<PAGE> PAGE 1
000 B000000 12/31/97
000 C000000 703642
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 SCUDDER FUND, INC.
001 B000000 811-3495
001 C000000 2123266656
002 A000000 345 PARK AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10154
002 D020000 0010
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 3
007 C010100 1
007 C020100 MANAGED TAX-FREE FUND
007 C030100 N
007 C010200 2
007 C020200 MANAGED GOVERNMENT SECURITIES FUND
007 C030200 N
007 C010300 3
007 C020300 MANAGED CASH FUND
007 C030300 N
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A00AA01 SCUDDER KEMPER INVESTMENTS, INC.
008 B00AA01 A
008 C00AA01 801-252
008 D01AA01 NEW YORK
008 D02AA01 NY
008 D03AA01 10154
008 D04AA01 0010
010 A00AA01 SCUDDER FUND ACCOUNTING CORPORATION
010 C01AA01 BOSTON
010 C02AA01 MA
010 C03AA01 02110
011 A00AA01 SCUDDER INVESTOR SERVICES, INC.
<PAGE> PAGE 2
011 B00AA01 8-298
011 C01AA01 BOSTON
011 C02AA01 MA
011 C03AA01 02110
012 A00AA01 SCUDDER SERVICE CORPORATION
012 B00AA01 84-1489
012 C01AA01 BOSTON
012 C02AA01 MA
012 C03AA01 02110
013 A00AA01 PRICE WATERHOUSE LLP
013 B01AA01 NEW YORK
013 B02AA01 NY
013 B03AA01 10036
014 A00AA01 SCUDDER INVESTOR SERVICES, INC.
014 B00AA01 8-298
015 A00AA01 STATE STREET BANK AND TRUST COMPANY
015 B00AA01 C
015 C01AA01 BOSTON
015 C02AA01 MA
015 C03AA01 02110
015 E01AA01 X
015 A00AA02 STATE STREET BANK & TRUST CO.
015 B00AA02 S
015 C01AA02 LONDON
015 D01AA02 UNITED KINGDOM
015 E04AA02 X
015 A00AA03 DELETE
015 A00AA04 DELETE
015 A00AA05 DELETE
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 52
019 C00AA00 SCUDDERRRR
020 C000001 0
020 C000002 0
020 C000003 0
020 C000004 0
020 C000005 0
020 C000006 0
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 0
022 A000001 MESEROW
022 C000001 311729
022 D000001 96546
022 A000002 WARTSILA
022 C000002 266676
022 D000002 0
022 A000003 ASSOCIATES CORP OF N. AMERICA
<PAGE> PAGE 3
022 C000003 241749
022 D000003 0
022 A000004 WILLIAMS CAPITAL
022 B000004 13-3747879
022 C000004 234203
022 D000004 0
022 A000005 SANWA-BKG SECS
022 C000005 201727
022 D000005 19966
022 A000006 FORD MOTOR CREDIT CORP
022 C000006 192718
022 D000006 0
022 A000007 MERRILL LYNCH
022 B000007 13-5674085
022 C000007 107074
022 D000007 79380
022 A000008 GOLDMAN, SACHS & CO
022 B000008 13-5108880
022 C000008 180158
022 D000008 2988
022 A000009 PRUDENTIAL FUNDING
022 C000009 106967
022 D000009 19902
022 A000010 J.P. MORGAN SECURITIES
022 B000010 13-3224016
022 C000010 117882
022 D000010 2495
023 C000000 7042776
023 D000000 652686
024 00AA00 N
026 A000000 N
026 B000000 N
026 C000000 N
026 D000000 Y
026 E000000 Y
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
029 00AA00 N
030 A00AA00 0
030 B00AA00 0.00
030 C00AA00 0.00
031 A00AA00 0
031 B00AA00 0
032 00AA00 0
033 00AA00 0
034 00AA00 N
035 00AA00 0
036 B00AA00 0
<PAGE> PAGE 4
037 00AA00 N
038 00AA00 0
039 00AA00 N
040 00AA00 Y
041 00AA00 N
042 A00AA00 0
042 B00AA00 0
042 C00AA00 0
042 D00AA00 0
042 E00AA00 0
042 F00AA00 0
042 G00AA00 0
042 H00AA00 0
043 00AA00 0
044 00AA00 0
055 A00AA00 N
055 B00AA00 N
056 00AA00 Y
057 00AA00 N
066 A00AA00 N
067 00AA00 N
068 A00AA00 N
068 B00AA00 N
069 00AA00 N
077 A000000 Y
077 B000000 Y
077 C000000 Y
077 Q010000 Y
077 Q020000 N
077 Q030000 Y
078 000000 N
080 A00AA00 ICI MUTUAL INSURANCE COMPANY
080 B00AA00 NATIONAL UNION FIRE INSURANCE COMPANY
080 C00AA00 60000
081 A00AA00 Y
081 B00AA00 86
082 A00AA00 N
082 B00AA00 0
083 A00AA00 N
083 B00AA00 0
084 A00AA00 N
084 B00AA00 0
085 A00AA00 Y
085 B00AA00 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
<PAGE> PAGE 5
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
028 A010100 16462
028 A020100 16
028 A030100 0
028 A040100 10443
028 B010100 133707
028 B020100 15
028 B030100 0
028 B040100 34487
028 C010100 24561
028 C020100 17
028 C030100 0
028 C040100 30282
028 D010100 21195
028 D020100 25
028 D030100 0
028 D040100 25703
028 E010100 19379
028 E020100 24
028 E030100 0
028 E040100 17937
028 F010100 127424
028 F020100 25
028 F030100 0
028 F040100 23775
028 G010100 342728
028 G020100 122
028 G030100 0
028 G040100 142627
028 H000100 0
045 000100 Y
046 000100 N
047 000100 Y
048 000100 0.250
048 A010100 0
048 A020100 0.000
048 B010100 0
048 B020100 0.000
048 C010100 0
048 C020100 0.000
048 D010100 0
048 D020100 0.000
048 E010100 0
048 E020100 0.000
048 F010100 0
048 F020100 0.000
048 G010100 0
<PAGE> PAGE 6
048 G020100 0.000
048 H010100 0
048 H020100 0.000
048 I010100 0
048 I020100 0.000
048 J010100 0
048 J020100 0.000
048 K010100 0
048 K020100 0.000
049 000100 N
050 000100 N
051 000100 N
052 000100 N
053 A000100 Y
053 B000100 Y
054 A000100 Y
054 B000100 Y
054 C000100 N
054 D000100 N
054 E000100 N
054 F000100 N
054 G000100 Y
054 H000100 Y
054 I000100 N
054 J000100 Y
054 K000100 N
054 L000100 N
054 M000100 Y
054 N000100 N
054 O000100 N
058 A000100 N
059 000100 Y
060 A000100 Y
060 B000100 Y
061 000100 100000
062 A000100 Y
062 B000100 0.0
062 C000100 0.0
062 D000100 0.0
062 E000100 100.0
062 F000100 0.0
062 G000100 0.0
062 H000100 0.0
062 I000100 0.0
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 0.0
062 N000100 0.0
062 O000100 0.0
062 P000100 0.0
<PAGE> PAGE 7
062 Q000100 0.0
062 R000100 0.0
063 A000100 41
063 B000100 0.0
064 A000100 Y
064 B000100 N
070 A010100 Y
070 A020100 N
070 B010100 N
070 B020100 N
070 C010100 N
070 C020100 N
070 D010100 N
070 D020100 N
070 E010100 N
070 E020100 N
070 F010100 N
070 F020100 N
070 G010100 N
070 G020100 N
070 H010100 N
070 H020100 N
070 I010100 N
070 I020100 N
070 J010100 N
070 J020100 N
070 K010100 N
070 K020100 N
070 L010100 N
070 L020100 N
070 M010100 N
070 M020100 N
070 N010100 N
070 N020100 N
070 O010100 N
070 O020100 N
070 P010100 Y
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
070 R020100 N
071 A000100 0
071 B000100 0
071 C000100 0
071 D000100 0
072 A000100 12
072 B000100 4866
072 C000100 0
072 D000100 0
072 E000100 0
<PAGE> PAGE 8
072 F000100 407
072 G000100 0
072 H000100 0
072 I000100 240
072 J000100 68
072 K000100 0
072 L000100 11
072 M000100 14
072 N000100 30
072 O000100 0
072 P000100 0
072 Q000100 0
072 R000100 21
072 S000100 38
072 T000100 0
072 U000100 0
072 V000100 0
072 W000100 45
072 X000100 874
072 Y000100 120
072 Z000100 4113
072AA000100 0
072BB000100 0
072CC010100 0
072CC020100 0
072DD010100 4113
072DD020100 0
072EE000100 0
073 A010100 0.0300
073 A020100 0.0140
073 B000100 0.0000
073 C000100 0.0000
074 A000100 153
074 B000100 0
074 C000100 280728
074 D000100 0
074 E000100 0
074 F000100 0
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 385
074 K000100 51
074 L000100 1643
074 M000100 31
074 N000100 282991
074 O000100 12030
074 P000100 12
074 Q000100 0
074 R010100 0
074 R020100 0
<PAGE> PAGE 9
074 R030100 0
074 R040100 724
074 S000100 0
074 T000100 270225
074 U010100 176520
074 U020100 93705
074 V010100 1.00
074 V020100 0.00
074 W000100 1.0000
074 X000100 164
074 Y000100 0
075 A000100 18773440
075 B000100 0
076 000100 0.00
028 A010200 17692
028 A020200 34
028 A030200 0
028 A040200 11559
028 B010200 75784
028 B020200 32
028 B030200 0
028 B040200 12098
028 C010200 27682
028 C020200 36
028 C030200 0
028 C040200 19555
028 D010200 82173
028 D020200 38
028 D030200 0
028 D040200 91899
028 E010200 25226
028 E020200 41
028 E030200 0
028 E040200 29026
028 F010200 21247
028 F020200 46
028 F030200 0
028 F040200 32649
028 G010200 249804
028 G020200 227
028 G030200 0
028 G040200 196786
028 H000200 0
045 000200 Y
046 000200 N
047 000200 Y
048 000200 0.250
048 A010200 0
048 A020200 0.000
048 B010200 0
048 B020200 0.000
<PAGE> PAGE 10
048 C010200 0
048 C020200 0.000
048 D010200 0
048 D020200 0.000
048 E010200 0
048 E020200 0.000
048 F010200 0
048 F020200 0.000
048 G010200 0
048 G020200 0.000
048 H010200 0
048 H020200 0.000
048 I010200 0
048 I020200 0.000
048 J010200 0
048 J020200 0.000
048 K010200 0
048 K020200 0.000
049 000200 N
050 000200 N
051 000200 N
052 000200 N
053 A000200 Y
053 B000200 Y
054 A000200 Y
054 B000200 Y
054 C000200 N
054 D000200 N
054 E000200 N
054 F000200 N
054 G000200 Y
054 H000200 Y
054 I000200 N
054 J000200 Y
054 K000200 N
054 L000200 N
054 M000200 Y
054 N000200 N
054 O000200 N
058 A000200 N
059 000200 Y
060 A000200 Y
060 B000200 Y
061 000200 100000
062 A000200 Y
062 B000200 0.0
