<PAGE> PAGE 1
000 A000000 12/31/97
000 C000000 088048
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 U
001 A000000 SCUDDER SECURITIES TRUST
001 B000000 811-2021
001 C000000 6172952567
002 A000000 345 PARK AVENUE
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10154
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 1
008 A00AA01 SCUDDER KEMPER INVESTMENTS, INC.
008 B00AA01 A
008 C00AA01 801-252
008 D01AA01 NEW YORK
008 D02AA01 NY
008 D03AA01 10154
015 A00AA01 WESTPAC BANKING CORPORATION
015 B00AA01 S
015 C01AA01 SYDNEY
015 D01AA01 AUSTRALIA
015 E04AA01 X
015 A00AA02 GENERALE BANK
015 B00AA02 S
015 C01AA02 BRUSSELS
015 D01AA02 BELGIUM
015 E04AA02 X
015 A00AA03 GIROCREDIT BANK
015 B00AA03 S
015 C01AA03 VIENNA
015 D01AA03 AUSTRIA
015 E04AA03 X
015 A00AA04 CANADA TRUSTCO MORTGAGE COMPANY
015 B00AA04 S
015 C01AA04 TORONTO
015 D01AA04 CANADA
015 E04AA04 X
015 A00AA05 DEN DANSKE BANK
015 B00AA05 S
015 C01AA05 COPENHAGEN
<PAGE> PAGE 2
015 D01AA05 DENMARK
015 E04AA05 X
015 A00AA06 MERITA BANK LIMITED
015 B00AA06 S
015 C01AA06 HELSINKI
015 D01AA06 FINLAND
015 E04AA06 X
015 A00AA07 BANQUE PARIBAS
015 B00AA07 S
015 C01AA07 PARIS
015 D01AA07 FRANCE
015 E04AA07 X
015 A00AA08 DRESDNER BANK
015 B00AA08 S
015 C01AA08 FRANKFURT
015 D01AA08 GERMANY
015 E04AA08 X
015 A00AA09 NATIONAL BANK OF GREECE
015 B00AA09 S
015 C01AA09 ATHENS
015 D01AA09 GREECE
015 E04AA09 X
015 A00AA10 STANDARD CHARTERED BANK
015 B00AA10 S
015 C01AA10 HONG KONG
015 D01AA10 CHINA
015 E04AA10 X
015 A00AA11 STANDARD CHARTERED BANK
015 B00AA11 S
015 C01AA11 JAKARTA
015 D01AA11 INDONESIA
015 E04AA11 X
015 A00AA12 BANK OF IRELAND
015 B00AA12 S
015 C01AA12 DUBLIN
015 D01AA12 IRELAND
015 E04AA12 X
015 A00AA13 BANQUE PARIBAS
015 B00AA13 S
015 C01AA13 MILAN
015 D01AA13 ITALY
015 E04AA13 X
015 A00AA14 SUMITOMO TRUST & BANKING CO., LTD.
015 B00AA14 S
015 C01AA14 OSAKA
015 D01AA14 JAPAN
015 E04AA14 X
015 A00AA15 CITIBANK N.A., SEOUL
015 B00AA15 S
015 C01AA15 SEOUL
015 D01AA15 KOREA
<PAGE> PAGE 3
015 E04AA15 X
015 A00AA16 STANDARD CHARTERED BANK
015 B00AA16 S
015 C01AA16 BERHAD
015 D01AA16 MALAYSIA
015 E04AA16 X
015 A00AA17 CITIBANK MEXICO, S.A.
015 B00AA17 S
015 C01AA17 MEXICO CITY
015 D01AA17 MEXICO
015 E04AA17 X
015 A00AA18 MEESPIERSON N.V.
015 B00AA18 S
015 C01AA18 AMSTERDAM
015 D01AA18 NETHERLANDS
015 E04AA18 X
015 A00AA19 ANZ BANKING GROUP LIMITED
015 B00AA19 S
015 C01AA19 WELLINGTON
015 D01AA19 NEW ZEALAND
015 E04AA19 X
015 A00AA20 CHRISTIANA BANK OG KREDITKASSE
015 B00AA20 S
015 C01AA20 OSLO
015 D01AA20 NORWAY
015 E04AA20 X
015 A00AA21 STANDARD CHARTERED BANK
015 B00AA21 S
015 C01AA21 MANILA
015 D01AA21 PHILIPPINES
015 E04AA21 X
015 A00AA22 BANCO COMMERCIAL PORTUGUES
015 B00AA22 S
015 C01AA22 LISBON
015 D01AA22 PORTUGAL
015 E04AA22 X
015 A00AA23 THE DEVELOPMENT BANK OF SINGAPORE LTD.
015 B00AA23 S
015 C01AA23 SINGAPORE
015 D01AA23 SINGAPORE
015 E04AA23 X
