Edgar Filing: KOREA FUND INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Preliminary Proxy Statement
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(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Scudder Global High Income Fund, Inc.
Scudder New Asia Fund, Inc.
The Brazil Fund, Inc.
The Korea Fund, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
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February 21, 2002

SCUDDER GLOBAL HIGH INCOME FUND, INC.
SCUDDER NEW ASIA FUND, INC.
THE BRAZIL FUND, INC.
THE KOREA FUND, INC.

IMPORTANT NEWS
FOR SCUDDER FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed Proxy Statement,
here's a brief overview of some matters affecting your Fund that will be the
subject of a shareholder vote.

Q & A: QUESTIONS AND ANSWERS

Q. WHAT IS HAPPENING?

A. On December 3, 2001, Zurich Financial Services ("Zurich Financial"),
the majority owner of Zurich Scudder Investments, Inc., your Fund's
investment manager ("Scudder"), entered into a Transaction Agreement with
Deutsche Bank AG ("Deutsche Bank"). Under the Transaction Agreement, Deutsche
Bank will acquire 100% of Scudder, not including certain U.K. operations
which will be retained by the Zurich Financial entities. Following this
transaction (the "Transaction"), Scudder will become part of Deutsche Asset
Management and will change its name. Your Fund will continue to be branded as
a "Scudder" fund.

AS A RESULT OF THE SALE OF SCUDDER TO DEUTSCHE BANK, YOUR FUND'S INVESTMENT
ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT WITH SCUDDER WILL
TERMINATE. IN ORDER FOR SCUDDER TO CONTINUE TO SERVE AS INVESTMENT MANAGER OF
YOUR FUND, THE FUND'S SHAREHOLDERS MUST APPROVE A NEW INVESTMENT ADVISORY,
MANAGEMENT AND ADMINISTRATION AGREEMENT. The enclosed Proxy Statement gives
you additional information on Deutsche Bank and the proposed new investment
advisory, management and administration agreement as well as certain other
matters. You are being asked to vote on the new investment advisory,
management and administration agreement for your Fund, as well as, if you are
a shareholder of The Korea Fund, Inc., Scudder New Asia Fund, Inc., or
Scudder Global High Income Fund, Inc., a new research and advisory agreement.
THE BOARD MEMBERS OF YOUR FUND, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH
SCUDDER OR DEUTSCHE BANK, UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE
APPROVAL OF THE NEW INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION
AGREEMENT FOR YOUR FUND AND EACH OTHER PROPOSAL APPLICABLE TO YOUR FUND.

Q. WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW
INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT?

A. The Investment Company Act of 1940, which regulates mutual funds
in the United States such as your Fund, requires a shareholder vote to
approve a new investment management agreement whenever there is a "change in
control" of a fund's investment manager. The proposed sale of Scudder to
Deutsche Bank will result in such a change of control and therefore requires
shareholder approval of a new investment advisory, management and
administration agreement with your Fund in order for Scudder to continue
serving as your Fund's investment manager.

Q. WHAT WILL HAPPEN IF SHAREHOLDERS DO NOT APPROVE
THE NEW INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT?

A. If shareholders do not approve the new investment advisory, management and
administration agreement and the Transaction with Deutsche Bank is completed,
the current investment advisory, management and administration agreement will
terminate and your Fund's Board will take such action as it deems to be in
the best interests of your Fund, including entering into an interim
investment management agreement with Scudder. This is discussed in more
detail in the enclosed Proxy Statement under "Additional Information."

Q. HOW WILL THE TRANSACTION WITH DEUTSCHE BANK
AFFECT ME AS A FUND SHAREHOLDER?

A. Your investment in your Fund will not change as a result of the
Transaction. You will still own the same shares in the same Fund, and the
value of your investment will not change as a result of the Transaction with
Deutsche Bank. Scudder will be combined with and integrated into Deutsche
Bank's investment management organization and, as described more fully in the
enclosed Proxy Statement, many of the personnel and resources of Deutsche
Asset Management will be involved in managing your Fund.

Your Fund's investment advisory, management and administration agreement will
still be with Scudder and the terms of the new investment advisory,
management and administration agreement are substantially identical to the
terms of the current investment advisory, management and administration
agreement, except that Scudder would be authorized, subject to further Board
approval, to appoint certain affiliates as sub-advisers. Scudder will retain
full responsibility for the actions of any such sub-advisers.

(Continued on inside back cover)

February 21, 2002

Dear Shareholder:

The Zurich Financial Services ("Zurich Financial") entities that currently own a
majority of Zurich Scudder Investments, Inc. ("Scudder") have entered into a
Transaction Agreement with Deutsche Bank AG ("Deutsche Bank"). Under the
Transaction Agreement, Deutsche Bank will acquire 100% of Scudder, not including
certain Scudder U.K. operations, which will be retained by the Zurich Financial
entities (the "Transaction"). Following the Transaction, Scudder will become
part of Deutsche Asset Management, the marketing name in the United States for
the asset management activities of Deutsche Bank and certain of its
subsidiaries, and will change its name. Because of the Transaction, it is
necessary for the shareholders of each of the funds for which Scudder acts as
investment manager, including your Fund, to approve a new investment advisory
management and administration agreement in order for Scudder to continue serving
as investment manager.

The following important facts about the Transaction are outlined below:

- The Transaction will have no effect on the number of shares you own or the
value of those shares.

- The investment management fee rate applicable to your Fund under the new
investment management agreement is the same as that currently in effect.

- Your Fund's investment advisory, management and administration agreement will
still be with Scudder, and, except as noted below, the terms of the new
investment advisory, management and administration agreement will be
substantially identical to the terms of the current investment advisory,
management and administration agreement. Scudder will be combined with and
integrated into Deutsche Bank's investment management organization, and many
of the personnel and resources of Deutsche Asset Management will be involved
in managing your Fund. Under the new investment management agreement, Scudder
would be authorized, subject to further Board approval, to appoint certain
affiliates as sub-advisers. Scudder will retain full responsibility for the
actions of any such sub-advisers.

- The members of your Fund's Board, including those who are not affiliated with
Scudder or Deutsche Bank, have carefully reviewed the proposed Transaction and
unanimously recommend you vote in favor of the new investment advisory,
management and administration agreement.

You are also being asked to approve certain other matters that have been set
forth in the Notice of Special Meetings of Shareholders.

PLEASE TAKE THE TIME TO READ THE ENCLOSED MATERIALS.

The question and answer section that begins on the front cover of the Proxy
Statement discusses the proposals that require shareholder approval. The Proxy
Statement itself provides greater detail about the proposals, why they are being
made and how they apply to your Fund. THE BOARD RECOMMENDS THAT YOU READ THE
ENCLOSED MATERIALS CAREFULLY AND VOTE IN FAVOR OF EACH PROPOSAL.

To vote, simply fill out the enclosed proxy card(s)--be sure to sign and date
it--and return it to us in the enclosed postage-paid envelope. If you prefer,
you can save time by voting through the Internet or by telephone as described on
the enclosed proxy card(s). Because all of the funds for which Scudder acts as
investment manager are holding shareholder meetings regarding these and other
issues, you may receive more than one proxy card. If so, please vote each one.

Your vote is very important to us. If we do not hear from you by March 13, 2002,
our proxy solicitor may contact you. Thank you for your response and for your
continued investment with Scudder.

Respectfully,

/s/ Nicholas Bratt

Nicholas Bratt
President
Scudder New Asia Fund, Inc.
The Brazil Fund, Inc.
The Korea Fund, Inc.

/s/ Juris Padeys

Juris Padegs
President
Scudder Global High Income Fund, Inc.

SCUDDER GLOBAL HIGH INCOME FUND, INC.
SCUDDER NEW ASIA FUND, INC.
THE BRAZIL FUND, INC.
THE KOREA FUND, INC.

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS

Please take notice that Special Meetings of Shareholders (each, a "Meeting") of
each corporation listed above (each is a "Corporation" or a "Fund" and
collectively, where applicable, the "Funds") will be held jointly at the offices
of Zurich Scudder Investments, Inc., 13th Floor, Two International Place,
Boston, Massachusetts 02110-4103, on March 28, 2002, at 4:00 p.m., Eastern time,
for the following purposes and to transact such other business, if any, as may
properly come before the Meetings:

PROPOSAL 1: For each Fund, to approve a new investment advisory,
management and administration agreement for the Fund
with Zurich Scudder Investments, Inc.;

PROPOSAL 2: For shareholders of The Korea Fund, Inc. only, to
approve a new research and advisory agreement
between the Fund's investment manager and Zurich
Scudder Investments Korea Limited;

PROPOSAL 3: For shareholders of Scudder New Asia Fund, Inc.
only, to approve a new research and advisory
agreement between the Fund's investment manager and
Zurich Scudder Investments Singapore Limited; and

PROPOSAL 4: For shareholders of Scudder Global High Income Fund,
Inc. only, to approve a new research and advisory
agreement between the Fund's investment manager and
Deutsche Asset Management Investment Services
Limited.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL
APPLICABLE PROPOSALS.

The persons named as proxies will vote in their discretion on any other business
that may properly come before a Meeting or any adjournments or postponements
thereof.

Holders of record of shares of each Fund at the close of business on February 8,
2002 are entitled to vote at a Meeting and at any adjournments or postponements
thereof. Shareholders are entitled to one vote for each share held.

In the event that the necessary quorum to transact business or the vote required
to approve any Proposal is not obtained at a Meeting with respect to one or more
Funds, the persons named as proxies may propose one or more adjournments of the
Meeting, in accordance with applicable law, to permit further solicitation of
proxies with respect to that Proposal. Any such adjournment as to a matter will
require the affirmative vote of the holders of a majority of the shares of the
concerned Fund present

in person or by proxy at a Meeting. The persons named as proxies will vote FOR
any such adjournment those proxies which they are entitled to vote in favor of
that Proposal and will vote AGAINST any such adjournment those proxies to be
voted against that Proposal.

By Order of the Boards,

/s/ John Millette
John Millette
Secretary

February 21, 2002

IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD(S) AND RETURN IT
IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE (OR TAKE ADVANTAGE
OF THE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE PROXY
CARD(S)). YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) (OR YOUR VOTING BY
OTHER AVAILABLE MEANS) MAY SAVE THE NECESSITY OF FURTHER SOLICITATIONS. IF YOU
WISH TO ATTEND THE MEETINGS AND VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU
WILL STILL BE ABLE TO DO SO.

February 21, 2002

SCUDDER GLOBAL HIGH INCOME FUND, INC.
SCUDDER NEW ASIA FUND, INC.
THE BRAZIL FUND, INC.
THE KOREA FUND, INC.
Two International Place
Boston, Massachusetts 02110-4103

JOINT PROXY STATEMENT

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors (the "Board," the Directors of each of which are
referred to as the "Directors" of the relevant Board) of each of the
corporations listed above (each is referred to as a "Corporation" or a "Fund"
and collectively, the "Funds"). These proxies will be used at the joint Special
Meeting of Shareholders of each Fund to be held at the offices of Zurich Scudder
Investments, Inc., investment manager of each Fund ("Scudder" or the "Investment
Manager"), 13th Floor, Two International Place, Boston, Massachusetts
02110-4103, on March 28, 2002, at 4:00 p.m., Eastern time, or at such later time
made necessary by any and all adjournments or postponements thereof (each, a
"Meeting"). The shareholders of each Fund will vote separately on the items
presented at the Meetings. This Proxy Statement, the Notice of Special Meeting
and the proxy card(s) are first being mailed to shareholders on or about
February 21, 2002 or as soon as practicable thereafter.

Proposal 1 relates to the approval of a new investment advisory, management and
administration agreement for each Fund, Proposal 2 is only relevant to
shareholders of The Korea Fund, Inc. and relates to the approval of a new
research and advisory agreement with Zurich Scudder Investments Korea Limited,
Proposal 3 is only relevant to shareholders of Scudder New Asia Fund, Inc. and
relates to the approval of a new research and advisory agreement with Zurich
Scudder Investments Singapore Limited, and Proposal 4 is only relevant to
shareholders of Scudder Global High Income Fund, Inc. and relates to the
approval of a new research and advisory agreement with Deutsche Asset Management
Investment Services Limited. AS DISCUSSED BELOW, SHAREHOLDER APPROVAL OF THE
PROPOSALS WILL HAVE NO EFFECT UPON THE INVESTMENT MANAGEMENT FEE RATES CURRENTLY
IN EFFECT. THE TRANSACTION IS DESCRIBED BELOW IN PROPOSAL 1 UNDER "INFORMATION
CONCERNING THE TRANSACTION AND DEUTSCHE BANK."

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL
PROPOSALS. THE VOTE REQUIRED TO APPROVE THESE PROPOSALS IS DESCRIBED BELOW UNDER
"ADDITIONAL INFORMATION."

EACH FUND PROVIDES PERIODIC REPORTS TO ITS SHAREHOLDERS THAT HIGHLIGHT RELEVANT
INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO CHANGES. YOU
MAY RECEIVE AN ADDITIONAL COPY OF THE MOST RECENT ANNUAL REPORT FOR A FUND AND A
COPY OF ANY MORE RECENT SEMI-ANNUAL REPORT, WITHOUT CHARGE, BY CALLING (800)
349-4281 OR WRITING THE FUND, C/O ZURICH SCUDDER INVESTMENTS, INC., AT THE
ADDRESS SHOWN AT THE BEGINNING OF THIS PROXY STATEMENT.

The following table identifies each Fund entitled to vote on each Proposal.

SCUDDER GLOBAL
THE KOREA SCUDDER NEW HIGH INCOME THE BRAZIL
PROPOSAL FUND, INC. ASIA FUND, INC. FUND, INC. FUND, INC.
-------- ---------- --------------- -------------- ----------

1. To approve a new X X X X
investment
advisory,
management and
administration
agreement for the
Fund with Scudder.

2. To approve a new X
research and
advisory agreement
between the Fund's
investment manager
and Zurich Scudder
Investments Korea
Limited.

3. To approve a new X
research and
advisory agreement
between the Fund's
investment manager
and Zurich Scudder
Investments
Singapore Limited.

4. To approve a new X
research and
advisory agreement
between the Fund's
investment manager
and Deutsche Asset
Management
Investment Services
Limited.

PROPOSAL 1: APPROVAL OF NEW
INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT

INTRODUCTION

Scudder acts as the investment manager to each Fund pursuant to an investment
advisory, management and administration agreement entered into by each Fund and
Scudder (each, a "Current Investment Management Agreement" and collectively, the
"Current Investment Management Agreements"). On December 3, 2001, Zurich
Financial Services ("Zurich Financial"), which through subsidiaries currently
owns a majority of the common stock of Scudder, entered into a Transaction
Agreement with Deutsche Bank AG ("Deutsche Bank"). The Transaction Agreement
contemplates that the Zurich Financial entities currently owning a majority of
Scudder's common stock will acquire the balance of the common stock of Scudder
so that the Zurich Financial entities as a group comprise the sole stockholder
of Scudder. Deutsche Bank will then acquire 100% of Scudder, not including
certain U.K. operations (known as Threadneedle Investments), from the Zurich
Financial entities. Following this transaction, Scudder will become part of
Deutsche Asset Management, the marketing name in the U.S. for the asset
management activities of Deutsche Bank and certain of its subsidiaries. The
foregoing is referred to as the "Transaction." Deutsche Bank, a global financial
institution, manages, directly and through its wholly owned subsidiaries, more
than $500 billion in assets (as of December 31, 2001), including approximately
$53 billion of assets in open- and closed-end investment companies managed in
the United States.

Consummation of the Transaction would constitute an "assignment," as that term
is defined in the Investment Company Act of 1940, as amended (the "1940 Act"),
of each Fund's Current Investment Management Agreement with Scudder. As required
by the 1940 Act, each of the Current Investment Management Agreements provides
for its automatic termination in the event of its assignment. In anticipation of
the Transaction, a new investment advisory, management and administration
agreement (each, a "New Investment Management Agreement" and collectively, the
"New Investment Management Agreements" and, together with the Current Investment
Management Agreements, the "Investment Management Agreements") between each Fund
and Scudder is being proposed for approval by shareholders of each Fund. The
form of New Investment Management Agreement is attached hereto as Exhibit A. THE
TERMS OF THE NEW INVESTMENT MANAGEMENT AGREEMENT FOR EACH FUND ARE SUBSTANTIALLY
IDENTICAL TO THE TERMS OF THE CORRESPONDING CURRENT INVESTMENT MANAGEMENT
AGREEMENT, EXCEPT THAT, UNDER THE NEW INVESTMENT MANAGEMENT AGREEMENT, SCUDDER
WOULD BE AUTHORIZED, SUBJECT TO FURTHER BOARD APPROVAL, TO APPOINT CERTAIN
AFFILIATES AS SUB-ADVISERS.

SEE"DIFFERENCES BETWEEN THE CURRENT AND NEW INVESTMENT MANAGEMENT AGREEMENTS."
The material terms of each Current Investment Management Agreement are described
under "Description of the Current Investment Management Agreements" below.

In the event that the Transaction does not, for any reason, occur, each Current
Investment Management Agreement will continue in effect in accordance with its
terms.

The information set forth in this Proxy Statement and any accompanying materials
concerning the Transaction, the Transaction Agreement, Zurich Financial,
Deutsche Bank and their respective affiliates has been provided to the Funds by
Zurich Financial and Deutsche Bank.

BOARD APPROVAL AND RECOMMENDATION

On February 6, 2002, the Board of each Fund, including each Director who is not
an "interested person" (an "Interested Person") of the Investment Manager,
Deutsche Bank or the Fund within the meaning of the 1940 Act (each is referred
to as an "Independent Director"), voted unanimously to approve the New
Investment Management Agreement for that Fund and to recommend its approval to
shareholders.

