As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31796
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / 1 / Post-Effective Amendment No. /____/
VALUE EQUITY TRUST
(Exact Name of Registrant as Specified in Charter)
Two International Place
Boston, MA 02110-4103
(Address of Principal Executive Offices) (Zip Code)
John Millette
Scudder Kemper Investments, Inc.
Two International Place
Boston, MA 02110-4103
(Name and Address of Agent for Service)
(617) 295-1000
(Registrant's Area Code and Telephone Number)
with copies to:
Caroline Pearson, Esq. Sheldon A. Jones, Esq.
Scudder Kemper Investments, Inc. Dechert Price & Rhoads
Two International Place Ten Post Office Square - South
Boston, MA 02110-4103 Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared effective.
Title of Securities Being Registered:
Shares of Beneficial Interest ($.01 par value)
of Scudder Select 500 Fund, a series of the Registrant
<PAGE>
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus is incorporated
by reference to Part A of the Registrant's Registration Statement on Form N-14
filed with the Commission on March 6, 2000.
Part B: Statement of Additional Information is incorporated by reference to Part
B of the Registrant's Registration Statement on Form N-14 filed with the
Commission on March 6, 2000.
<PAGE>
PART C. OTHER INFORMATION
Item 15. Indemnification.
A policy of insurance covering Scudder Kemper Investments,
Inc., its subsidiaries including Scudder Investor Services,
Inc., and all of the registered investment companies advised
by Scudder Kemper Investments, Inc. insures the Registrant's
trustees and officers and others against liability arising by
reason of an alleged breach of duty caused by any negligent
act, error or accidental omission in the scope of their
duties.
Article IV, Sections 4.1 - 4.3 of the Registrant's Declaration
of Trust provide as follows:
Section 4.1. No Personal Liability of Shareholders, Trustees,
etc. No Shareholder shall be subject to any personal liability
whatsoever to any Person in connection with Trust Property or
the acts, obligations or affairs of the Trust. No Trustee,
officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than to
the Trust or its Shareholders, in connection with Trust
Property or the affairs of the Trust, save only that arising
from bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties with respect to such Person;
and all such Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising in connection
with the affairs of the Trust. If any Shareholder, Trustee,
officer, employee, or agent, as such, of the Trust, is made a
party to any suit or proceeding to enforce any such liability
of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each
Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by
reason of his being or having been a Shareholder, and shall
reimburse such Shareholder for all legal and other expenses
reasonably incurred by him in connection with any such claim
or liability. The indemnification and reimbursement required
by the preceding sentence shall be made only out of the assets
of the one or more Series of which the Shareholder who is
entitled to indemnification or reimbursement was a Shareholder
at the time the act or event occurred which gave rise to the
claim against or liability of said Shareholder. The rights
accruing to a Shareholder under this Section 4.1 shall not
impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even though not
specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee,
officer, employee or agent of the Trust shall be liable to the
Trust, its Shareholders, or to any Shareholder, Trustee,
officer, employee, or agent thereof for any action or failure
to act (including without limitation the failure to compel in
any way any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful misfeasance,
gross negligence or reckless disregard of the duties involved
in the conduct of his office.
Section 4.3. Mandatory Indemnification.
(a) Subject to the exceptions and limitations contained in
paragraph (b) below:
(i) every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to the
fullest extent permitted by law against all liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other,
including appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
(i) against any liability to the Trust, a Series
thereof, or the Shareholders by reason of a final adjudication
by a court or other body before which a proceeding was brought
that he engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office;
(ii) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good faith
in the reasonable belief that his action was in the best
interest of the Trust;
(iii) in the event of a settlement or other
disposition not involving a final adjudication as provided in
paragraph (b)(i) or (b)(ii) resulting in a payment by a
Trustee or officer, unless there has been a determination that
such Trustee or officer did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving
the settlement or other disposition; or
(B) based upon a review of readily available
facts (as opposed to a full trial-type inquiry) by
(x) vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal
counsel.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust,
shall be severable, shall not affect any other rights
to which any Trustee or officer may now or hereafter
be entitled, shall continue as to a person who has
ceased to be such Trustee or officer and shall insure
to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing
contained herein shall affect any rights to
indemnification to which personnel of the Trust other
than Trustees and officers may be entitled by
contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense
to any claim, action, suit or proceeding of the
character described in paragraph (a) of this Section
4.3 may be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by
or on behalf of the recipient to repay such amount if
it is ultimately determined that he is not entitled
to indemnification under this Section 4.3, provided
that either:
(i) such undertaking is secured by a surety bond or
some other appropriate security provided by the recipient, or
the Trust shall be insured against losses arising out of any
such advances; or
(ii) a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the Disinterested
Trustees act on the matter) or an independent legal counsel in
a written opinion shall determine, based upon a review of
readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Disinterested
Trustee" is one who is not (i) an "Interested Person" of the
Trust (including anyone who has been exempted from being an
"Interested Person" by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or
proceeding.
