Filed electronically with the Securities and Exchange
Commission on October 25, 1996.
File No. 33-22059
File No. 811-5565
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
----
Post-Effective Amendment No. 9
----
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT No. 11
--
Scudder Mutual Funds, Inc.
--------------------------
(Exact name of Registrant as Specified in Charter)
345 Park Avenue, New York, NY 10154
-----------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-2567
--------------
Thomas F. McDonough
Scudder, Stevens & Clark, Inc.
Two International Place, Boston, MA 02110
-----------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
immediately upon filing pursuant to paragraph (b)
--------
X on November 1, 1996 pursuant to paragraph (b)
--------
60 days after filing pursuant to paragraph (a)(i)
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on ________________________ pursuant to paragraph (a)(i)
--------
75 days after filing pursuant to paragraph (a)(ii)
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on ________________________ pursuant to paragraph (a)(ii)
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of Rule 485
If appropriate, check the following:
this post-effective amendment designates a new effective
--------
date for a previously filed post-effective amendment
The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for its fiscal
year on August 29, 1996.
<PAGE>
SCUDDER MUTUAL FUNDS, INC.
SCUDDER GOLD FUND
CROSS-REFERENCE SHEET
Items Required by Form N-1A
<TABLE>
<CAPTION>
PART A
Item No. Item Caption Prospectus Caption
<S> <C> <C>
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information
4. General Description of INVESTMENT OBJECTIVES AND POLICIES
Registrant WHY INVEST IN THE FUND?
RISK FACTORS
ADDITIONAL INFORMATION ABOUT POLICIES AND
INVESTMENTS
FUND ORGANIZATION
5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FINANCIAL HIGHLIGHTS
FUND ORGANIZATION--Investment adviser, Transfer
agent
DIRECTORS AND OFFICERS
SHAREHOLDER BENEFITS--A Team Approach to
Investing
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--
Securities Dividends and capital gains distributions
FUND ORGANIZATION
SHAREHOLDER BENEFITS--Toll-Free Telephone Service
and Information, Dividend reinvestment plan
HOW TO CONTACT SCUDDER
7. Purchase of Securities Being PURCHASES
Offered TRANSACTION INFORMATION
SHAREHOLDER BENEFITS--Dividend reinvestment plan
INVESTMENT PRODUCTS AND SERVICES
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
FUND ORGANIZATION--Underwriter
8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION
9. Pending Legal Proceedings NOT APPLICABLE
<PAGE>
SCUDDER GOLD FUND
(continued)
PART B
Caption in Statement of
Item No. Item Caption Additional Information
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History FUND ORGANIZATION
13. Investment Objectives and THE FUNDS' INVESTMENT OBJECTIVES AND
Policies POLICIES
PORTFOLIO TRANSACTIONS POLICIES
14. Management of the Fund DIRECTORS AND OFFICERS
REMUNERATION
15. Control Persons and Principal DIRECTORS AND OFFICERS
Holders of Securities
16. Investment Advisory and Other INVESTMENT ADVISER
Services ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS
18. Capital Stock and Other FUND ORGANIZATION
Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUND--
Dividend and Capital Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of Performance Data PERFORMANCE INFORMATION
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
<PAGE>
This prospectus sets forth concisely the information about Scudder Gold
Fund, a series of Scudder Mutual Funds, Inc., an open-end management
investment company, that a prospective investor should know before
investing. Please retain it for future reference.
If you require more detailed information, a Statement of Additional
Information dated November 1, 1996, as amended from time to time, may
be obtained without charge by writing Scudder Investor Services, Inc.,
Two International Place, Boston, MA 02110-4103 or calling
1-800-225-2470. The Statement, which is incorporated by reference into
this prospectus, has been filed with the Securities and Exchange
Commission.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Contents--see page 4.
Scudder
Gold
Fund
Prospectus
November 1, 1996
A pure no-load(TM) (no sales charges) mutual fund series which seeks
maximum return consistent with investing primarily in gold-related
investments.
<PAGE>
Expense information
How to compare a Scudder pure no-load(TM) fund
This information is designed to help you understand the various costs and
expenses of investing in Scudder Gold Fund (the "Fund").* By reviewing this
table and those in other mutual funds' prospectuses, you can compare the Fund's
fees and expenses with those of other funds. With Scudder's pure no-load(TM)
funds, you pay no commissions to purchase or redeem shares, or to exchange from
one fund to another. As a result, all of your investment goes to work for you.
1) Shareholder transaction expenses: Expenses charged directly to your
individual account in the Fund for various transactions.
Sales commissions to purchase shares (sales load) NONE
Commissions to reinvest dividends NONE
Redemption fees NONE**
Fees to exchange shares NONE
2) Annual Fund operating expenses: Expenses paid by the Fund before it
distributes its net investment income, expressed as a percentage of the
Fund's average daily net assets for the fiscal year ended June 30, 1996.
Investment management fee 1.00%
12b-1 fees NONE
Other expenses 0.50%
-----
Total Fund operating expenses 1.50%
=====
Example
Based on the level of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by the Fund before it distributes its
net investment income to shareholders. (As noted above, the Fund has no
redemption fees of any kind.)
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$15 $47 $82 $179
See "Fund organization--Investment adviser" for further information about the
investment management fee. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than
those shown.
* This information also includes expenses of a wholly-owned subsidiary of
Scudder Mutual Funds, Inc., the capital of which is limited to 25% of the
Fund's assets. (See "Investment objective and policies--Investments.")
** You may redeem by writing or calling the Fund. If you wish to receive
redemption proceeds via wire, there is a $5 wire service fee. For
additional information, please refer to "Transaction information--Redeeming
shares."
2
<PAGE>
Financial highlights
The following table includes selected consolidated data for a share outstanding
throughout each period and other performance information derived from the
audited financial statements.
If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated June 30, 1996 and may be obtained without charge by
writing or calling Scudder Investor Services, Inc.
<TABLE>
<CAPTION>
FOR THE PERIOD
SEPTEMBER 2, 1988
(COMMENCEMENT
YEARS ENDED JUNE 30, OF OPERATIONS)
------------------------------------------------------------ TO JUNE 30,
1996(b) 1995(b) 1994(b) 1993(b) 1992(b) 1991 1990 1989
------------------------------------------------------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ........ $12.86 $12.64 $12.13 $ 9.19 $ 9.87 $10.21 $10.58 $12.00
------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income (loss) (a) .......... (.09) (.08) (.10) (.08) (.12) (.04) .07 (.06)
Net realized and unrealized gain (loss) ...
on investment transactions .............. 4.28 1.02 .85 3.02 (.56) (.30) (.34) (1.36)
------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations ............ 4.19 .94 .75 2.94 (.68) (.34) (.27) (1.42)
------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
From net investment income ................ -- -- -- -- -- -- (.01) --
In excess of net investment income ........ (1.08) (.25) (.24) -- -- -- -- --
From net realized gains on
investment transactions ................. (0.63) (.47) -- -- -- -- (.03) --
From additional paid-in capital ........... -- -- -- -- -- -- (.06) --
------ ------ ------ ------ ------ ------ ------ ------
Total distributions ....................... (1.71) (.72) (.24) -- -- -- (.10) --
------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of period .............. $15.34 $12.86 $12.64 $12.13 $ 9.19 $ 9.87 $10.21 $10.58
====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%) ............................ 36.91 7.50 6.35 31.99 (6.89) (3.33) (2.71) (11.83)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ...... 173 126 130 90 31 33 17 9
Ratio of operating expenses,
net to average daily net assets (%) (a) ... 1.50 1.65 1.69 2.17 2.54 2.54 2.60 3.00*
Ratio of net investment income (loss) to
average daily net assets (%) .............. (.61) (.69) (.81) (.81) (1.34) (.59) .34 (1.06)*
Portfolio turnover rate (%) ................. 29.7 42.0 50.8 59.2 57.5 71.4 80.6 34.5*
Average commission rate paid (c) ............ $.0309 $ -- $ -- $ -- $ -- $ -- $ -- $ --
(a) Reflects a per share amount
of expenses reimbursed by
the Adviser of ........................ $ -- $ -- $ -- $ -- $ -- $ .02 $ .20 $ .18
Operating expense ratio
before expense reductions (%) ......... -- -- -- -- 2.57 2.82 3.74 6.59*
(b) Based on monthly average shares outstanding during the period.
(c) Average commission rate paid per share of common and preferred stocks is calculated for fiscal years ending on or
after June 30, 1996.
* Annualized
** Not annualized
</TABLE>
3
<PAGE>
A message from Scudder's chairman
Scudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of
Funds, was founded in 1919. We offered America's first no-load mutual fund in
1928. Today, we manage in excess of $100 billion for many private accounts and
over 50 mutual fund portfolios. We manage the mutual funds in a special program
for the American Association of Retired Persons, as well as the fund options
available through Scudder Horizon Plan, a tax-advantaged variable annuity. We
also advise The Japan Fund and nine closed-end funds that invest in countries
around the world.
The Scudder Family of Funds is designed to make investing easy and less costly.
It includes money market, tax free, income and growth funds as well as IRAs,
401(k)s, Keoghs and other retirement plans.
Services available to all shareholders include toll-free access to the
professional service representatives of Scudder Investor Relations, easy
exchange among funds, shareholder reports, informative newsletters and the
walk-in convenience of Scudder Funds Centers.
All Scudder mutual funds are pure no-load(TM). This means you pay no commissions
to purchase or redeem your shares or to exchange from one fund to another. There
are no "12b-1" fees either, which many other funds now charge to support their
marketing efforts. All of your investment goes to work for you. We look forward
to welcoming you as a shareholder.
/s/Daniel Pierce
Scudder Gold Fund
Investment objective
o maximum return consistent with investing primarily in a portfolio of
gold-related equity securities and gold
Investment characteristics
o convenient and cost-effective way to broaden an investment portfolio
o opportunity to participate in possible increases in the price of gold
Investors in the Fund must be willing to accept above-average risk and
should not consider the Fund a complete investment program.
Contents
Investment objective and policies 5
Why invest in the Fund? 7
Additional information about policies
and investments 8
Risk factors 9
Distribution and performance information 11
Purchases 12
Exchanges and redemptions 13
Fund organization 14
Transaction information 15
Shareholder benefits 19
Directors and Officers 22
Investment products and services 23
How to contact Scudder Back cover
4
<PAGE>
Investment objective and policies
Investment objective
Scudder Gold Fund (the "Fund"), a series of Scudder Mutual Funds, Inc. (the
"Corporation"), seeks maximum return (principal change and income) consistent
with investing in a portfolio of gold-related equity securities and gold. When
making portfolio investments, the Fund will emphasize the potential for growth
of the proposed investment, although it may also consider the income generating
capacity of a stock as one factor among others in evaluating investment
opportunities.
Although the Fund is a non-diversified investment company under the Investment
Company Act of 1940 (the "1940 Act"), it is designed as a convenient and
cost-effective means for investors to provide diversity to their investments and
to participate in possible increases in the price of gold. Investors in the Fund
must be willing to accept above-average risk compared to that available from
larger companies such as those in the Standard & Poor's 500 Stock Index.
Investors should not consider the Fund a complete investment program.
Except as otherwise indicated, the Fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders. Shareholders
will receive written notice of any changes in the Fund's objective. If there is
a change in investment objective, shareholders should consider whether the Fund
remains an appropriate investment in light of their then current financial
position and needs. There can be no assurance that the Fund's objective will be
met.
Investments
The Fund pursues its objective primarily through a portfolio of gold-related
investments. Under normal market conditions, at least 65% of the Fund's total
assets will be invested in:
o equity securities (defined as common stock, investment-grade preferred
stock and debt securities that are convertible into or exchangeable for
common stock) of U.S. and foreign companies primarily engaged in the
exploration, mining, fabrication, processing or distribution of gold,
o gold bullion, and
o gold coins.
A company will be considered "primarily engaged" in a business or an activity if
it devotes or derives at least 50% of its assets, revenues and/or operating
earnings from that business or activity. The remaining 35% of the Fund's assets
may be invested in any precious metals other than gold; in equity securities of
companies engaged in activities primarily relating to precious metals and
minerals other than gold; in investment-grade debt securities, including zero
coupon bonds, of companies engaged in activities relating to gold or other
precious metals and minerals; warrants; and in certain debt securities, a
portion of the return on which is indexed to the price of precious metals. In
addition, the Fund may engage in strategic transactions.
Up to 10% of the Fund's total assets may be invested directly in gold, silver,
platinum and palladium bullion and in gold and silver coins. In addition, the
Fund's assets may be invested in wholly-owned subsidiaries of the Corporation
that invest in gold, silver, platinum and palladium bullion and in gold and
silver coins (see "Risk factors--Precious metals").
Investment-grade preferred stock and debt securities are securities rated Baa or
higher by Moody's Investors Service, Inc. ("Moody's"), or BBB or higher by
Standard & Poor's ("S&P"), or, if unrated, are deemed by the Fund's investment
adviser, Scudder, Stevens & Clark, Inc. (the "Adviser"), to be of equivalent
quality.
When deemed appropriate by the Adviser, the Fund may temporarily invest up to
30% of its assets to maintain liquidity and all or a portion of its assets for
5
<PAGE>
Investment objective and policies (cont'd)
defensive purposes in cash, high quality cash equivalents (including foreign
money market instruments, such as bankers' acceptances, certificates of deposit,
commercial paper, short-term government and corporate obligations, and
repurchase agreements), obligations issued or guaranteed by the U.S. government,
its agencies or instrumentalities ("Government Securities"), and domestic
repurchase agreements. The Fund may also, for hedging purposes, invest up to 10%
of its assets in foreign currencies in the form of bank deposits (see "Risk
factors"). To the extent the Fund holds cash or is not invested in securities
used to pursue its investment objective, the Fund will not achieve its
investment objective.
How investments are selected
The Adviser considers a variety of factors when making investments in securities
related to gold and other precious metals. Some of these factors may include the
ore quality of metals mined by a company, the company's mining, processing and
fabricating costs and techniques, and the quantity of unmined reserves. Other
factors that may be evaluated include a company's financial condition, potential
development of property, capital spending plans, quality of management, nature
of any affiliations, current and prospective tax liability, labor relations and
marketability of a company's equity or debt securities.
Bullion and coins in which the Fund invests will be bought from and sold to
institutions such as U.S. and foreign banks, regulated U.S. commodities
exchanges, exchanges affiliated with a regulated U.S. stock exchange, and
dealers who are members of, or affiliated with, a regulated U.S. commodities
<TABLE>
-----------------------------------------------------------------------------------------------------------------------
<CAPTION>
Comparative Investment Data
(1974-1995)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984
---------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
U.S. Treasury 8.0 5.8% 5.1 5.1 7.2 10.4% 11.2% 14.7 10.5 8.8% 9.9%
Bills % % % % % %
Bonds 0.2 12.3 15.6 3.0 1.2 2.3 3.0 7.3 31.1 8.0 15.0
Stocks -26.5 37.2 23.8 -7.2 6.6 18.4 32.4 -4.9 21.4 22.5 6.3
Inflation 12.2 7.0 4.8 6.8 9.0 13.3 12.4 8.9 3.9 3.8 4.0
Gold 66.1 -24.8 4.1 22.6 37.0 126.5 15.2 -32.8 15.3 -16.3 -19.2
Investment 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
---------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
U.S. Treasury 7.7% 6.2% 5.5% 6.4% 8.4% 7.8% 5.6% 3.5% 2.9% 3.9% 5.4%
Bills
Bonds 21.3 15.6 2.3 7.6 14.2 8.3 16.1 7.6 11.0 -3.5 19.2
Stocks 32.2 18.5 5.2 16.8 31.5 -3.2 30.5 7.7 10.0 1.3 37.6
Inflation 3.8 1.1 4.4 4.4 4.7 6.1 3.1 2.9 2.8 2.7 2.5
Gold 5.8 21.3 22.0 -15.3 -1.6 -3.7 -4.3 -9.0 11.0 -2.2 1.0
- -----------------------------------------------------------------------------------------------------------------------
<FN>
The table above contains annual total return figures (capital change plus income) for four major investment categories
and inflation (as represented by the Consumer Price Index) since 1973. These investment categories are: (1) U.S.
Treasury bills (30-day maturity), (2) Bonds (as represented by the Lehman Brothers Government/Corporate Bond Index, an
unmanaged index of U.S. government and corporate bonds calculated by Shearson Lehman Brothers Inc.), (3) Common Stocks
(as represented by the Standard & Poor's 500 Composite Stock Index, an unmanaged index of common stocks), and (4) Gold
(as represented by the month-end London PM or afternoon gold price). The data set forth above should not be construed as
an indication of future performance of any of these investment categories or the Fund.
</FN>
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
exchange and who are qualified to provide an accepted certification of purity.
Coins will be purchased for their metallic value and not for their currency or
numismatic value. While bullion and coins do not generate income and may subject
the Fund to certain taxes, insurance, shipping and storage costs, the Adviser
believes that such investments could serve to moderate fluctuations in the value
of the Fund's shares. Historically, prices of precious metals have tended not to
fluctuate as widely as shares of companies engaged in precious metals related
businesses.
The Fund generally invests in equity securities of established companies listed
on U.S. or foreign securities exchanges but may also invest in securities traded
over-the-counter. Investments include companies of varying size as measured by
assets, sales or capitalization. The Fund may invest in investment-grade debt
securities when the Adviser believes such investment will facilitate achievement
of the Fund's investment objective. The Fund may invest in certain closed-end
investment companies holding foreign securities in accordance with the
limitations of the 1940 Act.
Why invest in the Fund?
The Fund is designed as a convenient and cost-effective means for investors to
provide diversity to their investment holdings and to participate in possible
long-term increases in the value of gold. By owning shares of the Fund,
investors can benefit from a professionally managed portfolio of gold and other
precious metals related investments.
An investment in the Fund may appeal to both individuals and institutions for a
variety of reasons. First, as the "Comparative Investment Data" table indicates,
gold can offer the potential for a return higher than other investments for the
long-term investor willing to accept above- average risk. Although gold bullion
normally provides no current income, in certain periods, precious metals such as
gold have generated capital returns (capital change) that compare favorably with
the total returns (capital change plus income) of other more traditional types
of investments, such as common stocks.
Gold also has been traditionally viewed as a hedge against inflation, making it
a potentially effective means for protecting the purchasing power of long-term
savings. In 1969, central banks abandoned fixing the private market price of
gold at $35 per ounce.
Many investors have also purchased gold investments to diversify an existing
portfolio of stocks, bonds and money market investments, since historically,
gold, as a tangible asset, has not always moved in close correlation with
financial assets. Investors may consider allocating some portion of their assets
to gold or other precious metals, thereby potentially reducing the volatility of
their overall investment portfolio. Investing in shares of the Fund is not
intended to provide a complete investment program for an investor, but should be
considered part of an overall investment plan.
In addition, investing directly in gold and gold related securities can be
expensive and inconvenient for many individuals. The Adviser is responsible for
all phases of investment research and portfolio management, as well as
acquiring, storing and insuring all direct precious metals holdings.
Scudder Gold Fund also offers all of the benefits of the Scudder Family of
Funds. Scudder, Stevens & Clark, Inc. manages a diverse family of pure
no-load(TM) funds and provides a wide range of services to help investors meet
their investment needs. Please refer to "Investment products and services" for
additional information.
7
<PAGE>
Additional information about policies and investments
Investment restrictions
The Fund has adopted certain fundamental policies which may not be changed
without a vote of shareholders and which are designed to reduce the Fund's
investment risk.
The Fund may not borrow money except as a temporary measure for extraordinary or
emergency purposes and may not make loans except through the lending of
portfolio securities, the purchase of debt securities or through repurchase
agreements.
In addition, as a matter of nonfundamental policy, the Fund may not invest more
than 10% of its total assets, in the aggregate, in securities which are
restricted or illiquid, including repurchase agreements maturing in more than
seven days. The Fund may not invest more than 10% of its total assets in time
deposits.
A more complete description of these and other polices and restrictions is
contained under "Investment Restrictions" in the Fund's Statement of Additional
Information.
Repurchase agreements
As a means of earning income for periods as short as overnight, the Fund may
invest up to 50% of its assets in repurchase agreements with selected domestic
and foreign banks and broker/dealers. Under a repurchase agreement, the Fund
acquires securities, subject to the seller's agreement to repurchase them at a
specified time and price.
Warrants
Warrants are securities that give the holder the right, but not the obligation,
to purchase newly created equity issues of the company issuing the warrants, or
a related company, at a fixed price either on a date certain or during a set
period.
Strategic Transactions and derivatives
The Fund may, but is not required to, utilize various other investment
strategies as described below to hedge various market risks (such as interest
rates, currency exchange rates, and broad or specific equity or fixed-income
market movements), to manage the effective maturity or duration of fixed-income
securities in the Fund's portfolio or to enhance potential gain. These
strategies may be executed through the use of derivative contracts. Such
strategies are generally accepted as a part of modern portfolio management and
are regularly utilized by many mutual funds and other institutional investors.
Techniques and instruments may change over time as new instruments and
strategies are developed or regulatory changes occur.
In the course of pursuing these investment strategies, the Fund may purchase and
sell exchange-listed and over-the-counter put and call options on securities,
equity and fixed-income indices and other financial instruments, purchase and
sell financial futures contracts and options thereon, enter into various
interest rate transactions such as swaps, caps, floors or collars, and enter
into various currency transactions such as currency forward contracts, currency
futures contracts, currency swaps or options on currencies or currency futures
(collectively, all the above are called "Strategic Transactions").
Strategic Transactions may be used without limit to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for the Fund's portfolio resulting from securities markets or currency exchange
rate fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective maturity or duration of fixed-income
securities in the Fund's portfolio, or to establish a position in the
derivatives markets as a temporary substitute for purchasing or selling
particular securities. Some Strategic Transactions may also be used to enhance
potential gain although no more than 5% of the Fund's assets will be committed
to Strategic Transactions entered into for non-hedging purposes. Any or all of
8
<PAGE>
these investment techniques may be used at any time and in any combination, and
there is no particular strategy that dictates the use of one technique rather
than another, as use of any Strategic Transaction is a function of numerous
variables including market conditions.
The ability of the Fund to utilize these Strategic Transactions successfully
will depend on the Adviser's ability to predict pertinent market movements,
which cannot be assured. The Fund will comply with applicable regulatory
requirements when implementing these strategies, techniques and instruments.
Strategic Transactions involving financial futures and options thereon will be
purchased, sold or entered into only for bona fide hedging, risk management or
portfolio management purposes and not for speculative purposes. Please refer to
"Risk factors--Strategic Transactions and derivatives" for more information.
Risk factors
Precious metals
The Fund "concentrates" (for purposes of the 1940 Act) its assets in securities
related to gold and gold bullion and coins, which means that at least 25% of its
assets will be invested in these assets at all times. As a result, the Fund may
be subject to greater market fluctuation than a fund which has securities
representing a broader range of investment alternatives.
In addition to investing up to 10% of its total assets directly in precious
metals, the Fund may invest up to 25% of its assets in wholly-owned subsidiaries
of the Corporation which invest in gold, silver, platinum and palladium bullion
and in gold and silver coins. The subsidiaries will incur expenses for the
storage and insurance of precious metals purchased. However, the subsidiaries
may realize capital gains from the sale of metals and may pay distributions to
the Fund from such gains. Currently, Scudder Precious Metals, Inc. is the
Corporation's only subsidiary. There is currently no market for such company's
shares, and no market is expected to develop.
Investments in precious metals and in precious metals-related securities and
companies involve a relatively high degree of risk. Prices of gold and other
precious metals can be influenced by a variety of global economic, financial and
political factors and may fluctuate markedly over short periods of time. Among
other things, precious metals values can be affected by changes in inflation,
investment speculation, metal sales by governments or central banks, changes in
industrial and commercial demand, and any governmental restrictions on private
ownership of gold or other precious metals.
Illiquid investments
The absence of a trading market can make it difficult to ascertain a market
value for illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Fund to sell them promptly at an acceptable price.
Foreign securities
The Fund intends to invest its assets principally in Australia, Canada, South
Africa and the United States (as well as in the Cayman Islands, the domicile of
Scudder Precious Metals, Inc.). In addition, the Fund may make money market
investments in the obligations of foreign banks.
Investments in foreign securities involve economic and political considerations
not typically found in U.S. markets. These considerations, which may favorably
or unfavorably affect the Fund's performance, include changes in exchange rates
and exchange rate controls (which may include suspension of the ability to
transfer currency from a given country), costs incurred in conversions between
currencies, non-negotiable brokerage commissions, less publicly available
information, different accounting standards, lower trading volume and greater
market volatility, the difficulty of enforcing obligations in other countries,
9
<PAGE>
Risk factors (cont'd)
less securities regulation, different tax provisions (including withholding on
dividends paid to the Fund), war, expropriation, political and social
instability, and diplomatic developments. Further, the settlement period of
securities transactions in foreign markets may be longer than in domestic
markets. These considerations generally are more of a concern in developing
countries. For example, the possibility of political upheaval and the dependence
on foreign economic assistance may be greater in these countries than in
developed countries.
Non-diversification
The Fund is classified as a non-diversified investment company under the 1940
Act, which means that the Fund is not limited by the 1940 Act in the proportion
of its assets that it may invest in the obligations of a single issuer. The
investment of a large percentage of the Fund's assets in the securities of a
small number of issuers may cause the Fund's share price to fluctuate more than
that of a diversified investment company.
Correlation of gold and gold securities
The Adviser believes that the value of the securities of firms that deal in gold
will correspond generally, over time, with the prices of the underlying metal.
At any given time, however, changes in the price of gold may not strongly
correlate with changes in the value of securities related to gold, which are
expected to constitute the principal part of the Fund's assets. In fact, there
may be periods in which the price of gold stocks and gold will move in different
directions. The reason for this potential disparity is that political and
economic factors, including behavior of the stock market, may have differing
impacts on gold versus gold stocks.
Repurchase agreements
If the seller under a repurchase agreement becomes insolvent, the Fund's right
to dispose of the securities may be restricted, or the value of the securities
may decline before the Fund is able to dispose of them. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the securities before repurchase of the securities under a repurchase
agreement, the Fund may encounter delay and incur costs, including a decline in
the value of the securities, before being able to sell the securities.
Debt securities
Up to 35% of the Fund's assets may be invested in bonds rated Baa by Moody's or
BBB by S&P. Moody's considers bonds it rates Baa to have speculative elements as
well as investment-grade characteristics. Zero coupon bonds (which do not pay
interest until maturity) and pay-in-kind securities which pay interest in the
form of additional securities, may be more speculative than securities which pay
income periodically and in cash.
Warrants
At the time of issue, the cost of a warrant is substantially less than the cost
of the underlying securities themselves, and price movements in the underlying
securities are generally magnified in the price movements of the warrant. This
leveraging effect increases an investor's risk, however, in the event of a
decline in the value of the underlying security and can result in a complete
loss of the investment in the warrant.
Strategic Transactions and derivatives
Strategic Transactions, including derivative contracts, have risks associated
with them including possible default by the other party to the transaction,
illiquidity and, to the extent the Adviser's view as to certain market
10
<PAGE>
movements is incorrect, the risk that the use of such Strategic Transactions
could result in losses greater than if they had not been used. Use of put and
call options may result in losses to the Fund, force the sale or purchase of
portfolio securities at inopportune times or for prices higher than (in the case
of put options) or lower than (in the case of call options) current market
values, limit the amount of appreciation the Fund can realize on its investments
or cause the Fund to hold a security it might otherwise sell. The use of
currency transactions can result in the Fund incurring losses as a result of a
number of factors including the imposition of exchange controls, suspension of
settlements or the inability to deliver or receive a specified currency.
The use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of the
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets,
the Fund might not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures contracts and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. The Strategic Transactions that the Fund may
use and some of their risks are described more fully in the Fund's Statement of
Additional Information.
Distribution and performance information
Dividends and capital gains distributions
The Fund intends to distribute any dividends from its net investment income and
any net realized capital gains resulting from Fund investment activity in
December to prevent application of federal excise tax. An additional
distribution may be made within three months of the Fund's fiscal year end, if
necessary. Any dividends or capital gains distributions declared in October,
November or December with a record date in such a month and paid during the
following January will be treated by shareholders for federal income tax
purposes as if received on December 31 of the calendar year declared. According
to preference, shareholders may receive distributions in cash or have them
reinvested in additional shares of the Fund. If an investment is in the form of
a retirement plan, all dividends and capital gains distributions must be
reinvested into the shareholder's account.
The Fund intends to conduct its operations so as to qualify as a "regulated
investment company" for purposes of the Internal Revenue Code of 1986, as
amended, which will relieve the Fund of any liability for federal income tax
purposes to the extent its earnings are distributed to shareholders.
Generally, dividends from net investment income are taxable to shareholders as
ordinary income whether received in cash or additional shares.
(Continued on page 14)
11
<PAGE>
<TABLE>
<CAPTION>
Purchases
<S> <C> <C> <C>
Opening Minimum initial investment: $2,500; IRAs $1,000
an account Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums.
See appropriate plan literature.
Make checks o By Mail Send your completed and signed application and check
payable to "The
Scudder Funds."
by regular mail to: or by express, registered,
or certified mail to:
The Scudder Funds Scudder Shareholder Service
P.O. Box 2291 Center
Boston, MA 42 Longwater Drive
02107-2291 Norwell, MA
02061-1612
o By Wire Please see Transaction information--Purchasing shares-- By
wire for details, including the ABA wire transfer number.
Then call 1-800-225-5163 for instructions.
o In Person Visit one of our Funds Centers to complete your application with the help
of a Scudder representative. Funds Center locations are listed under
Shareholder benefits.
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Purchasing Minimum additional investment: $100; IRAs $50
additional shares Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums.
See appropriate plan literature.
Make checks o By Mail Send a check with a Scudder investment slip, or with a
letter of payable to "The instruction including your account number and the
complete Fund name, to Scudder Funds." the appropriate address listed above.
o By Wire Please see Transaction information--Purchasing shares-- By
wire for details, including the ABA wire transfer number.
o In Person Visit one of our Funds Centers to make an additional
investment in your Scudder fund account. Funds Center
locations are listed under Shareholder benefits.
o By Telephone Please see Transaction information--Purchasing shares-- By
AutoBuy or By telephone order for more details.
o By Automatic You may arrange to make investments on a regular basis through automatic
Investment Plan deductions from your bank checking account. Please call 1-800-225-5163
($50 minimum) for more information and an enrollment form.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Exchanges and redemptions
<S> <C> <C> <C> <C> <C>
Exchanging shares Minimum investments: $2,500 to establish a new account;
$100 to exchange among existing accounts
o By Telephone To speak with a service representative, call 1-800-225-5163 from
8 a.m. to 8 p.m. eastern time or to access SAIL(TM), Scudder's Automated
Information Line, call 1-800-343-2890 (24 hours a day).
o By Mail Print or type your instructions and include:
or Fax - the name of the Fund and the account number you are exchanging from;
- your name(s) and address as they appear on your account;
- the dollar amount or number of shares you wish to exchange;
- the name of the Fund you are exchanging into;
- your signature(s) as it appears on your account; and
- a daytime telephone number.
Send your instructions
by regular mail to: or by express, registered, or by fax to:
or certified mail to:
The Scudder Funds Scudder Shareholder 1-800-821-6234
P.O. Box 2291 Service Center
Boston, MA 02107-2291 42 Longwater Drive
Norwell, MA
02061-1612
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Redeeming shares o By Telephone To speak with a service representative, call 1-800-225-5163 from 8 a.m. to 8 p.m.
eastern time or to access SAIL(TM), Scudder's Automated Information Line, call
1-800-343-2890 (24 hours a day). You may have redemption proceeds sent to your
predesignated bank account, or redemption proceeds of up to $100,000 sent to your
address of record.
o By Mail Send your instructions for redemption to the appropriate address or fax number
or Fax above and include:
- the name of the Fund and account number you are redeeming from;
- your name(s) and address as they appear on your account;
- the dollar amount or number of shares you wish to redeem;
- your signature(s) as it appears on your account; and
- a daytime telephone number.
A signature guarantee is required for redemptions over $50,000.
See Transaction information--Redeeming shares.
o By Automatic You may arrange to receive automatic cash payments periodically.
Withdrawal Call 1-800-225-5163 for more information and an enrollment form.
Plan
</TABLE>
13
<PAGE>
Distribution and performance information (cont'd)
(Continued from page 11)
Long-term capital gains distributions, if any, are taxable as long-term capital
gains regardless of the length of time shareholders have owned their shares.
Short-term capital gains and any other taxable income distributions are taxable
as ordinary income. Shareholders may be able to claim a credit or deduction on
their income tax returns for their pro rata portion of qualified taxes paid by
the Fund to foreign countries.
The Fund sends detailed tax information to its shareholders about the amount and
type of its distributions by January 31 of the following year.
Shareholders should consult their tax advisers regarding specific questions as
to the federal and local tax consequences of investing in the Fund.
Performance information
From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature or shareholder reports. All performance figures
are historical, show the performance of a hypothetical investment and are not
intended to indicate future performance. "Total return" is the change in value
of an investment in the Fund for a specified period. The "average annual total
return" of the Fund is the average annual compound rate of return of an
investment in the Fund assuming the investment has been held for one year, five
years and the life of the Fund as of a stated ending date. "Cumulative total
return" represents the cumulative change in value of an investment in the Fund
for various periods. All types of total return calculations assume that all
dividends and capital gains distributions during the period were reinvested in
shares of the Fund. Performance will vary based upon, among other things,
changes in market conditions and the level of the Fund's expenses.
Fund organization
Scudder Gold Fund is a non-diversified series of Scudder Mutual Funds, Inc., an
open-end, management investment company registered under the 1940 Act. The
Corporation was organized as a Maryland corporation in March 1988 and currently
offers shares of one investment portfolio.
The Fund's activities are supervised by the Corporation's Board of Directors.
Shareholders have one vote for each share held on matters on which they are
entitled to vote. The Corporation is not required to hold and has no current
intention of holding annual shareholder meetings, although special meetings may
be called for purposes such as electing or removing Directors, changing
fundamental investment policies or approving an investment management contract.
Shareholders will be assisted in communicating with other shareholders in
connection with removing a Director as if Section 16(c) of the 1940 Act were
applicable.
Investment adviser
The Fund retains the investment management firm of Scudder, Stevens & Clark,
Inc., a Delaware corporation, to manage the Fund's daily investment and business
affairs subject to the policies established by the Corporation's Board of
Directors. The Directors have overall responsibility for the management of the
Fund under Maryland law.
The Adviser receives monthly an investment advisory fee for its services which
fee equals approximately 1% of the Fund's average daily net assets on an annual
basis. The fee is higher than that charged to most other investment companies
but not necessarily higher than fees charged to funds with investment objectives
similar to those of the Fund.
14
<PAGE>
The Fund's expenses are paid out of gross investment income and, to the extent
necessary, the Fund's net assets. Shareholders pay no direct charges or fees for
investment services.
Scudder, Stevens & Clark, Inc. is located at 345 Park Avenue, New York, New
York.
Transfer agent
Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts 02107-2291, a
subsidiary of the Adviser is the transfer, shareholder servicing and
dividend-paying agent for the Fund.
Underwriter
Scudder Investor Services, Inc., a subsidiary of the Adviser, is the Fund's
principal underwriter. Scudder Investor Services, Inc. confirms, as agent, all
purchases of shares of the Fund. Scudder Investor Relations is a telephone
information service provided by Scudder Investor Services, Inc.
Fund accounting agent
Scudder Fund Accounting Corporation, a subsidiary of the Adviser, is responsible
for determining the daily net asset value per share and maintaining the general
accounting records for the Fund.
Custodian
State Street Bank and Trust Company is the Fund's custodian.
Transaction information
Purchasing shares
Purchases are executed at the next calculated net asset value per share after
the Fund's transfer agent receives the purchase request in good order. Purchases
are made in full and fractional shares. (See "Share price.")
By check. If you purchase shares with a check that does not clear, your purchase
will be canceled and you will be subject to any losses or fees incurred in the
transaction. Checks must be drawn on or payable through a U.S. bank. If you
purchase shares by check and redeem them within seven business days of purchase,
the Fund may hold redemption proceeds until the purchase check has cleared. If
you purchase shares by federal funds wire, you may avoid this delay. Redemption
requests by telephone prior to the expiration of the seven-day period will not
be accepted.
By wire. To open a new account by wire, first call Scudder at 1-800-225-5163 to
obtain an account number. A representative will instruct you to send a
completed, signed application to the transfer agent. Accounts cannot be opened
without a completed, signed application and a Scudder fund account number.
Contact your bank to arrange a wire transfer to:
The Scudder Funds
State Street Bank and Trust Company
Boston, MA 02101
ABA Number 011000028
DDA Account 9903-5552
Your wire instructions must also include:
- -- the name of the fund in which the money is to be invested,
- -- the account number of the fund, and
- -- the name(s) of the account holder(s).
The account will be established once the application and money order are
received in good order.
You may also make additional investments of $100 or more to your existing
account by wire.
By exchange. Your new account will have the same registration and address as
your existing account.
The exchange requirements for corporations, other organizations, trusts,
fiduciaries, agents, institutional investors and retirement plans may be
different from those for regular accounts. Please call 1-800-225-5163 for more
information, including information about the transfer of special account
features.
You can also make exchanges among your Scudder fund accounts on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.
