As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31822
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / 1 / Post-Effective Amendment No. /____/
SCUDDER FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, MA 02110-4103
(Address of Principal Executive Offices) (Zip Code)
John Millette
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110-4103
(617) 295-1000
(Registrant's Area Code and Telephone Number)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square - South
Boston, MA 02110-4103 Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared effective.
Title of Securities Being Registered:
Shares of Beneficial Interest ($.01 par value)
of Scudder Short Term Bond Fund, a series of the
Registrant
<PAGE>
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus is incorporated
by reference to Part A of the Registrant's Registration Statement on Form N-14
filed with the Commission on March 6, 2000.
Part B: Statement of Additional Information is incorporated by reference to Part
B of the Registrant's Registration Statement on Form N-14 filed with the
Commission on March 6, 2000.
<PAGE>
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
Trustees and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent
act, error or accidental omission in the scope of their
duties.
Article IV, Sections 4.1 - 4.3 of Registrant's Declaration of
Trust provide as follows:
Section 4.1 No Personal Liability of Shareholders,
Trustees, Etc.
No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Trust
Property or the acts, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability
whatsoever to any Person, other than to the Trust or its
Shareholders, in connection with Trust Property or the
affairs of the Trust, save only that arising from bad
faith, willful misfeasance, gross negligence or reckless
disregard of his duties with respect to such Person; and
all such Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising in
connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as
such, of the Trust, is made a party to any suit or
proceeding to enforce any such liability of the Trust, he
shall not, on account thereof, be held to any personal
liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject
by reason of his being or having been a Shareholder, and
shall reimburse such Shareholder for all legal and other
expenses reasonably incurred by him in connection with
any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be
made only out of the assets of the one or more series of
which the Shareholder who is entitled to indemnification
or reimbursement was a Shareholder at the time the act or
event occurred, which gave rise to the claim against or
liability of said Shareholder. The rights accruing to a
Shareholder under this Section 4.1 shall not impair any
other right to which such Shareholder may be lawfully
entitled, nor shall anything herein contained restrict
the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not
specifically provided herein.
Section 4.2 Non-liability of Trustees, Etc.
No Trustee, officer, employee or agent of the Trust shall
be liable to the Trust, its Shareholders, or to any
Shareholder, Trustee, officer, employee, or agent thereof
for any action or failure to act (including without
limitation the failure to compel in any way any former or
acting Trustee to redress any breach of trust) except for
his own bad faith, willful misfeasance, gross negligence
or reckless disregard of the duties involved in the
conduct of his office.
Section 4.3 Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained
in paragraph (b) below:
(i) every person who is, or has been, a
Trustee or officer of the Trust shall be
indemnified by the Trust to the fullest
extent permitted by law against all
liability and against all expenses
reasonably incurred or paid by him in
connection with any claim, action, suit or
proceeding in which he becomes involved as a
party or otherwise by virtue of his being or
having been a Trustee or officer and against
amounts paid or incurred by him in the
settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims,
actions, suits or proceedings (civil,
criminal, administrative, or other,
including appeals), actual or threatened;
and the words "liability" and "expenses"
shall include, without limitation,
attorneys' fees, costs, judgments, amounts
paid in settlement, fines, penalties and
other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
(i) against any liability to the Trust, a
series thereof, or the Shareholders by
reason of a final adjudication by a court or
other body before which a proceeding was
brought that he engaged in willful
misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in
the conduct of his office;
(ii) with respect to any matter as to which
he shall have been finally adjudicated not
to have acted in good faith in the
reasonable belief that his action was in the
best interest of the Trust;
(iii) in the event of a settlement or other
disposition not involving a final
adjudication as provided in paragraph (b)(i)
or (b)(ii) resulting in a payment by a
Trustee or officer, unless there has been a
determination that such Trustee or officer
did not engage in willful misfeasance, bad
faith, gross negligence or reckless
disregard of the duties involved in the
conduct of his office;
(A) by the court or other body approving
the settlement or other disposition; or
(B) based upon a review of readily
available facts (as opposed to a full
trial-type inquiry) by (x) vote of a
majority of the Disinterested Trustees
acting on the matter (provided that a
majority of the Disinterested Trustees
then in office act on the matter) or (y)
written opinion of independent legal
counsel.
