<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>prxystmt11.txt
<DESCRIPTION>PROXY STATEMENT
<TEXT>

                                February 25, 2002


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

     As a result of the sale of Scudder to Deutsche Bank, your Fund's investment
     management  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 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  your  Fund,
     Scudder or Deutsche  Bank,  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.   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.  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,  to  the  extent
     permissible,  pursuant to the new investment  management  agreement Scudder
     would be  authorized  to  adjust  the  duties,  the  amount of assets to be
     managed and the fees paid to any advisory entity that Scudder controls,  is
     controlled  by, or is under common  control with,  upon the approval of the
     board members of your Fund,  including  those who are not  affiliated  with
     your Fund, Scudder or Deutsche Bank. Scudder, though, 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 will continue to be branded and marketed as a
     "Scudder" Fund.

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 if 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  and its  shareholders,
     including  entering into an interim  investment  management  agreement with
     Scudder.  This is discussed in more detail in the enclosed Proxy  Statement
     under  "Information  Concerning  the  Transaction  and  Deutsche  Bank"  in
     Proposal 1.

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 your Fund,  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 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 [ ].

<PAGE>
                                                               February 25, 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 management
agreement in order for Scudder to continue serving as investment manager.

     The following important facts about the Transaction are outlined below:

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

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

     o    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 will be
          substantially  identical  to  the  terms  of  the  current  investment
          advisory,  management  and  administration  agreement,  except for the
          addition of certain language that, to the extent permissible, pursuant
          to the new investment management agreement Scudder would be authorized
          to adjust the duties,  the amount of assets to be managed and the fees
          paid to any advisory entity that Scudder  controls,  is controlled by,
          or is under  common  control  with,  upon the  approval  of the  board
          members of your Fund, including those who are not affiliated with your
          Fund, Scudder or Deutsche Bank.

     o    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.

     o    The  members  of  your  Fund's  Board,  including  those  who  are not
          affiliated  with your Fund,  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.  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  [date],
our proxy  solicitor  may contact you.  Thank you for your response and for your
continued investment with Scudder.

Respectfully,



[       ]

<PAGE>

     Preliminary Copy

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

                   NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS

     Please take notice that Special  Meetings of Shareholders  (the "Meetings")
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  management  agreement
               for the Fund with Zurich Scudder Investments, Inc.;

Proposal 2:    (For  shareholders  of 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 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.

<PAGE>

                             By Order of the Boards,

                                  John Millette
                                    Secretary

                               February 25, 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.  Your prompt
return  of the  enclosed  proxy  card(s)  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.

<PAGE>

     Preliminary Copy

                                February 25, 2002


                                BRAZIL FUND, INC.
                                KOREA FUND, INC.
                      SCUDDER GLOBAL HIGH INCOME FUND, INC.
                           SCUDDER NEW ASIA 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.,  the  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 25, 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 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 Board of each Fund recommends shareholders vote FOR all Proposals.  The
vote  required to approve  each  Proposal 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 [ ] or writing the Fund,  c/o Zurich Scudder  Investments,  Inc., at the
address shown at the beginning of this Proxy Statement.

<PAGE>



                           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 Scudder 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,  2002),
including  approximately  $53 billion in open-end  mutual fund assets 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 for the addition
of certain  language that may provide more  flexibility in  integrating  Scudder
with the Deutsche Bank  organization  and managing the Funds going  forward,  as
discussed  below under  "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 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 of 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  Agreements  and  to  recommend  their  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 each
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 Scudder U.K.
operations (known as Threadneedle  Investments) for approximately  $2.5 billion.
Following this Transaction, Scudder will change its name 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:

     o    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.

     o    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.

     o    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 "Investment
Manager."

     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 and its shareholders.

     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 in all material respects;  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 on or about April [ ], 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,"
above.

     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 [ ] U.S. mutual funds,
which in the aggregate have $[ ] in assets.

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 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
many of the Funds. A list of portfolio  manager changes  currently  contemplated
for the Funds is included 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,  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 point,  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 be Chairman of
Deutsche Asset  Management,  will join the existing  Deutsche  Asset  Management
Global Executive  Committee and will become a member of the PCAM Americas Region
leadership  team.  Mr. Villani is the President and Chief  Executive  Officer of
Scudder.

     Following the  Transaction,  100% of the outstanding  voting  securities of
Scudder will be held by Deutsche Bank.

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
identified  certain  basic  principles  that  would  guide  their  review of any
proposed  strategic  transaction.  These basic  principles were  communicated to
Scudder  in August  2001,  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. The Independent Directors also considered the potential
advantages  that the  combined  organization  might bring to  strengthening  the
"Scudder" brand name in the U.S. mutual fund marketplace.

     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,  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 (both individually and collectively) and the other investment
companies managed by Scudder before marketing expenses paid by Scudder. Based on
a review of recent market and industry trends and financial results of Scudder's
businesses,  the Independent  Directors concluded not to seek any changes in the
fee  arrangements  currently  in place  between  the Funds and  Scudder  and its
affiliates  at this  time.  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
Non-interested Directors; and (ii) the management expenses incurred by the Funds
would not be affected by any action taken to delegate services to other Deutsche
Bank entities 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.  Scudder  will retain full  responsibility  for the actions of any
such sub-advisers.

