<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>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] 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
PRELIMINARY COPY
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 the 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 the Fund.
<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, for the amendment of the
Articles of Incorporation applicable to your Fund, 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.
<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.
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 CARDS PROMPTLY.
<PAGE> 5
345 Park Avenue
New York, New York 10154
1-800-349-4281
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER GLOBAL FUND, INC.
SCUDDER MUTUAL FUNDS, INC.
September [ ], 1997
Dear Stockholder:
On June 26, 1997, Scudder, Stevens & Clark ("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
fund, you will receive more than one proxy card. Please sign and return each
proxy card you receive.
<PAGE> 6
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,
Nicholas Bratt
President, Scudder International Fund, Inc.
and Scudder Global Fund, Inc. (each Fund except Scudder Global Fund)
William E. Holzer
President, Scudder Global Fund, Inc. (Scudder Global Fund only)
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> 7
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;
(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 holders of a majority
of the concerned Corporation's (for a Corporation-wide vote) or,
<PAGE> 8
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 Board of Directors,
Thomas F. McDonough,
Secretary
September [ ], 1997
IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD 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 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> 9
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 a majority 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> 10
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.
Abstentions and 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, 3 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.
Abstentions and 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 and majority, respectively, of 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.
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.
2
<PAGE> 11
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 voting
nominee (if a at the Special Meeting
Corporation has
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 voting
of accountants) at the Special Meeting
</TABLE>
Holders of record of the shares of common stock of each Fund at the close
of business on August 24, 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 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 14,513,350.142
Scudder Greater Europe Growth Fund 8,804,546.542
Scudder International Fund 53,664,915.3515
Scudder International Growth and Income Fund 2,135,991.4260
Scudder Latin America Fund 39,158,596.4670
</TABLE>
3
<PAGE> 12
<TABLE>
<CAPTION>
NUMBER OF SHARES OUTSTANDING
NAME OF THE FUND AS OF JUNE 30, 1997
- - - - - ------------------------------------------------ ----------------------------
<S> <C>
Scudder Pacific Opportunities Fund 16,107,323.7770
Scudder Emerging Markets Income Fund 28,299,710.2200
Scudder Global Fund 47,646,207.8660
Scudder Global Bond Fund 15,972,937.6825
Scudder Global Discovery Fund 17,018,378.4357
Scudder International Bond Fund 22,435,380.5495
Scudder Gold Fund 15,662,171.8230
</TABLE>
Each Corporation 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 800-225-5163 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 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
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>
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.
4
<PAGE> 13
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.
[PHOTO] (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);
[PHOTO] 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
[PHOTO] companies. Mr. Burgin serves on the Boards of an additional 2
Trusts or Corporations whose Funds are advised by Scudder.
</TABLE>
5
<PAGE> 14
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE CORPORATION
(DATE NOMINEE BECAME DIRECTOR),
NAME (AGE) PRINCIPAL OCCUPATION OR
----------- EMPLOYMENT AND DIRECTORSHIPS
---------------------------------------------------------------
<S> <C>
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
[PHOTO] additional 3 Trusts or Corporations whose Funds are advised by
Scudder.
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
[PHOTO] 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 Institute; Former President, The Japan Society, Inc.
(until 1996). Mr. Gleysteen serves on the Boards of an
[PHOTO] 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
[PHOTO] 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 2 Trusts whose Funds are
advised by Scudder.
</TABLE>
6
<PAGE> 15
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE CORPORATION
(DATE NOMINEE BECAME DIRECTOR),
NAME (AGE) PRINCIPAL OCCUPATION OR
----------- EMPLOYMENT AND DIRECTORSHIPS
---------------------------------------------------------------
<S> <C>
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;
[PHOTO] 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.
[PHOTO] 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.
[PHOTO] 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.
7
<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 Scudder International
Fund, Inc. (1982). Managing Director of Scudder, Stevens &
[PHOTO] 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
[PHOTO] 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.
[PHOTO] 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.
8
<PAGE> 17
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 GLEYSTEEN LUERS PIERCE QUIRK GROUP
- - - - - ---------------------------------- -------- ------ ----- ------ --------- ----- ------ ----- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Scudder Global Fund, Inc.