(c) The rights of indemnification herein provided
may be insured against by policies maintained by
the Trust, shall be severable, shall not affect
any other rights to which any Trustee or officer
may now or hereafter be entitled, shall continue
as to a person who has ceased to be such Trustee
or officer and shall inure to the benefit of the
heirs, executors, administrators and assigns of
such a person. Nothing contained herein shall
affect any rights to indemnification to which
personnel of the Trust other than Trustees and
officers may be entitled by contract or otherwise
under law.
(d) Expenses of preparation and presentation of a
defense to any claim, action, suit or proceeding
of the character described in paragraph (a) of
this Section 4.3 may be advanced by the Trust
prior to final disposition thereof upon receipt of
an undertaking by or on behalf of the recipient to
repay such amount if it is ultimately determined
that he is not entitled to indemnification under
this Section 4.3 provided that either:
(i) such undertaking is secured by a surety
bond or some other appropriate security
provided by the recipient, or the Trust shall
be insured against losses arising out of any
such advances: or
(ii) a majority of the Disinterested Trustees
acting on the matter (provided that a majority
of the Disinterested Trustees act on the
matter) or an independent legal counsel in a
written opinion shall determine, based upon a
review of readily available facts (as opposed
to a full trial-type inquiry), that there is
reason to believe that the recipient ultimately
will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested
Trustee" is one who is not (i) an "Interested
Person" of the Trust (including anyone who has
been exempted from being an "Interested Person"
by any rule, regulation or order of the
Commission), or (ii) involved in the claim,
action, suit or proceeding.
ITEM 16. Exhibits:
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(1) (a)(1) Amended and Restated Declaration of Trust dated
December 21, 1987 is incorporated by reference to Registrant's
Registration Statement on Form N-1A, as amended (the
"Registration Statement").
(a)(2) Instrument dated September 17, 1982 Establishing and
Designating Series of Shares is incorporated by reference to
Post-Effective Amendment No. 24 to the Registration Statement.
(a)(3) Instrument dated September 17, 1982 Establishing and
Designating an Additional Series of Shares is incorporated by
reference to Post-Effective Amendment No. 24 to the
Registration Statement.
(a)(4) Instrument dated March 21, 1984 Establishing and
Designating an Additional Series of Shares is incorporated by
reference to Post-Effective Amendment No. 24 to the
Registration Statement.
(a)(5) Certificate of Amendment of Declaration of Trust dated
June 29, 1989 is incorporated by reference to Post-Effective
Amendment No. 24 to the Registration Statement.
(a)(6) Amendment of Establishment and Designation of
Additional Series of Shares dated June 29, 1989 is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(a)(7) Abolition of series by the Registrant dated June 29,
1989 on behalf of the U.S. Government 1990 Portfolio is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(a)(8) Abolition of series by the Registrant dated June 29,
1989 on behalf of the General 1990 Portfolio is incorporated
by reference to Post-Effective Amendment No. 24 to the
Registration Statement.
(a)(9) Abolition of series by the Registrant on behalf of the
Scudder Zero Coupon 1995 Fund, dated July 15, 1992 is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(a)(10) Redesignation of Series of Registrant dated March 7,
1990 is incorporated by reference to Post-Effective Amendment
No. 24 to the Registration Statement.
(a)(11) Certificate of Amendment of Declaration of Trust dated
July 2, 1991 is incorporated by reference to Post-Effective
Amendment No. 24 to the Registration Statement.
(2) (b)(1) By-Laws of the Registrant dated as of September 17,
1982 is incorporated by reference to Post-Effective Amendment
No. 24 to the Registration Statement.
(b)(2) Amendment to the By-Laws of Registrant as of March 5,
1984 is incorporated by reference to Post-Effective Amendment
No. 24 to the Registration Statement.
