SCUDDER WEISEL CAPITAL FUNDS, N-1A, 2001-01-04

SCUDDER WEISEL CAPITAL FUNDS
N-1A, 2001-01-04

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<PAGE>

Registration Nos. 333-___
811-___

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 4th, 2001

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. ___ / /
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. ___ / /
(Check appropriate box or boxes)

SCUDDER WEISEL CAPITAL FUNDS

(Exact name of Registrant as specified in charter)

88 Kearny Street
San Francisco, CA 94108

(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (415) 262-6100

c/o Peter H. Mattoon
President
Scudder Weisel Capital LLC
88 Kearny Street
San Francisco, CA 94108

(Name and address of agent for service)

Please send copies of all communications to:

Robert W. Helm, Esq.
Dechert
1775 Eye Street, NW
Washington, DC 20006

Approximate Date of Proposed Public Offering: The Registrant hereby amends this
Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.

Page 1 of Form N-1A
<PAGE>

Scudder Weisel Capital Funds

Scudder Weisel Capital Growth Opportunity Fund

Prospectus dated January 4th, 2001

This Prospectus concisely sets forth information about the Scudder Weisel
Capital Growth Opportunity Fund (the "Portfolio") that an investor needs to know
before investing. Please read this Prospectus carefully before investing, and
keep it for future reference. The Portfolio is a series of the Scudder Weisel
Capital Funds (the "Fund").

Objective, Goals and Principal Strategies.

The Portfolio's investment objective is long-term capital appreciation. The
Portfolio seeks to achieve its objective by investing at least 65% of its assets
in a non-diversified portfolio of equity securities issued by companies with
small to medium market capitalizations. The Portfolio currently considers an
issuer having a market capitalization of $10 million to $10 billion to have a
small to medium market capitalization. The Portfolio will invest in both
domestic and foreign issuers. The Portfolio will invest in "growth" stocks.
The Portfolio's investment adviser will analyze each issuing company's financial
condition, industry position, market, and economic conditions to select
investments that they believe will outperform the overall market. There can be
no assurance that the Portfolio will achieve its objective.

About the Portfolio.

The Portfolio's investment manager is Scudder Weisel Capital LLC ("Scudder
Weisel"). Scudder Weisel is a registered investment adviser and broker-dealer.
As investment manager, Scudder Weisel retains _______________ ("Investment
Advisor"), a registered investment adviser, as investment adviser to manage the
equity investments of the Portfolio on a day-to-day basis, subject to the
supervision of Scudder Weisel. Scudder Weisel is also the distributor of the
Portfolio's shares.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this Prospectus. Any representation
to the contrary is a criminal offense.

Prospectus dated January 4th, 2001
<PAGE>

TABLE OF CONTENTS
-----------------

<TABLE>
<S> <C>
RISK/RETURN SUMMARY............................................... 3
FEES AND EXPENSES................................................. 5
PORTFOLIO MANAGEMENT.............................................. 8
PRICING OF PORTFOLIO SHARES....................................... 12
HOW TO BUY AND SELL SHARES........................................ 14
DIVIDENDS AND OTHER DISTRIBUTIONS................................. 19
</TABLE>

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RISK/RETURN SUMMARY

This is a summary that briefly describes the goal and principal investment
strategies of the Portfolio and the risks of investing in the Portfolio. You
should read this section along with the rest of this Prospectus.

Investment Objective/Goals

Principal Strategies

The Portfolio seeks to achieve its objective by identifying and investing at
least 65% of its assets in the common stock of companies with small to medium
market capitalizations. Companies with small to medium market capitalizations
are those whose capitalizations are between $10 million and $10 billion.
Companies whose capitalization no longer meets this definition after purchase
will be considered to have small to medium market capitalization for purposes of
the 65% policy.

The Investment Advisor is not constrained by any particular investment style. A
"growth" investment style encompasses a search for companies whose earnings are
expected to increase at a greater rate than the overall market. In buying and
selling securities for the Portfolio, the Investment Advisor will analyze the
current financial position and industry position of each issuer, and current
economic and market conditions.

Under normal market conditions, the Portfolio invests at least 65% of its total
assets in equity securities following the Investment Advisor's approach. The
Portfolio may invest up to 25% of its total assets in foreign equity securities.
The Portfolio also may invest up to 10% of its total assets in futures and
options on stock index futures, covered by liquid assets and in high-quality
money market instruments to provide liquidity for redemptions.

(Prospectus.)

3
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Principal Risks

All investments carry some degree of risk which will affect the value of the
Portfolio's investments, its investment performance and the price of its shares.

A principal risk of investing in the Portfolio is that returns may vary and you
could lose money. There is no assurance that the Portfolio will achieve its
investment objective. The securities the Portfolio holds might not appreciate,
and could depreciate, during the time you are invested in the Portfolio, even if
you are a long-term investor. If the value of the Portfolio's investment
holdings decreases, the Portfolio's net asset value ("NAV") will also decrease,
which means that if you sell your shares in the Portfolio you would receive less
money.

The Portfolio may invest a significant portion of its assets in companies with
small market capitalizations. The value of securities of smaller, less well-
known issuers can be more volatile than that of larger issuers and can react
differently to issuer, political, market, and economic developments than the
market as a whole and other types of stocks. While these stocks may offer
greater opportunities for long-term capital appreciation than larger, more
established companies, they involve substantially greater risks of loss and
price fluctuations. Companies with small capitalization may have limited
product lines or markets for their products, limited access to financial
resources and less depth in management skill than larger, more established
companies. Stock issued from companies with small capitalization may be less
liquid than stock issued from larger companies.

The Portfolio may also invest up to 25% of its total assets in foreign
securities. Foreign securities may be riskier than investments in securities of
domestic companies because of factors such as, among others, unstable political
and economic conditions, currency fluctuations, foreign controls on investment
and currency exchange, withholding taxes, inadequate company information, less
liquid and more volatile markets, different accounting, auditing and financial
reporting standards, higher commission rates and a lack of government
regulation. Investments in emerging markets involve even greater risks such as
immature economic structures and different types of legal systems.

The value of an investment in the Portfolio depends to a great extent upon
changes in market conditions. Domestic and foreign growth and economic
conditions, interest rate levels and political events are among the factors
affecting the securities markets of the Portfolio's investments. There is a
risk that the Portfolio's Investment Advisor will not accurately predict the
direction of these and other factors and, as a result, their investment
decisions may not accomplish what they were intended to achieve.

An investment in the Portfolio is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Shares of the Portfolio involve investment risks, including the
possible loss of principal.

(Prospectus.)

4
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Who Should Invest?

Only those investors who are looking to invest over the long term, able to
tolerate market volatility, and interested in gaining exposure to companies with
a small market capitalization.

Performance

This Portfolio began operations on ________, 2001. Therefore, performance
information (including annual total returns, average annual total returns and
best and worst calendar quarters) for a full calendar is not yet available.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The Portfolio is new, and therefore, has no historical
expense data. Thus, the numbers below are estimates, and actual expenses could
be higher or lower. The fees depicted below do not include fees that
institutions may charge for services they provide to you, such as account
maintenance fees.

The Portfolio offers two classes of shares at this time, but reserves the right
to offer different classes of shares in the future having different fee
structures and methods of distribution.

Shareholder Fees Class A Class O
(fees paid directly from your investment) Shares Shares
Maximum Sales Charge (Load) Imposed on Purchases/1/ 4.75% 3.00%
Maximum Deferred Sales Charge (Load) None None
Maximum Sales Charge (Load) Imposed in Reinvested
Dividends and other Distributions None None
Wire Redemption Fee/2/ $15 $15
Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)/3/
Management Fees 1.50% 1.50%
Distribution (12b-1) Fees None None
Shareholder Servicing Fee 0.50% 0.50%
Other Expenses/4/ - -
Total Annual Portfolio Operating Expenses (other than - -
performance fee or interest expense on any
borrowings)

/1/ The Class A sales charge may be waived under certain circumstances. See
"Pricing of Portfolio Shares."

/2/ This wire redemption charge may be waived at the discretion of Scudder
Weisel.

/3/ Scudder Weisel has undertaken through _________ to reimburse a portion of
the Portfolio's total expenses or waive a portion of its management fee to the
extent that the Portfolio's total expenses (before payment of interest expense
on any borrowings and any extraordinary expenses) in any fiscal year would
otherwise exceed an annual rate of _______% for Class A and _______% for Class O
shares.

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/4/ "Other Expenses" are based on estimated amounts for the current fiscal
year.

Example

This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Portfolio's operating expenses remain the same, as shown in the
table above, and that all dividends and distributions are reinvested. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:

1 year 3 years
Class A Shares $ $
Class O Shares $ $

You would pay the following expenses if you do not redeem your shares:

1 year 3 years
Class A Shares $ $
Class O Shares $ $

INVESTMENT TECHNIQUES AND RELATED RISKS

This section further describes the Portfolio's principal investment techniques
that are summarized in the Risk/Return Summary. The Portfolio may invest in
other securities and is subject to further restrictions and risks which are
described in the Statement of Additional Information, which is incorporated by
reference into, and therefore is a part of, this prospectus.

There is no assurance that the Portfolio will achieve its investment objective.
Like all stock funds, the Portfolio's net asset value ("NAV") will fluctuate
with the value of its assets. The assets held by the Portfolio will fluctuate
based on market and economic conditions, or other factors that affect particular
companies or industries. The securities the Portfolio holds might not
appreciate, and could depreciate, during the time you are invested in the
Portfolio, even if you are a long-term investor. If the value of the
Portfolio's investments decreases, the Portfolio's NAV will also decrease, which
means that if you sell your shares in the Portfolio you would receive less
money. The Portfolio's ability to achieve its investment objective may also be
affected by, among other things: the Portfolio's expenses; the amount of cash
and cash

6
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equivalents in the Portfolio's investment holdings; and the timing, frequency
and size of shareholder purchases and redemptions of the shares of the
Portfolio.

Common Stocks. The Portfolio invests primarily in common stocks. Common stocks
considered for purchase by the Portfolio may be listed or unlisted (subject to
the limitation that the Portfolio may invest no more than 15% of its net assets
in illiquid securities). There is no limit on the market capitalization of the
companies in which the Portfolio may invest, or in the length of operating
history for the companies. The Portfolio may invest in initial public
offerings.

Common stocks represent shares of ownership in a corporation. Common stocks
rank after debt, bonds and preferred stock in claims on assets of the
corporation should it be dissolved. Increases and decreases in earnings are
usually reflected in a corporation's stock price. To the extent the Portfolio
invests in common stock, the value of the Portfolio's investments will be
affected by changes in the stock markets, which may be the result of domestic or
international political or economic news, changes in interest rates or changing
investor sentiment. At times, the stock markets can be volatile and stock
prices can change substantially. The equity securities of smaller companies are
more sensitive to these changes than those of larger companies. This market
risk will affect the Portfolio's NAV per share, which will fluctuate as the
value of the securities held by the Portfolio changes. Not all stock prices
change uniformly or at the same time and not all stock markets move in the same
direction at the same time. Other factors affect a particular stock's prices,
such as poor earnings reports by an issuer, loss of major customers, major
litigation against an issuer, or changes in governmental regulations affecting
an industry. Adverse news affecting one company can sometimes depress the stock
prices of all companies in the same industry. Not all factors can be predicted.

The Portfolio may engage in short-term trading, including with respect to
initial public offerings. A high rate of portfolio turnover (100% or more)
could produce higher trading costs which could detract from the Portfolio's
performance, and could result in relatively higher taxable distributions to
shareholders.

The Portfolio may also invest in options, futures and foreign currencies and may
enter into some types of short-sales, for hedging and cash management purposes.
Transaction costs associated with these strategies may affect the Portfolio's
performance, and no assurance can be given that each derivative position will
achieve a perfect correlation with the security or currency that it is being
hedged against. Hedging activity may relate to a specific security or to the
Portfolio's investments as a whole. However, Scudder Weisel or the Investment
Advisor may decide not to employ any of these strategies and there is no
assurance that any derivatives strategy used by the Portfolio will succeed, or
that a particular hedging instrument will be available for use by the Portfolio.

Securities Lending. In order to generate additional income and increase the
Portfolio's returns, the Portfolio may lend investment securities on a short-
term basis to qualified institutions. By reinvesting any cash collateral it
receives in these transactions, the Portfolio could realize

7
<PAGE>

additional gains or losses. The Fund may not lend securities or make any other
loan if, as a result, more than 25% of its total assets would be lent to other
parties.

Although the Portfolio will receive collateral in connection with all loans of
portfolio securities and such collateral will be marked to market, the Portfolio
will be exposed to the risk of loss should a borrower default on its obligation
to return the borrowed securities. For example, loaned securities may have
appreciated beyond the value of the collateral the Portfolio holds at the time
of default. In addition, the Portfolio will bear the risk of loss on any
collateral that it chooses to invest.

Borrowing and Reverse Repurchase Agreements. The Portfolio can borrow money
from banks and enter into reverse repurchase agreements with banks and other
financial institutions. Reverse repurchase agreements involve the sale of
securities held by the Portfolio subject to the Portfolio's agreement to
repurchase them at a mutually agreed upon date and price (including interest).
The Portfolio may borrow money in an amount up to 5% of its assets for temporary
emergency purposes and in an amount up to 33 1/3% of its assets to meet
redemptions. This is a fundamental policy which can be changed only by
shareholders. The Portfolio does not borrow money for the purpose of leveraging
its securities portfolio but borrows for short-term liquidity (e.g., to pay the
proceeds of redemptions).

Borrowings and reverse repurchase agreements by the Portfolio may involve
leveraging. If the securities held by the Portfolio decline in value while
these transactions are outstanding, the Portfolio's net asset value will decline
in value by proportionately more than the decline in value of the securities.
In addition, reverse repurchase agreements involve the risks that the interest
income earned by the Portfolio (from the investment of the proceeds) will be
less than the interest expense of the transaction, that the market value of the
securities sold by the Portfolio will decline below the price the Portfolio is
obligated to pay to repurchase the securities, and that the securities may not
be returned to the Portfolio.

Illiquid Securities. The Portfolio may invest up to 15% of its net assets in
securities that are illiquid. Illiquid securities include private placements or
other securities that are subject to legal or contractual restrictions on resale
or for which there is no readily available market.