015 A00AA24 STANDARD BANK OF SOUTH AFRICA LIMITED
015 B00AA24 S
015 C01AA24 JOHANNESBURG
015 D01AA24 SOUTH AFRICA
015 E04AA24 X
015 A00AA25 BANCO SANTANDER
015 B00AA25 S
015 C01AA25 MADRID
015 D01AA25 SPAIN
015 E04AA25 X
<PAGE> PAGE 4
015 A00AA26 SKANDINAVISKA ENSKILDA BANKEN
015 B00AA26 S
015 C01AA26 STOCKHOLM
015 D01AA26 SWEDEN
015 E04AA26 X
015 A00AA27 UNION BANK OF SWITZERLAND
015 B00AA27 S
015 C01AA27 ZURICH
015 D01AA27 SWITZERLAND
015 E04AA27 X
015 A00AA28 STANDARD CHARTERED BANK
015 B00AA28 S
015 C01AA28 BANGKOK
015 D01AA28 THAILAND
015 E04AA28 X
015 A00AA29 STATE STREET BANK & TRUST COMPANY
015 B00AA29 S
015 C01AA29 LONDON
015 D01AA29 UNITED KINGDOM
015 E04AA29 X
015 A00AA30 CITIBANK N.A.
015 B00AA30 S
015 C01AA30 ISTANBUL
015 D01AA30 TURKEY
015 E04AA30 X
015 A00AA31 STATE STREET BANK & TRUST COMPANY
015 B00AA31 C
015 C01AA31 BOSTON
015 C02AA31 MA
015 C03AA31 02109
015 E02AA31 X
015 A00AA32 CITIBANK N.A.
015 B00AA32 S
015 C01AA32 BUENOS AIRES
015 D01AA32 ARGENTINA
015 E04AA32 X
015 A00AA33 CITIBANK N.A.
015 B00AA33 S
015 C01AA33 SANTIAGO
015 D01AA33 CHILE
015 E04AA33 X
015 A00AA34 CITITRUST COLOMBIA SA SOCIEDAD FIDUCIARIA
015 B00AA34 S
015 C01AA34 COLOMBIA
015 D01AA34 COLOMBIA
015 E04AA34 X
015 A00AA35 CITIBANK BUDAPEST RT
015 B00AA35 S
015 C01AA35 BUDAPEST
015 D01AA35 HUNGARY
015 E04AA35 X
<PAGE> PAGE 5
015 A00AA36 DEUTSCHE BANK AG
015 B00AA36 S
015 C01AA36 BOMBAY
015 D01AA36 INDIA
015 E04AA36 X
015 A00AA37 BANK HAPOALIM BM
015 B00AA37 S
015 C01AA37 TEL-AVIV
015 D01AA37 ISRAEL
015 E04AA37 X
015 A00AA38 DEUTSCHE BANK AG
015 B00AA38 S
015 C01AA38 KARACHI
015 D01AA38 PAKISTAN
015 E04AA38 X
015 A00AA39 CITIBANK N.A.
015 B00AA39 S
015 C01AA39 LIMA
015 D01AA39 PERU
015 E04AA39 X
015 A00AA40 CITIBANK POLAND S.A.
015 B00AA40 S
015 C01AA40 WARSAW
015 D01AA40 POLAND
015 E04AA40 X
015 A00AA41 THE HONG KONG & SHANGHAI BANKING CORP
015 B00AA41 S
015 C01AA41 COLOMBO
015 D01AA41 SRI LANKA
015 E04AA41 X
015 A00AA42 CENTRAL TRUST OF CHINA
015 B00AA42 S
015 C01AA42 TAIPEI
015 D01AA42 TAIWAN
015 E04AA42 X
015 A00AA43 CITIBANK N.A.
015 B00AA43 S
015 C01AA43 MONTEVIDEO
015 D01AA43 URUGUAY
015 E04AA43 X
015 A00AA44 CITIBANK N.A.
015 B00AA44 S
015 C01AA44 CARACAS
015 D01AA44 VENEZUELA
015 E04AA44 X
015 A00AA45 BANK BOSTON, N.A.
015 B00AA45 S
015 C01AA45 SAO PAULO
015 D01AA45 BRAZIL
015 E04AA45 X
015 A00AA46 BARCLAYS BANK OF BOTSWANA LIMITED
<PAGE> PAGE 6
015 B00AA46 S
015 C01AA46 GABORONE
015 D01AA46 BOTSWANA
015 E04AA46 X
015 A00AA47 HONG KONG & SHANGHAI BANKING CORP. LTD.
015 B00AA47 S
015 C01AA47 SHANGHAI
015 D01AA47 CHINA
015 E04AA47 X
015 A00AA48 CESKOSLOVENSKA OBCHODNI BANKA A.S.
015 B00AA48 S
015 C01AA48 PRAGUE
015 D01AA48 CZECH REPUBLIC
015 E04AA48 X
015 A00AA49 THE BANK OF BERMUDA LIMITED
015 B00AA49 S
015 C01AA49 XX
015 D01AA49 BERMUDA
015 E04AA49 X
015 A00AA50 BARCLAYS BANK OF KENYA LIMITED
015 B00AA50 S
015 C01AA50 NAIROBI
015 D01AA50 KENYA
015 E04AA50 X