Scudder Emerging Markets Income
Fund -- 416 542 -- -- 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 -- -- -- -- -- -- -- -- 44,662(6)
Scudder Global Discovery Fund 6,323 489 1,974 -- 1,494 -- 6,595 (7) -- 484,276(8)
Scudder International Bond Fund -- -- -- -- -- -- -- -- 134,568(9)
</TABLE>
<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 -- -- -- -- -- --
Scudder Greater Europe
Growth Fund 3,772 -- -- 501 -- 1,371(11) 566 -- 889 --
Scudder International Fund 3,184 -- 410 185 592 6,574(13) 264 4,802(14) 16,235(15) 109
Scudder International
Growth and Income Fund -- -- -- -- -- -- -- -- -- --
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>
Scudder International Fund,
Inc.
Scudder Emerging Markets
Growth Fund 412 533,476(10)
Scudder Greater Europe
Growth Fund 427 186,743(12)
Scudder International Fund 616 254,269(12)
Scudder International
Growth and Income Fund -- --
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 GROUP
- - - - - ----------------------------------------------------------- --- ------ -------------
<S> <C> <C> <C>
Scudder Mutual Funds, Inc.
Scudder Gold Fund 608 1,027 67,841
</TABLE>
- - - - - ------------------------------
(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.
9
<PAGE> 18
(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
.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 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
3.68% of the outstanding shares of Scudder Emerging Markets Growth Fund of
which 19,705 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
2.12% of the outstanding shares of Scudder Greater Europe Growth Fund of
which 8,065 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
10,488 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.
10
<PAGE> 19
(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.
(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
0.43% of the outstanding shares of Scudder Gold Fund of which 1,635 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
11
<PAGE> 20
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
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
12
<PAGE> 21
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 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 the Fund is managed in 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 designated to assure compliance with various regulatory requirements.
At least annually, the Non-interested Trustees 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.
13
<PAGE> 22
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.
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
DIRECTORS COMMITTEE DIRECTORS
NAME OF CORPORATION 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>
14
<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 nine years'
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)
David S. Lee (63) Vice President and Assistant Scudder Global Fund, Inc.
Treasurer; Managing Director (1986)
of Scudder, Stevens & Clark,
Inc.
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>
15
<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)
Kathryn L. Quirk (44) Vice President and Assistant Scudder Mutual Funds, Inc.
Secretary; Managing Director (1988)
of Scudder, Stevens & Clark,
Inc.
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
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
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.
16
<PAGE> 25
COMPENSATION TABLE
<TABLE>
<CAPTION>
(2) (3)
TOTAL
AGGREGATE COMPENSATION COMPENSATION
------------------------------------------------ FROM THE
(1) SCUDDER SCUDDER FUND AND FUND
NAME OF SCUDDER GLOBAL INTERNATIONAL MUTUAL COMPLEX
DIRECTOR FUND, INC. FUND, INC. FUNDS, INC. PAID TO DIRECTOR
- - - - - --------------------------- -------------- ------------- ----------- -------------------
<S> <C> <C> <C> <C>
Paul Bancroft III $ 42,750 $41,086 -- $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 -- $43,086 $ 8,550 $ 87,508 (10 Funds)
William H. Gleysteen, Jr. $ 45,500 $44,086 -- $130,336 (13 Funds)
William H. Luers $ 45,750 $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)
</TABLE>
REQUIRED VOTE
Election of each of the listed nominees for Director requires the
affirmative vote of a majority 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 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 assets over $500 million, .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 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
17
<PAGE> 26
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 provide 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.
BOARD OF DIRECTORS' RECOMMENDATION
On August 6, 1997, the Board of each Corporation, including 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
18
<PAGE> 27
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 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 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
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,
19
<PAGE> 28
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 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
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
20
<PAGE> 29
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 compensation pool 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 management)
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 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.
21
<PAGE> 30
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.
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
22
<PAGE> 31
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 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
23
<PAGE> 32
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 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.
24
<PAGE> 33
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 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% $ 349,865
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 -- -- 1.00% --
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
</TABLE>
25
<PAGE> 34
<TABLE>
<CAPTION>
AGGREGATE
NET MANAGEMENT MANAGEMENT
FUND FISCAL YEAR ASSETS FEE RATE FEE PAID*
- - - - - ---------------------- ----------- -------------- ------------------------------ -----------
<S> <C> <C> <C> <C>
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 waiver, if any.