To the extent that the Portfolio invests in illiquid securities, the Portfolio
risks not being able to sell the securities at the time and the price that it
would like. The Portfolio may have to lower the price, sell substitute
securities or forego an investment opportunity, each of which may cause a loss
to the Portfolio.

PORTFOLIO MANAGEMENT

Investment Manager and Investment Advisor. Under an investment management
agreement ("Investment Management Agreement") with the Portfolio, Scudder
Weisel, a registered investment adviser, provides supervisory and administrative
services to the Portfolio, including

8
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supervision of the Portfolio's investment program. Scudder Weisel was formed as
a joint venture among Thomas Weisel Partners Group LLC ("Thomas Weisel
Partners"), Scudder Kemper Investments, Inc. and Zurich On-Line Financial Ltd.
Currently, Scudder Kemper Investments, Inc. and Zurich On-Line Financing Ltd.,
each a majority- or wholly-owned subsidiary of Zurich Financial Services Group,
together hold __% of the outstanding units of Scudder Weisel, and Thomas Weisel
Partners holds __% of the outstanding units of Scudder Weisel. Management and
employees of Scudder Weisel hold the remaining units. Scudder Weisel has no
prior experience as an investment manager. Scudder Weisel's address is 88 Kearny
Street, San Francisco, CA 94108.

Subject to general supervision of the Board and in accordance with the
investment objective, policies and restrictions of the Portfolio, Scudder Weisel
provides the Portfolio with ongoing investment guidance, policy direction and
monitoring of the Investment Advisor pursuant to the Investment Management
Agreement.

As investment manager, Scudder Weisel has retained ______________ ("_____"), a
registered investment adviser, as Investment Advisor pursuant to a sub-advisory
agreement (a "Sub-Advisory Agreement"). The Sub-Advisory Agreement provides that
________ will manage the equity investments of the Portfolio on a day-to-day
basis, subject to the supervision of Scudder Weisel and the Fund's Board of
Trustee's (the "Board"). _______, located at ________________________ has
provided asset management and advisory services since ______. As of _________,
2000, ___________ has provided investment advisory services for over $_______
billion of assets.

Investment Management Fee. For its advisory services, the Portfolio pays Scudder
Weisel an investment management fee at an annual rate equal to 1.5 % of the
Portfolio's average daily net assets. As set forth in the Sub-Advisory
Agreement, Scudder Weisel compensates _____________ for their investment
advisory services with respect to the Portfolio. ___________ is not compensated
directly by the Portfolio.

The Portfolio and Scudder Weisel are seeking an exemptive order from the SEC
that will permit Scudder Weisel, subject to approval by the Board, to add or
eliminate investment advisers in Scudder Weisel's sole discretion without
approval by the Portfolio's shareholders. If granted, such relief would require
shareholder notification in the event of any change in investment adviser.
There is no assurance the exemptive order will be granted.

Investment Committee. An investment committee of _______________ consisting of
senior portfolio management professionals is responsible for the day-to-day
management of the Portfolio's investment portfolio.

OTHER EXPENSES OF THE PORTFOLIO

The Portfolio pays an investment management fee to Scudder Weisel, as set forth
above, plus all its expenses other than those assumed by Scudder Weisel. The
expenses of the Portfolio include the shareholder servicing fee, distribution
fee, brokerage commissions, interest on any borrowings by the Portfolio, fees
and expenses of outside legal counsel (including fees and

(Prospectus.)

9
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expenses associated with review of documentation for prospective investments by
the Portfolio) and independent auditors, taxes and governmental fees, custody,
expenses of printing and distributing prospectuses, reports, notices and proxy
material, expenses of printing and filing reports and other documents with
government agencies, expenses of shareholders' meetings, expenses of corporate
data processing and related services, shareholder record keeping and shareholder
account services, fees and disbursements, fees and expenses of Trustees of the
Portfolio not employed by Scudder Weisel or its affiliates, insurance premiums
and extraordinary expenses such as litigation expenses.

Kemper Service Company, whose principal business address is 811 Main Street,
Kansas City, Missouri 64105-2005, serves as the transfer and dividend disbursing
agent ("Transfer Agent") pursuant to a Transfer Agency Agreement with the
Portfolio, under which the Transfer Agent (i) issues and redeems shares of the
Portfolio, (ii) addresses and mails all communications by the Portfolio to its
record owners, including reports to shareholders, dividend and distribution
notices and proxy materials for any meetings of shareholders, (iii) maintains
shareholder accounts, (iv) responds to correspondence by shareholders of the
Portfolio, and (v) makes periodic reports to the Board concerning the operations
of the Portfolio.

State Street Bank and Trust Company ("State Street") serves as the custodian of
the Portfolio's assets (the "Custodian") pursuant to a custodial services
agreement with the Portfolio, under which the Custodian (i) maintains a separate
account in the name of the Portfolio, (ii) holds and transfers portfolio
securities on account of the Portfolio, (iii) accepts receipts and makes
disbursements of money on behalf of the Portfolio, (iv) collects and receives
all income and other payments and distributions on account of the Portfolio's
securities and (v) makes periodic reports to the Board concerning the
Portfolio's operations.

In addition, State Street serves as administrator for the Portfolio pursuant to
an administration agreement ("Administration Agreement"). State Street has
agreed to maintain office facilities for the Portfolio; oversee the computation
of the Portfolio's net asset value, net income and realized capital gains, if
any; perform recordkeeping services for the Portfolio; furnish statistical and
research data, clerical services, and stationery and office supplies; prepare
and file various reports with the appropriate regulatory agencies; and prepare
various materials required by the SEC. State Street may enter into an agreement
with one or more third parties pursuant to which such third parties will provide
administrative services on behalf of the Portfolio. The Administration
Agreement provides that State Street (or its delegate) shall not be liable under
the Agreement except for its bad faith, negligence or willful misconduct in the
performance of its duties and obligations thereunder.

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DISTRIBUTION EXPENSES

Scudder Weisel acts as distributor of the Portfolio's shares. Pursuant to the
Distribution Agreement, Scudder Weisel bears all of the expenses it incurs in
providing its services under that Agreement. Scudder Weisel provides for the
preparation of advertising or sales literature and bears the cost of printing
and mailing prospectuses to persons other than existing shareholders. The
Portfolio bears the cost of printing and mailing prospectuses and reports to
existing shareholders. The Portfolio bears the cost of qualifying and
maintaining the qualification of Portfolio shares for sale under the securities
laws of the various states, including blue sky fees, and bears the expense of
registering its shares with the Commission. Scudder Weisel may enter into
additional agreements with various broker-dealers, including affiliates of
Scudder Weisel, to provide distribution services to investors.

SHAREHOLDER SERVICING FEE

The Portfolio will pay Scudder Weisel a shareholder servicing fee at an annual
rate of up to 0.50% of the net asset value of the outstanding shares of the
Portfolio pursuant to a Shareholder Servicing Agreement. Scudder Weisel may
enter into related arrangements with broker-dealers or other service or
administrative firms ("intermediaries") to compensate them for providing
shareholder services and the maintenance of accounts for their customers. These
services include: the provision of personal, continuing services to investors in
the Portfolio; receiving, aggregating and processing purchase and redemption
orders; maintaining retirement plan accounts and providing and maintaining
retirement plan records; communicating periodically with shareholders and
providing information and responding to questions about the Portfolio, the
shares, and handling correspondence from shareholders about their accounts;
acting as the sole shareholder of record and nominee for shareholders;
maintaining account records and providing beneficial owners with account
statements; processing dividend payments; issuing shareholder reports and
transaction confirmations; providing sub-accounting services for shares held
beneficially; forwarding shareholder communications to beneficial owners;
receiving, tabulating and transmitting proxies executed by beneficial owners;
general account administration activities; and providing such other similar
services as the Portfolio may reasonably request to the extent the intermediary
is permitted to do so under applicable statutes, rules, or regulations. This
fee is accrued daily as an expense of the Portfolio.

Scudder Weisel bears all of its expenses of providing services under the
Shareholder Servicing Agreement, including the payment of any service fees to
intermediaries. Scudder Weisel may compensate each intermediary at an annual
rate of up to 0.50% of the net asset value of the outstanding shares of the
Portfolio maintained and serviced by the intermediary. Intermediaries may
include affiliates of Scudder Weisel.

Scudder Weisel may also provide some of the above services and may retain any
portion of the fee under the Shareholder Servicing Agreement not paid to
intermediaries to compensate itself

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for administrative functions performed for the Portfolio, including the
provision of services to Scudder Weisel's customers.

PRICING OF PORTFOLIO SHARES

The Portfolio currently offers two classes of shares, Class A and Class O
shares. The Portfolio reserves the right to add additional classes in the
future. Class A and Class O shares of the Portfolio may be purchased through
Scudder Weisel, who also serves as the distributor of the Portfolio's shares, or
through selected dealers, at the net asset value per share next determined after
a purchase order is received, plus a sales commission with respect to Class A
shares. Class O shares may be purchased only by investment advisory clients of
Scudder Weisel. This front-end load may be waived for certain customers of
Scudder Weisel. The maximum sales charge for Class A shares is 4.75%. See the
following table for the Class A commission schedule. The maximum sales charge
for Class O shares is 3.0%. See the following table for the Class O commission
schedule.

<TABLE>
<CAPTION> Annual Distribution Fees (as a
Sales Charge % of average daily net assets) Other Information
------------ ------------------------------ -----------------
<S> <C> <C> <C>
Class A Up to 4.75% of NAV None Service fee of up to 0.50% of
average daily net assets

Class O Up to 3% of NAV None Service fee of up to 0.50% of
average daily net assets
</TABLE>

Purchase of Class A Shares. Class A shares are sold at net asset value plus a
front-end sales charge, as set forth below.

Amount of Purchase Sales Charge as % of Net Asset Value
------------------ ------------------------------------

Less than $100,000 4.75%

$100,000 but less than $750,000 3.75%

$750,00 but less than $1.5 million 2.75%

$1.5 million or more 1.00%

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Purchase of Class O Shares. Investors may choose to purchase Class O shares of
the Portfolio directly through Scudder Weisel at net asset value per share, plus
a front-end sales charge, as set forth below.

<TABLE>
<CAPTION>
Amount of Purchase Sales Charge as a % of Net Asset Value
------------------ ------------------------------------------------
<S> <C>
Less than $750,000 3.0%

$750,000 but less than $1.5 million 2.00%

$1.5 million or more 0.50%
</TABLE>

The Portfolio receives the entire net asset value of all of its Class O shares
sold. Scudder Weisel, the Portfolio's distributor, retains the entire sales
charge. This sales charge will be waived for certain customers of Scudder
Weisel.

Sales Charge Waivers. Scudder Weisel may, at its discretion, waive sales
charges and minimum investment requirements for the purchase of shares of the
Portfolio by or on behalf of (1) purchasers for whom Scudder Weisel or an
investment adviser or one of their affiliates acts in a fiduciary, advisory,
custodial or similar capacity, (2) employees and retired employees (including
spouses, children and parents of employees and retired employees) of Scudder
Weisel or an investment adviser and any affiliates of Scudder Weisel or an
investment adviser, (3) Trustees and retired Trustees of the Portfolio
(including spouses and children of Trustees and retired Trustees), (4)
purchasers who use proceeds from an account for which Scudder Weisel or an
investment adviser or one of their affiliates acts in a fiduciary, advisory,
custodial or similar capacity, to purchase shares of the Portfolio, (5) brokers,
dealers and agents who have a sales agreement with Scudder Weisel, and their
employees (and the immediate family members of such individuals), (6) investment
advisers or financial planners that have entered into an agreement with Scudder
Weisel and that place trades for their own accounts or the accounts of eligible
clients and that charge a fee for their services, and clients of such investment
advisers or financial planners who place trades for their own accounts if such
accounts are linked to the master account of the investment adviser or financial
planner on the books and records of a broker-dealer or agent that has entered
into an agreement with Scudder Weisel, and (7) orders placed on behalf of other
investment companies that Scudder Weisel or an investment adviser or an
affiliated company distributes. To receive a sales charge or minimum investment
waiver in conjunction with any of the above categories, shareholders must, at
the time of purchase, give Scudder Weisel sufficient information to permit
confirmation of qualification.

Which Arrangement is Best for You? The decision as to which class of shares
provides the most suitable investment for an investor depends on a number of
factors, including the amount and intended length of the investment. For more
information about the Portfolio's alternative

13
<PAGE>

purchase arrangements, consult your financial representative or Scudder Weisel.
Firms may receive different compensation depending upon which class of shares
they sell.

Determination of Net Asset Value. If Scudder Weisel receives a purchase or
redemption request prior to the close of the New York Stock Exchange, Inc.
("NYSE") on a day on which the NYSE is open, the share price will be the NAV
determined that day.

The Portfolio's investments are valued each day the NYSE is open for business as
of the close of trading on the floor of the NYSE (generally 4:00 p.m., Eastern
time). The Portfolio reserves the right to change the time at which purchases
and redemptions are priced if the NYSE closes at a time other than 4:00 p.m.
Eastern time or if in its judgment an emergency exists.

Net asset value per share for each class of shares is computed by dividing the
value of the Portfolio's net assets (i.e., the value of its assets less
liabilities) by the total number of outstanding shares of the Portfolio. The
Portfolio's assets are valued generally by using available market quotations or,
if market values are not readily available, at fair value as determined in good
faith by the Board. Expenses are accrued daily and applied when determining the
NAV.

Trading in foreign securities may be completed at times that vary from the
closing of the NYSE. The Portfolio values foreign securities at the latest
closing price on the exchange on which they are traded immediately prior to the
closing of the NYSE. Certain foreign currency exchange rates may also be
determined at the latest rate prior to the closing of the NYSE. Foreign
securities quoted in foreign currencies are translated into U.S. dollars at
current rates. Occasionally, events that affect these values and exchange rates
may occur between the times at which they are determined and the closing of the
NYSE. If Scudder Weisel or the Investment Advisor believes that such events
materially affect the value of portfolio securities, these securities may be
valued at their fair market value as determined in good faith by, or using
procedures approved by, the Board.

Foreign securities may trade in their primary markets on weekends or other days
when the Portfolio does not price its shares. Therefore, the value of the
Portfolio's portfolio may change on days when shareholders will not be able to
buy or sell their shares.

