Filed electronically with the Securities and Exchange Commission on
May 12, 2000
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. 17 /_X_/
And/or --
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /___/
Amendment No. 19 /_X_/
--
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) 295-2572
--------------
John Millette
Scudder Kemper Investments, Inc.
Two International Place, Boston, MA 02110
-----------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
/___/ Immediately upon filing pursuant to paragraph (b)
/___/ 60 days after filing pursuant to paragraph (a) (1)
/___/ 75 days after filing pursuant to paragraph (a) (2)
/___/ On _____________________________pursuant to paragraph (b)
/_X_/ On July 14, 2000 pursuant to paragraph (a) (1)
/___/ On __________________ pursuant to paragraph (a) (2) of Rule 485.
If Appropriate, check the following box:
/___/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Scudder Gold Fund (New Fund #s)
Supplement to the prospectus dated March 1, 2000
On October 1, 2000, Scudder Gold Fund will offer two classes of shares of
provide investors with different purchase options. The two classes are the S
Class and the AARP Class. Each class has its own important features and
policies. In addition, as of the date noted above, all existing shares of the
fund will be redesignated S Class shares of the fund. Shares of the AARP class
will be specially designed for members of the American Association of Retired
Persons ("AARP").
For your convenience, this supplement has been divided into three parts. Part I
provides information relating to important changes to the fund generally. Part
II provides information relating specifically to the S Class of the fund. Part
III provides information relating specifically to the AARP Class of the fund. As
always, you should refer to the prospectus for general information about the
fund, including its investment approaches, risks, and portfolio managers, and
for additional information relating to the S Class, such as its historical
performance and its purchase, redemption and exchange procedures.
PART I - General Information about the Fund
On ____________, shareholders of the fund elected the following people to the
fund's Board: Henry P. Becton, Jr., Linda C. Coughlin, Dawn-Marie Driscoll,
Edgar R. Fiedler, Keith R. Fox, Joan E. Spero, Jean G. Stromberg, Jean C. Tempel
and Steven Zaleznick.
Administrative Fee
The fund will enter an administrative services agreement with Scudder Kemper
Investments, Inc. ("Scudder Kemper"). Pursuant to this agreement, Scudder Kemper
will provide or pay others to provide substantially all of the administrative
services required by the fund in exchange for the payment by the fund of a fixed
fee rate of 0.65% of average daily net assets. Such an administrative fee will
enable investors to determine with greater certainty the expense level that the
fund will experience, and it will transfer substantially all of the risk of
increased cost to Scudder Kemper. The initial term of the administrative
agreement is three years. The administrative services agreement will become
effective on October 1, 2000. Below are the restated expense tables and examples
for the S Class (see Part II) and the AARP Class (see Part III) of the fund that
reflect the implementation of the administrative fee.
Scudder Kemper will not bear certain other fund expenses, such as taxes,
brokerage, interest, extraordinary expenses and the fees and expenses of the
Independent Directors of the fund's Board (including the fees and expenses of
their independent counsel). In addition, the fund will continue to pay the fees
required by its investment management agreement with Scudder Kemper.
Financial Highlights
[To be provided]
PART II - Specific Information about the S Class
How Much S Class Shareholders Pay
The fees and expenses for the S Class of the fund are being restated to reflect
the implementation of the new administrative fee. As noted under Part I, the
restated expenses of Scudder Gold Fund will become effective on October 1, 2000.
Scudder Gold Fund -- S Class
- ----------------------------------------------------------- ------------
- ----------------------------------------------------------- ------------
- ----------------------------------------------------------- ------------
Shareholder Fees (paid directly from your investment) NONE
- ----------------------------------------------------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- ------------
<PAGE>
- ----------------------------------------------------------- ------------
Management Fee %
- ----------------------------------------------------------- ------------
Distribution (12b-1) Fee NONE
Other Expenses %
Fixed Administrative Fee %
Other Fund Expenses(1) %
- ----------------------------------------------------------- ------------
Total Annual Operating Expenses %
- ----------------------------------------------------------- ------------
Expense Example
- ----------------------------------------------------------- ------------
Based on the costs above, this example is designed to
help you compare expenses of the fund's S Class to those
of other funds. The example assumes operating expenses
remain the same and that you invested $10,000, earned 5%
annual returns, reinvested all dividends and
distributions and sold your shares at the end of each
period. This is only an example: your actual expenses
will be different.
- ----------------------------------------------------------- ------------
1 year
- ----------------------------------------------------------- ------------
3 years
- ----------------------------------------------------------- ------------
5 years
- ----------------------------------------------------------- ------------
10 years
- ----------------------------------------------------------- ------------
(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).
PART III - Specific Information about the AARP Class
The remainder of this supplement provides specific information regarding the
important features and policies of the AARP Class of the fund. Please remember
to review the fund's prospectus for additional information about the fund.
The AARP Class
Since its beginning in 1985, the AARP Investment Program from Scudder has been
specially designed to address the needs of people age 50 and over. In keeping
with the organization's mission, AARP's goal is to encourage more of its members
to plan for retirement and beyond. To continue to meet the increasingly diverse
needs and goals of its members, the AARP Investment Program from Scudder has
recently been expanded to offer a wider range of investment options to AARP
members. This has been accomplished by adding the AARP Class to each fund in the
Scudder Family of Funds. The AARP Class will generally have lower minimum
investments, will retain its own identity with separate statements, and will
continue the AARP Investment Program's commitment to shareholder education.
The role of AARP in the AARP Investment Program is not changing. While AARP
takes no part in the investment decisions made by Scudder Kemper, AARP, through
its subsidiary, will continue to oversee the Program's service quality and
communications, and AARP will also continue to provide insight and direction as
to what best represents the interests and concerns of its membership. In
addition, AARP will be represented on the fund's Board.
The AARP Class of Scudder Gold Fund will be offered beginning on October 1,
2000. In addition, the AARP Class of each other fund in the Scudder Family of
Funds will be available no later than October 1, 2000.
Past Performance
As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table in the
fund's prospectus show how the total returns for the fund's S Class have varied
from year to year, and over time. Shares of the fund's S Class will have
substantially similar returns to the AARP Class because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes may have different expenses.
<PAGE>
How Much AARP Class Shareholders Pay
The fund has no sales charges or other shareholder fees. The fund does have
annual operating expenses, and as a shareholder you pay them indirectly. This
table shows fees for the fund's AARP class.
Scudder Gold Fund -- AARP Class
- ---------------------------------------------------------- ------------
- ---------------------------------------------------------- ------------
- ---------------------------------------------------------- ------------
Shareholder Fees (paid directly from your investment) NONE
- ---------------------------------------------------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ---------------------------------------------------------- ------------
Management Fee %
- ---------------------------------------------------------- ------------
Distribution (12b-1) Fee NONE
Other Expenses %
Fixed Administrative Fee %
Other Fund Expenses(1) %
- ---------------------------------------------------------- ------------
Total Annual Operating Expenses %
- ---------------------------------------------------------- ------------
Expense Example
- ---------------------------------------------------------- ------------
Based on the costs above, this example is designed to
help you compare expenses of the fund's AARP class to
those of other funds. The example assumes operating
expenses remain the same and that you invested $10,000,
earned 5% annual returns, reinvested all dividends and
distributions and sold your shares at the end of each
period. This is only an example: your actual expenses
will be different.
- ---------------------------------------------------------- ------------
1 year
- ---------------------------------------------------------- ------------
3 years
- ---------------------------------------------------------- ------------
5 years
- ---------------------------------------------------------- ------------
10 years
- ---------------------------------------------------------- ------------
(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).
<TABLE>
<CAPTION>
How to Buy AARP Class Shares
First Investment Additional Investments
- ------------------------------------- ------------------------------------- -----------------------------------
<S> <C> <C>
$1,000 or more for regular accounts $___ or more for regular accounts
$500 or more for IRAs $__ or more for IRAs
$50 or more with an Automatic
Investment Plan
- ------------------------------------- ------------------------------------- -----------------------------------
By mail Send completed enrollment form and Send a personalized investment
AARP Investment Program from check (payable to "AARP Investment slip or short note that includes:
Scudder Program"). o fund name
P.O. Box 2540 For enrollment forms, call o AARP class
Boston, MA 02208-2540 800-253-2277. o account number
o check payable to "AARP
Investment Program".
- ------------------------------------- ------------------------------------- -----------------------------------
By wire Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
<PAGE>
- ------------------------------------- ------------------------------------- -----------------------------------
By phone - Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
With an automatic investment plan Fill in the information required on To set up regular investment from
your enrollment form and include a a bank checking account, call
voided check. 800-253-2277.
- ------------------------------------- ------------------------------------- -----------------------------------
Web site - Once you have registered on the
Web Site (aarp.scudder.com), you
may purchase shares online by
transfers from your bank account.
- ------------------------------------- ------------------------------------- -----------------------------------
QuickBuy - Call 800-253-2277
- ------------------------------------- ------------------------------------- -----------------------------------
How to Exchange or Sell AARP Class Shares
Exchanging into another fund Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
$1,000 or more to open a new Some transaction, including most for
account ($500 for IRAs) over $100,000, can only be ordered in
writing; see the prospectus for more
[$___] or more for exchanges information
between existing accounts
- ------------------------------------- ----------------------------------- ---------------------------------------
By phone Call 800-253-2277 for instructions Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access Call 800-631-4636 and follow the Call 800-631-4636 and follow the
instructions instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
By mail or fax Your instructions should include: Your instructions should include:
(see previous page) o your account number o your account number
o names of the fund and o names of the fund and class
class and number of shares and number of shares or dollar
or dollar amount you want to amount you want to redeem
exchange
- ------------------------------------- ----------------------------------- ---------------------------------------
With an automatic withdrawal plan - To set up regular cash payments from
an account, call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Using QuickSell - Call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Web Site Once you have registered on the -
Web Site (aarp.scudder.com), you
may exchange shares between
Investment Program funds online.
- ------------------------------------- ----------------------------------- ---------------------------------------
</TABLE>
Policies You Should Know About The AARP Class
Easy-Access Line
Call 800-631-4636 24 hours a day, year-round
This automated number provides current information on the AARP Class of each
fund and your account. If you have signed up for telephone services, you can
also use this number to exchange and redeem shares of the AARP Class.
Web Site
aarp.scudder.com
You can review your portfolio and make online transactions, including purchases
and exchanges between Investment Program Mutual Funds, once you have registered
on the site. You can also customize the site according to your preference. The
Learning Center includes online versions of educational publications and past
issues of Financial Focus and Investment Insight, the Program's newsletters. You
may also contact us through the site's e-mail capability.
<PAGE>
AARP Investment Program Representatives
Call 800-253-2277 8AM-8PM M-F, eastern time
Call this number to speak with a trained representative who can answer your
investing questions and assist you with transaction-related services. You may
also use this number to request a variety of investment education guides and
prospectuses.
Confidential Fax Line
800-821-6234 24 hours a day, year-round
Signed exchange and redemption requests received after 4 p.m. eastern time on a
business day or over a weekend or holiday will be executed the following
business day.
TDD Line
1-800-634-9454 9 AM-5PM, M-F, eastern time
Dial this number with a TDD machine to communicate with registered AARP Mutual
Fund representatives specially trained to handle services for hearing-impaired
investors.
SERVICES
AARP Lump Sum Service Retirement specialists can help you make decisions about
your lump sum distribution from an employer's 401(k) or pension plan. An
information kit is provided. Call 1-800-253-2277.
AARP Legacy Service This service helps you organize important financial
documents, making it easier to share your investment information and goals with
your spouse or heirs and to plan for the orderly transfer of assets in the event
of a death. We also offer transfer ownership assistance to heirs for your AARP
accounts. Information kits are provided. Call 1-800-253-2277.
AARP Goal Setting and Asset Allocation Service A guidebook and self-scoring
worksheet are available to help you reach your goals by appropriately allocating
your assets across types of investments. Call 1-800-253-2277 to speak to a
specially trained representative.
Account Statements and Reports You will receive prompt confirmation statements
for all of your transactions. Your consolidated [monthly] statement details your
current account status and records all transactions. (AARP IRA and Keogh Plan
investors receive consolidated statements quarterly.)
You will also receive a semi-annual report, an annual report, and a current
prospectus each year.
Retirement Plans
- ----------------
For an information kit about (including all the necessary forms) regular
Individual Retirement Accounts (IRAs), Roth IRAs, Simplified Employee Pension
IRAs (SEP-IRAs), and Keogh Plan accounts, call an AARP Mutual Fund
representative at 800-253-2277.