Item 16. Exhibits.
(1) (a)(1) Amended and Restated Declaration of Trust dated March 17,
1988. Incorporated by reference to Post-Effective Amendment
No. 25 to the Registrant's Registration Statement on Form
N-1A, as amended (the "Registration Statement").
(a)(2) Establishment and Designation of Series dated December 15,
1986. (Incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(a)(3) Amended Establishment and Designation of Series dated May 4,
1987. (Incorporated by reference to Exhibit 1(c) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(a)(4) Certificate of Amendment dated December 13, 1990.
(Incorporated by reference to Exhibit 1(d) to Post-Effective
Amendment No. 25 to the Registration Statement.)
(a)(5) Establishment and Designation of Series dated October 6,
1992. (Incorporated by reference to Exhibit 1(e) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(a)(6) Redesignation of Series by the Registrant on behalf of
Scudder Capital Growth Fund, dated December 2, 1996.
(Incorporated by reference to Exhibit 1(f) to Post-Effective
Amendment No. 25 to the Registration Statement.)
(a)(7) Establishment and Designation of Classes of Shares of
Beneficial Interest, $0.01 Par Value, Kemper A, B & C
Shares, and Scudder Shares. (Incorporated by reference to
Post-Effective Amendment No. 30 to the Registration
Statement.)
(a)(8) Redesignation of Series, Scudder Value Fund to Value Fund.
(Incorporated by reference to Post-Effective Amendment No.
30 to the Registration Statement.)
(2) (b)(1) By-Laws as of October 16, 1985. (Incorporated by reference
to Exhibit 2(a) to Post-Effective Amendment No. 25 to the
Registration Statement.)
(b)(2) 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. 25 to the Registration
Statement.)
(b)(3) Amendment to the Registrant's By-Laws dated December 12,
1991. (Incorporated by reference to Exhibit 2(c) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(b)(4) Amendment to the Registrant's By-Laws dated September 17,
1992. (Incorporated by reference to the Exhibit 2(d) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(3) Inapplicable.
(4) Agreement and Plan of Reorganization is incorporated by
reference to Exhibit A to Part A of the Registrant's
Registration Statement on Form N-14 filed with the
Securities and Exchange Commission on March 6, 2000.
(5) Inapplicable.
(6) (d)(1) Investment Management Agreement between the Registrant, on
behalf of Scudder Large Company Value Fund, and Scudder
Kemper Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No.
30 to the Registration Statement.)
(d)(2) Investment Management Agreement between the Registrant, on
behalf of Value Fund, and Scudder Kemper Investment, Inc.
dated September 7, 1998. (Incorporated by reference to
Post-Effective Amendment No. 30 to the Registration
Statement.)
(d)(3) Investment Management Agreement between the Registrant on
behalf of Scudder Select 500 Fund and Scudder Kemper
Investments, Inc., dated March 31, 1999. (Incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement.)
(d)(4) Investment Management Agreement between the Registrant on
behalf of Scudder Select 1000 Growth Fund and Scudder Kemper
Investments, Inc., dated March 31, 1999. (Incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement.)
(7) (e)(1) Underwriting and Distribution Services Agreement between the
Registrant, on behalf of Value Fund, and Kemper
Distributors, Inc. dated September 7, 1998. (Incorporated by
reference to Post-Effective Amendment No. 30 to the
Registration Statement.)