062 C000200 90.0
062 D000200 10.0
062 E000200 0.0
062 F000200 0.0
062 G000200 0.0
<PAGE> PAGE 11
062 H000200 0.0
062 I000200 0.0
062 J000200 0.0
062 K000200 0.0
062 L000200 0.0
062 M000200 0.0
062 N000200 0.0
062 O000200 0.0
062 P000200 0.0
062 Q000200 0.0
062 R000200 0.0
063 A000200 66
063 B000200 0.0
064 A000200 Y
064 B000200 N
070 A010200 Y
070 A020200 Y
070 B010200 N
070 B020200 N
070 C010200 N
070 C020200 N
070 D010200 N
070 D020200 N
070 E010200 N
070 E020200 N
070 F010200 N
070 F020200 N
070 G010200 N
070 G020200 N
070 H010200 N
070 H020200 N
070 I010200 N
070 I020200 N
070 J010200 Y
070 J020200 N
070 K010200 Y
070 K020200 N
070 L010200 N
070 L020200 N
070 M010200 N
070 M020200 N
070 N010200 Y
070 N020200 N
070 O010200 N
070 O020200 N
070 P010200 Y
070 P020200 N
070 Q010200 N
070 Q020200 N
070 R010200 N
070 R020200 N
<PAGE> PAGE 12
071 A000200 0
071 B000200 0
071 C000200 0
071 D000200 0
072 A000200 12
072 B000200 3381
072 C000200 0
072 D000200 0
072 E000200 0
072 F000200 142
072 G000200 0
072 H000200 0
072 I000200 121
072 J000200 58
072 K000200 0
072 L000200 7
072 M000200 10
072 N000200 28
072 O000200 0
072 P000200 0
072 Q000200 0
072 R000200 28
072 S000200 27
072 T000200 0
072 U000200 0
072 V000200 0
072 W000200 12
072 X000200 433
072 Y000200 147
072 Z000200 3095
072AA000200 0
072BB000200 0
072CC010200 0
072CC020200 0
072DD010200 3095
072DD020200 0
072EE000200 0
073 A010200 0.0490
073 A020200 0.0220
073 B000200 0.0000
073 C000200 0.0000
074 A000200 3
074 B000200 8071
074 C000200 76213
074 D000200 0
074 E000200 0
074 F000200 0
074 G000200 0
074 H000200 0
074 I000200 0
074 J000200 0
<PAGE> PAGE 13
074 K000200 18
074 L000200 17
074 M000200 46
074 N000200 84368
074 O000200 0
074 P000200 66
074 Q000200 0
074 R010200 0
074 R020200 0
074 R030200 0
074 R040200 432
074 S000200 0
074 T000200 83870
074 U010200 29439
074 U020200 54431
074 V010200 1.00
074 V020200 0.00
074 W000200 1.0000
074 X000200 271
074 Y000200 0
075 A000200 93444584
075 B000200 0
076 000200 0.00
028 A010300 167641
028 A020300 465
028 A030300 0
028 A040300 56502
028 B010300 545402
028 B020300 660
028 B030300 0
028 B040300 193554
028 C010300 268752
028 C020300 1224
028 C030300 0
028 C040300 179383
028 D010300 358158
028 D020300 1466
028 D030300 0
028 D040300 212017
028 E010300 249370
028 E020300 1876
028 E030300 0
028 E040300 250890
028 F010300 442902
028 F020300 2082
028 F030300 0
028 F040300 379028
028 G010300 2032225
028 G020300 7773
028 G030300 0
028 G040300 1271374
<PAGE> PAGE 14
028 H000300 0
045 000300 Y
046 000300 N
047 000300 Y
048 000300 0.250
048 A010300 0
048 A020300 0.000
048 B010300 0
048 B020300 0.000
048 C010300 0
048 C020300 0.000
048 D010300 0
048 D020300 0.000
048 E010300 0
048 E020300 0.000
048 F010300 0
048 F020300 0.000
048 G010300 0
048 G020300 0.000
048 H010300 0
048 H020300 0.000
048 I010300 0
048 I020300 0.000
048 J010300 0
048 J020300 0.000
048 K010300 0
048 K020300 0.000
049 000300 N
050 000300 N
051 000300 N
052 000300 N
053 A000300 Y
053 B000300 Y
054 A000300 Y
054 B000300 Y
054 C000300 N
054 D000300 N
054 E000300 N
054 F000300 N
054 G000300 Y
054 H000300 Y
054 I000300 N
054 J000300 Y
054 K000300 N
054 L000300 N
054 M000300 Y
054 N000300 N
054 O000300 N
058 A000300 N
059 000300 Y
060 A000300 Y
<PAGE> PAGE 15
060 B000300 Y
061 000300 25000
062 A000300 Y
062 B000300 0.0
062 C000300 1.0
062 D000300 22.0
062 E000300 0.0
062 F000300 22.0
062 G000300 0.0
062 H000300 0.0
062 I000300 0.0
062 J000300 0.0
062 K000300 0.0
062 L000300 55.0
062 M000300 0.0
062 N000300 0.0
062 O000300 0.0
062 P000300 23.0
062 Q000300 0.0
062 R000300 0.0
063 A000300 66
063 B000300 0.0
064 A000300 Y
064 B000300 N
070 A010300 Y
070 A020300 Y
070 B010300 N
070 B020300 N
070 C010300 N
070 C020300 N
070 D010300 N
070 D020300 N
070 E010300 N
070 E020300 N
070 F010300 N
070 F020300 N
070 G010300 N
070 G020300 N
070 H010300 N
070 H020300 N
070 I010300 N
070 I020300 N
070 J010300 N
070 J020300 N
070 K010300 N
070 K020300 N
070 L010300 Y
070 L020300 Y
070 M010300 N
070 M020300 N
070 N010300 Y
<PAGE> PAGE 16
070 N020300 N
070 O010300 N
070 O020300 N
070 P010300 Y
070 P020300 N
070 Q010300 N
070 Q020300 N
070 R010300 N
070 R020300 N
071 A000300 0
071 B000300 0
071 C000300 0
071 D000300 0
072 A000300 12
072 B000300 31972
072 C000300 0
072 D000300 0
072 E000300 0
072 F000300 1676
072 G000300 0
072 H000300 0
072 I000300 735
072 J000300 146
072 K000300 0
072 L000300 47
072 M000300 14
072 N000300 78
072 O000300 0
072 P000300 0
072 Q000300 0
072 R000300 24
072 S000300 73
072 T000300 0
072 U000300 0
072 V000300 0
072 W000300 16
072 X000300 2809
072 Y000300 459
072 Z000300 29622
072AA000300 0
072BB000300 0
072CC010300 0
072CC020300 0
072DD010300 29622
072DD020300 0
072EE000300 0
073 A010300 0.0510
073 A020300 0.0220
073 B000300 0.0000
073 C000300 0.0000
074 A000300 560
<PAGE> PAGE 17
074 B000300 224570
074 C000300 814866
074 D000300 0
074 E000300 0
074 F000300 0
074 G000300 0
074 H000300 0
074 I000300 0
074 J000300 0
074 K000300 84
074 L000300 6430
074 M000300 45
074 N000300 1046555
074 O000300 0
074 P000300 123
074 Q000300 0
074 R010300 0
074 R020300 0
074 R030300 0
074 R040300 4903
074 S000300 0
074 T000300 1041529
074 U010300 368916
074 U020300 337824
074 V010300 1.00
074 V020300 0.00
074 W000300 1.0000
074 X000300 4582
074 Y000300 0
075 A000300 87492308
075 B000300 0
076 000300 0.00
028 A010400 0
028 A020400 0
028 A030400 0
028 A040400 0
028 B010400 0
028 B020400 0
028 B030400 0
028 B040400 0
028 C010400 0
028 C020400 0
028 C030400 0
028 C040400 0
028 D010400 0
028 D020400 0
028 D030400 0
028 D040400 0
028 E010400 0
028 E020400 0
028 E030400 0
<PAGE> PAGE 18
028 E040400 0
028 F010400 0
028 F020400 0
028 F030400 0
028 F040400 0
028 G010400 0
028 G020400 0
028 G030400 0
028 G040400 0
028 H000400 0
045 000400 N
048 000400 0.000
048 A010400 0
048 A020400 0.000
048 B010400 0
048 B020400 0.000
048 C010400 0
048 C020400 0.000
048 D010400 0
048 D020400 0.000
048 E010400 0
048 E020400 0.000
048 F010400 0
048 F020400 0.000
048 G010400 0
048 G020400 0.000
048 H010400 0
048 H020400 0.000
048 I010400 0
048 I020400 0.000
048 J010400 0
048 J020400 0.000
048 K010400 0
048 K020400 0.000
062 A000400 Y
062 B000400 0.0
062 C000400 0.0
062 D000400 0.0
062 E000400 0.0
062 F000400 0.0
062 G000400 0.0
062 H000400 0.0
062 I000400 0.0
062 J000400 0.0
062 K000400 0.0
062 L000400 0.0
062 M000400 0.0
062 N000400 0.0
062 O000400 0.0
062 P000400 0.0
062 Q000400 0.0
<PAGE> PAGE 19
062 R000400 0.0
063 A000400 0
063 B000400 0.0
064 A000400 N
070 A010400 Y
070 A020400 N
070 B010400 N
070 B020400 N
070 C010400 Y
070 C020400 N
070 D010400 N
070 D020400 N
070 E010400 Y
070 E020400 N
070 F010400 N
070 F020400 N
070 G010400 Y
070 G020400 N
070 H010400 N
070 H020400 N
070 I010400 N
070 I020400 N
070 J010400 Y
070 J020400 N
070 K010400 N
070 K020400 N
070 L010400 Y
070 L020400 N
070 M010400 N
070 M020400 N
070 N010400 Y
070 N020400 N
070 O010400 Y
070 O020400 N
070 P010400 Y
070 P020400 N
070 Q010400 N
070 Q020400 N
070 R010400 N
070 R020400 N
071 A000400 0
071 B000400 0
071 C000400 0
071 D000400 0
072 A000400 0
072 B000400 0
072 C000400 0
072 D000400 0
072 E000400 0
072 F000400 0
072 G000400 0
<PAGE> PAGE 20
072 H000400 0
072 I000400 0
072 J000400 0
072 K000400 0
072 L000400 0
072 M000400 0
072 N000400 0
072 O000400 0
072 P000400 0
072 Q000400 0
072 R000400 0
072 S000400 0
072 T000400 0
072 U000400 0
072 V000400 0
072 W000400 0
072 X000400 0
072 Y000400 0
072 Z000400 0
072AA000400 0
072BB000400 0
072CC010400 0
072CC020400 0
072DD010400 0
072DD020400 0
072EE000400 0
073 A010400 0.0000
073 A020400 0.0000
073 B000400 0.0000
073 C000400 0.0000
074 A000400 0
074 B000400 0
074 C000400 0
074 D000400 0
074 E000400 0
074 F000400 0
074 G000400 0
074 H000400 0
074 I000400 0
074 J000400 0
074 K000400 0
074 L000400 0
074 M000400 0
074 N000400 0
074 O000400 0
074 P000400 0
074 Q000400 0
074 R010400 0
074 R020400 0
074 R030400 0
074 R040400 0
<PAGE> PAGE 21
074 S000400 0
074 T000400 0
074 U010400 0
074 U020400 0
074 V010400 0.00
074 V020400 0.00
074 W000400 0.0000
074 X000400 0
074 Y000400 0
075 A000400 0
075 B000400 0
076 000400 0.00
028 A010500 3268
028 A020500 38
028 A030500 0
028 A040500 1605
028 B010500 1290
028 B020500 40
028 B030500 0