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
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
Management 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 Manage-
26
<PAGE> 35
ment 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 09-04-96 05-06-96 09-30-97
Scudder Greater Europe
Growth Fund 10-10-94 10-10-94 09-04-96 10-07-94 09-30-97
Scudder International
Fund 09-02-88 09-05-96 09-04-96 12-13-90 09-30-97
Scudder International
Growth and Income Fund 06-30-97 06-03-97 06-03-97 06-10-97 09-30-98
Scudder Latin America
Fund 12-08-92 12-08-92 09-04-96 12-03-92 09-30-97
Scudder Pacific
Opportunities Fund 12-08-92 12-08-92 09-04-96 12-03-92 09-30-97
Scudder Emerging Markets
Income Fund 12-31-93 12-29-93 09-04-96 12-29-93 09-30-97
Scudder Global Fund 07-23-86 09-06-95 09-04-96 12-13-90 09-30-97
Scudder Global Bond Fund 03-01-91 09-07-93 09-04-96 06-02-92 09-30-97
Scudder Global Discovery
Fund 09-10-91 09-03-91 09-04-96 06-02-92 09-30-97
Scudder International
Bond Fund 07-06-88 09-08-94 09-04-96 12-13-90 09-30-97
Scudder Gold Fund 09-02-88 09-05-96 06-04-96 09-04-96 09-30-97
</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 later than the effective date.
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. 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
27
<PAGE> 36
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 each 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 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,
28
<PAGE> 37
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.
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. 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.
- - - - - ------------------------------
*Two International Place, Boston, Massachusetts
#345 Park Avenue, New York, New York
@Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
+101 California Street, San Francisco, California
29
<PAGE> 38
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 the 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, shareholding 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 $ 38,540 $ 65,697 $ 1,553
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 $ 66,539* $ 273,799* $ 72,690*
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 $ 308,453 $ 15,479
Scudder Global Fund 06-30-97 $ 552,664 $ 2,374,492 $ 830,991
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>
- - - - - ------------------------------
* Projected
SFAC, SCC and STC will continue to provide fund accounting, transfer
agency, subaccounting and recordkeeping services to the Funds under the
30
<PAGE> 39
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 Fund for this service.
Allocation of portfolio transactions is supervised by Scudder.
REQUIRED VOTE
Approval of this Proposal as to 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/feeder 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,
31
<PAGE> 40
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.
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
level. The Directors' decision to convert a Fund would be based upon their
32
<PAGE> 41
determination that it would be in the best interests of both the Fund and its
stockholders.
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 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
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 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 substantive 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,
33
<PAGE> 42
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.
Shareholders will be asked to vote on each proposed fundamental policy
separately on the enclosed proxy card.
PROPOSAL 5.1: 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 5.2: 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, 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. Accordingly,
therefore, except as stated above, the borrowing policy of each Fund would not
be changed by adoption of the proposed policy.
PROPOSAL 5.3: SENIOR SECURITIES
The current policy of each Fund, except Scudder International Fund,
prohibits the issuance of senior securities, 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
34
<PAGE> 43
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 SEC 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 5.4: 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.
PROPOSAL 5.5: 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 SEC
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, and that
the adoption of the proposed concentra-
35
<PAGE> 44
tion policy would make no substantive change in the current concentration policy
of any 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 5.6 THROUGH 5.8: OTHER POLICIES -- UNDERWRITING OF SECURITIES,
INVESTMENT IN REAL ESTATE AND LENDING
Each of the other proposed fundamental policies regarding underwriting of
securities (Proposal 5.6), investment in real estate (Proposal 5.7), and lending
(Proposal 5.8) is substantially identical to 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.
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 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.
36
<PAGE> 45
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.
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. Any
proxy given by a stockholder, whether in writing or by telephone, is revocable.
37
<PAGE> 46
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.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
38
<PAGE> 47
EXHIBIT A
MASTER FORM
OF
NEW INVESTMENT MANAGEMENT AGREEMENT
39
<PAGE> 48
EXHIBIT B
OTHER INVESTMENT COMPANIES
ADVISED BY SCUDDER
40
<PAGE> 49
EXHIBIT C
SCUDDER INTERNATIONAL FUND, INC.
