<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the
Securities Exchange Act of 1934 (Amendment No.__ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SCUDDER PATHWAY SERIES
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[SCUDDER INVESTMENTS-SM-LOGO]
IMPORTANT NEWS FOR
SCUDDER PATHWAY SERIES PORTFOLIO SHAREHOLDERS
While we encourage you to read the full text of the enclosed Proxy
Statement, here's a brief overview of some matters affecting your Fund that will
be the subject of a shareholder vote.
QUESTIONS AND ANSWERS
Q: WHAT AM I BEING ASKED TO VOTE ON?
A: You are being asked to vote on two proposals: The election of a new Board of
Trustees and the ratification of the selection of PricewaterhouseCoopers LLP
as the independent accountants of your Fund for the current fiscal year. THE
BOARD OF YOUR FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH
PROPOSAL.
Q: WHY AM I BEING ASKED TO VOTE ON A NEW BOARD OF TRUSTEES?
A: As part of a larger effort to restructure the Scudder Family of Funds, the
Board of your Fund has voted in favor of creating a single board of
trustees/directors responsible for most Scudder Funds. It is the Board's
belief that this has the potential for increasing efficiency and benefiting
fund shareholders. The Board also believes that a single board, responsible
for overseeing most of the no-load funds advised by Scudder Kemper
Investments, Inc., can more effectively represent shareholder interests. THE
BOARD OF YOUR FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH
NOMINEE.
Q: WHEN WILL THE NEW BOARD TAKE OFFICE?
A: The new board is expected to take office immediately following the
shareholder vote.
<PAGE>
Q: ARE THERE OTHER PROPOSALS I WILL BE VOTING ON?
A: You are also being asked to ratify the selection of PricewaterhouseCoopers
LLP as the independent accountants of your Fund for the current fiscal year.
THE BOARD OF YOUR FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THIS
PROPOSAL.
Q: WHOM SHOULD I CALL FOR MORE INFORMATION ABOUT THIS PROXY STATEMENT?
A: Please call Shareholder Communications Corporation, your Fund's information
agent, at 1-800-603-1915.
<PAGE>
April 18, 2000
Dear Shareholder,
To continue to provide you with the highest level of investment management
and service, we're making some important changes to the Scudder Funds. Scudder
Kemper Investments, with the strong support of your Fund's Board, is proposing a
series of measures to streamline the Scudder Family of Funds. The goals are to
reduce costs and make Scudder's lineup of fund offerings easier for investors to
utilize and understand. We believe these proposals will benefit Scudder Fund
shareholders over time. We need your participation in order to make the
necessary changes.
Along with this letter, you'll find a packet of materials that we ask you to
read and, where applicable, fill out and return to us. The Q&A that begins on
the front cover of the proxy statement explains the proposals we're making, why
we're making them, and how they apply to your Scudder fund. The packet also
contains a proxy card.
After careful review, the members of your Fund's Board have unanimously
approved each of the proposals explained in the Q&A and described in the proxy
statement. THE BOARD RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY
AND THEN VOTE FOR ALL THE PROPOSALS. (Because many of the funds for which
Scudder Kemper acts as investment manager are holding shareholder meetings, you
may receive more than one proxy card. If so, please vote each one.)
Your vote is important to us. Once you've voted, please sign and date the
proxy card and return it in the enclosed postpaid envelope; or help us save time
and postage cost by voting on the Internet or by telephone -- the enclosed flyer
describes how. If we do not hear from you by May 17, our proxy solicitor may
contact you.
Thank you for your response and for your continued investment in the Scudder
Funds.
Respectfully,
<TABLE>
<S> <C>
/s/ Edmond D. Villani /s/ Kathryn L. Quirk
Edmond D. Villani Kathryn L. Quirk
Chief Executive Officer President
Scudder Kemper Investments, Inc. Scudder Pathway Series
</TABLE>
<PAGE>
SCUDDER PATHWAY SERIES
--------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Please take notice that a Special Meeting of Shareholders (the "Meeting") of
each of Scudder Pathway Series: Balanced Portfolio, Scudder Pathway Series:
Conservative Portfolio and Scudder Pathway Series: Growth Portfolio (each a
"Fund" and, collectively, the "Funds"), each a series of Scudder Pathway Series
(the "Trust"), will be held at the offices of Scudder Kemper Investments, Inc.,
13th Floor, Two International Place, Boston, MA 02110-4103, on July 13, 2000, at
3:00 p.m., Eastern time, for the following purposes:
<TABLE>
<S> <C>
PROPOSAL 1: To elect Trustees of the Trust; and
PROPOSAL 2: To ratify the selection of PricewaterhouseCoopers LLP
as the independent accountants for each Fund for the
Fund's current fiscal year.
</TABLE>
The appointed proxies will vote in their discretion on any other business
that may properly come before the Meeting or any adjournments thereof.
Holders of record of shares of each Fund at the close of business on
April 17, 2000 are entitled to vote at the Meeting and at any adjournments
thereof.
In the event that the necessary quorum to transact business or the vote
required to approve any Proposal is not obtained at the Meeting with respect to
one or more Funds, the persons named as proxies may propose one or more
adjournments of the Meeting in accordance with applicable law to permit further
solicitation of proxies. Any such adjournment as to a matter will require the
affirmative vote of the holders of a majority of the concerned Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies will
vote FOR any such adjournment those proxies which they are entitled to vote in
favor of that Proposal and will vote AGAINST any such adjournment those proxies
to be voted against that Proposal.
By Order of the Board,
/s/ John Millette
John Millette
Secretary
April 18, 2000
IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE (OR TO TAKE
ADVANTAGE OF THE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE
PROXY CARD(S)). YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) (OR YOUR VOTING
BY OTHER AVAILABLE MEANS) MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER
SOLICITATIONS. IF YOU WISH TO ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON
AT THAT TIME, YOU WILL STILL BE ABLE TO DO SO.