028 B040500 2417
028 C010500 872
028 C020500 40
028 C030500 0
028 C040500 1211
028 D010500 1643
028 D020500 39
028 D030500 0
028 D040500 1828
028 E010500 1749
028 E020500 40
028 E030500 0
028 E040500 1075
028 F010500 0
028 F020500 0
028 F030500 0
028 F040500 0
028 G010500 8822
028 G020500 197
028 G030500 0
028 G040500 8136
028 H000500 0
045 000500 Y
046 000500 N
047 000500 Y
048 000500 0.000
048 A010500 1500000
048 A020500 0.400
048 B010500 0
048 B020500 0.000
048 C010500 0
048 C020500 0.000
<PAGE> PAGE 22
048 D010500 0
048 D020500 0.000
048 E010500 0
048 E020500 0.000
048 F010500 0
048 F020500 0.000
048 G010500 0
048 G020500 0.000
048 H010500 0
048 H020500 0.000
048 I010500 0
048 I020500 0.000
048 J010500 0
048 J020500 0.000
048 K010500 1500000
048 K020500 0.350
049 000500 N
050 000500 N
051 000500 N
052 000500 N
053 A000500 Y
054 A000500 Y
054 B000500 Y
054 C000500 N
054 D000500 N
054 E000500 N
054 F000500 N
054 G000500 Y
054 H000500 Y
054 I000500 N
054 J000500 Y
054 K000500 N
054 L000500 N
054 M000500 Y
054 N000500 N
054 O000500 N
062 A000500 Y
062 B000500 0.0
062 C000500 0.0
062 D000500 0.0
062 E000500 0.0
062 F000500 0.0
062 G000500 0.0
062 H000500 0.0
062 I000500 0.0
062 J000500 0.0
062 K000500 0.0
062 L000500 0.0
062 M000500 0.0
062 N000500 0.0
062 O000500 0.0
<PAGE> PAGE 23
062 P000500 0.0
062 Q000500 0.0
062 R000500 0.0
063 A000500 3
063 B000500 0.0
070 A010500 Y
070 A020500 N
070 B010500 N
070 B020500 N
070 C010500 N
070 C020500 N
070 D010500 N
070 D020500 N
070 E010500 N
070 E020500 N
070 F010500 N
070 F020500 N
070 G010500 N
070 G020500 N
070 H010500 N
070 H020500 N
070 I010500 N
070 I020500 N
070 J010500 N
070 J020500 N
070 K010500 Y
070 K020500 N
070 L010500 N
070 L020500 N
070 M010500 N
070 M020500 N
070 N010500 Y
070 N020500 N
070 O010500 N
070 O020500 N
070 P010500 Y
070 P020500 N
070 Q010500 N
070 Q020500 N
070 R010500 N
070 R020500 N
071 A000500 0
071 B000500 0
071 C000500 0
071 D000500 0
072 A000500 11
072 B000500 519
072 C000500 0
072 D000500 0
072 E000500 0
072 F000500 2
<PAGE> PAGE 24
072 G000500 0
072 H000500 0
072 I000500 46
072 J000500 7
072 K000500 0
072 L000500 1
072 M000500 7
072 N000500 9
072 O000500 0
072 P000500 0
072 Q000500 0
072 R000500 6
072 S000500 5
072 T000500 0
072 U000500 1
072 V000500 0
072 W000500 3
072 X000500 87
072 Y000500 9
072 Z000500 441
072AA000500 0
072BB000500 0
072CC010500 0
072CC020500 0
072DD010500 441
072DD020500 0
072EE000500 0
073 A010500 0.0386
073 A020500 0.0000
073 B000500 0.0000
073 C000500 0.0000
074 A000500 451
074 B000500 0
074 C000500 11805
074 D000500 0
074 E000500 0
074 F000500 0
074 G000500 0
074 H000500 0
074 I000500 0
074 J000500 0
074 K000500 0
074 L000500 0
074 M000500 8
074 N000500 12264
074 O000500 0
074 P000500 2
074 Q000500 0
074 R010500 0
074 R020500 0
074 R030500 0
<PAGE> PAGE 25
074 R040500 76
074 S000500 0
074 T000500 12186
074 U010500 12186
074 U020500 0
074 V010500 1.00
074 V020500 0.00
074 W000500 1.0000
074 X000500 58
074 Y000500 0
075 A000500 11284
075 B000500 0
076 000500 0.00
028 A010600 0
028 A020600 0
028 A030600 0
028 A040600 0
028 B010600 0
028 B020600 0
028 B030600 0
028 B040600 0
028 C010600 0
028 C020600 0
028 C030600 0
028 C040600 0
028 D010600 0
028 D020600 0
028 D030600 0
028 D040600 0
028 E010600 0
028 E020600 0
028 E030600 0
028 E040600 0
028 F010600 0
028 F020600 0
028 F030600 0
028 F040600 0
028 G010600 0
028 G020600 0
028 G030600 0
028 G040600 0
028 H000600 0
045 000600 N
048 000600 0.000
048 A010600 0
048 A020600 0.000
048 B010600 0
048 B020600 0.000
048 C010600 0
048 C020600 0.000
048 D010600 0
<PAGE> PAGE 26
048 D020600 0.000
048 E010600 0
048 E020600 0.000
048 F010600 0
048 F020600 0.000
048 G010600 0
048 G020600 0.000
048 H010600 0
048 H020600 0.000
048 I010600 0
048 I020600 0.000
048 J010600 0
048 J020600 0.000
048 K010600 0
048 K020600 0.000
062 A000600 Y
062 B000600 0.0
062 C000600 0.0
062 D000600 0.0
062 E000600 0.0
062 F000600 0.0
062 G000600 0.0
062 H000600 0.0
062 I000600 0.0
062 J000600 0.0
062 K000600 0.0
062 L000600 0.0
062 M000600 0.0
062 N000600 0.0
062 O000600 0.0
062 P000600 0.0
062 Q000600 0.0
062 R000600 0.0
063 A000600 0
063 B000600 0.0
064 A000600 N
070 A010600 Y
070 A020600 N
070 B010600 N
070 B020600 N
070 C010600 N
070 C020600 N
070 D010600 N
070 D020600 N
070 E010600 N
070 E020600 N
070 F010600 N
070 F020600 N
070 G010600 N
070 G020600 N
070 H010600 N
<PAGE> PAGE 27
070 H020600 N
070 I010600 N
070 I020600 N
070 J010600 N
070 J020600 N
070 K010600 N
070 K020600 N
070 L010600 N
070 L020600 N
070 M010600 N
070 M020600 N
070 N010600 Y
070 N020600 N
070 O010600 Y
070 O020600 N
070 P010600 Y
070 P020600 N
070 Q010600 N
070 Q020600 N
070 R010600 N
070 R020600 N
071 A000600 0
071 B000600 0
071 C000600 0
071 D000600 0
072 A000600 0
072 B000600 0
072 C000600 0
072 D000600 0
072 E000600 0
072 F000600 0
072 G000600 0
072 H000600 0
072 I000600 0
072 J000600 0
072 K000600 0
072 L000600 0
072 M000600 0
072 N000600 0
072 O000600 0
072 P000600 0
072 Q000600 0
072 R000600 0
072 S000600 0
072 T000600 0
072 U000600 0
072 V000600 0
072 W000600 0
072 X000600 0
072 Y000600 0
072 Z000600 0
<PAGE> PAGE 28
072AA000600 0
072BB000600 0
072CC010600 0
072CC020600 0
072DD010600 0
072DD020600 0
072EE000600 0
073 A010600 0.0000
073 A020600 0.0000
073 B000600 0.0000
073 C000600 0.0000
074 A000600 0
074 B000600 0
074 C000600 0
074 D000600 0
074 E000600 0
074 F000600 0
074 G000600 0
074 H000600 0
074 I000600 0
074 J000600 0
074 K000600 0
074 L000600 0
074 M000600 0
074 N000600 0
074 O000600 0
074 P000600 0
074 Q000600 0
074 R010600 0
074 R020600 0
074 R030600 0
074 R040600 0
074 S000600 0
074 T000600 0
074 U010600 0
074 U020600 0
074 V010600 0.00
074 V020600 0.00
074 W000600 0.0000
074 X000600 0
074 Y000600 0
075 A000600 0
075 B000600 0
076 000600 0.00
028 A010700 0
028 A020700 0
028 A030700 0
028 A040700 0
028 B010700 0
028 B020700 0
028 B030700 0
<PAGE> PAGE 29
028 B040700 0
028 C010700 0
028 C020700 0
028 C030700 0
028 C040700 0
028 D010700 0
028 D020700 0
028 D030700 0
028 D040700 0
028 E010700 0
028 E020700 0
028 E030700 0
028 E040700 0
028 F010700 0
028 F020700 0
028 F030700 0
028 F040700 0
028 G010700 0
028 G020700 0
028 G030700 0
028 G040700 0
028 H000700 0
045 000700 N
048 000700 0.000
048 A010700 0
048 A020700 0.000
048 B010700 0
048 B020700 0.000
048 C010700 0
048 C020700 0.000
048 D010700 0
048 D020700 0.000
048 E010700 0
048 E020700 0.000
048 F010700 0
048 F020700 0.000
048 G010700 0
048 G020700 0.000
048 H010700 0
048 H020700 0.000
048 I010700 0
048 I020700 0.000
048 J010700 0
048 J020700 0.000
048 K010700 0
048 K020700 0.000
062 A000700 Y
062 B000700 0.0
062 C000700 0.0
062 D000700 0.0
062 E000700 0.0
<PAGE> PAGE 30
062 F000700 0.0
062 G000700 0.0
062 H000700 0.0
062 I000700 0.0
062 J000700 0.0
062 K000700 0.0
062 L000700 0.0
062 M000700 0.0
062 N000700 0.0
062 O000700 0.0
062 P000700 0.0
062 Q000700 0.0
062 R000700 0.0
063 A000700 0
063 B000700 0.0
064 A000700 N
070 A010700 Y
070 A020700 N
070 B010700 N
070 B020700 N
070 C010700 N
070 C020700 N
070 D010700 N
070 D020700 N
070 E010700 N
070 E020700 N
070 F010700 N
070 F020700 N
070 G010700 N
070 G020700 N
070 H010700 N
070 H020700 N
070 I010700 N
070 I020700 N
070 J010700 N
070 J020700 N
070 K010700 N
070 K020700 N
070 L010700 N
070 L020700 N
070 M010700 N
070 M020700 N
070 N010700 Y
070 N020700 N
070 O010700 Y
070 O020700 N
070 P010700 Y
070 P020700 N
070 Q010700 N
070 Q020700 N
070 R010700 N
<PAGE> PAGE 31
070 R020700 N
071 A000700 0
071 B000700 0
071 C000700 0
071 D000700 0
072 A000700 0
072 B000700 0
072 C000700 0
072 D000700 0
072 E000700 0
072 F000700 0
072 G000700 0
072 H000700 0
072 I000700 0
072 J000700 0
072 K000700 0
072 L000700 0
072 M000700 0
072 N000700 0
072 O000700 0
072 P000700 0
072 Q000700 0
072 R000700 0
072 S000700 0
072 T000700 0
072 U000700 0
072 V000700 0
072 W000700 0
072 X000700 0
072 Y000700 0
072 Z000700 0
072AA000700 0
072BB000700 0
072CC010700 0
072CC020700 0
072DD010700 0
072DD020700 0
072EE000700 0
073 A010700 0.0000
073 A020700 0.0000
073 B000700 0.0000
073 C000700 0.0000
074 A000700 0
074 B000700 0
074 C000700 0
074 D000700 0
074 E000700 0
074 F000700 0
074 G000700 0
074 H000700 0
074 I000700 0
<PAGE> PAGE 32
074 J000700 0
074 K000700 0
074 L000700 0
074 M000700 0
