Filed electronically with the Securities and Exchange Commission
on April 4, 1996
File No. 2-36238
File No. 811-2021
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. 37
--
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 21
--
Scudder Securities Trust
------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, MA 02110-4103
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-2567
--------------
Thomas F. McDonough
Scudder, Stevens & Clark, Inc.
Two International Place, Boston MA 02110
----------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
X immediately upon filing pursuant to paragraph (b)
--------
on ____________ pursuant to paragraph (b)
--------
60 days after filing pursuant to paragraph (a)(i)
--------
on _______________ pursuant to paragraph (a)(i)
--------
75 days after filing pursuant to paragraph (a)(ii)
--------
on _______________ pursuant to paragraph (a)(ii) of Rule 485.
--------
The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for its most
recent fiscal year on August 24, 1995.
<PAGE>
SCUDDER DEVELOPMENT FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
<TABLE>
<CAPTION>
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
<S> <C> <C>
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information
4. General Description of INVESTMENT OBJECTIVES AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION
5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
TRUSTEES AND OFFICERS
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital gains
Securities distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line, Dividend
reinvestment plan, T.D.D. service for the hearing impaired
HOW TO CONTACT SCUDDER
7. Purchase of Securities FUND ORGANIZATION--Underwriter
Being Offered PURCHASES
TRANSACTION INFORMATION--Purchasing
shares, Share price, Processing time,
Minimum balances, Third party
transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES
8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification number,
Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
Cross Reference - Page 1
<PAGE>
PART B
Caption in Statement of
Item No. Item Caption Additional Information
- -------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and FUND ORGANIZATION
History
13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Brokerage Commissions,
Portfolio turnover
14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory and INVESTMENT ADVISER
Other Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions, Portfolio Turnover
and Other Practices
18. Capital Stock and FUND ORGANIZATION
Other Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities EXCHANGES AND REDEMPTIONS
Being Offered FEATURES AND SERVICES OFFERED BY THE FUND--Dividend and Capital Gain
Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of Performance PERFORMANCE INFORMATION
Data
23. Financial Statements FINANCIAL STATEMENTS
Cross Reference - Page 2
<PAGE>
SCUDDER SMALL COMPANY VALUE FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
---------------------------
PART A
Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information
4. General Description of INVESTMENT OBJECTIVES AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION
5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
TRUSTEES AND OFFICERS
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and capital gains
Securities distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information Line, Dividend
reinvestment plan, T.D.D. service for the hearing impaired
HOW TO CONTACT SCUDDER
7. Purchase of Securities FUND ORGANIZATION--Underwriter
Being Offered PURCHASES
TRANSACTION INFORMATION--Purchasing
shares, Share price, Processing time,
Minimum balances, Third party
transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES
8. Redemption or Repurchase EXCHANGES AND REDEMPTIONS
TRANSACTION INFORMATION--Redeeming shares, Tax identification number,
Minimum balances
9. Pending Legal Proceedings NOT APPLICABLE
Cross Reference - Page 3
<PAGE>
PART B
Caption in Statement of
Item No. Item Caption Additional Information
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and FUND ORGANIZATION
History
13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Brokerage Commissions,
Portfolio turnover
14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION
15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities
16. Investment Advisory and INVESTMENT ADVISER
Other Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions, Portfolio Turnover
and Other Practices
18. Capital Stock and FUND ORGANIZATION
Other Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
19. Purchase, Redemption and PURCHASES
Pricing of Securities EXCHANGES AND REDEMPTIONS
Being Offered FEATURES AND SERVICES OFFERED BY THE FUND--Dividend and Capital Gain
Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of Performance PERFORMANCE INFORMATION
Data
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
Cross Reference - Page 4
<PAGE>
Part A (the Prospectus)
Part A of this Post-Effective Amendment No. 37 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Small Company Value
Fund's current Post-Effective Amendment No. 35 on Form N-1A filed on October 6,
1995 and to its definitive Rule 497(c) filing on October 16, 1995.
<PAGE>
Scudder Small Company Value Fund
Supplement to Prospectus
Dated October 6, 1995
The following table is to be inserted after the section entitled "Expense
information" on page 2.
- --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout
the period and other performance information derived from the financial
statements.
If you would like more detailed information concerning the Fund's performance,
a complete portfolio listing and financial statements are available in the
Fund's Semiannual Report dated February 29, 1996 and may be obtained without
charge by writing or calling Scudder Investor Services, Inc.
<TABLE>
<CAPTION>
FOR THE PERIOD
OCTOBER 6, 1995
(COMMENCEMENT
OF OPERATIONS) TO
FEBRUARY 29, 1996
(UNAUDITED)
-----------------
<S> <C>
Net asset value, beginning of period........................................... $12.00
------
Income from investment operations:
Net investment income (a).............................................. .05
Net realized and unrealized gain on investment transactions............ .68
------
Total from investment operations............................................... .73
------
Less distributions from net investment income.................................. (.05)
------
Net asset value, end of period................................................. $12.68
======
TOTAL RETURN (%)............................................................... 6.09 (b)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions)......................................... 25
Ratio of operating expenses, net to average daily net assets (%) (a)........... 1.50*
Ratio of net investment income to average daily net assets (%)................. 1.23*
Portfolio turnover rate (%).................................................... 4.76*
<FN>
(a) Reflects a per share amount of expenses, exclusive of management fees,
reimbursed by the adviser............................................. $.04
Reflects a per share amount of management fee and
other fees not imposed................................................ $.11
Operating expense ratio including expenses
reimbursed, management fee and other expenses
not imposed (%)....................................................... 4.83*
(b) Total return does not reflect the effect of the applicable redemption fees.
* Annualized
** Not annualized
</FN>
</TABLE>
April 4, 1996
<PAGE>
Part B (the Statement of Additional Information)
Part B of this Post-Effective Amendment No. 37 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Small Company Value
Fund's current Post-Effective Amendment No. 35 on Form N-1A filed on October 6,
1995 and to its definitive Rule 497(c) filing on October 16, 1995.
<PAGE>
Scudder
Small Company
Value Fund
Semiannual Report
February 29, 1996
o Offers opportunities for long-term growth of capital by seeking undervalued
stocks of small U.S. companies.
o A pure no-load(TM) fund with no commissions to buy, sell, or exchange
shares.
This information must be preceded or accompanied by a current prospectus.
Portfolio changes should not be considered recommendations for action by
individual investors.
<PAGE>
SCUDDER SMALL COMPANY VALUE FUND
CONTENTS
2 In Brief
3 Letter from the Fund's President
4 Portfolio Summary
5 Portfolio Management Discussion
7 Investment Portfolio
13 Financial Statements
16 Financial Highlights
17 Notes to Financial Statements
21 Officers and Trustees
22 Investment Products and Services
23 How to Contact Scudder
IN BRIEF
o Scudder Small Company Value Fund provided a positive total return of 6.09%*
from its commencement of operations on October 6, 1995, through the period
ended February 29, 1996.
o At the end of February, the Fund's 25.5 million dollars were invested in
151 stocks and one repurchase agreement.
o The average price-earnings ratio for portfolio holdings as of February 29th
was 13.4, or a little more than half of the 26.1 ratio for the unmanaged
Russell 2000 Index of small stocks.
o The Fund's most significant focus is in the finance sector, which accounts
for approximately 30% of the portfolio's stock holdings. This is also the
largest sector in the small stock segment of the U.S. market. Other groups
where the Fund's value-driven process has resulted in significant
representation include consumer discretionary, utilities, and manufacturing
stocks.
- ----------------------
* If you redeemed shares held less than one year, a fee of 1% would have been
assessed, lowering the Fund's total return to 5.09% for the period. This
fee serves to benefit remaining shareholders by recovering transaction
expenses caused by early redemptions, and is intended to encourage
long-term investment in the Fund.
2
<PAGE>
LETTER FROM THE FUND'S PRESIDENT
Dear Shareholders,
We are pleased to present the first semiannual report for Scudder Small
Company Value Fund, covering the abbreviated period from the Fund's commencement
on October 6, 1995, through the end of February. As a Fund shareholder, you can
expect to receive reports each quarter, including comprehensive reports annually
and semiannually, as well as two interim reports in the intervening quarters.
Scudder Small Company Value Fund seeks capital appreciation over time
through the identification of small U.S. stocks that appear to be selling at
prices below their true worth. The Fund's total return for the nearly five
months covered by this report was 6.09%, reflecting in part a generally rising
U.S. market with day-to-day stock price movements that for the most part stayed
within a reasonable range. More recently, the market has begun to display a
higher degree of volatility, as evidenced by the 171 point drop in the Dow Jones
Industrial Average on March 8. As The Wall Street Journal noted, however, this
decline failed to crack the top 100 of all time on a percentage basis, and the
market, in fact, rebounded the next trading day.
After an extended period of gains such as the U.S. stock market recently
experienced, a modest correction would not be unusual. In addition, a degree of
short-term volatility is natural as investors react to conflicting indicators of
such economic fundamentals as the rate of inflation. In our view, however, the
long-term outlook for investors in the U.S. and worldwide remains positive,
based on a number of structural factors that point toward a continuing trend of
disinflationary growth.
We believe Scudder Small Company Value Fund, with its highly disciplined
approach to selecting U.S. small stocks, has particularly attractive investment
characteristics at this point in the market cycle. We welcome you as a
shareholder and look forward to your continued support.
Sincerely,
/s/Daniel Pierce
Daniel Pierce
President, Scudder Small Company Value Fund
3
<PAGE>
SCUDDER SMALL COMPANY VALUE FUND
PORTFOLIO SUMMARY as of February 29, 1996
- ---------------------------------------------------------------------------
ASSET MIX
- ---------------------------------------------------------------------------
Equity Securities 95% The portfolio is invested
Cash & Equivalents, Net 5% entirely in U.S. small
- ---------------------------------- company stocks, except for
Total Net Assets (millions) $25.13 a small cash position.
Net Asset Value per Share $12.68
A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.
- ---------------------------------------------------------------------------
STOCK CHARACTERISTICS
- ---------------------------------------------------------------------------
RUSSELL FUND AS % OF
FUND 2000* S&P 500** RUSSELL 2000
---- ---- ------- ------------
SMALL COMPANIES ($ MILLIONS)
Market Capitalization - Median 296 290 4,751 102%
Market Capitalization - Wgt. Avg. 325 554 31,978 59%
Revenues 524 507 23,189 103%
VALUE ORIENTATION
P/E - Trailing Twelve Months 13.4 26.1 18.7 51%
Price/Sales 0.6 1.0 1.1 64%
Price/Book Value 1.5 2.3 3.0 64%
Yield (Avg. Stock) 1.9% 1.4% 2.3% 144%
The average Fund holding has a price-earnings ratio of approximately one-half
that of the overall small stock market.
* The Russell 2000 Index is an unmanaged capitalization-weighted measure of
small U.S. companies whose common stocks trade on the New York Stock
Exchange, American Stock Exchange, and NASDAQ market.
** The Standard and Poor's (S&P) 500 Index is an unmanaged capitalization-
weighted measure of 500 widely held common stocks listed on the New York
Stock Exchange, American Stock Exchange, and NASDAQ market.
- --------------------------------------------------------------------------
SECTORS/LARGEST HOLDINGS (Excludes 5% Cash Equivalents, Net)
- --------------------------------------------------------------------------
FINANCIAL (30%) TECHNOLOGY (5%)
Susquehanna Bancshares, Inc. Wyle Electronics (Producer of
(Multi-bank holding company) semicondutors, computer systems and
related services)
CONSUMER DISCRETIONARY (11%)
Claire's Stores, Inc. (Retailer HEALTH (5%)
specializing in fashion Mariner Health Group, Inc. (Provider
accessories for girls and women) of post acute healthcare services)
MANUFACTURING (10%) METALS & MINERALS (4%)
Scotsman Industries, Inc. UNR Industries, Inc. (Manufacturer
(Manufacturer of commercial of steel-related products)
refrigeration products)
DURABLES (4%)
UTILITIES (10%) Wynn's International, Inc. (Producer
Central Vermont Public Service of automotive parts and accessories
(Electric power supplier) and petro-chemical products)
CONSTRUCTION (7%) OTHER (14%)
Southdown Inc. (Cement and Citicasters Inc. (Operator of radio
concrete producer) stations)
For more complete details about the Fund's Investment Portfolio,
see page 7.
A monthly Investment Portfolio Summary and quarterly Portfolio Holdings
are available upon request.
4
<PAGE>
SCUDDER SMALL COMPANY VALUE FUND
PORTFOLIO MANAGEMENT DISCUSSION
Dear Shareholders,
Scudder Small Company Value Fund provided a positive total return of 6.09%
from its commencement of operations on October 6, 1995, through the end of its
abbreviated semiannual period on February 29, 1996. After falling in October,
small company value stocks generally rose during the remainder of the period.
The unmanaged Russell 2000 Value Index returned 5.22% for the full five-month
period from the beginning of October 1995 through the end of February 1996. The
Fund missed part of the market's October decline, accounting for its higher
return. The Russell 2000 Value Index is a widely followed gauge of stocks with
smaller capitalizations that display value characteristics, and is the Fund's
performance benchmark.
The U.S. stock market was driven over the period by continued slow growth,
a low rate of inflation, and the prospect of further interest rate declines.
While small stock returns in the aggregate were positive, they lagged those of
their larger-capitalization counterparts, principally the result of a weak
October when many small technology issues were in retreat. In addition, small
stocks were essentially flat in January, a month when larger-cap stocks posted
solid gains.
