudder, (1990); Scudder International
Stevens & Clark, Inc. Fund, Inc. (1990); Scudder
Mutual Funds, Inc. (1990)
Gerald J. Moran (58) Vice President; Principal of Scudder Global Fund, Inc.
Scudder, Stevens & Clark, (1991)
Inc.
</TABLE>
14
<PAGE> 24
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR CORPORATION (YEAR FIRST
NAME (AGE) EMPLOYMENT(1) BECAME AN OFFICER)(2)
- ------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Edward J. O'Connell (52) Vice President and Assistant Scudder Global Fund, Inc.
Treasurer; Principal of (1986); Scudder International
Scudder, Stevens & Clark, Fund, Inc.(1987); Scudder
Inc. Mutual Funds, Inc. (1988)
M. Isabel Saltzman (42) Vice President; Managing Scudder Global Fund, Inc.
Director of Scudder, Stevens (1995)
& Clark, Inc.
</TABLE>
- ------------------------------
(1) Other than Clay Hoes, all of the Executive 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 DIRECTORS AND OFFICERS
Each Corporation pays each of its Non-interested Directors an annual
Director's fee plus specified amounts for Board and committee meetings attended
and compensates him or her for expenses related to Corporation business.
Scudder supervises each Fund's investments, pays the compensation and
certain expenses of its personnel who serve as Directors and officers of each
Corporation and receives a management fee for its services. Several of each
Corporation's officers and Directors are also officers, Directors, employees or
stockholders of Scudder and participate in the fees paid to that firm, although
each such Corporation makes no direct payments to them other than for
reimbursement of travel expenses in connection with their attendance at
Directors' and committee meetings.
The following Compensation Table provides in tabular form the following
data:
Column (1) All Directors who receive compensation from each
Corporation.
Column (2) Aggregate compensation received by each Director of each
Corporation during the calendar year 1996.
Column (3) Total compensation received by each Director from funds
managed by Scudder (collectively, the "Fund Complex") during the calendar
year 1996.
The Directors do not receive any pension or retirement benefits from any
Corporation in the Fund Complex, unless otherwise noted.
15
<PAGE> 25
COMPENSATION TABLE
<TABLE>
<CAPTION>
(3)
(2) TOTAL
COMPENSATION
AGGREGATE COMPENSATION FROM THE
------------------------------------------------ CORPORATIONS
(1) SCUDDER SCUDDER AND FUND
NAME OF SCUDDER GLOBAL INTERNATIONAL MUTUAL COMPLEX
DIRECTOR FUND, INC. FUND, INC. FUNDS, INC. PAID TO DIRECTOR
- --------------------------- -------------- ------------- ----------- ---------------------
<S> <C> <C> <C> <C> <C>
Paul Bancroft III $ 42,750 $41,486 -- $143,358 (16 Funds)
Sheryle J. Bolton $ 45,100 -- -- $ 71,200 (9 Funds)
Thomas J. Devine $ 45,500 $44,086 $ 8,700 $156,058 (18 Funds)
Keith R. Fox -- $43,486 $ 8,550 $ 87,508 (10 Funds)
William H. Gleysteen, Jr. $ 45,500 $44,086 -- $130,336* (13 Funds)
William H. Luers $ 44,750 $43,486 -- $100,486 (11 Funds)
Wilson Nolen -- $45,086 -- $165,608 (17 Funds)
Dr. Gordon Shillinglaw -- $45,086 $ 9,250 $119,918 (19 Funds)
Robert G. Stone, Jr.,
Honorary Director $ 0 $ 0 $ 0 $ 12,272** (2 Funds)
</TABLE>
- ---------------
* This amount does not reflect $4,888 in retirement benefits accrued as part of
Fund Complex expenses, and $3,000 in estimated annual benefits payable upon
retirement. Retirement benefits accrued and proposed are to be paid to Mr.
Gleysteen as additional compensation for serving on the Board of The Japan
Fund, Inc.
** This amount does not reflect $6,189 in retirement benefits accrued as part of
Fund Complex expenses, and $6,000 in estimated annual benefits payable upon
retirement. Retirement benefits accrued and proposed are to be paid to Mr.
Stone as additional compensation for serving on the Board of The Japan Fund,
Inc.
REQUIRED VOTE
Election of each of the listed nominees for Director requires the
affirmative vote of a plurality of the votes of each Corporation cast at the
Special Meeting in person or by proxy. The Directors of each Corporation
recommend that the stockholders of each Corporation vote in favor of each of the
nominees listed in this Proposal 1.
PROPOSAL 2: APPROVAL OF NEW
INVESTMENT MANAGEMENT AGREEMENT
INTRODUCTION
Scudder acts as the investment manager to each Fund pursuant to investment
management agreements entered into by each Fund and Scudder (each a "Current
Investment Management Agreement" and, collectively, the "Current Investment
Management Agreements"). (Scudder is sometimes referred to in
16
<PAGE> 26
this proxy statement as the "Investment Manager.") The term "Current Investment
Management" Agreement is defined herein to include: (i) with respect to Scudder
Global Fund, a fee reduction to become effective September 11, 1997 pursuant to
which the Fund's investment management fee will be equal to an annual rate of
1.0 percent of the Fund's average daily net assets on the first $500 million in
assets, .95 of 1 percent on the next $500 million in assets, .90 of 1 percent on
assets over $1 billion, and .85 of 1 percent on assets over $1.5 billion; and
(ii) with respect to Scudder Latin America Fund, a fee reduction to become
effective September 11, 1997 pursuant to which the Fund's investment management
fee will be equal to an annual rate of 1.25 of 1 percent of the Fund's average
daily net assets on the first $1 billion in assets, and 1.15 of 1 percent on
assets over $1 billion. On June 26, 1997, Scudder entered into a Transaction
Agreement (the "Transaction Agreement") with Zurich Insurance Company ("Zurich")
pursuant to which Scudder and Zurich have agreed to form an alliance. Under the
terms of the Transaction Agreement, Zurich will acquire a majority interest in
Scudder, and Zurich Kemper Investments, Inc. ("ZKI"), a Zurich subsidiary, will
become part of Scudder. Scudder's name will be changed to Scudder Kemper
Investments, Inc. ("Scudder Kemper"). The foregoing are referred to as the
"Transactions." ZKI, a Chicago-based investment adviser and the adviser to the
Kemper funds, has approximately $80 billion under management. The headquarters
of Scudder Kemper will be in New York. Edmond D. Villani, Scudder's Chief
Executive Officer, will continue as Chief Executive Officer of Scudder Kemper
and will become a member of Zurich's Corporate Executive Board.
Consummation of the Transactions would constitute an "assignment," as that
term is defined in the 1940 Act, of each Fund's Current Investment Management
Agreement with Scudder. As required by the 1940 Act, each of the Current
Investment Management Agreements provides for its automatic termination in the
event of its assignment. In anticipation of the Transactions, a new investment
management agreement (each a "New Investment Management Agreement" and,
collectively, the "New Investment Management Agreements," together with the
Current Investment Management Agreements, the "Investment Management
Agreements") between each Fund and Scudder Kemper is being proposed for approval
by stockholders of each Fund. A copy of the master form of the New Investment
Management Agreement is attached hereto as Exhibit A. THE NEW INVESTMENT
MANAGEMENT AGREEMENT FOR EACH FUND IS IN ALL MATERIAL RESPECTS ON THE SAME TERMS
AS THE CORRESPONDING CURRENT INVESTMENT MANAGEMENT AGREEMENT. Conforming changes
are being recommended to the New Investment Management Agreement in order to
promote consistency among all of the funds currently advised by Scudder and to
permit ease of administration. The material terms of each Current Investment
Management Agreement are described under "Description of the Current Investment
Management Agreement" below.
17
<PAGE> 27
BOARD OF DIRECTORS' RECOMMENDATION
On August 6, 1997, the Board of each Corporation, including the Directors
who are not parties to such agreement or "interested persons" (as defined under
the 1940 Act) (the "Non-interested Directors") of any such party, voted to
approve the New Investment Management Agreements and to recommend their
respective approval to stockholders.
For information about the Boards' deliberations and the reasons for their
recommendation, please see "Board of Directors' Evaluation" below.
The Board of each Corporation recommends that its stockholders vote in
favor of the approval of the New Investment Management Agreement for each Fund.
BOARD OF DIRECTORS' EVALUATION
On June 26, 1997, representatives of Scudder advised the Non-interested
Directors of each Corporation by means of a telephone conference call that
Scudder had entered into the Transaction Agreement. At that time, Scudder
representatives described the general terms of the proposed Transactions and the
perceived benefits for the Scudder organization and for its investment advisory
clients.
Scudder subsequently furnished the Non-interested Directors with additional
information regarding the proposed Transactions, including information regarding
the terms of the proposed Transactions, and information regarding the Zurich and
ZKI organizations. In a series of subsequent telephone conference calls and
in-person meetings, the Non-interested Directors discussed this information
among themselves and with representatives of Scudder and Zurich. They were
assisted in their review of this information by their independent legal counsel
and also consulted with a representative of the Funds' independent auditors and
with an independent consultant knowledgeable in mutual fund industry matters.
In the course of these discussions, Scudder advised the Non-interested
Directors that it did not expect that the proposed Transactions would have a
material effect on the operations of the Funds or their stockholders. Scudder
has advised the Non-interested Directors that the Transaction Agreement, by its
terms, does not contemplate any changes in the structure or operations of the
Funds. Scudder representatives have informed the Directors that Scudder
currently intends to maintain the separate existence of the funds that Scudder
and ZKI manage in their respective distribution channels. Scudder has also
advised the Non-interested Directors that although it expects that various
portions of the ZKI organization would be combined with Scudder's operations,
the senior executives of Scudder overseeing those operations will remain largely
unchanged. It is possible, however, that changes in certain personnel currently
involved in providing services to the Funds may result from future efforts to
combine the strengths and efficiencies of both firms. In their discussions with
the Directors, Scudder representatives also emphasized the strengths of the
Zurich
18
<PAGE> 28
organization and its commitment to provide the new Scudder Kemper organization
with the resources necessary to continue to provide high quality services to the
Funds and the other investment advisory clients of the new Scudder Kemper
organization.
The Board of each Corporation was advised that Scudder intends to rely on
Section 15(f) of the 1940 Act, which provides a non-exclusive safe harbor for an
investment adviser to an investment company or any of the investment adviser's
affiliated persons (as defined under the 1940 Act) to receive any amount or
benefit in connection with a change in control of the investment adviser so long
as two conditions are met. First, for a period of three years after the
transaction, at least 75% of the board members of the investment company must
not be "interested persons" of the investment company's investment adviser or
its predecessor adviser. On or prior to the consummation of the Transactions,
each of the Boards, assuming the election of the nominees that you are being
asked to elect in "Proposal 1: Election of Directors," would be in compliance
with this provision of Section 15(f). (See "Proposal 1: Election of Directors".)
Second, an "unfair burden" must not be imposed upon the investment company as a
result of such transaction or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden" is defined in
Section 15(f) to include any arrangement during the two-year period after the
transaction whereby the investment adviser, or any interested person of any such
adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its shareholders (other than fees for
bona fide investment advisory or other services) or from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the investment company (other than bona fide ordinary compensation
as principal underwriter for such investment company). No such compensation
agreements are contemplated in connection with the Transactions. Scudder has
undertaken to pay the costs of preparing and distributing proxy materials to,
and of holding the meeting of, the Funds' stockholders as well as other fees and
expenses in connection with the Transactions, including the fees and expenses of
legal counsel and consultants to the Funds and the Non-interested Directors.
During the course of their deliberations, the Non-interested Directors
considered a variety of factors, including the nature, quality and extent of the
services furnished by Scudder to the Funds; the necessity of Scudder's
maintaining and enhancing its ability to retain and attract capable personnel to
serve the Funds; the investment record of Scudder in managing the Funds; the
increased complexity of the domestic and international securities markets;
Scudder's profitability from advising the Funds; possible economies of scale;
comparative data as to investment performance, advisory fees and other fees,
including administrative fees, and expense ratios; the risks assumed by Scudder;
the advantages and possible disadvantages to the Funds of having an adviser of
the Funds which also serves other investment companies as well as other
accounts; possible benefits to Scudder from serving as manager to the Funds and
from affiliates of Scudder serving the Funds in various other capacities;
current and
19
<PAGE> 29
developing conditions in the financial services industry, including the entry
into the industry of large and well capitalized companies which are spending and
appear to be prepared to continue to spend substantial sums to engage personnel
and to provide services to competing investment companies; and the financial
resources of Scudder and the continuance of appropriate incentives to assure
that Scudder will continue to furnish high quality services to the Funds.
In addition to the foregoing factors, the Non-interested Directors gave
careful consideration to the likely impact of the Transactions on the Scudder
organization. In this regard, the Non-interested Directors considered, among
other things, the structure of the Transactions which affords Scudder executives
substantial autonomy over Scudder's operations and provides substantial equity
participation and incentives for many Scudder employees; Scudder's and Zurich's
commitment to Scudder's paying compensation adequate to attract and retain top
quality personnel; Zurich's strategy for the development of its asset management
business through Scudder; information regarding the financial resources and
business reputation of Zurich; and the complementary nature of various aspects
of the business of Scudder and the Zurich Kemper organization and the intention
to maintain separate Scudder and Kemper brands in the mutual fund business.
Based on the foregoing, the Non-interested Directors concluded that the
Transactions should cause no reduction in the quality of services provided to
the Funds and believe that the Transactions should enhance Scudder's ability to
provide such services. The Non-interested Directors considered the foregoing
factors with respect to each of the Funds.
On August 6, 1997, the Directors of each Corporation, including the Non-
interested Directors of each Corporation, approved the New Investment Management
Agreement.