074 N000700 0
074 O000700 0
074 P000700 0
074 Q000700 0
074 R010700 0
074 R020700 0
074 R030700 0
074 R040700 0
074 S000700 0
074 T000700 0
074 U010700 0
074 U020700 0
074 V010700 0.00
074 V020700 0.00
074 W000700 0.0000
074 X000700 0
074 Y000700 0
075 A000700 0
075 B000700 0
076 000700 0.00
028 A010800 0
028 A020800 10
028 A030800 0
028 A040800 -60
028 B010800 3
028 B020800 10
028 B030800 0
028 B040800 -22
028 C010800 0
028 C020800 10
028 C030800 0
028 C040800 -29
028 D010800 0
028 D020800 9
028 D030800 0
028 D040800 0
028 E010800 0
028 E020800 10
028 E030800 0
028 E040800 -301
028 F010800 3
028 F020800 10
028 F030800 0
028 F040800 -1924
028 G010800 6
028 G020800 59
028 G030800 0
<PAGE> PAGE 33
028 G040800 -2336
028 H000800 0
045 000800 Y
046 000800 N
047 000800 Y
048 000800 0.650
048 A010800 0
048 A020800 0.000
048 B010800 0
048 B020800 0.000
048 C010800 0
048 C020800 0.000
048 D010800 0
048 D020800 0.000
048 E010800 0
048 E020800 0.000
048 F010800 0
048 F020800 0.000
048 G010800 0
048 G020800 0.000
048 H010800 0
048 H020800 0.000
048 I010800 0
048 I020800 0.000
048 J010800 0
048 J020800 0.000
048 K010800 0
048 K020800 0.000
049 000800 N
050 000800 N
051 000800 N
052 000800 N
053 A000800 Y
053 B000800 Y
054 A000800 Y
054 B000800 Y
054 C000800 N
054 D000800 N
054 E000800 N
054 F000800 N
054 G000800 Y
054 H000800 Y
054 I000800 N
054 J000800 Y
054 K000800 N
054 L000800 N
054 M000800 Y
054 N000800 N
054 O000800 N
062 A000800 Y
062 B000800 0.0
<PAGE> PAGE 34
062 C000800 0.0
062 D000800 17.5
062 E000800 0.0
062 F000800 0.0
062 G000800 0.0
062 H000800 0.0
062 I000800 82.5
062 J000800 0.0
062 K000800 0.0
062 L000800 0.0
062 M000800 0.0
062 N000800 0.0
062 O000800 0.0
062 P000800 0.0
062 Q000800 0.0
062 R000800 0.0
063 A000800 0
063 B000800 0.9
070 A010800 Y
070 A020800 Y
070 B010800 N
070 B020800 N
070 C010800 N
070 C020800 N
070 D010800 N
070 D020800 N
070 E010800 N
070 E020800 N
070 F010800 N
070 F020800 N
070 G010800 N
070 G020800 N
070 H010800 N
070 H020800 N
070 I010800 N
070 I020800 N
070 J010800 N
070 J020800 N
070 K010800 Y
070 K020800 N
070 L010800 N
070 L020800 N
070 M010800 N
070 M020800 N
070 N010800 Y
070 N020800 N
070 O010800 N
070 O020800 N
070 P010800 Y
070 P020800 N
070 Q010800 N
<PAGE> PAGE 35
070 Q020800 N
070 R010800 N
070 R020800 N
071 A000800 2526
071 B000800 14172
071 C000800 7203
071 D000800 35
072 A000800 12
072 B000800 602
072 C000800 0
072 D000800 0
072 E000800 0
072 F000800 5
072 G000800 0
072 H000800 0
072 I000800 24
072 J000800 14
072 K000800 0
072 L000800 10
072 M000800 7
072 N000800 8
072 O000800 0
072 P000800 0
072 Q000800 0
072 R000800 6
072 S000800 1
072 T000800 1
072 U000800 26
072 V000800 0
072 W000800 2
072 X000800 104
072 Y000800 16
072 Z000800 514
072AA000800 51
072BB000800 0
072CC010800 0
072CC020800 130
072DD010800 514
072DD020800 0
072EE000800 0
073 A010800 0.4027
073 A020800 0.0000
073 B000800 0.0000
073 C000800 0.0000
074 A000800 0
074 B000800 7200
074 C000800 1522
074 D000800 0
074 E000800 0
074 F000800 0
074 G000800 0
<PAGE> PAGE 36
074 H000800 0
074 I000800 0
074 J000800 0
074 K000800 0
074 L000800 0
074 M000800 16
074 N000800 8738
074 O000800 0
074 P000800 5
074 Q000800 0
074 R010800 0
074 R020800 0
074 R030800 0
074 R040800 60
074 S000800 0
074 T000800 8673
074 U010800 916577
074 U020800 0
074 V010800 9.46
074 V020800 0.00
074 W000800 0.0000
074 X000800 50
074 Y000800 0
075 A000800 11068
075 B000800 0
076 000800 0.00
SIGNATURE THOMAS F. MCDONOUGH
TITLE VICE PRESIDENT
Stockholder Meeting Results
Money Market Series
A Special Meeting of Stockholders (the "Meeting") of the Scudder Money Market
Series of Scudder Managed Shares (the "Fund") was held on October 23, 1997, at
the offices of Scudder Kemper Investments, Inc. (formerly Scudder, Stevens &
Clark, Inc.), 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154. The following matters were voted upon by the stockholders (the resulting
votes for each matter are presented below).
1. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
175,547,170 411,924 229,520 0
2. To elect Directors.
Number of Votes:
----------------
Director For Withheld
-------- --- --------
Dr. Rosita P. Chang 175,875,670 312,944
Edgar R. Fiedler 175,875,607 313,007
Peter B. Freeman 175,875,607 313,007
Dr. J. D. Hammond 175,875,670 312,944
Richard M. Hunt 175,875,670 312,944
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
172,875,135 1,901,974 1,411,505 0
32
<PAGE>
4. To approve the revision of certain fundamental investment policies.
<TABLE>
<CAPTION>
Number of Votes:
----------------
Fundamental Policies For Against Abstain Broker Non-Votes*
-------------------- --- ------- ------- -----------------
<S> <C> <C> <C> <C>
4.1 Diversification 173,304,153 1,390,710 1,493,751 0
4.2 Borrowing 172,888,831 1,806,032 1,493,751 0
4.3 Senior securities 173,304,153 1,390,710 1,493,751 0
4.4 Concentration 173,287,079 1,407,784 1,493,751 0
4.5 Underwriting of securities 173,304,153 1,390,710 1,493,751 0
4.6 Investment in real estate 173,304,153 1,390,710 1,493,751 0
4.7 Purchase of physical commodities 173,304,153 1,390,710 1,493,751 0
4.8 Loans 173,304,153 1,390,710 1,493,751 0
4.9 Equity or convertible securities 173,304,153 1,390,710 1,493,751 0
4.10 Exercising control or management 173,304,153 1,390,710 1,493,751 0
4.11 Restricted securities 173,304,153 1,390,710 1,493,751 0
4.12 10% of total assets in illiquid 173,304,153 1,390,710 1,493,751 0
securities
4.13 Purchase on margin or short sales 173,304,153 1,390,710 1,493,751 0
4.14 Puts, calls, warrants, or options 173,304,153 1,390,710 1,493,751 0
4.15 Pledging or mortgaging assets 173,304,153 1,390,710 1,493,751 0
</TABLE>
5. To ratify the selection of Price Waterhouse LLP as the Fund's independent
accountants.
Number of Votes:
----------------
For Against Abstain
--- ------- -------
175,617,462 167,527 403,625
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
33
<PAGE>
Stockholder Meeting Results
Tax Free Money Market Series
A Special Meeting of Stockholders (the "Meeting") of the Scudder Tax Free Money
Market Series of Scudder Managed Shares (the "Fund") was held on October 23,
1997, at the offices of Scudder Kemper Investments, Inc. (formerly Scudder,
Stevens & Clark, Inc.), 25th Floor, 345 Park Avenue (at 51st Street), New York,
New York 10154. The following matters were voted upon by the stockholders (the
resulting votes for each matter are presented below).
1. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
57,703,670 147,430 5,963 0
2. To elect Directors.
Number of Votes:
----------------
Director For Withheld
-------- --- --------
Dr. Rosita P. Chang 57,827,018 30,045
Edgar R. Fiedler 57,827,018 30,045
Peter B. Freeman 57,827,018 30,045
Dr. J. D. Hammond 57,827,018 30,045
Richard M. Hunt 57,827,018 30,045
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
57,376,741 152,725 134,041 193,556
34
<PAGE>
4. To approve the revision of certain fundamental investment policies.
<TABLE>
<CAPTION>
Number of Votes:
----------------
Fundamental Policies For Against Abstain Broker Non-Votes*
-------------------- --- ------- ------- -----------------
<S> <C> <C> <C> <C>
4.1 Diversification 57,185,307 238,898 239,302 193,556
4.2 Borrowing 57,185,307 238,898 239,302 193,556
4.3 Senior securities 57,185,307 238,898 239,302 193,556
4.4 Concentration 57,185,307 238,898 239,302 193,556
4.5 Underwriting of securities 57,185,307 238,898 239,302 193,556
4.6 Investment in real estate 57,185,307 238,898 239,302 193,556
4.7 Purchase of physical commodities 57,185,307 238,898 239,302 193,556
4.8 Loans 57,185,307 238,898 239,302 193,556
4.9 Equity or convertible securities 57,185,307 238,898 239,302 193,556
4.10 Exercising control or management 57,185,307 238,898 239,302 193,556
4.11 Restricted securities 57,185,307 238,898 239,302 193,556
4.12 10% of total assets in illiquid 57,185,307 238,898 239,302 193,556
securities
4.13 Purchase on margin or short sales 57,185,307 238,898 239,302 193,556
4.14 Puts, calls, warrants, or options 57,185,307 238,898 239,302 193,556
4.15 Pledging or mortgaging assets 57,185,307 238,898 239,302 193,556
</TABLE>
5. To ratify the selection of Price Waterhouse LLP as the Fund's independent
accountants.
