Filed With the Securities and Exchange Commission on May 12, 2000
File No. 2-73371
File No. 811-3229
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
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Post-Effective Amendment No. 32
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 31
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Scudder Funds Trust
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(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, MA 02110-4103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-1000
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John Millette
Scudder Kemper Investments, Inc.
Two International Place, Boston, MA 02110
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
Immediately upon filing pursuant to paragraph (b)
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On pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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X On July 14, 2000 pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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On pursuant to paragraph (a)(2) of
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------- Rule 485
If appropriate, check the following:
------- this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
<PAGE>
Scudder U.S. Income Funds
Scudder Short Term Bond Fund (New Fund #s)
Scudder Income Fund (New Fund #s)
Scudder High Yield Bond Fund (New Fund #s)
Supplement to the prospectus dated April 12, 2000
On or about August 14, 2000 for Scudder Short Term Bond Fund, July 31, 2000 for
Scudder Income Fund and October 1, 2000 for Scudder High Yield Bond Fund, this
prospectus will offer two classes of shares to provide investors with different
purchase options. The two classes are the S Class and the AARP Class. Each class
has its own important features and policies. In addition, as of the respective
dates noted above for each fund, all existing shares of Scudder Income Fund,
Scudder High Yield Bond Fund and Scudder Short Term Bond Fund will be
redesignated S Class shares of their respective funds. Shares of the AARP class
will be specially designed for members of the American Association of Retired
Persons (the "AARP").
For your convenience, this supplement has been divided into three parts. Part I
provides information relating to important changes to the funds generally. Part
II provides information relating specifically to the S Class of each fund. Part
III provides information relating specifically to the AARP Class of each fund.
As always, you should refer to the prospectus for general information about the
funds, including their investment approaches, risks, and portfolio managers, and
for additional information relating to the S Class, such as its historical
performance and its purchase, redemption and exchange procedures.
PART I - General Information about the Funds
On _____________, shareholders of each fund elected the following people to each
fund's Board: Henry P. Becton, Jr., Linda C. Coughlin, Dawn-Marie Driscoll,
Edgar R. Fiedler, Keith R. Fox, Joan E. Spero, Jean G. Stromberg, Jean C. Tempel
and Steven Zaleznick.
As of July 31, 2000, Scudder Income Fund will declare dividends daily and pay
dividends monthly.
Administrative Fee
Each fund will enter an administrative services agreement with Scudder Kemper
Investments, Inc. ("Scudder Kemper"). Pursuant to each agreement, Scudder Kemper
will provide or pay others to provide substantially all of the administrative
services required by each fund in exchange for the payment by each fund of a
fixed fee rate. The administrative fee rate for each fund is 0.30% of average
daily net assets. Such an administrative fee will enable investors to determine
with greater certainty the expense level that a fund will experience, and it
will transfer substantially all of the risk of increased cost to Scudder Kemper.
The initial term of the administrative agreement is three years. With regard to
Scudder Income Fund and Scudder Short Term Bond Fund, the administrative
services agreement will become effective on the date of the pending
acquisition(s) by each fund of one or more funds advised by Scudder Kemper,
currently scheduled for July 31, 2000 and August 14, 2000, respectively. With
regard to Scudder High Yield Bond Fund, the administrative services agreement
will become effective on October 1, 2000. Below are the restated expense tables
and examples for the S Class (see Part II) and the AARP Class (see Part III) of
each fund that reflect the implementation of the administrative fee.
Scudder Kemper will not bear certain other fund expenses, such as taxes,
brokerage, interest, extraordinary expenses and the fees and expenses of the
Independent Trustees of each fund's Board (including the fees and expenses of
their independent counsel). In addition, each fund will continue to pay the fees
required by its investment management agreement with Scudder Kemper.
Management Fee
On February 7, 2000, Scudder Short Term Bond Fund's Board approved a new
Investment Management Agreement between Scudder Kemper and the fund. The new
Investment Management Agreement
<PAGE>
incorporates a new fee structure for the fund and is expected to become
effective on or about August 14, 2000. Pursuant to this fee structure, for
Scudder Kemper's services, Scudder Short Term Bond Fund pays Scudder Kemper a
fee equal to 0.450% of average daily net assets on such assets up to $1.5
billion, 0.425% of the next $500 million of average daily net assets, and 0.400%
of average daily net assets exceeding $2 billion. The restated expense tables
for the S Class (see Part II) and the AARP Class (see Part III) of the fund
reflect the implementation of the new management fee rates.
On February 7, 2000, Scudder Income Fund's Board approved a new Investment
Management Agreement between Scudder Kemper and the fund. The new Investment
Management Agreement incorporates a new fee structure for the fund and is
expected to become effective on or about July 31, 2000. Pursuant to this fee
structure, for Scudder Kemper's services, Scudder Income Fund pays Scudder
Kemper a fee equal to 0.650% of average daily net assets on such assets up to
$200 million, 0.600% of the next $300 million of average daily net assets,
0.550% of the next $500 million of average daily net assets, 0.525% of the next
$500 million of average daily net assets and 0.500% of average daily net assets
exceeding $1.5 billion. The restated expense tables for the S Class (see Part
II) and the AARP Class (see Part III) of the fund reflect the implementation of
the new management fee rates.
On February 7, 2000, Scudder High Yield Bond Fund's Board approved a new
Investment Management Agreement between Scudder Kemper and the fund. The new
Investment Management Agreement incorporates a new fee structure for the fund
and is expected to become effective on or about October 1, 2000. Pursuant to
this fee structure, for Scudder Kemper's services, Scudder High Yield Bond Fund
pays Scudder Kemper a fee equal to 0.600% of average daily net assets on such
assets up to $500 million, 0.575% of the next $500 million of average daily net
assets, and 0.550% of average daily net assets exceeding $1 billion. The
restated expense tables for the S Class (see Part II) and the AARP Class (see
Part III) of the fund reflect the implementation of the new management fee
rates.
Financial Highlights
[To be provided]
PART II - Specific Information about the S Class
How Much S Class Shareholders Pay
The fees and expenses for the S Class of each fund are being restated to reflect
the implementation of a new administrative fee. As noted under Part I, the
restated expenses of Scudder Income Fund and Scudder Short Term Bond Fund will
become effective on the date of the pending acquisition(s) by each fund of one
or more funds advised by Scudder Kemper, currently scheduled for July 31, 2000
and August 14, 2000, respectively. With regard to Scudder High Yield Bond Fund,
the restated expenses will become effective on October 1, 2000.
<TABLE>
<CAPTION>
S Class
- ----------------------------------------------------------- --------------- ------------- ------------
Scudder Short Scudder Scudder
Term Bond Fund Income Fund High Yield
Bond Fund
- ----------------------------------------------------------- --------------- ------------- ------------
- ----------------------------------------------------------- --------------- ------------- ------------
Shareholder Fees (paid directly from your investment)
- ----------------------------------------------------------- --------------- ------------- ------------
<S> <C> <C> <C>
Redemption/Exchange fee, on shares owned less than a year NONE NONE 1.00%
(as a % of amount redeemed)
- ----------------------------------------------------------- --------------- ------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- --------------- ------------- ------------
Management Fee % % %
- ----------------------------------------------------------- --------------- ------------- ------------
Distribution (12b-1) Fee NONE NONE NONE
- ----------------------------------------------------------- --------------- ------------- ------------
<PAGE>
- ----------------------------------------------------------- --------------- ------------- ------------
Other Expenses % % %
Fixed Administrative Fee % % %
Other Fund Expenses(1) % % %
- ----------------------------------------------------------- --------------- ------------- ------------
Total Annual Operating Expenses % % %
- ----------------------------------------------------------- --------------- ------------- ------------
Expense Reimbursement
- ----------------------------------------------------------- --------------- ------------- ------------
Net Annual Operating Expenses*
- ----------------------------------------------------------- --------------- ------------- ------------
- ----------------------------------------------------------- --------------- ------------- ------------
Expense Example
- ----------------------------------------------------------- --------------- ------------- ------------
Based on the costs above, (including one year of capped
expenses in each period for each fund) this example is
designed to help you compare expenses of each fund's S
Class to those of other funds. The example assumes
operating expenses remain the same and that you invested
$10,000, earned 5% annual returns, reinvested all
dividends and distributions and sold your shares at the
end of each period. This is only an example: your actual
expenses will be different.