INFORMATION CONCERNING THE TRANSACTIONS AND ZURICH
Under the Transaction Agreement, Zurich will pay $866.7 million in cash to
acquire two-thirds of Scudder's outstanding shares and will contribute ZKI to
Scudder for additional shares, following which Zurich will have a 79.1% fully
diluted equity interest in the combined business. Zurich will then transfer a
9.6% fully diluted equity interest in Scudder Kemper to a defined contribution
plan for the benefit of Scudder and ZKI employees, as well as cash and warrants
on Zurich shares for award to Scudder employees, in each case subject to
five-year vesting schedules. After giving effect to the Transactions, current
Scudder stockholders will have a 29.6% fully diluted equity interest in Scudder
Kemper and Zurich will have a 69.5% fully diluted interest in Scudder Kemper.
Scudder's name will be change to Scudder Kemper Investments, Inc.
The purchase price for Scudder or for ZKI in the Transactions is subject to
adjustment based on the impact to revenues of non-consenting clients, and will
be reduced if the annualized investment management fee revenues (excluding the
effect of market changes, but taking into account new assets under manage-
20
<PAGE> 30
ment) from clients at the time of closing, as a percentage of such revenues as
of June 30, 1997 (the "Revenue Run Rate Percentage"), is less than 90%.
At the closing, Zurich and the other stockholders of Scudder Kemper will
enter into a Second Amended and Restated Security Holders Agreement (the "New
SHA"). Under the New SHA, Scudder stockholders will be entitled to designate
three of the seven members of the Scudder Kemper board of directors and two of
the four members of an Executive Committee, which will be the primary
management-level committee of Scudder Kemper. Zurich will be entitled to
designate the other four members of the Scudder Kemper board and the other two
members of the Executive Committee.
The names, addresses and principal occupations of the initial Scudder-
designated directors of Scudder Kemper are as follows: Lynn S. Birdsong, 345
Park Avenue, New York, New York, Managing Director of Scudder; Cornelia M.
Small, 345 Park Avenue, New York, New York, Managing Director of Scudder; and
Edmond D. Villani, 345 Park Avenue, New York, New York, President, Chief
Executive Officer and Managing Director of Scudder.
The names, addresses and principal occupations of the initial Zurich-
designated directors of Scudder Kemper are as follows: Lawrence W. Cheng,
Mythenquai 2, Zurich, Switzerland, Chief Investment Officer for Investments and
Institutional Asset Management and the corporate functions of Securities and
Real Estate for Zurich; Steven M. Gluckstern, Mythenquai 2, Zurich, Switzerland,
responsible for Reinsurance, Structured Finance, Capital Market Products and
Strategic Investments, and a member of the Corporate Executive Board of Zurich;
Rolf Hueppi, Mythenquai 2, Zurich, Switzerland, Chairman of the Board and Chief
Executive Officer of Zurich; and Markus Rohrbasser, Mythenquai 2, Zurich,
Switzerland, Chief Financial Officer and member of the Corporate Executive Board
of Zurich.
The initial Scudder-designated Executive Committee members will be Messrs.
Birdsong and Villani (Chairman). The initial Zurich-designated Executive
Committee members will be Messrs. Cheng and Rohrbasser.
The New SHA requires the approval of a majority of the Scudder-designated
directors for certain decisions, including changing the name of Scudder Kemper,
effecting an initial public offering before April 15, 2005, causing Scudder
Kemper to engage substantially in non-investment management and related
business, making material acquisitions or divestitures, making material changes
in Scudder Kemper's capital structure, dissolving or liquidating Scudder Kemper,
or entering into certain affiliated transactions with Zurich. The New SHA also
provides for various put and call rights with respect to Scudder Kemper stock
held by current Scudder employees, limitations on Zurich's ability to purchase
other asset management companies outside of Scudder Kemper, rights of Zurich to
repurchase Scudder Kemper stock upon termination of employment of Scudder Kemper
personnel, and registration rights for stock held by continuing Scudder
stockholders.
21
<PAGE> 31
The Transactions are subject to a number of conditions, including approval
by Scudder stockholders; the Revenue Run Rate Percentages of Scudder and ZKI
being at least 75%; Scudder and ZKI having obtained director and stockholder
approvals from U.S.-registered funds representing 90% of assets of such funds
under management as of June 30, 1997; the absence of any restraining order or
injunction preventing the Transactions, or any litigation challenging the
Transactions that is reasonably likely to result in an injunction or
invalidation of the Transactions; and the continued accuracy of the
representations and warranties contained in the Transaction Agreement. The
Transactions are expected to close during the fourth quarter of 1997.
The information set forth above concerning the Transactions has been
provided to the Corporations by Scudder, and the information set forth below
concerning Zurich has been provided to the Corporations by Zurich.
Founded in 1872, Zurich is a multinational, public corporation organized
under the laws of Switzerland. Its home office is located at Mythenquai 2, 8002
Zurich, Switzerland. Historically, Zurich's earnings have resulted from its
operations as an insurer as well as from its ownership of its subsidiaries and
affiliated companies (the "Zurich Insurance Group"). Zurich and the Zurich
Insurance Group provide an extensive range of insurance products and services,
and have branch offices and subsidiaries in more than 40 countries throughout
the world. Zurich Insurance Group is particularly strong in the insurance of
international companies and organizations. Over the past few years, Zurich's
global presence, particularly in the United States, has been strengthened by
means of selective acquisitions.
DESCRIPTION OF THE CURRENT INVESTMENT MANAGEMENT AGREEMENTS
Under each Current Investment Management Agreement, Scudder provides each
Fund with continuing investment management services. The Investment Manager also
determines which securities shall be purchased, held, or sold, and what portion
of each Fund's assets shall be held uninvested, subject to each Corporation's
Articles of Incorporation, By-Laws, investment policies and restrictions, the
provisions of the 1940 Act, and such policies and instructions as the Directors
may determine.
Each Current Investment Management Agreement provides that the Investment
Manager will provide portfolio management services, place portfolio transactions
in accordance with policies expressed in each Fund's registration statement, pay
each Fund's office rent, render significant administrative services on behalf of
each Fund (not otherwise provided by third parties) necessary for each Fund's
operating as an open-end investment company including, but not limited to,
preparing reports to and meeting materials for each Corporation's Board of
Directors and reports and notices to Fund stockholders; supervising, negotiating
contractual arrangements with, to the extent appropriate, and monitoring the
performance of various third-party and affiliated service providers to each Fund
(such as each Fund's transfer and pricing agents, fund accounting
22
<PAGE> 32
agent, custodian, accountants and others) and other persons in any capacity
deemed necessary or desirable to Fund operations; preparing and making filings
with the Securities and Exchange Commission (the "SEC" or the "Commission") and
other regulatory and self-regulatory organizations, including but not limited
to, preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by each
Fund's transfer agent; assisting in the preparation and filing of each Fund's
federal, state and local tax returns; preparing and filing each Fund's federal
excise tax returns pursuant to Section 4982 of the Internal Revenue Code of
1986, as amended; providing assistance with investor and public relations
matters; monitoring the valuation of portfolio securities and the calculation of
net asset value; monitoring the registration of shares of each Fund under
applicable federal and state securities laws; maintaining or causing to be
maintained for each Fund all books, records and reports and any other
information required under the 1940 Act, to the extent such books, records and
reports and other information are not maintained by each Fund's custodian or
other agents of each Fund; assisting in establishing accounting policies of each
Fund; assisting in the resolution of accounting issues that may arise with
respect to each Fund's operations and consulting with each Fund's independent
accountants, legal counsel and other agents as necessary in connection
therewith; establishing and monitoring each Fund's operating expense budgets;
reviewing each Fund's bills; processing the payment of bills that have been
approved by an authorized person; assisting each Fund in determining the amount
of dividends and distributions available to be paid by each Fund to its
stockholders, preparing and arranging for the printing of dividend notices to
stockholders, and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is required for
such parties to effect the payment of dividends and distributions; and otherwise
assisting each Fund in the conduct of its business, subject to the direction and
control of each Corporation's Board of Directors.
Under each Current Investment Management Agreement, each Fund is
responsible for other expenses, including organizational expenses (including
out-of-pocket expenses, but not including the Investment Manager's overhead or
employee costs); brokers' commissions or other costs of acquiring or disposing
of any portfolio securities of each Fund; legal, auditing and accounting
expenses; payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; taxes and governmental fees;
the fees and expenses of each Fund's transfer agent; expenses of preparing share
certificates and any other expenses, including clerical expenses, of issuance,
offering, distribution, sale, redemption or repurchase of shares; the expenses
of and fees for registering or qualifying securities for sale; the fees and
expenses of Non-interested Directors; the cost of printing and distributing
reports, notices and dividends to current stockholders; and the fees and
expenses of each Fund's custodians, subcustodians, accounting agent, dividend
disbursing agents and
23
<PAGE> 33
registrars. Each Fund may arrange to have third parties assume all or part of
the expenses of sale, underwriting and distribution of shares of each Fund. Each
Fund is also responsible for expenses of stockholders' and other meetings, the
cost of responding to stockholders' inquiries, and its expenses incurred in
connection with litigation, proceedings and claims and the legal obligation it
may have to indemnify officers and Directors of each Corporation with respect
thereto. Each Fund is also responsible for the maintenance of books and records
which are required to be maintained by each Fund's custodian or other agents of
each Corporation; telephone, telex, facsimile, postage and other communications
expenses; any fees, dues and expenses incurred by each Fund in connection with
membership in investment company trade organizations; expenses of printing and
mailing prospectuses and statements of additional information of each Fund and
supplements thereto to current stockholders; costs of stationery; fees payable
to the Investment Manager and to any other Fund advisors or consultants;
expenses relating to investor and public relations; interest charges, bond
premiums and other insurance expense; freight, insurance and other charges in
connection with the shipment of each Fund's portfolio securities; and other
expenses.
The Investment Manager is responsible for the payment of the compensation
and expenses of all Directors, officers and executive employees of each Fund
(including each Fund's share of payroll taxes) affiliated with the Investment
Manager and making available, without expense to each Fund, the services of such
Directors, officers and employees as may duly be elected officers of each
Corporation, subject to their individual consent to serve and to any limitations
imposed by law. Each Fund is responsible for the fees and expenses (specifically
including travel expenses relating to Fund business) of Directors not affiliated
with the Investment Manager. Under each Current Investment Management Agreement,
the Investment Manager also pays each Fund's share of payroll taxes, as well as
expenses, such as travel expenses (or an appropriate portion thereof), of
Directors and officers of each Corporation who are directors, officers or
employees of the Investment Manager, except to the extent that such expenses
relate to attendance at meetings of the Board of Directors of each Corporation,
or any committees thereof or advisers thereto, held outside Boston,
Massachusetts or New York, New York. During each Fund's most recent fiscal year,
no compensation, direct or otherwise (other than through fees paid to the
Investment Manager), was paid or became payable by each Corporation to any of
its officers or Directors who were affiliated with the Investment Manager.
In return for the services provided by the Investment Manager as investment
manager, and the expenses it assumes under each Current Investment Management
Agreement, each Fund pays the Investment Manager a management fee which is
accrued daily and payable monthly. The management fee rate for each Fund is set
forth in the table below. As of the end of each Fund's last
24
<PAGE> 34
fiscal year, each Fund had net assets and paid an aggregate management fee to
the Investment Manager during such period as set forth below.
<TABLE>
<CAPTION>
AGGREGATE
NET MANAGEMENT MANAGEMENT
FUND FISCAL YEAR ASSETS FEE RATE*** FEE PAID
- ---------------------- ----------- -------------- ------------------------------ -----------
<S> <C> <C> <C> <C>
Scudder Emerging
Markets Growth Fund 10-31-96 $ 75,793,693 1.25% $ 0*
Scudder Greater Europe
Growth Fund 10-31-96 $ 120,300,058 1.00% $ 349,862
Scudder International
Fund 3-31-97 $2,583,030,686 .90 of 1% to $500 million $20,989,160
.85 of 1% next $500 million
.80 of 1% next $1 billion
.75 of 1% next $1 billion
.70 of 1% thereafter
Scudder International
Growth and Income
Fund 2-28-98 $ 25,631,898** 1.00% 0*
Scudder Latin America
Fund 10-31-96 $ 621,914,690 1.25% $7,493,637
Scudder Pacific
Opportunities Fund 10-31-96 $ 329,391,540 1.10% $4,235,329
Scudder Emerging
Markets Income Fund 10-31-96 $ 304,607,984 1.00% $2,396,267
Scudder Global Fund 6-30-97 $1,604,465,770 1.00% of 1st $500 million $13,450,790
.95 of 1% of next $500 million
.90 of 1% over $1 billion
Scudder Global Bond
Fund 10-31-96 $ 217,403,907 .75 of 1% of 1st $1 billion $1,292,288*
.70 of 1% over $1 billion
Scudder Global
Discovery Fund 10-31-96 $ 350,829,980 1.10% $3,201,957
Scudder International
Bond Fund 6-30-97 $ 235,993,185 .85 of 1% of 1st $1 billion $3,077,316
.80 of 1% thereafter
Scudder Gold Fund 6-30-97 $ 163,932,811 1.00% $1,948,814
</TABLE>
- ------------------------------
* After waivers and/or expense limitations.
** As of 6/30/97.
*** Reflects management fee rate for the Fund's most recently completed fiscal
year, unless otherwise noted. For each Fund's current management fee rate,
see Exhibit B attached to this proxy statement.
Each Current Investment Management Agreement further provides that the
Investment Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by any Fund in connection with matters to which
such agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Manager in the
performance of its duties or from reckless disregard by the Investment Manager
of its obligations and duties under such agreement.