15
<PAGE>
Transaction information (cont'd)
By telephone order. Existing shareholders may purchase shares at a certain day's
price by calling 1-800-225-5163 before the close of regular trading on the New
York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time, on that day.
Orders must be for $10,000 or more and cannot be for an amount greater than four
times the value of your account at the time the order is placed. A confirmation
with complete purchase information is sent shortly after your order is received.
You must include with your payment the order number given at the time the order
is placed. If payment by check or wire is not received within three business
days, the order is subject to cancellation and the shareholder will be
responsible for any loss to the Fund resulting from this cancellation. Telephone
orders are not available for shares held in Scudder IRA accounts and most other
Scudder retirement plan accounts.
By "AutoBuy." If you elected "AutoBuy" for your account, you can call toll-free
to purchase shares. The money will be automatically transferred from your
predesignated bank checking account. Your bank must be a member of the Automated
Clearing House for you to use this service. If you did not elect "AutoBuy," call
1-800-225-5163 for more information.
To purchase additional shares, call 1-800-225-5163. Purchases must be for at
least $250 but not more than $250,000. Proceeds in the amount of your purchase
will be transferred from your bank checking account in two or three business
days following your call. For requests received by the close of regular trading
on the Exchange, shares will be purchased at the net asset value per share
calculated at the close of trading on the day of your call. "AutoBuy" requests
received after the close of regular trading on the Exchange will begin their
processing and be purchased at the net asset value calculated the following
business day.
If you purchase shares by "AutoBuy" and redeem them within seven days of the
purchase, the Fund may hold the redemption proceeds for a period of up to seven
business days. If you purchase shares and there are insufficient funds in your
bank account, the purchase will be canceled and you will be subject to any
losses or fees incurred in the transaction. "AutoBuy" transactions are not
available for Scudder IRA accounts and most other retirement plan accounts.
Redeeming shares
The Fund allows you to redeem shares (i.e., sell them back to the Fund) without
redemption fees.
By telephone. This is the quickest and easiest way to sell Fund shares. If you
elected telephone redemption to your bank on your application, you can call to
request that federal funds be sent to your authorized bank account. If you did
not elect telephone redemption to your bank on your application, call
1-800-225-5163 for more information.
Redemption proceeds will be wired to your bank unless otherwise requested. If
your bank cannot receive federal reserve wires, redemption proceeds will be
mailed to your bank. There will be a $5 charge for all wire redemptions.
You can also make redemptions from your Scudder fund account on SAIL by calling
1-800-343-2890.
If you open an account by wire, you cannot redeem shares by telephone until the
Fund's transfer agent has received your completed and signed application.
Telephone redemption is not available for shares held in Scudder IRA accounts
and most other Scudder retirement plan accounts.
In the event that you are unable to reach the Fund by telephone, you should
write to the Fund; see "How to contact Scudder" for the address.
By "AutoSell." If you elected "AutoSell" for your account, you can call
toll-free to redeem shares. The money will be automatically transferred to your
predesignated bank checking account.
16
<PAGE>
Your bank must be a member of the Automated Clearing House for you to use this
service. If you did not elect "AutoSell," call 1-800-225-5163 for more
information.
To redeem shares, call 1-800-225-5163. Redemptions must be for at least $250.
Proceeds in the amount of your redemption will be transferred to your bank
checking account in two or three business days following your call. For requests
received by the close of regular trading on the Exchange, shares will be
redeemed at the net asset value per share calculated at the close of trading on
the day of your call. "AutoSell" requests received after the close of regular
trading on the Exchange will begin their processing and be redeemed at the net
asset value calculated the following business day.
"AutoSell" transactions are not available for Scudder IRA accounts and most
other retirement plan accounts.
Signature guarantees. For your protection and to prevent fraudulent redemptions,
on written redemption requests in excess of $50,000 we require an original
signature and an original signature guarantee for each person in whose name the
account is registered. (The Fund reserves the right, however, to require a
signature guarantee for all redemptions.) You can obtain a signature guarantee
from most banks, credit unions or savings associations, or from broker/dealers,
municipal securities broker/dealers, government securities broker/dealers,
national securities exchanges, registered securities associations or clearing
agencies deemed eligible by the Securities and Exchange Commission. Signature
guarantees by notaries public are not acceptable. Redemption requirements for
corporations, other organizations, trusts, fiduciaries, agents, institutional
investors and retirement plans may be different from those for regular accounts.
For more information, please call 1-800-225-5163.
Telephone transactions
Shareholders automatically receive the ability to exchange by telephone and the
right to redeem by telephone up to $100,000 to their address of record.
Shareholders also may, by telephone, request that redemption proceeds be sent to
a predesignated bank account. The Fund uses procedures designed to give
reasonable assurance that telephone instructions are genuine, including
recording telephone calls, testing a caller's identity and sending written
confirmation of telephone transactions. If the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine.
Share price
Purchases and redemptions, including exchanges, are made at net asset value.
Scudder Fund Accounting Corporation determines net asset value per share as of
the close of regular trading on the Exchange, normally 4 p.m. eastern time, on
each day the Exchange is open for trading. Net asset value per share is
calculated by dividing the value of total Fund assets, less all liabilities, by
the total number of shares outstanding.
Processing time
All purchase and redemption requests must be received in good order by the
Fund's transfer agent. Those requests received by the close of regular trading
on the Exchange are executed at the net asset value per share calculated at the
close of regular trading that day.
Purchase and redemption requests received after the close of regular trading on
the Exchange will be executed the following business day.
If you wish to make a purchase of $500,000 or more, you should notify Scudder
Investor Relations by calling 1-800-225-5163.
The Fund will normally send your redemption proceeds within one business day
following the redemption request, but may take up to seven business days
17
<PAGE>
Transaction information (cont'd)
(or longer in the case of shares recently purchased by check).
Purchase restrictions
Purchases and sales should be made for long-term investment purposes only. The
Fund and Scudder Investor Services, Inc. each reserves the right to reject
purchases of Fund shares (including exchanges) for any reason including when a
pattern of frequent purchases and sales made in response to short-term
fluctuations in the Fund's share price appears evident.
Tax information
A redemption of shares, including an exchange into another Scudder fund, is a
sale of shares and may result in a gain or loss for income tax purposes.
Tax identification number
Be sure to complete the Tax Identification Number section of the Fund's
application when you open an account. Federal tax law requires the Fund to
withhold 31% of taxable dividends, capital gains distributions and redemption
and exchange proceeds from accounts (other than those of certain exempt payees)
without a certified Social Security or tax identification number and certain
other certified information or upon notification from the IRS or a broker that
withholding is required. The Fund reserves the right to reject new account
applications without a certified Social Security or tax identification number.
The Fund also reserves the right, following 30 days' notice, to redeem all
shares in accounts without a certified Social Security or tax identification
number. A shareholder may avoid involuntary redemption by providing the Fund
with a tax identification number during the 30-day notice period.
Minimum balances
Shareholders should maintain a share balance worth at least $2,500. Scudder
retirement plans have similar or lower minimum share balance requirements. A
shareholder may open an account with at least $1,000, if an automatic investment
plan of $100/month is established.
Shareholders who maintain a non-fiduciary account balance of less than $2,500 in
the Fund, without establishing an automatic investment plan, will be assessed an
annual $10.00 per fund charge with the fee to be paid to the Fund. The $10.00
charge will not apply to shareholders with a combined household account balance
in any of the Scudder Funds of $25,000 or more. The Fund reserves the right,
following 60 days' written notice to shareholders, to redeem all shares in
accounts below $250, including accounts of new investors, where a reduction in
value has occurred due to a redemption or exchange out of the account. The Fund
will mail the proceeds of the redeemed account to the shareholder. Reductions in
value that result solely from market activity will not trigger an involuntary
redemption. Retirement accounts and certain other accounts will not be assessed
the $10.00 charge or be subject to automatic liquidation. Please refer to
"Exchanges and Redemptions--Other information" in the Fund's Statement of
Additional Information for more information.
Third party transactions
If purchases and redemptions of Fund shares are arranged and settlement is made
at an investor's election through a member of the National Association of
Securities Dealers, Inc., other than Scudder Investor Services, Inc., that
member may, at its discretion, charge a fee for that service.
Redemption-in-kind
The Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase order by making
payment in whole or in part in readily marketable securities chosen by the Fund
and valued as they are for purposes of computing the Fund's net asset value (a
redemption-in-kind). If payment is made in securities, a shareholder may incur
18
<PAGE>
transaction expenses in converting these securities to cash. The Fund has
elected, however, to be governed by Rule 18f-1 under the 1940 Act as a result of
which the Fund is obligated to redeem shares, with respect to any one
shareholder during any 90-day period, solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund at the beginning of the
period.
Shareholder benefits
Experienced professional management
Scudder, Stevens & Clark, Inc., one of the nation's most experienced investment
management firms, actively manages your Scudder fund investment. Professional
management is an important advantage for investors who do not have the time or
expertise to invest directly in individual securities.
A team approach to investing
Scudder Gold Fund is managed by a team of Scudder investment professionals who
each play an important role in the Fund's management process. Team members work
together to develop investment strategies and select securities for the Fund's
portfolio. They are supported by Scudder's large staff of economists, research
analysts, traders, and other investment specialists who work in our offices
across the United States and abroad. Scudder believes its team approach benefits
Fund investors by bringing together many disciplines and leveraging Scudder's
extensive resources.
Lead Portfolio Manager Douglas D. Donald has been responsible for Scudder Gold
Fund's day-to-day management since its inception in 1988. Mr. Donald, who joined
Scudder in 1964, has more than 40 years of experience with investments in
precious metals and mining. Clay L. Hoes, Portfolio Manager, who has nine years
of investment research experience, has been a member of Scudder Gold Fund's team
since May 1996.
SAIL(TM)--Scudder Automated Information Line
For personalized account information including fund prices, yields and account
balances, to perform transactions in existing Scudder fund accounts, or to
obtain information on any Scudder fund, shareholders can call Scudder's
Automated Information Line (SAIL) at 1-800-343-2890, 24 hours a day. During
periods of extreme economic or market changes, or other conditions, it may be
difficult for you to effect telephone transactions in your account. In such an
event you should write to the Fund; please see "How to contact Scudder" for the
address.
Investment flexibility
Scudder offers toll-free telephone exchange between funds at current net asset
value. You can move your investments among money market, income, growth,
tax-free and growth and income funds with a simple toll-free call or, if you
prefer, by sending your instructions through the mail or by fax. Telephone and
fax redemptions and exchanges are subject to termination and their terms are
subject to change at any time by the Fund or the transfer agent. In some cases,
the transfer agent or Scudder Investor Services, Inc. may impose additional
conditions on telephone transactions.
Dividend reinvestment plan
You may have dividends and distributions automatically reinvested in additional
Fund shares. Please call 1-800-225-5163 to request this feature.
Shareholder statements
You receive a detailed account statement every time you purchase or redeem
shares. All of your statements should be retained to help you keep track of
account activity and the cost of shares for tax purposes.
Shareholder reports
In addition to account statements, you receive periodic shareholder reports
highlighting relevant information, including investment results and a review of
portfolio changes.
19
<PAGE>
To reduce the volume of mail you receive, only one copy of most Fund reports,
such as the Fund's Annual Report, may be mailed to your household (same surname,
same address). Please call 1-800-225-5163 if you wish to receive additional
shareholder reports.
Newsletters
Four times a year, Scudder sends you Perspectives, an informative newsletter
covering economic and investment developments, service enhancements and other
topics of interest to Scudder fund investors.
Scudder Funds Centers
As a convenience to shareholders who like to conduct business in person, Scudder
Investor Services, Inc. maintains Funds Centers in Boca Raton, Boston, Chicago,
Cincinnati, Los Angeles, New York, Portland (OR), San Diego, San Francisco and
Scottsdale.
T.D.D. service for the hearing impaired
Scudder's full range of investor information and shareholder services is
available to hearing impaired investors through a toll-free T.D.D. (Telephone
Device for the Deaf) service. If you have access to a T.D.D., call
1-800-543-7916 for investment information or specific account questions and
transactions.
20
<PAGE>
Scudder tax-advantaged retirement plans
Scudder offers a variety of tax-advantaged retirement plans for individuals,
businesses and non-profit organizations. These flexible plans are designed for
use with the Scudder Family of Funds (except Scudder tax-free funds, which are
inappropriate for such plans). Scudder Funds offer a broad range of investment
objectives and can be used to seek almost any investment goal. Using Scudder's
retirement plans can help shareholders save on current taxes while building
their retirement savings.
o Scudder No-Fee IRAs. These retirement plans allow a maximum annual
contribution of $2,000 per person for anyone with earned income. Many
people can deduct all or part of their contributions from their taxable
income, and all investment earnings accrue on a tax deferred basis. The
Scudder No-Fee IRA charges no annual custodial fee.
o 401(k) Plans. 401(k) plans allow employers and employees to make
tax-deductible retirement contributions. Scudder offers a full service
program that includes recordkeeping, prototype plan, employee
communications and trustee services, as well as investment options.
o Profit Sharing and Money Purchase Pension Plans. These plans allow
corporations, partnerships and people who are self-employed to make annual,
tax-deductible contributions of up to $30,000 for each person covered by
the plans. Plans may be adopted individually or paired to maximize
contributions. These are sometimes known as Keogh plans.
o 403(b) Plans. Retirement plans for tax-exempt organizations and school
systems to which employers and employees may both contribute.
o SEP-IRAs. Easily administered retirement plans for small businesses and
self-employed individuals. The maximum annual contribution to SEP-IRA
accounts is adjusted each year for inflation.
o Scudder Horizon Plan. A no-load variable annuity that lets you build assets
by deferring taxes on your investment earnings. You can start with $2,500
or more.
Scudder Trust Company (an affiliate of the Adviser) is Trustee or Custodian for
some of these plans and is paid an annual fee for some of the above retirement
plans. For information about establishing a Scudder No-Fee IRA, SEP-IRA, Profit
Sharing Plan, Money Purchase Pension Plan or a Scudder Horizon Plan, please call
1-800-225-2470. For information about 401(k)s or 403(b)s please call
1-800-323-6105. To effect transactions in existing IRA, SEP-IRA, Profit Sharing
or Pension Plan accounts, call 1-800-225-5163.
The variable annuity contract is provided by Charter National Life Insurance
Company (in New York State, Intramerica Life Insurance Company [S 1802]). The
contract is offered by Scudder Insurance Agency, Inc. (in New York State, Nevada
and Montana, Scudder Insurance Agency of New York, Inc.). CNL, Inc. is the
Principal Underwriter. Scudder Horizon Plan is not available in all states.
21
<PAGE>
Directors and Officers
Daniel Pierce*
President and Director
Thomas J. Devine
Director; Consultant
Keith R. Fox
Director; President, Exeter Capital Management Corporation
Dudley H. Ladd*
Director
Dr. Gordon Shillinglaw
Director; Professor Emeritus of Accounting, Columbia University
Graduate School of Business
Robert G. Stone, Jr.
Honorary Director; Chairman of the Board and Director, Kirby Company
Jerard K. Hartman*
Vice President
Thomas W. Joseph*
Vice President
David S. Lee*
Vice President
Thomas F. McDonough*
Vice President and Secretary
Pamela A. McGrath*
Vice President and Treasurer
Edward J. O'Connell*
Vice President and Assistant Treasurer
Juris Padegs*
Vice President and Assistant Secretary
Kathryn L. Quirk*
Vice President and Assistant Secretary
Coleen Downs Dinneen*
Assistant Secretary
* Scudder, Stevens & Clark, Inc.
22
<PAGE>
<TABLE>
<CAPTION>
Investment products and services
<S> <C>
The Scudder Family of Funds
Money market Growth and Income
Scudder Cash Investment Trust Scudder Balanced Fund
Scudder U.S. Treasury Money Fund Scudder Growth and Income Fund
Tax free money market+ Growth
Scudder Tax Free Money Fund Scudder Capital Growth Fund
Scudder California Tax Free Money Fund* Scudder Classic Growth Fund
Scudder New York Tax Free Money Fund* Scudder Development Fund
Scudder Emerging Markets Growth Fund
Tax free+ Scudder Global Discovery Fund
Scudder California Tax Free Fund* Scudder Global Fund
Scudder High Yield Tax Free Fund Scudder Gold Fund
Scudder Limited Term Tax Free Fund Scudder Greater Europe Growth Fund
Scudder Managed Municipal Bonds Scudder International Fund
Scudder Massachusetts Limited Term Tax Free Fund* Scudder Latin America Fund
Scudder Massachusetts Tax Free Fund* Scudder Micro Cap Fund
Scudder Medium Term Tax Free Fund Scudder Pacific Opportunities Fund
Scudder New York Tax Free Fund* Scudder Quality Growth Fund
Scudder Ohio Tax Free Fund* Scudder Small Company Value Fund
Scudder Pennsylvania Tax Free Fund* Scudder 21st Century Growth Fund
Scudder Value Fund
Income The Japan Fund
Scudder Emerging Markets Income Fund --------------------------------------------------------
Scudder Global Bond Fund Retirement Plans and
Scudder GNMA Fund Tax-Advantaged Investments
Scudder High Yield Bond Fund IRAs
Scudder Income Fund Keogh Plans
Scudder International Bond Fund Scudder Horizon Plan*+++ (a variable annuity)
Scudder Short Term Bond Fund 401(k) Plans
Scudder Zero Coupon 2000 Fund 403(b) Plans
-------------------------------------------------------- SEP-IRAs
Closed-end Funds# Profit Sharing and Money Purchase Pension Plans
The Argentina Fund, Inc. --------------------------------------------------------
The Brazil Fund, Inc. Institutional Cash Management
The First Iberian Fund, Inc. Scudder Institutional Fund, Inc.
The Korea Fund, Inc. Scudder Fund, Inc.
The Latin America Dollar Income Fund, Inc. Scudder Treasurers Trust(TM)++
Montgomery Street Income Securities, Inc.
Scudder New Asia Fund, Inc.
Scudder New Europe Fund, Inc.
Scudder World Income Opportunities Fund, Inc.
- -------------------------------------------------------------------------------------------------------------------------
For complete information on any of the above Scudder funds, including management fees and expenses, call or write for a
free prospectus. Read it carefully before you invest or send money. +A portion of the income from the tax-free funds may
be subject to federal, state and local taxes. *Not available in all states. +++A no-load variable annuity contract
provided by Charter National Life Insurance Company and its affiliate, offered by Scudder's insurance agencies,
1-800-225-2470. #Funds advised by Scudder, Stevens & Clark, Inc. and traded on various stock exchanges. ++An
institutional cash management service that utilizes certain portfolios of Scudder Fund, Inc. ($100,000 minimum). Call
1-800-541-7703 for information.
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
How to contact Scudder
<S> <C> <C> <C> <C>
Account Service and Information: Please address all correspondence to:
For existing account service Scudder Investor Relations The Scudder Funds
and transactions 1-800-225-5163 P.O. Box 2291
Boston, Massachusetts
02107-2291
For personalized Scudder Automated
information about your Information Line
Scudder accounts; (SAIL) Visit the Scudder World Wide Web Site at:
exchanges and redemptions; 1-800-343-2890
or information http://funds.scudder.com
on any Scudder fund
Investment Information: Or Stop by a Scudder Funds Center:
To receive information about Scudder Investor Relations Many shareholders enjoy the personal, one-on-one
the Scudder funds, for 1-800-225-2470 service of the Scudder Funds Centers. Check for a
additional applications and Funds Center near you--they can be found in the
prospectuses, or for following cities:
investment questions
For establishing 401(k) Scudder Defined Boca Raton New York
and 403(b) plans Contribution Services Boston Portland, OR
1-800-323-6105 Chicago San Diego
Cincinnati San Francisco
Los Angeles Scottsdale
For information on Scudder Treasurers Trust(TM), an For information on Scudder Institutional Funds*,
institutional cash management service for corporations, funds designed to meet the broad investment
non-profit organizations and trusts which utilizes management and service needs of banks and
certain portfolios of Scudder Fund, Inc.* ($100,000 other institutions, call: 1-800-854-8525.
minimum), call: 1-800-541-7703.
Scudder Investor Relations and Scudder Funds Centers are services provided through Scudder
Investor Services, Inc., Distributor.
* Contact Scudder Investor Services, Inc., Distributor, to receive a prospectus with more complete
information, including management fees and expenses. Please read it carefully before you invest or
send money.
</TABLE>
<PAGE>
SCUDDER GOLD FUND
An Investment Portfolio of Scudder
Mutual Funds, Inc.
A Pure No-Load(TM) (No Sales Charges) mutual fund series
which invests in gold-related equity
securities and gold
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
November 1, 1996
- --------------------------------------------------------------------------------
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus of Scudder Gold Fund dated November 1, 1996,
as amended from time to time, a copy of which may be obtained without charge by
writing to Scudder Investor Services, Inc., Two International Place, Boston,
Massachusetts 02110-4103.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
THE FUND'S INVESTMENT OBJECTIVE AND POLICIES.............................................................1
General Investment Objective and Policies.......................................................1
Investment Restrictions........................................................................11
PURCHASES...............................................................................................14
Additional Information About Opening an Account................................................14
Additional Information About Making Subsequent Investments by AutoBuy..........................14
Additional Information About Making Subsequent Investments By Telephone Order..................15
Checks.........................................................................................15
Wire Transfer of Federal Funds.................................................................15
Share Price....................................................................................15
Share Certificates.............................................................................15
Other Information..............................................................................16
EXCHANGES AND REDEMPTIONS...............................................................................16
Exchanges......................................................................................16
Redemption by Telephone........................................................................17
Redemption by AutoSell.........................................................................18
Redemption by Mail or Fax......................................................................18
Redemption-In-Kind.............................................................................18
Other Information..............................................................................19
FEATURES AND SERVICES OFFERED BY THE FUND...............................................................19
The Pure No-Load(TM) Concept...................................................................19
Dividend and Capital Gain Distribution Options.................................................20
Scudder Funds Centers..........................................................................21
Reports to Shareholders........................................................................21
Transaction Summaries..........................................................................21
THE SCUDDER FAMILY OF FUNDS.............................................................................21
SPECIAL PLAN ACCOUNTS...................................................................................24
Scudder Retirement Plans: Profit-Sharing and Money Purchase Pension Plans for Corporations and
Self-Employed Individuals.................................................................25
Scudder 401(k): Cash or Deferred Profit-Sharing Plan for Corporations and Self-Employed
Individuals...............................................................................25
Scudder IRA: Individual Retirement Account....................................................25
Scudder 403(b) Plan............................................................................26
Automatic Withdrawal Plan......................................................................26
Group or Salary Deduction Plan.................................................................27
Automatic Investment Plan......................................................................27
Uniform Transfers/Gifts to Minors Act..........................................................27
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS...............................................................27
PERFORMANCE INFORMATION.................................................................................28
Average Annual Total Return....................................................................28
Cumulative Total Return........................................................................29
Total Return...................................................................................29
Comparison of Fund Performance.................................................................29
FUND ORGANIZATION.......................................................................................33
i
<PAGE>
TABLE OF CONTENTS (continued)
Page
INVESTMENT ADVISER......................................................................................34
Personal Investments by Employees of the Adviser...............................................36
DIRECTORS AND OFFICERS..................................................................................36
REMUNERATION............................................................................................38
DISTRIBUTOR.............................................................................................39
TAXES...................................................................................................40
PORTFOLIO TRANSACTIONS..................................................................................42
Brokerage Commissions..........................................................................42
Portfolio Turnover.............................................................................43
NET ASSET VALUE.........................................................................................43
ADDITIONAL INFORMATION..................................................................................44
Experts........................................................................................44
Other Information..............................................................................44
FINANCIAL STATEMENTS....................................................................................45
DESCRIPTION OF S&P AND MOODY'S RATINGS..................................................................46
Description of S&P preferred stock and corporate bond ratings:.................................46
</TABLE>
ii
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
(See "Investment objective and policies," "Additional
information about policies and investments," and "Risk
factors" in the Fund's prospectus.)
General Investment Objective and Policies
Scudder Gold Fund (the "Fund"), a series of Scudder Mutual Funds, Inc.
(the "Corporation"), is a pure no-load(TM), non-diversified mutual fund which
seeks maximum return (principal change and income) consistent with investing in
a portfolio of gold-related equity securities and gold. The Fund is designed as
a convenient and cost-effective means for investors to provide diversity to
their investments and to participate in possible increases in the price of gold.
Except as otherwise indicated, the Fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders. There can be
no assurance that the Fund will achieve its objective.
Foreign Securities. The Fund intends to invest its assets principally in
Australia, Canada, South Africa and the United States (as well as in the Cayman
Islands, the domicile of Scudder Precious Metals, Inc., which currently is the
Corporation's only wholly-owned subsidiary) and expects that a substantial
portion of its assets at any time will consist of non-U.S. securities. Investors
should recognize that investing in foreign securities involves certain special
considerations, including those set forth below, which are not typically
associated with investing in U.S. securities and which may affect the Fund's
performance favorably or unfavorably. As foreign companies are not generally
subject to uniform accounting and auditing and financial reporting standards,
practices and requirements comparable to those applicable to domestic companies,
there may be less publicly available information about a foreign company than
about a domestic company. Many foreign stock markets, while growing in volume of
trading activity, have substantially less volume than the New York Stock
Exchange (the "Exchange"), and securities of some foreign companies are less
liquid and more volatile than securities of domestic companies. Similarly,
volume and liquidity in most foreign bond markets is less than that in the U.S.
market and at times, volatility of price can be greater than in the U.S.
Further, foreign markets have different clearance and settlement procedures and
in certain markets there have been times when settlements have been unable to
keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Delays in settlement could result in temporary
periods when assets of the Fund are uninvested and no return is earned thereon.
The inability of the Fund to make intended security purchases due to settlement
problems could cause the Fund to miss attractive investment opportunities.
Inability to dispose of portfolio securities due to settlement problems either
could result in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser. Fixed commissions
on some foreign stock exchanges are generally higher than negotiated commissions
on U.S. exchanges, although the Fund will endeavor to achieve the most favorable
net results on its portfolio transactions. Further, the Fund may encounter
difficulties or be unable to pursue legal remedies and obtain judgments in
foreign courts. There is generally less government supervision and regulation of
business and industry practices, stock exchanges, brokers and listed companies
than in the U.S. It may be more difficult for the Fund's agents to keep
currently informed about corporate actions such as stock dividends or other
matters which may affect the prices of portfolio securities. Communications
between the U.S. and foreign countries may be less reliable than within the
U.S., thus increasing the risk of delayed settlements of portfolio transactions
or loss of certificates for portfolio securities. Payment for securities without
delivery may be required in certain foreign markets. In addition, with respect
to certain foreign countries, there is the possibility of expropriation or
confiscatory taxation, political or social instability, or diplomatic
developments which could affect U.S. investments in those countries. Investments
in foreign securities may also entail certain risks such as possible currency
blockages or transfer restrictions, and the difficulty of enforcing rights in
other countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position.
Investments in companies domiciled in developing countries may be
subject to potentially greater risks than investments in developed countries.
For example, the possibility of revolution and the dependence on foreign
economic assistance may be greater in these countries than in developed
countries. The management of the Fund seeks to mitigate the risks associated
with these considerations through diversification and active professional
management.
Foreign Currencies. Investments in foreign securities usually will involve
currencies of foreign countries. Moreover, the Fund temporarily may hold funds
in bank deposits in foreign currencies during the completion of investment
<PAGE>
programs. Because of these factors, the value of the assets of the Fund as
measured in U.S. dollars may be affected favorably or unfavorably by changes in
foreign currency exchange rates and exchange control regulations, and the Fund
may incur costs in connection with conversions between various currencies.
Although the Fund values its assets daily in terms of U.S. dollars, it does not
intend to convert its holdings of foreign currencies into U.S. dollars on a
daily basis. It will do so from time to time, and investors should be aware of
the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on the difference
(the "spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at
one rate, while offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer. The Fund will conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through strategic
transactions involving currencies. (See "Strategic Transactions and
Derivatives.")
Because the Fund normally will be invested in both U.S. and foreign
securities markets, changes in the Fund's share price may not have a high
correlation with movements in the U.S. markets. The Fund's share price will
reflect the movements of both the different stock and bond markets in which it
is invested and of the currencies in which the investments are denominated; the
strength or weakness of the U.S. dollar against foreign currencies may account
for part of the Fund's investment performance. U.S. and foreign securities
markets do not always move in step with each other and the total returns from
different markets may vary significantly.
Because of the Fund's investment policies and the investment
considerations discussed above and in the Prospectus, an investment in shares of
the Fund is not intended to provide a complete investment program for an
investor.
Illiquid Investments. The Fund may invest a portion of its assets in securities
for which there is not an active trading market including securities which are
subject to restrictions on resale because they have not been registered under
the Securities Act of 1933 or which are otherwise not readily marketable. The
absence of a trading market can make it difficult to ascertain a market value
for illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Fund to sell them promptly at an acceptable price. The Fund
may have to bear the extra expense of registering such securities for resale and
the risk of substantial delay in effecting such registration. Also market
quotations are less readily available. The judgment of the Fund's investment
adviser, Scudder, Stevens & Clark, Inc. (the "Adviser"), may at times play a
greater role in valuing these securities than in the case of unrestricted
securities.
Debt Securities. The Fund may invest in investment-grade debt securities
convertible into or exchangeable for common stock. Investment grade-debt
securities are those rated Aaa, Aa, A or Baa by Moody's Investors Service, Inc.
("Moody's") or AAA, AA, A or BBB by Standard & Poor's ("S&P") or, if unrated,
judged to be of equivalent quality as determined by the Adviser. Moody's
considers bonds it rates Baa to have speculative elements as well as
investment-grade characteristics. (See "DESCRIPTION OF S&P AND MOODY'S
RATINGS").
Asset-Indexed Securities. The Fund may purchase asset-indexed securities which
are debt securities usually issued by companies in precious metals related
businesses such as mining, the principal amount, redemption terms, or interest
rates of which are related to the market price of a specified precious metal.
The Fund will only enter into transactions in publicly traded asset-indexed
securities. Market prices of asset-indexed securities will relate primarily to
changes in the market prices of the precious metals to which the securities are
indexed rather than to changes in market rates of interest. However, there may
not be a perfect correlation between the price movements of the asset-indexed
securities and the underlying precious metals. Asset-indexed securities
typically bear interest or pay dividends at below market rates (and in certain
cases at nominal rates). The Fund will purchase asset-indexed securities to the
extent permitted by law.
Repurchase Agreements. The Fund may enter into repurchase agreements with any
member bank of the Federal Reserve System, any foreign bank when the repurchase
agreement is fully secured by government securities of the particular
jurisdiction, or with any domestic or foreign broker/dealer which is recognized
as a reporting government securities dealer if the creditworthiness of the bank
or broker/dealer has been determined by the Adviser to be at least as high as
that of other obligations the Fund may purchase.
2
<PAGE>
A repurchase agreement provides a means for the Fund to earn income on
funds for periods as short as overnight. It is an arrangement under which the
Purchaser (i.e., the Fund) acquires a security ("Obligation") and the seller
agrees, at the time of sale, to repurchase the Obligation at a specified time
and price. Securities subject to a repurchase agreement are held in a segregated
account and the value of such securities is kept at least equal to the
repurchase price on a daily basis. The repurchase price may be higher than the
purchase price, the difference being income to the Fund, or the purchase and
repurchase prices may be the same, with interest at a stated rate due to the
Fund together with the repurchase price on the date of repurchase. In either
case, the income to the Fund is unrelated to the interest rate on the Obligation
itself. Obligations will be held by the Fund's custodian or in the Federal
Reserve Book Entry System.
For purposes of the Investment Company Act of 1940, a repurchase
agreement is deemed to be a loan from the Fund to the seller of the Obligation
subject to the repurchase agreement and is therefore subject to the Fund's
investment restriction applicable to loans. It is not clear whether a court
would consider the Obligation purchased by the Fund subject to a repurchase
agreement as being owned by the Fund or as being collateral for a loan by the
Fund to the seller. In the event of the commencement of bankruptcy or insolvency
proceedings with respect to the seller of the Obligation before repurchase of
the Obligation under a repurchase agreement, the Fund may encounter delay and
incur costs before being able to sell the security. Delays may involve loss of
interest or decline in price of the Obligation. If the court characterizes the
transaction as a loan and the Fund has not perfected a security interest in the
Obligation, the Fund may be required to return the Obligation to the seller's
estate and be treated as an unsecured creditor of the seller. As an unsecured
creditor, the Fund would be at the risk of losing some or all of the principal
and income involved in the transaction. As with unsecured debt obligations
purchased for the Fund, the Adviser seeks to minimize the risk of loss through
repurchase agreements by analyzing the creditworthiness of the obligor, in this
case the seller of the Obligation. Apart from the risk of bankruptcy or
insolvency proceedings, there is also the risk that the seller may fail to
repurchase the Obligation. However, if the market value of the Obligation
subject to the repurchase agreement becomes less than the repurchase price
(including interest), the Fund will direct the seller of the Obligation to
deliver additional securities so that the market value of all securities subject
to the repurchase agreement will equal or exceed the repurchase price. It is
possible that the Fund will be unsuccessful in seeking to impose on the seller a
contractual obligation to deliver additional securities.
Short Sales Against the Box. The Fund may make short sales of common stocks if,
at all times when a short position is open, the Fund owns the stock or owns
preferred stocks or debt securities convertible or exchangeable, without payment
of further consideration, into the shares of common stock sold short. Short
sales of this kind are referred to as short sales "against the box." The
broker/dealer that executes a short sale generally invests cash proceeds of the
sale until they are paid to the Fund. Arrangements may be made with the
broker/dealer to obtain a portion of the interest earned by the broker on the
investment of short sale proceeds. The Fund will segregate the common stock or
convertible or exchangeable preferred stock or debt securities in a special
account with the Custodian. The extent to which the Fund may make short sales of
common stocks may be limited by the requirements contained in the Internal
Revenue Code of 1986 (the "Code") for qualification as a regulated investment
company. (See "TAXES.")
Lending of Portfolio Securities. The Fund has the ability to lend portfolio
securities to brokers, dealers and other financial organizations. Loans of
portfolio securities will be collateralized by cash, letters of credit or
Government Securities which are maintained at all times in an amount equal to at
least 100% of the current market value of the loaned securities. From time to
time, the Fund may pay a part of the interest earned from the investment of
collateral received for securities loaned to the borrower and/or a third party
that is unaffiliated with the Fund and that is acting as a "finder."
By lending its securities, the Fund can increase its income by
continuing to receive interest on the loaned securities as well as by either
investing the cash collateral in short-term instruments or obtaining yield in
the form of interest paid by the borrower when Government Securities are used as
collateral. The Fund will adhere to the following conditions whenever its
portfolio securities are loaned: (a) the Fund must receive at least 100% cash
collateral or equivalent securities from the borrower; (b) the borrower must
increase such collateral whenever the market value of the securities rises above
the level of such collateral; (c) the Fund must be able to terminate the loan at
any time; (d) the Fund must receive reasonable interest on the loan, as well as
any dividends, interest or other distributions on the loaned securities, and any
increase in market value; (e) the Fund may pay only reasonable custodian fees in
connection with the loan; and (f) voting rights on the loaned securities may
pass to the borrower; provided, however, that if a material event adversely
affecting the investment occurs, the Corporation's Board of Directors must
terminate the loan and regain the right to vote the securities. Any gain or loss
3
<PAGE>
in the market price of the securities loaned that might occur during the term of
the loan would be for the Fund's account. The Fund has no current intention to
loan portfolio securities.
Zero Coupon Bonds. The Fund may invest in zero coupon bonds which pay no
periodic interest payments and are sold at substantial discounts from their
value at maturity. When held to maturity, their entire income, which consists of
accretion of discount, comes from the difference between the issue price and
their value at maturity. Zero coupon bonds are subject to greater market value
fluctuations from changing interest rates than debt obligations of comparable
maturities which make current distributions of interest (cash).
Strategic Transactions and Derivatives. The Fund may, but is not required to,
utilize various other investment strategies as described below to hedge various
market risks (such as interest rates, currency exchange rates, and broad or
specific equity or fixed-income market movements), to manage the effective
maturity or duration of fixed-income securities in the Fund's portfolio, or to
enhance potential gain. These strategies may be executed through the use of
derivative contracts. Such strategies are generally accepted as a part of modern
portfolio management and are regularly utilized by many mutual funds and other
institutional investors. Techniques and instruments may change over time as new
instruments and strategies are developed or regulatory changes occur.
In the course of pursuing these investment strategies, the Fund may
purchase and sell exchange-listed and over-the-counter put and call options on
securities, equity and fixed-income indices and other financial instruments,
purchase and sell financial futures contracts and options thereon, enter into
various interest rate transactions such as swaps, caps, floors or collars, and
enter into various currency transactions such as currency forward contracts,
currency futures contracts, currency swaps or options on currencies or currency
futures (collectively, all the above are called "Strategic Transactions").
