John W. Gerstmayr, Esq. Thomas R. Hiller, Esq. Ropes & Gray LLP One International Place Boston, Massachusetts 02110-2624 | William D. Regner, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 |
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• | Through the Internet, by going to the website listed on your proxy card; | |
• | By telephone, with a toll-free call to the number listed on your proxy card; | |
• | By mail, by sending the enclosed proxy card, signed and dated, to us in the enclosed envelope; or | |
• | In person, by attending the meeting. |
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Proposal 1: | Approval of a proposed merger of New Asia Fund into Scudder Emerging Markets Fund (“Emerging Markets Fund”), a series of Scudder International Fund, Inc. In this merger, your shares of New Asia Fund would, in effect, be exchanged, on a tax-free basis for federal income tax purposes, for shares of Emerging Markets Fund with an equal aggregate net asset value. |
Proposal 2: | Election of Ronaldo A. da Fiota Nogueria and Kesop Yun to the Board of Directors of New Asia Fund. |
• | Eliminate redundancies within the Scudder fund family by reorganizing and combining certain funds; and | |
• | Focus its investment resources on a core set of funds that best meets investor needs. |
• | New Asia Fund has been trading at a discount from net asset value as of the date of this Prospectus/ Proxy Statement. New Asia Fund shareholders would receive Emerging Market Fund shares with an equal aggregate net asset value as their New Asia Fund shares pursuant to the merger, and Emerging Markets Fund (as an open-end fund) permits shareholders to redeem their shares at net asset value (less any applicable redemption fee); | |
• | New Asia Fund shareholders will have the opportunity to invest in a larger fund with an expanded investment universe; | |
• | Shareholders will have the potential for economies of scale; | |
• | The combined fund will have a lower total fund operating expense ratio than New Asia Fund; and | |
• | The merger would be a tax-free reorganization for federal income tax purposes for the shareholders. |
• | A Notice of a Meeting of Shareholders, which summarizes the issues for which you are being asked to provide voting instructions; and |
• | A Prospectus/ Proxy Statement, which provides detailed information on Emerging Markets Fund, the nominees for election as Directors, the specific proposals being considered at the stockholders’ meeting and why the proposals are being made. |
Sincerely yours, | |
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Julian F. Sluyters | |
Chief Executive Officer | |
Scudder New Asia Fund |
Proposal 1: | Approving an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all of the assets of New Asia Fund to Scudder Emerging Markets Fund (“Emerging Markets Fund”), in exchange for shares of Emerging Markets Fund and the assumption by Emerging Markets Fund of all liabilities of New Asia Fund, and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of New Asia Fund in complete liquidation and dissolution of New Asia Fund. |
Proposal 2: | Election of Ronaldo A. da Fiota Nogueria and Kesop Yun to the Board of Directors of New Asia Fund. |
By order of the Directors | |
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John Millette | |
Secretary |
Registration | Valid Signature | |||
Corporate Accounts | ||||
(1) ABC Corp. | ABC Corp., | |||
John Doe, Treasurer | ||||
(2) ABC Corp. | John Doe, Treasurer | |||
(3) ABC Corp. c/o John Doe, Treasurer | John Doe | |||
(4) ABC Corp. Profit Sharing Plan | John Doe, Director | |||
Partnership Accounts | ||||
(1) The XYZ Partnership | Jane B. Smith, Partner | |||
(2) Smith and Jones, Limited Partnership | Jane B. Smith, General Partner | |||
Trust Accounts | ||||
(1) ABC Trust Account | Jane B. Doe, Director | |||
(2) Jane B. Doe, Trustee u/t/d 12/28/78 | Jane B. Doe | |||
Custodial or Estate Accounts | ||||
(1) John B. Smith, Cust. f/b/o John B. Smith Jr. | ||||
UGMA/ UTMA | John B. Smith | |||
(2) Estate of John B. Smith | John B. Smith, Jr., Executor |
(i) the prospectus of Emerging Markets Fund, dated February 25, 2005, as supplemented from time to time, relating to Class S shares, a copy of which is included with this Prospectus/ Proxy Statement; | |
(ii) the statement of additional information relating to the proposed merger, dated [effective date] (the “Merger SAI”); and | |
(iii) the financial statements and related independent registered public accounting firm’s report included in the New Asia Fund’s Annual Report to Shareholders for the fiscal year ended December 31, 2004 and the Semiannual Report to Shareholders for the period ended June 30, 2004. |
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1. | What is being proposed? |
2. | What will happen to my shares of New Asia Fund as a result of the merger? |
3. | Why have the Directors of New Asia Fund recommended that I approve the merger? |
• | The New Asia Fund has historically traded at a discount from net asset value (including % as of the date the merger was announced and % as of [recent date]). The New Asia Fund shareholders should receive Emerging Market shares with an equal aggregate net asset value as their New Asia Fund shares as of the Valuation Time pursuant to the merger and Emerging Markets Fund (as an open-end fund) permits shareholders to redeem their shares at net asset value (less any applicable redemption fee). | |
• | The merger offers New Asia Fund shareholders the opportunity to invest in a significantly larger fund with an expanded investment universe. | |
• | Shareholders will have the potential for economies of scale; |
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• | The combined fund is expected to have lower total fund operating expense ratios than New Asia Fund. | |
• | The merger is structured as a tax-free reorganization for federal income tax purposes. Shareholders are not expected to recognize any gain or loss for federal income tax purposes directly as a result of the merger. |
4. | How do the investment goals, policies and restrictions of the two Funds compare? |
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Emerging Markets | ||||||||||||
New | Emerging | Fund — Pro Forma | ||||||||||
Country | Asia Fund | Markets Fund | Combined(1) | |||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
% | % | % | ||||||||||
Other | % | % | % | |||||||||
100 | % | 100 | % | 100 | % |
(1) | Reflects the blended characteristics of New Asia Fund and Emerging Markets Fund as of April 30, 2005. The portfolio composition and characteristics of the combined fund will change consistent with its stated investment objective and policies. |
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5. | How do the management fees and expense ratios of the two Funds compare, and what are they estimated to be following the merger? |
Emerging | Emerging | ||||||||||||
New Asia Fund | Markets Fund | Markets Fund | |||||||||||
Common Shares | Current Class S | Pro Forma Class S | |||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price) | |||||||||||||
New Asia Fund | None(1) | ||||||||||||
Emerging Markets Fund | None(2) | ||||||||||||
Redemption/ Exchange fee on shares owned less than 30 days (as a percentage of redemption proceeds) | |||||||||||||
New Asia Fund | None | ||||||||||||
Emerging Markets Fund | 2.00 | %(2) |
(1) | As a closed-end fund, the New Asia Fund trades on the New York Stock Exchange and does not charge a sales load nor a redemption fee. |
(2) | The Emerging Markets Fund imposes a redemption fee of 2.00% of the total redemption amount on all Fund shares redeemed or exchanged within 30 days of purchase. |
Emerging Markets Fund | Emerging Markets Fund | |||||||||||||||||||||
New Asia Fund | (Pre-Merger) | (Post-Merger) | ||||||||||||||||||||
Average Daily | Management | Average Daily | Management | Average Daily | Management | |||||||||||||||||
Net Assets | Fee | Net Assets | Fee | Net Assets | Fee | |||||||||||||||||
$0 - $75 million | [1.25] | % | $0 - $500 million | 1.25 | % | $0 - $250 million | 1.10 | % | ||||||||||||||
$75 million - $200 million | [1.15] | % | Above $500 million | 1.20 | % | $250 million - $750 million | 1.075 | % | ||||||||||||||
Above $200 million | [1.10] | % | Above $750 million | 1.050 | % |
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Net | |||||||||||||||||||||||||
Total | Annual Fund | ||||||||||||||||||||||||
Distribution/ | Annual Fund | Less Expense | Operating | ||||||||||||||||||||||
Management | Service (12b-1) | Other | Operating | Waiver/ | Expenses | ||||||||||||||||||||
Fee | Fees | Expenses | Expenses | Reimbursements | (After Waiver) | ||||||||||||||||||||
New Asia Fund | |||||||||||||||||||||||||
Common shares | 1.25 | % | 0.00 | % | [ | ]% | 1.79 | % | — | % | 1.79 | % | |||||||||||||
Emerging Markets Fund | |||||||||||||||||||||||||
Class S | 1.25 | % | 0.00 | % | 0.77 | %(1) | 2.02 | % | 0.27 | %(1) | 1.75 | % | |||||||||||||
Emerging Markets Fund | |||||||||||||||||||||||||
(Pro forma combined) | |||||||||||||||||||||||||
Class S | 1.075 | %(2) | 0.00 | % | 0.55 | %(3) | 1.64 | % | 0.09 | %(4) | 1.55 | % |
(1) | Through February 28, 2006, the Advisor has contractually agreed to waive all or a portion of its management fee and reimburse or pay operating expenses of the fund to the extent necessary to maintain the fund’s total annual operating expenses at 1.75% for Class S shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest, director and director counsel fees, and organizational and offering expenses. |
(2) | Restated to reflect the management fee schedule for Emerging Markets Fund that will be effective upon consummation of the merger. |
(3) | Other expenses are estimated, accounting for the effect of the merger. |
(4) | Through [ ], 2008, DeIM has contractually agreed to waive all or a portion of its management fee and reimburse or pay operating expenses of the fund to the extent necessary to maintain the fund’s total annual operating expenses at 1.55% for Class S shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest, director and director counsel fees, and organizational and offering expenses. |
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||
New Asia Fund | |||||||||||||||||
Common shares | $ | $ | $ | $ | |||||||||||||
Emerging Markets Fund | |||||||||||||||||
Class S | $ | 178 | $ | 607 | $ | 1,063 | $ | 2,326 | |||||||||
Emerging Markets Fund | |||||||||||||||||
(Pro forma combined) | |||||||||||||||||
Class S(1) | $ | $ | $ | $ |
(1) | Includes one year of capped expenses in this “1 Year” period and three years of capped expenses in each of the “3 Years”, “5 Years” and “10 Years” periods. |
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6. | What are the federal income tax consequences of the proposed merger? |
7. | Will my dividends be affected by the merger? |
8. | Do the procedures for purchasing, redeeming and exchanging shares of the two Funds differ? |
9. | How will I be notified of the outcome of the merger? |
10. | Will the number of shares I own change? |
11. | What percentage of shareholders’ votes is required to approve the merger? |
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• | Political Risk. Some foreign governments have limited the outflow of profits to investors abroad, imposed restrictions on the exchange or export of foreign currency, extended diplomatic disputes to include trade and financial relations, seized foreign investment and imposed high taxes. The New Asia Fund is subject to similar risks. | |
• | Information Risk. Companies based in foreign markets are usually not subject to accounting, auditing and financial reporting standards and practices as stringent as those in the U.S. Therefore, their financial reports may present an incomplete, untimely or misleading picture of a foreign company, as compared to the financial reports of U.S. companies. The New Asia Fund is subject to similar risks. | |
• | Liquidity Risk. Investments that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active investments. This liquidity risk is a factor of the trading volume of a particular investment, as well as the size and liquidity of the entire local market. On the whole, foreign exchanges are smaller and less liquid than the U.S. market. This can make buying and selling certain investments more difficult and costly. Relatively small transactions in some instances can have a disproportionately large effect on the price and supply of securities. In certain situations, it may become virtually impossible to sell an investment in an orderly fashion at a price that approaches the managers’ estimate of its value. For the same reason, it may at times be difficult to value the Emerging Markets Fund’s foreign investments. The New Asia Fund is subject to similar risks. |
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• | Regulatory Risk. There is generally less government regulation of foreign markets, companies and securities dealers than in the U.S. The New Asia Fund is subject to similar risks. | |
• | Currency Risk. The Emerging Markets Fund invests in securities denominated in foreign currencies. This creates the possibility that changes in exchange rates between foreign currencies and the U.S. dollar will affect the U.S. dollar value of foreign securities or the income or gain received on these securities. The New Asia Fund is subject to similar risks | |
• | Limited Legal Recourse Risk. Legal remedies for investors may be more limited than the remedies available in the U.S. The New Asia Fund is subject to similar risks. | |
• | Trading Practice Risk. Brokerage commissions and other fees may be higher for foreign investments than for U.S. investments. The procedures and rules governing foreign transactions and custody may also involve delays in payment, delivery or recovery of money or investments. The New Asia Fund is subject to similar risks. | |
• | Taxes. Foreign withholding and certain other taxes may reduce the amount of income available to distribute to shareholders of the fund. In addition, special U.S. tax considerations may apply to the fund’s foreign investments. The New Asia Fund is subject to similar risks. |
• | the managers could be incorrect in their analysis of industries, companies, geographic and economic trends, the relative attractiveness of growth stocks and value stocks or other matters; and | |
• | derivatives could produce disproportionate losses due to a variety of factors, including the unwillingness or inability of the counterparty to meet its obligations or unexpected price or interest rate movements. |
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High Yield, High Risk Securities. The New Asia Fund may investment in below investment-grade securities (rated Ba and lower by Moody’s and BB and lower by S&P) or unrated securities of equivalent quality in DeIM’s judgment, carry a high degree of risk (including the possibility of default or bankruptcy of the issuers of such securities), generally involve greater volatility of price and risk of principal and income, may be less liquid than securities in the higher ratings categories and are considered speculative. Such below investment-grade securities are commonly referred to as junk bonds. The lower the ratings of such debt securities, the more their risks render them like equity securities. Debt rated Ba or B by Moody’s or BB or B by S&P is not consider investment-grade and is regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation and involve major risk exposure to adverse conditions. | |
Common Shares Trading at Discount From Net Asset Value. The New Asia Fund common shares frequently have traded at a discount from net asset value since the commencement of the Fund’s operations. |
Annual Total Returns (%) as of 12/31 each year | Class S |
Annual Total Returns (%) as of 12/31 each year | Common | Shares |
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Past | Past | Past | |||||||||||
1 Year | 5 Years | 10 Years | |||||||||||
Emerging Markets Fund(1) | |||||||||||||
Class S | |||||||||||||
Return before Taxes | 22.39 | % | 3.54 | % | 4.65 | % | |||||||
Return after Taxes on Distributions | 22.92 | % | 3.77 | % | 4.77 | % | |||||||
Return after Taxes on Distributions and Sale of Fund Shares | 15.39 | % | 3.30 | % | 4.20 | % | |||||||
Index (reflects no deductions for fees, expenses or taxes)(2) | 25.95 | % | 4.62 | % | 3.35 | % | |||||||
New Asia Fund | |||||||||||||
Common shares | 10.81 | % | 64.03 | % | (10.70 | )% |
(1) | Total returns for Emerging Markets Fund from 2000, 2003 and 2004 would have been lower if operating expenses hadn’t been reduced. |
(2) | Index: The MSCI Emerging Market Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. |
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• | The New Asia Fund has historically traded at a discount from net asset value (including % as of the date the merger was announced and % as of [recent date]). The New Asia Fund shareholders would receive Emerging Markets Fund shares with an equal aggregate net asset value as their New Asia Fund shares as of the Valuation Time pursuant to the merger, and Emerging Markets Fund (as an open-end fund) permits shareholders to redeem their shares at net asset value (less any applicable redemption fee); | |
• | The fees and expense ratios of the Funds, including comparisons between the expense ratios of New Asia Fund and the estimated operating expense ratios of the combined fund, and between the estimated operating expense ratios of the combined fund and other investment companies with similar investment objectives, and in particular noted that the estimated operating expense ratio of Class S shares of the combined fund is [substantially] lower than that of the common shares of New Asia Fund currently; | |
• | That DeIM agreed to cap the combined fund’s operating expense ratios for approximately a three-year period at levels below New Asia Fund’s current operating expense ratios; | |
• | The terms and conditions of the merger and whether the merger would result in the dilution of shareholder interests; |
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• | The compatibility of New Asia Fund’s and Emerging Markets Fund’s investment objectives, policies, restrictions and portfolios and that the merger would permit the shareholders of New Asia Fund to invest in a larger fund with an expanded investment universe; | |
• | Prospects for the combined fund to attract additional assets and possibly enjoy any related economies of scale; | |
• | The tax consequences of the merger on New Asia Fund and its shareholders as well as historical and pro forma attributes of the New Asia Fund; | |
• | That DeIM has agreed to indemnify Emerging Markets Fund against certain liabilities Emerging Markets Fund may incur in connection with any litigation or regulatory action related to possible improper market timing or possible improper marketing and sales activity in Emerging Markets Fund (see Section VI) so that the likelihood that the combined fund would suffer any loss is considered by Fund management to be remote; and | |
• | That the New Asia Fund would bear all expenses associated with the merger, including transaction costs associated with any related repositioning of the New Asia Fund’s portfolio. |
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(i) the acquisition by Emerging Markets Fund of all of the assets of New Asia Fund solely in exchange for Merger Shares and the assumption by Emerging Markets Fund of all of the liabilities of New Asia Fund, followed by the distribution by New Asia Fund to its shareholders of Merger Shares in complete liquidation of New Asia Fund, all pursuant to the Agreement, constitutes a reorganization within the meaning of Section 368(a) of the Code, and New Asia Fund and Emerging Markets Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; | |
(ii) under Section 361 of the Code, New Asia Fund will not recognize gain or loss upon the transfer of New Asia Fund’s assets to Emerging Markets Fund in exchange for Merger Shares and the assumption of the New Asia Fund liabilities by Emerging Markets Fund, and New Asia Fund will not recognize gain or loss upon the distribution to New Asia Fund’s shareholders of the Merger Shares in liquidation of New Asia Fund; | |
(iii) under Section 354 of the Code, shareholders of New Asia Fund will not recognize gain or loss on the receipt of Merger Shares solely in exchange for New Asia Fund shares; | |
(iv) under Section 358 of the Code, the aggregate basis of the Merger Shares received by each shareholder of New Asia Fund will be the same as the aggregate basis of New Asia Fund shares exchanged therefor; | |
(v) under Section 1223(1) of the Code, the holding period of the Merger Shares received by each New Asia Fund shareholder will include the holding periods of New Asia Fund shares exchanged therefor, provided that the New Asia Fund shareholder held the New Asia Fund shares at the time of the reorganization as a capital asset; |
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(vi) under Section 1032 of the Code, Emerging Markets Fund will not recognize gain or loss upon the receipt of assets of New Asia Fund in exchange for Merger Shares and the assumption by Emerging Markets Fund of all of the liabilities of New Asia Fund; | |
(vii) under Section 362(b) of the Code, the basis of the assets of New Asia Fund transferred to Emerging Markets Fund in the reorganization will be the same in the hands of Emerging Markets Fund as the basis of such assets in the hands of New Asia Fund immediately prior to the transfer; and | |
(viii) under Section 1223(2) of the Code, the holding periods of the assets of New Asia Fund transferred to Emerging Markets Fund in the reorganization in the hands of Emerging Markets Fund will include the periods during which such assets were held by New Asia Fund. |
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Emerging | |||||||||||||||||
Markets Fund | |||||||||||||||||
New Asia | Emerging | Pro Forma | — Pro Forma | ||||||||||||||
Fund | Markets Fund | Adjustments | Combined | ||||||||||||||
Net Assets | |||||||||||||||||
Common Shares | $ | — | $ | $ | — | $ | |||||||||||
Class A Shares | $ | — | $ | $ | — | $ | |||||||||||
Class B Shares | $ | — | $ | $ | — | $ | |||||||||||
Class C Shares | $ | — | $ | $ | — | $ | |||||||||||
Class AARP Shares | $ | — | $ | $ | — | $ | |||||||||||
Class S Shares | $ | — | $ | $ | — | $ | |||||||||||
Total Net Assets | $ | $ | $ | — | $ | ||||||||||||
Shares Outstanding | |||||||||||||||||
Common Shares | $ | — | $ | $ | — | $ | |||||||||||
Class A Shares | $ | — | $ | $ | — | $ | |||||||||||
Class B Shares | $ | — | $ | $ | — | $ | |||||||||||
Class C Shares | $ | — | $ | $ | — | $ | |||||||||||
Class AARP Shares | $ | — | $ | $ | — | $ | |||||||||||
Class S Shares | $ | — | $ | $ | — | $ |
Emerging | |||||||||||||||||
Markets Fund | |||||||||||||||||
New Asia | Emerging | Pro Forma | — Pro Forma | ||||||||||||||
Fund | Markets Fund | Adjustments | Combined | ||||||||||||||
Net Asset Value Per Share | |||||||||||||||||
Common Shares | $ | $ | $ | $ | |||||||||||||
Class A Shares | $ | $ | $ | $ | |||||||||||||
Class B Shares | $ | $ | $ | $ | |||||||||||||
Class C Shares | $ | $ | $ | $ | |||||||||||||
Class AARP Shares | $ | $ | $ | $ | |||||||||||||
Class S Shares | $ | $ | $ | $ |
(1) | Assumes the merger had been consummated on April 30, 2005, and is for information purposes only. No assurance can be given as to how many shares of Emerging Markets Fund will be received by the shareholders of New Asia Fund on the date the merger takes place, and the foregoing should not be relied upon to reflect the number of shares of Emerging Markets Fund that actually will be received on or after such date. |
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Aggregate Dollar | ||||||||||||||
Range of Equity | ||||||||||||||
Securities in All | ||||||||||||||
Dollar Range of | Registered Investment | |||||||||||||
Equity Securities | Companies Overseen | |||||||||||||
Present Office with New Asia Fund, if | in New Asia | by Director in Family | ||||||||||||
Name | any; Principal Occupation or | Year First | Fund as of | of Investment | ||||||||||
(Age) | Employment and Directorships in | Became a | June 30, | Companies as of | ||||||||||
Address | Publicly Held Companies | Director | 2005(1) | June 30, 2005(1) | ||||||||||
Ronaldo A. da Frota Nogueira (67)** c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, NY 10154 | Director and Chief Executive Officer, IMF Editora Ltd. (financial publisher); Chairman of the Certification Committee and Director, APIMEC Nacional (Brazilian Association of Investment Professionals and Analysts); Member, Board of the Association of Certified International Investment Analysts (ACIIA). Mr. Nogueira serves on the boards of four other funds managed by DeIM. | 2001 | None | Over $100,000 |
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Aggregate Dollar | ||||||||||||||
Range of Equity | ||||||||||||||
Securities in All | ||||||||||||||
Dollar Range of | Registered Investment | |||||||||||||
Equity Securities | Companies Overseen | |||||||||||||
Present Office with New Asia Fund, if | in New Asia | by Director in Family | ||||||||||||
Name | any; Principal Occupation or | Year First | Fund as of | of Investment | ||||||||||
(Age) | Employment and Directorships in | Became a | June 30, | Companies as of | ||||||||||
Address | Publicly Held Companies | Director | 2005(1) | June 30, 2005(1) | ||||||||||
Kesop Yun (60)** c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, NY 10154 | Professor (formerly Dean, 1999- 2001), College of Business Administration, Seoul National University, Seoul, Korea; Director, The Korea Liberalisation Fund, Inc. (U.K.) (1996-1999); Visiting Professor of London Business School (1997-1998); President, Korea Securities & Economy Institute (1994-1995) and Korea Tax Association (1994-1995). Mr. Yun serves on the boards of four other funds managed by DeIM. | 1999 | None | None |
Aggregate Dollar | ||||||||||||||
Range of Equity | ||||||||||||||
Securities in All | ||||||||||||||
Registered | ||||||||||||||
Investment | ||||||||||||||
Dollar Range of | Companies Overseen | |||||||||||||
Present Office with New Asia Fund, if | Equity Securities in | by Director in | ||||||||||||
Name | any; Principal Occupation or | Year First | New Asia Fund as | Family of Investment | ||||||||||
(Age) | Employment and Directorships in | Became a | of June 30, | Companies as of | ||||||||||
Address | Publicly Held Companies | Director | 2005(1) | June 30, 2005(1) | ||||||||||
Kenneth C. Froewiss (59)** c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, NY 10154 | Clinical Professor of Finance, NYU Stern School of Business (1997-present); Member, Finance Committee, Association for Asian Studies (2002-present); Managing Director, J.P. Morgan (investment banking firm) (1984-1996). Mr. Froewiss serves on the boards of four other funds managed by DeIM. | 1999 | $10,001-$50,000 | $50,001-$100,000 |
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Aggregate Dollar | ||||||||||||||
Range of Equity | ||||||||||||||
Securities in All | ||||||||||||||
Registered | ||||||||||||||
Investment | ||||||||||||||
Dollar Range of | Companies Overseen | |||||||||||||
Present Office with New Asia Fund, if | Equity Securities in | by Director in | ||||||||||||
Name | any; Principal Occupation or | Year First | New Asia Fund as | Family of Investment | ||||||||||
(Age) | Employment and Directorships in | Became a | of June 30, | Companies as of | ||||||||||
Address | Publicly Held Companies | Director | 2005(1) | June 30, 2005(1) | ||||||||||
Susan Kaufman Purcell (63)** c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, NY 10154 | For-Profit Corporate Boards: Director, Valero Energy Corporation; Non-Profit Organizations: Director, Center for Hemispheric Policy, University of Miami; Vice President, Americas Society; Non-Profit Directorships: Freedom House, Foundation for Management Education in Central America (FMECA) and National Endowment for Democracy (until 1999); Member, Advisory Board, The Inter-American Foundation; Member, Council on Foreign Relations; and Member, The Economic Club of New York (private club). Previously Vice President, Council of the Americas (1994 — March 2005); Member, Policy Planning Staff, US Department of State and Associate Professor of Political Science, University of California, Los Angeles (UCLA). Dr. Purcell serves on the boards of three other funds managed by DeIM. | 2001 | $1-$10,000 | $10,001-$50,000 |
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Aggregate Dollar | ||||||||||||||
Range of Equity | ||||||||||||||
Securities in All | ||||||||||||||
Dollar Range of | Registered Investment | |||||||||||||
Equity Securities | Companies Overseen | |||||||||||||
in New Asia | by Director in Family | |||||||||||||
Name | Present Office with New Asia Fund, if any; | Year First | Fund as of | of Investment | ||||||||||
(Age) | Principal Occupation or Employment and | Became a | June 30, | Companies as of | ||||||||||
Address | Directorships in Publicly Held Companies | Director | 2005(1) | June 30, 2005(1) | ||||||||||
Vincent J. Esposito (48)* c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, NY 10154 | Vice Chairman (since 2004) of the Board of New Asia Fund; Managing Director, DeAM (since 2003). Vice President of Central European Equity Fund, Inc. (since 2003); Vice President of The Germany Fund, Inc. (since 2003); Vice President of The New Germany Fund, Inc. (since 2003) (registered investment companies). Mr. Esposito serves on the boards of three other funds managed by DeIM. Managing Director, Putnam Investments (1991-2002). | 2004 | None | None | ||||||||||
Robert J. Callander (73)** c/o Deutsche Investment Management Americas Inc. 345 Park Avenue New York, NY 10154 | Chairman (since 2004) of the Board of New Asia Fund; Retired Vice Chairman, Chemical Banking Corporation; Director, ARAMARK Corporation (food service); Member, Council on Foreign Relations; Previously Visiting Professor/ Executive–in–Residence, Columbia University Business School; Formerly, Director, Barnes Group, Inc. (manufacturing) (until April 2001). Director, Metropolitan Opera Association (retired). Mr. Callander serves on the boards of three other funds managed by DeIM. | 1994 | $1-$10,000 | $50,001-$100,000 |
* | Director considered by New Asia Fund and its counsel to be an “interested person” (which as used in this proxy statement is as defined in the Investment Company Act of 1940, as amended) of New Asia Fund or of New Asia Fund’s investment manager, DeIM or its affiliates,. Mr. Esposito is deemed to be an interested person because of his affiliation with New Asia Fund’s investment manager, DeIM, or its affiliates. Mr. Esposito owns securities of Deutsche Bank A.G. |
** | Director considered by New Asia Fund and its counsel not to be “interested persons” of New Asia Fund or New Asia Fund’s investment manager, DeIM. |
(1) | The information as to beneficial ownership is based on statements furnished to New Asia Fund by the Directors and nominees. Unless otherwise noted, beneficial ownership is based on sole voting and investment power. |
24
Wachovia Corporation, One Wachovia Center, Charlotte, NC 28288–0137 reported beneficial ownership of 511,652 shares, or 5.83% of New Asia Fund’s outstanding stock. | |
Except as noted above, to the best of New Asia Fund’s knowledge, as of [July 31/ June 30], 200[5], no other person owned beneficially more than 5% of New Asia Fund’s outstanding stock. |
25
Audit-Related Fees | All Other Fees | |||||||||||||||||||||||
Fiscal Year Ended | Audit Fees(1) | Tax Fees | Fund | DeIM-Related | Fund | DeIM-Related | ||||||||||||||||||
October 31, 2003 | $ | 99,200 | $ | 11,100 | $ | 1,205 | $ | [712,457 | ] | $ | 0 | $ | [4,947,177 | ] | ||||||||||
October 31, 2004 | $ | 99,900 | $ | 11,900 | $ | 185 | $ | 453,907 | $ | 0 | $ | 1,153,767 |
(1) | The aggregate audit fees billed by PricewaterhouseCoopers LLP to all funds managed by DeIM–related entities for each of New Asia Fund’s last two fiscal years were $7,994,000 for the fiscal year ended October 31, 2003 and $ for the fiscal year ended October 31, 2004. The amounts (other than audit fees billed to New Asia Fund) are included in the amounts shown under “All Other Fees — DeIM Related.” |
26
27
28
Present Office with New Asia Fund; | Year First Became | |||||
Name (Age) | Principal Occupation or Employment(1) | an Officer(2) | ||||
Julian F. Sluyters (45) | President and Chief Executive Officer; Managing Director, Deutsche Asset Management (since May 2004); President and Chief Executive Officer of The Brazil Fund, Inc.,, Montgomery Street Income Securities, Inc. (since May 2004), The Germany Fund, Inc., The Central Europe and Russia Fund, Inc., The Korea Fund, Inc., Scudder Global High Income Fund Inc. and Scudder New Asia Fund, Inc. (since May 2004), Scudder Global Commodities Stock Fund, Inc. (since July 2004); Chief Executive Officer, the Scudder Funds (since June 2004); President and Chief Executive Officer, UBS Fund Services (2001-2003); Chief Administrative Officer (1998-2001) and Senior Vice President and Director of Mutual Fund Operations (1991-1998) UBS Global Asset Management. | 2004 | ||||
Paul H. Schubert (42) | Treasurer and Chief Financial Officer; Managing Director, Deutsche Asset Management (since July 2004); Executive Director, Head of Mutual Fund Services and Treasurer, UBS Global Asset Management Family of Funds (1994-2004); Vice President and Director, Mutual Fund Finance, UBS Global Asset Management (1994-1998). | 2004 | ||||
Carole Coleman (35) | Vice President and Secretary; Director Deutsche Asset Management (since 2005); Associate General Counsel, Fred Alger & Company (2002-2005); Associate Attorney, Charpie & Associates (1995-2002). | 2005 | ||||
Kate Sullivan D’Eramo (48) | Assistant Treasurer; Director Deutsche Asset Management. | 2003 | ||||
Terrence Gray (34) | Vice President; Vice President, Deutsche Asset Management. | 2002 | ||||
Scott M. McHugh (34) | Assistant Treasurer; Director, Deutsche Asset Management. | 2005 | ||||
John Millette (42) | Vice President and Assistant Secretary; Director, Deutsche Asset Management. | 1999 | ||||
Caroline Pearson (43) | Assistant Secretary; Managing Director, Deutsche Asset Management. | 1998 |
(1) | Unless otherwise stated, all Executive Officers have been associated with DeIM, Deutsche Asset Management, or predecessor organizations for more than five years, although not necessarily in the same capacity. Messrs. Gray and Millette and Mses. D’Eramo and Pearson own securities of Deutsche Bank A.G. |