Each Current Investment Management Agreement may be terminated without
penalty upon sixty (60) days' written notice by either party. Each Fund may
agree to terminate its Current Investment Management Agreement either by the
25
<PAGE> 35
vote of a majority of the outstanding voting securities of the Fund, or by a
vote of the Board of Directors. As stated above, each Current Investment Manage-
ment Agreement automatically terminates in the event of its assignment.
Scudder has acted as the Investment Manager for each Fund since each Fund
commenced operations as shown below. Also shown below is the date of each
Current Investment Management Agreement, the date when each Current Investment
Management Agreement was last approved by the Directors and the stockholders of
each Fund and the date to which each Current Investment Management Agreement was
last continued. Each Current Investment Management Agreement was last submitted
to stockholders prior to its becoming effective, as required by the 1940 Act.*
<TABLE>
<CAPTION>
DATE OF
CURRENT
COMMENCEMENT INVESTMENT LAST LAST
OF MANAGEMENT APPROVED BY APPROVED BY DATE
FUND OPERATIONS AGREEMENT DIRECTORS STOCKHOLDERS CONTINUED TO
- ------------------------ ------------ ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Scudder Emerging Markets
Growth Fund 05-08-96 05-08-96 08-06-97 05-06-96 09-30-98
Scudder Greater Europe
Growth Fund 10-10-94 10-10-94 08-06-97 10-07-94 09-30-98
Scudder International
Fund 06-18-53 09-05-96 08-06-97 12-13-90 09-30-98
Scudder International
Growth and Income Fund 06-05-97 06-03-97 08-06-97 06-10-97 09-30-98
Scudder Latin America
Fund 12-08-92 12-08-92 08-06-97 12-03-92 09-30-98
Scudder Pacific
Opportunities Fund 12-08-92 12-08-92 08-06-97 12-03-92 09-30-98
Scudder Emerging Markets
Income Fund 12-31-93 12-29-93 08-06-97 12-29-93 09-30-98
Scudder Global Fund 08-06-86 09-06-95 08-06-97 12-13-90 09-30-98
Scudder Global Bond Fund 03-01-91 09-07-93 08-06-97 06-02-92 09-30-98
Scudder Global Discovery
Fund 09-10-91 09-03-91 08-06-97 06-02-92 09-30-98
Scudder International
Bond Fund 07-06-88 09-08-94 08-06-97 12-13-90 09-30-98
Scudder Gold Fund 09-02-88 09-05-96 08-06-97 09-04-96 09-30-98
</TABLE>
- ------------------------------
* An Investment Management Agreement which is changed from a prior agreement
solely to reduce the fee payable by the Fund does not require stockholder
approval prior to becoming effective. In those cases, the date shown for
stockholder approval may be earlier than the effective date and may relate to
a previous management agreement.
THE NEW INVESTMENT MANAGEMENT AGREEMENTS
The New Investment Management Agreement for each Fund will be dated as of
the date of the consummation of the Transactions, which is expected to occur in
the fourth quarter of 1997, but in no event later than February 28, 1998.
26
<PAGE> 36
Each New Investment Management Agreement will be in effect for an initial term
ending on the same date as would the corresponding Current Investment Management
Agreement but for the Transactions, and may continue thereafter from year to
year only if specifically approved at least annually by the vote of "a majority
of the outstanding voting securities" of each Fund, or by the Board and, in
either event, the vote of a majority of the Non-interested Directors, cast in
person at a meeting called for such purpose. In the event that stockholders of a
Fund do not approve the New Investment Management Agreement, the corresponding
Current Investment Management Agreement will remain in effect until the closing
of the Transactions, at which time it would terminate. In such event, the Board
of such Corporation will take such action, if any, as it deems to be in the best
interests of the Fund and its stockholders. In the event the Transactions are
not consummated, Scudder will continue to provide services to each Fund in
accordance with the terms of each Current Investment Management Agreement for
such periods as may be approved at least annually by the Board, including a
majority of the Non-interested Directors.
DIFFERENCES BETWEEN THE CURRENT AND NEW INVESTMENT MANAGEMENT AGREEMENTS
The New Investment Management Agreements are substantially the same as the
Current Investment Management Agreements in all material respects. The principal
changes that have been made are summarized below. The New Investment Management
Agreements reflect conforming changes that have been made in order to promote
consistency among all funds currently advised by Scudder and to permit ease of
administration. For example, the New Investment Management Agreements for
Scudder Emerging Markets Growth Fund, Scudder Greater Europe Growth Fund,
Scudder International Fund, Scudder Latin America Fund, Scudder Pacific
Opportunities Fund, Scudder Emerging Markets Income Fund, Scudder Global Bond
Fund, Scudder Global Discovery Fund and Scudder International Bond Fund would
update the list of types of services that may be provided by the Investment
Manager to include the monitoring of accounting agents. In addition, the New
Investment Management Agreements for these same Funds would specify that the
Investment Manager is not responsible for payment of the fees and expenses of a
Fund's accounting agent. These Funds, as well as Scudder Global Fund, also
propose to add "accounting agents" to the list of service providers to which the
Investment Manager must provide information in connection with the payment of
dividends and distributions. The New Investment Management Agreements also
clarify that purchase and sale opportunities, which are suitable for more than
one client of the Investment Manager, will be allocated by the Investment
Manager in an equitable manner.
In addition, the New Investment Management Agreements for each Fund (except
for Scudder International Growth and Income Fund and Scudder Gold Fund, each of
which already included such provision with respect to Scudder) proposes to
clarify the scope of the licensing provisions governing the use of the Scudder
name. Specifically, each New Investment Management Agreement identifies Scudder
Kemper as the exclusive licensee of the rights to use and
27
<PAGE> 37
sublicense the names "Scudder," "Scudder Kemper Investments, Inc.," and
"Scudder, Stevens & Clark, Inc." (together the "Scudder Marks"). Under this
license, each Corporation, with respect to each of its Funds has the non-
exclusive right to use and sublicense the Scudder name and marks as part of its
name, and to use the Scudder Marks in the Corporation's investment products and
services. This license continues only as long as the New Investment Management
Agreement is in place, and only as long as Scudder Kemper continues to be a
licensee of the Scudder Marks from Scudder Trust Company, which is the owner and
licensor of the Scudder Marks. As a condition of the license, each Corporation,
on behalf of each of its Funds, if any, undertakes certain responsibilities and
agrees to certain restrictions, such as agreeing not to challenge the validity
of the Scudder Marks or ownership by Scudder Trust Company and the obligation to
use the name within commercially reasonable standards of quality. In the event
the agreement is terminated, each Corporation, on behalf of each of its Funds,
if any, must not use a name likely to be confused with those associated with the
Scudder Marks.
Other conforming changes include: deletion of the Investment Manager's
potential responsibility for monitoring the calculation and payment of
distributions to stockholders (for all Funds except Scudder International Growth
and Income Fund and Scudder Gold Fund, which do not contain such provision); a
provision clarifying that the New Investment Management Agreement supersedes all
prior agreements (for all Funds except Scudder International Fund, Scudder
Global Fund, Scudder Global Bond Fund, Scudder International Bond Fund and
Scudder Gold Fund); and inclusion of a provision clarifying that the Investment
Manager must furnish office space and facilities in the United States for use by
the Funds (for all Funds except for Scudder Emerging Markets Growth Fund,
Scudder International Growth and Income Fund, Scudder Global Fund and Scudder
Gold Fund).
INVESTMENT MANAGER
Scudder is one of the most experienced investment counsel firms in the
United States. It was established in 1919 as a partnership and was restructured
as a Delaware corporation in 1985. The principal source of Scudder's income is
professional fees received from providing continuing investment advice. Scudder
provides investment counsel for many individuals and institutions, including
insurance companies, endowments, industrial corporations and financial and
banking organizations.
As stated above, Scudder is a Delaware corporation. Daniel Pierce*
is the Chairman of the Board of Scudder, Edmond D. Villani(#) is President
and Chief Executive Officer of Scudder, Stephen R. Beckwith(#), Lynn S.
Birdsong(#), Nicholas Bratt(#), E. Michael Brown*, Mark S. Casady*, Linda C.
- ------------------------------
*Two International Place, Boston, Massachusetts
#345 Park Avenue, New York, New York
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<PAGE> 38
Coughlin*, Margaret D. Hadzima*, Jerard K. Hartman(#), Richard A. Holt(@), John
T. Packard(+), Kathryn L. Quirk(#), Cornelia M. Small(#) and Stephen A. Wohler*
are the other members of the Board of Directors of Scudder (see footnote for
symbol key). The principal occupation of each of the above named individuals is
serving as a Managing Director of Scudder.
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs(#), Daniel Pierce and Edmond D.
Villani in their capacity as the representatives of the beneficial owners of
such securities (the "Representatives"), pursuant to a Security Holders'
Agreement among Scudder, the beneficial owners of securities of Scudder and such
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocations will be at net book value in cash
transactions. All Managing Directors of Scudder own voting and nonvoting stock
and all Principals of Scudder own nonvoting stock.
Directors, officers and employees of Scudder from time to time may enter
into transactions with various banks, including each Fund's custodian bank. It
is Scudder's opinion that the terms and conditions of those transactions will
not be influenced by existing or potential custodial or other Fund
relationships.
Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of Scudder,
computes net asset value for each Fund. Scudder Service Corporation ("SSC"),
also a subsidiary of Scudder, is the transfer, shareholder servicing and
dividend-paying agent for each Fund. Scudder Trust Company ("STC"), an affiliate
of Scudder, provides subaccounting and recordkeeping services for shareholder
accounts in certain retirement and employee benefit plans. The table below sets
forth for each Fund the respective fees paid to SFAC, SSC and STC during the
last fiscal year of each Fund.
<TABLE>
<CAPTION>
AGGREGATE FEE AGGREGATE FEE AGGREGATE FEE
PAID TO SFAC PAID TO SSC PAID TO STC
DURING LAST DURING LAST DURING LAST
FUND FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
- ----------------------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Scudder Emerging Markets
Growth Fund 10-31-96 $ 4,418+ $ 7,531+ $ 178+
Scudder Greater Europe Growth
Fund 10-31-96 $ 66,529 $ 177,772 $ 9,227
Scudder International Fund 03-31-97 $ 795,122 $ 3,050,321 $ 930,582
Scudder International Growth
and Income Fund 02-28-98 $ 0*+ $ 0*+ $ 0*+
Scudder Latin America Fund 10-31-96 $ 318,478 $ 1,514,806 $ 5,093
Scudder Pacific Opportunities
Fund 10-31-96 $ 233,855 $ 843,600 $ 38,626
Scudder Emerging Markets
Income Fund 10-31-96 $ 150,781 $ 308,543 $ 15,479
Scudder Global Fund 06-30-97 $ 552,664 $ 2,374,492 $ 830,991
</TABLE>
- ------------------------------
@Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
+101 California Street, San Francisco, California
29
<PAGE> 39
<TABLE>
<CAPTION>
AGGREGATE FEE AGGREGATE FEE AGGREGATE FEE
PAID TO SFAC PAID TO SSC PAID TO STC
DURING LAST DURING LAST DURING LAST
FUND FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
- ----------------------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Scudder Global Bond Fund 10-31-96 $ 233,988 $ 478,160 $ 14,129
Scudder Global Discovery Fund 10-31-96 $ 189,560 $ 514,910 $ 92,508
Scudder International Bond
Fund 06-30-97 $ 285,933 $ 681,253 $ 85,079
Scudder Gold Fund 06-30-97 $ 59,281 $ 483,408 $ 19,318
</TABLE>
- ------------------------------
* As of 6/30/97.
+ After waivers and/or expense limitations.
SFAC, SCC and STC will continue to provide fund accounting, transfer
agency, subaccounting and recordkeeping services to the Funds under the current
arrangements if the New Investment Management Agreements are approved.
Exhibit B sets forth the fees and other information regarding other
investment companies advised by Scudder.
BROKERAGE COMMISSIONS ON PORTFOLIO TRANSACTIONS
To the maximum extent feasible, Scudder places orders for portfolio
transactions through Scudder Investor Services, Inc., Two International Place,
Boston, Massachusetts 02110 (the "Distributor") (a corporation registered as a
broker/ dealer and a subsidiary of Scudder), which in turn places orders on
behalf of the Funds with issuers, underwriters or other brokers and dealers. In
selecting brokers and dealers with which to place portfolio transactions for a
Fund, Scudder will not consider sales of shares of funds currently advised by
ZKI, although it may place such transactions with brokers and dealers that sell
shares of funds currently advised by ZKI. The Distributor receives no
commissions, fees or other remuneration from the Funds for this service.
Allocation of portfolio transactions is supervised by Scudder.
REQUIRED VOTE
Approval of the New Investment Management Agreement for any Fund requires
the affirmative vote of a "majority of the outstanding voting securities" of the
Fund. The Directors of each Corporation recommend that the stockholders of each
Fund vote in favor of this Proposal 2.
PROPOSAL 3: APPROVAL OR DISAPPROVAL OF THE BOARD'S DISCRETIONARY AUTHORITY TO
CONVERT EACH FUND TO A MASTER/FEEDER FUND STRUCTURE
If this Proposal 3 is approved by stockholders, the Board could determine
that the objectives of a Fund would be achieved more efficiently, while
retaining its current distribution arrangements, by investing in a master fund
in a master/
30
<PAGE> 40
feeder fund structure as described below, and in that case cause the Fund to do
so without further approval by stockholders.
A master/feeder fund structure is one in which a fund (a feeder fund),
instead of investing directly in a portfolio of securities, invests all of its
investment assets in another investment company (the master fund) with
substantially the same investment objectives and policies as the feeder fund.
Such a structure permits the pooling of assets of two or more feeder funds in
the master fund in an effort to achieve possible economies of scale and
efficiencies in portfolio management, while preserving separate identities,
management and/or distribution channels at the feeder fund level. An existing
investment company could convert to a feeder fund by selling all of its
investments, which involves brokerage and other transaction costs and the
realization of taxable gain or loss, or by contributing its assets to the master
fund and avoiding transaction costs and, if proper procedures are followed, the
realization of taxable gain or loss.