Strategic Transactions may be used without limit to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for the Fund's portfolio resulting from securities markets or currency exchange
rate fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of such securities for investment
purposes, to manage the effective maturity or duration of fixed-income
securities in the Fund's portfolio, or to establish a position in the
derivatives markets as a temporary substitute for purchasing or selling
particular securities. Some Strategic Transactions may also be used to enhance
potential gain although no more than 5% of the Fund's assets will be committed
to Strategic Transactions entered into for non-hedging purposes. Any or all of
these investment techniques may be used at any time and in any combination, and
there is no particular strategy that dictates the use of one technique rather
than another, as use of any Strategic Transaction is a function of numerous
variables including market conditions. The ability of the Fund to utilize these
Strategic Transactions successfully will depend on the Adviser's ability to
predict pertinent market movements, which cannot be assured. The Fund will
comply with applicable regulatory requirements when implementing these
strategies, techniques and instruments. Strategic Transactions involving
financial futures and options thereon will be purchased, sold or entered into
only for bona fide hedging, risk management or portfolio management purposes and
not for speculative purposes.
Strategic Transactions, including derivative contracts, have risks
associated with them including possible default by the other party to the
transaction, illiquidity and, to the extent the Adviser's view as to certain
market movements is incorrect, the risk that the use of such Strategic
Transactions could result in losses greater than if they had not been used. Use
of put and call options may result in losses to the Fund, force the sale or
purchase of portfolio securities at inopportune times or for prices higher than
(in the case of put options) or lower than (in the case of call options) current
market values, limit the amount of appreciation the Fund can realize on its
investments or cause the Fund to hold a security it might otherwise sell. The
use of currency transactions can result in the Fund incurring losses as a result
of a number of factors including the imposition of exchange controls, suspension
of settlements, or the inability to deliver or receive a specified currency. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of the
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets,
the Fund might not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
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options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.
General Characteristics of Options. Put options and call options typically have
similar structural characteristics and operational mechanics regardless of the
underlying instrument on which they are purchased or sold. Thus, the following
general discussion relates to each of the particular types of options discussed
in greater detail below. In addition, many Strategic Transactions involving
options require segregation of Fund assets in special accounts, as described
below under "Use of Segregated and Other Special Accounts."
A put option gives the purchaser of the option, upon payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
For instance, the Fund's purchase of a put option on a security might be
designed to protect its holdings in the underlying instrument (or, in some
cases, a similar instrument) against a substantial decline in the market value
by giving the Fund the right to sell such instrument at the option exercise
price. A call option, upon payment of a premium, gives the purchaser of the
option the right to buy, and the seller the obligation to sell, the underlying
instrument at the exercise price. The Fund's purchase of a call option on a
security, financial future, index, currency or other instrument might be
intended to protect the Fund against an increase in the price of the underlying
instrument that it intends to purchase in the future by fixing the price at
which it may purchase such instrument. An American style put or call option may
be exercised at any time during the option period while a European style put or
call option may be exercised only upon expiration or during a fixed period prior
thereto. The Fund is authorized to purchase and sell exchange listed options and
over-the-counter options ("OTC options"). Exchange listed options are issued by
a regulated intermediary such as the Options Clearing Corporation ("OCC"), which
guarantees the performance of the obligations of the parties to such options.
The discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.
With certain exceptions, OCC issued and exchange listed options
generally settle by physical delivery of the underlying security or currency,
although in the future cash settlement may become available. Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is "in-the-money" (i.e., where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of a put
option, the exercise price of the option) at the time the option is exercised.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option.
The Fund's ability to close out its position as a purchaser or seller
of an OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. The
Fund will only sell OTC options (other than OTC currency options) that are
subject to a buy-back provision permitting the Fund to require the Counterparty
to sell the option back to the Fund at a formula price within seven days. The
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Fund expects generally to enter into OTC options that have cash settlement
provisions, although it is not required to do so.
Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with the Fund or fails to make a cash
settlement payment due in accordance with the terms of that option, the Fund
will lose any premium it paid for the option as well as any anticipated benefit
of the transaction. Accordingly, the Adviser must assess the creditworthiness of
each such Counterparty or any guarantor or credit enhancement of the
Counterparty's credit to determine the likelihood that the terms of the OTC
option will be satisfied. The Fund will engage in OTC option transactions only
with U.S. government securities dealers recognized by the Federal Reserve Bank
of New York as "primary dealers" or broker/dealers, domestic or foreign banks or
other financial institutions which have received (or the guarantors of the
obligation of which have received) a short-term credit rating of A-1 from S&P or
P-1 from Moody's or an equivalent rating from any nationally recognized
statistical rating organization ("NRSRO") or, in the case of OTC currency
transactions, are determined to be of equivalent credit quality by the Adviser.
The staff of the SEC currently takes the position that OTC options purchased by
the Fund, and portfolio securities "covering" the amount of the Fund's
obligation pursuant to an OTC option sold by it (the cost of the sell-back plus
the in-the-money amount, if any) are illiquid, and are subject to the Fund's
limitation on investing no more than 10% of its assets in illiquid securities.
If the Fund sells a call option, the premium that it receives may serve
as a partial hedge, to the extent of the option premium, against a decrease in
the value of the underlying securities or instruments in its portfolio or will
increase the Fund's income. The sale of put options can also provide income.
The Fund may purchase and sell call options on securities including
U.S. Treasury and agency securities, mortgage-backed securities, corporate debt
securities, equity securities (including convertible securities) and Eurodollar
instruments that are traded on U.S. and foreign securities exchanges and in the
over-the-counter markets, and on securities indices, currencies and futures
contracts. All calls sold by the Fund must be "covered" (i.e., the Fund must own
the securities or futures contract subject to the call) or must meet the asset
segregation requirements described below as long as the call is outstanding.
Even though the Fund will receive the option premium to help protect it against
loss, a call sold by the Fund exposes the Fund during the term of the option to
possible loss of opportunity to realize appreciation in the market price of the
underlying security or instrument and may require the Fund to hold a security or
instrument which it might otherwise have sold.
The Fund may purchase and sell put options on securities including U.S.
Treasury and agency securities, mortgage-backed securities, foreign sovereign
debt, corporate debt securities, equity securities (including convertible
securities) and Eurodollar instruments (whether or not it holds the above
securities in its portfolio), and on securities indices, currencies and futures
contracts other than futures on individual corporate debt and individual equity
securities. The Fund will not sell put options if, as a result, more than 50% of
the Fund's assets would be required to be segregated to cover its potential
obligations under such put options other than those with respect to futures and
options thereon. In selling put options, there is a risk that the Fund may be
required to buy the underlying security at a disadvantageous price above the
market price.
General Characteristics of Futures. The Fund may enter into financial futures
contracts or purchase or sell put and call options on such futures as a hedge
against anticipated interest rate, currency or equity market changes, for
duration management and for risk management purposes. Futures are generally
bought and sold on the commodities exchanges where they are listed with payment
of initial and variation margin as described below. The sale of a futures
contract creates a firm obligation by the Fund, as seller, to deliver to the
buyer the specific type of financial instrument called for in the contract at a
specific future time for a specified price (or, with respect to index futures
and Eurodollar instruments, the net cash amount). Options on futures contracts
are similar to options on securities except that an option on a futures contract
gives the purchaser the right in return for the premium paid to assume a
position in a futures contract and obligates the seller to deliver such
position.
The Fund's use of financial futures and options thereon will in all
cases be consistent with applicable regulatory requirements and in particular
the rules and regulations of the Commodity Futures Trading Commission and will
be entered into only for bona fide hedging, risk management (including duration
management) or other portfolio management purposes. Typically, maintaining a
futures contract or selling an option thereon requires the Fund to deposit with
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a financial intermediary as security for its obligations an amount of cash or
other specified assets (initial margin) which initially is typically 1% to 10%
of the face amount of the contract (but may be higher in some circumstances).
Additional cash or assets (variation margin) may be required to be deposited
thereafter on a daily basis as the mark to market value of the contract
fluctuates. The purchase of an option on financial futures involves payment of a
premium for the option without any further obligation on the part of the Fund.
If the Fund exercises an option on a futures contract it will be obligated to
post initial margin (and potential subsequent variation margin) for the
resulting futures position just as it would for any position. Futures contracts
and options thereon are generally settled by entering into an offsetting
transaction but there can be no assurance that the position can be offset prior
to settlement at an advantageous price, nor that delivery will occur.
The Fund will not enter into a futures contract or related option
(except for closing transactions) if, immediately thereafter, the sum of the
amount of its initial margin and premiums on open futures contracts and options
thereon would exceed 5% of the Fund's total assets (taken at current value);
however, in the case of an option that is in-the-money at the time of the
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation. The segregation requirements with respect to futures contracts and
options thereon are described below.
Options on Securities Indices and Other Financial Indices. The Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through the sale or purchase of options on individual securities or other
instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.
Warrants. The Fund may purchase warrants issued by domestic and foreign issuers
to purchase newly created equity issues consisting of common and preferred
stock, convertible preferred stock and warrants that themselves are only
convertible into common, preferred or convertible preferred stock. The equity
issue underlying an equity warrant is outstanding at the time the equity warrant
is issued or is issued together with the warrant. At the time the Fund acquires
an equity warrant convertible into a warrant, the terms and conditions under
which the warrant received upon conversion can be exercised will have been
determined; the warrant received upon conversion will only be convertible into a
common, preferred or convertible preferred stock.
Investing in warrants can provide a greater potential for profit or loss than an
equivalent investment in the underlying security, and, thus, can be a
speculative investment. The value of a warrant may decline because of a decline
in the value of the underlying security, the passage of time, changes in
interest rates or in the dividend or other policies of the company whose equity
underlies the warrant or a change in the perception as to the future price of
the underlying security, or any combination thereof. Warrants generally pay no
dividends and confer no voting or other rights other than to purchase the
underlying security.
Currency Transactions. The Fund may engage in currency transactions with
Counterparties in order to hedge the value of portfolio holdings denominated in
particular currencies against fluctuations in relative value. Currency
transactions include forward currency contracts, exchange listed currency
futures, exchange listed and OTC options on currencies, and currency swaps. A
forward currency contract involves a privately negotiated obligation to purchase
or sell (with delivery generally required) a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. A currency swap is
an agreement to exchange cash flows based on the notional difference among two
or more currencies and operates similarly to an interest rate swap, which is
described below. The Fund may enter into currency transactions with
Counterparties which have received (or the guarantors of the obligations which
have received) a credit rating of A-1 or P-1 by S&P or Moody's, respectively, or
that have an equivalent rating from a NRSRO or are determined to be of
equivalent credit quality by the Adviser.
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The Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is entering into a currency transaction with
respect to specific assets or liabilities of the Fund, which will generally
arise in connection with the purchase or sale of its portfolio securities or the
receipt of income therefrom. Position hedging is entering into a currency
transaction with respect to portfolio security positions denominated or
generally quoted in that currency.
The Fund will not enter into a transaction to hedge currency exposure
to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions, than the aggregate market value (at the
time of entering into the transaction) of the securities held in its portfolio
that are denominated or generally quoted in or currently convertible into such
currency, other than with respect to proxy hedging or cross hedging as described
below.
The Fund may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the Fund has or in which the Fund expects
to have portfolio exposure.
To reduce the effect of currency fluctuations on the value of existing
or anticipated holdings of portfolio securities, the Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a commitment or option to sell a currency whose
changes in value are generally considered to be correlated to a currency or
currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated, in exchange for U.S. dollars. The amount of the
commitment or option would not exceed the value of the Fund's securities
denominated in correlated currencies. For example, if the Adviser considers that
the Austrian schilling is correlated to the German deutschemark (the "D-mark"),
the Fund holds securities denominated in schillings and the Adviser believes
that the value of schillings will decline against the U.S. dollar, the Adviser
may enter into a commitment or option to sell D-marks and buy dollars. Currency
hedging involves some of the same risks and considerations as other transactions
with similar instruments. Currency transactions can result in losses to the Fund
if the currency being hedged fluctuates in value to a degree or in a direction
that is not anticipated. Further, there is the risk that the perceived
correlation between various currencies may not be present or may not be present
during the particular time that the Fund is engaging in proxy hedging. If the
Fund enters into a currency hedging transaction, the Fund will comply with the
asset segregation requirements described below.
Risks of Currency Transactions. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency control
is of great importance to the issuing governments and influences economic
planning and policy, purchases and sales of currency and related instruments can
be negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to the Fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Buyers and sellers of currency futures are subject to the
same risks that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.
Combined Transactions. The Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions ("component" transactions), instead of a single Strategic
Transaction, as part of a single or combined strategy when, in the opinion of
the Adviser, it is in the best interests of the Fund to do so. A combined
transaction will usually contain elements of risk that are present in each of
its component transactions. Although combined transactions are normally entered
into based on the Adviser's judgment that the combined strategies will reduce
risk or otherwise more effectively achieve the desired portfolio management
goal, it is possible that the combination will instead increase such risks or
hinder achievement of the portfolio management objective.
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Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which the
Fund may enter are interest rate, currency and index swaps and the purchase or
sale of related caps, floors and collars. The Fund expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or portion of its portfolio, to protect against currency fluctuations, as a
duration management technique or to protect against any increase in the price of
securities the Fund anticipates purchasing at a later date. The Fund intends to
use these transactions as hedges and not as speculative investments and will not
sell interest rate caps or floors where it does not own securities or other
instruments providing the income stream the Fund may be obligated to pay.
Interest rate swaps involve the exchange by the Fund with another party of their
respective commitments to pay or receive interest, e.g., an exchange of floating
rate payments for fixed rate payments with respect to a notional amount of
principal. A currency swap is an agreement to exchange cash flows on a notional
amount of two or more currencies based on the relative value differential among
them and an index swap is an agreement to swap cash flows on a notional amount
based on changes in the values of the reference indices. The purchase of a cap
entitles the purchaser to receive payments on a notional principal amount from
the party selling such cap to the extent that a specified index exceeds a
predetermined interest rate or amount. The purchase of a floor entitles the
purchaser to receive payments on a notional principal amount from the party
selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
The Fund will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as these swaps, caps,
floors and collars are entered into for good faith hedging purposes, the Adviser
and the Fund believe such obligations do not constitute senior securities under
the 1940 Act and, accordingly, will not treat them as being subject to its
borrowing restrictions. The Fund will not enter into any swap, cap, floor or
collar transaction unless, at the time of entering into such transaction, the
unsecured long-term debt of the Counterparty, combined with any credit
enhancements, is rated at least A by S&P or Moody's or has an equivalent rating
from a NRSRO or is determined to be of equivalent credit quality by the Adviser.
If there is a default by the Counterparty, the Fund may have contractual
remedies pursuant to the agreements related to the transaction. The swap market
has grown substantially in recent years with a large number of banks and
investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps, floors and collars are more recent innovations for
which standardized documentation has not yet been fully developed and,
accordingly, they are less liquid than swaps.
Eurodollar Instruments. The Fund may make investments in Eurodollar instruments.
Eurodollar instruments are U.S. dollar-denominated futures contracts or options
thereon which are linked to the London Interbank Offered Rate ("LIBOR"),
although foreign currency-denominated instruments are available from time to
time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the lending of funds and sellers to obtain a fixed rate for borrowings. The Fund
might use Eurodollar futures contracts and options thereon to hedge against
changes in LIBOR, to which many interest rate swaps and fixed income instruments
are linked.
Risks of Strategic Transactions Outside the U.S. When conducted outside the
U.S., Strategic Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees, and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the U.S. of data on which to
make trading decisions, (iii) delays in the Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the U.S., (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the U.S., and (v) lower trading volume and
liquidity.
Use of Segregated and Other Special Accounts. Many Strategic Transactions, in
addition to other requirements, require that the Fund segregate liquid high
grade assets with its custodian to the extent Fund obligations are not otherwise
"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by the Fund to
pay or deliver securities or assets must be covered at all times by the
securities, instruments or currency required to be delivered, or, subject to any
regulatory restrictions, an amount of cash or liquid high grade securities at
least equal to the current amount of the obligation must be segregated with the
custodian. The segregated assets cannot be sold or transferred unless equivalent
assets are substituted in their place or it is no longer necessary to segregate
them. For example, a call option written by the Fund will require the Fund to
hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to segregate liquid
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high-grade securities sufficient to purchase and deliver the securities if the
call is exercised. A call option sold by the Fund on an index will require the
Fund to own portfolio securities which correlate with the index or to segregate
liquid high grade assets equal to the excess of the index value over the
exercise price on a current basis. A put option written by the Fund requires the
Fund to segregate liquid, high grade assets equal to the exercise price.
Except when the Fund enters into a forward contract for the purchase or
sale of a security denominated in a particular currency, which requires no
segregation, a currency contract which obligates the Fund to buy or sell
currency will generally require the Fund to hold an amount of that currency or
liquid securities denominated in that currency equal to the Fund's obligations
or to segregate liquid high grade assets equal to the amount of the Fund's
obligation.
OTC options entered into by the Fund, including those on securities,
currency, financial instruments or indices and OCC issued and exchange listed
index options, will generally provide for cash settlement. As a result, when the
Fund sells these instruments it will only segregate an amount of assets equal to
its accrued net obligations, as there is no requirement for payment or delivery
of amounts in excess of the net amount. These amounts will equal 100% of the
exercise price in the case of a non cash-settled put, the same as an OCC
guaranteed listed option sold by the Fund, or the in-the-money amount plus any
sell-back formula amount in the case of a cash-settled put or call. In addition,
when the Fund sells a call option on an index at a time when the in-the-money
amount exceeds the exercise price, the Fund will segregate, until the option
expires or is closed out, cash or cash equivalents equal in value to such
excess. OCC issued and exchange listed options sold by the Fund other than those
above generally settle with physical delivery, or with an election of either
physical delivery or cash settlement and the Fund will segregate an amount of
assets equal to the full value of the option. OTC options settling with physical
delivery, or with an election of either physical delivery or cash settlement
will be treated the same as other options settling with physical delivery.
In the case of a futures contract or an option thereon, the Fund must
deposit initial margin and possible daily variation margin in addition to
segregating assets sufficient to meet its obligation to purchase or provide
securities or currencies, or to pay the amount owed at the expiration of an
index-based futures contract. Such assets may consist of cash, cash equivalents,
liquid debt or equity securities or other acceptable assets.
With respect to swaps, the Fund will accrue the net amount of the
excess, if any, of its obligations over its entitlements with respect to each
swap on a daily basis and will segregate an amount of cash or liquid high grade
securities having a value equal to the accrued excess. Caps, floors and collars
require segregation of assets with a value equal to the Fund's net obligation,
if any.
Strategic Transactions may be covered by other means when consistent
with applicable regulatory policies. The Fund may also enter into offsetting
transactions so that its combined position, coupled with any segregated assets,
equals its net outstanding obligation in related options and Strategic
Transactions. For example, the Fund could purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by the Fund. Moreover, instead of segregating assets if the Fund held a
futures or forward contract, it could purchase a put option on the same futures
or forward contract with a strike price as high or higher than the price of the
contract held. Other Strategic Transactions may also be offset in combinations.
If the offsetting transaction terminates at the time of or after the primary
transaction no segregation is required, but if it terminates prior to such time,
assets equal to any remaining obligation would need to be segregated.
The Fund's activities involving Strategic Transactions may be limited
by the requirements of Subchapter M of the Internal Revenue Code for
qualification as a regulated investment company. (See "TAXES.")
Investment Considerations. In non-U.S. markets, issuers often issue new shares
on a partially-paid basis. The aggregate purchase price is paid in installments
over a specified period, generally not more than nine months, during which time
the shares trade freely on a partially-paid basis. The Fund anticipates that it
may purchase partially-paid shares from time to time.
Foreign securities such as those purchased by the Fund may be subject
to foreign government taxes which could reduce the yield on such securities,
although a shareholder of the Fund may, subject to certain limitations, be
entitled to claim a credit or deduction for U.S. federal income tax purposes for
his or her proportionate share of such foreign taxes paid by the Fund. (See
"TAXES.")
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Because direct investments in precious metals do not generate income,
they may be subject to greater fluctuations in value than interest-paying and
dividend-paying securities. Investors should also be aware that gold coins trade
at approximately the current or spot price of the underlying gold bullion plus a
premium which reflects, among other things, fabrication costs incurred in
producing the coins. This premium has ranged from 2.5% to 15%. Any change in
this premium will affect the value of the Fund's shares.
Changes in portfolio securities are normally made on the basis of
investment considerations.
The Fund cannot guarantee a gain or eliminate the risk of loss. The net
asset value of the Fund's shares will increase or decrease with changes in the
market price of the Fund's investments.
Investment Restrictions
The policies set forth below have been adopted by the Corporation with
respect to the Fund as fundamental policies and may not be changed without
approval of a majority of the outstanding voting securities of the Fund which,
under the 1940 Act and the rules thereunder and as used in this Statement of
Additional Information, means the lesser of (1) 67% or more of the shares
present at such meeting, if the holders of more than 50% of the outstanding
shares of the Fund are present or represented by proxy; or (2) more than 50% of
the outstanding shares of the Fund.
The Fund may not:
(1) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase
agreements and the purchase of debt securities in accordance
with its investment objectives and investment policies may be
deemed to be loans.
(2) act as an underwriter of securities issued by others, except
to the extent that it may be deemed an underwriter in
connection with the disposition of portfolio securities of the
Fund;
(3) purchase or sell real estate (except that the Fund may invest
in (i) securities of companies which deal in real estate or
mortgages, and (ii) securities secured by real estate or
interests therein, and that the Fund reserves freedom of
action to hold and to sell real estate acquired as a result of
the Fund's ownership of securities);
(4) purchase or sell physical commodities or contracts relating to
physical commodities, except for contracts for the future
delivery of gold, and gold, silver, platinum and palladium
bullion or coins;
(5) purchase any securities (other than securities issued by
wholly-owned subsidiaries of the Corporation) which would
cause more than 25% of the market value of its total assets at
the time of such purchase to be invested in the securities of
one or more issuers having their principal business activities
in the same industry, provided that there is no limitation
with respect to investments in obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, and except that the Fund will invest at
least 25% of its total assets in securities of companies that
are primarily engaged in the exploration, mining, fabrication,
processing or distribution of gold and other precious metals
and in gold bullion and coins;
(6) borrow money, except as a temporary measure for extraordinary
or emergency purposes or except in connection with reverse
repurchase agreements; provided that the Fund maintains asset
coverage of 300% for all borrowings;
(7) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur, and except for
shares of the separate classes or series of the Corporation,
provided that collateral arrangements with respect to
currency-related contracts, futures contracts, options or
other permitted investments, including deposits of initial and
variation margin, are not considered to be the issuance of
senior securities for purposes of this restriction.
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Other Investment Policies. The Directors of the Corporation have voluntarily
adopted certain policies and restrictions which are observed in the conduct of
the Fund's affairs. These represent intentions of the Directors based upon
current circumstances. They differ from fundamental investment policies in that
they may be changed or amended by action of the Directors without requiring
prior notice to or approval of shareholders.
In accordance with such policies and guidelines the Corporation may
not, for or on behalf of the Fund:
(1) purchase restricted securities (for these purposes restricted
security means a security with a legal or contractual
restriction on resale in the principal market in which the
security is traded), including repurchase agreements maturing
in more than seven days, over-the-counter options and
securities (other than securities of wholly-owned subsidiaries
of the Corporation) which are illiquid if as a result more
than 10% of the value of the Fund's net assets (valued at
market at purchase) would be invested in such securities;
(2) invest in oil, gas, or other mineral leases, or exploration or
development programs (although it may invest in issuers which
own or invest in such interests);
(3) participate on a joint or joint and several basis in any
securities trading account, but may for the purpose of
possibly achieving better net results on portfolio
transactions or lower brokerage commission rates join with
other investment companies and client accounts managed by the
Fund's investment adviser in the purchase or sale of
securities;
(4) buy options on securities or financial instruments, unless the
aggregate premiums paid on all such options held by the Fund
at any time do not exceed 20% of its net assets; or sell put
options on securities if, as a result, the aggregate value of
the obligations underlying such put options would exceed 50%
of the Fund's net assets;
(5) enter into futures contracts or purchase options thereon
unless immediately after the purchase, the value of the
aggregate initial margin with respect to all futures contracts
entered into on behalf of the Fund and the premiums paid for
options on futures contracts does not exceed 5% of the fair
market value of the Fund's total assets; provided that in the
case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in computing
the 5% limit;
(6) purchase warrants if as a result such securities taken at the
lower of cost or market value would represent more than 10% of
the value of the Fund's total net assets (for this purpose,
warrants attached to securities will be deemed to have no
value);
(7) with respect to 75% of its total assets, taken at market
value, purchase (except for the exercise of stock subscription
rights) securities of any one issuer (other than wholly-owned
subsidiaries of the Corporation) if as a result more than 10%
of the outstanding voting securities of such issuer would be
held in the Fund's portfolio, except those issued or
guaranteed by the government of the U.S.;
(8) purchase time deposits if as a result more than 10% of the
value of the Fund's total assets would be invested in time
deposits maturing in more than seven calendar days;
(9) invest in the securities of other open-end investment
companies, except that the Fund may (i) purchase the
securities of a "money market" fund whose investment adviser
is the same person as the Fund's investment adviser, or an
affiliate thereof but only to the extent authorized by an
order of the SEC; or (ii) purchase the securities of another
investment company by purchase in the open market when no
commission or profit to a sponsor or dealer results from such
purchase other than the customary broker's commission, except
when such purchase, though not made on the open market, is
part of a plan of merger or consolidation; or (iii) that the
Fund may purchase the securities of an investment company
which invests in the securities of issuers located in a
foreign country which, under the laws and/or regulations of
such foreign country, the Fund may not acquire directly;
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<PAGE>
(10) purchase securities if, as a result thereof, more than 10% of
the value of the Fund's total assets would be invested in
restricted securities (for these purposes a restricted
security means a security with a legal or contractual
restriction on resale in the principal market in which the
security is traded);
(11) make securities loans if the value of such securities loaned
exceeds 30% of the value of the Fund's total assets at the
time any loan is made; all loans of portfolio securities will
be fully collateralized and marked to market daily. The Fund
has no current intention of making loans of portfolio
securities that would amount to greater than 5% of the Fund's
total assets;
(12) purchase or sell real estate limited partnerships;
(13) purchase securities on margin or make short sales, unless, by
virtue of its ownership of other securities, it has the right
to obtain securities equivalent in kind and amount to the
securities sold and, if the right is conditional, the sale is
made upon the same conditions, except in connection with
arbitrage transactions and except that the Fund may obtain
such short-term credits as may be necessary for the clearance
of purchases and sales of securities;
(14) purchase securities of any issuer (other than wholly-owned
subsidiaries of the Corporation) with a record of less than
three years continuous operations, including predecessors,
except U.S. Government securities, obligations issued or
guaranteed by any foreign government or its agencies or
instrumentalities and securities of closed-end investment
companies, if such purchase would cause the investments of the
Fund in all such issuers to exceed 5% of the total assets of
the Fund taken at market value;
(15) purchase or retain securities of any issuer (other than
wholly-owned subsidiaries of the Corporation) any of whose
officers, directors, trustees or security holders is an
officer or director of the Corporation or a member, officer,
director or trustee of the investment adviser of the Fund if
one or more of such individuals owns beneficially more than
one-half of one percent (1/2%) of the outstanding shares or
securities or both (taken at market value) of such issuer and
such individuals owning more than one-half of one percent
(1/2%) of such shares or securities together own beneficially
more than 5% of such shares or securities or both; or
(16) borrow money in excess of 5% of its total assets (taken at
market value) except for temporary or emergency purposes or
borrow other than from banks.
The 1940 Act limits the Fund's investment in other investment
companies. To the extent that the Fund invests in shares of other investment
companies, pursuant to the 1940 Act, additional fees and expenses in addition to
those incurred by the Fund may be deducted from such investments.
If a percentage restriction on investment or utilization of assets as
set forth under "Investment Restrictions" and "Other Investment Policies" above
is adhered to at the time an investment is made, a later change in percentage
resulting from changes in the value or the total cost of the Funds assets will
not be considered a violation of the restriction. In order to permit sale of the
Fund's shares in certain states, the Corporation may make commitments more
restrictive than the investment restrictions described above with respect to the
Fund. Should the Corporation determine that any such commitment is no longer in
the best interests of the Fund and its shareholders, it will revoke the
commitment by terminating sales of the Fund's shares in the state involved.
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<PAGE>
PURCHASES
(See "Purchases" and "Transaction
information" in the Fund's prospectus.)
Additional Information About Opening an Account
Clients having a regular investment counsel account with the Adviser or
its affiliates and members of their immediate families, officers and employees
of Scudder, Stevens & Clark, Inc. or of any affiliated organization and their
immediate families, members of the National Association of Securities Dealers,
Inc. ("NASD") and banks may, if they prefer, subscribe initially for at least
$2,500 through Scudder Investor Services, Inc. (the "Distributor") by letter,
fax, TWX, or telephone.
Shareholders of other Scudder funds who have submitted an account
application and have a certified tax identification number, clients having a
regular investment counsel account with the Adviser or its affiliates and
members of their immediate families, officers and employees of the Adviser or of
any affiliated organization and their immediate families, members of the NASD
and banks may open an account by wire. These investors must call 1-800-225-5163
to get an account number. During the call, the investor will be asked to
indicate the Fund name, amount to be wired ($2,500 minimum), name of bank or
trust company from which the wire will be sent, the exact registration of the
new account, the tax identification or Social Security number, address and
telephone number. The investor must then call the bank to arrange a wire
transfer to State Street Bank and Trust Company, 225 Franklin Street, Boston, MA
02110, Account Number 9903-5552, ABA Number 011000028. The investor must give
the Scudder fund name, account name and new account number. Finally, the
investor must send the completed and signed application to the Fund promptly.
The minimum initial purchase amount is less than $2,500 under certain
special plan accounts.
Additional Information About Making Subsequent Investments by AutoBuy
Shareholders, whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the AutoBuy program, may purchase shares of the Fund by telephone. Through
this service shareholders may purchase up to $250,000 but not less than $250. To
purchase shares by AutoBuy, shareholders should call before 4 p.m. eastern time.
Proceeds in the amount of your purchase will be transferred from your bank
checking account two or three business days following your call. For requests
received by the close of regular trading on the Exchange, shares will be
purchased at the net asset value per share calculated at the close of trading on
the day of your call. AutoBuy requests received after the close of regular
trading on the Exchange will begin their processing and be purchased at the net
asset value calculated the following business day. If you purchase shares by
AutoBuy and redeem them within seven days of the purchase, the Fund may hold the
redemption proceeds for a period of up to seven business days. If you purchase
shares and there are insufficient funds in your bank account the purchase will
be canceled and you will be subject to any losses or fees incurred in the
transaction. AutoBuy transactions are not available for Scudder IRA accounts and
most other retirement plan accounts.
In order to request purchases by AutoBuy, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish AutoBuy may so indicate on the application.
Existing shareholders who wish to add AutoBuy to their account may do so by
completing an AutoBuy Enrollment Form. After sending in an enrollment form
shareholders should allow for 15 days for this service to be available.
The Fund employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine. and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
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<PAGE>
Additional Information About Making Subsequent Investments By Telephone Order
Subsequent purchase orders for $10,000 or more and for an amount not
greater than four times the value of the shareholder's account may be placed by
telephone or fax by members of the NASD, by banks and by established
shareholders (except by Scudder Individual Retirement Account (IRA), Scudder
Profit Sharing and Money Purchase Pension Plans, and Scudder 401(k) and Scudder
403(b) Planholders). Orders placed in this manner may be directed to any office
of the Distributor listed in the Fund's prospectus. An invoice of the purchase
will be mailed out promptly following receipt of a request to buy. Payment
should be attached to a copy of the invoice for proper identification. Federal
regulations require that payment be received within three (3) business days. If
payment is not received within that time, the shares may be canceled. In the
event of such cancellation or cancellation at the purchaser's request, the
purchaser will be responsible for any loss incurred by the Fund or the principal
underwriter by reason of such cancellation. If the purchaser is a shareholder,
the Fund shall have the authority, as agent of the shareholder, to redeem shares
in the account in order to reimburse the Fund or the principal underwriter for
the loss incurred. Net losses on such transactions which are not recovered from
the purchaser will be absorbed by the principal underwriter. Any net profit on
the liquidation of unpaid shares will accrue to the Fund.
Checks
A certified check is not necessary, but checks are only accepted
subject to collection at full face value in U.S. funds and must be drawn on, or
payable through, a U.S. bank.
If shares of the Fund are purchased by a check which proves to be
uncollectible, the Corporation reserves the right to cancel the purchase
immediately and the purchaser will be responsible for any loss incurred by the
Corporation, the Fund or the principal underwriter by reason of such
cancellation. If the purchaser is a shareholder, the Corporation will have the
authority, as agent of the shareholder, to redeem shares in the account to
reimburse the Fund or the principal underwriter for the loss incurred. Investors
whose orders have been canceled may be prohibited from or restricted in placing
future orders in any of the Scudder funds.
Wire Transfer of Federal Funds
To obtain the net asset value determined as of the close of regular
trading on the Exchange (normally 4 p.m. eastern time) on a selected day, your
bank must forward federal funds by wire transfer and provide the required
account information so as to be available to the Corporation prior to 4 p.m.
eastern time.
The bank sending an investor's federal funds by bank wire may charge
for the service. Presently, the Distributor pays a fee for receipt by State
Street Bank and Trust Company (the "Custodian"), of "wired funds," but the right
to charge investors for this service is reserved.
Boston banks are closed on certain holidays although the Exchange may
be open. These holidays include: Martin Luther King, Jr. Day (the 3rd Monday in
January), Columbus Day (the 2nd Monday in October), and Veterans' Day (November
11). Investors are not able to purchase shares by wiring federal funds on such
holidays because the Custodian is not open to receive such funds on behalf of
the Fund.
Share Price
Purchases will be filled without sales charge at the net asset value
next computed after receipt of the application in good order. Net asset value
normally will be computed as of the close of regular trading on each day during
which the Exchange is open for trading. Orders received after the close of
regular trading on the Exchange will be executed at the next business day's net
asset value. If the order has been placed by a member of the NASD, other than
the Distributor, it is the responsibility of that member broker, rather than the
Fund, to forward the purchase order to the Fund's transfer agent in Boston by
the close of regular trading on the Exchange.
Share Certificates
Due to the desire of the Fund's management to afford ease of
redemption, certificates will not be issued to indicate ownership in the Fund.
Share certificates now in a shareholder's possession may be sent to the Transfer
Agent for cancellation and credit to such shareholder's account. Shareholders
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<PAGE>
who prefer may hold the certificates in their possession until they wish to
exchange or redeem such shares.
Other Information
If purchases or redemptions of Fund shares are arranged and settlement
made at the investor's election through a member of the NASD, other than the
Distributor, that member may, at its discretion, charge a fee for that service.
The Board of Directors and the Distributor, the Fund's principal
underwriter, each has the right to limit, for any reason, the amount of
purchases by, and to refuse to sell to any person; and each may suspend or
terminate the offering of shares of the Fund at any time.
The Tax Identification Number section of the application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information
(e.g., from exempt investors, certification of exempt status) may be returned to
the investor unless a correct, certified tax identification number and certain
other required certificates are supplied.
The Corporation may issue shares of the Fund at net asset value in
connection with any merger or consolidation with, or acquisition of the assets
of, any investment company or personal holding company, subject to the
requirements of the 1940 Act.
EXCHANGES AND REDEMPTIONS
(See "Exchanges and redemptions" and "Transaction information" in the
Fund's prospectus.)
Exchanges
Exchanges are comprised of a redemption from one Scudder fund and a
purchase into another Scudder fund. The purchase side of the exchange either may
be an additional investment into an existing account or may involve opening a
new account in the other fund. When an exchange involves a new account, the new
account will be established with the same registration, tax identification
number, address, telephone redemption option, "Scudder Automated Information
Line" (SAIL) transaction authorization and dividend option as the existing
account. Other features will not carry over automatically to the new account.
Exchanges to a new fund account must be for a minimum of $2,500. When an
exchange represents an additional investment into an existing account, the
account receiving the exchange proceeds must have identical registration,
address, and account options/features as the account of origin. Exchanges into
an existing account must be for $100 or more. If the account receiving the
exchange proceeds is to be different in any respect, the exchange request must
be in writing and must contain a signature guarantee as described under
"Transaction Information--Redeeming shares--By mail or fax" in the Fund's
prospectus.
Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at the respective net
asset values determined on that day. Exchange orders received after the close of
regular trading on the Exchange will be executed on the following business day.
Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from one Scudder fund to an
existing account in another Scudder fund, at current net asset value, through
Scudder's Automatic Exchange Program. Exchanges must be for a minimum of $50.
Shareholders may add this free feature over the telephone or in writing.
Automatic Exchanges will continue until the shareholder requests by telephone or
in writing to have the feature removed, or until the originating account is
depleted. The Corporation and the Transfer Agent each reserves the right to
suspend or terminate the privilege of the Automatic Exchange Program at any
time.
There is no charge to the shareholder for any exchange described above.
An exchange into another Scudder fund is a redemption of shares, and therefore
may result in tax consequences (gain or loss) to the shareholder, and the
proceeds of such an exchange may be subject to backup withholding.
(See "TAXES.")
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<PAGE>
Investors currently receive the exchange privilege, including exchange
by telephone, automatically without having to elect it. The Corporation employs
procedures, including recording telephone calls, testing a caller's identity,
and sending written confirmation of telephone transactions, designed to give
reasonable assurance that instructions communicated by telephone are genuine,
and to discourage fraud. To the extent that the Corporation does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Corporation will not be liable for acting upon
instructions communicated by telephone that it reasonably believes to be
genuine. The Corporation and the Transfer Agent each reserves the right to
suspend or terminate the privilege of exchanging by telephone or fax at any
time.