- ----------------------------------------------------------- --------------- ------------- ------------
1 year
- ----------------------------------------------------------- --------------- ------------- ------------
3 years
- ----------------------------------------------------------- --------------- ------------- ------------
5 years
- ----------------------------------------------------------- --------------- ------------- ------------
10 years
- ----------------------------------------------------------- --------------- ------------- ------------
</TABLE>
(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).
*By contract, expenses of Scudder Short Term Bond Fund are capped at 0.85%
through April 30, 2001. By contract, expenses of Scudder Income Fund are capped
at 0.95% through April 30, 2001. By contract, expenses of Scudder High Yield
Bond Fund are capped at 0.90% through April 30, 2001. Additionally, Scudder
Kemper will cap expenses of Scudder High Yield Bond Fund voluntarily at 0.75%
through September 30, 2000.
PART III - Specific Information about the AARP Class
The remainder of this supplement provides specific information regarding the
important features and policies of the AARP Class of each fund. Please remember
to review the funds' prospectus for additional information about each fund.
The AARP Class
Since its beginning in 1985, the AARP Investment Program from Scudder has been
specially designed to address the needs of people age 50 and over. In keeping
with the organization's mission, AARP's goal is to encourage more of its members
to plan for retirement and beyond. To continue to meet the increasingly diverse
needs and goals of its members, the AARP Investment Program from Scudder has
recently been expanded to offer a wider range of investment options to AARP
members. This has been accomplished by adding the AARP Class to each fund in the
Scudder Family of Funds. The AARP Class will generally have lower minimum
investments, will retain its own identity with separate statements, and will
continue the AARP Investment Program's commitment to shareholder education.
The role of AARP in the AARP Investment Program is not changing. While AARP
takes no part in the investment decisions made by Scudder Kemper, AARP, through
its subsidiary, will continue to oversee the Program's service quality and
communications, and AARP will also continue to provide insight and direction as
to what best represents the interests and concerns of its membership. In
addition, AARP will be represented on each fund's Board.
The AARP Class of Scudder Income Fund and Scudder Short Term Bond Fund will be
offered beginning on the date of the pending acquisition(s) by each fund of
other fund(s) advised by Scudder Kemper, currently scheduled for July 31, 2000
and August 14, 2000, respectively. With regard to Scudder High Yield Bond Fund,
<PAGE>
the AARP Class will be offered beginning on October 1, 2000. In addition, the
AARP Class of each other fund in the Scudder Family of Funds will be available
no later than October 1, 2000.
Past Performance
As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table for each
fund in the prospectus show how the total returns for each fund's S Class has
varied from year to year, and over time. Shares of each fund's S Class will have
substantially similar returns to the AARP Class because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes may have different expenses.
How Much AARP Class Shareholders Pay
Each fund has no sales charges or other shareholder fees. Each fund does have
annual operating expenses, and as a shareholder you pay them indirectly. This
table shows fees for each fund's AARP class.
<TABLE>
<CAPTION>
AARP Class
- ----------------------------------------------------------- --------------- ------------- ------------
Scudder Short Scudder Scudder
Term Bond Fund Income Fund High Yield
Bond Fund
- ----------------------------------------------------------- --------------- ------------- ------------
- ----------------------------------------------------------- --------------- ------------- ------------
Shareholder Fees (paid directly from your investment)
- ----------------------------------------------------------- --------------- ------------- ------------
<S> <C> <C> <C>
Redemption/Exchange fee, on shares owned less than a year NONE NONE 1.00%
(as a % of amount redeemed)
- ----------------------------------------------------------- --------------- ------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- --------------- ------------- ------------
Management Fee % % %
- ----------------------------------------------------------- --------------- ------------- ------------
Distribution (12b-1) Fee NONE NONE NONE
- ----------------------------------------------------------- --------------- ------------- ------------
Other Expenses % % %
Fixed Administrative Fee % % %
Other Fund Expenses(1) % % %
- ----------------------------------------------------------- --------------- ------------- ------------
Total Annual Operating Expenses % % %
- ----------------------------------------------------------- --------------- ------------- ------------
Expense Reimbursement
- ----------------------------------------------------------- --------------- ------------- ------------
Net Annual Operating Expenses*
- ----------------------------------------------------------- --------------- ------------- ------------
- ----------------------------------------------------------- --------------- ------------- ------------
Expense Example
- ----------------------------------------------------------- --------------- ------------- ------------
Based on the costs above, (including one year of capped
expenses in each period for each Fund) this example is
designed to help you compare expenses of each fund's AARP
Class to those of other funds. The example assumes
operating expenses remain the same and that you invested
$10,000, earned 5% annual returns, reinvested all
dividends and distributions and sold your shares at the
end of each period. This is only an example: your actual
expenses will be different.
- ----------------------------------------------------------- --------------- ------------- ------------
1 year
- ----------------------------------------------------------- --------------- ------------- ------------
3 years
- ----------------------------------------------------------- --------------- ------------- ------------
5 years
- ----------------------------------------------------------- --------------- ------------- ------------
10 years
- ----------------------------------------------------------- --------------- ------------- ------------
</TABLE>
(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).
*By contract, expenses of Scudder Short Term Bond Fund are capped at 0.85%
through April 30, 2001. By contract, expenses of Scudder Income Fund are capped
at 0.95% through April 30, 2001. By contract,
<PAGE>
expenses of Scudder High Yield Bond Fund are capped at 0.90% through April 30,
2001. Additionally, Scudder Kemper will cap expenses of Scudder High Yield Bond
Fund voluntarily at 0.75% through September 30, 2000.
<TABLE>
<CAPTION>
How to Buy AARP Class Shares
First Investment Additional Investments
- ------------------------------------- ------------------------------------- -----------------------------------
<S> <C> <C>
$1,000 or more for regular accounts $___ or more for regular accounts
$500 or more for IRAs $__ or more for IRAs
$50 or more with an Automatic
Investment Plan
- ------------------------------------- ------------------------------------- -----------------------------------
By mail Send completed enrollment form and Send a personalized investment
AARP Investment Program from check (payable to "AARP Investment slip or short note that includes:
Scudder Program"). o fund name
P.O. Box 2540 For enrollment forms, call o AARP class
Boston, MA 02208-2540 800-253-2277. o account number
o check payable to "AARP
Investment Program".
- ------------------------------------- ------------------------------------- -----------------------------------
By wire Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
By phone - Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
With an automatic investment plan Fill in the information required on To set up regular investment from
your enrollment form and include a a bank checking account, call
voided check. 800-253-2277.
- ------------------------------------- ------------------------------------- -----------------------------------
Web site - Once you have registered on the
Web Site (aarp.scudder.com), you
may purchase shares online by
transfers from your bank account.