Number of Votes:
----------------
For Against Abstain
--- ------- -------
57,840,510 0 16,553
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary
power to vote on a particular matter.
35
<PAGE>
Stockholder Meeting Results
Government Money Market Series
A Special Meeting of Stockholders (the "Meeting") of the Scudder Government
Money Market Series of Scudder Managed Shares ("the Fund") was held on October
23, 1997, at the offices of Scudder Kemper Investments, Inc. (formerly Scudder,
Stevens & Clark, Inc.), 25th Floor, 345 Park Avenue (at 51st Street), New York,
New York 10154. The following matters were voted upon by the stockholders (the
resulting votes for each matter are presented below).
1. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
12,773,672 52,242 36,096 0
2. To elect Directors.
Number of Votes:
----------------
Director For Withheld
-------- --- --------
Dr. Rosita P. Chang 12,836,307 25,703
Edgar R. Fiedler 12,836,307 25,703
Peter B. Freeman 12,836,307 25,703
Dr. J. D. Hammond 12,836,307 25,703
Richard M. Hunt 12,836,307 25,703
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
12,555,083 239,740 67,187 0
36
<PAGE>
4. To approve the revision of certain fundamental investment policies.
<TABLE>
<CAPTION>
Number of Votes:
----------------
Fundamental Policies For Against Abstain Broker Non-Votes*
-------------------- --- ------- ------- -----------------
<S> <C> <C> <C> <C>
4.1 Diversification 12,568,925 240,623 52,462 0
4.2 Borrowing 12,568,925 240,623 52,462 0
4.3 Senior securities 12,568,925 230,695 62,390 0
4.4 Concentration 12,568,925 230,695 62,390 0
4.5 Underwriting of securities 12,568,925 230,695 62,390 0
4.6 Investment in real estate 12,568,925 230,695 62,390 0
4.7 Purchases of physical commodities 12,568,925 230,695 62,390 0
4.8 Loans 12,568,925 230,695 62,390 0
4.9 Equity or convertible securities 12,568,925 230,695 62,390 0
4.10 Exercising control or management 12,568,925 230,695 62,390 0
4.11 Restricted securities 12,568,925 230,695 62,390 0
4.12 10% of total assets in illiquid 12,568,925 230,695 62,390 0
securities
4.13 Purchase on margin or short sales 12,568,925 230,695 62,390 0
4.14 Puts, calls, warrants, or options 12,568,925 230,695 62,390 0
4.15 Pledging or mortgaging assets 12,568,925 230,695 62,390 0
</TABLE>
5. To ratify the selection of Price Waterhouse LLP as the Fund's independent
accountants.
Number of Votes:
----------------
For Against Abstain
--- ------- -------
12,725,878 516 135,616
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
37
Scudder Fund, Inc.
345 Park Avenue
New York, New York 10154
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Scudder Government Money Market Series
Ladies and Gentlemen:
Scudder Fund, Inc. (the "Corporation") has been established as a Maryland
corporation to engage in the business of an investment company. Pursuant to the
Corporation's Articles of Incorporation, as amended from time-to-time (the
"Articles"), the Board of Directors has divided the Corporation's shares of
capital stock, par value $0.001 per share, (the "Shares") into separate series,
or funds, including Scudder Government Money Market Series (the "Fund"). Series
may be abolished and dissolved, and additional series established, from time to
time by action of the Directors.
The Corporation, on behalf of the Fund, has selected you to act as the sole
investment manager of the Fund and to provide certain other services, as more
fully set forth below, and you have indicated that you are willing to act as
such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Corporation on behalf of the
Fund agrees with you as follows:
1. Delivery of Documents. The Corporation engages in the business of
investing and reinvesting the assets of the Fund in the manner and in accordance
with the investment objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and Statement of Additional
Information (the "SAI") relating to the Fund included in the Corporation's
Registration Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the Investment Company
Act of 1940, as amended, (the "1940 Act") and the Securities Act of 1933, as
amended. Copies of the documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has also furnished you with
copies properly certified or authenticated of each of the following additional
documents related to the Corporation and the Fund:
(a) The Articles dated June 12, 1996, as amended to date.
(b) By-Laws of the Corporation as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Directors of the Corporation and the shareholders of the
Fund selecting you as investment manager and approving the form of this
Agreement.
<PAGE>
The Corporation will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Corporation a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Corporation's
name (the "Fund Name"), and (ii) the Scudder Marks in connection with the
Corporation's investment products and services, in each case only for so long as
this Agreement, any other investment management agreement between you (or any
organization which shall have succeeded to your business as investment manager
("your Successor")) and the Corporation, or any extension, renewal or amendment
hereof or thereof remains in effect, and only for so long as you are a licensee
of the Scudder Marks, provided however, that you agree to use your best efforts
to maintain your license to use and sublicense the Scudder Marks. The
Corporation agrees that it shall have no right to sublicense or assign rights to
use the Scudder Marks, shall acquire no interest in the Scudder Marks other than
the rights granted herein, that all of the Corporation's uses of the Scudder
Marks shall inure to the benefit of Scudder Trust Company as owner and licensor
of the Scudder Marks (the "Trademark Owner"), and that the Corporation shall not
challenge the validity of the Scudder Marks or the Trademark Owner's ownership
thereof. The Corporation further agrees that all services and products it offers
in connection with the Scudder Marks shall meet commercially reasonable
standards of quality, as may be determined by you or the Trademark Owner from
time to time, provided that you acknowledge that the services and products the
Corporation rendered during the one-year period preceding the date of this
Agreement are acceptable. At your reasonable request, the Corporation shall
cooperate with you and the Trademark Owner and shall execute and deliver any and
all documents necessary to maintain and protect (including but not limited to in
connection with any trademark infringement action) the Scudder Marks and/or
enter the Corporation as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your Successor) and the Corporation, or you no longer are
a licensee of the Scudder Marks, the Corporation shall (to the extent that, and
as soon as, it lawfully can) cease to use the Fund Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
your Successor) or the Trademark Owner. In no event shall the Corporation use
the Scudder Marks or any other name or mark confusingly similar thereto
(including, but not limited to, any name or mark that includes the name
"Scudder") if this Agreement or any other investment advisory agreement between
you (or your Successor) and the Fund is terminated.
3. Portfolio Management Services. As manager of the assets of the Fund, you
shall provide continuing investment management of the assets of the Fund in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Corporation's Board
of Directors. In connection therewith, you shall use reasonable efforts to
manage the Fund so that it will qualify as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder. The Fund shall have
the benefit of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-range investment
policy generally available to your investment advisory clients. In managing the
Fund in accordance with the requirements set forth in this section 3, you shall
be entitled to receive and act upon advice of counsel to the Corporation or
counsel to you. You shall also make available to the Corporation promptly upon
request all of the Fund's investment records and ledgers as are necessary to
assist the Corporation in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall furnish to
2
<PAGE>
regulatory authorities having the requisite authority any information or reports
in connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures commission merchants or
others pursuant to your determinations and all in accordance with Fund policies
as expressed in the Registration Statement. You shall determine what portion of
the Fund's portfolio shall be invested in securities and other assets and what
portion, if any, should be held uninvested.
You shall furnish to the Corporation's Board of Directors periodic reports
on the investment performance of the Fund and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Corporation's officers or Board of Directors
shall reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Fund such office space and facilities in the United States as the
Fund may require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Corporation administrative
services on behalf of the Fund necessary for operating as an open-end investment
company and not provided by persons not parties to this Agreement including, but
not limited to, preparing reports to and meeting materials for the Corporation's
Board of Directors and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent appropriate, and
monitoring the performance of, accounting agents, custodians, depositories,
transfer agents and pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other persons in any capacity
deemed to be necessary or desirable to Fund operations; preparing and making
filings with the Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but not limited to,
preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Fund's transfer agent; assisting in the preparation and filing of the Fund's
federal, state and local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the valuation of
portfolio securities and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal and state securities
laws; maintaining or causing to be maintained for the Fund all books, records
and reports and any other information required under the 1940 Act, to the extent
that such books, records and reports and other information are not maintained by
the Fund's custodian or other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and consulting with
the Fund's independent accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and monitoring the Fund's
operating expense budgets; reviewing the Fund's bills; processing the payment of
bills that have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available to be paid by
the Fund to its shareholders, preparing and arranging for the printing of
dividend notices to shareholders, and providing the transfer and dividend paying
agent, the custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and distributions;
and otherwise assisting the Corporation as it may reasonably request in the
conduct of the Fund's business, subject to the direction and control of the
Corporation's Board of Directors. Nothing in this Agreement shall be deemed to
shift to you or to diminish the obligations of any agent of the Fund or any
3
<PAGE>
other person not a party to this Agreement which is obligated to provide
services to the Fund.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Directors, officers and executive employees of the Corporation (including the
Fund's share of payroll taxes) who are affiliated persons of you, and you shall
make available, without expense to the Fund, the services of such of your
directors, officers and employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Fund other than those
specifically allocated to you in this section 5. In particular, but without
limiting the generality of the foregoing, you shall not be responsible, except
to the extent of the reasonable compensation of such of the Fund's Directors and
officers as are directors, officers or employees of you whose services may be
involved, for the following expenses of the Fund: organization expenses of the
Fund (including out-of-pocket expenses, but not including your overhead or
employee costs); fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Fund's custodian or
other agents of the Corporation; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's accounting agent, custodians,
subcustodians, transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates and, except as provided below in this section 5, other expenses in
connection with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to investor and
public relations; expenses and fees of registering or qualifying Shares of the
Fund for sale; interest charges, bond premiums and other insurance expense;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; the compensation and all expenses (specifically
including travel expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not affiliated persons of you;
brokerage commissions or other costs of acquiring or disposing of any portfolio
securities of the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing Prospectuses and
SAIs of the Fund and supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the Corporation; costs of
shareholders' and other meetings; and travel expenses (or an appropriate portion
thereof) of Directors and officers of the Corporation who are directors,
officers or employees of you to the extent that such expenses relate to
attendance at meetings of the Board of Directors of the Corporation or any
committees thereof or advisors thereto held outside of Boston, Massachusetts or
New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Fund if and to the extent
that (i) such expenses are required to be borne by a principal underwriter which
acts as the distributor of the Fund's Shares pursuant to an underwriting
agreement which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Corporation on behalf of the Fund shall have adopted a
plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund
(or some other party) shall assume some or all of such expenses. You shall be
required to pay such of the foregoing sales expenses as are not required to be
paid by the principal underwriter pursuant to the underwriting agreement or are
not permitted to be paid by the Fund (or some other party) pursuant to such a
plan.
