-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VjxwF83sKsIEYrk4JZ/D+rdJZFjvAGz9P0zoYJXlASrXqxDTVWD2gds91e3JwHna J1sBoFnsMt0RFN7UpZih1Q== 0000088053-97-000133.txt : 19971105 0000088053-97-000133.hdr.sgml : 19971105 ACCESSION NUMBER: 0000088053-97-000133 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 26 FILED AS OF DATE: 19971104 EFFECTIVENESS DATE: 19971104 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCUDDER MUNICIPAL TRUST CENTRAL INDEX KEY: 0000203142 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 046396607 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 002-57139 FILM NUMBER: 97707750 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-02671 FILM NUMBER: 97707751 BUSINESS ADDRESS: STREET 1: 175 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173305592 FORMER COMPANY: FORMER CONFORMED NAME: SCUDDER MANAGED MUNICIPAL BONDS DATE OF NAME CHANGE: 19880302 485BPOS 1 485(B) FILING FOR SCUDDER MUNICIPAL TRUST Filed electronically with the Securities and Exchange Commission on November 4, 1997 File No. 2-57139 File No. 811-2671 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. 33 ----- and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 24 ----- Scudder Municipal Trust ------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Two International Place, Boston, MA 02110-4103 --------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (617) 295-2567 -------------- Thomas F. McDonough Scudder, Stevens & Clark, Inc. Two International Place, Boston MA 02110 ------------------------------------------------- (Name and Address of Agent for Service) It is proposed that this filing will become effective X immediately upon filing pursuant to paragraph (b) ------ on May 1, 1997 pursuant to paragraph (b) ------ 60 days after filing pursuant to paragraph (a)(i) ------ on __________ pursuant to paragraph (a)(i) ------ 75 days after filing pursuant to paragraph (a)(ii) ------ on __________ pursuant to paragraph (a)(ii) of Rule 485. ------ If appropriate, check the following: this post-effective amendment designates a new effective date for a ------ previously filed post-effective amendment SCUDDER MANAGED MUNICIPAL BONDS AND SCUDDER HIGH YIELD TAX FREE FUND CROSS-REFERENCE SHEET Items Required By Form N-1A PART A Item No. Item Caption Prospectus Caption - -------- ------------ ------------------ 1. Cover Page COVER PAGE 2. Synopsis EXPENSE INFORMATION 3. Condensed Financial FINANCIAL HIGHLIGHTS Information 4. General Description of SCUDDER MANAGED MUNICIPAL BONDS- Registrant Investment objective and policies, investments SCUDDER HIGH YIELD TAX FREE FUND- Investment objective and policies, investments ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS FUND ORGANIZATION 5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN FUND ORGANIZATION-Investment adviser, transfer agent SHAREHOLDER BENEFITS-A team approach to investing TRUSTEES AND OFFICERS 5A. Management's Discussion NOT APPLICABLE of Fund Performance 6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION- Securities Dividends and capital gains distributions TRANSACTION INFORMATION-Tax information SHAREHOLDER BENEFITS-Toll-free Telephone Service and Information, T.D.D. Service for the Hearing Impaired, Dividend reinvestment plan HOW TO CONTACT SCUDDER 7. Purchase of Securities PURCHASES Being Offered TRANSACTION INFORMATION-Purchasing shares INVESTMENT PRODUCTS AND SERVICES FUND ORGANIZATION-Underwriter 8. Redemption or EXCHANGES AND REDEMPTIONS Repurchase TRANSACTION INFORMATION-Redeeming shares 9. Pending Legal NOT APPLICABLE Proceedings Cross Reference - Page 1 PART B Caption in Statement of Item No. Item Caption Additional Information - -------- ------------ ----------------------- 10. Cover Page COVER PAGE 11. Table of Contents TABLE OF CONTENTS 12. General Information and ORGANIZATION OF THE FUNDS History 13. Investment Objectives THE FUND'S AND THEIR OBJECTIVES and Policies 14. Management of the Fund TRUSTEES AND OFFICERS REMUNERATION 15. Control Persons and TRUSTEES AND OFFICERS Principal Holders of Securities 16. Investment Advisory and INVESTMENT ADVISER Other Services DISTRIBUTOR ADDITIONAL INFORMATION-Experts, Other Information 17. Brokerage Allocation PORTFOLIO TRANSACTIONS-Brokerage and Other Practices 18. Capital Stock and ORGANIZATION OF THE FUNDS Other Securities 19. Purchase, Redemption PURCHASES and Pricing of EXCHANGES AND REDEMPTIONS Securities Being FEATURES AND SERVICES OFFERED BY THE FUNDS- Offered Dividend and Capital Gain Distribution Options SPECIAL PLAN ACCOUNTS NET ASSET VALUE 20. Tax Status DIVIDENDS TAXES 21. Underwriters DISTRIBUTOR 22. Calculation of PERFORMANCE INFORMATION Performance Data 23. Financial Statements FINANCIAL STATEMENTS Cross Reference - Page 2 Part A Part A of this Post-Effective Amendment No. 33 to the Registration Statement is incorporated by reference in its entirety to the Scudder Municipal Trust's current Post-Effective Amendment No. 32 on Form N-1A filed on April 29, 1997 and to its definitive Rule 497(c) filing on May 9, 1997. Part B Part B of this Post-Effective Amendment No. 33 to the Registration Statement is incorporated by reference in its entirety to the Scudder Municipal Trust's current Post-Effective Amendment No. 32 on Form N-1A filed on April 29, 1997 and to its definitive Rule 497(c) filing on May 9, 1997. SCUDDER MUNICIPAL TRUST PART C. OTHER INFORMATION Item 24. Financial Statements and Exhibits a. Financial Statements Included in Part A: Scudder Managed Municipal Bonds Financial highlights for the ten fiscal years ended December 31, 1996. Incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement. Included in Part A: Scudder High Yield Tax Free Fund Financial highlights for the period January 22, 1987 (commencement of operations) to December 31, 1987 and for the nine fiscal years ended December 31, 1996. Incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement. Included in Part B: Scudder Managed Municipal Bonds Investment Portfolio as of December 31, 1996 Statement of Assets and Liabilities as of December 31, 1996 Statement of Operations for the fiscal year ended December 31, 1996 Statements of Changes in Net Assets for the two fiscal years ended December 31, 1996 Financial Highlights for the ten fiscal years ended December 31, 1996 Notes to Financial Statements Report of Independent Accountants Incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement. Included in Part B: Scudder High Yield Tax Free Fund Investment Portfolio as of December 31, 1996 Statement of Assets and Liabilities as of December 31, 1996 Statement of Operations for the year ended December 31, 1996 Statements of Changes in Net Assets for the two fiscal years ended December 31, 1996 Financial Highlights for the period January 22, 1987 (commencement of operations) to December 31, 1987 and for the nine fiscal years ended December 31, 1996. Notes to Financial Statements Report of Independent Accountants Incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement. Statements, schedules and historical information other than those listed above have been omitted since they are either not applicable or are not required. Part C - Page 1 All references to the Registration Statement are to the Registrant's Registration Statement on Form N-1A as filed with the Securities and Exchange Commission. File Nos. 2-57139 and 811-2671 (the "Registration Statement"). b. Exhibits: 1. (a)(1) Amended and Restated Declaration of Trust dated December 8, 1987 is filed herein. (a)(2) Amendment to Amended and Restated Declaration of Trust dated December 11, 1990 is filed herein. (b) Instrument dated October 29, 1986 Establishing and Designating an Additional Series of Shares is filed herein. (c) Establishment and Designation of Series dated November 6, 1987 is filed herein. 2. (a) By-laws of the Registrant dated September 24, 1976 as amended through December 31, 1979 is filed herein. (b) Amendment to the By-Laws of Registrant as amended through December 8, 1987 is filed herein. (c) Amendment to the By-Laws of Registrant dated August 13, 1991 is filed herein. (d) Amendment to the By-Laws of Registrant dated December 10, 1991 is filed herein. 3. Inapplicable. 4. Inapplicable. 5. (a) Investment Management Agreement between the Registrant (on behalf of Scudder Managed Municipal Bonds) and Scudder, Stevens & Clark, Inc. dated December 12, 1990 is filed herein. (b) Investment Management Agreement between the Registrant (on behalf of Scudder High Yield Tax Free Fund) and Scudder, Stevens & Clark, Inc. dated December 12, 1990 is filed herein. (c) Investment Management Agreement between the Registrant (on behalf of Scudder Managed Municipal Bonds) and Scudder, Stevens & Clark, Inc. dated August 10, 1993 is filed herein. 6. Underwriting Agreement between the Registrant and Scudder Investor Services, Inc., formerly Scudder Fund Distributors, Inc. dated January 12, 1987 is filed herein. 7. Inapplicable. 8. (a)(1) Custodian Agreement between the Registrant and State Street Bank and Trust Company dated March 17, 1980 is filed herein. (a)(2) Fee schedule for Exhibit 8(a)(1) is filed herein. Part C - Page 2 (a)(3) Amendment No. 1 to the Custodian Agreement between the Registrant and State Street Bank and Trust Company dated March 17, 1980 is filed herein. (a)(4) Amendment to the Custodian Contract between the Registrant and State Street Bank and Trust Company dated August 9, 1988 is filed herein. (a)(5) Amendment to the Custodian Contract between the Registrant and State Street Bank and Trust Company dated December 11, 1990 is filed herein. (b) Subcustodian Agreement and Fee Schedule between State Street Bank and Trust Company and The Bank of New York, London office, dated December 31, 1978 is filed herein. (c) Subcustodian Agreement between Irving Trust Company and State Street Bank and Trust Company dated November 30, 1987 is filed herein. (d) Subcustodian Agreement between State Street Bank and Trust Company and Morgan Guaranty Trust Company of New York dated November 25, 1985 is filed herein. (e) Subcustodian Agreement between Chemical Bank and State Street Bank and Trust Company dated May 31, 1988 is filed herein. (f) Subcustodian Agreement between Security Pacific National Bank and Trust Company (New York) and State Street Bank and Trust Company dated February 18, 1988 is filed herein. (g) Subcustodian Agreement between Bankers Trust Company and State Street Bank and Trust Company dated August 15, 1989 is filed herein. (h) Fee Schedule for Exhibit 8(a)(1) is incorporated by reference to Post-Effective Amendment No. 29. 9. (a)(1) Transfer Agency, Service Agreement and Fee Schedule between the Registrant and Scudder Service Corporation dated October 2, 1989 is filed herein. (a)(2) Revised Fee Schedule dated October 1, 1995 for Exhibit 9 (a)(1) is incorporated by reference to Post-Effective Amendment No. 30 to the Registration Statement. (a)(3) Fund Accounting Services Agreement between the Registrant, on behalf of Scudder High Yield Tax Free Fund, and Scudder Fund Accounting Corporation dated January 23, 1995 is incorporated by reference to Post-Effective Amendment No. 29. (a)(4) Fund Accounting Services Agreement between the Registrant, on behalf of Scudder Managed Municipal Bonds, and Scudder Fund Accounting Corporation dated February 9, 1995 is incorporated by reference to Post-Effective Amendment No. 29. Part C - Page 3 (a)(5) Revised Fee Schedule for Exhibit 9(a)(1) dated October 1, 1996 is incorporated by reference to Post-Effective Amendment No. 32. (b) Inapplicable. 10. Inapplicable. 11. Inapplicable. 12. Inapplicable. 13. Inapplicable. 14. Inapplicable. 15. Inapplicable. 16. Schedule for Computation of Performance Quotation is filed herein. 17. Inapplicable. Item 25. Persons Controlled by or under Common Control with Registrant. None Item 26. Number of Holders of Securities (as of October 13, 1997). (1) (2) Title of Class Number of Shareholders -------------- ---------------------- Scudder Managed Municipal Bonds 10,925 shares of beneficial interest ($ .01 par value) Scudder High Yield Tax Free Fund 9,393 shares of beneficial interest ($ .01 par value) Item 27. Indemnification. A policy of insurance covering Scudder, Stevens & Clark, Inc., its subsidiaries including Scudder Investor Services, Inc., and all of the registered investment companies advised by Scudder, Stevens & Clark, 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 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; Part C - Page 4 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)(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 Part C - Page 5 (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 inure 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 28. Business or Other Connections of Investment Adviser The Adviser 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 28. Business and Other Connections of Board Name of Directors of Registrant's Adviser ---- ------------------------------------ Stephen R. Beckwith Director, Vice President, Treasurer, Chief Operating Officer & Chief Financial Officer, Scudder, Stevens & Clark, Inc. (investment adviser)** Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)** President & Director, The Latin America Dollar Income Fund, Inc. (investment company)** President & Director, Scudder World Income Opportunities Fund, Inc. (investment company)** President, The Japan Fund, Inc. (investment company)** Supervisory Director, The Latin America Income and Appreciation Fund N.V. (investment company) + Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx Part C - Page 6 Supervisory Director, Scudder Mortgage Fund (investment company)+ Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I & II (investment company) + Director, Canadian High Income Fund (investment company)# Director, Hot Growth Companies Fund (investment company)# Director, Sovereign High Yield Investment Company (investment company)+ Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) # Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)** President & Director, Scudder New Europe Fund, Inc. (investment company)** President & Director, The Brazil Fund, Inc. (investment company)** President & Director, The First Iberian Fund, Inc. (investment company)** President & Director, Scudder International Fund, Inc. (investment company)** President & Director, Scudder Global Fund, Inc. (President on all series except Scudder Global Fund) (investment company)** President & Director, The Korea Fund, Inc. (investment company)** President & Director, Scudder New Asia Fund, Inc. (investment company)** President, The Argentina Fund, Inc. (investment company)** Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)** Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)### Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser) Toronto, Ontario, Canada Vice President, Scudder, Stevens & Clark Overseas Corporationoo E. Michael Brown Director, Chief Administrative Officer, Scudder, Stevens & Clark, Inc. (investment adviser)** Trustee, Scudder GNMA Fund (investment company)* Trustee, Scudder Portfolio Trust (investment company)* Trustee, Scudder U.S. Treasury Fund (investment company)* Trustee, Scudder Tax Free Money Fund (investment company)* Trustee, Scudder State Tax Free Trust (investment company)* Trustee, Scudder Cash Investment Trust (investment company)* Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)* Director & President, Scudder Realty Holding Corporation (a real estate holding company)* Director & President, Scudder Trust Company (a trust company)+++ Director, Scudder Trust (Cayman) Ltd. Mark S. Casady Director, Scudder, Stevens & Clark, Inc. (investment adviser)** Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)* Director & Vice President, Scudder Service Corporation (in-house transfer agent)* Director, SFA, Inc. (advertising agency)* Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)** Chairman & Trustee, AARP Cash Investment Funds (investment company)** Chairman & Trustee, AARP Growth Trust (investment company)** Chairman & Trustee, AARP Income Trust (investment company)** Chairman & Trustee, AARP Tax Free Income Trust (investment company)** Chairman & Trustee, AARP Managed Investment Portfolios Trust (investment company)** Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)* Director, SFA, Inc. (advertising agency)* Part C - Page 7 Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc. (investment adviser)** Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)* Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc. (investment adviser)** Vice President, Scudder California Tax Free Trust (investment company)* Vice President, Scudder Equity Trust (investment company)** Vice President, Scudder Cash Investment Trust (investment company)* Vice President, Scudder Fund, Inc. (investment company)** Vice President, Scudder Global Fund, Inc. (investment company)** Vice President, Scudder GNMA Fund (investment company)* Vice President, Scudder Portfolio Trust (investment company)* Vice President, Scudder Institutional Fund, Inc. (investment company)** Vice President, Scudder International Fund, Inc. (investment company)** Vice President, Scudder Investment Trust (investment company)* Vice President, Scudder Municipal Trust (investment company)* Vice President, Scudder Mutual Funds, Inc. (investment company)** Vice President, Scudder New Asia Fund, Inc. (investment company)** Vice President, Scudder New Europe Fund, Inc. (investment company)** Vice President, Scudder Securities Trust (investment company)* Vice President, Scudder State Tax Free Trust (investment company)* Vice President, Scudder Funds Trust (investment company)** Vice President, Scudder Tax Free Money Fund (investment company)* Vice President, Scudder Tax Free Trust (investment company)* Vice President, Scudder U.S. Treasury Money Fund (investment company)* Vice President, Scudder Pathway Series (investment company)* Vice President, Scudder Variable Life Investment Fund (investment company)* Vice President, The Brazil Fund, Inc. (investment company)** Vice President, The Korea Fund, Inc. (investment company)** Vice President, The Argentina Fund, Inc. (investment company)** Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment adviser) Toronto, Ontario, Canada Vice President, The First Iberian Fund, Inc. (investment company)** Vice President, The Latin America Dollar Income Fund, Inc. (investment company)** Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)** Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)** Vice President, Scudder Variable Life Investment Fund (investment company)* John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)** President, Montgomery Street Income Securities, Inc. (investment company)o Chairman, Scudder Realty Advisors, Inc. (realty investment adviser)x Daniel Pierce Chairman & Director, Scudder, Stevens & Clark, Inc. (investment adviser)** Chairman, Vice President & Director, Scudder Global Fund, Inc. (investment company)** Chairman & Director, Scudder New Europe Fund, Inc. (investment company)** Chairman & Director, The First Iberian Fund, Inc. (investment company)** Chairman & Director, Scudder International Fund, Inc. (investment company)** Chairman & Director, Scudder New Asia Fund, Inc. (investment company)** President & Trustee, Scudder Equity Trust (investment company)** President & Trustee, Scudder GNMA Fund (investment company)* President & Trustee, Scudder Portfolio Trust (investment company)* President & Trustee, Scudder Funds Trust (investment company)** President & Trustee, Scudder Securities Trust (investment company)* President & Trustee, Scudder Investment Trust (investment company)* Part C - Page 8 President & Director, Scudder Institutional Fund, Inc. (investment company)** President & Director, Scudder Fund, Inc. (investment company)** President & Director, Scudder Mutual Funds, Inc. (investment company)** Vice President & Trustee, Scudder Municipal Trust (investment company)* Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)* Vice President & Trustee, Scudder Pathway Series (investment company)* Trustee, Scudder California Tax Free Trust (investment company)* Trustee, Scudder State Tax Free Trust (investment company)* Vice President, Montgomery Street Income Securities, Inc. (investment company)o Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment adviser), Toronto, Ontario, Canada Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England President & Director, Scudder Precious Metals, Inc.xxx Vice President, Director & Assistant Secretary, Scudder Realty Holdings Corporation (a real estate holding company)* Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)* Director, Scudder Latin America Investment Trust PLC (investment company)@ Director, Fiduciary Trust Company (banking & trust company) Boston, MA Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA Trustee, New England Aquarium, Boston, MA Incorporator, Scudder Trust Company (a trust company)+++ Kathryn L. Quirk Director, Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder, Stevens & Clark, Inc. (investment adviser)** Director, Vice President & Assistant Secretary, The Argentina Fund, Inc. (investment company)** Director, Vice President & Assistant Secretary, Scudder International Fund, Inc. (investment company)** Director, Vice President & Assistant Secretary, Scudder New Asia Fund (investment company)** Director, Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)** Trustee, Vice President & Assistant Secretary, Scudder Equity Trust (investment company)** Trustee, Vice President & Assistant Secretary, Scudder Securities Trust (investment company)* Trustee, Vice President & Assistant Secretary, Scudder Funds Trust (investment company)** Trustee, Scudder Investment Trust (investment company)* Trustee, Scudder Municipal Trust (investment company)* Vice President & Trustee, Scudder Cash Investment Trust (investment company)* Vice President & Trustee, Scudder Tax Free Money Fund (investment company)* Vice President & Trustee, Scudder Tax Free Trust (investment company)* Vice President & Secretary, AARP Growth Trust (investment company)** Vice President & Secretary, AARP Income Trust (investment company)** Vice President & Secretary, AARP Tax Free Income Trust (investment company)** Vice President & Secretary, AARP Cash Investment Funds (investment company)** Vice President & Secretary, AARP Managed Investment Portfolios Trust (investment company)** Vice President & Secretary, The Japan Fund, Inc. (investment company)** Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc. (investment company)** Part C - Page 9 Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)** Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)** Vice President & Assistant Secretary, Montgomery Street Income Securities, Inc. (investment company)o Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)** Vice President & Assistant Secretary, Scudder Pathway Series (investment company)* Vice President & Assistant Secretary, Scudder New Europe Fund, Inc. (investment company)** Vice President & Assistant Secretary, Scudder Variable Life Investment Fund (investment company)* Vice President & Assistant Secretary, The First Iberian Fund, Inc. (investment company)** Vice President & Assistant Secretary, The Latin America Dollar Income Fund, Inc. (investment company)** Vice President, Scudder Fund, Inc. (investment company)** Vice President, Scudder Institutional Fund, Inc. (investment company)** Vice President, Scudder GNMA Fund (investment company)* Director, Senior Vice President & Clerk, Scudder Investor Services, Inc. (broker/dealer)* Director, Vice President & Secretary, Scudder Fund Accounting Corporation (in-house fund accounting agent)* Director, Vice President & Secretary, Scudder Realty Holdings Corporation (a real estate holding company)* Director & Clerk, Scudder Service Corporation (in-house transfer agent)* Director, SFA, Inc. (advertising agency)* Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.xxx Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)** President, AARP Cash Investment Funds (investment company)** President, AARP Growth Trust (investment company)** President, AARP Income Trust (investment company)** President, AARP Tax Free Income Trust (investment company)** President, AARP Managed Investment Portfolio Trust (investment company)** Edmond D. Villani Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc. (investment adviser)** Chairman & Director, The Argentina Fund, Inc. (investment company)** Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)** Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment company)** Supervisory Director, Scudder Mortgage Fund (investment company)+ Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I & II (investment company)+ Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)### Director, The Brazil Fund, Inc. (investment company)** Director, Indosuez High Yield Bond Fund (investment company) Luxembourg President & Director, Scudder, Stevens & Clark Overseas Corporationoo President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)** Director, Scudder Realty Advisors, Inc. (realty investment adviser)x Director, IBJ Global Investment Management S.A., (Luxembourg investment management company) Luxembourg, Grand-Duchy of Luxembourg Part C - Page 10 Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc. (investment adviser)** Vice President, Montgomery Street Income Securities, Inc. (investment company)o * Two International Place, Boston, MA x 333 South Hope Street, Los Angeles, CA ** 345 Park Avenue, New York, NY ++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL +++ 5 Industrial Way, Salem, NH o 101 California Street, San Francisco, CA # Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564 + John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles ## 2 Boulevard Royal, Luxembourg *** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan xxx Grand Cayman, Cayman Islands, British West Indies oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan ### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan @ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon, U.K. Item 29. Principal Underwriters. (a) Scudder California Tax Free Trust Scudder Cash Investment Trust Scudder Equity Trust Scudder Fund, Inc. Scudder Funds Trust Scudder Global Fund, Inc. Scudder GNMA Fund Scudder Institutional Fund, Inc. Scudder International Fund, Inc. Scudder Investment Trust Scudder Municipal Trust Scudder Mutual Funds, Inc. Scudder Pathway Series Scudder Portfolio Trust Scudder Securities Trust Scudder State Tax Free Trust Scudder Tax Free Money Fund Scudder Tax Free Trust Scudder U.S. Treasury Money Fund Scudder Variable Life Investment Fund AARP Cash Investment Funds AARP Growth Trust AARP Income Trust AARP Tax Free Income Trust AARP Managed Investment Portfolios Trust The Japan Fund, Inc. Part C - Page 11 (b)
(1) (2) (3) Name and Principal Position and Offices with Positions and Business Address Scudder Investor Services, Inc. Offices with Registrant - ---------------- ------------------------------- ----------------------- Lynn S. Birdsong Senior Vice President None 345 Park Avenue New York, NY 10154 E. Michael Brown Assistant Treasurer None Two International Place Boston, MA 02110 Mark S. Casady Director and Vice President None Two International Place Boston, MA 02110 Linda Coughlin Director and Senior Vice President None Two International Place Boston, MA 02110 Richard W. Desmond Vice President None 345 Park Avenue New York, NY 10154 Paul J. Elmlinger Senior Vice President and None 345 Park Avenue Assistant Clerk New York, NY 10154 Margaret D. Hadzima Assistant Treasurer None Two International Place Boston, MA 02110 Thomas W. Joseph Director, Vice President, Vice President Two International Place Treasurer and Assistant Clerk Boston, MA 02110 David S. Lee Director, President and Assistant None Two International Place Treasurer Boston, MA 02110 Thomas F. McDonough Clerk Vice President and Two International Place Secretary Boston, MA 02110 Thomas H. O'Brien Assistant Treasurer None 345 Park Avenue New York, NY 10154 Edward J. O'Connell Assistant Treasurer Vice President and 345 Park Avenue Assistant Treasurer New York, NY 10154
Part C - Page 12
Name and Principal Position and Offices with Positions and Business Address Scudder Investor Services, Inc. Offices with Registrant - ---------------- ------------------------------- ----------------------- Daniel Pierce Director, Vice President President and Trustee Two International Place and Assistant Treasurer Boston, MA 02110 Kathryn L. Quirk Director, Senior Vice President Trustee 345 Park Avenue and Assistant Clerk New York, NY 10154 Robert A. Rudell Vice President None Two International Place Boston, MA 02110 Edmund J. Thimme Vice President None 345 Park Avenue New York, NY 10154 Benjamin Thorndike Vice President None Two International Place Boston, MA 02110 Sydney S. Tucker Vice President None Two International Place Boston, MA 02110 David B. Watts Assistant Treasurer None Two International Place Boston, MA 02110 Linda J. Wondrack Vice President None Two International Place Boston, MA 02110
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 29. (c)
(1) (2) (3) (4) (5) Net Underwriting Compensation on Name of Principal Discounts and Redemptions Brokerage Other Underwriter Commissions and Repurchases Commissions Compensation ----------- ----------- --------------- ----------- ------------ Scudder Investor None None None None Services, Inc.
Item 30. 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 Scudder, Stevens & Clark, Inc., Two International Place, Boston, MA 02110-4103. 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 Service Corporation, Two International Place, Boston, Massachusetts. Part C - Page 13 Item 31. Management Services. Inapplicable. Item 32. Undertakings. Inapplicable. Part C - Page 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and the Commonwealth of Massachusetts on the day of October, 1997. SCUDDER MUNICIPAL TRUST By ___________________________________ Thomas F. McDonough, Vice President and Secretary 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 date indicated. SIGNATURE TITLE DATE - --------- ----- ---- - ------------------------- Henry P. Becton, Jr.* Trustee October , 1997 - ------------------------- Dawn-Marie Driscoll* Trustee October , 1997 - ------------------------- Peter B. Freeman* Trustee October , 1997 - ------------------------- George M. Lovejoy, Jr.* Trustee October , 1997 - ------------------------- Wesley W. Marple, Jr.* Trustee October , 1997 - ------------------------- Daniel Pierce* Vice President and Trustee October , 1997 - ------------------------- Kathryn L. Quirk* Trustee October , 1997 - ------------------------- Jean C. Tempel Trustee October , 1997 - ------------------------- Pamela A. McGrath Vice President and Treasurer Principal Financial and Accounting Officer) October , 1997 *By: ___________________________ Thomas F. McDonough Attorney-in-fact pursuant to a power of attorney contained in the signature page of Post-Effective Amendment No. 24 to the Registration Statement filed on February 25, 1991 and Post-Effective Amendment No. 32 filed on April 29, 1997. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston and the Commonwealth of Massachusetts on the ____ day of October, 1997. SCUDDER MUNICIPAL TRUST By ___________________________ Thomas F. McDonough, Vice President and Secretary 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 her capacity as a trustee or officer, or both, as the case may be of the Registrant, does hereby appoint David S. Lee, Thomas F. McDonough and B. Liebert and each of them, severally, or if more than one acts, a majority of them, her true and lawful attorney and agent to execute in 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/ Jean C. Tempel - --------------------- Kathryn L. Quirk Trustee October , 1997 3 File No. 2-57139 File No. 811-2671 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM N-1A POST-EFFECTIVE AMENDMENT NO. 33 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND AMENDMENT NO. 24 TO REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 SCUDDER MUNICIPAL TRUST SCUDDER MUNICIPAL TRUST EXHIBIT INDEX Exhibit 1(a)(1) Exhibit 1(a)(2) Exhibit 1(b) Exhibit 1(c) Exhibit 2(a) Exhibit 2(b) Exhibit 2(c) Exhibit 2(d) Exhibit 5(a) Exhibit 5(b) Exhibit 5(c) Exhibit 6 Exhibit 8(a)(1) Exhibit 8(a)(2) Exhibit 8(a)(3) Exhibit 8(a)(4) Exhibit 8(a)(5) Exhibit 8(b) Exhibit 8(c) Exhibit 8(d) Exhibit 8(e) Exhibit 8(f) Exhibit 8(g) Exhibit 9(a)(1) Exhibit 16 EX-99.1(A)(1) 2 AMENDED AND RESTATED DECLARATION OF TRUST Exhibit 1(a)(1) SCUDDER MUNICIPAL TRUST FILED AMENDED AND RESTATED [ILLEGIBLE] DEC 11 1987 DECLARATION OF TRUST SECRETARY OF STATE CORPORATE DIVISION DATED DECEMBER 8, 1987 TABLE OF CONTENTS Page ---- ARTICLE I -- Name and Definitions 1 Section 1.1 Name 1 Section 1.2 Definitions 1 ARTICLE II -- Trustees Section 2.1 General Powers 3 Section 2.2 Investments 3 Section 2.3 Legal Title 5 Section 2.4 Issuance and Repurchase of Shares 5 Section 2.5 Delegation; Committees 6 Section 2.6 Collection and Payment 6 Section 2.7 Expenses 6 Section 2.8 Manner of Acting; By-laws 6 Section 2.9 Miscellaneous Powers 7 Section 2.10 Principal Transactions 7 Section 2.11 Number of Trustees 8 Section 2.12 Election and Term 8 Section 2.13 Resignation and Removal 8 Section 2.14 Vacancies 9 Section 2.15 Delegation of Power to Other Trustees 9 ARTICLE III -- Contracts 9 Section 3.1 Distribution Contract 9 Section 3.2 Advisory or Management Contract 10 Section 3.3 Affiliations of Trustees or Officers, Etc. 10 Section 3.4 Compliance with 1940 Act 11 ARTICLE IV -- Limitations of Liability of Shareholders, Trustees and Others 11 Section 4.1 No Personal Liability of Share- holders, Trustees, Etc. 12 Section 4.2 Non-Liability of Trustees, Etc. 12 Section 4.3 Mandatory Indemnification 12 -ii- Page ---- Section 4.4 No Bond Required of Trustees 14 Section 4.5 No Duty of Investigation; Notice in Trust Instruments, Etc. 14 Section 4.6 Reliance on Experts, Etc. 14 ARTICLE V -- Shares of Beneficial Interest 15 Section 5.1 Beneficial Interest 15 Section 5.2 Rights of Shareholders 15 Section 5.3 Trust Only 15 Section 5.4 Issuance of Shares 15 Section 5.5 Register of Shares 16 Section 5.6 Transfer of Shares 16 Section 5.7 Notices, Reports 17 Section 5.8 Treasury Shares 17 Section 5.9 Voting Powers 17 Section 5.10 Meetings of Shareholders 18 Section 5.11 Series Designation 18 Section 5.12 Assent to Declaration of Trust 20 ARTICLE VI -- Redemption and Repurchase of Shares 20 Section 6.1 Redemption of Shares 20 Section 6.2 Price 21 Section 6.3 Payment 21 Section 6.4 Effect of Suspension of Determination of Net Asset Value 21 Section 6.5 Repurchase by Agreement 21 Section 6.6 Redemption of Shareholder's Interest 22 Section 6.7 Redemption of Shares in Order to Qualify as Regulated Investment Company; Disclosure of Holding 22 Section 6.8 Reductions in Number of Outstanding Shares Pursuant to Net Asset Value Formula 22 Section 6.9 Suspension of Right of Redemption 22 ARTICLE VII -- Determination of Net Asset Value, Net Income and Distributions 23 Section 7.1 Net Asset Value 23 Section 7.2 Distributions to Shareholders 24 -iii- Page ---- Section 7.3 Determination of Net Income; Constant Net Asset Value; Reduction of Outstanding Shares 24 Section 7.4 Allocation Between Principal and Income 25 Section 7.5 Power to Modify Foregoing Procedures 26 ARTICLE VIII -- Duration; Termination of Trust; Amendment; Mergers, Etc. 26 Section 8.1 Duration 26 Section 8.2 Termination of Trust 26 Section 8.3 Amendment Procedure 27 Section 8.4 Merger, Consolidation and Sale of Assets 28 Section 8.5 Incorporation 28 ARTICLE IX -- Reports to Shareholders 29 ARTICLE X -- Miscellaneous 29 Section 10.1 Filing 29 Section 10.2 Governing Law 29 Section 10.3 Counterparts 29 Section 10.4 Reliance by Third Parties 29 Section 10.5 Provisions in Conflict with Law or Regulations 30 -iv- AMENDED AND RESTATED DECLARATION OF TRUST OF SCUDDER MUNICIPAL TRUST DATED DECEMBER 8, 1987 [handwritten] (Reflecting the name change from Scudder Managed Municipal Bond Fund) [initialed] RWC [end writing] AMENDED AND RESTATED DECLARATION OF TRUST made December 8, 1987, by the undersigned Trustees; WHEREAS, pursuant to a Declaration of Trust dated September 24, 1976, the Trustees, established a Massachusetts business trust for the investment and reinvestment of funds contributed thereto; WHEREAS, said Declaration of Trust has been amended from time to time; WHEREAS, the Trustees desire to amend and restate said Declaration of Trust in its entirety; NOW, THEREFORE, the Trustees amend and restate the Declaration of Trust as follows: ARTICLE I NAME AND DEFINITIONS Section 1.1. Name. The name of the Trust created hereby is the "Scudder Municipal Trust". Section 1.2. Definitions. Wherever they are used herein, the following terms have the following respective meanings: (a) "By-laws" means the By-laws referred to in Section 2.8 hereof, as from time to time amended. (b) The term "Commission" has the meaning given it in the 1940 Act. The term "Interested Person" has the meaning given it in the 1940 Act, as modified by any applicable order or orders of the Commission. Except as otherwise defined by the Trustees in conjunction with the establishment of any series of Shares, the term "vote of a majority of the Shares outstanding and entitled to vote" shall have the same meaning as the term "vote of a majority of the outstanding voting securities" given it in the 1940 Act. (c) "Custodian" means any Person other than the Trust who has custody of any Trust Property as required by Section 17(f) of the 1940 Act, but does not include a system for the central handling of securities described in said Section 17(f). (d) "Declaration" means this Declaration of Trust as further amended from time to time. Reference in this Declaration of Trust to "Declaration," "hereof," "herein," and "hereunder" shall be deemed to refer to this Declaration rather than exclusively to the article or section in which such words appear. (e) "Distributor" means the party, other than the Trust, to the contract described in Section 3.1 hereof. (f) "His" shall include the feminine and neuter, as well as the masculine genders. (g) "Investment Adviser" means the party, other than the Trust, to the contract described in Section 3.2 hereof. (h) "Municipal Bonds" means obligations issued by or on behalf of states, territories of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, the interest from which is exempt from regular Federal income tax. (i) The "1940 Act" means the Investment Company Act of 1940, as amended from time to time. (j) "Person" means and includes individuals, corporations, partnerships, trusts, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof. (k) "Series" individually or collectively means the two or more Series as may be established and designated from time to time by the Trustees pursuant to Section 5.11 hereof. (l) "Shareholder" means a record owner of Outstanding Shares. (m) "Shares" means the equal proportionate units of interest into which the beneficial interest in the Trust shall be divided from time to time, including the Shares of any and all series which may be established by the Trustees, and includes fractions of Shares as well as whole Shares. "Outstanding Shares" means those Shares shown from time to time on the books of the Trust or its Transfer Agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust. (n) "Transfer Agent" means any one or more Persons other than the Trust who maintains the Shareholder records of the Trust, such as the list of Shareholders, the number of Shares credited to each account, and the like. -2- (o) The "Trust" means the Scudder Municipal Trust. (p) The "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or the Trustees. (q) The "Trustees" means the person or persons who has or have signed this Declaration, so long as he or they shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article II hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in this capacity or their capacities as trustees hereunder. ARTICLE II TRUSTEES Section 2.1. General Powers. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Declaration. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the Commonwealth of Massachusetts, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Trustees may be exercised without order of or resort to any court. Section 2.2 Investments. The Trustees shall have the power: (a) To operate as and carry on the business of an investment company, and exercise all the powers necessary and appropriate to the conduct of such operations. -3- (b) To invest in, hold for investment, or reinvest in, securities, including common and preferred stocks; warrants; bonds, debentures, bills, time notes and all other evidences of indebtedness; negotiable or non-negotiable instruments; government securities, including securities of any state, municipality or other political subdivision thereof, or any governmental or quasi-governmental agency or instrumentality; and money market instruments including bank certificates of deposit, finance paper, commercial paper, bankers acceptances and all kinds of repurchase agreements, of any corporation, company, trust, association, firm or other business organization however established, and of any country, state, municipality or other political subdivision, or any governmental or quasi-governmental agency or instrumentality. (c) To acquire (by purchase, subscription or otherwise), to hold, to trade in and deal in, to acquire any rights or options to purchase or sell, to sell or otherwise dispose of, to lend, and to pledge any such securities and to enter into repurchase agreements and forward foreign currency exchange contracts, to purchase and sell futures contracts on securities, securities indices and foreign currencies, to purchase or sell options on such contracts, foreign currency contracts and foreign currencies and to engage in all types of hedging and risk management transactions. (d) To exercise all rights, powers and privileges of ownership or interest in all securities, repurchase agreements, futures contracts and options and other assets included in the Trust Property, including the right to vote thereon and otherwise act with respect thereto and to do all acts for the preservation, protection, improvement and enhancement in value of all such assets. (e) To acquire (by purchase, lease or otherwise) and to hold, use, maintain, develop and dispose of (by sale or otherwise) any property, real or personal, including cash, and any interest therein. (f) To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of any obligation or engagement of any other Person and to lend Trust Property. (g) To aid by further investment any corporation, company, trust, association or firm, any obligation of or interest in which is included in the Trust Property or in the affairs of which the Trustees have any direct or indirect interest; to do all acts and things designed to protect, preserve, improve or enhance the value of such obligation or interest, and to -4- guarantee or become surety on any or all of the contracts, stocks, bonds, notes, debentures and other obligations of any such corporation, company, trust, association or firm. (h) To enter into a plan of distribution and any related agreements whereby the Trust may finance directly or indirectly any activity which is primarily intended to result in the sale of Shares. (i) In general to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers. The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries. Section 2.3. Legal Title. Legal title to all the Trust Property, including the property of any Series of the Trust, shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine, provided that the interest of the Trust therein is deemed appropriately protected. The right, title and interest of the Trustees in the Trust Property and the property of each Series of the Trust shall vest automatically in each Person who may hereafter become a Trustee. Upon the termination of the term of office, resignation, removal or death of a Trustee he shall automatically cease to have any right, title or interest in any of the Trust Property or the property of any Series of the Trust, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. Section 2.4. Issuance and Repurchase of Shares. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose -5- of, transfer, and otherwise deal in Shares and, subject to the provisions set forth in Articles VI and VII and Section 5.11 hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the particular series of the Trust with respect to which such Shares are issued, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of the Commonwealth of Massachusetts governing business corporations. Section 2.5. Delegation; Committees. The Trustees shall have power to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to the same extent as such delegation is permitted by the 1940 Act. Section 2.6. Collection and Payment. The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Section 2.7. Expenses. The Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of this Declaration, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees and Trustees. Section 2.8. Manner of Acting; By-laws. Except as otherwise provided herein or in the By-laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (a quorum being present), including any meeting held by means of a conference telephone circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by written consents of the entire number of Trustees then in office. The Trustees may adopt By-laws not inconsistent with this Declaration to provide for the conduct of the business of the Trust and may amend or repeal such By-laws to the extent such power is not reserved to the Shareholders. Notwithstanding the foregoing provisions of this Section 2.8 and in addition to such provisions or any other provision of this Declaration or of the By-laws, the Trustees may by resolution appoint a committee consisting of less than the whole -6- number of Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to the institution, prosecution, dismissal, settlement, review or investigation or any action, suit or proceeding which shall be pending or threatened to be brought before any court, administrative agency or other adjudicatory body. Section 2.9. Miscellaneous Powers. Subject to Section 5.11 hereof, the Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) remove Trustees or fill vacancies in or add to their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) to the extent permitted by law, indemnify any person with whom the Trust has dealings, including the Investment Adviser, Distributor, Transfer Agent and selected dealers, to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method by which its account shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust. Section 2.10. Principal Transactions. Except in transactions not permitted by the 1940 Act or rules and regulations adopted by the Commission, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with the Investment Adviser, Distributor or transfer agent or with any Interested Person of such Person; and the Trust may employ any such Person, or firm or company in which such Person is an -7- Interested Person, as broker, legal counsel, registrar, transfer agent, dividend disbursing agent or Custodian upon customary terms. Section 2.11. Number of Trustees. The number of Trustees shall initially be one (1), and thereafter shall be such number as shall be fixed from time to time by a written instrument signed by a majority of the Trustees, provided, however, that the number of Trustees shall in no event be more than fifteen (15). Section 2.12. Election and Term. Except for the Trustees named herein or appointed to fill vacancies pursuant to Section 2.14 hereof, the Trustees shall be elected by the Shareholders owning of record a plurality of the Shares voting at a meeting of Shareholders. Such a meeting shall be held on a date fixed by the Trustees. Except in the event of resignation or removals pursuant to Section 2.13 hereof, each Trustee shall hold office until such time as less than a majority of the Trustees holding office have been elected by Shareholders. In such event the Trustees then in office will call a Shareholders' meeting for the election of Trustees. Except for the foregoing circumstances, the Trustees shall continue to hold office and may appoint successor Trustees. Section 2.13. Resignation and Removal. Any Trustee may resign his trust (without the need for any prior or subsequent accounting) by an instrument in writing signed by him and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than one) with cause, by the action of two-thirds of the remaining Trustees. Any Trustee may be removed at any meeting of Shareholders by vote of two-thirds of the Outstanding Shares. The Trustees shall promptly call a meeting of the Shareholders for the purpose of voting upon the question of removal of any such Trustee or Trustees when requested in writing so to do by the holders of not less than ten percent of the Outstanding Shares and, in that connection the Trustees will assist shareholder communications to the extent provided for in Section 16(c) under the 1940 Act. Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property or property of any series of the Trust held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence. -8- Section 2.14. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No such vacancy shall operate to annul the Declaration or to revoke any existing agency created pursuant to the terms of the Declaration. In the case of an existing vacancy, including a vacancy existing by reason of an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their discretion shall see fit, made by a written instrument signed by a majority of the Trustees then in office. Any such appointment shall not become effective, however, until the person named in the written instrument of appointment shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 2.14, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees in office shall be conclusive evidence of the existence of such vacancy. Section 2.15. Delegation of Power to Other Trustees. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees; provided that in no case shall less than two (2) Trustees personally exercise the powers granted to the Trustees under this Declaration except as herein otherwise expressly provided. ARTICLE III CONTRACTS Section 3.1. Distribution Center. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of the Shares at a price based on the net asset value of a Share, whereby the Trustees may either agree to sell the Shares to the other party to the contract or appoint such other party their sales agent for the Shares, and in either case on such terms and conditions, if any, as may be prescribed in the -9- By-laws, and such further terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article III or of the By-laws; and such contract may also provide for the repurchase of the Shares by such other party as agent of the Trustees. Section 3.2. Advisory or Management Contract. The Trustees may in their discretion from time to time enter into an investment advisory or management contract or separate advisory contracts with respect to one or more Series whereby the other party to such contract shall undertake to furnish to the Trust such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions as the Trustees may in their discretion determine, including the grant of authority to such other party to determine what securities shall be purchased or sold by the Trust and what portion of its assets shall be uninvested, which authority shall include the power to make changes in the investments of the Trust or any Series. The Trustees may also employ, or authorize the Investment Adviser to employ, one or more sub-advisers from time to time to perform such of the acts and services of the Investment Adviser and upon such terms and conditions as may be agreed upon between the Investment Adviser and such sub-advisers and approved by the Trustees. Any reference in this Declaration to the Investment Adviser shall be deemed to include such sub-advisers unless the context otherwise requires. Section 3.3. Affiliations of Trustees or Officers, Etc. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser or distributor of or for any partnership, corporation, trust, association or other organization or of or for any parent or affiliate of any organization, with which a contract of the character described in Sections 3.1 or 3.2 above or for services as Custodian, Transfer Agent or disbursing agent or for related services may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder of or has an interest in the Trust, or that (ii) any partnership, corporation, trust, association or other organization with which a contract of the character described in Sections 3.1 or 3.2 above or for services as Custodian, Transfer Agent or disbursing agent or for related services may have been or may hereafter be made also has any one or more of such contracts with one or more -10- other partnerships, corporations, trusts, associations or other organizations, or has other business or interests. shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. Section 3.4. Compliance with 1940 Act. Any contract entered into pursuant to Sections 3.1 or 3.2 shall be consistent with and subject to the requirements of Section 15 of the 1940 Act (including any amendment thereof or other applicable act of Congress hereafter enacted), as modified by any applicable order or orders of the Commission, with respect to its continuance in effect, its termination and the method of authorization and approval of such contract or renewal thereof. ARTICLE IV LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS 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 -11- 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; -12- (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 inure 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. -13- 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. Section 4.4. No Bond Required of Trustees. No Trustee shall be obligated to give any bond or other security for the performance of any of his duties hereunder. Section 4.5. No Duty of Investigation; Notice in Trust Instruments, Etc. No purchaser, lender, transfer agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking made or issued by the Trustees may recite that the same is executed or made by them not individually, but as Trustees under the Declaration, and that the obligations of the Trust under any such instrument are not binding upon any of the Trustees or Shareholders individually, but bind only the trust estate, and may contain any further recital which they or he may deem appropriate, but the omission of such recital shall not operate to bind the Trustees individually. The Trustees shall at all times maintain insurance for the protection of the Trust Property, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable. Section 4.6. Reliance on Experts, Etc. Each Trustee and officer or employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by the Investment Adviser, the Distributor, Transfer Agent, selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, -14- officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee. ARTICLE V SHARES OF BENEFICIAL INTEREST Section 5.1. Beneficial Interest. The interest of the beneficiaries hereunder shall be divided into transferable Shares of beneficial interest, all of one class, except as provided in Section 5.11 hereof, par value $.01 per share. The number of Shares of beneficial interest authorized hereunder is unlimited. All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and non-assessable. Section 5.2. Rights of Shareholders. The ownership of the Trust Property and the property of each Series of the Trust of every description and the right to conduct any business hereinbefore described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in this Declaration. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may determine with respect to any Series of Shares. Section 5.3. Trust Only. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. Section 5.4. Issuance of Shares. The Trustees in their discretion may, from time to time without vote of the Shareholders, issue Shares, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times and on such terms as the Trustees may deem best, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of -15- liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust. Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or 1/1,000 this of a Share or integral multiples thereof. Section 5.5. Register of Shares. A register shall be kept at the principal office of the Trust or an office of the Transfer Agent which shall contain the names and addresses of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the Transfer Agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. Section 5.6. Transfer of Shares. Except as otherwise provided by the Trustees, shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Transfer Agent of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or the Transfer Agent, but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law. -16- [CLIENT NEEDS TO RE-FAX PAGE 17--BLANK AT NFS] -17- matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except that the Trustees may, in conjunction with the establishment of any Series of Shares, establish or reserve the right to establish conditions under which the several Series shall have separate voting rights or, if a Series would not, in the sole judgment of the Trustees, be materially affected by a proposal, no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration or the By-laws to be taken by Shareholders. The By-laws may include further provisions for Shareholders' votes and meetings and related matters. Section 5.10. Meetings of Shareholders. Meetings of Shareholders may be called at any time by the President, and shall be called by the President and Secretary at the request in writing or by resolution, of a majority of Trustees, or at the written request of the holder or holders of ten percent (10%) or more of the total number of Shares then issued and outstanding of the Trust entitled to vote at such meeting. Any such request shall state the purpose of the proposed meeting. Section 5.11. Series Designation. The Trustees, in their discretion, may authorize the division of Shares into two or more Series, and the different Series shall be established and designated, and the variations in the relative rights and preferences as between the different Series shall be fixed and determined, by the Trustees; provided, that all Shares shall be identical except that there may be variations so fixed and determined between different Series as to investment objective, purchase price, allocation of expenses, right of redemption, special and relative rights as to dividends and on liquidation, conversion rights, and conditions under which the several Series shall have separate voting rights. All references to Shares in this Declaration shall be deemed to be Shares of any or all series as the context may require. If the Trustees shall divide the Shares of the Trust into two or more Series, the following provisions shall be applicable: (a) All provisions herein relating to the Trust shall apply equally to each Series of the Trust except as the context requires otherwise. (b) The number of authorized Shares and the number of Shares of each Series that may be issued shall be unlimited. The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series into one or more Series that may be established and designated from -18- time to time. The Trustees may hold as treasury Shares (of the same or some other Series), reissue for such consideration and on such terms as they may determine, or cancel any Shares of any Series reacquired by the Trust at their discretion from time to time. (c) All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever from the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series and except as may otherwise be required by applicable laws, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series, the Trustees shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the shareholders of all Series for all purposes. (d) The assets belonging to each particular Series shall be charged with the liabilities of the Trust in respect of that Series and all expenses, costs, charges and reserves attributable to that Series, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items are capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. The assets of a particular Series of the Trust shall, under no circumstances, be charged with liabilities attributable to any other Series of the Trust. All persons extending credit to, or contracting with or having any claim against a particular Series of the Trust shall look only to the assets of that particular Series for payment of such credit, contract or claim. No Shareholder or former Shareholder of any Series shall have any claim on or right to any asset allocated or belonging to any other series. -19- (e) Each Share of a Series of the Trust shall represent a beneficial interest in the net assets of such Series. Each holder of Shares of a Series shall be entitled to receive his pro rata share of distributions of income and capital gains made with respect to such Series. Upon redemption of his Shares or indemnification for liabilities incurred by reason of his being or having been a Shareholder of a Series, such shareholder shall be paid solely out of the funds and property of such Series of the Trust. Upon liquidation or termination of a Series of the Trust, Shareholders of such Series shall be entitled to receive a pro rata share of the net assets of such Series. A Shareholder of a particular Series of the Trust shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. (f) The establishment and designation of any Series of Shares shall be effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such instrument. The Trustees may by an instrument executed by a majority of their number abolish any Series and the establishment and designation thereof. Except as otherwise provided in this Article V, the Trustees shall have the power to determine the designations, preferences, privileges, limitations and rights, of each class and Series of Shares. Each instrument referred to in this paragraph shall have the status of an amendment to this Declaration. Section 5.12. Assent to Declaration of Trust. Every Shareholder, by virtue of having become a shareholder, shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. ARTICLE VI REDEMPTION AND REPURCHASE OF SHARES Section 6.1. Redemption of Shares. All Shares of the Trust shall be redeemable, at the redemption price determined in the manner set out in this Declaration. Redeemed or repurchased Shares may be resold by the Trust. The Trust shall redeem the Shares upon the appropriately verified written application of the record holder thereof (or upon such other form of request as the Trustees may determine) at such office or agency as may be designated from time to time for that purpose in the Trust's then effective registration statement under the Securities Act of 1933. The Trustees may from time to time specify additional conditions, not -20- inconsistent with the 1940 Act, regarding the redemption of Shares in the Trust's then effective registration statement under the Securities Act of 1933. Section 6.2. Price. Shares shall be redeemed at their net asset value determined as set forth in Section 7.1 hereof as of such time as the Trustees shall have theretofore prescribed by resolution. In the absence of such resolution, the redemption price of Shares deposited shall be the net asset value of such Shares next determined as set forth in Section 7.1 hereof after receipt of such application. Section 6.3. Payment. Payment for such Shares shall be made in cash or in property out of the assets of the relevant series of the Trust to the Shareholder of record at such time and in the manner, not inconsistent with the 1940 Act or other applicable laws, as may be specified from time to time in the Trust's then effective registration statement under the Securities Act of 1933, subject to the provisions of Section 6.4 hereof. Section 6.4. Effect of Suspension of Determination of Net Asset Value. If, pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the determination of net asset value, the rights of Shareholders (including those who shall have applied for redemption pursuant to Section 6.1 hereof but who shall not yet have received payment) to have Shares redeemed and paid for by the Trust shall be suspended until the termination of such suspension is declared. Any record holder who shall have his redemption right so suspended may, during the period of such suspension, by appropriate written notice of revocation at the office or agency where application was made, revoke any application for redemption not honored and withdraw any certificates on deposit. The redemption price of Shares for which redemption applications have not been revoked shall be the net asset value of such Shares next determined as set forth in Section 7.1 after the termination of such suspension, and payment shall be made within seven (7) days after the date upon which the application was made plus the period after such application during which the determination of net asset value was suspended. Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof at a price not exceeding the net asset value per share determined as of the time when the purchase or contract of purchase is made or the net asset value as of any time which may be later determined pursuant to Section 7.1 hereof, provided payment is not made for the Shares prior to the time as of which such net asset value is determined. -21- Section 6.6. Redemption of Shareholder's Interest. The Trust shall have the right at any time without prior notice to the shareholder to redeem Shares of any shareholder for their then current net asset value per Share if at such time the Shareholder owns Shares having an aggregate net asset value of less than $1,000 subject to such terms and conditions as the Trustees may approve, and subject to the Trust's giving general notice to all shareholders of its intention to avail itself of such right, either by publication in the Trust's registration statement, if any, or by such other means as the Trustees may determine. Section 6.7. Redemption of Shares in Order to Qualify as Regulated Investment Company; Disclosure of Holding. If the Trustees shall, at any time and in good faith, be of the opinion that direct or indirect ownership of Shares or other securities of the Trust has or may become concentrated in any Person to an extent which would disqualify any Series of the Trust as a regulated investment company under the Internal Revenue Code, then the Trustees shall have the power by lot or other means deemed equitable by them (i) to call for redemption by any such Person a number, or principal amount, of Shares or other securities of the Trust sufficient to maintain or bring the direct or indirect ownership of Shares or other securities of the Trust into conformity with the requirements for such qualification and (ii) to refuse to transfer or issue Shares or other securities of the Trust to any Person whose acquisition of the Shares or other securities of the Trust in question would result in such disqualification. The redemption shall be effected at the redemption price and in the manner provided in Section 6.1. The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code, or to comply with the requirements of any other taxing authority. Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net Asset Value Formula. The Trust may also reduce the number of Outstanding Shares pursuant to the provisions of Section 7.3. Section 6.9. Suspension of Right of Redemption. The Trust may declare a suspension of the right of redemption or postpone the date of payment or redemption for the whole or any part of any period (i) during which the New York Stock Exchange is closed other than customary week-end and holiday closings, (ii) during which trading on the New York Stock Exchange is restricted, (iii) during which an emergency exists as a result of -22- which disposal by the Trust of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust fairly to determine the value of its net assets, or (iv) during any other period when the Commission may for the protection of Shareholders of the Trust by order permit suspension of the right of redemption or postponement of the date of payment or redemption; provided that applicable rules and regulations of the Commission shall govern as to whether the conditions prescribed in (ii), (iii), or (iv) exist. Such suspension shall take effect at such time as the Trust shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Trust shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which said stock exchange shall have reopened or the period specified in (ii) or (iii) shall have expired (as to which in the absence of an official ruling by the Commission, the determination of the Trust shall be conclusive). In the case of a suspension of the right of redemption, a Shareholder may either withdraw his request for redemption or receive payment based on the net asset value existing after the termination of the suspension. ARTICLE VII DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS Section 7.1. Net Asset Value. The value of the assets of the Trust or any Series of the Trust shall be determined by appraisal of the securities of the Trust or allocated to such Series, such appraisal to be on the basis of the amortized cost of such securities in the case of money market securities, market value in the case of other securities, or by such other method as shall be deemed to reflect the fair value thereof, determined in good faith by or under the direction of the Trustees. From the total value of said assets, there shall be deducted all indebtedness, interest, taxes, payable or accrued, including estimated taxes on unrealized book profits, expenses and management charges accrued to the appraisal date, net income determined and declared as a distribution and all other items in the nature of liabilities attributable to the Trust or such Series which shall be deemed appropriate. The resulting amount which shall represent the total net assets of the Trust or the Series shall be divided by the number of Shares of the Trust or such Series outstanding at the time and the quotient so obtained shall be deemed to be the net asset value of the Shares. The net asset value of the Shares shall be determined at least once on each business day, as of the close of trading on the New York Stock Exchange or as of such other time or times as the Trustees shall determine. The power and duty to -23- make the daily calculations may be delegated by the Trustees to the Investment Adviser, the Custodian, the Transfer Agent or such other Person as the Trustees may determine by resolution or by approving a contract which delegates such duty to another Person. The Trustees may suspend the daily determination of net asset value to the extent permitted by the 1940 Act. Section 7.2. Distributions to Shareholders. The Trustees shall from time to time distribute ratably among the Shareholders of the Trust or a Series such proportion of the net profits, surplus (including paid-in surplus), capital, or assets of the Trust or such Series held by the Trustees as they may deem proper. Such distributions may be made in cash or property (including without limitation any type of obligations of the Trust or such Series or any assets thereof), and the Trustees may distribute ratably among the Shareholders additional Shares of the Trust or such Series issuable hereunder in such manner, at such times, and on such terms as the Trustees may deem proper. Such distributions may be among the Shareholders of record at the time of declaring a distribution or among the Shareholders of record at such other date or time or dates or times as the Trustees shall determine. The Trustees may in their discretion determine that, solely for the purposes of such distributions, Outstanding Shares shall exclude Shares for which orders have been placed subsequent to a specified time on the date the distribution is declared or on the next preceding day if the distribution is declared as of a day on which Boston banks are not open for business, all as described in the registration statement under the Securities Act of 1933. The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or the Series or to meet obligations of the Trust or the Series, or as they may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate. Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust or the Series to avoid or reduce liability for taxes. Section 7.3. Determination of Net Income; Constant Net Asset Value; Reduction of Outstanding Shares. Subject to Section 5.11 hereof, the net income of the Trust or any Series shall be determined in such manner as the Trustees shall -24- provide by resolution. Expenses of the Trust or a Series, including the advisory or management fee, shall be accrued each day. Such net income may be determined by or under the direction of the Trustees as of the close of trading on the New York Stock Exchange on each day on which such Exchange is open or as of such other time or times as the Trustees shall determine, and, except as provided herein, all the net income of the Trust or any Series, as so determined, may be declared as a dividend on the Outstanding Shares of the Trust or such Series. If, for any reason, the net income of the Trust or any Series, determined at any time is a negative amount, the Trustees shall have the power with respect to the Trust or such Series (i) to offset each Shareholder's pro rata share of such negative amount from the accrued dividend account of such Shareholder, or (ii) to reduce the number of Outstanding Shares of the Trust or such Series by reducing the number of Shares in the account of such Shareholder by that number of full and fractional Shares which represents the amount of such excess negative net income, or (iii) to cause to be recorded on the books of the Trust or such Series an asset account in the amount of such negative net income, which account may be reduced by the amount, provided that the same shall thereupon become the property of the Trust or such Series with respect to the Trust or such Series and shall not be paid to any Shareholder, of dividends declared thereafter upon the Outstanding Shares of the Trust or such Series on the day such negative net income is experienced, until such asset account is reduced to zero; or (iv) to combine the methods described in clauses (i) and (ii) and (iii) of this sentence, in order to cause the net asset value per Share of the Trust or such Series to remain at a constant amount per Outstanding Share immediately after each such determination and declaration. The Trustees shall also have the power to fail to declare a dividend out of net income for the purpose of causing the net asset value per Share to be increased to a constant amount. The Trustees shall not be required to adopt, but may at any time adopt, discontinue or amend the practice of maintaining the net asset value per Share of the Trust or a Series at a constant amount. Section 7.4. Allocation Between Principal and Income. The Trustees shall have full discretion to determine whether any cash or property received shall be treated as income or as principal and whether any item of expense shall be charged to the income or the principal account, and their determination made in good faith shall be conclusive upon the Shareholders. In the case of stock dividends received, the Trustees shall have full discretion to determine, in the light of the particular circumstances, how much if any of the value thereof shall be treated as income, the balance, if any, to be treated as principal. -25- Section 7.5. Power to Modify Foregoing Procedures. Notwithstanding any of the foregoing provisions of this Article VII, the Trustees may prescribe, in their absolute discretion, such other bases and times for determining the per Share net asset value or net income, or the declaration and payment of dividends and distributions as they may deem necessary or desirable. ARTICLE VIII DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC. Section 8.1. Duration. The Trust shall continue without limitation of time but subject to the provisions of this Article VIII. Section 8.2. Termination of Trust. (a) The Trust or any Series of the Trust may be terminated by an instrument in writing signed by of a majority of the Trustees, or by the affirmative vote of the holders of a majority of the Shares of the Trust or Series outstanding and entitled to vote, at any meeting of Shareholders. Upon the termination of the Trust or any Series, (i) the Trust or any Series shall carry on no business except for the purpose of winding up its affairs; (ii) the Trustees shall proceed to wind up the affairs of the Trust or Series and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust or Series shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or Series, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property or property of the Series to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; and (iii) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property or property of the Series, in cash or in kind or partly each, among the Shareholders of the Trust or Series according to their respective rights. (b) After termination of the Trust or any Series and distribution to the Shareholders as herein provided, a majority of -26- the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Shareholders of the Trust or Series shall thereupon cease. Section 8.3. Amendment Procedure. (a) This Declaration may be amended by a vote of the holders of a majority of the Shares outstanding and entitled to vote. Amendments shall be effective upon the taking of action as provided in this section or at such later time as shall be specified in the applicable vote or instrument. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code (including those provisions of such Code relating to the retention of the exemption from federal income tax with respect to dividends paid by the Trust out of interest income received on Municipal Bonds), but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or to make any other changes in the Declaration which do not materially adversely affect the rights of Shareholders hereunder. (b) No amendment may be made under this Section 8.3 which would change any rights with respect to any Shares of the Trust or Series by reducing the amount payable thereon upon liquidation of the Trust or Series or by diminishing or eliminating any voting rights pertaining thereto, except with the vote or consent of the holders of two-thirds of the Shares of the Trust or Series outstanding and entitled to vote. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders. (c) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders or by the Trustees as aforesaid or a copy of the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust. Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of securities of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of -27- a majority of the Trustees or by an instrument signed by a majority of the Trustees. Section 8.4. Merger, Consolidation and Sale of Assets. The Trust or any Series thereof may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property of any Series, including its good will, upon such terms and conditions and for such consideration when and as authorized at any meeting of Shareholders of the Trust or Series called for the purpose by the affirmative vote of the holders of a majority of the Shares of the Trust or Series. Section 8.5. Incorporation. With the approval of the holders of a majority of the Shares of the Trust or any Series outstanding and entitled to vote, the Trustees may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, association or other organization to take over all of the Trust Property or the property of any Series or to carry on any business in which the Trust or the Series shall directly or indirectly have any interest, and to sell, convey and transfer the Trust Property or the property of any Series to any such corporation, trust, association or organization in exchange for the Shares or securities thereof or otherwise, and to lend money to, subscribe for the Shares or securities of, and enter into any contracts with any such corporation, partnership, trust, association or organization in which the Trust or the Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any Series or any successor thereto and any such corporation, trust, partnership, association or organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring a portion of the Trust Property to such organization or entities. ARTICLE IX REPORTS TO SHAREHOLDERS The Trustees shall at least semi-annually submit to the Shareholders a written financial report, which may be included in the Trust's prospectus or statement of additional information, of the transactions of the Trust, including financial statements which shall at least annually be certified by independent public accountants. -28- ARTICLE X MISCELLANEOUS Section 10.1. Filing. This Declaration and any amendment hereto shall be filed in the office of the Secretary of the Commonwealth of Massachusetts and in such other places as may be required under the laws of Massachusetts and may also be filed or recorded in such other places as the Trustees deem appropriate. Unless the amendment is embodied in an instrument signed by a majority of the Trustees, each amendment filed shall be accompanied by a certificate signed and acknowledged by a Trustee stating that such action was duly taken in a manner provided herein. A restated Declaration, integrating into a single instrument all of the provisions of the Declaration which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall, upon filing with the Secretary of the Commonwealth of Massachusetts, be conclusive evidence of all amendments contained therein and may hereafter be referred to in lieu of the original Declaration and the various amendments thereto. The restated Declaration may include any amendment which the Trustees are empowered to adopt, whether or not such amendment has been adopted prior to the execution of the restated Declaration. Section 10.2. Governing Law. This Declaration is executed by the Trustees and delivered in the Commonwealth of Massachusetts and with reference to the internal laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the internal laws of said State without regard to the choice of law rules thereof. Section 10.3. Counterparts. This Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. Section 10.4. Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust appears to be a Trustee hereunder, certifying to: (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of this Declaration, (e) the form of any By-laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any -29- fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees and their successors. Section 10.5. Provisions in Conflict with Law or Regulations. (a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of this Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Declaration in any jurisdiction. -30- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/Dawn-Marie Driscoll ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named Dawn-Marie Driscoll, who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/Dudley H. Ladd ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named Dudley H. Ladd, who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/George M. Lovejoy, Jr. ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named George M. Lovejoy, Jr., who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/Peter B. Freeman ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named Peter B. Freeman, who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/August R. Meyer ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named August R. Meyer, who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/David S. Lee ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named David S. Lee, who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/Daniel Pierce ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named Daniel Pierce, who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/Wesley W. Marple, Jr. ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named Wesley W. Marple, Jr., who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th day of December, 1987. /s/Juris Padegs ------------------------------------ --------------------, as Trustee and not individually. THE COMMONWEALTH OF MASSACHUSETTS County of Suffolk December 8, 1987 Then personally appeared the above-named Juris Padegs, who acknowledged the foregoing instrument to be her free act and deed. Before me, /s/ILLEGIBLE --------------------------------- Notary Public My commission expires: November 25, 1994 -31- EX-99.1(A)(2) 3 CERTIFICATE OF AMENDMENT Exhibit 1(a)(2) SCUDDER MUNICIPAL TRUST Certificate of Amendment The undersigned, being at least a majority of the duly elected and qualified Trustees of Scudder Municipal Trust, a business trust organized under the laws of The Commonwealth of Massachusetts pursuant to a Declaration of Trust dated December 8, 1987, as amended, do hereby certify that the Shareholders of said Trust, by the favorable vote on December 11, 1990 of a majority of the shares outstanding and entitled to vote, adopted amendments to the Declaration of Trust striking out Section 1.2 subsections (k), (m) and (r), Sections 5.1, 5.9 and 5.13, Section 6.6 and Section 7.1 and inserting in lieu thereof the following: Article I, Section 1.2, subsections (k), (m) and (r): (k) "Series" individually or collectively means the two or more Series as may be established and designated from time to time by the Trustees pursuant to Section 5.11 hereof. Unless the context otherwise requires, the term "Series" shall include Classes into which shares of the Trust, or of a Series, may be divided from time to time. (m) "Shares" means the equal proportionate units of interest into which the beneficial interest in the Trust shall be divided from time to time, including the Shares of any and all Series and Classes which may be established by the Trustees and includes fractions of Shares as well as whole Shares. "Outstanding Shares" means those shares shown from time to time on the books of the Trust or its Transfer Agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the Treasury of the Trust. (r) "Class" means the two or more Classes as may be established and designated from time to time by the Trustees pursuant to Section 5.13 hereof. Article V, Sections 5.1, 5.9 and 5.13: Section 5.1. Beneficial Interest. The interest of the beneficiaries hereunder shall be divided into transferable Shares of beneficial interest, all of one class, except as provided in Section 5.11 and Section 5.13 hereof, par value $.01 per share. The number of Shares of beneficial interest authorized hereunder is unlimited. All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and non-assessabIe. Section 5.9. Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Section 2.12; (ii) for the removal of Trustees as provided in Section 2.13; (iii) with respect to any investment advisory or management contract entered into pursuant to Section 3.2; (iv) with respect to termination of the Trust as provided in Section 8.2; (v) with respect to any amendment of this Declaration to the extent and as provided in Section 8.3; (vi) with respect to any merger, consolidation or sale of assets as provided in Section 8.4; (vii) with respect to incorporation of the Trust, or any Series to the extent and as provided in Section 8.5; (viii) to the same extent as the stockholders of Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series or Class thereof or the Shareholders (provided, however, that a Shareholder of a particular Series or Class shall not be entitled to a derivative or class action on behalf of any other Series or Class (or Shareholder of any other Series or Class) of the Trust): (ix) with respect to any plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act; and (x) with respect to such additional matters relating to the Trust as may be required by this Declaration. the By-laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except that the Trustees may, in conjunction with the establishment of any Series or Class of Shares, establish or reserve the right to establish conditions under which the several Series 1 or Classes shall have separate voting rights or, if a Series or Class would not, in the sole judgment of the Trustees, be materially affected by a proposal, no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration or the By-laws to be taken by Shareholders. The By-laws may include further provisions for Shareholders' votes and meetings and related matters. Section 5.13. Class Designation. The Trustees, in their discretion, may authorize the division of the Shares of the Trust, or, if any Series be established, the Shares of any Series, into two or more Classes, and the different Classes shall be established and designated, and the variations in the relative rights and preferences as between the different Classes shall be fixed and determined, by the Trustees; provided, that all Shares of the Trust or of any Series shall be identical to all other Shares of the Trust or the same Series, as the case may be, except that there may be variations between different classes as to allocation of expenses, right of redemption, special and relative rights as to dividends and on liquidation, conversion rights, and conditions under which the several Classes shall have separate voting rights. All references to Shares in this Declaration shall be deemed to be Shares of any or all Classes as the context may require. If the Trustees shall divide the Shares of the Trust or any Series into two or more Classes, the following provisions shall be applicable: (a) All provisions herein relating to the Trust, or any Series of the Trust, shall apply equally to each Class of Shares of the Trust or of any Series of the Trust, except as the context requires otherwise. (b) The number of Shares of each Class that may be issued shall be unlimited. The Trustees may classify or reclassify any unissued Shares of the Trust or any Series or any Shares previously issued and reacquired of any Class of the Trust or of any Series into one or more Classes that may be established and designated from time to time. The Trustees may hold as treasury Shares (of the same or some other Class), reissue for such consideration and on such terms as they may determine, or cancel any Shares of any Class reacquired by the Trust at their discretion from time to time. (c) Liabilities, expenses, costs, charges and reserves related to the distribution of, and other identified expenses that should properly be allocated to, the Shares of a particular Class may be charged to and borne solely by such Class and the bearing of expenses solely by a Class of Shares maybe appropriately reflected (in a manner determined by the Trustees) and cause differences in the net asset value attributable to, and the dividend, redemption and liquidation rights of, the Shares of different Classes. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Classes for all purposes. (d) The establishment and designation of any Class of Shares shall be effective upon the execution of a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such Class, or as otherwise provided in such instrument. The Trustees may, by an instrument executed by a majority of their number, abolish any Class and the establishment and designation thereof. Each instrument referred to in this paragraph shall have the status of an amendment to this Declaration. Article VI, Section 6.6: Section 6.6. Redemption of Shareholder's Interest. The Trust shall have the right at any time without prior notice to the shareholder to redeem Shares of any shareholder for their then current net asset value per Share if at such time the shareholder owns Shares having an aggregate net asset value of less than an amount set from time to time by the Trustees subject to such terms and conditions as the Trustees may approve, and subject to the Trust's giving general notice to all shareholders of its intention to avail itself of such right, either by publication in the Trust's registration statement, if any, or by such other means as the Trustees may determine. Article VII, Section 7.1: Section 7.1. Net Asset Value. The value of the assets of the Trust or any Series of the Trust shall be determined by appraisal of the securities of the Trust or allocated to such Series, such appraisal to be on the basis of the amortized cost of such securities in the case of money market securities, market value in the case of other securities, or by such other method as shall be deemed to reflect the fair value thereof, determined in good faith by or under the direction of the Trustees. From the total value of said assets, there shall be deducted all indebtedness, interest, taxes, payable or accrued, including estimated taxes on unrealized book profits, expenses and management charges accrued to the appraisal date, net income determined and declared as a distribution and all other items in the nature of liabilities attributable to the Trust or such Series or Class thereof which shall be deemed appropriate. The net asset value of a Share shall be determined by dividing 2 the net asset value of the Class, or, if no Class has been established, of the Series, or, if no Series has been established, of the Trust, by the number of Shares of that Class, or Series, or of the Trust, as applicable, outstanding. The net asset value of Shares of the Trust or any Class or Series of the Trust shall be determined pursuant to the procedure and methods prescribed or approved by the Trustees in their discretion and as set forth in the most recent Registration Statement of the Trust as filed with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and the Rules thereunder. The net asset value of the Shares shall be determined at least once on each business day, as of the close of trading on the New York Stock Exchange or as of such other time or times as the Trustees shall determine. The power and duty to make the daily calculations may be delegated by the Trustees to the Investment Adviser, the Custodian, the Transfer Agent or such other Person as the Trustees may determine by resolution or by approving a contract which delegates such duty to another Person. The Trustees may suspend the daily determination of net asset value to the extent permitted by the 1940 Act. This Certificate may be executed in several counterparts, each of which shall be deemed an original, but all taken together shall constitute one certificate. IN WITNESS WHEREOF, the undersigned have this day signed this Certificate. DATE: December 11, 1990 /s/ Henry P. Becton Jr. --------------------------------------- Henry P. Becton, Jr. /s/ Dawn-Marie Driscoll --------------------------------------- Dawn-Marie Driscoll /s/ Peter B. Freeman --------------------------------------- Peter B. Freeman /s/ Dudley H. Ladd --------------------------------------- Dudley H. Ladd /s/ David S. Lee --------------------------------------- David S. Lee /s/ George M. Lovejoy, Jr. --------------------------------------- George M. Lovejoy, Jr. /s/ Wesley W. Marple, Jr. --------------------------------------- Wesley W. Marple, Jr. /s/ Juris Padegs --------------------------------------- Juris Padegs /s/ Daniel Pierce --------------------------------------- Daniel Pierce 3 EX-99.1(B) 4 ESTABLISHMENT AND DESIGNATION OF SERIES Exhibit 1(b) FILED OCT 29 1986 SECRETARY OF STATE CORPORATION DIVISION SCUDDER MANAGED MUNICIPAL BONDS Establishment and Designation of Series of Shares of Beneficial Interest, Without Par Value The undersigned, being a majority of the Trustees of Scudder Managed Municipal Bonds, a Massachusetts business trust (the "Trust"), acting pursuant to Section 5.11 of the Declaration of Trust dated September 24, 1976, as amended (the "Declaration of Trust") of the Trust, hereby divide the shares of beneficial interest of the Trust into two separate series (each individually a "Fund" or collectively the "Funds"), each Fund hereby created having the following special and relative rights: 1. The Funds shall be designated as follows: Scudder Managed Municipal Bonds Scudder High Yield Tax Free Fund 2. Each Fund shall be authorized to hold cash and invest in securities and instruments and use investment techniques as described in the Trust's registration statement under the Securities Act of 1933, as amended. Each share of beneficial interest without par value of each Fund ("share") shall be redeemable as provided in the Declaration of Trust, shall be entitled to one vote (or fraction thereof in respect of a fractional share) on matters on which shares of that Fund shall be entitled to vote and shall represent a pro rata beneficial interest in the assets allocated to that Fund. The proceeds of sales of shares of a Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to that Fund, unless otherwise required by law. Each share of a Fund shall be entitled to receive its pro rata share of net assets of that Fund upon liquidation of that Fund. 3. Shareholders of each Fund shall vote separately as a class on any matter except for the election of Trustees, the selection of independent public accountants and the approval of the contract with a principal underwriter or to the extent shareholders of all Funds are required to vote together by, and any matter shall be deemed to have been effectively acted upon with respect to any Fund as provided in, Rule 18f-2, as from time to time in effect, under the Investment Company Act of 1940, as amended, or any successor rule. CITY CLERK'S OFFICE OCT 29 1986 CITY OF BOSTON 4. The shares of the Trust outstanding on the date hereof are hereby classified as shares of the Fund designated in Paragraph 1 above as Scudder Managed Municipal Bonds. 5. The assets and liabilities of the Trust existing on the date hereof shall, except as provided below, be allocated to the Fund designated in Paragraph 1 above as Scudder Managed Municipal Bonds and, hereafter, the assets and liabilities of the Trust shall be allocated among the Funds as set forth in Section 5.11 of the Declaration of Trust, except as provided below: (a) The liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Fund shall be allocated among the Funds on the basis of their relative average daily net assets. (b) The Trustees may from time to time in particular cases make specific allocations of assets or liabilities among the Funds. 6. The Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of any Fund now or hereafter created, or to otherwise change the special and relative rights of any such Fund provided that such change shall not adversely affect the rights of shareholders of a Fund. Dated: October 29, 1986 /s/ David S. Lee /s/ George M. Lovejoy, Jr. - ---------------------------- ----------------------------------- David S. Lee George M. Lovejoy, Jr. /s/ Daniel Pierce /s/ August R. Meyer - ---------------------------- ----------------------------------- Daniel Pierce August R. Meyer /s/ Peter B. Freeman - ---------------------------- Peter B. Freeman EX-99.1(C) 5 AMENDED ESTABLISHMENT AND DESIGNATION OF SERIES Exhibit 1(c) SCUDDER MANAGED MUNICIPAL BONDS Amended Establishment and Designation of Series of Beneficial Interest, without Par Value The undersigned, being a majority of the Trustees of Scudder Managed Municipal Bonds, a Massachusetts business trust (the "Trust") acting pursuant to Section 5.11 of the Declaration of Trust dated September 24, 1976, as amended (the "Declaration of Trust"), divided, as of October 29, 1986, the shares of beneficial interest of the Trust into two separate series (each individually a "Fund" or collectively the "Funds"), each Fund so created having the following special and relative rights: 1. The Funds shall be designated as follows: Scudder Managed Municipal Bonds Scudder High Yield Tax Free Fund 2. Each Fund shall be authorized to hold cash and invest in securities and instruments and use investment techniques as described in the Trust's registration statement under the Securities Act of 1933, as amended. Each share of beneficial interest of each Fund ("Share") shall be redeemable as provided in the Declaration of Trust, shall be entitled to one vote (or fraction thereof in respect of a fractional share) on matters on which shares of that Fund shall be entitled to vote and shall represent a pro rata beneficial interest in the assets allocated to that Fund. The proceeds of sales of shares of a Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to that Fund, unless otherwise required by law. Each share of a Fund shall be entitled to receive its pro rata share of net assets of that Fund upon liquidation of that Fund. The assets of each Fund shall not be charged with liabilities attributable to any other Fund. All persons extending credit to or contracting with or having any claim against a Fund shall look only to the assets of that Fund for payment of such credit, contract or claim. Each holder of shares of a Fund shall be entitled to receive his pro-rata share of distributions income and capital gains made with respect to such Fund. Upon redemption of his shares, or indemnification for liabilities incurred by reason of his being or having been a shareholder of a Fund, such shareholder shall be paid solely out of the property of such Fund. A shareholder of a Fund shall not be entitled to participate in a derivative or class action on behalf of any other Fund or the shareholders of any other Fund. 3. Shareholders of each Fund shall vote separately as a class on any matter except, consistent with the Investment Company Act of 1940, as amended, (the "Act") and the rules and the Trust's registration statement thereunder, (i) the election of Trustees, (ii) any amendment of the Declaration of Trust, unless the amendment affects fewer than all classes, in which case shareholders of the affected classes shall vote separately, and (iii) ratification of the selection of auditors. In each case of such separate voting, the Trustees shall determine whether, for the matter to be effectively acted upon within the meaning of Rule 18f-2 under the Act or any successor rule as to a Fund, the applicable percentage (as specified in the Declaration of Trust, or the Act and the rules thereunder) of the shares of that Fund alone must be voted in favor of the matter, or whether the favorable vote of such applicable percentage of the shares of each Fund entitled to vote on the matter is required. 4. The shares of the Trust outstanding on October 29, 1986 are hereby classified as shares of the Fund designated in Paragraph 1 above as Scudder Managed Municipal Bonds. 5. The assets and liabilities of the Trust existing on October 29, 1986 shall, except as provided below, be allocated to the Fund designated in Paragraph 1 above as Scudder Managed Municipal Bonds and, thereafter, the assets and liabilities of the Trust shall be allocated among the Funds as set forth in Section 5.11 of the Declaration of Trust, except as provided below. (a) The liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Fund shall be allocated among the Funds on the basis of their relative average daily net assets. (b) The Trustees may from time to time in particular cases make specific allocations of assets or liabilities among the Funds. 