<PAGE>
PROXY STATEMENT
SCUDDER PATHWAY SERIES
TWO INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
--------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board," the Trustees of which are
referred to as the "Trustees") of Scudder Pathway Series (the "Trust") for use
at the Special Meeting of Shareholders of the following series of the Trust:
Scudder Pathway Series: Balanced Portfolio, Scudder Pathway Series: Conservative
Portfolio and Scudder Pathway Series: Growth Portfolio (each such series is
referred to herein as a "Fund" and, collectively, the "Funds"), to be held at
the offices of Scudder Kemper Investments, Inc., the investment manager to each
Fund ("Scudder Kemper" or the "Investment Manager"), 13th Floor, Two
International Place, Boston, Massachusetts 02110-4103, on July 13, 2000, at
3:00 p.m., Eastern time, and at any and all adjournments thereof (the
"Meeting"). This Proxy Statement, the Notice of Meeting and the proxy card(s)
are first being mailed to shareholders on or about April 18, 2000 or as soon as
practicable thereafter.
In the descriptions of the Proposals below, the word "fund" is sometimes
used to mean an investment company or series thereof in general, and not the
Funds whose proxy statement this is. In addition, for simplicity, actions are
described in this Proxy Statement as being taken by a Fund, although all actions
are actually taken by the Trust on behalf of the applicable Fund.
--------------------------
EACH FUND PROVIDES PERIODIC REPORTS TO ITS SHAREHOLDERS WHICH HIGHLIGHT
RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO
CHANGES. YOU MAY RECEIVE AN ADDITIONAL COPY OF THE MOST RECENT ANNUAL REPORT FOR
A FUND AND A COPY OF ANY MORE RECENT SEMI-ANNUAL REPORT, WITHOUT CHARGE, BY
CALLING (800) 728-3337 OR WRITING THE FUND, C/O SCUDDER KEMPER INVESTMENTS,
INC., AT THE ADDRESS FOR THE FUND SHOWN AT THE BEGINNING OF THIS PROXY
STATEMENT.
<PAGE>
BACKGROUND
Proposal 1 in this Proxy Statement is part of a program proposed by Scudder
Kemper to restructure and streamline the management and operations of the funds
it advises. Scudder Kemper believes, and has advised the Board, that the
consolidation of certain funds advised by it would benefit fund shareholders.
Scudder Kemper has, therefore, proposed the consolidation of a number of no-load
funds advised by it that Scudder Kemper believes have similar or compatible
investment objectives and policies. In many cases, the proposed consolidations
are designed to eliminate the substantial overlap in current offerings by the
Scudder Funds and the funds offered through the AARP Investment Program (the
"AARP Funds"), all of which are advised by Scudder Kemper. Consolidation plans
are also proposed for other funds that have not gathered enough assets to
operate efficiently and, in turn, have relatively high expense ratios. Scudder
Kemper believes that these consolidations may help to enhance investment
performance of funds and increase efficiency of operations. Many of the proposed
consolidations are also expected to result in lower operating expenses for
shareholders of acquired funds.
As part of this restructuring, the shareholders of AARP Diversified Income
with Growth Portfolio are being asked to vote on a proposal to combine their
Fund into Scudder Pathway Series: Conservative Portfolio, and the shareholders
of AARP Diversified Growth Portfolio are being asked to vote on a proposal to
combine their Fund into Scudder Pathway Series: Growth Portfolio.
There are currently five different Boards for the no-load funds advised by
Scudder Kemper. Scudder Kemper believes, and has proposed to the boards, that
creating a single board responsible for the AARP Funds and for the open-end,
directly-distributed, no-load Scudder Funds would increase efficiency and
benefit fund shareholders. This initiative is described in greater detail in
Proposal 1 below.
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, as part of the overall restructuring effort outlined above,
shareholders of the Trust will be asked to elect nine individuals to constitute
the Board of Trustees of the Trust. These individuals were nominated after a
careful and deliberate selection process by the present Board of Trustees of the
Trust. The nominees for election, who are listed below, include seven persons
who currently serve as Independent Trustees (as defined below) of the Trust or
as
2
<PAGE>
independent trustees/directors of other no-load funds advised by Scudder Kemper
and who have no affiliation with Scudder Kemper or the American Association of
Retired Persons ("AARP"). The nominees listed below are being nominated for
election as trustees/directors of the AARP Funds and the open-end,
directly-distributed, no-load Scudder Funds.
Currently, five different boards of trustees are responsible for overseeing
different groups of no-load funds advised by Scudder Kemper. As part of a
broader restructuring effort described above, Scudder Kemper has recommended,
and the Board of Trustees has agreed, that shareholder interests can more
effectively be represented by a single board with responsibility for overseeing
substantially all of the Scudder no-load funds. Creation of a single,
consolidated board should also provide certain administrative efficiencies and
potential future cost savings for both the Funds and Scudder Kemper.
Election of each of the listed nominees for Trustee on the Board requires
the affirmative vote of a plurality of the votes cast at the Meeting, in person
or by proxy. The persons named as proxies on the enclosed proxy card(s) will
vote for the election of the nominees named below unless authority to vote for
any or all of the nominees is withheld in the proxy. Each Trustee so elected
will serve as a Trustee of the Trust until the next meeting of shareholders, if
any, called for the purpose of electing Trustees and until the election and
qualification of a successor or until such Trustee sooner dies, resigns or is
removed as provided in the governing documents of the Trust. Each of the
nominees has indicated that he or she is willing to serve as a Trustee. If any
or all of the nominees should become unavailable for election due to events not
now known or anticipated, the persons named as proxies will vote for such other
nominee or nominees as the current Trustees may recommend. The following
paragraphs and table set forth information concerning the nominees and the
Trustees not standing for re-election. Each nominee's or Trustee's age is in
parentheses after his or her name. Unless otherwise noted, (i) each of the
nominees and Trustees has engaged in the principal occupation(s) noted in the
following paragraphs and table for at least the most recent five years, although
not necessarily in the same capacity, and (ii) the address of each nominee is
c/o Scudder Kemper Investments, Inc., Two International Place, Boston, MA
02110-4103.