4
<PAGE>
6. Management Fee. For all services to be rendered, payments to be made and
costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Corporation on behalf of the Fund shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.25 of 1 percent of the average daily net assets as defined below of the
Fund for such month over any compensation waived by you from time to time (as
more fully described below). You shall be entitled to receive during any month
such interim payments of your fee hereunder as you shall request, provided that
no such payment shall exceed 75 percent of the amount of your fee then accrued
on the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average of the
values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each
day on which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c- 1 under the 1940 Act or, if the Fund lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Articles and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 6, the value of the net
assets of the Fund as last determined shall be deemed to be the value of its net
assets as of 4:00 p.m. (New York time), or as of such other time as the value of
the net assets of the Fund's portfolio may be lawfully determined on that day.
If the Fund determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the purposes of this
section 6.
You may waive all or a portion of your fees provided for hereunder and such
waiver shall be treated as a reduction in purchase price of your services. You
shall be contractually bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Fund, neither you nor any of your directors, officers or
employees shall act as a principal or agent or receive any commission. You or
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund policies as expressed
in the Registration Statement. If any occasion should arise in which you give
any advice to clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way on behalf of
the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed
to be exclusive and it is understood that you may render investment advice,
management and services to others. In acting under this Agreement, you shall be
an independent contractor and not an agent of the Corporation. Whenever the Fund
and one or more other accounts or investment companies advised by the Manager
have available funds for investment, investments suitable and appropriate for
each shall be allocated in accordance with procedures believed by the Manager to
be equitable to each entity. Similarly, opportunities to sell securities shall
be allocated in a manner believed by the Manager to be equitable. The Fund
recognizes that in some cases this procedure may adversely affect the size of
the position that may be acquired or disposed of for the Fund.
5
<PAGE>
8. Limitation of Liability of Manager. As an inducement to your undertaking
to render services pursuant to this Agreement, the Corporation agrees that you
shall not be liable under this Agreement for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, provided that nothing in this Agreement shall be deemed
to protect or purport to protect you against any liability to the Corporation,
the Fund or its shareholders to which you would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your obligations and duties
hereunder. Any person, even though also employed by you, who may be or become an
employee of and paid by the Fund shall be deemed, when acting within the scope
of his or her employment by the Fund, to be acting in such employment solely for
the Fund and not as your employee or agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until July 31, 1998, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Directors who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Directors of the Corporation, or by the vote of a majority of the
outstanding voting securities of the Fund. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Fund or by the Corporation's Board of Directors on 60
days' written notice to you, or by you on 60 days' written notice to the
Corporation. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions contained
in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated
person," "assignment" and "majority of the outstanding voting securities"), as
from time to time amended, shall be applied, subject, however, to such
exemptions as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of the State
of Maryland, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, or in a manner which would cause the Fund to
fail to comply with the requirements of Subchapter M of the Code.
6
<PAGE>
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Corporation on behalf of the Fund.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Corporation, whereupon this letter shall become a binding
contract effective as of the date of this Agreement.
Yours very truly,
SCUDDER FUND, INC., on behalf of
Scudder Government Money
Market Series
By:
------------------------------
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:
------------------------------
Managing Director
7
Scudder Fund, Inc.
345 Park Avenue
New York, New York 10154
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Scudder Money Market Series
Ladies and Gentlemen:
Scudder Fund, Inc. (the "Corporation") has been established as a Maryland
corporation to engage in the business of an investment company. Pursuant to the
Corporation's Articles of Incorporation, as amended from time-to-time (the
"Articles"), the Board of Directors has divided the Corporation's shares of
capital stock, par value $0.001 per share, (the "Shares") into separate series,
or funds, including Scudder Money Market Series (the "Fund"). Series may be
abolished and dissolved, and additional series established, from time to time by
action of the Directors.
The Corporation, on behalf of the Fund, has selected you to act as the sole
investment manager of the Fund and to provide certain other services, as more
fully set forth below, and you have indicated that you are willing to act as
such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Corporation on behalf of the
Fund agrees with you as follows:
1. Delivery of Documents. The Corporation engages in the business of
investing and reinvesting the assets of the Fund in the manner and in accordance
with the investment objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and Statement of Additional
Information (the "SAI") relating to the Fund included in the Corporation's
Registration Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the Investment Company
Act of 1940, as amended, (the "1940 Act") and the Securities Act of 1933, as
amended. Copies of the documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has also furnished you with
copies properly certified or authenticated of each of the following additional
documents related to the Corporation and the Fund:
(a) The Articles dated June 12, 1997, as amended to date.
(b) By-Laws of the Corporation as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Directors of the Corporation and the shareholders of the
Fund selecting you as investment manager and approving the form of this
Agreement.
<PAGE>
The Corporation will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Corporation a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Corporation's
name (the "Fund Name"), and (ii) the Scudder Marks in connection with the
Corporation's investment products and services, in each case only for so long as
this Agreement, any other investment management agreement between you (or any
organization which shall have succeeded to your business as investment manager
("your Successor")) and the Corporation, or any extension, renewal or amendment
hereof or thereof remains in effect, and only for so long as you are a licensee
of the Scudder Marks, provided however, that you agree to use your best efforts
to maintain your license to use and sublicense the Scudder Marks. The
Corporation agrees that it shall have no right to sublicense or assign rights to
use the Scudder Marks, shall acquire no interest in the Scudder Marks other than
the rights granted herein, that all of the Corporation's uses of the Scudder
Marks shall inure to the benefit of Scudder Trust Company as owner and licensor
of the Scudder Marks (the "Trademark Owner"), and that the Corporation shall not
challenge the validity of the Scudder Marks or the Trademark Owner's ownership
thereof. The Corporation further agrees that all services and products it offers
in connection with the Scudder Marks shall meet commercially reasonable
standards of quality, as may be determined by you or the Trademark Owner from
time to time, provided that you acknowledge that the services and products the
Corporation rendered during the one-year period preceding the date of this
Agreement are acceptable. At your reasonable request, the Corporation shall
cooperate with you and the Trademark Owner and shall execute and deliver any and
all documents necessary to maintain and protect (including but not limited to in
connection with any trademark infringement action) the Scudder Marks and/or
enter the Corporation as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your Successor) and the Corporation, or you no longer are
a licensee of the Scudder Marks, the Corporation shall (to the extent that, and
as soon as, it lawfully can) cease to use the Fund Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
your Successor) or the Trademark Owner. In no event shall the Corporation use
the Scudder Marks or any other name or mark confusingly similar thereto
(including, but not limited to, any name or mark that includes the name
"Scudder") if this Agreement or any other investment advisory agreement between
you (or your Successor) and the Fund is terminated.
3. Portfolio Management Services. As manager of the assets of the Fund, you
shall provide continuing investment management of the assets of the Fund in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Corporation's Board
of Directors. In connection therewith, you shall use reasonable efforts to
manage the Fund so that it will qualify as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder. The Fund shall have
the benefit of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-range investment
policy generally available to your investment advisory clients. In managing the
Fund in accordance with the requirements set forth in this section 3, you shall
be entitled to receive and act upon advice of counsel to the Corporation or
counsel to you. You shall also make available to the Corporation promptly upon
request all of the Fund's investment records and ledgers as are necessary to
assist the Corporation in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall furnish to
2
<PAGE>
regulatory authorities having the requisite authority any information or reports
in connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures commission merchants or
others pursuant to your determinations and all in accordance with Fund policies
as expressed in the Registration Statement. You shall determine what portion of
the Fund's portfolio shall be invested in securities and other assets and what
portion, if any, should be held uninvested.
You shall furnish to the Corporation's Board of Directors periodic reports
on the investment performance of the Fund and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Corporation's officers or Board of Directors
shall reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Fund such office space and facilities in the United States as the
Fund may require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Corporation administrative
services on behalf of the Fund necessary for operating as an open-end investment
company and not provided by persons not parties to this Agreement including, but
not limited to, preparing reports to and meeting materials for the Corporation's
Board of Directors and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent appropriate, and
monitoring the performance of, accounting agents, custodians, depositories,
transfer agents and pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other persons in any capacity
deemed to be necessary or desirable to Fund operations; preparing and making
filings with the Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but not limited to,
preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Fund's transfer agent; assisting in the preparation and filing of the Fund's
federal, state and local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the valuation of
portfolio securities and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal and state securities
laws; maintaining or causing to be maintained for the Fund all books, records
and reports and any other information required under the 1940 Act, to the extent
that such books, records and reports and other information are not maintained by
the Fund's custodian or other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and consulting with
the Fund's independent accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and monitoring the Fund's
operating expense budgets; reviewing the Fund's bills; processing the payment of
bills that have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available to be paid by
the Fund to its shareholders, preparing and arranging for the printing of
dividend notices to shareholders, and providing the transfer and dividend paying
agent, the custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and distributions;
and otherwise assisting the Corporation as it may reasonably request in the
conduct of the Fund's business, subject to the direction and control of the
Corporation's Board of Directors. Nothing in this Agreement shall be deemed to
shift to you or to diminish the obligations of any agent of the Fund or any
3
<PAGE>
other person not a party to this Agreement which is obligated to provide
services to the Fund.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Directors, officers and executive employees of the Corporation (including the
Fund's share of payroll taxes) who are affiliated persons of you, and you shall
make available, without expense to the Fund, the services of such of your
directors, officers and employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Fund other than those
specifically allocated to you in this section 5. In particular, but without
limiting the generality of the foregoing, you shall not be responsible, except
to the extent of the reasonable compensation of such of the Fund's Directors and
officers as are directors, officers or employees of you whose services may be
involved, for the following expenses of the Fund: organization expenses of the
Fund (including out-of-pocket expenses, but not including your overhead or
employee costs); fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Fund's custodian or
other agents of the Corporation; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's accounting agent, custodians,
subcustodians, transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates and, except as provided below in this section 5, other expenses in
connection with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to investor and
public relations; expenses and fees of registering or qualifying Shares of the
Fund for sale; interest charges, bond premiums and other insurance expense;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; the compensation and all expenses (specifically
including travel expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not affiliated persons of you;
brokerage commissions or other costs of acquiring or disposing of any portfolio
securities of the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing Prospectuses and
SAIs of the Fund and supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the Corporation; costs of
shareholders' and other meetings; and travel expenses (or an appropriate portion
thereof) of Directors and officers of the Corporation who are directors,
officers or employees of you to the extent that such expenses relate to
attendance at meetings of the Board of Directors of the Corporation or any
committees thereof or advisors thereto held outside of Boston, Massachusetts or
New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Fund if and to the extent
that (i) such expenses are required to be borne by a principal underwriter which
acts as the distributor of the Fund's Shares pursuant to an underwriting
agreement which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Corporation on behalf of the Fund shall have adopted a
plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund
(or some other party) shall assume some or all of such expenses. You shall be
required to pay such of the foregoing sales expenses as are not required to be
paid by the principal underwriter pursuant to the underwriting agreement or are
not permitted to be paid by the Fund (or some other party) pursuant to such a
plan.