     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.  Appendix 3 sets forth for each
Fund the fees paid to SFAC and SISC during the last fiscal year of each Fund.

     SFAC and SISC will continue to provide fund accounting, transfer agency and
subaccounting and recordkeeping, 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.  In selecting
brokers  and  dealers  with which to place  portfolio  transactions  for a Fund,
Scudder may  consider  sales of shares of the Funds and of any funds  managed by
Scudder.  The  placement of portfolio  transactions  is  supervised  by Scudder.
Following the closing of the Transaction,  it is expected that Scudder's trading
system and related  brokerage  policies  will 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  will  materially  differ
than 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  Securities  and Exchange
Commission 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  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 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  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  the  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 Investment  Management Agreement during such period
as also set forth in Appendix 4 hereto.

     Non-Exclusivity. Under each 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 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  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 Investment Management Agreement.

     Liability of the Investment Manager.  Each 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 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 Investment Management  Agreement.  Each 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)  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  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 Current Agreements

     The date of each Current  Investment  Management  Agreement,  the date when
each Current Investment  Management Agreement was last approved by the Directors
and the shareholders of each Fund and the date to which each Current  Investment
Management Agreement was last continued is 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 in
the first half 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
and its shareholders, including (without limitation) re-submitting this Proposal
for  shareholder  approval 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 each New Investment Management Agreement would
authorize  the  Investment  Manager to  delegate  certain  portfolio  management
services  with  respect  to all or a  portion  of the  assets of the Fund to any
advisory entity that the Investment  Manager  controls,  is controlled by, or is
under common  control with, to the extent  permissible  by law, and to establish
the fees to be paid for such  services,  provided  that the  Investment  Manager
obtains the prior  approval of a majority of the members of the Fund's  Board of
Directors, including a majority of the Independent Directors.  Shareholders of a
Fund affected by any such delegation  would receive prompt notice of this change
following  approval by the Board. The management fee rate paid by the Fund would
not change as a result of any such delegation;  all fees paid to the sub-adviser
would be paid by the Investment Manager. The Investment Manager will retain full
responsibility for the actions of any such sub-adviser.

     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 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 "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 F.  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  fully  described  under  "Description  of the  Current  Korea  Sub-Advisory
Agreement" below.

     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  their approval to the  shareholders of The
Korea Fund.

     [In considering  whether to approve the New Korea  Sub-Advisory  Agreement,
the Board considered similar factors to those 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  materially  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 [ ], 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,
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 advisor 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 United  States  Securities  and Exchange  Commission  as an
investment  advisor under the  Investment  Advisers Act of 1940, as amended (the
"Advisers Act").

     Zurich Scudder Korea has the following Board of Directors:

<TABLE>
<S>                        <C>                         <C>

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


Wonik Lee,                 Director, President, and    c/o Zurich Scudder Korea,
Director, President, and   Chief Executive Officer,    8th Floor,
Chief Executive Officer    Zurick Scudder Korea        Young Poong Building
                                                       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

</TABLE>

     Except for Nicholas Bratt, who is a Director of both the 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.

     Exhibit C sets forth (as of each  fund's last fiscal year end) the fees and
other information regarding investment companies advised or subadvised by Zurich
Scudder Korea that have similar  investment  objectives to The Korea Fund.  (See
above  for  information   regarding  the  subadvisory  fee  rate  and  aggregate
subadvisory fee paid for The Korea Fund.)

Brokerage Commissions on Portfolio Transactions

     Zurich  Scudder Korea places all orders for portfolio  transactions  of The
Korea Fund's  securities.  In selecting  brokers and dealers with which to place
portfolio transactions for The Korea Fund, Zurich Scudder Korea may consider its
affiliates  and also firms that sell  shares of mutual  funds  advised by Zurich
Scudder  Korea or  recommend  the  purchase of such  funds.  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 Securities  Exchange Act of 1934,
as amended) 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 F. 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 fully described under "Description of the
Current Sub-Advisory Agreement" below.

     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  similar  factors  to those 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
materially 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 [ ], the fees paid by
Scudder  to  Zurich  Scudder  Singapore,   pursuant  to  the  Current  Singapore
Sub-Advisory Agreement, amounted to $289,834.

     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,  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  U.S.
Securities and Exchange  Commission as an investment  adviser under the Advisers
Act.

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


<TABLE>
<S>                                      <C>                                  <C>
Name and Position with Zurich Scudder
               Singapore                        Principal Occupation           Address



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

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

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

Amanda Jane Allan,                       Regional Legal Manager, Zurich       c/o Zurich Scudder Investments
Director                                 Scudder                              Australia Limited
                                                                              Level 42 AAP Centre
                                                                              259 George Street
                                                                              Sydney NSW 2000

Peter David Sartori,                     Head of Investments                  c/o Zurich Scudder Investments
Officer                                                                       Singapore Limited
                                                                              30 Cecil Street
                                                                              #24-01 Prudential Tower
                                                                              Singapore 049712

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

     Except  for Mr.  Sartori,  who is an  officer of both the New Asia Fund and
Zurich  Scudder  Singapore,  no directors or officers of the Fund are employees,
officers, directors or shareholders of Zurich Scudder Singapore.

     Exhibit D sets forth (as of each  fund's last fiscal year end) 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.)