NOMINEES FOR ELECTION AS TRUSTEES:
HENRY P. BECTON, JR. (56)
Henry P. Becton, Jr. is president of the WGBH Educational Foundation,
producer and distributor of public broadcasting programming and educational and
interactive software. He graduated from Yale University in 1965, where he
3
<PAGE>
was elected to Phi Beta Kappa. He received his J.D. degree CUM LAUDE from
Harvard Law School in 1968. Mr. Becton is a member of the PBS Board of
Directors, a Trustee of American Public Television, the New England Aquarium,
the Boston Museum of Science, Concord Academy, and the Massachusetts Corporation
for Educational Telecommunications, an Overseer of the Boston Museum of Fine
Arts, and a member of the Board of Governors of the Banff International
Television Festival Foundation. He is also a Director of Becton Dickinson and
Company and A.H. Belo Company, a Trustee of the Committee for Economic
Development, and a member of the Board of Visitors of the Dimock Community
Health Center, the Dean's Council of Harvard University's Graduate School of
Education, and the Massachusetts Bar. Mr. Becton has served as a trustee or
director of various mutual funds advised by Scudder Kemper since 1990.
LINDA C. COUGHLIN (48)*
Linda C. Coughlin, a Managing Director of Scudder Kemper, is head of Scudder
Kemper's U.S. Retail Mutual Funds Business. Ms. Coughlin joined Scudder Kemper
in 1986 and was a member of the firm's Board of Directors. She currently
oversees the marketing, service and operations of Scudder Kemper retail
businesses in the United States, which include the Scudder, Kemper, AARP, and
closed-end fund families, and the direct and intermediary channels. She also
serves as Chairperson of the AARP Investment Program from Scudder and as a
Trustee of the Program's mutual funds. Ms. Coughlin is also a member of the
Mutual Funds Management Group. Previously, she served as a regional Marketing
Director in the retail banking division of Citibank and at the American Express
Company as Director of Consumer Marketing for the mutual fund group.
Ms. Coughlin received a B.A. degree in economics (summa cum laude) from Fordham
University. Ms. Coughlin has served on the boards of various funds advised by
Scudder Kemper, including the AARP Investment Program Funds, since 1996.
DAWN-MARIE DRISCOLL (53)
Dawn-Marie Driscoll is an Executive Fellow and Advisory Board member of the
Center for Business Ethics at Bentley College, one of the nation's leading
institutes devoted to the study and practice of business ethics. Ms. Driscoll is
also president of Driscoll Associates, a consulting firm. She is a member of the
Board of Governors of the Investment Company Institute and serves as Chairman of
the Directors Services Committee. Ms. Driscoll was recently named 1999 "Fund
Trustee of the Year" by Fund Directions, a publication of Institutional
Investor, Inc. She has been a director, trustee and overseer of many civic and
business institutions, including The Massachusetts Bay United Way and
4
<PAGE>
Regis College. Ms. Driscoll was formerly a law partner at Palmer & Dodge in
Boston and served for over a decade as Vice President of Corporate Affairs and
General Counsel of Filene's, the Boston-based department store chain.
Ms. Driscoll received a B.A. from Regis College, a J.D. from Suffolk University
Law School, a D.H.L. (honorary) from Suffolk University and a D.C.S. (honorary)
from Bentley College Graduate School of Business. Ms. Driscoll has served as a
trustee or director of various mutual funds advised by Scudder Kemper since
1987.
EDGAR R. FIEDLER (70)
Edgar R. Fiedler is Senior Fellow and Economic Counsellor at The Conference
Board. He served as the Board's Vice President, Economic Research from 1975 to
1986 and as Vice President and Economic Counsellor from 1986 to 1996.
Mr. Fiedler's business experience includes positions at Eastman Kodak in
Rochester (1956-59), Doubleday and Company in New York City (1959-60), and
Bankers Trust Company in New York City (1960-69). He also served as Assistant
Secretary of the Treasury for Economic Policy from 1971 to 1975. Mr. Fiedler
graduated from the University of Wisconsin in 1951. He received his M.B.A. from
the University of Michigan and his doctorate from New York University. During
the 1980's, Mr. Fiedler was an Adjunct Professor of Economics at the Columbia
University Graduate School of Business. From 1990 to 1991, he was the Stephen
Edward Scarff Distinguished Professor at Lawrence University in Wisconsin.
Mr. Fiedler is a Director of The Stanley Works, Harris Insight Funds, Brazil
Fund, and PEG Capital Management, Inc. He is currently a Trustee of the Trust
and has served as a board member of various mutual funds advised by Scudder
Kemper, including the AARP Investment Program Funds, since 1984.
KEITH R. FOX (46)
Keith R. Fox is the managing partner of the Exeter Group of Funds, a series
of private equity funds with offices in New York and Boston, which he founded in
1986. The Exeter Group invests in a wide range of private equity situations,
including venture capital, expansion financings, recapitalizations and
management buyouts. Prior to forming Exeter, Mr. Fox was a director and vice
president of BT Capital Corporation, a subsidiary of Bankers Trust New York
Corporation organized as a small business investment company and based in New
York City. Mr. Fox graduated from Oxford University in 1976, and in 1981
received an M.B.A. degree from the Harvard Business School. Mr. Fox is also a
qualified accountant. He is a board member and former Chairman of the National
Association of Small Business Investment Companies, and a director of Golden
State Vintners, K-Communications, Progressive Holding Corporation
5
<PAGE>
and Facts On File, as well as a former director of over twenty companies.
