As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31794
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / 1 / Post-Effective Amendment No. /____/
SCUDDER FUND, INC.
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue, New York, New York 10154
(Address of Principal Executive Offices) (Zip Code)
John Millette
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110-4103
(Name and Address of Agent for Service)
(617) 295-1000
(Registrant's Area Code and Telephone Number)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square - South
Boston, MA 02110-4103 Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared effective.
Title of Securities Being Registered:
Capital Stock ($.01 par value)
of Scudder Money Market Series, a series of the Registrant
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No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus is incorporated
by reference to Part A of the Registrant's Registration Statement on Form N-14
filed with the Commission on March 6, 2000.
Part B: Statement of Additional Information is incorporated by reference to Part
B of the Registrant's Registration Statement on Form N-14 filed with the
Commission on March 6, 2000.
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PART C. OTHER INFORMATION
Item 15. Indemnification.
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As permitted by Sections 17(h) and 17(i) of the Investment
Company Act of 1940, as amended (the "1940 Act"), pursuant to
Article IV of the Registrant's By-Laws (filed as Exhibit No. 2
to the Registration Statement), officers, directors, employees
and representatives of the Funds may be indemnified against
certain liabilities in connection with the Funds, and pursuant
to Section 12 of the Underwriting Agreement dated May 6, 1998
(filed as Exhibit No. 6(c) to the Registration Statement),
Scudder Investor Services, Inc. (formerly "Scudder Fund
Distributors, Inc."), as principal underwriter of the
Registrant, may be indemnified against certain liabilities
that it may incur. Said Article IV of the By-Laws and Section
12 of the Underwriting Agreement are hereby incorporated by
reference in their entirety.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be
permitted to directors, officers and controlling persons of
the Registrant and the principal underwriter pursuant to the
foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer, or
controlling person of the Registrant and the principal
underwriter in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant
by such director, officer or controlling person or the
principal underwriter in connection with the shares being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Item 16. Exhibits
(1) (a) (1) Articles of Incorporation dated June 16, 1982.
(Incorporated by reference to Post-Effective
Amendment No. 21 to the Registrant's Registration
Statement on Form N-1A, as amended (the
"Registration Statement").)
(2) Articles Supplementary dated April 28, 1987.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(3) Articles of Merger dated April 28, 1987.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(4) Articles Supplementary dated February 20, 1991.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(5) Articles of Transfer dated December 27, 1991.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(6) Articles Supplementary dated February 7, 1992.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(7) Articles of Amendment dated October 14, 1992.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(8) Articles Supplementary for Managed Intermediate
Government Fund, dated January 18, 1993.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(9) Articles Supplementary dated April 24, 1995.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(10) Articles Supplementary dated January 25, 1996.
(Incorporated by reference to Exhibit 1(h) to
Post-Effective Amendment No. 21 to the
Registrant's Registration Statement.)
(11) Articles of Amendment dated June 12, 1997.
(Incorporated by reference to Exhibit 1(i) to
Post-Effective Amendment No. 24 to the
Registrant's Registration Statement.)
(12) Articles Supplementary dated June 12, 1997.
(Incorporated by reference to Exhibit 1(j) to
Post-Effective Amendment No. 24 to the
Registrant's Registration Statement.)
(13) Articles Supplementary dated August 11, 1998.
(Incorporated by reference to Post-Effective
Amendment No. 28 to the Registrant's Registration
Statement.)
(14) Articles Supplementary dated February 12, 1999.
(Incorporated by reference to Post-Effective
Amendment No. 30 to the Registrant's Registration
Statement.)
(15) Articles Supplementary dated September 29, 1999 is
filed herein.
(2) By-laws as amended through October 24, 1996.
(Incorporated by reference to Post-Effective
Amendment No. 22 to the Registrant's Registration
Statement.)
(3) Not Applicable.
(4) Agreement and Plan of Reorganization is
incorporated by reference to Exhibit A to Part A
of the Registrant's Registration Statement on Form
N-14 filed with the Securities and Exchange
Commission on March 6, 2000.
(5) Not Applicable.
(6) (d) (1) Investment Management Agreement between the
Registrant, on behalf of Scudder Money Market
Series (formerly known as Managed Cash Fund), and
Scudder Kemper Investments, Inc., dated September
7, 1998. (Incorporated by reference to
Post-Effective Amendment No. 30 to the
Registrant's Registration Statement.)
(2) Investment Management Agreement between the
Registrant, on behalf of Scudder Tax Free Money
Market Series, and Scudder Kemper Investments,
Inc., dated September 7, 1998. (Incorporated by
reference to Post-Effective Amendment No. 30 to
the Registrant's Registration Statement.)
(3) Investment Management Agreement between the
Registrant, on behalf of Scudder Government Money
Market Series, and Scudder Kemper Investments,
Inc., dated September 7, 1998. (Incorporated by
reference to Post-Effective Amendment No. 30 to
the Registrant's Registration Statement.)
(7) Underwriting Agreement dated September 7, 1998,
between the Registrant and Scudder Investor
Services. (Incorporated by reference to
Post-Effective Amendment No. 30 to the
Registrant's Registration Statement.)
(8) Not Applicable.
(9) (g) (1) Custodian Agreement with State Street London
Limited, dated November 13, 1985.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(2) Fee Schedule for Exhibit (9)(g)(1). (Incorporated
by reference to Exhibit 8(c)(v) to Post-Effective
Amendment No. 20, filed on April 28, 1995.)