015 A00AA51 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B00AA51 S
015 C01AA51 SLOVAKIA
015 D01AA51 SLOVAKIA
015 E04AA51 X
015 A00AA52 BARCLAYS BANK OF SWAZILAND LIMITED
015 B00AA52 S
015 C01AA52 SWAZILAND
015 D01AA52 SWAZILAND
015 E04AA52 X
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 52
019 C00AA00 SCUDDERRRR
020 A000001 INSTINET
020 B000001 13-3443395
020 C000001 46
020 A000002 ALEX BROWN & SONS
020 C000002 40
020 A000003 WEEDEN
020 C000003 30
020 A000004 ROBINSON-HUMPHREY/AMERICAN EXP
020 C000004 28
020 A000005 J.P. MORGAN SECURITIES
020 C000005 24
020 A000006 HAMBRECHT & QUIST
020 B000006 94-3220292
<PAGE> PAGE 7
020 C000006 15
020 A000007 TUCKER, ANTHONY & RL DAY
020 C000007 13
020 A000008 LEHMAN BROTHERS SECURITIES
020 B000008 13-2518466
020 C000008 12
020 A000009 BREAN MURRAY
020 C000009 11
020 A000010 CLEARY GULL & REILAND
020 C000010 10
021 000000 360
022 A000001 MERRILL LYNCH
022 B000001 13-5674085
022 C000001 25233
022 D000001 25968
022 A000002 PAINE WEBBER
022 B000002 13-2638166
022 C000002 6719
022 D000002 31708
022 A000003 SMITH BARNEY SHEARSON
022 B000003 13-1912900
022 C000003 13962
022 D000003 18470
022 A000004 ALEX BROWN & SONS
022 C000004 10962
022 D000004 19715
022 A000005 INSTINET
022 B000005 13-3443395
022 C000005 15079
022 D000005 14440
022 A000006 BEAR STEARNS & CO.
022 B000006 13-3299429
022 C000006 5285
022 D000006 22025
022 A000007 HAMBRECHT & QUIST
022 B000007 94-3220292
022 C000007 16536
022 D000007 10373
022 A000008 GOLDMAN, SACHS & CO.
022 B000008 13-5108880
022 C000008 6947
022 D000008 15677
022 A000009 ROBINSON-HUMPHREY/AMERICAN EXP.
022 C000009 2629
022 D000009 19278
022 A000010 LEHMAN BROTHERS SECURITIES
022 B000010 13-2518466
022 C000010 17382
022 D000010 3364
023 C000000 1437844
023 D000000 389573
<PAGE> PAGE 8
077 A000000 Y
077 B000000 N
077 C000000 Y
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
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077 P000000 N
077 Q010000 Y
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077 Q030000 Y
078 000000 N
028 A010100 43289
028 A020100 0
028 A030100 0
028 A040100 56693
028 B010100 36677
028 B020100 0
028 B030100 0
028 B040100 50905
028 C010100 49291
028 C020100 0
028 C030100 0
028 C040100 60137
028 D010100 41397
028 D020100 0
028 D030100 0
028 D040100 69797
028 E010100 49712
028 E020100 0
028 E030100 0
028 E040100 45807
028 F010100 69477
028 F020100 0
028 F030100 0
028 F040100 83698
028 G010100 289843
028 G020100 0
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028 H000100 0
062 A000100 N
062 B000100 0.0
<PAGE> PAGE 9
062 C000100 0.0
062 D000100 0.0
062 E000100 0.0
062 F000100 0.0
062 G000100 0.0
062 H000100 0.0
062 I000100 0.0
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 0.0
062 N000100 0.0
062 O000100 0.0
062 P000100 0.0
062 Q000100 0.0
062 R000100 0.0
071 A000100 245885
071 B000100 334013
071 C000100 880020