Portfolio Characteristics
Scudder Small Company Value Fund seeks long-term growth of capital by
applying a distinctive approach to investing in U.S. stocks. In doing so, the
Fund provides investors with a way to access the benefits of two techniques that
have historically provided solid long-term returns--investing in small stocks,
and employing a value-oriented selection criteria.
To review the Fund's selection process, the prospective investment universe
is first narrowed to U.S. companies with market capitalizations of between $50
and $500 million. These issues are then scored against a proprietary set of
quantitative standards that relate to the fundamental determinants of a stock's
value. Stocks are also evaluated on the basis of growth and price momentum
indicators. The small stocks that we identify as displaying the strongest
combination of investment characteristics become part of the portfolio. The
process is designed to produce a portfolio of undervalued stocks of small
companies with above-average return potential. At the end of February, the
Fund's 25.5 million dollars were invested in 151 stocks and one repurchase
agreement.
It is instructive to compare the characteristics of the average portfolio
holding to those of stocks in the Russell 2000 Index, a broadly based proxy for
the U.S. small stock market. (As described above, the Fund's performance
benchmark is the more specialized Russell 2000 Value Index, which has
historically outperformed the Russell 2000 Index.) With respect to stock
5
<PAGE>
size, the average market capitalization of the Fund's holdings was $325 million,
or less than three-fifths that of the average for the Russell 2000 Index. At the
same time, the average price-earnings ratio--a commonly used measure of stock
value--for portfolio holdings was 13.4 based on trailing 12-month earnings, or a
little more than half of the 26.1 ratio for the Russell 2000 Index. The Fund
also has lower price-to-sales and price-to-book ratios and a higher dividend
yield than the Index. We believe these value-oriented characteristics should
translate into lower Fund price volatility. At the end of February, the Fund's
most significant focus was in the finance sector, which accounted for
approximately 30% of the portfolio's stock holdings. Other groups where the
Fund's value-driven process resulted in significant representation include
consumer discretionary, utilities, and manufacturing stocks.
Looking Ahead
The U.S. stock market reached new heights seemingly on a daily basis for
much of the first two months of 1996, and it may be too much to expect this
strong performance to continue throughout the year. Short-term volatility and
periodic corrections are natural and to be expected. However, the long-term
prospects for the U.S. economy and stock market are positive, based on a number
of structural trends including low inflation and interest rates.
Scudder Small Company Value Fund continues to provide a disciplined,
value-oriented approach to small stock investing. The Fund's investment criteria
may on occasion be refined as we identify compelling relationships between
certain value stock characteristics and the price behavior of U.S. small stocks.
The result to-date of this process has been an intensification of the role value
plays in stock selection, as well as the increased weighting of traits that
should help control some of the volatility inherent in small stock investing.
Going forward, we believe the Fund is well positioned to benefit shareholders
seeking capital appreciation over time.
Sincerely,
Your Portfolio Management Team
/s/James M. Eysenbach /s/Philip S. Fortuna
James M. Eysenbach Philip S. Fortuna
Scudder Small Company
Value Fund:
A Team Approach to Investing
Scudder Small Company Value Fund is managed by a team of Scudder investment
professionals who each play an important role in the Fund's management process.
Team members work together to implement the Fund's proprietary quantitative
stock selection process. We believe our team approach benefits Fund investors by
bringing together many disciplines and leveraging Scudder's extensive resources.
Philip S. Fortuna, Lead Portfolio Manager, joined Scudder in 1986 as
manager of institutional equity accounts. He became director of quantitative
research in 1987 and served as director of investment operations from 1993 to
1994. James M. Eysenbach, Portfolio Manager, joined Scudder in 1991 as a senior
quantitative analyst and is currently director of quantitative research for
Scudder. Mr. Eysenbach has more than eight years of investment research and
management experience.
6
<PAGE>
<TABLE>
INVESTMENT PORTFOLIO as of February 29, 1996 (Unaudited)
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Principal Market
Portfolio Amount ($) Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
-------------------------------------------------------------------------
5.0% REPURCHASE AGREEMENTS
-------------------------------------------------------------------------
1,270,000 Repurchase Agreement with State Street Bank
and Trust Company dated 2/29/96 at 5.3%,
to be repurchased at $1,270,187 on 3/1/96,
collateralized by a $1,005,000 U.S. Treasury
Bond, 9.25%, 2/15/16 (Cost $1,270,000) ........... 1,270,000
---------
-------------------------------------------------------------------------
95.0% COMMON STOCKS
-------------------------------------------------------------------------
Shares
-------------------------------------------------------------------------
CONSUMER DISCRETIONARY 10.7%
Department & Chain Stores 2.3% 11,800 Best Products Corp., Inc.* ........................ 37,612
9,800 Carson Pirie Scott & Co.* ......................... 192,325
7,800 Mac Frugal's Bargains Close-Outs, Inc.* ........... 119,925
9,400 Ross Stores, Inc. ................................. 230,300
---------
580,162
---------
Home Furnishings 4.3% 21,200 Furniture Brands International Inc.* .............. 193,450
14,600 Haverty Furniture Co., Inc. ....................... 178,850
12,300 Interface, Inc. ................................... 161,437
17,500 Prime Hospitality Corp.* .......................... 199,063
6,800 Thomas Industries, Inc. ........................... 148,750
6,800 Toro Co. .......................................... 227,800
---------
1,109,350
---------
Recreational Products 0.6% 6,400 Carmike Cinemas, Inc.* ............................ 150,400
---------
Restaurants 0.8% 29,100 Ryan's Family Steak Houses, Inc.* ................. 192,788
---------
Specialty Retail 2.7% 7,100 Bombay Co., Inc.* ................................. 41,712
16,800 Claire's Stores, Inc. ............................. 264,600
8,700 General Host Corp.* ............................... 36,975
4,800 Inacom Corp.* ..................................... 87,000
16,100 Pier 1 Imports, Inc. .............................. 213,325
3,800 Trak Auto Corp.* .................................. 57,000
---------
700,612
---------
CONSUMER STAPLES 2.9%
Alcohol & Tobacco 1.0% 3,800 Culbro Corp.* ..................................... 251,750
---------
Food & Beverage 1.2% 8,200 Hudson Foods, Inc. "A" ............................ 110,700
10,200 International Multifoods Corp. .................... 189,975
---------
300,675
---------
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
<TABLE>
SCUDDER SMALL COMPANY VALUE FUND
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Textiles 0.7% 2,900 Fieldcrest Cannon, Inc.* .............................. 54,375
6,800 Guilford Mills, Inc. .................................. 142,800
-------
197,175
-------
HEALTH 4.6%
Biotechnology 0.7% 4,600 Bio-Rad Laboratories, Inc. "A"* ....................... 177,675
-------
Health Industry Services 0.7% 10,200 Foxmeyer Health Corp.* ................................ 174,675
-------
Hospital Management 1.4% 5,700 GranCare, Inc.* ....................................... 103,312
12,000 Mariner Health Group, Inc.* ........................... 228,000
1,500 United Wisconsin Services, Inc. ....................... 30,938
-------
362,250
-------
Medical Supply & Specialty 1.8% 10,700 ADAC Laboratories ..................................... 164,512
10,900 Kinetic Concepts, Inc. ................................ 148,513
5,700 West Co., Inc. ........................................ 131,813
-------
444,838
-------
FINANCIAL 28.5%
Banks 18.5% 6,000 ALBANK Financial Corp. ................................ 171,000
3,200 Astoria Financial Corp. ............................... 158,000
7,000 BancorpSouth, Inc. .................................... 165,375
5,700 Center Financial Corp. ................................ 109,725
4,200 Chittenden Corp. ...................................... 113,400
5,100 Colonial BancGroup, Inc. .............................. 166,387
9,275 Commerce Bancorp, Inc. ................................ 198,253
9,000 F&M National Corp. .................................... 171,000
4,900 FFY Financial Corp. ................................... 107,800
1,200 First Citizens BancShares, Inc. "A" ................... 71,400
7,500 First Commonwealth Financial Corp. .................... 139,687
7,840 First Indiana Corp. ................................... 179,340
7,900 HUBCO, Inc. ........................................... 159,481
4,700 Hancock Holding Co. ................................... 175,075
2,900 Irwin Financial Corp. ................................. 126,150
4,500 New York Bancorp, Inc ................................. 98,438
5,200 North Side Savings Bank ............................... 163,800
8,900 People's Heritage Financial Group, Inc. ............... 190,238
6,000 RCSB Financial, Inc. .................................. 141,000
9,200 Reliance Bancorp, Inc. ................................ 134,550
11,500 Riggs National Corp.* ................................. 140,875
8,900 River Forest Bancorp, Inc. ............................ 258,100
19,320 Sovereign Bancorp, Inc. ............................... 214,935
10,600 Susquehanna Bancshares, Inc. .......................... 296,800
7,600 TR Financial Corp. .................................... 198,550
5,900 United Bankshares, Inc. ............................... 172,575
4,900 Westamerica Bancorp. .................................. 221,725
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
8,400 Whitney Holding Corp. ................................. 266,700
---------
4,710,359
---------
Insurance 6.4% 8,200 Acceptance Insurance Cos., Inc.* ...................... 120,950
6,600 American Heritage Life Investment Corp. ............... 140,250
4,600 American Travellers Corp.* ............................ 138,575
4,800 First American Financial Co. .......................... 135,600
4,100 Guaranty National Corp. ............................... 55,350
14,300 Life USA Holdings Inc.* ............................... 110,825
4,580 MAIC Holdings, Inc.* .................................. 154,575
7,800 MMI Companies, Inc. ................................... 186,225
6,600 Security-Connecticut Corp. ............................ 180,675
3,300 Trenwick Group, Inc. .................................. 169,950
9,200 Washington National Corp. ............................. 243,800
---------
1,636,775
---------
Business Finance 0.9% 17,300 National Auto Credit, Inc.* ........................... 229,225
---------
Consumer Finance 0.6% 5,100 Webster Financial Corp. ............................... 152,363
---------
Other Financial Companies 0.6% 5,200 Bay View Capital Corp. ................................ 162,500
---------
Real Estate 1.5% 4,200 Bay Apartment Communities, Inc. ....................... 98,700
4,600 JDN Realty Corp. ...................................... 102,350
7,800 Walden Residential Properties, Inc. ................... 169,650
---------
370,700
---------
MEDIA 2.2%
Advertising 0.9% 11,400 True North Communications, Inc. ....................... 233,700
---------
Broadcasting &
Entertainment 1.3% 10,950 Citicasters Inc. ...................................... 317,550
---------
SERVICE INDUSTRIES 3.7%
Investment 2.1% 6,400 BHC Financial, Inc. ................................... 112,000
8,600 McDonald & Co. Investments ............................ 166,625
12,000 Raymond James Financial, Inc. ......................... 265,500
---------
544,125
---------
Miscellaneous Consumer
Services 0.8% 15,600 Kinder Care Learning Centers* ......................... 193,050
---------
Printing/Publishing 0.8% 11,300 Bowne & Co., Inc. ..................................... 211,875
---------
DURABLES 4.0%
Aerospace 0.4% 2,200 Curtiss-Wright Corp. .................................. 118,250
---------
Automobiles 3.6% 7,900 Hayes Wheels International, Inc. ...................... 179,725
11,300 Myers Industries, Inc. ................................ 185,038
10,600 SPX Corp. ............................................. 162,975
7,300 Walbro Inc. ........................................... 131,400
</TABLE>
The accompanying notes are an integral part of the financial statements.
9
<PAGE>
<TABLE>
SCUDDER SMALL COMPANY VALUE FUND
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
11,500 Wynn's International, Inc. ............................ 254,438
-------
913,576
-------
MANUFACTURING 9.5%
Chemicals 0.7% 3,200 NCH Corp. ............................................. 168,400
-------
Containers & Paper 0.5% 8,000 Park Ohio Industries Inc.* ............................ 124,000
-------
Diversified Manufacturing 3.1% 7,350 Bearings, Inc. ........................................ 196,612
12,600 Cascade Corp. ......................................... 166,950
500 International Aluminum Co. ............................ 13,937
12,200 Scotsman Industries, Inc. ............................. 211,975
7,000 Valmont Industries .................................... 190,750
-------
780,224
-------
Industrial Specialty 1.3% 5,000 Central Sprinkler Corp.* .............................. 191,250
8,300 Wyman-Gordon Co.* ..................................... 147,325
-------
338,575
-------
Machinery/Components/
Controls 2.6% 5,500 Mueller Industries, Inc.* ............................. 169,813
8,700 Varlen Corp. .......................................... 206,625
3,400 Watts Industries, Inc. "A" ............................ 64,175
11,800 Zero Corporation ...................................... 209,450
-------
650,063
-------
Office Equipment/Supplies 1.1% 5,300 American Business Products, Inc. ...................... 124,550
8,000 Hunt Manufacturing Co. ................................ 133,000
3,500 Nashua Corp. "A" ...................................... 31,938
-------
289,488
-------
Wholesale Distributors 0.2% 1,600 Fisher Scientific International ....................... 59,600
-------
TECHNOLOGY 4.7%
Computer Software 0.4% 8,800 AmeriData Technologies, Inc.* ......................... 86,900
-------
EDP Peripherals 1.0% 2,900 DH Technology, Inc.* .................................. 63,800
12,100 Gerber Scientific, Inc. ............................... 179,987
-------
243,787
-------
Electronic Components/
Distributors 2.6% 11,300 Augat, Inc. ........................................... 199,162
9,600 Bell Industries, Inc.* ................................ 208,800
8,100 Wyle Electronics ...................................... 265,275
-------
673,237
-------
Military Electronics 0.7% 5,100 Watkins-Johnson Co. ................................... 187,425
-------
</TABLE>
The accompanying notes are an integral part of the financial statements.
