SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934 (Amendment No. )
Check the appropriate box:
[ X ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
THE FLEX-PARTNERS
(Name of Registrant as Specified in its Charter)
Payment of filing fee (Check the appropriate box):
[ X ] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.
(3) Filing Party
(4) Date Filed
<PAGE>
THE FLEX-PARTNERS'
CORE EQUITY FUND
6000 MEMORIAL DRIVE
DUBLIN, OHIO 43017
(800) 494-FLEX
INFORMATION STATEMENT
MAY __, 1998
TO THE SHAREHOLDERS:
The Flex-Partners is a family of mutual funds organized as a Massachusetts
business trust (the "Trust"). The Core Equity Fund (the "Fund"), a series of the
Trust, is a multi-managed, diversified open-end investment management company
known as a mutual fund. The Fund's objective is to seek capital growth by
investing primarily in a diversified portfolio of domestic common stocks with
greater than average growth characteristics selected primarily from the Standard
& Poor's 500 Composite Stock Price Index (the "S&P 500"). Neither the Trust nor
the Fund has an investment adviser because the Trust seeks to achieve the
investment objective of the Fund by investing all of its investable assets in
the Growth Stock Portfolio (the "Portfolio"), a corresponding open-end
management company having the same investment objective as the Fund. Assets of
the Portfolio representing each of the industry sectors of the S&P 500 are
managed by one or more sub-subadvisers.
On February 8, 1997, at a regular meeting of the Board of Trustees of the
Portfolio, the Trustees approved a new sub-subadvisory agreement for the
Portfolio, subject to the Fund and the Portfolio's receipt of a certain
exemptive order from the Securities and Exchange Commission ("SEC"). The
exemptive order was issued by the SEC on February 10, 1998 and permits the
Portfolio's subadviser to hire new sub-subadvisers and to make certain changes
to existing sub-subadvisory contracts with the approval of the Board of
Trustees, without obtaining shareholder approval. The new sub-subadvisory
agreement approved by the Board of Trustees was entered into among the
Portfolio; Sector Capital Management, L.L.C., the Portfolio's subadviser (the
"Subadviser"); and Alliance Capital Management L.P. ("Alliance"). Alliance
assumed investment advisory responsibility for the health sector of the
Portfolio on February 10, 1998.
On March 26, 1998, at a regular meeting of the Board of Trustees of the
Portfolio, the Trustees approved a new sub-subadvisory agreement for the
Portfolio. The new sub-subadvisory agreement approved by the Board of Trustees
was entered into among the Portfolio, the Subadviser, and Scudder Kemper
Investments, Inc. ("Scudder Kemper"). Scudder Kemper assumed investment advisory
responsibility for the finance sector of the Portfolio on March 26, 1998.
This information statement informs you of the circumstances surrounding the
Board's approval of each new sub-subadvisory agreement and provides you with an
overview of their terms.
By order of the Board
/s/ Donald F. Meeder
----------------------------
Secretary
THIS IS NOT A PROXY STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT
REQUESTED TO SEND US A PROXY.
<PAGE>
THE FLEX-PARTNERS'
CORE EQUITY FUND
6000 MEMORIAL DRIVE
DUBLIN, OHIO 43017
(800) 494-FLEX
INFORMATION STATEMENT
MAY __, 1998
GENERAL INFORMATION
This information statement is being furnished to the shareholders of the
Core Equity Fund in lieu of a proxy statement, pursuant to the terms of an
exemptive order the Fund and the Portfolio received from the SEC. The exemptive
order permits the Portfolio's subadviser to hire new sub-subadvisers and to make
certain changes to existing sub-subadvisory contracts with the approval of the
Board of Trustees, without obtaining shareholder approval.
The Trust is an open-end management investment company organized as a
Massachusetts business trust on June 22, 1992. The Trust's offices are at 6000
Memorial Drive, Dublin, Ohio 43017.
We are providing shareholders of the Fund as of May __, 1998 with the
information statement. This information statement relates to the approval by the
Trustees of two new sub-subadvisory agreements (the "Sub-subadvisory
Agreements"), one of which is dated February 10, 1998 among the Portfolio, the
Subadviser, and Alliance; and the other of which is dated March 26, 1998 among
the Portfolio, the Subadviser, and Scudder Kemper. Alliance assumed its
sub-subadvisory duties with respect to the Portfolio on February 10, 1998, and
Scudder Kemper assumed its sub-subadvisory duties with respect to the Portfolio
on March 26, 1998. The Trustees, including a majority of the Trustees who were
not parties to the Sub-subadvisory Agreements and were not interested persons of
those parties (as defined in the Investment Company Act of 1940), approved the
Sub-subadvisory Agreements on February 8, 1997 (Alliance) and March 26, 1998
(Scudder Kemper). The material terms of each new Sub-subadvisory Agreement are
substantially the same as those of the sub-subadvisory agreements entered into
with the Portfolio's other sub-subadvisers (each a "Sub-subadviser" and
collectively, the "Sub-subadvisers"). The sub-subadvisory agreements with the
Sub-subadvisers were last approved by the Trustees, on September 23, 1996, and
by the shareholders of the Fund on July 31, 1997. The form of the
Sub-subadvisory Agreements with Alliance and Scudder Kemper is set forth as
Exhibit A to this information statement.
The Fund will pay for the costs associated with preparing and distributing
this information statement, which will be mailed on or about May ____, 1998.
<PAGE>
THE MANAGER
R. Meeder & Associates, Inc. (the "Manager") was incorporated in Ohio in
1974 and maintains its principal offices at 6000 Memorial Drive, Dublin, Ohio
43017. The Manager serves the Portfolio pursuant to an Investment Advisory
Contract under the terms of which it has agreed to provide an investment program
within the limitations of the Portfolio's investment policies and restrictions,
and to furnish all executive, administrative, and clerical services required for
the transaction of Portfolio business, other than accounting services and
services that are provided by the Portfolio's custodian, transfer agent,
independent accountants, and legal counsel. As of March 31, 1998, the Manager
served as the investment adviser to six open-end investment companies with
aggregate assets of approximately $918.4 million.
THE SUBADVISER
Sector Capital Management, L.L.C. (the "Subadviser"), 5350 Poplar Avenue,
Suite 490, Memphis, Tennessee 38119, serves as the Portfolio's subadviser under
an investment subadvisory agreement among the Portfolio, the Manager and the
Subadviser. The Subadviser furnishes investment advisory services in connection
with the management of the Portfolio.