(b)(3) Amendment to the By-Laws of Registrant as of October 1,
1984 is incorporated by reference to Post-Effective Amendment
No. 24 to the Registration Statement.
(b)(4) Amendment to the By-Laws of Registrant as of December
12, 1991 is incorporated by reference to Post-Effective
Amendment No. 24 to the Registration Statement.
(b)(5) Amendment to the By-Laws of the Registrant dated
September 17, 1992 is incorporated by reference to
Post-Effective Amendment No. 24 to the Registration Statement.
(3) Inapplicable.
(4) Agreement and Plan of Reorganization is incorporated by
reference to Exhibit A to Part A of the Registrant's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(5) Inapplicable.
(6) (d)(1) Investment Management Agreement between the
Registrant, on behalf of Scudder Short Term Bond Fund, and
Scudder Kemper Investments, Inc. dated September 7, 1998 is
incorporated by reference to Post-Effective Amendment No. 28
to the Registration Statement.
(d)(2) Investment Management Agreement between the Registrant,
on behalf of Scudder Zero Coupon 2000 Fund, and Scudder Kemper
Investments, Inc. dated September 7, 1998 is incorporated by
reference to Post-Effective Amendment No. 28 to the
Registration Statement.
(7) (e)(1) Underwriting Agreement between the Registrant and
Scudder Investor Services, Inc. dated September 7, 1998 is
incorporated by reference to Post-Effective Amendment No. 28
to the Registration Statement.
(8) Inapplicable.
(9) (g)(1) Custodian Agreement between the Registrant and
State Street Bank and Trust Company ("State Street Bank")
dated December 17, 1982 is incorporated by reference to
Post-Effective Amendment No. 24 to the Registration Statement.
(g)(2) Fee schedule for Custodian Agreement between the
Registrant and State Street Bank is incorporated by reference
to Post-Effective Amendment No. 24 to the Registration
Statement.
(g)(3) Amendment to the Custodian Agreement between the
Registrant and State Street Bank dated September 14, 1987 is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(g)(4) Amendment to the Custodian Agreement between the
Registrant and State Street Bank dated September 16, 1988 is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(g)(5) Amendment to the Custodian Agreement between the
Registrant and State Street Bank dated December 13, 1990 is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(10) Scudder Funds Trust Plan with respect to Scudder Short
Term Bond Fund pursuant to Rule 18f-3 under the Investment
Company Act of 1940 dated March 14, 2000, filed herewith.
(11) Opinion and Consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the Registrant's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(12) Opinion and Consent of Willkie Farr & Gallagher to be
filed by post-effective amendment.
(13) (h)(1) Transfer Agency and Service Agreement with fee
schedule between the Registrant and Scudder Service
Corporation dated October 2, 1989 is incorporated by reference
to Post-Effective Amendment No. 24 to the Registration
Statement.
(h)(2) Revised fee schedule dated October 1, 1995 for Exhibit
9(a) is incorporated by reference to Post-Effective Amendment
No. 23 to the Registration Statement.
(h)(3) Revised fee schedule dated October 1, 1996 for Exhibit
9(a) is incorporated by reference to Post-Effective Amendment
No. 23 to the Registration Statement.
(h)(4) COMPASS Service Agreement with Scudder Trust Company
dated October 1, 1995 is incorporated by reference to
Post-Effective Amendment No. 22 to the Registration Statement.
(h)(5) Revised fee schedule dated October 1, 1996 for Exhibit
9(h)(4) is incorporated by reference to Post-Effective
Amendment No. 23 to the Registration Statement.
(h)(6) Shareholder Services Agreement between the Registrant
and Charles Schwab & Co., Inc. dated June 1, 1990 is
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement.
(h)(7) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Short Term Bond Fund, and
Scudder Fund Accounting Corporation dated July 19, 1995 is
incorporated by reference to Post-Effective Amendment No. 22
to the Registration Statement.
(h)(8) Agreement and Plan of Reorganization dated November 9,
1998 by and between the Registrant and Scudder Short Term Bond
Fund and Scudder Zero Coupon 2000 Fund is incorporated by
reference to Post-Effective Amendment No. 28 to the
Registration Statement.