SCUDDER EMERGING MARKETS INCOME 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 GROWTH FUND
SCUDDER GLOBAL FUND
SCUDDER GLOBAL BOND FUND
SCUDDER GLOBAL DISCOVERY FUND
SCUDDER INTERNATIONAL BOND FUND
SCUDDER MUTUAL FUNDS, INC.
SCUDDER GOLD FUND
5.1 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, each Fund will not:
5.2 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;
5.3 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;
5.4 In addition, each Fund except Scudder Gold Fund, will not:
purchase physical commodities or contracts relating to physical
commodities.
In addition, 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,
41
<PAGE> 50
platinum and palladium and gold, silver platinum and palladium bullion and
coins.
5.5 In addition, 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, 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
5.6 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;
5.7 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
5.8 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.
42
<PAGE> 51
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").
<PAGE> 52
(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
2
<PAGE> 53
(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
3
<PAGE> 54
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.
4
<PAGE> 55
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,
5
<PAGE> 56
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
6
<PAGE> 57
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, 19 , and continue in force from year
to
7
<PAGE> 58
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.
8
<PAGE> 59
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
9
<PAGE> 60
INVESTMENT OBJECTIVES AND ADVISORY FEES
FOR FUNDS ADVISED BY SCUDDER, STEVENS & CLARK, INC.
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
MONEY MARKET
Scudder U.S. Treasury Money Fund Safety, liquidity, and stability of capital 0.500% of net assets
and, consistent therewith, current income.
Scudder Cash Investment Trust Stability of capital while maintaining 0.500% to $250 million
liquidity of capital and providing current 0.450% next $250 million
income from money market securities. 0.400% next $500 million
0.350% thereafter
Scudder Money Market Series High level of current income consistent with 0.250% of net assets
preservation of capital and liquidity by
investing in a broad range of short-term
money market instruments.
Scudder Government Money Market High level of current income consistent with 0.250% of net assets
Series preservation of 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 federal income 0.500% to $500 million
taxes and stability of principal through 0.480% thereafter
investments in municipal securities.
Scudder Tax Free Money Market High level of current income consistent with 0.250% of net assets
Series preservation of capital and liquidity exempt
from federal income tax by investing
primarily in high quality municipal
obligations.
</TABLE>
10
<PAGE> 61
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
Scudder California Tax Free Money Stability of capital and the maintenance of a 0.500% of net assets
Fund constant net asset value of $1.00 per share
while providing California tax payers income
exempt from both California personal and
regular federal income tax through investment
in high quality, short- term tax-exempt
California municipal securities.
Scudder New York Tax Free Money Stability of capital and income exempt from 0.500% of net assets
Fund New York state and 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 Free Fund High level of income exempt from regular 0.600% of net assets
federal income tax consistent with a high
degree of principal stability.
Scudder Medium Term Tax Free Fund High level of income exempt from regular 0.600% to $500 million
federal income tax and limited principal 0.500% thereafter
fluctuation through investment primarily in
high grade intermediate term municipal
securities.
Scudder Managed Municipal Bonds Income exempt from regular federal income tax 0.550% to $200 million
primarily through investments in high-grade 0.500% next $500 million
long-term municipal securities. 0.475% thereafter
Scudder High Yield Tax Free Fund High level of income, exempt from regular 0.650% to $300 million
federal income tax, from an actively managed 0.600% thereafter
portfolio consisting primarily of investment
grade municipal securities.
</TABLE>
11
<PAGE> 62
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
Scudder California Tax Free Fund Income exempt from both California state 0.625% to $200 million
personal income tax and regular federal 0.600% thereafter
income tax primarily through investment grade
municipal securities.
Scudder Massachusetts Limited Term A high level of income exempt from both 0.600% of net assets
Tax Free Fund Massachusetts personal income tax and regular
federal income tax as is consistent with a
high degree of price stability.
Scudder Massachusetts Tax Free A high level of income exempt from both 0.600% of net assets
Fund Massachusetts personal income tax and regular
federal income tax through investment
primarily in long-term investment-grade
municipal securities in Massachusetts.