In this regard, the Maryland General Corporation law permits a Maryland
corporation, at the discretion of its Board of Directors, to transfer its assets
to an entity or entities of which all of the equity interests are owned by the
transferring corporation. This provision would permit each Corporation to
convert any of the existing Funds into a feeder fund by contributing Fund assets
to an entity or entities owned by such Corporation, at such time as the Board of
Directors of each Corporation deems such a transfer to be advisable.
The Board of Directors of each Corporation, having determined to amend the
Articles of Incorporation of the Corporation to make this discretionary power
express, has adopted the following resolutions.
RESOLVED, that the Corporation's Articles of Incorporation be amended to
add the following article:
The Corporation shall be empowered to transfer some or all of its
assets to any entity or entities of which all of the equity interests are
owned by the Corporation at the time of transfer for the purpose of
creating a master-feeder or similar structure in accordance with the
Investment Company Act of 1940, as amended, the precise structure of such
transfer of assets to be determined by action of the Corporation's Board of
Directors as constituted at the time such Board of Directors deems any such
transfer to be advisable; and
RESOLVED FURTHER, that the Board of Directors declares such amendment to be
advisable and directs that the proposed amendment be submitted for
consideration at the special meeting of stockholders of the Corporation to
be held on October 27, 1997.
A master fund must have the identical investment objective and
substantially the same investment policies as its feeder funds. This means that
the assets of the master fund are invested in the same types of securities in
which its feeder funds are authorized to invest.
31
<PAGE> 41
Management of each Corporation believes that, generally, the larger the
pool of assets being managed the more efficiently and cost-effectively it can be
managed. Because a master fund pools the assets of multiple feeder funds, it
provides an effective means of creating larger asset pools. Whether the Board
would exercise its discretionary authority to convert a Fund to a master/feeder
fund structure would depend upon the existence of appropriate opportunities to
pool the Fund's assets with those of other feeder funds. The primary motivation
for considering a master/feeder fund structure is to seek to achieve possible
economies of scale and efficiencies in portfolio management, while preserving
separate identities, management and/or distribution channels at the feeder fund
level. The Directors' decision to convert a Fund would be based upon their
determination that it would be in the best interests of both the Fund and its
stockholders after consideration of all relevant factors, including relative
fund expenses associated with a master/feeder fund structure.
A feeder fund can withdraw its investment in a master fund at any time if
its board determines that it is in the best interests of the stockholders to do
so or if the investment policies or restrictions of the master fund were changed
so that they were inconsistent with the policies and restrictions of the feeder
fund. Upon any such withdrawal, the board of the fund would consider what action
might be taken, including the investment of all of the assets of the fund in
another pooled investment entity having substantially the same investment
objectives and policies as the fund or the investment of the fund's assets
directly in a portfolio of investments in accordance with its investment
objective and policies.
REQUIRED VOTE
Stockholders of each Corporation will vote separately with respect to this
Proposal 3. Approval of this Proposal 3 by a Corporation requires the
affirmative vote of a majority of all outstanding shares of stock of the
Corporation entitled to vote on the matter. The Directors of each Fund recommend
that stockholders of each Corporation vote in favor of the approval of this
Proposal 3.
PROPOSAL 4: APPROVAL OR DISAPPROVAL OF THE
REVISION OF CERTAIN FUNDAMENTAL INVESTMENT POLICIES
The 1940 Act requires an investment company to have adopted certain
specified investment policies which can be changed only by a stockholder vote.
Those policies are often referred to as "fundamental" policies. In the past,
fundamental policies were adopted by the Corporations on behalf of their Funds,
and in some cases amended by vote of the stockholders of the affected Fund, in
order to reflect regulatory, business or industry conditions which were in
effect at the time the particular action was taken. Because of the opportunity
afforded by this Special Meeting, there has been a review of each Fund's
fundamental policies with the goal of simplifying, modernizing and making
32
<PAGE> 42
consistent as far as possible the fundamental policies of all open-end
investment companies managed by Scudder.
This Proposal seeks stockholder approval of changes which are intended to
accomplish that goal. The proposed changes to each Fund's fundamental policies
are discussed in detail below. Please refer to the proposed policies as set
forth in Exhibit C. Each Fund's current fundamental investment policies are set
forth in Exhibit D.
Each of the fundamental policies proposed for adoption with respect to each
Fund is in an area in which the 1940 Act requires that the Fund adopt a
fundamental policy. Except for the policy on borrowing as discussed below, none
of the proposed policies differs from the respective Fund's current comparable
policy in a material way, although the formulation of the policy may differ from
the current one in the interest of uniformity and simplicity. Each Fund's
policies with respect to diversification, the issuance of senior securities, and
the underwriting of securities issued by others differ from the current policies
of each Fund in that the requirements of the 1940 Act, which of course apply,
are not spelled out in detail. Under such new policies, the limitations on the
Funds would, therefore, be determined by reference to the provisions of the 1940
Act, the rules thereunder, and applicable interpretations of the Commission or
its staff rather than the express terms of the policies.
Shareholders will be asked to vote on each proposed fundamental policy
separately on the enclosed proxy card.
PROPOSAL 4.1: DIVERSIFICATION
Each of Scudder International Fund, Scudder International Growth and Income
Fund, Scudder Global Fund and Scudder Global Discovery Fund is a "diversified"
Fund under the 1940 Act. Under each such Fund's current diversification policy,
each Fund, with respect to 75% of the market value of its total assets, may not
purchase more than 10% of the voting securities of any one issuer or invest more
than 5% of the value of its total assets in the securities of any one issuer,
with exceptions for U.S. Government securities and securities of other
investment companies. This restriction is substantially identical to the
definition of a diversified fund under the 1940 Act. Accordingly, the proposed
statement that each of Scudder International Fund, Scudder International Growth
and Income Fund, Scudder Global Fund and Scudder Global Discovery Fund has
elected to be classified as a diversified Fund represents no substantive change
in the current diversification policy for any of such Funds.
PROPOSAL 4.2: BORROWING
The current policy of each Fund prohibits borrowing money, except as a
temporary measure for extraordinary or emergency purposes and except in
connection with reverse repurchase agreements, provided that the Fund maintains
asset coverage of 300% for all borrowings. Under the proposed policy,
33
<PAGE> 43
each Fund would not be limited to borrowing for temporary or emergency purposes;
however, if the Directors determine with respect to any Fund to permit borrowing
for other purposes, which they currently do not intend to do, the applicable
Fund's disclosure documents would be amended to disclose that fact. Although the
Directors do not currently intend to permit a Fund to borrow for investment
leverage purposes, such borrowings would increase the Fund's volatility and the
risk of loss in a declining market. Borrowings under reverse repurchase
agreements are now permitted, and would be permitted under the proposed policy.
The 1940 Act requires borrowings to have 300% asset coverage, which requirement
would, therefore, remain unchanged under the proposed policy, except to the
extent that reverse repurchase agreements would not be subject, under the
proposed policy, to the 300% asset coverage requirement. Consequently, the
proposed policy would permit a Fund to engage in reverse repurchase agreements
to a greater extent than under the current policy.
PROPOSAL 4.3: SENIOR SECURITIES
The current policy of each Fund, except Scudder International Fund,
prohibits the issuance of senior securities (i.e., securities which are
instruments or obligations evidencing indebtedness), except in connection with
permitted indebtedness and except in connection with the issuance of separate
classes or series of shares. The current policy of each Fund, except Scudder
International Fund, therefore, specifically excepts from the prohibition on the
issuance of senior securities certain practices which, under the current
policies of the Commission or its staff, are not deemed to involve the issuance
of senior securities. While Scudder International Fund has no express policy
which prohibits the issuance of senior securities, the issuance of senior
securities generally by the Fund is nonetheless limited by the 1940 Act and
applicable interpretations of the Commission or its staff. Accordingly,
management of each Corporation believes that it is not necessary to specify
those exceptions in the Funds' fundamental policies with regard to senior
securities because they are permitted under the 1940 Act and, in the case of
Scudder International Fund, in the opinion of management of the Corporation, the
adoption of an express prohibition on the issuance of senior securities
represents no substantive change in the senior security policy of the Fund.
PROPOSAL 4.4: PURCHASE OF COMMODITIES
The prohibition on the purchase or sale of physical commodities or
contracts relating to physical commodities will not change in any substantive
way for any Fund, except that Scudder Gold Fund's policy will be amended to
permit the Fund to purchase or sell contracts relating to the future delivery of
silver, platinum and palladium, as well as gold which is permitted under the
Fund's current policy. Management of the Corporation believes that the amended
policy will provide more flexibility to the Fund's portfolio management team to
participate in derivatives transactions involving precious metals, in addition
to gold.
34
<PAGE> 44
PROPOSAL 4.5: CONCENTRATION
The policy of each Fund, except for the policy of Scudder Gold Fund
discussed below, in effect prohibits the purchase of securities if it would
result in more than 25% of the market value of the Fund's total assets being
invested in securities of one or more issuers having their principal business
activities in the same industry. There are exceptions for U.S. Government
securities and, in some cases, what constitutes an industry for the purposes of
this restriction is included in the policy itself. While the 1940 Act does not
define what constitutes "concentration" in an industry, the staff of the
Commission takes the position that investment of more than 25% of a fund's
assets in an industry constitutes concentration. If a fund concentrates in an
industry, it must at all times have more than 25% of its assets invested in that
industry, and if its policy is not to concentrate, as is the case with each of
the Funds, it may not invest more than 25% of its assets in the applicable
industry, unless, in either case, the fund discloses the specific conditions
under which it will change from concentrating to not concentrating or vice
versa. A fund is permitted to adopt reasonable definitions of what constitutes
an industry, or it may use standard classifications promulgated by the
Commission, or some combination thereof. Because a fund may create its own
reasonable industry classifications, management of each Corporation believes
that it is not necessary to include such matters in the fundamental policy of a
Fund.
The proposed concentration policy of Scudder Gold Fund reserves freedom of
action for that Fund to concentrate in securities issued by wholly-owned
subsidiaries of the Corporation and provides that the Fund may invest at least
25% of its assets in securities of companies that are primarily engaged in the
exploration, mining, fabrication, processing or distribution of gold and other
precious metals and in gold, silver, platinum and palladium bullion and coins.
The new policy permits the Fund to concentrate in other precious metals in
addition to gold. No change in the operations of Scudder Gold Fund are
anticipated if the proposed policies are approved.
PROPOSALS 4.6 THROUGH 4.8: OTHER POLICIES -- UNDERWRITING OF SECURITIES,
INVESTMENT IN REAL ESTATE AND LENDING
Each of the other proposed fundamental policies regarding underwriting of
securities (Proposal 4.6), investment in real estate (Proposal 4.7), and lending
(Proposal 4.8) is not materially different from the current comparable policy of
each Fund except that these policies have been reworded or clarified.
REQUIRED VOTE
Approval of the proposed fundamental policies with respect to any Fund
requires the affirmative vote of a majority of the outstanding voting
securities, as defined above, of that Fund. If the stockholders of any Fund fail
to approve any proposed fundamental policy, the current policy will remain in
effect. The Directors of each Corporation recommend that the stockholders of
each Fund vote in favor of each item of this Proposal 4.
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<PAGE> 45
PROPOSAL 5: RATIFICATION OR REJECTION
OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of each of the Corporations, including a majority of
the Non-interested Directors, has selected Coopers & Lybrand L.L.P. to act as
independent accountants for each of the Funds for each Fund's current fiscal
year. Coopers & Lybrand L.L.P. are independent accountants and have advised the
Funds that they have no direct financial interest or material indirect financial
interest in the Funds. One or more representatives of Coopers & Lybrand L.L.P.
are expected to be present at the Special 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 stockholders or
management.
REQUIRED VOTE
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes of each Fund cast at the Special
Meeting in person or by proxy. The Directors of each Corporation recommend that
the stockholders of each Fund vote in favor of this Proposal 5.
ADDITIONAL INFORMATION
GENERAL
The cost of preparing, printing and mailing the enclosed proxy 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. In addition to solicitation by mail, certain
officers and representatives of each Corporation, officers and employees of
Scudder 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.
Shareholder Communications Corporation ("SCC") has been engaged to assist
in the solicitation of proxies. As the Special Meeting date approaches, certain
stockholders of each Fund may receive a telephone call from a representative of
SCC if their vote has not yet been received. Authorization to permit SCC to
execute proxies may be obtained by telephonic or electronically transmitted
instructions from stockholders of each Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. The Directors believe that these procedures are reasonably designed to
ensure that the identity of the stockholder casting the vote is accurately
determined and that the voting instructions of the stockholder are accurately
determined.
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<PAGE> 46
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask for each stockholder's full name, address, social security or
employer identification number, title (if the stockholder is authorized to act
on behalf of an entity, such as a corporation), and the number of shares owned
and to confirm that the stockholder has received the proxy statement and card 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 listed on the proxy card, and ask for the stockholder's
instructions on each proposal. The SCC representative, although he or she is
permitted to answer questions about the process, is not permitted to recommend
to the stockholder how to vote, other than to read any recommendation set forth
in the proxy statement. SCC will record the stockholder's instructions on the
card. Within 72 hours, the stockholder will be sent a letter or mailgram to
confirm his or her vote and asking the stockholder to call SCC immediately if
his or her instructions are not correctly reflected in the confirmation.
If the stockholder wishes to participate in the Special Meeting, but does
not wish to give his or her proxy by telephone, the stockholder may still submit
the proxy card originally sent with the proxy statement or attend in person.
