As filed with the Securities and Exchange Commission
on April 3, 2000
Securities Act File No. 333-31838
- --------------------------------------------------------------------------------
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. /____/
AARP GROWTH TRUST
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, MA 02110-4103
(Address of Principal Executive Offices) (Zip Code)
John Millette
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110-4103
(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:
Shares of Beneficial Interest ($.01 par value)
of AARP Small Company Stock Fund, a series of the
Registrant
<PAGE>
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus is incorporated
by reference to Part A of the Registrant's Registration Statement on Form N-14
filed with the Commission on March 6, 2000.
Part B: Statement of Additional Information is incorporated by reference to Part
B of the Registrant's Registration Statement on Form N-14 filed with the
Commission on March 6, 2000.
<PAGE>
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
trustees and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent
act, error or accidental omission in the scope of their
duties.
Article IV, Sections 4.1 - 4.3 of the Registrant's Declaration
of Trust provide as follows:
Section 4.1. No Personal Liability of Shareholders, Trustees,
Etc. No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Trust Property or
the acts, obligations or affairs of the Trust. No Trustee,
officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than to
the Trust or its Shareholders, in connection with Trust
Property or the affairs of the Trust, save only that arising
from bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties with respect to such Person;
and all such Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising in connection
with the affairs of the Trust. If any Shareholder, Trustee,
officer, employee, or agent, as such, of the Trust, is made a
party to any suit or proceeding to enforce any such liability
of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reason of his being or having been a Shareholder, and shall
reimburse such Shareholder for all legal and other expenses
reasonably incurred by him in connection with any such claim
or liability. The indemnification and reimbursement required
by the preceding sentence shall be made only out of the assets
of the one or more Series of which the Shareholder who is
entitled to indemnification or reimbursement was a Shareholder
at the time the act or event occurred which gave rise to the
claim against or liability of said Shareholder. The rights
accruing to a Shareholder under this Section 4.1 shall not
impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not
specifically provided herein.
Section 4.2. Non-liability of Trustees, Etc. No Trustee,
officer, employee or agent of the Trust shall be liable to the
Trust, its Shareholders, or to any Shareholder, Trustee,
officer, employee, or agent thereof for any action or failure
to act (including without limitation the failure to compel in
any way any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful misfeasance,
gross negligence or reckless disregard of the duties involved
in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the
exceptions and limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to the
fullest extent permitted by law against all liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other,
including appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
(i) against any liability to the Trust, a Series
thereof, or the Shareholders by reason of a final adjudication
by a court or other body before which a proceeding was brought
that he engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office;
(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good faith
in the reasonable belief that his action was in the best
interest of the Trust;
(iii) in the event of a settlement or other
disposition not involving a final adjudication as provided in
paragraph (b)(i) or (b)(ii) resulting in a payment by a
Trustee or officer, unless there has been a determination that
such Trustee or officer did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving the
settlement or other disposition; or
(B) based upon a review of readily available facts
(as opposed to a full trial-type inquiry) by (x)
vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of
the Disinterested Trustees then in office act on
the matter) or (y) written opinion of independent
legal counsel.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights
to which any Trustee or officer may now or hereafter
be entitled, shall continue as to a person who has
ceased to be such Trustee or officer and shall insure
to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing
contained herein shall affect any rights to
indemnification to which personnel of the Trust other
than Trustees and officers may be entitled by
contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense
to any claim, action, suit or proceeding of the
character described in paragraph (a) of this Section
4.3 may be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by
or on behalf of the recipient to repay such amount if
it is ultimately determined that he is not entitled
to indemnification under this Section 4.3, provided
that either:
(i) such undertaking is secured by a surety bond or
some other appropriate security provided by the recipient, or
the Trust shall be insured against losses arising out of any
such advances; or
(ii) a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the Disinterested
Trustees act on the matter) or an independent legal counsel in
a written opinion shall determine, based upon a review of
readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested
Trustee" is one who is not (i) an "Interested Person" of the
Trust (including anyone who has been exempted from being an
"Interested Person" by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or
proceeding.
ITEM 16. EXHIBITS.
(1) (a)(1) Amended and Restated Declaration of Trust dated
September 13, 1996. (Incorporated by reference to Exhibit
1(a)(4) to Post-Effective Amendment No. 20 to AARP Growth
Trust's Registration Statement on Form N-1A, as amended (the
"Registration Statement"))
(2) (b)(1) By-Laws of the Registrant as amended March 17,
1993. (Incorporated by reference to Exhibit 2(a)(2) to
Post-Effective Amendment No. 14 to the Registration Statement)
(b)(2) Certificate as to Resolution of Board Members dated
June 24, 1996 amending By-Laws of the Registrant dated March
17, 1993. (Incorporated by reference to Exhibit 2(a)(3) to
Post-Effective Amendment No. 20 to the Registration Statement)
(3) Inapplicable.
(4) Agreement and Plan of Reorganization is incorporated by
reference to Exhibit A to Part A of the Registrant's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(5) (c)(1) Establishment of Series dated November 27, 1984.