The Subadviser and the Portfolio have entered into a Sub-subadvisory
Agreement with each Sub-subadviser selected for the Portfolio. It is the
Subadviser's responsibility to select, subject to the review and approval of the
Board of Trustees, the Sub-subadvisers who have distinguished themselves by able
performance in respective areas of expertise in sector management and to review
their continued performance. Components of the Subadviser's selection process
include evaluating the investment strategy employed to produce favorable
results, evaluating such performance against a universe of sector benchmarks,
and meeting with selected investment managers to confirm the selection process.
In addition, it is the Subadviser's responsibility to categorize publicly traded
domestic stocks into a specific industry sector.
THE SUB-SUBADVISERS
Currently, the Subadviser has identified ten industry sectors for the S&P
500 and has selected a Sub-subadviser to manage each sector. Each Sub-subadviser
manages those assets of the Portfolio that are allocated to its industry
sector(s).
The Manager and the Subadviser have the ultimate responsibility for the
investment performance of the Portfolio due to the Manager's responsibility to
oversee the Subadviser and the Subadviser's responsibility to oversee the
Sub-subadvisers and recommend their hiring, termination and replacement.
THE ADMINISTRATOR
The Administrator of the Fund is Mutual Funds Service Co., 6000 Memorial
Drive, Dublin, Ohio 43017.
<PAGE>
THE UNDERWRITER
The Underwriter of the Fund is Adviser Dealer Services, Inc., 6000 Memorial
Drive, Dublin, Ohio 43017.
SHAREHOLDER REPORTS
The Trust's most recent annual report for the fiscal year ended December
31, 1997 has previously been sent to shareholders and may be obtained without
charge by writing the Trust at P.O. Box
7177, Dublin, Ohio 43017 or by calling (800) 494-3539.
SHAREHOLDINGS
As of March 31, 1998, the total net asset value of Class A Shares of the
Fund was approximately $408,000, and there were 28,600.176 shares of the Fund
outstanding. As of March 31, 1998, the total net asset value of Class C Shares
of the Fund was approximately $493,000, and there were 34,573.602 shares of the
Fund outstanding.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of April 1, 1998, the only persons known
by the Trust to be the beneficial owners of more than five percent of the
outstanding shares of the Fund:
TITLE NUMBER OF SHARES PERCENT
OF CLASS NAME & ADDRESS BENEFICIALLY OWNED OF CLASS
Class A William G. Kelley 10,563.657 36.9%
& Lois E. Kelley JTWROS
c/o R. Meeder & Associates, Inc.
P.O. Box 7177
Dublin, Ohio 43017
Class A Morgan Keegan & Co., Inc. c/f 2,102.578 7.4%
Lydia S. Teague
426 Kimberly Drive
Clarksville, Tennessee 37043
Class A Star Bank, N.A. Cincinnati c/f 8,050.789 28.1%
Robert S. Meeder, Sr.
c/o R. Meeder & Associates, Inc.
P.O. Box 7177
Dublin, Ohio 43017
Class C R. Meeder & Associates, Inc. 3,987.490 11.5%
Employee Salary Savings Plan
Robert S. Meeder, Jr., Trustee
P.O. Box 7177
Dublin, Ohio 43017
Class C Christopher L. Becker 1,753.005 5.1%
& Linda K. Becker
16319 Audobon Village Drive
Grover, Missouri 63040
Class C Star Bank N.A. Cincinnati c/f 1,784.582 5.2%
Francis L Dubose
769 Linlen Avenue
Mobile, Alabama 36609
Class C Julius E. Beard 1,920.320 5.6%
P.O. Box 74
Semmes, Alabama 36575
<PAGE>
OWNERSHIP OF MANAGEMENT
The following table sets forth, as of April 1, 1998, the beneficial
ownership of the Fund by each executive officer and trustee of the Trust who
owns shares and by all officers and directors as a group:
TITLE NUMBER OF SHARES PERCENT
OF CLASS NAME & ADDRESS BENEFICIALLY OWNED(1) OF CLASS
Class A Robert S. Meeder, Sr.* 8,050.789 28.1%
Class C Donald F. Meeder* 1,207.066(2) 3.5%
Class C Robert S. Meeder, Jr.* 7,322.313(2)(3) 21.2%
Class C Philip A. Voelker* 804.771 2.3%
Class C All trustees and officers as a group 9,334.150 27.0%
(16 in group)
* 6000 Memorial Drive, Dublin, Ohio 43017.
(1) Except as otherwise noted, none of the named individuals shares with another
person either voting or investment power as to the shares reported.
(2) Also includes 1,207.066 shares for Mr. Donald F. Meeder held in the R.
Meeder & Associates, Inc. Employer and Employee Savings Plan. Prior to the
distribution of Fund shares from this plan to the participants, voting power for
the shares allocated to the accounts of participants is held by Robert S.
Meeder, Jr, Robert D. Baker, Ruth A. Kirkpatrick, and Linda C. Moran, as
trustees of the plan.
(3) Includes 5,476.132 shares owned by the R. Meeder & Associates, Inc. Employer
and Employee Savings Plan, for which Robert S. Meeder, Jr. serves as a trustee.
NEW SUB-SUBADVISORY AGREEMENTS
On February 8, 1997, the Trustees, including a majority of the Trustees who
are not parties to the Sub-subadvisory Agreement with Alliance or interested
persons of such parties (as defined in the Investment Company Act), unanimously
approved the Sub-subadvisory Agreement with Alliance and the selection of
Alliance as a Sub-subadviser. On March 26, 1998, the Trustees, including a
majority of the Trustees who are not parties to the Sub-subadvisory Agreement
with Scudder Kemper or interested persons of such parties (as defined in the
Investment Company Act of 1940), unanimously approved the Sub-subadvisory
Agreement with Scudder Kemper and the selection of Scudder Kemper as a
Sub-subadviser.
<PAGE>
Each Sub-subadvisory Agreement contains substantially the same terms and
conditions as the sub-subadvisory agreements with the Portfolio's other
sub-subadvisers. See "Terms of Sub-subadvisory Agreements," below.
Section 15 of the Investment Company Act of 1940 requires that a majority
of the Portfolio's outstanding voting securities approve each Sub-subadvisory
Agreement. However, on February 10, 1998, the SEC issued an order granting the
Portfolio and the Manager exemptive relief from the requirements of Section 15.
According to the SEC's order, which is subject to a number of conditions, the
Subadviser may now enter into sub-subadvisory agreements on behalf of the
Portfolio without receiving prior shareholder approval. Thus, execution and
implementation of each Sub-subadvisory Agreement did not require shareholder
consent.