071 D000100 55
072 A000100 6
072 B000100 305
072 C000100 1934
072 D000100 0
072 E000100 0
072 F000100 4433
072 G000100 0
072 H000100 0
072 I000100 1538
072 J000100 121
072 K000100 0
072 L000100 109
072 M000100 20
072 N000100 30
072 O000100 0
072 P000100 0
072 Q000100 0
072 R000100 23
072 S000100 11
072 T000100 0
072 U000100 0
072 V000100 0
072 W000100 61
072 X000100 6346
072 Y000100 0
072 Z000100 -4107
072AA000100 30994
072BB000100 0
072CC010100 0
072CC020100 51373
072DD010100 0
<PAGE> PAGE 10
072DD020100 0
072EE000100 78147
073 A010100 0.0000
073 A020100 0.0000
073 B000100 3.8800
073 C000100 0.0000
074 A000100 1
074 B000100 0
074 C000100 9963
074 D000100 2131
074 E000100 5787
074 F000100 846307
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 527
074 K000100 0
074 L000100 2800
074 M000100 5
074 N000100 867521
074 O000100 1468
074 P000100 724
074 Q000100 0
074 R010100 0
074 R020100 0
074 R030100 0
074 R040100 5867
074 S000100 0
074 T000100 859462
074 U010100 22294
074 U020100 0
074 V010100 38.55
074 V020100 0.00
074 W000100 0.0000
074 X000100 82433
074 Y000100 0
075 A000100 0
075 B000100 899355
076 000100 0.00
SIGNATURE THOMAS F. MCDONOUGH
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Development Fund Semi-Annual Report for the period ended
12/31/97 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
<NUMBER>1
<NAME>Scudder Development Fund
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 545,657,961
<INVESTMENTS-AT-VALUE> 864,188,663
<RECEIVABLES> 3,327,279
<ASSETS-OTHER> 5,480
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 867,521,422
<PAYABLE-FOR-SECURITIES> 1,468,162
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,591,699
<TOTAL-LIABILITIES> 8,059,861
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 530,665,850
<SHARES-COMMON-STOCK> 22,293,636
<SHARES-COMMON-PRIOR> 22,081,273
<ACCUMULATED-NII-CURRENT> (4,106,766)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,374,703
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 318,527,774
<NET-ASSETS> 859,461,561
<DIVIDEND-INCOME> 1,933,896
<INTEREST-INCOME> 305,375
<OTHER-INCOME> 0
<EXPENSES-NET> (6,346,037)
<NET-INVESTMENT-INCOME> (4,106,766)
<REALIZED-GAINS-CURRENT> 30,993,599
<APPREC-INCREASE-CURRENT> 51,372,540
<NET-CHANGE-FROM-OPS> 78,259,373
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (78,146,533)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,873,162
<NUMBER-OF-SHARES-REDEEMED> (8,664,517)
<SHARES-REINVESTED> 2,003,718
<NET-CHANGE-IN-ASSETS> (2,102,578)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 61,527,637
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,432,925
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,346,037
<AVERAGE-NET-ASSETS> 899,355,244
<PER-SHARE-NAV-BEGIN> 39.02
<PER-SHARE-NII> (0.19)
<PER-SHARE-GAIN-APPREC> 3.60
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (3.88)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 38.55