For information about the Boards' deliberations and the reasons for their
recommendation, please see "Board Considerations" below.

THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE IN
FAVOR OF THE APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT FOR THAT FUND.

INFORMATION CONCERNING THE TRANSACTION AND DEUTSCHE BANK

DESCRIPTION OF THE TRANSACTION

On December 3, 2001, the majority owners of Scudder entered into a Transaction
Agreement with Deutsche Bank. Under the Transaction Agreement, Deutsche Bank
will acquire 100% of Scudder, not including certain U.K. operations (known as
Threadneedle Investments), for approximately $2.5 billion. Following this
Transaction, it is proposed that Scudder will change its name to Deutsche
Investment Management (Americas) Inc. and will become part of Deutsche Asset
Management, expected to be the world's fourth largest asset management firm
based on assets under management.

The Transaction will take place in three steps:

- First, in a merger pursuant to a separate Merger Agreement, the Zurich
Financial entities that now own approximately 82% of Scudder's common stock
will acquire the approximately 18% of Scudder's common stock now owned by
Scudder's employee and retired employee

stockholders. The employee and retired employee stockholders will receive cash
for their shares, and the Security Holders Agreement among the current Scudder
stockholders will terminate.

- Second, Scudder will transfer its ownership interest in Threadneedle
Investments to the Zurich Financial entities that will then own 100% of
Scudder's common stock. As a result, Threadneedle Investments will no longer
be a part of Scudder.

- Finally, the Zurich Financial entities will sell 100% of the common stock of
Scudder to Deutsche Bank for $2.5 billion, subject to certain adjustments.

In connection with the Transaction, Zurich Financial has also agreed to acquire
Deutsche Bank's European insurance businesses for EUR 1.5 billion; Deutsche Bank
has agreed to acquire Zurich Financial's German and Italian asset management
businesses in exchange for a financial agent network and a real estate and
mutual fund consulting business owned by Deutsche Bank; and Deutsche Bank and
Zurich Financial have entered into a broad strategic cooperation agreement.
Information about Deutsche Bank is provided below under "Deutsche Bank."

As discussed in the "Introduction" above, under the 1940 Act, the Transaction
will cause all the current investment management agreements with registered
funds managed by Scudder to terminate automatically. Client consents also will
be required for the continuation of other Scudder advisory agreements. If a New
Investment Management Agreement is not approved by a Fund's shareholders, the
Current Investment Management Agreement would terminate upon completion of the
acquisition of Scudder by Deutsche Bank. If such a termination were to occur,
the Board of the affected Fund would make such arrangements for the management
of that Fund's investments as it deems appropriate and in the best interests of
that Fund, including (without limitation) re-submitting this Proposal for
shareholder approval and/or entering into an interim investment management
agreement with Scudder.

The Transaction by which Deutsche Bank intends to acquire Scudder is subject to
a number of conditions that are contained in the Transaction Agreement,
including the approval of clients, including the Funds, representing at least
80% of Scudder's assets under management as of June 30, 2001. In addition, these
conditions include, among others, the receipt of all material consents,
approvals, permits and authorizations from appropriate governmental entities;
the absence of any temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing the Transaction; that certain key
agreements relating to the strategic partnership between Deutsche Bank and
Zurich Financial are in full force and effect and all of the conditions in those
agreements have

been satisfied or waived; the representations and warranties of the parties to
the Transaction are true and correct with such exceptions as would not have a
material adverse effect on Scudder; the parties to the Transaction have
performed in all material respects all obligations and covenants that they are
required to perform; and the parties to the Transaction have delivered
appropriate certificates and resolutions as to the authorizations in connection
with the Transaction. The Transaction is expected to close early in the second
quarter of 2002.

Under the Transaction Agreement and the Merger Agreement, Scudder and its
majority owners have agreed that they will, and will cause each of Scudder's
subsidiaries engaged in the investment management business to, use their
reasonable best efforts to ensure the satisfaction of the conditions set forth
in Section 15(f) of the 1940 Act, as discussed under "Board Considerations,"
below.

Appendix 1 provides information regarding Scudder's current business, including
its stockholders, directors and officers.

DEUTSCHE BANK

Deutsche Bank is a leading integrated provider of financial services to
institutions and individuals throughout the world. It is organized in Germany
and is a publicly traded entity. Its shares trade on many exchanges including
the New York Stock Exchange and Xetra (German Stock Exchange). It is engaged in
a wide range of financial services, including retail, private and commercial
banking, investment banking and insurance. Deutsche Bank has combined all of its
investment management businesses to form Deutsche Asset Management which, as of
December 31, 2001, had more than $231 billion in assets under management.
Deutsche Asset Management acts as investment manager to 96 U.S. open-and
closed-end investment companies, which in the aggregate had approximately $53
billion in assets as of December 31, 2001.

ANTICIPATED OPERATIONAL CHANGES

As proposed, Scudder will for the immediate future remain a separate corporate
entity within the Deutsche Asset Management Group and, subject to shareholder
approval, will continue to serve as the registered investment adviser to the
Funds under the New Investment Management Agreements. Scudder will, however, be
integrated operationally into Deutsche Asset Management and will utilize the
services of personnel from other parts of the organization in providing services
to the Funds and its other clients. In particular, the investment operations of
Scudder will become part of an integrated global investment operation serving
Deutsche Asset Management's clients worldwide. As a result, in an effort to
improve investment performance in certain areas, current investment

personnel of Deutsche Asset Management will assume portfolio management
responsibilities for certain funds, including Scudder Global High Income Fund,
Inc. The lead managers of the other Funds are currently expected to continue.
The portfolio manager changes currently contemplated for Scudder Global High
Income Fund, Inc. are summarized in Appendix 2. Similarly, the various other
services related to the mutual fund operations of both companies--shareholder
servicing, investment operations, fund accounting, legal and compliance, sales
and marketing--will also be integrated into a common service platform. Deutsche
Bank and Scudder have advised the Independent Trustees that they believe that
the combined organization will continue to provide services that will be equal
or better in scope and quality to those currently being provided to the Funds by
Scudder and its affiliates.

As discussed above, following the Transaction, 100% of the outstanding voting
securities of Scudder will be held by Deutsche Bank and Scudder will be a part
of Deutsche Asset Management, which is part of the broader Private Client and
Asset Management ("PCAM") group at Deutsche Bank. At that time, Thomas Hughes
will continue to be the President of Deutsche Asset Management and the Chief
Executive Officer of PCAM Americas Region. Edmond D. Villani will join the
existing Deutsche Asset Management Global Executive Committee, as well as serve
on the Americas leadership team. Mr. Villani is the President and Chief
Executive Officer of Scudder.

Upon consummation of the Transaction, it is expected that Juris Padegs and
Daniel Pierce, each currently an Interested Person of certain Funds, will resign
from each Board of which he is a member and that a senior executive of Deutsche
Bank will be appointed by the Board of each such Fund to fill the vacancy
created by either Mr. Padegs' or Mr. Pierce's resignation.

BOARD CONSIDERATIONS

On April 27, 2001, Zurich Financial announced its intent to seek a strategic
transaction involving Scudder, its majority-owned subsidiary. Over the course of
the following months, the Independent Directors met both privately and with
senior Scudder and Zurich Financial personnel, to discuss the potential benefits
and risks to the Funds and their shareholders from a strategic transaction. The
Independent Directors were assisted in this process by their independent legal
counsel and by independent consultants with special expertise in financial and
mutual fund industry matters. The Independent Directors endorsed certain basic
principles that would guide their review of any proposed strategic transaction.
These basic principles were communicated to Scudder and were intended to be
shared with any potential strategic partner.

On September 23, 2001, Zurich Financial and Deutsche Bank entered into a
preliminary agreement whereby Deutsche Bank agreed, subject to a number of
contingencies (including the execution of a definitive transaction agreement),
to acquire 100% of Scudder (not including certain of Scudder's UK operations)
from Zurich Financial.

Thereafter, the Independent Directors met on several occasions (both prior to
and following the execution of the definitive agreement between Zurich Financial
and Deutsche Bank on December 3, 2001) to discuss the Transaction, and its
potential impact on the Funds and their shareholders. The Independent Directors
were assisted throughout this process by their independent legal counsel and
independent consultants.

In the course of their review, the Independent Directors requested and reviewed
substantial information regarding the management, financial position and
business of Deutsche Bank and Deutsche Asset Management; the history of Deutsche
Bank's business and operations, including its compliance history and the history
of its recent acquisitions; Deutsche Asset Management's U.S. mutual fund
operations, including the investment performance of mutual funds advised by
Deutsche Asset Management; the proposed structure, operations and processes of
the combined organization after the Transaction; Deutsche Bank's strategic and
financial goals following the Transaction; the terms of the Transaction; and the
future operational plans of Deutsche Bank and Scudder with respect to Scudder
and its affiliated entities.

The Independent Directors gave careful consideration to the extensive
organizational changes that Scudder will undergo as a result of the Transaction.
They considered the fact that, while Scudder would continue as a separate legal
entity for the immediate future, it would be integrated operationally with the
global asset management business of Deutsche Bank. They also considered the
significant expense reductions being planned for the combined organization
designed to eliminate duplicate operations, as well as to reduce the scale of
the organization to reflect current adverse conditions in the securities markets
and in the investment management business. In this regard, the Independent
Directors also considered the expense reductions that would likely be necessary
under current market and business conditions to operate Scudder's business
efficiently absent the Transaction. The Independent Directors were assured that
the planned expense reductions would not adversely affect the scope and quality
of services being provided to the Funds and that a substantial portion of any
future revenue growth (commensurate with reasonable profit levels) would be
reinvested in Deutsche Bank's U.S. mutual fund business.

The Independent Directors also considered the potential benefits to the Funds
and their shareholders of the increased scale and scope of the

global asset management platform that will result from the Transaction. In this
regard, the Independent Directors reviewed the investment performance records of
the Deutsche Bank investment professionals who will be assuming responsibility
as Fund portfolio managers. Deutsche Bank also advised the Independent Directors
that it was actively seeking to hire additional investment professionals to
strengthen the capabilities of the combined firm in certain areas. The
Independent Directors also considered Deutsche Bank's assurances that Scudder
will at all times have the resources necessary to enable it to meet its
obligations to the Funds and that the services provided by Scudder and its
affiliates following the Transaction will be equal or better in scope and
quality to those currently being provided. Further, Deutsche Bank has assured
the Independent Directors that they will continue to receive all information
that they deem necessary or desirable to the discharge of their oversight
responsibilities.

Deutsche Bank and Scudder each assured the Independent Directors that they
intend to comply with Section 15(f) of the 1940 Act. Section 15(f) provides a
non-exclusive safe harbor for an investment adviser to an investment company to
receive benefits in connection with a change in control of the investment
adviser so long as two conditions are met. First, for a period of three years
after the transaction, at least 75% of the board members of the investment
company must be persons who are not "interested persons" of such investment
adviser. (The current composition of the Board of each Fund would be in
compliance with this provision of Section 15(f).) Second, for a period of two
years following the transaction, an "unfair burden" must not be imposed upon the
investment company as a result of such transaction or any express or implied
terms, conditions or understandings applicable thereto. Deutsche Bank and
Scudder have agreed that they, and their affiliates, will take no action that
would have the effect of imposing an "unfair burden" on any Fund in connection
with the Transaction. Deutsche Bank and Scudder have undertaken to pay the costs
of preparing and distributing proxy materials to the Funds' shareholders, as
well as other fees and expenses in connection with the Transaction, including
the fees and expenses of legal counsel and consultants to the Funds and the
Independent Directors relating to their review of the Transaction.

In previously approving the continuation of the Current Investment Management
Agreements in July 2001, the Independent Directors had considered numerous
factors, including, among others, the nature, quality and extent of services
provided by Scudder to the Funds; investment performance, both of the Funds
themselves and relative to appropriate peer groups and market indices;
investment management fees, expense ratios and asset sizes of the Funds
themselves and relative to appropriate peer groups; Scudder's profitability from
managing the Funds and the other investment companies managed by Scudder before
marketing ex-

penses paid by Scudder. Based on a review of recent market and industry trends
and financial results of Scudder's businesses, the Independent Directors
concluded to continue the fee arrangements currently in place between the Funds
and Scudder and its affiliates. The Independent Directors expect to review these
arrangements in further detail in connection with their consideration of the
annual continuation of these arrangements on or prior to September 30, 2002.

In addition, in considering whether to approve the New Investment Management
Agreement for each Fund (the terms of which are substantially identical to the
terms of the Current Investment Management Agreement for each Fund except as
described below under "Differences Between the Current and New Investment
Management Agreements"), each Board considered the potential benefit to the
Funds of providing the Investment Manager more flexibility in structuring
portfolio management services for each Fund. Each Board recognized that it may
be beneficial to the Funds to allow the Investment Manager to take advantage of
the strengths of other entities within the Deutsche Bank organization by
permitting the Investment Manager to delegate certain portfolio management
services to such entities, and to do so, to the extent permissible, without
incurring the expense of obtaining further shareholder approval. In addition,
the Board considered that (i) any restructuring of the provision of portfolio
management services provided to the Funds would require the prior approval of a
majority of the members of a Fund's Board, including a majority of the
Independent Directors; (ii) the management expenses incurred by the Funds would
not be affected by any action taken to delegate services to other Deutsche Bank
entities or their employees in reliance on the New Investment Management
Agreements because any fees paid to a sub-adviser would be paid by the
Investment Manager and not by the Funds; and (iii) Scudder would retain full
responsibility for the actions of any such sub-adviser or delegates.

Based on all of the foregoing, at a meeting on February 6, 2002, the Board of
each Fund, including the Independent Directors of each Fund, voted unanimously
to approve the New Investment Management Agreements and to recommend them to the
shareholders for their approval.

ACCOUNTING AGENT AND TRANSFER AGENT

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of Scudder, serves as
fund accounting agent to each Fund and, as such, computes net asset value and
maintains related records. Scudder Investments Service Company ("SISC"), also an
affiliate of Scudder, serves as each Fund's transfer agent, registrar and
dividend reinvestment plan agent. Scudder Service Corporation ("SSC"), also a
subsidiary of Scudder, performs certain shareholding agency services for each
Fund. Appendix 3 sets forth

for each Fund the fees paid to SFAC, SISC and SSC during the last fiscal year of
each Fund.

SFAC, SISC and SSC will continue to provide fund accounting, transfer agency and
shareholding agency services, respectively, to the Funds, as described above,
under the current arrangements if the New Investment Management Agreements are
approved.

Exhibit B sets forth (as of each fund's last fiscal year end) the fees and other
information regarding investment companies advised by Scudder that have similar
investment objectives to any of the Funds. (See Appendix 4 for information
regarding the management fee rate, net assets and aggregate management fee paid
for each Fund.)

PORTFOLIO TRANSACTIONS

Scudder places orders for portfolio transactions on behalf of the Funds with
issuers, underwriters or other brokers and dealers. When it can be done
consistently with the policy of obtaining the most favorable net results,
Scudder may place such orders with brokers and dealers who supply brokerage and
research services to Scudder or a Fund. The term "research services" includes
advice as to the value of securities; the advisability of investing in,
purchasing or selling securities; the availability of securities or purchasers
or sellers of securities; and analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy and the
performance of accounts. Scudder is authorized when placing portfolio
transactions for equity securities to pay a brokerage commission (to the extent
applicable) in excess of that which another broker might charge for executing
the same transaction because of the receipt of research services. The placement
of portfolio transactions is supervised by Scudder. Following the closing of the
Transaction, Scudder's trading system and related brokerage policies may, in
part or in whole, be conformed to those of Deutsche Bank. Deutsche Bank has
represented that its policies are similar in all material respects to those of
Scudder, and that it does not expect that the types and levels of portfolio
transactions/placements with particular brokers will materially differ from
those of Scudder in the past.

DESCRIPTION OF THE CURRENT INVESTMENT MANAGEMENT AGREEMENTS

Investment Manager's Responsibilities. Under each Current Investment Management
Agreement, Scudder provides each Fund with continuing investment management
services. The Investment Manager makes investment decisions, prepares and makes
available research and statistical data and supervises the acquisition and
disposition of securities by each Fund, all in accordance with the Fund's
investment objectives and policies and in accordance with guidelines and
directions from the Fund's Board of

Directors. The Investment Manager assists each Fund as it may reasonably request
in the conduct of the Fund's business, subject to the direction and control of
the Fund's Board of Directors. The Investment Manager is required to maintain or
cause to be maintained for each Fund all books, records and reports and any
other information required to be maintained under the 1940 Act (and, with
respect to The Brazil Fund, Inc. only, to furnish or cause to be furnished all
required reports or other information under Brazilian securities laws) to the
extent such books, records and reports and any other information are not
maintained by the Fund's custodian or other agents of the Fund. The Investment
Manager also supplies each Fund with office space in New York and furnishes
clerical services in the United States related to research, statistical and
investment work. The Investment Manager renders to each Fund administrative
services such as preparing reports to, and meeting materials for, the Fund's
Board of Directors and reports and notices to Fund stockholders, preparing and
making filings with the U.S. Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including preliminary and
definitive proxy materials and post-effective amendments to the Fund's
registration statement, providing assistance in certain accounting and tax
matters and investor public relations, monitoring the valuation of portfolio
securities, calculation of net asset value and calculation and payment of
distributions to stockholders, and overseeing arrangements with the Fund's
custodian. The Investment Manager agrees to pay reasonable salaries, fees and
expenses of each Fund's officers and employees and any fees and expenses of the
Fund's Directors who are directors, officers or employees of the Investment
Manager, except that each Fund bears travel expenses (or an appropriate portion
of those expenses) of Directors and officers of the Fund who are directors,
officers or employees of the Investment Manager to the extent that such expenses
relate to attendance at meetings of the Board of Directors or any committees of
or advisors to the Board. During each Fund's most recent fiscal year, no
compensation, direct or otherwise (other than through fees paid to the
Investment Manager), was paid or became payable by the Fund to any of its
officers or Directors who were affiliated with the Investment Manager.