BOARD CONSIDERATION OF SUB-SUBADVISORY AGREEMENTS
At a regular meeting of the Board, at which all of the Trustees of the
Portfolio were in attendance, the Board of Trustees considered and unanimously
approved the Sub-subadvisory Agreement with Alliance on February 8, 1997,
subject to the Fund and the Portfolio's receipt of the SEC's exemptive order. At
a regular meeting of the Board, at which a majority of the Trustees of the
Portfolio were in attendance, the Board of Trustees considered and unanimously
approved the Sub-subadvisory Agreement with Scudder Kemper on March 26, 1998. In
considering approval of each Sub-subadvisory Agreement, the Trustees, including
the non-interested Trustees, considered whether approval of each Sub-subadvisory
Agreement was in the best interests of the Portfolio and the shareholders of the
Trust. At each meeting, the Trustees reviewed the provisions of the
Sub-subadvisory Agreements, including the services to be performed by the
Subadviser, Alliance and Scudder Kemper; the compensation to be paid by the
Manager to the Subadviser for these services; the compensation to be paid by the
Subadviser to Alliance and Scudder Kemper for their services; and the initial
term, renewal, termination, and other material provisions of each
Sub-subadvisory Agreement. The Board also considered the nature, quality and
extent of services expected to be provided to the Portfolio by Alliance and
Scudder Kemper, as well as their reputations in the asset management industry.
Based upon their review, the Trustees concluded that each Sub-subadvisory
Agreement was reasonable, fair, and in the best interests of the Portfolio and
the shareholders of the Trust, and that the fee provided in each Sub-subadvisory
Agreement was fair and reasonable. Accordingly, and after consideration of the
above factors and such other factors and information as they deemed relevant,
the Trustees, including the non-interested Trustees, unanimously approved each
Sub-subadvisory Agreement.
<PAGE>
INFORMATION CONCERNING ALLIANCE
Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, NY
10105, began managing the health sector of the Portfolio on February 10, 1998.
Alliance, a registered investment adviser, is an international investment
manager supervising client accounts with assets as of December 31, 1997 totaling
approximately $218.7 billion. Alliance provides investment services primarily to
corporate employee benefit funds, public employee retirement systems, investment
companies, foundations, and endowment funds. Raphael L. Edelman, Vice President
of Alliance, is the portfolio manager primarily responsible for the day-to-day
management of those assets of the Portfolio allocated to Alliance. Mr. Edelman,
who has fourteen years of investment experience, joined Alliance's research
department in 1986 as an analyst after working two years as a manager in
Alliance's mutual fund division.
Alliance Capital Management Corporation ("ACMC") is the general partner of
Alliance and conducts no other active business. As of March 1, 1998, The
Equitable Life Assurance Society of the United States ("Equitable"), ACMC, Inc.
and Equitable Capital Management Corporation ("ECMC") were the beneficial owners
of approximately 56.8% of the outstanding Units of Alliance. ACMC, ECMC and
ACMC, Inc. are wholly owned subsidiaries of Equitable. Equitable, a New York
life insurance company, had total assets as of December 31, 1997 of
approximately $82 billion. Equitable is a wholly owned subsidiary of The
Equitable Companies Incorporated, a Delaware corporation ("ECI"), whose shares
are publicly traded on the New York Stock Exchange.
As of March 1, 1998, AXA and its subsidiaries owned approximately 59% of
the issued and outstanding shares of the common stock of ECI. ECI owns all of
the shares of Equitable.
Based on information provided by AXA, on March 1, 1998, approximately 21.4%
of the issued ordinary shares (representing 30.2% of the voting power) of AXA
were controlled directly and indirectly by Finaxa, a French holding company. As
of March 1, 1998, 62.0% of the shares (representing 74.0% of the voting power)
of Finaxa were owned by four French mutual insurance companies (the "Mutuelles
AXA") (one of which, AXA Assurances I.A.R.D. Mutuelle, owned 35.5% of the
shares, representing 42.2% of the voting power), and 23.1% of the shares of
Finaxa (representing 14.4% of the voting power) were owned by Banque Paribas, a
French bank ("Paribas"). Including the ordinary shares owned by Finaxa, on March
1, 1998, the Mutuelles AXA directly or indirectly controlled approximately 24.7%
of the issued ordinary shares (representing 34.8% of the voting power) of AXA.
Acting as a group, the Mutuelles AXA control AXA and Finaxa.
Alliance does not manage any other mutual funds having an investment
objective similar to that of the Fund. Exhibit B lists the officers and
directors of Alliance.
<PAGE>
INFORMATION CONCERNING SCUDDER KEMPER
The finance sector of the Portfolio was previously managed by Dreman Value
Advisors, Inc. ("Dreman"). The sub-subadvisory agreement with Dreman was last
approved by the Trustees on September 23, 1996, and by the shareholders of the
Fund on July 31, 1997. Dreman has experienced a change of ownership, however,
due to its recent merger with Scudder, Stevens & Clark, Inc. Scudder Kemper
Investments, Inc., 345 Park Avenue, New York, NY 10017, is the successor by
merger to Dreman. Under the Investment Company Act of 1940, Dreman's merger has
resulted in the "assignment" and termination of the sub-subadvisory agreement,
effective December 31, 1996, among the Portfolio, the Subadviser, and Dreman.
Therefore, the Portfolio and Subadviser entered into a new sub-subadvisory
agreement with Scudder Kemper, which contains substantially the same terms and
conditions as the sub-subadvisory agreement with Dreman.
Scudder Kemper Investments, Inc., began managing the finance sector of the
Portfolio on March 26, 1998. Scudder Kemper is a registered investment adviser
which has been providing investment services to individuals, banks, investment
companies, pension and profit sharing plans, charitable organizations,
corporations and other institutions for more than seventy years. As of January
31, 1998, Scudder Kemper held discretionary investment authority over
approximately $210 billion of assets. Scudder Kemper is approximately 70% owned
by Zurich Insurance Company, with the balance owned by Scudder Kemper's officers
and employees. Jonathan Kay is the portfolio manager primarily responsible for
the day-to-day management of those assets of the Portfolio allocated to Scudder
Kemper. Mr. Kay has been associated with Scudder Kemper since 1993. From 1990 to
1993, Mr. Kay was an associate with J.S. Eliezer, a management consulting firm
serving primarily the media industry.
Scudder Kemper does not manage any other mutual funds having an investment
objective similar to that of the Fund. Exhibit C lists the officers and
directors of Scudder Kemper.