4
<PAGE>
6. Management Fee. For all services to be rendered, payments to be made and
costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Corporation on behalf of the Fund shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.25 of 1 percent of the average daily net assets as defined below of the
Fund for such month over any compensation waived by you from time to time (as
more fully described below). You shall be entitled to receive during any month
such interim payments of your fee hereunder as you shall request, provided that
no such payment shall exceed 75 percent of the amount of your fee then accrued
on the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average of the
values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each
day on which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c- 1 under the 1940 Act or, if the Fund lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Articles and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 6, the value of the net
assets of the Fund as last determined shall be deemed to be the value of its net
assets as of 4:00 p.m. (New York time), or as of such other time as the value of
the net assets of the Fund's portfolio may be lawfully determined on that day.
If the Fund determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the purposes of this
section 6.
You may waive all or a portion of your fees provided for hereunder and such
waiver shall be treated as a reduction in purchase price of your services. You
shall be contractually bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Fund, neither you nor any of your directors, officers or
employees shall act as a principal or agent or receive any commission. You or
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund policies as expressed
in the Registration Statement. If any occasion should arise in which you give
any advice to clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way on behalf of
the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed
to be exclusive and it is understood that you may render investment advice,
management and services to others. In acting under this Agreement, you shall be
an independent contractor and not an agent of the Corporation. Whenever the Fund
and one or more other accounts or investment companies advised by the Manager
have available funds for investment, investments suitable and appropriate for
each shall be allocated in accordance with procedures believed by the Manager to
be equitable to each entity. Similarly, opportunities to sell securities shall
be allocated in a manner believed by the Manager to be equitable. The Fund
recognizes that in some cases this procedure may adversely affect the size of
the position that may be acquired or disposed of for the Fund.
5
<PAGE>
8. Limitation of Liability of Manager. As an inducement to your undertaking
to render services pursuant to this Agreement, the Corporation agrees that you
shall not be liable under this Agreement for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, provided that nothing in this Agreement shall be deemed
to protect or purport to protect you against any liability to the Corporation,
the Fund or its shareholders to which you would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your obligations and duties
hereunder. Any person, even though also employed by you, who may be or become an
employee of and paid by the Fund shall be deemed, when acting within the scope
of his or her employment by the Fund, to be acting in such employment solely for
the Fund and not as your employee or agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until July 31, 1998, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Directors who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Directors of the Corporation, or by the vote of a majority of the
outstanding voting securities of the Fund. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Fund or by the Corporation's Board of Directors on 60
days' written notice to you, or by you on 60 days' written notice to the
Corporation. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions contained
in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated
person," "assignment" and "majority of the outstanding voting securities"), as
from time to time amended, shall be applied, subject, however, to such
exemptions as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of the State
of Maryland, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, or in a manner which would cause the Fund to
fail to comply with the requirements of Subchapter M of the Code.
6
<PAGE>
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Corporation on behalf of the Fund.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Corporation, whereupon this letter shall become a binding
contract effective as of the date of this Agreement.
Yours very truly,
SCUDDER FUND, INC., on behalf of
Scudder Money Market Series
By:
------------------------------
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:
------------------------------
Managing Director
7
Scudder Fund, Inc.
345 Park Avenue
New York, New York 10154
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Scudder Tax Free Money Market Series
Ladies and Gentlemen:
Scudder Fund, Inc. (the "Corporation") has been established as a Maryland
corporation to engage in the business of an investment company. Pursuant to the
Corporation's Articles of Incorporation, as amended from time-to-time (the
"Articles"), the Board of Directors has divided the Corporation's shares of
capital stock, par value $0.001 per share, (the "Shares") into separate series,
or funds, including Scudder Tax Free Money Market Series (the "Fund"). Series
may be abolished and dissolved, and additional series established, from time to
time by action of the Directors.
The Corporation, on behalf of the Fund, has selected you to act as the sole
investment manager of the Fund and to provide certain other services, as more
fully set forth below, and you have indicated that you are willing to act as
such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Corporation on behalf of the
Fund agrees with you as follows:
1. Delivery of Documents. The Corporation engages in the business of
investing and reinvesting the assets of the Fund in the manner and in accordance
with the investment objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and Statement of Additional
Information (the "SAI") relating to the Fund included in the Corporation's
Registration Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the Investment Company
Act of 1940, as amended, (the "1940 Act") and the Securities Act of 1933, as
amended. Copies of the documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has also furnished you with
copies properly certified or authenticated of each of the following additional
documents related to the Corporation and the Fund:
(a) The Articles dated June 12, 1997, as amended to date.
(b) By-Laws of the Corporation as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Directors of the Corporation and the shareholders of the
Fund selecting you as investment manager and approving the form of this
Agreement.
<PAGE>
The Corporation will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Corporation a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Corporation's
name (the "Fund Name"), and (ii) the Scudder Marks in connection with the
Corporation's investment products and services, in each case only for so long as
this Agreement, any other investment management agreement between you (or any
organization which shall have succeeded to your business as investment manager
("your Successor")) and the Corporation, or any extension, renewal or amendment
hereof or thereof remains in effect, and only for so long as you are a licensee
of the Scudder Marks, provided however, that you agree to use your best efforts
to maintain your license to use and sublicense the Scudder Marks. The
Corporation agrees that it shall have no right to sublicense or assign rights to
use the Scudder Marks, shall acquire no interest in the Scudder Marks other than
the rights granted herein, that all of the Corporation's uses of the Scudder
Marks shall inure to the benefit of Scudder Trust Company as owner and licensor
of the Scudder Marks (the "Trademark Owner"), and that the Corporation shall not
challenge the validity of the Scudder Marks or the Trademark Owner's ownership
thereof. The Corporation further agrees that all services and products it offers
in connection with the Scudder Marks shall meet commercially reasonable
standards of quality, as may be determined by you or the Trademark Owner from
time to time, provided that you acknowledge that the services and products the
Corporation rendered during the one-year period preceding the date of this
Agreement are acceptable. At your reasonable request, the Corporation shall
cooperate with you and the Trademark Owner and shall execute and deliver any and
all documents necessary to maintain and protect (including but not limited to in
connection with any trademark infringement action) the Scudder Marks and/or
enter the Corporation as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your Successor) and the Corporation, or you no longer are
a licensee of the Scudder Marks, the Corporation shall (to the extent that, and
as soon as, it lawfully can) cease to use the Fund Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
your Successor) or the Trademark Owner. In no event shall the Corporation use
the Scudder Marks or any other name or mark confusingly similar thereto
(including, but not limited to, any name or mark that includes the name
"Scudder") if this Agreement or any other investment advisory agreement between
you (or your Successor) and the Fund is terminated.
3. Portfolio Management Services. As manager of the assets of the Fund, you
shall provide continuing investment management of the assets of the Fund in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Corporation's Board
of Directors. In connection therewith, you shall use reasonable efforts to
manage the Fund so that it will qualify as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder. The Fund shall have
the benefit of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-range investment
policy generally available to your investment advisory clients. In managing the
Fund in accordance with the requirements set forth in this section 3, you shall
be entitled to receive and act upon advice of counsel to the Corporation or
counsel to you. You shall also make available to the Corporation promptly upon
request all of the Fund's investment records and ledgers as are necessary to
assist the Corporation in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall furnish to
2
<PAGE>
regulatory authorities having the requisite authority any information or reports
in connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures commission merchants or
others pursuant to your determinations and all in accordance with Fund policies
as expressed in the Registration Statement. You shall determine what portion of
the Fund's portfolio shall be invested in securities and other assets and what
portion, if any, should be held uninvested.
You shall furnish to the Corporation's Board of Directors periodic reports
on the investment performance of the Fund and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Corporation's officers or Board of Directors
shall reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Fund such office space and facilities in the United States as the
Fund may require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Corporation administrative
services on behalf of the Fund necessary for operating as an open-end investment
company and not provided by persons not parties to this Agreement including, but
not limited to, preparing reports to and meeting materials for the Corporation's
Board of Directors and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent appropriate, and
monitoring the performance of, accounting agents, custodians, depositories,
transfer agents and pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other persons in any capacity
deemed to be necessary or desirable to Fund operations; preparing and making
filings with the Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but not limited to,
preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Fund's transfer agent; assisting in the preparation and filing of the Fund's
federal, state and local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the valuation of
portfolio securities and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal and state securities
laws; maintaining or causing to be maintained for the Fund all books, records
and reports and any other information required under the 1940 Act, to the extent
that such books, records and reports and other information are not maintained by
the Fund's custodian or other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and consulting with
the Fund's independent accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and monitoring the Fund's
operating expense budgets; reviewing the Fund's bills; processing the payment of
bills that have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available to be paid by
the Fund to its shareholders, preparing and arranging for the printing of
dividend notices to shareholders, and providing the transfer and dividend paying
agent, the custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and distributions;
and otherwise assisting the Corporation as it may reasonably request in the
conduct of the Fund's business, subject to the direction and control of the
Corporation's Board of Directors. Nothing in this Agreement shall be deemed to
shift to you or to diminish the obligations of any agent of the Fund or any
3
<PAGE>
other person not a party to this Agreement which is obligated to provide
services to the Fund.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Directors, officers and executive employees of the Corporation (including the
Fund's share of payroll taxes) who are affiliated persons of you, and you shall
make available, without expense to the Fund, the services of such of your
directors, officers and employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Fund other than those
specifically allocated to you in this section 5. In particular, but without
limiting the generality of the foregoing, you shall not be responsible, except
to the extent of the reasonable compensation of such of the Fund's Directors and
officers as are directors, officers or employees of you whose services may be
involved, for the following expenses of the Fund: organization expenses of the
Fund (including out-of-pocket expenses, but not including your overhead or
employee costs); fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Fund's custodian or
other agents of the Corporation; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's accounting agent, custodians,
subcustodians, transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates and, except as provided below in this section 5, other expenses in
connection with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to investor and
public relations; expenses and fees of registering or qualifying Shares of the
Fund for sale; interest charges, bond premiums and other insurance expense;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; the compensation and all expenses (specifically
including travel expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not affiliated persons of you;
brokerage commissions or other costs of acquiring or disposing of any portfolio
securities of the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing Prospectuses and
SAIs of the Fund and supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the Corporation; costs of
shareholders' and other meetings; and travel expenses (or an appropriate portion
thereof) of Directors and officers of the Corporation who are directors,
officers or employees of you to the extent that such expenses relate to
attendance at meetings of the Board of Directors of the Corporation or any
committees thereof or advisors thereto held outside of Boston, Massachusetts or
New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Fund if and to the extent
that (i) such expenses are required to be borne by a principal underwriter which
acts as the distributor of the Fund's Shares pursuant to an underwriting
agreement which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Corporation on behalf of the Fund shall have adopted a
plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund
(or some other party) shall assume some or all of such expenses. You shall be
required to pay such of the foregoing sales expenses as are not required to be
paid by the principal underwriter pursuant to the underwriting agreement or are
not permitted to be paid by the Fund (or some other party) pursuant to such a
plan.