- ------------------------------------- ------------------------------------- -----------------------------------
QuickBuy - Call 800-253-2277
- ------------------------------------- ------------------------------------- -----------------------------------
How to Exchange or Sell AARP Class Shares
Exchanging into another fund Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
$1,000 or more to open a new Some transaction, including most for
account ($500 for IRAs) over $100,000, can only be ordered in
writing; see the prospectus for more
[$___] or more for exchanges information
between existing accounts
- ------------------------------------- ----------------------------------- ---------------------------------------
By phone Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access Call 800-631-4636 and follow the Call 800-631-4636 and follow the
instructions instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
By mail or fax Your instructions should include: Your instructions should include:
(see previous page) o your account number o your account number
o names of the fund and o names of the fund and class
class and number of shares and number of shares or dollar
or dollar amount you want amount you want to redeem
to exchange
- ------------------------------------- ----------------------------------- ---------------------------------------
With an automatic withdrawal plan - To set up regular cash payments from
an account, call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Using QuickSell - Call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
<PAGE>
- ------------------------------------- ----------------------------------- ---------------------------------------
Web Site Once you have registered on the -
Web Site (aarp.scudder.com), you
may exchange shares between
Investment Program funds online.
- ------------------------------------- ----------------------------------- ---------------------------------------
</TABLE>
Other rights we reserve
If your balance falls below $1,000, we will give you 60 days' notice so you can
either increase your balance or close your account (this policy does not apply
to retirement accounts, or in any case where a fall in share price creates the
low balance)
Policies You Should Know About The AARP Class
Easy-Access Line
Call 800-631-4636 24 hours a day, year-round
This automated number provides current information on the AARP Class of each
fund and your account. If you have signed up for telephone services, you can
also use this number to exchange and redeem shares of the AARP Class.
Web Site
aarp.scudder.com
You can review your portfolio and make online transactions, including purchases
and exchanges between Investment Program Mutual Funds, once you have registered
on the site. You can also customize the site according to your preference. The
Learning Center includes online versions of educational publications and past
issues of Financial Focus and Investment Insight, the Program's newsletters. You
may also contact us through the site's e-mail capability.
AARP Investment Program Representatives
Call 800-253-2277 8AM-8PM M-F, eastern time
Call this number to speak with a trained representative who can answer your
investing questions and assist you with transaction-related services. You may
also use this number to request a variety of investment education guides and
prospectuses.
Confidential Fax Line
800-821-6234 24 hours a day, year-round
Signed exchange and redemption requests received after 4 p.m. eastern time on a
business day or over a weekend or holiday will be executed the following
business day.
TDD Line
1-800-634-9454 9 AM-5PM, M-F, eastern time
Dial this number with a TDD machine to communicate with registered AARP Mutual
Fund representatives specially trained to handle services for hearing-impaired
investors.
SERVICES
- --------
AARP Lump Sum Service Retirement specialists can help you make decisions about
your lump sum distribution from an employer's 401(k) or pension plan. An
information kit is provided. Call 1-800-253-2277.
AARP Legacy Service This service helps you organize important financial
documents, making it easier to share your investment information and goals with
your spouse or heirs and to plan for the orderly transfer of assets in the event
of a death. We also offer transfer ownership assistance to heirs for your AARP
accounts. Information kits are provided. Call 1-800-253-2277.
AARP Goal Setting and Asset Allocation Service A guidebook and self-scoring
worksheet are available to help you reach your goals by appropriately allocating
your assets across types of investments. Call 1-800-253-2277 to speak to a
specially trained representative.
<PAGE>
Account Statements and Reports You will receive prompt confirmation statements
for all of your transactions. Your consolidated [monthly] statement details your
current account status and records all transactions. (AARP IRA and Keogh Plan
investors receive consolidated statements quarterly.)
You will also receive a semi-annual report, an annual report, and a current
prospectus each year.
Retirement Plans
- ----------------
For an information kit about (including all the necessary forms) regular
Individual Retirement Accounts (IRAs), Roth IRAs, Simplified Employee Pension
IRAs (SEP-IRAs), and Keogh Plan accounts, call an AARP Mutual Fund
representative at 800-253-2277.
To Get More Information:.
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information free of charge by contacting:
AARP Investment Program from Scudder
------------------------------------
P.O. Box 2540
Boston, MA 02208-2540
800-253-2277
aarp.scudder.com
July 14, 2000
<PAGE>
SCUDDER SHORT TERM BOND FUND
SUPPLEMENT TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED APRIL 12, 2000
--------------------------
On or about August 14, 2000, Scudder Short Term Bond Fund will offer two classes
of shares to provide investors with different purchase options. The two classes
are: the S Class and the AARP Class. Each class has its own important features
and policies. In addition, as of the date noted above, all existing shares of
Scudder Short Term Bond Fund will be redesignated S Class shares of the Fund.
Shares of the AARP Class will be specially designed for members of the American
Association of Retired Persons ("AARP").
The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 20:
Additional Information About Opening an Account
Clients having a regular investment counsel account with the Adviser or
its affiliates and members of their immediate families, officers and employees
of the Adviser or of any affiliated organization and their immediate families,
members of the National Association of Securities Dealers, Inc. ("NASD") and
banks may, if they prefer, subscribe initially for at least $2,500 for S Class
and $1,000 for AARP Class through Scudder Investor Services, Inc. by letter,
fax, or telephone.
Shareholders of other Scudder funds who have submitted an account
application and have certified a tax identification number, clients having a
regular investment counsel account with the Adviser or its affiliates and
members of their immediate families, officers and employees of the Adviser or of
any affiliated organization and their immediate families, members of the NASD,
and banks may open an account by wire. These investors must call 1-800-225-5163
to get an account number. During the call the investor will be asked to indicate
the Fund name, class name, amount to be wired ($2,500 minimum for S Class and
$1,000 for AARP Class), name of bank or trust company from which the wire will
be sent, the exact registration of the new account, the tax identification
number or Social Security number, address and telephone number. The investor
must then call the bank to arrange a wire transfer to The Scudder Funds, Boston,
MA 02101, ABA Number 011000028, DDA Account 9903-5552. The investor must give
the Scudder Fund, class name, account name and the new account number. Finally,
the investor must send a completed and signed application to the Fund promptly.
Investors interested in investing in the AARP Class should call 1-800-253-2277
for further instructions.
The minimum initial purchase amount is less than $2,500 for the S Class
under certain plan accounts and is $1,000 for the AARP Class.
The following disclosure replaces the disclosure regarding "Minimum balances" on
page 20:
Minimum balances
Shareholders should maintain a share balance worth at least $2,500 for
S Class and $1,000 for AARP Class. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gift to Minor Act and Uniform Trust to Minor
Act accounts, the minimum balance is $1000. These amounts may be changed by the
Fund's Board of Trustees. A shareholder may open an account with at least $1,000
($500 for fiduciary/custodial accounts), if an automatic investment plan (AIP)
of $100/month ($50/month for AARP Class and fiduciary/custodial accounts) is
established. Scudder group retirement plans and certain other accounts have
similar or lower minimum share balance requirements.
The Fund reserves the right, following 60 days' written notice to
applicable shareholders, to:
<PAGE>
o [assess an annual $10 per Fund charge] (with the Fee to be
paid to the Fund) for any non-fiduciary/non-custodial account
without an automatic investment plan (AIP) in place and a
balance of less than $2,500 for S Class and $1,000 for AARP
Class; and
o redeem all shares in Fund accounts below $1,000 where a
reduction in value has occurred due to a redemption, exchange
or transfer out of the account. The Fund will mail the
proceeds of the redeemed account to the shareholder.
[Reductions in value that result solely from market activity will not
trigger an involuntary redemption. Shareholders with a combined household
account balance in any of the Scudder Funds of $100,000 or more, as well as
group retirement and certain other accounts will not be subject to a fee or
automatic redemption.]
[Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA
or UTMA) with balances below $100 are subject to automatic redemption following
60 days' written notice to applicable shareholders.]