Brokerage Commissions on Portfolio Transactions

     Zurich Scudder  Singapore  places all orders for portfolio  transactions of
the New Asia Fund's  securities.  In selecting brokers and dealers with which to
place portfolio transactions for the New Asia Fund, Zurich Scudder Singapore may
consider its  affiliates and also firms that sell shares of mutual funds advised
by Zurich Scudder Singapore or recommend the purchase of such funds. 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 Portfolios to "affiliated
brokers" (as defined in Schedule 14A under the Securities  Exchange Act of 1934,
as amended) 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 New Research and Advisory Agreement

     Scudder has proposed entering into a research and advisory agreement (each,
a DSA  "Sub-Advisory  Agreement"),  on behalf of Scudder Global High Income Fund
(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 each  Independent  Director,  at a meeting held on February 6, 2002. A
form of the DSA Sub-Advisory Agreement is attached hereto as Exhibit F.

     It is  anticipated  that  following  the  closing of the  Transaction,  the
portfolio management team that is responsible for managing the GHI Fund's assets
will  transition  from the United States to London and will become  employees of
DeAMIS. It is expected that this transition will allow the portfolio  management
teams 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 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  Investment  Management
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 a Majority Vote of
the outstanding shares 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 shall consider  appropriate
action with respect to such non-approval of the DSA Sub-Advisory Agreement.

Board Considerations

     On February 6, 2002, the Board, including the Independent Directors, of the
GHI Fund unanimously voted 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  similar  factors to those it  considered in approving the New
Investment Management Agreement,  to the extent applicable.  (See Proposal 1 for
more  information  regarding  the Board's  evaluation.)  In addition,  the Board
considered the  recommendation of Scudder and various  information and materials
provided by each of Scudder and DeAMIS.  The Board also considered that approval
of the DSA Sub-Advisory Agreement would not result in significant changes to the
portfolio  management team responsible for the GHI Fund. 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 effect management fees paid by the GHI
Fund.]

     [The  Board  was  appraised  that  the  deferral  in  implementing  the DSA
Sub-Advisory Agreement is needed 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 the approval of the GHI Fund's 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  investment  management  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 trustees
or officers of the GHI Fund are employees,  officers,  directors or shareholders
of DeAMIS.


         Alexander Tedder.  Director of DeAMIS.
         Richard Charles Wilson.  Director of DeAMIS.
         Annette Jane Fraser.  Chief Executive Officer of DeAMIS.
         Stephen John Maynard.  Finance Officer of DeAMIS.
         Matthew Alan Linsey.  Director of DeAMIS.
         Adrian Dyke.  Secretary of DeAMIS.

     Exhibit E sets forth (as of each  fund's last fiscal year end) the fees and
other information regarding investment companies advised or subadvised by DeAMIS
that  have  similar  investment  objectives  to the GHI  Fund.  (See  above  for
information  regarding the  subadvisory  fee rate and aggregate  subadvisory fee
paid for the GHI Fund.)

Brokerage Commissions on Fund Transactions

     DeAMIS will place all orders for portfolio  transactions  of the GHI Fund's
securities.  In  selecting  brokers  and dealers  with which to place  portfolio
transactions for the GHI Fund, DeAMIS may consider its affiliates and also firms
that sell shares of mutual funds  advised by DeAMIS or recommend the purchase of
such funds.  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 shareholders 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 the Proposal that
did not receive the vote  necessary  for its passage or to obtain a quorum.  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
has neither  received  instructions  from the beneficial  owner or other persons
entitled to vote nor has  discretionary  power to vote on a  particular  matter.
Accordingly,  shareholders  are  urged  to  forward  their  voting  instructions
promptly.

     Approval  of each  Proposal,  with  respect  to  each  Fund,  requires  the
affirmative  vote  of the  holders  of a  "majority  of the  outstanding  voting
securities"  of  that  Fund.  The  term  "majority  of  the  outstanding  voting
securities,"  as  defined  in the 1940 Act and as used in the  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  Proposal.  Broker
non-votes  will have the effect of a "no" vote for each Proposal 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 each Proposal 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  involve 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 all
Proposals.

     If  shareholder  approval  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:

     o    a maximum term of 150 days;

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

     o    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 and the Board of the affected Fund will
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 [ ], 2002.

     To  the  best  of  each  Fund's  knowledge,  as  of [ ],  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.

     Georgeson Shareholder  Communications,  Inc. ("Georgeson") has been engaged
to assist in the solicitation of proxies, at an estimated cost of $[ ] per Fund,
plus expenses. 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  Directors
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 [ ]. Any
proxy given by a shareholder is revocable until voted at a Meeting.

Shareholder Proposals for Subsequent Meetings

     It is currently  anticipated  that the 2002 annual meeting of  shareholders
will be held in [___]. A shareholder  wishing to submit a proposal for inclusion
in a Fund's proxy statement for the 2002 annual meeting of shareholders pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934 should send such written
proposal  to the  Secretary  of the Fund  within a  reasonable  time  before the
solicitation  of proxies for such  meeting.  A Fund will treat any such proposal
received no later than [___] as timely. A shareholder  wishing to provide notice
in the manner  prescribed by Rule 14a-4(c)(1) to a Fund of a proposal  submitted
outside  the  process of Rule  14a-8  must  submit  such  written  notice to the
Secretary  of the Fund  within a  reasonable  time  before the  solicitation  of
proxies for such  meeting.  A Fund will treat any such notice  received no later
than [ ] as timely.  The timely  submission  of a  proposal,  however,  does not
guarantee its inclusion under either rule.