(Incorporated by reference to Exhibit 1(b)(1) to
Post-Effective Amendment No. 25 to the Registration Statement)
(c)(2) Establishment and Designation of Series of Beneficial
Interest dated September 22, 1993. (Incorporated by reference
to Exhibit 1(b)(2) to Post-Effective Amendment No. 25 to the
Registration Statement)
(c)(3) Establishment and Designation of Series of Beneficial
Interest dated September 22, 1993. (Incorporated by reference
to Exhibit 1(b)(2) to Post-Effective Amendment No. 25 to the
Registration Statement)
(c)(4) Establishment and Designation of Series of Beneficial
Interest dated November 17, 1995. (Incorporated by reference
to Exhibit 1(b)(3) to Post-Effective Amendment No. 18 to the
Registration Statement)
(c)(5) Establishment and Designation of Series of Beneficial
Interest dated November 12, 1996. (Incorporated by reference
to Exhibit 1(b)(4) to Post-Effective Amendment No. 20 to the
Registration Statement)
(6) (d)(1) Investment Management Agreement with respect to
AARP Balanced Stock and Bond Fund, AARP Capital Growth Fund,
AARP Global Growth Fund, AARP Growth and Income Fund, AARP
International Growth and Income Fund, and AARP Small Company
Stock Fund between the Registrant and Scudder, Kemper
Investments, Inc. dated September 7, 1998. (Incorporated by
reference to Exhibit (d)(8) to Post-Effective Amendment No. 26
to the Registration Statement)
(d)(2) Investment Management Agreement with respect to AARP
U.S. Stock Index Fund between the Registrant and Scudder,
Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Exhibit (d)(9) to Post-Effective
Amendment No. 26 to the Registration Statement)
(d)(3) Subadvisory Agreement among AARP/Scudder Financial
Management Company, Scudder, Stevens & Clark, Inc., and the
Registrant dated December 16, 1985. (Incorporated by reference
to Exhibit 5(b) to Post-Effective Amendment No. 5 to the
Registration Statement)
(d)(4) Subadvisory Agreement between Scudder Kemper
Investments, Inc., and Bankers Trust Company with respect to
AARP U.S. Stock Index Fund dated December 31, 1997.
(Incorporated by reference to Exhibit (d)(12) to
Post-Effective Amendment No. 26 to the Registration Statement)
(d)(5) Subadvisory Agreement between Scudder Kemper
Investments, Inc. and Bankers Trust Company with respect to
AARP U.S. Stock Index Fund dated June 4, 1999 filed herein.
(7) (e)(1) Underwriting Agreement between the Registrant and
Scudder Fund Distributors, Inc. dated September 7, 1998.
(Incorporated by reference to Exhibit (e)(2) to Post-Effective
Amendment No. 26 to the Registration Statement)
(8) Inapplicable
(9) (g)(1) Custodian Agreement between the Registrant and
State Street Bank and Trust Company dated November 30, 1984.
(Incorporated by reference to Exhibit 8(a)(1) to
Post-Effective Amendment No. 25 to the Registration Statement)
(g)(1)(a) Fee Schedule to the Custodian Agreement.
(Incorporated by reference to Exhibit 8(a)(2) to
Post-Effective Amendment No. 25 to the Registration Statement)
(g)(1)(b) Revised Fee Schedule to the Custodian Agreement.
(Incorporated by reference to Exhibit 8(a)(6) to
Post-Effective Amendment No. 17 to the Registration Statement)
(g)(2) Additional Provision to the Custodian Agreement between
the Registrant and State Street Bank and Trust Company dated
November 30, 1984. (Incorporated by reference to Exhibit
8(a)(3) to Post-Effective Amendment No. 25 to the Registration
Statement)
(g)(3) Amendment dated September 23, 1987 to the Custodian
Agreement between the Registrant and State Street Bank and
Trust Company dated November 30, 1984. (Incorporated by
reference to Exhibit 8(a)(4) to Post-Effective Amendment No.
25 to the Registration Statement)
(g)(4) Amendment dated September 15, 1988 to the Custodian
Agreement between the Registrant and State Street Bank and
Trust Company dated November 30, 1984. (Incorporated by
reference to Exhibit 8(a)(5) to Post-Effective Amendment No.
25 to the Registration Statement)
(g)(5) Amendment dated March 3, 1999 to the Custodian
Agreement between the Registrant and State Street Bank and
Trust Company dated November 30, 1984. (Incorporated by
reference to Post-Effective Amendment No. 28 to the
Registration Statement)
(g)(6) Custodian Agreement between the Registrant, on behalf
of AARP Global Growth Fund and AARP International Growth and
Income Fund, and Brown Brothers Harriman & Co. dated February
1, 1996. (Incorporated by reference to Exhibit 8(a)(7) to
Post-Effective Amendment No. 19 to the Registration Statement)
(g)(7) Fee Schedule to the Custodian Agreement between the
Registrant and Brown Brothers Harriman & Co. dated February 1,
1996. (Incorporated by reference to Exhibit 8(a)(8) to
Post-Effective Amendment No. 19 to the Registration Statement)
(10) AARP Growth Trust Plan with respect to AARP Small Company
Stock Fund pursuant to Rule 18f-3 under the Investment Company
Act of 1940 dated March 2, 2000, filed herewith.
(11) Opinion and consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the Registrant's
Registration Statement on Form N-14 filed with the Securities
and Exchange Commission on March 6, 2000.
(12) Opinion and consent of Willkie Farr & Gallagher to be
filed by post-effective amendment.
(13) (h)(1) Transfer Agency and Service Agreement between the
Registrant and Scudder Service Corporation dated October 2,
1989. (Incorporated by reference to Exhibit 9(a) to
Post-Effective Amendment No. 25 to the Registration Statement)
(h)(2) Amendment dated February 1, 1999 to the Transfer Agency
and Service Agreement between the Registrant and Scudder
Service Corporation (Incorporated by reference to Exhibit
(h)(2) to Post-Effective Amendment No.