10
<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ENERGY 1.9%
Oilfield Services/Equipment 23,300 Pride Petroleum Services, Inc.* ..................... 260,669
24,500 RPC, Inc.* .......................................... 232,750
---------
493,419
---------
METALS & MINERALS 4.2%
Steel & Metals 10,100 Acme Metals, Inc.* .................................. 166,650
4,100 Birmingham Steel Corp. .............................. 60,987
7,900 Chaparral Steel Co. ................................. 112,575
8,700 Commercial Metals Co. ............................... 231,637
2,500 National Steel Corp. "B"* ........................... 33,750
12,800 Shiloh Industries, Inc.* ............................ 163,200
28,000 UNR Industries, Inc. ................................ 238,000
5,600 WHX Corporation* .................................... 65,100
---------
1,071,899
---------
CONSTRUCTION 6.6%
Building Materials 2.7% 5,200 Fibreboard Corp.* ................................... 115,700
6,400 Medusa Corp. ........................................ 187,200
10,600 Southdown Inc.* ..................................... 235,850
16,100 Universal Forest Products, Inc. ..................... 136,850
---------
675,600
---------
Building Products 0.3% 8,200 Nortek, Inc.* ....................................... 89,175
---------
Homebuilding 2.9% 3,500 Champion Enterprises, Inc.* ......................... 105,875
3,800 Continental Homes Holding Corp. ..................... 78,375
19,000 Hovnanian Enterprises Inc. "A"* ..................... 131,812
12,900 Kaufman & Broad Home Corp. .......................... 198,338
13,600 NVR Inc.* ........................................... 136,000
3,300 U.S. Home Corp.* .................................... 86,213
---------
736,613
---------
Miscellaneous 0.7% 6,400 Granite Construction, Inc. .......................... 177,600
---------
TRANSPORTATION 2.3%
Airlines 4,100 Alaska Air Group Inc.* .............................. 91,225
23,200 Mesa Airlines, Inc.* ................................ 275,500
12,100 Offshore Logistics, Inc.* ........................... 151,250
5,700 Skywest, Inc. ....................................... 71,963
---------
589,938
---------
UTILITIES 9.2%
Electric Utilities 2.7% 22,800 Central Vermont Public Service ...................... 327,750
5,700 Commonwealth Energy System Companies ................ 269,325
3,400 St. Joseph Light & Power Co. ........................ 110,500
---------
707,575
---------
</TABLE>
The accompanying notes are an integral part of the financial statements.
11
<PAGE>
<TABLE>
SCUDDER SMALL COMPANY VALUE FUND
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
% of Market
Portfolio Shares Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Natural Gas Distribution 5.7% 5,500 Bay State Gas Co. .................................. 156,062
10,000 Energen Corp. ...................................... 236,250
5,500 New Jersey Resources Corp. ......................... 160,188
7,100 Northwest Natural Gas Co. .......................... 234,300
11,000 Petroleum Heat & Power Co., Inc. "A" ............... 77,000
15,300 Public Service Co. of North Carolina ............... 252,450
14,300 Southwest Gas Corp. ................................ 228,800
6,300 United Cities Gas Co. .............................. 102,375
----------
1,447,425
----------
Water Supply 0.8% 7,900 Aquarion Co. ....................................... 203,425
----------
TOTAL COMMON STOCKS (Cost $23,194,208) ............. 24,230,766
----------
- -----------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT PORTFOLIO -- 100.0%
(Cost $24,464,208) (a) ............................ 25,500,766
==========
<FN>
(a) The cost for federal income tax purposes was $24,464,208. At February 29, 1996,
net unrealized appreciation for all securities based on tax cost was $1,036,558.
This consisted of aggregate gross unrealized appreciation for all securities
in which there was an excess of market value over tax cost of $1,604,652 and
aggregate gross unrealized depreciation for all securities in which there was
an excess of tax cost over market value of $568,094.
* Non-income producing security.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
12
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- -------------------------------------------------------------------------------------------
<CAPTION>
FEBRUARY 29, 1996 (UNAUDITED)
- -------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments, at market (identified cost $24,464,208)
(Note A) ............................................... $25,500,766
Cash ..................................................... 34,996
Receivables:
Fund shares sold ....................................... 184,076
Dividends and interest ................................. 25,641
Due from Adviser (Note C) .............................. 47,811
Deferred organization expense (Note A) ................... 22,932
-----------
Total assets ......................................... 25,816,222
LIABILITIES
Payables:
Investments purchased .................................. $617,518
Fund shares redeemed ................................... 1,461
Accrued expenses (Note C) .............................. 70,762
--------
Total liabilities .................................... 689,741
-----------
Net assets, at market value .............................. $25,126,481
===========
NET ASSETS
Net assets consist of:
Undistributed net investment income .................... $ 6,705
Unrealized appreciation on investments ................. 1,036,558
Accumulated net realized loss .......................... (88,186)
Shares of beneficial interest .......................... 19,818
Additional paid-in capital ............................. 24,151,586
-----------
Net assets, at market value .............................. $25,126,481
===========
NET ASSET VALUE, offering and redemption price per
share ($25,126,481 [division sign] 1,981,777 outstanding
shares of beneficial interest, $.01 par value,
unlimited number of shares authorized) ................. $12.68
======
</TABLE>
The accompanying notes are an integral part of the financial statements.
13
<PAGE>
<TABLE>
SCUDDER SMALL COMPANY VALUE FUND
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- ------------------------------------------------------------------------------------------
<CAPTION>
FOR THE PERIOD OCTOBER 6, 1995 (COMMENCEMENT OF OPERATIONS)
TO FEBRUARY 29, 1996 (UNAUDITED)
- ------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME
Income:
Dividends ................................................ $ 124,430
Interest ................................................. 26,961
----------
151,391
Expenses:
Management fee (Note C) .................................. $ 42,071
Services to shareholders (Note C) ........................ 63,216
Custodian and accounting fees (Note C) ................... 82,699
Trustees' fees (Note C) .................................. 16,605
State registration ....................................... 19,053
Auditing ................................................. 14,550
Reports to shareholders .................................. 9,726
Federal registration .................................... 8,287
Legal .................................................... 4,299
Amortization of organization expense (Note A) ............ 2,798
Other .................................................... 4,143
---------
Total expenses before reductions ......................... 267,447
Expense reductions (Note C) .............................. (184,280)
---------
Expenses, net ............................................ 83,167
----------
Net investment income .................................... 68,224
----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENT TRANSACTIONS
Net realized loss from investments ....................... (88,186)
Net unrealized appreciation during the period on
investments ...................................... 1,036,558
----------
Net gain on investment transactions ...................... 948,372
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..... $1,016,596
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
14
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------
<CAPTION>
FOR THE PERIOD
OCTOBER 6, 1995
(COMMENCEMENT
OF OPERATIONS) TO
FEBRUARY 29, 1996
INCREASE (DECREASE) IN NET ASSETS (UNAUDITED)
- -------------------------------------------------------------------------
<S> <C>
Operations:
Net investment income .................................. $ 68,224
Net realized loss from investment transactions ......... (88,186)
Net unrealized appreciation on investment transactions
during the period .................................... 1,036,558
-----------
Net increase in net assets resulting from operations ... 1,016,596
-----------
Distributions to shareholders from net investment income
($.05 per share) ..................................... (61,519)
-----------
Fund share transactions:
Proceeds from shares sold .............................. 25,088,610
Net asset value of shares issued to
shareholders in reinvestment of distributions ........ 59,327
Cost of shares redeemed ................................ (977,733)
-----------
Net increase in net assets from Fund share
transactions ......................................... 24,170,204
-----------
INCREASE IN NET ASSETS ................................. 25,125,281
Net assets at beginning of period ...................... 1,200
-----------
NET ASSETS AT END OF PERIOD (including undistributed net
investment income of $6,705) ......................... $25,126,481
===========
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period .............. 100
-----------
Shares sold ............................................ 2,056,532
Shares issued to shareholders in
reinvestment of distributions ........................ 4,792
Shares redeemed ........................................ (79,647)
-----------
Net increase in Fund shares ............................ 1,981,677
-----------
Shares outstanding at end of period .................... 1,981,777
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
15
<PAGE>
<TABLE>
SCUDDER SMALL COMPANY VALUE FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING
THROUGHOUT THE PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE
FINANCIAL STATEMENTS.
<CAPTION>
FOR THE PERIOD
OCTOBER 6, 1995
(COMMENCEMENT
OF OPERATIONS) TO
FEBRUARY 29, 1996
(UNAUDITED)
-----------------
<S> <C>
Net asset value, beginning of period........................................... $12.00
------
Income from investment operations:
Net investment income (a).............................................. .05
Net realized and unrealized gain on investment transactions............ .68
------
Total from investment operations............................................... .73
------
Less distributions from net investment income.................................. (.05)
------
Net asset value, end of period................................................. $12.68
======
TOTAL RETURN (%)............................................................... 6.09 (b)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions)......................................... 25
Ratio of operating expenses, net to average daily net assets (%) (a)........... 1.50*
Ratio of net investment income to average daily net assets (%)................. 1.23*
Portfolio turnover rate (%).................................................... 4.76*
<FN>
(a) Reflects a per share amount of expenses, exclusive of management fees,
reimbursed by the adviser............................................. $.04
Reflects a per share amount of management fee and
other fees not imposed................................................ $.11
Operating expense ratio including expenses
reimbursed, management fee and other expenses
not imposed (%)....................................................... 4.83*
(b) Total return does not reflect the effect of the applicable redemption fees.
* Annualized
** Not annualized
</FN>
</TABLE>
16
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Unaudited)
- --------------------------------------------------------------------------------
A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Scudder Small Company Value Fund (the "Fund") is a diversified series of Scudder
Securities Trust (the "Trust"). The Trust is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. The policies described
below are followed by the Fund in the preparation of its financial statements in
conformity with generally accepted accounting principles.
SECURITY VALUATION. Portfolio securities which are traded on U.S. stock
exchanges are valued at the most recent sale price reported on the exchange on
which the security is traded most extensively. If no sale occurred, the security
is then valued at the calculated mean between the most recent bid and asked
quotations. If there are no such bid and asked quotations, the most recent bid
quotation is used. Securities quoted on the National Association of Securities
Dealers Automatic Quotation ("NASDAQ") System, for which there have been sales,
are valued at the most recent sale price reported on such system. If there are
no such sales, the value is the high or "inside" bid quotation. Securities which
are not quoted on the NASDAQ System but are traded in another over-the-counter
market are valued at the most recent sale price on such market. If no sale
occurred, the security is then valued at the calculated mean between the most
recent bid and asked quotations. If there are no such bid and asked quotations,
the most recent bid quotation shall be used. Short-term investments having a
maturity of sixty days or less are valued at amortized cost.
All other securities are valued at their fair value as determined in good faith
by the Valuation Committee of the Board of Trustees.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
certain banks and broker/dealers whereby the Fund, through its custodian,
receives delivery of the underlying securities, the amount of which at the time
of purchase and each subsequent business day is required to be maintained at
such a level that the market value, depending on the maturity of the repurchase
agreement and the underlying collateral, is equal to at least 100.5% of the
resale price.
17
<PAGE>
SCUDDER SMALL COMPANY VALUE FUND
- --------------------------------------------------------------------------------
FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment companies
and to distribute all of its taxable income to its shareholders. Accordingly,
the Fund paid no federal income taxes and no federal income tax provision was
required.
REDEMPTION FEES. In general, shares of the Fund may be redeemed at net asset
value. However, upon the redemption or exchange of shares held by shareholders
for less than one year, a fee of 1% of the lower of cost or the current net
asset value of the shares will be assessed and retained by the Fund for the
benefit of the remaining shareholders. The redemption fee is accounted for
as an addition to paid-in capital. Total redemption fees received by the Fund
for the period October 6, 1995 (commencement of operations) to February 29,
1996 amounted to $7,397.
DISTRIBUTION OF INCOME AND GAINS. Distributions of net investment income are
made annually. During any particular year net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders annually. An additional distribution may be made to the extent
necessary to avoid the payment of a four percent federal excise tax.
The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. As a result, net
investment income (loss) and net realized gain (loss) on investment transactions
for a reporting period may differ significantly from distributions during such
period. Accordingly, the Fund may periodically make reclassifications among
certain of its capital accounts without impacting the net asset value of the
Fund.
The Fund uses the identified cost method for determining realized gain or loss
on investments for both financial and federal income tax reporting purposes.
ORGANIZATION COSTS. Costs incurred by the Fund in connection with its
organization have been deferred and are being amortized on a straight-line basis
over a five-year period.
18
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
OTHER. Investment security transactions are accounted for on a trade-date basis.
Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income is recorded on an accrual basis.
B. PURCHASES AND SALES OF SECURITIES
- --------------------------------------------------------------------------------
During the period October 6, 1995 (commencement of operations) to February
29, 1996, purchases and sales of investment securities (excluding short-term
investments) aggregated $23,591,956 and $309,562, respectively.