(14) Consents of PricewaterhouseCoopers LLP are incorporated
by reference to Exhibit 14 to the Registrant's Registration
Statement on Form N-14 filed with the Securities and Exchange
Commission on March 6, 2000.
(15) Inapplicable.
(16) Powers of Attorney are incorporated by reference to
Exhibit 16 to the Registrant's Registration Statement on Form
N-14 filed with the Securities and Exchange Commission on
March 6, 2000.
(17) Revised Form of Proxy filed herein.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of
a prospectus which is a part of this registration statement
by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act [17
CFR 230.145c], the reoffering prospectus will contain the
information called for by the applicable registration form
for C-8 350 reofferings by persons who may be deemed
underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as a
part of an amendment to the registration statement and will
not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein,
and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
(3) The undersigned registrant undertakes to file, by
post-effective amendment, an opinion of counsel supporting
the tax consequences of the proposed reorganization within
a reasonable time after receipt of such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Scudder Funds Trust has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
SCUDDER FUNDS TRUST
BY: /S/LINDA C. COUGHLIN
TITLE: PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ LINDA C. COUGHLIN President & Trustee March 29, 2000
- ---------------------
Linda C. Coughlin
/S/ HENRY P. BECTON, JR.* Trustee March 29, 2000
- -------------------------
Henry P. Becton, Jr.
/S/ DAWN-MARIE DRISCOLL* Trustee March 29, 2000
- ------------------------
Dawn-Marie Driscoll
/S/ PETER B. FREEMAN* Trustee March 29, 2000
- ---------------------
Peter B. Freeman
/S/ GEORGE M. LOVEJOY, JR.* Trustee March 29, 2000
- ---------------------------
George M. Lovejoy, Jr.
/S/ WELSEY W. MARPLE, JR.* Trustee March 29, 2000
- --------------------------
Welsey W. Marple, Jr.
/S/ KATHRYN L. QUIRK* Trustee, Vice President & Assistant March 29, 2000
- --------------------- Secretary
Kathryn L. Quirk
/S/ JEAN C. TEMPEL* Trustee March 29, 2000
- -------------------
Jean C. Tempel
/S/ JOHN R. HEBBLE Treasurer (Principal Financial and March 29, 2000
- ------------------ Accounting Officer)
John R. Hebble
*BY: /S/ SHELDON A. JONES March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.
EXHIBIT 10
SCUDDER FUNDS TRUST
(the "Fund")
PLAN WITH RESPECT TO
SCUDDER SHORT TERM BOND FUND
PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940
The Plan
I. Introduction
As required by Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act"), this Plan describes the multi-class system for the Fund
that will apply to shares of beneficial interest, $0.01 par value per share (the
"shares"), of Scudder Short Term Bond Fund (the "Series"), including the
separate class arrangements for shareholder and administrative services and the
distribution of shares, the method for allocating expenses, income, gain and
loss of the Fund among classes and any related exchange privileges and
conversion features applicable to the classes.
Upon the effective date of this Plan, the Fund elects to offer multiple
classes of shares of the Series, as described herein, pursuant to Rule 18f-3 and
this Plan.
II. The Multi-Class System
The Series may offer two classes of shares, Class S shares and AARP
shares. Shares of each class of each Series shall represent an equal pro rata
interest in the Series and, generally, shall have identical voting, dividend,
liquidation, and other rights, preferences, powers, restrictions, limitations,
qualifications and terms and conditions, except that: (a) each class shall have
a different designation; (b) each class of shares shall bear any Class Expenses,
as defined by Section A.2, below; (c) each class shall have exclusive voting
rights on any matter submitted to shareholders that relates solely to its
shareholder services, administrative services or distribution arrangements; (d)
each class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class; (e) each class may have separate exchange privileges; (f) each
class of shares may have separate account size requirements; and (g) each class
may have different conversion features. In addition, the following provisions
shall apply to the classes authorized hereby.