27 to the Registration Statement)
(h)(3) Fee schedule to the Transfer Agency between the
Registrant and Scudder Service Corporation dated February 1,
1999 (Incorporated by reference to Exhibit (h)(3) to
Post-Effective Amendment No. 27 to the Registration
Statement).
(h)(4) Member Services Agreement between AARP Financial
Services Corp. and Scudder Kemper Investments, Inc. dated
September 7, 1998. (Incorporated by reference to Exhibit
(h)(4) to Post-Effective Amendment No. 26 to the Registration
Statement)
(h)(5) Service Mark License Agreement among Scudder, Stevens &
Clark, Inc., American Association of Retired Persons, the
Registrant, AARP Cash Investment Funds, AARP Income Trust and
AARP Tax Free Income Trust dated March 20, 1996. (Incorporated
by reference to Exhibit 9(c)(1) to Post-Effective Amendment
No. 20 to the Registration Statement)
(h)(6) Shareholder Service Agreement between the Registrant
and Scudder Service Corporation dated June 1, 1988.
(Incorporated by reference to Exhibit 9(d) to Post-Effective
Amendment No. 25 to the Registration Statement)
(h)(7) Fund Accounting Services Agreement between the
Registrant, on behalf of AARP Balanced Stock and Bond Fund,
and Scudder Fund Accounting Corporation dated October 20,
1995. (Incorporated by reference to Exhibit 9(e) to
Post-Effective Amendment No. 25 to the Registration Statement)
(h)(8) Fund Accounting Services Agreement between the
Registrant, on behalf of AARP Capital Growth Fund, and Scudder
Fund Accounting Corporation dated September 5, 1995.
(Incorporated by reference to Exhibit 9(f) to Post-Effective
Amendment No. 25 to the Registration Statement)
(h)(9) Fund Accounting Services Agreement between the
Registrant, on behalf of AARP Growth and Income Fund, and
Scudder Fund Accounting Corporation dated September 5, 1995.
(Incorporated by reference to Exhibit 9(g) to Post-Effective
Amendment No. 25 to the Registration Statement)
(h)(10) Fund Accounting Services Agreement between the
Registrant, on behalf of AARP Global Growth Fund, and Scudder
Fund Accounting Corporation dated February 1, 1996.
(Incorporated by reference to Exhibit 9(h) to Post-Effective
Amendment No. 25 to the Registration Statement)
(h)(11) Fund Accounting Services Agreement between the
Registrant, on behalf of AARP Small Company Stock Fund, and
Scudder Fund Accounting Corporation dated February 1, 1997.
(Incorporated by reference to Exhibit (h)(11) to
Post-Effective Amendment No. 26 to the Registration Statement)
(h)(12) Fund Accounting Services Agreement between the
Registrant, on behalf of AARP U.S. Stock Index Fund, and
Scudder Fund Accounting Corporation dated February 1, 1997.
(Incorporated by reference to Exhibit (h)(12) to
Post-Effective Amendment No. 26 to the Registration Statement)
(h)(13) Fund Accounting Services Agreement between the
Registrant, on behalf of AARP International Growth and Income
Fund, and Scudder Fund Accounting Corporation dated February
1, 1997. (Incorporated by reference to Exhibit (h)(13) to
Post-Effective Amendment No. 26 to the Registration Statement)
(h)(14) COMPASS and TRAK 2000 Service Agreement between
Scudder Trust Company and the Registrant dated February 1,
1997. (Incorporated by reference to Exhibit (h)(14) to
Post-Effective Amendment No. 26 to the Registration Statement)
(h)(15) Fee Schedule for Exhibit (h)(15). (Incorporated by
reference to Exhibit (h)(14)(a) to Post-Effective Amendment
No. 26 to the Registration Statement)
(14) Consents of PricewaterhouseCoopers LLP are incorporated
by reference to Exhibit 14 to the Registrant's Registration
Statement on Form N-14 filed with the Securities and Exchange
Commission on March 6, 2000.
(15) Inapplicable.
(16) Powers of attorney are incorporated by reference to
Exhibit 16 to the Registrant's Registration Statement on Form
N-14 filed with the Securities and Exchange Commission on
March 6, 2000.
(17) Revised Form of Proxy filed herein.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public
reoffering of the securities registered through the use of
a prospectus which is a part of this registration statement
by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act [17
CFR 230.145c], the reoffering prospectus will contain the
information called for by the applicable registration form
for C-8 350 reofferings by persons who may be deemed
underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as a
part of an amendment to the registration statement and will
not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein,
and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
(3) The undersigned registrant undertakes to file, by
post-effective amendment, an opinion of counsel supporting
the tax consequences of the proposed reorganization within
a reasonable time after receipt of such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, AARP Growth Trust has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
AARP GROWTH TRUST
BY: /S/LINDA C. COUGHLIN
TITLE: PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ LINDA C. COUGHLIN President, Chairperson & Trustee March 29, 2000
- ---------------------
Linda C. Coughlin
/S/ CAROLE LEWIS ANDERSON* Trustee March 29, 2000
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Carole Lewis Anderson
/S/ ADELAIDE ATTARD* Trustee March 29, 2000
- --------------------
Adelaide Attard
/S/ ROBERT N. BUTLER* Trustee March 29, 2000
- ---------------------
Robert N. Butler
/S/ HORACE DEETS* Trustee March 29, 2000
- -----------------
Horace Deets
/S/ EDGAR R. FIEDLER* Trustee March 29, 2000
- ---------------------
Edgar R. Fiedler
/S/ EUGENE P. FORRESTER* Trustee March 29, 2000
- -------------------------
Eugene P. Forrester
/S/ GEORGE L. MADDOX, JR.* Trustee March 29, 2000
- --------------------------
George L. Maddox, Jr.