To Get More Information:
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information free of charge by contacting:
AARP Investment Program from Scudder
------------------------------------
P.O. Box 2540
Boston, MA 02208-2540
800-253-2277
aarp.scudder.com
July 14, 2000
<PAGE>
SCUDDER GOLD FUND
SUPPLEMENT TO THE STATEMENT OF
ADDITIONAL INFORMATION DATED MARCH 1, 2000
AS REVISED APRIL 11, 2000
--------------------------
On October 1, 2000, Scudder Gold Fund will offer two classes of shares of
provide investors with different purchase options. The two classes are: the S
Class and the AARP Class. Each class has its own important features and
policies. In addition, as of the date noted above, all existing shares of the
Fund will be redesignated S Class shares of the Fund. Shares of the AARP Class
will be specially designed for members of the American Association of Retired
Persons ("AARP").
The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 17:
Additional Information About Opening an Account
Clients having a regular investment counsel account with the Adviser or
its affiliates and members of their immediate families, officers and employees
of the Adviser or of any affiliated organization and their immediate families,
members of the National Association of Securities Dealers, Inc. ("NASD") and
banks may, if they prefer, subscribe initially for at least $2,500 for S Class
and $1,000 for AARP Class through Scudder Investor Services, Inc. by letter,
fax, or telephone.
Shareholders of other Scudder funds who have submitted an account
application and have certified a tax identification number, clients having a
regular investment counsel account with the Adviser or its affiliates and
members of their immediate families, officers and employees of the Adviser or of
any affiliated organization and their immediate families, members of the NASD,
and banks may open an account by wire. These investors must call 1-800-225-5163
to get an account number. During the call the investor will be asked to indicate
the Fund name, class name, amount to be wired ($2,500 minimum for S Class and
$1,000 for AARP Class), name of bank or trust company from which the wire will
be sent, the exact registration of the new account, the tax identification
number or Social Security number, address and telephone number. The investor
must then call the bank to arrange a wire transfer to The Scudder Funds, Boston,
MA 02101, ABA Number 011000028, DDA Account 9903-5552. The investor must give
the Scudder Fund, class name, account name and the new account number. Finally,
the investor must send a completed and signed application to the Fund promptly.
Investors interested in investing in the AARP Class should call 1-800-253-2277
for further instructions.
The minimum initial purchase amount is less than $2,500 for the S Class
under certain plan accounts and is $1,000 for the AARP Class.
The following disclosure replaces the disclosure regarding "Minimum balances" on
page 18:
Minimum balances
Shareholders should maintain a share balance worth at least $2,500 for
S Class and $1,000 for AARP Class. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gift to Minor Act and Uniform Trust to Minor
Act accounts, the minimum balance is $1000. These amounts may be changed by the
Fund's Board of Directors. A shareholder may open an account with at least
$1,000 ($500 for fiduciary/custodial accounts), if an automatic investment plan
(AIP) of $100/month ($50/month for AARP Class and fiduciary/custodial accounts)
is established. Scudder group retirement plans and certain other accounts have
similar or lower minimum share balance requirements.
The Fund reserves the right, following 60 days' written notice to
applicable shareholders, to:
<PAGE>
o [assess an annual $10 per Fund charge] (with the Fee to be paid to the
Fund) for any non-fiduciary/non-custodial account without an automatic
investment plan (AIP) in place and a balance of less than $2,500 for S
Class and $1,000 for AARP Class; and
o redeem all shares in Fund accounts below $1,000 where a reduction in
value has occurred due to a redemption, exchange or transfer out of the
account. The Fund will mail the proceeds of the redeemed account to the
shareholder.
[Reductions in value that result solely from market activity will not
trigger an involuntary redemption. Shareholders with a combined household
account balance in any of the Scudder Funds of $100,000 or more, as well as
group retirement and certain other accounts will not be subject to a fee or
automatic redemption.]
[Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA
or UTMA) with balances below $100 are subject to automatic redemption following
60 days' written notice to applicable shareholders.]
The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 18:
Additional Information About Making Subsequent Investments by QuickBuy
Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the QuickBuy program may purchase shares of the Fund by telephone. Through
this service shareholders may purchase up to $250,000. To purchase shares by
QuickBuy, shareholders should call before the close of regular trading on the
New York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time. Proceeds
in the amount of your purchase will be transferred from your bank checking
account two or three business days following your call. For requests received by
the close of regular trading on the Exchange, shares will be purchased at the
net asset value per share calculated at the close of trading on the day of your
call. QuickBuy requests received after the close of regular trading on the
Exchange will begin their processing and be purchased at the net asset value
calculated the following business day. If you purchase shares by QuickBuy and
redeem them within seven days of the purchase, the Fund may hold the redemption
proceeds for a period of up to seven business days. If you purchase shares and
there are insufficient funds in your bank account the purchase will be canceled
and you will be subject to any losses or fees incurred in the transaction.
QuickBuy transactions are not available for most retirement plan accounts.
However, QuickBuy transactions are available for Scudder IRA accounts.
In order to request purchases by QuickBuy, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish QuickBuy may so indicate on the application.
Existing shareholders who wish to add QuickBuy to their account may do so by
completing a QuickBuy Enrollment Form. After sending in an enrollment form
shareholders should allow 15 days for this service to be available.
The Fund employs procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine and to discourage fraud. To the extent
that the Fund does not follow such procedures, they may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
<PAGE>
Investors interested in making subsequent investments in the AARP Class
of the Fund should call 1-800-253-2277 for further instruction.
The following information replaces the disclosure on pages 19 and 20 of the SAI
relating to "Share Price," "Share Certificates" and "Other Information":
Share Price
Purchases will be filled without sales charge at the net asset value
per share next computed after receipt of the application in good order. Net
asset value normally will be computed for each class as of the close of regular
trading on each day during which the Exchange is open for trading. Orders
received after the close of regular trading on the Exchange will be executed at
the next business day's net asset value. If the order has been placed by a
member of the NASD, other than the Distributor, it is the responsibility of that
member broker, rather than the Fund, to forward the purchase order to Scudder
Service Corporation (the "Transfer Agent") in Boston by the close of regular
trading on the Exchange.
There is no sales charge in connection with the purchase of shares of
any class of the Fund.
Share Certificates
Due to the desire of the Fund's management to afford ease of
redemption, certificates will not be issued to indicate ownership in the Fund.
Share certificates now in a shareholder's possession may be sent to the Fund's
Transfer Agent for cancellation and credit to such shareholder's account.
Shareholders who prefer may hold the certificates in their possession until they
wish to exchange or redeem such shares.
Other Information
The Fund has authorized certain members of the NASD other than the
Distributor to accept purchase and redemption orders for its shares. Those
brokers may also designate other parties to accept purchase and redemption
orders on the Fund's behalf. Orders for purchase or redemption will be deemed to
have been received by the Fund when such brokers or their authorized designees
accept the orders. Subject to the terms of the contract between the Fund and the
broker, ordinarily orders will be priced at a class's net asset value next
computed after acceptance by such brokers or their authorized designees.
Further, if purchases or redemptions of the Fund's shares are arranged and
settlement is made at an investor's election through any other authorized NASD
member, that member may, at its discretion, charge a fee for that service. The
Board of Directors and the Distributor, each has the right to limit the amount
of purchases by, and to refuse to sell to, any person. The Directors and the
Distributor may suspend or terminate the offering of shares of the Fund at any
time for any reason.
The Board of Directors and the Distributor, each has the right to
limit, for any reason, the amount of purchases by and to refuse to sell to any
person and each may suspend or terminate the offering of shares of the Fund at
any time for any reason.
The "Tax Identification Number" section of the Application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information
(e.g., from exempt organizations a certification of exempt status), will be
returned to the investor. The Fund reserves the right, following 30 days'
notice, to redeem all shares in accounts without a correct certified Social
Security or tax identification number. A shareholder may avoid involuntary
redemption by providing the Fund with a tax identification number during the
30-day notice period.
The Corporation may issue shares at net asset value in connection with
any merger or consolidation with, or acquisition of the assets of, any
investment company or personal holding company, subject to the requirements of
the 1940 Act.
<PAGE>
The following disclosure replaces the disclosure regarding "Exchanges" on page
20:
Exchanges
Exchanges are comprised of a redemption from one Scudder Fund and a
purchase into another Scudder Fund. The purchase side of the exchange either may
be an additional investment into an existing account or may involve opening a
new account in the other Fund. When an exchange involves a new account, the new
account will be established with the same registration, tax identification
number, address, telephone redemption option, "Scudder Automated Information
Line" (SAIL) transaction authorization and dividend option as the existing
account. Other features will not carry over automatically to the new account.
Exchanges to a new Fund account must be for a minimum of $2,500 for S Class and
$1,000 for AARP Class. When an exchange represents an additional investment into
an existing account, the account receiving the exchange proceeds must have
identical registration, address, and account options/features as the account of
origin. Exchanges into an existing account must be for $100 or more. If the
account receiving the exchange proceeds is to be different in any respect, the
exchange request must be in writing and must contain an original signature
guarantee.
Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading on the Exchange will be executed on the following business day.
Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from one Scudder Fund to an
existing account in another Scudder Fund, at current net asset value, through
Scudder's Systematic Exchange Program. Exchanges must be for a minimum of $50.
Shareholders may add this free feature over the telephone or in writing.
Automatic Exchanges will continue until the shareholder requests by telephone or
in writing to have the feature removed, or until the originating account is
depleted. The Corporation and the Transfer Agent each reserves the right to
suspend or terminate the privilege of the Systematic Exchange Program at any
time.
There is no charge to the shareholder for any exchange described above.
An exchange into another Scudder Fund is a redemption of shares and therefore
may result in tax consequences (gain or loss) to the shareholder, and the
proceeds of such an exchange may be subject to backup withholding. (See
"TAXES.")
Investors currently receive the exchange privilege, including exchange
by telephone, automatically without having to elect it. The Fund employs
procedures, including recording telephone calls, testing a caller's identity,
and sending written confirmation of telephone transactions, designed to give
reasonable assurance that instructions communicated by telephone are genuine,
and to discourage fraud. To the extent that the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine. The Fund
and the Transfer Agent each reserves the right to suspend or terminate the
privilege of exchanging by telephone or fax at any time.
The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from Scudder Investor Services, Inc. a prospectus of
the Scudder Fund into which the exchange is being contemplated. The exchange
privilege may not be available for certain Scudder Funds or classes of Scudder
Funds. For more information, please call 1-800-225-5163. Investors interested in
exchanging AARP Class shares of the Fund should call 1-800-253-2277 for more
information.
Scudder retirement plans may have different exchange requirements.
Please refer to appropriate plan literature.
<PAGE>
The following disclosure replaces the disclosure regarding "Redemptions" on page
21:
Redemption By Telephone
Shareholders currently receive the right automatically, without having
to elect it, to redeem by telephone up to $100,000 and have the proceeds mailed
to their address of record. Shareholders may also request by telephone to have
the proceeds mailed or wired to their predesignated bank account. In order to
request wire redemptions by telephone, shareholders must have completed and
returned to the Transfer Agent the application, including the designation of a
bank account to which the redemption proceeds are to be sent.
(a) NEW INVESTORS wishing to establish the telephone redemption
privilege must complete the appropriate section on the
application.
(b) EXISTING SHAREHOLDERS (except those who are Scudder IRA,
Scudder pension and profit-sharing, Scudder 401(k) and Scudder
403(b) Planholders) who wish to establish telephone redemption
to a predesignated bank account or who want to change the bank
account previously designated to receive redemption proceeds
should either return a Telephone Redemption Option Form
(available upon request), or send a letter identifying the
account and specifying the exact information to be changed.
The letter must be signed exactly as the shareholder's name(s)
appears on the account. An original signature and an original
signature guarantee are required for each person in whose name
the account is registered.
If a request for a redemption to a shareholder's bank account is made
by telephone or fax, payment will be by Federal Reserve bank wire to the bank
account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5
charge for all wire redemptions.
Note: Investors designating a savings bank to receive their telephone
redemption proceeds are advised that if the savings bank is not a
participant in the Federal Reserve System, redemption proceeds must be
wired through a commercial bank which is a correspondent of the savings
bank. As this may delay receipt by the shareholder's account, it is
suggested that investors wishing to use a savings bank discuss wire
procedures with their bank and submit any special wire transfer
information with the telephone redemption authorization. If appropriate
wire information is not supplied, redemption proceeds will be mailed to
the designated bank.
The Fund employs procedure, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
Redemption requests by telephone (technically a repurchase agreement
between the Fund and the shareholder) of shares purchased by check will not be
accepted until the purchase check has cleared which may take up to seven
business days.