HOW TO BUY AND SELL SHARES

Whether you are investing in the Portfolio for the first time or adding to an
existing investment, the Portfolio provides you with several methods to buy its
shares. Purchase orders must be received by the Portfolio's distributor,
transfer agent or an authorized broker-dealer before the close of regular
trading on the NYSE (normally, 4 p.m. Eastern time). Purchase orders received
after that time will be accepted as of the next business day.

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<PAGE>

Methods for Purchasing Shares

Investors may purchase shares:

. By Broker. Any selected broker-dealer authorized by Scudder Weisel can sell
you Class A shares of the Fund. Please note that broker-dealers may establish
higher minimum investment requirements than the Fund, and may independently
charge you transaction fees and additional amounts (which may vary) in return
for their services in addition to receiving a portion of the front-end sales
charge, which will reduce your return.

. By Mail. To make direct investments, you must open an account with Scudder
Weisel. Contact Scudder Weisel at 1-866-SWC-EDGE (1-866-792-3343). In
addition, investment advisory clients of Scudder Weisel can purchase shares
of the Fund directly through Scudder Weisel. You may open an account by
completing, signing and mailing the attached account application form and a
check or other negotiable bank draft (payable to ________) for $___ or more
to: . For additional investments, send a letter stating the Portfolio you
wish to purchase, your name and your account number with a check for $___ or
more to the address listed above. We do not accept third-party checks.

. On-line. You can access the Portfolio's online application or your existing
account through the internet. For more information, please refer to
____________ at www.____.com, available 24 hours a day or call _________
between ____ a.m. and ____ p.m. (Pacific time), Monday - Friday.

. By Wire. To open a new account, you should call the Portfolio at (800) __-
____ to obtain an account number and complete wire instructions prior to
wiring any funds. Within seven days of purchase, you must send a completed
account application form containing your certified taxpayer identification
number to the Portfolio's transfer agent at State Street Bank and Trust
Company, located at _______. Wire instructions must state the Portfolio name,
share class, your registered name and your account number. Your bank wire
should be sent through the Federal Reserve Bank Wire System to:

______________
ABA# _________
DDA# _________
Account No.:

You may make additional investments at any time using the wire procedures
described above. Note that banks may charge fees for transmitting wires.

. You may purchase shares through the Automatic Investment Plan.

. You may purchase shares through the Reinvestment Privilege.

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<PAGE>

Minimum Investment Requirements:

<TABLE>
<S> <C>
For your initial investment in the Portfolio $10,000

To buy additional shares of the Portfolio $ 1,000

To invest in the Portfolio for your IRA, Roth IRA,
or one-person SEP account $10,000

To invest in the Portfolio for your Education IRA account $10,000

To invest in the Portfolio for your UGMA/UTMA account $10,000

To invest in the Portfolio for your SIMPLE, SEP-IRA,
Profit Sharing or Money Purchase Pension Plan,
or 401(a) account $10,000
</TABLE>

After your account is established you may use any of the methods described below
to buy or sell shares.

You can access the money you have invested in the Portfolio at any time by
selling some or all of your shares back to the Portfolio.

Redemption Price

We will redeem shares at the NAV next determined after we receive the redemption
request in proper form.

Policies for Redeeming Shares

. For your protection, a signature guarantee is required for the following
redemption requests: (a) redemption proceeds greater than $50,000; (b)
redemption proceeds not being made payable to the record owner of the
account; or (c) redemption proceeds not being mailed to the address of record
on the account. You can obtain a signature guarantee from a financial
institution such as a commercial bank, trust company, savings association or
from a securities firm having membership on a recognized securities exchange.

Methods for Redeeming Shares

You may redeem shares of the Portfolio in several ways:

16
<PAGE>

. By Mail. You may mail your redemption request to: State Street Bank and Trust
Company, address. The redemption request should state the name of the
Portfolio, share class, account number, amount of redemption, account name
and where to send the proceeds. All account owners must sign.

. By Telephone. You can redeem your shares by contacting your broker or calling
the Portfolio at (800) _______. There is no minimum requirement for telephone
redemptions. The Portfolio reserves the right to refuse a telephone
redemption if it believes it advisable to do so. Investors will bear the risk
of loss from fraudulent or unauthorized instructions received over the
telephone provided that the Portfolio reasonably believes that such
instructions are genuine. The Portfolio and its transfer agent employ
reasonable procedures to confirm that instructions communicated by telephone
are genuine. The Portfolio may incur liability if it does not follow these
procedures.

. On-line. You can place redemption orders on-line by accessing your account
through the internet. For more information, please refer to ____________ at
www.____.com, available 24 hours a day or call _________ between ____ a.m.
and ____ p.m. (Pacific time), Monday - Friday.

. By Wire. If your account is authorized for wire redemption, your proceeds
will be wired directly to the bank account you have designated. Scudder
Weisel charges a $15 service fee for a wire transfer of redemption proceeds,
and your bank may charge an additional fee to receive the wire. If you would
like to establish this option on an existing account, please call Scudder
Weisel at 800-___-____ to request the appropriate form. Wire redemptions are
not available for retirement accounts.

If you are redeeming at least $1,000 of shares and you have authorized expedited
redemption on your account application form, simply call the Portfolio prior to
4:00 p.m. (Eastern time), and request the redemption proceeds be mailed to the
commercial bank or registered broker-dealer you designated on your account
application form. We will send your redemption proceeds to you on the next
business day. We reserve the right at any time to change or impose fees for
this expedited redemption procedure.

During periods of unusual economic or market activity, you may experience
difficulties or delays in effecting telephone redemptions. In such cases you
should consider placing your redemption request by mail.

You may redeem shares through the Automatic Withdrawal Plan.

You will have to wait to redeem your shares until the funds you use to buy them
have cleared (e.g., your check has cleared).

17
<PAGE>

The right of redemption may be suspended during any period in which (i) trading
on the NYSE is restricted, as determined by the SEC, or the NYSE is closed for
other than weekends and holidays; (ii) the SEC has permitted such suspension by
order; or (iii) an emergency as determined by the SEC exists, making disposal of
portfolio securities or valuation of net assets of the Portfolio not reasonably
practicable.

Shareholder Privileges

Automatic Investment Plan (AIP). Under the AIP you may arrange for periodic
investments in the Portfolio through automatic deductions from a checking or
savings account. To enroll in the AIP you should complete the AIP application
form or call the Portfolio at (800) _______. The minimum pre-authorized
investment amount is $250. You may discontinue the AIP at any time. We may
discontinue the AIP on 30 days' written notice to you.

Automatic Withdrawal Plan (AWP). If you have an account value of $10,000 or more
in the Portfolio, you may redeem shares on a monthly, quarterly, semi-annual or
annual basis. The minimum withdrawal is $250. We usually process withdrawals on
the 20th day of the month and promptly send you your redemption amount. You may
enroll in the AWP by completing the AWP application form available through the
Portfolio's transfer agent. To participate in the AWP you must have your
dividends automatically reinvested and may not hold share certificates.

Exchanges. An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund. You may exchange your
Class A or Class B shares of the Portfolio for the same class of shares of any
other fund managed by Scudder Weisel. Shares are exchanged on the basis of their
respective NAVs next calculated after your exchange order is received by Scudder
Weisel. The usual sales charge applicable to investments in such other fund
apply on shares for which no sales load was paid at the time of purchase.
Currently, the Portfolio does not charge any exchange fees or charges. Exchanges
are subject to the minimum initial purchase requirements for each fund, except
with respect to tax-qualified programs. If you maintain your account with
Scudder Weisel, you may exchange shares by completing a written exchange request
and sending it to Scudder Weisel Capital LLC, 88 Kearny Street, Suite 2100, San
Francisco, CA 94108. You can obtain an exchange form by calling Scudder Weisel
at 1-800-______.

Exchanges are subject to the following restrictions: (i) the fund you are
exchanging into must be available for sale in your state; (ii) you may exchange
only between accounts that are registered in the same name, address and taxpayer
identification number; (iii) before exchanging into a fund, read its prospectus;
(iv) exchanges may have tax consequences for you; (v) the Portfolio may
terminate refuse exchange purchases by any person or group if, in Scudder
Weisel's judgment, the Portfolio would be unable to invest the money effectively
in accordance with the relevant fund's investment objective and policies, or
would otherwise potentially be adversely affected; and (vi) the Portfolio may
terminate or materially modify the exchange privilege in the future and, except
as otherwise permitted by the Securities and Exchange Commission, the

18
<PAGE>

Portfolio will give you 60 days' notice if it terminates or materially modifies
the exchange privilege. In addition, the Portfolio reserves the right to refuse
exchange purchases if, in the opinion of Scudder Weisel, the exchanges
constitute a pattern of exchanges characteristic of "market timing," which
Scudder Weisel may deed to be detrimental to the Portfolio or its shareholders.
Currently, the Portfolio limits the number of "round trip" exchanges an investor
may make. An investor makes a "round trip" exchange when the investor purchases
shares of a particular Scudder Weisel fund, subsequently exchanges those shares
for shares of a different Scudder Weisel fund and then exchanges back into the
originally purchased fund. The Portfolio has the right to refuse any exchange
for any investor who completes (by making the exchange back into the shares of
the originally purchased fund) more than six round trip exchanges in any twelve-
month period.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Portfolio intends to pay dividends from net investment income annually and
distribute capital gains, if any, annually. The Portfolio may make additional
distributions if necessary.

Unless you choose otherwise, all your dividends and capital gain distributions
will be automatically reinvested in additional Portfolio shares. Shares are
purchased at the net asset value determined on the payment date.

If you buy shares of the Portfolio just before the Portfolio makes any
distributions, you will pay the full price for the shares and then receive back
a portion of the money you have just invested in the form of a taxable
distribution.

TAX CONSEQUENCES

The following information is meant as a general summary for U.S. taxpayers.
Please see the Portfolio's Statement of Additional Information for more
information. You should rely on your own tax advisor for advice about the
particular federal, state and local tax consequences to you of investing in the
Portfolio.

The Portfolio generally will not have to pay income tax on amounts it
distributes to shareholders, although shareholders will be taxed on
distributions they receive. Shareholders generally will also have to pay taxes
on Portfolio dividends.

The Portfolio will distribute substantially all of its income and gains to its
shareholders every year. If the Portfolio declares a dividend in October,
November or December but pays it in January, you will be taxed on the dividend
as if you received it in the previous year.

You will generally be taxed on dividends you receive from the Portfolio,
regardless of whether they are paid to you in cash or are reinvested in
additional Portfolio shares. If the Portfolio

19
<PAGE>

designates a dividend as a capital gain distribution, you will pay tax on that
dividend at the long-term capital gains tax rate, no matter how long you have
held your Portfolio shares.

If you invest through a tax-deferred retirement account, such as an IRA, you
generally will not have to pay tax on dividends until they are distributed from
the account. These accounts are subject to complex tax rules, and you should
consult your tax advisor about investment through a tax-deferred account.

There may be tax consequences to you if you dispose of your Portfolio shares by
redemption. You will generally have a capital gain or loss from a disposition.
The amount of the gain or loss and the rate of tax will depend mainly upon how
much you pay for the shares, how much you sell them for, and how long you hold
them.

Shareholders generally are required to report all Portfolio distributions on
their federal income tax returns. The Portfolio will send you a tax report each
year that will tell you which dividends must be treated as ordinary income and
which (if any) are long-term capital gain.

As with all mutual funds, the Portfolio may be required to withhold U.S. federal
income tax at the rate of 31% of all taxable distributions payable to you if you
fail to provide the Portfolio with your correct taxpayer identification number
or to make required certifications, or if you have been notified by the IRS that
you are subject to backup withholding. Backup withholding is not an additional
tax, but is a method in which the IRS ensures that it will collect taxes
otherwise due. Any amounts withheld may be credited against your U.S. federal
income tax liability.

20
<PAGE>

Outside back cover page.

The Statement of Additional Information for the Portfolio, dated _______, 2001
("SAI"), contains further information about the Portfolio. The SAI is
incorporated into this Prospectus by reference (that means it is legally
considered part of this Prospectus). Additional information about the
Portfolio's investments will be available in the Portfolio's annual and semi-
annual reports to shareholders. In the Portfolio's annual report, you will find
a discussion of the market conditions and investment strategies that
significantly affected the Portfolio's performance during its previous fiscal
year.

For additional copies of the prospectus and SAI please write to the following
address: Scudder Weisel Capital Growth Opportunities Fund, Scudder Weisel
Capital LLC, PO Box 509072, San Diego, CA 92150-9072. Additional information
including the SAI and the most recent annual and semi-annual reports (when
available) may be obtained without charge, at our Website (www._____.com).
Shareholders may opt to be alerted by e-mail when a prospectus amendment, annual
or semi-annual report is available. Shareholders may also call the toll-free
number listed below for additional information or with any inquiries.

Further information about the Portfolio (including the SAI) can also be reviewed
and copied at the SEC's Public Reference Room in Washington, D.C. You may call
1-800-SEC-0330 for information about the operations of the public reference
room. Reports and other information about the Portfolio are also available on
the SEC's Website (http://www.sec.gov) or copies can be obtained, upon payment
of a duplicating fee, by writing the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

Scudder Weisel Capital LLC
88 Kearny Street
Suite 2100
San Francisco, CA 94108
Telephone: _________________
Toll-Free: (800) ___________
http://www._____________.com

Investment Company Act No.: 811______

21
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

Scudder Weisel Capital Funds

Scudder Weisel Capital Growth Opportunity Fund

January 4th, 2001

This Statement of Additional Information ("SAI") is not a prospectus. This SAI
should be read together with the Prospectus for the Scudder Weisel Capital
Growth Opportunity Fund (the "Portfolio"), as a series of the Scudder Weisel
Capital Funds (the "Fund"), dated January 4th, 2001 (as amended from time to
time).