The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 21:
Additional Information About Making Subsequent Investments by QuickBuy
Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the QuickBuy program may purchase shares of the Fund by telephone. Through
this service shareholders may purchase up to $250,000. To purchase shares by
QuickBuy, shareholders should call before the close of regular trading on the
New York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time. Proceeds
in the amount of your purchase will be transferred from your bank checking
account two or three business days following your call. For requests received by
the close of regular trading on the Exchange, shares will be purchased at the
net asset value per share calculated at the close of trading on the day of your
call. QuickBuy requests received after the close of regular trading on the
Exchange will begin their processing and be purchased at the net asset value
calculated the following business day. If you purchase shares by QuickBuy and
redeem them within seven days of the purchase, the Fund may hold the redemption
proceeds for a period of up to seven business days. If you purchase shares and
there are insufficient funds in your bank account the purchase will be canceled
and you will be subject to any losses or fees incurred in the transaction.
QuickBuy transactions are not available for most retirement plan accounts.
However, QuickBuy transactions are available for Scudder IRA accounts.
In order to request purchases by QuickBuy, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish QuickBuy may so indicate on the application.
Existing shareholders who wish to add QuickBuy to their account may do so by
completing a QuickBuy Enrollment Form. After sending in an enrollment form
shareholders should allow 15 days for this service to be available.
The Fund employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine and to discourage fraud. To the extent
that the Fund does not follow such procedures, they may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
<PAGE>
Investors interested in making subsequent investments in the AARP Class
of the Fund should call 1-800-253-2277 for further instruction.
The following information replaces the disclosure on page 22 of the SAI relating
to "Share Price," "Share Certificates" and "Other Information":
Share Price
Purchases will be filled without sales charge at the net asset value
per share next computed after receipt of the application in good order. Net
asset value normally will be computed for each class as of the close of regular
trading on each day during which the Exchange is open for trading. Orders
received after the close of regular trading on the Exchange will be executed at
the next business day's net asset value. If the order has been placed by a
member of the NASD, other than the Distributor, it is the responsibility of that
member broker, rather than the Fund, to forward the purchase order to Scudder
Service Corporation (the "Transfer Agent") in Boston by the close of regular
trading on the Exchange.
There is no sales charge in connection with the purchase of shares of
any class of the Fund.
Share Certificates
Due to the desire of the Fund's management to afford ease of
redemption, certificates will not be issued to indicate ownership in the Fund.
Share certificates now in a shareholder's possession may be sent to the Fund's
Transfer Agent for cancellation and credit to such shareholder's account.
Shareholders who prefer may hold the certificates in their possession until they
wish to exchange or redeem such shares.
All issued and outstanding shares of what were formerly AARP Funds that
were subsequently reorganized into existing Scudder Funds were simultaneously
cancelled on the books of the AARP Funds. Share certificates representing
interests in shares of the relevant AARP Fund will represent a number of shares
of the AARP Class of the relevant Scudder Fund into which the AARP Fund was
reorganized. The AARP Class of shares of each fund will not issue certificates
representing shares in connection with the reorganization.
Other Information
The Fund has authorized certain members of the NASD other than the
Distributor to accept purchase and redemption orders for its shares. Those
brokers may also designate other parties to accept purchase and redemption
orders on the Fund's behalf. Orders for purchase or redemption will be deemed to
have been received by the Fund when such brokers or their authorized designees
accept the orders. Subject to the terms of the contract between the Fund and the
broker, ordinarily orders will be priced at a class's net asset value next
computed after acceptance by such brokers or their authorized designees.
Further, if purchases or redemptions of the Fund's shares are arranged and
settlement is made at an investor's election through any other authorized NASD
member, that member may, at its discretion, charge a fee for that service. The
Board of Trustees and the Distributor, each has the right to limit the amount of
purchases by, and to refuse to sell to, any person. The Trustees and the
Distributor may suspend or terminate the offering of shares of the Fund at any
time for any reason.
The Board of Trustees and the Distributor, each has the right to limit,
for any reason, the amount of purchases by and to refuse to sell to any person
and each may suspend or terminate the offering of shares of the Fund at any time
for any reason.
The "Tax Identification Number" section of the Application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information
(e.g., from exempt organizations a certification of exempt status), will be
returned to
<PAGE>
the investor. The Fund reserves the right, following 30 days' notice, to redeem
all shares in accounts without a correct certified Social Security or tax
identification number. A shareholder may avoid involuntary redemption by
providing the Fund with a tax identification number during the 30-day notice
period.
The Trust may issue shares at net asset value in connection with any
merger or consolidation with, or acquisition of the assets of, any investment
company or personal holding company, subject to the requirements of the 1940
Act.
The following disclosure replaces the disclosure regarding "Exchanges" on page
23:
Exchanges
Exchanges are comprised of a redemption from one Scudder Fund and a
purchase into another Scudder Fund. The purchase side of the exchange either may
be an additional investment into an existing account or may involve opening a
new account in the other Fund. When an exchange involves a new account, the new
account will be established with the same registration, tax identification
number, address, telephone redemption option, "Scudder Automated Information
Line" (SAIL) transaction authorization and dividend option as the existing
account. Other features will not carry over automatically to the new account.
Exchanges to a new Fund account must be for a minimum of $2,500 for S Class and
$1,000 for AARP Class. When an exchange represents an additional investment into
an existing account, the account receiving the exchange proceeds must have
identical registration, address, and account options/features as the account of
origin. Exchanges into an existing account must be for $100 or more. If the
account receiving the exchange proceeds is to be different in any respect, the
exchange request must be in writing and must contain an original signature
guarantee.
Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading on the Exchange will be executed on the following business day.
Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from one Scudder Fund to an
existing account in another Scudder Fund, at current net asset value, through
Scudder's Systematic Exchange Program. Exchanges must be for a minimum of $50.
Shareholders may add this free feature over the telephone or in writing.
Automatic Exchanges will continue until the shareholder requests by telephone or
in writing to have the feature removed, or until the originating account is
depleted. The Trust and the Transfer Agent each reserves the right to suspend or
terminate the privilege of the Systematic Exchange Program at any time.
There is no charge to the shareholder for any exchange described above.
An exchange into another Scudder Fund is a redemption of shares and therefore
may result in tax consequences (gain or loss) to the shareholder, and the
proceeds of such an exchange may be subject to backup withholding. (See
"TAXES.")
Investors currently receive the exchange privilege, including exchange
by telephone, automatically without having to elect it. The Fund employs
procedures, including recording telephone calls, testing a caller's identity,
and sending written confirmation of telephone transactions, designed to give
reasonable assurance that instructions communicated by telephone are genuine,
and to discourage fraud. To the extent that the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine. The Fund
and the Transfer Agent each reserves the right to suspend or terminate the
privilege of exchanging by telephone or fax at any time.
The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from
<PAGE>
Scudder Investor Services, Inc. a prospectus of the Scudder Fund into which the
exchange is being contemplated. The exchange privilege may not be available for
certain Scudder Funds or classes of Scudder Funds. For more information, please
call 1-800-225-5163. Investors interested in exchanging AARP Class shares of the
Fund should call 1-800-253-2277 for more information.
Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.
The following disclosure replaces the disclosure regarding "Redemptions" on page
24:
Redemption By Telephone
Shareholders currently receive the right automatically, without having
to elect it, to redeem by telephone up to $100,000 and have the proceeds mailed
to their address of record. Shareholders may also request by telephone to have
the proceeds mailed or wired to their predesignated bank account. In order to
request wire redemptions by telephone, shareholders must have completed and
returned to the Transfer Agent the application, including the designation of a
bank account to which the redemption proceeds are to be sent.
(a) NEW INVESTORS wishing to establish the telephone redemption
privilege must complete the appropriate section on the
application.
(b) EXISTING SHAREHOLDERS (except those who are Scudder IRA,
Scudder pension and profit-sharing, Scudder 401(k) and Scudder
403(b) Planholders) who wish to establish telephone redemption
to a predesignated bank account or who want to change the bank
account previously designated to receive redemption proceeds
should either return a Telephone Redemption Option Form
(available upon request), or send a letter identifying the
account and specifying the exact information to be changed.