/S/ ROBERT J. MYERS* Trustee March 29, 2000
- --------------------
Robert J. Myers
/S/ JAMES H. SCHULZ* Trustee March 29, 2000
- --------------------
James H. Schulz
/S/ GORDON SHILLINGLAW* Trustee March 29, 2000
- -----------------------
Gordon Shillinglaw
/S/ JEAN GLEASON STROMBERG* Trustee March 29, 2000
- ---------------------------
Jean Gleason Stromberg
/S/ JOHN R. HEBBLE Treasurer (Principal Financial and March 29, 2000
- ------------------ Accounting Officer)
John R. Hebble
*BY: /S/ SHELDON A. JONES March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.
EXHIBIT 6(d)(5)
SUBADVISORY AGREEMENT
AGREEMENT made as of the 4th day of June, 1999, between Scudder Kemper
Investments, Inc., a Delaware corporation (hereinafter called the "Manager"),
and Bankers Trust Company, a New York corporation (hereinafter called the
"Subadviser").
WITNESSETH:
WHEREAS AARP Growth Trust (the "Trust") is a Massachusetts business
trust organized with one or more series of shares, and is registered as an
investment company under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Manager desires to utilize the services of the Subadviser
as investment counsel with respect to certain portfolio assets of the Trust; and
WHEREAS, the Subadviser is willing to perform such services on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is agreed as follows:
1. The Subadviser's Services. The Subadviser will serve the Manager as
investment counsel with respect to the investment portfolio of AARP U.S. Stock
Index Fund (the "Series"), being one of the portfolio series of the Trust, which
is under the management of the Manager pursuant to an Investment Management
Agreement between the Manager and the Trust dated September 7, 1998.
The Subadviser is hereby authorized and directed and hereby agrees,
subject to the stated investment policies and restrictions of the Series as set
forth in the current Prospectus and Statement of Additional Information of the
Trust (including amendments) and in accordance with the Fund's Declaration of
Trust, as amended, and By-laws governing the offering of its shares and subject
to such resolutions as from time to time may be adopted by the Fund's Trustees
and furnished to the Subadviser, to develop, recommend and implement such
investment program and strategy for the Series as may from time to time be most
appropriate to the achievement of the investment objectives of the Series as
stated in the aforesaid Prospectus, to provide research and analysis relative to
the investment program and investments of the Series, to determine what
securities should be purchased and sold and to monitor on a continuing basis the
performance of the portfolio securities of the Series. In addition, the
Subadviser will place orders for the purchase and sale of portfolio securities
and, subject to the provisions of the following paragraph, will take reasonable
steps to assure that portfolio transactions are effected to the best price and
execution available. The Subadviser will advise the Fund's custodian and the
Manager on a prompt basis of each purchase and sale of a portfolio security
specifying the name of the issuer, the description and amount or number of
shares of the security purchased, the market price, commission and gross or net
price, trade date, settlement date and identity of the effecting broker or
dealer. From time to time as the Trustees of the Trust or the Manager may
reasonably request, the Subadviser will furnish to the Manager, Trust's officers
and to each of its Trustees reports on portfolio transactions and reports on
assets held in the Series, all in such detail as the Trust or the Manager may
reasonably request. The Subadviser will also inform the Manager, Trust's
officers and Trustees on a current basis of changes in investment strategy or
tactics. The Subadviser will make its officers and employees available to meet
with the Manager, Trust's officers and Trustees at least quarterly on due notice
to review the investments and investment performance of the Series in the light
of the Trust's investment objectives and policies and market conditions.
Additionally, the Manager will provide the Subadviser with a list of tobacco
producing companies that are subject to the stated restrictions of the Series.
In using its best efforts to obtain for the Series the most favorable
price and execution available, the Subadviser, bearing in mind the Series' best
interests at all times, shall consider all factors it deems relevant, including,
by way of illustration, price, the size of the transaction, the nature of the
market for the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer involved and the
quality of service rendered by the broker or dealer in other transactions.
Subject to such policies as the Trustees of the Trust may determine, the
Subadviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused the Series to pay an unaffiliated broker or dealer that provides
brokerage and research services to the Subadviser an amount of commission for
effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Subadviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Subadviser's overall responsibilities with respect
to the clients.
It shall be the duty of the Subadviser to furnish to the Trustees of
the Trust such information as may reasonably be requested in order for such
Trustees to evaluate this Agreement or any proposed amendments thereto for the
purposes of casting a vote pursuant to Section 9 hereof.
In the performance of its duties hereunder, the Subadviser is and shall
be an independent contractor and except as otherwise expressly provided herein
or otherwise authorized in writing, shall have no authority to act for or
represent the Trust, the Series or the Manager in any way or otherwise be deemed
to be an agent of the Trust, the Series or the Manager.
In furnishing the services under this Agreement, the Subadviser will
comply with the requirements of the 1940 Act applicable to it, and the
regulations promulgated thereunder.