Mr. Fox has served as a trustee or director of various mutual funds advised by
Scudder Kemper since 1996.
JOAN EDELMAN SPERO (55)
Joan E. Spero is the president of the Doris Duke Charitable Foundation, a
position to which she was named in January 1997. From 1993 to 1997, Ms. Spero
served as Undersecretary of State for Economic, Business and Agricultural
Affairs under President Clinton. From 1981 to 1993, she was an executive at the
American Express Company, where her last position was executive vice president
for Corporate Affairs and Communications. Ms. Spero served as U.N. Ambassador to
the United Nations Economic and Social Council under President Carter from 1980
to 1981. She was an assistant professor at Columbia University from 1973 to
1979. She graduated Phi Beta Kappa from the University of Wisconsin and holds a
master's degree in international affairs and a doctorate in political science
from Columbia University. Ms. Spero is a member of the Council on Foreign
Relations and the Council of American Ambassadors. She also serves as a trustee
of the Wisconsin Alumni Research Foundation, The Brookings Institution and
Columbia University and is a Director of First Data Corporation. Ms. Spero has
served as a trustee or director of various mutual funds advised by Scudder
Kemper since 1998.
JEAN GLEASON STROMBERG (56)
Ms. Stromberg acts as a consultant on regulatory matters. From 1996 to 1997,
Ms. Stromberg represented the U.S. General Accounting Office before Congress and
elsewhere on issues involving banking, securities, securities markets, and
government-sponsored enterprises. Prior to that, Ms. Stromberg was a corporate
and securities law partner at the Washington, D.C. law office of Fulbright and
Jaworski, a national law firm. She served as Associate Director of the
Securities and Exchange Commission's Division of Investment Management from 1977
to 1979 and prior to that was Special Counsel for the Division of Corporation
Finance from 1972 to 1977. Ms. Stromberg graduated Phi Beta Kappa from Wellesley
College and received her law degree from Harvard Law School. From 1988 to 1991
and 1993 to 1996, she was a Trustee of the American Bar Retirement Association,
the funding vehicle for American Bar Association-sponsored retirement plans.
Ms. Stromberg serves on the Wellesley College Business Leadership Council and
the Council for Mutual Fund Director Education at Northwestern University Law
School and was a panelist at the Securities and Exchange Commission's Investment
Company Director's Roundtable.
6
<PAGE>
Ms. Stromberg has served as a board member of the AARP Investment Program Funds
since 1997.
JEAN C. TEMPEL (56)
Jean C. Tempel is a venture partner for Internet Capital Group, a strategic
network of Internet partnership companies whose principal offices are in Wayne,
Pennsylvania. Ms. Tempel concentrates on investment opportunities in the Boston
area. She spent 25 years in technology/operations executive management at
various New England banks, building custody operations and real time
financial/securities processing systems, most recently as Chief Operations
Officer at The Boston Company. From 1991 until 1993 she was president/COO of
Safeguard Scientifics, a Pennsylvania technology venture company. In that role
she was a founding investor, director and vice chairman of Cambridge Technology
Partners. She is a director of XLVision, Inc., Marathon Technologies, Inc.,
Aberdeen Group and Sonesta Hotels International, and is a Trustee of
Northeastern University, Connecticut College, and The Commonwealth Institute.
She received a B.A. from Connecticut College, an M.S. from Rensselaer
Polytechnic Institute of New York, and attended Harvard Business School's
Advanced Management Program. Ms. Tempel has served as a trustee or director of
various mutual funds advised by Scudder Kemper since 1994.
STEVEN ZALEZNICK (45)*
Steven Zaleznick is President and CEO of AARP Services, Inc., a wholly-
owned and independently-operated subsidiary of AARP which manages a range of
products and services offered to AARP members, provides marketing services to
AARP and its member service providers and establishes an electronic commerce
presence for AARP members. Mr. Zaleznick previously served as AARP's general
counsel for nine years. He was responsible for the legal affairs of AARP, which
included tax and legal matters affecting non-profit organizations, contract
negotiations, publication review and public policy litigation. In 1979, he
joined AARP as a legislation representative responsible for issues involving
taxes, pensions, age discrimination, and other national issues affecting older
Americans. Mr. Zaleznick is President of the Board of Cradle of Hope Adoption
Center in Washington, D.C. He is a former treasurer and currently a board member
of the National Senior Citizens Law Center. Mr. Zaleznick received his B.A. in
economics from Brown University. He received his J.D. degree from Georgetown
University Law Center and is a member of the District of Columbia Bar
Association.
7
<PAGE>
TRUSTEES NOT STANDING FOR RE-ELECTION:
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE TRUST;
PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME (AGE) AND DIRECTORSHIPS
- ---------- ----------------------------------
<S> <C>
Rosita P. Chang (45)............. Trustee; Professor of Finance,
University of Hawaii. Dr. Chang
serves on the boards of an
additional 3 trusts or
corporations whose funds are
advised by Scudder Kemper.
J.D. Hammond (66)................ Trustee; Dean Emeritus, Smeal
College of Business
Administration, Pennsylvania State
University. Dr. Hammond serves on
the boards of an additional 3
trusts or corporations whose funds
are advised by Scudder Kemper.
Richard M. Hunt (73)............. Trustee; University Marshall and
Senior Lecturer, Harvard
University. Mr. Hunt serves on the
boards of an additional 2 trusts
or corporations whose funds are
advised by Scudder Kemper.
Peter B. Freeman (67)............ Trustee; Corporate Director and
Trustee. Mr. Freeman serves on the
boards of an additional 13 trusts
or corporations whose funds are
advised by Scudder Kemper.