The letter must be signed exactly as the shareholder's name(s)
appears on the account. An original signature and an original
signature guarantee are required for each person in whose name
the account is registered.
If a request for a redemption to a shareholder's bank account is made
by telephone or fax, payment will be by Federal Reserve bank wire to the bank
account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5
charge for all wire redemptions.
Note: Investors designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a
participant in the Federal Reserve System, redemption proceeds must be
wired through a commercial bank which is a correspondent of the savings
bank. As this may delay receipt by the shareholder's account, it is
suggested that investors wishing to use a savings bank discuss wire
procedures with their bank and submit any special wire transfer
information with the telephone redemption authorization. If appropriate
wire information is not supplied, redemption proceeds will be mailed to
the designated bank.
The Fund employs procedure, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
<PAGE>
Redemption requests by telephone (technically a repurchase agreement
between the Fund and the shareholder) of shares purchased by check will not be
accepted until the purchase check has cleared which may take up to seven
business days.
Redemption by QuickSell
Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and have elected to participate in
the QuickSell program may sell shares of the Fund by telephone. Redemptions must
be for at least $250. Proceeds in the amount of your redemption will be
transferred to your bank checking account in two or three business days
following your call. For requests received by the close of regular trading on
the Exchange, normally 4 p.m. eastern time, Shares will be redeemed at the net
asset value per share calculated at the close of trading on the day of your
call. QuickSell requests received after the close of regular trading on the
Exchange will begin their processing the following business day. QuickSell
transactions are not available for IRA accounts and most other retirement plan
accounts.
In order to request redemptions by QuickSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account. New investors wishing to establish QuickSell may
so indicate on the application. Existing shareholders who wish to add QuickSell
to their account may do so by completing a QuickSell Enrollment Form. After
sending in an enrollment form, shareholders should allow for 15 days for this
service to be available.
The Fund employ procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
Redemption by Mail or Fax
Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with signature(s) guaranteed.
In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request additional documents such as, but not restricted to,
stock powers, trust instruments, certificates of death, appointments as
executor, certificates of corporate authority and waivers of tax (required in
some states when settling estates).
It is suggested that shareholders holding shares registered in other
than individual names contact the Transfer Agent prior to any redemptions to
ensure that all necessary documents accompany the request. When shares are held
in the name of a corporation, trust, fiduciary agent, attorney or partnership,
the Transfer Agent requires, in addition to the stock power, certified evidence
of authority to sign. These procedures are for the protection of shareholders
and should be followed to ensure prompt payment. Redemption requests must not be
conditional as to date or price of the redemption. Proceeds of a redemption will
be sent within seven (7) business days after receipt by the Transfer Agent of a
request for redemption that complies with the above requirements. Delays of more
than seven (7) days of payment for shares tendered for repurchase or redemption
may result, but only until the purchase check has cleared.
The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.
<PAGE>
The following disclosure replaces the disclosure regarding "Internet access" on
page 26 and applies to each class of the Fund except as noted:
Internet access
World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The address for the AARP Class of shares is aarp.scudder.com. These sites offer
guidance on global investing and developing strategies to help meet financial
goals and provides access to the Scudder investor relations department via
e-mail. The sites also enable users to access or view Fund prospectuses and
profiles with links between summary information in Fund Summaries and details in
the Prospectus. Users can fill out new account forms on-line, order free
software, and request literature on Funds.
Account Access -- The Adviser is among the first mutual fund families to allow
shareholders to manage their fund accounts through the World Wide Web. Scudder
Fund shareholders can view a snapshot of current holdings, review account
activity and move assets between Scudder Fund accounts.
The Adviser's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web sites. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
users can change their current password or disable access to their portfolio
through the World Wide Web.
An Account Activity option reveals a financial history of transactions
for an account, with trade dates, type and amount of transaction, share price
and number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.
The following information replaces the disclosure on page 27 regarding
"Dividends and Capital Gains Distribution Options":
Dividends and Capital Gains Distribution Options
Investors have freedom to choose whether to receive cash or to reinvest
any dividends from net investment income or distributions from realized capital
gains in additional shares of the Fund. A change of instructions for the method
of payment may be given to the Transfer Agent in writing at least five days
prior to a dividend record date. Shareholders may change their dividend option
by calling 1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class or by
sending written instructions to the Transfer Agent. Please include your account
number with your written request.
Reinvestment is usually made at the closing net asset value of the
class determined on the business day following the record date. Investors may
leave standing instructions with the Transfer Agent designating their option for
either reinvestment or cash distribution of any income dividends or capital
gains distributions. If no election is made, dividends and distributions will be
invested in additional class shares of the Fund.
Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's Direct
Distributions Program. Shareholders who elect to participate in the Direct
Distributions Program, and whose predesignated checking account of record is
with a member bank of Automated Clearing House Network (ACH) can have income and
capital gain distributions automatically deposited to their personal bank
account usually within three business days after the Fund pays its distribution.
A Direct Distributions request form can be obtained by calling 1-800-225-5163
for S Class and 1-800-253-2277 for AARP Class. Confirmation Statements will be
mailed to shareholders as notification that distributions have been deposited.
<PAGE>
Investors choosing to participate in Scudder's Automatic Withdrawal
Plan must reinvest any dividends or capital gains. For most retirement plan
accounts, the reinvestment of dividends and capital gains is also required.
The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 32:
Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or more. Shareholders may designate
which day they want the automatic withdrawal to be processed. The check amounts
may be based on the redemption of a fixed dollar amount, fixed share amount,
percent of account value or declining balance. The Plan provides for income
dividends and capital gains distributions, if any, to be reinvested in
additional Shares. Shares are then liquidated as necessary to provide for
withdrawal payments. Since the withdrawals are in amounts selected by the
investor and have no relationship to yield or income, payments received cannot
be considered as yield or income on the investment and the resulting
liquidations may deplete or possibly extinguish the initial investment and any
reinvested dividends and capital gains distributions. Requests for increases in
withdrawal amounts or to change the payee must be submitted in writing, signed
exactly as the account is registered, and contain signature guarantee(s). Any
such requests must be received by the Fund's transfer agent ten days prior to
the date of the first automatic withdrawal. An Automatic Withdrawal Plan may be
terminated at any time by the shareholder, the Trust or its agent on written
notice, and will be terminated when all Shares of the Fund under the Plan have
been liquidated or upon receipt by the Trust of notice of death of the
shareholder.
An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class.
The following information replaces the information regarding "Automatic
Investment Plan" on page 32:
Shareholders may arrange to make periodic investments in S Class shares
through automatic deductions from checking accounts by completing the
appropriate form and providing the necessary documentation to establish this
service. The minimum investment is $50 for S Class shares.
Shareholders may arrange to make periodic investments in the AARP Class
of the Fund through automatic deductions from checking accounts. The minimum
pre-authorized investment amount is $500. New shareholders who open a Gift to
Minors Account pursuant to the Uniform Gift to Minors Act (UGMA) and the Uniform
Transfer to Minors Act (UTMA) and who sign up for the Automatic Investment Plan
will be able to open the Fund account for less than $500 if they agree to
increase their investment to $500 within a 10 month period. Investors may also
invest in any AARP Class for $500 if they establish a plan with a minimum
automatic investment of at least $100 per month. This feature is only available
to Gifts to Minors Account investors. The Automatic Investment Plan may be
discontinued at any time without prior notice to a shareholder if any debit from
their bank is not paid, or by written notice to the shareholder at least thirty
days prior to the next scheduled payment to the Automatic Investment Plan.