(e)(2) Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No.
30 to the Registration Statement.)
(e)(3) Amendment dated September 30, 1999 to the Underwriting and
Distribution Services Agreement between the Registrant, on
behalf of Value Fund, and Kemper Distributors, Inc.
(Incorporated by reference to Post-Effective Amendment No.
35 to the Registration Statement.)
(e)(4) Form of Amendment dated December 7, 1999 to the Underwriting
and Distribution Services Agreement between the Registrant,
on behalf of Value Fund, and Kemper Distributors, Inc.
Filed herein.
(8) Inapplicable.
(9) (g)(1) Custodian Agreement between the Registrant and State Street
Bank and Trust Company ("State Street Bank") dated October
1, 1982. (Incorporated by reference to Exhibit 8(a)(1) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(g)(1)(a) Fee schedule for Exhibit (g)(1). (Incorporated by reference
to Exhibit 8(a)(2) to Post-Effective Amendment No. 25 to the
Registration Statement.)
(g)(2) Amendment to Custodian Contract dated March 31, 1986.
(Incorporated by reference to Exhibit 8(a)(3) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(g)(3) Amendment to Custodian Contract dated October 1, 1982.
(Incorporated by reference to Exhibit 8(a)(4)to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(g)(4) Amendment to Custodian Contract dated September 16, 1988.
(Incorporated by reference to Exhibit 8(a)(5) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(g)(5) Amendment to Custodian Contract dated December 13, 1990.
(Incorporated by reference to Exhibit 8(a)(6) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(g)(5)(a) Fee schedule for Exhibit (g)(5) dated August 1, 1994.
(Incorporated by reference to Exhibit 8(a)(7) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(g)(6) Amendment to Custodian Contract dated March 1, 1999.
(Incorporated by reference to Post-Effective Amendment No.
35 to the Registration Statement.)
(g)(6)(a) Form of Fee schedule for Exhibit (g)(6). (Incorporated by
reference to Post-Effective Amendment No. 35 to the
Registration Statement.)
(g)(7) Agency Agreement between State Street Bank and Trust Company
and The Bank of New York, London office dated January 1,
1979. (Incorporated by reference to Exhibit (b)(1) to Post-
Effective Amendment No. 25 to the Registration Statement.)
(g)(8) Subcustodian Agreement between State Street Bank and the
Chase Manhattan Bank, N.A. dated September 1, 1986.
(Incorporated by reference to Exhibit 8(c)(1) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(10) (a) Mutual Funds Multi-Distribution System Plan, Rule 18f-3
Plan. (Incorporated by reference to Exhibit 18 to
Post-Effective Amendment No. 29 to the Registration
Statement.)
(b) Value Equity Trust Plan with respect to Scudder Select 500
Fund pursuant to Rule 18f-3 under the Investment Company Act
of 1940 dated March 14, 2000, filed herewith.
(11) Opinion and Consent of Dechert Price & Rhoads is
incorporated by reference to Exhibit 11 to the Registrant's
Registration Statement on Form N-14 filed with the
Securities and Exchange Commission on March 6, 2000.
(12) Opinion of Willkie Farr & Gallagher to be filed by
post-effective amendment.
(13) (h)(1) Transfer Agency and Service Agreement between the Registrant
and Scudder Service Corporation dated October 2, 1989.
(Incorporated by reference to Exhibit 9(a)(1) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(h)(1)(a) Fee schedule for Exhibit (h)(1). (Incorporated by reference
to Exhibit 9(a)(2) to Post Effective Amendment No. 25 to the
Registration Statement.)
(h)(1)(b) Form of revised fee schedule for Exhibit (h)(1).
(Incorporated by reference to Exhibit 9(a)(3) to
Post-Effective Amendment No. 23 to the Registration
Statement.)
(h)(2) Transfer Agency Fee Schedule between the Registrant and
Kemper Service Company on behalf of Scudder Value Fund dated
January 1, 1999. (Incorporated by reference to
Post-Effective Amendment No. 35 to the Registration
Statement.)