C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Fund's Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Fund pays the Adviser a fee equal to
an annual rate of 0.75% of the Fund's average daily net assets, computed and
accrued daily and payable monthly. As manager of the assets of the Fund, the
Adviser directs the investments of the Fund in accordance with its investment
objectives, policies, and restrictions. The Adviser determines the securities,
instruments, and other contracts relating to investments to be purchased, sold
or entered into by the Fund. In addition to portfolio management services, the
Adviser provides certain administrative services in accordance with the
Agreement. The Agreement also provides that if the Fund's expenses, exclusive of
taxes, interest, and extraordinary expenses, exceed specified limits, such
excess, up to the amount of the management fee, will be paid by the Adviser. In
addition, the Adviser has agreed not to impose all or a portion of its
management fee until December 31, 1996 in order to maintain the annualized
expenses of the Fund at not more than 1.50% of average daily net assets. For the
period October 6, 1995 (commencement of operations) to February 29, 1996, the
Adviser did not impose all of its management fee amounting to $42,071. Further,
due to the limitations of such Agreement, the Adviser's reimbursement payable to
the Fund for the period October 6, 1995 (commencement of operations) to February
29, 1996, amounted to $47,811.
Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the Fund. For the
period October 6, 1995 (commencement of operations) to February 29, 1996, SSC
did not impose any of its fee amounting to $46,577.
19
<PAGE>
SCUDDER SMALL COMPANY VALUE FUND
- --------------------------------------------------------------------------------
Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the period October
6, 1995 (commencement of operations) to February 29, 1996, SFAC did not impose
any of its fee amounting to $38,517.
The Fund pays each of its Trustees not affiliated with the Adviser $4,000
annually, plus specified amounts for attended board and committee meetings. For
the period October 6, 1995 (commencement of operations) to February 29, 1996,
Trustees did not impose a portion of their fee amounting to $9,304, and the fee
imposed amounted to $7,301.
20
<PAGE>
OFFICERS AND TRUSTEES
Daniel Pierce*
President and Trustee
Paul Bancroft III
Trustee; Venture Capitalist and Consultant
Thomas J. Devine
Trustee; Consultant
Keith R. Fox
Trustee; President, Exeter Capital Management Corporation
Douglas M. Loudon*
Vice President and Trustee
Dr. Wilson Nolen
Trustee; Consultant
Juris Padegs*
Trustee
Dr. Gordon Shillinglaw
Trustee; Professor Emeritus of Accounting, Columbia University Graduate
School of Business
Edmond D. Villani*
Trustee
Robert W. Lear
Honorary Trustee; Executive-in-Residence, Columbia University Graduate
School of Business
Robert G. Stone, Jr.
Honorary Trustee; Chairman of the Board and Director, Kirby Corporation
Edmund R. Swanberg
Honorary Trustee
Peter Chin*
Vice President
James M. Eysenbach*
Vice President
Philip S. Fortuna*
Vice President
Jerard K. Hartman*
Vice President
Thomas W. Joseph*
Vice President
David S. Lee*
Vice President
Thomas F. McDonough*
Vice President and Secretary
Pamela A. McGrath*
Vice President and Treasurer
Roy C. McKay*
Vice President
Edward J. O'Connell*
Vice President and Assistant Treasurer
Kathryn L. Quirk*
Vice President and Assistant Secretary
Richard W. Desmond*
Assistant Secretary
Coleen Downs Dinneen*
Assistant Secretary
* Scudder, Stevens & Clark, Inc.
21
<PAGE>
INVESTMENT PRODUCTS AND SERVICES
<TABLE>
<CAPTION>
The Scudder Family of Funds
<C> <C>
Money Market Income
Scudder Cash Investment Trust Scudder Emerging Markets Income Fund
Scudder U.S. Treasury Money Fund Scudder Global Bond Fund
Tax Free Money Market+ Scudder GNMA Fund
Scudder Tax Free Money Fund Scudder Income Fund
Scudder California Tax Free Money Fund* Scudder International Bond Fund
Scudder New York Tax Free Money Fund* Scudder Short Term Bond Fund
Tax Free+ Scudder Zero Coupon 2000 Fund
Scudder California Tax Free Fund* Growth
Scudder High Yield Tax Free Fund Scudder Capital Growth Fund
Scudder Limited Term Tax Free Fund Scudder Development Fund
Scudder Managed Municipal Bonds Scudder Global Fund
Scudder Massachusetts Limited Term Tax Free Fund* Scudder Global Discovery Fund
Scudder Massachusetts Tax Free Fund* Scudder Gold Fund
Scudder Medium Term Tax Free Fund Scudder Greater Europe Growth Fund
Scudder New York Tax Free Fund* Scudder International Fund
Scudder Ohio Tax Free Fund* Scudder Latin America Fund
Scudder Pennsylvania Tax Free Fund* Scudder Pacific Opportunities Fund
Growth and Income Scudder Quality Growth Fund
Scudder Balanced Fund Scudder Small Company Value Fund
Scudder Growth and Income Fund Scudder Value Fund
The Japan Fund
Retirement Plans and Tax-Advantaged Investments
IRAs 403(b) Plans
Keogh Plans SEP-IRAs
Scudder Horizon Plan+++* (a variable annuity) Profit Sharing and Money Purchase
401(k) Plans Pension Plans
Closed-End Funds#
The Argentina Fund, Inc. The Latin America Dollar Income Fund, Inc.
The Brazil Fund, Inc. Montgomery Street Income Securities, Inc.
The First Iberian Fund, Inc. Scudder New Asia Fund, Inc.
The Korea Fund, Inc. Scudder New Europe Fund, Inc.
Scudder World Income Opportunities Fund, Inc.
Institutional Cash Management
Scudder Institutional Fund, Inc. Scudder Treasurers Trust(TM)++
Scudder Fund, Inc.
</TABLE>
For complete information on any of the above Scudder funds, including management
fees and expenses, call or write for a free prospectus. Read it carefully before
you invest or send money. +A portion of the income from the tax-free funds may
be subject to federal, state, and local taxes. *Not available in all states.
+++A no-load variable annuity contract provided by Charter National Life
Insurance Company and its affiliate, offered by Scudder's insurance agencies,
1-800-225-2470. #These funds, advised by Scudder, Stevens & Clark, Inc. are
traded on various stock exchanges. ++For information on Scudder Treasurers
Trust,(TM) an institutional cash management service that utilizes certain
portfolios of Scudder Fund, Inc. ($100,000 minimum), call 1-800-541-7703.
22
<PAGE>
HOW TO CONTACT SCUDDER
Account Service and Information
For existing account service and transactions
SCUDDER INVESTOR RELATIONS
1-800-225-5163
For personalized information about your Scudder accounts;
exchanges and redemptions; or information on any Scudder
fund
SCUDDER AUTOMATED INFORMATION LINE (SAIL)
1-800-343-2890
Investment Information
To receive information about the Scudder funds, for
additional applications and prospectuses, or for investment
questions
SCUDDER INVESTOR RELATIONS
1-800-225-2470
For establishing 401(k) and 403(b) plans
SCUDDER DEFINED CONTRIBUTION SERVICES
1-800-323-6105
Please address all correspondence to
THE SCUDDER FUNDS
P.O. BOX 2291
BOSTON, MASSACHUSETTS
02107-2291
Or stop by a Scudder Funds Center
Many shareholders enjoy the personal, one-on-one service of
the Scudder Funds Centers. Check for a Funds Center near
you--they can be found in the following cities:
Boca Raton New York
Boston Portland, OR
Chicago San Diego
Cincinnati Scottsdale
San Francisco
Los Angeles
For information on For information on
Scudder Treasurers Scudder
Trust,(TM) an Institutional
institutional cash Funds,* funds
management service designed to meet the
for corporations, broad investment
non-profit management and
organizations and service needs of
trusts that uses banks and other
certain portfolios institutions, call
of Scudder Fund, 1-800-854-8525.
Inc.* ($100,000
minimum), call
1-800-541-7703.
Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor.
* Contact Scudder Investor Services, Inc., Distributor, to receive a
prospectus with more complete information, including management fees and
expenses. Please read it carefully before you invest or send money.
23
<PAGE>
Celebrating Over 75 Years of Serving Investors
Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven Clark,
Scudder, Stevens & Clark was the first independent investment counsel firm in
the United States. Since its birth, Scudder's pioneering spirit and commitment
to professional long-term investment management have helped shape the investment
industry. In 1928, we introduced the nation's first no-load mutual fund. Today
we offer 37 pure no load(TM) funds, including the first international mutual
fund offered to U.S. investors.
Over the years, Scudder's global investment perspective and dedication to
research and fundamental investment disciplines have helped us become one of the
largest and most respected investment managers in the world. Though times have
changed since our beginnings, we remain committed to our long-standing
principles: managing money with integrity and distinction; keeping the interests
of our clients first; providing access to investments and markets that may not
be easily available to individuals; and making investing as simple and
convenient as possible through friendly, comprehensive service.
<PAGE>
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<S> <C> <C>
a. Financial Statements
Included in Part A of this Registration Statement:
For Scudder Development Fund:
Financial highlights for the ten fiscal years ended June 30, 1995.
(Incorporated by reference to Post-Effective Amendment No. 36 to this Registration
Statement.)
For Scudder Small Company Value Fund:
Financial highlights for the period October 6, 1995 (commencement of operations)
to February 29, 1996.
Included in Part B of this Registration Statement:
For Scudder Development Fund:
Investment Portfolio as of June 30, 1995
Statement of Assets and Liabilities as of June 30, 1995
Statement of Operations for the fiscal year ended June 30, 1995
Statements of Changes in Net Assets for the two fiscal years ended June 30, 1995
Financial Highlights for the ten fiscal years ended June 30, 1995
Notes to Financial Statements Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 36 to this Registration
Statement.)
For Scudder Small Company Value Fund:
Investment Portfolio as of February 29, 1996
Statement of Assets and Liabilities as of February 29, 1996
Statement of Operations for the period October 6, 1995 (commencement
of operations) to February 29, 1996
Statement of Changes in Net Assets for the period October 6, 1995 (commencement of
operations) to February 29, 1996
Financial Highlights for the period October 6, 1995 (commencement of operations)
to February 29, 1996
Notes to Financial Statements
Statements, schedules and historical information other than those listed above have been
omitted since they are either not applicable or are not required.
b. Exhibits:
1. (a)(1) Amended and Restated Declaration of Trust dated December 21, 1987.
(Incorporated by reference to Exhibit 1 to Post-Effective Amendment
No. 27 to the Registration Statement.)
Part C - Page 1
<PAGE>
(a)(2) Amendment to Amended and Restated Declaration of Trust dated
December 13, 1990.
(Incorporated by reference to Exhibit 1(a)(2) to Post-Effective
Amendment No. 30 to the Registration Statement.)
(a)(3) Amendment to Amended and Restated Declaration of Trust to
change the name of the Trust dated July 21, 1995 is filed herein.
(Incorporated by reference to Exhibit 1 (a)(3) to Post-Effective
Amendment No. 34 to the Registration Statement.)
(a)(4) Amendment to Amended and Restated Declaration of Trust to add new
series dated July 21, 1995.
(Incorporated by reference to Exhibit 1(a)(4) to Post-Effective
Amendment No. 34 to the Registration Statement.)
2. (a) Amendment to the By-Laws Article IV: Notice of Meetings dated
December 12, 1991.
(Incorporated by reference to Exhibit 2(a) to Post-Effective
Amendment No. 31 to the Registration Statement.)
(b) By-Laws as of October 16, 1985.
(Incorporated by reference to Exhibit 2(a) to Post-Effective
Amendment No. 24 to the Registration Statement.)
(c) Amendment to the By-Laws of Registrant as amended through
December 9, 1985.
(Incorporated by reference to Exhibit 2(b) to Post-Effective
Amendment No. 24 to the Registration Statement.)
3. Inapplicable.
4. Specimen certificate representing shares of beneficial interest
($.01 par value) for Scudder Development Fund.
(Incorporated by reference to Exhibit 4 to Post-Effective Amendment
No. 28 to the Registration Statement.)
5. (a) Investment Management Agreement between the Registrant, on behalf of
Scudder Development Fund, and Scudder, Stevens & Clark, Inc. dated
June 9, 1992.
(Incorporated by reference to Exhibit 5 to Post-Effective Amendment
No. 31 to the Registration Statement.)
(b) Investment Management Agreement between the Registrant, on behalf of
Scudder Development Fund, and Scudder, Stevens & Clark, Inc. dated
December 14, 1990.
(Incorporated by reference to Exhibit 5 to Post-Effective Amendment
No. 30 to the Registration Statement.)
(c) Investment Management Agreement between the Registrant, on behalf of
Scudder Small Company Value Fund, and Scudder, Stevens & Clark, Inc.
dated October 6, 1995.
(Incorporated by reference to Exhibit 5(c) to Post-Effective
Amendment No. 36 to the Registration Statement.)
Part C - Page 2
<PAGE>
6. (a) Underwriting Agreement between the Registrant, on behalf of Scudder
Development Fund, and Scudder Investor Services, Inc., formerly
Scudder Fund Distributors, Inc., dated December 31, 1985.
(Incorporated by reference to Exhibit 6 to Post-Effective Amendment
No. 25 to the Registration Statement.)
(b) Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc., dated September 30, 1995.
(Incorporated by reference to Exhibit 6(b) to Post-Effective
Amendment No. 35 to the Registration Statement.)
7. Inapplicable.
8. (a)(1) Custodian Contract between the Registrant, on behalf of Scudder
Development Fund, and Brown Brothers Harriman & Co. dated April 1,
1980.
(Incorporated by reference to Exhibit 8(a)(1) to Post-Effective
Amendment No. 18 to the Registration Statement.)
(a)(2) Fee schedule for Exhibit 8(a)(1).
(Incorporated by reference to Exhibit 8(a)(4) to Post-Effective
Amendment No. 17 to the Registration Statement.)