To obtain a copies of the Fund's Prospectus and the Fund's most recent
shareholders report (when issued) free of charge, please access our Website
online (www. .com) or call our toll-free number at (800) __________.
Capitalized terms not otherwise defined herein have the same meaning as set
forth in the Prospectus.
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page

<S> <C>
FUND HISTORY.................................... 3
THE FUND........................................ 3
FUND POLICIES................................... 11
TRUSTEES AND OFFICERS........................... 13
INVESTMENT MANAGEMENT........................... 15
SERVICE PROVIDERS............................... 16
PORTFOLIO TRANSACTIONS AND BROKERAGE SELECTION.. 18
ORGANIZATION, DIVIDEND AND VOTING RIGHTS........ 20
SHAREHOLDER INFORMATION......................... 22
NET ASSET VALUE................................. 23
TAXATION........................................ 24
UNDERWRITER..................................... 27
PERFORMANCE INFORMATION......................... 27
CODE OF ETHICS.................................. 31
APPENDIX........................................ 32
</TABLE>

2
<PAGE>

FUND HISTORY

The non-diversified Scudder Weisel Capital Growth Opportunity Fund (the
"Portfolio") is a series of Scudder Weisel Capital Funds (the "Fund"). The Fund
is organized as a Delaware business trust and was formed on December 28th, 2000.

THE FUND

The Fund is classified as an open-end, management investment company. The Fund's
investment objective is long-term capital appreciation. This investment
objective is not fundamental and therefore can be changed upon approval of the
Board of Trustees. A change to the Fund's investment does not require approval
of a majority (as defined in the Investment Company Act of 1940, as amended, and
the Rules thereunder ("1940 Act")) of the Fund's outstanding voting interests.
The investment manager of the Fund is Scudder Weisel Capital LLC, a registered
investment adviser ("Scudder Weisel"). Scudder Weisel retains ________, a
registered investment adviser, as investment adviser to the Scudder Weisel
Capital Growth Opportunity Fund (the "Investment Adviser"). The Investment
Adviser, on a day-to-day basis, manages the equity investments of the Fund
subject to the supervision of Scudder Weisel.

Futures Contracts and Options Transactions. The Fund may enter into futures
contracts and options on future contracts, which are forms of derivatives.
Derivatives are financial contracts whose value is based on an underlying
security, a currency exchange rate, an interest rate or a market index. A
futures contract is a type of derivative instrument that obligates the holder to
buy or sell an asset in the future at an agreed upon price. When the Fund
purchases an option on a futures contract, it has the right to assume a position
as a purchaser or seller of a futures contract at a specified exercise price
during the option period. When the Fund sells an option on a futures contract,
it becomes obligated to purchase or sell a futures contract if the option is
exercised.

The Fund may, but is not required to, use futures and options on futures for
hedging purposes, for the purpose of remaining fully invested or maintaining
liquidity to meet potential shareholder redemptions, to invest cash balances or
dividends, or to minimize trading costs. The Fund will not use futures and
options on futures for speculative purposes.

The Fund will not purchase or sell a futures contract unless, after the
transaction, the sum of the aggregate amount of margin deposits on its existing
futures positions and the amount of premiums paid for related options used for
non-hedging purposes is 5% or less of the Fund's total assets.

3
<PAGE>

Futures contracts and related options present the following risks: imperfect
correlation between the change in market value of the Fund's securities and the
price of futures contracts and options; the possible inability to close a
futures contract when desired; losses due to unanticipated market movements,
which are potentially unlimited; and the possible inability of Scudder Weisel
and the Investment Adviser to correctly predict the direction of securities
prices, interest rates, currency exchange rates and other economic factors.

The Fund may use such instruments to hedge portfolio risks and for cash
management purposes. Hedging activity may relate to a specific security or to
the Fund's portfolio as a whole. However, Scudder Weisel or the Investment
Adviser may decide not to employ any of these strategies and there is no
assurance that any derivatives strategy used by the Fund will succeed, or that a
particular hedging instrument will be available for use by the Fund.

The Fund may use futures as a substitute for a comparable market position in the
underlying securities. Although the Fund intends to purchase or sell futures
contracts only if there is an active market for such contracts, no assurance can
be given that a liquid market will exist for any particular contract at any
particular time. Many futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
Once the daily limit has been reached in a particular contract, no trades may be
made that day at a price beyond that limit or trading may be suspended for
specified periods during the trading day. Futures contract prices could move to
the limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and potentially
subjecting the Fund to substantial losses. If it is not possible, or if the Fund
determines not to close a futures position in anticipation of adverse price
movements, the Fund will be required to make daily cash payments on variation
margin.

There can be no assurance that a liquid market will exist at the time when the
Fund seeks to close out a futures contract or a futures option position. Lack
of a liquid market may prevent liquidation of an unfavorable position.

The Fund's futures transactions must constitute permissible transactions
pursuant to regulations promulgated by the Commodity Futures Trading Commission
("CFTC"). In addition, the Fund may not engage in futures transactions if the
sum of the amount of initial margin deposits and premiums paid for unexpired
options on futures contracts, other than those contracts entered into for bona
fide hedging purposes, would exceed 5% of the liquidation value of the Fund's
assets, after taking into account unrealized profits and unrealized losses on
such contracts; provided, however, that in the case of an option on a futures
contract that is in-the-money at the time of purchase, the in-the-money amount
may be excluded in calculating the 5% liquidation limit. Pursuant to
regulations or published positions of the SEC, the Fund may be required to
segregate liquid portfolio securities, including cash, in connection with its
futures transactions in an amount generally equal to the entire value of the
underlying security.

4
<PAGE>

The Fund may take advantage of opportunities in the area of options and futures
contracts and options on futures contracts and any other derivative investments
which are not presently contemplated for use by the Fund or which are not
currently available but which may be developed, to the extent such opportunities
are both consistent with the Fund's investment objective and legally permissible
for the Fund. Before entering into such transactions or making any such
investment, the Fund will provide any appropriate additional disclosure in its
Prospectus.

Forward commitments, when-issued purchases and delayed-delivery transactions.
The Fund may purchase or sell securities on a when-issued or delayed-delivery
basis and make contracts to purchase or sell securities for a fixed price at a
future date beyond customary settlement time. Securities purchased or sold on a
when-issued, delayed-delivery or forward commitment basis involve a risk of loss
if the value of the security to be purchased declines, or the value of the
security to be sold increases, before the settlement date. Although the Fund
will generally purchase securities with the intention of acquiring them, the
Fund may dispose of securities purchased on a when-issued, delayed-delivery or a
forward commitment basis before settlement when deemed appropriate.

Certain of the securities in which the Fund may invest will be purchased on a
when-issued basis, in which case delivery and payment normally take place within
45 days after the date of the commitment to purchase. The Fund only will make
commitments to purchase securities on a when-issued basis with the intention of
actually acquiring the securities, but may sell them before the settlement date
if it is deemed advisable. When-issued securities are subject to market
fluctuation, and no income accrues to the purchaser during the period prior to
issuance. The purchase price and the interest rate that will be received on
debt securities are fixed at the time the purchaser enters into the commitment.

Purchasing a security on a when-issued basis can involve a risk that the market
price at the time of delivery may be lower than the agreed-upon purchase price,
in which case there could be an unrealized loss at the time of delivery. The
Fund currently does not intend to invest more than 5% of its assets in when-
issued securities during the coming fiscal year. The Fund will establish a
segregated account in which it will maintain cash or liquid securities in an
amount at least equal in value to the Fund's commitments to purchase when-issued
securities. If the value of these assets declines, the Fund will place
additional liquid assets in the account on a daily basis so that the value of
the assets in the account is equal to the amount of such commitments.

Short-term instruments and temporary investments. The Fund may invest in high-
quality money market instruments on an ongoing basis to provide liquidity or for
temporary purposes

5
<PAGE>

when there is an unexpected level of shareholder purchases or redemptions. The
instruments in which the Fund may invest include: (i) short-term obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities
(including government-sponsored enterprises); (ii) negotiable certificates of
deposit ("CDs"), bankers' acceptances, fixed time deposits and other obligations
of domestic banks (including foreign branches) that have more than $1 billion in
total assets at the time of investment and that are members of the Federal
Reserve System or are examined by the Comptroller of the Currency or whose
deposits are insured by the FDIC; (iii) commercial paper rated at the date of
purchase "Prime-1" by Moody's or "A-1+" or "A-1" by S&P, or, if unrated, of
comparable quality as determined by Fund's investment advisor; (iv) non-
convertible corporate debt securities (e.g., bonds and debentures) with
remaining maturities at the date of purchase of not more than one year that are
rated at least "Aa" by Moody's or "AA" by S&P; (v) repurchase agreements; and
(vi) short-term, U.S. dollar-denominated obligations of foreign banks (including
U.S. branches) that, at the time of investment have more than $10 billion, or
the equivalent in other currencies, in total assets and in the opinion of the
Fund's investment advisor are of comparable quality to obligations of U.S. banks
which may be purchased by the Fund.

Bank Obligations. The Fund may invest in bank obligations, including
certificates of deposit, time deposits, bankers' acceptances and other short-
term obligations of domestic banks, foreign subsidiaries of domestic banks,
foreign branches of domestic banks, and domestic and foreign branches of foreign
banks, domestic savings and loan associations and other banking institutions.

Certificates of deposit are negotiable certificates evidencing the obligation of
a bank to repay funds deposited with it for a specified period of time. Time
deposits are non-negotiable deposits maintained in a banking institution for a
specified period of time at a stated interest rate. Time deposits which may be
held by the Fund will not benefit from insurance from the Bank Insurance Fund or
the Savings Association Insurance Fund administered by the Federal Deposit
Insurance Corporation. Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a customer. These
instruments reflect the obligation both of the bank and of the drawer to pay the
face amount of the instrument upon maturity. The other short-term obligations
may include uninsured, direct obligations, bearing fixed, floating- or variable-
interest rates.

Investment Grade Debt Securities. The Fund may invest in or hold investment
grade debt securities. Investment grade debt securities are securities rated
"Baa" or higher by Moody's Investors Service Inc. ("Moody's") or "BBB" or higher
by Standard and Poor's Rating Services, a division of McGraw-Hill Companies,
Inc. ("Standard & Poor's") or comparable quality unrated securities. Those
investment grade debt securities rated "Baa" or "BBB," while normally exhibiting
adequate protection parameters, have speculative characteristics, and,
consequently, changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity of such issuers to make principal and
interest payments than is the case for higher grade fixed-income securities.

6
<PAGE>

Commercial Paper and Short-Term Corporate Debt Instruments. The Fund may invest
in commercial paper (including variable amount master demand notes), which
consists of short-term, unsecured promissory notes issued by corporations to
finance short-term credit needs. Commercial paper is usually sold on a discount
basis and has a maturity at the time of issuance not exceeding nine months.
Variable amount master demand notes are demand obligations that permit the
investment of fluctuating amounts at varying market rates of interest pursuant
to arrangements between the issuer and a commercial bank acting as agent for the
payee of such notes whereby both parties have the right to vary the amount of
the outstanding indebtedness on the notes. The investment adviser to the Fund
monitors on an ongoing basis the ability of an issuer of a demand instrument to
pay principal and interest on demand.

The Fund also may invest in non-convertible corporate debt securities (e.g.,
bonds and debentures) with not more than one year remaining to maturity at the
date of settlement. The Fund will invest only in such corporate bonds and
debentures that are rated at the time of purchase at least "Aa" by Moody's or
"AA" by S&P. Subsequent to its purchase by the Fund, an issue of securities may
cease to be rated or its rating may be reduced below the minimum rating required
for purchase by the Fund. The investment adviser to the Fund will consider such
an event in determining whether the Fund should continue to hold the obligation.
To the extent the Fund continues to hold such obligations, it may be subject to
additional risk of default.

To the extent the ratings given by Moody's or S&P may change as a result of
changes in such organizations or their rating systems, the Fund will attempt to
use comparable ratings as standards for investments in accordance with the
investment policies contained in its Prospectus and in this SAI. The ratings of
Moody's and S&P and other nationally recognized statistical rating organizations
are more fully described in the attached Appendix.

Repurchase Agreements. The Fund may enter into a repurchase agreement wherein
the seller of a security to the Fund agrees to repurchase that security from the
Fund at a mutually-agreed upon time and price. The period of maturity is
usually quite short, often overnight or a few days, although it may extend over
a number of months. The Fund may enter into repurchase agreements only with
respect to securities that could otherwise be purchased by the Fund, including
government securities and mortgage-related securities, regardless of their
remaining maturities, and requires that additional securities be deposited with
the custodian if the value of the securities purchased should decrease below the
repurchase price.

The Fund may incur a loss on a repurchase transaction if the seller defaults and
the value of the underlying collateral declines or is otherwise limited or if
receipt of the security or collateral is delayed. The Fund's custodian has
custody of, and holds in a segregated account, securities acquired as collateral
by the Fund under a repurchase agreement. Repurchase agreements are considered
loans by the Fund. All repurchase transactions must be fully collateralized.

In an attempt to reduce the risk of incurring a loss on a repurchase agreement,
the Fund limits investments in repurchase agreements to selected creditworthy
securities dealers or domestic banks or other recognized financial institutions.
Scudder Weisel will monitor on an ongoing basis the value of the collateral to
assure that it always equals or exceeds the repurchase price.

7
<PAGE>

Letters of Credit. Certain of the debt obligations (including municipal
securities, certificates of participation, commercial paper and other short-term
obligations) which the Fund may purchase may be backed by an unconditional and
irrevocable letter of credit of a bank, savings and loan association or
insurance company which assumes the obligation for payment of principal and
interest in the event of default by the issuer. Only banks, savings and loan
associations and insurance companies which, in the opinion the investment
advisor are of comparable quality to issuers of other permitted investments of
the Fund may be used for letter of credit-backed investments.

Floating- and variable-rate obligations. The Fund may purchase debt instruments
with interest rates that are periodically adjusted at specified intervals or
whenever a benchmark rate or index changes. These adjustments generally limit
the increase or decrease in the amount of interest received on the debt
instruments. Floating- and variable-rate instruments are subject to interest-
rate risk and credit risk.

Loans of portfolio securities. The Fund may lend securities from its portfolios
to brokers, dealers and financial institutions (but not individuals) in order to
increase the return on its portfolio. The value of the loaned securities may
not exceed one-third of the Fund's total assets and loans of portfolio
securities are fully collateralized based on values that are marked-to-market
daily. The Fund will not enter into any portfolio security lending arrangement
having a duration of longer than one year. The principal risk of portfolio
lending is potential default or insolvency of the borrower. In either of these
cases, the Fund could experience delays in recovering securities or collateral
or could lose all or part of the value of the loaned securities. The Fund may
pay reasonable administrative and custodial fees in connection with loans of
portfolio securities and may pay a portion of the interest or fee earned thereon
to the borrower or a placing broker.