2. Delivery of Documents to Subadviser. The Manager will furnish to
the Subadviser copies of each of the following documents:
(a) The Declaration of Trust of the Trust as in effect on the date
hereof;
(b) The By-laws of the Trust in effect on the date hereof;
(c) The resolutions of the Trustees approving the engagement of the
Subadviser as subadviser to the Series and approving the form of
this agreement;
(d) The resolutions of the Trustees selecting the Manager as
investment manager to the Trust and approving the form of the
Investment Management Agreement with the Trust, on behalf of the
Series;
(e) The Investment Management Agreement with the Trust, on behalf of
the Series;
(f) The Code of Ethics of the Trust and of the Manager as currently
in effect; and
(g) Current copies of the Series' Prospectus and Statement of
Additional Information.
The Manager will furnish the Subadviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. Such amendments or supplements as to Items
(a) though (g) above will be provided within 30 days of the time such materials
became available to the Manager and until so provided the Subadviser may
continue to rely on those documents previously provided.
During the term of this Agreement, the Manager also will furnish to the
Subadviser prior to use thereof copies of all Trust documents, proxy statements,
reports to shareholders, sales literature, or other material prepared for
distribution to shareholders of the Series or the public that refer in any way
to the Subadviser, and will not use such material if the Subadviser reasonably
objects in writing within five business days (or such other time period as may
be mutually agreed) after receipt thereof. However, the Manager and the
Subadviser may agree amongst themselves that certain of the above-mentioned
documents do not need to be furnished to the Subadviser prior to the document's
use.
In the event of termination of this Agreement, the Trust will continue
to furnish to the Subadviser copies of any of the above-mentioned materials that
refer in any way to the Subadviser. The Trust shall furnish or otherwise make
available to the Subadviser such other information relating to the business
affairs of the Trust as the Subadviser at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.
3. Delivery of Documents to the Manager. The Subadviser has furnished
the Manager with copies of each of the following documents:
(a) The Subadviser's most recent balance sheet;
(b) Separate lists of persons who the Subadviser wishes to have
authorized to give written and/or oral instructions to Custodians
and the fund accounting agent of Trust assets for the Series; and
(c) The Code of Ethics of the Subadviser as currently in effect.
The Subadviser will furnish the Manager from time to time with copies,
properly certified or otherwise authenticated, of all material amendments of or
supplements to the foregoing, if any. Additionally, the Subadviser will provide
to the Manager such other documents relating to its services under this
Agreement as the Manager may reasonably request on a periodic basis. Such
amendments or supplements as to items (a) through (c) above will be provided
within 30 days of the time such materials became available to the Subadviser.
4. Other Agreements, Etc. It is understood that any of the
shareholders, Trustees, officers and employees of the Trust or the Series may be
a shareholder, director, officer or employee of, or be otherwise interested in,
the Subadviser, any interested person of the Subadviser, any organization in
which the Subadviser may have an interest or any organization which may have an
interest in the Subadviser, any such interested person or any such organization
may have an interest in the Trust or the Series. It is also understood that the
Subadviser, the Manager and the Trust may have advisory, management, service or
other contracts with other individuals or entities, and may have other interests
and businesses. When a security proposed to be purchased or sold for the Series
is also to be purchased or sold for other accounts managed by the Subadviser at
the same time, the Subadviser shall make such purchases or sales on a pro-rata,
rotating or other equitable basis so as to avoid any one account's being
preferred over any other account.
The Subadviser may give advice and take action with respect to other
funds or clients, or for its own account (collectively, "Other Accounts") which
may differ from the advice or the timing or nature of action taken with respect
to the Series.
Nothing in this Agreement shall be implied to prevent the (i) Manager
from engaging other subadvisers to provide investment advice and other services
in relation to portfolios of the Trust for which the Subadviser does not provide
such services, or to prevent the Manager from providing such services itself in
relation to such portfolios; or (ii) the Subadviser from providing investment
advice and other services to other funds or clients.
5. Fees, Expenses and Other Charges.
(a) For its services hereunder, the Subadviser shall be paid a
management fee by the Trust according to the fee schedule
attached hereto as Schedule A.
(b) The Subadviser, at its expense, will furnish all necessary
investment facilities, including salaries of personnel required
for it to execute its duties faithfully.
6. Confidential Treatment. It is understood that any information or
recommendation supplied by the Subadviser in connection with the performance of
its obligations hereunder is to be regarded as confidential and for use only by
the Manager, the Trust or such persons as the Manager may designate in
connection with the Series. It is also understood that any information supplied
to the Subadviser in connection with the performance of its obligations
hereunder, particularly, but not limited to, any list of securities which, on a
temporary basis, may not be bought or sold for the Series, is to be regarded as
confidential and for use only by the Subadviser in connection with its
obligation to provide investment advice and other services to the Series.
7. Representations and Covenants of the Parties. The Subadviser hereby
acknowledges that it is a "bank" as defined in Section 202(a)(2) of the
Investment Advisers Act of 1940 and neither it nor any "affiliated person" of
it, as defined in the 1940 Act, is subject to any disqualification that would
make the Subadviser unable to serve as an investment adviser to a registered
investment company under Section 9 of the 1940 Act. The Subadviser covenants
that it will carry out appropriate compliance procedures necessary to the
operation of the Series as the Subadviser and the Manager may agree. The
Subadviser also covenants that it will manage the Series so that the Trust will
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code.