Redemption by QuickSell
Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and have elected to participate in
the QuickSell program may sell shares of the Fund by telephone. Redemptions must
be for at least $250. Proceeds in the amount of your redemption
<PAGE>
will be transferred to your bank checking account in two or three business days
following your call. For requests received by the close of regular trading on
the Exchange, normally 4 p.m. eastern time, Shares will be redeemed at the net
asset value per share calculated at the close of trading on the day of your
call. QuickSell requests received after the close of regular trading on the
Exchange will begin their processing the following business day. QuickSell
transactions are not available for IRA accounts and most other retirement plan
accounts.
In order to request redemptions by QuickSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account. New investors wishing to establish QuickSell may
so indicate on the application. Existing shareholders who wish to add QuickSell
to their account may do so by completing a QuickSell Enrollment Form. After
sending in an enrollment form, shareholders should allow for 15 days for this
service to be available.
The Fund employ procedures, including recording telephone calls,
testing a caller's identity, and sending written confirmation of telephone
transactions, designed to give reasonable assurance that instructions
communicated by telephone are genuine, and to discourage fraud. To the extent
that the Fund does not follow such procedures, it may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Fund will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.
Redemption by Mail or Fax
Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with signature(s) guaranteed.
In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request additional documents such as, but not restricted to,
stock powers, trust instruments, certificates of death, appointments as
executor, certificates of corporate authority and waivers of tax (required in
some states when settling estates).
It is suggested that shareholders holding shares registered in other
than individual names contact the Transfer Agent prior to any redemptions to
ensure that all necessary documents accompany the request. When shares are held
in the name of a corporation, trust, fiduciary agent, attorney or partnership,
the Transfer Agent requires, in addition to the stock power, certified evidence
of authority to sign. These procedures are for the protection of shareholders
and should be followed to ensure prompt payment. Redemption requests must not be
conditional as to date or price of the redemption. Proceeds of a redemption will
be sent within seven (7) business days after receipt by the Transfer Agent of a
request for redemption that complies with the above requirements. Delays of more
than seven (7) days of payment for shares tendered for repurchase or redemption
may result, but only until the purchase check has cleared.
The requirements for IRA redemptions are different from those for
regular accounts. For more information call 1-800-225-5163.
The following disclosure replaces the disclosure regarding "Internet access" on
page 23 and applies to each class of the Fund except as noted:
Internet access
World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The address for the AARP Class of shares is aarp.scudder.com. These sites offer
guidance on global investing and developing strategies to help meet financial
goals and provides access to the Scudder investor relations department via
e-mail. The sites also enable users to access or view Fund prospectuses and
profiles with links between
<PAGE>
summary information in Fund Summaries and details in the Prospectus. Users can
fill out new account forms on-line, order free software, and request literature
on Funds.
Account Access -- The Adviser is among the first mutual fund families to allow
shareholders to manage their fund accounts through the World Wide Web. Scudder
Fund shareholders can view a snapshot of current holdings, review account
activity and move assets between Scudder Fund accounts.
The Adviser's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web sites. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
users can change their current password or disable access to their portfolio
through the World Wide Web.
An Account Activity option reveals a financial history of transactions
for an account, with trade dates, type and amount of transaction, share price
and number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.
The following information replaces the disclosure on page 24 regarding
"Dividends and Capital Gains Distribution Options":
Dividends and Capital Gains Distribution Options
Investors have freedom to choose whether to receive cash or to reinvest
any dividends from net investment income or distributions from realized capital
gains in additional shares of the Fund. A change of instructions for the method
of payment may be given to the Transfer Agent in writing at least five days
prior to a dividend record date. Shareholders may change their dividend option
by calling 1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class or by
sending written instructions to the Transfer Agent. Please include your account
number with your written request.
Reinvestment is usually made at the closing net asset value of the
class determined on the business day following the record date. Investors may
leave standing instructions with the Transfer Agent designating their option for
either reinvestment or cash distribution of any income dividends or capital
gains distributions. If no election is made, dividends and distributions will be
invested in additional class shares of the Fund.
Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's Direct
Distributions Program. Shareholders who elect to participate in the Direct
Distributions Program, and whose predesignated checking account of record is
with a member bank of Automated Clearing House Network (ACH) can have income and
capital gain distributions automatically deposited to their personal bank
account usually within three business days after the Fund pays its distribution.
A Direct Distributions request form can be obtained by calling 1-800-225-5163
for S Class and 1-800-253-2277 for AARP Class. Confirmation Statements will be
mailed to shareholders as notification that distributions have been deposited.
Investors choosing to participate in Scudder's Automatic Withdrawal
Plan must reinvest any dividends or capital gains. For most retirement plan
accounts, the reinvestment of dividends and capital gains is also required.
The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 28:
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
<PAGE>
more. Shareholders may designate which day they want the automatic withdrawal to
be processed. The check amounts may be based on the redemption of a fixed dollar
amount, fixed share amount, percent of account value or declining balance. The
Plan provides for income dividends and capital gains distributions, if any, to
be reinvested in additional Shares. Shares are then liquidated as necessary to
provide for withdrawal payments. Since the withdrawals are in amounts selected
by the investor and have no relationship to yield or income, payments received
cannot be considered as yield or income on the investment and the resulting
liquidations may deplete or possibly extinguish the initial investment and any
reinvested dividends and capital gains distributions. Requests for increases in
withdrawal amounts or to change the payee must be submitted in writing, signed
exactly as the account is registered, and contain signature guarantee(s). Any
such requests must be received by the Fund's transfer agent ten days prior to
the date of the first automatic withdrawal. An Automatic Withdrawal Plan may be
terminated at any time by the shareholder, the 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 for S Class and 1-800-253-2277 for AARP Class.
The following information replaces the information regarding "Automatic
Investment Plan" on page 29:
Shareholders may arrange to make periodic investments in S Class shares
through automatic deductions from checking accounts by completing the
appropriate form and providing the necessary documentation to establish this
service. The minimum investment is $50 for S Class shares.
Shareholders may arrange to make periodic investments in the AARP Class
of the Fund through automatic deductions from checking accounts. The minimum
pre-authorized investment amount is $500. New shareholders who open a Gift to
Minors Account pursuant to the Uniform Gift to Minors Act (UGMA) and the Uniform
Transfer to Minors Act (UTMA) and who sign up for the Automatic Investment Plan
will be able to open the Fund account for less than $500 if they agree to
increase their investment to $500 within a 10 month period. Investors may also
invest in any AARP Class for $500 if they establish a plan with a minimum
automatic investment of at least $100 per month. This feature is only available
to Gifts to Minors Account investors. The Automatic Investment Plan may be
discontinued at any time without prior notice to a shareholder if any debit from
their bank is not paid, or by written notice to the shareholder at least thirty
days prior to the next scheduled payment to the Automatic Investment Plan.
The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular intervals. By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more shares than when the share price is higher. Over a period of time this
investment approach may allow the investor to reduce the average price of the
shares purchased. However, this investment approach does not assure a profit or
protect against loss. This type of regular investment program may be suitable
for various investment goals such as, but not limited to, college planning or
saving for a home.
The following information supplements the first paragraph of "Organization of
the Fund" on page 32:
The Fund is further divided into two classes of shares, the AARP Class
and the S Class shares.
The following information replaces the information regarding "Personal
Investments by Employees of the Adviser" on page 34:
<PAGE>
Code of Ethics
The Fund, the Adviser and principal underwriter have each adopted codes of
ethics under rule 17j-1 of the Investment Company Act. Board members, officers
of the Fund and employees of the Adviser and principal underwriter are permitted
to make personal securities transactions, including transactions in securities
that may be purchased or held by the Fund, subject to requirements and
restrictions set forth in the applicable Code of Ethics. The Adviser's Code of
Ethics contains provisions and requirements designed to identify and address
certain conflicts of interest between personal investment activities and the
interests of the Fund. Among other things, the Adviser's Code of Ethics
prohibits certain types of transactions absent prior approval, imposes time
periods during which personal transactions may not be made in certain
securities, and requires the submission of duplicate broker confirmations and
quarterly reporting of securities transactions. Additional restrictions apply to
portfolio managers, traders, research analysts and others involved in the
investment advisory process. Exceptions to these and other provisions of the
Adviser's Code of Ethics may be granted in particular circumstances after review
by appropriate personnel.
The following information replaces the first paragraph of "Fund Organization" on
page 32:
The Corporation is a Maryland corporation organized in March 1988. The
Corporation currently offers shares of common stock of one series, which series
represents interests in the Fund. The authorized capital stock of the
Corporation consists of 3 billion shares of a par value of $0.01 each, 200
million of which are allocated to the Fund. Each share of the Fund has 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 at the option
of the shareholder. Shares have no preemptive or conversion rights. The
Directors have the authority to issue additional series of shares and to
designate the relative rights and preferences as between the different series.
The Fund is further divided into two classes of shares, the AARP Class and the S
Class.
As of _____________, the following information replaces the information
regarding "Directors and Officers" on page 34:
DIRECTORS AND OFFICERS OF SCUDDER MUTUAL FUNDS, INC.
<TABLE>
<CAPTION>
Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------
<S> <C> <C> <C>
Henry P. Becton, Jr. (56) Director President and General Manager, WGBH --
WGBH Educational Foundation
125 Western Avenue
Allston, MA 02134
Linda C. Coughlin (48)+* Director Managing Director of Scudder Kemper Senior Vice President
Investments, Inc.
Dawn-Marie Driscoll (53) Director Executive Fellow, Center for Business --
4909 SW 9th Place Ethics, Bentley College; President,
Cape Coral, FL 33914 Driscoll Associates
Edgar R. Fiedler (70) Director Senior Fellow and Economic --
50023 Brogden Counsellor, The Conference Board, Inc.
Chapel Hill, NC
<PAGE>
Position with
Underwriter,
Scudder Investor
Name, Age, and Address Position with Fund Principal Occupation** Services, Inc.
- ---------------------- ------------------ ---------------------- --------------
Keith R. Fox (45) Director Private Equity Investor, President, --
10 East 53rd Street Exeter Capital Management Corporation
New York, NY 10022
Joan E. Spero (55) Director President, Doris Duke Charitable --
Doris Duke Charitable Foundation Foundation; Department of State -
650 Fifth Avenue Undersecretary of State for Economic,
New York, NY 10128 Business and Agricultural Affairs
(March 1993 to January 1997)
Jean Gleason Stromberg (56) Director Consultant; Director, Financial --
3816 Military Road, NW Institutions Issues, U.S. General
Washington, D.C. Accounting Office (1996-1997);
Partner, Fulbright & Jaworski Law
Firm (1978-1996)
Jean C. Tempel (56) Director Managing Partner, Technology Equity --
Ten Post Office Square Suite Partners
1325Boston, MA 02109
Steven Zaleznick (45)* Director President and CEO, AARP Services, Inc. --
(address)
Ann M. McCreary (43) # Vice President Managing Director of Scudder Kemper --
Investments, Inc.
John R. Hebble (42)+ Treasurer Senior Vice President of Scudder Assistant Treasurer
Kemper Investments, Inc.
Caroline Pearson (38)+ Assistant Secretary Senior Vice President of Scudder Clerk
Kemper Investments, Inc.; Associate,
Dechert Price & Rhoads (law firm)
1989 - 1997
John Millette (37)+ Vice President and Vice President of Scudder Kemper --
Secretary Investments, Inc.
</TABLE>
* Ms. Couglin and Mr. Zaleznick are considered by the Fund and its
counsel to be "interested persons" of the Adviser or of the Corporation
as defined in the 1940 Act.
** Unless otherwise stated, all officers and directors have been
associated with their respective companies for more than five years,
but not necessarily in the same capacity.
+ Address: Two International Place, Boston, Massachusetts 02110
# Address: 345 Park Avenue, New York, New York 10154
The Directors and officers of the Corporation also serve in similar
capacities with respect to other Scudder Funds.
<PAGE>
[shareholdings to be updated]
The following information regarding the "Administrative Fee" is added on page
53:
Administrative Fee
The Fund has entered into administrative services agreements with
Scudder Kemper (the "Administration Agreements"), pursuant to which Scudder
Kemper will provide or pay others to provide substantially all of the
administrative services required by the Fund (other than those provided by
Scudder Kemper under its investment management agreement with the Fund, as
described above) in exchange for the payment by the Fund of an administrative
services fee (the "Administrative Fee") of 0.650% of its average daily net
assets. One effect of these arrangements is to make the Fund's future expense
ratio more predictable. The Administrative Fee will become effective on or about
October 1, 2000.