<EXPENSE-RATIO> 1.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Shareholder Meeting Results
A Special Meeting of Shareholders (the "Meeting") of Scudder Development Fund
(the "Fund") was held on October 27, 1997, at the office of Scudder Kemper
Investments, Inc. (formerly Scudder, Stevens & Clark, Inc.), 345 Park Avenue (at
51st Street), New York, New York 10154. At the Meeting, as adjourned and
reconvened, the following matters were voted upon by the shareholders (the
resulting votes for each matter are presented below). With regard to certain
proposals, it was recommended that the Meeting be reconvened in order to provide
shareholders with an additional opportunity to return their proxies. The date of
the reconvened meeting at which the matters were decided is noted after the
proposed matter.
1. To elect Trustees.
Number of Votes:
----------------
Trustee For Withheld
------- --- --------
Paul Bancroft III 10,805,186 399,599
Sheryle J. Bolton 10,807,981 396,804
William T. Burgin 10,810,240 394,545
Thomas J. Devine 10,804,484 400,301
Keith R. Fox 10,810,952 393,833
William H. Luers 10,803,961 400,824
Wilson Nolen 10,804,678 400,107
Daniel Pierce 10,810,516 394,269
Kathryn L. Quirk 10,791,800 412,985
2. To approve the new Investment Management Agreement between the Fund and
Scudder Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
10,587,382 367,680 249,723 650,439
3. To approve the Board's discretionary authority to convert the Fund to a
master/feeder fund structure through a sale or transfer of assets or
otherwise. (Approved on December 2, 1997.)
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
11,099,268 793,451 451,902 468,781
<PAGE>
4. To approve certain amendments to the Declaration of Trust. Sufficient
proxies had not been received by December 2, 1997 to approve the
amendments to the Declaration of Trust. Management has determined not to
continue to seek shareholder approval for this item.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
11,193,851 708,915 441,855 468,781
5. To approve the revision of certain fundamental investment policies.
<TABLE>
<CAPTION>
Number of Votes:
----------------
Broker
Fundamental Policies For Against Abstain Non-Votes*
-------------------- --- ------- ------- ----------
<S> <C> <C> <C> <C>
5.1 Diversification 9,561,608 571,330 421,408 650,439
5.2 Borrowing 9,519,183 615,109 420,054 650,439
5.3 Senior securities 9,561,165 573,661 419,520 650,439
5.4 Concentration 9,557,278 579,012 418,056 650,439
5.5 Underwriting of securities 9,567,950 568,579 417,817 650,439
5.6 Investment in real estate 9,562,068 521,790 470,488 650,439
5.7 Purchase of physical 9,555,853 524,815 473,678 650,439
commodities
5.8 Lending 9,554,848 523,040 476,458 650,439
</TABLE>
6. To ratify the selection of Coopers & Lybrand L.L.P. as the Fund's independent
accountants.