(a)(3) Custodian Contract between the Registrant and State Street Bank and
Trust Company dated September 6, 1995.
(Incorporated by reference to Exhibit 8(a)(3) to Post-Effective
Amendment No. 35 to the Registration Statement.)
(a)(4) Fee schedule for Exhibit 8(a)(3).
(Incorporated by reference to Exhibit 8(a)(4) to Post-Effective
Amendment No. 35 to the Registration Statement.)
(b)(1) Subcustodian Agreement between Brown Brothers Harriman & Co. and The
Bank of New York, London office, dated January 30, 1979.
(Incorporated by reference to Exhibit 8(b)(l) to Post-Effective
Amendment No. 17 to the Registration Statement.)
(b)(2) Fee schedule for Exhibit 8(b)(1).
(Incorporated by reference to Exhibit 8(b)(2) to Post-Effective
Amendment No. 17 to the Registration Statement.)
9. (a)(1) Transfer Agency and Service Agreement between the Registrant and
Scudder Service Corporation dated October 2, 1989.
(Incorporated by reference to Exhibit 9(a)(1) to Post-Effective
Amendment No. 29 to the Registration Statement.)
(a)(2) Fee schedule for Exhibit 9(a)(1).
(Incorporated by reference to Exhibit 9(a)(2) to Post-Effective
Amendment No. 29 to the Registration Statement.)
(a)(3) Service Agreement between Copeland Associates, Inc., on behalf of
Scudder Development Fund, and Scudder Service Corporation dated June
8, 1995.
(Incorporated by reference to Exhibit 9(a)(3) to Post-Effective
Amendment No. 35 to the Registration Statement.)
Part C - Page 3
<PAGE>
(a)(4) Revised fee schedule for Exhibit 9(a)(1) is filed herein.
(b)(1) COMPASS Service Agreement between the Registrant and Scudder Trust
Company dated January 1, 1990.
(Incorporated by reference to Exhibit 9(b)(1) to Post-Effective
Amendment No. 29 to the Registration Statement.)
(b)(2) Fee schedule for Exhibit 9(b)(1).
(Incorporated by reference to Exhibit 9(b)(2) to Post-Effective
Amendment No. 29 to the Registration Statement.)
(b)(3) COMPASS Service Agreement between the Registrant and Scudder
Trust Company dated October 1, 1995 is filed herein.
(c) Application to be filed by amendment.
(d) Shareholder Services Agreement between the Registrant and Charles
Schwab & Co., Inc. dated June 1, 1990.
(Incorporated by reference to Exhibit 9(d) to Post-Effective
Amendment No. 29 to the Registration Statement.)
(e) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Development Fund and Scudder Fund Accounting
Corporation dated March 21, 1995.
(Incorporated by reference to Exhibit 9(e) to Post-Effective
Amendment No. 35 to the Registration Statement.)
(f) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Small Company Value Fund and Scudder Fund
Accounting Corporation dated October 6, 1995 is filed herein.
10. Inapplicable.
11. Inapplicable.
12. Inapplicable.
13. Inapplicable.
14. (a) Scudder Flexi-Plan for Corporations and Self-Employed
Individuals.
(Incorporated by reference to Exhibit 14(c) to Scudder Income
Fund, Post-Effective Amendment No. 46 to its Registration
Statement on Form N-1A (File Nos. 2-13627 and 811-42).)
(b) Scudder Individual Retirement Plan.
(Incorporated by reference to Exhibit 14(b) to Scudder Income
Fund, Post-Effective Amendment No. 46 to its Registration
Statement on Form N-1A (File Nos. 2-13627 and 811-42)).
(c) Scudder Funds 403(b) Plan.
(Incorporated by reference to Exhibit 14(c) to Scudder Income
Fund, Post-Effective Amendment No. 46 to its Registration
Statement on Form N-1A (File Nos. 2-13627 and 811-42)).
Part C - Page 4
<PAGE>
(d) Scudder Employer-Select 403(b) Plan.
(Incorporated by reference to Exhibit 14(e)(2) to Scudder Income
Fund, Post-Effective Amendment No. 43 to its Registration
Statement on Form N-1A (File Nos. 2-13627 and 811-42)).
(e) Scudder Cash or Deferred Profit Sharing Plan under Section 401(k).
(Incorporated by reference to Exhibit 14(f) to Scudder Income Fund,
Post-Effective Amendment No. 43 to its Registration Statement on
Form N-1A (File Nos. 2-13627 and 811-42)).
15. Inapplicable.
16. Schedule for Computation of Performance Data.
(Incorporated by reference to Exhibit 16 to Post-Effective Amendment
No. 28 to the Registration Statement.)
17. Financial Data Schedule is filed herein.
18. Inapplicable.
Power of Attorney is incorporated by reference to the Signature Page of Post-Effective
Amendment No. 30.
Item 25. Persons Controlled by or under Common Control with Registrant
- -------- -------------------------------------------------------------
None
Item 26. Number of Holders of Securities (as of February 29, 1996).
- -------- ----------------------------------------------------------
(1) (2)
Title of Class Number of Record Shareholders
-------------- -----------------------------
Shares of beneficial interest
($.01 par value)
Scudder Development Fund 47,221
Scudder Small Company Value Fund 4,856
</TABLE>
Item 27. Indemnification
- -------- ---------------
A policy of insurance covering Scudder, Stevens & Clark, Inc.,
its subsidiaries including Scudder Investor Services, Inc.,
and all of the registered investment companies advised by
Scudder, Stevens & Clark, Inc. insures the Registrant's
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,
Part C - Page 5
<PAGE>
officer, employee, or agent, as such, of the Trust, is made a
party to any suit or proceeding to enforce any such liability
of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reason of his being or having been a Shareholder, and shall
reimburse such Shareholder for all legal and other expenses
reasonably incurred by him in connection with any such claim
or liability. The indemnification and reimbursement required
by the preceding sentence shall be made only out of the assets
of the one or more Series of which the Shareholder who is
entitled to indemnification or reimbursement was a Shareholder
at the time the act or event occurred which gave rise to the
claim against or liability of said Shareholder. The rights
accruing to a Shareholder under this Section 4.1 shall not
impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not
specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee,
officer, employee or agent of the Trust shall be liable to the
Trust, its Shareholders, or to any Shareholder, Trustee,
officer, employee, or agent thereof for any action or failure
to act (including without limitation the failure to compel in
any way any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful misfeasance,
gross negligence or reckless disregard of the duties involved
in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the
exceptions and limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to the
fullest extent permitted by law against all liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other,
including appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to
a Trustee or officer:
(i) against any liability to the Trust, a Series
thereof, or the Shareholders by reason of a final adjudication
by a court or other body before which a proceeding was brought
that he engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office;
(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good faith
in the reasonable belief that his action was in the best
interest of the Trust;
(iii) in the event of a settlement or other
disposition not involving a final adjudication as provided in
paragraph (b)(i) or (b)(ii) resulting in a payment by a
Trustee or officer, unless there has been a determination that
such Trustee or officer did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving the
settlement or other disposition; or
(B) based upon a review of readily available
facts (as opposed to a full trial-type inquiry) by
(x) vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal
counsel.
(c) The rights of indemnification herein provided may
be insured against by policies maintained by the Trust, shall
be severable, shall not affect any other rights to which any
Part C - Page 6
<PAGE>
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 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
The Adviser 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 28.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ---------------------------------------
<S> <C>
Stephen R. Beckwith Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Supervisory Director, The Latin America Income and Appreciation Fund N.V. (investment
company) +
Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
Supervisory Director, Scudder Mortgage Fund (investment company) +
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
& II (investment company) +
Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #
Trustee, Scudder Funds Trust (investment company)*
President & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
President & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Director, Inverlatin Dollar Income Fund, Inc. (investment company) Georgetown, Grand
Cayman, Cayman Islands
Director, ProMexico Fixed Income Dollar Fund, Inc. (investment company) Georgetown,
Grand Cayman, Cayman Islands
Director, Canadian High Income Fund (investment company)#
Director, Hot Growth Companies Fund (investment company)#
Partner, George Birdsong Co., Rye, NY
Part C - Page 7
<PAGE>
Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, Scudder New Europe Fund, Inc. (investment company)**
President & Director, The Brazil Fund, Inc. (investment company)**
President & Director, The First Iberian Fund, Inc. (investment company)**
President & Director, Scudder International Fund, Inc. (investment company)**
President & Director, Scudder Global Fund, Inc. (Director only on Scudder Global Fund,
a series of Scudder Global Fund, Inc.) (investment company)**
President & Director, The Korea Fund, Inc. (investment company)**
President & Director, Scudder New Asia Fund, Inc. (investment company)**
President, The Argentina Fund, Inc. (investment company)**
Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Vice President, Scudder, Stevens & Clark Overseas Corporationoo
Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director, Scudder Investor Services, Inc. (broker/dealer)**
President & Trustee, AARP Cash Investment Funds (investment company)**
President & Trustee, AARP Growth Trust (investment company)**
President & Trustee, AARP Income Trust (investment company)**
President & Trustee, AARP Tax Free Income Trust (investment company)**
Director, SFA, Inc. (advertising agency)*
Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc. (investment adviser)*
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder California Tax Free Trust (investment company)*
Vice President, Scudder Equity Trust (investment company)*
Vice President, Scudder Cash Investment Trust (investment company)*
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President, Scudder Portfolio Trust (investment company)*
Vice President, Scudder International Fund, Inc. (investment company)**
Vice President, Scudder Investment Trust (investment company)*
Vice President, Scudder Municipal Trust (investment company)*
Vice President, Scudder Mutual Funds, Inc. (investment company)**
Vice President, Scudder New Asia Fund, Inc. (investment company)**
Vice President, Scudder New Europe Fund, Inc. (investment company)**
Vice President, Scudder Securities Trust (investment company)*
Vice President, Scudder State Tax Free Trust (investment company)*
Vice President, Scudder Funds Trust (investment company)*
Vice President, Scudder Tax Free Money Fund (investment company)*
Vice President, Scudder Tax Free Trust (investment company)*
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
Vice President, Scudder Variable Life Investment Fund (investment company)*
Vice President, The Brazil Fund, Inc. (investment company)**
Vice President, The Korea Fund, Inc. (investment company)**
Vice President, The Argentina Fund, Inc. (investment company)**
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
investment adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**
Part C - Page 8
<PAGE>
Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)++
Vice President, Scudder Variable Life Investment Fund (investment company)*
Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*
President & Director, SFA, Inc. (advertising agency)*
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
Douglas M. Loudon Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President & Trustee, Scudder Equity Trust (investment company)*
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, Scudder Investment Trust (investment company)*
Vice President & Director, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Trustee, Scudder Securities Trust (investment company)*
Vice President, AARP Cash Investment Funds (investment company)**
Vice President, AARP Growth Trust (investment company)**
Vice President, AARP Income Trust (investment company)**
Vice President, AARP Tax Free Income Trust (investment company)**
Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Chairman, World Capital Fund (investment company) Luxembourg ##
Managing Director, Kankaku - Scudder Capital Asset Management Corporation (investment
adviser)**
Chairman & Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
President, The Japan Fund, Inc. (investment company)**
Trustee, Scudder, Stevens & Clark Supplemental Retirement Income Plan
Trustee, Scudder, Stevens & Clark Profit Sharing Plan **
Chairman & Director, The World Capital Fund (investment company) Luxembourg
Chairman & Director, Scudder, Stevens & Clark (Luxembourg), S.A., Luxembourg#
Chairman, Canadian High Income Fund (investment company) #
Chairman, Hot Growth Companies Fund (investment company) #
Vice President & Director, Scudder Precious Metals, Inc. xxx
Director, Berkshire Farm & Services for Youth Board of
Governors & President, Investment Counsel Association of America
John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, Montgomery Street Income Securities, Inc. (investment company) o
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Juris Padegs Secretary & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Director, The Brazil Fund, Inc. (investment company)**
Vice President & Trustee, Scudder Equity Trust (investment company)*
Chairman & Director, The First Iberian Fund, Inc. (investment company)**
Trustee, Scudder Funds Trust (investment company)*
Part C - Page 9
<PAGE>
Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)**
Trustee, Scudder Investment Trust (investment company)*
Vice President, Assistant Secretary & Director, Scudder International Fund, Inc.
(investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Trustee, Scudder Municipal Trust (investment company)*
Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Director, Scudder New Europe Fund, Inc. (investment company)**
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President, Assistant Secretary & Director, Scudder New Asia Fund, Inc. (investment
company)**
Trustee, Scudder Securities Trust (investment company)*
Vice President & Trustee, Scudder Tax Free Money Fund (investment company)*
Trustee, Scudder Tax Free Trust (investment company)*
Chairman & Director, The Korea Fund, Inc. (investment company)**
Vice President & Director, The Argentina Fund, Inc. (investment company)**
Secretary, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser),
Toronto, Ontario, Canada
Vice President & Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Assistant Secretary, SFA, Inc. (advertising agency)*
Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)**
Assistant Treasurer & Director, Kankaku - Scudder Capital Asset Management (investment
adviser)**
Chairman & Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Chairman & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Chairman & Supervisory Director, Sovereign High Yield Investment Company N.V.
(investment company) +
Director, President Investment Trust Corporation (Joint Venture)***
Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**
Director, Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx
Vice President & Director, Scudder Service Corporation (in-house transfer agent)*
Chairman, Scudder, Stevens & Clark Overseas Corporationoo
Director, Scudder Trust (Cayman) Ltd. (trust services company)xxx
Director, ICI Mutual Insurance Company, Inc., Washington, D.C.