Various third-party service providers (the "Service Providers"), some
of which are affiliated with Scudder Kemper, provide certain services to the
Fund pursuant to separate agreements with the Fund. Scudder Fund Accounting
Corporation, a subsidiary of Scudder Kemper, computes net asset value for the
Fund and maintains their accounting records. Scudder Service Corporation, also a
subsidiary of Scudder Kemper, is the transfer, shareholder servicing and
dividend-paying agent for the shares of the Fund. Scudder Trust Company, an
affiliate of Scudder Kemper, provides subaccounting and recordkeeping services
for shareholders in certain retirement and employee benefit plans. As custodian,
Brown Brothers Harriman holds the portfolio securities of the Fund, pursuant to
a custodian agreement. PricewaterhouseCoopers LLP audits the financial
statements of the Fund and provides other audit, tax, and related services.
Dechert Price & Rhoads acts as general counsel for the Fund. In addition to the
fees they pay under the investment management agreements with Scudder Kemper,
the Fund pays the fees and expenses associated with these service arrangements,
as well as the Fund's insurance, registration, printing, postage and other
costs.
Scudder Kemper will pay the Service Providers for the provision of
their services to the Fund and will pay other Fund expenses, including
insurance, registration, printing and postage fees. In return, the Fund will pay
Scudder Kemper an Administrative Fee.
The Administration Agreement has an initial term of three years,
subject to earlier termination by the Fund's Board. The fee payable by the Fund
to Scudder Kemper pursuant to the Administration Agreements is reduced by the
amount of any credit received from the Fund's custodian for cash balances.
Certain expenses of the Fund will not be borne by Scudder Kemper under
the Administration Agreements, such as taxes, brokerage, interest and
extraordinary expenses; and the fees and expenses of the Independent Directors
(including the fees and expenses of their independent counsel). In addition, the
Fund will continue to pay the fees required by its investment management
agreement with Scudder Kemper.
<PAGE>
Part A of this Post-Effective Amendment No.17 to the Registration Statement is
incorporated by reference in its entirety to Scudder Gold Fund's Post-Effective
Amendment No. 16 on Form N-1A filed on February 29, 2000.
<PAGE>
Part B of this Post-Effective Amendment No.17 to the Registration Statement is
incorporated by reference in its entirety to Scudder Gold Fund's Post-Effective
Amendment No. 16 on Form N-1A filed on February 29, 2000.
<PAGE>
SCUDDER MUTUAL FUNDS, INC.
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 23. Exhibits.
-------- ---------
<S> <C> <C> <C>
(a) (1) Articles of Incorporation dated March 17, 1988.
(Incorporated by reference to Exhibit 1(a) to Post-Effective Amendment No.
10 to the Registration Statement.)
(2) Articles of Amendment dated April 29, 1988.
(Incorporated by reference to Exhibit (a)(2) to Post-Effective Amendment No.
13 to the Registration Statement.)
(3) Articles of Amendment dated October 12, 1990.
(Incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No.
10 to the Registration Statement.)
(4) Articles of Amendment and Restatement dated September 4, 1996.
(Incorporated by reference to Exhibit (a)(4) to Post-Effective Amendment No.
13 to the Registration Statement.)
(5) Articles of Amendment dated December 23, 1997.
(Incorporated by reference to Exhibit (a)(5) to Post-Effective Amendment No.
13 to the Registration Statement.)
(6) Articles Supplementary, dated March 31, 2000 is filed herein.
(b) (1) By-Laws dated March 18, 1988.
(Incorporated by reference to Exhibit No. 2(a) to Post-Effective Amendment
No. 10 to the Registration Statement.)
(2) By-Laws as adopted March 18, 1988 and amended September 16, 1988.
(Incorporated by reference to Exhibit (b)(2) to Post-Effective Amendment No.
13 to the Registration Statement.)
(3) Amendment to the By-Laws dated September 20, 1991.
(Incorporated by reference to Exhibit (b)(3) to Post-Effective Amendment No.
13 to the Registration Statement.)
(4) Amendment to the By-Laws dated December 12, 1991.
(Incorporated by reference to Exhibit 2(b) to Post-Effective Amendment No.
10 to the Registration Statement.
(5) Amendment to the By-Laws dated March 5, 1996.
(Incorporated by reference to Exhibit (b)(5) to Post-Effective Amendment No.
13 to the Registration Statement.)
(6) Amendment to By-Laws dated June 4, 1996.
(Incorporated by reference to Exhibit 2(c) to Post-Effective Amendment No. 9
to the Registration Statement.)
(7) Amendment to By-Laws dated September 4, 1996.
(Incorporated by reference to Exhibit 2(d) to Post-Effective Amendment No. 9
to the Registration Statement.)
Part C - Page 1
<PAGE>
(8) Amendment to the By-Laws dated December 3, 1997.
(Incorporated by reference to Exhibit (b)(8) to Post-Effective Amendment No.
13 to the Registration Statement.)
(9) Amendment to the By-Laws dated February 7, 2000, incorporated by reference
to Post-Effective Amendment No. 16 to the Registration Statement.
(c) Inapplicable.
(d) (1) Investment Management Agreement between the Registrant (on behalf of Scudder
Gold Fund) and Scudder Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No.
13 to the Registration Statement.)
(e) (1) Underwriting Agreement between the Registrant and Scudder Investor Services,
Inc. dated September 7, 1998.
(Incorporated by reference to Exhibit (e)(1) to Post-Effective Amendment No.
13 to the Registration Statement.)
(f) Inapplicable.
(g) (1) Custodian Agreement between the Registrant and The First National Bank of
Boston dated August 22, 1988.
(Incorporated by reference to Exhibit 8(a)(1) to Post-Effective Amendment
No. 10 to the Registration Statement.)
(2) Custodian Agreement between the Registrant and State Street Bank and Trust
Company ("State Street Bank") dated August 23, 1991.
(Incorporated by reference to Exhibit (g)(2) to Post-Effective Amendment No.
13 to the Registration Statement.)
(2)(a) Fee schedule to Exhibit (g)(2).
(Incorporated by reference to Exhibit 8(a)(2) to Post-Effective Amendment
No. 10 to the Registration Statement.)
(3) Custodian Agreement between the Registrant and Brown Brothers Harriman & Co.
dated April 30, 1998.
(Incorporated by reference to Exhibit 8(b)(1) to Post-Effective Amendment
No. 11 to the Registration Statement.)
(3)(a) Fee schedule for Exhibit (g)(2)
(Incorporated by reference to Exhibit (8)(b)(2) to Post-Effective Amendment
No. 11 to the Registration Statement.)
(h) (1) Transfer Agency and Service Agreement between the Registrant and Scudder
Service Corporation dated October 2, 1989.
(Incorporated by reference to Exhibit 9(a)(1) to Post-Effective Amendment
No. 10 to the Registration Statement.)
(1)(a) Fee schedule for Exhibit (h)(1).
(Incorporated by reference to Exhibit 9(a)(2) to Post-Effective Amendment
No. 10 to the Registration Statement.)
Part C - Page 2
<PAGE>
(2) 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. 10 to the Registration Statement.)
(3) COMPASS Service Agreement between the Registrant and Scudder Trust Company
dated October 1, 1995.
(Incorporated by reference to Exhibit (9)(b)(3) to Post-Effective Amendment
No. 9 to the Registration Statement.)
(4) 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. 10 to the Registration Statement.)
(4)(a) Pricing Authorization Form (Exhibit B) for Exhibit (h)(4) (a) dated January
10, 1991.
(Incorporated by reference to Exhibit (9)(c)(2) to Post-Effective Amendment
No. 10 to the Registration Statement.)
(5) 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. 10 to the Registration Statement.)
(6) Administrative Agreement between the Registrant on behalf of Scudder Gold
Fund and Scudder Kemper Investments, Inc. dated , 2000 to be
filed by amendment.
(i) Inapplicable.
(j) Inapplicable.
(k) Inapplicable.
(l) Letter of Investment Intent Purchase Agreement (on behalf of Scudder Mutual
Funds, Inc.) dated August 18, 1988.
(Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 10
to the Registration Statement.)
(m) Inapplicable.
(n) Plan with respect to Scudder Gold Fund pursuant to Rule 18f-3 to be filed by
amendment.
(p) Scudder Kemper Investments, Inc. Code of Ethics is filed herein.
</TABLE>
Item 24. Persons Controlled by or under Common Control with Fund.
- -------- --------------------------------------------------------
Scudder Precious Metals, Inc., a wholly owned subsidiary of
the Fund, was registered on August 11, 1988 in the Cayman
Islands, British West Indies.
Part C - Page 3
<PAGE>
Item 25. Indemnification.
- -------- ----------------
A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
trustees and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent
act, error or accidental omission in the scope of their
duties.
Article IV, Sections 4.1 - 4.3 of the Registrant's Declaration
of Trust provide as follows:
Section 4.1. No Personal Liability of Shareholders, Trustees,
Etc. No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Trust Property or
the acts, obligations or affairs of the Trust. No Trustee,
officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than to
the Trust or its Shareholders, in connection with Trust
Property or the affairs of the Trust, save only that arising
from bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties with respect to such Person;
and all such Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising in connection
with the affairs of the Trust. If any Shareholder, Trustee,
officer, employee, or agent, as such, of the Trust, is made a
party to any suit or proceeding to enforce any such liability
of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reason of his being or having been a Shareholder, and shall
reimburse such Shareholder for all legal and other expenses
reasonably incurred by him in connection with any such claim
or liability. The indemnification and reimbursement required
by the preceding sentence shall be made only out of the assets
of the one or more Series of which the Shareholder who is
entitled to indemnification or reimbursement was a Shareholder
at the time the act or event occurred which gave rise to the
claim against or liability of said Shareholder. The rights
accruing to a Shareholder under this Section 4.1 shall not
impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not
specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee,
officer, employee or agent of the Trust shall be liable to the
Trust, its Shareholders, or to any Shareholder, Trustee,
officer, employee, or agent thereof for any action or failure
to act (including without limitation the failure to compel in
any way any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful misfeasance,
gross negligence or reckless disregard of the duties involved
in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the
exceptions and limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to the
fullest extent permitted by law against all liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other,
including appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
Part C - Page 4
<PAGE>
(i) against any liability to the Trust, a Series
thereof, or the Shareholders by reason of a final adjudication
by a court or other body before which a proceeding was brought
that he engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office;
(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good faith
in the reasonable belief that his action was in the best
interest of the Trust;
(iii) in the event of a settlement or other
disposition not involving a final adjudication as provided in
paragraph (b)(i) or (b)(ii) resulting in a payment by a
Trustee or officer, unless there has been a determination that
such Trustee or officer did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving the
settlement or other disposition; or
(B) based upon a review of readily available
facts (as opposed to a full trial-type inquiry) by
(x) vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal
counsel.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights
to which any Trustee or officer may now or hereafter
be entitled, shall continue as to a person who has
ceased to be such Trustee or officer and shall insure
to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing
contained herein shall affect any rights to
indemnification to which personnel of the Trust other
than Trustees and officers may be entitled by
contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense
to any claim, action, suit or proceeding of the
character described in paragraph (a) of this Section
4.3 may be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by
or on behalf of the recipient to repay such amount if
it is ultimately determined that he is not entitled
to indemnification under this Section 4.3, provided
that either:
(i) such undertaking is secured by a surety bond or
some other appropriate security provided by the recipient, or
the Trust shall be insured against losses arising out of any
such advances; or
(ii) a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the Disinterested
Trustees act on the matter) or an independent legal counsel in
a written opinion shall determine, based upon a review of
readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested
Trustee" is one who is not (i) an "Interested Person" of the
Trust (including anyone who has been exempted from being an
"Interested Person" by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or
proceeding.
Item 26. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.
Part C - Page 5
<PAGE>
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
- ---- ------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer, Scudder Kemper Investments, Inc.**
Director, Kemper Service Company
Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director and Treasurer, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Director and Chairman, Scudder Threadneedle International Ltd.
Director, Scudder Kemper Holdings (UK) Ltd. oo
Director and President, Scudder Realty Holdings Corporation *
Director, Scudder, Stevens & Clark Overseas Corporation o
Director and Treasurer, Zurich Investment Management, Inc. xx
Director and Treasurer, Zurich Kemper Investments, Inc.
Director, Kemper Distributors, Inc.
Lynn S. Birdsong Director, Vice President and Chief Investment Officer, Scudder Kemper Investments,
Inc.**
Director and Chairman, Scudder Investments (Luxembourg) S.A.#
Director, Scudder Investments (U.K.) Ltd.. oo
Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
Director and Chairman, Scudder Investments Japan, Inc. +++
Senior Vice President, Scudder Investor Services, Inc.