The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular intervals. By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more shares than when the share price is higher. Over a period of time this
investment approach may allow the investor to reduce the average price of the
shares purchased. However, this investment approach does not assure a profit or
protect against loss. This type of regular investment program may be suitable
for various investment goals such as, but not limited to, college planning or
saving for a home.
<PAGE>
The following information supplements the first paragraph of "Organization of
the Fund" on page 36:
The Fund is further divided into two classes of shares, the AARP Class
and the S Class shares.
The following information replaces the third paragraph under "Investment
Adviser" on page 38:
The present investment management agreement (the "Agreement") was approved by
the Trustees on February 7, 2000 and became effective ________________. The
Agreement will continue in effect until September 30, 2001 and from year to year
thereafter only if its continuance is approved annually by the vote of a
majority of those Trustees who are not parties to such Agreement or interested
persons of the Adviser or the Trust, cast in person at a meeting called for the
purpose of voting on such approval, and either by a vote of the Trust's Trustees
or of a majority of the outstanding voting securities of the Fund. The Agreement
may be terminated at any time without payment of penalty by either party on
sixty days' written notice, and automatically terminates in the event of its
assignment.
The following information replaces the information regarding "Personal
Investments by Employees of the Adviser" on page 41:
Code of Ethics
The Fund, the Adviser and principal underwriter have each adopted codes of
ethics under rule 17j-1 of the Investment Company Act. Board members, officers
of the Fund and employees of the Adviser and principal underwriter are permitted
to make personal securities transactions, including transactions in securities
that may be purchased or held by the Fund, subject to requirements and
restrictions set forth in the applicable Code of Ethics. The Adviser's Code of
Ethics contains provisions and requirements designed to identify and address
certain conflicts of interest between personal investment activities and the
interests of the Fund. Among other things, the Adviser's Code of Ethics
prohibits certain types of transactions absent prior approval, imposes time
periods during which personal transactions may not be made in certain
securities, and requires the submission of duplicate broker confirmations and
quarterly reporting of securities transactions. Additional restrictions apply to
portfolio managers, traders, research analysts and others involved in the
investment advisory process. Exceptions to these and other provisions of the
Adviser's Code of Ethics may be granted in particular circumstances after review
by appropriate personnel.
The following information replaces the first and second paragraphs under
"Investment Adviser" on page 39:
For Scudder Kemper's services, Scudder Short Term Bond Fund pays
Scudder Kemper a fee equal to 0.450% of average daily net assets on such assets
up to $1.5 billion, 0.425% of average daily net assets on such assets exceeding
$1.5 billion, and 0.400% of average daily net assets on such assets exceeding $2
billion. For the fiscal year ended December 31, 1997 the investment management
fees for Short Term Bond Fund amounted to $6,769,577. Effective October 1, 1998,
the Adviser had agreed not to impose all or a portion of the Fund's management
fee until April 30, 2000 in order to maintain the annualized expenses of the
Fund at not more than 0.85% of average daily net assets. For the fiscal year
ended December 31, 1998, the Adviser did not impose a portion of its management
fee amounting to $6,802, and the amount imposed was $5,843,775. This was
equivalent to an annualized effective rate of 0.54% of the Fund's daily net
assets. During the year ended December 31, 1998, the Adviser reimbursed the Fund
$12,808,543 for losses incurred in connection with certain portfolio
transaction, and in addition $150,000 has been credited to capital and is due
from the Adviser at December 31, 1998. For the fiscal year ended December 31,
1999, the Adviser did not impose a portion of its management fee aggregating
$192,586, and the amount imposed aggregated $4,798,708. This was equivalent to
an annualized effective rate of 0.53% of the Fund's daily net assets.
<PAGE>
The fees are payable monthly, provided the Fund will make such interim
payments as may be requested by the Adviser not to exceed 75% of the amount of
the fee then accrued on the books of a Fund and unpaid.
As of _____________, the following information replaces the information
regarding "Trustees and Officers" on page 40:
TRUSTEES AND OFFICERS OF SCUDDER PORTFOLIO TRUST
<TABLE>
<CAPTION>
Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------
<S> <C> <C> <C>
Henry P. Becton, Jr. (56) Trustee President and General Manager, WGBH --
WGBH Educational Foundation
125 Western Avenue
Allston, MA 02134
Linda C. Coughlin (48)+* Trustee Managing Director of Scudder Kemper Senior Vice President
Investments, Inc.
Dawn-Marie Driscoll (53) Trustee Executive Fellow, Center for Business --
4909 SW 9th Place Ethics, Bentley College; President,
Cape Coral, FL 33914 Driscoll Associates
Edgar R. Fiedler (70) Trustee Senior Fellow and Economic --
50023 Brogden Counsellor, The Conference Board, Inc.
Chapel Hill, NC
Keith R. Fox (45) Trustee Private Equity Investor, President, --
10 East 53rd Street Exeter Capital Management Corporation
New York, NY 10022
Joan E. Spero (55) Trustee President, Doris Duke Charitable --
Doris Duke Charitable Foundation Foundation; Department of State -
650 Fifth Avenue Undersecretary of State for Economic,
New York, NY 10128 Business and Agricultural Affairs
(March 1993 to January 1997)
Jean Gleason Stromberg (56) Trustee Consultant; Director, Financial --
3816 Military Road, NW Institutions Issues, U.S. General
Washington, D.C. Accounting Office (1996-1997);
Partner, Fulbright & Jaworski Law
Firm (1978-1996)
Jean C. Tempel (56) Trustee Managing Partner, Technology Equity --
Ten Post Office Square Suite Partners
1325Boston, MA 02109
Steven Zaleznick (45)* Trustee President and CEO, AARP Services, Inc. --
(address)
<PAGE>
Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------
Ann M. McCreary (43) # Vice President Managing Director of Scudder Kemper --
Investments, Inc.
John R. Hebble (42)+ Treasurer Senior Vice President of Scudder Assistant Treasurer
Kemper Investments, Inc.
Caroline Pearson (38)+ Assistant Secretary Senior Vice President of Scudder Clerk
Kemper Investments, Inc.; Associate,
Dechert Price & Rhoads (law firm)
1989 - 1997
John Millette (37)+ Vice President and Vice President of Scudder Kemper --
Secretary Investments, Inc.
* Ms. Couglin and Mr. Zaleznick are considered by the Fund and its
counsel to be "interested persons" of the Adviser or of the Trust as
defined in the 1940 Act.
** Unless otherwise stated, all officers and directors have been
associated with their respective companies for more than five years,
but not necessarily in the same capacity.
+ Address: Two International Place, Boston, Massachusetts 02110
# Address: 345 Park Avenue, New York, New York 10154
</TABLE>
The Trustees and officers of the Trust also serve in similar capacities
with respect to other Scudder Funds.
[Shareholdings to be updated]
The following information regarding the "Administrative Fee" is added on page
43:
Administrative Fee
The Fund has entered into administrative services agreements with
Scudder Kemper (the "Administration Agreements"), pursuant to which Scudder
Kemper will provide or pay others to provide substantially all of the
administrative services required by the Fund (other than those provided by
Scudder Kemper under its investment management agreement with the Fund, as
described above) in exchange for the payment by the Fund of an administrative
services fee (the "Administrative Fee") of 0.30% of its average daily net
assets. One effect of these arrangements is to make the Fund's future expense
ratio more predictable. The Administrative Fee will become effective on or about
October 1, 2000.
Various third-party service providers (the "Service Providers"), some
of which are affiliated with Scudder Kemper, provide certain services to the
Fund pursuant to separate agreements with the Fund. Scudder Fund Accounting
Corporation, a subsidiary of Scudder Kemper, computes net asset value for the
Fund and maintains their accounting records. Scudder Service Corporation, also a
subsidiary of Scudder Kemper, is the transfer, shareholder servicing and
dividend-paying agent for the shares of the Fund. Scudder Trust Company, an
affiliate of Scudder Kemper, provides subaccounting and recordkeeping services
for shareholders in certain retirement and employee benefit plans. As custodian,
Brown Brothers Harriman holds the portfolio securities of the Fund, pursuant to
a custodian agreement.