The Scudder funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from Scudder Investor Services, Inc. a prospectus of
the Scudder fund into which the exchange is being contemplated.
Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.
Redemption by Telephone
In order to request redemptions by telephone, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account to which the redemption proceeds are to be sent.
Shareholders currently receive automatically, without having to elect it, the
right to redeem up to $100,000 to their address of record. Shareholders may
request to have the proceeds mailed or wired to their predesignated bank
account.
(a) NEW INVESTORS wishing to establish telephone redemption to a
predesignated bank account must complete the appropriate
section on the application.
(b) EXISTING SHAREHOLDERS (except those who are Scudder IRA,
Scudder Pension and Profit-Sharing, Scudder 401(k) and Scudder
403(b) Planholders) who wish to establish telephone redemption
to a predesignated bank account or who want to change the bank
account previously designated to receive redemption payments
should either return a Telephone Redemption Option Form
(available upon request) or send a letter identifying the
account and specifying the exact information to be changed.
The letter must be signed exactly as the shareholder's name(s)
appears on the account. A signature and a signature guarantee
are required for each person in whose name the account is
registered.
Telephone redemption is not available with respect to shares
represented by share certificates or shares held in certain retirement accounts.
If a request for redemption to a shareholder's bank account is made by
telephone or fax, payment will be by Federal Reserve bank wire to the bank
account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5
charge for all wire redemptions.
Note: Investors designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a participant in
the Federal Reserve System, redemption proceeds must be wired through a
commercial bank which is a correspondent of the savings bank. As this may delay
receipt by the shareholder's account, it is suggested that investors wishing to
use a savings bank discuss wire procedures with their bank and submit any
special wire transfer information with the telephone redemption authorization.
If appropriate wire information is not supplied, redemption proceeds will be
mailed to the designated bank.
The Corporation employs procedures, including recording telephone
calls, testing a caller's identity, and sending written confirmation of
telephone transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Corporation does not follow such procedures, it may be liable for
losses due to unauthorized or fraudulent telephone instructions. The Corporation
will not be liable for acting upon instructions communicated by telephone that
it reasonably believes to be genuine.
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Redemption requests by telephone (technically a repurchase by agreement
between the Fund and the shareholder) of shares purchased by check will not be
accepted until the purchase check has cleared which may take up to seven
business days.
Redemption by AutoSell
Shareholders, whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the AutoSell program may sell shares of the Fund by telephone. To sell shares
by AutoSell, shareholders should call before 4 p.m. eastern time. Redemptions
must be for at least $250. Proceeds in the amount of your redemption will be
transferred to your bank checking account two or three business days following
your call. For requests received by the close of regular trading on the
Exchange, shares will be redeemed at the net asset value per share calculated at
the close of trading on the day of your call. AutoSell requests received after
the close of regular trading on the Exchange will begin their processing and be
redeemed at the net asset value calculated the following business day. AutoSell
transactions are not available for Scudder IRA accounts and most other
retirement plan accounts.
In order to request redemptions by AutoSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish AutoSell may so indicate on the application.
Existing shareholders who wish to add AutoSell to their account may do so by
completing an AutoSell Enrollment Form. After sending in an enrollment form,
shareholders should allow for 15 days for this service to be available.
The Fund employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
Redemption by Mail or Fax
Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with a signature guarantee as explained in the
Fund's prospectus.
In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request additional documents such as, but not limited to,
stock powers, trust instruments, certificates of death, appointments as
executor, certificates of corporate authority and waivers of tax (required in
some states when settling estates).
It is suggested that shareholders holding share certificates or shares
registered in other than individual names contact the Transfer Agent prior to
any redemptions to ensure that all necessary documents accompany the request.
When shares are held in the name of a corporation, trust, fiduciary agent,
attorney or partnership, the Transfer Agent requires, in addition to the stock
power, certified evidence of authority to sign. These procedures are for the
protection of shareholders and should be followed to ensure prompt payment.
Redemption requests must not be conditional as to date or price of the
redemption. Proceeds of a redemption will be sent within seven business days
after receipt by the Transfer Agent of a request for redemption that complies
with the above requirements. Delays of more than seven days of payment for
shares tendered for repurchase or redemption may result but only until the
purchase check has cleared.
The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.
Redemption-In-Kind
The Corporation reserves the right, if conditions exist which make cash
payments undesirable, to honor any request for redemption or repurchase order by
making payment in whole or in part in readily marketable securities chosen by
the Corporation and valued as they are for purposes of computing the Fund's net
asset value (a redemption-in-kind). If payment is made in securities, a
shareholder may incur transaction expenses in converting these securities into
cash. The Fund has elected, however, to be governed by Rule 18f-1 under the 1940
Act as a result of which the Fund is obligated to redeem shares, with respect to
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any one shareholder during any 90 day period, solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund at the beginning of the
period.
Other Information
If a shareholder redeems all shares in the account after the record
date of a dividend, the shareholder will receive, in addition to the net asset
value thereof, all declared but unpaid dividends thereon. The value of shares
redeemed or repurchased may be more or less than the shareholder's cost
depending on the net asset value at the time of redemption or repurchase. The
Corporation does not impose a redemption or repurchase charge, although a wire
charge may be applicable for redemption proceeds wired to an investor's bank
account. Redemptions of shares of the Fund, including an exchange into another
series of the Corporation, if any, or another Scudder fund, may result in tax
consequences (gain or loss) to the shareholder and the proceeds of such
redemptions may be subject to backup withholding. (See "TAXES.")
Shareholders who wish to redeem shares from Special Plan Accounts
should contact the employer, trustee or custodian of the Plan for the
requirements.
The determination of net asset value may be suspended at times and a
shareholder's right to redeem shares and to receive payment may be suspended at
times during which (a) the Exchange is closed, other than customary weekend and
holiday closings, (b) trading on the Exchange is restricted for any reason, (c)
an emergency exists as a result of which disposal by the Fund of securities
owned by it is not reasonably practicable or it is not reasonably practicable
for the Fund fairly to determine the value of its net assets, or (d) the SEC may
by order permit such a suspension for the protection of the Trust's
shareholders; provided that applicable rules and regulations of the SEC (or any
succeeding governmental authority) shall govern as to whether the conditions
prescribed in (b) or (c) exist.
If transactions at any time reduce a shareholder's account balance to
below $1,000 in value, the Corporation may notify the shareholder that, unless
the account balance is brought up to at least $1,000, the Corporation will
redeem all shares, close the account and send the redemption proceeds to the
shareholder. The shareholder has sixty days to bring the account balance up to
$1,000 before any action will be taken by the Fund. (This policy applies to
accounts of new shareholders, but does not apply to certain Special Plan
Accounts.)
FEATURES AND SERVICES OFFERED BY THE FUND
(See "Shareholder benefits" in the Fund's prospectus.)
The Pure No-Load(TM) Concept
Investors are encouraged to be aware of the full ramifications of
mutual fund fee structures, and of how Scudder distinguishes its funds from the
vast majority of mutual funds available today. The primary distinction is
between load and no-load funds.
Load funds generally are defined as mutual funds that charge a fee for
the sale and distribution of fund shares. There are three types of loads:
front-end loads, back-end loads, and asset-based 12b-1 fees. 12b-1 fees are
distribution-related fees charged against fund assets and are distinct from
service fees, which are charged for personal services and/or maintenance of
shareholder accounts. Asset based sales charges and service fees are typically
paid pursuant to distribution plans adopted under Rule 12b-1 under the 1940 Act.
A front-end load is a sales charge, which can be as high as 8.50% of
the amount invested. A back-end load is a contingent deferred sales charge,
which can be as high as 8.50% of either the amount invested or redeemed. The
maximum front-end or back-end load varies, and depends upon whether or not a
fund also charges a 12b-1 fee and/or a service fee or offers investors various
sales-related services such as dividend reinvestment. The maximum charge for a
12b-1 fee is 0.75% of a fund's average annual net assets, and the maximum charge
for a service fee is 0.25% of a fund's average annual net assets.
A no-load fund does not charge a front-end or back-end load, but can
charge a small 12b-1 fee and/or service fee against fund assets. Under the
National Association of Securities Dealers Rules of Fair Practice, a mutual fund
can call itself a "no-load" fund only if the 12b-1 fee and/or service fee does
19
<PAGE>
not exceed 0.25% of a fund's average annual net assets.
Because Scudder funds do not pay any asset-based sales charges or
service fees, Scudder developed and trademarked the phrase pure no-load(TM) to
distinguish Scudder funds from other no-load mutual funds. Scudder pioneered the
no-load concept when it created the nation's first no-load fund in 1928, and
later developed the nation's first family of no-load mutual funds.
The following chart shows the potential long-term advantage of
investing $10,000 in a Scudder pure no-load fund over investing the same amount
in a load fund that collects an 8.50% front-end load, a load fund that collects
only a 0.75% 12b-1 and/or service fee, and a no-load fund charging only a 0.25%
12b-1 and/or service fee. The hypothetical figures in the chart show the value
of an account assuming a constant 10% rate of return over the time periods
indicated and reinvestment of dividends and distributions.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Scudder No-Load Fund with
YEARS Pure No-Load(TM)Fund 8.50% Load Fund Load Fund with 0.75% 0.25% 12b-1 Fee
12b-1 Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
10 $ 25,937 $ 23,733 $ 24,222 $ 25,354
- ------------------------------------------------------------------------------------------------------------------
15 41,772 38,222 37,698 40,371
- ------------------------------------------------------------------------------------------------------------------
20 67,275 61,557 58,672 64,282
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
Investors are encouraged to review the fee tables on page 2 of the
Fund's prospectus for more specific information about the rates at which
management fees and other expenses are assessed.
Dividend and Capital Gain Distribution Options
Investors have freedom to choose whether to receive cash or to reinvest
any dividends from net investment income or distributions from realized capital
gains in additional shares of the Fund. A change of instructions for the method
of payment must be received by the Transfer Agent in writing at least five days
prior to a dividend record date. Shareholders may change their dividend option
either by calling 1-800-225-5163 or by sending written instructions to the
Transfer Agent. See "How to contact Scudder" in the Prospectus for the address.
Please include your account number with your written request.
Reinvestment is usually made at the closing net asset value determined
on the business day following the record date. Investors may leave standing
instructions with the Transfer Agent designating their option for either
reinvestment or cash distribution of any income dividends or capital gains
distributions. If no election is made, dividends and distributions will be
invested in additional shares of the Fund.
Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's
DistributionsDirect Program. Shareholders who elect to participate in the
DistributionsDirect Program, and whose predesignated checking account of record
is with a member bank of the Automated Clearing House Network (ACH) can have
income and capital gains distributions automatically deposited to their personal
bank account usually within three business days after the Fund pays its
distribution. A DistributionsDirect request form can be obtained by calling
1-800-225-5163.
Investors choosing to participate in Scudder's Automatic Withdrawal
Plan must reinvest any dividends or capital gains. For most retirement plan
accounts, the reinvestment of dividends and capital gains is also required.
20
<PAGE>
Scudder Funds Centers
Investors may visit any of the Fund Centers maintained by Scudder
Investor Services, Inc. listed in the Prospectus. The Centers are designed to
provide individuals with services during any business day. Investors may pick up
literature or obtain assistance with opening an account, adding monies or
special options to existing accounts, making exchanges within the Scudder Family
of Funds, redeeming shares or opening retirement plans. Checks should not be
mailed to the Centers but should be mailed to "The Scudder Funds" at the address
listed under "How to contact Scudder" in the Prospectus.
Reports to Shareholders
The Corporation issues shareholders semiannual financial statements
(audited annually by independent accountants) including a list of investments
held and statements of assets and liabilities, statements of operations,
statements of changes in net assets and financial highlights.
Transaction Summaries
Annual summaries of all transactions in each Fund account are available
to shareholders. The summaries may be obtained by calling 1-800-225-5163.
THE SCUDDER FAMILY OF FUNDS
(See "Investment products and services" in the Fund's prospectus.)
The Scudder Family of Funds is America's first family of mutual funds
and the nation's oldest family of no-load mutual funds. To assist investors in
choosing a Scudder fund, descriptions of the Scudder funds' objectives follow.
Initial purchases in each Scudder fund must be at least $2,500 or $1,000 in the
case of IRAs. Subsequent purchases must be for $100 or more. Minimum investments
for special plan accounts may be lower.
MONEY MARKET
Scudder Cash Investment Trust ("SCIT") seeks to maintain the stability
of capital, and consistent therewith, to maintain the liquidity of
capital and to provide current income through investment in a
supervised portfolio of short-term debt securities. SCIT intends to
seek to maintain a constant net asset value of $1.00 per share,
although in certain circumstances this may not be possible.
Scudder U.S. Treasury Money Fund seeks to provide safety, liquidity and
stability of capital and consistent therewith to provide current income
through investment in a supervised portfolio of U.S. Government and
U.S. Government guaranteed obligations with maturities of not more than
762 calendar days. The Fund intends to seek to maintain a constant net
asset value of $1.00 per share, although in certain circumstances this
may not be possible.
INCOME
Scudder Emerging Markets Income Fund seeks to provide high current
income and, secondarily, long-term capital appreciation through
investments primarily in high-yielding debt securities issued in
emerging markets.
Scudder Global Bond Fund seeks to provide total return with an emphasis
on current income by investing primarily in high-grade bonds
denominated in foreign currencies and the U.S. dollar. As a secondary
objective, the Fund will seek capital appreciation.
Scudder GNMA Fund seeks to provide investors with high current income
from a portfolio of high-quality GNMA securities.
21
<PAGE>
Scudder High Yield Bond Fund seeks to provide a high level of current
income and, secondarily, capital appreciation through investment
primarily in below investment grade domestic debt securities.
Scudder Income Fund seeks to earn a high level of income consistent
with the prudent investment of capital through a flexible investment
program emphasizing high-grade bonds.
Scudder International Bond Fund seeks to provide income from a
portfolio of high-grade bonds denominated in foreign currencies. As a
secondary objective, the Fund seeks protection and possible enhancement
of principal value by actively managing currency, bond market and
maturity exposure and by security selection.
Scudder Short Term Bond Fund seeks to provide a higher and more stable
level of income than is normally provided by money market investments,
and more price stability than investments in intermediate- and
long-term bonds.
Scudder Zero Coupon 2000 Fund seeks to provide as high an investment
return over a selected period as is consistent with the minimization of
reinvestment risks through investments primarily in zero coupon
securities.
TAX FREE MONEY MARKET
Scudder Tax Free Money Fund ("STFMF") is designed to provide investors
with income exempt from regular federal income tax while seeking
stability of principal. STFMF seeks to maintain a constant net asset
value of $1.00 per share, although in certain circumstances this may
not be possible.
Scudder California Tax Free Money Fund* is designed to provide
California taxpayers income exempt from California state and regular
federal income taxes, and seeks stability of capital and the
maintenance of a constant net asset value of $1.00 per share, although
in certain circumstances this may not be possible.
Scudder New York Tax Free Money Fund* is designed to provide New York
taxpayers income exempt from New York state, New York City and regular
federal income taxes, and seeks stability of capital and the
maintenance of a constant net asset value of $1.00 per share, although
in certain circumstances this may not be possible.
TAX FREE
Scudder High Yield Tax Free Fund seeks to provide high income which is
exempt from regular federal income tax by investing in municipal
securities.
Scudder Limited Term Tax Free Fund seeks to provide as high a level of
income exempt from regular federal income tax as is consistent with a
high degree of principal stability.
Scudder Managed Municipal Bonds seeks to provide income which is exempt
from regular federal income tax primarily through investments in
long-term municipal securities with an emphasis on high grade.
Scudder Medium Term Tax Free Fund seeks to provide a high level of
income free from regular federal income taxes and to limit principal
fluctuation by investing in high-grade municipal securities of
intermediate maturities.
Scudder California Tax Free Fund* seeks to provide income exempt from
both California and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
California state, municipal and local government obligations.
- ---------------------------
* These funds are not available for sale in all states. For information,
contact Scudder Investor Services, Inc.
22
<PAGE>
Scudder Massachusetts Limited Term Tax Free Fund* seeks to provide as
high a level of income exempt from Massachusetts personal and regular
federal income tax as is consistent with a high degree of principal
stability.
Scudder Massachusetts Tax Free Fund* seeks to provide income exempt
from both Massachusetts and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
Massachusetts state, municipal and local government obligations.
Scudder New York Tax Free Fund* seeks to provide income exempt from New
York state, New York City and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
investments in New York state, municipal and local government
obligations.
Scudder Ohio Tax Free Fund* seeks to provide income exempt from both
Ohio and regular federal income taxes through the professional and
efficient management of a portfolio consisting of Ohio state, municipal
and local government obligations.
Scudder Pennsylvania Tax Free Fund* seeks to provide income exempt from
both Pennsylvania and regular federal income taxes through a portfolio
consisting of Pennsylvania state, municipal and local government
obligations.
GROWTH AND INCOME
Scudder Balanced Fund seeks to provide a balance of growth and income,
as well as long-term preservation of capital, from a diversified
portfolio of equity and fixed income securities.
Scudder Growth and Income Fund seeks to provide long-term growth of
capital, current income, and growth of income through a portfolio
invested primarily in common stocks and convertible securities by
companies which offer the prospect of growth of earnings while paying
current dividends.
GROWTH
Scudder Capital Growth Fund seeks to maximize long-term growth of
capital through a broad and flexible investment program emphasizing
common stocks.
Scudder Classic Growth Fund seeks long-term growth of capital with
reduced share price volatility compared to other growth mutual funds.
Scudder Development Fund seeks to achieve long-term growth of capital
primarily through investments in marketable securities, principally
common stocks, of relatively small or little-known companies which in
the opinion of management have promise of expanding their size and
profitability or of gaining increased market recognition for their
securities, or both.
Scudder Emerging Markets Growth Fund seeks long-term growth of capital
primarily through equity investment in emerging markets around the
globe.
Scudder Global Discovery Fund seeks above-average capital appreciation
over the long term by investing primarily in the equity securities of
small companies located throughout the world.
Scudder Global Fund seeks long-term growth of capital primarily through
a diversified portfolio of marketable equity securities selected on a
worldwide basis. It may also invest in debt securities of U.S. and
foreign issuers. Income is an incidental consideration.
- ---------------------------
* These funds are not available for sale in all states. For information,
contact Scudder Investor Services, Inc.
23
<PAGE>
Scudder Gold Fund seeks maximum return (principal change and income)
consistent with investing in a portfolio of gold-related equity
securities and gold.
Scudder Greater Europe Growth Fund seeks long-term growth of capital
through investments primarily in the equity securities of European
companies.
Scudder International Fund seeks long-term growth of capital through
investment principally in a diversified portfolio of marketable equity
securities selected primarily to permit participation in non-U.S.
companies and economies with prospects for growth. It also invests in
fixed-income securities of foreign governments and companies, with a
view toward total investment return.
Scudder Latin America Fund seeks to provide long-term capital
appreciation through investment primarily in the securities of Latin
American issuers.
Scudder Micro Cap Fund seeks long-term growth of capital by investing
primarily in a diversified portfolio of U.S. micro-cap stocks.
Scudder Pacific Opportunities Fund seeks long-term growth of capital
through investment primarily in the equity securities of Pacific Basin
companies, excluding Japan.
Scudder Quality Growth Fund seeks to provide long-term growth of
capital through investment primarily in the equity securities of
seasoned, financially strong U.S. growth companies.
Scudder Small Company Value Fund invests for long-term growth of
capital by seeking out undervalued stocks of small U.S. companies.
Scudder 21st Century Growth Fund seeks long-term growth of capital by
investing primarily in securities of emerging growth companies poised
to be leaders in the 21st century.
Scudder Value Fund seeks long-term growth of capital through investment
in undervalued equity securities.
The Japan Fund, Inc. seeks capital appreciation through investment in
Japanese securities, primarily in common stocks of Japanese companies.
The net asset values of most Scudder Funds can be found daily in the
"Mutual Funds" section of The Wall Street Journal under "Scudder Funds," and in
other leading newspapers throughout the country. Investors will notice the net
asset value and offering price are the same, reflecting the fact that no sales
commission or "load" is charged on the sale of shares of the Scudder Funds. The
latest seven-day yields for the money-market funds can be found every Monday and
Thursday in the "Money-Market Funds" section of The Wall Street Journal. This
information also may be obtained by calling the Scudder Automated Information
Line (SAIL) at 1-800-343-2890.
The Scudder Family of Funds offers many conveniences and services,
including: active professional investment management; broad and diversified
investment portfolios; pure no-load funds with no commissions to purchase or
redeem shares or Rule 12b-1 distribution fees; individual attention from a
service representative of Scudder Investor Relations; easy telephone exchanges
into other Scudder funds; shares redeemable at net asset value at any time.
SPECIAL PLAN ACCOUNTS
(See "Scudder tax-advantaged retirement plans," "Purchases--By
Automatic Investment Plan" and "Exchanges and redemptions--By
Automatic Withdrawal Plan" in the Fund's prospectus.)
Detailed information on any Scudder investment plan, including the
applicable charges, minimum investment requirements and disclosures made
pursuant to Internal Revenue Service (the "IRS") requirements, may be obtained
by contacting Scudder Investor Services, Inc., Two International Place, Boston,
Massachusetts 02110-4103 or by calling toll free, 1-800-225-2470. It is
advisable for an investor considering the funding of the investment plans
described below to consult with an attorney or other investment or tax adviser
24
<PAGE>
with respect to the suitability requirements and tax aspects thereof.
Shares of the Fund may also be a permitted investment under profit
sharing and pension plans and IRA's other than those offered by the Fund's
distributor depending on the provisions of the relevant plan or IRA.
None of the plans assures a profit or guarantees protection against
depreciation, especially in declining markets.
Scudder Retirement Plans: Profit-Sharing and Money Purchase
Pension Plans for Corporations and Self-Employed Individuals
Shares of the Fund may be purchased as the investment medium under a
plan in the form of a Scudder Profit-Sharing Plan (including a version of the
Plan which includes a cash-or-deferred feature) or a Scudder Money Purchase
Pension Plan (jointly referred to as the Scudder Retirement Plans) adopted by a
corporation, a self-employed individual or a group of self-employed individuals
(including sole proprietorships and partnerships), or other qualifying
organization. Each of these forms was approved by the IRS as a prototype. The
IRS's approval of an employer's plan under Section 401(a) of the Internal
Revenue Code will be greatly facilitated if it is in such approved form. Under
certain circumstances, the IRS will assume that a plan, adopted in this form,
after special notice to any employees, meets the requirements of Section 401(a)
of the Internal Revenue Code.
Scudder 401(k): Cash or Deferred Profit-Sharing Plan
for Corporations and Self-Employed Individuals
Shares of the Fund may be purchased as the investment medium under a
plan in the form of a Scudder 401(k) Plan adopted by a corporation, a
self-employed individual or a group of self-employed individuals (including sole
proprietors and partnerships), or other qualifying organization. This plan has
been approved as a prototype by the IRS.
Scudder IRA: Individual Retirement Account
Shares of the Fund may be purchased as the underlying investment for an
Individual Retirement Account which meets the requirements of Section 408(a) of
the Internal Revenue Code.
A single individual who is not an active participant in an
employer-maintained retirement plan, a simplified employee pension plan, or a
tax-deferred annuity program (a "qualified plan"), and a married individual who
is not an active participant in a qualified plan and whose spouse is also not an
active participant in a qualified plan, are eligible to make tax deductible
contributions of up to $2,000 to an IRA prior to the year such individual
attains age 70 1/2. In addition, certain individuals who are active participants
in qualified plans (or who have spouses who are active participants) are also
eligible to make tax-deductible contributions to an IRA; the annual amount, if
any, of the contribution which such an individual will be eligible to deduct
will be determined by the amount of his, her, or their adjusted gross income for
the year. Whenever the adjusted gross income limitation prohibits an individual
from contributing what would otherwise be the maximum tax-deductible
contribution he or she could make, the individual will be eligible to contribute
the difference to an IRA in the form of nondeductible contributions.
An eligible individual may contribute as much as $2,000 of qualified
income (earned income or, under certain circumstances, alimony) to an IRA each
year (up to $2,250 for married couples if one spouse has earned income of no
more than $250). All income and capital gains derived from IRA investments are
reinvested and compound tax-deferred until distributed. Such tax-deferred
compounding can lead to substantial retirement savings.
The table below shows how much individuals would accumulate in a fully
tax-deductible IRA by age 65 (before any distributions) if they contribute
$2,000 at the beginning of each year, assuming average annual returns of 5, 10,
and 15%. (At withdrawal, accumulations in this table will be taxable.)
25
<PAGE>
<TABLE>
<CAPTION>
Value of IRA at Age 65
Assuming $2,000 Deductible Annual Contribution
- -----------------------------------------------------------------------------------------------------------
Starting Annual Rate of Return
Age of ------------------------------------------------------------------------------
Contributions 5% 10% 15%
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
25 $253,680 $973,704 $4,091,908
35 139,522 361,887 999,914
45 69,439 126,005 235,620
55 26,414 35,062 46,699
</TABLE>
This next table shows how much individuals would accumulate in non-IRA
accounts by age 65 if they start with $2,000 in pretax earned income at the
beginning of each year (which is $1,380 after taxes are paid), assuming average
annual returns of 5, 10 and 15%. (At withdrawal, a portion of the accumulation
in this table will be taxable.)
<TABLE>
<CAPTION>
Value of a Non-IRA Account at
Age 65 Assuming $1,380 Annual Contributions
(post tax, $2,000 pretax) and a 31% Tax Bracket
- -----------------------------------------------------------------------------------------------------------
Starting Annual Rate of Return
Age of ------------------------------------------------------------------------------
Contributions 5% 10% 15%
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
25 $119,318 $287,021 $741,431
35 73,094 136,868 267,697
45 40,166 59,821 90,764
55 16,709 20,286 24,681
</TABLE>
Scudder 403(b) Plan
Shares of the Fund may also be purchased as the underlying investment
for tax sheltered annuity plans under the provisions of Section 403(b)(7) of the
Internal Revenue Code. In general, employees of tax-exempt organizations
described in Section 501(c)(3) of the Internal Revenue Code (such as hospitals,
churches, religious, scientific, or literary organizations and educational
institutions) or a public school system are eligible to participate in a 403(b)
plan.
Automatic Withdrawal Plan
Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or more. Payments are mailed at the end
of each month. The check amounts may be based on the redemption of a fixed
dollar amount, fixed share amount, percent of account value or declining
balance. The Plan provides for income dividends and capital gains distributions,
if any, to be reinvested in additional shares. Shares are then liquidated as
necessary to provide for withdrawal payments. Since the withdrawals are in
amounts selected by the investor and have no relationship to yield or income,
payments received cannot be considered as yield or income on the investment and
the resulting liquidations may deplete or possibly extinguish the initial
investment. Requests for increases in withdrawal amounts or to change payee must
be submitted in writing, signed exactly as the account is registered and contain
signature guarantee(s) as described under "Transaction information--Redeeming
shares--Signature guarantees" in the Fund's prospectus. Any such requests must
be received by the Fund's transfer agent by the 15th of the month in which such
change is to take effect. An Automatic Withdrawal Plan may be terminated at any
time by the shareholder, the Corporation or its agent on written notice, and
will be terminated when all shares of the Fund under the Plan have been
liquidated or upon receipt by the Corporation of notice of death of the
shareholder.
An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163.
26
<PAGE>
Group or Salary Deduction Plan
An investor may join a Group or Salary Deduction Plan where
satisfactory arrangements have been made with Scudder Investor Services, Inc.
for forwarding regular investments through a single source. The minimum annual
investment is $240 per investor which may be made in monthly, quarterly,
semiannual or annual payments. The minimum monthly deposit per investor is $20.
Except for trustees or custodian fees for certain retirement plans, at present
there is no separate charge for maintaining group or salary deduction plans;
however, the Corporation and its agents reserve the right to establish a
maintenance charge in the future depending on the services required by the
investor.
The Corporation reserves the right, after notice has been given to the
shareholder, to redeem and close a shareholder's account in the event that the
shareholder ceases participating in the group plan prior to investment of $1,000
per individual or in the event of a redemption which occurs prior to the
accumulation of that amount or which reduces the account value to less than
$1,000 and the account value is not increased to $1,000 within a reasonable time
after notification. An investor in a plan who has not purchased shares for six
months shall be presumed to have stopped making payments under the plan.
Automatic Investment Plan
Shareholders may arrange to make periodic investments through automatic
deductions from checking accounts by completing the appropriate form and
providing the necessary documentation to establish this service. The minimum
investment is $50.
The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular intervals. By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more shares than when the share price is higher. Over a period of time this
investment approach may allow the investor to reduce the average price of the
shares purchased. However, this investment approach does not assure a profit or
protect against loss. This type of regular investment program may be suitable
for various investment goals such as, but not limited to, college planning or
saving for a home.
Uniform Transfers/Gifts to Minors Act
Grandparents, parents or other donors may set up custodian accounts for
minors. The minimum initial investment is $1,000 unless the donor agrees to
continue to make regular share purchases for the account through Scudder's
Automatic Investment Plan (AIP). In this case, the minimum initial investment is
$500.
The Corporation reserves the right, after notice has been given to the
shareholder and custodian, to redeem and close a shareholder's account in the
event that regular investments to the account cease before the $1,000 minimum is
reached.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
(See "Distribution and performance
information--Dividends and capital gains distributions"
in the Fund's prospectus.)
The Corporation intends to follow the practice of distributing
substantially all of the Fund's net investment income, including any excess of
net realized short-term capital gains over net realized long-term capital
losses. The Corporation intends to follow the practice of distributing the
entire excess of the Fund's net realized long-term capital gains over net
realized short-term capital losses. However, if it appears to be in the best
interest of the Fund and its shareholders, the Fund may retain all or part of
such gain for reinvestment after paying the related federal income taxes on
behalf of the shareholders.
The Corporation intends to distribute the Fund's net investment income
and any net realized short-term and long-term capital gains resulting from Fund
investment activity in December to prevent application of a federal excise tax.
An additional distribution may be made within three months of the Fund's fiscal
year end, if necessary. Both types of distributions will be made in shares of
27
<PAGE>
the Fund and confirmations will be mailed to each shareholder unless a
shareholder has elected to receive cash, in which case a check will be sent.
Distributions are taxable, whether made in shares or cash (see "TAXES"). Any
distributions declared in October, November or December with a record date in
such a month and paid during the following January will be treated by
shareholders for federal income tax purposes as if received on December 31 of
the calendar year declared.
PERFORMANCE INFORMATION
(See "Distribution and performance information --
Performance information" in the Fund's prospectus.)
From time to time, quotations of the Fund's performance may be included
in advertisements, sales literature or reports to shareholders or prospective
investors. These performance figures may be calculated in the following manner:
Average Annual Total Return
Average annual total return is the average annual compound rate of
return for the periods of one year, five years and the life of the Fund, ended
on the date of the most recent balance sheet. Average annual total return
quotations reflect changes in the price of the Fund's shares and assume that all
dividends and capital gains distributions during the respective periods were
reinvested in Fund shares. Average annual total return is calculated by
computing the average annual compound rates of return of a hypothetical
investment over such periods, according to the following formula (average annual
total return is then expressed as a percentage):
T = (ERV/P)^1/n - 1
Where:
T = Average Annual Total Return
P = a hypothetical initial investment of $1,000
n = number of years
ERV = ending redeemable value of a hypothetical
$1,000 investment made at the beginning of
the periods of one year or the life of the
Fund (or fractional portion thereof).
Average Annual Total Return for periods ended June 30, 1996*
One Year Five Years Life of the Fund
36.91% 13.98% 6.15%(1)
(1) For the period September 2, 1988 (commencement of operations)
to June 30, 1996.
* If the Adviser had not absorbed a portion of Fund expenses and
had imposed a full management fee, the average annual total
return for the one year and five year periods ended June 30,
1996, and the life of the Fund would have been lower.
As described above, average annual total return is based on historical
earnings and is not intended to indicate future performance. Average annual
total return for the Fund will vary based on changes in market conditions and
the level of the Fund's expenses.
In connection with communicating its average annual total return to
current or prospective shareholders, the Fund also may compare these figures to
the performance of other mutual funds tracked by mutual fund rating services or
to other unmanaged indices which may assume reinvestment of dividends but
generally do not reflect deductions for administrative and management costs.
28
<PAGE>
Cumulative Total Return
Cumulative total return is the cumulative rate of return on a
hypothetical initial investment of $1,000 for a specified period. Cumulative
total return quotations reflect changes in the price of the Fund's shares and
assume that all dividends and capital gains distributions during the period were
reinvested in Fund shares. Cumulative total return is calculated by computing
the cumulative rates of return of a hypothetical investment over such periods,
according to the following formula (cumulative total return is then expressed as
a percentage):
C = (ERV/P) - 1
C = Cumulative Total Return
P = a hypothetical initial investment of $1,000
ERV = ending redeemable value: ERV is the value,
at the end of the applicable period, of a
hypothetical $1,000 investment made at the
beginning of the applicable period.
Cumulative Total Return for periods ended June 30, 1996*
One Year Five Years Life of the Fund
36.91% 92.37% 59.51%(1)
(1) For the period September 2, 1988 (commencement of operations)
to June 30, 1996.
* If the Adviser had not absorbed a portion of Fund expenses and
had imposed a full management fee, the cumulative total return
for the one year and five year periods ended June 30, 1996,
and the life of the Fund would have been lower.
A comparison of the quoted non-standard performance offered for various
investments is valid only if performance is calculated in the same manner. Since
there are different methods of calculating performance, investors should
consider the effects of the methods used to calculate performance when comparing
performance of the Fund with performance quoted with respect to other investment
companies or types of investments.
The Fund's performance is affected by changes in the prices of gold and
other precious metals, the level of stock prices generally, by the Adviser's
selection of securities for the portfolio, by the Fund's expense ratio and other
factors.
Because some of the Fund's investments are denominated in foreign
currencies, the strength or weakness of the U.S. dollar against these currencies
may account for part of the Fund's investment performance. Historical
information on the value of the dollar versus foreign currencies may be used
from time to time in advertisements concerning the Fund. Such historical
information is not indicative of future performance.
Total Return
Total return is the rate of return on an investment for a specified
period of time calculated in the same manner as cumulative total return.
Comparison of Fund Performance
A comparison of the quoted non-standard performance offered for various
investments is valid only if performance is calculated in the same manner. Since
there are different methods of calculating performance, investors should
consider the effects of the methods used to calculate performance when comparing
performance of the Fund with performance quoted with respect to other investment
companies or types of investments.
In connection with communicating its performance to current or
prospective shareholders, the Fund also may compare these figures to the
performance of unmanaged indices which may assume reinvestment of dividends or
29
<PAGE>
interest but generally do not reflect deductions for administrative and
management costs. Examples include, but are not limited to the Dow Jones
Industrial Average, the Consumer Price Index, Standard & Poor's 500 Composite
Stock Price Index (S&P 500), the NASDAQ OTC Composite Index, the NASDAQ
Industrials Index, the Russell 2000 Index, and statistics published by the Small
Business Administration.
From time to time, in advertising and marketing literature, this Fund's
performance may be compared to the performance of broad groups of mutual funds
with similar investment goals, as tracked by independent organizations such as,
Investment Company Data, Inc. ("ICD"), Lipper Analytical Services, Inc.
("Lipper"), CDA Investment Technologies, Inc. ("CDA"), Morningstar, Inc., Value
Line Mutual Fund Survey and other independent organizations. When these
organizations' tracking results are used, the Fund will be compared to the
appropriate fund category, that is, by fund objective and portfolio holdings, or
to the appropriate volatility grouping, where volatility is a measure of a
fund's risk. For instance, a Scudder growth fund will be compared to funds in
the growth fund category; a Scudder income fund will be compared to funds in the
income fund category; and so on. Scudder funds (except for money market funds)
may also be compared to funds with similar volatility, as measured statistically
by independent organizations.
From time to time, in marketing and other Fund literature, Directors
and officers of the Fund, the Fund's portfolio manager, or members of the
portfolio management team may be depicted and quoted to give prospective and
current shareholders a better sense of the outlook and approach of those who
manage the Fund. In addition, the assets that the Adviser has under management
in various geographical areas may be quoted in advertising and marketing
materials.
The Fund may be advertised as an investment choice in Scudder's college
planning program. The description may contain illustrations of projected future
college costs based on assumed rates of inflation and examples of hypothetical
fund performance, calculated as described above.
Statistical and other information, as provided by the Social Security
Administration, may be used in marketing materials pertaining to retirement
planning in order to estimate future payouts of social security benefits.
Estimates may be used on demographic and economic data.
Marketing and other Fund literature may include a description of the
potential risks and rewards associated with an investment in the Fund. The
description may include a "risk/return spectrum" which compares the Fund to
other Scudder funds or broad categories of funds, such as money market, bond or
equity funds, in terms of potential risks and returns. Money market funds are
designed to maintain a constant $1.00 share price and have a fluctuating yield.
Share price, yield and total return of a bond fund will fluctuate. The share
price and return of an equity fund also will fluctuate. The description may also
compare the Fund to bank products, such as certificates of deposit. Unlike
mutual funds, certificates of deposit are insured up to $100,000 by the U.S.
government and offer a fixed rate of return.