Director and Chairman, Scudder Trust (Cayman) Ltd. @@@
Director, Scudder, Stevens & Clark Australia x
Director and Vice President, Zurich Investment Management, Inc. xx
Director and President, Scudder, Stevens & Clark Corporation **
Director and President, Scudder , Stevens & Clark Overseas Corporation o
Director, Scudder Threadneedle International Ltd.
Director, Korea Bond Fund Management Co., Ltd.@
William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company xxx
Nicholas Bratt Director, Scudder Kemper Investments, Inc.**
Vice President, Scudder, Stevens & Clark Corporation **
Vice President, Scudder, Stevens & Clark Overseas Corporation o
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation xx
Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
Part C - Page 6
<PAGE>
CEO/Branch Offices, Zurich Life Insurance Company ##
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, Chairman of the Board, Zurich Holding Company of America xxx
Director, ZKI Holding Corporation xx
Harold D. Kahn Chief Financial Officer, Scudder Kemper Investments, Inc.**
Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Vice President, Chief Legal Officer and Secretary, Kemper Distributors, Inc.
Director and Secretary, Kemper Service Company
Director, Senior Vice President, Chief Legal Officer & Assistant Clerk, Scudder
Investor Services, Inc.
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director and Secretary, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc. ###
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. @@
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President, Chief Legal Officer and Secretary, Scudder Financial
Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd. @
Director, Scudder Threadneedle International Ltd.
Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
Director, Scudder Investments Japan, Inc. +++
Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
Director and Secretary, Zurich Investment Management, Inc. xx
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc. ###
President and Director, Scudder, Stevens & Clark Overseas Corporation o
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc. @@
Part C - Page 7
<PAGE>
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
Director, Scudder Threadneedle International Ltd.
Director, Scudder Investments Japan, Inc. +++
Director, Scudder Kemper Holdings (UK) Ltd. oo
President and Director, Zurich Investment Management, Inc. xx
Director and Deputy Chairman, Scudder Investment Holdings Ltd.
</TABLE>
* Two International Place, Boston, MA
@@ 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
Luxembourg B 34.564
*** Toronto, Ontario, Canada
@@@ Grand Cayman, Cayman Islands, British West Indies
o 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
xxx Zurich Towers, 1400 American Ln., Schaumburg, IL
@ P.O. Box 309, Upland House, S. Church St., Grand Cayman,
British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
oo One South Place, 5th Floor, London EC2M 2ZS England
ooo One Exchange Square, 29th Floor, Hong Kong
+++ Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon, Minato-ku,
Tokyo 105-0001
x Level 3, Five Blue Street, North Sydney, NSW 2060
Part C - Page 8
<PAGE>
Item 27. Principal Underwriters.
(a)
Scudder Investor Services, Inc. acts as principal underwriter of the
Registrant's shares and also acts as principal underwriter for other
funds managed by Scudder Kemper Investments, Inc.
(b)
The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 27.
<TABLE>
<CAPTION>
(1) (2) (3)
Scudder Investor Services, Inc. Position and Offices with Positions and
Name and Principal Scudder Investor Services, Inc. Offices with Registrant
Business Address ------------------------------- -----------------------
----------------
<S> <C> <C> <C>
Lynn S. Birdsong Senior Vice President None
345 Park Avenue
New York, NY 10154
Mark S. Casady President and Assistant Treasurer None
Two International Place
Boston, MA 02110
Linda Coughlin Director and Senior Vice President None
Two International Place
Boston, MA 02110
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154
Philip S. Fortuna Vice President None
101 California Street
San Francisco, CA 94111
William F. Glavin Vice President None
Two International Place
Boston, MA 02110
Part C - Page 9
<PAGE>
Scudder Investor Services, Inc. Position and Offices with Positions and
Name and Principal Scudder Investor Services, Inc. Offices with Registrant
Business Address ------------------------------- -----------------------
----------------
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
John R. Hebble Assistant Treasurer Treasurer
Two International Place
Boston, MA 02110
James J. McGovern Chief Financial Officer and Treasurer None
345 Park Avenue
New York, NY 10154
Lorie C. O'Malley Vice President None
Two International Place
Boston, MA 02110
Caroline Pearson Clerk Assistant Secretary
Two International Place
Boston, MA 02110
Kathryn L. Quirk Director, Senior Vice President, Chief Trustee, Vice President
345 Park Avenue Legal Officer and Assistant Clerk and Assistant Secretary
New York, NY 10154
Robert A. Rudell Director and Vice President None
Two International Place
Boston, MA 02110
William M. Thomas Vice President None
Two International Place
Boston, MA 02110
Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President and Chief Compliance None
Two International Place Officer
Boston, MA 02110
</TABLE>
Part C - Page 10
<PAGE>
Item 28. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder Kemper
Investments Inc., Two International Place, Boston, MA
02110-4103. Records relating to the duties of the Registrant's
custodian are maintained by State Street Bank and Trust
Company, Heritage Drive, North Quincy, Massachusetts. Records
relating to the duties of the Registrant's transfer agent are
maintained by Scudder Service Corporation, Two International
Place, Boston, Massachusetts.
Item 29. Management Services.
- -------- --------------------
Inapplicable.
Item 30. Undertakings.
- -------- -------------
Inapplicable.
Part C - Page 11
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, and the
Commonwealth of Massachusetts, on the 8th day of May, 2000.
SCUDDER MUTUAL FUNDS, INC.
By /s/John Millette
----------------------------
John Millette,
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/Sheryl J. Bolton
- ---------------------------------------
Sheryle J. Bolton* Director May 8, 2000
/s/William T. Burgin
- ---------------------------------------
William T. Burgin* Director May 8, 2000
s/Linda C. Coughlin
- ---------------------------------------
Linda C. Coughlin President May 8, 2000
/s/Keith R. Fox
- ---------------------------------------
Keith R. Fox* Director May 8, 2000
/s/John R. Hebble
- ---------------------------------------
John R. Hebble Treasurer May 8, 2000
/s/William H. Luers
- ---------------------------------------
William H. Luers* Director May 8, 2000
/s/Kathryn L. Quirk
- ---------------------------------------
Kathryn L. Quirk* Director, Vice President and Assistant May 8, 2000
Secretary
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/Joan E. Spero
- ---------------------------------------
Joan E. Spero* Director May 8, 2000
</TABLE>
*By: /s/John Millette
----------------------------
John Millette **
** Attorney-in-Fact for Mr. Fox pursuant to powers
of attorney contained in the signature pages of
Post-Effective Amendment No. 9 to the Registration
Statement, filed on October 25, 1996.
** Attorney-in-Fact for Mr. Burgin pursuant to
powers of attorney contained in the signature
pages of Post-Effective Amendment No. 10
to the Registration Statement, filed on
October 10, 1997.
** Attorney-in-Fact for Ms. Bolton and
Quirk and Mr. Luers pursuant to powers
of attorney contained in the signature
pages of Post-Effective Amendment No.
11 to the Registration Statement, filed
on September 1, 1998.
** Attorney-in-Fact for Ms. Spero
pursuant to powers of attorney contained
in the signature pages of Post-Effective
Amendment No. 12 to the Registration
Statement, filed on October 26, 1998.
**Attorney-in-Fact pursuant to
powers of attorney contained in the
signature page of Post-Effective Amendment
No. 15 to the Registration Statement, filed
on December 20, 1999.
2
<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. 17
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 19
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER MUTUAL FUNDS, INC.
Part C - Page 12
<PAGE>
SCUDDER MUTUAL FUNDS, INC.
Exhibit Index
Exhibit (a)(6)
Exhibit (p)
Part C - Page 13
Exhibit(a)(6)
SCUDDER MUTUAL FUNDS, INC.
ARTICLES SUPPLEMENTARY
Scudder Mutual Funds, Inc., a Maryland corporation (which is
hereinafter called the "Corporation), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors (i) has duly designated and classified one hundred
million (100,000,000) shares of the authorized but unclassified shares of the
Corporation's capital stock into a new class of shares of the "Gold Fund" series
of the Corporation's capital stock, with such shares being designated and
classified as the "AARP Shares" class of the "Gold Fund" series and (ii) has
duly designated and classified the existing one hundred million (100,000,000)
shares of the issued and unissued authorized shares of the "Gold Fund" series of
the Corporation's capital stock as a separate class of the "Gold Fund" series,
such class being designated as the "Class S Shares" of the "Gold Fund" series.
(a) Immediately prior to the filing of these Articles
Supplementary, the Corporation had authority to issue three
billion (3,000,000,000) shares of capital stock, $0.01 par
value per share, one hundred million (100,000,000) of such
shares being designated as the "Gold Fund" series.
(b) Immediately after the filing of these Articles Supplementary,
the Corporation will have the authority to issue three billion
(3,000,000,000) shares of capital stock, $.01 par value per
share, two hundred million (200,000,000) of such shares being
designated as the "Gold Fund" series. Of the two hundred
million (200,000,000) shares designated as the "Gold Fund"
series, one hundred million (100,000,000) of such shares will
be designated as the "AARP Shares" class of the "Gold Fund"
series and one hundred million (100,000,000) of such shares
will be designated as "Class S Shares" class of the "Gold
Fund" series.
SECOND: A description of the "AARP Shares" class of the "Gold Fund"
series, including the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and the terms or
conditions of redemption of, such shares, as set by the Board of Directors of
the Corporation, is as follows:
(a) Except as provided in the Charter of the Corporation and except as
described in (b) below, the "AARP Shares" class of the "Gold Fund" series each
shall be identical in all respects, and shall have the same preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption, as the "Class
S Shares" class of the "Gold Fund" series.
<PAGE>
(b) The "AARP Shares" class of the "Gold Fund" series may be issued and
sold subject to such sales loads or charges, whether initial, deferred or
contingent, or any combination thereof, and to such expenses and fees
(including, without limitation, distribution expenses under a Rule 12b-1 plan,
administrative expenses under an administrative or service agreement, plan or
other arrangement, and other administrative, recordkeeping, redemption, service
or other fees, however designated), and to such account size requirements, which
may be different from the sales loads, charges, expenses, fees or account size
requirements of the "Class S Shares" class of the "Gold Fund" series, all as the
Board of Directors may from time to time establish in accordance with the
Investment Company Act of 1940, as amended, and other applicable law.
THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors of the Corporation to classify
and reclassify and issue any unissued shares of any series or class of the
Corporation's capital stock and to fix or alter all terms thereof to the full
extent provided by the Charter of the Corporation.
FOURTH: The Board of Directors of the Corporation, at a meeting duly
called and held, duly authorized and adopted resolutions designating and
classifying the capital stock of the "Gold Fund" series as set forth in these
Articles Supplementary.
IN WITNESS WHEREOF, Scudder Mutual Funds, Inc. has caused these
Articles Supplementary to be signed and acknowledged in its name and on its
behalf by its Vice President and attested to by its Assistant Secretary on this
31st day of March, 2000; and its Vice President acknowledges that these Articles
Supplementary are the act of Scudder Mutual Funds, Inc. and he further
acknowledges that, as to all matters or facts set forth herein which are
required to be verified under oath, such matters and facts are true in all
material respects to the best of his knowledge, information and belief, and that
this statement is made under the penalties for perjury.
ATTEST SCUDDER MUTUAL FUNDS, INC.
/s/Caroline Pearson /s/John Millette
- ------------------- ----------------
Caroline Pearson John Millette
Assistant Secretary Vice President
2
Exhibit (p)
SCUDDER KEMPER INVESTMENTS, INC.
CODE OF ETHICS
- --------------------------------------------------------------------------------
Preamble
We will at all times conduct ourselves with integrity and distinction, putting
first the interests of our clients.
From the time of our Firm's inception, we have looked on our obligations to our
clients as fiduciary in nature. Our relationships were to be unencumbered in
fact or appearance by conflicts of interest, and the needs of our clients thus
represented a benchmark for assessing our own business decisions.
We believe and have always believed that our own long-term business interests
are best served by strict adherence to these principles. They are reflected in
the following internal policies and prescriptions and are implicit in the
judgment that our responsibilities exceed in scope and depth the literal
restrictions imposed by law on investor behavior (e.g., the prohibition on use
of inside information.).