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) PROMPTLY. NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES.

By Order of the Boards,



John Millette
Secretary

<PAGE>

                        INDEX OF EXHIBITS AND APPENDICES


EXHIBIT A:     FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT

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

EXHIBIT C:     INFORMATION REGARDING OTHER FUNDS ADVISED OR SUBADVISED BY ZURICH
               SCUDDER KOREA

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

EXHIBIT E:     INFORMATION REGARDING OTHER FUNDS ADVISED OR SUBADVISED BY DeAMIS

EXHIBIT F:     FORM OF SUB-ADVISORY AGREEMENT

APPENDIX 1:    INFORMATION REGARDING SCUDDER

APPENDIX 2:    PROPOSED PORTFOLIO MANAGER CHANGES

APPENDIX 3:    FEES TO SFAC AND SISC

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 EXECUTIVE OFFICERS

APPENDIX 9:    OFFICERS

<PAGE>

                                   Exhibit A


                                 Master 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 statement 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
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.  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, 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,  certain of your duties enumerated in section 1 hereof;  provided, that
you shall  continue  to  supervise  the  services  provided  by such  company or
employees.

     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., Scudder New Asia Fund, Inc. and
Scudder New Europe Fund,  Inc,  only: 3. As exclusive  licensee of the rights to
use and sublicense the use of the "Scudder," "Scudder Kemper Investments,  Inc."
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  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 Daewoo Capital  Management Co., Ltd. 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 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.]

     [3.]4.  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.  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.

     [4.]5. 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.

     [5.]6.  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
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.

     [6.]7.  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: Daewoo Capital Management Co., Ltd. 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.

     [7.]8. 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 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.

     [8.]9.  This  Agreement  shall be in effect for an initial  term  ending on
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.

     [9.]10.  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 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.

     [10.]11.  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.

     [11.]12.  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.

     [12.]13.   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:
<PAGE>


                                    Exhibit B
                Management Fee Rates for Funds Advised by Scudder
                       with Similar Investment Objectives*

<TABLE>
<S>                 <C>                                           <C>                                     <C>
                    Fund                                          Objective                               Fee Rate+
                    ----                                          ---------                               ---------

Asset Allocation Funds Series

Scudder Pathway Series:  Growth Portfolio      Long-term growth of capital.                      There will be no fee as the
                                                                                                 Investment Manager will
                                                                                                 receive a fee from the
                                                                                                 underlying funds.
U.S. Equity/Growth Style Funds

Scudder 21st  Century Growth Fund              Long-term growth of capital by investing in       0.750% to $500 million
                                               common stocks of emerging growth companies that   0.700% next $500 million
                                               the advisor believes are poised to be leaders     0.650% over $1 billion[++]
                                               in the new century.

Scudder Aggressive Growth Fund                 Capital appreciation through the use of           Base investment management
                                               aggressive investment techniques.                 fee of 0.650% of net assets
                                                                                                 plus or minus an incentive
                                                                                                 fee based upon the
                                                                                                 investment performance of
                                                                                                 the Fund's Class A shares
                                                                                                 as compared with the
                                                                                                 performance of the Standard
                                                                                                 & Poor's 500 Stock Index,
                                                                                                 which may result in a total
                                                                                                 fee ranging from 0.450% to
                                                                                                 0.850% of net assets

Scudder Blue Chip Fund                         Growth of capital and income.                     0.580% to $250 million
                                                                                                 0.550% next $750 million
                                                                                                 0.530% next $1.5 billion
                                                                                                 0.510% next $2.5 billion
                                                                                                 0.480% next $2.5 billion
                                                                                                 0.460% next $2.5 billion
                                                                                                 0.440% next $2.5 billion
                                                                                                 0.420% over $12.5 billion

Scudder Capital Growth Fund                    Long-term capital growth while actively seeking   0.580% to $3 billion
                                               to reduce downside risk compared with other       0.555% next $1 billion
                                               growth mutual funds.                              0.530% over $4 billion

Scudder Development Fund                       Long-term capital appreciation by investing       0.850% to $1 billion
                                               primarily in U.S. companies with the potential    0.800% next $500 million
                                               for above-average growth.                         0.750% over $1.5 billion

Scudder Focus Growth Fund                      Long-term growth of capital.                      0.700% to $250 million
                                                                                                 0.670% next $750 million
                                                                                                 0.650% next $1.5 billion
                                                                                                 0.630% over $2.5 billion++

Scudder Focus Value+Growth Fund                Growth of capital through a portfolio of growth   0.720% to $250 million
                                               and value stocks.                                 0.690% next $750 million
                                                                                                 0.660% next $1.5 billion
                                                                                                 0.640% next $2.5 billion
                                                                                                 0.600% next $2.5 billion
                                                                                                 0.580% next $2.5 billion
                                                                                                 0.560% next $2.5 billion
                                                                                                 0.540% over $12.5 billion

Scudder Growth Fund                            Growth of capital through professional            0.580% to $250 million
                                               management and diversification of investments     0.550% next $750 million
                                               in securities that the investment manager         0.530% next $1.5 billion
                                               believes have the potential for capital           0.510% next $2.5 billion
                                               appreciation.                                     0.480% next $2.5 billion
                                                                                                 0.460% next $2.5 billion
                                                                                                 0.440% next $2.5 billion
                                                                                                 0.420% over $12.5 billion

Scudder Health Care Fund                       Long-term growth of capital by investing at       0.850% to $500 million
                                               least 80% of total assets in common stocks        0.800% over $500 million
                                               companies in the health care sector.

