485BPOS 1 ptc-bcf.txt PART C Filed electronically with the Securities and Exchange Commission on November 27, 2002 File No. 33-17777 File No. 811-5357 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_/ Pre-Effective Amendment No. /_/ -- Post-Effective Amendment No. 22 /X/ And/or -- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /_/ Amendment No. 22 /X/ -- SCUDDER BLUE CHIP FUND ---------------------- (Exact Name of Registrant as Specified in Charter) 222 South Riverside Plaza, Chicago, IL 60606 -------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: 312-537-7000 ------------ John Millette, Vice President and Secretary Scudder Blue Chip Fund 2 International Place, Boston, MA 02110 --------------------------------------- (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate box): /_/ Immediately upon filing pursuant to paragraph (b) /_/ 60 days after filing pursuant to paragraph (a) (1) /_/ 75 days after filing pursuant to paragraph (a) (2) /X/ On November 27, 2002 pursuant to paragraph (b) /_/ On __________________pursuant to paragraph (a) (1) /_/ On __________________ pursuant to paragraph (a) (2) of Rule 485 /_/ On __________________ pursuant to paragraph (a) (3) of Rule 485 If appropriate, check the following box: /_/ This post-effective amendment designates a new effective date for a previously filed post-effective amendment EXPLANATORY NOTE This Post-Effective Amendment No. 22 ("Amendment") to the Registration Statement on Form N-1A for Scudder Blue Chip Fund is being filed for the sole purpose of incorporating the Powers of Attorney for the previously filed Post-Effective Amendment No. 21, as filed on February 28, 2002, which were inadvertently omitted form the filing. SCUDDER BLUE CHIP FUND PART C. OTHER INFORMATION
Item 23. Exhibits. -------- --------- (a) Amended and Restated Declaration of Trust (Incorporated by reference to Post-Effective Amendment No. 12 to the Registrant's Registration Statement.) (a)(1) Certificate of Amendment of Declaration of Trust dated June 11, 2001 (Incorporated by reference to Post-Effective Amendment No. 21 to the Registrant's Registration Statement.) (b) By-laws (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement.) (b)(2) Amendment to the By-laws (Incorporated by reference to Post-Effective Amendment No. 20 to Registrant's Registration Statement.) (c)(1) Text of Share Certificate. (Incorporated by reference to Post-Effective Amendment No. 12 to the Registrant's Registration Statement.) (c)(2) Written Instrument Establishing and Designating Separate Classes of Shares (Incorporated by reference to Post-Effective Amendment No. 12 to the Registrant's Registration Statement.) (c)(3) Amended and Restated Written Instrument Establishing and Designating Separate Classes of Shares. (Incorporated by reference to Post-Effective Amendment No. 13 to the Registrant's Registration Statement.) (d)(1) Investment Advisory Contracts (IMA) between the Registrant and Scudder Kemper Investments, Inc. dated September 7, 1998. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registrant's Registration Statement..) (e)(1) Underwriting and Distribution Services Agreement between the Registrant and Kemper Distributors, Inc. dated September 7, 1998. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registrant's Registration Statement.) (f) Inapplicable. (g)(1) Foreign Custody Agreement between the Registrant, on behalf of Scudder Blue Chip Fund, and The Chase Manhattan Bank. (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement.) (g)(2) Custodian Agreement dated March 3, 1999 between the Registrant and State Street Bank and Trust Company. (Incorporated by reference to Post-Effective Amendment No. 20 to Registrant's Registration Statement.) (g)(2)(a) Amendment to Custody Contract dated March 31, 1999 between the Registrant and State Street Bank and Trust Company (Incorporated by reference to Post-Effective Amendment No. 20 to Registrant's Registration Statement.) (g)(2)(b) Amendment to Custody Contract dated July 2, 2001 between the Registrant and State Street Bank and Trust Company (Incorporated by reference to Post-Effective Amendment No. 21 to Registrant's Registration Statement.) (h)(1) Agency Agreement. (Incorporated by reference to Post-Effective Amendment No. 12 to Registrant's Registration Statement.) (h)(1)(a) Supplement to Agency Agreement dated January 1, 1999 (Incorporated by reference to Post-Effective Amendment No. 20 to Registrant's Registration Statement.) (h)(1)(b) Supplement to Agency Agreement between Registrant and Investors Fiduciary Trust Company dated June 1, 1997. (Incorporated by reference to Post-Effective Amendment No. 14 to Registrant's Registration Statement.) (h)(2) Administrative Services Agreement between the Registrant and Kemper Distributors, Inc. dated April 1, 1997. (Incorporated by reference to Post-Effective Amendment No. 14 to Registrant's Registration Statement.) (h)(2)(a) Administrative Services Agreement with Zurich Scudder Investments, Inc., dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 21 to Registrant's Registration Statement.) (h)(2)(b) Amended Fee Schedule for Administrative Services Agreement dated January 1, 2000 (Incorporated by reference to Post-Effective Amendment No. 20 to Registrant's Registration Statement.) (h)(3) Fund Accounting Agreement between the Registrant and Scudder Fund Accounting Corporation dated December 31, 1997. (Incorporated by reference to Post-Effective Amendment No. 14 to Registrant's Registration Statement.) (i) Inapplicable. (j) Inapplicable. (k) Inapplicable. (l) Inapplicable. (m)(1) Rule 12b-1 Plan between Scudder Blue Chip Fund (Class B Shares) and Kemper Distributors, Inc. dated August 1, 1998. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registrant's Registration Statement.) (m)(2) Rule 12b-1 Plan between Scudder Blue Chip Fund (Class C Shares) and Kemper Distributors, Inc. dated September 7, 1998. (Incorporated by reference to Post-Effective Amendment No. 15 to the Registrant's Registration Statement.) (m)(3) Rule 12b-1 Plan between Scudder Blue Chip Fund (Class A Shares) and Scudder Distributors, Inc. dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 21 to the Registrant's Registration Statement.) (m)(4) Amended and Restated Rule 12b-1 Plan between Scudder Blue Chip Fund (Class B Shares) and Scudder Distributors, Inc. dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 21 to the Registrant's Registration Statement.) (m)(5) Amended and RestatedRule 12b-1 Plan between Scudder Blue Chip Fund (Class C Shares) and Scudder Distributors, Inc. dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 21 to the Registrant's Registration Statement.) (m)(6) Shareholder Services Agreement dated July 1, 2001 between Scudder Blue Chip Fund and Scudder Distributors, Inc. (Incorporated by reference to Post-Effective Amendment No. 21 to the Registrant's Registration Statement.) (n) Rule 18f-3 Plan. (Incorporated by reference to Post-Effective Amendment No. 14 to Registrant's Registration Statement.) (n)(1) Amended and Restated 18f-3 Plan dated July 1, 2001. (Incorporated by reference to Post-Effective Amendment No. 21 to Registrant's Registration Statement.) (p)(1) Scudder Kemper Investments, Inc. and Kemper Distributors Code of Ethics (Incorporated by reference to Post-Effective Amendment No. 20 to Registrant's Registration Statement.) (p)(2) Code of Ethics of the Registrant (Incorporated by reference to Post-Effective Amendment No. 20 to Registrant's Registration Statement.)
Item 24. Persons Controlled by or under Common Control with Fund. -------- -------------------------------------------------------- None Item 25. Indemnification. -------- ---------------- Article VIII of the Registrant's Agreement and Declaration of Trust (Exhibit (a)(1) hereto, which is incorporated herein by reference) provides in effect that the Registrant will indemnify its officers and trustees under certain circumstances. However, in accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940 and its own terms, said Article of the Agreement and Declaration of Trust does not protect any person against any liability to the Registrant or its shareholders to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. Each of the trustees who is not an "interested person" (as defined under the Investment Company Act of 1940) of Registrant (a "Non-interested Trustee") has entered into an indemnification agreement with Registrant, which agreement provides that the Registrant shall indemnify the Non-interested Trustee against certain liabilities which such Trustee may incur while acting in the capacity as a trustee, officer or employee of the Registrant to the fullest extent permitted by law, now or in the future, and requires indemnification and advancement of expenses unless prohibited by law. The indemnification agreement cannot be altered without the consent of the Non-interested Trustee and is not affected by amendment of the Agreement and Declaration of Trust. In addition, the indemnification agreement adopts certain presumptions and procedures which may make the process of indemnification and advancement of expenses, more timely, efficient and certain. In accordance with Section 17(h) of the Investment Company Act of 1940, the indemnification agreement does not protect a Non-interested Trustee against any liability to the Registrant or its shareholders to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. The Registrant has purchased insurance policies insuring its officers and trustees against certain liabilities which such officers and trustees may incur while acting in such capacities and providing reimbursement to the Registrant for sums which it may be permitted or required to pay to its officers and trustees by way of indemnification against such liabilities, subject to certain deductibles. On April 5, 2002, Zurich Scudder Investments, Inc. ("Scudder"), the investment adviser, now known as Deutsche Investment Management Americas Inc., was acquired by Deutsche Bank AG, not including certain U.K. Operations (the "Transaction"). In connection with the Trustees' evaluation of the Transaction, Deutsche Bank agreed to indemnify, defend and hold harmless Registrant and the trustees who were not "interested persons" of Scudder, Deutsche Bank or Registrant (the "Independent Trustees") for and against any liability and claims and expenses based upon or arising from, whether in whole or in part, or directly or indirectly, any untrue statement or alleged untrue statement of a material fact made to the Independent Trustees by Deutsche Bank in connection with the Independent Trustees' consideration of the Transaction, or any omission or alleged omission of a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading. Item 26. Business and Other Connections of Investment Adviser. -------- ----------------------------------------------------- Deutsche Investment Management Americas Inc. has stockholders and employees who are denominated officers but do not as such have corporation-wide responsibilities. Such persons are not considered officers for the purpose of this Item 26.