Director, Baltic International USA
Director, Baltic International Airlines (a limited liability company) Riga, Latvia
Daniel Pierce Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
Trustee, California Tax Free Trust (investment company)*
President & Trustee, Scudder Equity Trust (investment company)**
Director, The First Iberian Fund, Inc. (investment company)**
President & Trustee, Scudder GNMA Fund (investment company)*
President & Trustee, Scudder Portfolio Trust (investment company)*
President & Trustee, Scudder Funds Trust (investment company)*
President & Director, Scudder Institutional Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc. (investment company)**
Director, Scudder International Fund, Inc. (investment company)**
President & Trustee, Scudder Investment Trust (investment company)*
Vice President & Trustee, Scudder Municipal Trust (investment company)*
President & Director, Scudder Mutual Funds, Inc. (investment company)**
Director, Scudder New Asia Fund, Inc. (investment company)**
President & Trustee, Scudder Securities Trust (investment company)**
Part C - Page 10
<PAGE>
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
Director, The Brazil Fund, Inc. (until 7/94) (investment company)**
Vice President & Assistant Treasurer, Montgomery Street Income Securities, Inc.
(investment company)o
Vice President & Director, Scudder Global Fund, Inc. (investment company)**
Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
(broker/dealer)*
President & Director, Scudder Service Corporation (in-house transfer agent)*
Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
adviser), Toronto, Ontario, Canada
Chairman, Assistant Treasurer & Director, Scudder, Stevens & Clark, Inc. (investment
adviser)**
President & Director, Scudder Precious Metals, Inc. xxx
Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg
Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England
Director, Scudder Fund Accounting Corporation (in-house fund accounting agent)*
Director, Scudder Realty Holdings Corporation (a real estate holding company)*
Director, Scudder Latin America Investment Trust PLC (investment company)@
Incorporator, Scudder Trust Company (a trust company)+++
Director, Fiduciary Trust Company (banking & trust company) Boston, MA
Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA
Trustee, New England Aquarium, Boston, MA
Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, AARP Cash Investment Funds (investment company)*
Vice President, AARP Growth Trust (investment company)*
Vice President, AARP Income Trust (investment company)*
Vice President, AARP Tax Free Income Trust (investment company)*
Edmond D. Villani President & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Director, Scudder Global Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
Trustee, Scudder Securities Trust (investment company)*
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Supervisory Director, Scudder Mortgage Fund (investment company) +
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
& II (investment company)+
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporationoo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Director, IBJ Global Investment Manager S.A., (Luxembourg investment management
company) Luxembourg, Grand-Duchy of Luxembourg
Part C - Page 11
<PAGE>
<FN>
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# 11, rue Aldringen, L-1118 Luxembourg, Grand-Duchy of Luxembourg
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon
</FN>
</TABLE>
Item 29. Principal Underwriters.
- -------- -----------------------
(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Portfolio Trust
Scudder Securities Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment Fund
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
AARP Tax Free Income Trust
The Japan Fund, Inc.
(b)
<TABLE>
<CAPTION>
(1) (2) (3)
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
<C> <C> <C>
E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110
Part C - Page 12
<PAGE>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
Mark S. Casady Vice President and Director None
Two International Place
Boston, MA 02110
Linda Coughlin Director None
345 Park Avenue
New York, NY 10154
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Coleen Downs Dinneen Assistant Clerk Assistant Secretary
Two International Place
Boston, MA 02110
Paul J. Elmlinger Vice President None
345 Park Avenue
New York, NY 10154
Cuyler W. Findlay Senior Vice President None
345 Park Avenue
New York, NY 10154
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
Thomas W. Joseph Vice President, Director, Vice President
Two International Place Treasurer and Assistant Clerk
Boston, MA 02110
Dudley H. Ladd Senior Vice President and None
Two International Place Director
Boston, MA 02110
David S. Lee President, Assistant Vice President
Two International Place Treasurer and Director
Boston, MA 02110
Douglas M. Loudon Senior Vice President Vice President and Trustee
345 Park Avenue
New York, NY 10154
Thomas F. McDonough Clerk Vice President and
Two International Place Secretary
Boston, MA 02110
Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154
Part C - Page 13
<PAGE>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
Edward J. O'Connell Assistant Treasurer Vice President and
345 Park Avenue Assistant Treasurer
New York, NY 10154
Juris Padegs Vice President and Director Trustee
345 Park Avenue
New York, NY 10154
Daniel Pierce Vice President, Director President and Trustee
Two International Place and Assistant Treasurer
Boston, MA 02110
Kathryn L. Quirk Vice President Vice President and
345 Park Avenue Assistant Secretary
New York, NY 10154
Edmund J. Thimme Vice President and Director None
345 Park Avenue
New York, NY 10154
David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110
</TABLE>
The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 29.
(c)
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
<C> <C> <C> <C> <C>
Scudder Investor None None None None
Services, Inc.
</TABLE>
Item 30. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder, Stevens &
Clark, Inc., Two International Place, Boston, 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.
Part C - Page 14
<PAGE>
Item 31. Management Services.
- -------- --------------------
Inapplicable.
Item 32. Undertakings.
- -------- -------------
Inapplicable.
Part C - Page 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 4th day of April, 1996.
SCUDDER SECURITIES TRUST
By
/s/Thomas F. McDonough
-----------------------------------
Thomas F. McDonough, 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 dates indicated.
<TABLE>
<CAPTION>
<C> <C> <C>
SIGNATURE TITLE DATE
/s/Daniel Pierce
- ---------------------------------------
Daniel Pierce* President (Principal Executive April 4, 1996
Officer) and Trustee
/s/Paul Bancroft III
- ---------------------------------------
Paul Bancroft III* Trustee April 4, 1996
/s/Thomas J. Devine
- ---------------------------------------
Thomas J. Devine* Trustee April 4, 1996
/s/Keith R. Fox
- ---------------------------------------
Keith R. Fox* Trustee April 4, 1996
/s/Douglas M. Loudon
- ---------------------------------------
Douglas M. Loudon* Vice President and Trustee April 4, 1996
/s/Wilson Nolen
- ---------------------------------------
Wilson Nolen* Trustee April 4, 1996
/s/Juris Padegs
- ---------------------------------------
Juris Padegs* Trustee April 4, 1996
/s/Gordon Shillinglaw
- ---------------------------------------
Gordon Shillinglaw* Trustee April 4, 1996
<PAGE>
SIGNATURE TITLE DATE
/s/Edmond D. Villani
- ---------------------------------------
Edmond D. Villani* Trustee April 4, 1996
/s/Pamela A. McGrath
- ---------------------------------------
Pamela A. McGrath Vice President and Treasurer April 4, 1996
(Principal Financial and Accounting
Officer)
</TABLE>
*By: /s/Thomas F. McDonough
---------------------
Thomas F. McDonough
Attorney-in-fact pursuant to a power of attorney
contained in the signature page of Post-Effective
Amendment No. 30 filed August 26, 1991 and pursuant to
a power of attorney contained in the signature page of
Post-Effective Amendment No. 37 to the Registration
Statement filed herein.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 5th day of February, 1996.
SCUDDER SECURITIES TRUST
By /s/Thomas F. McDonough
-----------------------------------
Thomas F. McDonough,
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. By so signing, the
undersigned in his capacity as a trustee or officer, or both, as the case may be
of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and
Sheldon A. Jones and each of them, severally, or if more than one acts, a
majority of them, his true and lawful attorney and agent to execute in his name,
place and stead (in such capacity) any and all amendments to the Registration
Statement and any post-effective amendments thereto and all instruments
necessary or desirable in connection therewith, to attest the seal of the
Registrant thereon and to file the same with the Securities and Exchange
Commission. Each of said attorneys and agents shall have power to act with or
without the other and have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of them.
<TABLE>
<CAPTION>
<C> <C> <C>
SIGNATURE TITLE DATE
/s/Keith R. Fox
- --------------------------------------
Keith R. Fox Trustee February 5, 1996
</TABLE>
3
<PAGE>
File No. 2-36238
File No. 811-2021
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 37
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 21
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER SECURITIES TRUST
<PAGE>
SCUDDER SECURITIES TRUST
EXHIBIT INDEX
Exhibit 9 (a)(4)
Exhibit 9 (b)(3)
Exhibit 9 (f)
Exhibit 17
Exhibit 9(a)(4)
SCUDDER SERVICE CORPORATION
FEE INFORMATION FOR SERVICES PROVIDED UNDER
TRANSFER AGENCY AND SERVICE AGREEMENT
Scudder Family of Funds
Annual maintenance fee for each account
- ---------------------------------------
1/12th of the annual maintenance fee shall be charged and payable each month. It
will be charged for any account which at any time during the month had a share
balance in the fund. The minimum monthly charge to any portfolio is $1,000.
Money Market Funds $28.90
Monthly Income Funds 25.00
Quarterly Distribution Funds 20.40
Annual Distribution Funds 17.55
Other fees
- ----------
New Account Set Up $ 5.00 each
Disaster Recovery 0.25 per year
Closed Accounts 1.20 per year
TIN Certificates 0.15 each
TIN Maintenance 0.25 each
Check Writing:
Set Up 5.00 per account
Retail Check Clearance 0.96 per check
Corporate Check Clearance 0.46 per check
Out of pocket expenses shall be reimbursed by the fund to Scudder Service
Corporation or paid directly by the fund. Such expenses include but are not
limited to the following:
Telephone (portion allocable to servicing accounts)
Postage, overnight service or similar services
Stationery and envelopes
Shareholder Statements - printing and postage
Checks - stock supply, printing and postage
Data circuits
Lease and maintenance of S.A.I.L. and Easy Access
Forms
Microfilm and microfiche
Expenses incurred at the specific direction of the fund
Payment
- --------
The above will be billed within the first five (5) business days of each month
and will be paid by wire within five (5) business days of receipt.
On behalf of the Funds listed on
Attachment A: Scudder Service Company
By:/s/David S. Lee By:/s/Daniel Pierce
David S. Lee Daniel Pierce
Vice President President
Date: October 1, 1995 Date: October 1, 1995
<PAGE>
ATTACHMENT A
TRANSFER AGENCY AND SERVICE AGREEMENT
Money Market Accounts
Scudder California Tax Free Money Fund
Scudder Cash Investment Trust
Scudder New York Tax Free Money Fund
Scudder Tax Free Money Fund
Scudder U.S. Treasury Money Fund
Monthly Income Funds
Scudder California Tax Free Fund
Scudder GNMA Fund
Scudder High Yield Tax Free Fund
Scudder International Bond Fund
Scudder Limited Term Tax Free Fund
Scudder Managed Municipal Bonds
Scudder Massachusetts Limited Term Tax Free Fund
Scudder Massachusetts Tax Free Fund
Scudder Medium Term Tax Free Fund
Scudder New York Tax Free Fund
Scudder Ohio Tax Free Fund
Scudder Pennsylvania Tax Free Fund
Scudder Short Term Bond Fund
Scudder Short Term Global Income Fund
Quarterly Distribution Funds
Scudder Balanced Fund
Scudder Growth and Income Fund
Scudder Emerging Markets Income Fund
Scudder Income Fund
Annual Distribution Funds
Scudder Capital Growth Fund Scudder Latin America Fund
Scudder Development Fund Scudder Pacific Opportunities Fund
Scudder Global Fund Scudder Quality Growth Fund
Scudder Global Small Company Fund Scudder Small Company Value Fund
Scudder Gold Fund Scudder Value Fund
Scudder Greater Europe Growth Fund Scudder Zero Coupon 2000 Fund
Scudder International Fund
dated as of October 6, 1995
<PAGE>
ATTACHMENT A
TRANSFER AGENCY AND SERVICE AGREEMENT
Money Market Accounts
Scudder California Tax Free Money Fund
Scudder Cash Investment Trust
Scudder New York Tax Free Money Fund
Scudder Tax Free Money Fund
Scudder U.S. Treasury Money Fund
Monthly Income Funds
Scudder California Tax Free Fund
Scudder Global Bond Fund
Scudder GNMA Fund
Scudder High Yield Tax Free Fund
Scudder International Bond Fund
Scudder Limited Term Tax Free Fund
Scudder Managed Municipal Bonds
Scudder Massachusetts Limited Term Tax Free Fund
Scudder Massachusetts Tax Free Fund
Scudder Medium Term Tax Free Fund
Scudder New York Tax Free Fund
Scudder Ohio Tax Free Fund
Scudder Pennsylvania Tax Free Fund
Scudder Short Term Bond Fund
Quarterly Distribution Funds
Scudder Balanced Fund
Scudder Growth and Income Fund
Scudder Emerging Markets Income Fund
Scudder Income Fund
Annual Distribution Funds
Scudder Capital Growth Fund Scudder Latin America Fund
Scudder Development Fund Scudder Pacific Opportunities Fund
Scudder Global Fund Scudder Quality Growth Fund
Scudder Global Small Small Company Fund Scudder Small Company Value Fund
Scudder Gold Fund Scudder Value Fund
Scudder Greater Europe Growth Fund Scudder Zero Coupon 2000 Fund
Scudder International Fund
dated as of October 6, 1995
revised as of December 27, 1995
Exhibit 9(b)(3)
COMPASS AND TRAK 2000 SERVICE AGREEMENT
THIS AGREEMENT is made as of this 1st day of October, 1995, by and between
SCUDDER TRUST COMPANY, a New Hampshire banking corporation ("Trust Company") and
SCUDDER SECURITIES TRUST, a Massachusetts business trust (the "Fund").