In determining whether to lend a security to a particular broker, dealer or
financial institution, the Fund's investment advisor considers all relevant
facts and circumstances, including the size, creditworthiness and reputation of
the broker, dealer, or financial institution. Any loans of portfolio securities
are fully collateralized and marked to market daily. The Fund will not enter
into any portfolio security lending arrangement having a duration of longer than
one year. Any securities that the Fund may receive as collateral will not
become part of the Fund's investment portfolio at the time of the loan and, in
the event of a default by the borrower, the Fund will, if permitted by law,
dispose of such collateral except for such part thereof that is a security in
which the Fund is permitted to invest. During the time securities are on loan,
the borrower will pay the Fund any accrued income on those securities, and the
Fund may invest the cash collateral and earn income or receive an agreed upon
fee from a borrower that has delivered cash-equivalent collateral.

Investment company securities. The Fund may invest in securities issued by
other open-end management investment companies which principally invest in
securities of the type in which the Fund invests. Under the 1940 Act, the
Fund's investment in such securities currently is limited, subject to certain
exceptions, to (i) 3% of the total voting stock of any one investment company,

8
<PAGE>

(ii) 5% of the Fund's net assets with respect to any one investment company and
(iii) 10% of the Fund's net assets in the aggregate. Investments in the
securities of other investment companies generally will involve duplication of
advisory fees and certain other expenses. The Fund may also purchase shares of
exchange-listed closed-end funds.

Illiquid securities. To the extent that such investments are consistent with
its investment objective, the Fund may invest up to 15% of the value of its net
assets in securities as to which a liquid trading market does not exist. Such
securities may include securities that are not readily marketable, such as
privately issued securities and other securities that are subject to legal or
contractual restrictions on resale, floating- and variable-rate demand
obligations as to which the Fund cannot exercise a demand feature on not more
than seven days' notice and as to which there is no secondary market and
repurchase agreements providing for settlement more than seven days after
notice.

Obligations of Foreign Governments, Banks and Corporations. The Fund may invest
in U.S. dollar-denominated short-term obligations issued or guaranteed by one or
more foreign governments or any of their political subdivisions, agencies or
instrumentalities that are determined by its investment adviser to be of
comparable quality to the other obligations in which the Fund may invest.

To the extent that such investments are consistent with its investment
objective, the Fund may also invest in debt obligations of supranational
entities. Supranational entities include international organizations designated
or supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the Asian
Development Bank and the InterAmerican Development Bank. The percentage of the
Fund's assets invested in obligations of foreign governments and supranational
entities will vary depending on the relative yields of such securities, the
economic and financial markets of the countries in which the investments are
made and the interest rate climate of such countries.

The Fund may also invest a portion of its total assets in high quality, short-
term (one year or less) debt obligations of foreign branches of U.S. banks or
U.S. branches of foreign banks that are denominated in and pay interest in U.S.
dollars.

U.S. Government Obligations. The Fund may invest in various types of U.S.
Government obligations. U.S. Government obligations include securities issued
or guaranteed as to principal and interest by the U.S. Government and supported
by the full faith and credit of the U.S. Treasury. U.S. Treasury obligations
differ mainly in the length of their maturity. Treasury bills, the most
frequently issued marketable government securities, have a maturity of up to one
year and are issued on a discount basis. U.S. Government obligations also
include securities issued or guaranteed by federal agencies or
instrumentalities, including government-sponsored enterprises. Some obligations
of such agencies or instrumentalities of the U.S. Government are supported by
the full faith and credit of the United States or U.S. Treasury guarantees.
Other obligations of such agencies or instrumentalities of the U.S. Government
are supported by the right of the

9
<PAGE>

issuer or guarantor to borrow from the U.S. Treasury. Others are supported by
the discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality or only by the credit of the agency
or instrumentality issuing the obligation.

In the case of obligations not backed by the full faith and credit of the United
States, the investor must look principally to the agency or instrumentality
issuing or guaranteeing the obligation for ultimate repayment, which agency or
instrumentality may be privately owned. There can be no assurance that the U.S.
government would provide financial support to its agencies or instrumentalities
(including government-sponsored enterprises) where it is not obligated to do so.
In addition, U.S. government obligations are subject to fluctuations in market
value due to fluctuations in market interest rates. As a general matter, the
value of debt instruments, including U.S. government obligations, declines when
market interest rates increase and rises when market interest rates decrease.
Certain types of U.S. government obligations are subject to fluctuations in
yield or value due to their structure or contract terms.

Unrated, Downgraded and Below Investment Grade Investments. The Fund may
purchase instruments that are not rated if, in the opinion of its investment
advisor, such obligations are of investment quality comparable to other rated
investments that are permitted to be purchased by the Fund. After purchase by
the Fund, a security may cease to be rated or its rating may be reduced below
the minimum required for purchase by the Fund. Neither event will require a
sale of such security by the Fund provided that the amount of such securities
held by the Fund does not exceed 5% of the Fund's net assets. To the extent the
ratings given by Moody's or S&P may change as a result of changes in such
organizations or their rating systems, the Fund will attempt to use comparable
ratings as standards for investments in accordance with the investment policies
contained in this SAI. The ratings of Moody's and S&P are more fully described
in the Appendix to this SAI.

Because the Fund is not required to sell downgraded securities, the Fund could
hold up to 5% of its net assets in debt securities rated below "Baa" by Moody's
or below "BBB" by S&P or in unrated, low quality (below investment grade)
securities. Although they may offer higher yields than do higher rated
securities, low rated, and unrated, low quality debt securities generally
involve greater volatility of price and risk of principal and income, including
the possibility of default by, or bankruptcy of, the issuers of the securities.
In addition, the markets in which low rated and unrated, low quality debt are
traded are more limited than those in which higher rated securities are traded.
The existence of limited markets for particular securities may diminish the
Fund's ability to sell the securities at fair value either to meet redemption
requests or to respond to changes in the economy or in the financial markets and
could adversely affect and cause fluctuations in the daily net asset value of
the Fund's shares.

Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of low rated or unrated, low
quality debt securities, especially in a thinly traded market. Analysis of the
creditworthiness of issuers of low rated or unrated, low quality debt securities
may be more complex than for issuers of higher rated securities, and the ability
of the Fund to achieve its investment objective may, to the extent it holds low
rated or

10
<PAGE>

unrated low quality debt securities, be more dependent upon such
creditworthiness analysis than would be the case if the Fund held exclusively
higher rated or higher quality securities.

Low rated or unrated low quality debt securities may be more susceptible to real
or perceived adverse economic and competitive industry conditions than
investment grade securities. The prices of such debt securities have been found
to be less sensitive to interest rate changes than higher rated or higher
quality investments, but more sensitive to adverse economic downturns or
individual corporate developments. A projection of an economic downturn or of a
period of rising interest rates, for example, could cause a decline in low rated
or unrated, low quality debt securities prices because the advent of a recession
could dramatically lessen the ability of a highly leveraged company to make
principal and interest payments on its debt securities. If the issuer of the
debt securities defaults, the Fund may incur additional expenses to seek
recovery.

Warrants. To the extent that such investments are consistent with its
investment objective, the Fund may invest up to 5% of its net assets in
warrants. Warrants represent rights to purchase securities at a specific price
valid for a specific period of time. The prices of warrants do not necessarily
correlate with the prices of the underlying securities. The Fund may only
purchase warrants on securities in which the Fund may invest directly.

Securities Related Businesses. The 1940 Act limits the ability of the Fund to
invest in securities issued by companies deriving more than 15% of their gross
revenues from securities related activities ("financial companies").

Portfolio Turnover Rate. The portfolio turnover rate for the Fund generally is
not expected to exceed __%. This portfolio turnover rate will not be a limiting
factor when the investment advisor deems portfolio changes appropriate.
Turnover of portfolio securities results in brokerage and other transactional
expenses for the Fund. Accordingly, a high turnover rate will result in higher
Fund expenses.

FUND POLICIES

Fundamental Investment Restrictions

The following are the Fund's fundamental investment restrictions which, along
with the Fund's investment objective, cannot be changed without shareholder
approval by a vote of a majority of the outstanding shares of the Fund, as set
forth in the 1940 Act.

Unless noted otherwise, if a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a change
in the Fund's assets (i.e., due to cash inflows or redemptions) or in market
value of the investment or the Fund's assets will not constitute a violation of
that restriction.

11
<PAGE>

Unless indicated otherwise below, the Fund:

1. may not invest 25% or more of the Fund's total assets in any one industry.
Investments in securities issued by the U.S. government or states or local
governments or related agencies and instrumentalities are not considered to be
an industry for these purposes;

2. may not issue senior securities, except as permitted under the 1940 Act;

3. may (i) borrow money from banks and (ii) make other investments or engage in
other transactions permissible under the 1940 Act which may involve a borrowing,
provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the
value of the Fund's total assets (including the amount borrowed), less the
Fund's liabilities (other than borrowings), except that the Fund may borrow up
to an additional 5% of its total assets (not including the amount borrowed) from
a bank for temporary or emergency purposes. The Fund may also borrow money from
other persons to the extent permitted by applicable law;

4. may not act as an underwriter of another issuer's securities, except to the
extent that the Fund may be deemed to be an underwriter within the meaning of
the Securities Act of 1933, as amended, in connection with the disposition of
portfolio securities;

5. may not purchase or sell real estate, although it may purchase securities
secured by real estate or interests therein, or securities issued by companies
which invest in real estate, or interests therein;

6. may not purchase or sell physical commodities or commodities contracts. This
restriction shall not prohibit the Fund, subject to restrictions described in
the Prospectus and elsewhere in this Statement of Additional Information, from
purchasing, selling or entering into futures contracts, options on futures
contracts and other derivative instruments, subject to compliance with any
applicable provisions of the federal securities or commodities laws;

7. may not lend any funds or other assets, except that the Fund may, consistent
with its investment objective and policies: (a) invest in certain short-term or
temporary debt obligations, even though the purchase of such obligations may be
deemed to be the making of loans, (b) enter into repurchase agreements, and (c)
lend its portfolio securities in an amount not to exceed 33 1/3% of the Fund's
total assets, provided such loans are made in accordance with applicable
guidelines established by the Securities and Exchange Commission and the
Trustees of the Fund.

8. may, notwithstanding any other fundamental investment policy or restriction,
invest all of its assets in the securities of a single open-end management
investment company with substantially the same fundamental investment objective,
policies, and restrictions as the Fund.

12
<PAGE>

Non-Fundamental Operating Restrictions

The following are the Fund's non-fundamental operating restrictions, which may
be changed by the Fund's Board of Trustees without shareholder approval.

Unless indicated otherwise below, the Fund may not:

1. pledge, mortgage or hypothecate its assets, except to the extent necessary to
secure permitted borrowings and to the extent related to the purchase of
securities on a when-issued or forward commitment basis and the deposit of
assets in escrow in connection with writing covered put and call options and
collateral and initial or variation margin arrangements with respect to options,
forward contracts, futures contracts, including those relating to indexes, and
options on futures contracts or indexes;

2. purchase securities of other investment companies, except to the extent
permitted under the 1940 Act;

3. invest in illiquid securities if, as a result of such investment, more than
15% of its net assets would be invested in illiquid securities, or such other
amounts as may be permitted under the 1940 Act; and

4. may, notwithstanding any other fundamental investment policy or restriction,
invest all of its assets in the securities of a single open-end management
investment company with substantially the same fundamental investment objective,
policies, and restrictions as the Fund.

Temporary Defensive Position

During periods of unusual economic or market conditions or for temporary
defensive positions or liquidity, the Fund may invest without limit in cash and
in U.S. dollar-denominated high quality money market and other short-term
instruments. These investments may result in a lower investment return than
would have been obtained had the Fund adhered to its standard investment
policies.

TRUSTEES AND OFFICERS

The Board of Trustees (the "Board") has the responsibility for the overall
management of the Fund, including general supervision and review of its
investment activities and conformity with Delaware law and the stated policies
of the Fund. The Board elects the officers of the Fund who are responsible for
administering the Fund's day-to-day operations. The Trustees and officers of
the Fund, together with information as to their principal business occupations
during the last five years, and other information are shown below. Each
"interested or affiliated person," as defined in the 1940 Act, is indicated by
an asterisk (*):

13
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Name, Address, and Age Position(s) Held with the Fund Principal Occupation(s) During the
Past 5 Years
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Trustee and Chairman of the
Board

Trustee

President

Vice President and Treasurer

Assistant Treasurer

Vice President and
Secretary

Assistant Secretary
</TABLE>

The Fund pays each non-affiliated Trustee a fee of $1,000 per Board meeting,
plus an annual retainer of $15,000. In addition, the Fund reimburses each of
the non-affiliated Trustees for travel and other expenses incurred in connection
with attendance at such meetings. Other officers and Trustees of the Fund
receive no compensation or expense reimbursement. The following table provides
an estimate of each Trustee's compensation for the current fiscal year.

Estimated Compensation Table

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Total Compensation From
Name of Person, Position Aggregate Fund Complex
Compensation from Expected to be Paid to
the Fund Trustees
---------------------------------------------------------------------------------------------------
<S> <C> <C>
___ ___
___ ___
___ ___
___ ___
___ ___
</TABLE>

14
<PAGE>

No Trustee will receive any benefits upon retirement. Thus, no pension or
retirement benefits have accrued as part of the Fund's expenses.
____________

Control Persons and Principal Holders of Securities

A shareholder that owns more than 25% of the Fund's voting securities is
presumed to control the Fund under the 1940 Act. As of __________, 2001,
Scudder Weisel owned 100% of the Fund's outstanding shares. There are no other
shareholders holding 25% or more of the Fund's outstanding shares as of the date
of this SAI. For information about Scudder Weisel, see "Investment Management"
below.

INVESTMENT MANAGEMENT

Investment Manager. Subject to general supervision of the Board and in
accordance with the investment objective, policies and restrictions of the Fund,
Scudder Weisel provides the Fund with ongoing investment guidance and policy
direction.