Under each Current Investment Management Agreement the Investment Manager may
retain the services of others, but at no additional cost to the Fund, in
connection with its services to the Fund.

Fund Expenses. Under each Current Investment Management Agreement, each Fund
pays or causes to be paid all of its other expenses, including, among others,
the following: organization and certain offering expenses (including
out-of-pocket expenses, but not including overhead or employee costs of the
Investment Manager or of any one or more organizations retained as an advisor or
consultant to the Fund or, in the

case of The Brazil Fund, Inc. only, by the Fund or by the Investment Manager as
a Brazilian administrator or adviser of the Fund); legal expenses; auditing and
accounting expenses; telephone, facsimile, postage and other communications
expenses; taxes and governmental fees; stock exchange listing fees; fees, dues
and expenses incurred in connection with membership in investment company trade
organizations; fees and expenses of the Fund's custodians, subcustodians,
transfer agents and registrars, and accounting agents; payment for portfolio
pricing or valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and other expenses
in connection with the issuance, offering, distribution, sale or underwriting of
securities issued by the Fund; expenses of registering or qualifying securities
of the Fund for sale; expenses related to investor and public relations;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; brokerage commissions or other costs of acquiring
or disposing of any portfolio securities of the Fund; expenses of preparing and
distributing reports, notices and dividends to stockholders; expenses of the
dividend reinvestment and cash purchase plan (except for brokerage expenses paid
by participants in such plan); costs of stationery; any litigation expenses; and
costs of stockholders' and other meetings.

Compensation Paid to the Investment Manager. In return for the services
provided by the Investment Manager as investment manager, and the expenses it
assumes under each Current Investment Management Agreement, each Fund will pay
the Investment Manager a monthly fee, which, on an annual basis, is equal to the
rate per annum of the value of the Fund's average weekly net assets set forth in
Appendix 4. The fee rate paid by each Fund under its Current Investment
Management Agreements is set forth in Appendix 4 hereto. As of the end of each
Fund's last fiscal year, each Fund had net assets and paid an aggregate fee to
the Investment Manager under its Current Investment Management Agreement during
such period as also set forth in Appendix 4 hereto.

Non-Exclusivity. Under each Current Investment Management Agreement, the
Investment Manager is permitted to provide investment advisory services to other
clients, including clients which may invest in securities of issuers in the
country in which a Fund primarily invests and, in providing such services, may
use information furnished by advisors and consultants to a Fund and others.
Conversely, information furnished by others to the Investment Manager in
providing services to other clients may be useful to the Investment Manager in
providing services to a Fund.

Termination of the Agreement. Each Current Investment Management Agreement may
be terminated at any time without payment of penalty by a Fund's Board of
Directors, by vote of holders of a majority of the outstanding voting securities
of the Fund, or by the Investment Manager

on 60 days' written notice, but, in the case of The Brazil Fund, Inc., only
after written notice to the Fund and to the Brazilian Comissao de Valores
Mobiliarios of not less than 60 days (or such longer period as may be required
by regulation). Each Current Investment Management Agreement automatically
terminates in the event of its assignment (as defined under the 1940 Act),
provided that an assignment to a corporate successor to all or substantially all
of the Manager's business or to a wholly-owned subsidiary of such corporate
successor which does not result in a change of actual control or management of
the Manager's business shall not be deemed to be an assignment for the purposes
of any Current Investment Management Agreement.

Liability of the Investment Manager. Each Current Investment Management
Agreement provides that the Investment Manager is not liable for any act or
omission, error of judgment or mistake of laws or for any loss suffered by a
Fund in connection with matters to which the Current Investment Management
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Investment Manager in the performance of
its duties or from reckless disregard by the Investment Manager of its
obligations and duties under the Current Investment Management Agreement. Each
Current Investment Management Agreement also contains provisions that provide
that Scudder shall use its best efforts to seek the best overall terms available
in executing transactions for the Fund and selecting brokers and dealers and
shall consider on a continuing basis all factors it deems relevant, including
the consideration of the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) provided to the Fund and/or other accounts over which Scudder
or an affiliate exercises investment discretion. In addition, with respect to
the allocation of investment and sale opportunities among each Fund and other
accounts or funds managed by Scudder, each Current Investment Management
Agreement provides that Scudder shall allocate such opportunities in accordance
with procedures believed by Scudder to be equitable to each entity.

ADDITIONAL INFORMATION ABOUT THE INVESTMENT MANAGEMENT AGREEMENTS

The date of each Current Investment Management Agreement, the date when each
Current Investment Management Agreement was last approved by the shareholders of
each Fund, the date when each New Investment Management Agreement was approved
by the Directors of each Fund and the termination date (unless continued) of
each New Investment Management Agreement are included in Appendix 5.

THE NEW INVESTMENT MANAGEMENT AGREEMENTS

The New Investment Management Agreement for each Fund will be dated as of the
date of the consummation of the Transaction, which is expected to occur early in
the second quarter of 2002. Each New Investment Management Agreement will be in
effect for an initial term ending on September 30, 2002 (the same term as would
apply under the corresponding Current Investment Management Agreement but for
the Transaction), and may be continued thereafter from year to year only if
specifically approved at least annually by the vote of "a majority of the
outstanding voting securities" (as defined below under "Additional Information")
of each Fund, or by the Board and, in either event, the vote of a majority of
the Independent Directors, cast in person at a meeting called for such purpose.
In the event that shareholders of a Fund do not approve the New Investment
Management Agreement, the Current Investment Management Agreement will terminate
if the Transaction is consummated. In such event, the Board of such Fund will
take such action, if any, as it deems to be in the best interests of the Fund
including (without limitation) re-submitting this Proposal for shareholder
approval, and/or entering into an interim investment management agreement with
Scudder. In the event the Transaction is not consummated, Scudder will continue
to provide services to each Fund in accordance with the terms of each Current
Investment Management Agreement for such periods as may be approved at least
annually by the Board, including a majority of the Independent Directors.

DIFFERENCES BETWEEN THE CURRENT AND NEW INVESTMENT MANAGEMENT AGREEMENTS

The terms of the New Investment Management Agreement for each Fund are
substantially identical to the terms of the corresponding Current Investment
Management Agreement, except that, to the extent permissible by law, pursuant to
each New Investment Management Agreement the Investment Manager would be
authorized to appoint certain of its affiliates as sub-advisers to perform
certain of the Investment Manager's duties. In such cases, the Investment
Manager would also be authorized to adjust the duties, the amount of assets to
be managed and the fees paid to any such affiliated sub-advisers. These
affiliated sub-advisers must be entities that the Investment Manager controls,
is controlled by, or is under common control with, and any such appointments are
subject to the further approval of the Independent Directors and the full Board.
Shareholders of a Fund that are affected by any adjustment would receive prompt
notice following approval by the Directors. The management fee rates paid by the
Funds would not increase as a result of any such action; all fees incurred by a
sub-adviser will continue to be the responsibility of

the Investment Manager. The Investment Manager will retain full responsibility
for the actions of any such sub-adviser or delegates.

The investment management fee rates paid by the Funds under the New Investment
Management Agreements are the same as those currently in effect.

THE DIRECTORS OF EACH FUND UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF EACH FUND VOTE FOR THE APPROVAL OF A NEW INVESTMENT ADVISORY,
MANAGEMENT AND ADMINISTRATION AGREEMENT FOR THAT FUND.

PROPOSAL 2: (FOR SHAREHOLDERS OF THE KOREA FUND, INC. ONLY)
APPROVAL OF NEW RESEARCH AND ADVISORY AGREEMENTS

Scudder has entered into a research and advisory agreement (the "Current Korea
Sub-Advisory Agreement"), on behalf of The Korea Fund, Inc. ("The Korea Fund")
with Zurich Scudder Investments Korea Limited ("Zurich Scudder Korea") pursuant
to which Zurich Scudder Korea furnishes information, investment recommendations,
advice and assistance to Scudder.

The Current Korea Sub-Advisory Agreement provides for its automatic termination
in the event of the termination (due to assignment or otherwise) of the Current
Investment Management Agreement applicable to The Korea Fund. As discussed in
Proposal 1, consummation of the Transaction would constitute an assignment of
the Current Investment Management Agreement and will therefore cause a
termination of the Current Korea Sub-Advisory Agreement. Accordingly, a new
research and advisory agreement between Scudder and Zurich Scudder Korea (the
"New Korea Sub-Advisory Agreement") is being proposed for approval by
shareholders of The Korea Fund. A form of the New Korea Sub-Advisory Agreement
is attached hereto as Exhibit C. THE TERMS OF THE NEW KOREA SUB-ADVISORY
AGREEMENT ARE SUBSTANTIALLY IDENTICAL TO THE TERMS OF THE CURRENT KOREA
SUB-ADVISORY AGREEMENT. The material terms of the Current Sub-Advisory Agreement
are described under "Description of the Current Korea Sub-Advisory Agreement"
below and are qualified in their entirety by reference to Exhibit C.

In the event that the Transaction does not, for any reason, occur, the Current
Korea Sub-Advisory Agreement will continue in accordance with its terms then in
effect, as more fully described below.

BOARD CONSIDERATIONS

On February 6, 2002, the Board, including the Independent Directors, of The
Korea Fund unanimously voted to approve the New Korea Sub-Advisory Agreement
proposed by Scudder and to recommend its approval to the shareholders of The
Korea Fund.
16

In considering whether to approve the New Korea Sub-Advisory Agreement, the
Board considered the factors it considered in approving the New Investment
Management Agreements, to the extent applicable. (See Proposal 1 for more
information regarding the Board's evaluation.) Based on the facts that (i) the
sole reason the Board considered the New Korea Sub-Advisory Agreement was due to
the effects of the Transaction on the Current Investment Management Agreements
and unrelated to the performance or structure of Zurich Scudder Korea and (ii)
the New Korea Sub-Advisory Agreement is substantially identical to the Current
Korea Sub-Advisory Agreement, the Board did not conduct a special review on the
operations of Zurich Scudder Korea in approving the New Korea Sub-Advisory
Agreement.

The Board unanimously recommends that shareholders vote in favor of the approval
of the New Korea Sub-Advisory Agreement.

DESCRIPTION OF THE CURRENT KOREA SUB-ADVISORY AGREEMENT

The Current Korea Sub-Advisory Agreement provides that Zurich Scudder Korea
shall furnish Scudder with information, investment recommendations, advice and
assistance, as Scudder from time to time reasonably requests. In addition, the
Current Korea Sub-Advisory Agreement provides that Zurich Scudder Korea shall
maintain a separate staff within its organization to furnish such services
exclusively to Scudder. For the benefit of The Korea Fund, Zurich Scudder Korea
has agreed to pay the fees and expenses of any Directors or officers of The
Korea Fund who are directors, officers or employees of Zurich Scudder Korea or
its affiliates, except that The Korea Fund has agreed to bear certain travel
expenses of such Director, officer or employee to the extent such expenses
relate to the attendance as a Director at a Board meeting of The Korea Fund.

In return for the services it renders under the Current Korea Sub-Advisory
Agreement, Zurich Scudder Korea is paid by Scudder monthly compensation which,
on an annual basis, is equal to 0.2875% of the value of The Korea Fund's net
assets up to and including $50 million; 0.2750% of the value of such assets on
the next $50 million; 0.2500% of the value of such assets on the next $250
million; 0.2375% of such assets on the next $400 million; and 0.2250% of such
assets in excess of $750 million. During the fiscal year ended June 30, 2001,
the fees paid by Scudder to Zurich Scudder Korea, pursuant to the Current Korea
Sub-Advisory Agreement, amounted to $1,754,419.

The Current Korea Sub-Advisory Agreement further provides that Zurich Scudder
Korea shall not be liable for any act or omission in the course of, connected
with or arising out of any services to be rendered under the Current Korea
Sub-Advisory Agreement, except by reason of willful misfeasance, bad faith or
gross negligence on the part of Zurich Scudder

Korea in the performance of its duties or from reckless disregard by Zurich
Scudder Korea of its obligations and duties under the Current Korea Sub-Advisory
Agreement.

The Current Korea Sub-Advisory Agreement may be terminated without penalty upon
sixty (60) days' written notice by either party, or by a majority vote of the
outstanding voting securities of The Korea Fund, and, as stated above,
automatically terminates in the event of the termination of The Korea Fund's
currently effective investment advisory, management and administration agreement
or in the event of its assignment.

DIFFERENCES BETWEEN THE CURRENT AND NEW KOREA SUB-ADVISORY AGREEMENTS

The terms of the New Korea Sub-Advisory Agreement are substantially identical to
the terms of the Current Korea Sub-Advisory Agreement.

INFORMATION ABOUT ZURICH SCUDDER KOREA

Zurich Scudder Korea, 8th Floor, Young Poong Building, 33, Seorin-Dong,
Chongro-Gu, Seoul, 110-752, Korea, acts as Korean adviser to Scudder. Zurich
Scudder Korea is wholly owned by Scudder. Zurich Scudder Korea provides advice,
research and assistance to Scudder.

Zurich Scudder Korea received its license to operate as an investment advisory
company in Korea on August 9, 2001. Zurich Scudder Korea is also registered with
the SEC as an investment adviser under the Investment Advisers Act of 1940, as
amended (the "Advisers Act").

Zurich Scudder Korea has the following Board of Directors:

NAME AND POSITION WITH
ZURICH SCUDDER KOREA PRINCIPAL OCCUPATION ADDRESS
---------------------- -------------------- -------

Nicholas Bratt, Managing Director, c/o Zurich Scudder
Director Zurich Scudder Investments, Inc.
345 Park Avenue
New York, NY 10154

William H. Gleysteen, Consultant; Guest Scholar, c/o Zurich Scudder
Jr., Brookings Institution; Investments, Inc.
Director President, The Japan 345 Park Avenue
Society, Inc. New York, NY 10154
(1989-December 1995)

Wonik Lee, Director, President, and c/o Zurich Scudder Korea,
Director, President, Chief Executive Officer, 8th Floor,
and Chief Executive Zurich Scudder Korea Young Poong Building
Officer 33, Seorin-Dong, Chongro-Gu,
Seoul, 110-752 Korea

Chang-Geun Nam, Senior Vice President, c/o Zurich Scudder Korea
Director Zurich Scudder Korea 8th Floor,
Young Poong Building
33, Seorin-Dong, Chongro-Gu,
Seoul, 110-752 Korea

Except for Nicholas Bratt, who is a Director of both The Korea Fund and Zurich
Scudder Korea, no Directors or officers of The Korea Fund are employees,
officers, directors or shareholders of Zurich Scudder Korea.

PORTFOLIO TRANSACTIONS

Zurich Scudder Korea places all orders for portfolio transactions of The Korea
Fund's securities. When it can be done consistently with the policy of obtaining
the most favorable net results, in selecting brokers and dealers with which to
place portfolio transactions for The Korea Fund, Zurich Scudder Korea may
consider its affiliates. When it can be done consistently with the policy of
obtaining the most favorable net results, Zurich Scudder Korea may place such
orders with brokers and dealers who provide market, statistical and other
research information to The Korea Fund or Zurich Scudder Korea. Zurich Scudder
Korea is authorized, under certain circumstances, when placing portfolio
transactions for equity securities to pay a brokerage commission (to the extent
applicable) in excess of that which another broker might charge for executing
the same transaction on account of the receipt of market, statistical and other
research information. Allocation of portfolio transactions is supervised by
Zurich Scudder Korea.

There were no brokerage commissions paid by The Korea Fund to "affiliated
brokers" (as defined in Schedule 14A under the Exchange Act) of Zurich Scudder
Korea for the most recently completed fiscal year.

REQUIRED VOTE

Approval of the New Korea Sub-Advisory Agreement requires the affirmative vote
of a "majority of the outstanding voting securities" (as defined under
"Additional Information") of The Korea Fund.

THE DIRECTORS OF THE KOREA FUND UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE KOREA FUND VOTE FOR THE APPROVAL OF THE
NEW KOREA SUB-ADVISORY AGREEMENT.

PROPOSAL 3: (FOR SHAREHOLDERS OF SCUDDER NEW ASIA FUND, INC. ONLY) APPROVAL OF
NEW RESEARCH AND ADVISORY AGREEMENT

Scudder has entered into a research and advisory agreement (the "Current
Singapore Sub-Advisory Agreement"), on behalf of Scudder New Asia Fund, Inc.
(the "New Asia Fund"), with Zurich Scudder Investments Singapore Limited
("Zurich Scudder Singapore") pursuant to which Zurich Scudder Singapore
furnishes information, investment recommendations, advice and assistance to
Scudder.

The Current Singapore Sub-Advisory Agreement provides for its automatic
termination in the event of the termination (due to assignment or otherwise) of
the Current Investment Management Agreement applicable to the New Asia Fund. As
discussed in Proposal 1, consummation of the Transaction would constitute an
assignment of the Current Investment Management Agreement and will therefore
cause a termination of the Current Singapore Sub-Advisory Agreement.
Accordingly, a new research and advisory agreement between Scudder and Zurich
Scudder Singapore (the "New Singapore Sub-Advisory Agreement") is being proposed
for approval by shareholders of the New Asia Fund. A form of the New Singapore
Sub-Advisory Agreement is attached hereto as Exhibit C. THE TERMS OF THE NEW
SINGAPORE SUB-ADVISORY AGREEMENT ARE SUBSTANTIALLY IDENTICAL TO THE TERMS OF THE
CURRENT SINGAPORE SUB-ADVISORY AGREEMENT. The material terms of the Current
Singapore Sub-Advisory Agreement are described under "Description of the Current
Sub-Advisory Agreement" below and are qualified in their entirety by reference
to Exhibit C.