Should stockholders require additional information regarding the proxy or
replacement proxy cards, they may contact SCC toll-free at 1-800-733-8481, ext.
488. Any proxy given by a stockholder, whether in writing or by telephone, is
revocable.
PROPOSALS OF STOCKHOLDERS
Stockholders wishing to submit proposals for inclusion in a proxy statement
for a stockholder meeting subsequent to the Special Meeting, if any, should send
their written proposals to the Secretary of the Corporation, c/o Scudder,
Stevens & Clark, Inc., 345 Park Avenue, New York, New York 10154, within a
reasonable time before the solicitation of proxies for such meeting. The timely
submission of a proposal does not guarantee its inclusion.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
No Board of Directors is aware of any matters that will be presented for
action at the Special Meeting other than the matters set forth herein. Should
any other matters requiring a vote of stockholders 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 Corporation and/or Fund.
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<PAGE> 47
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Boards of Directors,
[Thomas F. McDonough signature]
Thomas F. McDonough
Secretary
38
<PAGE> 48
EXHIBIT A
NAME OF FUND
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
, 199
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
INVESTMENT MANAGEMENT AGREEMENT
[NAME OF SERIES]
Ladies and Gentlemen:
[Name of Corporation] (the "Corporation") has been established as a
Maryland corporation to engage in the business of an investment company.
Pursuant to the Corporation's Articles of Incorporation, as amended from time-
to-time (the "Articles"), the Board of Directors has divided the Corporation's
shares of capital stock, par value $ per share, (the "Shares") into
separate series, or funds, including [name of series] (the "Fund"). Series may
be abolished and dissolved, and additional series established, from time to time
by action of the Directors.
The Corporation, on behalf of the Fund, has selected you to act as the sole
investment manager of the Fund and to provide certain other services, as more
fully set forth below, and you have indicated that you are willing to act as
such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Corporation on behalf of the
Fund agrees with you as follows:
1. Delivery of Documents. The Corporation engages in the business of
investing and reinvesting the assets of the Fund in the manner and in
accordance with the investment objectives, policies and restrictions
specified in the currently effective Prospectus (the "Prospectus") and
Statement of Additional Information (the "SAI") relating to the Fund
included in the Corporation's Registration Statement on Form N-1A, as
amended from time to time, (the "Registration Statement") filed by the
Corporation under the Investment Company Act of 1940, as amended, (the
"1940 Act") and the Securities Act of 1933, as amended. Copies of the
documents referred to in the preceding sentence have been furnished to you
by the Corporation. The Corporation has also furnished you with copies
properly certified or authenticated of each of the following additional
documents related to the Corporation and the Fund:
(a) The Articles dated , 19 , as amended to date.
(b) By-Laws of the Corporation as in effect on the date hereof (the
"By-Laws").
A-1
<PAGE> 49
(c) Resolutions of the Directors of the Corporation and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
The Corporation will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee
of the rights to use and sublicense the use of the "Scudder" and ["Scudder
Kemper Investments, Inc."/"Scudder, Stevens & Clark, Inc."] trademarks
(together, the "Scudder Marks"), you hereby grant the Corporation a
nonexclusive right and sublicense to use (i) the "Scudder" name and mark as
part of the Corporation's name (the "Fund Name"), and (ii) the Scudder
Marks in connection with the Corporation's investment products and
services, in each case only for so long as this Agreement, any other
investment management agreement between you (or any organization which
shall have succeeded to your business as investment manager ("your
Successor")) and the Corporation, or any extension, renewal or amendment
hereof or thereof remains in effect, and only for so long as you are a
licensee of the Scudder Marks, provided however, that you agree to use your
best efforts to maintain your license to use and sublicense the Scudder
Marks. The Corporation agrees that it shall have no right to sublicense or
assign rights to use the Scudder Marks, shall acquire no interest in the
Scudder Marks other than the rights granted herein, that all of the
Corporation's uses of the Scudder Marks shall inure to the benefit of
Scudder Trust Company as owner and licensor of the Scudder Marks (the
"Trademark Owner"), and that the Corporation shall not challenge the
validity of the Scudder Marks or the Trademark Owner's ownership thereof.
The Corporation further agrees that all services and products it offers in
connection with the Scudder Marks shall meet commercially reasonable
standards of quality, as may be determined by you or the Trademark Owner
from time to time, provided that you acknowledge that the services and
products the Corporation rendered during the one-year period preceding the
date of this Agreement are acceptable. At your reasonable request, the
Corporation shall cooperate with you and the Trademark Owner and shall
execute and deliver any and all documents necessary to maintain and protect
(including but not limited to in connection with any trademark infringement
action) the Scudder Marks and/or enter the Corporation as a registered user
thereof. At such time as this Agreement or any other investment management
agreement shall no longer be in effect between you (or your Successor) and
the Corporation, or you no longer are a licensee of the Scudder Marks, the
Corporation shall (to the extent that, and as soon as, it lawfully can)
cease to use the Fund Name or any other name indicating that it is advised
by, managed by or otherwise connected with you (or your Successor) or the
Trademark Owner. In no event shall the Corporation use the Scudder Marks or
any other name or mark confusingly similar thereto
A-2
<PAGE> 50
(including, but not limited to, any name or mark that includes the name
"Scudder") if this Agreement or any other investment advisory agreement
between you (or your Successor) and the Fund is terminated.
3. Portfolio Management Services. As manager of the assets of the
Fund, you shall provide continuing investment management of the assets of
the Fund in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions
of the 1940 Act and the Internal Revenue Code of 1986, as amended, (the
"Code") relating to regulated investment companies and all rules and
regulations thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to policies and
instructions adopted by the Corporation's Board of Directors. In connection
therewith, you shall use reasonable efforts to manage the Fund so that it
will qualify as a regulated investment company under Subchapter M of the
Code and regulations issued thereunder. The Fund shall have the benefit of
the investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range investment policy
generally available to your investment advisory clients. In managing the
Fund in accordance with the requirements set forth in this section 3, you
shall be entitled to receive and act upon advice of counsel to the
Corporation or counsel to you. You shall also make available to the
Corporation promptly upon request all of the Fund's investment records and
ledgers as are necessary to assist the Corporation in complying with the
requirements of the 1940 Act and other applicable laws. To the extent
required by law, you shall furnish to regulatory authorities having the
requisite authority any information or reports in connection with the
services provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Corporation are being
conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other contracts
relating to investments to be purchased, sold or entered into by the Fund
and place orders with broker-dealers, foreign currency dealers, futures
commission merchants or others pursuant to your determinations and all in
accordance with Fund policies as expressed in the Registration Statement.
You shall determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should be held
uninvested.
You shall furnish to the Corporation's Board of Directors periodic
reports on the investment performance of the Fund and on the performance of
your obligations pursuant to this Agreement, and you shall supply such
additional reports and information as the Corporation's officers or Board
of Directors shall reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense
for
A-3
<PAGE> 51
the use of the Fund such office space and facilities in the United States
as the Fund may require for its reasonable needs, and you (or one or more
of your affiliates designated by you) shall render to the Corporation
administrative services on behalf of the Fund necessary for operating as an
open-end investment company and not provided by persons not parties to this
Agreement including, but not limited to, preparing reports to and meeting
materials for the Corporation's Board of Directors and reports and notices
to Fund shareholders; supervising, negotiating contractual arrangements
with, to the extent appropriate, and monitoring the performance of,
accounting agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be necessary
or desirable to Fund operations; preparing and making filings with the
Securities and Exchange Commission (the "SEC") and other regulatory and
self-regulatory organizations, including, but not limited to, preliminary
and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices
pursuant to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the preparation and
filing of the Fund's federal, state and local tax returns; preparing and
filing the Fund's federal excise tax return pursuant to Section 4982 of the
Code; providing assistance with investor and public relations matters;
monitoring the valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund under
applicable federal and state securities laws; maintaining or causing to be
maintained for the Fund all books, records and reports and any other
information required under the 1940 Act, to the extent that such books,
records and reports and other information are not maintained by the Fund's
custodian or other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and consulting
with the Fund's independent accountants, legal counsel and the Fund's other
agents as necessary in connection therewith; establishing and monitoring
the Fund's operating expense budgets; reviewing the Fund's bills;
processing the payment of bills that have been approved by an authorized
person; assisting the Fund in determining the amount of dividends and
distributions available to be paid by the Fund to its shareholders,
preparing and arranging for the printing of dividend notices to
shareholders, and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is required
for such parties to effect the payment of dividends and distributions; and
otherwise assisting the Corporation as it may reasonably request in the
conduct of the Fund's business, subject to the direction and control of the
Corporation's Board of Directors. Nothing in this Agreement shall be deemed
to shift to you or to diminish the obligations of any agent of the Fund or
any other person not a party to this Agreement which is obligated to
provide services to the Fund.
A-4
<PAGE> 52
5. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 5, you shall pay the compensation and
expenses of all Directors, officers and executive employees of the
Corporation (including the Fund's share of payroll taxes) who are
affiliated persons of you, and you shall make available, without expense to
the Fund, the services of such of your directors, officers and employees as
may duly be elected officers of the Corporation, subject to their
individual consent to serve and to any limitations imposed by law. You
shall provide at your expense the portfolio management services described
in section 3 hereof and the administrative services described in section 4
hereof.
You shall not be required to pay any expenses of the Fund other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be
responsible, except to the extent of the reasonable compensation of such of
the Fund's Directors and officers as are directors, officers or employees
of you whose services may be involved, for the following expenses of the
Fund: organization expenses of the Fund (including out-of-pocket expenses,
but not including your overhead or employee costs); fees payable to you and
to any other Fund advisors or consultants; legal expenses; auditing and
accounting expenses; maintenance of books and records which are required to
be maintained by the Fund's custodian or other agents of the Corporation;
telephone, telex, facsimile, postage and other communications expenses;
taxes and governmental fees; fees, dues and expenses incurred by the Fund
in connection with membership in investment company trade organizations;
fees and expenses of the Fund's accounting agent, custodians,
subcustodians, transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing
share certificates and, except as provided below in this section 5, other
expenses in connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Fund; expenses
relating to investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond premiums
and other insurance expense; freight, insurance and other charges in
connection with the shipment of the Fund's portfolio securities; the
compensation and all expenses (specifically including travel expenses
relating to Corporation business) of Directors, officers and employees of
the Corporation who are not affiliated persons of you; brokerage
commissions or other costs of acquiring or disposing of any portfolio
securities of the Fund; expenses of printing and distributing reports,
notices and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs of
stationery; any litigation expenses; indemnification of Directors and
officers of the Corporation; costs of shareholders' and other meetings; and
travel expenses (or an appropriate portion thereof) of Directors and
officers of the Corporation who are directors,
A-5
<PAGE> 53
officers or employees of you to the extent that such expenses relate to
attendance at meetings of the Board of Directors of the Corporation or any
committees thereof or advisors thereto held outside of Boston,
Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Fund if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Fund's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume
some or all of such expenses, or (ii) the Corporation on behalf of the Fund
shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some or all of
such expenses. You shall be required to pay such of the foregoing sales
expenses as are not required to be paid by the principal underwriter
pursuant to the underwriting agreement or are not permitted to be paid by
the Fund (or some other party) pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be
made and costs to be assumed by you as provided in sections 3, 4 and 5
hereof, the Corporation on behalf of the Fund shall pay you in United
States Dollars on the last day of each month the unpaid balance of a fee
equal to the excess of (a) 1/12 of of 1 percent of the average
daily net assets as defined below of the Fund for such month; [provided
that, for any calendar month during which the average of such values
exceeds $ , the fee payable for that month based on the portion of
the average of such values in excess of $ shall be 1/12 of
of 1 percent of such portion;] [and provided that, for any
calendar month during which the average of such values exceeds $ ,
the fee payable for that month based on the portion of the average of such
values in excess of $ shall be 1/12 of of 1 percent of
such portion;] over any compensation waived by you from time to time (as
more fully described below). You shall be entitled to receive during any
month such interim payments of your fee hereunder as you shall request,
provided that no such payment shall exceed 75 percent of the amount of your
fee then accrued on the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average of
the values placed on the Fund's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Fund is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Fund lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Fund shall always be determined pursuant to the applicable provisions of
the Articles and the Registration Statement. If the determination of net
asset value does not take place for any particular day, then for the
purposes of this section 6, the value of the net assets of the Fund as last
determined shall
A-6
<PAGE> 54
be deemed to be the value of its net assets as of 4:00 p.m. (New York
time), or as of such other time as the value of the net assets of the
Fund's portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than once on
any day, then the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the purposes of
this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your
services. You shall be contractually bound hereunder by the terms of any
publicly announced waiver of your fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other
investments for the account of the Fund, neither you nor any of your
directors, officers or employees shall act as a principal or agent or
receive any commission. You or your agent shall arrange for the placing of
all orders for the purchase and sale of portfolio securities and other
investments for the Fund's account with brokers or dealers selected by you
in accordance with Fund policies as expressed in the Registration
Statement. If any occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you shall act solely as
investment counsel for such clients and not in any way on behalf of the
Fund.
Your services to the Fund pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement,
you shall be an independent contractor and not an agent of the Corporation.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Corporation
agrees that you shall not be liable under this Agreement for any error of
judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect
you against any liability to the Corporation, the Fund or its shareholders
to which you would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your duties, or by
reason of your reckless disregard of your obligations and duties hereunder.
Any person, even though also employed by you, who may be or become an
employee of and paid by the Fund shall be deemed, when acting within the
scope of his or her employment by the Fund, to be acting in such employment
solely for the Fund and not as your employee or agent.
9. Duration and Termination of This Agreement. This Agreement shall
remain in force until September 30, 1998, and continue in force from year
A-7
<PAGE> 55
to year thereafter, but only so long as such continuance is specifically
approved at least annually (a) by the vote of a majority of the Directors
who are not parties to this Agreement or interested persons of any party to
this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Directors of the Corporation, or by
the vote of a majority of the outstanding voting securities of the Fund.