8. Reports by the Subadviser and Records of the Series. The Subadviser
shall furnish the Manager monthly, quarterly and annual reports concerning
transactions and performance of the Series, including information required to be
disclosed in the Trust's registration statement, in such form as may be mutually
agreed, to review the Series and discuss the management of it. The Subadviser
shall permit the financial statements, books and records with respect to the
Series to be inspected and audited by the Trust, the Manager or their agents at
all reasonable times during normal business hours. The Subadviser shall
immediately notify and forward to both the Manager and legal counsel for the
Trust any legal process served upon it on behalf of the Manager or the Trust.
The Subadviser shall promptly notify the Manager of any changes in any
information concerning the Subadviser of which the Subadviser becomes aware that
would be required to be disclosed in the Trust's registration statement.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Subadviser agrees that all records it maintains for the Trust are the
property of the Trust and further agrees to surrender promptly to the Trust or
the Manager any such records upon the Trust's or the Manager's request. The
Subadviser further agrees to maintain for the Trust the records the Trust is
required to maintain under Rule 31a-1(b) insofar as such records relate to the
investment affairs of the Trust. The Subadviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records it maintains
for the Trust.
9. Continuance and Termination. This Agreement shall remain in full
force and effect through August 31, 1999, and is renewable annually thereafter
by specific approval of the Board of Trustees of the Trust or by the affirmative
vote of a majority of the outstanding voting securities of the Series. Any such
renewal shall be approved by the vote of a majority of the Trustees of the Trust
who are not interested persons under the 1940 Act, cast in person at a meeting
called for the purpose of voting on such renewal. This agreement may be
terminated without penalty at any time by the Trustees, by vote of a majority of
the outstanding voting securities of the Series, or by the Manager or by the
Subadviser upon 60 days written notice, and will automatically terminate in the
event of its assignment by either party to this Agreement, as defined in the
1940 Act, or (provided Subadviser has received prior written notice thereof)
upon termination of the Manager's Investment Management Agreement with the
Trust.
10. Voting Rights. The Manager shall be responsible for exercising any
voting rights of any securities of the Series.
11. Indemnification. The Subadviser agrees to indemnify and hold
harmless the Manager, any affiliated person within the meaning of Section
2(a)(3) of the 1940 Act ("affiliated person") of the Manager and each person, if
any who, within the meaning of Section 15 of the Securities Act of 1933 (the
"1933 Act"), controls ("controlling person") the Manager, against any and all
losses, claims damages, liabilities or litigation (including reasonable legal
and other expenses), to which the Manager or such affiliated person or
controlling person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise, arising out
of Subadviser's responsibilities as portfolio manager of the Series (1) to the
extent of and as a result of the willful misconduct, bad faith, or gross
negligence by the Subadviser, any of the Subadviser's employees or
representatives or any affiliate of or any person acting on behalf of the
Subadviser, or (2) as a result of any untrue statement or alleged untrue
statement of a material fact contained in a prospectus or statement of
additional information covering the Series or the Trust or any amendment thereof
or any supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
therein not misleading, if such a statement or omission was made in reliance
upon written information furnished by the Subadviser to the Manager, the Trust
or any affiliated person of the Manager or the Trust expressly for use in the
Trust's registration statement, or upon verbal information confirmed by the
Subadviser in writing expressly for use in the Trust's registration statement or
(3) to the extent of, and as a result of, the failure of the Subadviser to
execute, or cause to be executed, portfolio transactions according to the
standards and requirements of the 1940 Act; provided, however, that in no case
is the Subadviser's indemnity in favor of the Manager or any affiliated person
or controlling person of the Manager deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misconduct, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.
The Manager agrees to indemnify and hold harmless the Subadviser, any
affiliated person within the meaning of Section 2(a)(3) of the 1940 Act
("affiliated person") of the Subadviser and each person, if any who, within the
meaning of Section 15 of the 1933 Act, controls ("controlling person") the
Subadviser, against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses), to which the
Subadviser or such affiliated person or controlling person may become subject
under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at
common law or otherwise, arising out of the Manager's responsibilities as
investment manager of the Series (1) to the extent of and as a result of the
willful misconduct, bad faith, or gross negligence by the Manager, any of the
Manager's employees or representatives or any affiliate of or any person acting
on behalf of the Manager, or (2) as a result of any untrue statement or alleged
untrue statement of a material fact contained in a prospectus or statement of
additional information covering the Series or the Trust or any amendment thereof
or any supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
therein not misleading, if such a statement or omission was made by the Trust
other than in reliance upon written information furnished by the Subadviser, or
any affiliated person of the Subadviser, expressly for use in the Trust's
registration statement or other than upon verbal information confirmed by the
Subadviser in writing expressly for use in the trust's registration statement;
provided, however, that in no case is the Manager's indemnity in favor of the
Subadviser or any affiliated person or controlling person of the Subadviser
deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misconduct, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
12. Certain Definitions. For the purposes of this Agreement, the "vote
of a majority of the outstanding voting securities of the Series" means the
affirmative vote, at a duly called and held meeting of shareholders of the
Series, (a) of the holders of 67% or more of the shares of the Series present
(in person or by proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Series entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders of more than
50% of the outstanding shares of the Series entitled to vote at such meeting,
whichever is less.
For the purposes of this Agreement, the terms "interested person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act.
For the purposes of this Agreement, the terms "assets", "net assets",
"securities", "portfolio securities" or "investments" of the Series shall mean,
respectively, such assets, net assets, securities, portfolio securities or
investments which are from time to time under the management of the Subadviser
pursuant to this Agreement.