Because bank products guarantee the principal value of an investment
and money market funds seek stability of principal, these investments are
considered to be less risky than investments in either bond or equity funds,
which may involve the loss of principal. However, all long-term investments,
including investments in bank products, may be subject to inflation risk, which
is the risk of erosion of the value of an investment as prices increase over a
long time period. The risks/returns associated with an investment in bond or
equity funds depend upon many factors. For bond funds these factors include, but
are not limited to, a fund's overall investment objective, the average portfolio
maturity, credit quality of the securities held, and interest rate movements.
For equity funds, factors include a fund's overall investment objective, the
types of equity securities held and the financial position of the issuers of the
securities. The risks/returns associated with an investment in international
bond or equity funds also will depend upon currency exchange rate fluctuation.
A risk/return spectrum generally will position the various investment
categories in the following order: bank products, money market funds, bond funds
and equity funds. Shorter-term bond funds generally are considered less risky
and offer the potential for less return than longer-term bond funds. The same is
true of domestic bond funds relative to international bond funds, and bond funds
that purchase higher quality securities relative to bond funds that purchase
lower quality securities. Growth and income equity funds are generally
considered to be less risky and offer the potential for less return than growth
funds. In addition, international equity funds usually are considered more risky
than domestic equity funds but generally offer the potential for greater return.
30
<PAGE>
Risk/return spectrums also may depict funds that invest in both
domestic and foreign securities or a combination of bond and equity securities.
Internet access
World Wide Web Site -- The address of the Scudder Funds site is
http://funds.scudder.com. The site offers guidance on global investing and
developing strategies to help meet financial goals and provides access to the
Scudder investor relations department via e-mail. The site also enables users to
access or view fund prospectuses and profiles with links between summary
information in Profiles and details in the Prospectus. Users can fill out new
account forms on-line, order free software, and request literature on funds.
The site is designed for interactivity, simplicity and maneuverability.
A section entitled "Planning Resources" provides information on asset
allocation, tuition, and retirement planning to users who fill out interactive
"worksheets." Investors can easily establish a "Personal Page," that presents
price information, updated daily, on funds they're interested in following. The
"Personal Page" also offers easy navigation to other parts of the site. Fund
performance data from both Scudder and Lipper Analytical Services, Inc. are
available on the site. Also offered on the site is a news feature, which
provides timely and topical material on the Scudder Funds.
Scudder has communicated with shareholders and other interested parties
on Prodigy since 1988 and has participated since 1994 in GALT's Networth
"financial marketplace" site on the Internet. The firm made Scudder Funds
information available on America Online in early 1996.
Account Access -- Scudder is among the first mutual fund families to
allow shareholders to manage their fund accounts through the World Wide Web.
Scudder Fund shareholders can view a snapshot of current holdings, review
account activity and move assets between Scudder Fund accounts.
Scudder's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web site. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
users can change their current password or disable access to their portfolio
through the World Wide Web.
An Account Activity option reveals a financial history of transactions
for an account, with trade dates, type and amount of transaction, share price
and number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.
A Call Me(TM) feature enables users to speak with a Scudder Investor
Relations telephone representative while viewing their account on the Web site.
In order to use the Call Me(TM) feature, an individual must have two phone lines
and enter on the screen the phone number that is not being used to connect to
the Internet. They are connected to the next available Scudder Investor
Relations representative from 8 a.m. to 8 p.m. eastern time.
Evaluation of Fund performance made by independent sources may also be
used in advertisements concerning the Fund, including reprints of, or selections
from, editorials or articles about this Fund. Sources for Fund performance
information and articles about the Fund may include the following:
American Association of Individual Investors' Journal, a monthly publication of
the AAII that includes articles on investment analysis techniques.
Asian Wall Street Journal, a weekly Asian newspaper that often reviews U.S.
mutual funds investing internationally.
Banxquote, an on-line source of national averages for leading money market and
bank CD interest rates, published on a weekly basis by Masterfund, Inc. of
Wilmington, Delaware.
31
<PAGE>
Barron's, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.
Business Week, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds investing abroad.
CDA Investment Technologies, Inc., an organization which provides performance
and ranking information through examining the dollar results of hypothetical
mutual fund investments and comparing these results against appropriate market
indices.
Consumer Digest, a monthly business/financial magazine that includes a "Money
Watch" section featuring financial news.
Financial Times, Europe's business newspaper, which features from time to time
articles on international or country-specific funds.
Financial World, a general business/financial magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.
Forbes, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.
Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.
The Frank Russell Company, a West-Coast investment management firm that
periodically evaluates international stock markets and compares foreign equity
market performance to U.S. stock market performance.
Global Investor, a European publication that periodically reviews the
performance of U.S. mutual funds investing internationally.
Handy and Harman, a major New York-based gold fabricator and metal refiner that
issues public quotes on gold prices daily.
IBC Money Fund Report, a weekly publication of IBC Financial Data, Inc.,
reporting on the performance of the nation's money market funds, summarizing
money market fund activity and including certain averages as performance
benchmarks, specifically "IBC's Money Fund Average," and "IBC's Government Money
Fund Average."
Ibbotson Associates, Inc., a company specializing in investment research and
data.
Investment Company Data, Inc., an independent organization which provides
performance ranking information for broad classes of mutual funds.
Investor's Business Daily, a daily newspaper that features financial, economic,
and business news.
Kiplinger's Personal Finance Magazine, a monthly investment advisory publication
that periodically features the performance of a variety of securities.
Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis, a weekly
publication of industry-wide mutual fund averages by type of fund.
Money, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.
Morgan Stanley International, an integrated investment banking firm that
compiles statistical information.
32
<PAGE>
Mutual Fund Values, a biweekly Morningstar, Inc. publication that provides
ratings of mutual funds based on fund performance, risk and portfolio
characteristics.
The New York Times, a nationally distributed newspaper which regularly covers
financial news.
The No-Load Fund Investor, a monthly newsletter, published by Sheldon Jacobs,
that includes mutual fund performance data and recommendations for the mutual
fund investor.
No-Load Fund*X, a monthly newsletter, published by DAL Investment Company, Inc.,
that reports on mutual fund performance, rates funds and discusses investment
strategies for the mutual fund investor.
Personal Investing News, a monthly news publication that often reports on
investment opportunities and market conditions.
Personal Investor, a monthly investment advisory publication that includes a
"Mutual Funds Outlook" section reporting on mutual fund performance measures,
yields, indices and portfolio holdings.
Smart Money, a national personal finance magazine published monthly by Dow Jones
and Company, Inc. and The Hearst Corporation. Focus is placed on ideas for
investing, spending and saving.
Success, a monthly magazine targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.
United Mutual Fund Selector, a semi-monthly investment newsletter, published by
Babson United Investment Advisors, that includes mutual fund performance data
and reviews of mutual fund portfolios and investment strategies.
USA Today, a leading national daily newspaper.
U.S. News and World Report, a national business weekly that periodically reports
mutual fund performance data.
Wall Street Journal, a Dow Jones and Company, Inc. newspaper which regularly
covers financial news.
Wiesenberger Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds, management policies, salient features, management results,
income and dividend records and price ranges.
Working Woman, a monthly publication that features a "Financial Workshop"
section reporting on the mutual fund/financial industry.
Worth, a national publication put out 10 times per year by Capital Publishing
Company, a subsidiary of Fidelity Investments. Focus is placed on personal
financial journalism.
FUND ORGANIZATION
(See "Fund organization" in the Fund's prospectus.)
The Corporation is a Maryland corporation organized in March 1988. The
Corporation currently offers shares of common stock of one investment fund which
represents interests in the Fund. The authorized capital stock of the
Corporation consists of 100 million shares of a par value of $0.01 each. Shares
are divided into classes, one of which represents interests in the one
investment fund currently offered by the Corporation. Shares of each class have
equal rights as to voting, redemption, dividends and liquidation. Shareholders
have one vote for each share held. All shares issued and outstanding are fully
paid and nonassessable, transferable, and redeemable at net asset value of the
relevant fund at the option of the shareholder. Shares have no preemptive or
conversion rights.
The shares of the Corporation have noncumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors if they choose to do so, and, in such
33
<PAGE>
event, the holders of the remaining less than 50% of the shares voting for the
election of directors will not be able to elect any person or persons to the
Board of Directors. Shareholders of the Corporation generally vote by class,
rather than in the aggregate, except with respect to the election of directors
and the selection of independent accountants.
The Articles of Incorporation provide that the Directors of the
Corporation shall not be liable for any action taken by them in good faith. The
By-Laws provide that the Corporation will indemnify Directors and officers of
the Corporation against liabilities and expenses actually incurred in connection
with litigation in which they may be involved because of their positions with
the Corporation. However, nothing in the Articles of Incorporation or the
By-Laws protects or indemnifies a Director or officer against any liability to
which he or she would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.
INVESTMENT ADVISER
(See "Fund organization--Investment adviser" in the Fund's prospectus.)
The principal source of the Adviser's income is professional fees
received from providing continuous investment advice, and the firm derives no
income from brokerage or underwriting of securities. Today, it provides
investment counsel for many individuals and institutions, including insurance
companies, colleges, industrial corporations, and financial and banking
organizations. In addition, it manages Montgomery Street Income Securities,
Inc., Scudder California Tax Free Trust, Scudder Cash Investment Trust, Scudder
Equity Trust, Scudder Fund, Inc., Scudder Funds Trust, Scudder Global Fund,
Inc., Scudder GNMA Fund, Scudder Portfolio Trust, Scudder Institutional Fund,
Inc., Scudder International Fund, Inc., Scudder Investment Trust, Scudder
Municipal Trust, Scudder Mutual Funds, Inc., Scudder New Asia Fund, Inc.,
Scudder New Europe Fund, Inc., Scudder Securities Trust, Scudder State Tax Free
Trust, Scudder Tax Free Money Fund, Scudder Tax Free Trust, Scudder U.S.
Treasury Money Fund, Scudder Variable Life Investment Fund, Scudder World Income
Opportunities Fund, Inc., The Argentina Fund, Inc., The Brazil Fund, Inc., The
First Iberian Fund, Inc., The Korea Fund, Inc., The Japan Fund, Inc. and The
Latin America Dollar Income Fund, Inc. Some of the foregoing companies or trusts
have two or more series.
The Adviser also provides investment advisory services to the mutual
funds which comprise the AARP Investment Program from Scudder. The AARP
Investment Program from Scudder has assets over $12 billion and includes the
AARP Growth Trust, AARP Income Trust, AARP Tax Free Income Trust and AARP Cash
Investment Funds.
The Adviser maintains a large research department, which conducts
continual studies of the factors that affect the position of various industries,
companies and individual securities. In this work, the Adviser utilizes certain
reports and statistics from a variety of sources, including brokers and dealers
who may execute portfolio transactions for the Fund and other clients of the
Adviser, but conclusions are based primarily on investigations and critical
analyses by the Adviser's own research specialists. However, the Adviser regards
this information and material as an adjunct to its own research activities. In
selecting the securities in which the Fund may invest, the conclusions and
investment decisions of the Adviser with respect to the Fund are based primarily
on the analyses of its own research department.
Certain investments may be appropriate for the Fund and also for other
clients advised by the Adviser. Investment decisions for the Fund and other
clients are made with a view to achieving their respective investment objectives
and after consideration of such factors as their current holdings, availability
of cash for investment and the size of their investments generally. Frequently,
a particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or sales
of the same security may be made for two or more clients on the same date. In
such event, such transactions will be allocated among the clients in a manner
believed by the Adviser to be equitable to each. In some cases, this procedure
could have an adverse effect on the price or amount of the securities purchased
or sold by the Fund. Purchase and sale orders for the Fund may be combined with
those of other clients of the Adviser in the interest of most favorable net
results to the Fund.
The investment advisory agreement with the Adviser (the "Agreement")
was last approved by the Directors on June 4, 1996 and by the shareholders of
the Fund on September 4, 1996. The Agreement is dated September 5, 1996 and will
34
<PAGE>
continue in effect until September 30, 1997 and from year to year thereafter
only if its continuance is approved annually by the vote of a majority of those
Directors who are not parties to such Agreement or interested persons of the
Adviser or the Corporation, cast in person at a meeting called for the purpose
of voting on such approval, and either by vote of the Corporation's Directors or
of the outstanding voting securities of the Fund. The Agreement may be
terminated at any time without payment of penalty by either party on 60 days'
written notice, and automatically terminates in the event of its assignment.
Under the Agreement, the Adviser regularly provides the Fund with
investment research, advice and supervision and continually furnishes an
investment program for the Fund's portfolio consistent with the Fund's
investment objective and policies and determines what securities shall be
purchased for the portfolio of the Fund, what portfolio securities shall be held
or sold by the Fund, and what portion of the Fund's assets shall be held
uninvested, subject to the provisions of the Corporation's Articles of
Incorporation and By-Laws and of the 1940 Act and to the Fund's investment
objective, policies and restrictions, and subject, further, to such policies and
instructions as the Directors of the Corporation may from time to time
establish. The Adviser also advises and assists the officers of the Corporation
in taking such steps as are necessary or appropriate to carry out the decisions
of its Directors and the appropriate committees of such Directors regarding the
conduct of the business of the Fund.
The Adviser pays the compensation and expenses of all officers and
executive employees of the Corporation and makes available, without expense to
the Corporation or the Fund, the services of such affiliated persons as may duly
be elected officers or Directors of the Corporation, subject to their individual
consent to serve and to any limitations imposed by law, and pays the
Corporation's office rent and provides investment advisory, research and
statistical facilities and all clerical services relating to research,
statistical and investment work. For these services the Fund pays the Adviser in
monthly installments an annual fee equal to approximately 1.0% of the average
daily net assets of the Fund on an annual basis.
The Agreement provides that the Adviser will reimburse the Fund for
annual expenses to the extent required by the lowest expense limitations imposed
by the states in which the Fund will offer its shares, although no payments are
required to be made by the Adviser pursuant to this reimbursement provision in
excess of the annual fee paid by the Fund to the Adviser. Management has been
advised that the lowest of such limitations is presently 2 1/2% of such net
assets up to $30 million, 2% of the next $70 million of such net assets and 1
1/2% of such net assets in excess of that amount. Certain expenses such as
brokerage commissions, taxes, extraordinary expenses and interest are excluded
from such limitation, and other expenses may be excluded from time to time. Any
such fee advance required to be returned to the Fund will be returned as
promptly as practicable after the end of the Fund's fiscal year. However, no fee
payment will be made to the Adviser during any fiscal year which will cause
year-to-date expenses to exceed the cumulative pro-rata expense limitation at
the time of such payment. For the fiscal year ended June 30, 1996, the Adviser
did not reimburse the Fund.
The net investment advisory fees for the fiscal years ended June 30,
1996, 1995 and 1994 were $1,545,158, $1,281,161 and $1,137,467, respectively.
Under the Agreement, the Fund is responsible for all of the other
expenses relating to its operations including clerical salaries; fees and
expenses incurred in connection with membership in investment company
organizations; broker's commissions; legal, auditing and accounting expenses;
taxes and governmental fees; the fees and expenses of the transfer agent; the
cost of preparing share certificates and any other expenses, including clerical
expenses of issuance, redemption or repurchase of shares; the expenses of and
the fees for registering or qualifying securities for sale; the fees and
expenses of the Directors of the Corporation who are not affiliated with the
Adviser; the cost of preparing and distributing reports and notices to
shareholders; and the fees and disbursements of custodians. The Fund may arrange
to have third parties assume all or part of the expenses of sale, underwriting
and distribution of shares of the Fund. The Fund is also responsible for its
expenses incurred in connection with litigation, proceedings and claims and the
legal obligation it may have to indemnify its officers and Directors with
respect thereto. Expenses incurred on a Corporation-wide basis will be allocated
pro rata among all investment funds of the Corporation, including the Fund, on
the basis of their relative net assets.
The Agreement expressly provides that the Adviser shall not be required
to pay a pricing agent for portfolio pricing services relating to the Fund, if
any.
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<PAGE>
The Agreement also provides that the Fund may use any name derived from
the name "Scudder, Stevens & Clark" only as long as the Agreement remains in
effect.
In reviewing the terms of the Agreement and in discussions with the
Adviser concerning such Agreement, the Directors of the Corporation who are not
"interested persons" of the Fund have been represented by independent counsel at
the Fund's expense. Willkie Farr & Gallagher serves as counsel for the Fund and
also for Scudder Investor Services, Inc.
The Agreement provides that the Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with matters to which the Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Adviser in the performance of its duties or from reckless disregard by the
Adviser of its obligations and duties under the Agreement.
Officers and employees of the Adviser from time to time may have
transactions with various banks, including the Corporation's custodian bank. It
is the Adviser's opinion that the terms and conditions of those transactions
which have occurred were not influenced by existing or potential custodial or
other Corporation or Fund relationships.
None of the officers or Directors of the Corporation may have dealings
with the Corporation as principals in the purchase or sale of securities, except
as individual subscribers or holders of shares of the Corporation.
Personal Investments by Employees of the Adviser
Employees of the Adviser are permitted to make personal securities
transactions, subject to requirements and restrictions set forth in the
Adviser's Code of Ethics. The Code of Ethics contains provisions and
requirements designed to identify and address certain conflicts of interest
between personal investment activities and the interests of investment advisory
clients such as the Fund. Among other things, the Code of Ethics, which
generally complies with standards recommended by the Investment Company
Institute's Advisory Group on Personal Investing, prohibits certain types of
transactions absent prior approval, imposes time periods during which personal
transactions may not be made in certain securities, and requires the submission
of duplicate broker confirmations and monthly reporting of securities
transactions. Additional restrictions apply to portfolio managers, traders,
research analysts and others involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
<TABLE>
<CAPTION>
DIRECTORS AND OFFICERS
Position with
Position with Principal Underwriter, Scudder
Name, Age and Address Corporation Occupation* Investor Services, Inc.
- --------------------- ----------- ----------- -----------------------
<S> <C> <C> <C>
Daniel Pierce@# (62) President and Director Chairman of the Board Vice President,
and Managing Director Director and Assistant
of Scudder, Stevens & Treasurer
Clark, Inc.
Thomas J. Devine (69) Director Consultant --
641 Lexington Avenue
New York, NY 10022
Keith R. Fox (42) Director President, Exeter
10 East 53rd Street Capital Management
New York, NY 10022 Corporation
Dudley H. Ladd @# (52) Director Managing Director of Senior Vice President
Scudder, Stevens & and Director
Clark, Inc.
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<PAGE>
Position with
Position with Principal Underwriter, Scudder
Name, Age and Address Corporation Occupation* Investor Services, Inc.
- --------------------- ----------- ----------- -----------------------
Dr. Gordon Shillinglaw (71) Director Professor Emeritus of --
Columbia University Accounting, Columbia
196 Villard Avenue University Graduate
Hastings-on-Hudson, NY 10706 School of Business
Robert G. Stone, Jr. (73) Honorary Director Chairman of the Board --
405 Lexington Avenue and Director, Kirby
39th Floor Corporation (marine
New York, NY 10174 transportation, diesel
repair and property and
casualty insurance in
Puerto Rico)
Jerard K. Hartman+ (63) Vice President Managing Director of --
Scudder, Stevens &
Clark, Inc.
Thomas W. Joseph@ (57) Vice President Principal of Scudder, Vice President,
Stevens & Clark, Inc. Director, Treasurer and
Assistant Clerk
David S. Lee@ (62) Vice President Managing Director of President, Assistant
Scudder, Stevens & Treasurer and Director
Clark, Inc.
Thomas F. McDonough@ (49) Vice President and Principal of Scudder, Clerk
Secretary Stevens & Clark, Inc.
Pamela A. McGrath@ (42) Vice President and Managing Director of --
Treasurer Scudder, Stevens &
Clark, Inc.
Edward J. O'Connell+ (51) Vice President and Principal of Scudder, Assistant Treasurer
Assistant Treasurer Stevens & Clark, Inc.
Juris Padegs+ (65) Vice President and Managing Director of --
Assistant Secretary Scudder, Stevens &
Clark, Inc.
Kathryn L. Quirk+ (43) Vice President and Managing Director of Vice President
Assistant Secretary Scudder, Stevens &
Clark, Inc.
Coleen Downs Dinneen@ (35) Assistant Secretary Vice President of Assistant Clerk
Scudder, Stevens &
Clark, Inc.
</TABLE>
* Unless otherwise stated, all the Directors and officers have been
associated with their respective companies for more than five years,
but not necessarily in the same capacity.
+ Address: 345 Park Avenue, New York, New York 10154
@ Address: Two International Place, Boston, Massachusetts 02110
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<PAGE>
# Messrs. Ladd and Pierce are members of the Executive Committee, which
may exercise all of the powers of the Directors when they are not in
session.
As of September 30, 1996 all Directors and officers of the Corporation
as a group owned beneficially (as the term is defined in Section 13(d) under the
Securities Exchange Act of 1934) less than 1% of the Fund.
As of September 30, 1996, 2,077,472 shares in the aggregate, 13.78% of
the outstanding shares of the Fund, were held in the name of Charles Schwab &
Company, 101 Montgomery Street, San Francisco, CA 94104-4122, who may be deemed
to be the beneficial owner of certain of these shares, but disclaims any
beneficial ownership therein.
To the best of the Fund's knowledge, as of September 30, 1996, no
person owned beneficially more than 5% of the Fund's outstanding shares except
as stated above.
The Directors and officers of the Corporation also serve in similar
capacities with other Scudder funds.
REMUNERATION
Several of the officers and Directors of the Corporation may be
officers or employees of the Adviser or of Scudder Investor Services, Inc., from
whom they receive compensation, as a result of which they may be deemed to
participate in the fees paid to the Adviser. The Corporation pays no direct
remuneration to any officer of the Corporation. However, each of the
Corporation's Directors who is not affiliated with the Adviser will be
compensated for all expenses relating to Corporation business (specifically
including travel expenses relating to Corporation business). Each of these
unaffiliated Directors receives an annual Director's fee of $4,000 plus $400 for
attending each Directors' meeting, audit committee meeting or meeting held for
the purpose of considering arrangements between the Corporation and the Adviser
or any of its affiliates. Each unaffiliated Director also receives $150 per
committee meeting, other than an audit committee meeting or contract meeting,
attended. For the fiscal year ended June 30, 1996, such fees imposed totaled
$28,616.
The following Compensation Table provides, in tabular form, the following data:
Column (1) All Directors who receive compensation from the Corporation.
Column (2) Aggregate compensation received by a Director from the Corporation.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund Complex. Scudder Mutual Funds, Inc. does not pay its Directors
such benefits.
Column (5) Total compensation received by a Director from the Corporation plus
compensation received from all funds managed by the Adviser for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
a Director for serving on the board of a closed-end fund is greater than the
compensation received by a Director for serving on the board of an open-end
fund.
38
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1995
- ----------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Total
Compensation From
Pension or the Corporation
Retirement Estimated and Scudder Fund
Benefits Accrued Annual Complex Paid to
Name of Person, Aggregate Compensation from the As Part of Fund Benefits Upon Director
Position Corporation* Complex Expenses Retirement
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas J. Devine, $ 9,000 N/A N/A $146,267
Director (17 funds)
Keith R. Fox, $ 0+ N/A N/A $ 1,686
Director (2 funds)
Gordon Shillinglaw, $ 9,400 N/A N/A $102,097
Director (15 funds)
Robert G. Stone, Jr.,** $ 9,000 $6,788@ $6,000@ $144,302
Honorary Director (15 funds)
</TABLE>
* The Corporation consists of one fund: Scudder Gold Fund.
+ Mr. Fox became a Director of the Corporation on January 1, 1996.
** Mr. Stone became an Honorary Director of the Corporation on January 1,
1996.
@ Retirement benefits accrued and proposed to be paid as additional
compensation for serving on the Board of The Japan Fund, Inc.
DISTRIBUTOR
The Fund has an underwriting agreement with Scudder Investor Services,
Inc. (the "Distributor"), a Massachusetts corporation, which is a subsidiary of
Scudder, Stevens & Clark, Inc., a Delaware corporation. The Fund's underwriting
agreement dated September 2, 1988 will remain in effect from year to year
thereafter only if its continuance is approved annually by a majority of the
members of the Directors who are not parties to such agreement or interested
persons of any such party and either by vote of a majority of the Board of
Directors or a majority of the outstanding voting securities of the Corporation.
The underwriting agreement was most recently approved by the Directors on
September 4, 1996.
Under the underwriting agreement, the Fund is responsible for: the
payment of all fees and expenses in connection with the preparation and filing
with the SEC of the registration statement and prospectus and any amendments and
supplements thereto relating to the Fund, the registration and qualification of
Fund shares for sale in the various states, including registering the Fund as a
broker/dealer in various states, as required; the fees and expenses of
preparing, printing and mailing prospectuses (see below for expenses relating to
prospectuses paid by the Distributor), notices, proxy statements, reports or
other communications (including newsletters) to shareholders of the Fund; the
cost of printing and mailing confirmations of purchases of Fund shares and the
prospectuses accompanying such confirmations; any issuance taxes or any initial
transfer taxes; a portion of shareholder toll-free telephone charges and
expenses of shareholder service representatives, the cost of wiring funds for
share purchases and redemptions (unless paid by the shareholder who initiates
the transaction); the cost of printing and postage of business reply envelopes;
and a portion of the cost of computer terminals used by both the Fund and the
Distributor.
The Distributor will pay for printing and distributing prospectuses or
reports prepared for its use in connection with the offering of the shares of
the Fund to the public and preparing, printing and mailing any other literature
or advertising in connection with the offering of shares of the Fund to the
public. The Distributor will pay all fees and expenses in connection with its
qualification and registration as a broker or dealer under federal and state
laws, a portion of the cost of toll-free telephone service and expenses of
shareholder service representatives, a portion of the cost of computer
terminals, and of any activity which is primarily intended to result in the sale
of shares of the Fund issued by the Corporation.
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<PAGE>
Note: Although the Fund currently has no 12b-1 Plan and shareholder approval
would be required in order to adopt one, the underwriting agreement provides
that the Fund will also pay those fees and expenses permitted to be paid or
assumed by the Fund pursuant to a 12b-1 Plan, if any, adopted by the Fund,
notwithstanding any other provision to the contrary in the underwriting
agreement, and the Fund or a third party will pay those fees and expenses not
specifically allocated to the Distributor in the underwriting agreement.
As agent, the Distributor will offer the Fund's shares on a continuous
basis to investors in all states. The underwriting agreement provides that the
Distributor accepts orders for Fund shares at net asset value as no sales
commission or load is charged the investor. The Distributor has made no firm
commitment to acquire shares of the Fund.
TAXES
(See "Distribution and performance information--Dividends and capital
gains distributions" and "Transaction information--Tax information,
Tax identification number" in the Fund's prospectus.)
The Fund has elected to be treated as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"), or a predecessor statute and has qualified as such since its inception.
It intends to continue to qualify for such treatment. Such qualification does
not involve governmental supervision or management of investment practices or
policy.
As a regulated investment company qualifying under Subchapter M of the
Code, the Fund is required to distribute to its shareholders at least 90 percent
of its investment company taxable income (including net short-term capital gain)
and generally is not subject to federal income tax to the extent that it
distributes annually its investment company taxable income and net realized
capital gains in the manner required under the Code.
Investment company taxable income generally is made of dividends,
interest, and net short-term capital gains in excess of net long-term capital
losses, less expenses. Net capital gains (the excess of net long-term capital
gain over net short-term capital loss) are computed by taking into account any
capital loss carryforward of the Fund.
In order to qualify as a regulated investment company, the Fund may
earn no more than 30% of its annual gross income from the sale of securities
held for less than three months. This requirement may limit the Fund's ability
to sell securities held for less than three months; effect short sales of
securities held for less than three months (or of substantially identical
securities); write options which expire in less than three months; and effect
closing transactions with respect to call or put options that have been written
or purchased within the preceding three months. In addition, no more than 10% of
the Fund's gross income may be from nonqualifying sources, including income from
investments in precious metals and precious metals futures and options
transactions. The Fund may therefore need to limit the extent to which it makes
such investments in order to qualify as a regulated investment company.
The Fund is subject to a 4% nondeductible excise tax calculated as a
percentage of certain undistributed amounts of taxable income and capital gain.
The Fund has established distribution policies which should minimize or
eliminate the application of this tax.
Distributions of taxable net investment income and the excess of net
short-term capital gain over net long-term capital loss are taxable to
shareholders as ordinary income.
Distributions of the excess of net long-term capital gain over net
short-term capital loss are taxable to a shareholder as long-term capital gain,
regardless of the length of time the shareholder has held shares of the Fund.
Such distributions are not eligible for the dividends-received deduction. Any
loss realized upon the redemption of shares within six months from the date of
their purchase will be treated as a long-term capital loss to the extent of any
amounts treated as distributions of long-term capital gain during such six-month
period.
Distributions of taxable net investment income and net realized capital
gains will be taxable as described above, whether received in shares or in cash.
Shareholders electing to receive distributions in the form of additional shares
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<PAGE>
will have a cost basis for federal income tax purposes in each share so received
equal to the net asset value of a share on the reinvestment date.
All distributions of taxable net investment income and net realized
capital gain, whether received in shares or in cash, must be reported by each
shareholder on his or her federal income tax return. Dividends declared in
October, November or December with a record date in such a month and paid during
the following January will be treated by shareholders for federal income tax
purposes as if received on December 31 of the calendar year declared.
Redemptions of shares, including exchanges for shares of another Scudder Fund,
may result in the recognition of gain or loss by the shareholder.
Distributions by the Fund result in a reduction in the net asset value
of the Fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to the
shareholder as ordinary income or capital gain as described above, even though,
from an investment standpoint, it may constitute a partial return of capital. In
particular, investors should consider the tax implications of buying shares just
prior to a distribution. The price of shares purchased at that time includes the
amount of the forthcoming distribution. Those purchasing just prior to a
distribution will then receive a partial return of capital upon the
distribution, which will nevertheless be taxable to them.
The Fund may qualify for and make an election which would allow
shareholders to claim a credit or deduction on their federal income tax returns
for foreign taxes paid by the Fund. Should the Fund elect to do so, shareholders
would be required to treat as part of the amounts distributed to them, their pro
rata portion of qualified taxes paid by the Fund to foreign countries. The Fund
will be qualified to make the election if more than 50% of the value of the
total assets of the Fund at the close of its taxable year consists of securities
in foreign corporations. The foreign tax credit available to shareholders is
subject to certain limitations imposed by Section 904 of the Code. No deduction
for foreign taxes may be claimed by shareholders who do not itemize deductions
on their federal income tax returns, although any such shareholder may claim a
credit for foreign taxes and in any event will be treated as having taxable
income in respect to the shareholder's pro rata share of foreign taxes paid by
the Fund. For any year for which such an election is made, the Fund will report
to shareholders (no later than 60 days after the close of its fiscal year) the
amount per share of such foreign taxes that must be included in the
shareholder's gross income and will be available as a deduction or credit.
No gain or loss is recognized by the Fund upon payment of a premium in
connection with the purchase of a put or call option. The character of any gain
or loss recognized (i.e., long-term or short-term) will generally depend, in the
case of a lapse or sale of the option, on the Fund's holding period for the
option and, in the case of an exercise of the put option purchased by the Fund,
on the Fund's holding period for the underlying stock it sells pursuant to the
put option. The purchase of a put option may constitute a short sale for federal
income tax purposes, causing an adjustment in the holding period of the
underlying stock in the Fund's portfolio. If the Fund writes a put or call
option, no gain or loss is recognized upon its receipt of a premium. If the
option lapses or is closed out, any gain or loss is treated as a short-term
capital gain or loss. If a purchaser exercises a call option written by the Fund
and such call option is exercised, the character of the gain or loss recognized
by the Fund will depend on the Fund's holding period for the underlying stock
sold pursuant to such exercise. The exercise of an equity put option written by
the Fund is not a taxable transaction for the Fund.
Many futures contracts (including foreign currency futures contracts)
entered into by the Fund, certain forward currency contracts, and all listed
nonequity options written or purchased by the Fund (including options on debt
securities, options on futures contracts, options on securities indexes and
options on broad-based stock indexes) will be considered "Section 1256"
contracts under the Code. Absent an election to the contrary, gain or loss
attributable to the lapse, exercise or closing out of any such position will be
treated as 60% long-term and 40% short-term. Moreover, on the last trading day
of the Fund's fiscal year, all outstanding Section 1256 positions will be marked
to market (i.e. treated as if such positions were closed out at their closing
price on such day), with any resulting gain or loss recognized. Under certain
circumstances, entry into a futures contract to sell a security held by the Fund
may constitute a short sale of that security for federal income tax purposes,
causing an adjustment in the Fund's holding period for that security.
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<PAGE>
Under Section 988 of the Code, discussed below, foreign currency gains
or loss from foreign currency related forward contracts, certain futures and
similar financial instruments entered into or acquired by a Fund will be treated
as ordinary income or loss.
The Fund intends to invest up to 25% of its assets in a foreign
subsidiary of the Corporation which invests in gold, silver, platinum and
palladium bullion and in gold and silver coins. The Corporation intends that the
subsidiary be structured so that it will not be subject to tax in the U.S.
However, the Fund (or its shareholders) may be subject to tax on the income of
the subsidiary, regardless of whether the income is distributed to the Fund.
The Fund may invest in shares of certain foreign corporations which may
be classified under the Code as passive foreign investment companies ("PFICs").
If the Fund receives a so-called "excess distribution" with respect to PFIC
stock, the Fund itself may be subject to a tax on a portion of the excess
distribution. Certain distributions from a PFIC as well as gains from the sale
of the PFIC shares are treated as "excess distributions." In general, under the
PFIC rules, an excess distribution is treated as having been realized ratably
over the period during which the Fund held the PFIC shares. The Fund will be
subject to tax on the portion, if any, of an excess distribution that is
allocated to prior Fund taxable years and an interest factor will be added to
the tax, as if the tax had been payable in such prior taxable years. Excess
distributions allocated to the current taxable year are characterized as
ordinary income even though, absent application of the PFIC rules, certain
excess distributions might have been classified as capital gain.
Proposed regulations have been issued which may allow the Fund to make
an election to mark to market its shares of these foreign investment companies
in lieu of being subject to U.S. federal income taxation. At the end of each
taxable year to which the election applies, the Fund would report as ordinary
income the amount by which the fair market value of the foreign company's stock
exceeds the Fund's adjusted basis in these shares. No mark to market losses may
be recognized. The effect of the election would be to treat excess distributions
and gain on dispositions as ordinary income which is not subject to a fund level
tax when distributed to shareholders as a dividend. Alternatively, the Fund may
elect to include as income and gain its share of the ordinary earnings and net
capital gain of certain foreign investment companies in lieu of being taxed in
the manner described above.
Backup withholding may be required if the Fund is notified by the IRS
or a broker that the taxpayer identification number furnished by the shareholder
is incorrect or that the shareholder has previously failed to report interest or
dividend income.
Shareholders of the Fund may be subject to state and local taxes on
distributions received from the Fund and on redemptions of the Fund's shares.
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. In January of each year the Fund issues to each
shareholder a statement of the federal income tax status of all distributions
made for the previous year.
The foregoing discussion of U.S. federal income tax law relates solely
to the application of that law to U.S. persons, i.e., U.S. citizens and
residents and U.S. domestic corporations, partnerships, trusts and estates. Each
shareholder who is not a U.S. person should consider the U.S. and foreign tax
consequences of ownership of shares of the Fund, including the possibility that
such a shareholder may be subject to a U.S. withholding tax at a rate of 30% (or
at a lower rate under an applicable income tax treaty) on amounts constituting
ordinary income received by him or her, where such amounts are treated as income
from U.S. sources under the Code.
Shareholders should consult their tax advisors about the application of
the provisions of tax law described in this Statement of Additional Information
in light of their particular tax situations.
PORTFOLIO TRANSACTIONS
Brokerage Commissions
To the maximum extent feasible, the Adviser places orders for portfolio
transactions for the Fund through the Distributor which in turn places orders on
behalf of the Fund with other brokers/dealers. The Distributor receives no
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<PAGE>
commission, fees or other remuneration from the Fund for this service.
Allocation of brokerage is supervised by the Adviser.
The primary objective of the Adviser in placing orders for the purchase
and sale of assets for the Fund's portfolio is to obtain the most favorable net
results taking into account such factors as price, commission where applicable
(which is negotiable in the case of U.S. national securities exchange
transactions but which is generally fixed in the case of foreign exchange
transactions), size of order, difficulty of execution and skill required of the
executing broker/dealer. The Adviser seeks to evaluate the overall
reasonableness of brokerage commissions paid (to the extent applicable) through
the familiarity of the Distributor with commissions charged on comparable
transactions, as well as by comparing commissions paid by the Fund to reported
commissions paid by others. The Adviser reviews on a routine basis commission
rates, execution and settlement services performed, making internal and external
comparisons.
When it can be done consistently with the policy of obtaining the most
favorable net results, it is the Adviser's practice to place such orders with
brokers/dealers who supply research, market and statistical information to the
Corporation, the Fund or the Adviser. The term "research, market and statistical
information" includes advice as to the value of securities, the advisability of
investing in, purchasing or selling securities; the availability of securities
or purchasers or sellers of securities; and furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts. The Adviser is authorized
when placing portfolio transactions for the Fund to pay a brokerage commission
(to the extent applicable) in excess of that which another broker might charge
for executing the same transaction solely on account of the receipt of research,
market or statistical information. The Adviser does not place orders with
brokers/dealers on the basis that the broker/dealer has or has not sold shares
of the Corporation. In effecting transactions in over-the-counter securities,
orders are placed with the principal market makers for the security being traded
unless, after exercising care, it appears that more favorable results are
available elsewhere.