(2) | The President, Treasurer and Secretary each holds office until the next annual meeting of the Board of Directors and until his successor has been duly elected and qualified, and all other officers hold office in accordance with the bylaws of New Asia Fund. |
29
Column (1) All Directors who receive compensation from New Asia Fund. | |
Column (2) Aggregate compensation received by a Director from New Asia Fund. | |
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be paid by New Asia Fund. The Fund does not pay such benefits to its Directors. | |
Column (5) Total compensation received by a Director from New Asia Fund and DeIM, plus compensation received from all funds managed by DeIM for which a Director serves on the Board. The total number of funds from which a Director receives such compensation is also provided in column (5). Generally, compensation received by a Director for serving on the Board of a closed–end fund is greater than the compensation received by a Director for serving on the Board of an open–end fund. |
(1) | (2) | (3) | (4) | (5) | |||||||||||||
Aggregate | Aggregate Compensation as a | ||||||||||||||||
Compensation | Pension or Retirement | Estimated Annual | Director/Trustee of New Asia | ||||||||||||||
Name of Person, | from New Asia | Benefits Accrued as | Benefits Upon | Fund and Other Scudder | |||||||||||||
Position | Fund | Part of Fund Expenses | Retirement | Funds | |||||||||||||
Robert J. Callander, | $ | 24,857 | N/A | N/A | $ | 115,520 | |||||||||||
Director | (5 funds | ) | |||||||||||||||
Kenneth C. Froewiss, | $ | 18,750 | N/A | N/A | $ | 87,364 | |||||||||||
Director | (5 funds | ) | |||||||||||||||
William H. Luers, | $ | 16,250 | N/A | N/A | $ | 77,114 | |||||||||||
Director** | (5 fund | ) | |||||||||||||||
Ronald A. da Frota Nogueira, | $ | 16,250 | N/A | N/A | $ | 83,114 | |||||||||||
Director | (5 funds | ) | |||||||||||||||
Susan Kaufman Purcell, | $ | 16,250 | N/A | N/A | $ | 75,060 | |||||||||||
Director | (4 funds | ) | |||||||||||||||
Kesop Yun, | $ | 13,750 | N/A | N/A | $ | 64,864 | |||||||||||
Director | (5 funds | ) |
[* | The Board members were appointed Board members of Scudder Global Commodities Stock Fund, Inc. on July 7, 2004. Dr. Purcell had been a Board member of The Korea Fund, Inc. until October 13 2004.] |
** | In accordance with New Asia Fund’s retirement policy, Mr. Luers is not standing for reelection. |
30
Share Class | Number of Shares | |||
Common Shares | [ ] |
Shareholder Name and | ||||
Class | Address | Percentage Owned | ||
31
Shareholder Name and | ||||
Class | Address | Percentage Owned | ||
32
33
1. | Transfer of Assets of the Acquired Fund to the Acquiring Fund in Consideration For Acquiring Fund Shares, the Assumption of All Acquired Fund Liabilities and the Termination and Liquidation of the Acquired Fund |
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2. | Valuation |
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3. | Closing and Closing Date |
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4. | Representations and Warranties |
(a) The Acquired Fund is a Maryland corporation duly organized and validly existing under the laws of the State of Maryland with power under the Acquired Fund’s Articles of Amendment and Restatement, as amended, to own all of its properties and assets and to carry on its business as it is now being conducted and, subject to approval of shareholders of the Acquired Fund, to carry out the Agreement. The Acquired Fund is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquired Fund. The Acquired Fund has all material federal, state and local authorizations necessary to own all of the properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquired Fund; | |
(b) The Acquired Fund is registered with the Commission as an closed-end management investment company under the 1940 Act, and such registration is in full force and effect and the Acquired Fund is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder; | |
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as have been obtained under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act, the NYSE and such as may be required by state securities laws; | |
(d) The Acquired Fund is not, and the execution, delivery and performance of this Agreement by the Acquired Fund will not result (i) in violation of Maryland law or of the Acquired Fund’s Articles of Amendment and Restatement, as amended, or By-Laws, (ii) in a violation or breach of, or constitute a default under, any material agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquired Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquired Fund is a party or by which it is bound, or (iii) in the creation or imposition of any lien, charge or encumbrance on any property or assets of the Acquired Fund; | |
(e) Other than as disclosed on a schedule provided by the Acquired Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquired Fund or any properties or assets held by it. The Acquired Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business, other than as disclosed in the foregoing schedule, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated; | |
(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquired Fund at and for the fiscal year ended December 31, 2004, have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with GAAP consistently applied, and such statements (a copy of each of which has been furnished to the Acquiring Fund) present fairly, in all material respects, the financial position of the Acquired Fund as of such date in accordance with GAAP and there are no known contingent liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein; | |
(g) Since December 31, 2004, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year |
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from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquiring Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquired Fund due to declines in market values of securities in the Acquired Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund shares by Acquired Fund Shareholders shall not constitute a material adverse change; | |
(h) At the date hereof and at the Closing Date, all federal and other tax returns and reports of the Acquired Fund required by law to have been filed by such dates (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns; | |
(i) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income and net capital gain (as defined in the Code) that has accrued through the Closing Date; | |
(j) All issued and outstanding shares of the Acquired Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws, (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable and not subject to preemptive or dissenter’s rights and (iii) will be held at the time of the Closing by the persons and in the amounts set forth in the records of SISC, as provided in section 3.4. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund shares, nor is there outstanding any security convertible into any of the Acquired Fund shares; | |
(k) At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Fund’s assets to be transferred to the Acquiring Fund pursuant to section 1.2 and full right, power, and authority to sell, assign, transfer and deliver such assets hereunder free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquiring Fund has received notice at or prior to the Closing, and upon delivery and payment for such assets, the Acquiring Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act and the 1940 Act, except those restrictions as to which the Acquiring Fund has received notice and necessary documentation at or prior to the Closing; | |
(l) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board members of the Acquired Fund (including the determinations required by Rule 17a-8(a) under the 1940 Act), and, subject to the approval of the Acquired Fund Shareholders, this Agreement constitutes a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles; | |
(m) The information to be furnished by the Acquired Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including the NASD, Inc. (the “NASD”)), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto; | |
(n) During the offering of the Acquired Fund’s common shares, the prospectuses and statements of additional information of the Acquired Fund conformed in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission |
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thereunder and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; and | |
(o) The Registration Statement referred to in section 5.7, insofar as it relates to the Acquired Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements are made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquiring Company for use therein. |
(a) The Acquiring Company is a Maryland corporation duly organized and validly existing under the laws of the State of Maryland with power under the Acquiring Company’s Articles of Amendment and Restatement, as amended, to own all of its properties and assets and to carry on its business as it is now being conducted and to carry out the Agreement. The Acquiring Fund is a separate series of the Acquiring Company duly designated in accordance with the applicable provisions of the Acquiring Company’s Articles of Amendment and Restatement, as amended. The Acquiring Company and Acquiring Fund are qualified to do business in all jurisdictions in which they are required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Acquiring Company or Acquiring Fund. The Acquiring Fund has all material federal, state and local authorizations necessary to own all of the properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquiring Fund; | |
(b) The Acquiring Company is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect and the Acquiring Company and Acquiring Fund are in compliance in all material respects with the 1940 Act and the rules and regulations thereunder; | |
(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws; | |
(d) The Acquiring Company is not, and the execution, delivery and performance of this Agreement by the Acquiring Company will not result (i) in violation of Maryland law or of the Acquiring Company’s Articles of Amendment and Restatement, as amended, or By-Laws, (ii) in a violation or breach of, or constitute a default under, any material agreement, indenture, instrument, contract, lease or other undertaking known to counsel to which the Acquiring Fund is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquiring Fund will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Fund is a party or by which it is bound, or (iii) in the creation or imposition of any lien, charge or encumbrance on any property or assets of the Acquiring Fund; | |
(e) Other than as disclosed on a schedule provided by the Acquiring Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any properties or assets held by it. The Acquiring Fund knows of no facts which might form the basis for the institution of such proceedings which would materially and adversely affect its business, other than as disclosed in the foregoing |
A-6
schedule, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated; | |
(f) The Statements of Assets and Liabilities, Operations, and Changes in Net Assets, the Financial Highlights, and the Investment Portfolio of the Acquiring Fund at and for the fiscal year ended October 31, 2004, have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with GAAP consistently applied, and such statements (a copy of each of which has been furnished to the Acquired Fund) present fairly, in all material respects, the financial position of the Acquiring Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein; | |
(g) Since October 31, 2004, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred except as otherwise disclosed to and accepted in writing by the Acquired Fund. For purposes of this subsection (g), a decline in net asset value per share of the Acquiring Fund due to declines in market values of securities in the Acquiring Fund’s portfolio, the discharge of Acquiring Fund liabilities, or the redemption of Acquiring Fund shares by Acquiring Fund shareholders shall not constitute a material adverse change; | |
(h) At the date hereof and at the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law to have been filed by such dates (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and, to the best of the Acquiring Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns; | |
(i) For each taxable year of its operation, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to and has computed its federal income tax under Section 852 of the Code, and will do so for the taxable year including the Closing Date; | |
(j) All issued and outstanding shares of the Acquiring Fund (i) have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws and (ii) are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or dissenter’s rights. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund shares, nor is there outstanding any security convertible into any of the Acquiring Fund Shares; | |
(k) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement, will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued and outstanding Acquiring Fund Shares, and will be fully paid and non-assessable; | |
(l) At the Closing Date, the Acquiring Fund will have good and marketable title to the Acquiring Fund’s assets, free of any liens or other encumbrances, except those liens or encumbrances as to which the Acquired Fund has received notice at or prior to the Closing; | |
(m) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board members of the Acquiring Company (including the determinations required by Rule 17a-8(a) under the 1940 Act), and this Agreement will constitute a valid and binding obligation of the Acquiring Company, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, |
A-7
insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles; | |
(n) The information to be furnished by the Acquiring Fund for use in applications for orders, registration statements or proxy materials or for use in any other document filed or to be filed with any federal, state or local regulatory authority (including the NASD), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto; | |
(o) The current prospectuses and statements of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading; | |
(p) The Registration Statement, only insofar as it relates to the Acquiring Fund, will, on the effective date of the Registration Statement and on the Closing Date, (i) comply in all material respects with the provisions and regulations of the 1933 Act, the 1934 Act, and the 1940 Act and (ii) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading; provided, however, that the representations and warranties in this section shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished or should have been furnished by the Acquired Fund for use therein; and | |
(q) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities laws as may be necessary in order to continue its operations after the Closing Date. |
5. | Covenants of the Acquiring Fund and the Acquired Fund |
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6. | Conditions Precedent to Obligations of the Acquired Fund |
6.1 All representations and warranties of the Acquiring Company, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquired Fund, its adviser or any of their affiliates) against the Acquiring Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to the Acquiring Fund which the Acquiring Fund reasonably believes might result in such litigation. | |
6.2 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by the Acquiring Company’s President or a Vice President, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Company made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. | |
6.3 The Acquired Fund shall have received on the Closing Date an opinion of Ropes & Gray LLP, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that: |
(a) the Acquiring Company has been formed and is legally existing as a Maryland corporation; | |
(b) the Acquiring Company and Acquiring Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Acquiring Fund’s registration statement under the 1940 Act; | |
(c) the Agreement has been duly authorized, executed and delivered by the Acquiring Company, on behalf of the Acquiring Fund, and constitutes a valid and legally binding obligation of the Acquiring Company, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors’ rights and to general equity principles; | |
(d) the execution and delivery of the Agreement did not, and the issuance of Acquiring Fund Shares pursuant to the Agreement will not, violate the Acquiring Company’s Articles of Amendment and Restatement, as amended, or By-laws; and | |
(e) to the knowledge of such counsel, and without any independent investigation, (i) other than as disclosed on the schedule provided by the Acquiring Fund pursuant to section 4.2 of the Agreement, the Acquiring Fund is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Acquiring Fund, (ii) the Acquiring Company is duly registered as an investment company with the Commission and is not subject to any stop order, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquiring Fund under the federal laws of the United States or the laws of the State of Maryland for the issuance of Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. |
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6.4 The Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund on or before the Closing Date. | |
6.5 The Acquiring Fund shall have adopted a new investment management fee schedule of 1.100% of average daily net assets for the first $250 million in assets, 1.075% of average daily net assets for the next $750 million in assets, and 1.050% of average daily net assets exceeding $1 billion, and entered into an expense cap agreement with DeIM limiting the expenses of the Class S shares of the Acquiring Fund to 1.55% for the period commencing [ ], 2005 and ending [ ], 2008, in a form reasonably satisfactory to the Acquired Fund. |
7. | Conditions Precedent to Obligations of the Acquiring Fund |
7.1 All representations and warranties of the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquiring Fund, its adviser or any of their affiliates) against the Acquired Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation. | |
7.2 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities as of the Closing Date, certified by the Treasurer of the Acquired Fund. | |
7.3 The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Acquired Fund’s President or a Vice President, in a form reasonably satisfactory to the Acquiring Company, on behalf of the Acquiring Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request. | |
7.4 The Acquiring Fund shall have received on the Closing Date an opinion of Debevoise & Plimpton LLP, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that: |
(a) the Acquired Fund has been formed and is legally existing as a Maryland corporation; | |
(b) the Acquired Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Acquired Fund’s registration statement under the 1940 Act; | |
(c) the Agreement has been duly authorized, executed and delivered by the Acquired Fund, and constitutes a valid and legally binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors’ rights and to general equity principles; | |
(d) the execution and delivery of the Agreement did not, and the exchange of the Acquired Fund’s assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Acquired Fund’s Articles of Amendment and Restatement, as amended, or By-laws; and |
A-11
(e) to the knowledge of such counsel, and without any independent investigation, (i) other than as disclosed on the schedule provided by the Acquired Fund pursuant to section 4.1 of the Agreement, the Acquired Fund is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Acquired Fund, (ii) the Acquired Fund is registered as an investment company with the Commission and is not subject to any stop order, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquired Fund, under the federal laws of the United States or the laws of the State of Maryland for the exchange of the Acquired Fund’s assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. |
7.5 The Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund on or before the Closing Date. |
8. | Further Conditions Precedent to Obligations of the Acquiring Fund and the Acquired Fund |
8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the Acquired Fund’s Articles of Amendment and Restatement, as amended, and By-Laws, applicable Maryland law, the rules of the NYSE and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this section 8.1. | |
8.2 On the Closing Date, no action, suit or other proceeding shall be pending or to its knowledge threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain material damages or other relief in connection with, this Agreement or the transactions contemplated herein. | |
8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities and the NYSE deemed necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions. | |
8.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. | |
8.5 The parties shall have received an opinion of Willkie Farr & Gallagher LLP addressed to each of the Acquiring Fund and the Acquired Fund, in a form reasonably satisfactory to each such party to this Agreement, substantially to the effect that, based upon certain facts, assumptions and representations of the parties, for federal income tax purposes: (i) the acquisition Acquiring Fund of all of the assets of Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the distribution by Acquired Fund to its shareholders of Acquiring Fund Shares in complete liquidation of Acquired Fund, all pursuant to the Agreement, constitutes a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the |
A-12
Code; (ii) under Section 361 of the Code, Acquired Fund will not recognize gain or loss upon the transfer of its assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption of the Acquired Fund liabilities by Acquiring Fund, and Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares in liquidation of Acquired Fund; (iii) under Section 354 of the Code, shareholders of Acquired Fund will not recognize gain or loss on the receipt of Acquiring Fund Shares solely in exchange for Acquired Fund shares; (iv) under Section 358 of the Code, the aggregate basis of the Acquiring Fund Shares received by each shareholder of Acquired Fund will be the same as the aggregate basis of Acquired Fund shares exchanged therefor; (v) under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares received by each Acquired Fund shareholder will include the holding period of Acquired Fund shares exchanged therefor, provided that the Acquired Fund shareholder held the Acquired Fund shares at the time of the reorganization as a capital asset; (vi) under Section 1032 of the Code, Acquiring Fund will not recognize gain or loss upon the receipt of assets of Acquired Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund; (vii) under Section 362(b) of the Code, the basis of the assets of Acquired Fund transferred to Acquiring Fund in the reorganization will be the same in the hands of Acquiring Fund as the basis of such assets in the hands of Acquired Fund immediately prior to the transfer; and (viii) under Section 1223(2) of the Code, the holding periods of the assets of Acquired Fund transferred to Acquiring Fund in the reorganization in the hands of Acquiring Fund will include the periods during which such assets were held by Acquired Fund. The delivery of such opinion is conditioned upon receipt by Willkie Farr & Gallagher of representations it shall request of each of the Acquiring Company and Acquired Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the condition set forth in this section 8.5. |
9. | Indemnification |
10. | Fees and Expenses |
A-13
11. | Entire Agreement |
12. | Termination |
13. | Amendments |
14. | Notices |
15. | Headings; Counterparts; Assignment; Limitation of Liability |
A-14
Attest: | SCUDDER INTERNATIONAL FUND, INC., on behalf of Scudder Emerging Markets Fund | |
Secretary | By: | |
Its: | ||
Attest: | SCUDDER NEW ASIA FUND, INC. | |
Secretary | By: | |
Its: |
A-15
B-1
1. Purchase securities on margin, except such short-term credits as may be necessary for clearance of transactions and the maintenance of margin with respect to futures contracts; | |
2. Make short sales of securities or maintain a short position; | |
3. Issue senior securities, borrow money or pledge its assets, except that the New Asia Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 5% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed), and may also pledge its assets to secure such borrowings. Notwithstanding the foregoing 5% limitation, the New Asia Fund also may borrow an amount approximately equal to the New Asia Fund’s organizational expenses and underwriting discount and offering expenses with respect to its public offerings; | |
4. Purchase any security (other than obligations of the U.S. government, its agencies or instrumentalities) if, as a result, as to 75% of the New Asia Fund’s total assets (i) more than 5% of the New Asia Fund’s total assets would then be invested in securities of any single issuer or (ii) the New Asia Fund would then own more than 10% of the voting securities of any single issuer; | |
5. Invest 25% or more of the total value of its assets in a particular industry; provided, however, that the foregoing restriction shall not be deemed to prohibit the New Asia Fund from purchasing the securities of any issuer pursuant to the exercise of rights distributed to the New Asia Fund by the issuer, except that no such purchase may be made if as a result the New Asia Fund will no longer be a diversified investment company as defined in the 1940 Act or fail to meet the diversification requirements of the Internal Revenue Code; | |
6. Invest in securities which are not publicly traded if more than 15% of its total assets (taken at current value) would be invested in such securities; | |
7. Buy or sell commodities or commodity contracts or real estate or interests in real estate, although it may purchase and sell futures contracts on stock indices and foreign currencies, securities which are secured by real estate or commodities and securities of companies which invest or deal in real estate or commodities. | |
8. Make loans, except (i) through repurchase agreements (subject to the next succeeding restriction) to the extent permitted under applicable law and (ii) loans of portfolio securities, limited to 25% of the New Asia Fund’s total assets; | |
9. Invest more than 15% of the New Asia Fund’s total assets in the aggregate in (i) repurchase agreements with a maturity of longer than seven days and (ii) securities which are not readily marketable because of legal or contractual restrictions or which are otherwise not readily marketable; and | |
10. Act as underwriter except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under applicable securities laws. |
1. The New Asia Fund may for hedging purposes purchase and sell put and call options on futures contracts on stock indices, including but not limited to those traded on the Singapore International Monetary Exchange, subject in each case to applicable regulatory requirements. | |
2. The New Asia Fund may not buy options on securities or financial instruments, unless the aggregate premiums paid on all such options held by the New Asia Fund at any time do not exceed 20% of its net assets; or sell put options on securities if, as a result, the aggregate value of the obligations underlying such put options would exceed 50% of the New Asia Fund’s net assets. |
C-1
C-2
C-3
Market Price | Net Asset Value | ||||||||||||||||||||
Period (Calendar Year) | High | Low | High | Low | Net High | ||||||||||||||||
2003 | |||||||||||||||||||||
First Quarter | $ | $ | $ | $ | |||||||||||||||||
Second Quarter | $ | $ | $ | $ | |||||||||||||||||
Third Quarter | $ | $ | $ | $ | |||||||||||||||||
Fourth Quarter | $ | $ | $ | $ | |||||||||||||||||
2004 | |||||||||||||||||||||
First Quarter | $ | $ | $ | $ | |||||||||||||||||
Second Quarter | $ | $ | $ | $ | |||||||||||||||||
Third Quarter | $ | $ | $ | $ | |||||||||||||||||
Fourth Quarter | $ | $ | $ | $ | |||||||||||||||||
2005 | |||||||||||||||||||||
First Quarter | $ | $ | $ | $ | |||||||||||||||||
Second Quarter | $ | $ | $ | $ | |||||||||||||||||
Third Quarter (through July 31, 2005) | $ | $ | $ | $ |
C-4
C-5
I. | Synopsis | 2 | ||||||
II. | Investment Strategies and Risk Factors | 7 | ||||||
III. | Other Comparisons Between the Funds | 12 | ||||||
IV. | Information about the Proposed Merger | 15 | ||||||
V. | Information about Voting and the Shareholder Meeting | |||||||
VI. | Regulatory and Litigation Matters | 15 | ||||||
Exhibit A. | Form of Agreement and Plan of Reorganization | A-1 | ||||||
Exhibit B. | Updated Financial Highlights | B-1 | ||||||
Exhibit C. | Further Disclosure Regarding the New Asia Fund | C-1 |
UNLESS VOTING BY TELEPHONE OR INTERNET,
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
vote.proxy-direct.com
![(SCUDDER INVESTMENTS LOGO)](https://capedge.com/proxy/N-14/0000950123-05-009133/y11302y1130200.gif)
PO Box 18011
Hauppauge, NY 11788-8811
PROXY FOR THE MEETING OF SHAREHOLDERS
345 Park Avenue, 27th Floor, New York, New York 10154
9:00 a.m., Eastern time, on October 11, 2005
VOTE VIA THE FACSIMILE: 1-XXX-XXX-XXXX
VOTE VIA THE TELEPHONE: 1-XXX-XXX-XXXX
Date | [ ] |
NO POSTAGE REQUIRED.
UNLESS VOTING BY TELEPHONE OR INTERNET,
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
FOR | AGAINST | ABSTAIN | ||||||
1. | Approve an Agreement and Plan of Reorganization and the transactions it contemplates, including the transfer of all of the assets of Scudder New Asia Fund, Inc. to Scudder Emerging Markets Fund, in exchange for shares of Scudder Emerging Markets Fund and the assumption by Scudder Emerging Markets Fund of all of the liabilities of Scudder New Asia Fund, Inc. and the distribution of such shares, on a tax-free basis for federal income tax purposes, to the shareholders of Scudder New Asia Fund, Inc. in complete liquidation and dissolution of Scudder New Asia Fund, Inc. | o | o | o |
2. | Unless otherwise specified in the squares provided, the undersigned’s vote will be cast FOR the item listed below. The election of two Directors: Nominees: Class II: Ronaldo A. da Fiota Nogueria and Kesop Yun. | FOR all nominees (except as marked to the contrary) | WITHHOLD AUTHORITY to vote for all nominees | |||
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee’s name on the space provided below.) | o | o | ||||
The appointed proxies will vote on any other business as may properly come before the Special Meeting. |
SCUDDER EMERGING MARKETS FUND
APPENDIX A | A-1 | |||
APPENDIX B | B-1 |
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40 | ||||
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45 | ||||
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57 |
(1) | borrow money, except as permitted under the 1940 Act and as interpreted or modified by regulatory authority having jurisdiction, from time to time; | |
(2) | issue senior securities, except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time; | |
(3) | concentrate its investments in a particular industry, as that term is used in the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time; | |
(4) | engage in the business of underwriting securities issued by others, except to the extent that a Fund may be deemed to be an underwriter in connection with the disposition of portfolio securities; | |
(5) | 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 a Fund reserves freedom of action to hold and to sell real estate acquired as a result of a Fund’s ownership of securities; | |
(6) | purchase physical commodities or contracts relating to physical commodities; or | |
(7) | make loans except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time. |
(a) | borrow money in an amount greater than 5% of its total assets except (i) for temporary or emergency purposes and (ii) by engaging in reverse repurchase agreements, dollar rolls, or other investments or transactions described in a Fund’s registration statement which may be deemed to be borrowings; |
(b) | Scudder Emerging Markets Fund only: enter into either reverse repurchase agreements or dollar rolls in an amount greater than 5% of its total assets; | |
(c) | purchase securities on margin or make short sales, except (i) short sales against the box, (ii) in connection with arbitrage transactions, (iii) for margin deposits in connection with futures contracts, options or other permitted investments, (iv) that transactions in futures contracts and options shall not be deemed to constitute selling securities short, and (v) that a Fund may obtain such short-term credits as may be necessary for the clearance of securities transactions; | |
(d) | purchase options, unless the aggregate premiums paid on all such options held by a Fund at any time do not exceed 20% of its total assets; or sell put options, if as a result, the aggregate value of the obligations underlying such put options would exceed 50% of its total assets; | |
(e) | enter into futures contracts or purchase options thereon unless immediately after the purchase, the value of the aggregate initial margin with respect to such futures contracts entered into on behalf of a Fund and the premiums paid for such options on futures contracts does not exceed 5% of the fair market value of a Fund’s total assets; provided that in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit; | |
(f) | purchase warrants if as a result, such securities, taken at the lower of cost or market value, would represent more than 5% of the value of a Fund’s total assets (for this purpose, warrants acquired in units or attached to securities will be deemed to have no value); | |
(g) | lend portfolio securities in an amount greater than 33 1/3% of its total assets; | |
(h) | invest more than 15% of net assets in illiquid securities. | |
(i) | acquire securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the Investment Company Act of 1940, as amended; and | |
(j) | Scudder Emerging Markets Fund only: invest more than 5% of its net assets directly in securities of local Russian issuers. |
2
3
4
5
could be affected.
6
7
8
9
10
11
12
13
14
contracts.