WITNESSETH:
WHEREAS, Trust Company is engaged in the business of providing certain
recordkeeping and other services; and
WHEREAS, Trust Company and the Fund entered into a "Compass Service
Agreement," dated January 1, 1990 (the "Former Agreement") under which Trust
Company has been providing certain recordkeeping and other services, and Trust
Company also has been performing certain recordkeeping and other services for
the Fund in connection with the TRAK 2000 system; and
WHEREAS, the Fund is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, Trust Company is willing to continue to provide to the Fund such
recordkeeping and other services in connection with the COMPASS and TRAK 2000
systems and in addition is willing to provide certain order processing services
as agent for the Fund; and
WHEREAS, Trust Company and the Fund wish to amend, restate and replace the
Former Agreement with this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Terms of Appointment; Performance of Duties.
1.1. Appointment. Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Trust Company (i) to act as, and
Trust Company agrees to act as, recordkeeping agent with respect to the
authorized and issued shares of beneficial interest of the Fund ("Shares") or
units representing such Shares ("Units"), and (ii) to act as an agent of the
Fund for the purpose of receiving requests for the purchase and redemption of
Shares or Units (collectively, "Shares") and communicating such requests to the
Fund's transfer agent ("Transfer Agent"), in connection with certain retirement
and employee benefit plans established under the Internal Revenue Code of 1986
including but not limited to defined contribution plans, Section 403(b) plans,
individual retirement accounts and deferred compensation plans (each a "Plan" or
collectively the "Plans"), utilizing the Comprehensive Participant Accounting
Services ("COMPASS") or TRAK 2000 system, and established by plan
administrators, employers, trustees, custodians and other persons (each
individually an "Administrator" or collectively the "Administrators") on behalf
of employers (each individually an "Employer" or collectively the "Employers")
and individuals for certain participants in such Plans (each individually a
"Participant" or collectively the "Participants").
1.2. Recordkeeping. Trust Company agrees that it will perform the following
recordkeeping services in connection with the COMPASS and TRAK 2000 systems in
accordance with procedures established from time to time by agreement between
<PAGE>
the Fund and Trust Company. Subject to instructions from the Administrators,
Trust Company shall:
(i) receive from Administrators instructions for the purchase of
Shares of the Fund, confirm compliance with such instructions and, as agent of
the respective Administrators, deliver within a reasonable time such
instructions and any appropriate documentation therefor to the Transfer Agent of
the Fund duly appointed by the Trustees of the Fund (the "Transfer Agent");
(ii) record the purchase by Plans of the appropriate number of Shares
or Units and within a reasonable time allocate such Shares or Units among the
Participants' accounts;
(iii) record dividends and capital gains distributions on behalf of
Participants;
(iv) receive from Administrators instructions for redemption and
repurchase requests and directions, confirm compliance with such instructions
and as agent of the respective Administrators deliver within a reasonable time
such instructions and any appropriate documentation therefor to the Transfer
Agent;
(v) record the redemption or repurchase by Plans of the appropriate
number of Shares or Units and within a reasonable time make the appropriate
adjustments among the Participants' accounts;
(vi) certify to the Fund no less frequently than annually the number
of Participants accounts for which records are maintained hereunder;
(vii) maintain records of account for and advise the Fund and
Administrators and Participants, when appropriate, as to the foregoing;
(viii) maintain all Plan and Participant accounts other than accounts
maintained by the Transfer Agent; and
(ix) maintain and mail administrative reports and Participant
statements.
Procedures applicable to certain of these services may be established from
time to time by agreement between the Fund and Trust Company.
1.3. Order Processing.
(a) In addition to the recordkeeping to be performed in accordance
with Section 1.02 above, the Fund hereby appoints Trust Company, and Trust
Company agrees to act, as the Fund's agent for the purpose of receiving requests
for the purchase and redemption of Shares or Units and communicating such
requests to the Fund's Transfer Agent, subject to and in accordance with the
terms of this Agreement, and as follows:
(i) Trust Company shall receive from the Plans, Plan
participants, Plan sponsors, authorized Plan committees or Plan trustees,
according to Trust Company's agreement with each Plan, by the close of regular
trading on the New York Stock Exchange (the "Close of Trading") each business
day that the New York Stock Exchange is open for business ("Business Day")
instructions for the purchase and redemption of Shares (together,
"Instructions"). Instructions received by Trust Company after the Close of
Trading on any Business Day shall be treated as received on the next Business
Day.
2
<PAGE>
(ii) In connection with the COMPASS system, Trust Company shall
compute net purchase requests or net redemption requests to the extent
practicable for Shares of the Fund for each Plan based on Instructions received
each Business Day.
(iii) Trust Company shall communicate purchase and redemption
requests for Shares of the Fund, netted to the extent practicable in accordance
with (ii) above in the case of COMPASS ("Orders"), to the Transfer Agent, for
acceptance by the Fund or its agents, in the manner specified herein, and
promptly deliver, or instruct the Plans (or the Plans' trustees as the case may
be) to deliver, appropriate documentation and, in the case of purchase requests,
payment therefor to the Transfer Agent. Orders shall be based solely on
Instructions received by Trust Company from the Plans, Plan participants, Plan
sponsors, authorized Plan committees or Plan trustees.
(b) Trust Company shall maintain adequate records related to, and
advise the Transfer Agent as to, the foregoing, as instructed by the Fund, or by
the Transfer Agent or other person designated to act on the Fund's behalf. To
the extent required under the 1940 Act and rules thereunder, Trust Company
agrees that such records maintained by it hereunder will be preserved,
maintained and made available in accordance with the provisions of the 1940 Act
and rules thereunder, and copies or, if required, originals will be surrendered
promptly to the Fund, Transfer Agent or other person designated to act on the
Fund's behalf, on and in accordance with its request. Records surrendered
hereunder shall be in machine readable form, except to the extent that Trust
Company has maintained such records only in paper form. This provision shall
survive the termination of this Agreement.
(c) Trust Company shall perform its duties hereunder subject to the
terms and conditions of the Fund's current prospectus; the Fund and the Trust
Company may establish such additional procedures for order processing not
inconsistent with the terms of this Agreement as they reasonably determine to be
necessary or advisable from time to time.
(d) Trust Company acknowledges that it is not authorized by the Fund
to register the transfer of the Fund's Shares or to transfer record ownership of
the Fund's Shares, and that only the Transfer Agent is authorized to perform
such activities.
1.4. Agents of Trust Company. Trust Company may engage one or more
individuals, corporations, partnerships, trusts or other entities (including
affiliates of Trust Company) to act as its subcontractor(s) or agent(s)
("Agents") in providing the services contemplated hereunder. Any such Agent
shall be required to comply with the terms of this Agreement applicable to the
performance of such services it is performing as though it were the Trust
Company. Further, the Trust Company shall be solely responsible for, and assumes
all liability for, the actions and inactions of such Agents in connection with
their performance of such services.
2. Fees and Expenses.
2.1. Fees. For performance by Trust Company of services pursuant to this
Agreement, the Fund agrees to pay Trust Company an annual maintenance fee for
each Participant account as set out in the fee schedule, as amended from time to
time. Such fee schedule and out-of-pocket expenses and advances identified under
Section 2.2 below may be changed from time to time by mutual agreement between
the Fund and Trust Company. The parties hereto acknowledge that the fees payable
hereunder are for administrative and recordkeeping services only and do not
constitute payment in any manner for investment advisory or distribution
services.
3
<PAGE>
2.2. Expenses. In addition to the fee paid under Section 2.1 above, the
Fund agrees to reimburse Trust Company for out-of-pocket expenses or advances
incurred by Trust Company for the items set out in the fee schedule. In
addition, any other expenses incurred by Trust Company, at the request or with
the consent of the Fund, will be reimbursed by the Fund. The Fund agrees to pay
all fees and reimbursable expenses promptly. Postage and the cost of materials
for mailing of administrative reports, Participant statements and other mailings
to all Employer accounts or Participants shall be advanced to Trust Company by
the Fund at least two (2) days prior to the mailing date of such materials or
paid within two (2) days of the receipt by the Fund of a bill therefor.
3. Representations and Warranties of Trust Company.
Trust Company represents and warrants to the Fund that:
(i) It is a banking corporation duly organized and existing and in good
standing under the laws of The State of New Hampshire.
(ii) It has the legal power and authority to carry on its business in any
jurisdiction where it does business.
(iii) It is empowered under applicable laws and by its charter and By-Laws
to enter into and perform this Agreement.
(iv) All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
(v) It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. Representations and Warranties of the Fund.
The Fund represents and warrants to Trust Company that:
(i) It is a business trust duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
(ii) It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
(iii) All proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
(iv) It is an investment company registered under the 1940 Act.
(v) It makes available its Shares in connection with certain Plans.
(vi) A majority of the Trustees of the Fund who are not interested persons
have made findings to the effect that:
4
<PAGE>
(a) the Agreement is in the best interest of the Fund and its shareholders;
(b) the services to be performed pursuant to the Agreement are services
required for the operation of the Fund;
(c) Trust Company can provide services the nature and quality of which are
at least equal to those provided by others offering the same or similar
services; and
(d) the fees charged by Trust Company for such services are fair and
reasonable in the light of the usual and customary charges made by others for
services of the same nature and quality.
(vii) A registration statement under the Securities Act of 1933, as amended
(the "33 Act"), has been filed and has become effective, and appropriate state
securities law filings have been made with respect to all Shares of the Fund
being offered for sale. The Fund shall notify Trust Company (i) if such
registration statement or any state securities registration or qualification has
been terminated or a stop order has been entered with respect to the Shares or
(ii) if such registration statement shall have been amended to cover Shares of
any additional Series (as hereinafter defined in Section 8.1).
5. Indemnification.
5.1. By Fund. Trust Company shall not be responsible for, and the Fund
shall indemnify and hold Trust Company harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(a) All actions of Trust Company or its agents required to be taken
pursuant to this Agreement, provided that such actions are taken in good faith
and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by Trust Company or its agents of information,
records and documents which (i) are received by Trust Company or its agents and
furnished to it by or on behalf of the Fund, and (ii) have been prepared and/or
maintained by the Fund or any other person or firm (except Trust Company) on
behalf of the Fund.
(d) The reliance on or the carrying out by Trust Company or its agents of
any written instructions or requests of the Fund or any person acting on behalf
of the Fund.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations, or the securities laws or regulations of
any state that such Shares be registered in such state, or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
5.2. By Trust Company. Trust Company shall indemnify and hold the Fund
harmless from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liabilities arising out of or attributable to Trust
Company's refusal or failure to comply with the terms of this Agreement, or
which arise out of Trust Company's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any representation or warranty of
Trust Company hereunder.
5
<PAGE>
5.3. Reliance. At any time Trust Company may apply to any officer of the
Fund for instructions, and may consult with legal counsel (which may also be
legal counsel for the Fund) with respect to any matter arising in connection
with the services to be performed by Trust Company under this Agreement, and
Trust Company shall not be liable and shall be indemnified by the Fund for any
action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. Trust Company and its agents shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Fund, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided Trust Company or its agents by telephone, in person,
machine-readable input, telex, CRT data entry or other similar means authorized
by the Fund, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund.
5.4. Acts of God. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable to
the other for any damages resulting from such failure to perform or otherwise
from such causes.
5.5. Procedures. In order that the indemnification provisions contained in
this Article 5 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
6. Covenants of the Fund and Trust Company.
6.1. Adequate Facilities. Trust Company hereby agrees to establish and
maintain facilities, personnel, and computer and other facilities and procedures
reasonably acceptable to the Fund for safekeeping of records, for the
preparation or use, and for keeping account of, such records, and for order
processing.
6.2. Insurance. Trust Company shall at all times maintain insurance
coverage which is reasonable and customary in light of its duties hereunder and
its other obligations and activities, and shall notify the Fund of any changes
in its insurance coverage unless the Fund is covered by the same policy and such
change is also applicable to the Fund.
6.3. Records. Trust Company shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable.
6.4. Confidentiality. Trust Company and the Fund agree that all books,
records, information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
6.5. Inspection. In case of any requests or demands for the inspection of
the records relating to Plan accounts and Participant accounts with the Fund,
Trust Company will endeavor to notify the Fund and to secure instructions from
6
<PAGE>
an authorized officer of the Fund as to such inspection. Trust Company reserves
the right, however, to exhibit such records to any person whenever it is
reasonably advised by counsel to the Fund that it may be held liable for the
failure to exhibit such records to such person.
6.6. Laws Applicable to Fund. Trust Company acknowledges that the Fund, as
a registered investment company under the 1940 Act, is subject to the provisions
of the 1940 Act and the rules and regulations thereunder, and that the offer and
sale of the Fund's Shares are subject to the provisions of federal and state
laws and regulations applicable to the offer and sale of securities. The Fund
acknowledges that Trust Company is not responsible for the Fund's compliance
with such laws, rules and regulations. If the Fund advises Trust Company that a
procedure of Trust Company related to the discharge of its obligations hereunder
has or may have the effect of causing the Fund to violate any of such laws or
regulations, Trust Company shall use its best efforts to develop an alternative
procedure which does not have such effect.
6.7. Relationship to Plans. Trust Company acknowledges to the Fund that, as
the offeror of COMPASS and TRAK 2000, Trust Company does not act as a plan
administrator or as a fiduciary under the Employee Retirement Income Security
Act of 1974, as amended from time to time, with respect to any Plan. Trust
Company shall not be responsible for determining whether the terms of a
particular Plan or the Shares of the Fund are appropriate for the Plan or
Participant and does not guarantee the performance of the Fund.
7. Termination of Agreement.
This Agreement may be terminated by either party on the last day of the
month next commencing after thirty (30) days written notice to the other party.