Number of Votes:
----------------
For Against Abstain
--- ------- -------
10,751,818 171,329 281,638
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
Scudder Securities Trust
345 Park Avenue
New York, New York 10154
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Scudder Development Fund
Ladies and Gentlemen:
Scudder Securities Trust (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an investment company.
Pursuant to the Trust's Declaration of Trust, as amended from time-to-time (the
"Declaration"), the Board of Trustees has divided the Trust's shares of
beneficial interest, par value $0.01 per share, (the "Shares") into separate
series, or funds, including Scudder Development Fund (the "Fund"). Series may be
abolished and dissolved, and additional series established, from time to time by
action of the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the sole
investment manager of the Fund and to provide certain other services, as more
fully set forth below, and you have indicated that you are willing to act as
such investment manager and to perform such services under the terms and
conditions hereinafter set forth.
Accordingly, the Trust on behalf of the Fund agrees with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner and in accordance
with the investment objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and Statement of Additional
Information (the "SAI") relating to the Fund included in the Trust's
Registration Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment Company Act of
1940, as amended, (the "1940 Act") and the Securities Act of 1933, as amended.
Copies of the documents referred to in the preceding sentence have been
furnished to you by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following additional
documents related to the Trust and the Fund:
(a) The Declaration dated December 21, 1987, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the shareholders of the Fund
selecting you as investment manager and approving the form of this
Agreement.
<PAGE>
(d) Establishment and Designation of Series of Shares of Beneficial Interest
dated July 13, 1975 relating to the Fund.
The Trust will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of
the rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Trust a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Trust's name
(the "Fund Name"), and (ii) the Scudder Marks in connection with the Trust's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Trust,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Trust agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Trust's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Trust shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Trust further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Trust rendered during the one-year period preceding
the date of this Agreement are acceptable. At your reasonable request, the Trust
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Trust as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Trust, or you no longer are a
licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon
as, it lawfully can) cease to use the Fund Name or any other name indicating
that it is advised by, managed by or otherwise connected with you (or any
organization which shall have succeeded to your business as investment manager)
or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any
other name or mark confusingly similar thereto (including, but not limited to,
any name or mark that includes the name "Scudder") if this Agreement or any
other investment advisory agreement between you (or your successor) and the Fund
is terminated.