TERMS OF THE SUB-SUBADVISORY AGREEMENTS
Under the terms of each Sub-subadvisory Agreement, Alliance and Scudder
Kemper are compensated by the Subadviser at an annual rate of .25% of the
Portfolio's average daily net assets assigned to each of them, the same fee that
is paid to each of the other sub-subadvisers of the Portfolio. Each
Sub-subadvisory Agreement provides that, subject to the supervision of the Board
of Trustees, the Manager and the Subadviser, Alliance and Scudder Kemper are
responsible for the day-to-day management of the health sector and finance
sector, respectively, of the Portfolio, in accordance with the investment
objectives and policies of the Portfolio as reflected in the current Prospectus
and Statement of Additional Information of the Trust and as may be adopted from
time to time by the Board of Trustees. In accordance with the requirements of
the Investment Company Act of 1940, both Alliance and Scudder Kemper maintain,
keep current and preserve on behalf of the Portfolio all books and records
relating to the transactions they execute, and render to the Trustees such
periodic and special reports as the Board of Trustees may reasonably request.
<PAGE>
DURATION AND TERMINATION. Each Sub-subadvisory Agreement will remain in
full force and effect for a period of two years from its effective date, and
will continue thereafter as long as its continuance is specifically approved at
least annually by vote of a majority of the outstanding voting securities (as
that term is defined in the Investment Company Act of 1940) of the Portfolio, or
by the Board of Trustees, including the approval by a majority of non-interested
Trustees, at a meeting called for the purpose of voting on such approval;
provided, however, that (1) each Sub-subadvisory Agreement may be terminated at
any time, upon thirty days prior written notice to the other parties thereto,
without the payment of any penalty, by vote of the Board of Trustees, the
Subadviser, Alliance or Scudder Kemper (as applicable), or by vote of a majority
of the outstanding voting securities of the Portfolio, and (2) each
Sub-subadvisory Agreement will terminate immediately in the event of its
assignment (within the meaning of the Investment Company Act of 1940).
LIABILITY. Each Sub-subadvisory Agreement provides that, in the absence of
willful misfeasance, bad faith or gross negligence, violation of applicable law,
or reckless disregard of its duty or of its obligations thereunder, each of
Alliance and Scudder Kemper (as applicable) will not be liable for any act or
omission in connection with its activities as sub-subadviser to the Portfolio.
SHAREHOLDER PROPOSALS
As a Massachusetts business trust, the Trust is not required to hold annual
meetings of shareholders, and the Trustees currently do not intend to hold such
meetings unless shareholder action is required in accordance with the Investment
Company Act of 1940 or the Trust's Declaration of Trust. A shareholder proposal
intended to be presented at any meeting of shareholders of the Trust must be
received by the Trust at a reasonable time before the Trustees' solicitation
relating thereto is made in order to be included in the Trust's proxy statement
and form of proxy relating to that meeting and presented at the meeting. The
mere submission of a proposal by a shareholder does not guarantee that the
proposal will be included in the proxy statement because certain rules under the
federal securities laws must be complied with before inclusion of the proposal
is required.
/s/ Donald F. Meeder
-----------------------
Donald F. Meeder
Secretary
Dated: May __, 1998
<PAGE>
EXHIBIT A
MONEY MANAGER AGREEMENT
Effective Date:
Termination Date: Two years after
Effective
Attn:_______________________________________
Re: The Growth Stock Portfolio
Ladies and Gentlemen:
The Growth Stock Portfolio (all of the assets of the Growth Stock Portfolio
including those assets not managed by the Money Manager, hereinafter referred to
as the "Portfolio") is an open-end management investment company registered as
an investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and subject to the rules and regulations promulgated thereunder.
Sector Capital Management, L.L.C. (the "Manager") acts as the investment
subadvisor of the Portfolio pursuant to the terms of an Investment Advisory
Agreement, and is an "investment adviser", as that term is defined in Section
2(a)(20) of the 1940 Act, to the Portfolio. The Manager is responsible for the
day-to-day management of the Portfolio and for the coordination of investments
of the Portfolio's assets; however, specific portfolio purchases and sales for
the Portfolio, or a portion thereof, are to be made by the portfolio management
organizations recommended and selected by the Manager, subject to the approval
of the Board of Trustees of the Portfolio (the "Board").
1. APPOINTMENT AS A MONEY MANAGER. The Manager and the Portfolio hereby
appoint and employ, ___________________________ (the "Money Manager") as a
discretionary investment sub-subadviser to the Portfolio for that portion of the
assets of the Portfolio which the Manager determines from time to time to assign
to the Money Manager (those assets being referred to as the "Account").
2. ACCEPTANCE OF APPOINTMENT: STANDARD OF PERFORMANCE. The Money Manager
accepts the appointment as a discretionary investment sub-subadviser to the
Portfolio and agrees to use its best professional judgment to make and implement
investment decisions for the Portfolio with respect to the investments of the
Account in accordance with the provisions of this Agreement.
3. PORTFOLIO MANAGEMENT SERVICES OF THE MONEY MANAGER. The Money Manager is
hereby employed and authorized to select portfolio securities for investment by
the Portfolio, to determine whether to purchase and sell securities for the
Account, and upon making any purchase or sale decision, to place orders for the
execution of such portfolio transactions in accordance with paragraphs 5 and 6
hereof and Exhibit A attached hereto and incorporated by this reference herein
(as it may be amended in writing by the parties from time to time). In providing
portfolio management services to the Account, the Money Manager shall be subject
to such investment restrictions as are set forth in the 1940 Act and rules
thereunder, the supervision and control of the Board, such specific instructions
as the Board may adopt and communicate to the Money Manager; the investment
objectives, policies and restrictions of the Portfolio furnished pursuant to
paragraph 4; and written instructions from the Manager. The Money Manager shall
<PAGE>
maintain on behalf of the Portfolio the records listed in Exhibit B attached
hereto and incorporated by this reference herein (as it may be amended in
writing by the parties from time to time). At the Portfolio's or the Manager's
reasonable request (as communicated by the Board or the officers of such
entities), the Money Manager will consult with the officers of the Portfolio or
the Manager, as the case may be, with respect to any decision made by it with
respect to the investments of the Account. R. Meeder & Associates, Inc., the
investment adviser to the Portfolio, will invest any cash in the Account.
4. INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS. The Portfolio shall
provide the Money Manager with a written statement of the investment objectives
and policies of the Portfolio and any specific investment restrictions
applicable thereto as established by the Portfolio, including those set forth in
its Prospectus, as amended from time to time. The Portfolio retains the right,
on reasonable prior written notice to the Money Manager, from the Portfolio or
the Manager, to modify in writing any such objectives, policies or restrictions
in any manner at any time. The Money Manager shall have no duty to investigate,
and the Money Manager may also rely upon, any instructions received from the
Portfolio, the Manager, or both, and absent manifest error, such instructions
shall be presumed reasonable.