In the event that the Transaction does not, for any reason, occur, the Current
Sub-Advisory Agreement will continue in accordance with its terms then in
effect, as more fully described below.

BOARD CONSIDERATIONS

On February 6, 2002, the Board, including the Independent Directors, of the New
Asia Fund unanimously voted to approve the New Singapore Sub-Advisory Agreement
proposed by Scudder and to recommend their approval to the shareholders of the
New Asia Fund.

In considering whether to approve the New Singapore Sub-Advisory Agreement, the
Board considered the factors it considered in approving the New Investment
Management Agreements, to the extent applicable. (See Proposal 1 for more
information regarding the Board's evaluation.) Based on the facts that (i) the
sole reason the Board considered the New Singapore Sub-Advisory Agreement was
due to the effects of the Transaction on the Current Investment Management
Agreement and unrelated to the performance or structure of Zurich Scudder
Singapore and (ii) the New Singapore Sub-Advisory Agreement is substantially
identical to the Current Singapore Sub-Advisory Agreement, the Board did not
conduct a special review on the operations of Zurich Scudder Singapore in
approving the New Singapore Sub-Advisory Agreement.

The Board unanimously recommends that shareholders vote in favor of the approval
of the New Singapore Sub-Advisory Agreement.

DESCRIPTION OF THE CURRENT SINGAPORE SUB-ADVISORY AGREEMENT

The Current Singapore Sub-Advisory Agreement provides that Zurich Scudder
Singapore shall furnish Scudder with information, investment recommendations,
advice and assistance, as Scudder from time to time reasonably requests. In
addition, the Current Singapore Sub-Advisory Agreement provides that Zurich
Scudder Singapore shall maintain a separate staff within its organization to
furnish such services exclusively to Scudder. For the benefit of the New Asia
Fund, Zurich Scudder Singapore has agreed to pay the fees and expenses of any
Directors or Officers of the New Asia Fund who are directors, officers or
employees of Zurich Scudder Singapore or its affiliates, except that the New
Asia Fund has agreed to bear certain travel expenses of such Director, officer
or employee to the extent such expenses relate to the attendance as a Director
at a Board meeting of the New Asia Fund depending upon the residency of such
Director, officer or employee and the location of such Board meeting.

In return for the services it renders under the Current Singapore Sub-Advisory
Agreement, Zurich Scudder Singapore is paid by Scudder monthly compensation
which, on an annual basis, is equal to 0.312% of the value of the New Asia
Fund's average weekly net assets up to and including $75 million; 0.250% of such
assets on the next $125 million; and 0.200% of such assets in excess of $200
million. During the fiscal year ended December 31, 2001, the fees paid by
Scudder to Zurich Scudder Singapore, pursuant to the Current Singapore
Sub-Advisory Agreement, amounted to $289,854.

The Current Singapore Sub-Advisory Agreement further provides that Zurich
Scudder Singapore shall not be liable for any act or omission in the course of,
connected with or arising out of any services to be rendered

under the Current Singapore Sub-Advisory Agreement, except by reason of willful
misfeasance, bad faith or gross negligence on the part of Zurich Scudder
Singapore in the performance of its duties or from reckless disregard by Zurich
Scudder Singapore of its obligations and duties under the Current Singapore
Sub-Advisory Agreement.

The Current Singapore Sub-Advisory Agreement may be terminated without penalty
upon sixty (60) days' written notice by either party, or by a majority vote of
the outstanding voting securities of the New Asia Fund, and, as stated above,
automatically terminates in the event of the termination of the New Asia Fund's
currently effective investment advisory, management and administration agreement
or in the event of its assignment.

DIFFERENCES BETWEEN THE CURRENT AND NEW SINGAPORE SUB-ADVISORY AGREEMENTS

The terms of the New Singapore Sub-Advisory Agreement are substantially
identical to the terms of the Current Singapore Sub-Advisory Agreement.

INFORMATION ABOUT ZURICH SCUDDER SINGAPORE

Zurich Scudder Singapore is a wholly owned subsidiary of Scudder. The address of
Zurich Scudder Singapore is 30 Cecil Street, #24-10 Prudential Tower, Singapore
049712. Zurich Scudder Singapore is registered with the SEC as an investment
adviser under the Advisers Act.

Zurich Scudder Singapore has the following Board of Directors and Officers:

NAME AND POSITION WITH
ZURICH SCUDDER SINGAPORE PRINCIPAL OCCUPATION ADDRESS
------------------------ -------------------- -------

Lynn S. Birdsong, Corporate Vice President c/o Zurich Scudder
Director and Director, Zurich Investments, Inc.
Scudder 345 Park Avenue
New York, NY 10154

Lim Eng Cheng (Alan Lim), Managing Director, Zurich c/o Zurich Scudder
Director Scudder Investments
Singapore Limited
30 Cecil Street
#24-01 Prudential Tower
Singapore 049712

Anthony Peter Moody, Asia Pacific Regional c/o Zurich Scudder
Chairman and Director Director, Zurich Scudder Investments
Asia Limited
3408 One Exchange Square
Central Hong Kong

NAME AND POSITION WITH
ZURICH SCUDDER SINGAPORE PRINCIPAL OCCUPATION ADDRESS
------------------------ -------------------- -------

Tan Su May, Company Outside Counsel c/o Allen & Gledhill
Secretary 36 Robinson Road #18-01
City House
Singapore 068877

No Directors or officers of the Fund are employees, officers, directors or
shareholders of Zurich Scudder Singapore.

Exhibit D sets forth the fees and other information regarding investment
companies advised or sub-advised by Zurich Scudder Singapore that have similar
investment objectives to the New Asia Fund. (See above for information regarding
the sub-advisory fee rate and aggregate sub-advisory fee paid for the New Asia
Fund.)

PORTFOLIO TRANSACTIONS

Zurich Scudder Singapore places all orders for portfolio transactions of the New
Asia Fund's securities. When it can be done consistently with the policy of
obtaining the most favorable net results, in selecting brokers and dealers with
which to place portfolio transactions for the New Asia Fund, Zurich Scudder
Singapore may consider its affiliates. When it can be done consistently with the
policy of obtaining the most favorable net results, Zurich Scudder Singapore may
place such orders with brokers and dealers who provide market, statistical and
other research information to the New Asia Fund or Zurich Scudder Singapore.
Zurich Scudder Singapore is authorized, under certain circumstances, when
placing portfolio transactions for equity securities to pay a brokerage
commission (to the extent applicable) in excess of that which another broker
might charge for executing the same transaction on account of the receipt of
market, statistical and other research information. Allocation of portfolio
transactions is supervised by Zurich Scudder Singapore.

There were no brokerage commissions paid by the New Asia Fund to "affiliated
brokers" (as defined in Schedule 14A under the Exchange Act) of Zurich Scudder
Singapore for the most recently completed fiscal year.

REQUIRED VOTE

Approval of the New Singapore Sub-Advisory Agreement requires the affirmative
vote of a "majority of the outstanding voting securities" (as defined under
"Additional Information") of the New Asia Fund.

THE TRUSTEES OF THE NEW ASIA FUND UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE
NEW ASIA FUND VOTE FOR THE APPROVAL OF THE NEW SINGAPORE SUB-ADVISORY AGREEMENT.

PROPOSAL 4: (FOR SHAREHOLDERS OF SCUDDER GLOBAL HIGH INCOME FUND, INC. ONLY)
APPROVAL OF RESEARCH AND ADVISORY AGREEMENT

Scudder has proposed entering into a research and advisory agreement (the "DSA
Sub-Advisory Agreement"), on behalf of Scudder Global High Income Fund, Inc.
(the "GHI Fund"), with Deutsche Asset Management Investment Services Limited
("DeAMIS") pursuant to which DeAMIS would furnish information, investment
recommendations, advice and assistance to Scudder. The DSA Sub-Advisory
Agreement was unanimously approved by the Board of Directors of the GHI Fund,
including the Independent Directors, at a meeting held on February 6, 2002. A
form of the DSA Sub-Advisory Agreement is attached hereto as Exhibit C. The
material terms of the DSA Sub-Advisory Agreement are described under
"Description of the DSA Sub-Advisory Agreement" below and are qualified in their
entirety by reference to Exhibit C.

It is anticipated that following the closing of the Transaction, the portfolio
management team that is responsible for managing the GHI Fund's assets may, as
set forth in Appendix 2, change, transition from the United States to London and
become employees of DeAMIS. It is expected that this transition will allow the
portfolio management team to access the global reach of Deutsche Asset
Management more effectively.

Following the closing of the Transaction, a certain amount of time will be
necessary to permit Scudder and Deutsche Asset Management to prepare and
institute the necessary arrangements for the portfolio managers to transition to
DeAMIS. As such, the DSA Sub-Advisory Agreement will go into effect at a time to
be determined following the closing of the Transaction (and in any case not more
than two years following such date) upon the approval of the Board of the GHI
Fund and the Independent Directors. In addition, the fees to be paid to DeAMIS
will at that time be determined, again upon the approval of the Board and the
Independent Directors. Any such fees payable under the DSA Sub-Advisory
Agreement are paid by Scudder and have no effect on management fees paid by the
GHI Fund to Scudder pursuant to the New Investment Management Agreement. In no
case will the investment management fees paid to DeAMIS by Scudder be greater
than those paid

by the GHI Fund to Scudder pursuant to the New Investment Management Agreement.
Scudder retains responsibility for the actions of DeAMIS pursuant to the DSA
Sub-Advisory Agreement.

The DSA Sub-Advisory Agreement as unanimously approved by the Board is now being
submitted for approval by the shareholders of the GHI Fund. If it is approved by
the shareholders of the GHI Fund, the DSA Sub-Advisory Agreement would continue
in effect until the next September 30 following its date of effectiveness unless
earlier terminated, and will continue from year to year thereafter, subject to
approval annually by the Board or by holders of a majority of the outstanding
voting securities of the GHI Fund, and also, in either event, approval by a
majority of the Independent Directors at a meeting called for the purpose of
voting on such approval. If the shareholders of the GHI Fund should fail to
approve the DSA Sub-Advisory Agreement, the Board will take such action, if any,
as it considers to be in the best interests of the Fund.

BOARD CONSIDERATIONS

On February 6, 2002, the Board, including the Independent Directors, of the GHI
Fund voted unanimously to approve the DSA Sub-Advisory Agreement proposed by
Scudder and to recommend its approval to the shareholders of the GHI Fund.

In considering whether to approve the DSA Sub-Advisory Agreement, the Board
considered the factors it considered in approving the New Investment Management
Agreement, to the extent applicable. (See Proposal 1 for more information
regarding the Boards' evaluation.) In addition, the Board considered the
recommendation of Scudder and various information and materials provided by each
of Scudder and DeAMIS. As discussed above, the DSA Sub-Advisory Agreement will
allow the portfolio managers to integrate with DeAMIS' London facilities.
Furthermore, the Board considered that approval of the DSA Sub-Advisory
Agreement would not affect management fees paid by the GHI Fund, and that
Scudder would remain responsible for DeAMIS' actions under the DSA Sub-Advisory
Agreement.

The Board was told by representatives of Deutsche Asset Management that the
deferral in implementing the DSA Sub-Advisory Agreement was necessary to permit
Scudder and Deutsche Asset Management a sufficient amount of time to plan,
prepare and institute the necessary arrangements for the transition of portfolio
management teams to DeAMIS. Scudder also emphasized to the Board that the DSA
Sub-Advisory Agreement would be implemented only upon approval by the GHI Fund's
full Board and Independent Directors based on information they then deemed
adequate and necessary to consider these arrangements, including fee
arrangements.

The Board unanimously recommends that shareholders of the GHI Fund vote in favor
of the approval of the DSA Sub-Advisory Agreement.

DESCRIPTION OF THE DSA SUB-ADVISORY AGREEMENT

The DSA Sub-Advisory Agreement provides that DeAMIS shall furnish Scudder with
information, investment recommendations, advice and assistance, as Scudder from
time to time reasonably requests. In addition, the DSA Sub-Advisory Agreement
provides that DeAMIS shall maintain a separate staff within its organization to
furnish such services exclusively to Scudder. For the benefit of the GHI Fund,
DeAMIS has agreed to pay the fees and expenses of any Directors or Officers of
the GHI Fund who are directors, officers or employees of DeAMIS or its
affiliates, except that the GHI Fund has agreed to bear certain travel expenses
of such Director, Officer or employee to the extent such expenses relate to the
attendance as a director at a Board meeting of the GHI Fund depending upon the
residency of such Director, Officer or employee and the location of such Board
meeting.

As noted above, the sub-advisory fee payable under the DSA Sub-Advisory
Agreement would be paid by the Investment Manager, not the GHI Fund, and will be
set, and may vary from time to time thereafter, subject to the approval of the
GHI Fund's Board, including a majority of the Independent Directors.

The DSA Sub-Advisory Agreement further provides that DeAMIS shall not be liable
for any act or omission in the course of, connected with or arising out of any
services to be rendered under the DSA Sub-Advisory Agreement, except by reason
of willful misfeasance, bad faith or gross negligence on the part of DeAMIS in
the performance of its duties or from reckless disregard by DeAMIS of its
obligations and duties under the DSA Sub-Advisory Agreement.

The DSA Sub-Advisory Agreement may be terminated without penalty upon sixty (60)
days' written notice by either party, or by a majority vote of the outstanding
voting securities of the GHI Fund, and, as stated above, automatically
terminates in the event of the termination of the GHI Fund, currently effective
investment advisory, management and administration agreement or in the event of
its assignment.

INFORMATION ABOUT DEAMIS

DeAMIS, with headquarters at One Appold Street, London, EC2A 2UU, England,
provides a full range of international investment advisory services to
institutional and retail clients, and as of December 31, 2001, managed more than
$6 billion in assets. DeAMIS is an indirect wholly-owned subsidiary of Deutsche
Bank.

The principal occupations of each director and principal executive officer of
DeAMIS are set forth in the table below. The principal business address of each
director and principal executive officer, as it relates to his or her duties at
DeAMIS, is One Appold Street, London, EC2A 2UU, England. No Directors or
officers of the GHI Fund are employees, officers, directors or shareholders of
DeAMIS.

Alexander Tedder. Director, DeAMIS.

Richard Charles Wilson. Director, DeAMIS.

Annette Jane Fraser. Chief Executive Officer, DeAMIS.

Stephen John Maynard. Finance Officer, DeAMIS.

Matthew Alan Linsey. Director, DeAMIS.

Adrian Dyke. Secretary, DeAMIS.

Exhibit E sets forth the fees and other information regarding investment
companies advised or sub-advised by DeAMIS that have similar investment
objectives to the GHI Fund.

PORTFOLIO TRANSACTIONS

DeAMIS will place all orders for portfolio transactions of the GHI Fund's
securities. When it can be done consistently with the policy of obtaining the
most favorable net results, in selecting brokers and dealers with which to place
portfolio transactions for the GHI Fund, DeAMIS may consider its affiliates.
When it can be done consistently with the policy of obtaining the most favorable
net results, DeAMIS may place such orders with brokers and dealers who provide
market, statistical and other research information to the GHI Fund or DeAMIS.
DeAMIS is authorized, under certain circumstances, when placing portfolio
transactions for equity securities to pay a brokerage commission (to the extent
applicable) in excess of that which another broker might charge for executing
the same transaction on account of the receipt of market, statistical and other
research information. Allocation of portfolio transactions is supervised by
DeAMIS.

REQUIRED VOTE

Approval of the DSA Sub-Advisory Agreement requires the affirmative vote of a
"majority of the outstanding voting securities" (as defined under "Additional
Information") of the GHI Fund.

THE DIRECTORS OF THE GHI FUND UNANIMOUSLY RECOMMEND THAT SHARE-
HOLDERS VOTE FOR THE APPROVAL OF THE DSA SUB-ADVISORY AGREEMENT.

ADDITIONAL INFORMATION

GENERAL

The cost of preparing, printing and mailing the enclosed proxy card(s) and this
Proxy Statement, and all other costs incurred in connection with the
solicitation of proxies, including any additional solicitation made by letter,
telephone, facsimile or telegraph, will be paid by Scudder. In addition to
solicitation by mail, certain officers and representatives of each Fund,
officers and employees of Scudder and certain financial services firms and their
representatives, who will receive no extra compensation for their services, may
solicit proxies by telephone, telegram or personally.

Any shareholder of a Fund giving a proxy has the power to revoke it by mail
(addressed to the Secretary at the principal executive office of the applicable
Fund, c/o Zurich Scudder Investments, Inc., at the address for the Fund shown at
the beginning of this Proxy Statement), or in person at a Meeting, by executing
a superseding proxy or by submitting a notice of revocation to the applicable
Fund. All properly executed proxies received in time for the Meetings will be
voted as specified in the proxy or, if no specification is made, in favor of
each Proposal referred to in the Proxy Statement.