For its advisory services, the Fund pays Scudder Weisel an investment management
fee at an annual rate equal to __% of the Fund's average daily net assets.
Scudder Weisel has entered into a sub-advisory agreement (a "Sub-Advisory
Agreement") with ____ ("__"), to delegate the day-to-day discretionary
management of the Fund's assets, subject to the supervision of Scudder Weisel,
as described above. _____, located at ____, has provided asset management and
advisory services since ___________. As of ___________, 2000, ____ and its
affiliates provided investment advisory services for over $__ billion of assets.
Scudder Weisel compensates ____ for its advisory services with respect to the
Scudder Weisel Capital Growth Opportunity Fund.

Under the Sub-Advisory Agreement, ____ is responsible for the day-to-day
management of the Fund's assets pursuant to the Fund's investment objective and
restrictions. The Sub-Advisory Agreement is subject to the same Board approval,
oversight and renewal process as the Investment Management Agreement.

15
<PAGE>

Both the Investment Management Agreement and the Sub-Advisory Agreement will
continue in effect for more than two years provided the continuance is approved
annually (i) by the holders of a majority of the Fund's outstanding voting
securities or by the Fund's Board of Trustees and (ii) by a majority of the
Trustees of the Fund who are not parties to the Investment Management Agreement
or the Sub-Advisory Agreement or affiliates of any such party. Both the
Investment Management Agreement and the Sub-Advisory Agreement may be terminated
on 60 days' written notice any such party and will terminate automatically if
assigned.

____ may manage assets for other investment companies or accounts and may
employ various strategies in the course of such asset management. If these
strategies indicate particular securities should be purchased or sold at the
same time by the Fund and one or more of these investment companies or accounts,
available investments or opportunities for sales will be allocated equitably to
the clients of ____. In some cases, these procedures may adversely affect the
size of the position obtained for or disposed of by the Fund or the price paid
or received by the Fund.

The Fund and Scudder Weisel are seeking an exemptive order from the SEC that
would permit Scudder Weisel, subject to approval by the Board, to add or
eliminate investment sub-advisers in Scudder Weisel's sole discretion without
approval by the Fund's shareholders. If granted, such relief would require
shareholder notification in the event of any change in investment sub-advisers.
There is no assurance the exemptive order will be granted.

SERVICE PROVIDERS

Principal Underwriter. Scudder Weisel, the Fund's investment manager, is also
the distributor of the Fund's shares.

Administrator. State Street Bank and Trust Company ("State Street" or the
"Administrator"), whose principal business address is 225 Franklin Street,
Boston, Massachusetts, 02110, serves as administrator for the Fund pursuant to
an administration agreement ("Administration Agreement"). State Street has
agreed to maintain office facilities for the Fund; oversee the computation of
the Fund's net asset value, net income and realized capital gains, if any;
perform recordkeeping services for the Fund; furnish statistical and research
data, clerical services, and stationery and office supplies; prepare and file
various reports with the appropriate regulatory agencies; and prepare various
materials required by the SEC. State Street may enter into an agreement with
one or more third parties pursuant to which such third parties will provide
administrative services on behalf of the Fund.

The Administration Agreement provides that the Administrator performing services
thereunder shall not be liable under the Agreement except for its bad faith,
negligence or willful misconduct in the performance of its duties and
obligations thereunder.

16
<PAGE>

Custodian. State Street also serves as custodian of the assets of the Fund
("Custodian") and has custody of all securities and cash of the Fund, delivers
and receives payment for securities sold, receives and pays for securities
purchased, collects income from investments, and performs other duties, all as
directed by the officers of the Fund. The Custodian has no responsibility for
any of the investment policies or decisions of the Fund.

Transfer Agent and Dividend Disbursing Agent. Kemper Service Company, whose
principal business address is 811 Main Street, Kansas City, MO 64105-2005, has
been selected to serve as the Fund's transfer agent and dividend paying agent
(the "Transfer Agent"). The Transfer Agent issues and repurchases shares of the
Fund, addresses and mails all communications by the Fund to its record owners,
including reports to shareholders, dividend and distribution notices and proxy
materials for any meetings of shareholders, maintains shareholder accounts,
responds to correspondence of the Fund, and makes periodic reports to the Board
of Trustees concerning the operations of the Fund as requested. The Transfer
Agent may delegate some or all of these responsibilities to a sub-transfer agent
at its discretion from time to time. The Transfer Agent is affiliated with
Scudder Weisel. It is anticipated that an affiliate of Scudder Weisel will
succeed the Transfer Agent upon completion of the transfer agency organizational
process, although the Transfer Agent may continue to perform transfer agency
services for the Fund.

Administrative Services. Shareholder services are provided to the Fund under a
Shareholder Services Agreement ("Services Agreement") with Scudder Weisel.
Scudder Weisel bears all its expenses of providing services pursuant to the
Services Agreement, including the payment of service fees. For the services
under the Services Agreement, the Fund pays Scudder Weisel a shareholder
services fee, payable monthly, at an annual rate of up to 0.50% of average daily
net assets of the shares of the Fund.

Scudder Weisel enters into related arrangements with various broker-dealer firms
and other service or administrative firms ("intermediaries") that provide
services and facilities for their customers or clients who are investors in the
Fund. The intermediaries provide such office space and equipment, telephone
facilities and personnel as is necessary or beneficial for providing information
and services to their clients. Such services and assistance may include, but
are not limited to, the provision of personal, continuing services to investors
in the Fund; receiving, aggregating and processing purchase and redemption
orders; maintaining retirement plan accounts and providing and maintaining
retirement plan records; communicating periodically with shareholders and
providing information and responding to questions about the Fund, the shares,
and handling correspondence from shareholders about their accounts; acting as
the sole shareholder of record and nominee for shareholders; maintaining account
records and providing beneficial owners with account statements; processing
dividend payments; issuing shareholder reports and transaction confirmations;
providing subaccounting services for shares held beneficially; forwarding
shareholder communications to beneficial owners; receiving, tabulating and
transmitting proxies executed by beneficial owners; general account
administration activities; and providing such other similar services as the Fund
may reasonably request to the extent the intermediary is permitted to do so
under applicable statutes, rules, or regulations.

17
<PAGE>

Scudder Weisel pays each intermediary a service fee, normally payable quarterly,
at an annual rate of up to 0.50% of the net assets in Fund accounts that the
intermediary maintains and services, commencing with the month after investment.
Services to which service fees may be paid may include affiliates of Scudder
Weisel.

Scudder Weisel also may provide some of the above services and may retain any
portion of the fee under the Services Agreement not paid to intermediaries to
compensate itself for administrative functions performed for the Fund, including
with respect to customers of Scudder Weisel. In addition, Scudder Weisel may,
from time to time, from its own resources, pay certain intermediaries additional
amounts for ongoing administrative services and assistance provided to their
customers and clients who are shareholders of the Fund.

Independent Accountants. _____________________________, located at ____, acts as
independent accountants for the Fund.

Legal Counsel. Dechert, 1775 Eye Street N.W., Washington, DC 20006-2401, acts
as legal counsel for the Fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE SELECTION

The Fund has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. Pursuant to the Sub-Advisory
Agreement and subject to policies established by the Board and the supervision
of Scudder Weisel, and ____ each, an "Adviser," are responsible for the Fund's
investment portfolio decisions and the placing of portfolio transactions. In
placing orders, it is the policy of the Fund to obtain the best results taking
into account the broker-dealer's general execution and operational facilities,
the type of transaction involved and other factors such as the broker-dealer's
risk in positioning the securities involved. While an Adviser generally seeks
reasonably competitive spreads or commissions, the Fund will not necessarily be
paying the lowest spread or commission available.

Purchase and sale orders of the securities held by the Fund may be combined with
those of other accounts that an Adviser manages, and for which an adviser has
brokerage placement authority, in the interest of seeking the most favorable
overall net results. When an Adviser determines that a particular security
should be bought or sold for the Fund and other accounts managed by an Adviser,
the Adviser undertakes to allocate those transactions among the participants
equitably.

The Fund may place orders for the purchase and sale of exchange-listed portfolio
securities with a broker-dealer that is an affiliate of the Adviser where, in
the judgment of the Adviser, such firm will be able to obtain a price and an
execution at least as favorable as other qualified broker-dealers.

Pursuant to rules of the SEC, a broker-dealer that is an affiliate of the
Adviser may receive and retain compensation for effecting portfolio transactions
for a Fund on a securities exchange if the

18
<PAGE>

commissions paid to such an affiliated broker-dealer by a Fund on exchange
transactions do not exceed "usual and customary brokerage commissions." The
rules define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee, or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." As required by
applicable SEC rules, the Board of Trustees has adopted procedures which are
reasonably designed to provide that any commissions, fees or other remuneration
paid to an affiliated broker are consistent with the foregoing standards.

Purchases and sales of equity securities on a securities exchange are effected
through brokers who charge a negotiated commission for their services. Orders
may be directed to any broker including, to the extent and in the manner
permitted by applicable law, affiliates of Scudder Weisel, including __________
(the "Affiliated Broker"). Absent an SEC exemption or other relief, the Fund
generally is precluded from effecting principal transactions with the Affiliated
Broker, and its ability to purchase securities being underwritten by an
Affiliated Broker or to utilize any Affiliated Broker for agency transactions is
subject to restrictions intended to ensure that, among other things, any
compensation paid by the Fund to an Affiliated Broker is fair and reasonable.
__________ frequently acts as an underwriter in connection with initial public
offerings of companies in the technology sector. The Fund's ability to purchase
securities in an underwriting in which __________ or another Affiliated Broker
participates is limited pursuant to Rule 10f-3 under the 1940 Act. The
limitations imposed under this Rule may impact the Fund's ability to take
advantage of market opportunities and the Fund's overall performance.

In the over-the-counter market, securities are generally traded on a "net" basis
with dealers acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a profit to the
dealer. In underwritten offerings, securities are purchased at a fixed price
that includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount.

In placing orders for portfolio securities of the Fund, an Adviser is required
to give primary consideration to obtaining the most favorable price and
efficient execution. This means that an Adviser seeks to execute each
transaction at a price and commission, if any, that provide the most favorable
total cost or proceeds reasonably attainable in the circumstances. While an
Adviser generally seeks reasonably competitive spreads or commissions, the Fund
will not necessarily be paying the lowest spread or commission available. In
executing portfolio transactions and selecting brokers or dealers, an Adviser
seeks to obtain the best overall terms available for the Fund. In assessing the
best overall terms available for any transaction, an Adviser considers factors
deemed relevant, including the 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 the commission, if any, both for the
specific transaction and on a continuing basis. Rates are established pursuant
to negotiations with the broker based on the quality and quantity of execution
services provided by the broker in the light of generally

19
<PAGE>

prevailing rates. The allocation of orders among brokers and the commission
rates paid are reviewed periodically by the Fund's Board of Trustees.

When it can be done consistent with the policy of obtaining the most favorable
net results, an Adviser may place orders with broker-dealers who supply
research, market and statistical information to the Fund or an Adviser. The
term "research, market and statistical information" 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.
An Adviser is authorized when placing portfolio transactions for the Fund to pay
a brokerage commission in excess of that which another broker might charge for
executing the same transaction on account of the receipt of research, market or
statistical information. In effecting transactions in over-the-counter
securities, orders are placed with the principal market makers for the security
being traded unless, after exercising care, it appears that more favorable
results are available elsewhere.

Although certain research, market and statistical information from broker-
dealers may be useful to the Fund and to an Adviser, it is the opinion of each
Adviser that such information only supplements its own research effort since the
information must still be analyzed, weighed and reviewed by the Adviser's staff.
Such information may be useful to an Adviser in providing services to clients
other than the Fund and not all such information is used by an Adviser in
connection with the Fund. Conversely, such information provided to an Adviser
by broker-dealers with whom other clients of an Adviser effect securities
transactions may be useful to an Adviser in providing services to the Fund.

Certain of the brokers or dealers with whom the Fund may transact business offer
commission rebates to the Fund. Each Adviser considers such rebates in
assessing the best overall terms available for any transaction. The overall
reasonableness of brokerage commissions paid is evaluated by ___________ based
upon its knowledge of available information as to the general level of
commission paid by other institutional investors for comparable services.

ORGANIZATION, DIVIDEND AND VOTING RIGHTS

The Portfolio is currently the only operating series of the Trust. The
Portfolio is currently authorized to issue Class A and Class O shares.

All shareholders of the Fund may vote on each matter presented to shareholders,
except with respect to matters affecting a particular class, in which case,
pursuant to Rule 18f-3 under the 1940 Act, only those shareholders of the
particular class will vote. Fractional shares have the same rights
proportionately as do full shares. Shareholders are not entitled to any
preemptive rights. All shares, when issued, will be fully paid and non-
assessable by the Fund. Shares of the Fund have no preemptive, conversion, or
subscription rights. If the Fund issues additional series, each series of
shares will be held separately by the custodian, and in effect each series will
be a separate fund.

20
<PAGE>

All shares of the Fund have equal voting rights. Approval by the shareholders
of a fund is effective as to that fund whether or not sufficient votes are
received from the shareholders of the other investment portfolios to approve the
proposal as to those investment portfolios.

Generally, the Fund will not hold an annual meeting of shareholders unless
required by the 1940 Act. The Fund will hold a special meeting of its
shareholders for the purpose of voting on the question of removal of a Trustee
or Trustees if requested in writing by the holders of at least 10% of the Fund's
outstanding voting securities, and to assist in communicating with other
shareholders as required by Section 16(c) of the 1940 Act.

Each share of the Fund represents an equal proportional interest in the Fund and
is entitled to such dividends and distributions out of the income earned on the
assets belonging to the Fund as are declared in the discretion of the Trustees.
In the event of the liquidation or dissolution of the Fund, shareholders of a
Fund are entitled to receive the assets attributable to the Fund that are
available for distribution, and a distribution of any general assets not
attributable to a particular investment portfolio that are available for
distribution in such manner and on such basis as the Trustees in their sole
discretion may determine.

The Declaration of Trust further provides that obligations of the Fund are not
binding upon its trustees individually but only upon the property of the Fund
and that the Trustees will not be liable for any action or failure to act, but
nothing in the Declaration of Fund protects a trustee against any liability to
which a trustee would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of the Trustee's office.