5. TRANSACTION PROCEDURES. All transactions will be settled by Star Bank,
N.A. (the "Custodian"), or such depository or agents as may be designated by the
Custodian, as custodian for the Portfolio, of all cash and/or securities due to
or from the Account, and the Money Manager shall not have possession or custody
thereof or any responsibility or liability with respect thereto. The Money
Manager shall advise Mutual Funds Service Co. ("MFSC"), the accounting agent for
the Portfolio, and confirm by facsimile all investment orders for the Portfolio
placed by it with broker/dealers at the time and in the manner set forth in
Exhibit A hereto. The Portfolio shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees and, upon the
Money Manager giving proper instructions to MFSC, the Money Manager shall have
no responsibility or liability with respect to custodial arrangements or the
acts, omissions or other conduct of the Custodian.
6. ALLOCATION OF BROKERAGE. The Money Manager shall have the authority and
discretion to select broker/dealers to execute portfolio transactions initiated
by the Money Manager, and for the selection of the markets on which the
transactions will be executed.
A. In doing so, the Money Manager's primary objective shall be to
select a broker/dealer that can be expected to obtain the best
execution for the Portfolio. However, this responsibility shall not be
deemed to obligate the Money Manager to solicit competitive bids for
each transaction; and the Money Manager shall have no obligation to
seek the lowest available commission cost to the Portfolio, so long as
the Money Manager believes in good faith, based upon its knowledge of
the capabilities of the broker/dealer selected, that the commission
cost is reasonable in relation to the total quality and reliability of
the brokerage and research services made available by the
broker/dealer to the Money Manager viewed in terms of either that
particular transaction or of the Money Manager's overall
responsibilities with respect to its clients, including the Portfolio,
as to which the Money Manager exercises investment discretion,
notwithstanding that the Portfolio may not be the direct or exclusive
beneficiary of any such services or that another broker/dealer may be
willing to charge the Portfolio a lower commission on the particular
transaction.
B. The Portfolio shall retain the right to request that
transactions involving the Account that give rise to brokerage
commissions in an annual amount of up to 50% of the Money Manager's
executed brokerage commissions for the Portfolio be executed through
one or more broker-dealers selected by the Portfolio, which
broker-dealers will allocate a portion of such commissions, in an
amount mutually satisfactory to the Portfolio and the broker-dealer
<PAGE>
selected, to pay the direct expenses of the Portfolio or its feeder
funds. The Money Manager may reject any request for directed brokerage
that does not appear to it to be reasonable or for which it reasonably
believes that best execution will not be obtained. The Money Manager
shall not be liable for failure to comply with such directed brokerage
threshold if it rejects any such request for directed brokerage in
accordance with the immediately preceding sentence or if the Portfolio
fails to make sufficient requests to enable the Money Manager to meet
such threshold. The Manager and the Portfolio acknowledge that, with
respect to those transactions for which the Portfolio has requested
that the transaction be executed through one or more broker-dealers
selected by the Portfolio, such direction may result in the Portfolio
paying higher commissions than otherwise might be obtainable or
receiving less favorable net prices and execution of some
transactions, or both, and may result in the Money Manager's inability
to aggregate trades for the Portfolio with those of the Money
Manager's other clients in order to obtain volume discounts.
C. The Portfolio agrees that it will provide the Money Manager
with a list of broker/dealers which are "affiliated persons" of the
Portfolio's other money managers. Upon receipt of such list, the Money
Manager agrees that it will not execute any portfolio transactions
with a broker/dealer which is an "affiliated person" (as defined in
the 1940 Act) of the Portfolio or of any money manager for the
Portfolio without the prior written approval of the Portfolio.
7. PROXIES. Unless the Manager gives written instructions to the contrary,
the Money Manager shall vote all proxies solicited by or with respect to the
issuers of securities in which assets of the Account may be invested. The Money
Manager shall use its best good faith judgment to vote such proxies in a manner
which best serves the interests of the Portfolio's investors.
8. REPORTS TO THE MONEY MANAGER. The Portfolio and the Manager shall
furnish or otherwise make available to the Money Manager such information
relating to the business affairs of the Portfolio, including periodic reports
concerning the Portfolio, as the Money Manager at any time, or from time to
time, may reasonably request in order to discharge its obligations hereunder.
9. FEES FOR SERVICES. The compensation of the Money Manager for its
services under this Agreement shall be calculated and paid monthly at an annual
rate of .25% of the Account's average daily net assets.
10. OTHER INVESTMENT ACTIVITIES OF THE MONEY MANAGER. The Portfolio
acknowledges that the Money Manager, or one or more of its affiliates, may have
investment responsibilities or render investment advice to, or perform other
investment advisory services for, other individuals or entities (the "Affiliated
Accounts"). Subject to the provisions of paragraph 2 hereof, the Portfolio
agrees that the Money Manager and its affiliates may give advice, exercise
investment responsibility and take other action with respect to the Affiliated
Accounts which may differ from the advice given or the timing or nature of
action taken with respect to the Account, provided that the Money Manager acts
in good faith, and provided further that it is the Money Manager's policy to
allocate, within its reasonable discretion, investment opportunities to the
Account over a period of time on a fair and equitable basis relative to the
Affiliated Accounts, taking into account the investment objectives and policies
of the Portfolio and any specific investment restrictions applicable thereto.
The Portfolio acknowledges that one or more of the Affiliated Accounts may at
any time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which the Account may have an interest from time to
time, whether in transactions which may involve the Account or otherwise. The
Money Manager shall have no obligation to acquire for the Account a position in
any investment which any Affiliated Account may acquire, and the Portfolio shall
have no first refusal, co-investment or other rights in respect of any such
investment, either for the Account or otherwise.
<PAGE>
11. LIMITATION OF LIABILITY. The Money Manager shall not be liable for, and
shall be indemnified by the Portfolio for any action taken, omitted or suffered
to be taken by it in its reasonable judgment, in good faith and believed by it
to be authorized or within the discretion or rights or powers conferred upon it
by this Agreement, or in accordance with (or in the absence of) specific
directions or instructions from the Portfolio or the Manager; provided, however,
that such acts or omissions shall not have resulted from the Money Manager's
willful misfeasance, bad faith or gross negligence, violation of applicable law,
or reckless disregard of its duty or of its obligations hereunder. The rights
and obligations that are provided for in this Paragraph 11 shall survive the
cancellation, expiration or termination of this Agreement.