The presence at a Meeting, in person or by proxy, of the holders of a majority,
with respect to each Fund, of the shares entitled to be cast of such Fund shall
be necessary and sufficient to constitute a quorum for the transaction of
business. In the event that the necessary quorum to transact business or the
vote required to approve any Proposal is not obtained at a Meeting with respect
to one or more Funds, the persons named as proxies may propose one or more
adjournments of the Meeting in accordance with applicable law to permit further
solicitation of proxies with respect to that Proposal. Any such adjournment as
to a matter will require the affirmative vote of the holders of a majority of
the concerned Fund's shares present in person or by proxy at a Meeting. The
persons named as proxies will vote in favor of any such adjournment those
proxies which they are entitled to vote in favor of that Proposal and will vote
against any such adjournment those proxies to be voted against that Proposal.
For purposes of determining the presence of a quorum for transacting business at
a Meeting, abstentions and broker "non-votes" will be treated as shares that are
present but which have not been voted. Broker non-votes are proxies received by
a Fund from brokers or nominees when the broker or nominee neither has received
instructions from the beneficial owner or other persons entitled to vote nor has
discretionary power to vote on a particular matter. Accordingly, shareholders
are urged to forward their voting instructions promptly.

Approval of each of the Proposals, with respect to each applicable Fund,
requires the affirmative vote of the holders of a "majority of the outstand-

ing voting securities" of that Fund. The term "majority of the outstanding
voting securities," as defined in the 1940 Act and as used in this Proxy
Statement, means: the affirmative vote of the lesser of (i) 67% of the voting
securities of a Fund present at a Meeting if more than 50% of the outstanding
voting securities of the Fund are present in person or by proxy or (ii) more
than 50% of the outstanding voting securities of the Fund.

Abstentions will have the effect of a "no" vote on each of the Proposals. Broker
non-votes will have the effect of a "no" vote for each of the Proposals if such
vote is determined on the basis of obtaining the affirmative vote of more than
50% of the outstanding shares of a Fund. Broker non-votes will not constitute
"yes" or "no" votes for any of the Proposals, and will be disregarded in
determining the voting securities "present" if such vote is determined on the
basis of the affirmative vote of 67% of the voting securities of a Fund present
at a Meeting. Broker non-votes are not likely to be relevant to the Meetings
because the Funds have been advised by the New York Stock Exchange that each of
the Proposals to be voted upon by the shareholders involves matters that the New
York Stock Exchange considers to be routine and within the discretion of brokers
to vote if no customer instructions are received. Shareholders of each Fund will
vote separately with respect to each Proposal.

If shareholder approval of Proposal 1 is not obtained prior to the closing of
the Transaction, Scudder would propose to enter into an interim advisory
agreement with your Fund, pursuant to Rule 15a-4 under the 1940 Act. The interim
agreement, which would take effect upon completion of the acquisition of Scudder
by Deutsche Bank, would be in substantially the same form as the New Investment
Management Agreement, but would not include the new provisions regarding
flexibility in managing assets and would include special provisions required by
Rule 15a-4, including:

- a maximum term of 150 days;

- a provision that the Board or holders of a majority of the Fund's shares may
terminate the agreement at any time without penalty on not more than 10 days'
written notice; and

- a provision that the compensation earned by Scudder under the agreement would
be held in an interest-bearing escrow account until shareholder approval of
the New Investment Management Agreement is obtained, after which the amount in
the escrow account (together with any interest) would be paid to Scudder.

If any Fund relying on Rule 15a-4 has not received the requisite shareholder
approval for the New Investment Management Agreement within 150 days after
completion of the acquisition of Scudder by Deutsche Bank, fees (less reasonable
expenses) would be returned to that Fund and

the Board of the affected Fund would consider other appropriate arrangements
subject to approval in accordance with the 1940 Act.

Holders of record of the shares of each Fund at the close of business on
February 8, 2002, as to any matter on which they are entitled to vote, will be
entitled to one vote per share on all business of a Meeting. The table provided
in Appendix 6 hereto sets forth the number of shares outstanding for each Fund
as of December 31, 2001.

To the best of each Fund's knowledge, as of December 31, 2001, no person owned
beneficially more than 5% of any Fund's outstanding shares, except as stated in
Appendix 7.

Appendix 8 lists the amount of shares of each Fund owned directly or
beneficially by the Directors of the relevant Board and officers of each Fund.

Georgeson Shareholder Communications, Inc. ("Georgeson") has been engaged to
assist in the solicitation of proxies for the Funds, at an estimated cost of
$9,500 per Fund, plus expenses. Such expenses will be borne by Scudder. As the
Meeting date approaches, certain shareholders of each Fund may receive a
telephone call from a representative of Georgeson if their votes have not yet
been received. Authorization to permit Georgeson to execute proxies may be
obtained by telephonic or electronically transmitted instructions from
shareholders of each Fund. Proxies that are obtained telephonically will be
recorded in accordance with the procedures described below. The Funds believe
that these procedures are reasonably designed to ensure that both the identity
of the shareholder casting the vote and the voting instructions of the
shareholder are accurately determined.

If a shareholder wishes to participate in a Meeting, but does not wish to give a
proxy by telephone or electronically, the shareholder may still submit the proxy
card(s) originally sent with this Proxy Statement or attend in person. Should
shareholders require additional information regarding the proxy or replacement
proxy card(s), they may contact Georgeson toll-free at (866) 904-6809. Any proxy
given by a shareholder is revocable until voted at a Meeting.

SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS

A shareholder wishing to submit a proposal for inclusion in a Fund's proxy
statement for the next annual meeting of shareholders should send such written
proposal to the Secretary of the Fund within a reasonable time before the
solicitation of proxies for such meeting. The timely submission of a proposal,
however, does not guarantee its inclusion.

OTHER MATTERS TO COME BEFORE THE MEETINGS

The Boards are not aware of any matters that will be presented for action at the
Meetings other than the matters described in this material. Should any other
matters requiring a vote of shareholders arise, the proxy in the accompanying
form will confer upon the person or persons entitled to vote the shares
represented by such proxy the discretionary authority to vote the shares as to
any such other matters in accordance with their best judgment in the interest of
each Fund.

PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) (OR TAKE ADVANTAGE
OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES) PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

By Order of the Boards,

/s/ John Millette
John Millette
Secretary

INDEX OF EXHIBITS AND APPENDICES

EXHIBIT A: FORM OF NEW INVESTMENT ADVISORY,
MANAGEMENT AND ADMINISTRATION AGREEMENT

EXHIBIT B: MANAGEMENT FEE RATES FOR FUNDS
MANAGED BY SCUDDER WITH SIMILAR INVESTMENT OBJECTIVES

EXHIBIT C: FORM OF RESEARCH AND ADVISORY
AGREEMENT

EXHIBIT D: INFORMATION REGARDING OTHER FUNDS
ADVISED OR SUB-ADVISED BY ZURICH SCUDDER SINGAPORE

EXHIBIT E: INFORMATION REGARDING OTHER FUNDS
ADVISED OR SUB-ADVISED BY DeAMIS

APPENDIX 1: INFORMATION REGARDING SCUDDER

APPENDIX 2: PROPOSED PORTFOLIO MANAGER CHANGES

APPENDIX 3: FEES PAID TO SFAC, SISC AND SSC

APPENDIX 4: FUND MANAGEMENT FEE RATES, NET ASSETS
AND AGGREGATE MANAGEMENT FEES

APPENDIX 5: DATES RELATING TO INVESTMENT
MANAGEMENT AGREEMENTS

APPENDIX 6: FUND SHARES OUTSTANDING

APPENDIX 7: BENEFICIAL OWNERS OF 5% OR MORE OF
FUND SHARES

APPENDIX 8: FUND SHARES OWNED BY DIRECTORS AND
OFFICERS

APPENDIX 9: OFFICERS

EXHIBIT A

FORM OF NEW INVESTMENT ADVISORY,
MANAGEMENT AND ADMINISTRATION AGREEMENT

AGREEMENT, dated and effective as of [Date], 2002 between [NAME OF FUND], a
Maryland corporation (herein referred to as the "Fund"), and ZURICH SCUDDER
INVESTMENTS, INC., a [Name of State] corporation (herein referred to as the
"Manager").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is agreed by
the parties as follows:

1. The Manager hereby undertakes and agrees, upon the terms and conditions
herein set forth, (i) to make investment decisions for the Fund, to prepare and
make available to the Fund research and statistical data in connection therewith
and to supervise the acquisition and disposition of securities by the Fund,
including the selection of brokers or dealers to carry out the transactions, all
in accordance with the Fund's investment objective[s] and policies and in
accordance with guidelines and directions from the Fund's Board of Directors;
(ii) to assist the Fund as it may reasonably request in the conduct of the
Fund's business, subject to the direction and control of the Fund's Board of
Directors; (iii) to maintain or cause to be maintained for the Fund all books,
records, reports and any other information required under the Investment Company
Act of 1940, as amended (the "1940 Act"), [FOR THE BRAZIL FUND, INC. ONLY: and
to furnish or cause to be furnished all required reports or other information
under Brazilian securities laws,] [FOR THE KOREA FUND, INC. ONLY: and to furnish
or cause to be furnished all required reports or other information under Korean
securities laws,] to the extent that such books, records and reports and other
information are not maintained or furnished by the custodian or other agents of
the Fund; (iv) to furnish at the Manager's expense for the use of the Fund such
office space and facilities as the Fund may require for its reasonable needs in
the City of New York and to furnish at the Manager's expense clerical services
in the United States related to research, statistical and investment work; (v)
to render to the Fund administrative services such as preparing reports to and
meeting materials for the Fund's Board of Directors and reports and notices to
stockholders, preparing and making filings with the Securities and Exchange
Commission (the "SEC") and other regulatory and self-regulatory organizations,
including preliminary and definitive proxy materials and post-effective
amendments to the Fund's registration state-

A-1

ment on Form N-2 under the Securities Act of 1933, as amended, and the 1940 Act,
as amended from time to time, providing assistance in certain accounting and tax
matters and investor and public relations, monitoring the valuation of portfolio
securities, assisting in the calculation of net asset value and calculation and
payment of distributions to stockholders, and overseeing arrangements with the
Fund's custodian, including the maintenance of books and records of the Fund;
and (vi) to pay the reasonable salaries, fees and expenses of such of the Fund's
officers and employees (including the Fund's shares of payroll taxes) and any
fees and expenses of such of the Fund's directors as are directors, officers or
employees of the Manager; provided, however, that the Fund, and not the Manager,
shall bear travel expenses (or an appropriate portion thereof) of directors and
officers of the Fund who are directors, officers or employees of the Manager to
the extent that such expenses relate to attendance at meetings of the Board of
Directors of the Fund or any committees thereof or advisers thereto. The Manager
shall bear all expenses arising out of its duties hereunder but shall not be
responsible for any expenses of the Fund other than those specifically allocated
to the Manager in this paragraph 1. In particular, but without limiting the
generality of the foregoing, the Manager shall not be responsible, except to the
extent of the reasonable compensation of such of the Fund's employees as are
directors, officers or employees of the Manager whose services may be involved,
for the following expenses of the Fund: organization and certain offering
expenses of the Fund (including out-of-pocket expenses, but not including
overhead or employee costs of the Manager or of any one or more organizations
retained [FOR THE BRAZIL FUND, INC. ONLY: by the Fund or by the Manager as a
Brazilian administrator or adviser of] [FOR THE KOREA FUND, INC. ONLY: by the
Fund or by the Manager as Korean adviser of] [FOR ALL OTHER FUNDS: as an advisor
or consultant to] the Fund); fees payable to the Manager and to any advisor or
consultants, including an advisory board, if applicable; legal expenses;
auditing and accounting expenses; telephone, telex, facsimile, postage and other
communication expenses; taxes and governmental fees; stock exchange listing
fees; fees, dues and expenses incurred by the Fund in connection with membership
in investment company trade organizations; fees and expenses of the Fund's
custodians, subcustodians, transfer agents and registrars; payment for portfolio
pricing or valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and other expenses
in connection with the issuance, offering, distribution, sale or underwriting of
securities issued by the Fund; expenses of registering or qualifying securities
of the Fund for sale; expenses relating to investor and public relations;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; brokerage commissions or other costs of acquiring
or disposing of any portfolio securities of the Fund; expenses of preparing and
distributing reports, notices and dividends to stockholders; costs of

A-2

stationery; costs of stockholders' and other meetings; litigation expenses; or
expenses relating to the Fund's dividend reinvestment and cash purchase plan
(except for brokerage expenses paid by participants in such plan).

[2. SCUDDER NEW ASIA FUND, INC. ONLY: In connection with the rendering of the
services required under paragraph 1, the Fund and the Manager have entered into
an agreement dated [date] hereof with Scudder Investments Singapore Limited to
furnish investment advisory services to the Manager pursuant to such agreement.]

[2.] 3. Subject to the prior approval of a majority of the members of the Fund's
Board of Directors, including a majority of the Directors who are not
"interested persons," as defined in the 1940 Act, you may, through a
sub-advisory agreement or other arrangement, delegate to any other company that
you control, are controlled by, or are under common control with, or to
specified employees of any such companies, or to more than one such company, to
the extent permitted by applicable law, certain of your duties enumerated in
section 1 hereof; provided, that you shall continue to supervise the services
provided by such company or employees and any such delegation shall not relieve
you of any of your obligations hereunder.

Subject to the provisions of this Agreement, the duties of any sub-adviser or
delegate, the portion of portfolio assets of the Fund that the sub-adviser or
delegate shall manage and the fees to be paid to the sub-adviser or delegate by
you under and pursuant to any sub-advisory agreement or other arrangement
entered into in accordance with this Agreement may be adjusted from time to time
by you, subject to the prior approval of the members of the Fund's Board of
Directors who are not "interested persons," as defined in the 1940 Act.

[FOR SCUDDER GLOBAL HIGH INCOME FUND, INC. AND SCUDDER NEW ASIA FUND, INC. ONLY:
[3]4. As exclusive licensee of the rights to use and sublicense the use of the
"Scudder," "Scudder Investments" and "Scudder, Stevens & Clark, Inc." trademarks
(together, the "Scudder Marks"), the Manager hereby grants the Fund a
non-exclusive right and sublicense to use (i) the "Scudder" name and mark as
part of the Fund's name (the "Fund Name") and (ii) the Scudder Marks in
connection with the Fund's investment products and services, in each case only
for so long as this Agreement, any other investment management agreement between
the Fund and the Manager (or any organization which shall have succeeded to the
Manager's business as investment manager (the "Manager's Successor")), or any
extension, renewal or amendment hereof or thereof remains in effect, and only
for so long as the Manager is a licensee of the Scudder Marks, provided,
however, that the Manager agrees to use its best efforts to maintain its license
to use and sublicense the Scudder

A-3

Marks. The Fund agrees that it shall have no right to sublicense or assign
rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks
other than the rights granted herein, that all of the Fund's uses of the Scudder
Marks shall inure to the benefit of Scudder Trust Company as owner and licensor
of the Scudder Marks (the "Trademark Owner"), and that the Fund shall not
challenge the validity of the Scudder Marks or the Trademark Owner's ownership
thereof. The Fund further agrees that all services and products it offers in
connection with the Scudder Marks shall meet commercially reasonable standards
of quality, as may be determined by the Manager or the Trademark Owner from time
to time, provided that the Manager acknowledges that the services and products
the Fund rendered during the one-year period preceding the date of this
Agreement are acceptable. At your reasonable request, the Fund shall cooperate
with the Manager and the Trademark Owner and shall execute and deliver any and
all documents necessary to maintain and protect (including but not limited to in
connection with any trademark infringement action) the Scudder Marks and/or
enter the Fund as a registered user thereof. At such time as this Agreement or
any other investment management agreement shall no longer be in effect between
the Manager (or the Manager's Successor) and the Fund, or the Manager no longer
is a licensee of the Scudder Marks, the Fund shall (to the extent that, and as
soon as, it lawfully can) cease to use the Fund Name or any other name
indicating that it is advised by, managed by or otherwise connected with the
Manager (Manager's Successor) or the Trademark Owner. In no event shall the Fund
use the Scudder Marks or any other name or mark confusingly similar thereto
(including, but not limited to, any name or mark that includes the name
"Scudder") if this Agreement or any other investment advisory agreement between
the Manager (or the Manager's Successor) and the Fund is terminated.]

[FOR THE KOREA FUND, INC. ONLY: 3. In connection with the rendering of the
services required under paragraph 1, the Fund and the Manager have entered into
an agreement dated the date hereof with Scudder Investments Korea Limited to
furnish investment advisory services to the Manager pursuant to such agreement.
The Manager may also contract with or consult with such banks, other securities
firms or other parties in Korea or elsewhere as it may deem appropriate to
obtain information and advice, including investment recommendations, advice
regarding economic factors and trends, advice as to currency exchange matters,
and clerical and accounting services and other assistance, but any fee,
compensation or expenses to be paid to any such parties shall be paid by the
Manager, and no obligation shall be incurred on the Fund's behalf in any such
respect.]

[FOR THE BRAZIL FUND, INC. ONLY: 3. In connection with the rendering of the
services required under paragraph 1, the Fund and the Manager have

A-4

entered into an agreement dated July 26, 1995 with Banco de Boston S.A., as
amended from time to time, to furnish administrative services to the Manager
pursuant to such agreement. The Manager may also contract with or consult with
such banks, other securities firms or other parties in Brazil or elsewhere as it
may deem appropriate to obtain information and advice, including investment
recommendations, advice regarding economic factors and trends, advice as to
currency exchange matters, and clerical and accounting services and other
assistance, but any fee, compensation or expenses to be paid to any such parties
shall be paid by the Manager, and no obligation shall be incurred on the Fund's
behalf in any such respect.]