The rules set forth in this Code have been adopted by Scudder Kemper
Investments, Inc. ("Scudder Kemper") and certain of its subsidiaries (the
"Covered Companies"), including Scudder Investor Services, Inc., Kemper
Distributors, Inc., Scudder Financial Services, Inc., Kemper Service
Corporation, Scudder Service Corporation, Scudder Trust Company, Scudder Fund
Accounting Corporation, and by Scudder Kemper-sponsored investment companies as
their codes of ethics applicable to Scudder Kemper-affiliated personnel.
Part 1: Conflicts of Interest
This Code does not attempt to spell out all possible cases of conflicts of
interest and we believe that members of the organization should be conscious
that areas other than personal investment transactions may involve conflicts of
interest. One such area would be accepting favors from brokers or other vendors
or service providers. We are a natural object of cultivation by firms wishing to
do business with us and it is possible that this consideration could impair our
objectivity.
A conflict of interest could also occur in securities which have a thin market
or are being purchased or sold in volume by any client or clients. Likewise, the
purchase of stocks or bonds in anticipation of (1) an upwards change to "Buy" in
the price rating, (2) their being added to the Investment Universe with a "Buy"
rating, or (3) their being purchased by a large account or group of accounts
would clearly be in conflict with our clients' interest.
Other examples of such conflicts would include the purchase or sale of a
security by a member of the organization prior to initiating a similar
recommendation to a client. Analysts occupy a particularly visible position. It
follows that analysts should be particularly careful to avoid the appearance of
"jumping the gun" before recommending a change in the rating on one of the
stocks for which he or she is responsible.
<PAGE>
Accordingly, all personnel are required to adhere to the following rules
governing their investment activities. These rules cannot cover all situations
which may involve a possible conflict of interest. If an employee becomes aware
of a personal interest that is, or might be, in conflict with the interest of a
client, that person should disclose the potential conflict to the Legal
Department for appropriate consideration, before any transaction is executed.
We are anxious to give every member of the Firm reasonable freedom with respect
to his/her own and family's investment activities. Furthermore, we believe that
we will be stronger and our product better if the members of the organization
have a personal interest in investing and the courage of their convictions with
respect to investment decisions. At the same time, in a profession such as ours,
it is possible to abuse the trust which has been placed in us and there could be
conflicts of interest between our clients and our personal investment
activities. In many cases such conflicts might be somewhat theoretical. On the
other hand, in a matter of this nature we must be almost as careful of
appearances as we are of the actual facts.
Our underlying philosophy has always been to avoid conflicts of interest
wherever possible and, where they unavoidably occur, to resolve them in favor of
the client. When a conflict does occur, an individual in an investment counsel
organization must recognize that the client's interests supercede the interests
of the Firm's employees and those of any members of the person's family whom he
or she may advise. This condition inevitably places some restriction on freedom
of investment for members of the organization and their families.
When any member of the organization thinks it possible that a personal
transaction can be misinterpreted as involving a conflict of interest, that
person is encouraged to write a short explanatory memorandum and attach it to
the confidential quarterly Personal Transaction Report (Form 1). Such a
memorandum should, of course, briefly document any discussion with and approval
by the Legal Department.
Personal Transaction Reports are reviewed by designees of the Ethics Committee,
who are responsible for determining whether violations have occurred, giving the
person involved an opportunity to supply additional information, and
recommending appropriate follow-up action including disciplinary measures for
late reports or other infractions.
Part 2: Personal Investments
Definitions
a. Access Person includes employees who have access to timely
information relating to investment management activities,
research and/or client portfolio holdings.
b. Affiliated person letter (407 letter) is a letter from the
compliance department on behalf of Scudder Kemper Investments,
Inc. authorizing an employee to open a brokerage account and
providing for the direction of duplicate trade confirmations
and account statements to the compliance department. All
access persons must apply for an affiliated person letter for
each personal account prior to making any personal trades for
the account. Employees who
2
<PAGE>
are not deemed access persons will receive an affiliated person letter
on request, but such letter will NOT require the direction of duplicate
trade confirmations and account statements.
c. Beneficial Interest. You will be considered to have a Beneficial
Interest in any investment that is (whether directly or indirectly)
held by you, or by others for your benefit (such as custodians,
trustees, executors, etc.); held by you as a trustee for members of
your immediate family (spouse, children, stepchildren, grandchildren,
parents, stepparents, grandparents, siblings, parents-in-law,
children-in-law, siblings-in-law); and held in the name of your spouse,
or minor children (including custodians under the Uniform Gifts to
Minors Act) or any relative of yours or of your spouse (including an
adult child) who is sharing your home, whether or not you supervise
such investments. You will also be considered to have a Beneficial
Interest in any investment as to which you have a contract,
understanding, relationship, agreement or other arrangement that gives
you, or any person described above, a present or future benefit
substantially equivalent to an ownership interest in that investment.
For example, you would be considered to have a Beneficial Interest in
the following:
o an investment held by a trust of which you are the settlor, if
you have the power to revoke the trust without obtaining the
consent of all the beneficiaries;
o an investment held by any partnership in which you are a
partner;
o an investment held by an investment club of which you are a
member;
o an investment held by a personal holding company controlled by you
alone or jointly with others.
If you have any question as to whether you have a Beneficial Interest in an
investment, you should review it with the Legal Department.
d. Covered Company is defined in the Preamble on page 1.
e. Derivative includes options, futures contracts, options on futures
contracts, swaps, caps and the like, where the underlying instrument is
a Security, a securities index, a financial indicator, or a precious
metal.
f. Employees includes all employees of each of the Covered Companies who
do not fall within the definition of Access Person, Investment
Personnel or Portfolio Manager.
g. Initial Public Offering shall include initial offerings in equities.
h. Investment Personnel are traders, analysts, and other employees who
work directly with Portfolio Managers in an assistant capacity, as well
as those who in the course of their job regularly receive access to
client trading activity (this
3
<PAGE>
would generally include members of the Investment Operations and Mutual
Fund Accounting groups). As those responsible for providing information
or advice to Portfolio Managers or otherwise helping to execute or
implement the Portfolio Managers' recommendations, Investment Personnel
occupy a comparably sensitive position, and thus additional rules
outlined herein apply to such individuals.
i. Personal Account means an account through which an employee of a
Covered Company has a Beneficial Interest in any Security or
Derivative.
j. Personal Transaction means an investment transaction in a Security or
Derivative in which an employee of a Covered Company has a Beneficial
Interest.
k. Portfolio Managers are those employees of a Covered Company entrusted
with the direct responsibility and authority to make investment
decisions affecting a client. PIC Consultants are included in this
definition. In their capacities as fiduciaries, Portfolio Managers
occupy a more sensitive position than many members of the Scudder
Kemper organization because they are originating transactions for their
clients.
l. Private Placement is defined as an offering of a security, which is
being acquired in connection with an offering not being made to "the
public" but to a limited number of investors and which has been deemed
not to require registration with the SEC.
m. Reportable Transaction includes any transaction in a Security or
Derivative; provided that Reportable Transaction does not include any
transaction in (i) direct obligations of the US Government, or (ii)
open-end investment companies for which none of the Advisers serves as
investment adviser.
n. Security includes without limitation stocks, bonds, debentures, notes,
bills and any interest commonly known as a security, and all rights or
contracts to purchase or sell a security.
o. Scudder Kemper Funds means each registered investment company to which
an Adviser renders advisory services, other than funds sponsored by an
organization unaffiliated with Scudder Kemper.
p. Waiver from preclearance exempts certain accounts from the preclearance
requirements. An access person may receive a certificate of waiver from
preclearance under the following circumstances:
i. Account under the exclusive discretion of an access person's
spouse, where the spouse is employed by an investment firm
where the spouse is subject to comparable preclearance
requirements;
ii. The account is under the exclusive discretion of an outside
money manager; or
4
<PAGE>
iii. Any other situation where a waiver of preclearance is
appropriate.
A certificate of waiver from preclearance is available at the discretion of the
Ethics Committee. All accounts receiving a certificate of waiver from
preclearance must apply for a 407 letter. Transactions occurring in accounts
which have obtained a waiver from preclearance are not exempt from the quarterly
reporting requirement.
Specific Rules and Restrictions Applicable to all Employees
The following rules and restrictions are applicable to all Employees (including
Access Persons, Investment Personnel and Portfolio Managers):
a. Every Employee must file by the seventh day of the month
following the end of each quarter with the individual
designated by the Ethics Committee a confidential Personal
Transaction Report for the immediately preceding quarter (Form
1: Quarterly Personal Transaction Report). Each report must
set forth every Reportable Transaction for any Personal
Account in which the Employee has any Beneficial Interest.
In filing the reports for accounts within these rules please
note:
i. You must file a report every quarter whether or not
there were any Reportable Transactions. All
Reportable Transactions should be listed if possible
on a single form. For every Security listed on the
report, the information called for in each column
must be completed by all reporting individuals.
ii. Reports must show sales, purchases, or other
acquisitions, or dispositions, including gifts,
exercise of conversion rights and the exercise or
sale of subscription rights. Approved Personal
Transaction Preclearance Forms must be attached for
all applicable transactions. Reinvestment of
dividends (but not additional share purchases)
through dividend reinvestment plans of publicly held
companies need be indicated only on the line provided
above PURCHASES on the reverse side of the report.
iii. Quarterly reports on family and other accounts that
are fee-paying firm clients need merely list the
Scudder Kemper account number under Item #1 on Page 1
of the report; these securities transactions do not
have to be itemized.
iv. Employees may not purchase securities issued as part
of an initial public offering until three business
days after the public offering date (i.e., the
settlement date), and then only at the prevailing
market price. In addition, employees may not
participate in new issues of municipal bonds until a
CUSIP number has been identified.
5
<PAGE>
b. Employees are not permitted to serve on the boards of
publicly traded companies unless such service is
approved in advance by the Ethics Committee or its
designee on the basis that it would be consistent
with the interests of the Firm. In the case of
Investment Personnel service on the board of a public
company must be consistent with the interests of the
Fund with which the Investment Personnel is
associated as well as the shareholders of such Fund,
and the Investment Personnel must be isolated from
participating in investment decisions relating to
that company. See Part 7: Fiduciary and Corporate
Activities for further detail on the approval
process.
c. For purposes of this Code, a prohibition or
requirement applicable to any given person applies
also to transactions in securities for any of that
person's Personal Accounts, including transactions
executed by that person's spouse or relatives living
in that person's household, unless such account is
specifically exempted from such requirement by the
Ethics Committee or its designee.
d. Employees may not purchase or sell securities on the
Restricted List absent a special exception from the
Legal Department. Employees may not disclose the
identities of issuers on the Restricted List to
others outside the firm. Please See Part 3: Insider
Trading, which is incorporated by reference.
Specific Rules and Restrictions Applicable to all Access Persons
a. Access Persons are subject to each of the foregoing
rules and restrictions applicable to Employees.
b. Access Persons may not purchase or sell a "private
placement" security without the prior written
approval of the Ethics Committee or its designee and,
in the case of Portfolio Managers and research
analysts, the additional approval of their
departmental reviewer (see Form 3: Special
Preclearance Form). Typically, a purchase of a
private placement will not be approved where any part
of the offering is being acquired by a client.
c. All Access Persons must disclose promptly to the
Ethics Committee or its designee the existence of any
Personal Account and must direct their brokers to
supply duplicate confirmations of all Reportable
Transactions and copies of periodic statements for
all such accounts to an individual designated by the
Ethics Committee. (Use Form 5: Affiliated Persons
Letter.) These confirmations will be used to check
for conflicts of interest by comparing the
information on the confirmations against the Firm's
pre-clearance records (see sub-section (f) below) and
quarterly Personal Transaction Reports.
d. All Access Persons are required to "pre-clear" their
personal transactions with the Ethics Committee's
designee. (Use Form 2: Preclearance Form.) If
circumstances are such that the Firm lacks the
ability to preclear a particular transaction,
permission to execute that transaction will not be
granted. Submissions for request of trade approval
must be submitted no later than 3:30pm. If
preclearance is granted, the Access Person has until
the end of the day preclearance is granted to execute
his or her trade. After such time the
6
<PAGE>
Access Person must obtain preclearance again. (Limit
orders which have been precleared and placed within
this time limit need not be precleared on subsequent
days so long as the terms of the order are not
changed.) Prior approval is not required for the
exercise of rights, the rounding out of fractional
shares and receipt of stock dividends or stock
splits. Similarly, prior approval is not required for
transactions in shares of registered open-end
investment companies (except in the case of a
Portfolio Manager who wishes to purchase or sell
shares of his/her Fund when the Fund is other than a
money market fund) and U.S. Government securities
transactions.
e. Access Persons may not purchase any Security where
the investment rating is upgraded to "Buy" (or any
Security added to the Investment Universe with a
"Buy" rating until two weeks after the date of the
rating change or addition. (See SP&P #31-5 regarding
Price Rating System.)
f. Access Persons may not sell any Security where the
investment rating is downgraded to "Unattractive"
until two weeks after the date of the rating change.
g. Access Persons may not purchase securities that are
added to the PIC Universe until two weeks after the
date of the addition.
h. In the event that an Access Person desires to trade
less than $10,000 of a Security that has a market
capitalization of at least $5 billion, pre-clearance
will be granted absent special circumstances.