(h)(3) Agency Agreement between the Registrant on behalf of Value
Fund and Kemper Service Company dated April 16, 1998.
(Incorporated by reference to Post-Effective No. 30 to the
Registration Statement.)
(h)(4) Amendment No. 1 dated September 30, 1999 to the Agency
Agreement between the Registrant, on behalf of Value Fund,
and Kemper Service Company. (Incorporated by reference to
Post-Effective Amendment No. 35 to the Registration
Statement.)
(h)(5) COMPASS Service Agreement between Scudder Trust Company and
the Registrant dated October 1, 1995. (Incorporated by
reference to Exhibit 9(b)(3)to Post-Effective Amendment No.
24 to this Registration Statement.)
(h)(6) Shareholder Services Agreement between the Registrant and
Charles Schwab & Co., Inc. dated June 1, 1990. (Incorporated
by reference to Exhibit 9(c) to Post-Effective Amendment No.
25 to the Registration Statement.)
(h)(7) Service Agreement between Copeland Associates, Inc. and
Scudder Service Corporation, on behalf of Scudder Equity
Trust, dated June 8, 1995. (Incorporated by reference to
Exhibit 9(c)(1) to Post-Effective Amendment No. 23 to this
Registration Statement.)
(h)(8) Fund Accounting Services Agreement between the Registrant,
on behalf of Scudder Capital Growth Fund, and Scudder Fund
Accounting Corporation dated October 19, 1994.
(Incorporated by reference to Exhibit 9(e)(1) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(h)(9) Fund Accounting Services Agreement between the Registrant,
on behalf of Scudder Value Fund, and Scudder Fund Accounting
Corporation dated October 24, 1994.
(Incorporated by reference to Exhibit 9(e)(2) to
Post-Effective Amendment No. 25 to the Registration
Statement.)
(h)(10) Amendment No. 1 dated September 30, 1999 to the Fund
Accounting Service Agreement between the Registrant, on
behalf of Value Fund, and Scudder Fund Accounting
Corporation. (Incorporated by reference to Post-Effective
Amendment No. 35 to the Registration Statement.)
(h)(11) Special Servicing Agreement dated November 15, 1996 between
Scudder Pathway Series and the Registrant, on behalf of
Scudder Capital Growth Fund and Scudder Value Fund.
(Incorporated by reference to Exhibit 9(f) to Post-Effective
Amendment No. 25 to the Registration Statement.)
(h)(12) Administrative Services Agreement between the Registrant and
Kemper Distributors, Inc. dated April 1998.
(Incorporated by reference to Post-Effective Amendment No.
30 to the Registration Statement.)
(h)(12)(a)Amendment No. 1 dated September 14, 1999 to the
Administrative Services Agreement between the Registrant on
behalf of Value Fund and Kemper Distributors, Inc.
(Incorporated by reference to Post-Effective Amendment No.
35 to the Registration Statement.)
(h)(13) Fund Accounting Services Agreement between the Registrant,
on behalf of Scudder Select 500 Fund, and Scudder Fund
Accounting Corporation dated March 31, 1999.
(Incorporated by reference to Post-Effective Amendment No.
33 to the Registration Statement.)
(h)(14) Fund Accounting Services Agreement between the Registrant,
on behalf of Scudder Select 1000 Growth Fund, and Scudder
Fund Accounting Corporation dated March 31, 1999.
(Incorporated by reference to Post-Effective Amendment No.
33 to the Registration Statement.)
(h)(15) License Agreement between the Registrant, on behalf of
Scudder Select 500 Fund, and Standard & Poor's Corporation,
dated March 31, 1999. (Incorporated by reference to
Post-Effective Amendment No. 34 to the Registration
Statement.)
(h)(16) Research License Agreement between the Registrant, on behalf
of Scudder Select 1000 Growth Fund, and Frank Russell
Company dated March 31, 1999. (Incorporated by reference to
Post-Effective Amendment No. 34 to the Registration
Statement.)
(14) Consents of PricewaterhouseCoopers LLP are incorporated by
reference to Exhibit 14 to the Registrant's Registration
Statement on Form N-14 filed with the Securities and
Exchange Commission on March 6, 2000.