15
16
17
18
19
20
21
22
23
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25
* | At present time, all of your Fund’s Directors — including the chairman of the board — are independent of DeIM and its affiliates. | |
* | The Directors meet frequently to discuss fund matters. In 2003, the Directors conducted 34 meetings (spanning 19 different days) to deal with fund issues (including regular and special board and committee meetings). Each year, the Directors dedicate part or all of several meetings to contract review matters. | |
* | The Directors regularly meet privately with their independent counsel (and, as needed, other advisors) to discuss contract review and other matters. |
26
27
28
29
30
Name of Regular Broker or Dealer or Parent (Issuer) | Value of Securities Owned | |||
BANGKOK BANK PCL | $ | 1,939,000 | ||
MEGA FINANCIAL HOLDING CO., LTD. | $ | 1,960,000 | ||
BANCO BRADESCO SA | $ | 1,491,000 | ||
YUANTA CORE PACIFIC SECURITIES CO. | $ | 676,000 | ||
SAMSUNG SECURITIES CO., LTD. | $ | 1,467,000 |
31
Name of Regular Broker or Dealer or Parent (Issuer) | Value of Securities Owned | |||
LEGG MASON, INC. | $ | 17,556,000 | ||
ALPHA BANK AE | $ | 10,057,000 | ||
ZIONS BANCORP | $ | 9,859,000 | ||
MACQUARIE BANK LTD. | $ | 5,616,000 | ||
BANGKOK BANK PCL | $ | 3,443,000 | ||
MATSUI SECURITIES CO., LTD. | $ | 2,821,000 |
32
33
34
o | Traditional, Roth and Education IRAs. This includes Savings Incentive Match Plan for Employees of Small Employers (“SIMPLE”), Simplified Employee Pension Plan (“SEP”) IRA accounts and prototype documents. | |
o | 403(b)(7) Custodial Accounts. This type of plan is available to employees of most non-profit organizations. | |
o | Prototype money purchase pension and profit-sharing plans may be adopted by employers. |
35
A. | The following investors may purchase Class S shares of Scudder Funds either (i) directly from Scudder Distributors, Inc. (“SDI”), the Fund’s principal underwriter; or (ii) through an intermediary relationship with a financial services firm established with respect to the Scudder Funds as of December 31, 2004. Investors may not otherwise purchase Class S shares through a broker-dealer, registered investment advisor or other financial services firm. |
1. | Existing shareholders of Class S shares of any Scudder Fund as of December 31, 2004, and household members residing at the same address. | ||
2. | Shareholders who own Class S shares continuously since December 31, 2004 and household members residing at the same address may open new accounts for Class S shares of any Scudder Fund. | ||
3. | Any participant who owns Class S shares of any Scudder Fund through an employee sponsored retirement, employee stock, bonus, pension or profit sharing plan continuously since December 31, 2004 may open a new individual account for Class S shares of any Scudder Fund. | ||
4. | Any participant who owns Class S shares of any Scudder Fund through a retirement, employee stock, bonus, pension or profit sharing plan may complete a direct rollover to an IRA account that will hold Class S shares. This applies to individuals who begin their retirement plan investments with a Scudder Fund at any time, including after December 31, 2004. | ||
5. | Officers, Fund Trustees and Directors, and full-time employees and their family members, of the Advisor and its affiliates. | ||
6. | Class S shares are available to any accounts managed by the Advisor, any advisory products offered by the Advisor or SDI and to the Portfolios of Scudder Pathway Series or other fund of funds managed by the Advisor or its affiliates. |
B. | The following additional investors may purchase Class S shares of Scudder Funds. |
1. | Broker-dealers and registered investment advisors (“RIAs”) may purchase Class S shares in connection with a comprehensive or “wrap” fee program or other fee based program. | ||
2. | Any group retirement, employee stock, bonus, pension or profit-sharing plans. |
36
37
38
39
1. | To receive income and short-term capital gain dividends in cash and long-term capital gain dividends in shares of the same class at net asset value; or | |
2. | To receive income and capital gain dividends in cash. |
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44
45
Name, Year of Birth, | ||||||
Position(s) Held with the | Number of Funds | |||||
Corporation and | Principal Occupation(s) During Past 5 Years and | in Fund Complex | ||||
Length of Time Served(1) | Other Directorships Held | Overseen | ||||
Dawn-Marie Driscoll (1946) Chairman since 2004 and Director, 1987-present | President, Driscoll Associates (consulting firm); Executive Fellow, Center for Business Ethics, Bentley College; Partner, formerly, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene’s (1978-1988) Directorships: . Advisory Board, Center for Business Ethics, Bentley College; Board Governors, Investment Company Institute; Member, Committee of the Independent Directors of Executive Investment Council of the Company Institute. | 46 | ||||
Henry P. Becton, Jr. (1943) Director, 1990-present | President, WGBH Educational Foundation. Becton Dickinson and Company (medical technology company); Belo Corporation (media company); Concord Academy; Boston Museum of Science; Public Radio International. Former Directorships: American Public Television; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service | 46 | ||||
Keith R. Fox (1954) Director, 1996-present | Managing Partner, Exeter Capital Partners (private equity funds). Directorships: Facts on File (school and library publisher); Progressive Holding Corporation (kitchen importer and distributor); Cloverleaf Transportation Inc. (trucking); K-Media, Inc. (broadcasting); Natural History, Inc. (magazine publisher); National Association of Small Business Investment Companies (trade association) | 46 | ||||
Louis E. Levy (1932) Director, 2002-present | Retired. Formerly, Chairman of the Quality Control Inquiry Committee, American Institute of Certified Public Accountants (1992-1998); Partner, KPMG LLP (1958-1990) Directorships:. Household International (banking and finance) (1992-2004); ISI Family of Funds (registered investment companies; 4 funds overseen) (1992-present) | 46 | ||||
Jean Gleason Stromberg (1943) Director, 1999-present | Retired. Formerly, Consultant (1997-2001); Director, US General Accounting Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; Service Source, Inc. | 46 | ||||
Jean C. Tempel (1943) Director, 1994-present | Managing Partner, First Light Capital (venture capital group) (2000-present); formerly, Special Limited Partner, TL Ventures (venture capital fund) (1996-1998); General Partner, TL Ventures (1994-1996); President and Chief Operating Officer, Safeguard Scientifics, Inc. (public technology business incubator company) (1991-1993). Directorships: Sonesta International Hotels, Inc.; Aberdeen Group (technology research); United Way of Mass. Bay; The Commonwealth Institute (supports women entrepreneurs). Trusteeships: Connecticut College, Vice Chair of Board, Chair, Finance Committee; Northeastern University, Vice Chair of Finance Committee, Chair, Funds and Endowment Committee | 46 |
46
Name, Year of Birth, | ||||||
Position(s) Held with the | Number of Funds | |||||
Corporation and | Principal Occupation(s) During Past 5 Years and | in Fund Complex | ||||
Length of Time Served(1) | Other Directorships Held | Overseen | ||||
Carl W. Vogt (1936) Director, 2002-present | Senior Partner, Fulbright & Jaworski, L.L.P (law firm); formerly, President (interim) of Williams College (1999-2000); President, certain funds in the Deutsche Asset Management Family of Funds (formerly, Flag Investors Family of Funds) (registered investment companies) (1999-2000). Directorships: Yellow Corporation (trucking); American Science & Engineering (x-ray detection equipment); ISI Family of Funds (registered investment companies; 4 funds overseen); National Railroad Passenger Corporation (Amtrak); formerly, Chairman and Member, National Transportation Safety Board | 46 |
Name, Year of Birth, | ||||
Position(s) Held with the | Number of Funds | |||
Corporation and | Principal Occupation(s) During Past 5 Years and | in Fund Complex | ||
Length of Time Served(1) | Other Directorships Held | Overseen | ||
Julian F. Sluyters(3) (1960) President and Chief Executive Officer, 2004-present | Managing Director, Deutsche Asset Management (since May 2004); President and Chief Executive Officer of The Germany Fund, Inc., The New Germany Fund, Inc., The Central Europe and Russia Fund, Inc., The Brazil Fund, Inc., The Korea Fund, Inc., Scudder Global High Income Fund, Inc., Scudder New Asia Fund, Inc. (since May 2004) and Scudder Global Commodities Stock Fund, Inc. (since July 2004); President and Chief Executive Officer, UBS Fund Services (2001-2003); Chief Administrative Officer (1998-2001) and Senior Vice President and Director of Mutual Fund Operations (1991 to 1998) UBS Global Asset Management | n/a | ||
John Millette (1962) Vice President and Secretary, 1999-present | Director, Deutsche Asset Management | n/a | ||
Kenneth Murphy (1963) Vice President, 2002-present | Vice President, Deutsche Asset Management (2000-present); formerly, Director, John Hancock Signature Services (1992-2000) | n/a | ||
Paul Schubert(3) (1963) Chief Financial Officer, 2004-present | Managing Director, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998) | n/a | ||
Charles A. Rizzo (1957) Treasurer, 2002-present | Managing Director, Deutsche Asset Management (since April 2004); formerly, Director, Deutsche Asset Management (April 2000-March 2004); Vice President and Department Head, BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Senior Manager, Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers LLP) (1993-1998) | n/a | ||
Lisa Hertz(3) (1970) Assistant Secretary, 2003-present | Vice President, Deutsche Asset Management | n/a |
47
Name, Year of Birth, | ||||
Position(s) Held with the | Number of Funds | |||
Corporation and | Principal Occupation(s) During Past 5 Years and | in Fund Complex | ||
Length of Time Served(1) | Other Directorships Held | Overseen | ||
Daniel O. Hirsch(4) (1954) Assistant Secretary, 2002-present | Managing Director, Deutsche Asset Management (2002-present); formerly, Director, Deutsche Asset Management (1999-2002); Principal, BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Assistant General Counsel, United States Securities and Exchange Commission (1993-1998); Director, Deutsche Global Funds Ltd. (2002-2004) | n/a | ||
Caroline Pearson (1962) Assistant Secretary, 1997-present | Managing Director, Deutsche Asset Management | n/a | ||
Bruce A. Rosenblum(4) (1960) Vice President and Assistant Secretary 2004-present | Director, Deutsche Asset Management | n/a | ||
Kevin M. Gay (1959) Assistant Treasurer, 2004-present | Vice President, Deutsche Asset Management | n/a | ||
Salvatore Schiavone (1965) Assistant Treasurer, 2003-present | Director, Deutsche Asset Management | n/a | ||
Kathleen Sullivan D’Eramo (1957) Assistant Treasurer, 2003-present | Director, Deutsche Asset Management | n/a | ||
Philip Gallo(3) (1962) Chief Compliance Officer 2004-present | Managing Director, Deutsche Asset Management (2003-present); formerly, Co-Head of Goldman Sachs Asset Management Legal (1994-2003) | n/a |
(1) | Length of time served represents the date that each Director was first elected to the common board of Directors which oversees a number of investment companies, including the fund, managed by the Advisor. For the Officers of the Directors, the length of time served represents the date that each Officer was first elected to serve as an Officer of any fund overseen by the aforementioned common board of Directors. | |
(2) | As a result of their respective positions held with the Advisor, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the Funds. | |
(3) | Address: 345 Park Avenue, New York, New York | |
(4) | Address: One South Street, Baltimore, Maryland |
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* | Fund Shareholders may also submit nominees that will be considered by the committee when a Board vacancy occurs. Submissions should be mailed to: c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. |
Pension or | ||||||||||||||||
Compensation from | Compensation from | Retirement Benefits | Total Compensation | |||||||||||||
Name of | Scudder Emerging | Scudder Global | Accrued as Part of | Paid to Director from the | ||||||||||||
Director | Markets Fund | Discovery Fund | Fund Expenses | Fund Complex (3)(4) | ||||||||||||
Henry P. Becton, Jr. | $ | 815 | $ | 1,986 | $ | 0 | $ | 159,500 | ||||||||
Dawn-Marie Driscoll(1) | $ | 938 | $ | 2,490 | $ | 0 | $ | 208,016 | ||||||||
Keith R. Fox | $ | 881 | $ | 2,304 | $ | 0 | $ | 220,620 | ||||||||
Louis E. Levy(2) | $ | 829 | $ | 2,072 | $ | 0 | $ | 163,000 | ||||||||
Jean Gleason Stromberg | $ | 800 | $ | 1,921 | $ | 0 | $ | 153,500 | ||||||||
Jean C. Tempel | $ | 815 | $ | 1,991 | $ | 0 | $ | 191,000 | ||||||||
Carl W. Vogt | $ | 842 | $ | 2,136 | $ | 0 | $ | 168,500 |
(1) | Includes $14,896 in annual retainer fees in Ms. Driscoll’s role as Chairman of the Board. |
50
(2) | In addition to these payments, Mr. Levy received payments in accordance with his prior Deferred Payment Plan in the amount of $38,100 (representing amounts earned in prior years and gain or interest thereon) from funds existing prior to the Deutsche Bank purchase of Scudder Investments. | |
(3) | For each Director, total compensation includes compensation for service on the boards of 18 trusts/corporations comprised of 49 funds/portfolios. Each Director currently serves on the boards of 18 DeAM trusts/corporations comprised of 46 funds/portfolios. | |
(4) | Aggregate compensation reflects amounts paid to the Trustees for special meetings of ad hoc committees of the Boston Board in connection with the possible consolidation of the various Scudder Fund Boards and with respect to legal and regulatory matters. Such amounts totaled $3,000 for Mr. Becton, $34,120 for Ms. Driscoll, $36,620 for Mr. Fox, $11,500 for Mr. Levy, $9,500 for Ms. Tempel and $17,000 for Mr. Vogt. These meeting fees were borne by the Funds. | |
(5) | Aggregate compensation also reflects amounts paid to the Trustees for special meetings of ad hoc committees of the Boston Board in connection with reviewing the Funds’ shareholder servicing arrangements. Such amounts totaled $2,500 for Ms. Driscoll and $31,000 for Mr. Fox and Ms Tempel. Also, included are amounts paid to the Trustees for special meetings to consider fund mergers. These amounts totaled $5,000 for Mr. Becton and Ms Driscoll, $4,000 for Mr. Fox and $3,000 for Ms. Stromberg. The Funds were reimbursed by the Advisor for these meeting fees. |
Aggregate Dollar Range of | ||||
Dollar Range of | Securities Owned in All Funds | |||
Name of | Securities Owned in | in the Fund Complex | ||
Director | Scudder Emerging Markets Fund | Overseen by Director | ||
Henry P. Becton, Jr. | $1—$10,000 | Over $100,000 | ||
Dawn-Marie Driscoll | $10,001—$50,000 | Over $100,000 | ||
Keith R. Fox | $10,001—$50,000 | Over $100,000 | ||
Louis E. Levy | None | Over $100,000 | ||
Jean Gleason Stromberg | $10,001—$50,000 | Over $100,000 | ||
Jean C. Tempel | None | Over $100,000 | ||
Carl W. Vogt | $1—$10,000 | $10,001—$50,000 |
Aggregate Dollar Range of | ||||
Dollar Range of | Securities Owned in All Funds | |||
Name of | Securities Owned in | in the Fund Complex | ||
Director | Scudder Global Discovery Fund | Overseen by Director | ||
Henry P. Becton, Jr. | $10,001—$50,000 | Over $100,000 | ||
Dawn-Marie Driscoll | None | Over $100,000 | ||
Keith R. Fox | None | Over $100,000 | ||
Louis E. Levy | None | Over $100,000 | ||
Jean Gleason Stromberg | None | Over $100,000 | ||
Jean C. Tempel | None | Over $100,000 | ||
Carl W. Vogt | None | $10,001—$50,000 |
51
Value of | Percent of | |||||||||||||||||||
Owner and | Securities on | Class on an | ||||||||||||||||||
Independent | Relationship to | an Aggregate | Aggregate | |||||||||||||||||
Director | Director | Company | Title of Class | Basis | Basis | |||||||||||||||
Henry P. Becton, Jr. | None | |||||||||||||||||||
Dawn-Marie Driscoll | None | |||||||||||||||||||
Keith R. Fox | None | |||||||||||||||||||
Louis E. Levy | None | |||||||||||||||||||
Jean Gleason Stromberg | None | |||||||||||||||||||
Jean C. Tempel | None | |||||||||||||||||||
Carl W. Vogt | None |
52
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o | Shareholder Rights — The Advisor generally votes against proposals that restrict shareholder rights. | |
o | Corporate Governance — The Advisor generally votes for confidential and cumulative voting and against supermajority voting requirements for charter and bylaw amendments. | |
o | Anti-Takeover Matters — The Advisor generally votes for proposals that require shareholder ratification of poison pills or that request boards to redeem poison pills, and votes against the adoption of poison pills if they are submitted for shareholder ratification. The Advisor generally votes for fair price proposals. | |
o | Compensation Matters — The Advisor generally votes for executive cash compensation proposals, unless they are unreasonably excessive. The Advisor generally votes against stock option plans that do not meet the Advisor’s criteria. | |
o | Routine Matters — The Advisor generally votes for the ratification of auditors, procedural matters related to the annual meeting and changes in company name, and against bundled proposals and adjournment. |
54
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56
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SCUDDER INVESTMENTS |
Core Global/International Funds II Class AARP and Class S Shares | ||
Prospectus | ||
February 25, 2005 | ||
Scudder Emerging Markets Fund (formerly Scudder Emerging Markets Growth Fund) | ||
Scudder Global Discovery Fund |
How the Funds Work | How to Invest in the Funds | |||||||
4 | Scudder Emerging Markets Fund | 30 | How to Buy, Sell and Exchange Class AARP Shares | |||||
11 | Scudder Global Discovery Fund | 32 | How to Buy, Sell and Exchange Class S Shares | |||||
19 | Other Policies and Secondary Risks | 34 | Policies You Should Know About | |||||
24 | Who Manages and Oversees the Funds | 44 | Understanding Distributions and Taxes | |||||
25 | Financial Highlights |
Class AARP | Class S | |||
ticker symbol | SEMMX | SEMGX | ||
fund number | 179 | 079 | ||
Scudder Emerging Markets Fund |
disciplines:
4
5
o | Political Risk. Some foreign governments have limited the outflow of profits to investors abroad, imposed restrictions on the exchange or export of foreign currency, extended diplomatic disputes to include trade and financial relations, seized foreign investment and imposed high taxes. | |
o | Information Risk. Companies based in foreign markets are usually not subject to accounting, auditing and financial reporting standards and practices as stringent as those in the US. Therefore, their financial reports may present an incomplete, untimely or misleading picture of a foreign company, as compared to the financial reports of US companies. | |
o | Liquidity Risk. Investments that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active investments. This liquidity risk is a factor of the trading volume of a particular investment, as well as the size and liquidity of the entire local market. On the whole, foreign exchanges are smaller and less liquid than the US market. This can make buying and selling certain investments more difficult and costly. Relatively small transactions in some instances can have a disproportionately large effect on the price and supply of securities. In certain situations, it may become virtually impossible to sell an investment in an orderly fashion at a price that approaches the managers’ estimate of its value. For the same reason, it may at times be difficult to value the fund’s foreign investments. | |
o | Regulatory Risk. There is generally less government regulation of foreign markets, companies and securities dealers than in the US. | |
o | Currency Risk. The fund invests in securities denominated in foreign currencies. This creates the possibility that changes in exchange rates between foreign currencies and the US dollar will affect the US dollar value of foreign securities or the income or gain received on these securities. | |
o | Limited Legal Recourse Risk. Legal remedies for investors may be more limited than the remedies available in the US. | |
o | Trading Practice Risk. Brokerage commissions and other fees may be higher for foreign investments than for US investments. The procedures and rules governing foreign transactions and custody may also involve delays in payment, delivery or recovery of money or investments. |
6
o | Taxes. Foreign withholding and certain other taxes may reduce the amount of income available to distribute to shareholders of the fund. In addition, special US tax considerations may apply to the fund’s foreign investments. |
o | the managers could be incorrect in their analysis of industries, companies, geographic and economic trends, the relative attractiveness of growth stocks and value stocks or other matters; and | |
o | derivatives could produce disproportionate losses due to a variety of factors, including the unwillingness or inability of the counterparty to meet its obligations or unexpected price or interest rate movements (see “Secondary risks” for more information). |
7
Annual Total Returns (%) as of 12/31 each year | Class S |
1997 | 3.56 | |||
1998 | -24.42 | |||
1999 | 38.06 | |||
2000 | -29.93 | |||
2001 | -6.27 | |||
2002 | -5.45 | |||
2003 | 56.59 | |||
2004 | 22.39 |
Best Quarter: 29.03%, Q4 1999 | Worst Quarter: -21.17-21.17%, Q3 1998 |
8
1 Year | 5 Years | Since Inception | ||||||||||
Class S | ||||||||||||
Return before Taxes | 22.39 | 3.54 | 4.65 | |||||||||
Return after Taxes on Distributions | 22.92 | 3.77 | 4.77 | |||||||||
Return after Taxes on Distributions and Sale of Fund Shares | 15.39 | 3.30 | 4.20 | |||||||||
Class AARP (Return before Taxes) | 22.29 | 3.55 | 4.65 | |||||||||
Index (reflects no deductions for fees, expenses or taxes) | 25.95 | 4.62 | 3.35 |
9
Fee Table | Class AARP | Class S | ||||||
Shareholder Fees, paid directly from your investment | ||||||||
Maximum Sales Charge (Load) Imposed on Purchases | None | None | ||||||
Redemption/Exchange fee on shares owned less than 30 days (as % of redemption proceeds)^1 | 2.00 | % | 2.00 | % | ||||
Annual Operating Expenses, deducted from fund assets | ||||||||
Management Fee | 1.25 | % | 1.25 | % | ||||
Distribution/Service (12b-1) Fee | None | None | ||||||
Other Expenses^2 | 0.89 | 0.77 | ||||||
Total Annual Operating Expenses^2 | 2.14 | 2.02 | ||||||
Less Fee Waiver/Expense Reimbursement^3 | 0.39 | 0.27 | ||||||
Net Annual Fund Operating Expenses^3 | 1.75 | 1.75 | ||||||
^1 | This fee will be charged on applicable redemptions or exchanges. Please see “Policies about transactions” for further information. | |
^2 | Restated and estimated to reflect the termination of the fixed rate administrative fee. | |
^3 | Through February 28, 2006, the Advisor has contractually agreed to waive all or a portion of its management fee and reimburse or pay operating expenses of the fund to the extent necessary to maintain the fund’s total annual operating expenses at 1.75% for Class AARP and Class S shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest, director and director counsel fees, and organizational and offering expenses. |
Example | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
Class AARP | $ | 178 | $ | 632 | $ | 1,113 | $ | 2,442 | ||||||||
Class S | 178 | 607 | 1,063 | 2,326 |
10
Class AARP | Class S | |||
ticker symbol | SGDPX | SGSCX | ||
fund number | 210 | 010 | ||
Scudder Global Discovery Fund | ||||
11
• | Political Risk. Some foreign governments have limited the outflow of profits to investors abroad, imposed restrictions on the exchange or export of foreign currency, extended diplomatic disputes to include trade and financial relations, seized foreign investment and imposed high taxes. |
12
o | Information Risk. Companies based in foreign markets are usually not subject to accounting, auditing and financial reporting standards and practices as stringent as those in the US. Therefore, their financial reports may present an incomplete, untimely or misleading picture of a foreign company, as compared to the financial reports of US companies. | |
o | Liquidity Risk. Investments that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active investments. This liquidity risk is a factor of the trading volume of a particular investment, as well as the size and liquidity of the entire local market. On the whole, foreign exchanges are smaller and less liquid than the US market. This can make buying and selling certain investments more difficult and costly. Relatively small transactions in some instances can have a disproportionately large effect on the price and supply of securities. In certain situations, it may become virtually impossible to sell an investment in an orderly fashion at a price that approaches the managers’ estimate of its value. For the same reason, it may at times be difficult to value the fund’s foreign investments. | |
o | Regulatory Risk. There is generally less government regulation of foreign markets, companies and securities dealers than in the US. | |
o | Currency Risk. The fund invests in securities denominated in foreign currencies. This creates the possibility that changes in exchange rates between foreign currencies and the US dollar will affect the US dollar value of foreign securities or the income or gain received on these securities. | |
o | Limited Legal Recourse Risk. Legal remedies for investors may be more limited than the remedies available in the US. | |
o | Trading Practice Risk. Brokerage commissions and other fees may be higher for foreign investments than for US investments. The procedures and rules governing foreign transactions and custody may also involve delays in payment, delivery or recovery of money or investments. | |
o | Taxes. Foreign withholding and certain other taxes may reduce the amount of income available to distribute to shareholders of the fund. In addition, special US tax considerations may apply to the fund’s foreign investments. |
13
small company’s shares.
14
o | the managers could be wrong in their analysis of industries, companies, economic trends, the relative attractiveness of different sizes of stocks, geographical trends or other matters; | |
o | growth stocks may be out of favor for certain periods; and | |
o | derivatives could produce disproportionate losses due to a variety of factors, including the unwillingness or inability of the counterparty to meet its obligations or unexpected price or interest rate movements (see “Secondary risks” for more information). |
15
Annual Total Returns (%) as of 12/31 each year | Class S |
1995 | 17.84 | |||
1996 | 21.47 | |||
1997 | 9.93 | |||
1998 | 16.43 | |||
1999 | 64.62 | |||
2000 | -5.10 | |||
2001 | -24.98 | |||
2002 | -20.96 | |||
2003 | 50.19 | |||
2004 | 23.58 |
Best Quarter: 29.03%, Q4 1999 | Worst Quarter: -21.17-21.17%, Q3 1998 |
16
1 Year | 5 Years | 10 Years | ||||||||||
Class S | ||||||||||||
Return before Taxes | 23.58 | 1.10 | 12.28 | |||||||||
Return after Taxes on Distributions | 23.64 | 0.82 | 11.39 | |||||||||
Return after Taxes on Distributions and Sale of Fund Shares | 15.43 | 0.87 | 10.55 | |||||||||
Class AARP (Return before Taxes) | 23.61 | 1.12 | 12.29 | |||||||||
Index (reflects no deductions for fees, expenses or taxes) | 23.53 | 7.74 | 10.35 |
17
Fee Table | Class AARP | Class S | ||||||
Shareholder Fees, paid directly from your investment | ||||||||
Maximum Sales Charge (Load) Imposed on Purchases | None | None | ||||||
Redemption/Exchange fee on shares owned less than 30 days (as % of redemption proceeds)^1 | 2.00 | % | 2.00 | % | ||||
Annual Operating Expenses, deducted from fund assets | ||||||||
Management Fee | 1.10 | % | 1.10 | % | ||||
Distribution/Service (12b-1) Fee | None | None | ||||||
Other Expenses^2 | 0.57 | 0.39 | ||||||
Total Annual Operating Expenses^2 | 1.67 | 1.49 | ||||||
Less Fee Waiver/Expense Reimbursement^3 | 0.17 | 0.00 | ||||||
Net Annual Fund Operating Expenses^3 | 1.50 | 1.49 | ||||||
^1 | This fee will be charged on applicable redemptions or exchanges. Please see “Policies about transactions” for further information. | |
^2 | Restated and estimated to reflect the termination of the fixed rate administrative fee. | |
^3 | Through February 28, 2006, the Advisor has contractually agreed to waive all or a portion of its management fee and reimburse or pay operating expenses of the fund to the extent necessary to maintain the fund’s total annual operating expenses at 1.50% for Class AARP and Class S shares, excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest, director and director counsel fees, and organizational and offering expenses. |
Example | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||
Class AARP | $ | 153 | $ | 510 | $ | 891 | $ | 1,962 | ||||||||
Class S | 152 | 471 | 813 | 1,779 |
18
o | Although major changes tend to be infrequent, a fund’s Board could change that fund’s investment goal without seeking shareholder approval. The Board will provide shareholders with at least 60 days’ notice prior to making any changes to the Scudder Emerging Markets Fund’s 80% investment policy. | |
o | Scudder Emerging Markets Fund may trade securities actively. This could raise transaction costs (thus lowering return) and could mean higher taxable distributions. | |
o | As a temporary defensive measure, each fund could shift up to 100% of assets into investments such as money market securities. This could prevent losses, but, while engaged in a temporary defensive position, a fund will not be pursuing its investment objective. However, the portfolio managers may choose not to use these strategies for various reasons, even in very volatile market conditions. | |
o | Each fund’s equity investments are mainly common stocks, but may also include other types of equities such as preferred or convertible stocks. |
19
20
21
Fund Name | Fee Paid | |||
Scudder Emerging Markets Fund | 1.25 | % | ||
Scudder Global Discovery Fund | 1.10 | % |
22
Managing Director of Deutsche Asset Management and Co-Manager of the fund.
o | Joined Deutsche Asset Management in 1998 and the fund in 2002. | ||
o | Over 10 years of investment industry experience. | ||
o | MALD and PhD., The Fletcher School, administered jointly by Harvard University and Tufts University. |
Managing Director of Deutsche Asset Management and Co-Manager of the fund.
o | Joined Deutsche Asset Management in 1995 and the fund in 1996. | ||
o | Over 20 years of investment industry experience. | ||
o | MBA, New York University. |
Director of Deutsche Asset Management and Co-Manager of the fund.
o | Joined Deutsche Asset Management in 1993 and the fund in 2003. | ||
o | Over 11 years of investment industry experience. | ||
o | Head of global portfolio selection team for Pacific Basin Equity: New York. |
Director of Deutsche Asset Management and Co-Manager of the fund.
o | Joined Deutsche Asset Management in 2001 and the fund in 2002. | ||
o | Senior analyst at Merrill Lynch Investment Managers for the international equity portion of a global balanced portfolio (1996-2001). o Director, International Research at PCM International (1989-1996). | ||
o | Associate manager, structured debt and equity group at Prudential Capital Corporation (1988-1989). | ||
o | Analyst at Prudential-Bache Capital Funding in London (1987-1988). | ||
o | Equity analyst in the health care sector at Prudential Equity Management Associates (1985-1987). |
Director of Deutsche Asset Management and Co-Manager of the fund.
o | Joined Deutsche Asset Management in 1993 and the fund in 2003. | ||
o | Over 11 years of investment industry experience. | ||
o | Head of global portfolio selection team for Pacific Basin Equity: New York. |
23
24
Years Ended October 31, | 2004 | 2003 | 2002 | 2001 | 2000 | ^a | ||||||||||||||
Selected Per Share Data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 13.36 | $ | 8.73 | $ | 8.30 | $ | 11.11 | $ | 11.69 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income (loss)^b | .11 | .06 | (.03 | ) | (.01 | ) | (.02 | ) | ||||||||||||
Net realized and unrealized gain (loss) on investment transactions | 2.31 | 4.57 | .46 | (2.81 | ) | (.56 | ) | |||||||||||||
Total from investment operations | 2.42 | 4.63 | .43 | (2.82 | ) | (.58 | ) | |||||||||||||
Less distributions from: | ||||||||||||||||||||
Net investment income | (.06 | ) | — | — | — | — | ||||||||||||||
Redemption fees | .01 | — | *** | — | *** | .01 | — | |||||||||||||
Net asset value, end of period | $ | 15.73 | $ | 13.36 | $ | 8.73 | $ | 8.30 | $ | 11.11 | ||||||||||
Total Return (%) | 18.24 | ^c | 53.04 | ^c | 5.18 | (25.29 | ) | (4.96 | )^d** | |||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||
Net assets, end of period ($ millions) | 4 | 2 | .45 | .15 | .07 | |||||||||||||||
Ratio of expenses before expense reductions (%) | 1.91 | 1.92 | 1.91 | 1.91 | 1.90 | * | ||||||||||||||
Ratio of expenses after expense reductions (%) | 1.76 | 1.90 | 1.91 | 1.91 | 1.90 | * | ||||||||||||||
Ratio of net investment income (loss) (%) | .79 | .64 | (.30 | ) | (.05 | ) | (.13 | )** | ||||||||||||
Portfolio turnover rate (%) | 146 | 182 | 115 | 69 | 42 | |||||||||||||||
^a | For the period from October 2, 2000 (commencement of operations of Class AARP shares) to October 31, 2000. | |
^b | Based on average shares outstanding during the period. | |
^c | Total return would have been lower had certain expenses not been reduced. | |
^d | Shareholders redeeming shares held less than one year will have a lower total return due to the effect of the 2% redemption fee. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
25
Years Ended October 31, | 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||
Selected Per Share Data | |||||||||||||||||||||
Net asset value, beginning of period | $ | 13.34 | $ | 8.73 | $ | 8.29 | $ | 11.11 | $ | 11.75 | |||||||||||
Income (loss) from investment operations: | |||||||||||||||||||||
Net investment income (loss)^a | .11 | .07 | (.03 | ) | (.01 | ) | (.11 | ) | |||||||||||||
Net realized and unrealized gain (loss) on investment transactions | 2.31 | 4.54 | .47 | (2.82 | ) | (.54 | )^b | ||||||||||||||
Total from investment operations | 2.42 | 4.61 | .44 | (2.83 | ) | (.65 | ) | ||||||||||||||
Less distributions from: | |||||||||||||||||||||
Net investment income | (.06 | ) | — | — | — | — | |||||||||||||||
Redemption fees | .01 | — | *** | — | *** | .01 | .01 | ||||||||||||||
Net asset value, end of period | $ | 15.71 | $ | 13.34 | $ | 8.73 | $ | 8.29 | $ | 11.11 | |||||||||||
Total Return (%) | 18.34^c | 52.81^c | 5.31 | (25.38 | ) | (5.45 | )^c | ||||||||||||||
Ratios to Average Net Assets and Supplemental Data | |||||||||||||||||||||
Net assets, end of period ($ millions) | 89 | 65 | 38 | 42 | 71 | ||||||||||||||||
Ratio of expenses before expense reductions (%) | 1.93 | 1.92 | 1.91 | 1.91 | 2.66 | ^d | |||||||||||||||
Ratio of expenses after expense reductions (%) | 1.76 | 1.90 | 1.91 | 1.91 | 2.30 | ^d | |||||||||||||||
Ratio of net investment income (loss) (%) | .79 | .64 | (.30 | ) | (.05 | ) | (.87 | ) | |||||||||||||
Portfolio turnover rate (%) | 146 | 182 | 115 | 69 | 42 | ||||||||||||||||
^a | Based on average shares outstanding during the period. | |
^b | Because of the timing of subscriptions and redemptions in relation to fluctuating markets at value, the amount shown may not agree with the change in aggregate gains and losses. | |
^c | Total return would have been lower had certain expenses not been reduced. | |
^d | The ratios of operating expenses excluding costs incurred in connection with a fund complex reorganization before and after expense reduction were 2.56% and 2.23%, respectively. | |
*** | Amount is less than $.005. |
26
Years Ended October 31, | 2004 | 2003 | 2002 | 2001 | ^a | |||||||||||
Selected Per Share Data | ||||||||||||||||
Net asset value, beginning of period | $ | 26.27 | $ | 18.05 | $ | 21.42 | $ | 28.44 | ||||||||
Income (loss) from investment operations: | ||||||||||||||||
Net investment income (loss)^b | (.02 | ) | (.05 | ) | (.07 | ) | (.02 | ) | ||||||||
Net realized and unrealized gain (loss) on investment transactions | 4.31 | 8.27 | (3.30 | ) | (7.00 | ) | ||||||||||
Total from investment operations | 4.29 | 8.22 | (3.37 | ) | (7.02 | ) | ||||||||||
Net asset value, end of period | $ | 30.56 | $ | 26.27 | $ | 18.05 | $ | 21.42 | ||||||||
Total Return (%) | 16.33 | ^c | 45.54 | ^c | (15.73 | ) | (24.68 | )** | ||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||
Net assets, end of period ($ millions) | 5 | 2 | .390 | .335 | ||||||||||||
Ratio of expenses before expense reductions (%) | 1.58 | 1.48 | 1.48 | 1.48 | * | |||||||||||
Ratio of expenses after expense reductions (%) | 1.47 | 1.47 | 1.48 | 1.48 | * | |||||||||||
Ratio of net investment income (loss) (%) | (.04 | ) | (.16 | ) | (.35 | ) | (.09 | )* | ||||||||
Portfolio turnover rate (%) | 26 | 35 | 49 | 59 | ||||||||||||
^a | For the period from March 1, 2001 (commencement of operations of Class AARP shares) to October 31, 2001. | |
^b | Based on average shares outstanding during the period. | |
^c | Total return would have been lower had certain expenses not been reduced. | |
* | Annualized | |
** | Not annualized |
27
Years Ended October 31, | 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||
Selected Per Share Data | |||||||||||||||||||||
Net asset value, beginning of period | $ | 26.26 | $ | 18.05 | $ | 21.42 | $ | 35.01 | $ | 28.17 | |||||||||||
Income (loss) from investment operations: | |||||||||||||||||||||
Net investment income (loss)^a | (.02 | ) | (.04 | ) | (.08 | ) | (.11 | ) | (.21 | ) | |||||||||||
Net realized and unrealized gain (loss) on investment transactions | 4.31 | 8.25 | (3.29 | ) | (11.06 | ) | 9.43 | ||||||||||||||
Total from investment operations | 4.29 | 8.21 | (3.37 | ) | (11.17 | ) | 9.22 | ||||||||||||||
Less distributions from: | |||||||||||||||||||||
Net investment income | — | — | — | (.01 | ) | — | |||||||||||||||
Net realized gains on investment transactions | — | — | — | (2.41 | ) | (2.38 | ) | ||||||||||||||
Total distributions | — | — | — | (2.42 | ) | (2.38 | ) | ||||||||||||||
Net asset value, end of period | $ | 30.55 | $ | 26.26 | $ | 18.05 | $ | 21.42 | $ | 35.01 | |||||||||||
Total Return (%) | 16.34 | ^b | 45.48 | (15.73 | ) | (33.94 | ) | 33.25 | |||||||||||||
Ratios to Average Net Assets and Supplemental Data | |||||||||||||||||||||
Net assets, end of period ($ millions) | 309 | 289 | 234 | 328 | 574 | ||||||||||||||||
Ratio of expenses before expense reductions (%) | 1.48 | 1.48 | 1.48 | 1.51 | 1.53 | ^c | |||||||||||||||
Ratio of expenses after expense reductions (%) | 1.48 | 1.48 | 1.48 | 1.51 | 1.52 | ^c | |||||||||||||||
Ratio of net investment income (loss) (%) | (.05 | ) | (.17 | ) | (.35 | ) | (.37 | ) | (.59 | ) | |||||||||||
Portfolio turnover rate (%) | 26 | 35 | 49 | 59 | 86 | ||||||||||||||||
^a | Based on average shares outstanding during the period. | |
^b | Total return would have been lower had certain expenses not been reduced. | |
^c | The ratios of operating expenses excluding costs incurred in connection with a fund complex reorganization before and after expense reductions were 1.52% and 1.52%, respectively. |
28
29
o | For enrollment forms, call 1-800-253-2277 |
o | Fill out and sign an enrollment form |
o | Send it to us at the appropriate address, along with an investment check |
o | fund and class name | |
o | account number | |
o | check payable to “The AARP Investment Program” |
By wire | ||||||
o | Call 1-800-253-2277 for instructions | o | Call 1-800-253-2277 for instructions | |||
By phone | ||||||
Not available | o | Call 1-800-253-2277 for instructions | ||||
With an automatic investment plan | ||||||
o | Fill in the information required on your enrollment form and include avoided check | o | To set up regular investments from a bank checking account, call 1-800-253-2277 | |||
Payroll Deduction or Direct Deposit | ||||||
o | Select either of these options on your enrollment form and submit it. You will receive further instructions by mail. | o | Once you specify a dollar amount, investments are automatic. | |||
Using QuickBuy | ||||||
Not available | o | Call 1-800-253-2277 to speak to a representative | ||||
o | or, to use QuickBuy on the Easy-Access Line, call 1-800-631-4636 and follow the instructions on how to purchase shares | |||||
On the Internet | ||||||
o | Go to “services and forms — How to open an account” at aarp.scudder.com | o | Call 1-800-253-2277 to ensure you have electronic services | |||
o | Print out a prospectus and an enrollment form | o | Register at aarp.scudder.com | |||
o | Complete and return the enrollment form with your check | o | Follow the instructions for buying shares with money from your bank account |
First Investment: PO Box 219735, Kansas City, MO 64121-9735
Additional Investments: PO Box 219743, Kansas City, MO 64121-9743
The AARP Investment Program, 210 W. 10th Street, Kansas City, MO 64105-1614
30
Exchanging into another fund | Selling shares | |||||
$1,000 or more to open a new account ($500 or more for IRAs) | Some transactions, including most for over $100,000, can only be ordered in writing; if you’re in doubt, see page 40 | |||||
$50 or more for exchanges between existing accounts | ||||||
By phone | ||||||
o | Call 1-800-253-2277 for instructions | o | Call 1-800-253-2277 for instructions | |||
Using Easy-Access Line | ||||||
o | Call 1-800-631-4636 and follow the instructions | o | Call 1-800-631-4636 and follow the instructions | |||
By mail, express mail or fax (see previous page) | ||||||
Your instructions should include: | Your instructions should include: | |||||
o | your account number | o | your account number | |||
o | names of the funds, class and number of shares or dollar amount you want to exchange | o | names of the funds, class and number of shares or dollar amount you want to redeem | |||
With an automatic withdrawal plan | ||||||
Not available | o | To set up regular cash payments from an account, call 1-800-253-2277 | ||||
Using QuickSell | ||||||
Not available | o | Call 1-800-253-2277 | ||||
On the Internet | ||||||
o | Register at aarp.scudder.com | Not available | ||||
o | Go to “services and forms” | |||||
o | Follow the instructions for making on-line exchanges |
To reach us: | o | Web site aarp.scudder.com | ||
o | Program representatives 1-800-253-2277, M-F, 9 a.m. — 6 p.m. EST | |||
o | Confidential fax line 1-800-821-6234, always open | |||
o | TDD line 1-800-634-9454, M-F, 9 a.m. — 6 p.m. EST | |||
Class AARP Services | o | AARP Lump Sum Service for planning and setting up a lump sum distribution. | ||
o | AARP Legacy Service for organizing financial documents and planning the orderly transfer of assets to heirs | |||
o | AARP Goal Setting and Asset Allocation Service for allocating assets and measuring investment progress | |||
o | For more information, please call 1-800-253-2277. |
31
First investment | Additional investments | |||||
$2,500 or more for regular accounts | $50 or more for regular accounts and IRA accounts | |||||
$1,000 or more for IRAs | $50 or more with an Automatic | |||||
$1,000 or more with an Automatic Investment Plan | Investment Plan | |||||
By mail or express mail (see below) | ||||||
o | Fill out and sign an application | Send a Scudder investment slip or short note that includes: | ||||
o | Send it to us at the appropriate address, along with an investment check | o | fund and class name | |||
o | account number | |||||
o | check payable to “The Scudder Funds” | |||||
By wire | ||||||
o | Call 1-800-SCUDDER for instructions | o | Call 1-800-SCUDDER for instructions | |||
By phone | ||||||
Not available | o Call 1-800-SCUDDER for instructions | |||||
With an automatic investment plan | ||||||
o | Fill in the information on your application and include a voided check | o | To set up regular investments from a bank checking account, call 1-800-SCUDDER | |||
Using QuickBuy | ||||||
Not available | o | Call 1-800-SCUDDER to speak to a representative | ||||
o | or, to use QuickBuy on SAIL™, call 1-800-343-2890 and follow the instructions on how to purchase shares | |||||
On the Internet | ||||||
o | Go to “funds and prices” at myScudder.com | o | Call 1-800-SCUDDER to ensure you have electronic services | |||
o | Print out a prospectus and a new account application | o | Register at myScudder.com | |||
o | Complete and return the application with your check | o | Follow the instructions for buying shares with money from your bank account |
Additional Investments: Scudder Investments, PO Box 219664, Kansas City, MO 64121-9664
Scudder Investments, 210 W. 10th Street, Kansas City, MO 64105-1614
32
Exchanging into another fund | Selling shares | |||||
$2,500 or more to open a new account ($1,000 or more for IRAs) | Some transactions, including most for over $100,000, can only be ordered in writing; if you’re in doubt, see page 40 | |||||
$50 or more for exchanges between existing accounts | ||||||
By phone or wire | ||||||
o | Call 1-800-SCUDDER for instructions | o | Call 1-800-SCUDDER for instructions | |||
Using SAIL™ | ||||||
o | Call 1-800-343-2890 and follow the instructions | o | Call 1-800-343-2890 and follow the instructions | |||
By mail, express mail or fax | ||||||
(see previous page) | ||||||
Your instructions should include: | Your instructions should include: | |||||
o | the fund, class and account number you’re exchanging out of | o | the fund, class and account number from which you want to sell shares | |||
o | the dollar amount or number of shares you want to exchange | o | the dollar amount or number of shares you want to sell | |||
o | the name and class of the fund you want to exchange into | o | your name(s), signature(s) and address, as they appear on your account | |||
o | your name(s), signature(s) and address, as they appear on your account | o | a daytime telephone number | |||
o | a daytime telephone number | |||||
With an automatic withdrawal plan | ||||||
Not available | o | To set up regular cash payments from a Scudder account, call 1-800-SCUDDER | ||||
Using QuickSell | o | Call 1-800-SCUDDER | ||||
Not available | ||||||
On the Internet | ||||||
o | Register at myScudder.com | o | Register at myScudder.com | |||
o | Follow the instructions for making on-line exchanges | o | Follow the instructions for making on-line redemptions |
34
35
o | a 2% redemption fee on fund shares held for less than a specified holding period (subject to certain exceptions noted in the discussion of redemption fees); | |
o | each fund reserves the right to reject or cancel a purchase or exchange order for any reason when, in the opinion of the advisor, there appears to be a pattern of short-term or excessive trading activity by a shareholder or any other trading activity deemed harmful or disruptive to the fund; and | |
o | each fund has adopted certain fair valuation practices reasonably designed to protect the fund from “time zone arbitrage” with respect to its foreign securities holdings and other trading practices that seek to exploit variations in portfolio valuation that arise from the nature of the securities held by the fund. (See “How the funds calculate share price.”) |
36
37
38
39
40
TOTAL ASSETS — TOTAL LIABILITIES | ||
= NAV | ||
TOTAL NUMBER OF SHARES OUTSTANDING |
41
o | withdraw or suspend the offering of shares at any time | |
o | withhold a portion of your distributions as federal income tax if we have been notified by the IRS that you are subject to backup withholding or if you fail to provide us with a correct taxpayer ID number or certification that you are exempt from backup withholding | |
o | reject a new account application if you don’t provide any required or requested identifying information, or for other reasons |
42
o | refuse, cancel or rescind any purchase or exchange order; freeze any account (meaning you will not be able to purchase fund shares in your account); suspend account services; and/or involuntarily redeem your account if we think that the account is being used for fraudulent or illegal purposes; one or more of these actions will be taken when, at our sole discretion, they are deemed to be in the fund’s best interest or when the fund is requested or compelled to do so by governmental authority or by applicable law | |
o | close and liquidate your account if we are unable to verify your identity, or for other reasons; if we decide to close your account, your fund shares will be redeemed at the net asset value per share next calculated after we determine to close your account (less any applicable redemption fees); you may be subject to gain or loss on the redemption of your fund shares and you may incur tax liability | |
o | close your account and send you the proceeds if your balance falls below $1,000 for Class AARP shareholders ($500 with an Automatic Investment Plan funded with $50 or more per month in subsequent investments), $2,500 for Class S shareholders ($1,000 with an Automatic Investment Plan funded with $50 or more per month in subsequent investments) or $250 for Class S retirement accounts; we will give you 60 days’ notice (90 days for retirement accounts) so you can either increase your balance or close your account (these policies don’t apply to investors with $100,000 or more in Scudder fund shares or, in any case where a fall in share price created the low balance) | |
o | pay you for shares you sell by “redeeming in kind,” that is, by giving you marketable securities (which typically will involve brokerage costs for you to liquidate) rather than cash; the fund generally won’t make a redemption in kind unless your requests over a 90-day period total more than $250,000 or 1% of the value of a fund’s net assets, whichever is less | |
o | reject a new account application if you don’t provide a correct Social Security or other tax ID number; if the account has already been opened, we may give you 30 days’ notice to provide the correct number | |
o | change, add or withdraw various services, fees and account policies (for example, we may change or terminate the exchange privilege or adjust a fund’s investment minimum at any time) |
43
o | suspend or postpone redemptions during periods when the New York Stock Exchange is closed (other than customary closings), trading is restricted or when an emergency exists that prevents a fund from disposing of its portfolio securities or pricing its shares |
44
Generally taxed at long-term capital gain rates: | Generally taxed at ordinary income rates: | |||||
Distributions from the fund | ||||||
o | gains from the sale of securities held by the fund for more than one year | o | gains from the sale of securities held by the fund for one year or less | |||
o | qualified dividend income | o | all other taxable income | |||
Transactions involving fund shares | ||||||
o | gains from selling fund shares held for more than one year | o | gains from selling fund shares held for one year or less |
45
46
AARP Investment Program from | Scudder | |||
Scudder Investments | Investments | |||
(Class AARP) | (Class S) | SEC | ||
PO Box 219735 | PO Box 219669 | Public Reference Section | ||
Kansas City, MO | Kansas City, MO | Washington, D.C. 20549-0102 | ||
64121-9735 | 64121-9669 | www.sec.gov | ||
aarp.scudder.com | myScudder.com | 1-202-942-8090 | ||
1-800-253-2277 | 1-800-SCUDDER |
Scudder Distributors, Inc.