<PAGE>
PricewaterhouseCoopers LLP audits the financial statements of the Fund and
provides other audit, tax, and related services. Dechert Price & Rhoads acts as
general counsel for the Fund. In addition to the fees they pay under the
investment management agreements with Scudder Kemper, the Fund pays the fees and
expenses associated with these service arrangements, as well as the Fund's
insurance, registration, printing, postage and other costs.
Scudder Kemper will pay the Service Providers for the provision of
their services to the Fund and will pay other Fund expenses, including
insurance, registration, printing and postage fees. In return, the Fund will pay
Scudder Kemper an Administrative Fee.
The Administration Agreement has an initial term of three years,
subject to earlier termination by the Fund's Board. The fee payable by the Fund
to Scudder Kemper pursuant to the Administration Agreements is reduced by the
amount of any credit received from the Fund's custodian for cash balances.
Certain expenses of the Fund will not be borne by Scudder Kemper under
the Administration Agreements, such as taxes, brokerage, interest and
extraordinary expenses; and the fees and expenses of the Independent Trustees
(including the fees and expenses of their independent counsel). In addition, the
Fund will continue to pay the fees required by its investment management
agreement with Scudder Kemper.
<PAGE>
Part A of this Post-Effective Amendment No.32 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Short Term Bond Fund's
Post-Effective Amendment No. 31 on Form N-1A filed on April 12, 2000.
<PAGE>
Part B of this Post-Effective Amendment No.32 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Short Term Bond Fund's
Post-Effective Amendment No. 31 on Form N-1A filed on April 12, 2000.
<PAGE>
SCUDDER FUNDS TRUST
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 23. Exhibits:
- -------- ---------
<S> <C> <C> <C>
(a) (a)(1) Amended and Restated Declaration of Trust dated December 21, 1987 is
incorporated by reference to Post-Effective Amendment No. 24 to 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, 1989is
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.
(a)(12) Establishment and Designation of Classes of Shares of Beneficial
Interest, $0.01 par value, S Class and AARP Class, with respect to
Scudder Short Term Bond Fund is filed herein.
(b) (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.
<PAGE>
(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.
(c) Inapplicable.
(d) (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.
(d)(3) Investment Management Agreement between the Registrant, on behalf of
Scudder Short Term Bond Fund, and Scudder Kemper Investments, Inc.
dated , 2000 to be filed by amendment.
(e) (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.
(f) Inapplicable.
(g) (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.
2
<PAGE>
(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.
(h) (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.
(h)(9) Administrative Agreement between the Registrant on behalf of Scudder
Short Term Bond Fund and Scudder Kemper Investments, Inc. dated
, 2000 to be filed by amendment.
(i) Inapplicable.
(j) Inapplicable.
(k) Inapplicable.
(l) Inapplicable.
(m) Inapplicable.
(n) Plan with respect to Scudder Short Term Bond Fund pursuant to Rule 18f-3
to be filed by amendment.
(o) Inapplicable.
3
<PAGE>
(p)(1) Code of Ethics for Scudder Kemper Investments, Inc. and Kemper
Distributors, Inc. isincorporated by reference to Post-Effective Amendment
No. 31 to the Registration Statement.
</TABLE>
Item 24. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
None
Item 25. 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.
4
<PAGE>
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
5
<PAGE>
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 26. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
<S> <C>
Stephen R. Beckwith Treasurer, Scudder Kemper Investments, Inc.**
Director, Kemper Service Company
Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director and Treasurer, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Director and Chairman, Scudder Threadneedle International Ltd.
Director, Scudder Kemper Holdings (UK) Ltd. oo
Director and President, Scudder Realty Holdings Corporation *
Director, Scudder, Stevens & Clark Overseas Corporation o
Director and Treasurer, Zurich Investment Management, Inc. xx
Director and Treasurer, Zurich Kemper Investments, Inc.
Director, Kemper Distributors, Inc.
Lynn S. Birdsong Director, Vice President and Chief Investment Officer, Scudder Kemper Investments,
Inc.**
6
<PAGE>
Director and Chairman, ScudderInvestments (Luxembourg) S.A.#
Director, Scudder Investments (U.K.) Ltd. oo
Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
Director and Chairman, Scudder Investments Japan, Inc. +++
Senior Vice President, Scudder Investor Services, Inc.
Director and Chairman, Scudder Trust (Cayman) Ltd. +++ +++ +++
Director, Scudder, Stevens & Clark Australia x
Director and Vice President, Zurich Investment Management, Inc. xx
Director and President, Scudder, Stevens & Clark Corporation **
Director and President, Scudder , Stevens & Clark Overseas Corporation o
Director, Scudder Threadneedle International Ltd.
Director, Korea Bond Fund Management Co., Ltd.+
William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company xxx
Nicholas Bratt Director, Scudder Kemper Investments, Inc.**
Vice President, Scudder, Stevens & Clark Corporation **
Vice President, Scudder, Stevens & Clark Overseas Corporation o
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation xx
Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
CEO/Branch Offices, Zurich Life Insurance Company ##
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Chairman of the Board, Zurich Holding Company of America xxx
Director, ZKI Holding Corporation xx
Harold D. Kahn Chief Financial Officer, Scudder Kemper Investments, Inc.**
Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Vice President, Chief Legal Officer and Secretary, Kemper Distributors, Inc.
Director and Secretary, Kemper Service Company
Director, Senior Vice President, Chief Legal Officer & Assistant Clerk, Scudder
Investor Services, Inc.
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director and Secretary, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc. ###
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. ++
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
7
<PAGE>
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President, Chief Legal Officer and Secretary, Scudder Financial
Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd. +
Director, Scudder Threadneedle International Ltd.
Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
Director, Scudder Investments Japan, Inc. +++
Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
Director and Secretary, Zurich Investment Management, Inc. xx
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President and Director, Scudder, Stevens & Clark Overseas Corporation o
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc.++
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
Director, Scudder Threadneedle International Ltd.
Director, Scudder Investments Japan, Inc. +++
Director, Scudder Kemper Holdings (UK) Ltd. oo
President and Director, Zurich Investment Management, Inc. xx
Director and Deputy Chairman, Scudder Investment Holdings Ltd.
</TABLE>
* Two International Place, Boston, MA
++ 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
Luxembourg B 34.564
*** Toronto, Ontario, Canada
+++ +++ +++ Grand Cayman, Cayman Islands, British West Indies
o 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
xxx Zurich Towers, 1400 American Ln., Schaumburg, IL
+ P.O. Box 309, Upland House, S. Church St., Grand Cayman,
British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
oo One South Place, 5th Floor, London EC2M 2ZS England
ooo One Exchange Square, 29th Floor, Hong Kong
+ ++ Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon, Minato-ku,
Tokyo 105-0001
x Level 3, Five Blue Street, North Sydney, NSW 2060
8
<PAGE>
Item 27. Principal Underwriters.
- -------- -----------------------
(a)
Scudder Investor Services, Inc. acts as principal underwriter of the
Registrant's shares and also acts as principal underwriter for other
funds managed by Scudder Kemper Investments, Inc.
(b)
The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 27.