(However, please note that even trades falling within
this de minimus exception must be pre-cleared with
the Ethics Committee or its designee.)
i. No Access Person will receive approval to execute a
securities transaction when any client has a pending
"buy" or "sell" order in that same (or a related)
Security until that order is executed or withdrawn.
Examples of related securities include options,
warrants, rights, convertible securities and American
Depository Receipts, each of which is considered
"related" to the Security into which it can be
converted or exchanged.
j. Within 10 days of the commencement of employment (or
within 10 days of obtaining Access Person status) all
Access Persons must disclose all holdings of
securities and/or derivatives in which they have a
Beneficial Interest (and indicate which of those
holdings are private placements). Access Persons must
file an initial report even if they have no holdings.
Holdings in direct obligations of the U.S. Government
and mutual (i.e., open-end) funds other than Scudder
Kemper Funds need not be listed.
k. Access Persons shall submit an Annual Statement of
Securities Holdings as part of the annual ethics
questionnaire. The Annual Statement of Securities
Holdings shall only include holdings that are not
received by the Legal Department in the form of
duplicate statements.
7
<PAGE>
Specific Rules and Restrictions Applicable to Investment Personnel
a. Investment Personnel are subject to each of the
foregoing rules and restrictions applicable to
Employees and Access Persons.
b. Investment Personnel are prohibited from profiting
from the buying and selling, or selling and buying,
of the same (or related) securities within a 60
calendar-day period.
c. Investment Personnel who hold a privately placed
Security of an issuer whose securities are being
considered for purchase by a client must disclose to
their departmental reviewer that preexisting interest
where they are involved in the consideration of the
investment by the client (using Form 3: Special
Transaction Preclearance Form). The client's purchase
of such securities must be approved by the relevant
departmental reviewer.
d. Research analysts are required to obtain special
preclearance (using Form 3: Special Transaction
Preclearance Form) and approval from their supervisor
prior to purchasing or selling a Security in an
industry or country he or she follows.
Specific Rules and Restrictions Applicable to Portfolio Managers
a. Portfolio Managers are subject to each of the
foregoing rules and restrictions applicable to
Employees, Access Persons and Investment Personnel.
b. Portfolio Managers may not buy or sell a Security
within seven calendar days before and after a
portfolio that he or she manages trades in that
Security.
c. When a Portfolio Manager wants to sell from his or
her Personal Account securities held by his or her
clients, the Portfolio Manager must receive prior
written approval from the Ethics Committee or its
designee (Using Form 3) before acting for the
Personal Account. The Portfolio Manager must explain
his or her reasons for selling the securities.
d. When a Portfolio Manager wants to purchase for a
Personal Account a Security eligible for purchase by
one of his or her clients, the Portfolio Manager must
receive prior written approval from the Ethics
Committee or its designee (Using Form 3) before
acting for the Personal Account. The Portfolio
Manager must explain his or her reasons for
purchasing the securities.
e. A Portfolio Manager may not engage in short sales
other than "short sales against the box" for which
both Regular and Special Preclearance are required.
8
<PAGE>
General
a. Apart from these specific rules, purchases and sales should be
arranged in such a way as to avoid any conflict with clients
in order to implement the intent of this Code. Any attempt by
an employee to do indirectly what this Code is meant to
prohibit will be deemed a direct violation of the Code. If
there is any doubt whether you may be in conflict with
clients, particularly with respect to securities with thin
markets, you should check before buying or selling with the
Ethics Committee or its designee.
b. Hardship exceptions may be granted, in the sole discretion of
the Ethics Committee or its designee, with respect to certain
provisions of this Code in rare instances where unique
circumstances exist.
c. The Ethics Committee or its designee, on behalf of the Firm,
will report annually to each Scudder Kemper Fund's board of
directors concerning existing procedures and any material
changes to those procedures as well as any instances requiring
significant remedial action during the past year which relate
to that Fund.
d. Access Persons are permitted to maintain Margin Accounts.
Nonetheless, sales by Access Persons pursuant to margin calls
must be precleared in accordance with standard preclearance
procedures.
Excessive Trading
The firm believes that it is appropriate for its members to participate in the
public securities markets as part of their overall personal investment programs.
As in other areas, however, this should be done in a way that creates no
potential conflicts with the interests of our clients or our firm. Further, it
is important that members recognize that otherwise appropriate trading, if
excessive (measured in terms of frequency, complexity of trading programs or
numbers of trades), or if conducted during work-time or using firm resources,
can give rise to conflicts of a different category such as by distracting time,
focus, and energy from our efforts on behalf of our clients or by exceeding a
reasonable standard of firm accommodation of members' basic personal needs.
Accordingly, personal trading rising to such dimension as to create this
possibility is not consistent with the Code of Ethics, should be avoided, and
will not be approved. This provision is consistent with Group policies and by
Zurich Basics, which sets out the Group's core values and basic principles.
Disgorgement; Other Penalties
Any profits realized from a transaction that was not precleared or from a
transaction that otherwise violates a provision of this Code will be disgorged
to an appropriate charity. The Ethics Committee, in its discretion, may waive
disgorgement in exceptional circumstances. The Ethics Committee also reserves
the right to impose other penalties for violations of the Code, including
requiring reversal of a trade, fines, suspension of trading privileges and,
under the most serious of violations, termination of employment.
9
<PAGE>
Part 3: Insider Trading
I. Introduction
Employees may not transact in a security while in possession of material,
nonpublic information relating to the issuer of the security. This prohibition
applies to trading on behalf of client accounts and personal accounts. In
addition, employees may not convey material, nonpublic information about public
traded issuers to others outside the company.
SP&P 16 -11B sets forth the company policy on Insider Trading, and is
incorporated into the Code of Ethics by reference.
II. General guidelines
Employees may not transact in a security, on behalf of a client account or a
personal account, while in possession of material, nonpublic information
concerning the issuer of the security.
a. Employees who receive information which they believe may be
material and nonpublic are required to contact the Legal
Department immediately. In such circumstances, employees
should not share the information with other employees,
including supervisors. Employees may not share material,
nonpublic information with others outside the firm.
b. Employees may not purchase or sell securities on the
Restricted List absent a special exception from the Legal
Department. Employees may not disclose the identities of
issuers on the Restricted List to others outside the firm.
c. Employees may not solicit material, nonpublic information from
officers, directors or employees of public issuers.
d. Employees may not knowingly transact in securities prior to
trades made on behalf of clients, or prior to the publication
of research relating to the security.
e. Employees may not cause nonpublic information about a security
to be passed across a firewall.
III. Definitions
Material information is information that a reasonable investor would find
relevant to making an investment decision. Any information which if announced to
the public, would likely cause a change in the price of a security, is likely to
be material.
The following types of information are likely to be material: earnings, mergers
and acquisitions, dividends and special dividends, product developments,
licenses, changes in management, major litigation or regulatory action, and/or
actions by prominent investors.
Nonpublic information is information that has not been disclosed to the public.
Information available in newspapers, magazines, radio, television, and/or news
services is generally public information.
10
<PAGE>
Restricted List is a document disseminated by the Legal Department setting forth
securities which employees may not buy and/or sell for personal and client
accounts.
A firewall is a procedure designed to prevent the misuse of material, nonpublic
information received by the firm in the course of its business. Employees with
questions concerning firewall procedures and their applicability should contact
the Legal Department for further guidance. SP&P 16 -11C sets forth the company
policy on Firewall Procedures, and is incorporated into the Code of Ethics by
reference.
Part 4: Confidentiality
Our obligation as fiduciaries to act at all times in our clients' best interests
requires that we share information concerning our clients -- including
particularly information concerning their identities, holdings and account
transactions -- with those outside the Firm only on a "need to know" basis.
Accordingly, no member of the organization may discuss with, or otherwise inform
others of, the identity of any client, or any actual or contemplated transaction
for the account of a client, except in the performance of employment duties or
in an official capacity and then only for the benefit of the client, and in no
event for a direct or indirect personal benefit.
Part 5: Proprietary Rights of the Firm
When a member of the organization leaves the firm, for whatever reason, certain
business principles and procedures should be observed. Some are obvious and
inherent in the basic ethical relationship between any person and his or her
firm. In our case, there are many additional constraints as a result of our
being a confidential fiduciary in a field involving special ethical, regulatory
and professional considerations.
By way of background, the firm does not wish to deter any individuals from
furthering their careers, if they think their situation can be improved with
another firm. But if any member of the organization does move on to another
firm, he or she does so subject to those constraints.
The collective efforts of everyone at Scudder Kemper have contributed over a
period of years to what our firm is today. This includes our recognized
reputation as professional investors with a high sense of personal integrity and
ethics. Many persons have contributed to the investment product we offer and
have participated in the development of our roster of existing and prospective
clients. The central principle is that the client has retained the firm, not any
individual. Members of the firm should also understand that our clients and our
employees are central to the value of the firm. Accordingly, for at least six
quarters after the departure (unless a longer period has been agreed to),
departing members of the firm may not solicit clients to retain, or other firm
employees to join, another investment management firm.
Any member of the organization must recognize that these elements of our
business are the property of the firm and its clients. In addition, the firm has
certain obligations not to disclose the confidential and proprietary information
of third party suppliers. None of such materials
11
<PAGE>
or information may be removed from the firm or used in any way outside of
Scudder Kemper either during or after association with the firm.
In brief, the actions of anyone in the organization or of any departing member
of the organization are expected to be consistent with the spirit and intent of
this memorandum which reasserts the fact that no one of us can take away, use or
otherwise make available to a third party what belongs to the firm or its
supplier.
For example, the following items are representative of the property of the firm
or its suppliers and are not to be removed whether they are original documents,
copies, tapes or reproductions of any kind:
o Names, addresses, telephone numbers and other client contact
and correspondence procedures.
o Records and files of our clients' accounts including the
computer database.
o Account operational procedures and instructions.
o Asset listings for clients and prospects including cost
prices, dates of acquisition and the like.
o All firm research memoranda, procedures and files, including
drafts thereof, as well as procedures, notes or tapes of
research interviews, discussions, annual reports and company
releases, brokers' reports, outside consultants' reports and
any other material pertaining to investments.
o All operating memoranda such as Standard Policy and Procedures
memoranda, operations manuals, procedures and memoranda, and
compliance checklists, manuals, procedures and memoranda.
o All computer software programs, databases and related
documentation pertaining to account or research operations,
procedures or controls including access to and use of such
programs.
o Presentation materials (including drafts, memoranda and other
materials related thereto) prepared for marketing purposes or
client meetings, including computer software programs and
documentation of third party suppliers.
o All information pertaining to investment counsel and fund
prospects including lists and contact logs.
o Account performance data for all accounts which have been or
are under the supervision of the firm.
o Internal analyses, management information reports and
worksheets such as marketing and business plans, profit margin
studies, and compensation reviews.
12
<PAGE>
These examples are only illustrative and not intended as all inclusive. In
addition, you are reminded of our long and strong tradition of confidentiality
with respect to client affairs and the confidential information of third party
suppliers and the representations we make to our clients and our suppliers in
this regard.
In order to maintain the professional nature of the firm, we have an obligation
to protect vigorously the rights of our clients and the firm. The firm may
enforce these rights pursuant to appropriate judicial proceedings.
Alternatively, the firm, in its discretion, may initiate proceedings before the
American Arbitration Association in order to resolve any controversy or claim it
may have arising out of or relating to this policy, or breach of it, and
judgment on an award rendered by the arbitrator may be entered in any court
having jurisdiction.
Part 6: Gifts and Entertainment
I. Overview
It is appropriate for employees to maintain friendly but professional
relationships with persons with whom Scudder Kemper conducts its business. These
business counterparts may include persons who are associated with Scudder
Kemper's vendors, contractors, providers of service, and members of the
investment community. It is appropriate for employees to give and/or receive
gifts, business meals and/or entertainment from such business counterparts,
provided that they are not excessive in value or frequency. The good judgment of
our employees and their supervisors is of paramount importance in ensuring
compliance with this provision.
SP&P 16-11A sets forth the company policy on Gifts and Entertainment, and is
incorporated into the Code of Ethics by reference.