6. The Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of any Fund now or hereafter created, or to otherwise change the special and relative rights of any such Fund provided that such change shall not adversely affect the rights of shareholders of a Fund. /s/ David S. Lee ---------------------------------- David S. Lee /s/ Daniel Pierce ---------------------------------- Daniel Pierce /s/ Dawn-Marie Driscoll ---------------------------------- Dawn-Marie Driscoll /s/ Peter B. Freeman ---------------------------------- Peter B. Freeman /s/ George M. Lovejoy Jr. ---------------------------------- George M. Lovejoy, Jr. /s/ Wesley W. Marple Jr. ---------------------------------- Wesley W. Marple, Jr. /s/ August R. Meyer ---------------------------------- August R. Meyer Date: November 3, 1987 EX-99.2A 6 BY-LAWS BY-LAWS OF SCUDDER MANAGED MUNICIPAL BONDS September 24, 1976 AS AMENDED THROUGH DECEMBER 31, 1979 TABLE OF CONTENTS Page ---- ARTICLE I - DEFINITIONS 1 ARTICLE II - OFFICES 1 Section 1. Principal Office 1 Section 2. Other Offices 1 ARTICLE III - SHAREHOLDERS 2 Section 1. Meetings 2 Section 2. Notice of Meetings 2 Section 3. Record Date for Meetings and Other Purposes 2 Section 4. Proxies 3 Section 5. Inspection of Records 4 Section 6. Action without Meeting 4 ARTICLE IV - TRUSTEES 5 Section 1. Meetings of the Trustees 5 Section 2. Quorum and Manner of Acting 6 ARTICLE V - COMMITTEES 6 Section 1. Executive and Other Committees 6 Section 2. Meeting, Quorum and Manner of Acting 7 ARTICLE VI - OFFICERS 8 Section 1. General Provisions 8 Section 2. Term of Office and Qualifications 8 Section 3. Removal 8 Section 4. Powers and Duties of the President 9 Section 5. Powers and Duties of Vice Presidents 9 Section 6. Powers and Duties of the Treasurer 10 Section 7. Powers and Duties of the Secretary 10 Section 8. Powers and Duties of Assistant Treasurers 10 Section 9. Powers and Duties of Assistant Secretaries 11 Section 10. Compensation of Officers and Trustees and Members of Advisory Board 11 ARTICLE VII - FISCAL YEAR 11 ARTICLE VIII - SEAL 12 ARTICLE IX - WAIVERS OF NOTICE 12 -2- TABLE OF CONTENTS (continued) Page ---- ARTICLE X - CUSTODY OF SECURITIES 13 Section 1. Employment of a Custodian 13 Section 2. Action Upon Termination of Custodian Agreement 13 Section 3. Provisions of Custodian Contract 13 Section 4. Central Certificate System 14 Section 5. Acceptance of Receipts in Lieu of Certificate 14 ARTICLE XI - AMENDMENTS 15 ARTICLE XII - MISCELLANEOUS 15 ARTICLE XIII - INVESTMENTS; BORROWING AND PLEDGING 19 BY-LAWS OF SCUDDER MANAGED MUNICIPAL BONDS ARTICLE I DEFINITIONS The terms "Commission", "Custodian", "Declaration", "Distributor", "Investment Adviser", "Municipal Bonds", "1940 Act", "Shareholder", "Shares", "Transfer Agent", "Trust", "Trust Property", "Trustees", and "vote of a majority of the shares outstanding and entitled to vote", have the respective meanings given them in the Declaration of Trust of Scudder Managed Municipal Bonds dated September 24, 1976, as amended from time to time. ARTICLE II OFFICES Section 1. Principal Office. Until changed by the Trustees, the principal office of the Trust in the Commonwealth of Massachusetts shall be in the City of Boston, County of Suffolk. Section 2. Other Offices. The Trust may have offices in such other places without as well as within the Commonwealth as the Trustees may from time to time determine. -2- ARTICLE III SHAREHOLDERS Section 1. Meetings. Meetings of the Shareholders shall be held as provided in the Declaration at such place within or without the Commonwealth of Massachusetts as the Trustees shall designate. The holders of a majority of outstanding Shares present in person or by proxy shall constitute a quorum at any meeting of the Shareholders. Section 2. Notice of Meetings. Notice of all meetings of the Shareholders, stating the time, place and purposes 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 (10) days and not more than sixty (60) days before the meeting. Only the business stated in the notice of the meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice. No notice need be given to any Shareholder who shall have failed to inform the Trust of his current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his attorney thereunto authorized is filed with the records of the meeting. Section 3. Record Date for Meetings and Other Purposes. For the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting, or to participate in any distribution, or for the purpose of any other -3- 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 prior to the date of any 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. Section 4. Proxies. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. Each whole share shall be entitled to one vote as to any matter on which it is entitled by the Declaration to vote, and each fractional Share shall be entitled to a proportionate fractional vote. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners -4- or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or management of such Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Section 5. Inspection of Records. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation. Section 6. Action without Meeting. Any action which may be taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders. -5- ARTICLE IV TRUSTEES Section 1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the President, or by any one of the Trustees, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary or by the officer or Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his business address, or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. The Trustees may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, which telephone conference meeting shall be deemed to have been held at a place designated by the Trustees at the meeting. Participation in a telephone conference [Amended by trustees 11/9/76] -6- meeting shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if all the Trustees consent to the action in writing and the written consents are filed with the records of the Trustees' meetings. Such consents shall be treated as a vote for all purposes. Section 2. Quorum and Manner of Acting. A majority of the Trustees shall be present in person at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by law, the Declaration or these By-Laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given. ARTICLE V COMMITTEES Section 1. Executive and Other Committees. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than three (3) to hold office at the pleasure of the -7- Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust, and such other powers of the Trustees as the Trustees may, from time to time, delegate to them except those powers which by law, the Declaration or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time, the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman. Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1) provide for stated meetings of any Committee (2) specify the manner of calling and notice required for special meetings of any Committee, (3) specify the number of members of a Committee required to constitute a quorum and the number of members of a Committee required to exercise specified powers delegated to such Committee, (4) authorize the making of decisions to exercise specified powers by written assent of the requisite number of members of a Committee without a meeting, and (5) authorize the members of a Committee to meet -8- by means of a telephone conference circuit. The Executive Committee shall keep regular minutes of its meetings and records of decisions taken without a meeting and cause them to be recorded in a book designated for that purpose and kept in the Office of the Trust. ARTICLE VI OFFICERS Section 1. General Provisions. The officers of the Trust shall be a President, a Treasurer and a Secretary, who shall be elected by the Trustees. The Trustees may elect or appoint such other officers or agents as the business of the Trust may require, including one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may delegate to any officer or committee the power to appoint any subordinate officers or agents. Section 2. Term of Office and Qualifications. Except as otherwise provided by law, the Declaration or these By-Laws, the President, the Treasurer and the Secretary shall each hold office until his successor shall have been duly elected and qualified, and all other officers shall hold office at the pleasure of the Trustees. The Secretary and Treasurer may be the same person. A Vice President and the Treasurer or a Vice President and the Secretary may be the same person, but the offices of Vice President, Secretary and Treasurer shall -9- not be held by the same person. The President shall hold no other office. Except as above provided, any two offices may be held by the same person. Any officer may be but none need be a Trustee or Shareholder. Section 3. Removal. The Trustees, at any regular or special meeting of the Trustees, may remove any officer without cause, by a vote of a majority of the Trustees then in office. Any officer or agent appointed by any officer or committee may be removed with or without cause by such appointing officer or committee. Section 4. Powers and Duties of the President The President may call meetings of the Trustees and of any Committee thereof when he deems it necessary and shall preside at all meetings of the Shareholders. Subject to the control of the Trustees and to the control of any Committees of the Trustees, within their respective spheres, as provided by the Trustees, he shall at all times exercise a general supervision and direction over the affairs of the Trust. He shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such other powers and duties, -10- as, from time to time, may be conferred upon or assigned to him by the Trustees. Section 5. Powers and Duties of Vice Presidents. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him from time to time by the Trustees and the President. Section 6. Powers and Duties of the Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. He shall deliver all funds of the Trust which may come into his hands to such Custodian as the Trustees may employ pursuant to Article X of these By-Laws. He shall render a statement of condition of the finances of the Trust to the Trustees as often as they shall require the same and he shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Trustees. The Treasurer shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require. -11- Section 7. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Trustees and of the Shareholder in proper books provided for that purpose; he shall have custody of the seal of the Trust; he shall have charge of the Share transfer books, lists and records unless the same are in the charge of the Transfer Agent. He shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-Laws and as required by law; and subject to these By-Laws, he shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Trustees. Section 8. Powers and Duties of Assistant Treasurers. In the absence or disability of the Treasurer, any Assistant Treasurer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each Assistant Treasurer shall perform such other duties as from time to time may be assigned to him by the Trustees. Each Assistant Treasurer shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require. Section 9. Powers and Duties of Assistant Secretaries. In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Secretary. -12- Each Assistant Secretary shall perform such other duties as from time to time may be assigned to him by the Trustees. Section 10. Compensation of Officers and Trustees and Members of the Advisory Board. Subject to any applicable provisions of the Declaration, the compensation of the officers and Trustees and members of the Advisory Board shall be fixed from time to time by the Trustees or , in the case of officers, by any Committee or officer upon whom such power may be conferred by the Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he is also a Trustee. ARTICLE VIII FISCAL YEAR Commencing January 1, 1978, the fiscal year of the Trust shall begin on the first day of January and end on the thirty-first day of December of each year, provided, however, that the Trustees may from time to time change the fiscal year. [Amended by trustees 11/1/77] ARTICLE VIII SEAL The Trustees shall adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe. -13- ARTICLE IX WAIVERS OF NOTICE Whenever any notice whatever is required to be given by law, the Declaration or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been telegraphed, cabled or wirelessed for the purposes of these By-Laws when it has been delivered to a representative of any telegraph, cable or wireless company with instructions that it be telegraphed, cabled or wirelessed. Any notice shall be deemed to be given at the time when the same shall be mailed, telegraphed, cabled or wirelessed. ARTICLE X CUSTODY OF SECURITIES Section 1. Employment of a Custodian. The Trust shall place and at all times maintain in the custody of a Custodian (including any sub-custodian for the Custodian) all funds, securities and similar investments included in the Trust Property. The Custodian (and any sub-custodian) shall be a bank having not less than $2,000,000 aggregate capital, surplus and undivided profits and shall be appointed from time to time by the Trustees, who shall fix its remuneration. -14- Section 2. Action Upon Termination of Custodian Agreement. Upon termination of a Custodian Agreement or inability of the Custodian to continue to serve, the trustees shall promptly appoint a successor custodian, but in the event that no successor custodian can be found who has the required qualifications and is willing to serve, the Trustees shall call as promptly as possible a special meeting of the Shareholders to determine whether the Trust shall function without a custodian or shall be liquidated. If so directed by vote of the holders of a majority of the outstanding voting securities, the Custodian shall deliver and pay over all Trust Property held by it as specified in such vote. Section 3. Provisions of Custodian Contract. The following provisions shall apply to the employment of a Custodian and to any contract entered into with the Custodian so employed: [Amended by shareholders 3/7/79] The Trustees shall cause to be delivered to the Custodian all securities included in the Trust Property or to which the Trust may become entitled, and shall order the same to be delivered by the Custodian only in completion of a sale, exchange, transfer, pledge, loan of portfolio securities to another person, or other disposition thereof, all as the Trustees may generally or from time to time require or approve or to a successor Custodian; and the Trustees shall cause all funds included in the Trust Property or to which it may become entitled to be paid to the Custodian, and shall order the same disbursed only for investment against delivery of the securities acquired or the return of cash held as collateral for loans of portfolio securities, or in payment of expenses, including management compensation, and liabilities of the Trust, including distributions to shareholders, or to a successor Custodian. Section 4. Central Certificate System. Subject to such rules, regulations and orders as the Commission may adopt, the -15- Trustees may direct the Custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust. Section 5. Acceptance of Receipts in Lieu of Certificates. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the Custodian to accept written receipts or other written evidences indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities. ARTICLE XI AMENDMENTS These By-Laws, or any of them, may be altered, amended or repealed, or new By-Laws may be adopted by (a) vote of a -16- majority of the outstanding voting securities or (b) by the Trustees, provided, however, that no By-Law may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal requires, pursuant to law, the Declaration or these By-Laws, a vote of the Shareholders or if such amendment, adoption or repeal changes or affects the provisions of Sections 1, 2 and 3 of Article X or the provisions of this Article XI, or of Article XII or Article XIII. ARTICLE XII MISCELLANEOUS (A) Except as hereinafter provided, no officer or Trustees of the Trust and no partner, officer, director or shareholder of the Investment Adviser of the Trust (as that term is defined in the Investment Company Act of 1940) or of the underwriter or the Trust, and no Investment Adviser or underwriter of the Trust, shall take long or short positions in the securities issued by the Trust. (1) The foregoing provisions shall not prevent the underwriter from purchasing Shares from the Trust if such purchases are limited (except for reasonable allowances for clerical errors, delays and errors of transmission and cancellation of orders) to purchases for the purpose of filling orders for such Shares received by the underwriter, and provided that orders to purchase from the Trust are entered with the Trust or the Custodian promptly -17- upon receipt by the underwriter of purchase orders for such Shares, unless the underwriter is otherwise instructed by its customer. (2) The foregoing provision shall not prevent the underwriter from purchasing Shares of the Trust as agent for the account of the Trust. (3) The foregoing provisions shall not prevent the purchase from the Trust or from the underwriter of Shares issued by the Trust, by any officer, or Trustee of the Trust or by any partner, officer, director or shareholder of the Investment Adviser of the Trust or of the underwriter of the Trust at the price available to the public generally at the moment of such purchase, or as described in the then currently effective Prospectus of the Trust. (4) The foregoing shall not prevent the Investment Adviser, or any affiliate thereof, of the Trust from purchasing Shares prior to the effectiveness of the first registration statement relating to the Shares under the Securities Act of 1933. (B) The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust, or to any partner, officer, director or shareholder of, or person financially interested in, the Investment Adviser of the Trust, or the underwriter of the Trust, or to the Investment Adviser of the Trust or to the underwriter of the Trust. -18- (C) The Trust shall not impose any restrictions upon the transfer of the Shares of the Trust except as provided in the Declaration, but this requirement shall not prevent the charging of customary transfer agent fees. (D) The Trust shall not permit any officer or Trustee of the Trust, or any partner, officer or director of the Investment Adviser or underwriter of the Trust to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust or partners, officers or directors of the Investment Adviser or underwriter of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or otherwise financially interested in the Investment Adviser or underwriter of the Trust; (b) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the Investment Advisers or underwriters of the Trust if such transaction is exempt from the applicable provisions of the 1940 Act; (c) purchases of investments for the portfolio of the Trust or sales of investments owned by the Trust through a security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustee of the Trust, or a partner, officer or director of the Investment Adviser or underwriter of the Trust, if such transactions are -19- handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (d) employment of legal counsel, registrar, Transfer Agent, dividend disbursing agent or Custodian who is, or has a partner, shareholder, officer, or director who is, an officer or Trustee of the Trust, or a partner, officer or director of the Investment Adviser or underwriter of the Trust, if only customary fees are charged for services to the Trust; (e) sharing statistical research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust, or a partner, officer or director of the Investment Adviser or underwriter of the Trust, is an officer or director or otherwise financially interested. ARTICLE XIII INVESTMENTS; BORROWING AND PLEDGING The Trust shall be subject to the following restrictions and limitations: (A) The Trust shall not purchase the securities of any issuer if such purchase at the time thereof would cause more than five percent (5%) of the total assets of the Trust (taken at market value) to be invested in the securities of such issuer. The foregoing limitations shall not apply to investments in Government securities as defined in the 1940 Act. -20- (B) The Trust shall not purchase securities (except Government securities as defined in the 1940 Act) of any issuer if such purchase at the time thereof would cause more than ten percent (10%) of any class of securities of such issuer to be held by the Trust. For the purpose of this limitation, all indebtedness of an issuer shall be deemed a single class. (C) The Trust shall not purchase securities issued by any other investment company or investment trust except by purchase in the open market where no commission or profit to a sponsor or dealer results from such purchase other than the customary broker's commission, or except when such purchase, though not made in the open market, is part of a plan of merger, consolidation, or acquisition of assets, provided, however, that the Trust shall not purchase the securities of any investment companies or investment trusts if such purchase at the time thereof would cause more than ten percent (10%) of the total assets of the Trust (taken at market value) to be invested in the securities of such issuers, and provided, further, that the Trust shall not purchase securities issued by any other open-end investment company. (D) The Trust shall not purchase securities of any issuer if such purchase at the time thereof would cause more than five percent (5%) of the total assets of the Trust (taken at market value) to be invested in securities -21- of issuers which have a record of less than three (3) years' continuous operation including, however, in such three (3) years the operation of any predecessor entity or entities if the issuer whose securities are proposed as an investment for funds of the Trust has come into existence as a result of a merger, consolidation reorganization, or the purchase of substantially all the assets of such predecessor entity or entities. The foregoing limitation shall not apply to investments in Government securities as defined in the 1940 Act or to investments in Municipal Bonds which are rated by at least two nationally recognized Municipal Bond rating services. (E) Notwithstanding the foregoing paragraphs (A), (B), (C) and (D), any investment company, whether organized as a trust, association, limited partnership or corporation, or a personal holding company, may be merged or consolidated with or acquired