SCUDDER MUNICIPAL TRUST

         On February 7, 2000, the Board of Trustees of Scudder Municipal Trust
adopted the following amending the By-Laws of the trust to read as follows:

                  RESOLVED, that the second sentence of Article III, Section 1
                  of each Fund's By-Laws shall be amended to read as follows
                  (additions are underlined, and deletions are [struckout]):
                                 ----------

                  The holders of [a majority] one-third of outstanding Shares
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                  present in person or by proxy shall constitute a quorum at any
                  meeting of the Shareholders.

                  FURTHER RESOLVED, that the first sentence of Article III,
                  Section 2 of the Fund's By-Laws shall be amended to read as
                  follows (additions are underlined, and deletions are
                  [struckout]):          ----------

                  Notice of all meetings of Shareholders, stating the time,
                  place and purpose of the meeting, shall be given by the
                  Trustees by mail to each Shareholder at his address as
                  recorded on the register of the Trust mailed at least ten (10)
                  days and not more than [sixty (60)] ninety (90) days before
                  the meeting.                        -----------

                  FURTHER RESOLVED, that Article III, Section 3 of the Fund's
                  By-Laws shall be amended to read as follows (additions are
                  underlined, and deletions are [struckout]):
                  ----------

                  For the purpose of determining the Shareholders who are
                  entitled to notice of and to vote at any meeting, or to
                  participation any distribution, or for the purpose of any
                  other action, the Trustees may from time to time close the
                  transfer books for such period, not exceeding thirty (30)
                  days, as the Trustees may determine; or without closing the
                  transfer books the Trustees may fix a date not more than
                  [sixty (60) days] ninety (90) days prior to the date of any
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                  meeting of Shareholders or distribution or other action as a
                  record date for the determinations of the persons to be
                  treated as Shareholders of record for such purposes, except
                  for dividend payments which shall be governed by the
                  Declaration.

                  FURTHER RESOLVED, that Article III, Section 7 of each Fund's
                  By-Laws shall be added and read as follows:

                  Section 7. Proxy Instructions Transmitted by Telephonic or
                  Electronic Means. The placing of a Shareholder's name on a
                  proxy pursuant to telephonic or electronically transmitted
                  instructions obtained pursuant to procedures reasonably
                  designed to verify that such instructions have been authorized
                  by such Shareholder shall constitute execution of such proxy
                  by or on behalf of such Shareholder.