3. Portfolio Management Services. As manager of the assets of the Fund,
you shall provide continuing investment management of the assets of the Fund in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable efforts to manage
the Fund so that it will qualify as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder. The Fund shall have
the benefit of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-range investment
policy generally available to your investment advisory clients. In managing the
Fund in accordance with the requirements set forth in this section 3, you shall
be entitled to receive and act upon advice of counsel to the Trust or counsel to
you. You shall also make available to the Trust promptly upon request all of the
Fund's investment records and ledgers as are necessary to assist the Trust in
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complying with the requirements of the 1940 Act and other applicable laws. To
the extent required by law, you shall furnish to regulatory authorities having
the requisite authority any information or reports in connection with the
services provided pursuant to this Agreement which may be requested in order to
ascertain whether the operations of the Trust are being conducted in a manner
consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other contracts relating
to investments to be purchased, sold or entered into by the Fund and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Fund policies as expressed in the Registration Statement. You shall determine
what portion of the Fund's portfolio shall be invested in securities and other
assets and what portion, if any, should be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic reports on
the investment performance of the Fund and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Trust's officers or Board of Trustees shall
reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Fund such office space and facilities in the United States as the
Fund may require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Trust administrative services
on behalf of the Fund necessary for operating as an open-end investment company
and not provided by persons not parties to this Agreement including, but not
limited to, preparing reports to and meeting materials for the Trust's Board of
Trustees and reports and notices to Fund shareholders; supervising, negotiating
contractual arrangements with, to the extent appropriate, and monitoring the
performance of, accounting agents, custodians, depositories, transfer agents and
pricing agents, accountants, attorneys, printers, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be necessary or
desirable to Fund operations; preparing and making filings with the Securities
and Exchange Commission (the "SEC") and other regulatory and self-regulatory
organizations, including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration Statement, semi-annual
reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;
overseeing the tabulation of proxies by the Fund's transfer agent; assisting in
the preparation and filing of the Fund's federal, state and local tax returns;
preparing and filing the Fund's federal excise tax return pursuant to Section
4982 of the Code; providing assistance with investor and public relations
matters; monitoring the valuation of portfolio securities and the calculation of
net asset value; monitoring the registration of Shares of the Fund under
applicable federal and state securities laws; maintaining or causing to be
maintained for the Fund all books, records and reports and any other information
required under the 1940 Act, to the extent that such books, records and reports
and other information are not maintained by the Fund's custodian or other agents
of the Fund; assisting in establishing the accounting policies of the Fund;
assisting in the resolution of accounting issues that may arise with respect to
the Fund's operations and consulting with the Fund's independent accountants,
legal counsel and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets; reviewing the
Fund's bills; processing the payment of bills that have been approved by an
authorized person; assisting the Fund in determining the amount of dividends and
distributions available to be paid by the Fund to its shareholders, preparing
and arranging for the printing of dividend notices to shareholders, and
providing the transfer and dividend paying agent, the custodian, and the
accounting agent with such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise assisting the Trust as
it may reasonably request in the conduct of the Fund's business, subject to the
direction and control of the Trust's Board of Trustees. Nothing in this
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Agreement shall be deemed to shift to you or to diminish the obligations of any
agent of the Fund or any other person not a party to this Agreement which is
obligated to provide services to the Fund.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Trust (including the Fund's
share of payroll taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of your directors,
officers and employees as may duly be elected officers of the Trust, subject to
their individual consent to serve and to any limitations imposed by law. You
shall provide at your expense the portfolio management services described in
section 3 hereof and the administrative services described in section 4 hereof.
You shall not be required to pay any expenses of the Fund other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Fund's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund: organization
expenses of the Fund (including out-of-pocket expenses, but not including your
overhead or employee costs); fees payable to you and to any other Fund advisors
or consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Fund's custodian or
other agents of the Trust; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment company trade
organizations; fees and expenses of the Fund's accounting agent, custodians,
subcustodians, transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates and, except as provided below in this section 5, other expenses in
connection with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to investor and
public relations; expenses and fees of registering or qualifying Shares of the
Fund for sale; interest charges, bond premiums and other insurance expense;
freight, insurance and other charges in connection with the shipment of the
Fund's portfolio securities; the compensation and all expenses (specifically
including travel expenses relating to Trust business) of Trustees, officers and
employees of the Trust who are not affiliated persons of you; brokerage
commissions or other costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of printing and distributing reports, notices and
dividends to shareholders; expenses of printing and mailing Prospectuses and
SAIs of the Fund and supplements thereto; costs of stationery; any litigation
expenses; indemnification of Trustees and officers of the Trust; costs of
shareholders' and other meetings; and travel expenses (or an appropriate portion
thereof) of Trustees and officers of the Trust who are directors, officers or
employees of you to the extent that such expenses relate to attendance at
meetings of the Board of Trustees of the Trust or any committees thereof or
advisors thereto held outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Fund if and to the extent
that (i) such expenses are required to be borne by a principal underwriter which
acts as the distributor of the Fund's Shares pursuant to an underwriting
agreement which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in
conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some
other party) shall assume some or all of such expenses. You shall be required to
pay such of the foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or are not
permitted to be paid by the Fund (or some other party) pursuant to such a plan.