222 South Riverside Plaza
Chicago, IL 60606-5808
SCUDDER | ||
INVESTMENTS | SEC File Numbers: | |
Scudder Emerging Markets Fund 811-642 | ||
A Member of | Scudder Global Discovery Fund 811-4670 | |
Deutsche Asset Management [LOGO] |
47
SECURITIES AND EXCHANGE COMMISSION
345 Park Avenue
New York, NY 10154
Date of fiscal year end: | 10/31 | |
Date of reporting period: | 04/30/2005 |
Scudder Emerging Markets Fund | 6-Month* | 1-Year | 3-Year | 5-Year | Life of Fund* | |||||
Class A | 11.49% | 19.04% | 17.19% | 5.17% | 4.19% | |||||
Class B | 11.05% | 18.12% | 16.30% | 4.31% | 3.35% | |||||
Class C | 11.03% | 18.09% | 16.30% | 4.35% | 3.39% | |||||
MSCI Emerging Markets Index+ | 13.63% | 24.04% | 17.86% | 6.05% | 3.14% |
* The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996. |
* Total returns shown for periods less than one year are not annualized. |
[] Scudder Emerging Markets Fund — Class A | ||
[] MSCI Emerging Markets Index+ | [GIF TO COME] | |
Yearly periods ended April 30 |
Scudder Emerging Markets Fund | 1-Year | 3-Year | 5-Year | Life of Fund* | ||||||||||||||
Class A | Growth of $10,000 | $ | 11,220 | $ | 15,171 | $ | 12,125 | $ | 13,629 | |||||||||
Average annual total | ||||||||||||||||||
return | 12.20 | % | 14.90 | % | 3.93 | % | 3.51 | % | ||||||||||
Class B | Growth of $10,000 | $ | 11,512 | $ | 15,532 | $ | 12,250 | $ | 13,444 | |||||||||
Average annual total | ||||||||||||||||||
return | 15.12 | % | 15.81 | % | 4.14 | % | 3.35 | % | ||||||||||
Class C | Growth of $10,000 | $ | 11,809 | $ | 15,730 | $ | 12,375 | $ | 13,485 | |||||||||
Average annual total | ||||||||||||||||||
return | 18.09 | % | 16.30 | % | 4.35 | % | 3.39 | % | ||||||||||
MSCI Emerging Markets Index + | Growth of $10,000 | $ | 12,404 | $ | 16,372 | $ | 13,414 | $ | 13,171 | |||||||||
Average annual total | ||||||||||||||||||
return | 24.04 | % | 17.86 | % | 6.05 | % | 3.14 | % |
* | The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996. | |
+ | MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. Index returns assume reinvested dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index. |
Class A | Class B | Class C | ||||
Net Asset Value: | ||||||
4/30/05 | $ | 17.32 | $ | 16.88 | $ | 16.91 |
10/31/04 | $ | 15.61 | $ | 15.20 | $ | 15.23 |
Distribution Information: | ||||||
Six Months: | ||||||
Income Dividends as of 4/30/05 | $ .08 | $ — | $ — |
Period | Rank | Number of Funds Tracked | Percentile Ranking | |||||
1—Year | 128 | of | 182 | 70 | ||||
3—Year | 58 | of | 156 | 37 |
Scudder Emerging Markets Fund | 6-Month* | 1-Year | 3-Year | 5-Year | Life of Fund* | |||||||
Class S | 11.57% | 19.31% | 17.56% | 5.45% | 4.48 | % | ||||||
Class AARP | 11.56% | 19.05% | 17.55% | 5.46% | 4.48 | % | ||||||
MSCI Emerging Markets Index+ | 13.63% | 24.04% | 17.86% | 6.05% | 3.14 | % |
* The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996. | ||
* Total returns shown for periods less than one year are not annualized. |
Class AARP | Class S | |||
Net Asset Value: | ||||
4/30/05 | $17.42 | $17.41 | ||
10/31/04 | $15.73 | $15.71 | ||
Distribution Information: | ||||
Six Months: | ||||
Income Dividends as of 4/30/05 | $ .13 | $ .13 |
Class S Lipper Rankings — Emerging Markets Funds Category as of 4/30/05 |
Period | Rank | Number of Funds Tracked | Percentile Ranking | |||||
1-Year | 124 | of | 182 | 68 | ||||
3-Year | 48 | of | 156 | 31 | ||||
5-Year | 63 | of | 113 | 56 |
Growth of an Assumed $10,000 Investment | ||
[] Scudder Emerging Markets Fund — Class S | ||
[] MSCI Emerging Markets Index+ | ||
Yearly periods ended April 30 | [GIF TO COME] |
Scudder Emerging Markets Fund | 1-Year | 3-Year | 5-Year | Life of Fund* | |||||||
Class S | Growth of $10,000 | $11,931 | $16,248 | $13,037 | $14,816 | ||||||
Average annual total | |||||||||||
return | 19.31 | % | 17.56 | % | 5.45 | % | 4.48 | % | |||
Class AARP | Growth of $10,000 | $11,905 | $16,242 | $13,044 | $14,824 | ||||||
Average annual total | |||||||||||
return | 19.05 | % | 17.55 | % | 5.46 | % | 4.48 | % | |||
MSCI Emerging Markets Index+ | Growth of $10,000 | $12,404 | $16,372 | $13,414 | $13,171 | ||||||
Average annual total | |||||||||||
return | 24.04 | % | 17.86 | % | 6.05 | % | 3.14 | % |
* The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996. | ||
+ MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. Index returns assume reinvested dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index. |
Actual Fund Return | Class A | Class B | Class C | Class AARP | Class S | |||||
Beginning Account Value 11/1/04 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | |||||
Ending Account Value 4/30/05 | $1,114.90 | $1,110.50 | $1,110.30 | $1,115.60 | $1,115.70 | |||||
Expenses Paid per $1,000* | $ 10.33 | $ 14.39 | $ 14.39 | $ 9.23 | $ 9.23 |
Hypothetical 5% Fund Return | Class A | Class B | Class C | Class AARP | Class S | |||||
Beginning Account Value 11/1/04 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | $1,000.00 | |||||
Ending Account Value 4/30/05 | $1,015.03 | $1,011.16 | $1,011.16 | $1,016.07 | $1,016.07 | |||||
Expenses Paid per $1,000* | $ 9.84 | $ 13.71 | $ 13.71 | $ 8.80 | $ 8.80 |
* | Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by 365. |
Annualized Expense Ratios | Class A | Class B | Class C | Class AARP | Class S | |||||
Scudder Emerging Markets Fund | 1.97% | 2.75% | 2.75% | 1.76% | 1.76% |
Geographical Diversification (Excludes Securities Lending Collateral and Cash Equivalents) | 4/30/05 | 10/31/04 | ||
Pacific Basin | 54% | 50% | ||
Europe | 11% | 16% | ||
Latin America | 18% | 20% | ||
Africa | 7% | 4% | ||
Other | 10% | 10% | ||
100% | 100% |
Sector Diversification (As a % of Common Stocks) | 4/30/05 | 10/31/04 | ||
Information Technology | 18% | 20% | ||
Financials | 16% | 16% | ||
Telecommunication Services | 16% | 9% | ||
Materials | 14% | 19% | ||
Energy | 11% | 11% | ||
Consumer Discretionary | 9% | 11% | ||
Industrials | 8% | 5% | ||
Consumer Staples | 3% | 5% | ||
Other | 3% | 1% | ||
Health Care | 2% | 3% | ||
100% | 100% |
Ten Largest Equity Holdings at April 30, 2005 (23.3% of Net Assets) | ||||
1. Samsung Electronics Co., Ltd. | Korea | 5.6% | ||
Manufacturer of electronic parts | ||||
2. Petroleo Brasileiro SA | Brazil | 3.0% | ||
Provider and distributor of petroleum | ||||
3. America Movil SA de CV “L” | Mexico | 2.4% | ||
Provider of wireless communications services | ||||
4. China Mobile (Hong Kong) Ltd. | Hong Kong | 2.2% | ||
Provider of cellular telecommunication services | ||||
5. LG Electronics, Inc. | Korea | 2.1% | ||
Manufacturer of telecommunication equipment | ||||
6. Reliance Industries Ltd. | India | 2.0% | ||
Manufacturer of petrochemicals, synthetic fibers and textiles | ||||
7. China Petroleum & Chemical Corp. “H” | China | 1.5% | ||
Explorer and producer of crude oil and natural gas | ||||
8. AFK Sistema | Russia | 1.5% | ||
Manages businesses in service-based industries | ||||
9. Companhia Vale do Rio Doce “A” | Brazil | 1.5% | ||
Operator of diverse mining and industrial complex | ||||
10. LUKOIL | Russia | 1.5% | ||
Extractor, transporter, refiner and provider of oil and gas |
Shares | Value ($) | |||||||
Common Stocks 94.7% | ||||||||
Austria 1.1% | ||||||||
Boehler-Uddeholm AG | 100 | 12,919 | ||||||
Boehler-Uddeholm AG | 4,900 | 631,187 | ||||||
Wienerberger AG (c) | 38,200 | 1,615,505 | ||||||
(Cost $1,553,234) | 2,259,611 | |||||||
Brazil 8.9% | ||||||||
All America Latina Logistica (Preferred)* | 18,300 | 528,409 | ||||||
Banco Bradesco SA (ADR) (Preferred) (c) | 80,500 | 2,487,450 | ||||||
Companhia Vale do Rio Doce “A” (ADR) (Preferred) | 127,000 | 2,946,400 | ||||||
Gol-Linhas Aereas Inteligentes SA (ADR)* | 13,500 | 382,995 | ||||||
Petroleo Brasileiro SA (ADR) (c) | 139,700 | 5,857,621 | ||||||
Porto Seguro SA | 172,700 | 1,526,536 | ||||||
Tele Centro Oeste Celular Participacoes SA (ADR) (Preferred) | 94,368 | 989,920 | ||||||
Tele Norte Leste Participacoes SA (ADR) (Preferred) (c) | 125,100 | 1,851,480 | ||||||
Votorantim Celulose e Papel SA (ADR) | 91,050 | 1,000,640 | ||||||
(Cost $16,864,518) | 17,571,451 | |||||||
Canada 0.3% | ||||||||
Crystallex International Corp.* (Cost $628,713) | 161,100 | 596,070 | ||||||
China 4.6% | ||||||||
China Oilfield Services Ltd. “H” | 2,939,100 | 994,223 | ||||||
China Petroleum & Chemical Corp. “H” | 7,740,000 | 3,056,749 | ||||||
China Resources Power Holdings Co. Ltd. | 2,028,000 | 1,122,689 | ||||||
China Southern Airlines Co., Ltd. “H”* | 1,789,100 | 605,899 | ||||||
Foxconn International Holdings Ltd.* | 274,100 | 165,009 | ||||||
People’s Food Holdings Ltd. | 1,647,700 | 1,090,853 | ||||||
PetroChina Co., Ltd. “H” | 1,452,000 | 862,133 | ||||||
Shanghai Electric Group Co., Ltd. “H”* | 5,672,000 | 1,222,414 | ||||||
(Cost $9,322,965) | 9,119,969 | |||||||
Hong Kong 4.4% | ||||||||
China Mobile (Hong Kong) Ltd. (ADR)* | 241,300 | 4,295,140 | ||||||
Fountain Set (Holdings) Ltd. | 1,030,100 | 616,678 | ||||||
Global Bio-chem Technology Group Co., Ltd. | 1,417,500 | 930,926 | ||||||
Shangri-La Asia Ltd. | 1,406,000 | 2,147,469 | ||||||
Skyworth Digital Holdings Ltd. | 4,559,700 | 678,527 | ||||||
TCL International Holdings Ltd. | 488,000 | 101,859 | ||||||
(Cost $8,767,505) | 8,770,599 |
Shares | Value ($) | |||||||
Hungary 0.5% | ||||||||
OTP Bank Rt (Cost $590,949) | 33,200 | 1,020,925 | ||||||
India 7.9% | ||||||||
Bharti Tele-Ventures Ltd.* | 109,900 | 522,692 | ||||||
Colgate-Palmolive Ltd. | 87,500 | 404,227 | ||||||
Dr. Reddy’s Laboratories Ltd. | 54,000 | 791,328 | ||||||
Hotel Leelaventure Ltd. | 137,900 | 553,956 | ||||||
Housing Development Finance Corp., Ltd. | 134,300 | 2,257,910 | ||||||
Infosys Technologies Ltd. | 20,700 | 902,189 | ||||||
LIC Housing Finance Ltd. | 36,300 | 208,135 | ||||||
Ranbaxy Laboratories Ltd. | 66,100 | 1,386,789 | ||||||
Reliance Industries Ltd. | 318,800 | 3,867,612 | ||||||
Satyam Computer Services Ltd. | 172,500 | 1,586,126 | ||||||
Sintex Industries Ltd. | 97,807 | 1,116,965 | ||||||
Tata Consultancy Services Ltd. | 700 | 18,203 | ||||||
Tata Motors Ltd.* | 210,400 | 1,993,977 | ||||||
(Cost $15,338,919) | 15,610,109 | |||||||
Indonesia 2.7% | ||||||||
PT Bank Mandiri | 5,263,000 | 882,168 | ||||||
PT Indosat Tbk (ADR) | 23,800 | 536,214 | ||||||
PT Telekomunikasi Indonesia (ADR) | 156,600 | 2,821,932 | ||||||
PT Telekomunikasi Indonesia “B” | 2,561,000 | 1,146,131 | ||||||
(Cost $5,426,904) | 5,386,445 | |||||||
Israel 1.9% | ||||||||
Alvarion Ltd.* | 51,500 | 449,595 | ||||||
Check Point Software Technologies Ltd.* | 40,800 | 854,760 | ||||||
Teva Pharmaceutical Industries Ltd. (ADR) | 76,900 | 2,402,356 | ||||||
(Cost $3,807,150) | 3,706,711 | |||||||
Korea 18.4% | ||||||||
Daewoo Shipbuilding & Marine Engineering Co., Ltd. | 26,500 | 481,791 | ||||||
Dongbu Insurance Co., Ltd. | 64,200 | 514,823 | ||||||
Hana Bank | 53,750 | 1,357,983 | ||||||
Hyundai Mobis | 32,200 | 2,109,051 | ||||||
Hyundai Motor Co., Ltd. | 32,060 | 1,749,113 | ||||||
Insun ENT Co., Ltd. | 46,800 | 843,669 | ||||||
INTOPS Co., Ltd. | 37,700 | 807,821 | ||||||
Kookmin Bank (ADR) (c) | 66,000 | 2,821,500 | ||||||
LG Card Co., Ltd.* | 14,000 | 392,954 | ||||||
LG Chemical Ltd. | 17,100 | 651,751 | ||||||
LG Electronics, Inc. | 60,490 | 4,064,207 | ||||||
Mtekvision Co., Ltd.* | 13,500 | 333,087 | ||||||
NEPES Corp.* | 452 | 4,597 | ||||||
POSCO | 9,230 | 1,672,550 | ||||||
S-Oil Corp. | 16,400 | 1,141,285 | ||||||
Samsung Electronics Co., Ltd. | 24,280 | 11,139,569 |
Shares | Value ($) | |||||||
Samsung Securities Co., Ltd. | 22,830 | 547,764 | ||||||
Seoul Semiconductor Co., Ltd. | 22,656 | 552,853 | ||||||
SFA Engineering Corp. | 20,560 | 482,204 | ||||||
Shinhan Financial Group Co., Ltd. | 54,700 | 1,418,994 | ||||||
SK Telecom Co., Ltd. | 13,130 | 2,157,815 | ||||||
SK Telecom Co., Ltd. (ADR) | 30,500 | 593,530 | ||||||
SODIFF Advanced Materials Co., Ltd. | 30,700 | 517,458 | ||||||
(Cost $33,929,258) | 36,356,369 | |||||||
Malaysia 2.1% | ||||||||
Maxis Communications Bhd. | 437,200 | 1,111,676 | ||||||
Resorts World Bhd. | 675,100 | 1,701,195 | ||||||
SP Setia Bhd. | 1,185,700 | 1,250,388 | ||||||
(Cost $4,159,597) | 4,063,259 | |||||||
Mexico 5.4% | ||||||||
America Movil SA de CV “L” (ADR)* | 95,600 | 4,746,540 | ||||||
Cemex SA de CV (ADR) | 44,300 | 1,594,800 | ||||||
Fomento Economico Mexicano SA de CV (ADR) | 24,200 | 1,235,410 | ||||||
Grupo Televisa SA (ADR) | 36,000 | 2,022,480 | ||||||
Qualita Compania de Seguros | 936,600 | 457,469 | ||||||
Telefonos de Mexico SA de CV “L” (ADR) | 20,500 | 694,950 | ||||||
(Cost $10,879,636) | 10,751,649 | |||||||
Peru 1.3% | ||||||||
Compania de Minas Buenaventura SA (ADR) (Cost $2,679,530) | 120,300 | 2,568,405 | ||||||
Philippines 0.8% | ||||||||
Philippine Long Distance Telephone Co. (ADR)* | 40,400 | 1,041,108 | ||||||
SM Investments Corp.* | 114,250 | 527,081 | ||||||
(Cost $1,526,881) | 1,568,189 | |||||||
Poland 0.4% | ||||||||
TVN SA* (Cost $699,807) | 67,960 | 808,221 | ||||||
Russia 5.5% | ||||||||
AFK Sistema (GDR), 144A* | 193,700 | 3,002,350 | ||||||
AO VimpelCom (ADR)* | 28,800 | 942,336 | ||||||
LUKOIL (ADR) | 21,500 | 2,913,250 | ||||||
OAO Gazprom “S” (ADR) | 9,700 | 327,375 | ||||||
OAO Gazprom “S” (ADR)* | 76,500 | 2,582,110 | ||||||
Surgutneftegaz (ADR) | 31,900 | 1,114,905 | ||||||
(Cost $10,484,049) | 10,882,326 | |||||||
Singapore 0.2% | ||||||||
Petra Foods Ltd. (Cost $222,911) | 407,600 | 299,355 | ||||||
South Africa 6.4% | ||||||||
Gold Fields Ltd. (ADR)* | 60,100 | 597,995 | ||||||
Gold Fields Ltd. | 90,100 | 902,108 | ||||||
Impala Platinum Holdings Ltd. | 17,900 | 1,485,683 | ||||||
MTN Group Ltd. | 377,700 | 2,677,818 | ||||||
Naspers Ltd. “N” | 121,800 | 1,472,144 | ||||||
Sasol Ltd. | 42,500 | 994,945 |
Shares | Value ($) | |||||||
Standard Bank Group Ltd. | 249,700 | 2,503,055 | ||||||
Steinhoff International Holdings Ltd. | 901,300 | 1,911,974 | ||||||
(Cost $12,341,095) | 12,545,722 | |||||||
Taiwan 12.9% | ||||||||
AU Optronics Corp. (ADR) (c) | 113,100 | 1,834,482 | ||||||
Bank of Kaohsiung | 3,791,000 | 2,601,217 | ||||||
Cathay Financial Holding Co., Ltd. | 539,000 | 980,175 | ||||||
Formosa Chemicals & Fibre Corp. | 911,000 | 1,864,483 | ||||||
Formosa Plastics Corp. | 610,000 | 1,051,030 | ||||||
Hon Hai Precision Industry Co., Ltd. | 440,989 | 2,109,476 | ||||||
Mega Financial Holding Co., Ltd. | 4,120,040 | 2,592,596 | ||||||
Quanta Computer, Inc. | 831,080 | 1,394,331 | ||||||
Siliconware Precision Industries Co. | 1,993,000 | 1,746,557 | ||||||
Taiwan Semiconductor Manufacturing Co., Ltd. | 1,080,282 | 1,805,417 | ||||||
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) | 233,200 | 2,007,852 | ||||||
United Microelectronics Corp. | 677,000 | 402,065 | ||||||
United Microelectronics Corp. (ADR) | 225,600 | 733,200 | ||||||
XAC Automation Corp. | 840,000 | 1,031,004 | ||||||
Yang Ming Marine Transport | 996,000 | 987,866 | ||||||
Yuanta Core Pacific Securities Co. | 1,217,667 | 871,081 | ||||||
Zyxel Communications Corp. | 636,000 | 1,475,685 | ||||||
(Cost $25,618,745) | 25,488,517 | |||||||
Thailand 4.7% | ||||||||
Bangkok Bank PCL (Foreign Registered) | 936,400 | 2,548,118 | ||||||
PTT Exploration and Production PCL (Foreign Registered) | 88,000 | 776,372 | ||||||
Thai Airways Internatioanl PCL (Foreign Registered) | 639,000 | 680,390 | ||||||
Thai Olefins PCL (Foreign Registered)* | 1,591,100 | 2,662,254 | ||||||
Thai Union Frozen Products PCL (Foreign Registered) | 2,262,500 | 1,720,750 | ||||||
True Corp. PCL (Foreign Registered)* | 4,449,900 | 925,065 | ||||||
(Cost $8,710,905) | 9,312,949 | |||||||
Turkey 2.3% | ||||||||
Denizbank AS | 601,332 | 1,679,229 | ||||||
Hurriyet Gazetecilik ve Matbaacilik AS | 520,409 | 929,563 | ||||||
Turkcell Iletisim Hizmetleri AS (ADR) (c) | 122,800 | 1,910,768 | ||||||
(Cost $4,461,706) | 4,519,560 | |||||||
United Kingdom 1.0% | ||||||||
Lonmin PLC (Cost $2,229,230) | 108,794 | 1,916,569 | ||||||
Venezuela 0.8% | ||||||||
Compania Anonima Nacional Telefonos de Venezuela (ADR) (Cost | ||||||||
$1,740,369) | 86,700 | 1,659,438 | ||||||
Total Common Stocks (Cost $181,984,576) | 186,782,418 | |||||||
Preferred Stocks 1.0% | ||||||||
Brazil 1.0% | ||||||||
Companhia Vale do Rio Doce | 62,800 | 745 | ||||||
Perdigao SA | 104,270 | 1,967,047 | ||||||
Total Preferred Stocks (Cost $2,012,253) | 1,967,792 |
Exchange Traded Funds 2.6% | ||||||||
Malaysia 2.6% | ||||||||
iShares MSCI Malaysia Index Fund (c) (Cost $5,510,334) | 752,200 | 5,182,658 | ||||||
Securities Lending Collateral 6.9% | ||||||||
Scudder Daily Assets Fund Institutional, 2.94% (d) (e) (Cost $13,530,310) | 13,530,310 | 13,530,310 | ||||||
Cash Equivalents 0.6% | ||||||||
Scudder Cash Management QP Trust, 2.81% (b) (Cost $1,185,211) | 1,185,211 | 1,185,211 |
% of Net Assets | Value ($) | |||||||
Total Investment Portfolio (Cost $204,222,684) (a) | 105.8 | 208,648,389 | ||||||
Other Assets and Liabilities, Net | (5.8 | ) | (11,377,784 | ) | ||||
Net Assets | 100.0 | 197,270,605 |
* | Non-income producing security. | |
(a) | The cost for federal income tax purposes was $204,505,302. At April 30, 2005, net unrealized appreciation for all securities based on tax cost was $4,143,087. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $11,346,419 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $7,203,332. | |
(b) | Scudder Cash Management QP Trust is managed by Deutsche Investment Management Americas Inc. The rates shown are the annualized seven-day yield at period end. | |
(c) | All or a portion of these securities were on loan (See Notes to Financial Statements). The value of all securities loaned at April 30, 2005 amounted to $13,052,379, which is 6.6% of net assets. | |
(d) | Scudder Daily Assets Fund Institutional, an affiliated fund, is managed by Deutsche Asset Management, Inc. The rate shown is the annualized seven-day yield at period end. | |
(e) | Represents collateral held in connection with securities lending. | |
144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. | ||
ADR: American Depositary Receipts. | ||
GDR: Global Depositary Receipts. |
Assets | ||||
Investments: | ||||
Investments in securities, at value (cost $189,507,163) — including $13,052,379 of securities loaned | $ | 193,932,868 | ||
Investment in Scudder Daily Assets Fund Institutional (cost $13,530,310)* | 13,530,310 | |||
Investment in Scudder Cash Management QP Trust (cost $1,185,211) | 1,185,211 | |||
Total investments in securities, at value (cost $204,222,684) | 208,648,389 | |||
Foreign currency, at value (cost $1,764,950) | 1,704,359 | |||
Receivable for investments sold | 7,366,816 | |||
Dividends receivable | 838,690 | |||
Interest receivable | 9,449 | |||
Receivable for Fund shares sold | 619,412 | |||
Foreign taxes recoverable | 21,857 | |||
Other assets | 34,643 | |||
Total assets | 219,243,615 | |||
Liabilities | ||||
Due to custodian bank | 3,511,880 | |||
Payable for investments purchased | 4,643,927 | |||
Payable upon return of securities loaned | 13,530,310 | |||
Payable for Fund shares redeemed | 101,141 | |||
Accrued management fee | 49,431 | |||
Other accrued expenses and payables | 136,321 | |||
Total liabilities | 21,973,010 | |||
Net assets, at value | $ | 197,270,605 | ||
Net Assets | ||||
Net assets consist of: | ||||
Accumulated distributions in excess of net investment income | (833,921 | ) | ||
Net unrealized appreciation (depreciation) on: | ||||
Investments | 4,425,705 | |||
Foreign currency related transactions | (27,686 | ) | ||
Accumulated net realized gain (loss) | 184,593 | |||
Paid-in capital | 193,521,914 | |||
Net assets, at value | $ | 197,270,605 |
* Represents collateral on securities loaned. |
Net Asset Value | ||||
Class A | ||||
Net Asset Value and redemption price(a) per share ($79,267,144 ÷ 4,577,595 shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized) | $ | 17.32 | ||
Maximum offering price per share (100 ÷ 94.25 of $17.32) | $ | 18.38 | ||
Class B | ||||
Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($3,074,659 ÷ 182,163 shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized) | $ | 16.88 | ||
Class C | ||||
Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($4,932,584 ÷ 291,704 of capital stock outstanding, $.01 par value, 20,000,000 shares authorized) | $ | 16.91 | ||
Class AARP | ||||
Net Asset Value, offering and redemption price(a) per share ($6,411,663 ÷ 368,038 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized) | $ | 17.42 | ||
Class S | ||||
Net Asset Value, offering and redemption price(a) per share ($103,584,555 ÷ 5,950,903 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized) | $ | 17.41 |
(a) | Redemption price per share for shares held less than 30 days is equal to net asset value less a 2% redemption fee. |
Investment Income | ||||
Income: | ||||
Dividends (net of foreign taxes withheld of $223,513) | $ | 2,074,840 | ||
Interest — Scudder Cash Management QP Trust | 49,277 | |||
Securities lending income, including income from Scudder Daily Assets Fund Institutional, net of borrower rebates | 23,871 | |||
Interest | 2,644 | |||
Total income | 2,150,632 | |||
Expenses: | ||||
Management fee | 1,126,474 | |||
Distribution service fees | 106,252 | |||
Services to shareholders | 294,436 | |||
Custodian and accounting fees | 283,294 | |||
Auditing | 41,923 | |||
Legal | 4,467 | |||
Directors’ fees and expenses | 4,764 | |||
Reports to shareholders | 14,887 | |||
Registration fees | 24,032 | |||
Other | 2,712 | |||
Total expenses before expense reductions | 1,903,241 | |||
Expense reductions | (212,916 | ) | ||
Total expenses after expense reductions | 1,690,325 | |||
Net investment income (loss) | 460,307 | |||
Realized and Unrealized Gain (Loss) on Investment Transactions | ||||
Net realized gain (loss) from: | ||||
Investments (net of foreign taxes of $116,986) | 17,806,918 | |||
Foreign currency related transactions | (74,589 | ) | ||
17,732,329 | ||||
Net unrealized appreciation (depreciation) during the period on: | ||||
Investments (net of deferred foreign tax credit of $61,751) | (1,738,337 | ) | ||
Foreign currency related transactions | (36,549 | ) | ||
(1,774,886 | ) | |||
Net gain (loss) on investment transactions | 15,957,443 | |||
Net increase (decrease) in net assets resulting from operations | $ | 16,417,750 |
Six Months Ended | ||||||||
April 30, 2005 | Year Ended October 31, | |||||||
Increase (Decrease) in Net Assets | (Unaudited) | 2004 | ||||||
Operations: | ||||||||
Net investment income (loss) | $ | 460,307 | $ | 826,854 | ||||
Net realized gain (loss) on investment transactions | 17,732,329 | 22,311,993 | ||||||
Net unrealized appreciation (depreciation) during the period on investment transactions | (1,774,886 | ) | (6,154,785 | ) | ||||
Net increase (decrease) in net assets resulting from operations | 16,417,750 | 16,984,062 | ||||||