Although certain research, market and statistical information from
brokers/dealers may be useful to the Corporation, the Fund and to the Adviser,
it is the opinion of the Adviser that such information is only supplementary to
the Adviser's own research effort, since the information must still be analyzed,
weighed, and reviewed by the Adviser's staff. Such information may be useful to
the Adviser in providing services to clients other than the Corporation and the
Fund, and not all such information is used by the Adviser in connection with the
Fund of the Corporation. Conversely, such information provided to the Adviser by
brokers/dealers through whom other clients of the Adviser effect securities
transactions may be useful to the Adviser in providing services to the
Corporation and the Fund.
In the fiscal years ended June 30, 1996, 1995 and 1994 the Fund paid
brokerage commissions of $128,087, $341,830 and $351,746, respectively. For the
fiscal year ended June 30, 1996, $2,475 (2%) of the total brokerage commissions
paid ($128,087) by the Fund resulted from orders placed, consistent with the
policy of obtaining the most favorable net results, with brokers/dealers who
provided supplementary research, market and statistical information to the Fund
or the Adviser. The amount of such transactions aggregated $37,005,614 (3%) of
all brokerage transactions. Such brokerage was not allocated to any particular
brokers or dealers or with any regard to the provision of market quotations for
purposes of valuing the Fund's portfolio or to any other special factors.
The Directors intend to review from time to time whether the recapture
for the benefit of the Fund of some portion of the brokerage commissions or
similar fees paid by the Fund on portfolio transactions is legally permissible
and advisable.
Portfolio Turnover
The Fund's portfolio turnover rates (defined by the SEC as the ratio of
the lesser of sales or purchases of securities to the monthly average value of
the portfolio, excluding all securities with remaining maturities of less than
one year) for the two fiscal years ended June 30, 1995 and 1996, were 42.0% and
29.7%, respectively.
NET ASSET VALUE
The net asset value of shares of the Fund is computed as of the close
of regular trading on the Exchange on each day the Exchange is open for trading.
The Exchange is scheduled to be closed on the following holidays: New Year's
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Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas. Net asset value per share is determined by dividing
the value of the total assets of the Fund, less all liabilities, by the total
number of shares outstanding.
An exchange-traded equity security is valued at its most recent sale
price. Lacking any sales, the security is valued at the calculated mean between
the most recent bid quotation and the most recent asked quotation (the
"Calculated Mean"). Lacking a Calculated Mean, the security is valued at the
most recent bid quotation. An equity security which is traded on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") system is
valued at its most recent sale price. Lacking any sales, the security is valued
at the high or "inside" bid quotation. The value of an equity security not
quoted on the NASDAQ System, but traded in another over-the-counter market, is
its most recent sale price. Lacking any sales, the security is valued at the
Calculated Mean. Lacking a Calculated Mean, the security is valued at the most
recent bid quotation.
Debt securities, other than short-term securities, are valued at prices
supplied by the Fund's pricing agent(s) which reflect broker/dealer supplied
valuations and electronic data processing techniques. Short-term securities with
remaining maturities of sixty days or less are valued by the amortized cost
method, which the Board believes approximates market value. If it is not
possible to value a particular debt security pursuant to these valuation
methods, the value of such security is the most recent bid quotation supplied by
a bona fide marketmaker. If it is not possible to value a particular debt
security pursuant to the above methods, the Adviser may calculate the price of
that debt security, subject to limitations established by the Board.
An exchange traded options contract on securities, currencies, futures
and other financial instruments is valued at its most recent sale price on such
exchange. Lacking any sales, the options contract is valued at the Calculated
Mean. Lacking any Calculated Mean, the options contract is valued at the most
recent bid quotation in the case of a purchased options contract, or the most
recent asked quotation in the case of a written options contract. An options
contract on securities, currencies and other financial instruments traded
over-the-counter is valued at the most recent bid quotation in the case of a
purchased options contract and at the most recent asked quotation in the case of
a written options contract. Futures contracts are valued at the most recent
settlement price. Foreign currency exchange forward contracts are valued at the
value of the underlying currency at the prevailing exchange rate.
If a security is traded on more than one exchange, or upon one or more
exchanges and in the over-the-counter market, quotations are taken from the
market in which the security is traded most extensively.
If, in the opinion of the Fund's Valuation Committee, the value of a
portfolio asset as determined in accordance with these procedures does not
represent the fair market value of the portfolio asset, the value of the
portfolio asset is taken to be an amount which, in the opinion of the Valuation
Committee, represents fair market value on the basis of all available
information. The value of other portfolio holdings owned by the Fund is
determined in a manner which, in the discretion of the Valuation Committee most
fairly reflects fair market value of the property on the valuation date.
Following the valuations of securities or other portfolio assets in
terms of the currency in which the market quotation used is expressed ("Local
Currency"), the value of these portfolio assets in terms of U.S. dollars is
calculated by converting the Local Currency into U.S. dollars at the prevailing
currency exchange rate on the valuation date.
ADDITIONAL INFORMATION
Experts
The Financial Highlights of the Fund included in the Prospectus and the
Financial Statements incorporated by reference in this Statement of Additional
Information have been so included or incorporated by reference in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
Other Information
Many of the investment changes in the Fund will be made at prices
different from those prevailing at the time they may be reflected in a regular
report to shareholders of the Fund. These transactions will reflect investment
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<PAGE>
decisions made by the Adviser in light of the Fund's objectives and policies,
and other factors, such as its other portfolio holdings and tax considerations
and should not be construed as recommendations for similar action by other
investors.
The Corporation sends to each shareholder of the Fund audited
semiannual and annual reports, each of which includes a list of the investment
securities held by the Fund. Shareholders may seek information regarding the
Corporation, including the current performance of the Fund from their Scudder
service representative. The CUSIP number of the Fund is 810904-10-2.
The Corporation employs State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02101 as custodian for the Fund. State
Street Bank and Trust Company has entered into agreements with foreign
subcustodians approved by the Directors of the Corporation pursuant to Rule
17f-5 of the 1940 Act.
Scudder Service Corporation ("Service Corporation"), P.O. Box 2291,
Boston, Massachusetts 02107-2291, a subsidiary of the Adviser, is the transfer
and dividend paying agent for the Fund. Service Corporation also serves as
shareholder service agent and provides subaccounting and recordkeeping services
for shareholder accounts in certain retirement and employee benefit plans. The
Fund pays Service Corporation an annual fee of $17.55 for each account
maintained for a participant. For the fiscal year end June 30, 1996 Service
Corporation charged the Fund aggregate fees of $287,010, of which $27,581 is
unpaid at June 30, 1996.
Scudder Fund Accounting Corporation ("SFAC"), Two International Place,
Boston, Massachusetts, 02110-4103, a subsidiary of the Adviser, computes net
asset value for the Fund. The Fund pays SFAC an annual fee equal to 0.025% of
the first $150 million of average daily net assets, 0.0075% of such assets on
the next $850 million, 0.0045% of such assets in excess of $1 billion, plus
holding and transaction charges for this service. For the period ended June 30,
1996, the amount charged to the Fund by SFAC aggregated $56,134, of which
$10,978 is unpaid at June 30, 1996.
Scudder Trust Company, an affiliate of the Adviser, provides
subaccounting and recordkeeping services for shareholder accounts in certain
retirement and employee benefit plans. Annual service fees are paid by the Fund
to Scudder Trust Company, Two International Place, Boston, Massachusetts
02110-4103, an affiliate of the Adviser, for such accounts. The Fund pays
Scudder Trust Company an annual fee of $17.55 per shareholder account. The Fund
incurred fees of $9,658 during the fiscal year ended June 30, 1996.
The Prospectus and this Statement of Additional Information omit
certain information contained in the Registration Statement of the Corporation
relating to the Fund that has been filed with the SEC under the Securities Act
of 1933 and reference is hereby made to the Registration Statement for further
information with respect to the Fund and the securities offered hereby. This
Registration Statement is available for inspection by the public at the SEC in
Washington, D.C.
FINANCIAL STATEMENTS
The financial statements, including the investment portfolio, of
Scudder Gold Fund, which are included on pages 10 through 24, inclusive, in the
Annual Report to the Shareholders of the Fund dated June 30, 1996, together with
the Report of Independent Accountants, and Supplementary Information, are
incorporated by reference and attached hereto, and are hereby deemed to be a
part of this Statement of Additional Information.
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<PAGE>
DESCRIPTION OF S&P AND MOODY'S RATINGS
Description of S&P preferred stock and corporate bond ratings:
AAA--Preferred stock and bonds rated AAA have the highest rating
assigned by S&P to a preferred stock issue or debt obligation. Capacity to pay
the preferred stock obligations, in the case of preferred stocks, and to pay
interest and repay principal, in the case of bonds, is extremely strong.
AA--Preferred stock and bonds rated AA have a very strong capacity to
pay the preferred stock obligations, in the case of preferred stocks, and to pay
interest and repay principal, in the case of bonds, and differ from the highest
rated issues only in small degree.
A--Preferred stock and bonds rated A have a strong capacity to pay the
preferred stock obligations, in the case of preferred stocks, and to pay
interest and repay principal, in the case of bonds, although they are somewhat
more susceptible to the adverse effects of changes in circumstances and economic
conditions than preferred stocks or bonds in higher rated categories.
BBB--Preferred stock and bonds rated BBB are regarded as having an
adequate capacity to pay the preferred stock obligations, in the case of
preferred stocks, and to pay interest and repay principal, in the case of bonds.
Whereas they normally exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay preferred stock obligations or to pay interest and repay
principal for bonds in this category than for preferred stocks or bonds in
higher rated categories.
Description of Moody's preferred stock ratings:
aaa--An issue which is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.
aa--An issue which is rated aa is considered a high-grade preferred
stock. This rating indicates that there is reasonable assurance that earnings
and asset protection will remain relatively well maintained in the foreseeable
future.
a--An issue which is rated a is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater than in the aaa
and aa classifications, earnings and asset protection are, nevertheless,
expected to be maintained at adequate levels.
baa--An issue which is rated baa is considered to be medium grade,
neither highly protected nor poorly secured. Earnings and asset protection
appear adequate at present but may be questionable over any great length of
time.
Description of Moody's corporate bond ratings:
Aaa--Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa Group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
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Baa--Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
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This information must be preceded or accompanied by a current prospectus.
Portfolio changes should not be considered recommendations for action by
individual investors.
Scudder
Gold
Fund
Annual Report
June 30, 1996
o A convenient and cost-effective way to broaden a portfolio of stocks,
bonds, and money market investments. Offers potential for maximum return
from a portfolio of gold and gold-related investments in exchange for
above-average risk.
o A pure no-load(TM) fund with no commissions to buy, sell, or exchange
shares.
<PAGE>
SCUDDER GOLD FUND
CONTENTS
2 In Brief
3 Letter from the Fund's President
4 Performance Update
5 Portfolio Summary
6 Portfolio Management Discussion
10 Investment Portfolio
16 Consolidated Financial Statements
19 Consolidated Financial Highlights
20 Notes to Consolidated Financial Statements
25 Report of Independent Accountants
26 Tax Information
29 Officers and Directors
30 Investment Products and Services
31 How to Contact Scudder
IN BRIEF
o Scudder Gold Fund compiled an impressive 36.91% total return for its most
recent fiscal year ended June 30, 1996, more than double the average
performance of the 42 gold-oriented funds tracked by Lipper over the same
period. Please see page 4 for additional performance information.
THE PRINTED DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART TITLE: Total Returns for Gold and Gold Funds
CHART PERIOD: (Periods ended June 30, 1996)
6 months 12 months
-------- ---------
Gold Bullion, -1.28 -2.30
London p.m. fix
Platinum, -2.24 -11.90
free market price
Toronto Stock Exchange 6.28 3.71
Gold Index
Johannesburg (South Africa) 28.15 19.60
Stock Exchange Gold Index
Lipper Average 14.82 16.60
for Gold-Oriented Funds
Scudder Gold Fund 32.96 36.91
Past performance does not guarantee future results.
o The price of gold fluctuated in a $375-$397 range from July through
November 1995, then spiked dramatically to $414 per ounce in February 1996.
The actions of central banks then dampened the market's speculative fever,
and gold closed the Fund's fiscal year at a $382 price.
o Tier V stocks such as Bre-X and Arequipa continued to make sizable gains;
we took substantial profits from these and other small gold stocks during
the fiscal year.
2
<PAGE>
LETTER FROM THE FUND'S PRESIDENT
Dear Shareholders,
Scudder Gold Fund's objective is to seek maximum return through
investments in gold stocks and gold bullion. The Fund offers a convenient and
cost-effective way to diversify an investor's portfolio and the opportunity to
participate in future increases in the price of gold. Your Fund performed well
over its most recent fiscal year, compiling an impressive 36.91% total return.
This return is especially noteworthy considering that while gold and gold stocks
in general made a dramatic run-up during the period, they gave back most of
those gains by the end of June.
To a great extent, the Fund's gains during the period were due to our
investments in Tier V (small gold exploration companies) gold stocks. With
start-up capital gained mainly through stock offerings, these companies search
for gold in promising areas of the world, performing geochemical sampling and
geophysics studies. Several of these companies have made impressive new finds
over the past two years, and your Fund has profited from these holdings. Now we
have entered a new stage of worldwide gold exploration, and the most promising
opportunities lie with Tier V companies that have already found large gold
deposits and are making arrangements with larger, highly capitalized firms to
mine the gold cost-effectively. Please turn to the Portfolio Management
Discussion that begins on page 6 for more information on the Fund's new
emphasis.
We are pleased to announce that information for Scudder investors is
now available on our new Web site on the Internet, at http://funds.scudder.com.
This site provides instant access to fund prospectuses and an exciting and
versatile way for our shareholders to gain access to up-to-the-minute
information from Scudder. We believe we have one of the most creative and
extensive Web sites available for mutual fund investors, and invite you to visit
our site soon.
Sincerely,
/s/Daniel Pierce
Daniel Pierce
President,
Scudder Gold Fund
3
<PAGE>
SCUDDER GOLD FUND
PERFORMANCE UPDATE as of June 30, 1996
- -----------------------------------------------------------------
GROWTH OF A $10,000 INVESTMENT
- -----------------------------------------------------------------
SCUDDER GOLD FUND
- ----------------------------------------
Total Return
Period Growth --------------
Ended of Average
6/30/96 $10,000 Cumulative Annual
- -------- ------- ---------- ------
1 Year $13,691 36.91% 36.91%
5 Year $19,237 92.37% 13.98%
Life of
Fund* $15,951 59.51% 6.15%
S&P 500 INDEX
- --------------------------------------
Total Return
Period Growth --------------
Ended of Average
6/30/96 $10,000 Cumulative Annual
- -------- ------- ---------- ------
1 Year $12,600 26.00% 26.00%
5 Year $20,759 107.59% 15.71%
Life of
Fund* $31,200 212.00% 15.82%
*The Fund commenced operations on September 2,
1988. Index comparisons begin September 30, 1988.
A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment.
The data points from the graph are as follows:
YEARLY PERIODS ENDED JUNE 30
Scudder Gold Fund
Year Amount
- ----------------------
9/88 $10,000
'89 $ 9,256
'90 $ 9,005
'91 $ 8 705
'92 $ 8,106
'93 $10,699
'94 $11,378
'95 $12,459
'96 $16,746
S&P 500 Index
Year Amount
- ----------------------
9/88 $10,000
'89 $12,014
'90 $13,995
'91 $15,030
'92 $17,046
'93 $19,369
'94 $19,642
'95 $24,762
'96 $31,200
The Standard & Poor's (S&P) 500 Index is an unmanaged capitalization-
weighted measure of 500 widely held common stocks listed on the New York Stock
Exchange, American Stock Exchange, and Over-The-Counter market. Index returns
assume reinvestment of dividends and, unlike Fund returns, do not reflect any
fees or expenses.
- -----------------------------------------------------------------
RETURNS AND PER SHARE INFORMATION
- -----------------------------------------------------------------
A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.
YEARLY PERIODS ENDED JUNE 30
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1989* 1990 1991 1992 1993 1994 1995 1996
---------------------------------------------------------------
NET ASSET VALUE... $10.58 $10.21 $9.87 $9.19 $12.13 $12.64 $12.86 $15.34
INCOME DIVIDENDS.. $ - $ .01 $ - $ - $ - $ .24 $ .25 $1.08
CAPITAL GAINS &
OTHER
DISTRIBUTIONS..... $ - $ .09 $ - $ - $ - $ - $ .47 $ .63
FUND TOTAL
RETURN (%)........ -11.83 -2.71 -3.33 6.89 31.99 6.35 7.50 36.91
INDEX TOTAL
RETURN (%)........ 20.11 16.45 7.37 13.39 13.61 1.40 26.07 26.00
</TABLE>
All performance is historical, assumes reinvestment of all dividends and
capital gains, and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased. If
the Adviser had not temporarily capped expenses, the average annual
total return for the five year and life of Fund periods would
have been lower.
4
<PAGE>
PORTFOLIO SUMMARY as of June 30, 1996
- ---------------------------------------------------------------------------
DIVERSIFICATION
- ---------------------------------------------------------------------------
As a percentage of net assets
Equity Holdings 85% The Fund is broadly diversified,
Precious Metals 14% and seeks to maintain a balance between
Cash Equivalents, net 1% long-term growth and liquidity.
----
100%
====
A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.
- --------------------------------------------------------------------------
QUALITY
- --------------------------------------------------------------------------
Tier breakdown of the Fund's common stocks
Tier I Premier gold producing
companies 20% We are now focusing on
Tier II Major established gold Tier V companies that have
producers 27% made gold discoveries and
Tier III Junior gold producers are making deals with major
with medium cost producers to develop and mine
productions 13% these large gold deposits.
Tier IV Companies with some gold
production on stream
or in start-up 9%
Tier V Primarily exploration
companies with or
without mineral reserves 31%
----
100%
====
A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.
- --------------------------------------------------------------------------
TEN LARGEST EQUITY HOLDINGS (28% of Portfolio)
- --------------------------------------------------------------------------
1. STILLWATER MINING CO.
Exploration and development of mines in Montana producing platinum,
palladium and associated metals.
2. ASHANTI GOLDFIELDS CO., (ADS)
World class gold producer in Ghana
3. EURO-NEVADA MINING, LTD.
Large North American royalty owner
4. BARRICK GOLD CORP.
Gold exploration and production in North and South America
5. HEMLO GOLD MINES, INC.
Large gold producer, with single mine in Ontario; active exploration company
6. PIONEER GROUP INC.
Fund management company owning major gold producer in Ghana
7. SANTA FE PACIFIC GOLD CORP.
Major domestic gold mining company
8. NEWMONT MINING CORP.
International gold exploration and mining company
9. AREQUIPA RESOURCES LTD.
Exploration company in Peru
10.CAMBIOR INC.
Medium-sized gold producer with a major in Guyana
One month after the close of the Fund's fiscal year, our remaining investment
in Arequipa Resources (our ninth largest holding) was worth 40 times its cost.
- -----------------------------------------------------------------------
For more complete details about the Fund's Investment Portfolio,
see page 10.
A monthly Investment Portfolio Summary and quarterly Portfolio Holdings
are available upon request.
5
<PAGE>
SCUDDER GOLD FUND
PORTFOLIO MANAGEMENT DISCUSSION
Dear Shareholders,
During its most recent fiscal year ended June 30, 1996, Scudder Gold
Fund profited handsomely from the performance of gold stocks -- particularly
Tier V stocks. Meanwhile, prices of gold and gold stocks soared for several
months, then came back to earth. Scudder Gold Fund posted an impressive 36.91%
total return for the period, consisting of a $2.48 increase in net asset value
- -- to $15.34 per share -- and distributions of $1.08 in income dividends and
$0.63 in long-term capital gains. The Fund's total return was more than double
the average for gold funds as tracked by Lipper Analytical Services.
Longer term, Scudder Gold Fund has continued to outpace the average
gold fund as well, as shown in the chart below. In fact, the fund's rankings
fall between the top 10% and top 17% of its peers over the historical periods
listed in the chart.
Investment Returns for Periods Ended June 30, 1996
Scudder Lipper Percentile Number of
Period Gold Fund Average Rank Funds tracked
------ --------- ------- ---- -------------
1 year 36.91% 16.60% 14% 42
2 years* 21.32 7.14 11 35
3 years* 16.11 4.79 10 29
4 years* 19.89 12.36 17 29
5 years* 13.98 8.09 14 28
* Average annual total returns
Performance statistics compiled by Lipper Analytical Services, Inc.
Past performance is no guarantee of future results.
Gold's Topsy Turvy Year
Though the price of gold and the performance of gold stocks are closely
related, the markets for these investments do not move in tandem. From July
through November 1995, gold bullion continued to trade in a relatively narrow
range -- from $375 to $397 -- as "forward sales" by gold producers stemmed any
attempts to break the $400 mark. (In "selling forward," gold producers sell on
the marketplace gold that will not be mined for between six months and four
years, similar to "selling short" in the stock market. They do this to guarantee
a favorable price for the unmined gold.) Then in December, forward sales
6
<PAGE>
diminished as central banks' lease rate for lending gold rose sharply. The gold
market shifted from a scenario of downward price pressure to strong upward
pressure as supply tightened and large commodity funds, sensing an opportunity,
began to purchase large amounts of bullion. Despite a large forward sale by a
South African gold mining company, prices started moving up in January 1996,
peaking at $414 per ounce on February 5.
At the height of this activity, central banks -- desiring an orderly
market -- acted to dampen speculative fever by selling gold reserves into the
rally. Their actions halted the spike and the price of gold gradually subsided
to a $390 to $395 range. In May, many commodity funds sold their gold bullion
positions, and by June gold's price had retreated almost to where it had started
in the $380-$385 range. We believe this range will act as a "floor" for what we
hope will be an orderly re-ascension toward $400 per ounce during the latter
half of 1996 and beyond.
Gold's supply/demand relationship is as it has been for the past
several years: Worldwide demand for gold -- 80-90% of which is represented by
jewelry fabrication demand -- is rising, and is exceeding the supply of newly
mined gold by a gradually increasing margin. Since no significant increase in
supply is expected before 1998, when some more recent worldwide gold discoveries
should begin to bear fruit, we expect this supply/demand gap will continue to
underpin the price of gold bullion.
A New Tier V Strategy
Meanwhile, during the latter half of Scudder Gold Fund's fiscal year,
Wall Street analysts began recommending that more investors hold gold stocks in
their portfolios. Prices of gold stocks from Tier I to Tier V responded with a
sharp rally, due in part -- as we've mentioned in the past -- to the relatively
small (approximately $65 billion) total capitalization of gold stocks worldwide.
The Toronto Stock Exchange Gold Index, registering at less than 10,000 in
November, soared to 13,200 by the last week in May. By the end of June, however,
the Index followed gold bullion's reversal and dipped back to 11,000.
Though Scudder Gold Fund benefited from holdings in gold mining
companies of various sizes, our major focus was on Tier V stocks, primarily
exploration companies. During the 12-month period we dramatically reduced our
holdings in Bre-X Minerals and Arequipa Resources, two exploration companies
7
<PAGE>
that have enjoyed enormous stock price increases. (At fiscal year end our
remaining holdings in Bre-X shares were valued at better than 80 times their
original cost.) We reduced our holdings not only to lock in profits for the
Fund, but also because we have altered our strategy regarding Tier V companies.
Over the last two years there has been a tremendous amount of new exploration
activity around the world, as well as investment in that activity. As several
companies have now made large gold discoveries, we believe this sector has
shifted into a second stage. Rather than in pure exploration, the best
opportunities in our view now lie with Tier V companies that are making deals
with a major producer to have the larger, better capitalized firm develop and
mine newly discovered gold deposits. Of course, the nature of Tier V companies
is inherently aggressive, even with the partnership of more established firms.
In July, Barrick Gold offered to purchase all the stock of Arequipa at
$27 per share. Although this price was 17% below the stock's peak, it still
represented a 30% premium to the market price preceding the offer. One month
after the close of Scudder Gold Fund's fiscal year the Fund's remaining
investment in Arequipa was worth more than 40 times its cost.
Regionally, we remain enthusiastic concerning Venezuela's prospects.
Progress toward removing political uncertainty has been made, and a major gold
mining firm is poised to invest over $400 million to develop its property there.
A new mining code and other legislation must be in place, however, before the
company will commit its resources fully.
Additionally, we are monitoring developments in gold exploration within
Russia and other countries of the Commonwealth of Independent States. Though the
first flush of investor enthusiasm has worn off following the overthrow of
communism in 1989, progress is ongoing. Companies now realize it will take
longer and cost more than first thought to mine gold successfully there. One of
the Fund's holdings, Newmont Mining, is persisting in its exploration there,
with a property in Murantau in Uzbekistan. The prospects for developing the
enormous mineral wealth in this part of the world remain intriguing.
8
<PAGE>
Our Outlook
During the next 12 months we anticipate something of a repeat
performance of the last 12 -- a gradual increase in the price of gold with
intermittent price spikes. It is possible for the low- to moderate-cost
producers that the Fund invests in to reap significant profits at $385 per ounce
of gold; therefore any increase in gold's price would benefit these stocks. We
believe central banks will continue to moderate any speculative movements in
gold's price. And as we stated above, the gap between supply and demand should
provide at least a floor for the price of gold, if not significant upward price
pressure.
As always, we will seek to benefit from developments in these twin
markets and continue to search for exciting companies involved in gold
exploration and development around the world. We believe the Fund remains an
appropriate investment for those seeking portfolio diversification, a hedge
against inflation, and participation in the world's gold and precious metals
markets.
Sincerely,
Your Portfolio Management Team
/s/Douglas D. Donald /s/William J. Wallace
Douglas D. Donald William J. Wallace
Scudder Gold Fund:
A Team Approach to Investing
Scudder Gold Fund is managed by a team of Scudder investment professionals
who each play an important role in the Fund's management process. Team members
work together to develop investment strategies and select securities for the
Fund's portfolio. They are supported by Scudder's large staff of economists,
research analysts, traders, and other investment specialists who work in
Scudder's offices across the United States and abroad. We believe our team
approach benefits Fund investors by bringing together many disciplines and
leveraging Scudder's extensive resources.
Lead Portfolio Manager Douglas D. Donald has been responsible for Scudder
Gold Fund's day-to-day management since its inception in 1988. Doug, who joined
Scudder in 1964, has more than 40 years of experience with investments in
precious metals and mining. William J. Wallace, Portfolio Manager, has been a
member of Scudder Gold Fund's team since 1991 and also serves as a Portfolio
Manager for Scudder Value Fund. Bill, who has over 15 years of investment
experience, contributes expertise in quantitative analysis.
9
<PAGE>
SCUDDER GOLD FUND
INVESTMENT PORTFOLIO as of June 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% of Principal Market
Net Assets Amount ($) Value ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
----------------------------------------------------------------------
3.0% REPURCHASE AGREEMENTS
----------------------------------------------------------------------
5,248,000 Repurchase Agreement with Donaldson,
Lufkin & Jenrette dated 6/28/96 at 5.45%
to be repurchased at $5,250,383 on 7/1/96,
collateralized by a $3,515,000 U.S. Treasury
Note, 12.5%, 8/15/14 (Cost $5,248,000) ........ 5,248,000
----------
----------------------------------------------------------------------
3.7% CONVERTIBLE BONDS
----------------------------------------------------------------------
CHILE 0.5% 500,000 Bema Gold Corp., 7.5%, 2/28/00 ................. 900,000
----------
INTERNATIONAL 3.2% 2,500,000 Golden Shamrock Mines Ltd., 7.5%, 5/9/00 ....... 3,150,000
2,500,000 Horsham Corp., 3.25%, 12/10/18 ................. 2,325,000
----------
5,475,000
----------
TOTAL CONVERTIBLE BONDS (Cost $5,583,125) ...... 6,375,000
----------
----------------------------------------------------------------------
82.1% COMMON STOCKS
----------------------------------------------------------------------
Shares
----------------------------------------------------------------------
AUSTRALIA 7.2% 600,000 Acacia Resources Ltd.* (Gold and mineral
exploration company with operations
throughout Australia) ......................... 1,414,531
500,000 Delta Gold NL* (Emerging junior exploration
company with important platinum property in
Zimbabwe) ..................................... 1,277,007
2,500,000 Gold Mines of Kalgoorlie (Major gold
producer) ..................................... 2,730,830
413,992 Newcrest Mining, Ltd. (Senior gold producer
and exploration company) ...................... 1,659,212
550,000 Orion Resources (Junior exploration company) ... 799,603
1,133,976 Poseidon Gold Ltd. (Growing Tier III gold
producer) ..................................... 2,789,254
1,600,000 Ross Mining NL (Junior exploration company) .... 1,772,878
----------
12,443,315
----------
BOLIVIA 1.7% 519,900 Corriente Resources, Inc.*(Exploration and
development company operating in Bolivia) ..... 1,142,428
100,000 Corriente Resources, Inc. Warrants*
(expire 3/8/97) (c) ........................... 13,917
650,000 Da Capo Resources Ltd.* (Mineral exploration
and development company in Bolivia) ........... 1,809,192
----------
2,965,537
----------
</TABLE>
The accompanying notes are an integral part of the financial statement.
--
10
<PAGE>
INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% of Market
Net Assets Shares Value ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CANADA 10.9% 185,000 Agnico-Eagle Mines, Ltd. (Silver and gold
mining) ........................................ 3,015,016
125,000 Euro-Nevada Mining, Ltd. (Large North
American royalty owner) ........................ 5,356,162
117,188 Golden Knight Resources, Inc. Warrants*
(expire 10/6/96) ............................... 21,459
434,287 Golden Knight Resources, Inc.* (Junior gold
producer, with recently opened mine in
Quebec) ........................................ 2,687,951
448,500 Hemlo Gold Mines, Inc. (Large gold producer,
with single mine in Ontario; active exploration
company) ....................................... 4,796,264
300,000 Redfern Resources Ltd.* (Exploration company in
British Columbia) .............................. 435,085
622,700 Repadre Capital Corp.* (Junior gold royalty
company) ....................................... 2,599,810
----------
18,911,747
----------
CHILE 2.1% 241,500 Bema Gold Corp.* (Partner in development of
large Chilean gold deposit) .................... 910,981
370,500 Dayton Mining Corp.* (Junior company
developing Chilean gold deposits) .............. 2,225,307
550,000 Minera Rayrock Inc.* "A" (Company developing a
low cost property in Chile) .................... 362,571
100,000 Minera Rayrock Inc.* "B" ........................ 87,896
----------
3,586,755
----------
ECUADOR 0.5% 723,800 Ecuadorian Minerals Corp.* (Exploration
company in Ecuador) ............................ 927,779
----------
FRENCH GUIANA 1.2% 300,000 Guyanor Resources S.A.* "B" (Company holding
interests in mineral properties in French
Guiana) ........................................ 2,109,504
----------
GHANA 7.8% 305,800 Ashanti Goldfields Co., Ltd. (ADS) (Leading gold
producer) ...................................... 6,039,550
175,000 Pioneer Group Inc. (Fund management company
owning major gold producer in Ghana) ........... 4,681,250
850,000 Ranger Minerals NL* (Gold producer and
exploration company in Ghana) .................. 2,805,486
----------
13,526,286
----------
INDONESIA 3.9% 175,000 Bre-X Minerals Ltd.* (Gold exploration
company in Indonesia) .......................... 2,922,542
500,000 Golden Bear Minerals, Inc. Units*
(expire 3/22/97) (Gold exploration
company) (c) (d) ............................... 711,958
</TABLE>
The accompanying notes are an integral part of the financial statement.
--
11
<PAGE>
SCUDDER GOLD FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% of Market
Net Assets Shares Value ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
200,000 Scorpion Minerals, Inc. (Holder of interests in
gold, copper and base metal mining properties
in Indonesia) .................................. 695,843
525,000 South Pacific Resources* (Gold exploration
company operating in Indonesia) ................ 2,403,406
---------
6,733,749
---------
KAZAKHSTAN 1.4% 140,000 Control Science Special Warrants*
(expire 5/28/98) (c) (h) (Manufacturer of
artificial intelligence-based equipment) ....... 235,444
770,000 Control Science Special Warrants*
(expire 5/28/98) (c) (g) ....................... 1,030,427
100,000 Kazakhstan Minerals Corp.*(Joint venturing in
Kazakhstan) .................................... 945,000
50,000 Kazakhstan Minerals Corp. Warrants* (Expire
11/30/96) (c) .................................. 143,975
---------
2,354,846
---------
NICARAGUA 1.1% 400,000 Triton Mining Corp.* (Exploration and
development of mineral properties in Central
and South America) ............................. 1,904,413
---------
NAMIBIA 0.9% 300,000 Namibian Minerals Corp.* (Diamond exploration
and development company, offshore Namibia) ..... 1,560,154
---------
PERU 3.7% 150,000 Arequipa Resources Ltd.* (Exploration company
in Peru) ....................................... 2,043,582
150,000 Arequipa Resources Ltd. Warrants*
(expire 1/14/97) (c) ........................... 1,866,911
150,000 Southwestern Gold Corp.* (Multiple gold and
gold/copper exploration properties in Peru) .... 2,417,140
---------
6,327,633
---------
PHILIPPINES 1.8% 400,000 Chase Resource Corp.* (Acquisition, exploration
and development of resource mineral
properties) .................................... 1,245,193
1,000,000 Climax Mining Ltd.* (Gold exploration company
in Australia and the Philippines Islands) ...... 1,100,190
620,000 TVI Pacific, Inc.* (Gold exploration and mining
in the Philippines) ............................ 781,102
---------
3,126,485
---------
SOUTH AFRICA 2.0% 401,846 Potgietersrust Platinum Holdings, Ltd.
(Leading platinum producer) .................... 2,017,113
170,000 Vaal Reefs Exploration & Mining Co., Ltd.
(ADR)* (Mining and exploration for gold,
uranium oxide and sulfuric acid in
South Africa) .................................. 1,360,000
---------
3,377,113
---------
</TABLE>
The accompanying notes are an integral part of the financial statement.
--
12
<PAGE>
INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% of Market
Net Assets Shares Value ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TANZANIA 0.8% 400,000 Pangea Goldfields Inc.* (Gold exploration
company operating in Tanzania) ................. 1,450,284
----------
UNITED STATES 12.3% 250,000 Crown Butte Resources Ltd.* (Small exploration
company holding an important gold deposit
in Montana) .................................... 512,727
200,000 FMC Gold Co. (Medium-sized producer of gold
and silver in Nevada) .......................... 900,000
100,000 Getchell Gold Corp.* (Expanding gold mining
project in Nevada) ............................. 3,300,000
700,000 Granges, Inc.* (Emerging junior gold producer
and exploration company) ....................... 974,181
400,000 Granges, Inc. Special Warrants*
(expire 10/31/97) (c) (g) ...................... 534,408
989,000 Piedmont Mining Co.* (Gold and mining
development company in the Carolinas) .......... 618,125
300,001 Santa Fe Pacific Gold Corp. (Major domestic
gold mining company) ........................... 4,237,515
300,000 Stillwater Mining Co.* (Exploration and
development of mines in Montana producing
platinum, palladium and associated metals) ..... 7,087,500
2,334,500 Texas Star Resources Corp.* (Diamond
exploration in Arkansas and northern Canada) ... 1,162,761
340,000 Viceroy Resources Corp.* (Gold producer in
California) .................................... 1,967,405
----------
21,294,622
----------
VENEZUELA 3.6% 847,600 Bolivar Goldfields Ltd.* (Gold exploration
company in Venezuela) .......................... 931,258
415,700 Carson Gold Corp.* (Gold exploration and
development company operating in
Venezuela) (c) ................................. 517,627
274,000 Crystallex International Corp.* (Junior company
developing gold property in Venezuela) ......... 571,983
500,000 Crystallex International Corp. Special Option*
(expire 6/14/97) (c) (i) ....................... 939,388
200,000 Crystallex International Corp. Units*
(expire 3/11/98) (c) (e) ....................... 404,029
1,124,000 El Callao Mining Corp.* (Gold exploration and
development company with interests in
Venezuela) ..................................... 946,786
700,000 Jordex Resources, Inc.* (Operator of two mines
producing zinc, lead and silver) ............... 1,153,635
600,000 Tombstone Exploration Co., Ltd. Special
Warrants* "A" (expire 5/17/98) (c) (f) ......... 716,177
----------
6,180,883
----------
</TABLE>
The accompanying notes are an integral part of the financial statement.