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6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Trust on behalf of the Fund shall pay you in United States Dollars on the last
day of each month the unpaid balance of a fee equal to the excess of 1/12 of
1.00 percent of the average daily net assets as defined below of the Fund for
such month; provided that, for any calendar month during which the average of
such values exceeds $500 million, the fee payable for that month based on the
portion of the average of such values in excess of $500 million shall be 1/12 of
0.95 of 1 percent of such portion; and provided that, for any calendar month
during which the average of such values exceeds $1 billion the fee payable for
that month based on the portion of the average of such values in excess of $1
billion shall be 1/12 of 0.90 of 1 percent of such portion; over any
compensation waived by you from time to time. You shall be entitled to receive
during any month such interim payments of your fee hereunder as you shall
request, provided that no such payment shall exceed 75 percent of the amount of
your fee then accrued on the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average of
the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on
each day on which the net asset value of the Fund is determined consistent with
the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully
determines the value of its net assets as of some other time on each business
day, as of such time. The value of the net assets of the Fund shall always be
determined pursuant to the applicable provisions of the Declaration and the
Registration Statement. If the determination of net asset value does not take
place for any particular day, then for the purposes of this section 6, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of its net assets as of 4:00 p.m. (New York time), or as of such other time as
the value of the net assets of the Fund's portfolio may be lawfully determined
on that day. If the Fund determines the value of the net assets of its portfolio
more than once on any day, then the last such determination thereof on that day
shall be deemed to be the sole determination thereof on that day for the
purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Fund's expenses, as if
such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Fund, neither you nor any of your directors, officers or
employees shall act as a principal or agent or receive any commission. You or
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund policies as expressed
in the Registration Statement. If any occasion should arise in which you give
any advice to clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way on behalf of
the Fund.
Your services to the Fund pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Trust. Whenever the
Fund and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
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securities shall be allocated in a manner believed by the Manager to be
equitable. The Fund recognizes that in some cases this procedure may adversely
affect the size of the position that may be acquired or disposed of for the
Fund.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Trust agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Trust, the Fund or its shareholders to which you would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Fund shall be deemed, when
acting within the scope of his or her employment by the Fund, to be acting in
such employment solely for the Fund and not as your employee or agent.
9. Duration and Termination of This Agreement. This Agreement shall
remain in force until September 30, 19__, and continue in force from year to
year thereafter, but only so long as such continuance is specifically approved
at least annually (a) by the vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Trustees of the Trust, or by the vote of a majority of the
outstanding voting securities of the Fund. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Fund or by the Trust's Board of Trustees on 60 days'
written notice to you, or by you on 60 days' written notice to the Trust. This
Agreement shall terminate automatically in the event of its assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of
which, together with all amendments thereto, is on file in the Office of the
Secretary 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 Trustee, officer, employee or agent of the Trust, shall be subject to
claims against or obligations of the Trust or of the Fund to any extent
whatsoever, but that the Trust estate only shall be liable.
You are hereby expressly put on notice of the limitation of liability
as set forth in the Declaration and you agree that the obligations assumed by
the Trust on behalf of the Fund pursuant to this Agreement shall be limited in
all cases to the Fund and its assets, and you shall not seek satisfaction of any
such obligation from the shareholders or any shareholder of the Fund or any
other series of the Trust, or from any Trustee, officer, employee or agent of
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the Trust. You understand that the rights and obligations of each Fund, or
series, under the Declaration are separate and distinct from those of any and
all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Fund to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on behalf of the
Fund.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER SECURITIES TRUST, on behalf of
Scudder Development Fund
By: ______________________________
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: ______________________________
Managing Director
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