</TABLE>
- ------------------------
* Nominee or Trustee considered by the Trust and its counsel to be an
"interested person" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Trust, Scudder Kemper or AARP because of
his or her employment by Scudder Kemper or AARP, and, in some cases, holding
offices with the Trust.
RESPONSIBILITIES OF THE BOARD -- BOARD AND COMMITTEE MEETINGS
A fund's board is responsible for the general oversight of fund business.
The board that is proposed for shareholder voting at the Meeting is comprised of
two individuals who are considered "interested" Trustees, and seven individuals
who have no affiliation with Scudder Kemper or AARP and who are called
"independent" Trustees (the "Independent Trustees"). The Securities and Exchange
Commission (the "SEC") has recently proposed a rule that would
8
<PAGE>
require a majority of the board members of a fund to be "independent" if the
fund were to take advantage of certain exemptive rules under the 1940 Act. On
the proposed Board of Trustees, if approved by shareholders, nearly 78% will be
Independent Trustees. The Independent Trustees have been nominated solely by the
current Independent Trustees of the Trust, a practice also favored by the SEC.
The Independent Trustees have primary responsibility for assuring that the Trust
is managed in the best interests of its shareholders.
The Trustees meet several times during the year to review the investment
performance of each Fund and other operational matters, including policies and
procedures designed to assure compliance with regulatory and other requirements.
In 1999, the Trustees conducted over ten meetings to deal with fund issues
(including committee and subcommittee meetings and special meetings of the
Independent Trustees). Furthermore, the Independent Trustees review any fees
paid to the Investment Manager and its affiliates for investment advisory
services and other administrative and shareholder services. The Trustees have
adopted several policies and practices which help ensure their effectiveness and
independence in reviewing fees and representing shareholders. Many of these are
similar to those suggested in the Investment Company Institute's 1999 Report of
the Advisory Group on Best Practices for Fund Directors (the "Advisory Group
Report"). For example, the Independent Trustees select independent legal counsel
to work with them in reviewing fees, advisory and other contracts and overseeing
fund matters. The Trustees are also assisted in this regard by the funds'
independent public accountants and other independent experts retained from time
to time for this purpose. The Independent Trustees regularly meet privately with
their counsel and other advisors. In addition, the Independent Trustees from
time to time have appointed task forces and subcommittees from their members to
focus on particular matters such as investment, accounting and shareholder
servicing issues.
The Board of the Trust has an Audit Committee and a Committee on Independent
Trustees, the responsibilities of which are described below. In addition, the
Board has an Executive Committee and a Valuation Committee.
AUDIT COMMITTEE
The Audit Committee reviews with management and the Funds' independent
public accountants, among other things, the scope of the audit and the internal
controls of each Fund and its agents, reviews and approves in advance the type
of services to be rendered by independent accountants, recommends the selection
of independent accountants for the Funds to the Board, reviews the independence
of such firm and, in general, considers and reports to the
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<PAGE>
Board on matters regarding each Fund's accounting and financial reporting
practices.
As suggested by the Advisory Group Report, the Trust's Audit Committee is
comprised of only Independent Trustees (all of whom serve on the committee),
meets privately with the independent accountants of each series of the Trust,
will receive annual representations from the accountants as to their
independence, and has a written charter that delineates the committee's duties
and powers.
COMMITTEE ON INDEPENDENT TRUSTEES
The Board of Trustees of the Trust has a Committee on Independent Trustees,
comprised of all of the Independent Trustees, charged with the duty of making
all nominations of Independent Trustees, establishing Trustees' compensation
policies, retirement policies and fund ownership policies, reviewing Trustees'
affiliations and relationships annually, and periodically assessing and
reviewing evaluations of the Board of Trustees' effectiveness.
ATTENDANCE
As noted above, the Trustees conducted over ten meetings in calendar year
1999 to deal with fund matters, including various committee and subcommittee
meetings and special meetings of the Independent Trustees. The full Board of
Trustees of the Trust met six times and the Audit Committee met one time during
calendar year 1999. The Independent Trustees held four special meetings during
that period. Each then current Trustee attended 100% of the total meetings of
the full Board, Audit Committee and Committee on Independent Trustees on which
he or she served as a regular member that were held during calendar year 1999.
10
<PAGE>
OFFICERS
The following persons are officers of the Trust:
<TABLE>
<CAPTION>
YEAR FIRST
PRESENT OFFICE WITH THE TRUST; BECAME
PRINCIPAL OCCUPATION OR AN
NAME (AGE) EMPLOYMENT(1) OFFICER(2)
- ---------- ---------------------------------- ----------
<S> <C> <C>
Kathryn L. Quirk (47)..... President and Assistant Secretary; 1997
Managing Director of Scudder
Kemper
Benjamin W. Thorndike Vice President; Managing Director 1996
(43)...................... of Scudder Kemper
Ann M. McCreary (43)...... Vice President; Managing Director 1998
of Scudder Kemper
John Millette (37)........ Vice President and Secretary; Vice 1999
President of Scudder Kemper
John R. Hebble (41)....... Treasurer; Senior Vice President 1998
of Scudder Kemper
Caroline Pearson (38)..... Assistant Secretary; Senior Vice 1997
President of Scudder Kemper;
Associate, Dechert Price & Rhoads
(law firm) 1989 to 1997
</TABLE>
- ------------------------
(1) Unless otherwise stated, all of the officers have been associated with
their respective companies for more than five years, although not
necessarily in the same capacity.
(2) The President, Treasurer and Secretary each holds office until his or her
successor has been duly elected and qualified, and all other officers hold
offices in accordance with the By-laws of the Trust.