--
13
<PAGE>
SCUDDER GOLD FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
% of Market
Net Assets Shares Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
WEST AFRICA 1.3% 150,000 Nevsun Resources Ltd.* (Holder of interests in
gold prospects) ................................ 1,115,180
75,000 Nevsun Resources Ltd. Special Warrants*
(expire 3/21/97) (c) (f) ....................... 535,287
100,000 Oliver Gold Corp.* (Exploration and
development company with interests in gold
and gold-copper prospects in British
Columbia) ...................................... 249,039
300,040 Pan African Resources Corp.* (Gold exploration
in West Africa) ................................ 285,700
-----------
2,185,206
-----------
INTERNATIONAL 17.9% 107,399 Barrick Gold Corp. (Gold exploration and
production in North and South America) ......... 2,913,198
275,000 Cambior, Inc. (Medium-sized gold producer with
a major mine in Guyana) ........................ 3,635,781
775,600 Canarc Resources Corp.* (Exploration and
development company) ........................... 965,772
304,000 Crown Resources Corp.* (Gold, silver and
mineral exploration company) ................... 1,596,000
200,000 Golden Star Resources Ltd.* (Junior company,
with permits in North and South America and
West Africa) ................................... 2,871,269
150,000 Homestake Mining Co. (Major international gold
producer) ...................................... 2,568,750
300,000 Kinross Gold Corp.* (Gold mining company,
with interests in Zimbabwe) .................... 2,263,322
80,000 Newmont Mining Corp. (International gold
exploration and mining company) ................ 3,950,000
440,000 Orvana Minerals Corp.* (International exploration
and development company) ....................... 2,546,054
110,000 Placer Dome Inc. (International gold, silver and
copper mining) ................................. 2,626,250
300,000 Rayrock Yellowknife Resources, Inc.* (Junior
diversified mineral producer with operations in
Nevada, Canada and Latin America) .............. 1,889,764
525,353 Solitario Resources Corp.* (Precious and base
metals exploration company primarily in
Argentina and Peru) ............................ 615,686
350,000 TVX Gold, Inc.* (International gold and silver
mining) ........................................ 2,563,633
-----------
31,005,479
-----------
TOTAL COMMON STOCKS (Cost $107,491,808) 141,971,790
-----------
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statement.
--
14
<PAGE>
INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
% of Market
Net Assets Value ($)
-----------------------------
<S> <C> <C>
INVESTMENT PORTFOLIO (Cost $118,322,933) (a) ......... 88.8 153,594,790
SCUDDER PRECIOUS METALS, INC. (NOTE A):
GOLD* (Cost $23,231,024) (b) ........................ 13.0 22,534,295
PLATINUM* (Cost $899,757) (b) ........................ 0.6 947,550
OTHER ASSETS AND LIABILITIES, NET .................... (2.4) (4,196,191)
----- -----------
NET ASSETS ........................................... 100.0 172,880,444
===== ===========
<FN>
* Non-income producing security or commodity.
(a) The cost for federal income tax purposes was $139,927,382. At June 30, 1996, net unrealized
appreciation for all investment securities based on tax cost was $13,667,408. This consisted of
aggregate gross unrealized appreciation for all investments in which there was an excess of
market value over tax cost of $25,156,516 and aggregate gross unrealized depreciation for all
investment securities in which there was an excess of tax cost over market value of $11,489,108.
(b) The cost of Gold for federal income tax purposes was $23,231,024. At June 30, 1996, gross and
net unrealized depreciation was $696,729 based on tax cost. The cost of Platinum for federal
income tax purposes was $899,757 At June 30, 1996, gross and net unrealized appreciation was
$47,793 based on tax cost.
(c) Securities valued in good faith by the Valuation Committee of the Board of Directors. The cost
for these securities at June 30, 1996, aggregated $5,926,429. See Note A of the Notes to
Consolidated Financial Statements.
(d) 1 Unit = 1 common share and 1/2 purchase warrant.
(e) 1 Unit = 1 common share and 1 purchase warrant.
(f) 1 Special Warrant = 1 common share.
(g) 1 Special Warrant = 1 common share and 1/2 purchase warrant.
(h) 1 Special Warrant = 1 common share and 1 purchase warrant.
(i) 1 Special Option = 1 common share.
See page 5 for the breakdown of the Fund's common stocks.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statement.
--
15
<PAGE>
SCUDDER GOLD FUND
CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
<TABLE>
JUNE 30, 1996
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
ASSETS
<S> <C> <C>
Investments, at market (identified cost $118,322,933) (Note A) .............. $153,594,790
Gold, at market, 58,990.301 oz. (identified cost $23,231,024) (Note A) ...... 22,534,295
Platinum, at market, 2,433.672 oz. (identified cost $899,757) (Note A) ...... 947,550
Cash ........................................................................ 5,974
Receivables:
Fund shares sold .................................................... 286,217
Dividends and interest .............................................. 157,222
Other assets ................................................................ 2,649
------------
Total assets ................................................ 177,528,697
LIABILITIES
Payables:
Investments purchased ............................................... $2,219,137
Fund shares redeemed ................................................ 2,146,972
Accrued management fee (Note C) ..................................... 165,945
Other accrued expenses (Note C) ..................................... 116,199
----------
Total liabilities ........................................... 4,648,253
------------
Net assets, at market value ................................................. $172,880,444
============
NET ASSETS
Net assets consist of:
Undistributed net investment income ................................. $ 4,078,347
Net unrealized appreciation (depreciation) on:
Investment securities ....................................... 35,271,857
Gold ........................................................ (696,729)
Platinum .................................................... 47,793
Foreign currency related transactions ....................... (190)
Accumulated net realized gains ...................................... 1,707,488
Capital stock ....................................................... 112,734
Additional paid-in capital .......................................... 132,359,144
------------
Net assets, at market value ................................................. $172,880,444
============
NET ASSET VALUE, offering and redemption price per share
($172,880,444 [Division Sign] 11,273,441 shares of capital stock
outstanding, $.01 par value, 100,000,000 shares of capital stock
authorized) ......................................................... $15.34
======
</TABLE>
The accompanying notes are an integral part of the financial statements.
--
16
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
YEAR ENDED JUNE 30, 1996
- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C>
INVESTMENT INCOME
Dividends (net of withholding taxes of $58,261) ............................ $ 703,326
Interest (net of withholding taxes of $11,782) ............................. 671,957
-----------
1,375,283
Expenses:
Management fee (Note C) .................................................... $ 1,545,158
Services to shareholders (Note C) .......................................... 356,795
Custodian and accounting fees (Note C) ..................................... 150,537
Directors' fees and expenses (Note C) ...................................... 28,616
Auditing ................................................................... 80,342
Reports to shareholders .................................................... 64,544
Federal and state registration ............................................. 46,726
Legal ...................................................................... 14,711
Other ...................................................................... 30,149 2,317,578
-------------------------------
Net investment loss ........................................................ (942,295)
-----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain (loss) from
Investment securities .............................................. 25,110,297
Gold ............................................................... (913,932)
Platinum ........................................................... 40,000
Foreign currency related transactions .............................. (1,067) 24,235,298
-----------
Net unrealized appreciation (depreciation) during the period on:
Investment securities .............................................. 21,896,243
Gold ............................................................... (662,959)
Platinum ........................................................... (179,789)
Foreign currency related transactions .............................. (505) 21,052,990
-------------------------------
Net gain on investment transactions ........................................ 45,288,288
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....................... $44,345,993
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
--
17
<PAGE>
SCUDDER GOLD FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
---------------------------------
INCREASE (DECREASE) IN NET ASSETS 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operations:
Net investment loss ..................................................... $ (942,295) $ (890,406)
Net realized gain from investment transactions .......................... 24,235,298 3,275,125
Net unrealized appreciation on investment transactions
during the period ............................................... 21,052,990 5,187,427
------------- -------------
Net increase in net assets resulting from operations .................... 44,345,993 7,572,146
------------- -------------
Distributions to shareholders:
In excess of net investment income ($1.08 and $.25 per
share, respectively) ............................................ (10,004,029) (2,869,449)
------------- -------------
From net realized gains from investment
transactions ($.63 and $.47 per share, respectively) ............ (5,863,581) (5,245,021)
------------- -------------
Fund share transactions:
Proceeds from shares sold ............................................... 245,536,569 143,035,136
Net asset value of shares issued to shareholders
in reinvestment of distributions ................................ 14,863,510 7,611,778
Cost of shares redeemed ................................................. (242,408,708) (153,550,282)
------------- -------------
Net increase (decrease) in net assets from Fund
share transactions .............................................. 17,991,371 (2,903,368)
------------- -------------
INCREASE DECREASE IN NET ASSETS ......................................... 46,469,754 (3,445,692)
Net assets at beginning of period ....................................... 126,410,690 129,856,382
------------- -------------
NET ASSETS AT END OF PERIOD (including undistributed net
investment income of $4,078,347 and accumulated
distributions in excess of net investment income of
$3,028,694, respectively) ....................................... $ 172,880,444 $ 126,410,690
============= =============
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period ............................... 9,826,603 10,277,443
------------- -------------
Shares sold ............................................................. 16,651,785 11,733,937
Shares issued to shareholders in reinvestment of distributions .......... 1,267,675 589,031
Shares redeemed ......................................................... (16,472,622) (12,773,808)
------------- -------------
Net increase (decrease) in Fund shares .................................. 1,446,838 (450,840)
------------- -------------
Shares outstanding at end of period ..................................... 11,273,441 9,826,603
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
--
18
<PAGE>
CONSOLIDATED FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD AND OTHER PERFORMANCE INFORMATION
DERIVED FROM THE FINANCIAL STATEMENTS.
<CAPTION>
FOR THE PERIOD
SEPTEMBER 2, 1988
(COMMENCEMENT
YEARS ENDED JUNE 30, OF OPERATIONS)
------------------------------------------------------------ TO JUNE 30,
1996(b) 1995(b) 1994(b) 1993(b) 1992(b) 1991 1990 1989
------------------------------------------------------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ........ $12.86 $12.64 $12.13 $ 9.19 $ 9.87 $10.21 $10.58 $12.00
------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income (loss) (a) .......... (.09) (.08) (.10) (.08) (.12) (.04) .07 (.06)
Net realized and unrealized gain (loss) ...
on investment transactions .............. 4.28 1.02 .85 3.02 (.56) (.30) (.34) (1.36)
------ ------ ------ ------ ------ ------ ------ ------
Total from investment operations ............ 4.19 .94 .75 2.94 (.68) (.34) (.27) (1.42)
------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
From net investment income ................ -- -- -- -- -- -- (.01) --
In excess of net investment income ........ (1.08) (.25) (.24) -- -- -- -- --
From net realized gains on
investment transactions ................. (0.63) (.47) -- -- -- -- (.03) --
From additional paid-in capital ........... -- -- -- -- -- -- (.06) --
------ ------ ------ ------ ------ ------ ------ ------
Total distributions ....................... (1.71) (.72) (.24) -- -- -- (.10) --
------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of period .............. $15.34 $12.86 $12.64 $12.13 $ 9.19 $ 9.87 $10.21 $10.58
====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%) ............................ 36.91 7.50 6.35 31.99 (6.89) (3.33) (2.71) (11.83)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions) ...... 173 126 130 90 31 33 17 9
Ratio of operating expenses,
net to average daily net assets (%) (a) ... 1.50 1.65 1.69 2.17 2.54 2.54 2.60 3.00*
Ratio of net investment income (loss) to
average daily net assets (%) .............. (.61) (.69) (.81) (.81) (1.34) (.59) .34 (1.06)*
Portfolio turnover rate (%) ................. 29.7 42.0 50.8 59.2 57.5 71.4 80.6 34.5*
Average commission rate paid (c) ............ $.0309 $ -- $ -- $ -- $ -- $ -- $ -- $ --
(a) Reflects a per share amount
of expenses reimbursed by
the Adviser of ........................ $ -- $ -- $ -- $ -- $ -- $ .02 $ .20 $ .18
Operating expense ratio
before expense reductions (%) ......... -- -- -- -- 2.57 2.82 3.74 6.59*
(b) Based on monthly average shares outstanding during the period.
(c) Average commission rate paid per share of common and preferred stocks is calculated for fiscal years ending on or
after June 30, 1996.
* Annualized
** Not annualized
</TABLE>
--
19
<PAGE>
SCUDDER GOLD FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Scudder Gold Fund (the "Fund") is a non-diversified series of Scudder Mutual
Funds, Inc. (the "Corporation"). The Corporation is a Maryland corporation,
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company. The Fund's financial statements are prepared in
accordance with generally accepted accounting principles which require the use
of management estimates. The policies described below are followed consistently
by the Fund in the preparation of its financial statements.
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements of the Fund
include the accounts of the Fund and Scudder Precious Metals, Inc., a
wholly-owned subsidiary of the Corporation, whose principal assets are precious
metals. All intercompany accounts and transactions have been eliminated.
SECURITY VALUATION. Portfolio securities which are traded on U.S. or foreign
stock exchanges are valued at the most recent sale price reported on the
exchange on which the security is traded most extensively. If no sale occurred,
the security is then valued at the calculated mean between the most recent bid
and asked quotations. If there are no such bid and asked quotations, the most
recent bid quotation is used. Securities quoted on the National Association of
Securities Dealers Automatic Quotation ("NASDAQ") System, for which there have
been sales, are valued at the most recent sale price reported on such system. If
there are no such sales, the value is the high or "inside" bid quotation.
Securities which are not quoted on the NASDAQ System but are traded in another
over-the-counter market are valued at the most recent sale price on such market.
If no sale occurred, the security is then valued at the calculated mean between
the most recent bid and asked quotations. If there are no such bid and asked
quotations, the most recent bid quotation shall be used.
Portfolio debt securities with remaining maturities greater than sixty days are
valued by pricing agents approved by the Officers of the Fund, which prices
reflect broker/dealer-supplied valuations and electronic data processing
techniques. If the pricing agents are unable to provide such quotations, the
most recent bid quotation supplied by a bona fide market maker shall be used.
Short-term investments having a maturity of sixty days or less are valued at
amortized cost. All other
--
20
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
securities are valued at their fair value as determined in good faith by the
Valuation Committee of the Board of Directors. Securities valued in good faith
by the Valuation Committee of the Board of Directors at fair value amounted to
$7,649,548 (4.4% of net assets) and have been noted in the investment portfolio
as of June 30, 1996. Their values have been estimated by the Board of Directors
in the absence of readily ascertainable market values. However, because of the
inherent uncertainty of valuation, those estimated values may differ
significantly from the values that would have been used had a ready market for
the securities existed, and the difference could be material.
PRECIOUS METALS VALUATION. Gold bullion will be valued on quotations obtained
from U.S. dealers and on the London afternoon gold price. Precious metals other
than gold will be valued on current prices provided by market makers.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
certain banks and broker/dealers whereby the Fund, through its custodian,
receives delivery of the underlying securities, the amount of which at the time
of purchase and each subsequent business day is required to be maintained at
such a level that the market value, depending on the maturity of the repurchase
agreement and the underlying collateral, is equal to at least 100.5% of the
resale price.
FOREIGN CURRENCY TRANSLATIONS. The books and records of the Fund are maintained
in U.S. dollars. Foreign currency transactions are translated into U.S. dollars
on the following basis:
(i) market value of investment securities, other assets and liabilities at
the daily rates of exchange, and
(ii) purchases and sales of investment securities, dividend and interest
income and certain expenses at the rates of exchange prevailing on the
respective dates of such transactions.
The Fund does not isolate that portion of gains and losses on investments which
is due to changes in foreign exchange rates from that which is due to changes in
market prices of the investments. Such fluctuations are included with the net
realized and unrealized gains and losses from investments.
Net realized and unrealized gain (loss) from foreign currency related
transactions includes gains and losses between trade and settlement
--
21
<PAGE>
SCUDDER GOLD FUND
- --------------------------------------------------------------------------------
dates on securities transactions, gains and losses arising from the sales of
foreign currency, and gains and losses between the ex and payment dates on
dividends, interest, and foreign withholding taxes.
FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment
companies, and to distribute all of its taxable income to its shareholders. The
Fund paid no federal income taxes and no federal income tax provision was
required.
DISTRIBUTION OF INCOME AND GAINS. Distributions of net investment income are
made annually. During any particular year net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders. An additional distribution may be made to the extent necessary to
avoid the payment of a four percent federal excise tax. The Fund uses the
identified cost method for determining realized gain or loss on investments for
both financial and federal income tax reporting purposes.
The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. These
differences relate primarily to investments in Passive Foreign Investment
Companies. As a result, net investment income (loss) and net realized gain
(loss) on investment transactions for a reporting period may differ
significantly from distributions during such period. Accordingly, the Fund may
periodically make reclassifications among certain of its capital accounts
without impacting the net asset value of the Fund.
OTHER. Investment security and precious metals transactions are accounted for on
a trade date basis. Dividend income and distributions to shareholders are
recorded on the ex-dividend date. Interest income is recorded on the accrual
basis. All original issue discounts are accreted for both tax and financial
reporting purposes.
B. PURCHASES AND SALES
- --------------------------------------------------------------------------------
For the year ended June 30, 1996, purchases and sales of investment securities
(excluding short-term investments) aggregated $38,774,560 and $54,944,305,
respectively. During the year ended June 30, 1996,
--
22
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
purchases and sales of gold aggregated $46,824,787 and $27,006,790,
respectively; and sales of platinum aggregated $430,000.
C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Fund's Investment Advisory Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Fund agrees to pay to the Adviser a
fee equal to an annual rate of 1% of the Fund's average net assets, computed and
accrued daily and payable monthly. For the year ended June 30, 1996, the fee
pursuant to the Agreement amounted to $1,545,158 of which $165,945 is unpaid at
June 30, 1996. However, the Adviser agreed to absorb a portion of expenses in
order to maintain the annualized expenses of the Fund at not more than 3% of the
average net assets until October 31, 1995. The Adviser did not absorb any
expenses for the year ended June 30, 1996. The Agreement also provides that if
the Fund's expenses, exclusive of taxes, interest and extraordinary expenses,
exceed the lowest applicable state expense limitation, such excess up to the
amount of the management fee will be paid by the Adviser.
Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent. For the year ended June
30, 1996, the amount charged to the Fund by SSC aggregated $287,010, of which
$27,581 is unpaid at June 30, 1996.
Scudder Trust Company ("STC"), a subsidiary of the Adviser, provides
recordkeeping and other services in connection with certain retirement and
employee benefit plans invested in the Fund. For the year ended June 30, 1996,
the amount charged to the Fund by STC aggregated $9,658, of which $1,778 is
unpaid at June 30, 1996.
Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the year ended
June 30, 1996, the amount charged to the Fund by SFAC aggregated $56,134, of
which $10,978 is unpaid at June 30, 1996.
The Fund pays each Director not affiliated with the Adviser $4,000 annually,
plus specified amounts for attended board and committee meetings. For the year
ended June 30, 1996, Directors' fees and expenses aggregated $28,616.
--
23
<PAGE>
SCUDDER GOLD FUND
- --------------------------------------------------------------------------------
D. LINES OF CREDIT
- --------------------------------------------------------------------------------
The Fund and several affiliated Funds ("the Participants") share in a $500
million revolving credit facility for temporary or emergency purposes, including
the meeting of redemption requests that otherwise might require the untimely
disposition of securities. The Participants are charged an annual commitment fee
which is allocated among each of the Participants. Interest is calculated based
on the market rates at the time of the borrowing. The Fund may borrow up to a
maximum of 33 percent of its net assets under the agreement. In addition, the
Fund also maintains an uncommitted line of credit.
--
24
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS OF SCUDDER MUTUAL FUNDS, INC. AND THE SHAREHOLDERS
OF SCUDDER GOLD FUND:
We have audited the accompanying consolidated statement of assets and
liabilities of Scudder Gold Fund, including the investment portfolio, as of June
30, 1996, and the related consolidated statement of operations for the year then
ended, the consolidated statements of changes in net assets for each of the two
years in the period then ended, and the consolidated financial highlights for
each of the seven years in the period then ended, and for the period September
2, 1988 (commencement of operations) to June 30, 1989. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities and precious
metals owned as of June 30, 1996, by correspondence with the custodians and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the consolidated financial
position of Scudder Gold Fund as of June 30, 1996, the consolidated results of
its operations for the year then ended, the consolidated changes in its net
assets for each of the two years in the period then ended, and the consolidated
financial highlights for each of the seven years in the period then ended, and
for the period September 2, 1988 (commencement of operations) to June 30, 1989,
in conformity with generally accepted accounting principles.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
August 16, 1996
--
25
<PAGE>
SCUDDER GOLD FUND
TAX INFORMATION
- --------------------------------------------------------------------------------
The Fund paid distributions of $.63 per share from long-term capital gains
during its year ended June 30, 1996. Pursuant to section 852 of the Internal
Revenue Code, the Fund designates $5,652,288 as capital gain dividends for its
fiscal year ended June 30, 1996.
Please consult a tax adviser if you have questions about federal or state income
tax laws, or on how to prepare your tax returns. If you have specific questions
about your Scudder Fund account, please call a Scudder Investors Relations
Representative at 1-800-225-5163.
--
26
(This page intentionally left blank.)
27
<PAGE>
(This page intentionally left blank.)
28
<PAGE>
OFFICERS AND TRUSTEES
Daniel Pierce*
President and Director
Thomas J. Devine
Director; Consultant
Keith R. Fox
Director
Dr. Gordon Shillinglaw
Director; Professor Emeritus of Accounting, Columbia University
Graduate School of Business
Robert G. Stone, Jr.
Honorary Director; Chairman of the Board, Kirby Corporation
Jerard K. Hartman*
Vice President
Thomas W. Joseph*
Vice President
David S. Lee*
Vice President
Thomas F. McDonough*
Vice President and Secretary
Pamela A. McGrath*
Vice President and Treasurer
Edward J. O'Connell*
Vice President and Assistant Treasurer
Juris Padegs*
Vice President and Assistant Secretary
Kathryn L. Quirk*
Vice President and Assistant Secretary
Coleen Downs Dinneen*
Assistant Secretary
* Scudder, Stevens & Clark, Inc.
29
<PAGE>
INVESTMENT PRODUCTS AND SERVICES
<TABLE>
<CAPTION>
The Scudder Family of Funds
-----------------------------------------------------------------------------------------------------------------
<C> <C>
Money Market Income
Scudder Cash Investment Trust Scudder Emerging Markets Income Fund
Scudder U.S. Treasury Money Fund Scudder Global Bond Fund
Tax Free Money Market+ Scudder GNMA Fund
Scudder Tax Free Money Fund Scudder High Yield Bond Fund
Scudder California Tax Free Money Fund* Scudder Income Fund
Scudder New York Tax Free Money Fund* Scudder International Bond Fund
Tax Free+ Scudder Short Term Bond Fund
Scudder California Tax Free Fund* Scudder Zero Coupon 2000 Fund
Scudder High Yield Tax Free Fund Growth
Scudder Limited Term Tax Free Fund Scudder Capital Growth Fund
Scudder Managed Municipal Bonds Scudder Development Fund
Scudder Massachusetts Limited Term Tax Free Fund* Scudder Emerging Markets Growth Fund
Scudder Massachusetts Tax Free Fund* Scudder Global Fund
Scudder Medium Term Tax Free Fund Scudder Global Discovery Fund
Scudder New York Tax Free Fund* Scudder Gold Fund
Scudder Ohio Tax Free Fund* Scudder Greater Europe Growth Fund
Scudder Pennsylvania Tax Free Fund* Scudder International Fund
Growth and Income Scudder Latin America Fund
Scudder Balanced Fund Scudder Micro Cap Fund
Scudder Growth and Income Fund Scudder Pacific Opportunities Fund
Scudder Quality Growth Fund
Scudder Small Company Value Fund
Scudder Value Fund
The Japan Fund
Retirement Plans and Tax-Advantaged Investments
-----------------------------------------------------------------------------------------------------------------
IRAs 403(b) Plans
Keogh Plans SEP-IRAs
Scudder Horizon Plan+++* (a variable annuity) Profit Sharing and Money Purchase
401(k) Plans Pension Plans
Closed-End Funds#
-----------------------------------------------------------------------------------------------------------------
The Argentina Fund, Inc. The Latin America Dollar Income Fund, Inc.
The Brazil Fund, Inc. Montgomery Street Income Securities, Inc.
The First Iberian Fund, Inc. Scudder New Asia Fund, Inc.
The Korea Fund, Inc. Scudder New Europe Fund, Inc.
Scudder World Income
Opportunities Fund, Inc.
Institutional Cash Management
-----------------------------------------------------------------------------------------------------------------
Scudder Institutional Fund, Inc. Scudder Treasurers Trust(TM)++
Scudder Fund, Inc.
-----------------------------------------------------------------------------------------------------------------
<FN>
For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +A portion of the income from the
tax-free funds may be subject to federal, state, and local taxes. *Not
available in all states. +++A no-load variable annuity contract provided by
Charter National Life Insurance Company and its affiliate, offered by
Scudder's insurance agencies, 1-800-225-2470. #These funds, advised by
Scudder, Stevens & Clark, Inc. are traded on various stock exchanges. ++For
information on Scudder Treasurers Trust,(TM) an institutional cash
management service that utilizes certain portfolios of Scudder Fund, Inc.
($100,000 minimum), call 1-800-541-7703.
</FN>
</TABLE>
30
<PAGE>
HOW TO CONTACT SCUDDER
<TABLE>
<CAPTION>
Account Service and Information
-------------------------------------------------------------------------------------------------------------
<S> <C>
For existing account service and transactions
SCUDDER INVESTOR RELATIONS
1-800-225-5163
For personalized information about your Scudder accounts;
exchanges and redemptions; or information on any Scudder fund
SCUDDER AUTOMATED INFORMATION LINE (SAIL)
1-800-343-2890
Investment Information
-------------------------------------------------------------------------------------------------------------
To receive information about the Scudder funds, for additional
applications and prospectuses, or for investment questions
SCUDDER INVESTOR RELATIONS
1-800-225-2470
For establishing 401(k) and 403(b) plans
SCUDDER DEFINED CONTRIBUTION SERVICES
1-800-323-6105
Please address all correspondence to
-------------------------------------------------------------------------------------------------------------
THE SCUDDER FUNDS
P.O. BOX 2291
BOSTON, MASSACHUSETTS
02107-2291
Visit the Scudder World Wide Web Site at:
-------------------------------------------------------------------------------------------------------------
http://funds.scudder.com
Or stop by a Scudder Funds Center
-------------------------------------------------------------------------------------------------------------
Many shareholders enjoy the personal, one-on-one service of the
Scudder Funds Centers. Check for a Funds Center near you--they can
be found in the following cities:
Boca Raton New York
Boston Portland, OR
Chicago San Diego
Cincinnati San Francisco
Los Angeles Scottsdale
-------------------------------------------------------------------------------------------------------------
For information on Scudder For information on Scudder
Treasurers Trust,(TM)an institutional Institutional Funds,* funds
cash management service for designed to meet the broad
corporations, non-profit investment management and
organizations and trusts that uses service needs of banks and
certain portfolios of Scudder Fund, other institutions, call
Inc.* ($100,000 minimum), call 1-800-854-8525.
1-800-541-7703.
-------------------------------------------------------------------------------------------------------------
Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor.
* Contact Scudder Investor Services, Inc., Distributor, to receive a
prospectus with more complete information, including management fees and
expenses. Please read it carefully before you invest or send money.
</TABLE>
31
<PAGE>
Celebrating Over 75 Years of Serving Investors
Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark was the first independent investment counsel
firm in the United States. Since its birth, Scudder's pioneering spirit and
commitment to professional long-term investment management have helped shape the
investment industry. In 1928, we introduced the nation's first no-load mutual
fund. Today we offer 40 pure no load(TM) funds, including the first
international mutual fund offered to U.S. investors.
Over the years, Scudder's global investment perspective and dedication
to research and fundamental investment disciplines have helped us become one of
the largest and most respected investment managers in the world. Though times
have changed since our beginnings, we remain committed to our long-standing
principles: managing money with integrity and distinction; keeping the interests
of our clients first; providing access to investments and markets that may not
be easily available to individuals; and making investing as simple and
convenient as possible through friendly, comprehensive service.
<PAGE>
SCUDDER MUTUAL FUNDS, INC.
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<S> <C>
a. Financial Statements
Included in Part A of this Registration Statement:
Financial Highlights for the period September 2, 1988 (commencement of operations) to
June 30, 1989 and for each of the five years ended June 30, through 1996.
Included in Part B of this Registration Statement:
Investment Portfolio as of June 30, 1996
Consolidated Statement of Assets and Liabilities as of June 30, 1996
Consolidated Statement of Operations for the year ended June 30, 1996
Consolidated Statements of Changes in Net Assets for each of the two years
ended June 30, 1995 and 1996
Supplementary Highlights for each of the five years ended June 30,
through 1996 and the period September 2, 1988 (commencement of operations)
to June 30, 1989
Notes to Financial Statements
Report of Independent Accountants
Statements, schedules and historical information other than those listed above have been omitted
since they are either not applicable or are not required.
b. Exhibits:
1. (a) Articles of Incorporation dated March 17, 1988.
(Incorporated by reference to Exhibit 1 to original Registration
Statement.)
(b) Articles of Amendment dated October 12, 1990
(Incorporated by reference to Exhibit 1(b) to Post-Effective
Amendment No. 4 to this Registration Statement.)
2. (a) By-Laws dated March 18, 1988.
(Incorporated by reference to Exhibit 2 to original Registration
Statement.)
(b) Amendment to the By-Laws dated December 12, 1991.
(Incorporated by reference to Exhibit 2(b) to Post-Effective
Amendment No. 5 to this Registration Statement.)
(c) Amendment to By-Laws dated June 4, 1996 is filed herein.
(d) Amendment to By-Laws dated September 4, 1996 is filed herein.
3. Inapplicable.
4. Specimen share certificate representing shares of common stock of
$0.01 par value of Scudder Mutual Funds, Inc.
(Incorporated by reference to Exhibit 4 to Post-Effective
Amendment No. 2 to this Registration Statement.)
Part C - Page 1
<PAGE>
5. (a) Investment Advisory Agreement between the Registrant (on behalf
of Scudder Gold Fund) and Scudder, Stevens & Clark, Inc.
dated August 22, 1988.
(Incorporated by reference to Exhibit 5 to Post-Effective
Amendment No. 1 to this Registration Statement.)
(b) Investment Management Agreement between the Registrant (on
behalf of Scudder Gold Fund) and Scudder, Stevens & Clark,
Inc. dated September 5, 1996 is filed herein.
6. Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc. dated August 22, 1988.
(Incorporated by reference to Exhibit 6 to Post-Effective
Amendment No. 1 to this Registration Statement.)
7. Inapplicable.
8. (a)(1) Custodian Agreement between the Registrant and State Street Bank
and Trust Company.
(Incorporated by reference to Exhibit 8(a) to Post-Effective
Amendment No. 3 to this Registration Statement.)
(a)(2) Fee schedule for Exhibit (8)(a)(1).
(Incorporated by reference to Exhibit 8(a)(2) to Post-Effective
Amendment No. 8 to this Registration Statement.)
9. (a)(1) Transfer Agency and Service Agreement between the Registrant
and Scudder Service Corporation dated October 2, 1989.
(Incorporated by reference to Exhibit 9(a)(1) to Post-Effective
Amendment No. 3 to this Registration Statement.)
(a)(2) Fee schedule for Exhibit (9)(a)(1).
(Incorporated by reference to Exhibit 9(a)(2) to Post-Effective
Amendment No. 3 to this Registration Statement.)
(a)(3) Service Agreement between Copeland Associates, Inc. on behalf of
Scudder Mutual Funds, Inc. and Scudder Gold Fund dated June
8, 1995.
(Incorporated by reference to Exhibit 9(a)(3) to Post-Effective
Amendment No. 8 to this Registration Statement.)
(a)(4) Form of fee schedule for Exhibit 9(a)(1).
(Incorporated by reference to Exhibit 9(a)(1) to Post-Effective
Amendment No. 8 to this Registration Statement.)
(b)(1) COMPASS Service Agreement between the Registrant and Scudder
Trust Company dated January 1, 1990.
(Incorporated by reference to Exhibit 9(b)(1) to Post-Effective
Amendment No. 3 to this Registration Statement.)
(b)(2) Fee schedule for Exhibit (9)(b)(1).
(Incorporated by reference to Exhibit 9(b)(2) to Post-Effective
Amendment No. 3 to this Registration Statement.)
(b)(3) COMPASS Service Agreement between the Registrant and Scudder
Trust Company dated October 1, 1995 is filed herein.
Part C - Page 2
<PAGE>
(c)(1) Fund Accounting Services Agreement between the Registrant and
The First National Bank of Boston dated August 22, 1988.
(Incorporated by reference to Exhibit 9(c)(1) to Post-Effective
Amendment No. 4 to this Registration Statement.)
(c)(2) Pricing Authorization Form (Exhibit B) for Exhibit 9(c)(1) dated
January 10, 1991.
(Incorporated by reference to Exhibit 9(c)(2) to Post-Effective
Amendment No. 4 to this Registration Statement.)
(c)(3) Fund Accounting Services Agreement between the Registrant and
Scudder Fund Accounting Corporation dated March 28, 1995.
(Incorporated by reference to Exhibit 9(c)(3) to Post-Effective
Amendment No. 8 to this Registration Statement.)
(d) Inapplicable.
10. Opinion of Counsel is filed herein.
11. Consent of Independent Accountants is filed herein.
12. Inapplicable.
13. Letter of Investment Intent Purchase Agreement (on behalf of
Scudder Mutual Funds, Inc.)
(Incorporated by reference to Exhibit 13 to Pre-Effective
Amendment No. 2 to original Registration Statement.)
14. (a) Scudder Flexi-Plan for Corporations and Self-Employed
Individuals.
(Incorporated by reference to Exhibit 14(a) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement
on Form N-1A [File Nos. 2-13627 and 811-42].)
(b) Scudder Individual Retirement Plan.
(Incorporated by reference to Exhibit 14(b) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement
on Form N-1A [File Nos. 2-13627 and 811-42].)
(c) Scudder Funds 403(b) Plan.
(Incorporated by reference to Exhibit 14(c) to Scudder Income Fund
Post-Effective Amendment No. 46 to its Registration Statement
on Form N-1A [File Nos. 2-13627 and 811-42].)
(d) Scudder Employer-Select 403(b) Plan.
(Incorporated by reference to Exhibit 14(e)(2) to Scudder Income
Fund, Inc. Post-Effective Amendment No. 43 to its Registration
Statement on Form N-1A [File Nos. 2-13627 and 811-42].)
(e) Scudder Cash or Deferred Profit Sharing Plan under Section 401(k).
(Incorporated by reference to Exhibit 14(f) to Scudder Income Fund,
Inc. Post-Effective Amendment No. 43 to its Registration
Statement on Form N-1A [File Nos. 2-13627 and 811-42].)
15. Inapplicable.
Part C - Page 3
<PAGE>
16. Schedule for Computation of Performance Quotation.
(Incorporated by reference to Exhibit 16 to Post-Effective Amendment
No. 2 to this Registration Statement.)
17. Financial Data Schedule is filed herein.
18. Inapplicable.
Item 25. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
None
Item 26. Number of Holders of Securities (as of September 30, 1996).
- ------- -----------------------------------------------------------
(1) (2)
Title of Class Number of Shareholders
-------------- ----------------------
Shares of common stock 15,275
($0.01 par value)
Item 27. Indemnification.
- -------- ----------------
A policy of insurance covering Scudder, Stevens & Clark Inc., its subsidiaries including Scudder Investor
Services, Inc., and all of the registered investment companies advised by Scudder, Stevens & Clark Inc.
insures the Registrant's Directors and officers and others against liability arising by reason of an alleged
breach of duty caused by any negligent error or accidental omission in the scope of their duties.
Article Seven of Registrant's Articles of Incorporation state
as follows:
(1) To the fullest extent that limitation on the liability of directors and officers is permitted by the
Maryland General Corporation Law, no director or officer of the Registrant shall have any liability
to the Registrant or its stockholders for damages. This limitation on liability applies to events
occurring at the time a person serves as a director or officer of the Registrant whether or not such
person is a director or officer at the time of any proceeding in which liability is asserted.
(2) The Registrant shall indemnify and advance expenses to its currently acting and its former
directors to the fullest extent that indemnification of directors is permitted by the Maryland
General Corporation Law. The Registrant shall indemnify and advance expenses to its officers to
the same extent as its directors and to such further extent as is consistent with law. The Board of
Directors may by Bylaw, resolution or agreement make further provision for indemnification of
directors, officers, employees and agents to the fullest extent permitted by the Maryland General
Corporation Law.
(3) References to the Maryland General Corporation Law in this Article are to that law as from time to
time amended. No amendment to the charter of the Registrant shall affect any right of any person
under this Article based on any event, omission or proceeding prior to the amendment.
(4) No provision of the Articles of Incorporation of the Registrant shall be effective to (i) require a
waiver of compliance with any provision of the Securities Act of 1933, as amended, or the
Investment Company Act of 1940, as amended (the "1940 Act"), or of any valid rule, regulation or
order of the Securities and Exchange Commission under those Acts or (ii) protect or purport to
protect any director of officer of the Registrant against any liability to the Registrant or its security
holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his office.
Part C - Page 4
<PAGE>
Item 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
The Adviser has stockholders and employees who are denominated fficers but do not as such have
corporation-wide responsibilities. Such persons are not considered officers for the purpose of this Item 28.
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
Stephen R. Beckwith Director, Vice President, Assistant Treasurer, Chief Operating Officer & Chief
Financial Officer, Scudder, Stevens & Clark, Inc. (investment adviser)**
Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Supervisory Director, The Latin America Income and Appreciation Fund N.V.