Name Business and Other Connections of Board of Directors of Registrant's Advisor ---- ---------------------------------------------------------------------------- Thomas F. Eggers* Deutsche Investment Management Americas Inc., President and CEO Deborah Flickinger** Deutsche Investment Management Americas Inc., Director Thomas Hughes** Deutsche Investment Management Americas Inc., Chairman and Director William Shiebler** Deutsche Investment Management Americas Inc., Director Philipp von Girsewald*** Deutsche Investment Management Americas Inc., Director
* 345 Park Avenue, New York, NY ** 280 Park Avenue, New York, NY *** Taunusanlage 12, Frankfurt, Germany Item 27. Principal Underwriters. -------- ----------------------- (a) Scudder Distributors, Inc. acts as principal underwriter of other Registrants managed by Deutsche Investment Management Americas Inc. (b) The Underwriter has employees who are denominated officers of an operational area. Such persons do not have corporation-wide responsibilities and are not considered officers for the purpose of this Item 27.
(1) (2) (3) Scudder Distributors, Inc. Name and Principal Positions and Offices with Positions and Business Address Scudder Distributors, Inc. Offices with Registrant ---------------- -------------------------- ----------------------- Thomas F. Eggers Chairman and Director None 345 Park Avenue New York, NY 10154 Jonathan R. Baum President and Director None 345 Park Avenue New York, NY 10154 William F. Glavin Vice President and Director Trustee and President Two International Place Boston, MA 02110-4103 James J. McGovern Chief Financial Officer and Treasurer None 345 Park Avenue New York, NY 10054 Caroline Pearson Secretary Assistant Secretary Two International Place Boston, MA 02110-4103 Linda J. Wondrack Vice President and Chief None Two International Place Compliance Officer Boston, MA 02110-4103 Susan K. Crawshaw Vice President None 222 South Riverside Plaza Chicago, IL 60606 (1) (2) (3) Scudder Distributors, Inc. Name and Principal Positions and Offices with Positions and Business Address Scudder Distributors, Inc. Offices with Registrant ---------------- -------------------------- ----------------------- Scott B. David Vice President None Two International Place Boston, MA 02110-4103 Robert Froelich Vice President None 222 South Riverside Plaza Chicago, IL 60606 Michael L. Gallagher Vice President None 222 South Riverside Plaza Chicago, IL 60606 M. Patrick Donovan Vice President None Two International Place Boston, MA 02110-4103 Michael E. Harrington Vice President None 222 South Riverside Plaza Chicago, IL 60606 Dean Jackson Vice President None 222 South Riverside Plaza Chicago, IL 60606 Terrance S. McBride Vice President None 222 South Riverside Plaza Chicago, IL 60606 C. Perry Moore Vice President None 222 South Riverside Plaza Chicago, IL 60606 Johnston A. Norris Vice President None 222 South Riverside Plaza Chicago, IL 60606 Todd N. Gierke Assistant Treasurer None 222 South Riverside Plaza Chicago, IL 60606 James E. Keating Assistant Treasurer None 345 Park Avenue New York, NY 10054 Philip J. Collora Assistant Secretary Vice President and Assistant 222 South Riverside Plaza Secretary Chicago, IL 60606 (1) (2) (3) Scudder Distributors, Inc. Name and Principal Positions and Offices with Positions and Business Address Scudder Distributors, Inc. Offices with Registrant ---------------- -------------------------- ----------------------- Diane E. Ratekin Assistant Secretary None 222 South Riverside Plaza Chicago, IL 60606