[4.]5. The Fund agrees to pay to the Manager in United States dollars, as full
compensation for the services to be rendered and expenses to be borne by the
Manager hereunder, a monthly fee which, on an annual basis, is equal to %
per annum of the value of the Fund's average weekly net assets [FOR SCUDDER NEW
ASIA FUND, INC., THE BRAZIL FUND, INC. AND THE KOREA FUND, INC. ONLY: up to and
including .] Each payment of a monthly fee to the Manager shall be
made within the ten days next following the day as of which such payment is so
computed. [FOR THE KOREA FUND, INC. ONLY: For purposes of computing the monthly
fee, the value of the net assets of the Fund shall be determined as of the close
of business on the last business day of each month; provided, however, that the
fee for the period from the end of the last month ending prior to termination of
this Agreement, for whatever reason, to date of the termination shall be based
on the value of the net assets of the Fund determined as of the close of
business on the date of termination and the fee for such period through the end
of the month in which such proceeds are received shall be prorated according to
the proportion which such period bears to a full monthly period.] [FOR ALL FUNDS
OTHER THAN THE KOREA FUND, INC.: Upon any termination of this Agreement before
the end of a month, the fee for such part of that month shall be prorated
according to the proportion that such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement.]

The value of the net assets of the Fund shall be determined pursuant to the
applicable provisions of the Articles of Incorporation and By-laws of the Fund,
as amended from time to time.

[5.]6. The Manager agrees that it will not make a short sale of any capital
stock of the Fund or purchase any share of the capital stock of the Fund
otherwise than for investment.

[6.]7. In executing transactions for the Fund and selecting brokers or dealers,
the Manager shall use its best efforts to seek the best overall terms available.
In assessing the best overall terms available for any Fund

A-5

transaction, the Manager shall consider on a continuing basis all factors it
deems relevant, including, but not limited to, breadth of the market in the
security, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of any commission for
the specific transaction. In selecting brokers or dealers to execute a
particular transaction and in evaluating the best overall terms available, the
Manager may consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Fund and/or other accounts over which the Manager or an affiliate exercises
investment discretion.

[7.]8. Nothing herein shall be construed as prohibiting the Manager from
providing investment advisory services to, or entering into investment advisory
agreements with, other clients (including other registered investment
companies), including clients which may invest in securities [FOR SCUDDER GLOBAL
HIGH INCOME FUND, INC. ONLY: issued by issuers in emerging market countries]
[FOR SCUDDER NEW ASIA FUND, INC. ONLY: of Asian issuers] [FOR SCUDDER NEW EUROPE
FUND, INC. ONLY: of European issuers] [FOR THE BRAZIL FUND, INC. ONLY: of
Brazilian issuers] [FOR THE KOREA FUND, INC. ONLY: of Korean issuers], or from
utilizing (in providing such services) information furnished to the Manager by
[FOR THE BRAZIL FUND, INC. ONLY: any Brazilian administrator and others as
contemplated by sections 1 and 2 of this Agreement] [FOR THE KOREA FUND, INC.
ONLY: Scudder Investments Korea Limited and others as contemplated by sections 1
and 3 of this Agreement or by]advisors and consultants to the Fund and others;
nor shall anything herein be construed as constituting the Manager as an agent
of the Fund.

Whenever the Fund and one or more other accounts or investment companies advised
by the Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities shall be allocated in a manner believed by the Manager to be
equitable. The Fund recognizes that in some cases this procedure may adversely
affect the size of the position that may be acquired or disposed of for the
Fund. In addition, the Fund acknowledges that the persons employed by the
Manager to assist in the performance of the Manager's duties hereunder will not
devote their full time to such service and nothing contained herein shall be
deemed to limit or restrict the right of the Manager or any affiliate of the
Manager to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.

[8.]9. The Manager may rely on information reasonably believed by it to be
accurate and reliable. Neither the Manager nor its officers, directors,
employees or agents shall be subject to any liability for any act or omission,
error of judgment or mistake of law, or for any loss suffered by

A-6

the Fund, in the course of, connected with or arising out of any services to be
rendered hereunder, except by reason of willful misfeasance, bad faith, or gross
negligence on the part of the Manager in the performance of its duties or by
reason of reckless disregard on the part of the Manager of its obligations and
duties under this Agreement. Any person, even though also employed by the
Manager, who may be or become an employee of the Fund and paid by the Fund shall
be deemed, when acting within the scope of his employment by the Fund, to be
acting in such employment solely for the Fund and not as an employee or agent of
the Manager.

[9.]10. This Agreement shall be in effect [FOR SCUDDER GLOBAL HIGH INCOME FUND,
INC. AND THE BRAZIL FUND, INC. ONLY: for an initial term ending on] [FOR SCUDDER
NEW ASIA FUND, INC. AND THE KOREA FUND, INC. ONLY: until] September 30, 2002 and
shall continue in effect from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the affirmative vote
of (i) a majority of the members of the Fund's Board of Directors who are not
parties to this Agreement or interested persons of any party to this Agreement,
or of any entity regularly furnishing investment advisory services with respect
to the Fund pursuant to an agreement with any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
a majority of the Fund's Board of Directors or the holders of a majority of the
outstanding voting securities of the Fund. This Agreement may nevertheless be
terminated at any time without penalty, on 60 days' written notice, by the
Fund's Board of Directors, by vote of holders of a majority of the outstanding
voting securities of the Fund, or by the Manager [FOR THE BRAZIL FUND, INC.
ONLY: but only after written notice to the Fund and to the Comissao de Valores
Mobiliarios of not less than 60 days (or such longer period as may be required
under the Regulations of the National Monetary Council).]

This Agreement shall automatically be terminated in the event of its assignment,
provided that an assignment to a corporate successor to all or substantially all
of the Manager's business or to a wholly-owned subsidiary of such corporate
successor which does not result in a change of actual control or management of
the Manager's business shall not be deemed to be an assignment for the purposes
of this Agreement. Any notice to the Fund or the Manager shall be deemed given
when received by the addressee.

[10.]11. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by either party hereto, except as permitted under the
1940 Act or rules and regulations adopted thereunder. It may be amended by
mutual agreement, but only after authorization of such amendment by the
affirmative vote of (i) the holders of a majority of the outstanding voting
securities of the Fund, and (ii) a majority of the

A-7

members of the Fund's Board of Directors who are not parties to this Agreement
or interested persons of any party to this Agreement, or of any entity regularly
furnishing investment advisory services with respect to the Fund pursuant to an
agreement with any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval.

[11.]12. This Agreement shall be construed in accordance with the laws of the
State of New York, without giving effect to the conflicts of laws principles
thereof, provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act. As used herein, the terms "interested person,"
"assignment," and "vote of a majority of the outstanding voting securities"
shall have the meanings set forth in the 1940 Act.

[12.]13. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.

[13.]14. This Agreement supersedes all prior investment advisory, management,
and/or administration agreements in effect between the Fund and the Manager.

IN WITNESS WHEREOF, the parties have executed this Agreement by their officers
thereunto duly authorized as of the day and year first written above.

[NAME OF FUND]

By:
---------------------------------------------
Title: President

ZURICH SCUDDER INVESTMENTS, INC.

By:
---------------------------------------------

A-8

EXHIBIT B

MANAGEMENT FEE RATES FOR FUNDS MANAGED BY SCUDDER
WITH SIMILAR INVESTMENT OBJECTIVES*

NAME OF FUND OBJECTIVE FEE RATE(+) NET ASSETS*
------------ --------- ----------- -----------

GLOBAL GROWTH FUNDS

Scudder Emerging Long-term growth of capital. 1.250% to $500 million $ 42,196,327
Markets Growth Fund 1.200% over $500 million

Scudder Global Above-average capital appreciation over the long term. 1.100% $ 508,768,768
Discovery Fund

Scudder Global Fund Long-term growth or capital while actively seeking to reduce 1.000% to $500 million $1,252,010,279
downside risk as compared with other global growth funds. 0.950% next $500 million
0.900% next $500 million
0.850% next $500 million
0.800% over $2 billion

Scudder Gold Fund Maximum return (principal change and income) by investing, 1.000% to $500 million $ 98,333,874
under normal market conditions, at least 65% of total assets 0.950% over $500 million
in common stocks and other equities of U.S. and foreign
gold-related companies and in gold coin bullion.

Scudder Greater Long-term growth of capital by investing at least 80% of its 1.000% to $1 billion $ 725,235,585
Europe Growth Fund total assets in European common stocks and other equities 0.900% next $500 million
(equities that are traded mainly on European markets or are 0.850% next $500 million
issued by companies organized under the laws of Europe or do 0.800% over $2 billion
more than half of their business there).

Scudder International Long-term growth of capital by investing at least 65% of its 0.675% to $6 billion $3,751,901,605
Fund total assets in foreign equities (equities issued by 0.625% next $1 billion
foreign-based companies and listed on foreign exchanges). 0.600% over $7 billion

B-1

NAME OF FUND OBJECTIVE FEE RATE(+) NET ASSETS*
------------ --------- ----------- -----------

Scudder International Long-term capital appreciation. 0.750% to $250 million $ 14,885,633
Research Fund 0.720% next $750 million
0.700% next $1.5 billion
0.680% next $2.5 billion
0.650% next $2.5 billion
0.640% next $2.5 billion
0.630% next $2.5 billion
0.620% over $12.5 billion

Scudder Latin America Long-term capital appreciation by investing at least 65% of 1.250% to $400 million $ 295,145,336
Fund its total assets in Latin American common stocks and other 1.150% over $400 million
equities (equities that are traded mainly on Latin American
markets, issued or guaranteed by a Latin American government
or issued by a company organized under the laws of a Latin
American country or any company with more than half of its
business in Latin America).

Scudder New Europe Long-term capital appreciation. 0.750% to $250 million $ 187,190,645
Fund 0.720% next $750 million
0.700% next $1.5 billion
0.680% next $2.5 billion
0.650% next $2.5 billion
0.640% next $2.5 billion
0.630% next $2.5 billion
0.620% over $12.5 billion

Scudder Pacific Long-term growth of capital by investing at least 65% of its 0.850% to $250 million $ 75,709,280
Opportunities Fund total assets in Pacific Basin common stocks and other 0.820% next $750 million
equities (equities that are traded mainly on Pacific Basin 0.800% next $1.5 billion
markets, issued by companies organized under the laws of a 0.780% next $2.5 billion
Pacific Basin country or issued by any company with more 0.750% next $2.5 billion
than half of its business in the Pacific Basin). 0.740% next $2.5 billion
0.730% next $2.5 billion
0.720% over $12.5 billion

The Japan Fund, Inc. Long-term capital appreciation by investing at least 80% of 0.850% to $100 million $ 325,168,105
net assets in Japanese securities (issued by Japan-based 0.750% next $200 million
companies or their affiliates, or by any company that 0.700% next $300 million
derives more than half of its revenue from Japan). 0.650% over $600 million

B-2

NAME OF FUND OBJECTIVE FEE RATE(+) NET ASSETS*
------------ --------- ----------- -----------

GLOBAL INCOME FUNDS

Scudder Emerging High current income and, secondarily, long-term capital 1.000% to $500 million $ 120,468,131
Markets income Fund appreciation. 0.950% over $500 million

Scudder Global Bond Total return with an emphasis on current income; capital 0.750% to $250 million $ 180,288,837
Fund appreciation is a secondary goal. 0.720% next $750 million
0.700% next $1.5 billion
0.680% next $2.5 billion
0.650% next $2.5 billion
0.640% next $2.5 billion
0.630% next $2.5 billion
0.620% over $12.5 billion
CLOSED-END FUNDS

Scudder Global High High level of current income and, secondarily, capital 1.200% of net assets(1) $ 56,235,145
Income Fund, Inc. appreciation through investment principally in
dollar-denominated Latin American debt instruments.

Scudder New Asia Long term capital appreciation through investment primarily 1.250% to $75 million $ 93,220,957
Fund, Inc. in equity securities of Asian companies. 1.150% next $125 million
1.100% over $200
million(1)

The Brazil Fund, Inc. Long term capital appreciation through investment primarily 1.200% to $150 million $ 322,717,275
in equity securities of Brazilian issuers. 1.050% next $150 million
1.000% next $200 million
0.900% over $500 million(1)

B-3

NAME OF FUND OBJECTIVE FEE RATE(+) NET ASSETS*
------------ --------- ----------- -----------

The Korea Fund, Inc. Long term capital appreciation through investment primarily 1.150% to $50 million $ 650,553,193
in equity securities of Korean companies. 1.100% next $50 million
1.000% next $250 million
0.950% next $400 million
0.900% next $300 million
0.850% over $1.05
billion(2)
INSURANCE/ANNUITY PRODUCTS

International Long-term growth of capital primarily through diversified 0.875% to $500 million $ 515,859,726
Portfolio holdings of marketable foreign equity investments. 0.725% over $500 million

---------------
* Unless otherwise noted, the information provided in the chart is shown as of
the end of each Fund's most recent fiscal year.

(+) Unless otherwise noted, the investment management fee rates provided below
are based on the average daily net assets of a Fund. Certain Funds from time
to time may be subject to waiver and/or expense limitations.

(1) Based on average weekly net assets.

(2) Based on average monthly net assets.

B-4

EXHIBIT C

FORM OF
RESEARCH AND ADVISORY AGREEMENT

ZURICH SCUDDER INVESTMENTS, INC.
[ADDRESS]

[SUBADVISER]
[Address]

We have entered into an Investment Advisory, Management and Administration
Agreement (the "Management Agreement") dated as of [ ], 2002, (Scudder New Asia
Fund, Inc.: as amended from time to time,] with [The Korea Fund, Inc.] (Scudder
New Asia Fund, Inc.) , a Maryland
corporation, (the "Fund"), pursuant to which we act as investment adviser to and
manager of the Fund. A copy of the Management Agreement has been previously
furnished to you. In furtherance of such duties to the Fund, and with the
approval of the Fund, we wish to avail ourselves of your investment advisory
services. Accordingly, with the acceptance of the Fund, we hereby agree with you
as follows for the duration of this Agreement:

1. You agree to furnish to us such information, investment recommendations,
advice and assistance as we shall from time to time reasonably request. [The
Korea Fund, Inc.: In that connection, you agree to continue to maintain a
separate staff within your organization to furnish such services exclusively to
us.] In addition, for the benefit of the Fund, you agree to pay the fees and
expenses of any directors or officers of the Fund who are directors, officers or
employees of you or of any of your affiliates, except that the Fund shall bear
travel expenses of one (but not more than one) director, officer or employee of
you or any of your affiliates who is not a resident in the United States to the
extent such expenses relate to his attendance as a director at meetings of the
Board of Directors of the Fund in the United States and shall also bear the
travel expenses of any other director, officer or employee of you or of any of
your affiliates who is resident in the United States to the extent such expenses
relate to his attendance as a director at meetings of the Board of Directors
outside of the United States.

2. [The Korea Fund, Inc.: We agree to pay in United States dollars to you, as
compensation for the services to be rendered by you hereunder, a monthly fee
which, on an annual basis, is equal to 0.2875% per annum of the value of the
Fund's net assets up to and including $50 million; 0.2750% per annum of the
value of the Fund's net assets on the next $50 million of assets; 0.2500% per
annum of the value of the Fund's net assets on the next $250 million of assets;
0.2375% per annum of the value

C-1

of the Fund's net assets on the next $400 million of assets; and 0.2250% per
annum of the value of the Fund's net assets in excess of $750 million. For
purposes of computing the monthly fee, the value of the net assets of the Fund
shall be determined as of the close of business on the last business day of each
month provided, however, that the fee for the period from the end of the last
month ending prior to termination of this Agreement, for whatever reason, to
date of termination shall be based on the value of the net assets of the Fund
determined as of the close of business on the date of termination and the fee
for such period through the end of the month in which such proceeds are received
shall be prorated according to the proportion which such period bears to a full
monthly period. Each payment of a monthly fee shall be made by us to you within
the fifteen days next following the day as of which such payment is so
computed.]

(Scudder New Asia Fund, Inc.: We agree to pay in United States dollars to you,
as compensation for the services to be rendered by you hereunder, a monthly fee
which, on an annual basis, is equal to 0.312% per annum of the value of the
Fund's average weekly net assets up to and including $75 million, 0.250% per
annum of the value of the Fund's average weekly net assets on the next $125
million of assets; and 0.200% per annum of the value of the Fund's average
weekly net assets in excess of $200 million. For purposes of computing the
monthly fee, the value of the net assets of the Fund shall be determined as of
the close of business on the last business day of each month; provided, however,
that the fee for the period from the end of the last month ending prior to
termination of this Agreement, for whatever reason, to date of termination shall
be based on the value of the net assets of the Fund determined as of the close
of business on the date of termination and the fee for such period through the
end of the month in which such proceeds are received shall be prorated according
to the proportion which such period bears to a full monthly period. Each payment
of a monthly fee shall be made by us to you within the fifteen days next
following the day as of which such payment is so computed.)

The value of the net assets of the Fund shall be determined pursuant to
applicable provision of the [The Korea Fund, Inc.: Certificate of
Incorporation] (Scudder New Asia Fund, Inc.: Articles of Incorporation)

C-2

and By-laws
of the Fund.

We agree to work with you, in order to make our relationship as productive as
possible for the benefit of the Fund, to further the development of your ability
to provide the services contemplated by Section 1. To this end we agree to work
with you to assist you in developing your research techniques, procedures and
analysis. We have furnished you with informal memoranda, copies of which are
attached to this Agreement, reflecting our understanding of our working
procedures with you, which may be revised as you work with us pursuant to this
Agreement. We agree not to furnish, without your consent, to any person other
than our personnel and directors and representatives of the Fund any tangible
research material that is prepared by you, that is not publicly available, and
that has been stamped or otherwise clearly indicated by you as being
confidential.

3. You agree that you will not make a short sale of any capital stock of the
Fund, or purchase any share of the capital stock of the Fund otherwise than for
investment.