(investment company) +
Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
Supervisory Director, Scudder Mortgage Fund (investment company)+
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities
I & II (investment company) +
Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #
Trustee, Scudder Funds Trust (investment company)*
President & Director, The Latin America Dollar Income Fund, Inc. (investment
company)**
President & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Director, Canadian High Income Fund (investment company)#
Director, Hot Growth Companies Fund (investment company)#
President, The Japan Fund, Inc. (investment company)**
Director, Sovereign High Yield Investment Company (investment company)+
Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, Scudder New Europe Fund, Inc. (investment company)**
President & Director, The Brazil Fund, Inc. (investment company)**
President & Director, The First Iberian Fund, Inc. (investment company)**
President & Director, Scudder International Fund, Inc. (investment company)**
President & Director, Scudder Global Fund, Inc. (President on all series except Scudder
Global Fund) (investment company)**
President & Director, The Korea Fund, Inc. (investment company)**
President & Director, Scudder New Asia Fund, Inc. (investment company)**
President, The Argentina Fund, Inc. (investment company)**
Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Vice President, Scudder, Stevens & Clark Overseas Corporationoo
E. Michael Brown Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder GNMA Fund (investment company)*
Trustee, Scudder U.S. Treasury Fund (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Director & President, Scudder Realty Holding Corporation (a real estate holding
company)*
Director & President, Scudder Trust Company (a trust company)+++
Director, Scudder Trust (Cayman) Ltd.
Part C - Page 5
<PAGE>
Mark S. Casady Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Vice President, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*
Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
President & Trustee, AARP Cash Investment Funds (investment company)**
President & Trustee, AARP Growth Trust (investment company)**
President & Trustee, AARP Income Trust (investment company)**
President & Trustee, AARP Tax Free Income Trust (investment company)**
Director, SFA, Inc. (advertising agency)*
Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder California Tax Free Trust (investment company)*
Vice President, Scudder Equity Trust (investment company)**
Vice President, Scudder Cash Investment Trust (investment company)*
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President, Scudder Portfolio Trust (investment company)*
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder International Fund, Inc. (investment company)**
Vice President, Scudder Investment Trust (investment company)*
Vice President, Scudder Municipal Trust (investment company)*
Vice President, Scudder Mutual Funds, Inc. (investment company)**
Vice President, Scudder New Asia Fund, Inc. (investment company)**
Vice President, Scudder New Europe Fund, Inc. (investment company)**
Vice President, Scudder Securities Trust (investment company)*
Vice President, Scudder State Tax Free Trust (investment company)*
Vice President, Scudder Funds Trust (investment company)**
Vice President, Scudder Tax Free Money Fund (investment company)*
Vice President, Scudder Tax Free Trust (investment company)*
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
Vice President, Scudder Variable Life Investment Fund (investment company)*
Vice President, The Brazil Fund, Inc. (investment company)**
Vice President, The Korea Fund, Inc. (investment company)**
Vice President, The Argentina Fund, Inc. (investment company)**
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
investment adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Variable Life Investment Fund (investment company)*
Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director, Scudder Global Fund, Inc. (investment company)**
Director, Scudder International Fund, Inc. (investment company)**
Director, Scudder Mutual Funds, Inc. (investment company)**
Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*
Part C - Page 6
<PAGE>
President & Director, SFA, Inc. (advertising agency)*
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Equity Trust (investment company)**
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, Montgomery Street Income Securities, Inc. (investment company) o
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Daniel Pierce Chairman & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
Trustee, Scudder California Tax Free Trust (investment company)*
President & Trustee, Scudder Equity Trust (investment company)**
Director, The First Iberian Fund, Inc. (investment company)**
President & Trustee, Scudder GNMA Fund (investment company)*
President & Trustee, Scudder Portfolio Trust (investment company)*
President & Trustee, Scudder Funds Trust (investment company)**
President & Director, Scudder Institutional Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
President & Trustee, Scudder Investment Trust (investment company)*
Vice President & Trustee, Scudder Municipal Trust (investment company)*
President & Director, Scudder Mutual Funds, Inc. (investment company)**
Director, Scudder New Asia Fund, Inc. (investment company)**
President & Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President & Trustee, Scudder Variable Life Investment Fund (investment
company)*
Director, The Brazil Fund, Inc. (until 7/94) (investment company)**
Vice President & Assistant Treasurer, Montgomery Street Income Securities, Inc.
(investment company)o
Chairman, Vice President & Director, Scudder Global Fund, Inc. (investment
company)**
Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
(broker/dealer)*
President & Director, Scudder Service Corporation (in-house transfer agent)*
Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
adviser), Toronto, Ontario, Canada
President & Director, Scudder Precious Metals, Inc. xxx
Chairman & Director, Scudder Global Opportunities Funds (investment company)
Luxembourg
Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England
Director, Scudder Fund Accounting Corporation (in-house fund accounting agent)*
Director, Vice President & Assistant Secretary, Scudder Realty Holdings Corporation (a
real estate holding company)*
Director, Scudder Latin America Investment Trust PLC (investment company)@
Incorporator, Scudder Trust Company (a trust company)+++
Director, Fiduciary Trust Company (banking & trust company) Boston, MA
Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA
Trustee, New England Aquarium, Boston, MA
Part C - Page 7
<PAGE>
Kathryn L. Quirk Director & Secretary, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Argentina Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder International Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, Scudder Equity Trust (investment company)**
Vice President & Assistant Secretary, Scudder Securities Trust (investment company)*
Vice President & Assistant Secretary, Scudder Funds Trust (investment company)**
Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Montgomery Street Income Securities, Inc.
(investment company)o
Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder New Europe Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, Scudder Variable Life Investment Fund (investment
company)*
Vice President & Assistant Secretary, The First Iberian Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, The Latin America Dollar Income Fund, Inc.
(investment company)**
Vice President & Secretary, AARP Growth Trust (investment company)**
Vice President & Secretary, AARP Income Trust (investment company)**
Vice President & Secretary, AARP Tax Free Income Trust(investment company)**
Vice President & Secretary, AARP Cash Investment Funds (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President & Secretary, The Japan Fund, Inc. (investment company)**
Director, Vice President & Secretary, Scudder Fund Accounting Corporation (in-house
fund accounting agent)*
Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation (a real
estate holding company)*
Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx
Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, AARP Cash Investment Funds (investment company)**
Vice President, AARP Growth Trust (investment company)**
Vice President, AARP Income Trust (investment company)**
Vice President, AARP Tax Free Income Trust (investment company)**
Edmond D. Villani Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Supervisory Director, Scudder Mortgage Fund (investment company) +
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Part C - Page 8
<PAGE>
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities
I & II (investment company)+
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporationoo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Director, IBJ Global Investment Management S.A., (Luxembourg investment
management company) Luxembourg, Grand-Duchy of Luxembourg
Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Montgomery Street Income Securities, Inc. (investment company)o
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon
Item 29. Principal Underwriters.
- -------- -----------------------
(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Portfolio Trust
Scudder Securities Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment Fund
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
Part C - Page 9
<PAGE>
AARP Tax Free Income Trust
The Japan Fund, Inc.
(b)
(1) (2) (3)
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110
Mark S. Casady Vice President and Director None
Two International Place
Boston, MA 02110
Linda Coughlin Director and Senior Vice President None
345 Park Avenue
New York, NY 10154
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Coleen Downs Dinneen Assistant Clerk Assistant Secretary
Two International Place
Boston, MA 02110
Paul J. Elmlinger Vice President None
345 Park Avenue
New York, NY 10154
Cuyler W. Findlay Senior Vice President None
345 Park Avenue
New York, NY 10154
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
Thomas W. Joseph Vice President, Director, Vice President
Two International Place Treasurer and Assistant Clerk
Boston, MA 02110
Dudley H. Ladd Senior Vice President and Director
Two International Place Director
Boston, MA 02110
David S. Lee President, Assistant Vice President
Two International Place Treasurer and Director
Boston, MA 02110
Part C - Page 10
<PAGE>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
Thomas F. McDonough Clerk Vice President and
Two International Place Secretary
Boston, MA 02110
Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154
Edward J. O'Connell Assistant Treasurer Vice President and
345 Park Avenue Assistant Treasurer
New York, NY 10154
Daniel Pierce Vice President, Director President and Director
Two International Place and Assistant Treasurer
Boston, MA 02110
Kathryn L. Quirk Vice President Vice President and
345 Park Avenue Assistant Secretary
New York, NY 10154
Edmund J. Thimme Vice President and Director None
345 Park Avenue
New York, NY 10154
David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110
The Underwriter has employees who are denominated officers of an operational area. Such persons do not have
corporation-wide responsibilities and are not considered officers for the purpose of this Item 29.
(c)
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other Compensation
Underwriter Commissions and Repurchases Commissions
----------- ----------- --------------- -----------
Scudder Investor None None None None
Services, Inc.
Item 30. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act
and the Rules promulgated thereunder are maintained by Scudder, Stevens & Clark, Inc., Two International
Place, Boston, Massachusetts, 02110. Records relating to the duties of the Registrant's custodian are
maintained by State Street Bank and Trust Company, Heritage Drive, North Quincy, Massachusetts.
Records relating to the duties of the Registrants' transfer agent are maintained by Scudder Service
Corporation, Two International Place, Boston, Massachusetts, 02110.
Part C - Page 11
<PAGE>
Item 31. Management Services.
Inapplicable.
Item 32. Undertaking.
Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of such
Fund's latest annual report to shareholders upon request and without charge.
</TABLE>
Part C - Page 12
<PAGE>
File No. 33-22059
File No. 811-5565
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 9
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 11
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER MUTUAL FUNDS, INC.
<PAGE>
SCUDDER MUTUAL FUNDS, INC.
Exhibit Index
Exhibit 2(c)
Exhibit 2(d)
Exhibit 5(b)
Exhibit 9(b)(3)
Exhibit 10
Exhibit 11
Exhibit 17
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, and the
Commonwealth of Massachusetts, on the 25th day of October, 1996.
SCUDDER MUTUAL FUNDS, INC.
By /s/Thomas F. McDonough
----------------------
Thomas F. McDonough,
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/Daniel Pierce
- ---------------------------------------
Daniel Pierce* President (Principal Executive October 25, 1996
Officer) and Director
/s/Dudley H. Ladd
- ---------------------------------------
Dudley H. Ladd* Director October 25, 1996
/s/Thomas J. Devine
- ---------------------------------------
Thomas J. Devine* Director October 25, 1996
/s/Keith R. Fox
- ---------------------------------------
Keith R. Fox* Director October 25, 1996
/s/Gordon Shillinglaw
- ---------------------------------------
Gordon Shillinglaw* Director October 25, 1996
/s/Pamela A. McGrath
- ---------------------------------------
Pamela A. McGrath Vice President and Treasurer October 25, 1996
(Principal Financial and Accounting
Officer)
</TABLE>
By: /s/ Thomas F. McDonough
-----------------------
Thomas F. McDonough
Attorney-in-fact pursuant to powers of attorney for Daniel Pierce, Thomas
J. Devine and Gordon Shillinglaw contained in the signature page of
Post-Effective Amendment No.1 to the Registration Statement filed
February 22, 1989 and for Keith R. Fox and Dudley H. Ladd contained in
this post-effective amendment to the Registration Statement.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 25th day of October, 1996.
SCUDDER MUTUAL FUNDS, INC.
By /s/Thomas F. McDonough
----------------------
Thomas F. McDonough,
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in his capacity as a director or officer, or both, as the case may
be of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Burton M. Leibert and each of them, severally, or if more than one acts, a
majority of them, his true and lawful attorney and agent to execute in his name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/Keith R. Fox
- --------------------------------------
Keith R. Fox Director October 15, 1996
</TABLE>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 25th
day of October, 1996.
SCUDDER MUTUAL FUNDS, INC.
By /s/Thomas F. McDonough
----------------------
Thomas F. McDonough,
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in his capacity as a director or officer, or both, as the case may
be of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Burton M. Leibert and each of them, severally, or if more than one acts, a
majority of them, his true and lawful attorney and agent to execute in his name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/Dudley H. Ladd
- --------------------------------------
Dudley H. Ladd Director October 7, 1996
</TABLE>
3
Coopers & Lybrand Coopers & Lybrand L.L.P.
a professional services firm
Consent of Independent Accountants
To the Board of Directors of Scudder Mutual Funds, Inc.:
We consent to the inclusion in Post-Effective Amendment No. 9 to the
Registration Statement of Scudder Gold Fund on Form N-1A, of our report dated
August 16, 1996 on our audit of the financial statements and financial
highlights of the Scudder Gold Fund, which reports are included in the Annual
Report to Shareholders for the year ended June 30, 1996, which is incorporated
by reference in the Registration Statement.
We also consent to the reference to our Firm under the caption,
"Experts."
/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts Coopers & Lybrand L.L.P.
October 19, 1996
Coopers & Lybrand is a member of Coopers & Lybrand International, a limited
liability association incorporated in Switzerland.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Gold Fund Annual Report for the fiscal year ended June 30, 1996 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> Scudder Gold Fund
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> $142,453,714
<INVESTMENTS-AT-VALUE> $177,076,635
<RECEIVABLES> $443,439
<ASSETS-OTHER> $8,623
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> $177,528,697
<PAYABLE-FOR-SECURITIES> $2,219,137
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> $2,429,116
<TOTAL-LIABILITIES> $4,648,253
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> $132,471,878
<SHARES-COMMON-STOCK> 11,273,441
<SHARES-COMMON-PRIOR> 9,826,603
<ACCUMULATED-NII-CURRENT> 4,078,347
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> $1,707,488
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> $34,622,731
<NET-ASSETS> $172,880,444
<DIVIDEND-INCOME> $703,326
<INTEREST-INCOME> $671,957
<OTHER-INCOME> 0
<EXPENSES-NET> $2,317,578
<NET-INVESTMENT-INCOME> ($942,295)
<REALIZED-GAINS-CURRENT> $24,235,298
<APPREC-INCREASE-CURRENT> $21,052,990
<NET-CHANGE-FROM-OPS> $44,345,993
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> $10,004,029
<DISTRIBUTIONS-OF-GAINS> $5,863,581
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16,651,785
<NUMBER-OF-SHARES-REDEEMED> (16,472,622)
<SHARES-REINVESTED> 1,267,675
<NET-CHANGE-IN-ASSETS> $46,469,754
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> $399,396
<OVERDISTRIB-NII-PRIOR> ($3,028,694)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> $1,545,158
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> $2,317,578
<AVERAGE-NET-ASSETS> $154,265,431
<PER-SHARE-NAV-BEGIN> $12.86
<PER-SHARE-NII> ($0.09)
<PER-SHARE-GAIN-APPREC> $4.28
<PER-SHARE-DIVIDEND> ($1.08)
<PER-SHARE-DISTRIBUTIONS> ($0.63)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> $15.34
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Exhibit 2(c)
SCUDDER MUTUAL FUNDS, INC.
On June 4, 1996, the Board of Directors of Scudder Mutual Funds, Inc.
adopted the following amending the By-Laws of the corporation to read as
follows:
RESOLVED, that pursuant to the provisions of Article VIII of
the Fund's By-Laws, Section 3 of Article IV of the Fund's
By-Laws is hereby amended to read in its entirety as follows
(additions have been underlined):
ARTICLE IV
STOCK
SECTION 3. Transfers of Shares. Unless otherwise determined by Director
resolution, the basis upon which stock shall be issued, redeemed, repurchased,
converted and exchanged, including the determination of net asset value per
share and the suspension thereof shall be as set forth in the Corporation's
registration statements filed with the Securities and Exchange Commission, as
amended from time to time and executed by a majority of the Directors or their
attorneys. Transfers of shares of stock of the Corporation shall be made on the
stock records of the Corporation only by the registered holder thereof, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary or with a transfer agent or transfer clerk, and on surrender
of the certificate or certificates, if issued, for the shares properly endorsed
or accompanied by a duly executed stock transfer power, with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require, and the payment of all taxes thereon. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive right of a
person in whose name any share or shares stand on the record of stockholders as
the owner of the share or shares for all purposes, including, without
limitation, the rights to receive dividends or other distributions and to vote
as the owner, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in any such share or shares on the part of any
other person.
Exhibit 2(d)
SCUDDER MUTUAL FUNDS, INC.
On September 4, 1996, the Board of Directors of Scudder Mutual Funds, Inc.
adopted the following amending the By-Laws of the corporation to read as
follows:
RESOLVED, that Article I, Section 2 and Article II, Section 14
of the Fund's By-Laws is hereby amended effective October 1,
1996 to read as follows (additions underlined, deletions
struck out):
SECTION 2. Special Meetings. Special meetings of the
stockholders of a Portfolio for any purpose or purposes,
unless otherwise prescribed by statute or by the Corporation's
Articles of Incorporation, may be held at any place within the
United States, and may be called at any time by the Board of
Directors or by the President, and shall be called by the
President or Secretary at the request in writing of a majority
of the Board of Directors or at the request in writing of
stockholders entitled to cast at least 25 (twenty-five) 50
(fifty) percent (at least 10 (ten) percent for the purpose of
removing a director) of the votes entitled to be cast at the
meeting. Notwithstanding the foregoing, unless requested by
stockholder of a Portfolio entitled to cast a majority of the
votes entitled to be cast at the meeting, a special meeting of
such stockholders need not be called at the request of
stockholders to consider any matter which is substantially the
same as a matter voted on at any special meeting of the
stockholders of the Portfolio held during the preceding 12
(twelve) months. A written stockholder request for a meeting
shall state the purpose or purposes of the proposed meeting
and the matters proposed to be acted on at it, and the
stockholders requesting such meeting shall have paid to the
Corporation the reasonably estimated cost of preparing and
mailing the notice thereof, which the Secretary shall
determine and specify to such stockholders; and
SECTION 14. Committees. The Board of Directors may
designate by resolution one or more committees including an
executive committee of the Board of Directors, each consisting
of 2 (two) or more Directors. To the extent provided in the
resolution, and permitted by law, the committee or committees
shall have and may exercise the powers of the Board may
delegate to these committees any of its powers, except the
power to authorize the issuance of stock, declare a dividend
or distribution on stock, recommend to stockholders any action
requiring stockholder approval, amend these By-laws, or
approve any merger or share exchange which does not require
stockholder approval of Directors in the management of the
business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers that may
require it. If the Board of Directors has given general
authorization for the issuance of stock, providing for or
establishing a method or procedure for determining the maximum
<PAGE>
number of shares to be issued, a committee of the Board, in
accordance with that general authorization or any stock option
or other plan or program adopted by the Board, may authorize
or fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be
issued including all terms and conditions required or
permitted to be established or authorized by the Board of
Directors under Section 1 of these By-Laws. [MGCL ss. 2-411].
Any committee or committees shall have the name or names
determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors
when required. The members of a committee present at any
meeting, whether or not they constitute a quorum, may appoint
a director to act in the place of an absent member.
2
Exhibit 5(b)
SCUDDER MUTUAL FUNDS, INC.
345 Park Avenue
New York, NY 10154
September 5, 1996
Scudder, Stevens & Clark, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Scudder Gold Fund
Ladies and Gentlemen:
Scudder Mutual Funds, Inc. (the "Corporation"), has been established as
a Maryland corporation to engage in the business of an investment company.
Pursuant to the Corporation's Amended and Restated 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 $0.01 per share, (the
"Shares") into separate series, or funds, including Scudder Gold Fund (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:
<PAGE>
(a) The Articles dated September __, 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 selecting you as
investment manager and approving the form of this Agreement.
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" and "Scudder, Stevens &
Clark," 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 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
2
<PAGE>
use the Fund Name or any other name indicating that it is advised by, managed by
or otherwise connected with you (or any organization which shall have succeeded
to your business as investment manager) 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 to comply with the requirements of the 1940 Act and other
applicable laws. To the extent required by law, you shall furnish to 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.
3
<PAGE>
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, 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
4
<PAGE>
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
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
5
<PAGE>
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.
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 on the last day of each month
the unpaid balance of a fee equal to the excess of (a) 1/12 of 1 percent of the
average daily net assets as defined below of the Fund for such month; over (b)
the greater of (i) the amount by which the Fund's expenses exceed the lowest
applicable expense limitation (as more fully described below) or (ii) 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
6
<PAGE>
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 agree that your gross compensation for any fiscal year shall not be
greater than an amount which, when added to the other expenses of the Fund,
shall cause the aggregate expenses of the Fund to equal the maximum expenses
under the lowest applicable expense limitation established pursuant to the
statutes or regulations of any jurisdiction in which the Shares of the Fund may
be qualified for offer and sale. Except to the extent that such amount has been
reflected in reduced payments to you, you shall refund to the Fund the amount of
any payment received in excess of the limitation pursuant to this section 6 as
promptly as practicable after the end of such fiscal year, provided that you
shall not be required to pay the Fund an amount greater than the fee paid to you
in respect of such year pursuant to this Agreement. As used in this section 6,
"expenses" shall mean those expenses included in the applicable expense
limitation having the broadest specifications thereof, and "expense limitation"
means a limit on the maximum annual expenses which may be incurred by an
investment company determined (i) by multiplying a fixed percentage by the
average, or by multiplying more than one such percentage by different specified
amounts of the average, of the values of an investment company's net assets for
a fiscal year or (ii) by multiplying a fixed percentage by an investment
company's net investment income for a fiscal year. The words "lowest applicable
expense limitation" shall be construed to result in the largest reduction of
your compensation for any fiscal year of the Fund; provided, however, that
nothing in this Agreement shall limit your fees if not required by an applicable
statute or regulation referred to above in 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
7
<PAGE>
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.
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 September 30, 1997, 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
8
<PAGE>
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.
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 by the vote of a majority of the outstanding voting
securities of the Fund and by the Corporation's Board of Directors, including 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.
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.
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<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 MUTUAL FUNDS, INC.,
on behalf of Scudder Gold Fund
By: /s/Daniel Pierce
----------------------------
President
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER, STEVENS & CLARK, INC.
By: /s/David S. Lee
----------------------------
Managing Director
10
Exhibit 9(b)(3)
COMPASS AND TRAK 2000 SERVICE AGREEMENT
THIS AGREEMENT is made as of this 1st day of October, 1995, by and
between SCUDDER TRUST COMPANY, a New Hampshire banking corporation ("Trust
Company") and SCUDDER MUTUAL FUNDS, INC., a Maryland Corporation (the "Fund").
WITNESSETH:
WHEREAS, Trust Company is engaged in the business of providing certain
recordkeeping and other services; and
WHEREAS, Trust Company and the Fund entered into a "Compass Service
Agreement," dated January 1, 1990 (the "Former Agreement") under which Trust
Company has been providing certain recordkeeping and other services, and Trust
Company also has been performing certain recordkeeping and other services for
the Fund in connection with the TRAK 2000 system; and
WHEREAS, the Fund is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, Trust Company is willing to continue to provide to the Fund
such recordkeeping and other services in connection with the COMPASS and TRAK
2000 systems and in addition is willing to provide certain order processing
services as agent for the Fund; and
WHEREAS, Trust Company and the Fund wish to amend, restate and replace
the Former Agreement with this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Terms of Appointment; Performance of Duties.
1.1. Appointment. Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Trust Company (i) to act as, and
Trust Company agrees to act as, recordkeeping agent with respect to the
authorized and issued shares of capital stock of the Fund ("Shares") or units
representing such Shares ("Units"), and (ii) to act as an agent of the Fund for
the purpose of receiving requests for the purchase and redemption of Shares or
Units (collectively, "Shares") and communicating such requests to the Fund's
transfer agent ("Transfer Agent"), in connection with certain retirement and
employee benefit plans established under the Internal Revenue Code of 1986
including but not limited to defined contribution plans, Section 403(b) plans,
individual retirement accounts and deferred compensation plans (each a "Plan" or
collectively the "Plans"), utilizing the Comprehensive Participant Accounting
Services ("COMPASS") or TRAK 2000 system, and established by plan
administrators, employers, trustees, custodians and other persons (each
individually an "Administrator" or collectively the "Administrators") on behalf
of employers (each individually an "Employer" or collectively the "Employers")
and individuals for certain participants in such Plans (each individually a
"Participant" or collectively the "Participants").
1.2. Recordkeeping. Trust Company agrees that it will perform the
following recordkeeping services in connection with the COMPASS and TRAK 2000
<PAGE>
systems in accordance with procedures established from time to time by agreement
between the Fund and Trust Company. Subject to instructions from the
Administrators, Trust Company shall:
(i) receive from Administrators instructions for the purchase of
Shares of the Fund, confirm compliance with such instructions and, as agent of
the respective Administrators, deliver within a reasonable time such
instructions and any appropriate documentation therefor to the Transfer Agent of
the Fund duly appointed by the Directors of the Fund (the "Transfer Agent");
(ii) record the purchase by Plans of the appropriate number of
Shares or Units and within a reasonable time allocate such Shares or Units among
the Participants' accounts;
(iii) record dividends and capital gains distributions on behalf
of Participants;
(iv) receive from Administrators instructions for redemption and
repurchase requests and directions, confirm compliance with such instructions
and as agent of the respective Administrators deliver within a reasonable time
such instructions and any appropriate documentation therefor to the Transfer
Agent;
(v) record the redemption or repurchase by Plans of the
appropriate number of Shares or Units and within a reasonable time make the
appropriate adjustments among the Participants' accounts;
(vi) certify to the Fund no less frequently than annually the
number of Participants accounts for which records are maintained hereunder;
(vii) maintain records of account for and advise the Fund and
Administrators and Participants, when appropriate, as to the foregoing;
(viii) maintain all Plan and Participant accounts other than
accounts maintained by the Transfer Agent; and
(ix) maintain and mail administrative reports and Participant
statements.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Fund and Trust Company.
1.3. Order Processing.
(a) In addition to the recordkeeping to be performed in accordance
with Section 1.02 above, the Fund hereby appoints Trust Company, and Trust
Company agrees to act, as the Fund's agent for the purpose of receiving requests
for the purchase and redemption of Shares or Units and communicating such
requests to the Fund's Transfer Agent, subject to and in accordance with the
terms of this Agreement, and as follows:
(i) Trust Company shall receive from the Plans, Plan
participants, Plan sponsors, authorized Plan committees or Plan trustees,
according to Trust Company's agreement with each Plan, by the close of regular
trading on the New York Stock Exchange (the "Close of Trading") each business
day that the New York Stock Exchange is open for business ("Business Day")
instructions for the purchase and redemption of Shares (together,
"Instructions"). Instructions received by Trust Company after the Close of
Trading on any Business Day shall be treated as received on the next Business
Day.
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<PAGE>
(ii) In connection with the COMPASS system, Trust Company
shall compute net purchase requests or net redemption requests for Shares of the
Fund for each Plan based on Instructions received each Business Day.
(iii) Trust Company shall communicate purchase and redemption
requests for Shares of the Fund, netted in accordance with (ii) above in the
case of COMPASS ("Orders"), to the Transfer Agent, for acceptance by the Fund or
its agents, in the manner specified herein, and promptly deliver, or instruct
the Plans (or the Plans' trustees as the case may be) to deliver, appropriate
documentation and, in the case of purchase requests, payment therefor to the
Transfer Agent. Orders shall be based solely on Instructions received by Trust
Company from the Plans, Plan participants, Plan sponsors, authorized Plan
committees or Plan trustees.
(b) Trust Company shall maintain adequate records related to, and
advise the Transfer Agent as to, the foregoing, as instructed by the Fund, or by
the Transfer Agent or other person designated to act on the Fund's behalf. To
the extent required under the 1940 Act and rules thereunder, Trust Company
agrees that such records maintained by it hereunder will be preserved,
maintained and made available in accordance with the provisions of the 1940 Act
and rules thereunder, and copies or, if required, originals will be surrendered
promptly to the Fund, Transfer Agent or other person designated to act on the
Fund's behalf, on and in accordance with its request. Records surrendered
hereunder shall be in machine readable form, except to the extent that Trust
Company has maintained such records only in paper form. This provision shall
survive the termination of this Agreement.
(c) Trust Company shall perform its duties hereunder subject to
the terms and conditions of the Fund's current prospectus; the Fund and the
Trust Company may establish such additional procedures for order processing not
inconsistent with the terms of this Agreement as they reasonably determine to be
necessary or advisable from time to time.
(d) Trust Company acknowledges that it is not authorized by the
Fund to register the transfer of the Fund's Shares or to transfer record
ownership of the Fund's Shares, and that only the Transfer Agent is authorized
to perform such activities.
1.4. Agents of Trust Company. Trust Company may engage one or more
individuals, corporations, partnerships, trusts or other entities (including
affiliates of Trust Company) to act as its subcontractor(s) or agent(s)
("Agents") in providing the services contemplated hereunder. Any such Agent
shall be required to comply with the terms of this Agreement applicable to the
performance of such services it is performing as though it were the Trust
Company. Further, the Trust Company shall be solely responsible for, and assumes
all liability for, the actions and inactions of such Agents in connection with
their performance of such services.
2. Fees and Expenses.
2.1. Fees. For performance by Trust Company of services pursuant to
this Agreement, the Fund agrees to pay Trust Company an annual maintenance fee
for each Participant account as set out in the fee schedule, as amended from
time to time. Such fee schedule and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time by mutual
agreement between the Fund and Trust Company. The parties hereto acknowledge
that the fees payable hereunder are for administrative and recordkeeping
services only and do not constitute payment in any manner for investment
advisory or distribution services.
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<PAGE>
2.2. Expenses. In addition to the fee paid under Section 2.1 above, the
Fund agrees to reimburse Trust Company for out-of-pocket expenses or advances
incurred by Trust Company for the items set out in the fee schedule. In
addition, any other expenses incurred by Trust Company, at the request or with
the consent of the Fund, will be reimbursed by the Fund. The Fund agrees to pay
all fees and reimbursable expenses promptly. Postage and the cost of materials
for mailing of administrative reports, Participant statements and other mailings
to all Employer accounts or Participants shall be advanced to Trust Company by
the Fund at least two (2) days prior to the mailing date of such materials or
paid within two (2) days of the receipt by the Fund of a bill therefor.
3. Representations and Warranties of Trust Company.
Trust Company represents and warrants to the Fund that:
(i) It is a banking corporation duly organized and existing and in good
standing under the laws of The State of New Hampshire.
(ii) It has the legal power and authority to carry on its business in
any jurisdiction where it does business.
(iii) It is empowered under applicable laws and by its charter and
By-Laws to enter into and perform this Agreement.
(iv) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
(v) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
4. Representations and Warranties of the Fund.
The Fund represents and warrants to Trust Company that:
(i) It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
(ii) It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
(iii) All proceedings required by said Articles of Incorporation and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
(iv) It is an investment company registered under the 1940 Act.
(v) It makes available its Shares in connection with certain Plans.
(vi) A majority of the Directors of the Fund who are not interested
persons have made findings to the effect that:
4
<PAGE>
(a) the Agreement is in the best interest of the Fund and its
shareholders;
(b) the services to be performed pursuant to the Agreement are
services required for the operation of the Fund;
(c) Trust Company can provide services the nature and quality of
which are at least equal to those provided by others offering the same or
similar services; and
(d) the fees charged by Trust Company for such services are fair
and reasonable in the light of the usual and customary charges made by others
for services of the same nature and quality.
(vii) A registration statement under the Securities Act of 1933, as
amended (the "33 Act"), has been filed and has become effective, and appropriate
state securities law filings have been made with respect to all Shares of the
Fund being offered for sale. The Fund shall notify Trust Company (i) if such
registration statement or any state securities registration or qualification has
been terminated or a stop order has been entered with respect to the Shares or
(ii) if such registration statement shall have been amended to cover Shares of
any additional Series (as hereinafter defined in Section 8.1).
5. Indemnification.
5.1. By Fund. Trust Company shall not be responsible for, and the Fund
shall indemnify and hold Trust Company harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(a) All actions of Trust Company or its agents required to be
taken pursuant to this Agreement, provided that such actions are taken in good
faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by Trust Company or its agents of
information, records and documents which (i) are received by Trust Company or
its agents and furnished to it by or on behalf of the Fund, and (ii) have been
prepared and/or maintained by the Fund or any other person or firm (except Trust
Company) on behalf of the Fund.
(d) The reliance on or the carrying out by Trust Company or its
agents of any written instructions or requests of the Fund or any person acting
on behalf of the Fund.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations, or the securities laws or
regulations of any state that such Shares be registered in such state, or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
5.2. By Trust Company. Trust Company shall indemnify and hold the Fund
harmless from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or attributable to Trust
Company's refusal or failure to comply with the terms of this Agreement, or
which arise out of Trust Company's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any representation or warranty of
Trust Company hereunder.
5
<PAGE>
5.3. Reliance. At any time Trust Company may apply to any officer of
the Fund for instructions, and may consult with legal counsel (which may also be
legal counsel for the Fund) with respect to any matter arising in connection
with the services to be performed by Trust Company under this Agreement, and
Trust Company shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. Trust Company and its agents shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided Trust Company or its agents by telephone, in person,
machine-readable input, telex, CRT data entry or other similar means authorized
by the Fund, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund.
5.4. Acts of God. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable to
the other for any damages resulting from such failure to perform or otherwise
from such causes.
5.5. Procedures. In order that the indemnification provisions contained
in this Article 5 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion, and shall keep the
other party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate with
the party seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
6. Covenants of the Fund and Trust Company.
6.1. Adequate Facilities. Trust Company hereby agrees to establish and
maintain facilities, personnel, and computer and other facilities and procedures
reasonably acceptable to the Fund for safekeeping of records, for the
preparation or use, and for keeping account of, such records, and for order
processing.
6.2. Insurance. Trust Company shall at all times maintain insurance
coverage which is reasonable and customary in light of its duties hereunder and
its other obligations and activities, and shall notify the Fund of any changes
in its insurance coverage unless the Fund is covered by the same policy and such
change is also applicable to the Fund.
6.3. Records. Trust Company shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable.
6.4. Confidentiality. Trust Company and the Fund agree that all books,
records, information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
6.5. Inspection. In case of any requests or demands for the inspection
of the records relating to Plan accounts and Participant accounts with the Fund,
Trust Company will endeavor to notify the Fund and to secure instructions from
6
<PAGE>
an authorized officer of the Fund as to such inspection. Trust Company reserves
the right, however, to exhibit such records to any person whenever it is
reasonably advised by counsel to the Fund that it may be held liable for the
failure to exhibit such records to such person.
6.6. Laws Applicable to Fund. Trust Company acknowledges that the Fund,
as a registered investment company under the 1940 Act, is subject to the
provisions of the 1940 Act and the rules and regulations thereunder, and that
the offer and sale of the Fund's Shares are subject to the provisions of federal
and state laws and regulations applicable to the offer and sale of securities.
The Fund acknowledges that Trust Company is not responsible for the Fund's
compliance with such laws, rules and regulations. If the Fund advises Trust
Company that a procedure of Trust Company related to the discharge of its
obligations hereunder has or may have the effect of causing the Fund to violate
any of such laws or regulations, Trust Company shall use its best efforts to
develop an alternative procedure which does not have such effect.
6.7. Relationship to Plans. Trust Company acknowledges to the Fund
that, as the offeror of COMPASS and TRAK 2000, Trust Company does not act as a
plan administrator or as a fiduciary under the Employee Retirement Income
Security Act of 1974, as amended from time to time, with respect to any Plan.
Trust Company shall not be responsible for determining whether the terms of a
particular Plan or the Shares of the Fund are appropriate for the Plan or
Participant and does not guarantee the performance of the Fund.
7. Termination of Agreement.
This Agreement may be terminated by either party on the last day of the
month next commencing after thirty (30) days written notice to the other party.
Upon termination of this Agreement, the Fund shall pay to Trust Company such
fees and expenses as may be due as of the date of such termination. Should the
Fund exercise its right to terminate this Agreement, Trust Company reserves the
right to charge for any other reasonable expenses associated with such
termination.
8. Additional Series of the Fund.
8.1. Establishment of Series. Shares of the Fund are of a single class;
however, Shares may be divided into additional series ("Series") that may be
established from time to time by action of the Directors of the Fund. If the
context requires and unless otherwise specifically provided herein, the term
"Fund" as used in this Agreement shall mean in addition each separate Series
currently existing or subsequently created, and the term "Shares" shall mean all
shares of capital stock of the Fund, whether of a single class or divided into
separate Series of the Fund currently existing or hereinafter created.
8.2. Notice to Trust Company. In the event that the Fund establishes
one or more or additional Series of Shares in addition to the original Series
with respect to which it desires to have Trust Company render services as
recordkeeping agent under the terms hereof, it shall so notify Trust Company in
writing, and upon the effectiveness of a registration statement under the 33
Act, as amended, relating to such Series of Shares and unless Trust Company
objects in writing to providing such services, such Series shall be subject to
this Agreement.
8.3. Suspension. In the event that the Fund suspends the offering of
Shares of any one or more Series, it shall so notify Trust Company in writing to
such effect.
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9. Assignment.
Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.
10. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
11. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
12. Entire Agreement.
This Agreement constitutes the entire agreement between the parties
hereto.
13. Correspondence.
Trust Company will answer correspondence from Administrators relating
to Plan and Plan participant accounts and such other correspondence as may from
time to time be mutually agreed upon and notify the Fund of any correspondence
which may require an answer from the Fund.
14. Further Actions.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
15. Interpretive Provisions.
In connection with the operation of this Agreement, Trust Company and
the Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions are to be signed by the parties and annexed hereto, but no
such provisions shall contravene any applicable federal or state law or
regulation and no such interpretive or additional provision shall be deemed to
be an amendment of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
SCUDDER TRUST COMPANY
By: /s/Dennis M. Cronin, Jr.
-------------------------------
Dennis M. Cronin, Jr.
Title: Vice President & Treasurer
SCUDDER MUTUAL FUNDS, INC.
By: /s/David S. Lee
------------------------------------
David S. Lee
Title: Vice President
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