(c) Not applicable Item 28. Location of Accounts and Records. -------- --------------------------------- Certain accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are maintained by Deutsche Investment Management Americas Inc., 222 South Riverside Plaza, Chicago, IL 60606. Records relating to the duties of the Registrant's custodian are maintained by State Street Bank and Trust Company, Heritage Drive, North Quincy, Massachusetts. Records relating to the duties of the Registrant's transfer agent are maintained by Scudder Investments Service Company ("SISC"), 811 Main Street, Kansas City, Missouri 64105-2005. Item 29. Management Services. -------- -------------------- Inapplicable. Item 30. Undertakings. -------- ------------- Inapplicable. SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston and the Commonwealth of Massachusetts on the 26th day of November 2002. SCUDDER BLUE CHIP FUND By /s/ John Millette ----------------- John Millette, Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on November 26, 2002 on behalf of the following persons in the capacities indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/John W. Ballantine -------------------------------------- John W. Ballantine* Trustee November 26, 2002 /s/Lewis A. Burnham -------------------------------------- Lewis A. Burnham* Trustee November 26, 2002 /s/Paul K. Freeman -------------------------------------- Paul K. Freeman* Trustee November 26, 2002 /s/Richard T. Hale -------------------------------------- Richard T. Hale* Trustee, Chairman November 26, 2002 /s/Donald L. Dunaway -------------------------------------- Donald L. Dunaway* Trustee November 26, 2002 /s/James R. Edgar -------------------------------------- James R. Edgar* Trustee November 26, 2002 /s/ William F. Glavin, Jr. -------------------------------------- William F. Glavin, Jr. Trustee, President November 26, 2002 /s/Robert B. Hoffman -------------------------------------- Robert B. Hoffman* Trustee November 26, 2002 /s/Shirley D. Peterson -------------------------------------- Shirley D. Peterson* Trustee November 26, 2002 /s/Fred B. Renwick -------------------------------------- Fred B. Renwick* Trustee November 26, 2002 /s/John G. Weithers -------------------------------------- John G. Weithers* Trustee November 26, 2002 /s/William P. Sommers Trustee November 26, 2002 -------------------------------------- William P. Sommers* /s/ Charles A. Rizzo -------------------------------------- Charles A. Rizzo Treasurer (Principal Financial November 26, 2002 and Accounting Officer)
*By: /s/John Millette ------------------- John Millette** ** Attorney-in-fact pursuant to the powers of attorney filed herein. POWER OF ATTORNEY Scudder Blue Chip Fund Pursuant to the requirements of the Securities Act of 1933, this Power of Attorney has been signed below by the following persons in the capacities and on the dates indicated. By so signing, the undersigned in his/her capacity as trustee or officer, or both, as the case may be of the Registrant, does hereby appoint Philip J. Collora, John Millette, Caroline Pearson, and David Sturms and each of them, severally, or if more than one acts, a majority of them, his/her true and lawful attorney and agent to execute in his/her name, place and stead (in such capacity) any and all amendments to the Registration Statement and any post-effective amendments thereto and all instruments necessary or desirable in connection therewith, to attest the seal of the Registrant thereon and to file the same with the Securities and Exchange Commission. Each of said attorneys and agents shall have power to act with or without the other and have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and agents and each of them.