4. Your services to us are not to be deemed exclusive and you are free to render
similar services to others, except as otherwise provided in Section 1 hereof.

5. Nothing herein shall be construed as constituting you an agent of us or of
the Fund.

6. You represent and warrant that you are registered as an investment adviser
under the U.S. Investment Advisers Act of 1940, as amended. You agree to
maintain such registration in effect during the term of this Agreement.

7. Neither you nor any affiliate of yours shall receive any compensation in
connection with the placement or execution of any transaction for the purchase
or sale of securities or for the investment of funds on behalf of the Fund,
except that you or your affiliates may receive a commission, fee or other
remuneration for acting as broker in connection with the sale of securities to
or by the Fund, if permitted under the U.S. Investment Company Act of 1940, as
amended (the "1940 Act").

8. We and the Fund agree that you may rely on information reasonably believed by
you to be accurate and reliable. We and the Fund further agree that neither you
nor your officers, directors, employees or agents shall be subject to any
liability for any act or omission in the course of, connected with or arising
out of any services to be rendered hereunder except by reason of willful
misfeasance, bad faith or gross negligence in the performance of your duties or
by reason of reckless disregard of your obligations and duties under this
Agreement.

C-3

9. This Agreement shall remain in effect until September 30, 2002 and shall
continue in effect thereafter, but only so long as such continuance is
specifically approved at least annually by the affirmative vote of (i) a
majority of the members of the Fund's Board of Directors who are not interested
persons of the Fund, you or us, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) a majority of the Fund's Board of
Directors or the holders of a majority of the outstanding voting securities of
the Fund. This Agreement may nevertheless be terminated at any time, without
penalty, by the Fund's Board of Directors or by vote of holders of a majority of
the outstanding voting securities of the Fund, upon 60 days' written notice
delivered or sent by registered mail, postage prepaid, to you, at your address
given [The Korea Fund, Inc: above] (Scudder New Asia Fund, Inc: in Paragraph 11
hereof) or at
any other address of which you shall have notified us in writing, or by you upon
60 days' written notice to us and to the Fund, and shall automatically be
terminated in the event of its assignment or of the termination (due to
assignment or otherwise) of the Management Agreement, provided that an
assignment to a corporate successor to all or substantially all of your business
or to a wholly-owned subsidiary of such corporate successor which does not
result in a change of actual control or management of your business shall not be
deemed to be an assignment for purposes of this Agreement. Any such notice shall
be deemed given when received by the addressee.

10. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by either party hereto. It may be amended by mutual
agreement, but only after authorization of such amendment by the affirmative
vote of (i) the holders of a majority of the outstanding voting securities of
the Fund; and (ii) a majority of the members of the Fund's Board of Directors
who are not interested persons of the Fund, you or us, cast in person at a
meeting called for the purpose of voting on such approval.

11. Any notice hereunder shall be in writing and shall be delivered in person or
by facsimile (followed by mailing such notice, air mail postage paid, the day on
which such facsimile is sent).

Addressed

If to Zurich Scudder Investments, Inc., to:
[address]

If to [Subadviser], to:
[address]

C-4

or to such other address as to which the recipient shall have informed the other
party.

Notice given as provided above shall be deemed to have been given, if by
personal delivery, on the day of such delivery, and if by facsimile and mail,
the date on which such facsimile and confirmatory letter are sent.

12. This Agreement shall be construed in accordance with the laws of the State
of New York, provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act. As used herein the terms "interested person,"
"assignment," and "vote of a majority of the outstanding voting securities"
shall have the meanings set forth in the 1940 Act.

If you are in agreement with the foregoing, please sign the form of acceptance
on the enclosed counterpart hereof and return the same to us.

Very truly yours,
ZURICH SCUDDER INVESTMENTS, INC.

By
--------------------------------------------------------------------------
Title:

The foregoing agreement is hereby accepted as of the date first above written.

[SUBADVISER]

By
--------------------------------------------------------------------------
Title:

Accepted:

[THE KOREA FUND, INC.] (SCUDDER NEW ASIA FUND, INC.)

By:
-------------------------------------------------------------------------
Title:

C-5

EXHIBIT D

INFORMATION REGARDING OTHER FUNDS
ADVISED OR SUB-ADVISED
BY ZURICH SCUDDER SINGAPORE

NET ASSETS AS OF ADVISORY FEE
NAME OF FUND OCTOBER 31, 2001 (% OF AVERAGE DAILY NET ASSETS)
------------ ----------------- -------------------------------

Scudder Pacific
Opportunities Fund $75,709,280 0.850% to $250 million
0.820% next $750 million
0.800% next $1.5 billion
0.780% next $2.5 billion
0.750% next $2.5 billion
0.740% next $2.5 billion
0.730% next $2.5 billion
0.720% over $12.5 billion

D-1

EXHIBIT E

INFORMATION REGARDING OTHER FUNDS ADVISED OR
SUB-ADVISED BY DEAMIS

NET ASSETS AS OF ADVISORY FEE
NAME OF FUND DECEMBER 31, 2001 (% OF AVERAGE DAILY NET ASSETS)
------------ ----------------- -------------------------------

International Select
Equity Fund......... $258,283,127 0.70%
Emerging Markets Debt
Fund................ $ 74,401,141 1.00%
Emerging Markets
Equity Fund......... $122,395,262 1.00%

E-1

APPENDIX 1

INFORMATION REGARDING SCUDDER

INVESTMENT MANAGER

Zurich Scudder Investments, Inc., located at 345 Park Avenue, New York, New York
10154, is one of the largest and most experienced investment management firms in
the United States. It was established as a partnership in 1919 and restructured
as a Delaware corporation in 1985. Its first fund was launched in 1928. As of
December 31, 2001, Scudder had approximately $328 billion in assets under
management. The principal source of Scudder's income is professional fees
received from providing continuing investment advice. Scudder provides
investment counsel for many individuals and institutions, including insurance
companies, endowments, industrial corporations and financial and banking
organizations.

As of December 31, 2001, the outstanding securities of Scudder are held of
record as follows: 1.31% by Zurich Insurance Company, 54 Thompson Street, Third
Floor, New York, New York 10012; 37.78% and 16.06% by Zurich Holding Company of
America ("ZHCA"), 1400 American Lane, Schaumburg, Illinois, 60196 and Zurich
Financial Services (UKISA) Limited, 22 Arlington Street, London SW1A, 1RW United
Kingdom, respectively, each a wholly owned subsidiary of Zurich Insurance
Company; 27.14% by ZKI Holding Corporation ("ZKIH"), 222 South Riverside Plaza,
Chicago, Illinois 60606, a wholly owned subsidiary of ZHCA; 13.91% by Stephen R.
Beckwith, Lynn S. Birdsong, Kathryn L. Quirk and Edmond D. Villani in their
capacity as representatives (the "Management Representatives") of Scudder's
employee and retired employee stockholders pursuant to a Second Amended and
Restated Security Holders Agreement among Scudder, Zurich Insurance Company,
ZHCA, ZKIH, the Management Representatives, the employee stockholders, the
retired employee stockholders and Edmond D. Villani, as trustee of Zurich
Scudder's Executive Defined Contribution Plan Trust (the "Plan Trust"); and
3.80% by the Plan Trust.

On October 17, 2000, the dual holding company structure of Zurich Financial
Services Group was unified under a single Swiss holding company called Zurich
Financial Services, Mythenquai 2, 8002 Zurich, Switzerland. Zurich Insurance
Company is an indirect wholly owned subsidiary of Zurich Financial. The
transaction did not affect Zurich Insurance Company's ownership interest in
Scudder or Scudder's operations.

The names and principal occupations of the principal executive officers and
directors of Scudder are shown below.

DIRECTORS AND OFFICERS OF SCUDDER

Steven M. Gluckstern, 105 East 17th Street, Fourth Floor, New York, New York
10003. Chairman of the Board and Director, Scudder. Chief Executive Officer,
Zurich Global Assets LLC.

Edmond D. Villani, 345 Park Avenue, New York, New York 10154. President, Chief
Executive Officer and Director, Scudder. Managing Director, Scudder.

Kathryn L. Quirk, 345 Park Avenue, New York, New York 10154. General Counsel,
Chief Compliance Officer, Chief Legal Officer and Secretary, Scudder. Managing
Director, Scudder.

Farhan Sharaff, 345 Park Avenue, New York, New York 10154. Chief Investment
Officer, Scudder. Managing Director, Scudder.

Chris C. DeMaio, 345 Park Avenue, New York, New York 10154. Treasurer, Scudder.
Managing Director, Scudder.

Nicholas Bratt, 345 Park Avenue, New York, New York 10154. Corporate Vice
President and Director, Scudder. Managing Director, Scudder.

Lynn S. Birdsong, 345 Park Avenue, New York, New York 10154. Corporate Vice
President and Director, Scudder. Managing Director, Scudder.

Laurence W. Cheng, 54 Thompson Street, New York, New York 10012. Director,
Scudder. Chairman and Chief Executive Officer, Capital Z Management, LLC.

Martin Feinstein, 4680 Wilshire Boulevard, Los Angeles, California 90010.
Director, Scudder. Chairman of the Board, President and Chief Executive Officer,
Farmers Management, LLC.

Gunther Gose, Mythenquai 2, P.O. Box CH-8022, Zurich, Switzerland. Director,
Scudder. Chief Financial Officer, Zurich Financial.

Appendix 9 includes information regarding each officer of each Fund who is
associated with Scudder.

Certain senior executives of Scudder are expected to take positions at Deutsche
Asset Management, including Edmond D. Villani, Scudder's President and Chief
Executive Officer, who is expected to join the existing Deutsche Asset
Management Global Executive Committee, as well as serve on the Americas
leadership team. Deutsche Bank has represented that it does not anticipate that
the Transaction will have any adverse effect on Scudder's ability to fulfill its
obligations under the New Investment Management Agreements or on its ability to
operate its businesses in a manner consistent with its current practices.

Edmond Villani, Nicholas Bratt and Lynn Birdsong, each a director of Scudder,
are parties to employment agreements with Scudder, entered into in 1997 when
Scudder was acquired by Zurich Financial, which would provide each executive, if
his employment is terminated by Scudder without cause or by the executive for
good reason, with a severance payment equal to two times the sum of his base
salary and the higher of his two most recent annual bonuses, in the case of
Messrs. Villani and Bratt, and equal to the sum of his base salary and the
higher of his two most recent annual bonuses, in the case of Mr. Birdsong. In
addition, Messrs. Villani, Bratt and Birdsong are participants in the Zurich
Scudder Investments Supplemental Employee Retirement Plan, the Zurich Scudder
Investments Excess Retirement Plan, the Zurich Scudder Investments Long-Term
Incentive Plan, the Zurich Scudder Investments Executive Defined Contribution
Plan, the Zurich Scudder Investments Special Incentive Compensation Plan and the
Zurich Scudder Investments Supplemental Profit Sharing Plan (collectively, the
"Plans"). Pursuant to the terms of each of the Zurich Scudder Investments
Supplemental Employee Retirement Plan, Zurich Scudder Investments Executive
Defined Contribution Plan and Zurich Scudder Investments Special Incentive
Compensation Plan, upon consummation of the Transaction, the respective accounts
of each participant in such Plans will become fully vested to the extent that
such amounts were not vested prior to the consummation of the Transaction.

Scudder also informed the Funds that as of December 31, 2001, Scudder shared
power to vote and dispose of 1,634,248 shares of Deutsche Bank common stock
(approximately 0.26 of 1% of the shares outstanding). All of those shares were
held by various investment companies managed by Scudder. On that date, Scudder
also shared power to vote and/or dispose of other securities of Deutsche Bank
and its affiliates, some of which were also held by various investment companies
managed by Scudder. To the extent required by the 1940 Act, prior to, or within
a reasonable time after the Transaction, Scudder will dispose of the Deutsche
Bank (and affiliates) securities held by various investment companies managed by
Scudder, and Deutsche Bank will pay the transactional costs associated with such
disposition.

APPENDIX 2

PROPOSED PORTFOLIO MANAGER CHANGES

Below is a table that shows, as of February 4, 2002, the anticipated changes to
the lead portfolio management of the Funds after the Transaction. The
information contained in the table is subject to change prior to or following
the close of the Transaction. Shareholders of a Fund would be notified following
a change in their Fund's lead portfolio manager(s).

LEAD PORTFOLIO MANAGERS
AS OF DECEMBER 31, LEAD PORTFOLIO MANAGERS
NAME OF FUND 2001 AFTER THE TRANSACTION
------------ ----------------------- -----------------------

Scudder Global High Jan C. Faller, David Dowsett,
Income Fund, Inc. Jack Janasiewicz Ian Clark

APPENDIX 3

FEES PAID TO SFAC, SISC AND SSC

AGGREGATE AGGREGATE AGGREGATE
FISCAL FEE FEE FEE
NAME OF FUND YEAR TO SFAC TO SISC TO SSC
------------ ------ --------- --------- ---------

Scudder Global High Income
Fund, Inc. .............. 10/31/01 $ 64,930 $15,000 $ 0
Scudder New Asia Fund,
Inc. .................... 12/31/01 $ 89,820 $15,000 $ 0
The Brazil Fund, Inc. ..... 6/30/01 $191,914 $ 9,272 $ 5,728
The Korea Fund, Inc. ...... 6/30/01 $345,013 $ 9,272 $ 5,728

APPENDIX 4

FUND MANAGEMENT FEE RATES, NET ASSETS
AND AGGREGATE MANAGEMENT FEES

AGGREGATE
FISCAL MANAGEMENT MANAGEMENT FEE
NAME OF FUND YEAR NET ASSETS FEE RATE PAID(+*)
------------ ------ ------------ ---------- --------------

Scudder Global High
Income Fund, Inc..... 10/31/01 $ 56,235,145 1.200% of net assets(1) $ 733,710
Scudder New Asia Fund,
Inc.................. 12/31/01 $ 93,220,957 1.250% to $75 million $1,183,199
1.150% next $125 million
1.100% thereafter(1)
The Brazil Fund,
Inc.................. 6/30/01 $322,717,275 1.200% to $150 million $4,014,350
1.050% next $150 million
1.000% next $200 million
0.900% thereafter(1)
The Korea Fund,
Inc.................. 6/30/01 $650,553,193 1.150% to $50 million $6,979,554
1.100% next $50 million
1.000% next $250 million
0.950% next $400 million
0.900% next $300 million
0.850% thereafter(2)

---------------
* The aggregate management fee paid amounts are for the Fund's most recently
completed fiscal year, unless otherwise noted.

(+) Aggregate management fees disclosed in this table may include fees paid to
successors and affiliates of Scudder.

(1) Based on average weekly net assets.

(2) Based on average monthly net assets.

APPENDIX 5

DATES RELATING TO INVESTMENT
MANAGEMENT AGREEMENTS

CURRENT TERMINATION DATE
INVESTMENT NEW INVESTMENT (UNLESS CONTINUED)
DATE OF CURRENT MANAGEMENT MANAGEMENT FOR NEW
INVESTMENT AGREEMENT LAST AGREEMENT INVESTMENT
MANAGEMENT APPROVED BY APPROVED BY MANAGEMENT
NAME OF FUND AGREEMENT SHAREHOLDERS DIRECTORS AGREEMENT
------------ --------------- -------------- -------------- ------------------

Scudder Global High
Income Fund, Inc. .... 9/7/98 12/17/98 2/4/02 9/30/02
Scudder New Asia Fund,
Inc. ................. 4/5/00 12/17/98 2/4/02 9/30/02
The Brazil Fund,
Inc................... 9/7/98 12/17/98 2/4/02 9/30/02
The Korea Fund, Inc.... 9/30/00 12/17/98 2/4/02 9/30/02

APPENDIX 6

FUND SHARES OUTSTANDING

The table below sets forth the number of shares outstanding for each Fund as of
December 31, 2001.

NUMBER OF SHARES
NAME OF FUND OUTSTANDING
------------ ----------------

Scudder Global High Income Fund, Inc. .......... 9,939,538
Scudder New Asia Fund, Inc. .................... 8,941,433
The Brazil Fund, Inc. .......................... 16,436,988
The Korea Fund, Inc. ........................... 49,933,902

APPENDIX 7

BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES

NUMBER PERCENTAGE
NAME OF FUND NAME OF OWNER OWNED OWNED
------------ ------------- --------- ----------

Scudder New Asia Fund, Inc. First Union Capital Management 836,600 9.53%
One First Union Center
301 S. College Street
Charlotte, NC 28288

The Brazil Fund, Inc. The State Teachers Board of Ohio 998,900 6.1%
275 East Broad Street
Columbus, OH 43215

The Korea Fund, Inc. President and Fellows of Harvard College 3,252,806 6.5%
c/o Harvard Management Company
600 Atlantic Avenue
Boston, MA 02210
Brinson Partners, Ltd. 3,193,600 6.4%
208 S. LaSalle Street
Chicago, IL 60604

APPENDIX 8

FUND SHARES OWNED BY DIRECTORS AND OFFICERS

The following table sets forth, for each Director and for the Directors and
officers as a group, the amount of shares owned in each Fund as of December 31,
2001. The information as to beneficial ownership is based on statements
furnished to each Fund by each Director and officer. Unless otherwise noted, (i)
beneficial ownership is based on sole investment power, (ii) each Director's
individual beneficial shareholdings of each Fund constitute less than 1% of the
outstanding shares of such Fund, and (iii) as a group, the Directors and
officers of each Fund own beneficially less than 1% of the shares of such Fund.