COMPENSATION OF TRUSTEES AND OFFICERS
The Trust does not directly pay any Trustee an annual Trustee's fee or fees
for Board and committee meetings attended. The Independent Trustees receive
payment for service on the Trust's Board from certain of the underlying funds in
which a Fund invests (each an "Underlying Fund," together, the "Underlying
Funds") pursuant to a special servicing agreement which provides that, subject
to certain limitations, the Underlying Funds assume all expenses of the Trust.
Each Independent Trustee receives an annual Trustee's fee of $2,000 per Fund,
and a fee of $200 per Fund for attending each Board meeting, Audit Committee
meeting or other meeting held for the purpose of considering arrangements
between the Trust and Scudder Kemper, or any of its affiliates. Each Independent
Trustee also receives $100 per Fund for all other committee meetings
11
<PAGE>
attended. The newly-constituted Board may determine to change its compensation
structure.
The Independent Trustees of the Trust are not entitled to benefits under any
pension or retirement plan. A one-time benefit will be provided to those
Independent Trustees who have volunteered to leave the Board in order to
facilitate the nomination of a consolidated board. Inasmuch as Scudder Kemper
will also benefit from the administrative efficiencies of a consolidated board,
Scudder Kemper has agreed to pay one-half of the cost of this benefit. The
remaining portion, equal to $5,017 per Trustee, will be allocated to each Fund
and paid by the Underlying Funds pursuant to a special servicing agreement.
Scudder Kemper supervises the Trust's investments and pays the compensation
and certain expenses of its personnel who serve as officers of the Trust. Each
Underlying Fund pays Scudder Kemper a fee for its services to the Underlying
Fund. Several of the Trust's officers are also officers, directors, employees or
stockholders of Scudder Kemper and participate in the fees paid to that firm by
Underlying Funds, although the Trust does not make any direct payments to them.
The following Compensation Table provides in tabular form the following
data:
COLUMN (1) All Trustees who receive compensation for service on the Board of
Trustees of the Trust.
COLUMN (2) Aggregate compensation received by each Trustee of the Trust
during calendar year 1999.
COLUMN (3) Total compensation received by each Trustee from funds managed by
Scudder Kemper (collectively, the "Fund Complex") during calendar year 1999.
COMPENSATION TABLE
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM FUND COMPLEX
TRUSTEE (NUMBER OF SERIES) PAID TO TRUSTEE
- ------- ------------------ -------------------
<S> <C> <C>
Rosita P. Chang......................... $8,600 (3 series) $ 59,907 (21 funds)
J.D. Hammond............................ $8,600 (3 series) $ 59,907 (21 funds)
Richard M. Hunt......................... $8,200 (3 series) $ 39,563 (14 funds)
Edgar R. Fiedler........................ $8,200 (3 series) $ 73,230 (29 funds)*
Peter B. Freeman........................ $8,600 (3 series) $179,783 (46 funds)
</TABLE>
- ------------------------
* Mr. Fiedler's total compensation includes $9,900 accrued, but not received,
through a deferred compensation program for serving on the Board of
Directors of Scudder Fund, Inc.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE
FOR EACH NOMINEE.
12
<PAGE>
PROPOSAL 2: RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT
ACCOUNTANTS
The Board of the Trust, including a majority of the Independent Trustees,
has selected PricewaterhouseCoopers LLP to act as independent accountants of
each Fund for the Fund's current fiscal year. One or more representatives of
PricewaterhouseCoopers LLP are expected to be present at the Meeting and will
have an opportunity to make a statement if they so desire. Such representatives
are expected to be available to respond to appropriate questions posed by
shareholders or management.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE IN
FAVOR OF THIS PROPOSAL 2.
ADDITIONAL INFORMATION
GENERAL
The cost for each Fund of preparing, printing and mailing the enclosed proxy
card(s) and proxy statement and all other costs incurred in connection with the
solicitation of proxies, including any additional solicitation made by letter,
telephone or telegraph will be paid by Scudder Kemper. In addition to
solicitation by mail, certain officers and representatives of the Trust,
officers and employees of Scudder Kemper and certain financial services firms
and their representatives, who will receive no extra compensation for their
services, may solicit proxies by telephone, telegram or personally.
Any shareholder giving a proxy has the power to revoke it by mail (addressed
to the Secretary at the principal executive office of the Funds, c/o Scudder
Kemper Investments, Inc., at the address for each Fund shown at the beginning of
this Proxy Statement) or in person at the Meeting, by executing a superseding
proxy or by submitting a notice of revocation to the Fund. All properly executed
proxies received in time for the Meeting will be voted as specified in the proxy
or, if no specification is made, in favor of each Proposal.
The presence at any shareholders' meeting, in person or by proxy, of the
holders of one-third of the shares entitled to be cast of the Trust (for a
Trust-wide vote) or a Fund (for a Fund-by-Fund vote) shall be necessary and
sufficient to constitute a quorum for the transaction of business. In the event
that the necessary quorum to transact business or the vote required to approve
any Proposal is not obtained at the Meeting with respect to one or more Funds,
the persons named as proxies may propose one or more adjournments of the Meeting
in accordance with applicable law to permit further solicitation of proxies with
respect to the Proposal that did not receive the vote necessary for its passage
or to obtain a quorum. Any such adjournment as to a matter
13
<PAGE>
requiring a Trust-wide or a Fund-by-Fund vote will require, respectively, the
affirmative vote of the holders of a majority of the Trust's or Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies will
vote in favor of any such adjournment those proxies which they are entitled to
vote in favor of that Proposal and will vote against any such adjournment those
proxies to be voted against that Proposal. For purposes of determining the
presence of a quorum for transacting business at the Meeting, abstentions and
broker "non-votes" will be treated as shares that are present but which have not
been voted. Broker non-votes are proxies received by a Fund from brokers or
nominees when the broker or nominee has neither received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter. Accordingly, shareholders are urged to forward
their voting instructions promptly.
Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares of the Trust voting at the Meeting. Approval of Proposal 2 requires the
affirmative vote of a majority of the shares of each Fund voting at the Meeting.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on the vote for Proposal 1 and will have the effect of a
"no" vote on Proposal 2. Shareholders of the Trust will vote together on
Proposal 1 and shareholders of each Fund will vote separately with respect to
Proposal 2.
Holders of record of the shares of each Fund at the close of business on
April 17, 2000 (the "Record Date"), as to any matter on which they are entitled
to vote, will be entitled to one vote per share on all business of the Meeting.
As of March 20, 2000, there were 20,313,043 shares of Scudder Pathway Series:
Balanced Portfolio outstanding, 2,348,540 shares of Scudder Pathway Series:
Conservative Portfolio outstanding and 7,315,853 shares of Scudder Pathway
Series: Growth Portfolio outstanding.
To the best of the Trust's knowledge, as of January 31, 2000, no person
owned beneficially more than 5% of any Fund's outstanding shares, except that as
of January 31, 2000, 435,501 shares in the aggregate, or 6.17% of the
outstanding shares of Scudder Pathway Series: Growth Portfolio were held in the
name of Scudder Kemper Investments, Trustee for Ziff-Davis Retirement and
Savings Plan, 1 Park Avenue, New York, NY 10016, who may be deemed to be the
beneficial owner of certain of these shares.
Appendix 1 hereto sets forth the number of shares of each series of the
Trust owned directly or beneficially by the Trustees of the Trust, by the
President of the Trust and by the nominees for election.
Shareholder Communications Corporation ("SCC") has been engaged to assist in
the solicitation of proxies, at an estimated cost of $74,429. As the
14
<PAGE>
Meeting date approaches, certain shareholders of a Fund may receive a telephone
call from a representative of SCC if their votes have not yet been received.
Authorization to permit SCC to execute proxies may be obtained by telephonic or
electronically transmitted instructions from shareholders of a Fund. Proxies
that are obtained telephonically will be recorded in accordance with the
procedures set forth below. The Trustees believe that these procedures are
reasonably designed to ensure that both the identity of the shareholder casting
the vote and the voting instructions of the shareholder are accurately
determined.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask for each shareholder's full name, address, social security or
employer identification number, title (if the shareholder is authorized to act
on behalf of an entity, such as a corporation), and the number of shares owned,
and to confirm that the shareholder has received the proxy materials in the
mail. If the information solicited agrees with the information provided to SCC,
then the SCC representative has the responsibility to explain the process, read
the Proposals on the proxy card(s), and ask for the shareholder's instructions
on the Proposals. Although the SCC representative is permitted to answer
questions about the process, he or she is not permitted to recommend to the
shareholder how to vote, other than to read any recommendation set forth in the
proxy statement. SCC will record the shareholder's instructions on the card.
Within 72 hours, the shareholder will be sent a letter or mailgram to confirm
his or her vote and asking the shareholder to call SCC immediately if his or her
instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone or electronically, the shareholder may still submit
the proxy card(s) originally sent with the proxy statement or attend in person.
Should shareholders require additional information regarding the proxy or
replacement proxy card(s), they may contact SCC toll-free at 800-603-1915. Any
proxy given by a shareholder is revocable until voted at the Meeting.
Shareholders may also provide their voting instructions through telephone
touch-tone voting or Internet voting. These options require shareholders to
input a control number which is located on each voting instruction card. After
inputting this number, shareholders will be prompted to provide their voting
instructions on the Proposals. Shareholders will have an opportunity to review
their voting instructions and make any necessary changes before submitting their
voting instructions and terminating their telephone call or Internet link.
Shareholders who vote on the Internet, in addition to confirming their voting
instructions prior to submission, will also receive an e-mail confirming their
instructions.
15
<PAGE>
PRINCIPAL UNDERWRITER
Scudder Investor Services, Inc. ("SIS"), Two International Place, Boston,
Massachusetts 02110, is the principal underwriter for each Fund.
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to the Meeting, if any, should send their
written proposals to the Secretary of the Trust, c/o Scudder Kemper Investments,
Inc., at the address for the Trust shown at the beginning of this Proxy
Statement, within a reasonable time before the solicitation of proxies for such
meeting. The timely submission of a proposal does not guarantee its inclusion.
OTHER MATTERS TO COME BEFORE THE MEETING
No Trustee is aware of any matters that will be presented for action at the
Meeting other than the matters set forth herein. Should any other matters
requiring a vote of shareholders arise, the proxy in the accompanying form will
confer upon the person or persons entitled to vote the shares represented by
such proxy the discretionary authority to vote the shares as to any such other
matters in accordance with their best judgment in the interest of the Trust and/
or each Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) (OR TAKE
ADVANTAGE OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES) PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By Order of the Board,
/s/ John Millette
John Millette
Secretary
16
<PAGE>
APPENDIX 1
FUND SHARES OWNED BY NOMINEES AND TRUSTEES
Many of the nominees and Trustees own shares of the series of the Trust and
of other funds in the Scudder Family of Funds and AARP Funds, allocating their
investments among such funds based on their individual investment needs. The
following table sets forth, for the Trust's President and each nominee and
Trustee, the number of shares owned in each series of the Trust as of January
31, 2000. The information as to beneficial ownership is based on statements
furnished to the Trust by its President and each nominee and Trustee. Unless
otherwise noted, beneficial ownership is based on sole voting and investment
power. Each nominee's and Trustee's individual shareholdings of any series of
the Trust constitute less than 1% of the outstanding shares of such fund. As a
group, the Trustees and officers own less than 1% of the shares of any series of
the Trust.