Distributions to shareholders from: | ||||||||
Net investment income: | ||||||||
Class A | (275,943 | ) | (30,674 | ) | ||||
Class AARP | (36,894 | ) | (8,998 | ) | ||||
Class S | (728,883 | ) | (298,201 | ) | ||||
Fund share transactions: | ||||||||
Proceeds from shares sold | 60,166,382 | 84,508,509 | ||||||
Reinvestment of distributions | 737,653 | 299,059 | ||||||
Cost of shares redeemed | (27,250,805 | ) | (39,491,211 | ) | ||||
Redemption fees | 36,694 | 67,059 | ||||||
Net increase (decrease) in net assets from Fund share transactions | 33,689,924 | 45,383,416 | ||||||
Increase (decrease) in net assets | 49,065,954 | 62,029,605 | ||||||
Net assets at beginning of period | 148,204,651 | 86,175,046 | ||||||
Net assets at end of period (including accumulated distributions in excess of net investment income of $833,921 and $252,508, respectively) | $ | 197,270,605 | $ | 148,204,651 |
Years Ended October 31, | 2005a | 2004 | 2003 | 2002 | 2001b | |||||||||||||||
Selected Per Share Data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 15.61 | $ | 13.25 | $ | 8.69 | $ | 8.28 | $ | 10.25 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income (loss)c | .04 | .08 | .04 | (.04 | ) | (.03 | ) | |||||||||||||
Net realized and unrealized gain (loss) on investment transactions | 1.75 | 2.29 | 4.52 | .45 | (1.95 | ) | ||||||||||||||
Total from investment operations | 1.79 | 2.37 | 4.56 | .41 | (1.98 | ) | ||||||||||||||
Less distributions from: | ||||||||||||||||||||
Net investment income | (.08 | ) | (.02 | ) | — | — | — | |||||||||||||
Redemption fees | .00 | *** | .01 | .00 | *** | .00 | *** | .01 | ||||||||||||
Net asset value, end of period | $ | 17.32 | $ | 15.61 | $ | 13.25 | $ | 8.69 | $ | 8.28 | ||||||||||
Total Return (%)d | 11.49 | e** | 18.00 | e | 52.47 | e | 4.95 | (19.22 | )** | |||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||
Net assets, end of period ($ millions) | 79 | 49 | 16 | 8 | .09 | |||||||||||||||
Ratio of expenses before expense reductions (%) | 2.09 | * | 2.06 | 2.19 | 2.18 | 2.20 | * | |||||||||||||
Ratio of expenses after expense reductions (%) | 1.97 | * | 1.99 | 2.16 | 2.18 | 2.20 | * | |||||||||||||
Ratio of net investment income (loss) (%) | .41 | * | .56 | .38 | (.57 | ) | (.86 | )* | ||||||||||||
Portfolio turnover rate (%) | 139 | * | 146 | 182 | 115 | 69 |
a | For the six months ended April 30, 2005 (Unaudited). | |
b | For the period from May 29, 2001 (commencement of operations of Class A shares) to October 31, 2001. | |
c | Based on average shares outstanding during the period. | |
d | Total return does not reflect the effect of any sales charges. | |
e | Total return would have been lower had certain expenses not been reduced. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
Years Ended October 31, | 2005a | 2004 | 2003 | 2002 | 2001b | |||||||||||||||
Selected Per Share Data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 15.20 | $ | 12.98 | $ | 8.58 | $ | 8.25 | $ | 10.25 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income (loss)c | (.03 | ) | (.02 | ) | (.04 | ) | (.12 | ) | (.06 | ) | ||||||||||
Net realized and unrealized gain (loss) on investment transactions | 1.71 | 2.23 | 4.44 | .45 | (1.95 | ) | ||||||||||||||
Total from investment operations | 1.68 | 2.21 | 4.40 | .33 | (2.01 | ) | ||||||||||||||
Redemption fees | .00 | *** | .01 | .00 | *** | .00 | *** | .01 | ||||||||||||
Net asset value, end of period | $ | 16.88 | $ | 15.20 | $ | 12.98 | $ | 8.58 | $ | 8.25 | ||||||||||
Total Return (%)d | 11.05 | e** | 17.10 | e | 51.28 | e | 4.00 | (19.51 | )** | |||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||
Net assets, end of period ($ millions) | 3 | 2 | 2 | .64 | .03 | |||||||||||||||
Ratio of expenses before expense reductions (%) | 3.19 | * | 2.91 | 2.97 | 2.98 | 3.00 | * | |||||||||||||
Ratio of expenses after expense reductions (%) | 2.75 | * | 2.75 | 2.93 | 2.98 | 3.00 | * | |||||||||||||
Ratio of net investment income (loss) (%) | (.37 | )* | (.20 | ) | (.39 | ) | (1.37 | ) | (1.66 | )* | ||||||||||
Portfolio turnover rate (%) | 139 | * | 146 | 182 | 115 | 69 |
a | For the six months ended April 30, 2005 (Unaudited). | |
b | For the period from May 29, 2001 (commencement of operations of Class B shares) to October 31, 2001. | |
c | Based on average shares outstanding during the period. | |
d | Total return does not reflect the effect of any sales charges. | |
e | Total return would have been lower had certain expenses not been reduced. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
Years Ended October 31, | 2005a | 2004 | 2003 | 2002 | 2001b | |||||||||||||||
Selected Per Share Data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 15.23 | $ | 13.01 | $ | 8.60 | $ | 8.26 | $ | 10.25 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income (loss)c | (.03 | ) | (.02 | ) | (.04 | ) | (.12 | ) | (.06 | ) | ||||||||||
Net realized and unrealized gain (loss) on investment transactions | 1.71 | 2.23 | 4.45 | .46 | (1.94 | ) | ||||||||||||||
Total from investment operations | 1.68 | 2.21 | 4.41 | .34 | (2.00 | ) | ||||||||||||||
Redemption fees | .00 | *** | .01 | .00 | *** | .00 | *** | .01 | ||||||||||||
Net asset value, end of period | $ | 16.91 | $ | 15.23 | $ | 13.01 | $ | 8.60 | $ | 8.26 | ||||||||||
Total Return (%)d | 11.03 | e** | 17.06 | e | 51.28 | e | 4.12 | (19.41 | )** | |||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||
Net assets, end of period ($ millions) | 5 | 3 | 2 | 1 | .01 | |||||||||||||||
Ratio of expenses before expense reductions (%) | 3.05 | * | 2.86 | 2.95 | 2.96 | 2.97 | * | |||||||||||||
Ratio of expenses after expense reductions (%) | 2.75 | * | 2.76 | 2.92 | 2.96 | 2.97 | * | |||||||||||||
Ratio of net investment income (loss) (%) | (.37 | )* | (.21 | ) | (.38 | ) | (1.35 | ) | (1.63 | )* | ||||||||||
Portfolio turnover rate (%) | 139 | * | 146 | 182 | 115 | 69 |
a | For the six months ended April 30, 2005 (Unaudited). | |
b | For the period from May 29, 2001 (commencement of operations of Class C shares) to October 31, 2001. | |
c | Based on average shares outstanding during the period. | |
d | Total return does not reflect the effect of any sales charges. | |
e | Total return would have been lower had certain expenses not been reduced. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
Years Ended October 31, | 2005a | 2004 | 2003 | 2002 | 2001 | 2000b | ||||||||||||||||||
Selected Per Share Data | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 15.73 | $ | 13.36 | $ | 8.73 | $ | 8.30 | $ | 11.11 | $ | 11.69 | ||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||
Net investment income (loss)c | .05 | .11 | .06 | (.03 | ) | (.01 | ) | (.02 | ) | |||||||||||||||
Net realized and unrealized gain (loss) on investment transactions | 1.77 | 2.31 | 4.57 | .46 | (2.81 | ) | (.56 | ) | ||||||||||||||||
Total from investment operations | 1.82 | 2.42 | 4.63 | .43 | (2.82 | ) | (.58 | ) | ||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||
Net investment income | (.13 | ) | (.06 | ) | — | — | — | — | ||||||||||||||||
Redemption fees | .00 | *** | .01 | .00 | *** | .00 | *** | .01 | — | |||||||||||||||
Net asset value, end of period | $ | 17.42 | $ | 15.73 | $ | 13.36 | $ | 8.73 | $ | 8.30 | $ | 11.11 | ||||||||||||
Total Return (%) | 11.56 | d** | 18.24 | d | 53.04 | d | 5.18 | (25.29 | ) | (4.96 | )e** | |||||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period ($ millions) | 6 | 4 | 2 | .45 | .15 | .07 | ||||||||||||||||||
Ratio of expenses before expense reductions (%) | 2.17 | * | 1.91 | 1.92 | 1.91 | 1.91 | 1.90 | * | ||||||||||||||||
Ratio of expenses after expense reductions (%) | 1.76 | * | 1.76 | 1.90 | 1.91 | 1.91 | 1.90 | * | ||||||||||||||||
Ratio of net investment income (loss) (%) | .62 | * | .79 | .64 | (.30 | ) | (.05 | ) | (.13 | )** | ||||||||||||||
Portfolio turnover rate (%) | 139 | * | 146 | 182 | 115 | 69 | 42 |
a | For the six months ended April 30, 2005 (Unaudited). | |
b | For the period from October 2, 2000 (commencement of operations of Class AARP shares) to October 31, 2000. | |
c | Based on average shares outstanding during the period. | |
d | Total return would have been lower had certain expenses not been reduced. | |
e | Shareholders redeeming shares held less than one year will have a lower total return due to the effect of the 2% redemption fee. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
Years Ended October 31, | 2005a | 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||||
Selected Per Share Data | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 15.71 | $ | 13.34 | $ | 8.73 | $ | 8.29 | $ | 11.11 | $ | 11.75 | ||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||
Net investment income (loss)b | .05 | .11 | .07 | (.03 | ) | (.01 | ) | (.11 | ) | |||||||||||||||
Net realized and unrealized gain (loss) on investment transactions | 1.78 | 2.31 | 4.54 | .47 | (2.82 | ) | (.54 | )c | ||||||||||||||||
Total from investment operations | 1.83 | 2.42 | 4.61 | .44 | (2.83 | ) | (.65 | ) | ||||||||||||||||
Less distributions from: | ||||||||||||||||||||||||
Net investment income | (.13 | ) | (.06 | ) | — | — | — | — | ||||||||||||||||
Redemption fees | .00 | *** | .01 | .00 | *** | .00 | *** | .01 | .01 | |||||||||||||||
Net asset value, end of period | $ | 17.41 | $ | 15.71 | $ | 13.34 | $ | 8.73 | $ | 8.29 | $ | 11.11 | ||||||||||||
Total Return (%) | 11.57 | d** | 18.34 | d | 52.81 | d | 5.31 | (25.38 | ) | (5.45 | )d | |||||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period ($ millions) | 104 | 89 | 65 | 38 | 42 | 71 | ||||||||||||||||||
Ratio of expenses before expense reductions (%) | 2.05 | * | 1.93 | 1.92 | 1.91 | 1.91 | 2.66 | e | ||||||||||||||||
Ratio of expenses after expense reductions (%) | 1.76 | * | 1.76 | 1.90 | 1.91 | 1.91 | 2.30 | e | ||||||||||||||||
Ratio of net investment income (loss) (%) | .62 | * | .79 | .64 | (.30 | ) | (.05 | ) | (.87 | ) | ||||||||||||||
Portfolio turnover rate (%) | 139 | * | 146 | 182 | 115 | 69 | 42 |
a | For the six months ended April 30, 2005 (Unaudited). | |
b | Based on average shares outstanding during the period. | |
c | Because of the timing of subscriptions and redemptions in relation to fluctuating markets at value, the amount shown may not agree with the change in aggregate gains and losses. | |
d | Total return would have been lower had certain expenses not been reduced. | |
e | The ratios of operating expenses excluding costs incurred in connection with a fund complex reorganization before and after expense reduction were 2.56% and 2.23%, respectively. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
short-term investments) aggregated $157,640,788 and $122,444,490, respectively. |
Services to Shareholders | Total Aggregated | Waived | Unpaid at April 30, 2005 | |||||||||
Class A | $ | 56,280 | $ | 37,897 | $ | 9,474 | ||||||
Class B | 6,765 | 6,116 | 1,776 | |||||||||
Class C | 7,145 | 6,128 | 1,874 | |||||||||
Class AARP | 13,082 | 11,395 | 2,951 | |||||||||
Class S | 164,191 | 149,708 | 14,829 | |||||||||
$ | 247,463 | $ | 211,244 | $ | 30,904 | |||||||
Distribution Fee | Total Aggregated | Unpaid at April 30, 2005 | ||||||
Class B | $ | 10,444 | $ | 1,907 | ||||
Class C | 15,490 | 2,886 | ||||||
$ | 25,934 | $ | 4,793 | |||||
Service Fee | Total Aggregated | Unpaid at April 30, 2005 | Annualized Effective Rate | |||||||||
Class A | $ | 71,834 | $ | 14,493 | .22 | % | ||||||
Class B | 3,481 | 575 | .25 | % | ||||||||
Class C | 5,003 | 1,148 | .24 | % | ||||||||
$ | 80,318 | $ | 16,216 | |||||||||
Six Months Ended April 30, 2005 | Year Ended October 31, 2004 | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Shares sold | ||||||||||||||||
Class A | 2,180,512 | $ | 38,158,440 | 3,172,911 | $ | 47,353,581 | ||||||||||
Class B | 78,675 | 1,360,130 | 226,550 | 3,262,299 | ||||||||||||
Class C | 140,474 | 2,412,738 | 156,770 | 2,308,886 | ||||||||||||
Class AARP | 133,152 | 2,373,816 | 233,962 | 3,508,465 | ||||||||||||
Class S | 898,630 | 15,861,258 | 1,880,963 | 28,075,278 | ||||||||||||
$ | 60,166,382 | $ | 84,508,509 | |||||||||||||
Shares issued to shareholders in reinvestment of dividends | ||||||||||||||||
Class A | 4,744 | $ | 79,940 | 1,612 | $ | 22,426 | ||||||||||
Class AARP | 1,891 | 32,026 | 621 | 8,692 | ||||||||||||
Class S | 36,979 | 625,687 | 19,166 | 267,941 | ||||||||||||
$ | 737,653 | $ | 299,059 |
Six Months Ended April 30, 2005 | Year Ended October 31, 2004 | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Shares redeemed | ||||||||||||||||
Class A | (747,474 | ) | $ | (12,974,594 | ) | (1,225,914 | ) | $ | (18,148,741 | ) | ||||||
Class B | (49,127 | ) | (831,321 | ) | (214,310 | ) | (3,074,388 | ) | ||||||||
Class C | (62,578 | ) | (1,054,184 | ) | (89,801 | ) | (1,249,528 | ) | ||||||||
Class AARP | (51,680 | ) | (901,486 | ) | (95,299 | ) | (1,405,720 | ) | ||||||||
Class S | (657,562 | ) | (11,489,220 | ) | (1,077,344 | ) | (15,612,834 | ) | ||||||||
$ | (27,250,805 | ) | $ | (39,491,211 | ) | |||||||||||
Redemption fees $36,694 $67,059 | ||||||||||||||||
Net increase (decrease) | ||||||||||||||||
Class A | 1,437,782 | $ | 25,271,306 | 1,948,609 | $ | 29,227,266 | ||||||||||
Class B | 29,548 | 528,862 | 12,240 | 187,911 | ||||||||||||
Class C | 77,896 | 1,358,554 | 66,969 | 1,059,358 | ||||||||||||
Class AARP | 83,363 | 1,510,275 | 139,284 | 2,133,614 | ||||||||||||
Class S | 278,047 | 5,020,927 | 822,785 | 12,775,267 | ||||||||||||
$ | 33,689,924 | $ | 45,383,416 |
Automated Information Lines | ScudderACCESS (800) 972-3060 | |
Personalized account information, information on other Scudder funds and services via touchtone telephone and for Classes A, B, and C only, the ability to exchange or redeem shares. | ||
Web Site | scudder.com | |
View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day. | ||
Obtain prospectuses and applications, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more. | ||
For More Information | (800) 621-1048 | |
To speak with a Scudder service representative. | ||
Written Correspondence | Scudder Investments | |
PO Box 219356 | ||
Kansas City, MO 64121-9356 | ||
Proxy Voting | A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — scudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call us toll free at (800) 621-1048. | |
Principal Underwriter | If you have questions, comments or complaints, contact: | |
Scudder Distributors, Inc. | ||
222 South Riverside Plaza | ||
Chicago, IL 60606-5808 | ||
(800) 621-1148 |
Class A | Class B | Class C | ||||||||||
Nasdaq Symbol | SEKAX | SEKBX | SEKCX | |||||||||
CUSIP Number | 811165-760 | 811165-752 | 811165-745 | |||||||||
Fund Number | 479 | 679 | 779 |
AARP Investment Program Shareholders | Scudder Class S Shareholders | |||
Automated | Easy-Access Line | SAILTM | ||
Information Lines | ||||
(800) 631-4636 | (800) 343-2890 | |||
Personalized account information, the ability to exchange or redeem shares, and information on other Scudder funds and services via touchtone telephone. | ||||
Web Sites | aarp.scudder.com | myScudder.com | ||
View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day. | ||||
Obtain prospectuses and applications, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more. | ||||
For More Information | (800) 253-2277 | (800) SCUDDER | ||
To speak with an AARP Investment Program service representative. | To speak with a Scudder service representative. | |||
Written Correspondence | AARP Investment Program from Scudder Investments | Scudder Investments | ||
PO Box 219735 | PO Box 219669 | |||
Kansas City, MO 64121-9735 | Kansas City, MO 64121-9669 | |||
Proxy Voting | A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web sites — aarp.scudder.com or myScudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call your service representative. | |||
Principal Underwriter | If you have questions, comments or complaints, contact: | |||
Scudder Distributors, Inc. | ||||
222 South Riverside Plaza | ||||
Chicago, IL 60606-5808 | ||||
(800) 621-1148 | ||||
Class AARP | Class S | |||
Nasdaq Symbol | SEMMX | SEMGX | ||
Fund Number | 179 | \079 |
AARP Investment Program, Attention: Correspondence,
P.O. Box 219735, Kansas City, MO 64121-9735
Scudder Investments, Attention: Correspondence,
P.O. Box 219669, Kansas City, MO 64121-9669
Scudder Investments, Attention: Correspondence — Chicago
P.O. Box 219415, Kansas City, MO 64121-9415
(a)(1) | Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT. | |
(b) | Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT. |
Registrant: | Scudder Emerging Markets Fund, a series of | |
Scudder International Fund, Inc. | ||
By: | /s/ Julian Sluyters | |
Julian Sluyters | ||
Chief Executive Officer | ||
Date: | June 30, 2005 |
Registrant: | Scudder Emerging Markets Fund, a series of | |
Scudder International Fund, Inc. | ||
By: | /s/ Julian Sluyters | |
Julian Sluyters | ||
Chief Executive Officer | ||
Date: | June 30, 2005 | |
By: | /s/ Paul Schubert | |
Paul Schubert | ||
Chief Financial Officer | ||
Date: | June 30, 2005 |
SECURITIES AND EXCHANGE COMMISSION
Two International Place
Boston, Massachusetts 02110
Date of fiscal year end: | 10/31 | |
Date of reporting period: | 10/31/04 |
Scudder Emerging Markets Growth Fund | 1-Year | 3-Year | 5-Year | Life of Fund* | ||||||||||||
Class A | 18.00 | % | 23.60 | % | 5.77 | % | 3.11 | % | ||||||||
Class B | 17.10 | % | 22.59 | % | 4.91 | % | 2.28 | % | ||||||||
Class C | 17.06 | % | 22.62 | % | 4.96 | % | 2.32 | % | ||||||||
MSCI Emerging Markets Index+ | 19.40 | % | 24.42 | % | 6.10 | % | 1.77 | % |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc. | ||
* | The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996. |
Scudder Emerging Markets Growth Fund | 1-Year | 3-Year | 5-Year | Life of Fund* | ||||||||||||||||||||
Class A | Growth of $10,000 | $ | 11,122 | $ | 17,797 | $ | 12,476 | $ | 12,224 | |||||||||||||||
Average annual total return | 11.22 | % | 21.19 | % | 4.52 | % | 2.40 | % | ||||||||||||||||
Class B | Growth of $10,000 | $ | 11,410 | $ | 18,224 | $ | 12,607 | $ | 12,106 | |||||||||||||||
Average annual total return | 14.10 | % | 22.15 | % | 4.74 | % | 2.28 | % | ||||||||||||||||
Class C | Growth of $10,000 | $ | 11,706 | $ | 18,438 | $ | 12,737 | $ | 12,145 | |||||||||||||||
Average annual total return | 17.06 | % | 22.62 | % | 4.96 | % | 2.32 | % | ||||||||||||||||
MSCI Emerging Markets Index+ | Growth of $10,000 | $ | 11,940 | $ | 19,259 | $ | 13,443 | $ | 11,591 | |||||||||||||||
Average annual total return | 19.40 | % | 24.42 | % | 6.10 | % | 1.77 | % |
The growth of $10,000 is cumulative. | ||
* | The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996. | |
+ | MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. Index returns assume reinvested dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index. |
Class A | Class B | Class C | ||||||||||
Net Asset Value: | ||||||||||||
10/31/04 | $ | 15.61 | $ | 15.20 | $ | 15.23 | ||||||
10/31/03 | $ | 13.25 | $ | 12.98 | $ | 13.01 | ||||||
Distribution Information: | ||||||||||||
Twelve Months: | ||||||||||||
Distributions as of 10/31/04 | $ | .02 | $ | — | $ | — |
Period | Rank | Number of Funds Tracked | Percentile Ranking | |||||||||||||
1-Year | 98 | of | 182 | 54 | ||||||||||||
3-Year | 65 | of | 155 | 42 |
Scudder Emerging Markets Growth Fund | 1-Year | 3-Year | 5-Year | Life of Fund* | ||||||||||||
Class S | 18.34 | % | 23.95 | % | 6.07 | % | 3.40 | % | ||||||||
Class AARP | 18.24 | % | 23.88 | % | 6.08 | % | 3.41 | % | ||||||||
MSCI Emerging Markets Index+ | 19.40 | % | 24.42 | % | 6.10 | % | 1.77 | % |
Sources: Lipper Inc. and Deutsche Investment Management Americas Inc. | ||
* | The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996. |
Class | ||||||||
AARP | Class S | |||||||
Net Asset Value: | ||||||||
10/31/04 | $ | 15.73 | $ | 15.71 | ||||
10/31/03 | $ | 13.36 | $ | 13.34 | ||||
Distribution Information: | ||||||||
Twelve Months: | ||||||||
Distributions as of 10/31/04 | $ | .06 | $ | .06 |
Period | Rank | Number of Funds Tracked | Percentile Ranking | |||||||||||||
1-Year | 92 | of | 182 | 51 | ||||||||||||
3-Year | 54 | of | 155 | 35 | ||||||||||||
5-Year | 67 | of | 118 | 57 |
Scudder Emerging Markets Growth Fund | 1-Year | 3-Year | 5-Year | Life of Fund* | ||||||||||||||||
Class S | Growth of $10,000 | $ | 11,834 | $ | 19,043 | $ | 13,424 | $ | 13,280 | |||||||||||
Average annual total return | 18.34 | % | 23.95 | % | 6.07 | % | 3.40 | % | ||||||||||||
Class AARP | Growth of $10,000 | $ | 11,824 | $ | 19,009 | $ | 13,432 | $ | 13,288 | |||||||||||
Average annual total return | 18.24 | % | 23.88 | % | 6.08 | % | 3.41 | % | ||||||||||||
MSCI Emerging Markets Index+ | Growth of $10,000 | $ | 11,940 | $ | 19,259 | $ | 13,443 | $ | 11,591 | |||||||||||
Average annual total return | 19.40 | % | 24.42 | % | 6.10 | % | 1.77 | % |
The growth of $10,000 is cumulative. | ||
* | The Fund commenced operations on May 8, 1996. Index returns begin May 31, 1996. | |
+ | MSCI Emerging Markets Index is an unmanaged capitalization-weighted index of companies in a universe of 26 emerging markets. Index returns assume reinvested dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index. |
Actual Fund Return | Class A | Class B | Class C | Class AARP | Class S | |||||||||||||||
Beginning Account Value 5/1/04 | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | ||||||||||
Ending Account Value 10/31/04 | $ | 1,067.70 | $ | 1,063.70 | $ | 1,063.50 | $ | 1,067.20 | $ | 1,069.40 | ||||||||||
Expenses Paid per $1,000* | $ | 10.33 | $ | 14.32 | $ | 14.32 | $ | 9.16 | $ | 9.17 |
Hypothetical 5% Fund Return | Class A | Class B | Class C | Class AARP | Class S | |||||||||||||||
Beginning Account Value 5/1/04 | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | $ | 1,000.00 | ||||||||||
Ending Account Value 10/31/04 | $ | 1,015.21 | $ | 1,011.33 | $ | 1,011.33 | $ | 1,016.34 | $ | 1,016.34 | ||||||||||
Expenses Paid per $1,000* | $ | 10.07 | $ | 13.96 | $ | 13.96 | $ | 8.93 | $ | 8.94 |
* | Expenses are equal to the Fund’s annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by 365. |
Annualized Expense Ratios | Class A | Class B | Class C | AARP | Class S | |||||||||||||||
Scudder Emerging Markets Growth Fund | 1.98 | % | 2.75 | % | 2.75 | % | 1.76 | % | 1.76 | % |
A Team Approach to Investing
Managing Director of Deutsche Asset Management and Co-Manager of the fund.
Joined Deutsche Asset Management in 1995 and the fund in 1996.
Over 20 years of investment industry experience.
MBA, New York University.
Terrence S. Gray, CFA
Director of Deutsche Asset Management and Co-Manager of the fund.
Over 11 years of investment industry experience specializing in Pacific Basin and Emerging Markets.
Q: What elements of the fund’s positioning detracted from performance?