Under Delaware law, the shareholders of the Fund are not generally subject to
liability for the debts or obligations of the Fund. Similarly, Delaware law
provides that a series of the Fund will not be liable for the debts or
obligations of any other series of the Fund. However, no similar statutory or
other authority limiting business trust shareholder liability exists in other
states or jurisdictions. As a result, to the extent that a Delaware business
trust or a shareholder is subject to the jurisdiction of courts of such other
states or jurisdictions, the courts may not apply Delaware law and may thereby
subject the Delaware business trust shareholders to liability. To guard against
this risk, the Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of a Portfolio. Notice of such
disclaimer will generally be given in each agreement, obligation or instrument
entered into or executed by a series or the Trustees. The Declaration of Trust
also provides for indemnification by the relevant series for all losses suffered
by a shareholder as a result of an obligation of the series. In view of the
above, the risk of personal liability of shareholders of a Delaware business
trust is remote.

The fiscal year of the Fund ends on _________.

21
<PAGE>

SHAREHOLDER INFORMATION

Shares are sold through the Distributor and selected dealers.

Pricing of Fund Shares. Shares of the Fund are sold at net asset value, plus
any applicable sales charge with respect to Class A and Class O shares. The net
asset value of the Fund will be determined as of the close of trading on each
day the New York Stock Exchange ("NYSE") is open for trading. The NYSE is open
for trading Monday through Friday except on national holidays observed by the
NYSE.

Retirement Plans. Shares of the Fund may be purchased in connection with
various types of tax deferred retirement plans, including individual retirement
accounts ("IRAs"), qualified plans, deferred compensation for public schools and
charitable organizations (403(b) plans) and simplified employee pension IRAs.
An individual or organization considering the establishment of a retirement plan
should consult with an attorney and/or an accountant with respect to the terms
and tax aspects of the plan. A $10.00 annual custodial fee is also charged on
IRAs. This custodial fee is due by December 15 of each year and may be paid by
check or shares liquidated from a shareholder's account.

Redemptions. The redemption price for Fund shares is the net asset value next
determined after receipt of the redemption request in proper order.

Other Redemption Information. Redemption proceeds are normally paid in cash.
However, the Fund may pay the redemption price in whole or part by a
distribution in kind of securities from the portfolio of the Fund, in lieu of
cash, in conformity with applicable rules of the SEC. If shares are redeemed in
kind, the redeeming shareholder might incur transaction costs in converting the
assets into cash.

The Fund reserves the right to suspend or postpone redemptions during any period
when: (i) trading on the New York Stock Exchange (the "NYSE") is restricted by
applicable rules and regulations of the SEC; (ii) the NYSE is closed other than
for customary weekend and holiday closings; (iii) the SEC has by order permitted
such suspension or postponement for the protection of the shareholders; or (iv)
an emergency, as determined by the SEC, exists, making disposal of portfolio
securities or valuation of net assets of the Fund not reasonably practicable.

The Fund may involuntarily redeem an investor's shares if the net asset value of
such shares is less than $250; provided that involuntary redemptions will not
result from fluctuations in the value of an investor's shares. A notice of
redemption, sent by first-class mail to the investor's address of record, will
fix a date not less than 30 days after the mailing date, and shares will be
redeemed at the net asset value at the close of business on that date unless
sufficient additional shares are purchased to bring the aggregate account value
up to $250 or more. A check for the redemption proceeds payable to the investor
will be mailed to the investor at the address of record.

22
<PAGE>

NET ASSET VALUE

The net asset value per share of the Fund is the value of one share and is
determined separately for each class by dividing the value of the Fund's net
assets attributable to that class by the number of shares of that class
outstanding. The per share net asset value of classes of shares will vary based
on expenses borne by each class. The net asset value of shares of the Fund is
computed as of the close of regular trading on the NYSE on each day the NYSE is
open for trading. The NYSE is scheduled to be closed on the following holidays:
New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

Portfolio securities for which market quotations are readily available are
generally valued at market value as of the time and in the manner described
below. All other securities may be valued at fair value as determined in good
faith by or under the direction of the Board.

Securities listed primarily on foreign exchanges may trade on days when the
Fund's net asset value is not computed, and therefore, the net asset value of a
Fund may be significantly affected on days when investors have no access to the
Fund.

An exchange-traded equity security is valued at its most recent sale price.
Lacking any sales, the security is valued at the calculated mean between the
most recent bid quotation and the most recent asked quotation (the "Calculated
Mean"). Lacking a Calculated Mean, the security is valued at the most recent bid
quotation. An equity security which is traded on The Nasdaq Stock Market Inc.
("Nasdaq") is valued at its most recent sale price. Lacking any sales, the
security is valued at the most recent bid quotation. The value of an equity
security not quoted on Nasdaq, but traded in another over-the-counter market is
its most recent sale price. Lacking any sales, the security is valued at the
Calculated Mean. Lacking a Calculated Mean, the security is valued at the most
recent bid quotation.

Debt securities are valued at prices supplied by the Fund's pricing agent(s)
which reflect broker-dealer supplied valuations and electronic data processing
techniques. Money market instruments purchased with an original maturity of
sixty days or less, maturing at par, shall be valued at amortized cost, which
the Board believes approximates market value. If it is not possible to value a
particular debt security pursuant to these valuation methods, the value of such
security is the most recent bid quotation supplied by a bona fide market maker.
If it is not possible to value a particular debt security pursuant to the above
methods, the Adviser may calculate the price of that debt security, subject to
limitations established by the Board.

An exchange-traded options contract on securities, currencies, futures and other
financial instruments is valued at its most recent sale price on such exchange.
Lacking any sales, the options contract is valued at the Calculated Mean.
Lacking any Calculated Mean, the options contract is valued at the most recent
bid quotation in the case of a purchased options contract, or the most recent
asked quotation in the case of a written options contract. An options contract
on securities, currencies and other financial instruments traded over-the-
counter is valued at the most recent bid quotation in the case of a purchased
options contract and at the most recent asked

23
<PAGE>

quotation in the case of a written options contract. Futures contracts are
valued at the most recent settlement price.

If a security is traded on more than one exchange, or upon one or more exchanges
and the over-the-counter market, quotations are taken from the market in which
the security is traded most extensively.

If, in the opinion of the Valuation Committee of the Board, the value of a
portfolio asset as determined in accordance with these procedures does not
represent the fair market value of the portfolio asset, the value of the
portfolio asset is taken to be an amount which, in the opinion of the Valuation
Committee, represents fair market value on the basis of all available
information. The value of other portfolio holdings owned by the Fund is
determined in a manner which, in the discretion of the Valuation Committee, most
fairly reflects the fair market value of the property on the valuation date.

TAXATION

Set forth below is a discussion of certain U.S. federal income tax issues
concerning the Fund and the purchase, ownership, and disposition of Fund shares.
This discussion does not purport to be complete or to deal with all aspects of
federal income taxation that may be relevant to shareholders in light of their
particular circumstances. This discussion is based upon present provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder, and judicial and administrative ruling authorities, all
of which are subject to change, which change may be retroactive. Prospective
investors should consult their own tax advisors with regard to the federal tax
consequences of the purchase, ownership, or disposition of Fund shares, as well
as the tax consequences arising under the laws of any state, foreign country, or
other taxing jurisdiction.

Taxation of the Fund. The Fund intends to be taxed as a regulated investment
company under Subchapter M of the Code. Accordingly, the Fund must, among other
things, (a) derive in each taxable year at least 90% of its gross income from
dividends, interest, payments with respect to certain securities loans, and
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income derived with respect to its business of investing in
such stock, securities or currencies; and (b) diversify its holdings so that, at
the end of each fiscal quarter, (i) at least 50% of the value of the Fund's
total assets is represented by cash and cash items, U.S. Government securities,
the securities of other regulated investment companies and other securities,
with such other securities limited, in respect of any one issuer, to an amount
not greater than 5% of the value of the Fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government securities and the securities of other regulated investment
companies).

As a regulated investment company, the Fund generally is not subject to U.S.
federal income tax on income and gains that it distributes to shareholders, if
at least 90% of the Fund's investment company taxable income (which includes,
among other items, dividends, interest and the excess

24
<PAGE>

of any net short-term capital gains over net long-term capital losses) for the
taxable year is distributed. The Fund intends to distribute substantially all of
such income.

Amounts not distributed on a timely basis in accordance with a calendar year
distribution requirement are subject to a nondeductible 4% excise tax at the
Fund level. To avoid the tax, the Fund must distribute during each calendar
year an amount equal to the sum of (1) at least 98% of its ordinary income (not
taking into account any capital gains or losses) for the calendar year, (2) at
least 98% of its capital gains in excess of its capital losses (adjusted for
certain ordinary losses) for a one-year period generally ending on October 31 of
the calendar year, and (3) all ordinary income and capital gains for previous
years that were not distributed during such years. To avoid application of the
excise tax, the Fund intends to make distributions in accordance with the
calendar year distribution requirement.

Distributions. Distributions of investment company taxable income (including
net short-term capital gains) are taxable to a U.S. shareholder as ordinary
income, whether paid in cash or shares. Dividends paid by the Fund to a
corporate shareholder, to the extent such dividends are attributable to
dividends received by the Fund from U.S. corporations, may, subject to
limitation, be eligible for the dividends received deduction. However, the
alternative minimum tax applicable to corporations may reduce the value of the
dividends received deduction. Distributions of net capital gains (the excess of
net long-term capital gains over net short-term capital losses) designated by
the Fund as capital gain dividends, whether paid in cash or reinvested in Fund
shares, will generally be taxable to shareholders as long-term capital gain,
regardless of how long a shareholder has held Fund shares.

Shareholders will be notified annually as to the U.S. federal tax status of
distributions, and shareholders receiving distributions in the form of newly
issued shares will receive a report as to the net asset value of the shares
received. A distribution will be treated as paid on December 31 of a calendar
year if it is declared by the Fund in October, November or December of that year
with a record date in such a month and paid by the Fund during January of the
following year. Such distributions will be taxable to shareholders in the
calendar year in which the distributions are declared, rather than the calendar
year in which the distributions are received.

If the net asset value of shares is reduced below a shareholder's cost as a
result of a distribution by the Fund, such distribution generally will be
taxable even though it represents a return of invested capital. Investors
should be careful to consider the tax implications of buying shares of the Fund
just prior to a distribution. The price of shares purchased at this time will
include the amount of the forthcoming distribution, but the distribution will
generally be taxable to the shareholder.

Dispositions. Upon a redemption, sale or exchange of shares of the Fund, a
shareholder will realize a taxable gain or loss depending upon his or her basis
in the shares. A gain or loss will be treated as capital gain or loss if the
shares are capital assets in the shareholder's hands, and will be long-term
capital gain or loss if the shares are held for more than one year and short-
term capital gain or loss if the shares are held for not more than one year.
Any loss realized on a redemption, sale or exchange will be disallowed to the
extent the shares disposed of are replaced

25
<PAGE>

(including through reinvestment of dividends) within a period of 61 days,
beginning 30 days before and ending 30 days after the shares are disposed of. In
such a case the basis of the shares acquired will be adjusted to reflect the
disallowed loss. If a shareholder holds Fund shares for six months or less and
during that period receives a distribution taxable to the shareholder as long-
term capital gain, any loss realized on the sale of such shares during such six-
month period would be a long-term loss to the extent of such distribution.

Backup Withholding. The Fund generally will be required to withhold federal
income tax at a rate of 31% ("backup withholding") from dividends paid, capital
gain distributions, and redemption proceeds to shareholders if (1) the
shareholder fails to furnish the Fund with the shareholder's correct taxpayer
identification number or social security number, (2) the IRS notifies the
shareholder or the Fund that the shareholder has failed to report properly
certain interest and dividend income to the IRS and to respond to notices to
that effect, or (3) when required to do so, the shareholder fails to certify
that he or she is not subject to backup withholding. Any amounts withheld may
be credited against the shareholder's federal income tax liability.

Other Taxation. Distributions may be subject to additional state, local and
foreign taxes, depending on each shareholder's particular situation.

Options, Futures and Forward Contracts. Any regulated futures contracts and
certain options (namely, nonequity options and dealer equity options) in which
the Fund may invest may be "section 1256 contracts." Gains (or losses) on these
contracts generally are considered to be 60% long-term and 40% short-term
capital gains or losses. Also, section 1256 contracts held by the Fund at the
end of each taxable year (and on certain other dates prescribed in the Code) are
"marked to market" with the result that unrealized gains or losses are treated
as though they were realized.

Transactions in options, futures and forward contracts undertaken by the Fund
may result in "straddles" for federal income tax purposes. The straddle rules
may affect the character of gains (or losses) realized by the Fund, and losses
realized by the Fund on positions that are part of a straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
the taxable income for the taxable year in which the losses are realized. In
addition, certain carrying charges (including interest expense) associated with
positions in a straddle may be required to be capitalized rather than deducted
currently. Certain elections that the Fund may make with respect to its
straddle positions may also affect the amount, character and timing of the
recognition of gains or losses from the affected positions.

Because only a few regulations implementing the straddle rules have been
promulgated, the consequences of such transactions to the Fund are not entirely
clear. The straddle rules may increase the amount of short-term capital gain
realized by the Fund, which is taxed as ordinary income when distributed to
shareholders. Because application of the straddle rules may affect the
character of gains or losses, defer losses and/or accelerate the recognition of
gains or losses from the affected straddle positions, the amount which must be
distributed to shareholders as

26
<PAGE>

ordinary income or long-term capital gain may be increased or decreased
substantially as compared to a fund that did not engage in such transactions.

Constructive Sales. Under certain circumstances, the Fund may recognize gain
from a constructive sale of an "appreciated financial position" it holds if it
enters into a short sale, forward contract or other transaction that
substantially reduces the risk of loss with respect to the appreciated position.
In that event, the Fund would be treated as if it had sold and immediately
repurchased the property and would be taxed on any gain (but not loss) from the
constructive sale. The character of gain from a constructive sale would depend
upon the Fund's holding period in the property. Loss from a constructive sale
would be recognized when the property was subsequently disposed of, and its
character would depend on the Fund's holding period and the application of
various loss deferral provisions of the Code. Constructive sale treatment does
not apply to transactions closed in the 90-day period ending with the 30th day
after the close of the taxable year, if certain conditions are met.