Scudder New York Tax Free Fund Income exempt from New York state and New 0.625% to $200 million
York City personal income taxes and regular 0.600% thereafter
federal income tax through investment
primarily in long-term investment-grade
municipal securities in New York.
Scudder Ohio Tax Free Fund Income exempt from Ohio personal income tax 0.600% of net assets
and regular federal income tax through
investment primarily in investment-grade
municipal securities in Ohio.
Scudder Pennsylvania Tax Free Fund Income exempt from Pennsylvania personal 0.600% of net assets
income tax and regular federal income tax
through investment primarily in investment-
grade municipal securities in Pennsylvania.
</TABLE>
12
<PAGE> 63
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
U.S. INCOME
Scudder Short Term Bond Fund High level of income consistent with a high 0.600% to $500 million
degree of principal stability through 0.500% next $500 million
investments primarily in high quality 0.450% next $500 million
short-term bonds. 0.400% next $500 million
0.375% next $1 billion
0.350% thereafter
Scudder Zero Coupon 2000 Fund High investment returns over a selected 0.600% of net assets
period as is consistent with investment in
U.S. Government securities and the
minimization of reinvestment risk.
Scudder GNMA Fund High current income and safety of principal 0.650% to $200 million
primarily from investment in U.S. Government 0.600% next $300 million
mortgage-backed GNMA securities. 0.550% thereafter
Scudder Income Fund A high level of income, consistent with the 0.650% to $200 million
prudent investment of capital, through a 0.600% next $300 million
flexible investment program emphasizing 0.550% thereafter
high-grade bonds.
Scudder High Yield Bond Fund A high level of current income and capital 0.700% of net assets
appreciation through investment primarily in
below investment-grade domestic debt
securities.
GLOBAL INCOME
Scudder Global Bond Fund Total return with an emphasis on current 0.750% to $1 billion
income by investing primarily in high-grade 0.700% thereafter
bonds denominated in foreign currencies and
the U.S. dollar.
</TABLE>
13
<PAGE> 64
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
Scudder International Bond Fund Income primarily by investing in high-grade 0.850% to $1 billion
international bonds and protection and 0.800% thereafter
possible enhancement of principal value by
actively managing currency, bond market and
maturity exposure and by security selection.
Scudder Emerging Markets Income High current income and, secondarily, 1.000% of net assets
Fund long-term capital appreciation by investing
primarily in high-yielding debt securities
issued in emerging markets.
ASSET ALLOCATION
Scudder Pathway Conservative Current income and, secondarily, long-term 0.000%
Portfolio growth of capital by investing substantially
in bond mutual funds, but will have some
exposure to equity mutual funds.
Scudder Pathway Balanced Portfolio Balance of growth and income by investing in 0.000%
a mix of money market, bond and equity mutual
funds.
Scudder Pathway Growth Portfolio Long-term growth of capital by investing 0.000%
predominantly in equity mutual funds designed
to provide long-term growth.
Scudder Pathway International Maximize total return by investing in a 0.000%
Portfolio select mix of established international and
global Scudder Funds.
U.S. GROWTH AND INCOME
Scudder Balanced Fund A balance of growth and income from a 0.700% of net assets
diversified portfolio of equity and fixed
income securities and long-term preservation
of capital through a quality oriented
investment approach designed to reduce risk.
</TABLE>
14
<PAGE> 65
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
Scudder Growth and Income Fund Long-term growth of capital, current income 0.600% to $500 million
and growth of income primarily from common 0.550% next $500 million
stocks, preferred stocks and securities 0.500% next $500 million
convertible into common stocks. 0.475% next $500 million
0.450% next $1 billion
0.425% next $1 billion
0.405% thereafter
U.S. GROWTH
Scudder Large Company Value Fund Maximize long-term capital appreciation 0.750% to $500 million
(formerly Scudder Capital Growth through a value driven investment program 0.650% next $500 million
Fund) emphasizing common stocks and preferred
stocks.
Scudder Value Fund Long-term growth of capital through 0.700% of net assets
investment in undervalued equity securities.
Scudder Small Company Value Fund Long-term growth of capital by investing 0.750% of net assets
primarily in undervalued equity securities of
small U.S. companies.
Scudder Micro Cap Fund Long-term growth of capital by investing 0.750% of net assets
primarily in a diversified portfolio of U.S.
micro-cap common stocks.