Scudder Large Company Growth Fund              Long-term growth of capital by investing at       0.700% to $1.5 billion
                                               least 65% of its assets in large U.S. companies   0.650% next $500 million
                                               (those with a market value of $1 billion or       0.600% over $2 billion
                                               more).

Scudder Research Fund                          Long-term growth of capital.                      0.700% to $250 million
                                                                                                 0.670% next $750 million
                                                                                                 0.650% next $1.5 billion
                                                                                                 0.630% over $2.5 billion++

Scudder S&P 500 Index Fund                     Investment results that, before expenses,         0.150% of net assets
                                               correspond to the total return of common stocks
                                               publicly traded in the United States, as
                                               represented by the Standard & Poor's 500
                                               Composite Stock Price Index (S&P 500 Index).

Scudder S&P 500 Stock Fund                     Returns that, before expenses, correspond to      0.400% to $100 million
                                               the total return of U.S. common stocks as         0.360% next $100 million
                                               represented by the Standard & Poor's 500          0.340% over $200 million++
                                               Composite Stock Price Index (S&P 500 index).

Scudder Select 500 Fund                        Long-term growth and income by investing at       0.500% to $500 million
                                               least 80% of total assets in common stocks of     0.475% next $500 million
                                               companies that are included in the Standard &     0.450% over $1 billion++
                                               Poor's Composite Stock Price Index (S&P 500
                                               index).

Scudder Select 1000 Growth Fund                Long-term growth by investing at least 80% of     0.500% to $500 million
                                               total assets in common stocks of companies that   0.475% next $500 million
                                               are included in the Russell 1000 Growth Index.    0.450% over $1 billion++

Scudder Dynamic Growth Fund                    Maximum appreciation of investors' capital.       Base investment management
                                                                                                 fee of 0.650% of net assets
                                                                                                 plus or minus an incentive
                                                                                                 fee based upon the
                                                                                                 investment performance of
                                                                                                 the Fund's Class A shares
                                                                                                 as compared with the
                                                                                                 performance of the Standard
                                                                                                 & Poor's 500 Stock Index,
                                                                                                 which may result in a total
                                                                                                 fee ranging from 0.350% to
                                                                                                 0.950% of net assets

Scudder Small Company Stock Fund               Long-term capital growth while actively seeking   0.750% to $500 million
                                               to reduce downside risk as compared with other    0.700% next $500 million
                                               small company stock funds.                        0.650% over $1 billion

Scudder Technology Fund                        Growth of capital.                                0.580% to $250 million
                                                                                                 0.550% next $750 million
                                                                                                 0.530% next $1.5 billion
                                                                                                 0.510% next $2.5 billion
                                                                                                 0.480% next $2.5 billion
                                                                                                 0.460% next $2.5 billion
                                                                                                 0.440% next $2.5 billion
                                                                                                 0.420% over $12.5 billion

Scudder Technology Innovation Fund             Long-term growth of capital by investing at       0.850% to $500 million
                                               least 80% of total assets in common stocks of     0.800% next $500 million
                                               companies in the technology sector.               0.750% next $500 million
                                                                                                 0.700% next $500 million
                                                                                                 0.650% over $2 billion

Scudder Total Return Fund                      Highest total return, a combination of income     0.580% to $250 million
                                               and capital appreciation, consistent with         0.550% next $750 million
                                               reasonable risk.                                  0.530% next $1.5 billion
                                                                                                 0.510% next $2.5 billion
                                                                                                 0.480% next $2.5 billion
                                                                                                 0.460% next $2.5 billion
                                                                                                 0.440% next $2.5 billion
                                                                                                 0.420% over $12.5 billion

U.S. Equity/Value Style Funds
Scudder Contrarian Fund                        Long-term capital appreciation, with current      0.750% to $250 million
                                               income as a secondary objective.                  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-Dreman Financial Services Fund         Long-term capital appreciation by investing       0.750% to $250 million
                                               primarily in common stocks and other equity       0.720% next $750 million
                                               securities of companies in the financial          0.700% next $1.5 billion
                                               services industry believed by the Fund's          0.680% next $2.5 billion
                                               investment manager to be undervalued.             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-Dreman High Return Equity Fund         High rate of total return.                        0.750% to $250 million
                                                                                                 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-Dreman Small Cap Value Fund            Long-term capital appreciation.                   0.750% to $250 million
                                                                                                 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 Focus Value+Growth Fund                Growth of capital through a portfolio of growth   0.720% to $250 million
                                               and value stocks.                                 0.690% next $750 million
                                                                                                 0.660% next $1.5 billion
                                                                                                 0.640% next $2.5 billion
                                                                                                 0.600% next $2.5 billion
                                                                                                 0.580% next $2.5 billion
                                                                                                 0.560% next $2.5 billion
                                                                                                 0.540% over $12.5 billion

Scudder Large Company Value Fund               Maximum long-term capital appreciation through    0.600% to $1.5 billion
                                               a value-oriented investment program.              0.575% next $500 million
                                                                                                 0.550% next $1 billion
                                                                                                 0.525% next $1 billion
                                                                                                 0.500% next $1 billion
                                                                                                 0.475% over $5 billion

Scudder Small Company Value Fund               Long-term growth of capital by investing at       0.750% to $500 million
                                               least 90% of total assets in undervalued common   0.700% over $500 million++
                                               stocks of small U.S. companies.