13. Notices. All notices or other communications required or permitted
to be given hereunder shall be in writing and shall be delivered or sent by
pre-paid first class letter post to the following addresses or to such other
address as the relevant addressee shall hereafter notify for such purpose to the
others by notice in writing and shall be deemed to have been given at the time
of delivery.
If to the Manager: SCUDDER KEMPER INVESTMENTS, INC.
345 Park Avenue
New York, NY 10154
Attention: Lisa A. Sheeler
If to the Trust: AARP GROWTH TRUST
AARP U.S. STOCK INDEX FUND
Two International Place
Boston, MA 02110
Attention: Linda C. Coughlin
If to the Subadviser: BANKERS TRUST COMPANY
Global Investment Management
One Bankers Trust Plaza
New York, New York 10006
Attention: Frank R. Salerno
14. Instructions. The Subadviser is authorized to honor and act on any
notice, instruction or confirmation given by the Trust or Manager in writing
signed or sent by one of the persons whose names, addresses and specimen
signatures will be provided by the Trust or Manager from time to time.
15. Law. This Agreement is governed by and shall be construed in
accordance with the laws of the State of New York in a manner not in conflict
with the provisions of the 1940 Act.
16. Limitation of Liability of the Aarp Mutual Funds, Trustees, and
Shareholders. It is understood and expressly stipulated that none of the
trustees, officers, agents, or shareholders of any AARP Mutual Fund shall be
personally liable hereunder. It is understood and acknowledged that all persons
dealing with any AARP Mutual Fund must look solely to the property of such AARP
Mutual Fund for the enforcement of any claims against such AARP Mutual Fund as
neither the trustees, officers, agents or shareholders assume any personal
liability for obligations entered into on behalf of any AARP Mutual Fund. No
AARP Mutual Fund shall be liable for the obligations or liabilities of any other
AARP Mutual Fund. No series of any AARP Mutual Fund, if any, shall be liable for
the obligations of any other series.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this instrument
to be signed in duplicate on its behalf by the officer designated below
thereunto duly authorized.
SCUDDER KEMPER INVESTMENTS, INC.
ATTEST:
/s/ John Millette By: /s/ Lin Coughlin
John Millette Lin Coughlin
Vice President Managing Director
BANKERS TRUST COMPANY
ATTEST:
/s/Donna Nascimento By: /s/ Lawrence S. Lafer
Donna Nascimento Lawrence S. Lafer
Vice President Director
<PAGE>
Schedule A to the Subadvisory Agreement
for the AARP U.S. Stock Index Fund (the "Series")
dated as of June 4, 1999 between Scudder Kemper Investments, Inc.
and Bankers Trust Company
FEE SCHEDULE
As compensation for its services described herein, Bankers Trust Company shall
receive a fee based on a percentage of average net assets calculated according
to the following annualized fee schedule:
SERIES ASSETS ANNUALIZED RATE
On the first $100 million 0.07 of 1%
On the next $100 million 0.03 of 1%
On the balance over $200 million 0.01 of 1%
Minimum annual fee: $75,000
The above fees exclude all custody charges. Valuations are made based on the
market value of assets held in the Account at the end of each calendar month,
and fees are charged quarterly in arrears based on one-fourth of the annual fee.
Fees will be prorated appropriately if Bankers Trust Company does not perform
services for a full quarter.
To assist Scudder and the AARP Investment Program in maintaining an appropriate
and competitive level of fund expenses during the Series' start-up phase,
Bankers Trust Company will apply a 15% discount to the above stated fee schedule
for the first 12 months of management. After this 12 month period expires, the
stated (standard) fees will be charged.
EXHIBIT 10
AARP GROWTH TRUST
(the "Fund")
PLAN WITH RESPECT TO
AARP SMALL COMPANY STOCK FUND
PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940
The Plan
I. Introduction
As required by Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act"), this Plan describes the multi-class system for the Fund
that will apply to shares of beneficial interest, $0.01 par value PER SHARE (THE
"SHARES"), OF AARP SMALL COMPANY STOCK FUND (the "Series"), including the
separate class arrangements for shareholder and administrative services and the
distribution of shares, the method for allocating expenses, income, gain and
loss of the Series among classes and any related exchange privileges and
conversion features applicable to the classes.
Upon the effective date of this Plan, the Fund elects to offer multiple
classes of shares of the Series, as described herein, pursuant to Rule 18f-3 and
this Plan.
II. The Multi-Class System
The Series may offer two classes of shares, Class S Shares and AARP
Shares shares. Shares of each class of the Series shall represent an equal pro
rata interest in the Series and, generally, shall have identical voting,
dividend, liquidation, and other rights, preferences, powers, restrictions,
limitations, qualifications and terms and conditions, except that: (a) each
class shall have a different designation; (b) each class of shares shall bear
any Class Expenses, as defined by Section A.2, below; (c) each class shall have
exclusive voting rights on any matter submitted to shareholders that relates
solely to its shareholder services, administrative services or distribution
arrangements; (d) each class shall have separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class; (e) each class may have separate exchange
privileges; (f) each class of shares may have separate account size
requirements; and (g) each class may have different conversion features. In
addition, the following provisions shall apply to the classes authorized hereby.