Scudder Classic Growth Fund Long-term growth of capital while keeping the 0.700% of net assets
value of its shares more stable than other
growth mutual funds.
Scudder Large Company Growth Fund Long-term growth of capital through 0.700% of net assets
(formerly Scudder Quality Growth investment primarily in the equity securities
Fund) of seasoned, financially strong U.S. growth
companies.
Scudder Development Fund Long-term growth of capital by investing 1.000% to $500 million
primarily in equity securities of emerging 0.950% next $500 million
growth companies. 0.900% thereafter
</TABLE>
15
<PAGE> 66
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
Scudder 21st Century Growth Fund Long-term growth of capital by investing 1.000% of net assets
primarily in the securities of emerging
growth companies poised to be leaders in the
21st century.
GLOBAL GROWTH
Scudder Global Fund Long-term growth of capital through Effective 9/11/97:
investment in a diversified portfolio of 1.000% to $500 million
marketable foreign and domestic securities, 0.950% next $500 million
primarily equity securities. 0.900% next $500 million
0.850% thereafter
Institutional International Equity Long-term growth of capital primarily through 0.900% of net assets
Portfolio a diversified portfolio of marketable foreign
equity securities.
Scudder International Growth and Long-term growth of capital and current 1.000% of net assets
Income Fund income primarily from foreign equity
securities
Scudder International Fund Long-term growth of capital primarily through 0.900% to $500 million
a diversified portfolio of marketable foreign 0.850% next $500 million
equity securities. 0.800% next $1 billion
0.750% next $1 billion
0.700% thereafter
Scudder Global Discovery Fund Above-average capital appreciation over the 1.100% of net assets
long-term by investing primarily in the
equity securities of small companies located
throughout the world.
Scudder Emerging Markets Growth Long-term growth of capital primarily through 1.25% of net assets
Fund equity investments in emerging markets around
the globe.
Scudder Gold Fund Maximum return consistent with investing in a 1.000% of net assets
portfolio of gold-related equity securities
and gold.
</TABLE>
16
<PAGE> 67
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
Scudder Greater Europe Growth Fund Long-term growth of capital through 1.000% of net assets
investment primarily in the equity securities
of European companies.
Scudder Pacific Opportunities Fund Long-term growth of capital primarily through 1.100% of net assets
investment in the equity securities of
Pacific Basin companies, excluding Japan.
Scudder Latin America Fund Long-term capital appreciation through Effective 9/11/97:
investment primarily in the securities of 1.250% to $1 billion
Latin American issuers. 1.150% thereafter
The Japan Fund, Inc. Long-term capital appreciation through 0.850% to $100 million
investment primarily in equity securities of 0.750% next $200 million
Japanese companies. 0.700% next $300 million
0.650% thereafter
CLOSED-END FUNDS
The Argentina Fund, Inc. Long-term capital appreciation through Advisor:
investment primarily in equity securities of Effective 11/1/97:
Argentine issuers. 1.100% of net assets
Sub-Advisor:
Paid by Advisor.
0.160% of net assets
</TABLE>
17
<PAGE> 68
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
The Brazil Fund, Inc. Long-term capital appreciation through 1.200% to $150 million
investment primarily in equity securities of 1.050% next $150 million
Brazilian issuers. 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
The Korea Fund, Inc. Long-term capital appreciation through Advisor:
investment primarily in equity securities of 1.150% to $50 million
Korean issuers. 1.100% next $50 million
1.000% next $250 million
0.950% next $400 million
0.900% thereafter
Sub-Advisor - Daewoo:
Paid by Advisor.
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 Income High level of current income and, 1.200% of net assets
Fund, Inc. secondarily, capital appreciation through
investment principally in dollar-denominated
Latin American debt instruments.
Montgomery Street Income High level of current income consistent with 0.500% to $150 million
Securities, Inc. prudent investment risks through a 0.450% next $50 million
diversified portfolio primarily of debt 0.400% thereafter
securities.