by the Trust, provided that if such merger, consolidation or acquisition results in an investment in the securities of any issuer prohibited by said paragraphs, the Trust shall within sixty (60) days after the consummation of such merger, consolidation or acquisition dispose of all of the securities of such issuer so acquired or -22- such portion thereof as shall bring the total investment therein within the limitations imposed by said paragraphs above as of the date of consummation. (F) The Trust shall not purchase or retain in its portfolio any securities issued by an issuer any of whose officers, directors, partners, trustees, or security holders is an officer or Trustee of the Trust, or is a member, officer, director, partner or trustee of the Investment Adviser of the Trust, if after the purchase of the securities of such issuer by the Trust one or more of such persons owns beneficially more than one-half of one percent (1/2%) of the shares or securities, or both (all taken at market value), of such issuer, and such persons owning more than one-half of one percent (1/2%) of such shares or securities together own beneficially more than five percent (5%) of such shares or securities or both (all taken at market value). (G) The Trust shall not borrow amounts in excess of five percent (5%) of the gross assets of the Trust taken at cost determined in accordance with good accounting practice, and no borrowing shall be undertaken except as a temporary measure for extraordinary or emergency purposes. (H) The Trust shall not pledge, mortgage or hypothecate the assets of the Trust taken at market value -23- to an extent greater than ten percent (10%) of the gross assets of the Trust taken at cost. (I) The Trust shall not (a) purchase any securities or evidences of interest therein on "margin", that is to say in a transaction in which it has borrowed all or a portion of the purchase price and pledged the purchased securities or evidences of interest therein as collateral for the amount so borrowed, provided that this limitation shall not apply to such short-term credits as are necessary for clearance of transactions. (b) sell or contract to sell any security which it does not own unless by virtue of its ownership of other securities it has at the time of sale a right to obtain securities equivalent in kind and amount to the securities sold and provided that if such right is conditional the sale is made upon the same conditions, and (c) purchase or sell any put or call options or any combination thereof, provided, however, that nothing herein shall prevent the purchase, ownership, holding or sale of warrants where the grantor of the warrants is the issuer of the underlying securities. END OF BY-LAWS EX-99.2(C) 7 AMENDMENT TO BY-LAWS Exhibit 2(c) Scudder Managed Municipal Bonds On December 8, 1987, the shareholders of Scudder Managed Municipal Bonds amended Article XI of the By-Laws of the trust to read in its entirety as follows: ARTICLE XI AMENDMENTS These By-Laws, or any of them, may be altered, amended or repealed, or new By-Laws may be adopted by (a) vote of a majority of the outstanding voting securities or (b) by the Trustees, provided, however, that no By-Laws may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal requires, pursuant to law, the Declaration or these By-Laws, a vote of the Shareholders. On December 8, 1987, the Board of Trustees of Scudder Managed Municipal Bonds amended Article XIII of the By-Laws of the Trust as follows: ARTICLE XIII INVESTMENTS; BORROWING AND PLEDGING (A) The Trust shall not purchase the securities of any one issuer if such purchase at the time thereof would cause with respect to 75% of the value of its total assets more than 5% of the total assets of the Trust (taken at market value) to be invested in the securities of such issuer. The foregoing limitation shall not apply to investments in Government securities as defined in the 1940 Act. and that, (i) Article XIII paragraph (H) is hereby deleted in its entirety, (ii) Article XIII paragraph (I)(c) is hereby deleted in its entirety, and (iii) the remaining paragraphs of Article XIII be designated (A) through (G). Scudder High Yield Tax Free Fund On December 8, 1987, the shareholders of Scudder High Yield Tax Free Fund amended Article XI of the By-Laws of the trust to read in its entirety as follows: ARTICLE XI AMENDMENTS These By-Laws, or any of them, may be altered, amended or repealed, or new By-Laws may be adopted by (a) vote of a majority of the outstanding voting securities or (b) by the Trustees, provided, however, that no By-Laws may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal requires, pursuant to law, the Declaration or these By-Laws, a vote of the Shareholders. On December 8, 1987, the Board of Trustees of Scudder High Yield Tax Free Fund amended Article XIII of the By-Laws of the Trust as follows: ARTICLE XIII INVESTMENTS; BORROWING AND PLEDGING (A) The Trust shall not purchase the securities of any one issuer if such purchase at the time thereof would cause with respect to 75% of the value of its total assets more than 5% of the total assets of the Trust (taken at market value) to be invested in the securities of such issuer. The foregoing limitation shall not apply to investments in Government securities as defined in the 1940 Act. and that, (i) Article XIII paragraph (H) is hereby deleted in its entirety, (ii) Article XIII paragraph (I)(c) is hereby deleted in its entirety, and (iii) the remaining paragraphs of Article XIII be designated (A) through (G). EX-99.2(D) 8 AMENDMENT TO BY-LAWS Exhibit 2(d) SCUDDER CASH INVESTMENT TRUST SCUDDER GNMA FUND SCUDDER INCOME FUND SCUDDER INVESTMENT TRUST SCUDDER U.S. TREASURY MONEY FUND SCUDDER CALIFORNIA TAX FREE TRUST SCUDDER MUNICIPAL TRUST SCUDDER STATE TAX FREE TRUST SCUDDER TAX FREE MONEY FUND SCUDDER TAX FREE TARGET FUND On August 13, 1991, the Trustees of each of the aforementioned Funds adopted the following resolution amending the By-Laws of each Fund: ARTICLE IV TRUSTEES Section 1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the President, or by any one of the Trustees, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary or by the officer or Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his business address, or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. Meetings can be held in conjunction with investment companies having the same investment adviser or an affiliated investment adviser. The Trustees may meet by means of a telephone conference circuit or similar communications equipment; participation by such means shall constitute presence in person at such meeting and shall be deemed to have occurred at a place designated by the Trustees at the meeting. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if all the Trustees consent to the action in writing and the written consents are filed with the records of the Trustees' meetings. Such consents shall be treated as a vote for all purposes. -1- EX-99.2(E) 9 AMENDMENT TO BY-LAWS Exhibit 2(e) SCUDDER MUNICIPAL TRUST On December 10, 1991, the Trustees of the Scudder Municipal Trust adopted the following resolution amending the By-Laws of the Fund: ARTICLE IV TRUSTEES Section 1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the President, or by any one of the Trustees, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary or by the officer or Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or delivered to him personallv or transmitted by telegraph, cable or other communication leaving a visual record at least one day before the meeting. Such notice may, however, be waived by any Trustee, Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. Meetings can be held in conjunction with investment companies having the same investment adviser or an affiliated investment adviser. The Trustees may meet by means of a telephone conference circuit or similar communications equipment; participation by such means shall constitute presence in person at such meeting and shall be deemed to have occurred at a place designated by the Trustees at the meeting. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if all the Trustees consent to the action in writing and the written consents are filed with the records of the Trustees' meetings. Such consents shall be treated as a vote for all purposes. EX-99.5(A) 10 INVESTMENT MANAGEMENT AGREEMENT Exhibit 5(a) Scudder Municipal Trust 175 Federal Street Boston, Massachusetts 02110 December 12, 1990 Scudder, Stevens & Clark, Inc. 345 Park Avenue New York, NY 10154 Investment Management Agreement Scudder Managed Municipal Bonds Dear Sirs: Scudder Municipal Trust (the "Trust") has been established as a Massachusetts business trust to engage in the business of an investment company. Pursuant to the Trust's Declaration of Trust, the Board of Trustees has divided the Trust's shares of beneficial interest, par value $.01 per share, (the "Shares") into separate series, or funds, including Scudder Managed Municipal Bonds (the "Fund"). Series may be abolished and dissolved, and additional series established, from time to time by action of the Trustees. That Trust, on behalf of the Fund, has selected you to act as the sole investment manager of the Fund and to provide certain other services, as more fully set forth below, and you have indicated that you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust on behalf of the Fund agrees with you as follows: 1. Delivery of Documents. The Trust engages in the business of Investing and reinvesting the assets of the Fund in the manner and in accordance with the investment objectives, policies and restrictions specified in the currently effective Prospectus (the "Prospectus") and Statement of Additional Information (the "SAI") relating to the Fund included in the Trust's Registration Statement on Form N-1A, as amended from time to time, (the "Registration Statement") filed by the Trust under the Investment Company Act of 1940, as amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of the documents referred to in the preceding sentence have been furnished to you by the Trust. The Trust has also furnished you with copies properly certified or authenticated of each of the following additional documents related to the Trust and the Fund: (a) Declaration of Trust of the Trust dated December 8, 1987, as amended to date (the "Declaration"). (b) By-Laws of the Trust as in effect on the date hereof (the "By-Laws"). (c)Resolutions of the Trustees of the Trust and the shareholders of the Fund selecting you as investment manager and approving the form of this Agreement. (d) Establishment and Designation of Series of Shares of Beneficial Interest dated November 3, 1987, relating to the Fund. The Trust will furnish you from time to time with copies, properly certified or authenticated, of all amendments of or supplements, if any, to the foregoing, including the Prospectus, the SAI and the Registration Statement. 2. Name of Trust and Fund. The Trust and the Fund may use any name derived from the name "Scudder, Stevens & Clark", if the Trust elects to do so, only for so long as this Agreement, any other investment management agreement between you and the Trust with respect to the Fund or any extension, renewal or amendment hereof or thereof remains in effect, including any similar agreement with any organization which shall have succeeded to your business as investment manager. At such time as such an agreement shall no longer be in effect, the Trust and the Fund shall each (to the extent the Trust has the legal power to cause it to be done) cease to use such a name or any other name indicating that it is managed by or otherwise connected with you or any organization which shall have so succeeded to your business. 3. Portfolio Management Services. As manager of the assets of the Fund, you shall provide continuing investment management of the assets of the Fund in accordance with the investment objectives, policies and restrictions set forth in the Prospectus and SAI; the applicable provisions of the 1940 Act and the Internal Revenue Code of 1988, as amended, (the "Code") relating to regulated investment companies and all rules and regulations thereunder; and all other applicable federal and state laws and regulations of which you have knowledge; subject always to policies and instructions adopted by the Trust's Board of Trustees. In connection therewith, you shall use reasonable efforts to manage the Fund so that it will qualify as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Fund shall have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration of long-range investment policy generally available to your investment advisory clients. In managing the Fund in accordance with the requirements set forth in this section 3, you shall be entitled to receive and act upon advice of counsel to the Trust or counsel to you. You shall also make available to the Trust promptly upon request all of the Fund's investment records and ledgers as are necessary to assist the Trust to comply with the requirements of the 1940 Act and other applicable laws. To the extent required by law, you shall furnish to regulatory authorities having the requisite authority any information or reports in connection with the services provided pursuant to this Agreement which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. You shall determine the securities, instruments, investments, currencies, repurchase agreements, futures, options and other contracts relating to investments to be purchased, sold or entered into by the Fund and place orders with broker-dealers, foreign currency dealers, futures commission merchants or others pursuant to your determinations and all in accordance with Fund policies as expressed in the Registration Statement. You shall determine what portion of the Fund's portfolio shall be invested in securities and other assets and what portion, if any, should be held uninvested. You shall furnish to the Trust's Board of Trustees periodic reports on the investment performance of the Fund and on the performance of your obligations pursuant to this Agreement, and you shall supply such additional reports and Information as the Trust's officers or Board of Trustees shall reasonably request. 4. Administrative Services. In addition to the portfolio management services specified above in section 3, you shall furnish at your expense for the use of the Fund such office space and facilities in the United States as the Fund may require for its reasonable needs, and you (or one or more of your affiliates designated by you) shall render to the Trust administrative services on behalf of the Fund necessary for operating as an open-end investment company and not provided by persons not parties to this Agreement including, but not limited to, preparing reports to and meeting materials for the Trust's Board of Trustees and reports and notices to Fund shareholders; supervising, negotiating contractual arrangements with, to the extent appropriate, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, printers, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable to Fund operations; preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including, but not limited to, preliminary and definitive proxy materials, post-effective amendments to the Registration Statement, semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the Fund's transfer agent; assisting in the preparation and filing of the Fund's federal, state and local tax returns; preparing and filing the Fund's federal excise tax return pursuant to Section 4982 of the Code; providing assistance with investor and public relations matters; monitoring the valuation of portfolio securities, the calculation of net asset value and the calculation and payment of distributions to Fund shareholders; monitoring the registration of Shares of the Fund under applicable federal and state securities laws; maintaining or causing to be maintained for the Fund all books, records and reports and any other information required under the 1940 Act, to the extent that such books, records and reports and other information are not maintained by the Fund's custodian or other agents of the Fund; assisting in establishing the accounting policies of the Fund; assisting in the resolution of accounting issues that may arise with respect to the Fund's operations and consulting with the Fund's independent accountants, legal counsel and the Fund's other agents as necessary in connection therewith; establishing and monitoring the Fund's operating expense budgets; reviewing the Fund's bills; processing the payment of bills that have been approved by an authorized person; assisting the Fund in determining the amount of dividends and distributions available to be paid by the Fund to its shareholders, preparing and arranging for the printing of dividend notices to shareholders, and providing the transfer and dividend paying agent and the custodian with such Information as is required for such parties to effect the payment of dividends and distributions; and otherwise assisting the Trust as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Trust's Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or to diminish the obligations of any agent of the Fund or any other person not a party to this Agreement which is obligated to provide services to the Fund. 2 5. Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 5, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 3 hereof and the administrative services described in section 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 5. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 5, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not an affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assumed some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan. 6. Management Fee. For all services to be rendered, payments to be made and costs to be assumed by you as provided in sections 3,4 and 5 hereof, the Trust on behalf of the Fund shall pay you on the last day of each month the unpaid balance of a fee equal to the excess of (a) 1/12 of .55 of 1% of the average daily net assets as defined below of the Fund for such month; provided that, for any calendar month during which the average of such values exceeds $200,000,000, the fee payable for that month based on the portion of the average of such values in excess of $200,000,000 shall be 1/12 of .50 of I % of such portion over (b) the greater of (i) the amount by which the Fund's expenses exceed the lowest applicable expense limitation (as more fully described below) or (ii) any compensation waived by you from time to time (as more fully described below). You shall be entitled to receive during any month such interim payments of your fee hereunder as you shall request, provided that no such payment shall exceed 75% of the amount of your fee then accrued on the books of the Fund and unpaid. The "average daily net assets" of the Fund shall mean the average of the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of the Fund is determined consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines the value of its net assets as of some other time on each business day, as of such time. The value of the net assets of the Fund shall always be determined pursuant to the applicable provisions of the Declaration and the 3 Registration Statement. If the determination of net asset value does not take place for any particular day, then for the purposes of this section 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of its net assets as of 4:00 p.m. (New York time), or as of such other time as the value of the net assets of the Fund's portfolio may be lawfully determined on that day. If the Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this section 6. You agree that your gross compensation for any fiscal year shall not be greater than an amount which, when added to the other expenses of the Fund, shall cause the aggregate expenses of the Fund to equal the maximum expenses under the lowest applicable expense limitation established pursuant to the statutes or regulations of any jurisdiction in which the Shares of the Fund may be qualified for offer and sale. Except to the extent that such amount has been reflected in reduced payments to you, you shall refund to the Fund the amount of any payment received in excess of the limitation pursuant to this Section 6 as promptly as practicable after the end of such fiscal year, provided that you shall not be required to pay the Fund an amount greater than the fee paid to you in respect of such year pursuant to this Agreement. As used in this section 6, "expenses" shall mean those expenses included in the applicable expense limitation having the broadest specifications thereof, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined (i) by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year or (ii) by multiplying a fixed percentage by an investment company's net investment income for a fiscal year. The words "lowest applicable expense limitation" shall be construed to result in the largest reduction of your compensation for any fiscal year of the Fund; provided, however, that nothing in this Agreement shall limit your fees if not required by an applicable statute or regulation referred to above in this section 6. You may waive all or a portion of your fees provided for hereunder and such waiver shall be treated as a reduction in purchase price of your services. You shall be contractually bound hereunder by the terms of any publicly announced waiver of your fee, or any limitation of the Fund's expenses, as if such waiver or limitation were fully set forth herein. 