Global Growth Funds
Scudder Global Discovery Fund                  Above-average capital appreciation over the       1.100% of net assets
                                               long term.

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

Scudder Global Fund                            Long-term growth while actively seeking to        1.000% to $500 million
                                               reduce downside risk as compared with other       0.950% next $500 million
                                               global growth funds.                              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   1.000% to $500 million
                                               investing, under normal market conditions, at     0.950% over $500 million
                                               least 65% of total assets in common stocks and
                                               other equities of U.S. and foreign gold-related
                                               companies and in gold coin bullion.

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

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

Scudder International Research Fund            Long-term capital appreciation.                   0.750% to $250 million
                                                                                                 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 Fund                     Long-term capital appreciation by investing at    1.250% to $400 million
                                               least 65% of its total assets in equities         1.150% over $400 million
                                               (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 Fund                        Long-term capital appreciation.                   0.750% to $250 million
                                                                                                 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 Opportunities Fund             Long-term growth of capital by investing at       0.850% to $250 million
                                               least 65% of its total assets in Pacific Basin    0.820% next $750 million
                                               common stocks and other equities (equities that   0.800% next $1.5 billion
                                               are traded mainly on Pacific Basin markets,       0.780% next $2.5 billion
                                               issued by companies organized under the laws of   0.750% next $2.5 billion
                                               a Pacific Basin country or issued by any          0.740% next $2.5 billion
                                               company with more than half of its business in    0.730% next $2.5 billion
                                               the Pacific Basin).                               0.720% over $12.5 billion

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

Closed-End Funds

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

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

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

The Korea Fund, Inc.                           Long term capital appreciation through            1.150% to $50 million
                                               investment primarily in equity securities of      1.100% next $50 million
                                               Korean companies.                                 1.000% next $250 million
                                                                                                 0.950% next $400 million
                                                                                                 0.900% next $300 million
                                                                                                 0.850% over $1.05 billion

Insurance/Annuity Products

21st Century Growth Portfolio                  Long-term growth of capital by investing          0.875% of net assets
                                               primarily in equity securities issued by
                                               emerging growth companies.

Balanced Portfolio                             Balance of growth and income from a diversified   0.475% of net assets
                                               portfolio of equity and fixed-income securities.

Capital Growth Portfolio                       Maximize long-term capital growth through a       0.475% to $500 million
                                               broad and flexible investment program.            0.450% next $500 million
                                                                                                 0.425% over $1 billion

Global Discovery Portfolio                     Above-average capital appreciation over the       0.975% of net assets
                                               long term by investing primarily in the equity
                                               securities of small companies located
                                               throughout the world.

Growth and Income Portfolio                    Long-term growth of capital, current income and   0.475% of net assets
                                               growth of income.

Health Sciences Portfolio                      Long-term growth of capital by investing at       0.750% to $250 million
                                               least 80% of total assets in common stocks of     0.725% next $750 million
                                               companies in the health care sector.              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

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

Scudder Aggressive Growth Portfolio            Capital appreciation through the use of           0.750% to $250 million
                                               aggressive investment techniques.                 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 Blue Chip Portfolio                    Growth of capital and of income.                  0.650% of net assets

Scudder Contrarian Value Portfolio             High rate of total return.                        0.750% of net assets

Scudder Global Blue Chip Portfolio             Long-term capital growth.                         1.000% to $250 million
                                                                                                 0.950% next $500 million
                                                                                                 0.900% next $750 million
                                                                                                 0.850% next $1.5 billion
                                                                                                 0.800% over $3 billion

Scudder Growth Portfolio                       Maximum appreciation of capital.                  0.600% of net assets

Scudder International Research Portfolio       Long-term capital appreciation.                   0.750% of net assets

Scudder New Europe Portfolio                   Long-term capital appreciation.                   1.000% to $250 million
                                                                                                 0.950% next $500 million
                                                                                                 0.900% next $750 million
                                                                                                 0.850% next $1.5 billion
                                                                                                 0.800% over $3 billion[++]

Scudder Small Cap Growth Portfolio             Maximum appreciation of investors' capital.       0.650% of net assets

Scudder Strategic Income Portfolio             High current return.                              0.650% of net assets

Scudder Technology Growth Portfolio            Growth of capital.                                0.750% to $250 million
                                                                                                 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 Total Return Portfolio                 High total return, a combination of income and    0.550% of net assets
                                               capital appreciation.

Scudder Focus Value+Growth Portfolio           Growth of capital through a portfolio of growth   0.750% of net assets
                                               and value stocks.