A. Allocation of Income and Expenses
1. General.
The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the Series
shall be allocated to each share of the Series, on the basis of its net asset
value relative to the net asset value of the Series. Expenses to be so allocated
include a portion of the expenses of the Fund that are not attributable to the
Series, any class of the Series or any other series of the Fund ("Fund
Expenses"), and expenses of the Series not attributable to a particular class of
the Series ("Series Expenses"). Fund Expenses include, but are not limited to,
Trustees' fees, certain insurance costs and certain legal fees. Series Expenses
include, but are not limited to, certain filing fees (i.e. state filing fees
imposed on a Fund-wide basis and Securities and Exchange Commission registration
fees), custodial fees, advisory fees and other expenses relating to the
management of the Series' assets.
2. Class Expenses.
Expenses attributable to one or more particular classes, which
are allocated on the basis of the amount incurred on behalf of each class
("Class Expenses") may include: (a) transfer agent fees attributable to a
specific class, (b) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current Fund shareholders; (c) registration fees (other than those
set forth in subsection A.l above); (d) the expense of administrative personnel
and services as required to support the shareholders of a specific class; (e)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (f) Trustees' fees incurred as a result of issues
relating to a specific class; and (g) shareholder or Trustees' meeting costs
that relate to a specific class. All expenses described in this paragraph may be
allocated as Class Expenses, but only if the Fund's President and Treasurer have
determined, subject to the Board of Trustees' approval or ratification, which of
such categories of expenses will be treated as Class Expenses, consistent with
applicable legal principles under the 1940 Act and the Internal Revenue Code of
1986, as amended ("Code").
In the event that a particular expense is no longer reasonably
allocable by class or to a particular class, it shall be treated as a Fund
Expense or Series Expense, and in the event a Fund Expense or Series Expense
becomes allocable at a different level, including as a Class Expense, it shall
be so allocated, subject to compliance with Rule 18f-3 and to approval or
ratification by the Board of Trustees.
The initial determination of expenses that will be allocated
as Class Expenses and any subsequent changes thereto shall be reviewed by the
Board of Trustees and approved by such Board and by a majority of the Trustees
who are not "interested persons" of the Fund or Series, as defined in the 1940
Act (the "Independent Trustees"). Such expense allocation shall be set forth in
a schedule, as amended from time to time, by the Board of Trustees, including a
majority of the Independent Trustees, and shall form a part of this plan.
3. Waivers or Reimbursements of Expenses
Expenses may be waived or reimbursed by the Fund's investment
adviser, its principal underwriter, or any other provider of services to the
Series or the Fund without the prior approval of the Board OF TRUSTEES to the
extent such waiver or reimbursement does not jeopardize the Fund's status as a
"regulated investment company" under the Code.
B. Exchange Privileges
Shareholders of the Series may exchange shares of their class for
shares of a similar class of another fund in the Scudder family, at the relative
net asset values of the respective shares to be exchanged and with no sales
charge, subject to applicable law, and to the applicable requirements, if any,
as to minimum amount.
C. Board Review
1. Initial Approval
The Board of Trustees, including a majority of the Independent
Trustees, at a meeting held March 2, 2000, approved the Plan based on a
determination that the Plan, including the expense allocation, is in the best
interests of each class individually and of the Series and the Fund. Their
determination was based on their review of information furnished to them which
they deemed reasonably necessary and sufficient to evaluate the Plan.
2. Approval of Amendments
The Plan may not be amended materially unless the Board of
Trustees, including a majority of THE INDEPENDENT TRUSTEES has found that the
proposed amendment, including any proposed related expense allocation, is in the
best interests of each class individually and of the Series and the Fund. Such
finding shall be based on information requested by, and furnished to, the Board
that the Board deems reasonably necessary to evaluate the proposed amendment.
3. Periodic Review
The Board shall review reports of expense allocations and such
other information as they request at such times, or pursuant to such schedule,
as they may determine is consistent with applicable legal requirements.
D. Contracts
Any Agreement related to the multi-class system shall require the
parties thereto to furnish to the Board of Trustees, upon their request, such
information as is reasonably necessary to permit the Trustees to evaluate the
plan or any proposed amendment.
E. Effective Date
The Plan, having been reviewed and approved by the Board of Trustees
and by a majority of the Independent Trustees as indicated in subsection C.l of
Section II of the Plan, shall take effect as of the implementation of the
multi-class system, except that allocation of Class Expenses shall not occur
until the effective date of the Fund's post-effective amendment to its
registration statement containing disclosure concerning the multi-class system.
F. Amendments
The Plan may not be amended to modify materially its terms unless such
amendment has been approved in the manner specified in subsection C.2 of Section
II of the Plan.
<PAGE>
Schedule to Multi-Distribution System Plan
Allocation of Class Expenses
AARP SHARES
1. Transfer agent fees attributable to AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Trustees fees incurred as a result of issues relating solely to AARP
Shares; and
6. The expense of holding meetings solely for holders of AARP Shares.
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
CLASS S SHARES
1. Transfer agent fees attributable to Class S Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class S Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class S Shares;
4. Litigation or other legal expenses relating solely to Class S Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
S Shares;
6. The expense of holding meetings solely for holders of Class S Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
EXHIBIT 17
FORM OF PROXY
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: XXX XXX XXX XXX XX *** Please fold and detach card at
perforation before mailing.
SCUDDER MICRO CAP FUND
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 13, 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 13, 2000,
at 3:00 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.
- ----------------------------------------
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 AARP Small Company Stock
Fund in exchange for shares of the Class
S Shares class of AARP Small Company
Stock Fund. PROPOSAL 3
To ratify the selection of
PricewaterhouseCoopers LLP as the Fund's
independent accountants for the current
fiscal year.
The proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments thereof.
PLEASE SIGN ON REVERSE SIDE