Geographical Diversification (Excludes Cash Equivalents and Securities Lending Collateral) | 10/31/04 | 10/31/03 | ||||||
Pacific Basin | 50 | % | 67 | % | ||||
Latin America | 20 | % | 18 | % | ||||
Europe | 16 | % | 7 | % | ||||
Africa | 4 | % | 4 | % | ||||
Other | 10 | % | 4 | % | ||||
100 | % | 100 | % |
Sector Diversification (Excludes Cash Equivalents and Securities Lending Collateral) | 10/31/04 | 10/31/03 | ||||||
Information Technology | 20 | % | 14 | % | ||||
Materials | 19 | % | 22 | % | ||||
Financials | 16 | % | 18 | % | ||||
Consumer Discretionary | 11 | % | 8 | % | ||||
Energy | 11 | % | 8 | % | ||||
Telecommunication Services | 9 | % | 12 | % | ||||
Consumer Staples | 5 | % | 7 | % | ||||
Industrials | 5 | % | 7 | % | ||||
Health Care | 3 | % | 4 | % | ||||
Other | 1 | % | — | |||||
100 | % | 100 | % |
1. Samsung Electronics Co., Ltd. | Korea | 5.3 | % | |||||
Manufacturer of electronic parts | ||||||||
2. Petroleo Brasileiro SA | Brazil | 2.8 | % | |||||
Provider and distributor of petroleum | ||||||||
3. Anglo American PLC | United Kingdom | 2.8 | % | |||||
Producer of mining and natural resources products | ||||||||
4. Reliance Industries Ltd. | India | 2.8 | % | |||||
Manufacturer of petrochemicals, synthetic fibers and textiles | ||||||||
5. Hon Hai Precision Industry Co., Ltd. | Taiwan | 2.2 | % | |||||
Manufacturer of electronic products | ||||||||
6. LUKOIL | Russia | 2.1 | % | |||||
Extractor, transporter, refiner and provider of oil and gas | ||||||||
7. LG Electronics, Inc. | Korea | 2.0 | % | |||||
Manufacturer of telecommunication equipment | ||||||||
8. Gazprom | Russia | 2.0 | % | |||||
Extracts, transports and sells natural gas | ||||||||
9. Teva Pharmaceutical Industries Ltd. | Israel | 1.8 | % | |||||
Producer of pharmaceutical and veterinary products | ||||||||
10. Cemex SA de CV | Mexico | 1.8 | % | |||||
Producer of concrete and cement |
Investment Portfolio as of October 31, 2004 | [gif to come] |
Shares | Value ($) | |||||||
Common Stocks 95.9% | ||||||||
Austria 1.3% | ||||||||
Boehler-Uddeholm AG | 4,900 | 469,996 | ||||||
Wienerberger AG | 37,800 | 1,503,449 | ||||||
(Cost $1,520,271) | 1,973,445 | |||||||
Brazil 6.5% | ||||||||
Banco Bradesco SA (ADR) (Preferred) | 24,500 | 1,491,315 | ||||||
Companhia Vale do Rio Doce “A” (ADR) (Preferred) | 72,100 | 1,312,220 | ||||||
Petroleo Brasileiro SA (ADR) (Preferred) (d) | 116,900 | 4,151,119 | ||||||
Tele Centro Oeste Celular Participacoes SA (ADR) (Preferred)* | 72,968 | 672,765 | ||||||
Tele Norte Leste Participacoes SA (ADR) (Preferred) | 64,200 | 839,736 | ||||||
Telemig Celular Participacoes SA (ADR) (Preferred) | 17,000 | 440,980 | ||||||
Votorantim Celulose e Papel SA (ADR) | 21,100 | 729,005 | ||||||
(Cost $9,031,323) | 9,637,140 | |||||||
China 2.6% | ||||||||
China Petroleum & Chemical Corp. “H” | 4,622,000 | 1,751,882 | ||||||
China Southern Airlines Co., Ltd. “H”* | 2,904,000 | 1,016,754 | ||||||
Huaneng Power International, Inc. “H” | 484,000 | 363,793 | ||||||
People’s Food Holdings Ltd. | 1,021,100 | 712,103 | ||||||
(Cost $2,879,681) | 3,844,532 | |||||||
Colombia 1.1% | ||||||||
Bancolombia SA (ADR) (Preferred) (Cost $1,441,916) | 177,600 | 1,561,104 | ||||||
Czech Republic 0.5% | ||||||||
Zentiva NV (GDR) 144A* (Cost $534,276) | 29,100 | 724,590 | ||||||
Estonia 0.9% | ||||||||
AS Eesti Telekom (GDR) (Cost $1,362,302) | 50,800 | 1,350,772 | ||||||
Hong Kong 3.7% | ||||||||
China Mobile Ltd. (ADR)* | 71,200 | 1,035,960 | ||||||
Fountain Set (Holdings) Ltd. | 1,741,800 | 1,309,203 | ||||||
Shangri-La Asia Ltd. | 950,000 | 1,092,445 | ||||||
Skyworth Digital Holdings Ltd. | 4,069,700 | 1,424,892 | ||||||
Yue Yuen Industrial (Holdings) Ltd. | 271,000 | 680,721 | ||||||
(Cost $6,223,452) | 5,543,221 | |||||||
Hungary 0.6% | ||||||||
Magyar Tavkozlesi Rt “B” (ADR) | 200 | 4,214 | ||||||
OTP Bank Rt. | 32,500 | 822,977 | ||||||
(Cost $569,880) | 827,191 | |||||||
India 8.9% | ||||||||
Apollo Hospitals Enterprises Ltd. | 219,900 | 1,047,235 | ||||||
Corporation Bank | 2,300 | 13,419 | ||||||
Housing Development Finance Corp., Ltd. | 131,300 | 1,852,131 | ||||||
Mahindra & Mahindra Ltd. | 189,200 | 1,855,692 | ||||||
National Thermal Power Corp., Ltd.* | 159,400 | 217,995 | ||||||
Oil & Natural Gas Corp. Ltd. | 75,600 | 1,314,308 | ||||||
Reliance Industries Ltd. | 349,700 | 4,082,469 | ||||||
Satyam Computer Services Ltd. | 124,400 | 1,026,399 | ||||||
Tata Motors Ltd.* | 194,700 | 1,790,029 | ||||||
(Cost $12,273,710) | 13,199,677 | |||||||
Indonesia 3.0% | ||||||||
PT Bank Central Asia | 1,854,600 | 489,933 | ||||||
PT Bank Mandiri | 5,422,800 | 940,111 | ||||||
PT Telekomunikasi Indonesia “B” | 1,661,000 | 795,305 | ||||||
PT Telekomunikasi Indonesia “B” (ADR) (d) | 117,600 | 2,242,632 | ||||||
(Cost $3,737,291) | 4,467,981 | |||||||
Israel 3.1% | ||||||||
Bezeq Israeli Telcommunication Corp., Ltd. | 1,046,500 | 1,024,678 | ||||||
Check Point Software Technologies Ltd.* | 39,900 | 902,578 | ||||||
Teva Pharmaceutical Industries Ltd. (ADR) | 103,500 | 2,691,000 | ||||||
(Cost $4,989,827) | 4,618,256 | |||||||
Korea 20.2% | ||||||||
Asiana Airlines* | 148,700 | 370,588 | ||||||
Daewoo Shipbuilding & Marine Engineering Co., Ltd. | 52,200 | 769,361 | ||||||
Daishin Securities Co. | 79,500 | 930,281 | ||||||
Hynix Semiconductor, Inc.* | 75,400 | 855,364 | ||||||
Hyundai Mobis | 45,200 | 2,317,535 | ||||||
Kia Motors Corp. | 153,500 | 1,439,705 |
Shares | Value ($) | |||||||
Korea Gas Corp. | 23,300 | 709,719 | ||||||
KT&G Corp. | 38,800 | 1,074,408 | ||||||
LG Chemical Ltd. | 38,400 | 1,437,213 | ||||||
LG Electronics, Inc. | 53,400 | 3,014,632 | ||||||
LG Engineering & Construction Corp. | 59,000 | 1,196,338 | ||||||
LG International Corp. | 81,700 | 671,407 | ||||||
LG Philips LCD Co., Ltd. (ADR)* | 64,000 | 867,200 | ||||||
NEPES Corp.* | 65,000 | 527,200 | ||||||
Samsung Electronics Co., Ltd. | 19,930 | 7,824,238 | ||||||
Samsung Securities Co., Ltd. | 85,770 | 1,467,169 | ||||||
Seoul Semiconductor Co., Ltd. | 52,856 | 691,684 | ||||||
SK Telecom Co., Ltd. | 6,990 | 1,095,797 | ||||||
SK Telecom Co., Ltd. (ADR) (d) | 29,800 | 587,954 | ||||||
Ssangyong Cement Industrial Co., Ltd.* | 375,300 | 430,782 | ||||||
Ssangyong Motor Co.* | 58,800 | 360,836 | ||||||
Sungshin Cement Co., Ltd. | 71,700 | 1,328,964 | ||||||
(Cost $29,887,407) | 29,968,375 | |||||||
Malaysia 1.4% | ||||||||
Resorts World Bhd. | 599,700 | 1,507,141 | ||||||
SP Setia Bhd. | 573,700 | 573,700 | ||||||
(Cost $2,211,783) | 2,080,841 | |||||||
Mexico 4.1% | ||||||||
Cemex SA de CV (ADR) | 90,600 | 2,625,588 | ||||||
Fomento Economico Mexicano SA de CV (ADR) | 57,400 | 2,531,340 | ||||||
Grupo Televisa SA (ADR)* | 13,300 | 731,500 | ||||||
SARE Holdings, SA de CV | 300,000 | 184,000 | ||||||
(Cost $5,815,442) | 6,072,428 | |||||||
Netherlands 0.2% | ||||||||
Efes Breweries International (GDR) 144A* (Cost $213,900) | 9,200 | 255,300 | ||||||
Peru 1.0% | ||||||||
Compania de Minas Buenaventura SA (ADR) (Cost $1,248,449) | 58,400 | 1,450,656 | ||||||
Poland 0.8% | ||||||||
International Trading and Investment Holdings SA “B” (c) | 527,500 | 1,233,372 | ||||||
(Cost $524,342) | ||||||||
Russia 7.5% | ||||||||
AO VimpelCom (ADR)* | 9,400 | 1,071,600 | ||||||
Gazprom “S” (ADR) (d) | 88,600 | 3,310,096 | ||||||
LUKOIL (ADR) | 25,500 | 3,181,125 | ||||||
Mechel Steel Group Oao (ADR)* | 63,000 | 1,291,500 | ||||||
Mobile Telesystems (ADR) | 8,400 | 1,219,008 | ||||||
Surgutneftegaz (ADR) | 24,300 | 969,570 | ||||||
(Cost $9,300,795) | 11,042,899 | |||||||
Singapore 1.2% | ||||||||
Elec & Eltek International Co., Ltd. | 390,300 | 1,108,452 | ||||||
Petra Foods Ltd. | 1,395,800 | 738,452 | ||||||
(Cost $1,931,520) | 1,846,904 |
Shares | Value ($) | |||||||
South Africa 4.2% | ||||||||
Gold Fields Ltd. (ADR) (d) | 105,700 | 1,524,194 | ||||||
Gold Fields Ltd. | 59,500 | 838,263 | ||||||
Impala Platinum Holdings Ltd. | 22,800 | 1,841,926 | ||||||
Steinhoff International Holdings Ltd. | 1,142,000 | 1,995,928 | ||||||
(Cost $5,317,500) | 6,200,311 | |||||||
Taiwan 10.2% | ||||||||
Bank of Kaohsiung | 820,000 | 608,134 | ||||||
Compal Electronics, Inc. | 993,336 | 891,151 | ||||||
Hon Hai Precision Industry Co., Ltd. | 899,989 | 3,310,366 | ||||||
Lite-On Technology Corp. | 861,300 | 767,546 | ||||||
Mega Financial Holding Co., Ltd. | 2,939,040 | 1,959,946 | ||||||
Quanta Computer, Inc. | 693,080 | 1,119,208 | ||||||
Siliconware Precision Industries Co.* | 2,013,000 | 1,522,993 | ||||||
Ta Chong Bank Ltd. | 2,544,000 | 916,722 | ||||||
Taiwan Semiconductor Manufacturing Co., Ltd. | 914,282 | 1,197,534 | ||||||
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR) | 122,871 | 930,134 | ||||||
United Microelectronics Corp. (ADR) (d)* | 347,500 | 1,216,250 | ||||||
Yuanta Core Pacific Securities Co.* | 962,000 | 676,047 | ||||||
(Cost $16,149,498) | 15,116,031 | |||||||
Thailand 5.2% | ||||||||
Bangkok Bank PCL (Foreign Registered)* | 829,000 | 1,938,945 | ||||||
National Finance PCL (Foreign Registered) | 1,801,710 | 522,362 | ||||||
PTT Exploration and Production PCL (Foreign Registered) | 86,000 | 666,293 | ||||||
Siam City Bank PCL (Foreign Registered) | 3,086,600 | 1,579,208 | ||||||
Thai Oil PCL (Foreign Registered)* | 96,600 | 96,212 | ||||||
Thai Olefin PCL (Foreign Registered)* | 893,900 | 1,415,605 | ||||||
Thai Union Frozen Products PCL (Foreign Registered) | 2,262,500 | 1,474,525 | ||||||
(Cost $7,861,527) | 7,693,150 | |||||||
Turkey 3.0% | ||||||||
Akbank T.A.S. | 180,828,188 | 817,198 | ||||||
Denizbank AS* | 664,489,600 | 1,300,530 | ||||||
Hurriyet Gazetecilik ve Matbaacilik AS | 527,256,700 | 1,046,272 | ||||||
Turk Ekonomi Bankasi AS | 146,566,900 | 577,702 | ||||||
Turkiye Is Bankasi “C” | 184,702,600 | 765,672 | ||||||
(Cost $4,038,680) | 4,507,374 | |||||||
United Kingdom 3.7% | ||||||||
Anglo American PLC | 188,992 | 4,145,086 | ||||||
Lonmin PLC | 71,954 | 1,352,124 | ||||||
(Cost $5,610,209) | 5,497,210 | |||||||
Venezuela 1.0% | ||||||||
Compania Anonima Nacional Telefonos de Venezuela (ADR) “D” (Cost $1,213,122) | 61,700 | 1,419,100 | ||||||
Total Common Stocks (Cost $135,888,103) | 142,131,860 | |||||||
Preferred Stocks 0.3% | ||||||||
Korea 0.3% |
Shares | Value ($) | |||||||
Daishin Securities Co., Ltd. (Cost $556,918) | 70,900 | 538,954 | ||||||
Securities Lending Collateral 5.0% | ||||||||
Daily Assets Fund Institutional, 1.80% (e) (f) (Cost $7,338,654) | 7,338,654 | 7,338,654 | ||||||
Cash Equivalents 4.2% | ||||||||
Scudder Cash Management QP Trust, 1.80% (b) (Cost $6,206,277) | 6,206,277 | 6,206,277 |
% of Net Assets | Value ($) | |||||||
Total Investment Portfolio (Cost $149,989,952) (a) | 105.4 | 156,215,745 | ||||||
Other Assets and Liabilities, Net | (5.4 | ) | (8,011,094 | ) | ||||
Net Assets | 100.0 | 148,204,651 | ||||||
* | Non-income producing security. | |
(a) | The cost for federal income tax purposes was $150,287,085. At October 31, 2004, net unrealized appreciation for all securities based on tax cost was $5,928,660. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $10,546,509 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $4,617,849. | |
(b) | Scudder Cash Management QP Trust is managed by Deutsche Investment Management Americas Inc. The rates shown are the annualized seven-day yield at period end. | |
(c) | The Fund may purchase securities that are subject to legal or contractual restriction on resale (“restricted securities”). Restricted securities are securities which have not been registered with the Securities and Exchange Commission under the Securities Act of 1933. The Fund may be unable to sell a restricted security and it may be more difficult to determine a market value for a restricted security. Moreover, if adverse market conditions were to develop during the period between the Fund’s decision to sell a restricted security and the point at which the Fund is permitted or able to sell such security, the Fund might obtain a price less favorable than the price that prevailed when it decided to sell. This investment practice, therefore, could have the effect of increasing the level of illiquidity of the Fund. |
Acquisition | ||||||||||||
Schedule of Restricted Securities | Dates | Acquisition Cost ($) | Value ($) | Value as a % of Net Assets | ||||||||
International Trading and Investments Holdings SA “B” | December 1996 to June 1997 | 524,342 | 1,233,372 | 0.8 |
(d) | All or a portion of these securities were on loan (See Notes to Financial Statements). The value of all securities loaned at October 31, 2004 amounted to $7,077,675, which is 4.8% of net assets. | |
(e) | Daily Assets Fund Institutional, an affiliated fund, is managed by Deutsche Asset Management, Inc. The rate shown is the annualized seven-day yield at period end. | |
(f) | Represents collateral held in connection with securities lending. | |
144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. | ||
ADR: American Depositary Receipts. | ||
GDR: Global Depositary Receipts. | ||
The accompanying notes are an integral part of the financial statements. |
Assets | ||||
Investments: | ||||
Investments in securities, at value (cost $136,445,021) — including $7,077,675 of securities loaned | $ | 142,670,814 | ||
Investment in Daily Assets Fund Institutional (cost $7,338,654)* | 7,338,654 | |||
Investment in Scudder Cash Management QP Trust (cost $6,206,277) | 6,206,277 | |||
Total investments in securities, at value (cost $149,989,952) | 156,215,745 | |||
Cash | 7,909 | |||
Foreign currency, at value (cost $96,542) | 97,674 | |||
Receivable for investments sold | 2,117,953 | |||
Dividends receivable | 217,432 | |||
Interest receivable | 1,175 | |||
Receivable for Fund shares sold | 1,088,867 | |||
Foreign taxes recoverable | 28,611 | |||
Due from Advisor | 16,511 | |||
Other assets | 6,144 | |||
Total assets | 159,798,021 | |||
Liabilities | ||||
Payable for investments purchased | 3,321,610 | |||
Payable upon return of securities loaned | 7,338,654 | |||
Payable for Fund shares redeemed | 448,811 | |||
Accrued India taxes payable | 58,059 | |||
Deferred India taxes payable | 61,751 | |||
Accrued management fee | 197,838 | |||
Other accrued expenses and payables | 166,647 | |||
Total liabilities | 11,593,370 | |||
Net assets, at value | $ | 148,204,651 | ||
Net Assets | ||||
Net assets consist of: | ||||
Accumulated distributions in excess of net investment income | (252,508 | ) | ||
Net unrealized appreciation (depreciation) on: | ||||
Investments (net of deferred India taxes of $61,751) | 6,164,042 | |||
Foreign currency related transactions | 8,863 | |||
Accumulated net realized gain (loss) | (17,547,736 | ) | ||
Paid-in capital | 159,831,990 | |||
Net assets, at value | $ | 148,204,651 |
The accompanying notes are an integral part of the financial statements. | ||
*Represents collateral on securities loaned. |
Net Asset Value | ||||
Class A | ||||
Net Asset Value and redemption price per share ($49,008,217 ÷ 3,139,813 shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized) | $ | 15.61 | ||
Maximum offering price per share (100 ÷ 94.25 of $15.61) | $ | 16.56 | ||
Class B | ||||
Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($2,319,763 ÷ 152,61 | 5 | |||
shares of capital stock outstanding, $.01 par value, 50,000,000 shares authorized) | $ | 15.20 | ||
Class C | ||||
Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($3,256,002 ÷ 213,80 | 8 | |||
of capital stock outstanding, $.01 par value, 20,000,000 shares authorized) | $ | 15.23 | ||
Class AARP | ||||
Net Asset Value, offering and redemption price (a) per share ($4,477,405 ÷ 284,675 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized) | $ | 15.73 | ||
Class S | ||||
Net Asset Value, offering and redemption price (a) per share ($89,143,264 ÷ 5,672,856 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized) | $ | 15.71 |
(a) | Redemption price per share for shares held less than one year is equal to net asset value less a 2.00% redemption fee. | |
The accompanying notes are an integral part of the financial statements. |
Investment Income | ||||
Income: | ||||
Dividends (net of foreign taxes withheld of $454,011) | $ | 3,031,385 | ||
Interest — Scudder Cash Management QP Trust | 32,825 | |||
Securities lending income, including income from Daily Assets Fund Institutional | 5,811 | |||
Total income | 3,070,021 | |||
Expenses: | ||||
Management fee | 1,502,621 | |||
Distribution service fees | 121,427 | |||
Administrative fee | 287,472 | |||
Services to shareholders | 156,450 | |||
Custodian and accounting fees | 234,303 | |||
Auditing | 59,388 | |||
Legal | 5,186 | |||
Directors’ fees and expenses | 6,114 | |||
Reports to shareholders | 11,016 | |||
Registration fees | 11,335 | |||
Other | 17,326 | |||
Total expenses before expense reductions | 2,412,638 | |||
Expense reductions | (169,471 | ) | ||
Total expenses after expense reductions | 2,243,167 | |||
Net investment income (loss) | 826,854 | |||
Realized and Unrealized Gain (Loss) on Investment Transactions | ||||
Net realized gain (loss) from: | ||||
Investments (including Chilean tax benefit of $561 and net of India taxes of $673,255) | 22,535,572 | |||
Foreign currency related transactions | (223,579 | ) | ||
22,311,993 | ||||
Net unrealized appreciation (depreciation) during the period on: | ||||
Investments (net of deferred India tax credit of $413,591) | (6,161,069 | ) | ||
Foreign currency related transactions | 6,284 | |||
(6,154,785 | ) | |||
Net gain (loss) on investment transactions | 16,157,208 | |||
Net increase (decrease) in net assets resulting from operations | $ | 16,984,062 |
Years Ended October 31, | ||||||||
Increase (Decrease) in Net Assets | 2004 | 2003 | ||||||
Operations: | ||||||||
Net investment income (loss) | $ | 826,854 | $ | 302,147 | ||||
Net realized gain (loss) on investment transactions | 22,311,993 | 6,843,433 | ||||||
Net unrealized appreciation (depreciation) on investment transactions during the period | (6,154,785 | ) | 16,924,750 | |||||
Net increase (decrease) in net assets resulting from operations | 16,984,062 | 24,070,330 | ||||||
Distributions to shareholders from: | ||||||||
Net investment income: | ||||||||
Class A | (30,674 | ) | — | |||||
Class AARP | (8,998 | ) | — | |||||
Class S | (298,201 | ) | — | |||||
Fund share transactions: | ||||||||
Proceeds from shares sold | 84,508,509 | 37,446,900 | ||||||
Reinvestment of distributions | 299,059 | — | ||||||
Cost of shares redeemed | (39,491,211 | ) | (23,064,126 | ) | ||||
Redemption fees | 67,059 | 11,088 | ||||||
Net increase (decrease) in net assets from Fund share transactions | 45,383,416 | 14,393,862 | ||||||
Increase (decrease) in net assets | 62,029,605 | 38,464,192 | ||||||
Net assets at beginning of period | 86,175,046 | 47,710,854 | ||||||
Net assets at end of period (including accumulated distributions in excess of net investment income and undistributed net investment income of $252,508 and $262,228, respectively) | $ | 148,204,651 | $ | 86,175,046 |
Years Ended October 31, | 2004 | 2003 | 2002 | 2001a | ||||||||||||
Selected Per Share Data | ||||||||||||||||
Net asset value, beginning of period | $ | 13.25 | $ | 8.69 | $ | 8.28 | $ | 10.25 | ||||||||
Income (loss) from investment operations: | ||||||||||||||||
Net investment income (loss)b | .08 | .04 | (.04 | ) | (.03 | ) | ||||||||||
Net realized and unrealized gain (loss) on investment transactions | 2.29 | 4.52 | .45 | (1.95 | ) | |||||||||||
Total from investment operations | 2.37 | 4.56 | .41 | (1.98 | ) | |||||||||||
Less distributions from: | ||||||||||||||||
Net investment income | (.02 | ) | — | — | — | |||||||||||
Redemption fees | .01 | — | *** | — | *** | .01 | ||||||||||
Net asset value, end of period | $ | 15.61 | $ | 13.25 | $ | 8.69 | $ | 8.28 | ||||||||
Total Return (%)c | 18.00 | d | 52.47 | d | 4.95 | (19.22 | )** | |||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||
Net assets, end of period ($ millions) | 49 | 16 | 8 | .09 | ||||||||||||
Ratio of expenses before expense reductions (%) | 2.06 | 2.19 | 2.18 | 2.20 | * | |||||||||||
Ratio of expenses after expense reductions (%) | 1.99 | 2.16 | 2.18 | 2.20 | * | |||||||||||
Ratio of net investment income (loss) (%) | .56 | .38 | (.57 | ) | (.86 | )* | ||||||||||
Portfolio turnover rate (%) | 146 | 182 | 115 | 69 |
a | For the period from May 29, 2001 (commencement of operations of Class A shares) to October 31, 2001. | |
b | Based on average shares outstanding during the period. | |
c | Total return does not reflect the effect of any sales charges. | |
d | Total return would have been lower had certain expenses not been reduced. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
Years Ended October 31, | 2004 | 2003 | 2002 | 2001a | ||||||||||||
Selected Per Share Data | ||||||||||||||||
Net asset value, beginning of period | $ | 12.98 | $ | 8.58 | $ | 8.25 | $ | 10.25 | ||||||||
Income (loss) from investment operations: | ||||||||||||||||
Net investment income (loss)b | (.02 | ) | (.04 | ) | (.12 | ) | (.06 | ) | ||||||||
Net realized and unrealized gain (loss) on investment transactions | 2.23 | 4.44 | .45 | (1.95 | ) | |||||||||||
Total from investment operations | 2.21 | 4.40 | .33 | (2.01 | ) | |||||||||||
Redemption fees | .01 | — | *** | — | *** | .01 | ||||||||||
Net asset value, end of period | $ | 15.20 | $ | 12.98 | $ | 8.58 | $ | 8.25 | ||||||||
Total Return (%)c | 17.10 | d | 51.28 | d | 4.00 | (19.51 | )** | |||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||
Net assets, end of period ($ millions) | 2 | 2 | .64 | .03 | ||||||||||||
Ratio of expenses before expense reductions (%) | 2.91 | 2.97 | 2.98 | 3.00 | * | |||||||||||
Ratio of expenses after expense reductions (%) | 2.75 | 2.93 | 2.98 | 3.00 | * | |||||||||||
Ratio of net investment income (loss) (%) | (.20 | ) | (.39 | ) | (1.37 | ) | (1.66 | )* | ||||||||
Portfolio turnover rate (%) | 146 | 182 | 115 | 69 |
a | For the period from May 29, 2001 (commencement of operations of Class B shares) to October 31, 2001. | |
b | Based on average shares outstanding during the period. | |
c | Total return does not reflect the effect of any sales charges. | |
d | Total return would have been lower had certain expenses not been reduced. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
Years Ended October 31, | 2004 | 2003 | 2002 | 2001a | ||||||||||||
Selected Per Share Data | ||||||||||||||||
Net asset value, beginning of period | $ | 13.01 | $ | 8.60 | $ | 8.26 | $ | 10.25 | ||||||||
Income (loss) from investment operations: | ||||||||||||||||
Net investment income (loss)b | (.02 | ) | (.04 | ) | (.12 | ) | (.06 | ) | ||||||||
Net realized and unrealized gain (loss) on investment transactions | 2.23 | 4.45 | .46 | (1.94 | ) | |||||||||||
Total from investment operations | 2.21 | 4.41 | .34 | (2.00 | ) | |||||||||||
Redemption fees | .01 | — | *** | — | *** | .01 | ||||||||||
Net asset value, end of period | $ | 15.23 | $ | 13.01 | $ | 8.60 | $ | 8.26 | ||||||||
Total Return (%)c | 17.06 | d | 51.28 | d | 4.12 | (19.41 | )** | |||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||
Net assets, end of period ($ millions) | 3 | 2 | 1 | .01 | ||||||||||||
Ratio of expenses before expense reductions (%) | 2.86 | 2.95 | 2.96 | 2.97 | * | |||||||||||
Ratio of expenses after expense reductions (%) | 2.76 | 2.92 | 2.96 | 2.97 | * | |||||||||||
Ratio of net investment income (loss) (%) | (.21 | ) | (.38 | ) | (1.35 | ) | (1.63 | )* | ||||||||
Portfolio turnover rate (%) | 146 | 182 | 115 | 69 |
a | For the period from May 29, 2001 (commencement of operations of Class C shares) to October 31, 2001. | |
b | Based on average shares outstanding during the period. | |
c | Total return does not reflect the effect of any sales charges. | |
d | Total return would have been lower had certain expenses not been reduced. | |
* | Annualized | |
** | Not annualized | |
*** | Amount is less than $.005. |
Years Ended October 31, | 2004 | 2003 | 2002 | 2001 | 2000a | |||||||||||||||
Selected Per Share Data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 13.36 | $ | 8.73 | $ | 8.30 | $ | 11.11 | $ | 11.69 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income (loss)b | .11 | .06 | (.03 | ) | (.01 | ) | (.02 | ) | ||||||||||||
Net realized and unrealized gain (loss) on investment transactions | 2.31 | 4.57 | .46 | (2.81 | ) | (.56 | ) | |||||||||||||
Total from investment operations | 2.42 | 4.63 | .43 | (2.82 | ) | (.58 | ) | |||||||||||||
Less distributions from: | ||||||||||||||||||||
Net investment income | (.06 | ) | — | — | — | — | ||||||||||||||
Redemption fees | .01 | — | *** | — | *** | .01 | — | |||||||||||||
Net asset value, end of period | $ | 15.73 | $ | 13.36 | $ | 8.73 | $ | 8.30 | $ | 11.11 | ||||||||||
Total Return (%) | 18.24 | c | 53.04 | c | 5.18 | (25.29 | ) | (4.96 | )d** | |||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||
Net assets, end of period ($ millions) | 4 | 2 | .45 | .15 | .07 | |||||||||||||||
Ratio of expenses before expense reductions (%) | 1.91 | 1.92 | 1.91 | 1.91 | 1.90 | * | ||||||||||||||
Ratio of expenses after expense reductions (%) | 1.76 | 1.90 | 1.91 | 1.91 | 1.90 | * | ||||||||||||||
Ratio of net investment income (loss) (%) | .79 | .64 | (.30 | ) | (.05 | ) | (.13 | )** | ||||||||||||
Portfolio turnover rate (%) | 146 | 182 | 115 | 69 | 42 |
a For the period from October 2, 2000 (commencement of operations of Class AARP shares) to October 31, 2000. | ||
b Based on average shares outstanding during the period. | ||
c Total return would have been lower had certain expenses not been reduced. | ||
d Shareholders redeeming shares held less than one year will have a lower total return due to the effect of the 2% redemption fee. | ||
* Annualized | ||
** Not annualized | ||
*** Amount is less than $.005. |
Years Ended October 31, | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||
Selected Per Share Data | ||||||||||||||||||||
Net asset value, beginning of period | $ | 13.34 | $ | 8.73 | $ | 8.29 | $ | 11.11 | $ | 11.75 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income (loss)a | .11 | .07 | (.03 | ) | (.01 | ) | (.11 | ) | ||||||||||||
Net realized and unrealized gain (loss) on investment transactions | 2.31 | 4.54 | .47 | (2.82 | ) | (.54 | )b | |||||||||||||
Total from investment operations | 2.42 | 4.61 | .44 | (2.83 | ) | (.65 | ) | |||||||||||||
Less distributions from: | ||||||||||||||||||||
Net investment income | (.06 | ) | — | — | — | — | ||||||||||||||
Redemption fees | .01 | — | *** | — | *** | .01 | .01 | |||||||||||||
Net asset value, end of period | $ | 15.71 | $ | 13.34 | $ | 8.73 | $ | 8.29 | $ | 11.11 | ||||||||||
Total Return (%) | 18.34 | c | 52.81 | c | 5.31 | (25.38 | ) | (5.45 | )c | |||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||
Net assets, end of period ($ millions) | 89 | 65 | 38 | 42 | 71 | |||||||||||||||
Ratio of expenses before expense reductions (%) | 1.93 | 1.92 | 1.91 | 1.91 | 2.66 | d | ||||||||||||||
Ratio of expenses after expense reductions (%) | 1.76 | 1.90 | 1.91 | 1.91 | 2.30 | d | ||||||||||||||
Ratio of net investment income (loss) (%) | .79 | .64 | (.30 | ) | (.05 | ) | (.87 | ) | ||||||||||||
Portfolio turnover rate (%) | 146 | 182 | 115 | 69 | 42 |
Undistributed ordinary income* | $ | — | ||
Undistributed net long-term capital gains | $ | — | ||
Capital loss carryforwards | $ | (17,449,000 | ) | |
Net unrealized appreciation (depreciation) on investments | $ | 5,928,660 |
Years Ended October 31, | ||||||||
2004 | 2003 | |||||||
Distributed from ordinary income* | $ | 337,873 | $ | — |
* | For tax purposes short-term capital gains distributions are considered ordinary income distributions. |
Administrative Fee | Total Aggregated | Waived | ||||||
Class A | $ | 60,779 | $ | 15,158 | ||||
Class B | 7,303 | 2,218 | ||||||
Class C | 7,235 | 1,974 | ||||||
Class AARP | 8,103 | 1,661 | ||||||
Class S | 204,052 | 45,604 | ||||||
$ | 287,472 | $ | 66,615 |
Services to Shareholders | Total Aggregated | Waived | Unpaid at October 31, 2004 | |||||||||
Class A | $ | 21,333 | $ | 5,995 | $ | 4,850 | ||||||
Class B | 2,309 | 1,591 | — | |||||||||
Class C | 1,846 | 846 | 198 | |||||||||
Class AARP | 5,677 | 4,365 | — | |||||||||
Class S | 101,497 | 88,830 | — | |||||||||
$ | 132,662 | $ | 101,627 | $ | 5,048 |
Distribution Fee | Total Aggregated | Unpaid at October 31, 2004 | ||||||
Class B | $ | 17,986 | $ | 1,494 | ||||
Class C | 20,715 | 1,930 | ||||||
$ | 38,701 | $ | 3,424 |
Service Fee | Total Aggregated | Unpaid at October 31, 2004 | Annual Effective Rate | |||||||||
Class A | $ | 69,950 | $ | 18,066 | .23 | % | ||||||
Class B | 5,871 | 791 | .24 | % | ||||||||
Class C | 6,905 | 1,392 | .25 | % | ||||||||
$ | 82,726 | $ | 20,249 |
Year Ended October 31, 2004 | Year Ended October 31, 2003 | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Shares sold | ||||||||||||||||
Class A | 3,172,911 | $ | 47,353,581 | 1,094,287 | $ | 11,956,986 | ||||||||||
Class B | 226,550 | 3,262,299 | 291,362 | 2,988,072 | ||||||||||||
Class C | 156,770 | 2,308,886 | 59,236 | 623,083 | ||||||||||||
Class AARP | 233,962 | 3,508,465 | 112,032 | 1,294,349 | ||||||||||||
Class S | 1,880,963 | 28,075,278 | 1,829,572 | 20,584,410 | ||||||||||||
$ | 84,508,509 | $ | 37,446,900 | |||||||||||||
Shares issued to shareholders in reinvestment of dividends | ||||||||||||||||
Class A | 1,612 | $ | 22,426 | — | $ | — | ||||||||||
Class AARP | 621 | 8,692 | — | — | ||||||||||||
Class S | 19,166 | 267,941 | — | — | ||||||||||||
$ | 299,059 | $ | — |
Year Ended October 31, 2004 | Year Ended October 31, 2003 | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Shares redeemed | ||||||||||||||||
Class A | (1,225,914 | ) | $ | (18,148,741 | ) | (836,761 | ) | $ | (8,347,941 | ) | ||||||
Class B | (214,310 | ) | (3,074,388 | ) | (225,920 | ) | (2,139,815 | ) | ||||||||
Class C | (89,801 | ) | (1,249,528 | ) | (22,522 | ) | (216,424 | ) | ||||||||
Class AARP | (95,299 | ) | (1,405,720 | ) | (18,625 | ) | (185,160 | ) | ||||||||
Class S | (1,077,344 | ) | (15,612,834 | ) | (1,282,748 | ) | (12,174,786 | ) | ||||||||
$ | (39,491,211 | ) | $ | (23,064,126 | ) | |||||||||||
Redemption fees | $ | 67,059 | $ | 11,088 | ||||||||||||
Net increase (decrease) | ||||||||||||||||
Class A | 1,948,609 | $ | 29,227,266 | 257,526 | $ | 3,609,045 | ||||||||||
Class B | 12,240 | 187,911 | 65,442 | 848,257 | ||||||||||||
Class C | 66,969 | 1,059,358 | 36,714 | 406,659 | ||||||||||||
Class AARP | 139,284 | 2,133,614 | 93,407 | 1,111,191 | ||||||||||||
Class S | 822,785 | 12,775,267 | 546,824 | 8,418,710 | ||||||||||||
$ | 45,383,416 | $ | 14,393,862 |
Report of Independent Registered Public Accounting Firm |
December 28, 2004
Independent Directors | ||||||
Name, Year of | ||||||
Birth, Position(s) | Number of | |||||
Held with the Fund | Funds in Fund | |||||
and Length of Time | Principal Occupation(s) During Past 5 Years and | Complex | ||||
Served1 | Other Directorships Held | Overseen | ||||
Dawn-Marie Driscoll (1946) Chairman, 2004-present Director, 1987-present | President, Driscoll Associates (consulting firm); Executive Fellow, Center for Business Ethics, Bentley College; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene’s (1978-1988). Directorships: CRS Technology (technology service company); Advisory Board, Center for Business Ethics, Bentley College; Board of Governors, Investment Company Institute; former Chairman, ICI Directors Services Committee | 48 | ||||
Henry P. Becton, Jr. (1943) Director, 1990-present | President, WGBH Educational Foundation. Directorships: Becton Dickinson and Company (medical technology company); The A.H. Belo Company (media company); Concord Academy; Boston Museum of Science; Public Radio International. Former Directorships: American Public Television; New England Aquarium; Mass Corporation for Educational Telecommunications;Committee for Economic Development; Public Broadcasting Service | 48 | ||||
Keith R. Fox (1954) Director, 1996-present | Managing Partner, Exeter Capital Partners (private equity funds). Directorships: Facts on File (school and library publisher); Progressive Holding Corporation (kitchen importer and distributor); Cloverleaf Transportation Inc. (trucking); K-Media, Inc. (broadcasting); Natural History, Inc. (magazine publisher); National Association of Small Business Investment Companies (trade association) | 48 | ||||
Louis E. Levy (1932) Director, 2002-present | Retired. Formerly, Chairman of the Quality Control Inquiry Committee, American Institute of Certified Public Accountants (1992-1998); Partner, KPMG LLP (1958-1990). Directorships: Household International (banking and finance); ISI Family of Funds (registered investment companies; 4 funds overseen) | 48 | ||||
Jean Gleason Stromberg (1943) Director, 1999-present | Retired. Formerly, Consultant (1997-2001); Director, US General Accounting Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; Service Source, Inc. | 48 | ||||
Jean C. Tempel (1943) Director, 1994-present | Managing Partner, First Light Capital (venture capital group) (2000-present); formerly, Special Limited Partner, TL Ventures (venture capital fund) (1996-1998); General Partner, TL Ventures (1994-1996); President and Chief Operating Officer, Safeguard Scientifics, Inc. (public technology business incubator company) (1991-1993). Directorships: Sonesta International Hotels, Inc.; Aberdeen Group (technology research); United Way of Mass Bay; The Commonwealth Institute (supports women entrepreneurs). Trusteeships: Connecticut College, Vice Chair of Board, Chair, Finance Committee; Northeastern University, Vice Chair of Finance Committee, Chair, Funds and Endowment Committee | 48 | ||||