SVS Dreman Financial Services Portfolio        Long-term capital appreciation.                   0.750% to $250 million
                                                                                                 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

SVS Dreman High Return Equity Portfolio        High rate of total return.                        0.750% to $250 million
                                                                                                 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

SVS Dreman Small Cap Value Portfolio           Long-term capital appreciation.                   0.750% of net assets

SVS Dynamic Growth Portfolio                   Long-term capital growth.                         1.000% to $250 million
                                                                                                 0.975% next $250 million
                                                                                                 0.950% next $500 million
                                                                                                 0.925% next $1.5 billion
                                                                                                 0.900% over $2.5 billion

SVS Focused Large Cap Growth Portfolio         Growth through long-term capital appreciation.    0.950% to $250 million
                                                                                                 0.925% next $250 million
                                                                                                 0.900% next $500 million
                                                                                                 0.875% next $1.5 billion
                                                                                                 0.850% over $2.5 billion

SVS Growth and Income Portfolio                Long-term capital growth and current income.      0.950% to $250 million
                                                                                                 0.925% next $250 million
                                                                                                 0.900% next $500 million
                                                                                                 0.875% next $1.5 billion
                                                                                                 0.850% over $2.5 billion

SVS Growth Opportunities Portfolio             Long-term growth of capital in a manner           0.950% to $250 million
                                               consistent with the preservation of capital.      0.925% next $250 million
                                                                                                 0.900% next $500 million
                                                                                                 0.875% next $1.5 billion
                                                                                                 0.850% over $2.5 billion

SVS Index 500 Portfolio                        Returns that, before expenses, correspond to      0.440% to $200 million
                                               the total return of U.S. common stocks as         0.400% next $550 million
                                               represented by the Standard & Poor's 500          0.380% next $1.25 billion
                                               Composite Stock Price Index (S&P 500 Index).      0.365% next $3 billion
                                                                                                 0.335% over $5 billion++

SVS Mid Cap Growth Portfolio                   Capital appreciation.                             1.000% to $250 million
                                                                                                 0.975% next $250 million
                                                                                                 0.950% next $500 million
                                                                                                 0.925% next $1.5 billion
                                                                                                 0.900% over $2.5 billion

SVS Strategic Equity Portfolio                 Long-term capital growth.                         0.950% to $250 million
                                                                                                 0.925% next $250 million
                                                                                                 0.900% next $500 million
                                                                                                 0.875% next $1.5 billion
                                                                                                 0.850% over $2.5 billion

SVS Venture Value Portfolio                    Growth of capital.                                0.950% to $250 million
                                                                                                 0.925% next $250 million
                                                                                                 0.900% next $500 million
                                                                                                 0.875% next $1.5 billion
                                                                                                 0.850% over $2.5 billion
</TABLE>

*    Unless otherwise  noted, the information  provided below 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.

++   Subject to waiver and/or expense limitations.

(1)  Based on average weekly net assets.  EXHIBIT C Information  Regarding Other
     Funds Advised or Sub-advised by Zurich Scudder Korea

<PAGE>

                                    EXHIBIT C
Information Regarding Other Funds Advised or Sub-Advised by Zurich Scudder Korea


                      Net Assets                                Advisory
Name of Fund          as of December 31, 2001                  Fee (% of average
                                                              daily net assets)


<PAGE>



                                    EXHIBIT D
           Information Regarding Other Funds Advised or Sub-advised by
                            Zurich Scudder Singapore

                             Net Assets                Advisory Fee
Name of Fund              as of December 31, 2001      (% of average
                                                       daily net assets)


<PAGE>



                                    EXHIBIT E
                  Information Regarding Other Funds Advised or
                             Sub-advised by DeAMIS


                                    Net Assets                   Advisory Fee
Name of Fund                        as of December 31, 2001      (% of average
                                                               daily net assets)

International Select Equity Fund         $258,283,127.47              0.70%
Emerging Markets Debt Fund               $74,401,141.11               1.00%
Emerging Markets Equity Fund             $122,395,262.20              1.00%

<PAGE>


                                    EXHIBIT F
                         Form of Sub-Advisory Agreement

                         RESEARCH AND ADVISORY AGREEMENT

                        ZURICH SCUDDER INVESTMENTS, INC.
                                    [Address]


[SUBADVISER]
[Address]


     We have entered into an Investment  Management  Agreement (the  "Management
Agreement") dated as of [ ], 2002, as amended from time to time, with [The Korea
Fund,  Inc.]{Scudder New Asia Fund, Inc.} Scudder Global High Income 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 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.}

     [Scudder Global High Income Fund,  Inc.:  Subject to the provisions of this
Agreement,  the duties of the Subadviser,  the portion of portfolio  assets that
the  Subadviser  shall  manage,  and the fees to be paid the  Subadviser  by the
Manager  under and pursuant to this  Agreement may be adjusted from time to time
by the  Manager  with and upon the  approval of the Board and the members of the
Corporation's Board of Directors who are not "interested persons," as defined in
the Investment Company Act.]

     The value of the net assets of the Fund  shall be  determined  pursuant  to
applicable provision of the Articles of Incorporation 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.

     9. This  Agreement  shall  remain in effect  [The Korea Fund,  Inc.:  until
September 30, 2002]  {Scudder New Asia Fund,  Inc., [Scudder  Global High Income
Fund, Inc.: for a period of one year from the day and date first written above}]
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  above 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]

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.

     13. 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.}

[SCUDDER GLOBAL HIGH INCOME FUND, INC.]