The aforesaid requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder and
any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Fund or by the Corporation's Board of
Directors on 60 days' written notice to you, or by you on 60 days' written
notice to the Corporation. This Agreement shall terminate automatically in
the event of its assignment.
10. Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought, and no amendment of
this Agreement shall be effective until approved in a manner consistent
with the 1940 Act and rules and regulations thereunder and any applicable
SEC exemptive order therefrom.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
In interpreting the provisions of this Agreement, the definitions contained
in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated
person," "assignment" and "majority of the outstanding voting securities"), as
from time to time amended, shall be applied, subject, however, to such
exemptions as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of the State
of Maryland, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, or in a manner which would cause the Fund to
fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Corporation on behalf of the Fund.
A-8
<PAGE> 56
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Corporation, whereupon this letter shall become a binding
contract effective as of the date of this Agreement.
Yours very truly,
[NAME OF CORPORATION], on behalf of Scudder
Fund
By:
----------------------------------------------------------------
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:
----------------------------------------------------------------
Managing Director
A-9
<PAGE> 57
EXHIBIT B
INVESTMENT OBJECTIVES AND ADVISORY FEES
FOR FUNDS ADVISED BY SCUDDER, STEVENS & CLARK, INC.
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
MONEY MARKET
Scudder U.S. Treasury Money Safety, liquidity, and stability 0.500% of $ 398,597,054
Fund of capital and, consistent net assets+
therewith, current income.
Scudder Cash Investment Stability of capital while 0.500% to $1,430,623,516
Trust maintaining liquidity of capital $250 million
and providing current income from 0.450% next
money market securities. $250 million
0.400% next
$500 million
0.350% thereafter+
Scudder Money Market Series High level of current income 0.250% of $ 384,509,425**
consistent with preservation of net assets
capital and liquidity by
investing in a broad range of
short-term money market
instruments.
Scudder Government Money High level of current income 0.250% of $ 36,794,563**
Market Series consistent with preservation of net assets
capital and liquidity by
investing exclusively in
obligations issued or guaranteed
by the U.S. Government or its
agencies or instrumentalities and
in certain repurchase agreements.
TAX FREE MONEY MARKET
Scudder Tax Free Money Fund Income exempt from regular 0.500% to $ 220,245,241
federal income taxes and $500 million
stability of principal through 0.480% thereafter+
investments in municipal
securities.
Scudder Tax Free Money High level of current income, 0.250% of $ 79,695,218**
Market Series consistent with preservation of net assets
capital and liquidity exempt from
federal income tax by investing
primarily in high quality
municipal obligations.
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
** Assets as of 7/31/97.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-1
<PAGE> 58
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
Scudder California Tax Free Stability of capital and the 0.500% of $ 68,695,680
Money Fund maintenance of a constant net net assets+
asset value of $1.00 per share
while providing California tax
payers income exempt from both
California personal and regular
state income tax through
investment in high quality,
short- term tax-exempt California
municipal securities.
Scudder New York Tax Free Stability of capital and income 0.500% of $ 59,538,652
Money Fund exempt from New York state and net assets+
New York City personal income
taxes and regular federal income
tax through investment in high
quality, short-term municipal
securities in New York.
TAX FREE
Scudder Limited Term Tax High level of income exempt from 0.600% of $ 123,660,431
Free Fund regular federal income tax net assets+
consistent with a high degree of
principal stability.
Scudder Medium Term Tax Free High level of income exempt from 0.600% to $ 650,504,081
Fund regular federal income tax and $500 million
limited principal fluctuation 0.500% thereafter
through investment primarily in
high grade intermediate term
municipal securities.
Scudder Managed Municipal Income exempt from regular 0.550% to $ 737,422,861
Bonds federal income tax primarily $200 million
through investments in high-grade 0.500% next
long-term municipal securities. $500 million
0.475% thereafter
Scudder High Yield Tax Free High level of income, exempt from 0.650% to $ 293,101,021
Fund regular federal income tax, from $300 million
an actively managed portfolio 0.600% thereafter
consisting primarily of
investment grade municipal
securities.
Scudder California Tax Free Income exempt from both 0.625% to $ 288,576,041
Fund California state personal income $200 million
tax and regular federal income 0.600% thereafter
tax primarily through investment
grade municipal securities.
Scudder Massachusetts A high level of income exempt 0.600% of $ 65,505,088
Limited Term Tax Free Fund from both Massachusetts personal net assets+
income tax and regular federal
income tax as is consistent with
a high degree of price stability.
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-2
<PAGE> 59
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
Scudder Massachusetts Tax A high level of income exempt 0.600% of $ 329,842,169
Free Fund from both Massachusetts personal net assets
income tax and regular federal
income tax through investment
primarily in long-term
investment- grade municipal
securities in Massachusetts.
Scudder New York Tax Free Income exempt from New York state 0.625% to $ 180,647,157
Fund and New York City personal income $200 million
taxes and regular federal income 0.600% thereafter
tax through investment primarily
in long-term investment-grade
municipal securities in New York.
Scudder Ohio Tax Free Fund Income exempt from Ohio personal 0.600% of $ 84,109,009
income tax and regular federal net assets+
income tax through investment
primarily in investment-grade
municipal securities in Ohio.
Scudder Pennsylvania Tax Income exempt from Pennsylvania 0.600% of $ 74,177,997
Free Fund personal income tax and regular net assets+
federal income tax through
investment primarily in
investment-grade municipal
securities in Pennsylvania.
U.S. INCOME
Scudder Short Term Bond Fund High level of income consistent 0.600% to $1,468,170,885
with a high degree of principal $500 million
stability through investments 0.500% next
primarily in high quality $500 million
short-term bonds. 0.450% next
$500 million
0.400% next
$500 million
0.375% next
$1 billion
0.350% thereafter
Scudder Zero Coupon 2000 High investment returns over a 0.600% of $ 25,440,414
Fund selected period as is consistent net assets+
with investment in U.S.
Government securities and the
minimization of reinvestment
risk.
Scudder GNMA Fund High current income and safety of 0.650% to $ 383,008,164
principal primarily from $200 million
investment in U.S. Government 0.600% next
guaranteed mortgage-backed GNMA $300 million
securities. 0.550% thereafter
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-3
<PAGE> 60
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
Scudder Income Fund A high level of income, 0.650% to $ 578,519,502
consistent with the prudent $200 million
investment of capital, through a 0.600% next
flexible investment program $300 million
emphasizing high-grade bonds. 0.550% thereafter
Scudder High Yield Bond Fund A high level of current income 0.700% of $ 73,523,094
and capital appreciation through net assets
investment primarily in below
investment-grade domestic debt
securities.
GLOBAL INCOME
Scudder Global Bond Fund Total return with an emphasis on 0.750% to $ 217,403,907
current income by investing $1 billion
primarily in high-grade bonds 0.700% thereafter+
denominated in foreign currencies
and the U.S. dollar.
Scudder International Bond Income primarily by investing in 0.850% to $ 235,993,183
Fund high-grade international bonds $1 billion
and protection and possible 0.800% thereafter
enhancement of principal value by
actively managing currency, bond
market and maturity exposure and
by security selection.
Scudder Emerging Markets High current income and, 1.000% of $ 304,607,984
Income Fund secondarily, long-term capital net assets
appreciation by investing
primarily in high-yielding debt
securities issued in emerging
markets.
ASSET ALLOCATION
Scudder Pathway Conservative Current income and, secondarily, There will be no $ 13,928,759***
Portfolio long-term growth of capital by fee as the Manager
investing substantially in will receive a fee
Scudder bond mutual funds, but from the underlying
will have some exposure to funds.
Scudder equity mutual funds.
Scudder Pathway Balanced Balance of growth and income by There will be no $ 167,721,722***
Portfolio investing in a mix of Scudder fee as the Manager
money market, bond and equity will receive a fee
mutual funds. from the underlying
funds.
Scudder Pathway Growth Long-term growth of capital by There will be no $ 42,234,535***
Portfolio investing predominantly in fee as the Manager
Scudder equity mutual funds will receive a fee
designed to provide long-term from the underlying
growth. funds.
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
*** Assets as of 6/30/97.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-4
<PAGE> 61
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
Scudder Pathway Maximize total return by There will be no $ 8,983,598***
International Portfolio investing in a select mix of fee as the Manager
established international and will receive a fee
global Scudder Funds. from the underlying
funds.
U.S. GROWTH AND INCOME
Scudder Balanced Fund A balance of growth and income 0.700% of $ 109,541,542
from a diversified portfolio of net assets+
equity and fixed income
securities and long-term
preservation of capital through a
quality oriented investment
approach designed to reduce risk.
Scudder Growth and Income Long-term growth of capital, 0.600% to $4,186,481,205
Fund current income and growth of $500 million
income primarily from common 0.550% next
stocks, preferred stocks and $500 million
securities convertible into 0.500% next
common stocks. $500 million
0.475% next
$500 million
0.450% next
$1 billion
0.425% next
$1.5 billion
0.405% thereafter
U.S. GROWTH
Scudder Large Company Value Maximize long-term capital 0.750% to $1,651,459,797
Fund (formerly Scudder appreciation through a value $500 million
Capital Growth Fund) driven investment program 0.650% next
emphasizing common stocks and $500 million
preferred stocks. 0.600% next
$500 million
0.550% thereafter
Scudder Value Fund Long-term growth of capital 0.700% of $ 88,874,292
through investment in undervalued net assets
equity securities.
Scudder Small Company Value Long-term growth of capital by 0.750% of $ 41,187,186
Fund investing primarily in net assets+
undervalued equity securities of
small U.S. companies.
Scudder Micro Cap Fund Long-term growth of capital by 0.750% of $ 72,048,339***
investing primarily in a net assets+
diversified portfolio of U.S.
micro-cap common stocks.
Scudder Classic Growth Fund Long-term growth of capital while 0.700% of $ 33,867,066
keeping the value of its shares net assets+
more stable than other growth
mutual funds.
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
*** Assets as of 6/30/97.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-5
<PAGE> 62
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
Scudder Large Company Growth Long-term growth of capital 0.700% of $ 221,253,633
Fund (formerly Scudder through investment primarily in net assets
Quality Growth Fund) the equity securities of
seasoned, financially strong U.S.
growth companies.
Scudder Development Fund Long-term growth of capital by 1.000% to $ 861,564,138
investing primarily in equity $500 million
securities of emerging growth 0.950% next
companies. $500 million
0.900% thereafter
Scudder 21st Century Growth Long-term growth of capital by 1.000% of $ 20,942,531***
Fund investing primarily in the net assets+
securities of emerging growth
companies poised to be leaders in
the 21st century.
GLOBAL GROWTH
Scudder Global Fund Long-term growth of capital 1.000% to $1,604,465,769
through investment in a $500 million
diversified portfolio of 0.950% next
marketable foreign and domestic $500 million
securities, primarily equity 0.900% thereafter
securities.
Institutional International Long-term growth of capital 0.900% of $ 17,897,508
Equity Portfolio primarily through a diversified net assets+
portfolio of marketable foreign
equity securities.
Scudder International Growth Long-term growth of capital and 1.000% of $ 25,631,898***
and Income Fund current income primarily from net assets+
foreign equity securities
Scudder International Fund Long-term growth of capital 0.900% to $2,583,030,686
primarily through a diversified $500 million
portfolio of marketable foreign 0.850% next
equity securities. $500 million
0.800% next
$1 billion
0.750% next
$1 billion
0.700% thereafter
Scudder Global Discovery Above-average capital 1.100% of $ 350,829,980
Fund appreciation over the long-term net assets
by investing primarily in the
equity securities of small
companies located throughout the
world.
Scudder Emerging Markets Long-term growth of capital 1.25% of $ 75,793,693
Growth Fund primarily through equity net assets+
investments in emerging markets
around the globe.
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
*** Assets as of 6/30/97.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-6
<PAGE> 63
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
Scudder Gold Fund Maximum return consistent with 1.000% of $ 163,932,814
investing in a portfolio of gold- net assets
related equity securities and
gold.
Scudder Greater Europe Long-term growth of capital 1.000% of $ 120,300,058
Growth Fund through investment primarily in net assets
the equity securities of European
companies.
Scudder Pacific Long-term growth of capital 1.100% of $ 329,391,540
Opportunities Fund primarily through investment in net assets
the equity securities of Pacific
Basin companies, excluding Japan.
Scudder Latin America Fund Long-term capital appreciation Effective 9/11/97: $ 621,914,690
through investment primarily in 1.250% to
the securities of Latin American $1 billion
issuers. 1.150% thereafter
The Japan Fund, Inc. Long-term capital appreciation 0.850% to $ 385,963,962
through investment primarily in $100 million
equity securities of Japanese 0.750% next
companies. $200 million
0.700% next
$300 million
0.650% thereafter
CLOSED-END FUNDS
The Argentina Fund, Inc. Long-term capital appreciation Adviser: $ 117,596,046
through investment primarily in Effective 11/1/97:
equity securities of Argentine 1.100% of
issuers. net assets
Sub-Adviser:
Paid by Adviser.
0.160% of
net assets
The Brazil Fund, Inc. Long-term capital appreciation 1.200% to $ 417,981,869
through investment primarily in $150 million
equity securities of Brazilian 1.050% next
issuers. $150 million
1.000% thereafter
Effective 10/29/97:
1.200% to
$150 million
1.050% next
$150 million
1.000% next
$200 million
0.900% thereafter
Administrator:
Receives an annual
fee of $50,000
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
</TABLE>
B-7
<PAGE> 64
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
The Korea Fund, Inc. Long-term capital appreciation Adviser: $ 661,690,073
through investment primarily in 1.150% to
equity securities of Korean $50 million
companies. 1.100% next
$50 million
1.000% next
$250 million
0.950% next
$400 million
0.900% thereafter
Sub-Adviser -
Daewoo:
Paid by Adviser.