NAMES OF DIRECTORS
----------------------------------------------------------------------------------------------
RONALDO A. SUSAN
NICHOLAS ROBERT J. KENNETH C. WILLIAM H. DA FROTA JURIS DANIEL KAUFMAN
NAME OF FUND BRATT(1) CALLANDER FROEWISS LUERS NOGUEIRA PADEGS(2) PIERCE PURCELL
------------ -------- --------- ---------- ---------- ---------- ---------- -------- --------

Scudder Global High Income Fund,
Inc. 11,926 1,515 2,000 850 4,918 0 -- 0
Scudder New Asia Fund, Inc. 10,868 500 1,000 500 0 -- 25,358(4) 0
The Brazil Fund, Inc. 4,277 1,000 1,000 322 4,016 3,529 -- 0
The Korea Fund, Inc. 8,561(3) 2,500 1,000 475 4,000 2,462 -- 0

NAMES OF DIRECTORS
--------------------------------
ALL CURRENT DIRECTORS
KESOP AND OFFICERS AS A
NAME OF FUND YUN GROUP
------------ -------- ---------------------

Scudder Global High Income Fund,
Inc. 0 21,209
Scudder New Asia Fund, Inc. 0 38,226
The Brazil Fund, Inc. 0 14,144
The Korea Fund, Inc. 0 18,998

---------------

(1) Mr. Bratt serves as President of Scudder New Asia Fund, Inc., The Brazil
Fund, Inc. and The Korea Fund, Inc.

(2) Mr. Padegs serves as President of Scudder Global High Income Fund, Inc.

(3) Mr. Bratt's shares held with joint ownership and shared investment power.

(4) Mr. Pierce's total includes 8,133 shares held in a fiduciary capacity.

APPENDIX 9

OFFICERS

The following persons who are officers or directors of each Fund noted in the
table below:

PRESENT OFFICE WITH THE FUND;
NAME (AGE) PRINCIPAL OCCUPATION OR EMPLOYMENT(1) FUND (YEAR FIRST BECAME AN OFFICER)(2)
---------- -------------------------------------- --------------------------------------------

Nicholas Bratt President and Director; Managing Scudder New Asia Fund, Inc. (2000)
(53) Director, Scudder. The Brazil Fund, Inc. (1987)
The Korea Fund, Inc. (1999)
Juris Padegs President (Scudder Global High Income Scudder Global High Income Fund, Inc. (1999)
(70) Fund, Inc.) Director and Chairman (The
Brazil Fund, Inc., The Korea Fund,
Inc., Scudder Global High Income Fund,
Inc.); Advisory Managing Director,
Scudder.
Jan C. Faller Vice President; Senior Vice President, Scudder Global High Income Fund, Inc. (2000)
(35) Scudder; formerly, bond and currency
investment manager at an unaffiliated
asset management firm.
Theresa Gusman Vice President; Managing Director, Scudder New Asia Fund, Inc. (1996)
(41) Scudder.
Judith A. Hannaway Vice President; Managing Director, Scudder Global High Income Fund, Inc. (1997)
(48) Scudder. Scudder New Asia Fund, Inc. (1997)
The Brazil Fund, Inc. (1997)
The Korea Fund, Inc. (1997)
John R. Vice President; Assistant Vice Scudder Global High Income Fund, Inc. (2000)
Janasiewicz President, Scudder.
(30)

Tara C. Kenney Vice President; Senior Vice President, The Brazil Fund, Inc. (2000)
(41) Scudder.
John J. Lee Vice President; Managing Director, The Korea Fund, Inc. (1994)
(43) Scudder.
John Millette Vice President & Secretary; Vice Scudder Global High Income Fund, Inc. (1999)
(39) President, Scudder. Scudder New Asia Fund, Inc. (1999)
The Brazil Fund, Inc. (1999)
The Korea Fund, Inc. (1999)
Kathryn L. Quirk Vice President & Assistant Secretary; Scudder Global High Income Fund, Inc. (1992)
(49) Managing Director, Scudder. Scudder New Asia Fund, Inc. (1987)
The Brazil Fund, Inc. (1987)
The Korea Fund, Inc. (1987)
Paul H. Rogers Vice President; Managing Director, The Brazil Fund, Inc. (1998)
(45) Scudder.
Dong Wook Park Vice President; Senior Vice President, The Korea Fund, Inc. (1986)
(54) Scudder.
John R. Hebble Treasurer; Senior Vice President, Scudder Global High Income Fund, Inc. (1998)
(43) Scudder. Scudder New Asia Fund, Inc. (1998)
The Brazil Fund, Inc. (1998)
The Korea Fund, Inc. (1998)
Thomas Lally Assistant Treasurer; Senior Vice Scudder Global High Income Fund, Inc. (2001)
(34) President, Scudder. Scudder New Asia Fund, Inc. (2001)
The Brazil Fund, Inc. (2001)
The Korea Fund, Inc. (2001)

Brenda Lyons Assistant Treasurer; Senior Vice Scudder Global High Income Fund, Inc. (2000)
(38) President, Scudder. Scudder New Asia Fund, Inc. (2000)
The Brazil Fund, Inc. (2000)
The Korea Fund, Inc. (2000)
Caroline Pearson Assistant Secretary; Managing Scudder Global High Income Fund, Inc. (1998)
(39) Director, Scudder; formerly, Scudder New Asia Fund, Inc. (1998)
Associate, Dechert Price & Rhoads (law The Brazil Fund, Inc. (1998)
firm) 1989-1997. The Korea Fund, Inc. (1998)

---------------
(1) Unless otherwise stated, all of the officers have been associated with their
respective companies for more than five years, although not necessarily in
the same capacity.

(2) The President, Treasurer and Secretary each holds office until the first
meeting of Directors in each calendar year and until his or her Successor
has been duly elected and qualified, and all other officers hold office as
the Directors permit in accordance with the By-laws of the applicable Fund.

Q. WILL THE INVESTMENT MANAGEMENT FEE RATE BE
THE SAME UPON APPROVAL OF THE NEW INVESTMENT ADVISORY, MANAGEMENT AND
ADMINISTRATION AGREEMENT?

A. Yes, the investment management fee rate applicable to your Fund
under the new investment advisory, management and administration agreement is
the same as that currently in effect.

Q. HOW DOES MY FUND'S BOARD RECOMMEND THAT I VOTE?

A. After careful consideration, the members of your Fund's Board,
including those who are not affiliated with Scudder or Deutsche Bank,
unanimously recommend that you vote in favor of the new investment advisory,
management and administration agreement. The reasons for their recommendation
are discussed in more detail in the enclosed Proxy Statement under "Board
Approval and Recommendation" and "Board Considerations" in Proposal 1.

Q. WILL MY FUND PAY FOR THE PROXY SOLICITATION AND
LEGAL COSTS ASSOCIATED WITH THIS TRANSACTION?

A. No, neither you nor your Fund will bear any costs associated with the
proposed Transaction. Scudder has agreed to bear these costs.

Q. WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE PROXY
CARD?

A. Because each Fund's shareholders must vote separately, you are being
sent a proxy card for each Fund account that you have. Please vote on all
applicable proposals shown on each proxy card that you receive.

Q. WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION
ABOUT THIS PROXY STATEMENT?

A. Please call Georgeson Shareholder Communications, your Fund's
information agent, at (866) 904-6809.

- PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. -
INSTRUCTIONS FOR VOTING YOUR PROXY
The Brazil Fund, Inc. is now offering shareholders of record three alternative
ways of voting their proxies:
- BY TELEPHONE
- THROUGH THE INTERNET (using a browser)
- BY MAIL (traditional method)
Your telephone, fax or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you had mailed your proxy card. We encourage you
to use these cost effective and convenient ways of voting.
Available only until 5:00 p.m. EST March 28, 2002.
- Call TOLL-FREE: 1-866-904-6809, Monday through Friday, 9 AM-11PM EST
- Your vote will be confirmed and cast as you directed Available only until 5:00
p.m. EST on March 28, 2002.
- Visit the Internet voting Website at http://proxy.georgeson.com
- Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
- You will incur only your usual Internet charges
- Simply sign and date your proxy card and return it in the postage-paid
envelope
TELEPHONE VOTING
INTERNET VOTING
VOTING BY MAIL
COMPANY NUMBER CONTROL NUMBER
THE BRAZIL FUND, INC. SPECIAL MEETING OF SHAREHOLDERS - MARCH 28, 2002
I hereby appoint John Millette, Caroline Pearson and Kathryn L. Quirk, each with
the full power of substitution, as my proxies to vote all shares of the
above-referenced fund (the "Fund") that I am entitled to vote, as shown on the
reverse side, at the Special Meeting of Shareholders (the "Special Meeting") of
the Fund to be held on March 28, 2002 at 4:00 p.m., Eastern time, at the offices
of Zurich Scudder Investments, Inc., 13th Floor, Two International Place,
Boston, MA 02110-4103, and at any adjournments or postponements thereof. I
hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Proxy Statement relating to the Special
Meeting.
This instruction may be revoked at any time prior to its exercise at the Special
Meeting by execution of a subsequent proxy card, by written notice to the Fund's
Secretary or by voting in person at the Special Meeting.
IF NOT VOTING ELECTRONICALLY, PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
Dated _____________________________________ , 2002

__________________________________________________
Signature(s) of Shareholder(s)
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.
- PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. -
PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE
DO NOT USE FINE POINT PENS.
X YOUR VOTE IS IMPORTANT!
TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE INSTRUCTIONS ON REVERSE SIDE.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED
FOR APPROVAL OF THE PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL.
PROPOSAL 1
To approve a new investment advisory, management and administration agreement
for the Fund with Zurich Scudder Investments, Inc.
FOR AGAINST ABSTAIN
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS
THAT MAY PROPERLY COME BEFORE THE SPECIAL
MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

- PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. -
INSTRUCTIONS FOR VOTING YOUR PROXY
Scudder Global High Income Fund, Inc. is now offering shareholders of record
three alternative ways of voting their proxies:
- BY TELEPHONE
- THROUGH THE INTERNET (using a browser)
- BY MAIL (traditional method)
Your telephone, fax or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you had mailed your proxy card. We encourage you
to use these cost effective and convenient ways of voting.
Available only until 5:00 p.m. EST March 28, 2002.
- Call TOLL-FREE: 1-866-904-6809, Monday through Friday, 9 AM-11PM EST
- Your vote will be confirmed and cast as you directed
Available only until 5:00 p.m. EST on March 28, 2002.
- Visit the Internet voting Website at http://proxy.georgeson.com
- Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
- You will incur only your usual Internet charges
- Simply sign and date your proxy card and return it in the postage-paid
envelope
TELEPHONE VOTING
INTERNET VOTING
VOTING BY MAIL
COMPANY NUMBER CONTROL NUMBER
SCUDDER GLOBAL HIGH INCOME FUND, INC. SPECIAL MEETING OF SHAREHOLDERS - MARCH
28, 2002
I hereby appoint John Millette, Caroline Pearson and Kathryn L. Quirk, each with
the full power of substitution, as my proxies to vote all shares of the
above-referenced fund (the "Fund") that I am entitled to vote, as shown on the
reverse side, at the Special Meeting of Shareholders (the "Special Meeting") of
the Fund to be held on March 28, 2002 at 4:00 p.m., Eastern time, at the offices
of Zurich Scudder Investments, Inc., 13th Floor, Two International Place,
Boston, MA 02110-4103, and at any adjournments or postponements thereof. I
hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Proxy Statement relating to the Special
Meeting.
This instruction may be revoked at any time prior to its exercise at the Special
Meeting by execution of a subsequent proxy card, by written notice to the Fund's
Secretary or by voting in person at the Special Meeting.

IF NOT VOTING ELECTRONICALLY, PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
Dated _____________________________________ , 2002

__________________________________________________
Signature(s) of Shareholder(s)

PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.
- PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. -
PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE
DO NOT USE FINE POINT PENS.
X YOUR VOTE IS IMPORTANT!
TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE INSTRUCTIONS ON REVERSE SIDE.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED
FOR APPROVAL OF THE PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS.
PROPOSAL 1
To approve a new investment advisory, management and administration agreement
for the Fund with Zurich Scudder Investments, Inc.
PROPOSAL 4
To approve a new research and advisory agreement between the Fund's investment
manager and Deutsche Asset Management Investment Services Limited
FOR AGAINST ABSTAIN

THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS
THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

- PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. -
INSTRUCTIONS FOR VOTING YOUR PROXY
The Korea Fund, Inc. is now offering shareholders of record three alternative
ways of voting their proxies:
- BY TELEPHONE
- THROUGH THE INTERNET (using a browser)
- BY MAIL (traditional method)
Your telephone, fax or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you had mailed your proxy card. We encourage you
to use these cost effective and convenient ways of voting.
Available only until 5:00 p.m. EST March 28, 2002.
- Call TOLL-FREE: 1-866-904-6809, Monday through Friday, 9 AM-11PM EST
- Your vote will be confirmed and cast as you directed
Available only until 5:00 p.m. EST on March 28, 2002.
- Visit the Internet voting Website at http://proxy.georgeson.com
- Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
- You will incur only your usual Internet charges
- Simply sign and date your proxy card and return it in the postage-paid
envelope
TELEPHONE VOTING
INTERNET VOTING
VOTING BY MAIL
COMPANY NUMBER CONTROL NUMBER
THE KOREA FUND, INC. SPECIAL MEETING OF SHAREHOLDERS - MARCH 28, 2002
I hereby appoint John Millette, Caroline Pearson and Kathryn L. Quirk, each with
the full power of substitution, as my proxies to vote all shares of the
above-referenced fund (the "Fund") that I am entitled to vote, as shown on the
reverse side, at the Special Meeting of Shareholders (the "Special Meeting") of
the Fund to be held on March 28, 2002 at 4:00 p.m., Eastern time, at the offices
of Zurich Scudder Investments, Inc., 13th Floor, Two International Place,
Boston, MA 02110-4103, and at any adjournments or postponements thereof. I
hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Proxy Statement relating to the Special
Meeting.
This instruction may be revoked at any time prior to its exercise at the Special
Meeting by execution of a subsequent proxy card, by written notice to the Fund's
Secretary or by voting in person at the Special Meeting.
IF NOT VOTING ELECTRONICALLY, PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
Dated _____________________________________ , 2002

__________________________________________________
Signature(s) of Shareholder(s)
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR.
WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE YOUR FULL TITLE AS SUCH.
- PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. -
PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE
DO NOT USE FINE POINT PENS.
X YOUR VOTE IS IMPORTANT!
TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE INSTRUCTIONS ON REVERSE SIDE.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED
FOR APPROVAL OF THE PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS.
PROPOSAL 1
To approve a new investment advisory, management and administration agreement
for the Fund with Zurich Scudder Investments, Inc.
PROPOSAL 2
To approve a new research and advisory agreement between the Fund's investment
manager and Zurich Scudder Investments Korea Limited
FOR AGAINST ABSTAIN
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS
THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

- PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. -
INSTRUCTIONS FOR VOTING YOUR PROXY
Scudder New Asia Fund, Inc. is now offering shareholders of record three
alternative ways of voting their proxies:
- BY TELEPHONE
- THROUGH THE INTERNET (using a browser)
- BY MAIL (traditional method)
Your telephone, fax or Internet vote authorizes the named proxies to vote your
shares in the same manner as if you had mailed your proxy card. We encourage you
to use these cost effective and convenient ways of voting.
Available only until 5:00 p.m. EST March 28, 2002.
- Call TOLL-FREE: 1-866-904-6809, Monday through Friday, 9 AM-11PM EST
- Your vote will be confirmed and cast as you directed
Available only until 5:00 p.m. EST on March 28, 2002.
- Visit the Internet voting Website at http://proxy.georgeson.com
- Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
- You will incur only your usual Internet charges
- Simply sign and date your proxy card and return it in the postage-paid
envelope
TELEPHONE VOTING
INTERNET VOTING
VOTING BY MAIL
COMPANY NUMBER CONTROL NUMBER
SCUDDER NEW ASIA FUND, INC. SPECIAL MEETING OF SHAREHOLDERS - MARCH 28, 2002
I hereby appoint John Millette, Caroline Pearson and Kathryn L. Quirk, each with
the full power of substitution, as my proxies to vote all shares of the
above-referenced fund (the "Fund") that I am entitled to vote, as shown on the
reverse side, at the Special Meeting of Shareholders (the "Special Meeting") of
the Fund to be held on March 28, 2002 at 4:00 p.m., Eastern time, at the offices
of Zurich Scudder Investments, Inc., 13th Floor, Two International Place,
Boston, MA 02110-4103, and at any adjournments or postponements thereof. I
hereby revoke any and all proxies with respect to such shares previously given
by me. I acknowledge receipt of the Proxy Statement relating to the Special
Meeting.
This instruction may be revoked at any time prior to its exercise at the Special
Meeting by execution of a subsequent proxy card, by written notice to the Fund's
Secretary or by voting in person at the Special Meeting.
IF NOT VOTING ELECTRONICALLY, PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
Dated _____________________________________ , 2002

__________________________________________________
Signature(s) of Shareholder(s)
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR.
WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE YOUR FULL TITLE AS SUCH.
- PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. -
PLEASE FILL IN BOXES AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. PLEASE
DO NOT USE FINE POINT PENS.
X YOUR VOTE IS IMPORTANT!
TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE INSTRUCTIONS ON REVERSE SIDE.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED
FOR APPROVAL OF THE PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL PROPOSALS.
PROPOSAL 1
To approve a new investment advisory, management and administration agreement
for the Fund with Zurich Scudder Investments, Inc.
PROPOSAL 3
To approve a new research and advisory agreement between the Fund's investment
manager and Zurich Scudder Investments Singapore Limited
FOR AGAINST ABSTAIN
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS
THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.