<TABLE>
<CAPTION>
(1) (2) (3)
Scudder Investor Services, Inc. Position and Offices with Positions and
Name and Principal Scudder Investor Services, Inc. Offices with Registrant
Business Address ------------------------------- -----------------------
----------------
<S> <C> <C>
Lynn S. Birdsong Senior Vice President None
345 Park Avenue
New York, NY 10154
Mark S. Casady President and Assistant Treasurer None
Two International Place
Boston, MA 02110
Linda Coughlin Director and Senior Vice President Trustee and President
Two International Place
Boston, MA 02110
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154
Philip S. Fortuna Vice President None
101 California Street
San Francisco, CA 94111
William F. Glavin Vice President None
Two International Place
Boston, MA 02110
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
John R. Hebble Assistant Treasurer Treasurer
Two International Place
Boston, MA 02110
9
<PAGE>
Scudder Investor Services, Inc. Position and Offices with Positions and
Name and Principal Scudder Investor Services, Inc. Offices with Registrant
Business Address ------------------------------- -----------------------
----------------
James J. McGovern Chief Financial Officer and Treasurer None
345 Park Avenue
New York, NY 10154
Lorie C. O'Malley Vice President None
Two International Place
Boston, MA 02110
Caroline Pearson Clerk Assistant Secretary
Two International Place
Boston, MA 02110
Kathryn L. Quirk Director, Senior Vice President, Chief Trustee, Vice President
345 Park Avenue Legal Officer and Assistant Clerk and Assistant Secretary
New York, NY 10154
Robert A. Rudell Director and Vice President None
Two International Place
Boston, MA 02110
William M. Thomas Vice President None
Two International Place
Boston, MA 02110
Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President and Chief Compliance None
Two International Place Officer
Boston, MA 02110
</TABLE>
(c) Not applicable
10
<PAGE>
Item 28. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder Kemper
Investments, Two International Place, Boston, MA 02110.
Records relating to the duties of the Registrant's custodian
are maintained by State Street Bank and Trust Company,
Heritage Drive, North Quincy, Massachusetts. Records relating
to the duties of the Registrant's transfer agent are
maintained by Scudder Service Corporation, Two International
Place, Boston, Massachusetts.
Item 29. Management Services.
- -------- --------------------
Inapplicable.
Item 30. Undertakings.
- -------- -------------
Inapplicable.
11
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Boston, and
Commonwealth of Massachusetts on May 8, 2000.
SCUDDER FUNDS TRUST
By: /s/ John Millette
-----------------
John Millette
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Linda C. Coughlin
- --------------------------------------
Linda C. Coughlin President and Trustee May 8, 2000
/s/ Henry P. Becton, Jr.
- --------------------------------------
Henry P. Becton, Jr.* Trustee May 8, 2000
/s/ Dawn-Marie Driscoll
- --------------------------------------
Dawn-Marie Driscoll* Trustee May 8, 2000
/s/ Peter B. Freeman
- --------------------------------------
Peter B. Freeman* Trustee May 8, 2000
/s/ George M. Lovejoy, Jr.
- --------------------------------------
George M. Lovejoy, Jr.* Trustee May 8, 2000
/s/ Wesley W. Marple, Jr.
- --------------------------------------
Wesley W. Marple, Jr.* Trustee May 8, 2000
/s/ Kathryn L. Quirk
- --------------------------------------
Kathryn L. Quirk Trustee, Vice President and Assistant May 8, 2000
Secretary
/s/ Jean C. Tempel
- --------------------------------------
Jean C. Tempel* Trustee May 8, 2000
/s/ John R. Hebble
- --------------------------------------
John R. Hebble Treasurer May 8, 2000
</TABLE>
*By: /s/ John Millette
-----------------
John Millette**
** Attorney-in-fact pursuant to powers of attorney contained in the
signature page of Post-Effective Amendment No. 30 to the
Registration Statement.
<PAGE>
File No. 2-73371
File No. 811-3229
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 32
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 31
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER FUNDS TRUST
<PAGE>
SCUDDER FUNDS TRUST
EXHIBIT INDEX
Exhibit (a)(12)
2
Exhibit(a)(12)
Scudder Funds Trust
Establishment and Designation of Classes
of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")
The undersigned, being a majority of the duly elected and qualified
Trustees of Scudder Funds Trust, a Massachusetts business trust (the "Fund"),
acting pursuant to Section 5.11 of the Amended and Restated Declaration of Trust
dated December 21, 1987 (the "Declaration of Trust"), hereby further divide the
authorized and unissued shares of beneficial interest (the "Shares") of the
series of the Fund heretofore designated as Scudder Short Term Bond Fund (the
"Series") into the two classes designated below in paragraph 1 (each a "Class"
and collectively the "Classes"), each Class to have the special and relative
rights specified in this Instrument:
1. The Classes shall be designated as follows:
Scudder Short Term Bond Fund - Class S Shares
Scudder Short Term Bond Fund - AARP Shares
2. The Shares of the Series outstanding as of the close of business on
the date of the filing of this Instrument with the Secretary of the Commonwealth
of Massachusetts are hereby redesignated as Scudder Short Term Bond Fund Class S
Shares.
3. Each Share shall be redeemable, and, except as provided below, shall
represent a pro rata beneficial interest in the assets attributable to such
Class of shares of the Series, and shall be entitled to receive its pro rata
share of net assets attributable to such Class of Shares of the Series upon
liquidation of the Series, all as provided in or not inconsistent with the
Declaration of Trust. Each Share shall have the voting, dividend, liquidation
and other rights, preferences, powers, restrictions, limitations,
qualifications, terms and conditions, as set forth in the Declaration of Trust.
4. Upon the effective date of this Instrument:
a. Each Share of each Class of the Series shall be entitled to one vote
(or fraction thereof in respect of a fractional share) on matters which such
Shares (or Class of Shares) shall be entitled to vote. Shareholders of the
Series shall vote together on any matter, except to the extent otherwise
required by the Investment Company Act of 1940, as amended (the "1940 Act"), or
when the Trustees have determined that the matter affects only the interest of
Shareholders of one or more Classes, in which case only the Shareholders of such
Class or Classes shall be entitled to vote thereon. Any matter shall be deemed
to have been effectively acted upon with respect to the Fund if acted upon as
provided in Rule 18f-2 under the 1940 Act or any successor rule and in the
Declaration of Trust.
b. Liabilities, expenses, costs, charges or reserves that should be
properly allocated to the Shares of a particular Class of the Series may,
pursuant to a Plan adopted by the Trustees under Rule 18f-3 under the 1940 Act,
or such similar rule under or provision or
<PAGE>
interpretation of the 1940 Act, be charged to and borne solely by such Class and
the bearing of expenses solely by a Class of Shares may be appropriately
reflected and cause differences in net asset value attributable to, and the
dividend, redemption and liquidation rights of, the Shares of different Classes.
5. The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets, liabilities and
expenses or to change the designation of any Class now or hereafter created, or
to otherwise change the special and relative rights of any such Class, provided
that such change shall not adversely affect the rights of Shareholders of such
Class.
Except as otherwise provided in this Instrument, the foregoing shall
be effective upon the filing of this Instrument with the Secretary of the
Commonwealth of Massachusetts.
/s/Henry P. Becton, Jr.
- ----------------------------------
Henry P. Becton, Jr., as Trustee
/s/Linda C. Coughlin
- ----------------------------------
Linda C. Coughlin, as Trustee
/s/Dawn-Marie Driscoll
- ----------------------------------
Dawn-Marie Driscoll, as Trustee
/s/Peter B. Freeman
- ----------------------------------
Peter B. Freeman, as Trustee
/s/George M. Lovejoy, Jr.
- ----------------------------------
George M. Lovejoy, Jr., as Trustee
/s/Wesley W. Marple, Jr.
- ----------------------------------
Wesley W. Marple, Jr., as Trustee
/s/Kathryn L. Quirk
- ----------------------------------
Kathryn L. Quirk, as Trustee
2
<PAGE>
/s/Jean C. Tempel
- ----------------------------------
Jean C. Tempel, as Trustee
Dated: April 11, 2000
---------
3