0.2875% to
$50 million
0.275% next
$50 million
0.250% next
$250 million
0.2375% next
$400 million
0.225% thereafter
The Latin America Dollar High level of current income and, 1.200% of $ 94,748,606
Income Fund, Inc. secondarily, capital appreciation net assets
through investment principally in
dollar-denominated Latin American
debt instruments.
Montgomery Street Income High level of current income 0.500% to $ 198,465,822
Securities, Inc. consistent with prudent $150 million
investment risks through a 0.450% next
diversified portfolio primarily $50 million
of debt securities. 0.400% thereafter
Scudder New Asia Fund, Inc. Long-term capital appreciation 1.250% to $ 133,363,686
through investment primarily in $75 million
equity securities of Asian 1.150% next
companies. $125 million
1.100% thereafter
Scudder New Europe Fund, Long-term capital appreciation 1.250% to $ 266,418,730
Inc. through investment primarily in $75 million
equity securities of companies 1.150% next
traded on smaller or emerging $125 million
European markets and companies 1.100% thereafter
that are viewed as likely to
benefit from changes and
developments throughout Europe.
Scudder Spain and Portugal Long-term capital appreciation Adviser: $ 75,127,194
Fund, Inc. through investment primarily in 1.000% of
equity securities of Spanish & net assets
Portuguese issuers. Administrator:
0.200% of
net assets
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
</TABLE>
B-8
<PAGE> 65
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
Scudder World Income High income and, consistent 1.200% of $ 54,488,637
Opportunities Fund, Inc. therewith, capital appreciation. net assets
INSURANCE PRODUCTS
Balanced Portfolio Balance of growth and income 0.475% of $ 88,342,837
consistent with long-term net assets
preservation of capital through a
diversified portfolio of equity
and fixed income securities.
Bond Portfolio High level of income consistent 0.475% of $ 65,769,421
with a high quality portfolio of net assets
debt securities.
Capital Growth Portfolio Long-term capital growth from a 0.475% to $ 440,481,308
portfolio consisting primarily of $500 million
equity securities. 0.450% thereafter
Global Discovery Portfolio Above-average capital 0.975% of $ 16,757,264
appreciation over the long-term net assets+
by investing primarily in the
equity securities of small
companies located throughout the
world.
Growth and Income Portfolio Long-term growth of capital, 0.475% of $ 91,091,547
current income and growth of net assets
income.
International Portfolio Long-term growth of capital 0.875% to $ 726,038,527
primarily through diversified $500 million
holdings of marketable foreign 0.775% thereafter
equity investments.
Money Market Portfolio Stability of capital and current 0.370% of $ 97,785,626
income from portfolio of money net assets
market instruments.
AARP FUNDS
AARP High Quality Money Fund Current income and liquidity, 0.350% to $ 412,126,193
consistent with maintaining $2 billion
stability and safety of 0.330% next
principal, through investment in $2 billion
high quality securities. 0.300% next
$2 billion
0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.100% of
net assets
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-9
<PAGE> 66
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
AARP Balanced Stock and Bond Long-term growth of capital and 0.350% to $ 403,179,939
Fund income, consistent with a stable $2 billion
share price, through investment 0.330% next
in a combination of stocks, bonds $2 billion
and cash reserves. 0.300% next
$2 billion
0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.190% of
net assets
AARP Capital Growth Fund Long-term capital growth, 0.350% to $ 826,136,713
consistent with a share price $2 billion
more stable other than capital 0.330% next
growth funds, through investment $2 billion
primarily in common stocks and 0.300% next
securities convertible into $2 billion
common stocks. 0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.320% of
net assets
AARP Global Growth Fund Long-term growth of capital, 0.350% to $ 77,651,978
consistent with a share price $2 billion
more stable than other global 0.330% next
equity funds, through investment $2 billion
primarily in a diversified 0.300% next
portfolio of equity securities of $2 billion
corporations worldwide. 0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter+
INDIVIDUAL FUND FEE
0.550% of
net assets
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-10
<PAGE> 67
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
AARP Growth and Income Fund Long-term growth of capital and 0.350% to $4,218,983,398
income, consistent with a stable $2 billion
share price, through investment 0.330% next
primarily in common stocks and $2 billion
securities convertible into 0.300% next
common stocks. $2 billion
0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.190% of
net assets
AARP International Stock Long-term growth of capital, 0.350% to $ 12,699,109***
Fund consistent with a share price $2 billion
more stable than other 0.330% next
international equity funds, $2 billion
through investment primarily in a 0.300% next
diversified portfolio of foreign $2 billion
equity securities. 0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter+
INDIVIDUAL FUND FEE
0.600% of
net assets
AARP Small Company Stock Long-term growth of capital, 0.350% to $ 25,425,137***
Fund consistent with a stable share $2 billion
price more stable than other 0.330% next
small company stock funds, $2 billion
through investment primarily in 0.300% next
stocks of small U.S. companies. $2 billion
0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240%
thereafter+
INDIVIDUAL FUND FEE
0.550% of
net assets
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
*** Assets as of 6/30/97.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-11
<PAGE> 68
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
AARP U.S. Stock Index Fund Long-term capital growth and 0.350% to $ 23,917,674*
income, consistent with greater $2 billion
share price stability than a S&P 0.330% next
500 index fund, by taking an $2 billion
indexing approach to investing in 0.300% next
common stocks, emphasizing higher $2 billion
dividend stocks while maintaining 0.280% next
investment characteristics $2 billion
otherwise similar to the S&P 500 0.260% next
index. $3 billion
0.250% next
$3 billion
0.240% thereafter+
INDIVIDUAL FUND FEE
0.000% of
net assets
AARP Bond Fund for Income High level of current income, 0.350% to $ 34,951,973*
consistent with greater share $2 billion
price stability than a long term 0.330% next
bond, through investment $2 billion
primarily in investment-grade 0.300% next
debt securities. $2 billion
0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter+
INDIVIDUAL FUND FEE
0.280% of
net assets
AARP GNMA and U.S. Treasury High level of current income, 0.350% to $4,904,439,844
Fund consistent with greater share $2 billion
price stability than a long-term 0.330% next
bond, through investment $2 billion
principally in U.S. 0.300% next
Government-guaranteed GNMA $2 billion
securities and U.S. Treasury 0.280% next
obligations. $2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.120% of
net assets
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
*** Assets as of 6/30/97.
+ Subject to waivers and/or expense limitations.
</TABLE>
B-12
<PAGE> 69
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
AARP High Quality Bond Fund High level of income, consistent 0.350% to $ 511,905,166
with greater share price $2 billion
stability than a long-term bond, 0.330% next
through investment primarily in a $2 billion
portfolio of high quality 0.300% next
securities $2 billion
0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.190% of
net assets
AARP Diversified Growth Long-term growth of capital There will be no $ 36,411,938***
Portfolio through investment primarily in fee as the manager
AARP stock mutual funds. will receive a fee
from the underlying
funds.
AARP Diversified Income Current income with modest long- There will be no $ 34,230,023***
Portfolio term appreciation through fee as the manager
investment primarily in AARP bond will receive a fee
mutual funds. from the underlying
funds.
AARP High Quality Tax Free Current income fee from federal 0.350% to $ 111,264,728
Money Fund income taxes and liquidity, $2 billion
consistent with maintaining 0.330% next
stability and safety of $2 billion
principal, through investment in 0.300% next
high-quality municipal $2 billion
securities. 0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.100% of
net assets
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise indicated.
*** Assets as of 6/30/97.
</TABLE>
B-13
<PAGE> 70
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE ASSETS*
- ----------------------------- --------------------------------- ------------------- --------------
<S> <C> <C> <C>
AARP Insured Tax Free High level of income free from 0.350% to $1,755,412,222
General Bond Fund federal income taxes, consistent $2 billion
with greater share price 0.330% next
stability than a long-term $2 billion
municipal bond, through 0.300% next
investment primarily in municipal $2 billion
securities covered by insurance. 0.280% next
$2 billion
0.260% next
$3 billion
0.250% next
$3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.190% of
net assets
</TABLE>
- ---------------
* Assets are shown as of a Fund's most recent fiscal year end unless otherwise
indicated.
B-14
<PAGE> 71
EXHIBIT C
PROPOSED FUNDAMENTAL INVESTMENT POLICIES
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER EMERGING MARKETS GROWTH FUND
SCUDDER GREATER EUROPE GROWTH FUND
SCUDDER INTERNATIONAL FUND
SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
SCUDDER LATIN AMERICA FUND
SCUDDER PACIFIC OPPORTUNITIES FUND
SCUDDER GLOBAL FUND, INC.
SCUDDER EMERGING MARKETS INCOME FUND
SCUDDER GLOBAL FUND
SCUDDER GLOBAL BOND FUND
SCUDDER GLOBAL DISCOVERY FUND
SCUDDER INTERNATIONAL BOND FUND
SCUDDER MUTUAL FUNDS, INC.
SCUDDER GOLD FUND
4.1 SCUDDER INTERNATIONAL FUND, SCUDDER INTERNATIONAL GROWTH AND INCOME FUND,
SCUDDER GLOBAL FUND AND SCUDDER GLOBAL DISCOVERY FUND.
The Fund has elected to be classified as a diversified series of an
open-end investment company.
SCUDDER EMERGING MARKETS INCOME FUND, SCUDDER GREATER EUROPE GROWTH FUND,
SCUDDER LATIN AMERICA FUND, SCUDDER PACIFIC OPPORTUNITIES FUND, SCUDDER EMERGING
MARKETS GROWTH FUND, SCUDDER GLOBAL BOND FUND, SCUDDER INTERNATIONAL BOND FUND
AND SCUDDER GOLD FUND.
The Fund has elected to be classified as a non-diversified series of an
open-end investment company.
In addition, as a matter of fundamental policy, each Fund will not:
4.2 borrow money, except as permitted under the Investment Company Act
of 1940, as amended, and as interpreted or modified by regulatory authority
having jurisdiction, from time to time;
4.3 issue senior securities, except as permitted under the Investment
Company Act of 1940, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time;
4.4 In addition, as a matter of fundamental policy, each Fund except
Scudder Gold Fund, will not:
purchase physical commodities or contracts relating to physical
commodities.
C-1
<PAGE> 72
In addition, as a matter of fundamental policy, Scudder Gold Fund will not:
purchase or sell physical commodities or contracts relating to
physical commodities, except for contracts for the future delivery of gold,
silver, platinum and palladium and gold, silver platinum and palladium
bullion and coins.
4.5 In addition, as a matter of fundamental policy, each Fund, except
Scudder International Fund and Scudder Gold Fund, will not:
concentrate its investments in a particular industry, as that term is
used in the Investment Company Act of 1940, as amended, and as interpreted
or modified by regulatory authority having jurisdiction, from time to time.
In addition, as a matter of fundamental policy, Scudder Gold Fund will not:
concentrate its investments in a particular industry, as that term is
used in the Investment Company Act of 1940, as amended, and as interpreted
or modified by regulatory authority having jurisdiction, from time to time,
except that the Fund may concentrate in securities issued by wholly owned
subsidiaries of the Corporation and securities of companies that are
primarily engaged in the exploration, mining, fabrication, processing or
distribution of gold and other precious metals and in gold, silver,
platinum and palladium bullion and coins; or
4.6 engage in the business of underwriting securities issued by
others, except to the extent that the Fund may be deemed to be an
underwriter in connection with the disposition of portfolio securities;
4.7 purchase or sell real estate, which term does not include
securities of companies which deal in real estate or mortgages or
investments secured by real estate or interests therein, except that the
Fund reserves freedom of action to hold and to sell real estate acquired as
a result of the Fund's ownership of securities; or
4.8 make loans to other persons, except (i) loans of portfolio
securities, and (ii) to the extent that entry into repurchase agreements
and the purchase of debt instruments or interests in indebtedness in
accordance with the Fund's investment objective and policies may be deemed
to be loans.
C-2
<PAGE> 73
EXHIBIT D
CURRENT FUNDAMENTAL INVESTMENT POLICIES
SCUDDER GLOBAL FUND, INC.
SCUDDER GLOBAL BOND FUND
SCUDDER GLOBAL FUND
SCUDDER INTERNATIONAL BOND FUND
As a matter of fundamental policy, each Fund may not:
(1) borrow money, except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase
agreements provided that the Fund maintains asset coverage of 300% for all
borrowings;
(2) purchase or sell real estate (except that the Fund may invest in
(i) securities of companies which deal in real estate or mortgages, and
(ii) securities secured by real estate or interests therein, and that the
Fund reserves freedom of action to hold and to sell real estate acquired as
a result of the Fund's ownership of securities) or purchase or sell
physical commodities or contracts relating to physical commodities;
(3) act as underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund;
(4) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase agreements and
the purchase of debt securities in accordance with investment objectives
and investment policies may be deemed to be loans;
(5) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur; and except for shares of the
separate classes or series of the Corporation provided that collateral
arrangements with respect to currency-related contracts, futures contracts,
options or other permitted investments, including deposits of initial and
variation margin, are not considered to be the issuance of senior
securities for purposes of this restriction; and
(6) purchase any securities which would cause more than 25% of the
market value of its total assets at the time of such purchase to be
invested in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no
limitation with respect to investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities (for the purposes
of this restriction, telephone companies are considered to be in a separate
industry from gas and electric public utilities, and wholly-owned finance
companies are considered to be in the industry of their parents if their
activities are primarily related to
D-1
<PAGE> 74
financing the activities of their parents and, with respect to Scudder
Global Bond Fund, each foreign government, its agencies or
instrumentalities as well as supranational organizations as a group, are
each considered to be a separate industry).