(15) Inapplicable.
(16) Powers of Attorney are incorporated by reference to Exhibit
16 to the Registrant's Registration Statement on Form N-14
filed with the Securities and Exchange Commission on March
6, 2000.
(17) Revised Form of Proxy filed herein.
Item 17. Undertakings.
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act [17 CFR 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for C-8 350 reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
(3) The undersigned registrant undertakes to file, by post-effective
amendment, an opinion of counsel supporting the tax consequences of
the proposed reorganization within a reasonable time after receipt of
such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Value Equity Trust has duly caused this
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 29th day of March, 2000.
VALUE EQUITY TRUST
By: /s/ Linda C. Coughlin
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Linda C. Coughlin President March 29, 2000
- ---------------------
Linda C. Coughlin
/s/ Sheryle J. Bolton* Trustee March 29, 2000
- ----------------------
Sheryle J. Bolton
/s/ William T. Burgin* Trustee March 29, 2000
- ----------------------
William T. Burgin
/s/ Keith R. Fox* Trustee March 29, 2000
- -----------------
Keith R. Fox
/s/ William H. Luers* Trustee March 29, 2000
- ---------------------
William H. Luers
/s/ Kathryn L. Quirk* Trustee, Vice President March 29, 2000
- --------------------- and Assistant Secretary
Kathryn L. Quirk
/s/ Joan E. Spero* Trustee March 29, 2000
- ------------------
Joan E. Spero
/s/ John R. Hebble Treasurer (Principal March 29, 2000
- ------------------ Financial and Accounting
John R. Hebble Officer)
*By: /s/ Sheldon A. Jones March 29, 2000
--------------------
Sheldon A. Jones
Attorney-in-fact
*Executed pursuant to powers of attorney filed with the Registrant's
Registration Statement on Form N-14 as filed with the Commission electronically
on March 6, 2000.
EXHIBIT 10(b)
VALUE EQUITY TRUST
(the "Fund")
PLAN WITH RESPECT TO
SCUDDER SELECT 500 FUND
PURSUANT TO RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940
The Plan
I. Introduction
As required by Rule 18f-3 under the Investment Company Act of 1940, as
amended ("1940 Act"), this Plan describes the multi-class system for the Fund
that will apply to shares of beneficial interest, $0.01 par value per share (the
"shares"), of Scudder Select 500 Fund (the "Series"), including the separate
class arrangements for shareholder and administrative services and the
distribution of shares, the method for allocating expenses, income, gain and
loss of the Fund among classes and any related exchange privileges and
conversion features applicable to the classes.
Upon the effective date of this Plan, the Fund elects to offer multiple
classes of shares of the Series, as described herein, pursuant to Rule 18f-3 and
this Plan.
II. The Multi-Class System
The Series may offer two classes of shares, Class S shares and AARP
shares. Shares of each class of each Series shall represent an equal pro rata
interest in the Series and, generally, shall have identical voting, dividend,
liquidation, and other rights, preferences, powers, restrictions, limitations,
qualifications and terms and conditions, except that: (a) each class shall have
a different designation; (b) each class of shares shall bear any Class Expenses,
as defined by Section A.2, below; (c) each class shall have exclusive voting
rights on any matter submitted to shareholders that relates solely to its
shareholder services, administrative services or distribution arrangements; (d)
each class shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class; (e) each class may have separate exchange privileges; (f) each
class of shares may have separate account size requirements; and (g) each class
may have different conversion features. In addition, the following provisions
shall apply to the classes authorized hereby.
A. Allocation of Income and Expenses
1. General.
The gross income, realized and unrealized capital gains and
losses and expenses (other than Class Expenses, as defined below) of the Series
shall be allocated to each share of the Series, on the basis of its net asset
value relative to the net asset value of the Series. Expenses to be so allocated
include a portion of the expenses of the Fund that are not attributable to the
Series, any class of the Series or any other series of the Fund ("Fund
Expenses"), and expenses of the Series not attributable to a particular class of
the Series ("Series Expenses"). Fund Expenses include, but are not limited to,
Trustees' fees, certain insurance costs and certain legal fees. Series Expenses
include, but are not limited to, certain filing fees (i.e. state filing fees
imposed on a Fund-wide basis and Securities and Exchange Commission registration
fees), custodial fees, advisory fees and other expenses relating to the
management of the Series' assets.