4
<PAGE>
6. Management Fee. For all services to be rendered, payments to be made and
costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Corporation on behalf of the Fund shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.25 of 1 percent of the average daily net assets as defined below of the
Fund for such month over any compensation waived by you from time to time (as
more fully described below). You shall be entitled to receive during any month
such interim payments of your fee hereunder as you shall request, provided that
no such payment shall exceed 75 percent of the amount of your fee then accrued
on the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average of the
values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each
day on which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c- 1 under the 1940 Act or, if the Fund lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Articles and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 6, the value of the net
assets of the Fund as last determined shall be deemed to be the value of its net
assets as of 4:00 p.m. (New York time), or as of such other time as the value of
the net assets of the Fund's portfolio may be lawfully determined on that day.
If the Fund determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that day shall be
deemed to be the sole determination thereof on that day for the purposes of this
section 6.
You may waive all or a portion of your fees provided for hereunder and such
waiver shall be treated as a reduction in purchase price of your services. You
shall be contractually bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Fund, neither you nor any of your directors, officers or
employees shall act as a principal or agent or receive any commission. You or
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund policies as expressed
in the Registration Statement. If any occasion should arise in which you give
any advice to clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way on behalf of
the Fund.
Your services to the Fund pursuant to this Agreement are not to be deemed
to be exclusive and it is understood that you may render investment advice,
management and services to others. In acting under this Agreement, you shall be
an independent contractor and not an agent of the Corporation. Whenever the Fund
and one or more other accounts or investment companies advised by the Manager
have available funds for investment, investments suitable and appropriate for
each shall be allocated in accordance with procedures believed by the Manager to
be equitable to each entity. Similarly, opportunities to sell securities shall
be allocated in a manner believed by the Manager to be equitable. The Fund
recognizes that in some cases this procedure may adversely affect the size of
the position that may be acquired or disposed of for the Fund.
5
<PAGE>
8. Limitation of Liability of Manager. As an inducement to your undertaking
to render services pursuant to this Agreement, the Corporation agrees that you
shall not be liable under this Agreement for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to which
this Agreement relates, provided that nothing in this Agreement shall be deemed
to protect or purport to protect you against any liability to the Corporation,
the Fund or its shareholders to which you would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your obligations and duties
hereunder. Any person, even though also employed by you, who may be or become an
employee of and paid by the Fund shall be deemed, when acting within the scope
of his or her employment by the Fund, to be acting in such employment solely for
the Fund and not as your employee or agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until July 31, 1998, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Directors who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Directors of the Corporation, or by the vote of a majority of the
outstanding voting securities of the Fund. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Fund or by the Corporation's Board of Directors on 60
days' written notice to you, or by you on 60 days' written notice to the
Corporation. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions contained
in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated
person," "assignment" and "majority of the outstanding voting securities"), as
from time to time amended, shall be applied, subject, however, to such
exemptions as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of the State
of Maryland, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, or in a manner which would cause the Fund to
fail to comply with the requirements of Subchapter M of the Code.
6
<PAGE>
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Corporation on behalf of the Fund.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Corporation, whereupon this letter shall become a binding
contract effective as of the date of this Agreement.
Yours very truly,
SCUDDER FUND, INC., on behalf
of
Scudder Tax Free Money Market
Series
By:
------------------------------
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
------------------------------
Managing Director
7
To the Board of Directors and Shareholders of
Scudder Fund, Inc.
In planning and performing our audit of the financial statements of Scudder
Fund, Inc., (hereafter referred to as the "Fund") for the year ended December
31, 1997, we considered its internal control, including control activities for
safeguarding securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, and not to provide assurance on internal
control.
The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control activities. Generally, control activities that are relevant to an audit
pertain to the entity's objective of preparing financial statements for external
purposes that are fairly presented in conformity with generally accepted
accounting principles. Those control activities include the safeguarding of
assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or irregularities
may occur and not be detected. Also, projection of any evaluation of internal
control to future periods is subject to the risk that it may become inadequate
because of changes in conditions or that the effectiveness of the design and
operation may deteriorate.
Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of any
specific internal control components does not reduce to a relatively low level
the risk that errors or irregularities in amounts that would be material in
relation to the financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving internal control,
including control activities for safeguarding securities, that we consider to be
material weaknesses as defined above as of December 31, 1997.
This report is intended solely for the information and use of management and the
Board of Directors of Scudder Fund, Inc. and the Securities and Exchange
Commission.
Price Waterhouse LLP
February 23, 1998
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Money Market Series - Premium Shares Annual Report for the fiscal year ended
12/31/97 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME>SCUDDER MONEY MARKET SERIES - Premium Shares
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,039,436,048
<INVESTMENTS-AT-VALUE> 1,039,436,048
<RECEIVABLES> 6,514,657
<ASSETS-OTHER> 604,036
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,046,554,741
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,026,026
<TOTAL-LIABILITIES> 5,026,026
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,041,528,715
<SHARES-COMMON-STOCK> 334,788,931
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,041,528,715
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,972,083
<OTHER-INCOME> 0
<EXPENSES-NET> 2,349,942
<NET-INVESTMENT-INCOME> 29,622,141
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 29,622,141
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,709,622)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 612,133,352
<NUMBER-OF-SHARES-REDEEMED> (280,244,979)
<SHARES-REINVESTED> 2,900,558
<NET-CHANGE-IN-ASSETS> 610,230,440
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,676,376
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 175,509,261
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.03)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.38
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Money Market Series - Managed Shares Annual Report for the fiscal year ended
12/31/97 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> SCUDDER MONEY MARKET -Managed Shares CLASS "A"
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 1,039,436,048
<RECEIVABLES> 6,514,657
<ASSETS-OTHER> 604,036
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,046,554,741
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,026,026
<TOTAL-LIABILITIES> 5,026,026
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,041,528,715
<SHARES-COMMON-STOCK> 368,915,638
<SHARES-COMMON-PRIOR> 431,298,275
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,041,528,715
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,972,083
<OTHER-INCOME> 0
<EXPENSES-NET> 2,349,942
<NET-INVESTMENT-INCOME> 29,622,141
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 29,622,141
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16,811,273)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,604,556,971
<NUMBER-OF-SHARES-REDEEMED> (1,674,045,123)
<SHARES-REINVESTED> 7,105,515
<NET-CHANGE-IN-ASSETS> 61,023,044
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,676,376
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 336,150,960
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.49
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Money Market Series - Institutional Shares Annual Report for the fiscal year
ended 12/31/97 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME>SCUDDER MONEY MARKET SERIES - Institutional Shares
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,039,436,048
<INVESTMENTS-AT-VALUE> 1,039,436,048
<RECEIVABLES> 6,514,657
<ASSETS-OTHER> 604,036
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,046,554,741
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,026,026
<TOTAL-LIABILITIES> 5,026,026
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,041,528,715
<SHARES-COMMON-STOCK> 337,824,146
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,041,528,715
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,972,083
<OTHER-INCOME> 0
<EXPENSES-NET> 2,349,942
<NET-INVESTMENT-INCOME> 29,622,141
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 29,622,141
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8,101,246)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 697,521,385
<NUMBER-OF-SHARES-REDEEMED> (361,494,193)
<SHARES-REINVESTED> 1,796,954
<NET-CHANGE-IN-ASSETS> 610,230,440
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,676,376
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 363,262,867
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.02)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.26
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Government Money Market Series Managed Shares Annual Report for the
fiscal year ended 12/31/97 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> SCUDDER GOVERNMENT MONEY MARKET SERIES - Manged Shares
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 84,283,378
<INVESTMENTS-AT-VALUE> 84,283,378
<RECEIVABLES> 35,139
<ASSETS-OTHER> 49,268
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 84,367,785
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 497,646
<TOTAL-LIABILITIES> 497,646
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 83,870,139
<SHARES-COMMON-STOCK> 29,439,077
<SHARES-COMMON-PRIOR> 27,918,287
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 83,870,139
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,380,968
<OTHER-INCOME> 0
<EXPENSES-NET> 286,065
<NET-INVESTMENT-INCOME> 3,094,903
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3,094,903
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,921,752
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 204,615,796
<NUMBER-OF-SHARES-REDEEMED> (203,521,896)
<SHARES-REINVESTED> 426,890
<NET-CHANGE-IN-ASSETS> 55,951,852
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 141,462
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 38,977,050
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Government Money Market Series - Institutional Shares Annual Report for the
fiscal year ended 12/31/97 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> SCUDDER GOVERNMENT MONEY MARKET SERIES Institutional Shares
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 84,283,378
<INVESTMENTS-AT-VALUE> 84,283,378
<RECEIVABLES> 35,139
<ASSETS-OTHER> 49,268
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 84,367,785
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 497,646
<TOTAL-LIABILITIES> 497,646
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 83,870,139
<SHARES-COMMON-STOCK> 54,431,062
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 83,870,139
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,380,968
<OTHER-INCOME> 0
<EXPENSES-NET> 286,065
<NET-INVESTMENT-INCOME> 3,094,903
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3,094,903
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,173,151
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 115,334,278
<NUMBER-OF-SHARES-REDEEMED> (60,903,665)
<SHARES-REINVESTED> 449
<NET-CHANGE-IN-ASSETS> 55,951,852
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 141,462
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 54,467,534
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.02)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.31
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Tax Free Money Market Series - Managed Shares Annual Report
for the fiscal year ended
12/31/97 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> SCUDDER TAX FREE MONEY MARKET - Class A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 280,728,097
<INVESTMENTS-AT-VALUE> 280,728,097
<RECEIVABLES> 2,078,802
<ASSETS-OTHER> 184,250
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 282,991,149
<PAYABLE-FOR-SECURITIES> 12,030,240
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 735,875
<TOTAL-LIABILITIES> 12,766,115
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 270,225,034
<SHARES-COMMON-STOCK> 176,519,670
<SHARES-COMMON-PRIOR> 165,453,389
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 270,225,034
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,866,249
<OTHER-INCOME> 0
<EXPENSES-NET> 753,417
<NET-INVESTMENT-INCOME> 4,112,832
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,112,832
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,806,394)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 378,820,759
<NUMBER-OF-SHARES-REDEEMED> (368,394,901)
<SHARES-REINVESTED> 640,423
<NET-CHANGE-IN-ASSETS> 104,771,645
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 406,470
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 93,705,823
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.03)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Tax Free Money Market Series - Institutional Shares Annual Report for
the fiscal year ended 12/31/97 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
<NUMBER>7
<NAME>SCUDDER TAX FREE MONEY MARKET SERIES - Institutional Shares
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 280,728,097
<INVESTMENTS-AT-VALUE> 280,728,097
<RECEIVABLES> 2,078,802
<ASSETS-OTHER> 184,250
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 282,991,149
<PAYABLE-FOR-SECURITIES> 12,030,240
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 735,875
<TOTAL-LIABILITIES> 12,766,115
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 270,225,034
<SHARES-COMMON-STOCK> 93,705,364
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 270,225,034
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,866,249
<OTHER-INCOME> 0
<EXPENSES-NET> 753,417
<NET-INVESTMENT-INCOME> 4,112,832
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,112,832
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,306,438)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 159,246,687
<NUMBER-OF-SHARES-REDEEMED> (65,571,803)
<SHARES-REINVESTED> 30,480
<NET-CHANGE-IN-ASSETS> 104,771,645
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 406,470
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 94,028,580
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> (0.01)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.37
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