12. CONFIDENTIALITY. Subject to the right of the Money Manager and the
Portfolio to comply with applicable law, including any demand or request of any
regulatory or taxing authority having jurisdiction over it, the parties hereto
shall treat as confidential all information pertaining to the Portfolio and the
actions of the Money Manager, the Manager and the Portfolio in respect thereof,
other than any such information which is or hereafter becomes ascertainable from
public or published information. The rights and obligations that are provided
for in this Paragraph 12 shall survive the cancellation, expiration or
termination of this Agreement.
13. USE OF THE MONEY MANAGER'S NAME. The Portfolio and the Manager agree to
furnish the Money Manager at its principal office prior to use thereof copies of
all prospectuses, proxy statements, reports to stockholders, sales literature,
or other material prepared for distribution to stockholders of the feeder funds
of the Portfolio or the public that refer in any way to the Money Manager, and
not to use such material if the Money Manager reasonably objects in writing
within ____ business days (or such other time as may be mutually agreed) after
receipt thereof. In the event of termination of this Agreement, the Portfolio
and the Manager will continue to furnish to the Money Manager copies of any of
the above-mentioned materials that refer in any way to the Money Manager, and
will not use such material if the Money Manager reasonably objects in writing
within five business days (or such other time as may be mutually agreed) after
receipt thereof.
14. ASSIGNMENT. No assignment, as that term is defined in Section 2(a)(4)
of the 1940 Act, of this Agreement shall be made by the Money Manager, and this
Agreement shall terminate automatically in the event that it is assigned. The
Money Manager shall notify the Manager and the Portfolio in writing sufficiently
in advance of any proposed change of control, as defined in Section 2(a)(9) of
the 1940 Act, to enable the Manager and the Portfolio to consider whether an
assignment as that term is defined in Section 2(a)(4) of the 1940 Act, will
occur, and to take the steps necessary to enter into a new money manager
agreement with the Money Manager or other investment adviser.
15. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PORTFOLIO. The
Portfolio represents, warrants and agrees that:
A. The Money Manager has been duly appointed by the Board to
provide investment advisory services to the Account as contemplated
hereby.
B. The Portfolio will deliver to the Money Manager a true and
complete copy of its current prospectus as effective from time to
time, such other documents or instruments governing the investments of
the Portfolio, and such other information as is necessary for the
Money Manager to carry out its obligations under this Agreement.
C. The organization of the Portfolio and the conduct of the
business of the Portfolio as contemplated by this Agreement,
materially complies, and shall at all times materially comply, with
the requirements imposed upon the Portfolio by applicable law.
<PAGE>
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF MANAGER. The Manager
represents, warrants and agrees that:
A. The Manager acts as an "investment adviser", as that term is
defined in Section 2(a)(20) of the 1940 Act, to the Portfolio pursuant
to an Investment Subadvisory Agreement with the Portfolio.
B. The appointment of the Money Manager by the Manager to provide
the investment services as contemplated hereby has been approved by
the Board.
C. The Manager is registered as an "investment adviser" under the
Investment Advisers Act of 1940, as amended (the "Advisers Act").
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF MONEY MANAGER. The Money
Manager represents, warrants and agrees that:
A. The Money Manager is registered as an "investment adviser"
under the Advisers Act; or it is a "bank" as defined in Section
202(a)(2) of the Advisers Act or an "insurance company" as defined in
Section 202(a)(12) of the Advisers Act and is exempt from registration
thereunder.
B. The Money Manager will maintain, keep current and preserve on
behalf of the Portfolio the records identified in Exhibit B in the
manner required by such Exhibit. The Money Manager agrees that such
records (other than those required by No. 4 of Exhibit B) are the
property of the Portfolio and will be surrendered to the Portfolio
promptly upon request.
C. The Money Manager will adopt or has adopted a written code of
ethics complying with the requirements of Rule 17j-1 under the 1940
Act, will provide to the Portfolio a copy of the code of ethics and
evidence of its adoption, and will make such reports to the Portfolio
as required by Rule 17j-1 under the 1940 Act. The Money Manager has
policies and procedures believed by it to be sufficient to enable the
Money Manager to detect and prevent the misuse of material, nonpublic
information by the Money Manager or any person associated with the
Money Manager, in compliance with the Insider Trading and Securities
Fraud Enforcement Act of 1988 and any other applicable federal and
state securities laws.
D. The Money Manager will notify the Portfolio of any changes in
the membership of its partnership or in the case of a corporation in
the ownership of more than five percent of its voting securities,
within a reasonable time after such change.
18. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement among the Money Manager, the Manager and the Portfolio, which
amendment, other than amendments to Exhibits A and B, must be approved by the
Board in the manner required by the 1940 Act.
19. EFFECTIVE DATE. This Agreement shall become effective for the Portfolio
on the effective date set forth on page 1 of this Agreement, and shall continue
in effect until the termination date set forth on page 1 of this Agreement.
Thereafter, the Agreement shall continue in effect for successive annual periods
only so long as its continuance has been specifically approved at least annually
(a) by a vote of a majority of the Board or (b) by a vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Portfolio, and
in either case by a majority of the Trustees who are not parties to this
Agreement or interested persons of any parties to this Agreement (other than as
Trustees of the Portfolio) cast in person at a meeting called for purposes of
voting on the Agreement.
<PAGE>
20. TERMINATION. This Agreement may be terminated, without the payment of
any penalty, by the Board, the Manager, the Money Manager or by the vote of a
majority of the outstanding voting securities (as that term is defined in the
1940 Act) of the Portfolio, upon 30 days prior written notice to the other
parties hereto. Any such termination shall not affect the status, obligations or
liabilities of any party hereto to any of the other parties that accrued prior
to such termination.
21. APPLICABLE LAW. To the extent that state law shall not have been
pre-empted by the provisions of any laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of the State
of Ohio, without reference to its choice of law principles.
THE GROWTH STOCK PORTFOLIO
BY:____________________________
Philip A. Voelker, Vice President
DATE:__________________________
SECTOR CAPITAL MANAGEMENT, L.L.C.
BY:_____________________________
William L. Gurner, President
DATE:___________________________
Accepted and agreed to:
BY:______________________________
Authorized Signatory
DATE: ___________________________
EXHIBITS: A. Operational Procedures.