SIGNATURE TITLE DATE --------- ----- ---- /s/ John W. Ballantine July 18, 2001 -------------------------------------- John W. Ballantine Trustee /s/ Lewis A. Burnham July 18, 2001 -------------------------------------- Lewis A. Burnham Trustee /s/ Mark S. Casady July 18, 2001 -------------------------------------- Mark S. Casady Trustee and President /s/ Linda C. Coughlin July 18, 2001 -------------------------------------- Linda C. Coughlin Trustee, Vice President and Chairman /s/ Donald L. Dunaway July 18, 2001 -------------------------------------- Donald L. Dunaway Trustee /s/ James R. Edgar July 18,2001 -------------------------------------- James R. Edgar Trustee /s/ William F. Glavin, Jr. July 18,2001 -------------------------------------- William F. Glavin, Jr. Trustee /s/ Robert B. Hoffman July 18, 2001 -------------------------------------- Robert B. Hoffman Trustee /s/ Shirley D. Peterson July 18, 2001 -------------------------------------- Shirley D. Peterson Trustee /s/ Fred B. Renwick July 18, 2001 -------------------------------------- Fred B. Renwick Trustee /s/ William P. Sommers July 18, 2001 -------------------------------------- William P. Sommers Trustee /s/ John G. Weithers July 18, 2001 -------------------------------------- John G. Weithers Trustee
POWER OF ATTORNEY ----------------- Scudder Aggressive Growth Fund Scudder Target Fund Scudder Blue Chip Fund Scudder Technology Fund Scudder Dynamic Growth Fund Scudder Total Return Fund Scudder Equity Trust Scudder U.S. Government Securities Fund Scudder Floating Rate Fund Scudder Value Series, Inc Scudder Focus Value Plus Growth Fund Scudder Variable Series II Scudder Growth Fund Cash Account Trust Scudder High Yield Series Cash Equivalent Fund Scudder Investors Trust Investors Cash Trust Scudder New Europe Fund, Inc. Investors Municipal Cash Fund Scudder Portfolios Scudder Money Funds Scudder State Tax-Free Income Series Scudder Yieldwise Funds Scudder Strategic Income Fund Tax-Exempt CA Money Market Fund Pursuant to the requirements of the Securities Act of 1933, this amendment to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. By so signing, the undersigned in their capacity as a director, trustee or officer, or both, as the case may be of the Registrant, does hereby appoint Daniel O. Hirsch, John Millette and Caroline Pearson, and each of them, severally, or if more than one acts, a majority of them, their true and lawful attorney and agent to execute in their name, place and stead (in such capacity) any and all amendments to the Registration Statement and any post-effective amendments thereto and all instruments necessary or desirable in connection therewith, to attest the seal of the Registrant thereon and to file the same with the Securities and Exchange Commission. Each of said attorneys and agents shall have power to act with or without the other and have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and agents and each of them. SIGNATURE TITLE DATE --------- ----- ---- /s/ Richard T. Hale Director/Trustee May 30, 2002 ------------------- Richard T. Hale Director/Trustee May 30, 2002 ------------------- Paul K. Freeman POWER OF ATTORNEY ----------------- Scudder Aggressive Growth Fund Scudder Target Fund Scudder Blue Chip Fund Scudder Technology Fund Scudder Dynamic Growth Fund Scudder Total Return Fund Scudder Equity Trust Scudder U.S. Government Securities Fund Scudder Floating Rate Fund Scudder Value Series, Inc Scudder Focus Value Plus Growth Fund Scudder Variable Series II Scudder Growth Fund Cash Account Trust Scudder High Yield Series Cash Equivalent Fund Scudder Investors Trust Investors Cash Trust Scudder New Europe Fund, Inc. Investors Municipal Cash Fund Scudder Portfolios Scudder Money Funds Scudder State Tax-Free Income Series Scudder Yieldwise Funds Scudder Strategic Income Fund Tax-Exempt CA Money Market Fund Pursuant to the requirements of the Securities Act of 1933, this amendment to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. By so signing, the undersigned in their capacity as a director, trustee or officer, or both, as the case may be of the Registrant, does hereby appoint Daniel O. Hirsch, John Millette and Caroline Pearson, and each of them, severally, or if more than one acts, a majority of them, their true and lawful attorney and agent to execute in their name, place and stead (in such capacity) any and all amendments to the Registration Statement and any post-effective amendments thereto and all instruments necessary or desirable in connection therewith, to attest the seal of the Registrant thereon and to file the same with the Securities and Exchange Commission. Each of said attorneys and agents shall have power to act with or without the other and have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and agents and each of them. SIGNATURE TITLE DATE --------- ----- ---- /s/ Paul K. Freeman Director/Trustee June 18, 2002 ------------------- Paul K. Freeman File No. 33-17777 File No. 811-5357 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO FORM N-1A POST-EFFECTIVE AMENDMENT NO. 22 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND AMENDMENT NO. 22 TO REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 SCUDDER BLUE CHIP FUND SCUDDER BLUE CHIP FUND EXHIBIT INDEX