</TABLE>
18
<PAGE> 69
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
Scudder New Asia Fund, Inc. Long-term capital appreciation through 1.250% to $75 million
investment primarily in equity securities of 1.150% next $125 million
Asian companies. 1.100% thereafter
Scudder New Europe Fund, Inc. Long-term capital appreciation through 1.250% to $75 million
investment primarily in equity securities of 1.150% next $125 million
companies traded on smaller or emerging 1.100% thereafter
European markets and companies that are
viewed as likely to benefit from changes and
developments throughout Europe.
Scudder Spain and Portugal Fund, Long-term capital appreciation through Advisor:
Inc. investment primarily in equity securities of 1.000% of net assets
Spanish & Portuguese issuers. Administrator:
0.200% of net assets
Scudder World Income Opportunities High income and, consistent therewith, 1.200% of net assets
Fund, Inc. capital appreciation.
INSURANCE PRODUCTS
Balanced Portfolio Balance of growth and income consistent with 0.475% of net assets
long-term preservation of capital through a
diversified portfolio of equity and fixed
income securities.
Bond Portfolio High level of income consistent with a high 0.475% of net assets
quality portfolio of debt securities.
Capital Growth Portfolio Long-term capital growth from a portfolio 0.475% to $500 million
consisting primarily of equity securities. 0.450% thereafter
Global Discovery Portfolio Above-average capital appreciation over the 0.975% of net assets
long-term by investing primarily in the
equity securities of small companies located
throughout the world.
</TABLE>
19
<PAGE> 70
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
Growth and Income Portfolio Long-term growth of capital, current income 0.475% of net assets
and growth of income.
International Portfolio Long-term growth of capital primarily through 0.875% to $500 million
diversified holdings of marketable foreign 0.775% thereafter
equity investments.
Money Market Portfolio Stability of capital and, consistent 0.370% of net assets
therewith, liquidity of capital and current
income.
AARP FUNDS
AARP High Quality Money Fund Current income and liquidity, consistent with 0.350% to $2 billion
maintaining stability and safety of 0.330% next $2 billion
principal, through investment in high quality 0.300% next $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
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP Balanced Stock and Bond Fund Long-term growth of capital and income, 0.350% to $2 billion
consistent with a stable share price, through 0.330% next $2 billion
investment in a combination of stocks, bonds 0.300% next $2 billion
and cash reserves. 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>
20
<PAGE> 71
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
AARP Capital Growth Fund Long-term capital growth, consistent with a 0.350% to $2 billion
stable share price, through investment 0.330% next $2 billion
primarily in common stocks and securities 0.300% next $2 billion
convertible into 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
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP Global Growth Fund Long-term growth of capital, consistent with 0.350% to $2 billion
a stable share price, through investment 0.330% next $2 billion
primarily in a diversified portfolio of 0.300% next $2 billion
equity securities of 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
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP Growth and Income Fund Long-term growth of capital and income, 0.350% to $2 billion
consistent with a stable share price, through 0.330% next $2 billion
investment primarily in common stocks and 0.300% next $2 billion
securities convertible into common stocks. 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>
21
<PAGE> 72
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
AARP International Stock Fund Long-term growth of capital, consistent with 0.350% to $2 billion
a stable share price, through investment 0.330% next $2 billion
primarily in foreign equity 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
0.600% of net assets
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP Small Company Stock Fund Long-term growth of capital, consistent with 0.350% to $2 billion
a stable share price, through investment 0.330% next $2 billion
primarily in stocks of small U.S. companies. 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
0.550% of net assets
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP U.S. Stock Index Fund Long-term growth of capital, consistent with 0.350% to $2 billion
greater share price stability than a S&P 500 0.330% next $2 billion
index fund, by taking an indexing approach to 0.300% next $2 billion
investing in common stocks, emphasizing 0.280% next $2 billion
higher dividend stocks while maintaining 0.260% next $3 billion
investment characteristics otherwise similar 0.250% next $3 billion
to the S&P 500 index. 0.240% thereafter
INDIVIDUAL FUND FEE
0.000% of net assets
</TABLE>
22
<PAGE> 73
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
AARP Bond Fund for Income High level of current income, consistent with 0.350% to $2 billion
greater share price stability than a long 0.330% next $2 billion
term bond, through investment primarily in 0.300% next $2 billion
investment-grade debt securities. 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
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP GNMA and U.S. Treasury Fund High level of current income, consistent with 0.350% to $2 billion
greater share price stability than a 0.330% next $2 billion
long-term bond, through investment 0.300% next $2 billion
principally in U.S. Government-guaranteed 0.280% next $2 billion
GNMA securities and U.S. Treasury 0.260% next $3 billion
obligations. 0.250% next $3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.120% of net assets
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP High Quality Bond Fund High level of income, consistent with greater 0.350% to $2 billion
share price stability than a long-term bond, 0.330% next $2 billion
through investment primarily in a portfolio 0.300% next $2 billion
of high quality securities 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>
23
<PAGE> 74
<TABLE>
<CAPTION>
FUND OBJECTIVE FEE RATE PROGRAM ASSETS
- - - - - ------------------------------------ --------------------------------------------- -------------------------- --------------
<S> <C> <C> <C>
AARP Diversified Growth Portfolio Long-term growth of capital through There will be no fee as
investment primarily in AARP stock mutual the manager will receive a
funds. fee from the underlying
funds.