B. Recordkeeping Requirements.
<PAGE>
EXHIBIT A
OF THE
MONEY MANAGER AGREEMENT
OPERATIONAL PROCEDURES
The Money Manager (the "MM") shall abide by certain rules and procedures in
order to minimize operational problems. The MM will be required to have various
records and files (as required by regulatory agencies) at its offices. The MM
will have to maintain a certain flow of information to Mutual Funds Service Co.
("MFSC") and Star Bank, N.A. ("Star"), the accounting agent and the custodian
bank, respectively, for the Portfolio.
The MM will be required to furnish MFSC with daily information as to
executed trades. MFSC should receive this data no later than 12:00 Noon Eastern
Standard Time on the day after the trade (T+1). MM shall verify that such
information has been received by MFSC. MFSC shall reasonably cooperate to
confirm that it has received such information. The necessary information should
be transmitted via facsimile machine to MFSC in the form of a daily trade
authorization form signed by an authorized individual. A list of authorized
persons with specimen signatures must be sent to MFSC. The authorization will
contain information on which MFSC and Star can rely to either accept delivery or
deliver out of the account securities as per each trade by the MM. A preprinted
form will be supplied to the MM by the Portfolio. Upon receipt of brokers'
confirmations, the MM or MFSC will be required to notify the other party if any
differences exist. MFSC will affirm trades through DTC. The reporting of trades
by the MM to MFSC must include the following:
o Whether Purchase or Sale
o Security name
o CUSIP Number
o Ticker Symbol
o Number of shares or principal amount o Price per share or bond o
Accrued interest o Commission dollars per trade, or if a net trade o
Executing broker o Trade date o Settlement date
o If security is not eligible for DTC (Purchase only), Proper Settlement
Instructions
MFSC will provide the necessary information to Star.
When opening accounts with brokers for the Portfolio, the account should be
a delivery versus payment account. No margin accounts are to be maintained. The
broker should be advised to use Star's ID system number (NO. 27895), with
interested party ID confirmations to NO. 71394, to facilitate the receipt of
information by Star and MFSC. If this procedure is followed, DK problems will be
held down to a minimum and additional costs of security trades will not become
an important factor in doing business.
<PAGE>
EXHIBIT B
OF THE
MONEY MANAGER AGREEMENT
RECORDS TO BE MAINTAINED BY MONEY MANAGER
1. A record of each brokerage order, and all other portfolio purchases and sales
orders by the Money Manager or on behalf of the Portfolio for, or in connection
with, the purchase or sale of securities, whether executed or unexecuted. Such
records shall include:
A. The name of the broker,
B. The terms and conditions of the order, and of any modification or
cancellation thereof,
C. The time of entry or cancellation,
D. The price at which executed,
E. The time of receipt of report of execution, and
F. The name of the person who placed the order on behalf of the Portfolio
(Rule 31a-1(b)(5) and (6) of the 1940 Act).
2. A record for each fiscal quarter, completed within ten (10) days after the
end of the quarter, showing specifically the basis or bases upon which the
allocation of orders for the purchase and sale of portfolio securities to
brokers or dealers was made, and the division of brokerage commissions or other
compensation on such purchase and sale orders. The record:
A. Shall include the consideration given to:
(i) the sale of shares of a feeder fund of the Portfolio
(ii) the supplying of services or benefits by brokers or dealers to:
(a) The Portfolio,
(b) The Manager,
(c) Yourself (the Money Manager), and
(d) Any person other than the foregoing
(iii) Any other considerations other than the technical qualifications
of the brokers and dealers as such.
B. Shall show the nature of the services or benefits made available.
Page 1 of Exhibit B
<PAGE>
C. Shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation.
D. The identities of the persons responsible for making the determination
of such allocation and such division of brokerage commissions or other
compensation (Rule 31a-1(b)(9) of the 1940 Act) . *
3. A record in the form of an appropriate memorandum identifying the person or
persons, committees, or groups authorizing the purchase or sale of portfolio
securities. Where an authorization is made by a committee or group, a record
shall be kept of the names of its members who participate in the authorization.
There shall be retained as part of this record any memorandum, recommendation,
or instruction supporting or authorizing the purchase or sale of portfolio
securities (Rule 31a-1(b)(10) of the 1940 Act) and such other information as is
appropriate to support the authorization. **
4. Such accounts, books and other documents as are required to be maintained by
registered investment advisers by rule adopted under Section 204 of the Advisers
Act, to the extent such records are necessary or appropriate to record the Money
Manager's transactions made with respect to the Portfolio. (Rule 31a-1(f) of the
1940 Act).
5. All accounts, books, records, or other documents that are required to be
maintained pursuant to the 1940 Act, the Advisers Act, or any rule or regulation
thereunder, need only be retained by the Money Manager as required under such
laws, rule or regulations. Any other account, book, record or other document
that is required to be maintained by the Money Manager pursuant to this Exhibit
B need only be maintained for six years after the date of its creation.
* Maintained as property of the Portfolio pursuant to Rule 31a-3(a) of the 1940
Act.
** Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their recommendations, i.e., buy, sell, hold), and any internal reports or
portfolio manager reviews.
Page 2 of Exhibit B
<PAGE>
EXHIBIT B
OFFICERS & DIRECTORS
ALLIANCE CAPITAL MANAGEMENT CORPORATION
Alliance Capital Management Corporation (ACMC) is the General Partner of
and therefore controls Alliance. The directors of ACMC are listed below,
together with principal executive offices of ACMC, each with their principal
occupations. Unless otherwise noted, the business address of each person shown
below is 1345 Avenue of the Americas, New York, New York 10105.
POSITION WITH ACMC, PRINCIPAL
NAME OCCUPATION AND OTHER INFORMATION
Dave Harrell Williams Chairman of the Board, Chief Executive Officer
and Director, ACMC
Benjamin Duke Holloway Director, ACMC; Financial Consultant
Joseph James Melone Director, ACMC; Chairman of the Executive
1290 Avenue of the Americas Committee, theEquitable Companies Incorporated,
New York, NY 10104 Chairman of the ExecutiveCommittee, The
Equitable Life Assurance Society of the United
States; Senior Vice President, AXA-UAP
Claude Bebear Director, ACMC; Chairman of the Executive Board,
23 ava Matignon AXA-UAP;Chairman, The Equitable Companies
Paris, France 75008 Incorporated
Denis Deverne Director, ACMC; Senior Vice President AXA-UAP;
23 ava Matignon Director, The Equitable Life Assurance Society
Paris, France 75008 of the United States
Jean-Pierre Hellebuyck Director, ACMC; Chairman, AXA Asset Management
23 ava Matignon (Europe)
Paris, France 75008
Frank Savage Director, ACMC; Chairman, Alliance Capital
Management International
Luis Javier Bastida Director, ACMC; Chief Financial Officer, Banco
Plaza San Nicholas Bilbao Vizcaya S.A.