2. Class Expenses.
Expenses attributable to one or more particular classes, which
are allocated on the basis of the amount incurred on behalf of each class
("Class Expenses") may include: (a) transfer agent fees attributable to a
specific class, (b) printing and postage expenses related to preparing and
distributing material such as shareholder reports, prospectuses and proxy
materials to current Fund shareholders; (c) registration fees (other than those
set forth in subsection A.l above); (d) the expense of administrative personnel
and services as required to support the shareholders of a specific class; (e)
litigation or other legal expenses and audit or other accounting expenses
relating to a specific class; (f) Trustees' fees incurred as a result of issues
relating to a specific class; and (g) shareholder or Trustees' meeting costs
that relate to a specific class. All expenses described in this paragraph may be
allocated as Class Expenses, but only if the Fund's President and Treasurer have
determined, subject to the Board of Trustees' approval or ratification, which of
such categories of expenses will be treated as Class Expenses, consistent with
applicable legal principles under the 1940 Act and the Internal Revenue Code of
1986, as amended ("Code").
In the event that a particular expense is no longer reasonably
allocable by class or to a particular class, it shall be treated as a Fund
Expense or Series Expense, and in the event a Fund Expense or Series Expense
becomes allocable at a different level, including as a Class Expense, it shall
be so allocated, subject to compliance with Rule 18f-3 and to approval or
ratification by the Board of Trustees.
The initial determination of expenses that will be allocated
as Class Expenses and any subsequent changes thereto shall be reviewed by the
Board of Trustees and approved by such Board and by a majority of the Trustees
who are not "interested persons" of the Fund or Series, as defined in the 1940
Act (the "Independent Trustees"). Such expense allocation shall be set forth in
a schedule, as amended from time to time, by the Board of Trustees, including a
majority of the Independent Trustees, and shall form a part of this plan.
3. Waivers or Reimbursements of Expenses
Expenses may be waived or reimbursed by the Fund's investment
adviser, its principal underwriter, or any other provider of services to the
Series or the Fund without the prior approval of the Board of Trustees to the
extent such waiver or reimbursement does not jeopardize the Fund's status as a
"regulated investment company" under the Code.
B. Exchange Privileges
Shareholders of the Series may exchange shares of their class for
shares of a similar class of another fund in the Scudder family, at the relative
net asset values of the respective shares to be exchanged and with no sales
charge, subject to applicable law, and to the applicable requirements, if any,
as to minimum amount.
C. Board Review
1. Initial Approval
The Board of Trustees, including a majority of the Independent
Trustees, at a meeting held March 14, 2000, approved the Plan based on a
determination that the Plan, including the expense allocation, is in the best
interests of each class individually and of the Series and the Fund. Their
determination was based on their review of information furnished to them which
they deemed reasonably necessary and sufficient to evaluate the Plan.
2. Approval of Amendments
The Plan may not be amended materially unless the Board of
Trustees, including a majority of the Independent Trustees has found that the
proposed amendment, including any proposed related expense allocation, is in the
best interests of each class individually and of the Series and the Fund. Such
finding shall be based on information requested by, and furnished to, the Board
that the Board deems reasonably necessary to evaluate the proposed amendment.
3. Periodic Review
The Board shall review reports of expense allocations and such
other information as they request at such times, or pursuant to such schedule,
as they may determine is consistent with applicable legal requirements.
D. Contracts
Any Agreement related to the multi-class system shall require the
parties thereto to furnish to the Board of Trustees, upon their request, such
information as is reasonably necessary to permit the Trustees to evaluate the
plan or any proposed amendment.
E. Effective Date
The Plan, having been reviewed and approved by the Board of Trustees
and by a majority of the Independent Trustees as indicated in subsection C.l of
Section II of the Plan, shall take effect as of the implementation of the
multi-class system, except that allocation of Class Expenses shall not occur
until the effective date of the Fund's post-effective amendment to its
registration statement containing disclosure concerning the multi-class system.