A. Allocation of Income and Expenses
1. General.
The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the Series
shall be allocated to each share of the Series, on the basis of its net asset
value relative to the net asset value of the Series. Expenses to be so allocated
include a portion of the expenses of the Fund that are not attributable to the
Series, any class of the Series or any other series of the Fund ("Fund
Expenses"), and expenses of the Series not attributable to a particular class of
the Series ("Series Expenses"). Fund Expenses include, but are not limited to,
Trustees' fees, certain insurance costs and certain legal fees. Series Expenses
include, but are not limited to, certain filing fees (i.e. state filing fees
imposed on a Fund-wide basis and Securities and Exchange Commission registration
fees), custodial fees, advisory fees and other expenses relating to the
management of the Series' assets.
2. Class Expenses.
Expenses attributable to one or more particular classes, which
are allocated on the basis of the amount incurred on behalf of each class
("Class Expenses") may include: (a) transfer agent fees attributable to a
specific class, (b) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current Fund shareholders; (c) registration fees (other than those
set forth in subsection A.l above); (d) the expense of administrative personnel
and services as required to support the shareholders of a specific class; (e)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (f) Trustees' fees incurred as a result of issues
relating to a specific class; and (g) shareholder or Trustees' meeting costs
that relate to a specific class. All expenses described in this paragraph may be
allocated as Class Expenses, but only if the Fund's President and Treasurer have
determined, subject to the Board of Trustees' approval or ratification, which of
such categories of expenses will be treated as Class Expenses, consistent with
applicable legal principles under the 1940 Act and the Internal Revenue Code of
1986, as amended ("Code").
In the event that a particular expense is no longer reasonably
allocable by class or to a particular class, it shall be treated as a Fund
Expense or Series Expense, and in the event a Fund Expense or Series Expense
becomes allocable at a different level, including as a Class Expense, it shall
be so allocated, subject to compliance with Rule 18f-3 and to approval or
ratification by the Board of Trustees.
The initial determination of expenses that will be allocated
as Class Expenses and any subsequent changes thereto shall be reviewed by the
Board of Trustees and approved by such Board and by a majority of the Trustees
who are not "interested persons" of the Fund or Series, as defined in the 1940
Act (the "Independent Trustees"). Such expense allocation shall be set forth in
a schedule, as amended from time to time, by the Board of Trustees, including a
majority of the Independent Trustees, and shall form a part of this plan.
3. Waivers or Reimbursements of Expenses
Expenses may be waived or reimbursed by the Fund's investment adviser, its
principal underwriter, or any other provider of services to the Series or the
Fund without the prior approval of the Board of Trustees to the extent such
waiver or reimbursement does not jeopardize the Fund's status as a "regulated
investment company" under the Code.
B. Exchange Privileges
Shareholders of the Series may exchange shares of their class for
shares of a similar class of another fund in the Scudder family, at the relative
net asset values of the respective shares to be exchanged and with no sales
charge, subject to applicable law, and to the applicable requirements, if any,
as to minimum amount.
C. Conversion Privileges
Upon the direction of a holder of Class S shares or Class AARP shares
of the Series, such shares will be converted to AARP shares or Class S shares of
the Series, respectively, at the relative net asset values of the two classes.
Any conversion of shares of one Class to shares of another Class is subject to
the continuing availability of a ruling of the Internal Revenue Service or an
opinion of counsel to the effect that the conversion of shares should constitute
a taxable event under federal income tax law. Any such conversion may be
suspended if such a ruling or opinion is no longer available.
D. Board Review
1. Initial Approval
The Board of Trustees, including a majority of the Independent
Trustees, at a meeting held March 14, 2000, approved the Plan based on a
determination that the Plan, including the expense allocation, is in the best
interests of each class individually and of the Series and the Fund. Their
determination was based on their review of information furnished to them which
they deemed reasonably necessary and sufficient to evaluate the Plan.