1-Bilbao, Spain
Edward D. Miller Director, ACMC; President and Chief Financial
1290 Avenue of Americas Officer, The Equitable Companies Incorporated;
New York, NY 10104 Chairman of the Board and Chief Executive
Officer, The Equitable Life Assurance Society of
the United States
<PAGE>
Henri de Castries Director, ACMC; Vice Chairman, Director and
23 ava Matignon Senior Executive Vice President AXA-UAP; Vice
Paris, France 75008 Chairman of the Board, The Equitable Companies
Incorporated
Donald H. Brydon Director, ACMC; Chief Executive Officer, AXA
Asset Management (Europe); Director, AXA
Investment Managers S.A.
Kevin C. Dolan Director, ACMC; Chief Executive Officer, AXA
23 ava Matignon Asset Management (France)
Paris, France 75008
Reba White Williams Director, ACMC; Director, Special Projects, ACMC
Stanley B. Tullin Director, ACMC; Executive Vice President and
Chief Financial Officer, The Equitable Companies
Incorporated; Vice Chairman and Chief Financial
Officer and Vice Chairman, Insurance Division,
The Equitable Life Assurance Society of the
United States
Peter D. Noris Director, ACMC; Executive Vice President and
1290 Avenue of the Americas Chief Investment Officer; The Equitable Life
New York, NY 10104 Assurance Society of the United States
Robert Bruce Zoellick Director, ACMC; John M. Olin, Professor in
3900 Wisconsin Avenue, N.W. National Security Affairs at the U.S. Naval
Washington, D.C. Academy
John Donato Carifa Director, President and Chief Operating Officer,
ACMC
Bruce William Calvert Director, Vice Chairman and Chief Investment
Officer, ACMC
Alfred Harrison Director, Vice Chairman, ACMC
David Ramson Brewer, Jr. Senior Vice President, General Counsel and
Secretary, ACMC
Robert Henry Joseph, Jr. Senior Vice President and Chief Financial
Officer, ACMC
<PAGE>
EXHIBIT C
OFFICERS & DIRECTORS
SCUDDER KEMPER INVESTMENTS, INC.
BUSINESS AND OTHER CONNECTIONS
NAME OF BOARD OF DIRCTORS OF REGISTRANT'S ADVISER
Stephen R. Beckwith Treasurer and Chief Financial Officer, Scudder
Kemper Investments, Inc.**; Vice President and
Treasurer, Scudder Fund Accounting Corporation*;
Director, Scudder Stevens & Clark Corporation**;
Director and Chairman, Scudder Defined
Contribution Services, Inc.; Director and
President, Scudder Capital Asset Corporation;
Director and President, Scudder Capital Stock
Corporation; Director and President, Scudder
Capital Planning Corporation; Director and
President, SS&C Investment Corporation; Director
and President, SIS Investment Corporation;
Director and President, SRV Investment
Corporation
Lynn S. Birdsong Director and Vice President, Scudder Kemper
Investment, Inc.**; Director, Scudder, Stevens &
Clark (Luxembourg) S.A.#
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**;
Member Corporate Executive Board, Zurich
Insurance Company of Switzerland; Director, ZKI
Holding Company
Steven Gluckstern Director, Scudder Kemper Investments, Inc.**;
Member Corporate Executive Board, Zurich
Insurance Company of Switzerland; Director,
Zurich Holding Company of America
Rolf Huppi Director, Chairman of the Board, Scudder Kemper
Investments, Inc.**; Member Corporate Executive
Board, Zurich Insurance Company of Switzerland;
Director, Chairman of the Board, Zurich Holding
Company of America; Director, ZKI Holding
Corporation
<PAGE>
Kathryn L. Quirk Director, Chief Legal Officer, Chief Compliance
Officer and Secretary, Scudder Kemper
Investments, Inc.**; Director, Senior Vice
President and Assistant Clerk, Scudder Investor
Services, Inc.*; Director, Vice President and
Secretary, Scudder Fund Accounting Corporation*;
Director, Vice President and Secretary, Scudder
Realty Holdings Corporation*; Director and
Assistant Clerk, Scudder Service Corporation*;
Director, SFA, Inc.*; Vice President, Director
and Assistant Secretary, Scudder Precious Metals,
Inc.***; Director, Scudder, Stevens & Clark
Japan, Inc.###; Director, Vice President and
Secretary, Scudder, Stevens & Clark of Canada,
Ltd.***; Director, Vice President and Secretary,
Scudder Canada Investor Services Limited***;
Director, Vice President and Secretary, Scudder
Realty Advisers, Inc.(x); Director and Secretary,
Scudder, Stevens & Clark Corporation**; Director
and Secretary, Scudder, Stevens & Clark Overseas
Corporation(oo); Director and Secretary, SFA,
Inc.; Director, Vice President and Secretary,
Scudder Defined Contribution Services, Inc.;
Director, Vice President and Secretary, Scudder
Capital Asset Corporation; Director, Vice
President and Secretary, Scudder Capital Stock
Corporation; Director, Vice President and
Secretary, Scudder Capital Planning Corporation;
Director, Vice President and Secretary, SS&C
Investment Corporation; Director, Vice President
and Secretary, SIS Investment Corporation;
Director, Vice President and Secretary, SRV
Investment Corporation; Director, Vice President
and Secretary, Scudder Brokerage Services, Inc.;
Director, Korea Bond Fund Management Co., Ltd.
Markus Rohrbesser Director, Scudder Kemper Investments, Inc.**;
Member Corporate Executive Board, Zurich
Insurance Company of Switzerland; President,
Director, Chairman of the Board, ZKI Holding
Corporation
Cornelia M. Small Vice President, Scudder Kemper Investments, Inc.**
Edmond D. Villani Director, President, Chief Executive Officer,
Scudder Kemper Investments, Inc.**; Director,
Scudder, Stevens & Clark Japan, Inc.###;
President and Director, Scudder, Stevens & Clark
Overseas Corporation(oo); President and Director,
Scudder, Stevens & Clark Corporation**; Director,
Scudder Realty Advisors, Inc.(x); Director, IBJ
Global Investment Management S.A. Luxembourg,
Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Socjete Anonyme, 47, Boulevard Royale, L-2449 Luxembourg, R.C. Luxembourg B
34.564
*** Toronto, Ontario, Canada
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kohimachi, Chiyoda-ku, Tokyo, Japan