UNDERWRITER

Distribution of Shares. Under a Distribution Agreement with the Fund
("Distribution Agreement"), Scudder Weisel acts as underwriter of the Fund's
shares. Pursuant to the Distribution Agreement, Scudder Weisel bears all of the
expenses it incurs in providing its services under that Agreement. Scudder
Weisel provides for the preparation of advertising or sales literature and bears
the cost of printing and mailing prospectuses to persons other than existing
shareholders. The Fund bears the cost of printing and mailing prospectuses and
reports to existing shareholders. Scudder Weisel bears the cost of qualifying
and maintaining the qualification of Fund shares for sale under the securities
laws of the various states and the Fund bears the expense of registering its
shares with the Commission. Scudder Weisel may enter into additional agreements
with various broker-dealers, including affiliates of Scudder Weisel, to provide
distribution services to investors.

The Distribution Agreement provides that the Distributor will use its best
efforts to distribute the Fund's shares.

PERFORMANCE INFORMATION

The Fund may advertise a variety of types of performance information as more
fully described below. The Fund's performance is historical and past
performance does not guarantee the future performance of the Fund. From time to
time, the Investment Advisor may agree to waive or reduce its management fee
and/or to reimburse certain operating expenses of the Fund. Waivers of
management fees and reimbursement of other expenses will have the effect of
increasing the Fund's performance.

Average Annual Total Return. The Fund's average annual total return quotation
will be computed in accordance with a standardized method prescribed by rules of
the SEC. The average annual total return for the Fund for a specific period is
calculated as follows:

27
<PAGE>

P(1+T)(To the power of n) = ERV

Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
N = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the applicable period at the end of the period.

The calculation assumes that all income and capital gains dividends paid by the
Fund have been reinvested at net asset value on the reinvestment dates during
the period and all recurring fees charges to all shareholder accounts are
included.

Total Return. Calculation of the Fund's total return is not subject to a
standardized formula. Total return performance for a specific period will be
calculated by first taking an investment (assumed below to be $1,000) ("initial
investment") in the Fund's shares on the first day of the period and computing
the "ending value" of that investment at the end of the period. The total
return percentage is then determined by subtracting the initial investment from
the ending value and dividing the remainder by the initial investment and
expressing the result as a percentage. The calculation assumes that all income
and capital gains dividends paid by the Fund have been reinvested at net asset
value of the Fund on the reinvestment dates during the period. Total return may
also be shown as the increased dollar value of the hypothetical investment over
the period.

Cumulative Total Return. Cumulative total return represents the simple change
in value of an investment over a stated period and may be quoted as a percentage
or as a dollar amount. Total returns and cumulative total returns may be broken
down into their components of income and capital (including capital gains and
changes in share price) in order to illustrate the relationship between these
factors and their contributions to total return.

Yield. The yield will be calculated based on a 30-day (or one-month) period,
computed by dividing the net investment income per share earned during the
period by the maximum offering price per share on the last day of the period and
annualizing the result, according to the following formula:

YIELD = 2[(a-b+1)(To the power of 6)-1],
---
cd

where:

a = dividends and interest earned during the period;
b = expenses accrued for the period (net of reimbursements);
c = the average daily number of shares outstanding during the period that were
entitled to receive dividends;

28
<PAGE>

d = the maximum offering price per share on the last day of the period.

The net investment income of a Fund includes actual interest income, plus or
minus amortized purchase discount (which may include original issue discount) or
premium, less accrued expenses. Realized and unrealized gains and losses on
portfolio securities are not included in a Fund's net investment income.

Performance Comparisons:

Lipper Analytical Services, Inc. ("Lipper") and Other Independent Ranking
Organizations. From time to time, in marketing and other fund literature, the
Fund's performance may be compared to the performance of other mutual funds in
general or to the performance of particular types of mutual funds with similar
investment goals, as tracked by independent organizations. Among these
organizations, Lipper, a widely used independent research firm which ranks
mutual funds by overall performance, investment objectives, and assets, may be
cited. Lipper performance figures are based on changes in net asset value, with
all income and capital gains dividends reinvested. Such calculations do not
include the effect of any sales charges imposed by other funds. The Fund may be
compared to Lipper's appropriate fund category, that is, by fund objective and
portfolio holdings. The Fund's performance may also be compared to the average
performance of its Lipper category.

Morningstar, Inc. The Fund's performance may also be compared to the
performance of other mutual funds by Morningstar, Inc., which rates funds on the
basis of historical risk and total return. Morningstar's ratings range from
five stars (highest) to one star (lowest) and represent Morningstar's assessment
of the historical risk level and total return of a fund as a weighted average
for 3, 5, and 10 year periods. Ratings are not absolute and do not represent
future results.

Independent Sources. Evaluations of fund performance made by independent
sources may also be used in advertisements concerning the Fund, including
reprints of, or selections from, editorials or articles about the Fund,
especially those with similar objectives. Sources for fund performance and
articles about the Fund may include publications such as Money, Forbes,
Kiplinger's, Smart Money, Financial World, Business Week, U.S. News and World
Report, The Wall Street Journal, Barron's, and a variety of investment
newsletters.

Indices. The Fund may compare its performance to a wide variety of indices.
There are differences and similarities between the investments that a Fund may
purchase and the investments measured by the indices. As a managed fund, the
Fund will have greater such differences than a fund whose investment
objective/policy is to track an index.

Historical Asset Class Returns. From time to time, marketing materials may
portray the historical returns of various asset classes. Such presentations
will typically compare the average annual rates of return of inflation, U.S.
Treasury bills, bonds, common stocks, and small stocks. There are important
differences between each of these investments that should be considered in
viewing any such comparison. The market value of stocks will fluctuate with
market conditions,

29
<PAGE>

and small-stock prices generally will fluctuate more than large-stock prices.
Stocks are generally more volatile than bonds. In return for this volatility,
stocks have generally performed better than bonds or cash over time. Bond prices
generally will fluctuate inversely with interest rates and other market
conditions, and the prices of bonds with longer maturities generally will
fluctuate more than those of shorter-maturity bonds. Interest rates for bonds
may be fixed at the time of issuance, and payment of principal and interest may
be guaranteed by the issuer and, in the case of U.S. Treasury obligations,
backed by the full faith and credit of the U.S. Treasury.

Portfolio Characteristics. In order to present a more complete picture of the
Fund's portfolio, marketing materials may include various actual or estimated
portfolio characteristics, including but not limited to median market
capitalizations, earnings per share, alphas, betas, price/earnings ratios,
returns on equity, dividend yields, capitalization ranges, growth rates,
price/book ratios, top holdings, sector breakdowns, asset allocations, quality
breakdowns, and breakdowns by geographic region.

Measures of Volatility and Relative Performance. Occasionally statistics may be
used to specify fund volatility or risk. The general premise is that greater
volatility connotes greater risk undertaken in achieving performance. Measures
of volatility or risk are generally used to compare the Fund's net asset value
or performance relative to a market index. One measure of volatility is beta.
Beta is the volatility of a fund relative to the total market as represented by
the Standard & Poor's 500 Stock Index. A beta of more than 1.00 indicates
volatility greater than the market, and a beta of less than 1.00 indicates
volatility less than the market. Another measure of volatility or risk is
standard deviation. Standard deviation is a statistical tool that measures the
degree to which a fund's performance has varied from its average performance
during a particular time period.

Standard deviation is calculated using the following formula:

Standard deviation = the square root of S(xi - xm)2
----------
n-1

Where: S = "the sum of",

xi = each individual return during the time period,
xm = the average return over the time period, and
n = the number of individual returns during the time period.

Statistics may also be used to discuss the Fund's relative performance. One
such measure is alpha. Alpha measures the actual return of a fund compared to
the expected return of a fund given its risk (as measured by beta). The
expected return is based on how the market as a whole performed, and how the
particular fund has historically performed against the market. Specifically,
alpha is the actual return less the expected return. The expected return is
computed by multiplying the advance or decline in a market representation by the
Fund's beta. A positive alpha quantifies the value that the fund manager has
added, and a negative alpha quantifies the

30
<PAGE>

value that the fund manager has lost. Other measures of volatility and relative
performance may be used as appropriate. However, all such measures will
fluctuate and do not represent future results.

Discussions of economic, social, and political conditions and their impact on
the Fund may be used in advertisements and sales materials. Such factors that
may impact the Fund include, but are not limited to, changes in interest rates,
political developments, the competitive environment, consumer behavior, industry
trends, technological advances, macroeconomic trends, and the supply and demand
of various financial instruments. In addition, marketing materials may cite the
portfolio management's views or interpretations of such factors.

CODE OF ETHICS

The Fund, Scudder Weisel, and each has adopted a code of
--------
ethics as required by applicable law, which is designed to prevent affiliated
persons of the Fund, the Fund, Scudder Weisel, and from
-------
engaging in deceptive, manipulative or fraudulent activities in connection with
securities held or to be acquired by the Fund (which may also be held by persons
subject to a code of ethics). There can be no assurance that the codes of
ethics will be effective in preventing such activities. Each code of ethics may
be examined at the office of the SEC in Washington, D.C. or on the Internet from
the SEC's website at http://www.sec.gov.

31
<PAGE>

APPENDIX

DESCRIPTION OF COMMERCIAL PAPER RATINGS

"A-1" and "Prime-1" Commercial Paper Ratings

The rating "A-1" (including "A-1+") is the highest commercial paper rating
assigned by S&P. Commercial paper rated "A-1" by S&P has the following
characteristics:

. liquidity ratios are adequate to meet cash requirements;
. long-term senior debt is rated "A" or better;
. the issuer has access to at least two additional channels of borrowing;
. basic earnings and cash flow have an upward trend with allowance made for
unusual circumstances;
. typically, the issuer's industry is well established and the issuer has a
strong position within the industry; and
. the reliability and quality of management are unquestioned.

Relative strength or weakness of the above factors determines whether the
issuer's commercial paper is rated "A-1", "A-2" or "A-3". Issues rated "A-1"
that are determined by S&P to have overwhelming safety characteristics are
designated "A-1+".

The rating "Prime-1" is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:

. evaluation of the management of the issuer;
. economic evaluation of the issuer's industry or industries and an appraisal
of speculative-type risks which may be inherent in certain areas;
. evaluation of the issuer's products in relation to competition and customer
acceptance;
. liquidity;
. amount and quality of long-term debt;
. trend of earnings over a period of ten years;
. financial strength of parent company and the relationships which exist with
the issuer; and
. recognition by the management of obligations which may be present or may
arise as a result of public interest questions and preparations to meet such
obligations.

DESCRIPTION OF BOND RATINGS

Bonds are considered to be "investment grade" if they are in one of the top four
ratings.

<PAGE>

S&P's ratings are as follows:

. Bonds rated "AAA" have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
. Bonds rated "AA" have a very strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than bonds in higher
rated categories.
. Bonds rated "A" have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than bonds in higher rated
categories.
. Bonds rated "BBB" are regarded as having an adequate capacity to pay interest
and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than in higher rated categories.
. Debt rated "BB", "B", "CCC", "CC" or "C" is regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation.
While such debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to
adverse debt conditions.
. The rating "C1" is reserved for income bonds on which no interest is being
paid.
. Debt rated "D" is in default and payment of interest and/or repayment of
principal is in arrears.

The ratings from "AA" to "CCC" may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.

Moody's ratings are as follows:

. Bonds which are rated "Aaa" are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.
. Bonds which are rated "Aa" are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long term risks appear somewhat larger than
in Aaa securities.
. Bonds which are rated "A" possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal

<PAGE>

and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.
. Bonds which are rated "Baa" are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well.
. Bonds which are rated "Ba" are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
. Bonds which are rated "B" generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
. Bonds which are rated "Caa" are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.
. Bonds which are rated "Ca" represent obligations which are speculative to a
high degree. Such issues are often in default or have other marked
shortcomings.
. Bonds which are rated "C" are the lowest class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

Moody's applies modifiers to each rating classification from "Aa" through "B" to
indicate relative ranking within its rating categories. The modifier "1"
indicates that a security ranks in the higher end of its rating category; the
modifier "2" indicates a mid-range ranking and the modifier "3" indicates that
the issue ranks in the lower end of its rating category.

<PAGE>

Scudder Weisel Capital LLC
88 Kearny Street
Suite 2100
San Francisco, CA 94108
Telephone:
---------------
Toll-Free:
---------------
Internet: http://www. .com
-------

<PAGE>

PART C:
OTHER INFORMATION

Item 23. Exhibits

(a) Declaration of Trust./1/

(b) Bylaws./1/

(d) Investment Management Agreement between Scudder Weisel Capital LLC,
and ________________./1/

(e) Distribution agreement between Scudder Weisel Capital LLC and
Registrant./1/

(f) Not applicable.

(g) Custody Agreement between State Street Bank and Trust Company and
the Registrant./1/

(h) Form of Administration Agreement between State Street Bank and Trust
Company and the Registrant./1/

(i) Opinion and consent of Dechert with respect to the Registrant./1/

(j) Consent of Auditors./1/

(k) Not applicable.

(l) Subscription Agreement for Initial Capital./1/

(m) Not applicable.

(n) Not applicable.

(o) Rule 18f-3 plan./1/

/1/To be filed by amendment.

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<PAGE>

Item 24. Persons Controlled by or Under Common Control With Registrant

Not applicable.

Item 25. Indemnification

To be provided by amendment.

Item 26. Business and Other Connections of Investment Adviser

To be provided by amendment.

Item 27. Principal Underwriters.

To be provided by amendment.

Item 28. Locations of Accounts and Records

Accounts and Records of the Fund are maintain at the Fund's office at 88
Kearny Street, San Francisco, CA 94108.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

1........Not Applicable.

2........Not Applicable.

3........Not Applicable.

4........The Registrant undertakes:

a. To file during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the Prospectus any facts or events arising after
the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental

C-2

<PAGE>

change in the information set forth in the registration
statement; and (iii) to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.

b. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

c. To remove from registration by means of post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

5. Not applicable.

6. The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two
business days of receipt of a written or oral request, any
Statement of Additional Information.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco in the State of
California, on the 29th day of December, 2000.

Scudder Weisel Capital Funds (Registrant)

By: /s/ Peter H. Mattoon
--------------------

Name: Peter H. Mattoon
Title: President and Trustee

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ Peter H. Mattoon President and Trustee December 29th, 2000
-------------------------------- (principal executive officer)
Peter H. Mattoon

/s/ Joseph McCuine Treasurer (principal financial December 29th, 2000
-------------------------------- and accounting officer)
Joseph McCuine
</TABLE>

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