Carl W. Vogt (1936) Director, 2002-present | Senior Partner, Fulbright & Jaworski, L.L.P. (law firm); formerly, President (interim) of Williams College (1999-2000); President, certain funds in the Deutsche Asset Management Family of Funds (formerly, Flag Investors Family of Funds) (registered investment companies) (1999-2000). Directorships: Yellow Corporation (trucking); American Science & Engineering (x-ray detection equipment); ISI Family of Funds (registered investment companies, 4 funds overseen); National Railroad Passenger Corporation (Amtrak); formerly, Chairman and Member, National Transportation Safety Board | 48 |
Officers2 | ||
Name, Year of Birth, | ||
Position(s) Held with | ||
the Fund and Length of | Principal Occupation(s) During Past 5 Years and | |
Time Served1 | Other Directorships Held | |
Julian F. Sluyters3 (1960) President and Chief Executive Officer, 2004-present | Managing Director, Deutsche Asset Management (since May 2004); President and Chief Executive Officer of The Germany Fund, Inc., The New Germany Fund, Inc., The Central Europe and Russia Fund, Inc., The Brazil Fund, Inc., The Korea Fund, Inc., Scudder Global High Income Fund, Inc. and Scudder New Asia Fund, Inc. (since May 2004); President and Chief Executive Officer, UBS Fund Services (2001-2003); Chief Administrative Officer (1998-2001) and Senior Vice President and Director of Mutual Fund Operations (1991-1998) UBS Global Asset Management | |
John Millette (1962) | Director, Deutsche Asset Management | |
Vice President and Secretary, 1999-present | ||
Kenneth Murphy (1963) | Vice President, Deutsche Asset Management (2000-present); formerly, Director, John Hancock Signature Services (1992-2000) | |
Vice President, 2002-present | ||
Paul H. Schubert3 (1963) Chief Financial Officer, 2004-present | Managing Director, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds at UBS Global Asset Management (1994-2004) | |
Charles A. Rizzo (1957) Treasurer, 2002-present | Managing Director, Deutsche Asset Management (since April 2004); formerly, Director, Deutsche Asset Management (April 2000-March 2004); Vice President and Department Head, BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Senior Manager, Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers LLP) (1993-1998) | |
Lisa Hertz3 (1970) Assistant Secretary, 2003-present | Assistant Vice President, Deutsche Asset Management | |
Daniel O. Hirsch4 (1954) Assistant Secretary, 2002-present | Managing Director, Deutsche Asset Management (2002-present) and Director, Deutsche Global Funds Ltd. (2002-present); formerly, Director, Deutsche Asset Management (1999-2002); Principal, BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Assistant General Counsel, United States Securities and Exchange Commission (1993-1998) | |
Caroline Pearson (1962) Assistant Secretary, 1997-present | Managing Director, Deutsche Asset Management | |
Kevin M. Gay (1959) | Vice President, Deutsche Asset Management | |
Assistant Treasurer, 2004-present | ||
Salvatore Schiavone (1965) Assistant Treasurer, 2003-present | Director, Deutsche Asset Management | |
Kathleen Sullivan D’Eramo (1957) Assistant Treasurer, 2003-present | Director, Deutsche Asset Management |
1 | Length of time served represents the date that each Director was first elected to the common board of Directors which oversees a number of investment companies, including the fund, managed by the Advisor. For the Officers of the fund, the length of time served represents the date that each Officer was first elected to serve as an Officer of any fund overseen by the aforementioned common board of Directors. | |
2 | As a result of their respective positions held with the Advisor, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the funds. | |
3 | Address: 345 Park Avenue, New York, New York | |
4 | Address: One South Street, Baltimore, Maryland |
Automated | ScudderACCESS (800) 972-3060 | |
Information Lines | ||
Personalized account information, information on other Scudder funds and services via touchtone telephone and for Classes A, B, and C only, the ability to exchange or redeem shares. | ||
Web Site | scudder.com View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day. | |
Obtain prospectuses and applications, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more. | ||
For More | (800) 621-1048 | |
Information | ||
To speak with a Scudder service representative. | ||
Written | Scudder Investments | |
Correspondence | PO Box 219356 | |
Kansas City, MO 64121-9356 | ||
Proxy Voting | A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site — scudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call us toll free at (800) 621-1048. | |
Principal | If you have questions, comments or complaints, contact: | |
Underwriter | ||
Scudder Distributors, Inc. | ||
222 South Riverside Plaza | ||
Chicago, IL 60606-5808 | ||
(800) 621-1148 |
Class A | Class B | Class C | ||||||
Nasdaq Symbol | SEKAX | SEKBX | SEKCX | |||||
CUSIP Number | 811165-760 | 811165-752 | 811165-745 | |||||
Fund Number | 479 | 679 | 779 |
AARP Investment Program Shareholders | Scudder Class S Shareholders | |||||||
Automated | Easy-Access Line | SAILTM | ||||||
Information Lines | ||||||||
(800) 631-4636 | (800) 343-2890 | |||||||
Personalized account information, the ability to exchange or redeem shares, and information on other Scudder funds and services via touchtone telephone. | ||||||||
Web Sites | aarp.scudder.com | myScudder.com | ||||||
View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day. | ||||||||
Obtain prospectuses and applications, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more. | ||||||||
For More | (800) 253-2277 | (800) SCUDDER | ||||||
Information | ||||||||
To speak with an AARP Investment Program service representative. | To speak with a Scudder service representative. | |||||||
Written | ||||||||
Correspondence | AARP Investment Program from Scudder Investments | Scudder Investments | ||||||
PO Box 219735 | PO Box 219669 | |||||||
Kansas City, MO 64121-9735 | Kansas City, MO 64121-9669 | |||||||
Proxy Voting | A description of the fund’s policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web sites — aarp.scudder.com or myScudder.com (type “proxy voting” in the search field) — or on the SEC’s Web site — www.sec.gov. To obtain a written copy of the fund’s policies and procedures without charge, upon request, call your service representative. | |||||||
Principal | If you have questions, comments or complaints, contact: | |||||||
Underwriter | ||||||||
Scudder Distributors, Inc. | ||||||||
222 South Riverside Plaza | ||||||||
Chicago, IL 60606-5808 | ||||||||
(800) 621-1148 | ||||||||
Class AARP | Class S | |||||||
Nasdaq Symbol | SEMMX | SEMGX | ||||||
Fund Number | 179 | 079 |
[GIF TO COME] | [GIF TO COME] |
FORM N-CSR DISCLOSURE RE: AUDIT FEES
Fiscal Year | Audit Fees | Audit-Related | Tax Fees | All Other | ||||||||||||
Ended | Billed | Fees Billed | Billed to | Fees Billed | ||||||||||||
October 31, | to Fund | to Fund | Fund | to Fund | ||||||||||||
2004 | $ | 104,600 | $ | 185 | $ | 8,800 | $ | 0 | ||||||||
2003 | $ | 92,000 | $ | 1,205 | $ | 8,400 | $ | 0 |
Affiliated Fund Service Providers
Audit-Related | Tax Fees | All Other | ||||||||||
Fees Billed | Billed to | Fees Billed | ||||||||||
Fiscal | to Adviser and | Adviser and | to Adviser and | |||||||||
Year | Affiliated | Affiliated | Affiliated | |||||||||
Ended | Fund Service | Fund Service | Fund Service | |||||||||
October 31, | Providers | Providers | Providers | |||||||||
2004 | $ | 453,907 | $ | 0 | $ | 0 | ||||||
2003 | $ | 662,457 | $ | 50,000 | $ | 0 |
Total Non-Audit | ||||||||||||||||
Fees billed to | Total | |||||||||||||||
Adviser and | Non-Audit Fees | |||||||||||||||
Affiliated Fund | billed to | |||||||||||||||
Servicer Providers | Adviser and | |||||||||||||||
(engagements related | Affiliated | |||||||||||||||
Total | directly to the | Fund Service | ||||||||||||||
Fiscal | Non-Audit | operations and | Providers | |||||||||||||
Year | Fees Billed | financial reporting | (all other | Total of | ||||||||||||
Ended | to Fund | of the Fund) | engagements) | (A), (B) | ||||||||||||
October 31, | (A) | (B) | (C) | and (C) | ||||||||||||
2004 | $ | 8,800 | $ | 0 | $ | 1,153,767 | $ | 1,162,567 | ||||||||
2003 | $ | 8,400 | $ | 50,000 | $ | 4,947,177 | $ | 5,005,577 |
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS | |
Not Applicable | ||
ITEM 6. | SCHEDULE OF INVESTMENTS | |
Not Applicable | ||
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. | |
Not Applicable | ||
ITEM 8. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
Not Applicable. | ||
ITEM 9. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
(a)(1) | Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH. |
(a)(2) | Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT. |
(b) | Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT. |
Registrant: | Scudder Emerging Markets Growth Fund | |
By: | /s/Julian Sluyters | |
Julian Sluyters | ||
Chief Executive Officer | ||
Date: | January 4, 2005 |
Registrant: | Scudder Emerging Markets Growth Fund | |
By: | /s/Julian Sluyters | |
Julian Sluyters Chief Executive Officer | ||
Date: | January 4, 2005 | |
By: | /s/Paul Schubert | |
Paul Schubert Chief Financial Officer | ||
Date: | January 4, 2005 |
SECURITIES AND EXCHANGE COMMISSION
Two International Place
Boston, Massachusetts 02110
Executive Offices | Scudder New Asia Fund, Inc. 345 Park Avenue New York, NY 10154 | |
Automated Information Line | Scudder Closed-End Fund Info Line 1-800-349-4281 | |
Web Site | www.ScudderNewAsia.com or visit our Direct Link: www.CEF.Scudder.com Obtain monthly fact sheets, financial reports, press releases and webcasts when available. | |
Transfer Agent and Registrar | Scudder Investments Service Company P.O. Box 219066 Kansas City, MO 64121-9066 For account information: 1-800-294-4366 | |
Dividend Reinvestment Plan Agent | UMB Bank, N.A. | |
Legal Counsel | Dechert LLP | |
Custodian | Brown Brothers Harriman & Co. | |
Independent Registered Public Accounting Firm | PricewaterhouseCoopers LLP | |
New York Stock Exchange Symbol — SAF |
* | Effective October 6, 2004 the MSCI All-Country Asia Free ex Japan Index and the MSCI Japan Index replaced the MSCI World Index as the fund’s benchmark because the manager believes the MSCI All-Country Asia Free ex Japan Index and the MSCI Japan Index are more representative of markets in which the fund invests and better represent the fund’s objectives. | |
1 | The MSCI All-Country Asia Free ex Japan Index is an unmanaged, capitalization-weighted measure of stock markets in the Asia region, minus Japan. The MSCI Japan Index is an unmanaged, capitalization-weighted measure of the Japanese stock market. |
Total Return (%) | ||||||||||||||||||||||||
Market Value | Net Asset Value (a) | Index (b) | ||||||||||||||||||||||
Cumulative | Average Annual | Cumulative | Average Annual | Cumulative | Average Annual | |||||||||||||||||||
Current Quarter | 12.78 | — | 12.89 | — | 13.01 | — | ||||||||||||||||||
One Year | 3.66 | 3.66 | 10.81 | 10.81 | 16.22 | 16.22 | ||||||||||||||||||
Three Year | 75.59 | 20.64 | 64.03 | 17.94 | 45.33 | 13.27 | ||||||||||||||||||
Five Year | -5.72 | -1.17 | -10.70 | -2.24 | -21.49 | -4.72 | ||||||||||||||||||
Ten Year | 38.22 | 3.29 | 49.75 | 4.12 | N/A | * | N/A | * |
Total Return (%) | ||||||||||||||||||||||||
Index (c) | Index (d) | Index (e) | ||||||||||||||||||||||
Cumulative | Average Annual | Cumulative | Average Annual | Cumulative | Average Annual | |||||||||||||||||||
Current Quarter | 12.63 | — | 13.08 | — | 12.77 | — | ||||||||||||||||||
One Year | 14.40 | 14.40 | 15.86 | 15.86 | 15.16 | 15.16 | ||||||||||||||||||
Three Year | 46.65 | 13.61 | 41.28 | 12.21 | 46.64 | 13.61 | ||||||||||||||||||
Five Year | -12.13 | -2.55 | -28.35 | -6.45 | -14.90 | -3.18 | ||||||||||||||||||
Ten Year | -17.61 | -1.92 | -21.04 | -2.34 | -14.17 | -1.52 |
1995 | 1996 | 1997 | 1998 | 1999 | 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||||||||||||||||||||||
Net Asset Value ($) | 15.29 | 15.26 | 11.28 | 11.71 | 24.09 | 12.26 | 10.43 | 9.42 | 15.43 | 17.08 | ||||||||||||||||||||||||||||||
Income Dividends ($) | — | .02 | .18 | — | — | — | — | — | — | .02 | ||||||||||||||||||||||||||||||
Capital Gains Distributions ($) | 1.67 | .33 | .39 | — | — | 2.56 | .09 | — | — | — | ||||||||||||||||||||||||||||||
Total Return (%) | -2.96 | 2.46 | -21.89 | 3.81 | 105.72 | -36.57 | -14.17 | -9.68 | 63.80 | 10.81 |
(a) | Total investment returns reflect changes in net asset value per share during each period and assume that dividends and capital gains distributions, if any, were reinvested. These percentages are not an indication of the performance of a shareholder’s investment in the Fund based on market price. | |
(b) | The MSCI All-Country Asia Free Index is an unmanaged, capitalization-weighted measure of stock markets in the Pacific region. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. The index assumes reinvestment of dividends. | |
(c) | The MSCI All-Country Asia Free ex Japan Index is an unmanaged, capitalization-weighted measure of stock markets in the Pacific region, excluding Japan. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. The index does not assume reinvestment of dividends. | |
(d) | The MSCI Japan Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan. The index is calculated using closing local market prices and converts to US dollars using the London close foreign exchange rates. The index assumes reinvestment of dividends. | |
(e) | A blend of 75% MSCI All-Country Asia Free ex Japan Index and 25% MSCI Japan Index as described above. Effective October 6, 2004 the MSCI All-Country Asia Free ex Japan Index and the MSCI Japan Index replaced the MSCI World Index as the fund’s benchmark because the manager believes the MSCI All-Country Asia Free ex Japan Index and the MSCI Japan Index are more representative of markets in which the fund invests and better represent the fund’s objectives. |
* | Index began on December 31, 1998 |
Asset Allocation | 12/31/04 | 12/31/03 | ||||||
Common Stocks | 97 | % | 98 | % | ||||
Preferred Stocks | 2 | % | 1 | % | ||||
Exchange Traded Fund | 1 | % | — | |||||
Cash Equivalents | — | 1 | % | |||||
100 | % | 100 | % |
Geographical Diversification (Excludes Cash Equivalents) | 12/31/04 | 12/31/03 | ||||||
Korea | 20 | % | 19 | % | ||||
Japan | 18 | % | 23 | % | ||||
Taiwan | 16 | % | 11 | % | ||||
Hong Kong | 14 | % | 10 | % | ||||
China | 6 | % | 6 | % | ||||
India | 5 | % | 7 | % | ||||
Thailand | 5 | % | 9 | % | ||||
Malaysia | 4 | % | — | |||||
Singapore | 4 | % | 4 | % | ||||
Other | 8 | % | 11 | % | ||||
100 | % | 100 | % |
Sector Diversification (Excludes Cash Equivalents) | 12/31/04 | 12/31/03 | ||||||
Financials | 28 | % | 22 | % | ||||
Information Technology | 20 | % | 18 | % | ||||
Industrials | 18 | % | 22 | % | ||||
Materials | 13 | % | 17 | % | ||||
Telecommunication Services | 8 | % | 5 | % | ||||
Consumer Discretionary | 7 | % | 9 | % | ||||
Consumer Staples | 2 | % | — | |||||
Energy | 2 | % | 2 | % | ||||
Utilities | 1 | % | 1 | % | ||||
Health Care | — | 2 | % | |||||
Other | 1 | % | 2 | % | ||||
100 | % | 100 | % |
1. Samsung Electronics Co., Ltd. | Korea | 5.8 | % | |||
Manufacturer of electronic parts | ||||||
2. Taiwan Semiconductor Manufacturing Co., Ltd. | Taiwan | 2.7 | % | |||
Manufacturer of integrated circuits and other semiconductor devices | ||||||
3. Mitsubishi Tokyo Financial Group, Inc. | Japan | 2.2 | % | |||
Provides a variety of financial and investment services | ||||||
4. Chiyoda Corp. | Japan | 2.1 | % | |||
Maker of liquid natural gas containers | ||||||
5. AEON Mall Co., Ltd. | Japan | 2.0 | % | |||
Developer of shopping malls | ||||||
6. Daegu Bank | Korea | 1.9 | % | |||
Provider of commercial banking services | ||||||
7. PT Telekomunikasi Indonesia Tbk | Indonesia | 1.9 | % | |||
Provider of telecommunication services | ||||||
8. Bangkok Bank PCL (Foreign Registered) | Thailand | 1.8 | % | |||
Provider of commercial banking services | ||||||
9. Hutchison Whampoa Ltd. | Hong Kong | 1.8 | % | |||
Provider of investment services and other diversified services | ||||||
10. Sumitomo Corp. | Japan | 1.8 | % | |||
Provider of general trading services |
Shares | Value ($) | |||||||
Common Stocks 97.0% | ||||||||
Australia 2.6% | ||||||||
Newcrest Mining Ltd. | 157,588 | 2,155,655 | ||||||
Rio Tinto Ltd. | 57,300 | 1,757,171 | ||||||
(Cost $1,913,292) | 3,912,826 | |||||||
China 6.3% | ||||||||
Beijing Datang Power Generation Co., Ltd. “H” | 1,586,000 | 1,193,678 | ||||||
Chen Hsong Holdings Ltd. | 572,000 | 355,076 | ||||||
China Petroleum & Chemical Corp. “H” | 4,124,000 | 1,684,575 | ||||||
China Southern Airlines Co., Ltd. “H”* | 1,576,200 | 623,569 | ||||||
China Telecom Corp., Ltd. “H” | 4,400,000 | 1,613,339 | ||||||
China Vanke Co., Ltd. “B” | 2,135,400 | 1,214,310 | ||||||
Hainan Meilan Airport Co., Ltd. “H” | 727,400 | 612,975 | ||||||
Harbin Power Equipment Co., Ltd. “H” | 2,781,300 | 733,550 | ||||||
People’s Food Holdings Ltd. | 1,533,100 | 1,408,754 | ||||||
(Cost $8,321,653) | 9,439,826 | |||||||
Hong Kong 14.4% | ||||||||
BOC Hong Kong Holdings Ltd. | 590,700 | 1,128,552 | ||||||
Cheung Kong Holdings Ltd. | 204,000 | 2,040,604 | ||||||
China Mobile Hong Kong Ltd. (ADR) | 44,600 | 765,336 | ||||||
Citic Pacific Ltd. | 257,000 | 725,765 | ||||||
Fountain Set Holdings Ltd. | 2,052,300 | 1,333,400 | ||||||
Hong Kong Exchange & Clearing Ltd. | 890,000 | 2,387,394 | ||||||
Hongkong Land Holdings Ltd. | 646,000 | 1,711,900 | ||||||
Hutchison Whampoa Ltd. | 286,000 | 2,676,869 | ||||||
Kingboard Chemical Holdings Ltd. | 1,072,000 | 2,275,657 | ||||||
Midland Realty Holdings Ltd. | 4,640,500 | 2,626,912 | ||||||
Shangri-La Asia Ltd. | 942,000 | 1,381,605 | ||||||
Skyworth Digital Holdings Ltd. | 3,878,700 | 753,514 | ||||||
Wing Hang Bank Ltd. | 254,000 | 1,780,977 | ||||||
(Cost $16,070,813) | 21,588,485 | |||||||
India 5.0% | ||||||||
Corporation Bank | 27 | 219 | ||||||
Housing Development Finance Corp., Ltd. | 49,900 | 879,420 | ||||||
Jindal Iron & Steel Co., Ltd. | 157,300 | 1,232,129 | ||||||
Mahindra & Mahindra Ltd. | 133,100 | 1,667,195 | ||||||
Reliance Industries Ltd. | 210,400 | 2,583,656 | ||||||
Satyam Computer Services Ltd. | 113,700 | 1,072,133 | ||||||
(Cost $6,090,907) | 7,434,752 |
Indonesia 3.1% | ||||||||
PT Bank Mandiri | 7,177,500 | 1,488,466 | ||||||
PT Telekomunikasi Indonesia (ADR) “B” | 17,600 | 369,952 | ||||||
PT Telekomunikasi Indonesia Tbk | 5,346,000 | 2,778,826 | ||||||
(Cost $2,640,923) | 4,637,244 | |||||||
Japan 18.2% | ||||||||
AEON Mall Co., Ltd. | 43,000 | 3,059,139 | ||||||
Chiyoda Corp.* | 430,000 | 3,143,066 | ||||||
eAccess Ltd.* | 750 | 662,389 | ||||||
Inpex Corp.* | 38 | 191,724 | ||||||
JFE Holdings, Inc. | 42,600 | 1,216,014 | ||||||
Kamigumi Co., Ltd. | 138,000 | 1,101,630 | ||||||
KDDI Corp. | 188 | 1,012,745 | ||||||
Matsui Securities Co., Ltd. | 66,500 | 2,316,825 | ||||||
Mitsubishi Tokyo Financial Group, Inc. | 330 | 3,349,273 | ||||||
Modec, Inc. | 31,000 | 706,402 | ||||||
Nitto Denko Corp. | 25,000 | 1,371,133 | ||||||
Park24 Co., Ltd. | 94,000 | 1,687,909 | ||||||
Sega Sammy Holdings, Inc.* | 18,000 | 988,972 | ||||||
Sumitomo Corp. | 309,000 | 2,665,717 | ||||||
Sumitomo Realty & Development Co., Ltd. | 166,000 | 2,164,302 | ||||||
Tosoh Corp. | 361,000 | 1,624,095 | ||||||
(Cost $18,601,187) | 27,261,335 | |||||||
Korea 18.1% | ||||||||
Daegu Bank | 415,300 | 2,888,485 | ||||||
Daewoo Shipbuilding & Marine Engineering Co., Ltd. | 69,300 | 1,030,931 | ||||||
GS Holdings Corp.* | 60,900 | 1,317,774 | ||||||
Honam Petrochemical Corp. | 15,500 | 723,942 | ||||||
Hyundai Mobis | 15,000 | 949,092 | ||||||
Insun ENT Co., Ltd. | 39,000 | 766,664 | ||||||
Korea Exchange Bank* | 115,300 | 957,863 | ||||||
Korea Information Service, Inc. | 80,100 | 1,524,314 | ||||||
KT&G Corp. | 53,700 | 1,605,501 | ||||||
LG Electronics, Inc. | 30,230 | 1,871,854 | ||||||
LG Engineering & Construction Corp. | 32,200 | 886,495 | ||||||
LG International Corp. | 87,600 | 681,202 | ||||||
NEPES Corp.* | 53,836 | 504,453 | ||||||
Samsung Electronics Co., Ltd. | 19,880 | 8,651,410 | ||||||
Seoul Semiconductor Co., Ltd. | 37,500 | 604,956 | ||||||
SFA Engineering Corp. | 28,700 | 457,448 | ||||||
Ssangyong Motor Co.* | 93,900 | 544,243 | ||||||
Taegu Department Store Co., Ltd. | 159,000 | 1,181,134 | ||||||
(Cost $17,538,902) | 27,147,761 | |||||||
Malaysia 4.2% | ||||||||
Airasia Bhd.* | 2,357,200 | 1,029,724 | ||||||
Commerce Asset-Holding Bhd. | 1,442,000 | 1,783,527 |
Maxis Communications Bhd. | 443,100 | 1,090,259 | ||||||
Resorts World Bhd. | 485,300 | 1,277,105 | ||||||
SP Setia Bhd. | 942,300 | 1,071,246 | ||||||
(Cost $6,591,781) | 6,251,861 | |||||||
Philippines 0.7% | ||||||||
Philippine Long Distance Telephone Co. (ADR)* (Cost $720,769) | 41,800 | 1,042,074 | ||||||
Singapore 4.0% | ||||||||
Capitaland Ltd. | 1,105,000 | 1,441,834 | ||||||
DBS Group Holdings Ltd.* | 167,000 | 1,647,084 | ||||||
Elec & Eltek International Co., Ltd. | 341,800 | 970,712 | ||||||
Petra Foods Ltd.* | 1,283,800 | 648,821 | ||||||
Singapore Telecommunications Ltd. | 901,650 | 1,314,584 | ||||||
(Cost $5,883,227) | 6,023,035 | |||||||
Taiwan 15.5% | ||||||||
AU Optronics Corp. (ADR) | 68,800 | 985,216 | ||||||
Cathay Financial Holding Co, Ltd. | 721,000 | 1,478,858 | ||||||
China Steel Corp. | 1,262,000 | 1,425,674 | ||||||
Chungwha Telecom Co., Ltd. | 1,071,000 | 2,112,260 | ||||||
CMC Magnetics Corp. | 1,216,000 | 629,296 | ||||||
Hon Hai Precision Industry Co., Ltd. | 297,849 | 1,381,628 | ||||||
Hotai Motor Co., Ltd. | 395,700 | 811,628 | ||||||
Hung Poo Real Estate Development Corp. | 775,000 | 648,075 | ||||||
Mega Financial Holding Co., Ltd. | 3,327,520 | 2,299,549 | ||||||
Siliconware Precision Industries Co. | 3,147,400 | 2,602,142 | ||||||
Ta Chong Bank Ltd.* | 3,219,000 | 1,229,091 | ||||||
Taiwan Semiconductor Manufacturing Co., Ltd. | 2,540,040 | 4,047,713 | ||||||
United Microelectronics Corp. (ADR)* | 327,600 | 1,156,428 | ||||||
Yuanta Core Pacific Securities Co. | 1,619,926 | 1,231,941 | ||||||
Zyxel Communications Corp. | 467,000 | 1,097,870 | ||||||
(Cost $19,467,189) | 23,137,369 | |||||||
Thailand 4.9% | ||||||||
Bangkok Bank PCL (Foreign Registered) | 915,000 | 2,684,942 | ||||||
Precious Shipping PCL (Foreign Registered) | 662,100 | 673,178 | ||||||
PTT Exploration and Production PCL (Foreign Registered) | 142,100 | 1,060,721 | ||||||
Thai Olefin PCL (Foreign Registered)* | 583,300 | 1,005,948 | ||||||
The Siam Cement Public Co., Ltd. (Foreign Registered) | 266,400 | 1,892,571 | ||||||
(Cost $5,303,844) | 7,317,360 | |||||||
Total Common Stocks (Cost $109,144,487) | 145,193,928 | |||||||
Warrants 0.0% | ||||||||
Hong Kong | ||||||||
Kingboard Chemical Holdings Ltd.* (Cost $841) | 91,000 | 48,587 | ||||||
Preferred Stocks 2.0% | ||||||||
Korea | ||||||||
Daishin Securities Co., Ltd | 209,100 | 1,807,810 | ||||||
Samsung Electronics Co., Ltd. | 3,800 | 1,095,730 | ||||||
Total Preferred Stocks (Cost $2,055,536) | 2,903,540 | |||||||
Rights 0.0% | ||||||||
Thailand | ||||||||
True Corp. PCL* (Cost $0) | 299,999 | 0 | ||||||
Exchange Traded Fund 0.7% | ||||||||
iShares MSCI Malaysia Index Fund (Cost $1,094,439) | 147,600 | 1,055,340 | ||||||
Cash Equivalents 0.2% | ||||||||
Scudder Cash Management QP Trust, 2.24% (b) (Cost $350,366) | 350,366 | 350,366 |
% of Net Assets | Value ($) | |||||||
Total Investment Portfolio (Cost $112,645,669) (a) | 99.9 | 149,551,761 | ||||||
Other Assets and Liabilities, Net | 0.1 | 68,125 | ||||||
Net Assets | 100.0 | 149,619,886 |
* | Non-income producing security. | |
(a) | The cost for federal income tax purposes was $113,975,166. At December 31, 2004, net unrealized appreciation for all securities based on tax cost was $35,576,595. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $36,862,837 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $1,286,242. | |
(b) | Scudder Cash Management QP Trust is managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end. |
Assets | ||||
Investments: | ||||
Investments in securities, at value (cost $112,295,303) | $ | 149,201,395 | ||
Investment in Scudder Cash Management QP Trust (cost $350,366) | 350,366 | |||
Total investments in securities, at value (cost $112,645,669) | 149,551,761 | |||
Foreign currency, at value (cost $10,780) | 10,890 | |||
Receivable for investments sold | 495,789 | |||
Dividends receivable | 571,782 | |||
Interest receivable | 941 | |||
Foreign taxes recoverable | 97,047 | |||
Other assets | 9,462 | |||
Total assets | 150,737,672 | |||
Liabilities | ||||
Payable for investments purchased | 599,614 | |||
Deferred foreign taxes | 106,931 | |||
Accrued management fee | 149,175 | |||
Other accrued expenses and payables | 262,066 | |||
Total liabilities | 1,117,786 | |||
Net assets, at value | $ | 149,619,886 | ||
Net Assets | ||||
Net assets consist of: | ||||
Accumulated distributions in excess of net investment income | (76,822 | ) | ||
Net unrealized appreciation (depreciation) on: | ||||
Investments (net of deferred foreign taxes of $106,931) | 36,799,161 | |||
Foreign currency related transactions | 6,895 | |||
Accumulated net realized gain (loss) | (1,228,648 | ) | ||
Cost of 181,600 shares held in treasury | (1,526,821 | ) | ||
Paid-in capital | 115,646,121 | |||
Net assets, at value | $ | 149,619,886 | ||
Net Asset Value per share ($149,619,886 ÷ 8,759,833 outstanding shares of common stock, issued and outstanding, $.01 par value, 50,000,000 shares authorized) | $ | 17.08 |
Investment Income | ||||
Income: | ||||
Dividends (net of foreign taxes withheld of $427,142) | $ | 2,996,016 | ||
Interest — Scudder Cash Management QP Trust | 17,031 | |||
Total Income | 3,013,047 | |||
Expenses: | ||||
Management fee | 1,638,990 | |||
Services to shareholders | 42,522 | |||
Custodian and accounting fees | 349,422 | |||
Auditing | 115,885 | |||
Legal | 27,567 | |||
Directors’ fees and expenses | 125,706 | |||
Reports to shareholders | 61,276 | |||
NYSE listing fee | 20,900 | |||
Other | 65,853 | |||
Total expenses, before expense reductions | 2,448,121 | |||
Expense reductions | (1,296 | ) | ||
Total expenses, after expense reductions | 2,446,825 | |||
Net investment income (loss) | 566,222 | |||
Realized and Unrealized Gain (Loss) on Investment Transactions | ||||
Net realized gain (loss) from: | ||||
Investments (net of foreign taxes of $607,229) | 24,292,573 | |||
Foreign currency related transactions | (15,314 | ) | ||
24,277,259 | ||||
Net unrealized appreciation (depreciation) during the period on: | ||||
Investments (net of deferred foreign tax credit of $728,026) | (10,173,198 | ) | ||
Foreign currency related transactions | 1,689 | |||
(10,171,509 | ) | |||
Net gain (loss) on investment transactions | 14,105,750 | |||
Net increase (decrease) in net assets resulting from operations | $ | 14,671,972 |
Increase (Decrease) in Net Assets | Years Ended December 31, | |||||||
2004 | 2003 | |||||||
Operations: | ||||||||
Net investment income (loss) | $ | 566,222 | $ | 286,360 | ||||
Net realized gain (loss) on investment transactions | 24,277,259 | 6,774,750 | ||||||
Net unrealized appreciation (depreciation) during the period on investment transactions | (10,171,509 | ) | 45,345,173 | |||||
Net increase (decrease) in net assets resulting from operations | 14,671,972 | 52,406,283 | ||||||
Distributions to shareholders from: | ||||||||
Net investment income | (192,716 | ) | — | |||||
Fund share transactions: | ||||||||
Cost of shares repurchased | — | (1,526,821 | ) | |||||
Net increase (decrease) in net assets from Fund share transactions | — | (1,526,821 | ) | |||||
Increase (decrease) in net assets | 14,479,256 | 50,879,462 | ||||||
Net assets at beginning of period | 135,140,630 | 84,261,168 | ||||||
Net assets at end of period (including accumulated distributions in excess of net investment income and undistributed net investment income of $76,822 and $172,215, respectively) | $ | 149,619,886 | $ | 135,140,630 | ||||
Other Information | ||||||||
Shares outstanding at beginning of period | 8,759,833 | 8,941,433 | ||||||
Shares repurchased | — | (181,600 | ) | |||||
Shares outstanding at end of period | 8,759,833 | 8,759,833 |
Years Ended December 31, | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of period | $ | 15.43 | $ | 9.42 | $ | 10.43 | $ | 12.26 | $ | 24.09 | ||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||
Net investment income (loss)a | .06 | .03 | (.07 | ) | (.04 | ) | (.19 | ) | ||||||||||||
Net realized and unrealized gain (loss) on investment transactions | 1.61 | 5.95 | (.94 | ) | (1.70 | ) | (9.08 | ) | ||||||||||||
Total from investment operations | 1.67 | 5.98 | (1.01 | ) | (1.74 | ) | (9.27 | ) | ||||||||||||
Less distributions from: | ||||||||||||||||||||
Net investment income | (.02 | ) | — | — | — | — | ||||||||||||||
Net realized gains on investment transactions | — | — | — | (.09 | ) | (2.56 | ) | |||||||||||||
Total distributions | (.02 | ) | — | — | (.09 | ) | (2.56 | ) | ||||||||||||
NAV accretion resulting from repurchases of shares at value | — | .03 | — | — | — | |||||||||||||||
Net asset value, end of period | $ | 17.08 | $ | 15.43 | $ | 9.42 | $ | 10.43 | $ | 12.26 | ||||||||||
Market value, end of period | $ | 14.83 | $ | 14.33 | $ | 7.71 | $ | 8.46 | $ | 9.31 | ||||||||||
Total Return | ||||||||||||||||||||
Per share net asset value (%)b | 10.81 | 63.80 | (9.68 | ) | (14.17 | ) | (36.57 | ) | ||||||||||||
Per share market value (%)b | 3.66 | 85.86 | (8.87 | ) | (8.32 | ) | (41.43 | ) | ||||||||||||
Ratios to Average Net Assets and Supplemental Data | ||||||||||||||||||||
Net assets, end of period ($ millions) | 150 | 135 | 84 | 93 | 108 | |||||||||||||||
Ratio of expenses (%) | 1.81 | 2.04 | 1.99 | 1.89 | 1.68 | |||||||||||||||
Ratio of net investment income (loss) (%) | .42 | .28 | (.70 | ) | (.35 | ) | (.95 | ) | ||||||||||||
Portfolio turnover rate (%) | 92 | 80 | 101 | 161 | 121 |
a | Based on average shares outstanding during the period. | |
b | Total return based on net asset value reflects changes in the Fund’s net asset value during the period. Total return based on market value reflects changes in market value. Each figure includes reinvestments of distributions. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund’s shares trade during the period. |
Undistributed ordinary income | $ | 597,643 | ||
Undistributed net long-term capital gains | $ | — | ||
Capital loss carryforwards | $ | (574,000 | ) | |
Net unrealized appreciation (depreciation) on investments | $ | 35,576,595 |
Report of Independent Registered Public Accounting Firm |
Boston, Massachusetts February 25, 2005 | PricewaterhouseCoopers LLP |
Tax Information (Unaudited) |
Country | Foreign Income | Foreign Taxes | ||||||
Australia | 0.43 | % | — | |||||
Bermuda | 0.86 | % | — | |||||
China | 0.86 | % | — | |||||
Hong Kong | 13.00 | % | — | |||||
India | 28.90 | % | 58.30 | % | ||||
Indonesia | 4.11 | % | 3.32 | % | ||||
Japan | 4.68 | % | 1.76 | % | ||||
Korea | 17.88 | % | 17.18 | % | ||||
Malaysia | 1.61 | % | 2.42 | % | ||||
New Zealand | 0.28 | % | 0.22 | % | ||||
Singapore | 1.29 | % | 0.69 | % | ||||
Taiwan | 10.10 | % | 14.51 | % | ||||
Thailand | 3.22 | % | 1.60 | % | ||||
Total Foreign | 87.22 | % | 100.00 | % | ||||
United States | 12.78 | % | 0.00 | % | ||||
Total | 100.00 | % | 100.00 | % |
Dividend Reinvestment and Cash Purchase Plan |
The Plan |
Number of Votes: | ||||||||
Directors | For | Withheld | ||||||
Kenneth C. Froewiss | 6,879,101 | 227,802 | ||||||
Susan Kaufman Purcell | 6,861,623 | 245,280 |
Non-Interested Directors | ||||||
Name, Year of Birth, | ||||||
Position(s) Held with the | Number of Funds | |||||
Fund and Length of Time | Principal Occupation(s) During Past 5 Years and | in Fund Complex | ||||
Served | Other Directorships Held | Overseen | ||||
Robert J. Callander1 (1931) | Retired; Vice Chairman, Chemical Banking Corporation; Directorships: Aramark Corporation (food service); Member, Council on Foreign Relations | 5 | ||||
Chairman | ||||||
2004-present | ||||||
Director | ||||||
1994-present | ||||||
Kenneth C. Froewiss (1945) | Clinical Professor of Finance, NYU Stern School of Business; Member, Finance Committee, Association for Asian Studies (2002-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996) | 5 | ||||
Director | ||||||
1999-present | ||||||
William H. Luers1 (1929) | President and Chief Executive Officer, United Nations Association of the United States of America; Directorships: Wickes Lumber Company (building materials), America Online Latin America (media communications), Rockefeller Brothers Fund (foundation), Appeal of Conscience Foundation; Member, | 5 | ||||
Director | Advisory Board, The Trust for Mutual Understanding | |||||
1998-present Ronaldo A. da Frota Nogueira (1938) | Director and Chief Executive Officer, IMF Editora Ltd. (financial publisher); Chairman of the Certification Committee and Director, APIMEC Nacional (Brazilian Association of Investment Professionals and Analysts); | 5 | ||||
Member, Board of the Association of Certified International Investment Analysts (ACIIA). | ||||||
Director | ||||||
2001-present | ||||||