AARP Diversified Income Portfolio Current income with modest capital There will be no fee as
appreciation through investment primarily in the manager will receive a
AARP bond mutual funds. fee from the underlying
funds.
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP High Quality Tax Free Money Current income exempt from federal income 0.350% to $2 billion
Fund taxes and liquidity, consistent with 0.330% next $2 billion
maintaining stability and safety of 0.300% next $2 billion
principal, through investment in high-quality 0.280% next $2 billion
municipal securities. 0.260% next $3 billion
0.250% next $3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.100% of net assets
FEE RATE PROGRAM ASSETS
-------------------------- --------------
AARP Insured Tax Free General Bond High level of income free from federal income 0.350% to $2 billion
Fund taxes, consistent with greater share price 0.330% next $2 billion
stability than a long-term municipal bond, 0.300% next $2 billion
through investment primarily in municipal 0.280% next $2 billion
securities covered by insurance. 0.260% next $3 billion
0.250% next $3 billion
0.240% thereafter
INDIVIDUAL FUND FEE
0.190% of net assets
</TABLE>
24
<PAGE> 75
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, 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> 76
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>
5.1 diversification; 5.4 commodities; 5.7 investment in real estate;
5.2 borrowing; 5.5 concentration; 5.8 lending.
5.3 senior securities; 5.6 underwriting of securities;
</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> 77
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, 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> 78
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> <C>
5.1 diversification; 5.3 senior securities; 5.5 concentration; 5.7 investment in real estate;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities; 5.8 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> 79
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, 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> 80
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>
5.1 diversification; 5.4 commodities; 5.7 investment in real estate;
5.2 borrowing; 5.5 concentration; 5.8 lending.
5.3 senior securities; 5.6 underwriting of securities;
</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> 81
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, 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> 82
(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>
5.1 diversification; 5.4 commodities; 5.7 investment in real estate;
5.2 borrowing; 5.5 concentration; 5.8 lending.
5.3 senior securities; 5.6 underwriting of securities;
</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 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, 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> <C>
5.1 diversification; 5.3 senior securities; 5.5 concentration; 5.7 investment in real estate;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities; 5.8 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 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, 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> <C>
5.1 diversification; 5.3 senior securities; 5.5 concentration; 5.7 investment in real estate;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities; 5.8 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> 88
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> 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> <C>
5.1 diversification; 5.3 senior securities; 5.5 concentration; 5.7 investment in real estate;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities; 5.8 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 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> 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> <C>
5.1 diversification; 5.3 senior securities; 5.5 concentration; 5.7 investment in real estate;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities; 5.8 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 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> 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>
5.1 diversification; 5.3 senior securities; 5.5 concentration;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities;
5.7 investment in real estate;
5.8 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 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> 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>
5.1 diversification; 5.3 senior securities; 5.5 concentration;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities;
5.7 investment in real estate;
5.8 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
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> 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>
5.1 diversification; 5.3 senior securities; 5.5 concentration;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities;
5.7 investment in real estate;
5.8 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 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. 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>
5.1 diversification; 5.3 senior securities; 5.5 concentration;
5.2 borrowing; 5.4 commodities; 5.6 underwriting of securities;
5.7 investment in real estate;
5.8 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
-------------------------
<PAGE> 100
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