2. Approval of Amendments
The Plan may not be amended materially unless the Board of
Trustees, including a majority of THE INDEPENDENT TRUSTEES, has found that the
proposed amendment, including any proposed related expense allocation, is in the
best interests of each class individually and of the Series and the Fund. Such
finding shall be based on information requested by, and furnished to, the Board
that the Board deems reasonably necessary to evaluate the proposed amendment.
3. Periodic Review
The Board shall review reports of expense allocations and such
other information as they request at such times, or pursuant to such schedule,
as they may determine is consistent with applicable legal requirements.
E. Contracts
Any Agreement related to the multi-class system shall require the
parties thereto to furnish to the Board of Trustees, upon their request, such
information as is reasonably necessary to permit the Trustees to evaluate the
plan or any proposed amendment.
F. Effective Date
the Plan, having been reviewed and approved by the Board of Trustees
and by a majority of the Independent Trustees as indicated in subsection C.l of
Section II of the Plan, shall take effect as of the implementation of the
multi-class system, except that allocation of Class Expenses shall not occur
until the effective date of the Fund's post-effective amendment to its
registration statement containing disclosure concerning the multi-class system.
<PAGE>
G. Amendments
The Plan may not be amended to modify materially its terms unless such
amendment has been approved in the manner specified in subsection C.2 of Section
II of the Plan.
Schedule to Multi-Distribution System Plan
Allocation of Class Expenses
AARP SHARES
1. Transfer agent fees attributable to AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Trustees' fees incurred as a result of issues relating solely to AARP
Shares;
6. The expense of holding meetings solely for holders of AARP Shares; and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
CLASS S SHARES
1. Transfer agent fees attributable to Class S Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class S Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class S Shares;
4. Litigation or other legal expenses relating solely to Class S Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
S Shares;
6. The expense of holding meetings solely for holders of Class S Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
EXHIBIT 17
FORM OF PROXY
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: XXX XXX XXX XXX XX *** Please fold and detach card at
perforation before mailing.
AARP HIGH QUALITY SHORT TERM BOND FUND
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 11, 2000
The undersigned hereby appoints John Millette, Kathryn L. Quirk and
John R. Hebble, and each of them, the proxies of the undersigned, with the power
of substitution to each of them, to vote all shares of the above-referenced fund
(the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper
Investments, Inc., Two International Place, Boston, MA 02110, on July 11, 2000,
at 2:00 p.m., Eastern time, and at any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
Dated ____________________________,2000
PLEASE SIGN EXACTLY AS YOUR NAME OR
NAMES APPEAR. WHEN SIGNING AS AN
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE AS SUCH.
----------------------------------------
[NAME] [ADDRESS]
----------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S)
<PAGE>
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
Please fold and detach card at perforation before
mailing.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will be voted
FOR approval of the proposALS.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE FOR THE PROPOSALS.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
FOR ALL WITHHOLD
NOMINEES AUTHORITY TO VOTE
LISTED FOR ALL NOMINEES
(EXCEPT AS LISTED
NOTED IN
SPACE
PROVIDED)
PROPOSAL 1
To elect Trustees to hold office until
their respective successors have been
duly elected and qualified or until
their earlier resignation or removal.
NOMINEES:
(01) Henry P. Becton, Jr. (02) Linda C.
Coughlin (03) Dawn-Marie Driscoll (04)
Edgar R. Fiedler (05) Keith R. Fox (06)
Joan Edelman Spero (07) Jean Gleason
Stromberg (08) Jean C. Tempel (09)
Steven Zaleznick
INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NAME(S) ON THE LINE IMMEDIATELY
BELOW.
- ----------------------------------------
PROPOSAL 2 FOR AGAINST ABSTAIN
- ----------
To approve an Agreement and Plan of
Reorganization for the Fund whereby all
or substantially all of the assets and
liabilities of the Fund would be
acquired by Scudder Short Term Bond Fund
in exchange for shares of the AARP
Shares class of shares of Scudder Short
Term Bond Fund. PROPOSAL 3
To ratify the selection of
PricewaterhouseCoopers LLP as the Fund's
independent accountants for the current
fiscal year.
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.
PLEASE SIGN ON REVERSE SIDE