Susan Kaufman Purcell (1942) | Vice President, Council of the Americas; Vice President, Americas Society; Directorships: Valero Energy Corporation; Freedom House; Foundation for Management Education in Central America; Member, Advisory | 4 | ||||
Board, The Inter-American Foundation; Member, Council on Foreign Relations. | ||||||
Director | ||||||
2001-present | ||||||
Kesup Yun (1945) | Professor, College of Business Administration, Seoul National University, Seoul, Korea; prior thereto, Director, The Korea Liberalisation Fund, Inc. (U.K.) (1996-1999); Dean, College of Business Administration, Seoul | 5 | ||||
National University (1999-2001); Visiting Professor, London Business School (1997-1998) | ||||||
Director | ||||||
1999-present |
Interested Directors and Officers | ||||
Name, Year of Birth, | Number of | |||
Position(s) Held with | Funds in Fund | |||
the Fund and Length of | Principal Occupation(s) During Past 5 Years and | Complex | ||
Time Served | Other Directorships Held | Overseen | ||
Vincent J. Esposito2 (1956) | Managing Director of Deutsche Asset Management (2003 to present); Vice Chairman and Director of The Brazil Fund, Inc., Scudder Global Commodities Stock Fund, Inc., and Scudder Global High Income Fund, Inc. (2004 to present); Vice President of Central European Equity Fund, Inc. (2003 to present ); Vice President of The Germany Fund, Inc. (2003 to present); Vice President of The New Germany Fund, Inc. (2003 to present) (registered investment companies); formerly, Managing Director, Putnam Investments (1991-2002) | n/a | ||
Vice Chairman and | ||||
Director | ||||
2004-present | ||||
Julian F. Sluyters (1960) | Managing Director of Deutsche Asset Management (2004 to present); President and Chief Executive Officer of the Scudder Funds (2004 to present); President and Chief Executive Officer, UBS Fund Services (2001-2003); Chief Administrative Officer (1998-2001) and Senior Vice President and Director of Mutual Fund Operations (1991-1998) | n/a | ||
President and Chief Executive Officer and Director | UBS Global Asset Management | |||
2004-present | ||||
Paul H. Schubert (1963) | Managing Director, Deutsche Asset Management (2004 to present); Chief Financial Officer of the Scudder Funds (2004 to present). Formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds at UBS Global Asset Management (1994-2004) | n/a | ||
Chief Financial Officer | ||||
2004-present | ||||
Terrence Gray (1969) | Director of Deutsche Asset Management | n/a | ||
Vice President | ||||
2002-present | ||||
Bruce A. Rosenblum3 (1960) | Director of Deutsche Asset Management (2002 to present); prior thereto, Vice President of Deutsche Asset Management (2000-2002); and partner with the law firm of Freedman, Levy, Kroll & Simonds | n/a | ||
Vice President and Assistant Secretary | ||||
2002-present | ||||
Charles A. Rizzo4 (1957) | Director of Deutsche Asset Management (April 2000 to present); formerly, Vice President and Department Head, BT Alex., Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999); Senior Manager, Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers LLP) (1993-1998) | n/a | ||
Treasurer | ||||
2002-present | ||||
Kate Sullivan D’Eramo4 (1957) | Director of Deutsche Asset Management | n/a | ||
Assistant Treasurer | ||||
2003-present | ||||
Kevin M. Gay4 (1959) | Vice President of Deutsche Asset Management | n/a | ||
Assistant Treasurer | ||||
2004-present | ||||
Salvatore Schiavone4 (1965) | Director of Deutsche Asset Management | n/a | ||
Assistant Treasurer | ||||
2003-present | ||||
John Millette4 (1962) | Director of Deutsche Asset Management | n/a |
Interested Directors and Officers | ||||
Name, Year of Birth, | Number of | |||
Position(s) Held with | Funds in Fund | |||
the Fund and Length of | Principal Occupation(s) During Past 5 Years and | Complex | ||
Time Served | Other Directorships Held | Overseen | ||
Assistant Secretary | ||||
1999—present | ||||
Caroline Pearson4 (1962) | Managing Director of Deutsche Asset Management | n/a | ||
Assistant Secretary | ||||
1998—present |
1 | The fund expects that William H. Luers would continue as a Director until his term expires at the fund’s 2005 annual meeting, and that Mr. Callander, because of his responsibilities as Chairman of the Board, will continue as a Director indefinitely. The fund had previously indicated that both Directors were expected to retire in April 2005. | |
2 | As a result of their respective positions held with the Manager, these individuals are considered “interested persons” of the Manager within the meaning of the 1940 Act, as amended. Interested persons receive no compensation from the fund. | |
3 | Address: One South Street, Baltimore, Maryland | |
4 | Address: Two International Place, Boston, Massachusetts |
FORM N-CSR DISCLOSURE RE: AUDIT FEES
Fiscal Year | Audit Fees | Audit-Related | Tax Fees | All Other | ||||||||||||
Ended | Billed | Fees Billed | Billed to | Fees Billed | ||||||||||||
December 31, | to Fund | to Fund | Fund | to Fund | ||||||||||||
2004 | $ | 94,000 | $ | 185 | $ | 11,000 | $ | 0 | ||||||||
2003 | $ | 91,000 | $ | 1,237 | $ | 10,700 | $ | 0 |
Affiliated Fund Service Providers
Audit-Related | Tax Fees | All Other | ||||||||||
Fees Billed | Billed to | Fees Billed | ||||||||||
to Adviser | Adviser and | to Adviser and | ||||||||||
Fiscal | and Affiliated | Affiliated | Affiliated | |||||||||
Year Ended | Fund Service | Fund Service | Fund Service | |||||||||
December 31, | Providers | Providers | Providers | |||||||||
2004 | $ | 431,907 | $ | 0 | $ | 0 | ||||||
2003 | $ | 538,457 | $ | 0 | $ | 0 |
Total | ||||||||||||||||
Non-Audit | ||||||||||||||||
Fees billed to | ||||||||||||||||
Adviser and | ||||||||||||||||
Affiliated Fund | Total | |||||||||||||||
Service Providers | Non-Audit | |||||||||||||||
(engagements | Fees billed | |||||||||||||||
related | to Adviser and | |||||||||||||||
directly to the | Affiliated Fund | |||||||||||||||
Total | operations and | Service | ||||||||||||||
Non-Audit | financial | Providers | ||||||||||||||
Fiscal | Fees Billed | reporting | (all other | Total of | ||||||||||||
Year Ended | to Fund | of the Fund | engagements) | (A), (B | ||||||||||||
December 31, | (A) | (B) | (C) | and (C) | ||||||||||||
2004 | $ | 11,000 | $ | 0 | $ | 253,272 | $ | 264,272 | ||||||||
2003 | $ | 10,700 | $ | 0 | $ | 3,967,000 | $ | 3,977,700 |
COMPANIES.
o | Shareholder Rights — The advisor generally votes against proposals that restrict shareholder rights. | ||
o | Corporate Governance — The advisor generally votes for confidential and cumulative voting and against supermajority voting requirements for charter and bylaw amendments. | ||
o | Anti-Takeover Matters — The advisor generally votes for proposals that require shareholder ratification of poison pills or that request boards to redeem poison pills, and votes “against” the adoption of poison pills if they are submitted for shareholder ratification. The advisor generally votes for fair price proposals. | ||
o | Routine Matters — The advisor generally votes for the ratification of auditors, procedural matters related to the annual meeting, and changes in company name, and against bundled proposals and adjournment. |
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
(a) | ||||||
Total | (b) | |||||
Number | Average | |||||
of Shares | Price Paid | |||||
Period | Purchased | per Share | ||||
January 1 through January 31, 2004 | 0 | $ | 0 | |||
February 1 through February 29, 2004 | 0 | $ | 0 | |||
March 1 through March 31, 2004 | 0 | $ | 0 | |||
April 1 through April 30, 2004 | 0 | $ | 0 | |||
May 1 through May 31, 2004 | 0 | $ | 0 | |||
June 1 through June 30, 2004 | 0 | $ | 0 | |||
July 1 through July 31, 2004 | 0 | $ | 0 | |||
August 1 through August 31, 2004 | 0 | $ | 0 | |||
September 1 through September 30, 2004 | 0 | $ | 0 | |||
October 1 through October 31, 2004 | 0 | $ | 0 | |||
November 1 through November 30, 2004 | 0 | $ | 0 | |||
December 1 through December 31, 2004 | 0 | $ | 0 | |||
Total | 0 | $ | 0 | |||
(c) Total | (d) | |||
Number | Maximum | |||
of Shares | Number of | |||
Purchased | Shares that | |||
as Part | May Yet Be | |||
of Publicly | Purchased | |||
Announced | Under the | |||
Plans or | Plans or | |||
Period | Programs | Programs | ||
January 1 through January 31, 2004 | n/a | n/a | ||
February 1 through February 29, 2004 | n/a | n/a | ||
March 1 through March 31, 2004 | n/a | n/a | ||
April 1 through April 30, 2004 | n/a | n/a | ||
May 1 through May 31, 2004 | n/a | n/a | ||
June 1 through June 30, 2004 | n/a | n/a | ||
July 1 through July 31, 2004 | n/a | n/a | ||
August 1 through August 31, 2004 | n/a | n/a | ||
September 1 through September 30, 2004 | n/a | n/a | ||
October 1 through October 31, 2004 | n/a | n/a | ||
November 1 through November 30, 2004 | n/a | n/a | ||
December 1 through December 31, 2004 | n/a | n/a | ||
Total | n/a | n/a | ||
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
ITEM 10. CONTROLS AND PROCEDURES. |
ITEM 11. EXHIBITS. |
(a) (1) | Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH. | |
(a) (2) | Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT. | |
(b) | Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT. |
Registrant: | Scudder New Asia Fund | |
By: | /s/Julian Sluyters | |
Julian Sluyters | ||
Chief Executive Officer | ||
Date: | February 28, 2005 |
Registrant: | Scudder New Asia Fund | |
By: | /s/Julian Sluyters | |
Julian Sluyters | ||
Chief Executive Officer | ||
Date: | February 28, 2005 | |
By: | /s/Paul Schubert | |
Paul Schubert | ||
Chief Financial Officer | ||
Date: | February 28, 2005 |
1. | all reasonable legal and other expenses incurred by the Independent Trustees in connection with the Private Litigation and Enforcement Actions, and any actions that may be threatened or commenced in the future by any person (including any governmental authority), arising from or similar to the matters alleged in the Private Litigation and Enforcement Actions, including without limitation expenses related to the defense of, service as a witness in, or monitoring of such proceedings or actions; | |
2. | all liabilities and reasonable legal and other expenses incurred by any Independent Trustee in connection with any judgment resulting from, or settlement of, any such proceeding, action or matter; | |
3. | any loss or reasonable legal and other expenses incurred by any Independent Trustee as a result of the denial of, or dispute about, any insurance claim under, or actual or purported rescission or termination of, any policy of insurance arranged by DeIM (or by a representative of DeIM acting as such, acting as a representative of the Registrant or of the Independent Trustees or acting otherwise) for the benefit of the Independent Trustee, to the extent that such denial, dispute or rescission is based in whole or in part upon any alleged misrepresentation made in the application for such policy or any other alleged improper conduct on the part of DeIM, any of its corporate affiliates, or any of their directors, officers or employees; | |
4. | any loss or reasonable legal and other expenses incurred by any Independent Trustee, whether or not such loss or expense is incurred with respect to a Covered Matter, which is otherwise covered under the terms of any specified policy of insurance, but for which the Independent Trustee is unable to obtain advancement of expenses or indemnification under that policy of insurance, due to the exhaustion of policy limits which is due in whole or in part to DeIM or any affiliate thereof having received advancement of expenses or indemnification under that policy for or with respect to any Covered Matter; provided, that the total amount that DeIM will be obligated to pay under this provision for all loss or expense shall not exceed the amount that DeIM and any of its affiliates actually receive under that policy of insurance for or with respect to any and all Covered Matters; and | |
5. | all liabilities and reasonable legal and other expenses incurred by any Independent Trustee in connection with any proceeding or action to enforce his or her rights under the agreement, unless DeIM prevails on the merits of any such dispute in a final, nonappealable court order. |
Item 16. Exhibits | ||||||||
(1 | ) | (a) | Articles of Amendment and Restatement of the Registrant as of January 24, 1991. (Incorporated by reference to Post-Effective Amendment No. 56 to the registration statement of the Registrant on Form N-1A (the “Registration Statement”).) | |||||
(b) | Articles Supplementary dated September 17, 1992. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(c) | Articles Supplementary dated December 1, 1992. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(d) | Articles Supplementary dated August 3, 1994. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(e) | Articles Supplementary dated February 20, 1996. (Incorporated by reference to Exhibit 1(e) to Post-Effective Amendment No. 46 to the Registration Statement.) | |||||||
(f) | Articles Supplementary dated September 5, 1996. (Incorporated by reference to Exhibit 1(f) to Post-Effective Amendment No. 52 to the Registration Statement.) | |||||||
(g) | Articles Supplementary dated December 12, 1996. (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.) | |||||||
(h) | Articles Supplementary dated March 3, 1997. (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.) | |||||||
(i) | Articles of Amendment dated December 23, 1997. (Incorporated by reference to Post-Effective Amendment No. 65 to the Registration Statement.) | |||||||
(j) | Articles Supplementary dated March 2,1998. (Incorporated by reference to Post-Effective Amendment No. 65 to the Registration Statement.) | |||||||
(k) | Articles Supplementary dated March 31, 1998. (Incorporated by reference to Post-Effective Amendment No. 65 to the Registration Statement.) | |||||||
(l) | Articles of Transfer from Scudder Institutional Fund Inc., dated April 3, 1998. (Incorporated by reference to Post-Effective Amendment No. 67 to the Registration Statement.) | |||||||
(m) | Articles Supplementary dated June 7, 1999. (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.) | |||||||
(n) | Articles Supplementary dated March 31, 2000. (Incorporated by reference to Post-Effective Amendment No. 79 to the Registration Statement.) | |||||||
(o) | Articles of Amendment dated August 11, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.) | |||||||
(p) | Articles Supplementary dated November 30, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.) | |||||||
(q) | Articles Supplementary dated November 30, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.) |
(r) | Articles Supplementary dated December 26, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.) | |||||||
(s) | Articles of Amendment dated December 26, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.) | |||||||
(t) | Articles Supplementary dated December 26, 2000. (Incorporated by reference to Post-Effective Amendment No. 83 to the Registration Statement.) | |||||||
(u) | Articles Supplementary dated December 26, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(v) | Articles Supplementary dated August 14, 2001. (Incorporated by reference to Post-Effective Amendment No. 86 to the Registration Statement.) | |||||||
(w) | Articles of Amendment dated August 16, 2004. (Incorporated by reference to Post-Effective Amendment No. 100 to the Registration Statement.) | |||||||
(x) | Articles Supplementary dated August 20, 2004. (Incorporated by reference to Post-Effective Amendment No. 100 to the Registration Statement.) | |||||||
(y) | Articles Supplementary dated October 12, 2004. (Incorporated by reference to Post-Effective Amendment No. 100 to the Registration Statement.) | |||||||
(2 | ) | (a) | Amended and Restated By-Laws of the Registrant dated March 4, 1991. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||
(b) | Amended and Restated By-Laws of the Registrant dated September 20, 1991. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(c) | Amended and Restated By-Laws of the Registrant dated December 12, 1991. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(d) | Amended and Restated By-Laws of the Registrant dated September 4, 1996. (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.) | |||||||
(e) | Amended and Restated By-Laws of the Registrant dated December 3, 1997. (Incorporated by reference to Post-Effective Amendment No. 59 to the Registration Statement.) | |||||||
(f) | Amended and Restated By-Laws of the Registrant dated February 7, 2000. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(g) | Amended and Restated By-Laws of the Registrant dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(h) | Amendment to By-Laws, dated December 10, 2002. (Incorporated by reference to Post-Effective Amendment No. 96 to the Registration Statement.) | |||||||
(i) | Certificate of the Secretary of the Scudder Funds dated October 30, 2003. (Incorporated by reference to Post-Effective Amendment No. 97 to the Registration Statement.) |
(j) | Amendment to By-Laws, dated October 14, 2003. (Incorporated by reference to Post-Effective Amendment No. 98 to the Registration Statement.) | |||||||
(k) | Amendment to By-Laws, dated August 10, 2004. (Incorporated by reference to Post-Effective Amendment No. 98 to the Registration Statement.) | |||||||
(3 | ) | Inapplicable. | ||||||
(4 | ) | The Agreement and Plan of Reorganization is attached as Appendix A to Part A of this registration statement on Form N-14. | ||||||
(5 | ) | (a) | Sections [___] and Articles [___] of the Articles of Amendment and Restatement of the Registrant included in response to Item 16(1) of this Part C. | |||||
(b) | Sections [___] of the Amended and Restated Bylaws of the Registrant included in response to Item 16(2) of this Part C. | |||||||
(6 | ) | (a) | Investment Management Agreement between the Registrant, on behalf of Scudder International Fund and Deutsche Investment Management Americas Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 89 to the Registration Statement.) | |||||
(b) | Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, on behalf of Scudder International Fund, dated September 30, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.) | |||||||
(c) | Investment Management Agreement between the Registrant, on behalf of Scudder Greater Europe Growth Fund, and Deutsche Investment Management Americas Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.) | |||||||
(d) | Investment Management Agreement between the Registrant, on behalf of Scudder Latin America Fund, and Deutsche Investment Management Americas Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.) | |||||||
(e) | Investment Management Agreement between the Registrant, on behalf of Scudder Pacific Opportunities Fund, and Deutsche Investment Management Americas Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.) | |||||||
(f) | Investment Management Agreement between the Registrant, on behalf of Scudder Emerging Markets Growth Fund, and Deutsche Investment Management Americas Inc., dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.) | |||||||
(g) | Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, on behalf of Scudder Greater Europe Growth Fund. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.) | |||||||
(h) | Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, on behalf of Scudder |
Pacific Opportunities Fund. (Incorporated by reference to Post-Effective Amendment No. 93 to the Registration Statement.) | ||||||||
(i) | Amendment to Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, dated April 23, 2003, on behalf of the Scudder International Fund. (Incorporated by reference to Post-Effective Amendment No. 96 to the Registration Statement.) | |||||||
(j) | Amendment to Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management (Asia) Limited, dated April 23, 2003, on behalf of the Scudder Pacific Opportunities Fund. (Incorporated by reference to Post-Effective Amendment No. 96 to the Registration Statement.) | |||||||
(k) | Amendment to Research and Advisory Agreement between Deutsche Investment Management Americas Inc. and Deutsche Asset Management Investment Services Limited, dated April 23, 2003, on behalf of the Scudder Greater Europe Growth Fund. (Incorporated by reference to Post-Effective Amendment No. [___] to the Registration Statement.) | |||||||
(7 | ) | (a) | Underwriting and Distribution Services Agreement between the Registrant and Scudder Distributors, Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 89 to the Registration Statement.) | |||||
(b) | Underwriting Agreement between the Registrant and Scudder Distributors, Inc. dated September 30, 2002. (Incorporated by reference to Post-Effective Amendment No. 89 to the Registration Statement.) | |||||||
(8 | ) | Inapplicable. | ||||||
(9 | ) | (a) | Custodian Contract between the Registrant, on behalf of Scudder Latin America Fund, and Brown Brothers Harriman & Co. dated November 25, 1992. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||
(b) | Custodian Contract between the Registrant, on behalf of Scudder Pacific Opportunities Fund, and Brown Brothers Harriman & Co. dated November 25, 1992. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(c) | Custodian Contract between the Registrant, on behalf of Scudder Greater Europe Growth Fund, and Brown Brothers Harriman & Co. dated October 10, 1994. (Incorporated by reference to Post-Effective Amendment No. 44 to the Registration Statement.) | |||||||
(d) | Custodian Contract between the Registrant and Brown Brothers Harriman & Co. dated March 7, 1995. (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.) | |||||||
(e) | Fee schedule for Exhibit (9)(d). (Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement.) | |||||||
(f) | Fee schedule for Exhibit (9)(d) dated July 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(g) | Master Subcustodian Agreement between Brown Brothers Harriman & Co. and Morgan Guaranty Trust Company of New York, Brussels office, dated November 15, 1976. |
(Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | ||||||||
(h) | Fee schedule for Exhibit (9)(g). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(i) | Subcustodian Agreement between Brown Brothers Harriman & Co. and The Bank of New York, London office, dated January 30, 1979. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(j) | Fee schedule for Exhibit (9)(i). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(k) | Master Subcustodian Agreement between Brown Brothers Harriman & Co. and The Chase Manhattan Bank, N.A., Singapore office, dated June 9, 1980. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(l) | Fee schedule for Exhibit (9)(k). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.). | |||||||
(m) | Master Subcustodian Agreement between Brown Brothers Harriman & Co. and The Chase Manhattan Bank, N.A., Hong Kong office, dated June 4, 1979. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(n) | Fee schedule for Exhibit (9)(m). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(o) | Master Subcustodian Agreement between Brown Brothers Harriman & Co. and Citibank, N.A. New York office, dated July 16, 1981. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(p) | Fee schedule for Exhibit (9)(o). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(10 | ) | (a) | Rule 12b-1 Plan for Scudder International Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||
(b) | Rule 12b-1 Plan for Scudder Emerging Markets Growth Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(c) | Rule 12b-1 Plan for Scudder Greater Europe Growth Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(d) | Rule 12b-1 Plan for Scudder Latin America Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(e) | Rule 12b-1 Plan for Scudder Pacific Opportunities Fund Classes A, B and C shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) |
(f) | Plan with respect to Scudder International Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 58 to the Registration Statement.) | |||||||
(g) | Amended Plan with respect to Scudder International Fund pursuant to Rule 18f-3 dated June 7, 1999. (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.) | |||||||
(h) | Plan with respect to Scudder Latin America Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(i) | Plan with respect to Scudder Pacific Opportunities Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(j) | Plan with respect to Scudder Greater Europe Growth Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(k) | Plan with respect to Scudder Emerging Markets Growth Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(l) | Amended and Restated Plan with respect to Scudder International Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(m) | Amended and Restated Plan with respect to Scudder Pacific Opportunities Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(n) | Amended and Restated Plan with respect to Scudder Latin America Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(o) | Amended and Restated Plan with respect to Scudder Greater Europe Growth Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(p) | Amended and Restated Plan with respect to Scudder Emerging Markets Growth Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(q) | Amended and Restated Plan with respect to Scudder International Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 80 to the Registration Statement.) | |||||||
(r) | Amended and Restated Plan with respect to Scudder International Fund pursuant to Rule 18f-3, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(s) | Amended and Restated Plan with respect to Scudder Latin America Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 86 to the Registration Statement). |
(t) | Amended and Restated Plan with respect to Scudder Greater Europe Growth Fund, Scudder Pacific Opportunities Fund and Scudder Latin America Fund pursuant to Rule 18f-3. (Incorporated by reference to Post-Effective Amendment No. 93 to the Registration Statement.) | |||||||
(u) | Amended and Restated Plan with respect to the Registrant pursuant to Rule 18f-3 dated January 31, 2003. (Incorporated by reference to Post-Effective Amendment No. 96 to the Registration Statement.) | |||||||
(v) | Amended and Restated Plan with respect to the Registrant pursuant to Rule 18f-3 dated October 12, 2004. (Incorporated by reference to Post-Effective Amendment No. 100 to the Registration Statement.) | |||||||
(11 | ) | Opinion of Ropes & Gray LLP, including consent, to be filed by Pre-Effective Amendment to this registration statement on Form N-14. | ||||||
(12 | ) | Form of Opinion of Willkie Farr & Gallagher LLP as to Tax Matters, including consent, to be filed by Pre-Effective Amendment to this registration statement on Form N-14. | ||||||
(13 | ) | (a) | Transfer Agency and Service Agreement between the Registrant and Scudder Service Corporation dated October 2, 1989. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||
(b) | Fee schedule for Exhibit (13)(a). (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(c) | Service Agreement between Copeland Associates, Inc. and Scudder Service Corporation dated June 8, 1995. (Incorporated by reference to Post-Effective Amendment No. 45 to the Registration Statement.) | |||||||
(d) | COMPASS and TRAK 2000 Service Agreement between the Registrant and Scudder Trust Company dated October 1, 1995. (Incorporated by reference to Exhibit 9(c)(3) to Post-Effective Amendment No. 47 to the Registration Statement.) | |||||||
(e) | Shareholder Services Agreement between the Registrant and Charles Schwab & Co., Inc. dated June 1, 1990. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement.) | |||||||
(f) | Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Greater Europe Growth Fund, and Scudder Fund Accounting Corporation dated October 10, 1994. (Incorporated by reference to Post-Effective Amendment No. 44 to the Registration Statement.) | |||||||
(g) | Fund Accounting Services Agreement between the Registrant, on behalf of Scudder International Fund, and Scudder Fund Accounting Corporation dated April 12, 1995. (Incorporated by reference to Post-Effective Amendment No. 45 to the Registration Statement.) | |||||||
(h) | Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Latin America Fund, dated May 17, 1995. (Incorporated by reference to Exhibit 9(e)(3) to Post-Effective Amendment No. 47 to the Registration Statement.) | |||||||
(i) | Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Pacific Opportunities Fund, dated May 5, 1995. (Incorporated by reference to Exhibit 9(e)(4) to Post-Effective Amendment No. 47 to the Registration Statement.) |
(j) | Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Emerging Markets Growth Fund dated May 8, 1996. (Incorporated by reference to Exhibit 9(e)(5) to Post-Effective Amendment No. 49 to the Registration Statement.) | |||||||
(k) | Administrative Services Agreement between Scudder International Fund, Inc., on behalf of Scudder International Fund, and Scudder Investors Service Company. (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.) | |||||||
(l) | Fee schedule for Exhibit (13)(l). (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.) | |||||||
(m) | Agency Agreement between Scudder International Fund, Inc., and Kemper Service Company dated June 7, 1999. (Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement.) | |||||||
(n) | Administrative Agreement between the Registrant on behalf of Scudder International Fund, Inc. and Scudder Kemper Investments, Inc. dated October 2, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(o) | Amended and Restated Administrative Services Agreement between the Registrant and Scudder Kemper Investments, Inc., dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(p) | Fund Accounting Services Agreement between the Registrant (on behalf of Scudder Pacific Opportunities Fund) and Scudder Fund Accounting Corporation, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(q) | Fund Accounting Services Agreement between the Registrant (on behalf of Scudder Latin America Fund) and Scudder Fund Accounting Corporation, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(r) | Fund Accounting Services Agreement between the Registrant (on behalf of Scudder Greater Europe Growth Fund) and Scudder Fund Accounting Corporation, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(s) | Fund Accounting Services Agreement between the Registrant (on behalf of Scudder Emerging Markets Growth Fund) and Scudder Fund Accounting Corporation, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(t) | Agency Agreement between the Registrant and Kemper Service Company, dated November 13, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(u) | Shareholder Services Agreement between the Registrant, for Classes A,B and C shares, and Kemper Distributors, Inc., dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(v) | Amended and Restated Administrative Services Agreement between Zurich Scudder Investments, Inc. and the Registrant. (Incorporated by reference to Post-Effective Amendment No. 87 to the Registration Statement.) |
(w) | Shareholder Services Agreement between the Registrant, for Classes A, B and C shares, and Scudder Distributor, Inc. dated April 5, 2002. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement.) | |||||||
(x) | Amendment No. 1 to the Transfer Agency and Service Agreement dated June 11, 2002. (Incorporated by reference to Post-Effective Amendment No. 91 to the Registration Statement.) | |||||||
(y) | Form of Letter of Indemnity to the Scudder Funds dated October ___, 2004. (Incorporated by reference to Post-Effective Amendment No. 99 to the Registration Statement.) | |||||||
(z) | Form of Letter of Indemnity to the Scudder Funds dated October ___, 2004. (Incorporated by reference to Post-Effective Amendment No. 99 to the Registration Statement.) | |||||||
(aa) | Form of Letter of Indemnity to the Independent Directors dated October ___, 2004. (Incorporated by reference to Post-Effective Amendment No. 99 to the Registration Statement.) | |||||||
(14 | ) | (a) | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Scudder Emerging Markets Fund, to be filed by Pre-Effective Amendment to this registration statement on Form N-14. | |||||
(b) | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Scudder New Asia Fund, to be filed by Pre-Effective Amendment to this registration statement on Form N-14. | |||||||
(15 | ) | Inapplicable. | ||||||
(16 | ) | Power of Attorney is filed herein as Exhibit 16. | ||||||
(17 | ) | Inapplicable. |
(1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. | |
(2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
SCUDDER INTERNATIONAL FUND, INC. | ||||
By: | /s/ Julian F. Sluyters | |||
Julian F. Sluyters | ||||
Chief Executive Officer |
Signature | Title | Date | ||
/s/ Paul Schubert | ||||
Chief Financial Officer | July 29, 2005 | |||
Henry P. Becton, Jr. | ||||
Director | July 29, 2005 | |||
Dawn-Marie Driscoll | ||||
Director | July 29, 2005 | |||
Keith R. Fox | ||||
Director | July 29, 2005 | |||
Jean Gleason Stromberg | ||||
Director | July 29, 2005 | |||
Carl W. Vogt | ||||
Director | July 29, 2005 | |||
/s/ Julian F. Sluyters | ||||
Chief Executive Officer | July 29, 2005 |
*By: | /s/ John Millette | |||
John Millette** | ||||
Vice President and Secretary | ||||
Dated July 29, 2005 |
** | Attorney-in-fact pursuant to Power of Attorney filed herein as Exhibit 16. |