Upon termination of this Agreement, the Fund shall pay to Trust Company such
fees and expenses as may be due as of the date of such termination. Should the
Fund exercise its right to terminate this Agreement, Trust Company reserves the
right to charge for any other reasonable expenses associated with such
termination.
8. Additional Series of the Fund.
8.1. Establishment of Series. Shares of the Fund are of a single class;
however, Shares may be divided into additional series ("Series") that may be
established from time to time by action of the Trustees of the Fund. If the
context requires and unless otherwise specifically provided herein, the term
"Fund" as used in this Agreement shall mean in addition each separate Series
currently existing or subsequently created, and the term "Shares" shall mean all
shares of beneficial interest of the Fund, whether of a single class or divided
into separate Series of the Fund currently existing or hereinafter created.
8.2. Notice to Trust Company. In the event that the Fund establishes one or
more or additional Series of Shares in addition to the original Series with
respect to which it desires to have Trust Company render services as
recordkeeping agent under the terms hereof, it shall so notify Trust Company in
writing, and upon the effectiveness of a registration statement under the 33 Act
relating to such Series of Shares and unless Trust Company objects in writing to
providing such services, such Series shall be subject to this Agreement.
8.3. Suspension. In the event that the Fund suspends the offering of Shares
of any one or more Series, it shall so notify Trust Company in writing to such
effect.
7
<PAGE>
9. Assignment.
Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.
10. Amendment.
This Agreement may be amended or modified by a written agreement executed
by both parties.
11. Massachusetts Law to Apply.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
12. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto.
13. Correspondence.
Trust Company will answer correspondence from Administrators relating to
Plan and Plan participant accounts and such other correspondence as may from
time to time be mutually agreed upon and notify the Fund of any correspondence
which may require an answer from the Fund.
14. Further Actions.
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
15. Interpretive Provisions.
In connection with the operation of this Agreement, Trust Company and the
Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions are to be signed by the parties and annexed hereto, but no
such provisions shall contravene any applicable federal or state law or
regulation and no such interpretive or additional provision shall be deemed to
be an amendment of this Agreement.
16. Miscellaneous.
The name Scudder Securities Trust is the designation of the Trustees for
the time being under a Declaration of Trust dated December 21, 1987, as amended,
and all persons dealing with the Fund must look solely to the Fund property for
the enforcement of any claims against the Fund as neither the Trustees,
officers, agents nor shareholders assume any personal liability for obligations
entered into on behalf of the Fund. No Series of the Fund shall be liable for
any claims against any other Series of the Fund.
8
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first above
written.
SCUDDER TRUST COMPANY
By: /s/Dennis M. Cronin
-------------------------
Dennis M. Cronin, Jr.
Title: Vice President & Treasurer
SCUDDER SECURITIES TRUST
By: /s/David S. Lee
--------------------------
David S. Lee
Title: Vice President
9
Exhibit 9(f)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 6th day of October, 1995 between Scudder
Securities Trust (the "Fund"), on behalf of Scudder Small Company Value Fund
(hereinafter called the "Portfolio"), a registered open-end management
investment company with its principal place of business in Boston, Massachusetts
and Scudder Fund Accounting Corporation, with its principal place of business in
Boston, Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this Agreement as
the Portfolio's fund accounting agent, and as such FUND ACCOUNTING shall:
a. Maintain and preserve all accounts, books, financial records and other
documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 (the "1940 Act") and Rules 31a-1, 31a-2
and 31a-3 thereunder, applicable federal and state laws and any other
law or administrative rules or procedures which may be applicable to
the Fund on behalf of the Portfolio, other than those accounts, books
and financial records required to be maintained by the Fund's
custodian or transfer agent and/or books and records maintained by all
other service providers necessary for the Fund to conduct its business
as a registered open-end management investment company. All such books
and records shall be the property of the Fund and shall at all times
during regular business hours be open for inspection by, and shall be
surrendered promptly upon request of, duly authorized officers of the
Fund. All such books and records shall at all times during regular
business hours be open for inspection, upon request of duly authorized
officers of the Fund, by employees or agents of the Fund and employees
and agents of the Securities and Exchange Commission.
b. Record the current day's trading activity and such other proper
bookkeeping entries as are necessary for determining that day's net
asset value and net income.
c. Render statements or copies of records as from time to time are
reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent public
accountants or by any other auditors employed or engaged by the Fund
or by any regulatory body with jurisdiction over the Fund.
e. Compute the Portfolio's net asset value per share, and, if applicable,
its public offering price and/or its daily dividend rates and money
market yields, in accordance with Section 3 of the Agreement and
notify the Fund and such other persons as the Fund may reasonably
request of the net asset value per share, the public offering price
and/or its daily dividend rates and money market yields.
<PAGE>
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's Registration
Statement, as amended or supplemented from time to time (hereinafter
referred to as the "Registration Statement"); (b) the resolutions of the
Board of Trustees of the Fund at the time in force and applicable, as they
may from time to time be delivered to FUND ACCOUNTING, and (c) Proper
Instructions from such officers of the Fund or other persons as are from
time to time authorized by the Board of Trustees of the Fund to give
instructions with respect to computation and determination of the net asset
value. FUND ACCOUNTING may use one or more external pricing services,
including broker-dealers, provided that an appropriate officer of the Fund
shall have approved such use in advance.
Section 3. Computation of Net Asset Value, Public Offering Price, Daily Dividend
Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset value, including
net income, in a manner consistent with the specific provisions of the
Registration Statement. Such computation shall be made as of the time or
times specified in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and money market
yields, if applicable, in accordance with the methodology set forth in the
Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making the necessary
computations FUND ACCOUNTING shall be entitled to receive, and may rely
upon, information furnished it by means of Proper Instructions, including
but not limited to:
a. The manner and amount of accrual of expenses to be recorded on the
books of the Portfolio;
b. The source of quotations to be used for such securities as may not be
available through FUND ACCOUNTING's normal pricing services;
c. The value to be assigned to any asset for which no price quotations
are readily available;
d. If applicable, the manner of computation of the public offering price
and such other computations as may be necessary;
e. Transactions in portfolio securities;
f. Transactions in shares of beneficial interest.
FUND ACCOUNTING shall be entitled to receive, and shall be entitled to rely
upon, as conclusive proof of any fact or matter required to be ascertained
by it hereunder, a certificate, letter or other instrument signed by an
authorized officer of the Fund or any other person authorized by the Fund's
Board of Trustees.
2
<PAGE>
FUND ACCOUNTING shall be entitled to receive and act upon advice of Counsel
(which may be Counsel for the Fund) at the reasonable expense of the
Portfolio and shall be without liability for any action taken or thing done
in good faith in reliance upon such advice.
FUND ACCOUNTING shall be entitled to receive, and may rely upon,
information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate, letter or other
instrument or telephone call reasonably believed by FUND ACCOUNTING to be
genuine and to have been properly made or signed by any authorized officer
of the Fund or person certified to FUND ACCOUNTING as being authorized by
the Board of Trustees. The Fund, on behalf of the Portfolio, shall cause
oral instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices as from time to time agreed to by an authorized officer
of the Fund and FUND ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to the appropriate
person(s) within FUND ACCOUNTING a copy of the Registration Statement as in
effect from time to time. FUND ACCOUNTING may conclusively rely on the
Fund's most recently delivered Registration Statement for all purposes
under this Agreement and shall not be liable to the Portfolio or the Fund
in acting in reliance thereon.
Section 6. Standard of Care and Indemnification
FUND ACCOUNTING shall exercise reasonable care and diligence in the
performance of its duties hereunder. The Fund agrees that FUND ACCOUNTING
shall not be liable under this Agreement for any error of judgment or
mistake of law made in good faith and consistent with the foregoing
standard of care, provided that nothing in this Agreement shall be deemed
to protect or purport to protect FUND ACCOUNTING against any liability to
the Fund, the Portfolio or its shareholders to which FUND ACCOUNTING would
otherwise be subject by reason of willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties hereunder.
The Fund agrees, on behalf of the Portfolio, to indemnify and hold harmless
FUND ACCOUNTING and its employees, agents and nominees from all taxes,
charges, expenses, assessments, claims and liabilities (including
reasonable attorneys' fees) incurred or assessed against them in connection
with the performance of this Agreement, except such as may arise from their
own negligent action, negligent failure to act or willful misconduct. The
foregoing notwithstanding, FUND ACCOUNTING will in no event be liable for
any loss resulting from the acts, omissions, lack of financial
responsibility, or failure to perform the obligations of any person or
organization designated by the Fund to be the authorized agent of the
Portfolio as a party to any transactions.
3
<PAGE>
FUND ACCOUNTING's responsibility for damage or loss with respect to the
Portfolio's records arising from fire, flood, Acts of God, military power,
war, insurrection or nuclear fission, fusion or radioactivity shall be
limited to the use of FUND ACCOUNTING's best efforts to recover the
Portfolio's records determined to be lost, missing or destroyed.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing by the two parties. FUND ACCOUNTING shall be entitled to recover
its reasonable telephone, courier or delivery service, and all other
reasonable out-of-pocket, expenses as incurred, including, without
limitation, reasonable attorneys' fees and reasonable fees for pricing
services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by an instrument in writing delivered
or mailed to the other party. Such termination shall take effect not sooner
than ninety (90) days after the date of delivery or mailing of such notice
of termination. Any termination date is to be no earlier than four months
from the effective date hereof. Upon termination, FUND ACCOUNTING will turn
over to the Fund or its designee and cease to retain in FUND ACCOUNTING
files, records of the calculations of net asset value and all other records
pertaining to its services hereunder; provided, however, FUND ACCOUNTING in
its discretion may make and retain copies of any and all such records and
documents which it determines appropriate or for its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are not to be deemed
to be exclusive, and it is understood that FUND ACCOUNTING may perform fund
accounting services for others. In acting under this Agreement, FUND
ACCOUNTING shall be an independent contractor and not an agent of the Fund
or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Amended and Restated Declaration of Trust, dated December 21,
1987 as amended to date (the "Declaration"), a copy of which, together with
all amendments thereto, is on file in the Office of the Secretary of State
of the Commonwealth of Massachusetts, provides that the name "Scudder
Securities Trust" refers to the Trustees under the Declaration collectively
as trustees and not as individuals or personally, and that no shareholder
of the Fund or the Portfolio, or Trustee, officer, employee or agent of the
Fund shall be subject to claims against or obligations of the Trust or of
the Portfolio to any extent whatsoever, but that the Trust estate only
shall be liable.
4
<PAGE>
FUND ACCOUNTING is expressly put on notice of the limitation of liability
as set forth in the Declaration and FUND ACCOUNTING agrees that the
obligations assumed by the Fund and/or the Portfolio under this Agreement
shall be limited in all cases to the Portfolio and its assets, and FUND
ACCOUNTING shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Fund or the Portfolio or
any other series of the Fund, or from any Trustee, officer, employee or
agent of the Fund. FUND ACCOUNTING understands that the rights and
obligations of the Portfolio under the Declaration are separate and
distinct from those of any and all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or mailed to the
other party at the address of such party set forth below or to such other
person or at such other address as such party may from time to time specify
in writing to the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Scudder Securities Trust -
Scudder Small Company Value Fund
Two International Place
Boston, Massachusetts 02110
Attn: President, Secretary or Treasurer
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING without the consent
of the Fund as authorized or approved by resolution of its Board of
Trustees.
In connection with the operation of this Agreement, the Fund and FUND
ACCOUNTING may agree from time to time on such provisions interpretive of
or in addition to the provisions of this Agreement as in their joint
opinions may be consistent with this Agreement. Any such interpretive or
additional provisions shall be in writing, signed by both parties and
annexed hereto, but no such provisions shall be deemed to be an amendment
of this Agreement.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts.
5
<PAGE>
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes any and all prior
understandings.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized and its seal to be
hereunder affixed as of the date first written above.
[SEAL] SCUDDER SECURITIES TRUST, on behalf of
Scudder Small Company Value Fund
By: /s/Daniel Pierce
-------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By: /s/Pamela G. McGrath
---------------------
Vice President
6
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Small Company Value Fund Semiannual Report for the fiscal period ended February
29, 1996 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> SCUDDER SMALL COMPANY VALUE FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> OCT-06-1995
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 24,464,208
<INVESTMENTS-AT-VALUE> 25,500,766
<RECEIVABLES> 257,528
<ASSETS-OTHER> 57,928
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 25,816,222
<PAYABLE-FOR-SECURITIES> 617,518
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 72,223
<TOTAL-LIABILITIES> 689,741
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 24,171,404
<SHARES-COMMON-STOCK> 1,981,777
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 6,705
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (88,186)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,036,558
<NET-ASSETS> 25,126,481
<DIVIDEND-INCOME> 124,430
<INTEREST-INCOME> 26,961
<OTHER-INCOME> 0
<EXPENSES-NET> 83,167
<NET-INVESTMENT-INCOME> 68,224
<REALIZED-GAINS-CURRENT> (88,186)
<APPREC-INCREASE-CURRENT> 1,036,558
<NET-CHANGE-FROM-OPS> 1,016,596
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (61,519)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,056,532
<NUMBER-OF-SHARES-REDEEMED> 79,647
<SHARES-REINVESTED> 4,792
<NET-CHANGE-IN-ASSETS> 25,125,281
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 89,882
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 267,447
<AVERAGE-NET-ASSETS> 13,796,406
<PER-SHARE-NAV-BEGIN> 12.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> .68
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.68
<EXPENSE-RATIO> 4.83
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