By:
Title:
<PAGE>



                                   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 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.  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 become Chairman of Deutsche Asset
Management.  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 Kemper Investments  Supplemental Profit Sharing Plan  (collectively,  the
"Plans").  Pursuant  to  the  terms  of  each  Plan,  upon  consummation  of the
Transaction,  the  respective  accounts  of each  participant  in the 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.
<PAGE>


                                   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 will be notified following
a change in their Fund's lead portfolio manager(s).

                             Lead Portfolio Managers     Lead Portfolio Managers
            Fund             as of December 31, 2001      after the Transaction

Brazil Fund, Inc.                         Paul Rogers             Paul Rogers
Korea Fund, Inc.                          John Lee                John Lee
Scudder Global High Income Fund, Inc.     Jan C. Faller,          David Dowsett,
                                          Jack Janasiewicz        Ian Clark
Scudder New Asia Fund, Inc.               Terrence Gray           Terrence Gray

<PAGE>


                                   Appendix 3
                              Fees to SFAC and SISC

                                                     Aggregate Fee   Aggregate
                                         Fiscal         to SFAC         Fee
         Fund                             Year                        to SISC

Brazil Fund, Inc.
Korea Fund, Inc.
Scudder Global High Income Fund, Inc.
Scudder New Asia Fund, Inc.

<PAGE>

                                   Appendix 4
                      Fund Management Fee Rates, Net Assets
                          and Aggregate Management Fees

                                                                      Aggregate
                       Fiscal   Net              Management           Management
  Fund                 Year     Assets           Fee Rate*            Fee Paid+

Brazil Fund, Inc.                           1.200% to $150 million
                                            1.050% next $150 million
                                            1.000% next $200 million
                                            0.900% thereafter

Korea Fund, Inc.                            1.150% to $50 million
                                            1.100% next $50 million
                                            1.000% next $250 million
                                            0.950% next $400 million
                                            0.900% next $300 million
                                            0.850% thereafter

Scudder Global High Income                  1.200% of net assets
Fund, Inc.
Scudder New Asia Fund, Inc.                 1.250% to $75 million
                                            1.150% next $125 million
                                            1.100% thereafter


_______________________
*    The management  fee rates shown 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.

++   After waiver and/or expense limitations.

<PAGE>


                                   Appendix 5
               Dates Relating to Investment Management Agreements
<TABLE>
<CAPTION>

<S>                                     <C>                <C>                      <C>                           <C>
                                                                                                                   Termination Date
                                                                                                                       (Unless
                                                           Current Investment                                       Continued) For
                                       Date of Current    Management Agreement                                      New Investment
                                          Investment        Last Approved By        New Investment Management         Management
                                         Management           Shareholders            Agreement Approved By           Agreement
                                          Agreement                                         Directors
                Fund

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


<PAGE>

                                   Appendix 6
                             Fund Shares Outstanding

     The table below sets forth the number of shares  outstanding  for each Fund
as of [ ], 2002.

        Fund                               Number of Shares Outstanding
<PAGE>



                                   Appendix 7
                 Beneficial Owners of 5% or More of Fund Shares

<PAGE>

                                   Appendix 8
              Fund Shares Owned by Directors and Executive Officers


     Many of the Directors  and  executive  officers own shares of the series of
each Fund and of other funds in the Scudder and Deutsche Bank Families of Funds,
allocating  their  investments  among  such  funds  based  on  their  individual
investment needs. The following table sets forth, for each Director,  the dollar
range  of  equity  securities  owned in each  series  of each  Fund  owned as of
December 31, 2001.  [The amount shown  includes  share  equivalents of [certain]
funds  advised  by Scudder  in which the board  member is deemed to be  invested
pursuant to such Fund's Deferred Compensation Plan.] [As of [December 31, 2001],
no  Director  or  executive  officer  of the Fund  owned any  shares of [ ].] In
addition,  the last row in the table  represents  the aggregate  dollar range of
equity  securities  owned as of December 31, 2001 in all funds overseen or to be
overseen by each  Director in the Scudder and Deutsche  Bank  Families of Funds.
The information as to beneficial  ownership is based on statements  furnished to
each Fund by each Director and executive  officer.  Unless otherwise noted, each
Director's individual  shareholdings of each Fund constitute less than 1% of the
outstanding  shares  of such  Fund.  Unless  otherwise  noted,  as a group,  the
Directors and executive  officers of each Fund own less than 1% of the shares of
each Fund.

<TABLE>
<CAPTION>

<S>                     <C>           <C>         <C>            <C>          <C>            <C>          <C>          <C>
                                                                                               Jean
                         Henry P.     Linda C.    Dawn-Marie     Edgar R.                     Gleason      Jean C.         Steven
      Names of           Becton Jr.    Coughlin    Driscoll       Fiedler      Keith Fox     Stromberg      Tempel        Zaleznick
      Directors

         Fund

Brazil Fund, Inc.
Korea Fund, Inc.
Scudder Global High
Income Fund, Inc.
Scudder New Asia
Fund, Inc.
Aggregate Dollar
Range of Equity
Securities*
</TABLE>
<PAGE>






                                   Appendix 9
                                    Officers


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

                       Present Office with the Fund;        Fund (Year First
Name (age)        Principal Occupation or Employment(1)    Became an Officer)(2)
Name (age)




(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
     Corporation.

</TEXT>
</DOCUMENT>