<TABLE>
<CAPTION>
SCUDDER SCUDDER SCUDDER
PATHWAY SERIES: PATHWAY SERIES: PATHWAY SERIES:
NAME CONSERVATIVE PORTFOLIO BALANCED PORTFOLIO GROWTH PORTFOLIO
- ---- ---------------------- ------------------ ----------------
<S> <C> <C> <C>
Henry P. Becton,
Jr. (1)............ 166(5) 363(7) 291(9)
Rosita P. Chang
(3)................ 0 0 0
Linda C. Coughlin
(1)................ 0 0 0
Dawn-Marie
Driscoll (1)....... 82 72 58
Edgar R. Fiedler
(1)................ 501 0 0
Keith R. Fox (1)..... 0 0 0
Peter B. Freeman
(1)................ 0 1,975 0
J. D. Hammond (1).... 0 0 0
Richard M. Hunt
(4)................ 0 0 0
Kathryn L. Quirk
(2)................ 0 0 0
Joan Edelman
Spero (2).......... 83 73 58
Jean Gleason
Stromberg (2)...... 0 0 0
Jean C. Tempel (1)... 0 0 0
Steven Zaleznick
(4)................ 0 0 0
All Trustees and
Officers as a
Group.............. 832(6) 2,483(8) 407(10)
</TABLE>
- ------------------------
(1) Total aggregate holdings in each series of the Trust listed and all other
funds in the Scudder Family of Funds and AARP Funds were over $100,000.
17
<PAGE>
(2) Total aggregate holdings in each series of the Trust listed and all other
funds in the Scudder Family of Funds and AARP Funds ranged between $50,000
and $100,000.
(3) Total aggregate holdings in each series of the Trust listed and all other
funds in the Scudder Family of Funds and AARP Funds ranged between $10,000
and $50,000.
(4) Total aggregate holdings in each series of the Trust listed and all other
funds in the Scudder Family of Funds and AARP Funds were $0.
(5) Mr. Becton's shares in Scudder Pathway Series: Conservative Portfolio are
held with sole investment but no voting power. Shares held with sole
investment but no voting power are shares held in profit sharing and 401(k)
plans for which Scudder Kemper serves as trustee.
(6) As a group, as of January 31, 2000, the Trustees and officers of Scudder
Pathway Series: Conservative Portfolio held 666 shares with sole voting and
investment power and 166 shares with sole investment but no voting power.
Shares held with sole investment but no voting power are shares held in
profit sharing and 401(k) plans for which Scudder Kemper serves as trustee.
(7) Mr. Becton's shares in Scudder Pathway Series: Balanced Portfolio are held
with sole investment but no voting power. Shares held with sole investment
but no voting power are shares held in profit sharing and 401(k) plans for
which Scudder Kemper serves as trustee.
(8) As a group, as of January 31, 2000, the Trustees and officers of Scudder
Pathway Series: Balanced Portfolio held 2,120 shares with sole voting and
investment power and 363 shares with sole investment but no voting power.
Shares held with sole investment but no voting power are shares held in
profit sharing and 401(k) plans for which Scudder Kemper serves as trustee.
(9) Mr. Becton's shares in Scudder Pathway Series: Growth Portfolio are held
with sole investment but no voting power. Shares held with sole investment
but no voting power are shares held in profit sharing and 401(k) plans for
which Scudder Kemper serves as trustee.
(10) As a group, as of January 31, 2000, the Trustees and officers of Scudder
Pathway Series: Growth Portfolio held 116 shares with sole voting and
investment power and 291 shares with sole investment but no voting power.
Shares held with sole investment but no voting power are shares held in
profit sharing and 401(k) plans for which Scudder Kemper serves as trustee.
18
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
For more information, please call Shareholder Communications
Corporation, your Fund's information agent at 1-800-603-1915.
SD Pathway
<PAGE>
FORM OF PROXY
<TABLE>
<S><C>
[LOGO] YOUR VOTE IS IMPORTANT!
[ADDRESS]
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-XXX-XXX-XXXX OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: XXX XXX XXX XXX XX *** PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
[FUND]
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 13, 2000
The undersigned hereby appoints John Millette, Kathryn L. Quirk and John R. Hebble, and each of them,
the proxies of the undersigned, with the power of substitution to each of them, to vote all shares of the
above-referenced fund (the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper Investments, Inc.,
Two International Place, Boston, MA 02110, on July 13, 2000 at 3:00 p.m., Eastern time, and at any
adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
Dated ____________________________, 2000
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE YOUR FULL TITLE
AS SUCH.
----------------------------------------------------
[NAME]
[ADDRESS]
----------------------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S)
<PAGE>
[LOGO] YOUR VOTE IS IMPORTANT!
[ADDRESS]
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-XXX-XXX-XXXX OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED
FOR APPROVAL OF THE PROPOSALS.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD OF
TRUSTEES/DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR ALL WITHHOLD
NOMINEES AUTHORITY TO
LISTED VOTE FOR ALL
(EXCEPT AS NOMINEES LISTED
NOTED IN
SPACE
PROVIDED)
PROPOSAL 1
To elect Trustees/Directors to hold office until their respective / / / /
successors have been duly elected and qualified or until their earlier
resignation or removal.
NOMINEES:
(01) Henry P. Becton, Jr. (02) Linda C. Coughlin (03) Dawn-Marie Driscoll (04)
Edgar R. Fiedler (05) Keith R. Fox (06) Joan Edelman Spero (07) Jean Gleason
Stromberg (08) Jean C. Tempel (09) Steven Zaleznick
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NAME(S) ON THE LINE IMMEDIATELY BELOW.
- -----------------------------------------------------------------------------
PROPOSAL 2 FOR AGAINST ABSTAIN
- ----------
To ratify the selection of PricewaterhouseCoopers LLP as the Fund's / / / / / /
independent accountants for the current fiscal year.
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING
AND ANY ADJOURNMENTS THEREOF.
PLEASE SIGN ON REVERSE SIDE
</TABLE>
