As filed with the Securities and Exchange Commission
on March 29, 2000
Securities Act File No. 333-31612
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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. /____/
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SCUDDER STATE TAX FREE 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 Massachusetts Tax Free Fund, a series of the Registrant
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.
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 3, 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 3, 2000.
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 as
of December 8, 1987. (Incorporated by reference to
Post-Effective Amendment No. 22 to the
Registrant's Registration Statement on Form N-1A
(the "Registration Statement").)
(2) Amended Establishment and Designation of Series of
Beneficial Interest, $.01 Par Value. (Incorporated
by reference to Post-Effective Amendment No. 22 to
the Registration Statement.)
(2) (b) (1) By-laws of the Registrant dated May 25, 1983.
(Incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement.)
(2) Amendment to By-laws dated December 10, 1991.
(Incorporated by reference to Post-Effective
Amendment No. 22 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 3, 2000.
(5) Inapplicable.
(6) (d) (1) Investment Management Agreement between the
Registrant, on behalf of Scudder New York Tax Free
Fund, and Scudder Kemper Investments, Inc. dated
September 7, 1998. (Incorporated by reference to
Post-Effective Amendment No. 27 to the
Registration Statement.)
(2) Investment Management Agreement between the
Registrant, on behalf of Scudder New York Tax Free
Money Fund, and Scudder Kemper Investments, Inc.
dated September 7, 1998. (Incorporated by
reference to Post-Effective Amendment No. 27 to
the Registration Statement.)
(3) Investment Management Agreement between the
Registrant, on behalf of Scudder Ohio Tax Free
Fund, and Scudder Kemper Investments, Inc. dated
September 7, 1998. (Incorporated by reference to
Post-Effective Amendment No. 27 to the
Registration Statement.)
(4) Investment Management Agreement between the
Registrant, on behalf of Scudder Pennsylvania Tax
Free Fund, and Scudder Kemper Investments, Inc.
dated September 7, 1998. (Incorporated by
reference to Post-Effective Amendment No. 27 to
the Registration Statement.)
(5) Investment Management Agreement between the
Registrant, on behalf of Scudder Massachusetts Tax
Free Fund, and Scudder Kemper Investments, Inc.
dated September 7, 1998. (Incorporated by
reference to Post-Effective Amendment No. 27 to
the Registration Statement.)
(6) Investment Management Agreement between the
Registrant, on behalf of Scudder Massachusetts
Limited Term Tax Free Fund, and Scudder Kemper
Investments, Inc. dated September 7, 1998.
(Incorporated by reference to Post-Effective
Amendment No. 27 to the Registration Statement.)
(7) Underwriting Agreement between the Registrant and
Scudder Investor Services, Inc. dated September 7,
1998. (Incorporated by reference to Post-Effective
Amendment No. 27 to the Registration Statement.)
(8) Inapplicable.
(g) (1) Custodian Agreement between the Registrant and
State Street Bank and Trust Company dated June 14,
1983. (Incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement.)
(2) Fee Schedule for Exhibit (9)(g)(1). (Incorporated
by reference to Post-Effective Amendment No. 22 to
the Registration Statement.)
(3) Amendment dated April 16, 1986 to the Custodian
Agreement between the Registrant and State Street
Bank and Trust Company. (Incorporated by reference
to Post-Effective Amendment No. 22 to the
Registration Statement.)
(4) Amendment dated August 9, 1988 to the Custodian
Agreement between the Registrant and State Street
Bank and Trust Company. (Incorporated by reference
to Post-Effective Amendment No. 22 to the
Registration Statement.)
(5) Amendment dated December 11, 1990 to the Custodian
Contract between the Registrant and State Street
Bank and Trust Company. (Incorporated by reference
to Post-Effective Amendment No. 22 to the
Registration Statement.)
(6) Subcustodian Agreement between State Street Bank
and Trust Company and Morgan Guaranty Trust
Company of New York dated November 25, 1985.
(Incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement.)
(7) Subcustodian Agreement between Irving Trust
Company and State Street Bank and Trust Company
dated November 30, 1987. (Incorporated by
reference to Post-Effective Amendment No. 22 to
the Registration Statement.)
(8) Subcustodian Agreement between Chemical Bank and
State Street Bank and Trust Company dated October
6, 1988. (Incorporated by reference to
Post-Effective Amendment No. 22 to the
Registration Statement.)
(9) Subcustodian Agreement between Security Pacific
National Trust Company (New York) and State Street
Bank and Trust Company dated February 18, 1988.
(Incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement.)
(10) Scudder State Tax Free Trust Plan with respect to
Scudder Massachusetts Tax Free 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 3, 2000.
(12) Opinion and Consent 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 Post-Effective
Amendment No. 22 to the Registration Statement.)
(2) Fee schedule for Exhibit (13)(h)(1). (Incorporated
by reference to Post-Effective Amendment No. 22 to
the Registration Statement.)
(3) Fund Accounting Services Agreement between the
Registrant (on behalf of Scudder Massachusetts
Limited Term Tax Free Fund) and Scudder Fund
Accounting Corporation dated February 15, 1994.
(Incorporated by reference to Post-Effective
Amendment No. 22 to the Registration Statement.)
(4) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Massachusetts Tax
Free Fund, and Scudder Fund Accounting Corporation
dated November 14, 1994.
(Incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement.)
(5) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder New York Tax Free
Fund, and Scudder Fund Accounting Corporation
dated December 7, 1994.
(Incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement.)
(6) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder New York Tax Free
Money Fund, and Scudder Fund Accounting
Corporation dated September 22, 1994.
(Incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement.)
(7) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Massachusetts Tax
Free Fund, and Scudder Fund Accounting Corporation
dated November 14, 1994.
(Incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement.)
(8) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Ohio Tax Free
Fund, and Scudder Fund Accounting Corporation
dated November 21, 1994.
(Incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement.)
(9) Fund Accounting Services Agreement between the
Registrant, on behalf of Scudder Pennsylvania Tax
Free Fund, and Scudder Fund Accounting Corporation
dated November 16, 1994.
(Incorporated by reference to Post-Effective
Amendment No. 17 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 3, 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 3, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Scudder State Tax Free 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.
SCUDDER STATE TAX FREE 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
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/s/ Linda C. Coughlin President & Trustee March 29, 2000
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Linda C. Coughlin
/s/ Henry P. Becton, Jr.* Trustee March 29, 2000
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Henry P. Becton, Jr.
/s/ Dawn-Marie Driscoll* Trustee March 29, 2000
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Dawn-Marie Driscoll
/s/ Peter B. Freeman* Trustee March 29, 2000
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Peter B. Freeman
/s/ George M. Lovejoy, Jr.* Trustee March 29, 2000
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George M. Lovejoy, Jr.
/s/ Wesley W. Marple, Jr.* Trustee March 29, 2000
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Wesley W. Marple, Jr.
/s/ Kathryn L. Quirk* Trustee, Vice President & March 29, 2000
- --------------------- Assistant Secretary
Kathryn L. Quirk
/s/ Jean C. Tempel* Trustee March 29, 2000
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Jean C. Tempel
/s/ John R. Hebble Treasurer (Principal March 29, 2000
- ------------------ Financial and Accounting
John R. Hebble Officer)
*By: /s/ Sheldon A. Jones March 29, 2000
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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 3, 2000.