II. General Guidelines
a. Employees may not accept gifts that are excessive in value or
frequency.
b. The following types of transactions should be approved by a
supervisor using Form 6 (The Scudder Kemper Gift Form; See
Section III):
i. Gifts valued in excess of $100;
ii. Business meals valued in excess of $200; and
iii. Entertainment valued in excess of $300.
c. Invitations which involve the payment of substantial expenses
generally should be avoided (See SP&P 16-2A). Under most
circumstances lodging and transportation charges should be
considered the obligation of Scudder Kemper.
d. The frequency of invitations should also be taken into
account, especially entertainment. Employees generally should
not accept more than three invitations a year from any single
individual, group or organization, subject to approval from a
supervisor.
13
<PAGE>
e. When analysts and product leaders accept broker invitations to
research and investment meetings, an effort should be made to
use firms on our "Approved List" or those which are bona fide
candidates for the list. It is not good business practice to
accept assistance and invitations from firms with which we are
not likely to do business.
f. Employees may not accept gifts of cash. Employees may not
accept gifts of favorable rates on financial transactions such
as loans or brokerage commissions.
III. Reporting and Supervision
As described above, gifts valued at over $100 and the other items outlined in
II(b) hereof, must be approved by a supervisor. The supervisor must have a
corporate title of Managing Director or Senior Vice President, and must be in
the same department as the employee receiving the gift. The Scudder Kemper Gift
Form (Form 6) must be completed within ten days of receipt of the gift.
Completed gift forms are sent to Carol Beckett, at 345 Park Avenue, NY, NY
10154. In addition, gifts subject to Form 6 must be reported on the Quarterly
Personal Transaction Report.
Part 7: Fiduciary and Corporate Activities
In many fiduciary and corporate activities, members of the organization are, or
will become, engaged in responsible duties involving the expenditure of time and
the application of information and experience which properly belong to the firm
or are derived from the Scudder Kemper relationship. With certain exceptions
referred to below, any compensation or profits from these activities are,
accordingly, considered to be Scudder Kemper's income.
The Ethics Committee must give written approval to all existing or prospective
relationships and activities as described below, and no new relationship should
be initiated without written authorization on Form 7: Request For Approval of
Fiduciary, Corporate or Other Outside Activity. In those instances when approval
of a prospective fiduciary relationship, e.g., executor or trustee, has been
given and the individual subsequently is in a position to qualify and act in the
fiduciary capacity, that person is required to reapply for approval if the
character of the activity changes. The same procedures should be followed as
those for the approval of any fiduciary activity except that reference should be
made to the earlier obtained approval under "Salient Facts" on the approval
form.
Executorships
The duties of an executor are often arduous, time consuming and, to a
considerable extent, foreign to our business. As a general rule, Scudder Kemper
wishes to discourage acceptance of executorships by members of the organization.
However, business considerations or family relationships may make it desirable
to accept executorships under certain wills. In these instances follow the
procedures set forth in SP&P #16-15, Acting As Executor Under A Client's Will.
In all cases, it is necessary for the individual to have the written
authorization of the firm to act as an executor.
14
<PAGE>
When members of the organization accept executorships under clients' wills, the
organization has consistently held to the belief that these individuals are
acting for Scudder Kemper and that fees received for executors' services
rendered while associated with the firm are exclusively Scudder Kemper income.
In such instances, the firm will indemnify the individual, and the individual
will be required at the time of qualifying as executor to make a written
assignment to the firm of any executor's fees due under such executorship.
Copies of this assignment and Scudder Kemper's authorization to act as executor
are to be filed in the client's file.
Generally speaking, it is not desirable for members of the organization to
accept executorships under the wills of non-clients. Normally, however,
authorization will be given in the case of executorships for members of an
individual's immediate family assuming that arrangements for the anticipated
work load can be made without undue interference with the individual's
responsibilities to Scudder Kemper. (For example, this may require the
employment of an agent to handle the large amount of detail which is usually
involved.) In such a case, the firm would expect the individual to retain the
commission. There may be other exceptions which will be determined by the facts
of each case. All such existing or prospective relationships should be reported
in writing.
Trusteeships
It is often desirable for members of the organization to act individually as
trustees for clients' trusts. Such relationships are not inconsistent with the
nature of our business. As a general rule, Scudder Kemper does not accept
trustee's commissions where it acts as investment counsel. As in the case of
executorships, all trusteeships must have the written approval of the firm.
It is our standard practice to indemnify those individuals who act as trustees
for clients' trusts at the request of the firm. In this connection, the
individual member of the organization acting as a trustee will be asked to agree
not to claim or accept trustee's commissions for acting. This applies to trusts
which employ Scudder Kemper as investment counsel or those which are invested in
one or more of the Funds administered by Scudder Kemper.
It is recognized that individuals may be asked to serve as trustees of trusts
which do not employ Scudder Kemper. As in the case of executorships, the firm
will normally authorize individuals to act as trustees for trusts of their
immediate family. Other non-client trusteeships can conflict with our clients'
interests so that acceptance of such trusteeships will be authorized only in
unusual circumstances.
Custodianships for Minors
It is expected that most custodianships will be for minors of an individual's
immediate family. These will be considered as automatically authorized and do
not require written approval of the firm. However, the written approval of
Scudder Kemper is required for all other custodianships for minors.
15
<PAGE>
Directorships and Consultant Positions in Business Corporations
Occasionally, members of the organization are asked to serve as directors or
consultants in business organizations. As a general policy, Scudder Kemper
considers it inadvisable for such individuals to serve in these capacities. No
such position may be accepted without the written authorization of the Ethics
Committee or its designee. In the exceptional instances where such authorization
is granted, the fees or other income resulting from such a relationship are to
be turned over to Scudder Kemper (unless the firm decides otherwise) to
compensate it for the resources made available. Scudder Kemper reserves the
right to require that any member of the organization relinquish any outside
business connection when it believes that such connection is unduly time
consuming or conflicts with the interests of the firm or its clients.
Public and Charitable Positions
Scudder Kemper has consistently encouraged members of the organization to take
part in community activities and to take an active role in public and charitable
organizations. The firm expects that when accepting such duties, members of the
organization will consider possible conflicts of interest with our business as
well as the demands that such positions make upon their time. Several examples
of possible conflicts might be helpful.
When agreeing to serve in a public or charitable position, a member of the
organization should clarify in advance in writing that he or she will not
provide free continuous investment advice and management. This should be made
particularly clear where Investment Committee responsibilities are considered.
Serving without compensation on the Investment Committee of a charity which
might appropriately employ Scudder Kemper would ordinarily not be in our best
interest and prior written approval is required.
Another example of a possible conflict which should be avoided arises when a
charity is involved in fund raising. Our work gives us access to detailed
knowledge of each client's capacity to contribute and is compounded by the close
relationship which should exist between consultant and client. For any member of
the organization in the course of a charitable solicitation to take advantage of
this confidential relationship -- or even to seem to do so -- would be
unprofessional. Even under the best circumstances, the solicitation of a client
by a member of the organization is awkward and discouraged.
Members of the organization should also make it clear in writing to the public
or charitable organization that they will not participate in any search or
selection process for a future investment adviser. It is expected that the
participation of a member of the Scudder Kemper organization in a charitable
organization will not preclude the firm from being a candidate for employment as
investment counsel to that organization.
Outside Activities
The foregoing does not cover all situations in which a member of the
organization may be in a position to realize financial gain which should be
treated as belonging to Scudder Kemper. It is expected that opportunities for
substantial compensation or profit from sources outside of the firm may, for
example, be offered to a member of the organization by reason of his association
with the firm or because of his investment and financial skill or experience.
16
<PAGE>
Scudder Kemper reserves the right to decide if such compensation or profit
should be accepted and, if accepted, whether or not it should be turned over to
Scudder Kemper. All such cases must be reported promptly in writing for Ethics
Committee review and before they are operative.
New Employees
It is desirable that any fiduciary or corporate activities of a prospective
employee be reviewed by Scudder Kemper prior to the conclusion of arrangements
for employment. However, if such activities have not been reported prior to
employment, they should be reported in writing as promptly as possible
thereafter. It is recognized that there may be justification for treating such
activities which ante-date the individual's association with the firm on a
different basis than might otherwise apply. However, Scudder Kemper reserves the
right to make what it considers an appropriate determination in each case. It
also reserves the right to require that any employee give up any fiduciary or
corporate activity which it finds in conflict with the best interests of the
firm or any of its clients.
Written Approval
Where written approval is required, Form 7 should be filed with the Ethics
Committee. A separate form should be filed for each trust, executorship and the
like. Note that once an activity has been approved, no additional requests for
approval need be filed unless the character of the activity changes, e.g., if a
member of the organization has obtained approval to be named as a prospective
executor or trustee, that individual should submit a new request to qualify and
serve in this capacity by resubmitting a new Form 7 for review.
Part 8: External Communications
In our sales, marketing, client reporting and corporate communications
activities, the Firm's products, services, capabilities, and past and potential
accomplishments must be presented fairly, accurately and clearly. All marketing
materials must be reviewed by the Global Compliance Group in accordance with
SP&P #12-7. All press interviews must be cleared in advance by Public Relations.
Reports to clients, including client account valuation and performance data,
must be fair.
Part 9: Reporting Apparent Violations
Scudder Kemper believes that maintaining a strong compliance culture is in the
best interest of the firm and its clients, in that it helps both to maintain
client and employee confidence, and to avoid the costs (both reputational and
monetary) associated with compliance violations. While reducing compliance
violations to a minimum is our goal, realistically speaking, violations may
occur from time to time in an organization as large as ours. When violations
occur, it is important that they be dealt with immediately by the appropriate
members of the organization. We encourage all Scudder Kemper employees to report
apparent compliance violations to the Legal Department. Violations that go
unreported have the potential to cause far more damage than violations that are
taken care of immediately upon discovery.
17
<PAGE>
It is extremely important that apparent compliance violations be reported
through the appropriate channels. The Legal Department should be contacted in
all cases except cases involving potential violations of Human Resources
policies, which should be reported directly to Human Resources. While resolving
apparent compliance violations should virtually always involve the management of
the business unit involved, it is not necessarily appropriate (nor is it
required) that an employee report apparent violations to his or her manager, as
well as to the Legal Department.
Reports of apparent compliance violations will be treated confidentially to the
fullest extent possible. In no event will the firm tolerate retaliation against
persons who report apparent compliance violations. We realize that employees may
lack the training to distinguish actual from apparent compliance violations, and
accordingly, the fact that a reported incident proves, after investigation, not
to have involved a compliance violation will not result in any sanction against
the reporter, provided that the report was made in good faith.
Part 10: Condition of Employment or Service
Compliance with the Code of Ethics is a condition of employment or continued
affiliation with Scudder Kemper and the Scudder Kemper Funds, and conduct not in
accordance shall constitute grounds for actions including termination of
employment or removal from office.
Employees must certify annually that they have read and agree to comply in all
respects with this Code of Ethics and that they have disclosed or reported all
personal transactions it requires to be disclosed or reported. (See Form 4:
Annual Acknowledgement of Obligations Under Code of Ethics). In addition, each
year every member of the organization is required to file with the Legal
Department a complete list of all fiduciary, corporate, and other relationships
of the nature described in Part 7 above. The report is titled Form 8: Annual
Review of Personal Activities and is attached to this memorandum.
18
<PAGE>
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110
May 12, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Scudder Gold Fund (the "Fund"), a series of Scudder Mutual Funds, Inc.
(the "Corporation")(Reg. No. 33-22059) (811-5565) Post Effective
Amendment No. 17 to the Registration Statement on Form N-1A
Ladies and Gentlemen:
We are filing today through the EDGAR system on behalf of the Fund,
pursuant to Rule 485(a) under the Securities Act of 1933 (the "Securities Act")
and Rule 8b-16 under the Investment Company Act of 1940, Post-Effective
Amendment No. 17 to the above-referenced Corporation's Registration Statement on
Form N-1A (the "Amendment") for review and comment by the staff of the
Commission. The Amendment is expected to become effective on July 14, 2000.
The principal purpose of this filing is to register two share classes,
the S Class and the AARP Class, for the Fund. The currently registered shares of
the Fund shall forthwith be known as the S Class shares. The currently effective
prospectus and Statement of Additional Information for the fund is incorporated
by reference to this filing.
Any comments or question on this filing should be directed to me at
617-295-2592.
Very truly yours,
/s/Jeanne Carroll
Jeanne Carroll
cc: Greg Konzal
Dechert, Price & Rhoads