In addition, as a matter of fundamental policy Global Fund may not, with
respect to 75% of its total assets taken at market value, purchase more than 10%
of the voting securities of any one issuer, or invest more than 5% of the value
of its total assets in the securities of any one issuer, except obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities
and except securities of other investment companies.
D-2
<PAGE> 75
SCUDDER GLOBAL FUND, INC., CONTINUED
SCUDDER GLOBAL DISCOVERY FUND
SCUDDER EMERGING MARKETS INCOME FUND
As a matter of fundamental policy, each Fund may not:
(1) borrow money except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase
agreements provided that the Fund maintains asset coverage of 300% for all
borrowings;
(2) purchase or sell real estate (except that the Fund may invest in
(i) securities of companies which deal in real estate or mortgages, and
(ii) securities secured by real estate or interests therein, and that the
Fund reserves freedom of action to hold and to sell real estate acquired as
a result of the Fund's ownership of securities); or purchase or sell
physical commodities or contracts relating to physical commodities;
(3) act as an underwriter of securities issued by others, except to
the extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund;
(4) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur, and except for shares of the
separate classes or series of the Corporation; provided that collateral
arrangements with respect to currency-related contracts, futures contracts,
options or other permitted investments, including deposits of initial and
variation margin, are not considered to be the issuance of senior
securities for purposes of this restriction;
(5) purchase any securities which would cause more than 25% of the
market value of its total assets at the time of such purchase to be
invested in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no
limitation with respect to investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities (for the purposes
of this restriction, telephone companies are considered to be in a separate
industry from gas and electric public utilities, wholly-owned finance
companies are considered to be in the same industry of their parents if
their activities are primarily related to financing the activities of their
parents and each foreign government, its agencies or instrumentalities as
well as supranational organizations as a group, are each considered to be a
separate industry);
(6) (Global Discovery Fund only) with respect to 75% of its total
assets taken at market value purchase more than 10% of the voting
securities of any one issuer, or invest more than 5% of the value of its
total assets in the securities of any one issuer, except obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities and
except securities of closed end investment companies;
D-3
<PAGE> 76
(7) (Global Discovery Fund only) make loans to other persons, except
(a) loans of portfolio securities, provided collateral is maintained at not
less than 100% by marking to market daily, and (b) to the extent the entry
into repurchase agreements and the purchase of debt securities in
accordance with its investment objective and investment policies may be
deemed to be loans; and
(8) (Emerging Markets Income Fund only) make loans to other persons,
except (a) loans of portfolio securities, and (b) to the extent the entry
into repurchase agreements, loan assignments and loan participations and
the purchase of debt securities in accordance with its investment objective
and investment policies may be deemed to be loans.
D-4
<PAGE> 77
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER LATIN AMERICA FUND
SCUDDER PACIFIC OPPORTUNITIES FUND
SCUDDER GREATER EUROPE GROWTH FUND
SCUDDER EMERGING MARKETS GROWTH FUND
As a matter of fundamental policy, each Fund may not:
(1) borrow money except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase
agreements provided that the Fund maintains asset coverage of 300% for all
borrowings;
(2) act as underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund; and
(3) purchase or sell real estate (except that the Fund may invest in
(i) securities of companies which deal in real estate or mortgages, and
(ii) securities secured by real estate or interests therein, and that the
Fund reserves freedom of action to hold and to sell real estate acquired as
a result of the Fund's ownership of securities); or purchase or sell
physical commodities or contracts relating to physical commodities.
In addition, as a matter of fundamental policy, Latin America Fund, Pacific
Opportunities Fund and Greater Europe Growth Fund may not:
(4) purchase any securities which would cause more than 25% of the
market value of its total assets at the time of such purchase to be
invested in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no
limitation with respect to investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities (for the purposes
of this restriction, telephone companies are considered to be in a separate
industry from gas and electric public utilities, and wholly-owned finance
companies are considered to be in the industry of their parents if their
activities are primarily related to financing the activities of their
parents); and
(5) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur, and except for shares of the
separate classes or series of the Corporation; provided that collateral
arrangements with respect to currency-related contracts, futures contracts,
options or other permitted investments, including deposits of initial and
variation margin, are not considered to be the issuance of senior
securities for purposes of this restriction.
D-5
<PAGE> 78
In addition, as a matter of fundamental policy, Latin America Fund and
Pacific Opportunities Fund may not:
(6) make loans to other persons, except (a) loans of portfolio
securities, provided collateral is maintained at not less than 100% by
marking to market daily, and (b) to the extent the entry into repurchase
agreements and the purchase of debt securities in accordance with its
investment objective and investment policies may be deemed to be loans.
In addition, as a matter of fundamental policy, Greater Europe Growth Fund
may not:
(7) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase agreements and
the purchase of debt securities in accordance with its investment
objectives and investment policies may be deemed to be loans.
In addition, as a matter of fundamental policy, Emerging Markets Growth
Fund may not:
(8) make loans to other persons, except (a) loans of portfolio
securities, provided collateral is maintained at not less than 100% by
marking to market daily, and (b) to the extent the entry into repurchase
agreements, loan assignments and loan participations and the purchase of
debt securities in accordance with its investment objective and investment
policies may be deemed to be loans;
(9) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur and except for shares of the
separate classes or series of the Fund, provided that collateral
arrangements with respect to Strategic Transactions and other permitted
investments, including deposits of initial and variation margin, are not
considered to be the issuance of senior securities for purposes of this
restriction; and
(10) purchase any securities which would cause more than 25% of the
market value of its total assets at the time of such purchase to be
invested in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no
limitation with respect to investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities. For the purposes
of this restriction, telephone companies are considered to be in a separate
industry from gas and electric public utilities, wholly-owned finance
companies are considered to be in the same industry of their parents if
their activities are primarily related to financing the activities of their
parents, and each foreign government, its agencies or instrumentalities as
well as supranational organizations as a group, are each considered to be a
separate industry.
D-6
<PAGE> 79
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER INTERNATIONAL FUND
As a matter of fundamental policy, the Fund may not:
(1) with respect to 75% of its total assets, taken at market value,
purchase more than 10% of the voting securities of any one issuer, or
invest more than 5% of the value of its total assets in the securities of
any one issuer, except obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and except securities of
other investment companies;
(2) borrow money, except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase
agreements; provided that the Fund maintains asset coverage of 300% for all
borrowings;
(3) act as an underwriter of securities issued by others, except to
the extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund;
(4) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase agreements and
the purchase of debt securities in accordance with its investment
objectives and investment policies may be deemed to be loans;
(5) purchase or sell real estate (except that the Fund may invest in
(i) securities of companies which deal in real estate or mortgages, and
(ii) securities secured by real estate or interests therein, and that the
Fund reserves freedom of action to hold and to sell real estate acquired as
a result of the Fund's ownership of securities);
(6) purchase or sell physical commodities or contracts relating to
physical commodities; and
(7) invest more than 25% of its assets in securities of companies in
the same industry.
D-7
<PAGE> 80
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER INTERNATIONAL GROWTH AND INCOME FUND
As a matter of fundamental policy, the Fund may not:
(1) borrow money, except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase
agreements; provided that the Fund maintains asset coverage of 300% for all
borrowings;
(2) act as an underwriter of securities issued by others, except to
the extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund;
(3) make loans to other persons, except to the extent the entry into
repurchase agreements and the purchase of debt securities in accordance
with its investment objectives and investment policies may be deemed to be
loans;
(4) purchase or sell real estate (except that the Fund may invest in
(i) securities of companies which deal in real estate or mortgages, and
(ii) securities secured by real estate or interests therein, and that the
Fund reserves freedom of action to hold and to sell real estate acquired as
a result of the Fund's ownership of securities); and
(5) purchase or sell physical commodities or contracts relating to
physical commodities.
(6) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur and except for shares of the
separate classes or series of the Corporation, provided that collateral
arrangements with respect to currency-related contracts, futures contracts,
options or other permitted investments, including deposits of initial and
variation margin, are not considered to be the issuance of senior
securities for purposes of this restriction; and
(7) purchase any securities which would cause more than 25% of the
market value of its total assets at the time of such purchase to be
invested in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no
limitation with respect to investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities (for the purposes
of this restriction, telephone companies are considered to be in a separate
industry from gas and electric public utilities, and wholly-owned finance
companies are considered to be in the industry of their parents if their
activities are primarily related to financing the activities of their
parents).
D-8
<PAGE> 81
SCUDDER MUTUAL FUND, INC.
SCUDDER GOLD FUND
As a matter of fundamental policy, the Fund may not:
(1) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase agreements and
the purchase of debt securities in accordance with its investment
objectives and investment policies may be deemed to be loans;
(2) act as an underwriter of securities issued by others, except to
the extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund;
(3) purchase or sell real estate (except that the Fund may invest in
(i) securities of companies which deal in real estate or mortgages, and
(ii) securities secured by real estate or interests therein, and that the
Fund reserves freedom of action to hold and to sell real estate acquired as
a result of the Fund's ownership of securities);
(4) purchase or sell physical commodities or contracts relating to
physical commodities, except for contracts for the future delivery of gold,
and gold, silver, platinum and palladium bullion or coins;
(5) purchase any securities (other than securities issued by wholly-
owned subsidiaries of the Corporation) which would cause more than 25% of
the market value of its total assets at the time of such purchase to be
invested in the securities of one or more issuers having their principal
business activities in the same industry, provided that there is no
limitation with respect to investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities, and except that
the Fund will invest at least 25% of its total assets in securities of
companies that are primarily engaged in the exploration, mining,
fabrication, processing or distribution of gold and other precious metals
and in gold bullion and coins;
(6) borrow money, except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase
agreements; provided that the Fund maintains asset coverage of 300% for all
borrowings; and
(7) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur, and except for shares of the
separate classes or series of the Corporation, provided that collateral
arrangements with respect to currency-related contracts, futures contracts,
options or other permitted investments, including deposits of initial and
variation margin, are not considered to be the issuance of senior
securities for purposes of this restriction.
D-9
<PAGE> 82
PROXY SCUDDER EMERGING MARKETS GROWTH FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Wilson Nolen,
Daniel Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
------------------------------------------------------------
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
<PAGE> 83
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 84
PROXY SCUDDER GREATER EUROPE GROWTH FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Wilson Nolen,
Daniel Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
------------------------------------------------------------
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
<PAGE> 85
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 86
PROXY SCUDDER INTERNATIONAL FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Wilson Nolen,
Daniel Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
------------------------------------------------------------
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
<PAGE> 87
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 88
PROXY SCUDDER INTERNATIONAL GROWTH AND INCOME FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Wilson Nolen,
Daniel Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
------------------------------------------------------------
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
<PAGE> 89
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 90
PROXY SCUDDER LATIN AMERICA FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Wilson Nolen,
Daniel Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
------------------------------------------------------------
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
<PAGE> 91
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 92
PROXY SCUDDER PACIFIC OPPORTUNITIES FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Wilson Nolen,
Daniel Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
------------------------------------------------------------
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
<PAGE> 93
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Shareholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 94
PROXY SCUDDER INTERNATIONAL BOND FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Daniel
Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
------------------------------------------------------------
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
<PAGE> 95
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 96
PROXY SCUDDER GLOBAL FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Daniel
Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
------------------------------------------------------------
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on other side)
<PAGE> 97
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 98
PROXY SCUDDER GLOBAL BOND FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Daniel
Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
------------------------------------------------------------
(continued on other side)
<PAGE> 99
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Shareholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 100
PROXY SCUDDER GLOBAL DISCOVERY FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Gleysteen, Jr., William H. Luers, Daniel
Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
------------------------------------------------------------
(continued on other side)
<PAGE> 101
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 102
SCUDDER EMERGING MARKETS INCOME FUND
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote
at the Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, William H. Gleysteen, Jr., William H. Luers, Daniel Pierce, and Kathryn
L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
------------------------------------------------------------
2. To approve the new Investment Management
Agreement between the Fund and Scudder
Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[continued on other side]
<PAGE> 103
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 104
PROXY SCUDDER GOLD FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF SHAREHOLDERS -- OCTOBER 27, 1997
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 which the undersigned is entitled to vote at the
Special Meeting of Stockholders of the Fund to be held at the offices of
Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on October 27, 1997 at 9:30 a.m., eastern time, and at
any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR EACH NUMBERED ITEM LISTED BELOW.
The Board members of your Fund, including those who are not affiliated with
the Fund or Scudder, recommend that you vote FOR each item.
1. The election of Directors;
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
Nominees: Paul Bancroft III, Sheryle J. Bolton, William T. Burgin, Thomas J.
Devine, Keith R. Fox, William H. Luers, Daniel Pierce, and Kathryn L. Quirk.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
------------------------------------------------------------
(continued on other side)
<PAGE> 105
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To approve changes to certain of the fundamental investment policies and
restrictions;
<TABLE>
<S> <C> <C>
4.1 diversification; 4.3 senior securities; 4.5 concentration;
4.2 borrowing; 4.4 commodities; 4.6 underwriting of securities;
4.7 investment in real estate;
4.8 lending.
</TABLE>
TO VOTE AGAINST OR ABSTAIN WITH RESPECT TO A PARTICULAR PROPOSED CHANGE, REFER
TO THE PROXY STATEMENT FOR THE CHANGES APPLICABLE TO THE FUND AND WRITE THE
NUMBER OF THE SUB-PROPOSAL ON THE LINE BELOW.
- --------------------------------------------------------------------------------
5. Ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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 exactly as your name or names
appear. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
------------------------------------------
(Signature of Stockholder)
------------------------------------------
(Signature of joint owner, if any)
Dated , 1997
--------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