F. Amendments
The Plan may not be amended to modify materially its terms unless such
amendment has been approved in the manner specified in subsection C.2 of Section
II of the Plan.
<PAGE>
Schedule to Multi-Distribution System Plan
Allocation of Class Expenses
AARP Shares
1. Transfer agent fees attributable to AARP Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of AARP Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for AARP Shares;
4. Litigation or other legal expenses relating solely to AARP Shares;
5. Trustees' fees incurred as a result of issues relating solely to AARP
Shares; and
6. The expense of holding meetings solely for holders of AARP Shares.
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
Class S Shares
1. Transfer agent fees attributable to Class S Shares;
2. Printing and postage expenses related to preparing and distributing
material such as shareholder reports, prospectuses and proxy materials
to current holders of Class S Shares;
3. Registration fees (other than State registration fees imposed on a
Fund-wide basis and Securities and Exchange Commission registration
Fees) for Class S Shares;
4. Litigation or other legal expenses relating solely to Class S Shares;
5. Trustees' fees incurred as a result of issues relating solely to Class
S Shares;
6. The expense of holding meetings solely for holders of Class S Shares;
and
7. Any expenses incurred as a result of being an Underlying Fund of
Scudder Pathway Series under the Special Servicing Agreement dated
November 15, 1996.
EXHIBIT 17
FORM OF PROXY
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/XXXXX
*** CONTROL NUMBER: xxx xxx xxx xxx xx *** Please fold and detach card at
perforation before mailing.
SCUDDER TAX MANAGED GROWTH FUND
PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 13, 2000
The undersigned hereby appoints John Millette, Kathryn L. Quirk and
John R. Hebble, and each of them, the proxies of the undersigned, with the power
of substitution to each of them, to vote all shares of the above-referenced fund
(the "Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper
Investments, Inc., Two International Place, Boston, MA 02110, on July 13, 2000,
at 3:00 p.m., Eastern time, and at any adjournments thereof.
PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
Dated ____________________________,2000
Please sign exactly as your name or
names appear. When signing as an
attorney, executor, administrator,
trustee or guardian, please give your
full title as such.
[Name]
[Address]
________________________________________
Signature(s) of Shareholder(s)
<PAGE>
YOUR VOTE IS IMPORTANT!
VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL FREE 1-888-221-0697 OR
LOG ON TO WWW.PROXYWEB.COM/xxxxx
Please fold and detach card at perforation before mailing.
All properly executed proxies will be voted as directed. If no
instructions are indicated on a properly executed proxy, the proxy will be voted
FOR approval of the proposals.
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD OF TRUSTEES
RECOMMENDS A VOTE FOR THE --- PROPOSALS.
Please vote by filling in the boxes below.
FOR all WITHHOLD
nominees authority to vote
listed for all nominees
(except as listed
noted in
space
provided)
PROPOSAL 1
To elect Trustees to hold office until
their respective successors have been ________ ________
duly elected and qualified or until
their earlier resignation or removal.
NOMINEES:
(01) Henry P. Becton, Jr. (02) Linda C.
Coughlin (03) Dawn-Marie Driscoll (04)
Edgar R. Fiedler (05) Keith R. Fox (06)
Joan Edelman Spero (07) Jean Gleason
Stromberg (08) Jean C. Tempel (09)
Steven Zaleznick
INSTRUCTION: To withhold authority to
vote for any individual nominee, write
the name(s) on the line immediately
below.
- ----------------------------------------
PROPOSAL 2 FOR AGAINST ABSTAIN
To approve an Agreement and Plan of
Reorganization for the Fund whereby all
or substantially all of the assets and
liabilities of the Fund would be ____ ____ ____
acquired by Scudder Select 500 Fund in
exchange for shares of the Class S
Shares class of Scudder Select 500 Fund.
PROPOSAL 3
To ratify the selection of
PricewaterhouseCoopers LLP as the Fund's
independent accountants for the current
fiscal year. The proxies are authorized
to vote in their discretion on any other ____ ____ ____
business which may properly come before
the meeting and any adjournments
thereof.
PLEASE SIGN ON REVERSE SIDE