(3) Sub-Custodian Agreement with Bankers Trust Company
(August 15, 1989). (Incorporated by reference to
Post-Effective Amendment No. 25 to the
Registrant's Registration Statement.)
(4) Sub-Custodian Agreement with Irving Trust Company,
as amended February 6, 1990. (Incorporated by
reference to Post-Effective Amendment No. 25 to
the Registrant's Registration Statement.)
(10) Multi-Distribution Plan pursuant to Rule 18f-3.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(11) Opinion and Consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the
Registrant's Registration Statement on Form N-14
filed with the Securities and Exchange Commission
on March 6, 2000.
(12) Opinion and Consent of Willkie Farr & Gallagher to
be filed by post-effective amendment.
(13) (h) (1) Transfer Agency Agreement dated January 1, 1990.
(Incorporated by reference to Post-Effective
Amendment No. 25 to the Registrant's Registration
Statement.)
(2) Fee schedule for Exhibit 13(h)(1). (Incorporated
by reference to Post-Effective Amendment No. 21 to
the Registrant's Registration Statement.)
(3) Scudder Service Corporation Fee Information for
Services Provided under Transfer Agency and
Service Agreement, dated July 7, 1997.
(Incorporated by reference to Post-Effective
Amendment No. 24 to the Registrant's Registration
Statement.)
(4) Fund Accounting Fee Schedule between the
Registrant and Scudder Fund Accounting Corp.,
dated July 7, 1997.
(Incorporated by reference to Post-Effective
Amendment No. 24 to the Registrant's Registration
Statement).
(14) Consents of PricewaterhouseCoopers LLP are
incorporated by reference to Exhibit 14 to the
Registrant's Registration Statement on Form N-14
filed with the Securities and Exchange Commission
on March 6, 2000.
(15) Not Applicable.
(16) Powers of Attorney are incorporated by reference
to Exhibit 16 to the Registrant's Registration
Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(17) Revised Form of Proxy filed herein.
Item 17. Undertakings.
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act [17 CFR 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for C-8 350 reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
(3) The undersigned registrant undertakes to file, by post-effective
amendment, an opinion of counsel supporting the tax consequences of
the proposed reorganization within a reasonable time after receipt of
such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Scudder Fund, Inc. has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
SCUDDER FUND, INC.
By: /s/ Kathryn L. Quirk
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Kathryn L. Quirk Chairperson & President March 29, 2000
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Kathryn L. Quirk
/s/ Dr. Rosita Chang* Director March 29, 2000
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Dr. Rosita Chang
/s/ Edgar R. Fiedler* Director March 29, 2000
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Edgar R. Fiedler
/s/ Peter B. Freeman* Director March 29, 2000
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Peter B. Freeman
/s/ J.D. Hammond* Director March 29, 2000
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J.D. Hammond
/s/ Richard M. Hunt* Director March 29, 2000
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Richard M. Hunt
/s/ John R. Hebble Treasurer (Principal March 29, 2000
- ------------------ Financial and Accounting
John R. Hebble Officer)
*By: /s/ Sheldon A. Jones March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.
EXHIBIT 17
FORM OF PROXY
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: xxx xxx xxx xxx xx *** Please fold and detach card at
perforation before mailing.
AARP PREMIUM MONEY FUND
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 11, 2000
The undersigned hereby appoints John Millette, Kathryn L. Quirk and
John R. Hebble, and each of them, the proxies of the undersigned, with the power
of substitution to each of them, to vote all shares of the above-referenced fund
(the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper
Investments, Inc., Two International Place, Boston, MA 02110, on July 11, 2000,
at 2:00 p.m., Eastern time, and at any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
Dated ____________________________,2000
Please sign exactly as your name or
names appear. When signing as an
attorney, executor, administrator,
trustee or guardian, please give your
full title as such.
[Name]
[Address]
_______________________________________
Signature(s) of Shareholder(s)
<PAGE>
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/xxxxx
Please fold and detach card at perforation before mailing.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will be voted
FOR approval of the proposals.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE FOR THE --- PROPOSALS.
Please vote by filling in the boxes below.
FOR all WITHHOLD
nominees authority to
listed vote for all
(except as nominees listed
noted in
space
provided)
PROPOSAL 1
To elect Trustees to hold office until
their respective successors have been
duly elected and qualified or until _____ _____
their earlier resignation or removal.
NOMINEES:
(01) Henry P. Becton, Jr. (02) Linda C.
Coughlin (03) Dawn-Marie Driscoll (04)
Edgar R. Fiedler (05) Keith R. Fox (06)
Joan Edelman Spero (07) Jean Gleason
Stromberg (08) Jean C. Tempel (09)
Steven Zaleznick
INSTRUCTION: To withhold authority to
vote for any individual nominee, write
the name(s) on the line immediately
below.
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PROPOSAL 2 FOR AGAINST ABSTAIN
To approve an Agreement and Plan of
Reorganization for the Fund whereby all
or substantially all of the assets and
liabilities of the Fund would be
acquired by Scudder Money Market Series
in exchange for shares of the AARP
Shares class of shares of Scudder Money
Market Series. PROPOSAL 3
To ratify the selection of
PricewaterhouseCoopers LLP as the Fund's
independent accountants for the current
fiscal year. The proxies are authorized
to vote in their discretion on any other
business which may properly come before
the meeting and any adjournments
thereof.
PLEASE SIGN ON REVERSE SIDE