7. Avoidance of Inconsistent Position; Services Not Exclusive. In connection with purchases or sales of portfolio securities and other investments for the account of the Fund, neither you nor any of your directors, officers or employees shall act as a principal or agent or receive any commission. You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities and other investments for the Fund's account with brokers or dealers selected by you in accordance with Fund policies as expressed in the Registration Statement. If any occasion should arise in which you give any advice to clients of yours concerning the Shares of the Fund, you shall act solely as investment counsel for such clients and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and services to others. In acting under this Agreement, you shall be an independent contractor and not an agent of the Trust. 8. Limitation of Liability of Manager. As an inducement to your undertaking to render services pursuant to this Agreement, the Trust agrees that you shall not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect you against any liability to the Trust, the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties hereunder: Any person, even though also employed by you, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his or her employment by the Fund, to be acting in such employment solely for the Fund and not as your employee or agent. 9. Duration and Termination of This Agreement. This Agreement shall remain in force until September 30, 1992, and continue in force from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval and (b) by the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. 4 This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities of the Fund or by the Trust's Board of Trustees on 60 days' written notice to you, or by you on 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment. 10. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the vote of a majority of the outstanding voting securities of the Fund and by the Trust's Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. 11. Limitation of Liability for Claims. The Declaration, a copy of which, together with all amendments thereto, is on file in the Office of the Secretary of the Commonwealth of Massachusetts, provides that the name "Scudder Municipal Trust" refers to the Trustees under the Declaration collectively as trustees and not as individuals or personally, and that no shareholder of the Fund, or Trustee, officer, employee or agent of the Trust, shall be subject to claims against or obligations of the Trust or of the Fund to any extent whatsoever, but that the Trust estate only shall be liable. You are hereby expressly put on notice of the limitation of liability as set forth in the Declaration and you agree that the obligations assumed by the Trust on behalf of the Fund pursuant to this Agreement shall be limited in all cases to the Fund and its assets, and you shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other series of the Trust, or from any Trustee, officer, employee or agent of the Trust. You understand that the rights and obligations of each Fund, or series, under the Declaration are separate and distinct from those of any and all other series. 12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated person," "assignment" and "majority of the outstanding voting securities"), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the SEC by any rule, regulation or order. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, or in a manner which would cause the Fund to fail to comply with the requirements of Subchapter M of the Code. This Agreement shall supersede all prior investment advisory or management agreements entered into between you and the Trust on behalf of the Fund. If you are in agreement with the foregoing, please execute the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract effective as of the date of this Agreement. Yours very truly, Scudder Municipal Trust (on behalf of Scudder Managed Municipal Bonds) By /s/ David S. Lee --------------------- President The foregoing Agreement is hereby accepted as of the date thereof. SCUDDER, STEVENS & CLARK, INC. By /s/ Daniel Pierce --------------------- Managing Director EX-99.5(B) 11 INVESTMENT MANAGEMENT AGREEMENT Exhibit 5(b) Scudder Municipal Trust 175 Federal Street Boston, Massachusetts 02110 December 12, 1990 Scudder, Stevens & Clark, Inc. 345 Park Avenue New York, NY 10154 Investment Management Agreement Scudder High Yield Tax Free Fund Dear Sirs: Scudder Municipal Trust (the "Trust") has been established as a Massachusetts business trust to engage in the business of an investment company. Pursuant to the Trust's Declaration of Trust, the Board of Trustees has divided the Trust's shares of beneficial interest, par value $.01 per share, (the "Shares") into separate series, or funds, including Scudder High Yield Tax Free Fund (the "Fund"). Series may be abolished and dissolved, and additional series established, from time to time by action of the Trustees. That Trust, on behalf of the Fund, has selected you to act as the sole investment manager of the Fund and to provide certain other services, as more fully set forth below, and you have indicated that you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust on behalf of the Fund agrees with you as follows: 1. Delivery of Documents. The Trust engages in the business of investing and reinvesting the assets of the Fund in the manner and in accordance with the investment objectives, policies and restrictions specified in the currently effective Prospectus (the "Prospectus") and Statement of Additional Information (the "SAI") relating to the Fund included in the Trust's Registration Statement on Form N-1A, as amended from time to time, (the "Registration Statement") filed by the Trust under the Investment Company Act of 1940, as amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of the documents referred to in the preceding sentence have been furnished to you by the Trust. The Trust has also furnished you with copies properly certified or authenticated of each of the following additional documents related to the Trust and the Fund: (a) Declaration of Trust of the Trust dated December 8, 1987, as amended to date (the "Declaration"). (b) By-Laws of the Trust as in effect on the date hereof (the "By-Laws"). (c) Resolutions of the Trustees of the Trust and the shareholders of the Fund selecting you as investment manager and approving the form of this Agreement. (d) Establishment and Designation of Series of Shares of Beneficial Interest dated November 3, 1987, relating to the Fund. The Trust will furnish you from time to time with copies, properly certified or authenticated, of all amendments of or supplements, if any, to the foregoing, including the Prospectus, the SAI and the Registration Statement. 2. Name of Trust and Fund. The Trust and the Fund may use any name derived from the name "Scudder, Stevens & Clark", if the Trust elects to do so, only for so long as this Agreement, any other investment management agreement between you and the Trust with respect to the Fund or any extension, renewal or amendment hereof or thereof remains in effect, including any similar agreement with any organization which shall have succeeded to your business as investment manager. At such time as such an agreement shall no longer be in effect, the Trust and the Fund shall each (to the extent the Trust has the legal power to cause it to be done) cease to use such a name or any other name indicating that it is managed by or otherwise connected with you or any organization which shall have so succeeded to your business. 3. Portfolio Management Services. As manager of the assets of the Fund, you shall provide continuing investment management of the assets of the Fund in accordance with the investment objectives, policies and restrictions set forth in the Prospectus and SAI; the applicable provisions of the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated investment companies and all rules and regulations thereunder; and all other applicable federal and state laws and regulations of which you have knowledge; subject always to policies and instructions adopted by the Trust's Board of Trustees. In connection therewith, you shall use reasonable efforts to manage the Fund so that it will qualify as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Fund shall have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration of long-range investment policy generally available to your investment advisory clients. In managing the Fund in accordance with the requirements set forth in this section 3, you shall be entitled to receive and act upon advice of counsel to the Trust or counsel to you. You shall also make available to the Trust promptly upon request all of the Fund's investment records and ledgers as are necessary to assist the Trust to comply with the requirements of the 1940 Act and other applicable laws. To the extent required by law, you shall furnish to regulatory authorities having the requisite authority any information or reports in connection with the services provided pursuant to this Agreement which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. You shall determine the securities, instruments, Investments, currencies, repurchase agreements, futures, options and other contracts relating to investments to be purchased, sold or entered into by the Fund and place orders with broker-dealers, foreign currency dealers, futures commission merchants or others pursuant to your determinations and all in accordance with Fund policies as expressed in the Registration Statement. You shall determine what portion of the Fund's portfolio shall be invested in securities and other assets and what portion, if any, should be held uninvested. You shall furnish to the Trust's Board of Trustees periodic reports on the investment performance of the Fund and on the performance of your obligations pursuant to this Agreement, and you shall supply such additional reports and information as the Trust's officers or Board of Trustees shall reasonably request. 4. Administrative Services. In addition to the portfolio management services specified above in section 3, you shall furnish at your expense for the use of the Fund such office space and facilities in the United States as the Fund may require for its reasonable needs, and you (or one or more of your affiliates designated by you) shall render to the Trust administrative services on behalf of the Fund necessary for operating as an open-end investment company and not provided by persons not parties to this Agreement including, but not limited to, preparing reports to and meeting materials for the Trust's Board of Trustees and reports and notices to Fund shareholders; supervising, negotiating contractual arrangements with, to the extent appropriate, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, printers, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable to Fund operations; preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including, but not limited to, preliminary and definitive proxy materials, post-effective amendments to the Registration Statement, semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the Fund's transfer agent; assisting in the preparation and filing of the Fund's federal, state and local tax returns; preparing and filing the Fund's federal excise tax return pursuant to Section 4982 of the Code; providing assistance with investor and public relations matters; monitoring the valuation of portfolio securities, the calculation of net asset value and the calculation and payment of distributions to Fund shareholders; monitoring the registration of Shares of the Fund under applicable federal and state securities laws; maintaining or causing to be maintained for the Fund all books, records and reports and any other information required under the 1940 Act, to the extent that such books, records and reports and other information are not maintained by the Fund's custodian or other agents of the Fund; assisting in establishing the accounting policies of the Fund; assisting in the resolution of accounting issues that may arise with respect to the Fund's operations and consulting with the Fund's independent accountants, legal counsel and the Fund's other agents as necessary in connection therewith; establishing and monitoring the Fund's operating expense budgets; reviewing the Fund's bills; processing the payment of bills that have been approved by an authorized person; assisting the Fund in determining the amount of dividends and distributions available to be paid by the Fund to its shareholders, preparing and arranging for the printing of dividend notices to shareholders, and providing the transfer and dividend paying agent and the custodian with such information as is required for such parties to effect the payment of dividends and distributions; and otherwise assisting the Trust as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Trust's Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or to diminish the obligations of any agent of the Fund or any other person not a party to this Agreement which is obligated to provide services to the Fund. 2 5. Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 5, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 3 hereof and the administrative services described in section 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 5. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's custodians, subcustodians, transfer agents, dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 5, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assumed some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan. 6. Management Fee. For all services to be rendered, payments to be made and costs to be assumed by you as provided In sections 3, 4 and 5 hereof, the Trust on behalf of the Fund shall pay you on the last day of each month the unpaid balance of a fee equal to the excess of (a) 1/12 of .70 of 1% of the average daily net assets as defined below of the Fund for such month; provided that, for any calendar month during which the average of such values exceeds $200,000,000, the fee payable for that month based on the portion of the average of such values in excess of $200,000,000 shall be 1/12 of .65 of 1% of such portion over (b) the greater of (i) the amount by which the Fund's expenses exceed the lowest applicable expense limitation (as more fully described below) or (ii) any compensation waived by you from time to time (as more fully described below). You shall be entitled to receive during any month such interim payments of your fee hereunder as you shall request, provided that no such payment shall exceed 75% of the amount of your fee then accrued on the books of the Fund and unpaid. The "average daily net assets" of the Fund shall mean the average of the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of the Fund is determined consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines the value of its net assets as of some other time on each business day, as of such time. The value of the net assets of the Fund shall always be determined pursuant to the applicable provisions of the Declaration and the 3 Registration Statement. If the determination of net asset value does not take place for any particular day, then for the purposes of this section 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of its net assets as of 4:00 p.m. (New York time), or as of such other time as the value of the net assets of the Fund's portfolio may be lawfully determined on that day. If the Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this section 6. You agree that your gross compensation for any fiscal year shall not be greater than an amount which, when added to the other expenses of the Fund, shall cause the aggregate expenses of the Fund to equal the maximum expenses under the lowest applicable expense limitation established pursuant to the statutes or regulations of any jurisdiction in which the Shares of the Fund may be qualified for offer and sale. Except to the extent that such amount has been reflected in reduced payments to you, you shall refund to the Fund the amount of any payment received in excess of the limitation pursuant to this section 6 as promptly as practicable after the end of such fiscal year, provided that you shall not be required to pay the Fund an amount greater than the fee paid to you in respect of such year pursuant to this Agreement. As used in this section 6, "expenses" shall mean those expenses included in the applicable expense limitation having the broadest specifications thereof, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined (i) by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year or (ii) by multiplying a fixed percentage by an investment company's net investment income for a fiscal year. The words "lowest applicable expense limitation" shall be construed to result in the largest reduction of your compensation for any fiscal year of the Fund; provided, however, that nothing in this Agreement shall limit your fees if not required by an applicable statute or regulation referred to above in this section 6. You may waive all or a portion of your fees provided for hereunder and such waiver shall be treated as a reduction in purchase price of your services. You shall be contractually bound hereunder by the terms of any publicly announced waiver of your fee, or any limitation of the Fund's expenses, as if such waiver or limitation were fully set forth herein. 7. Avoidance of Inconsistent Position; Services Not Exclusive. In connection with purchases or sales of portfolio securities and other investments for the account of the Fund, neither you nor any of your directors, officers or employees shall act as a principal or agent or receive any commission. You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities and other investments for the Fund's account with brokers or dealers selected by you in accordance with Fund policies as expressed in the Registration Statement. If any occasion should arise in which you give any advice to clients of yours concerning the Shares of the Fund, you shall act solely as investment counsel for such clients and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and services to others. In acting under this Agreement, you shall be an independent contractor and not an agent of the Trust. 8. Limitation of Liability of Manager. As an inducement to your undertaking to render services pursuant to this Agreement, the Trust agrees that you shall not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect you against any liability to the Trust, the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties hereunder. Any person, even though also employed by you, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his or her employment by the Fund, to be acting in such employment solely for the Fund and not as your employee or agent. 9. Duration and Termination of This Agreement. This Agreement shall remain in force until September 30, 1992, and continue in force from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval and (b) by the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. 4 This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities of the Fund or by the Trust's Board of Trustees on 60 days' written notice to you, or by you on 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment. 10. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the vote of a majority of the outstanding voting Securities of the Fund and by the Trust's Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. 11. Limitation of Liability for Claims. The Declaration, a copy of which, together with all amendments thereto, is on file in the Office of the Secretary of the Commonwealth of Massachusetts, provides that the name "Scudder Municipal Trust" refers to the Trustees under the Declaration collectively as trustees and not as individuals or personally, and that no shareholder of the Fund, or Trustee, officer, employee or agent of the Trust, shall be subject to claims against or obligations of the Trust or of the Fund to any extent whatsoever, but that the Trust estate only shall be liable. You are hereby expressly put on notice of the limitation of liability as set forth in the Declaration and you agree that the obligations assumed by the Trust on behalf of the Fund pursuant to this Agreement shall be limited in all cases to the Fund and its assets, and you shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other series of the Trust, or from any Trustee, officer, employee or agent of the Trust. You understand that the rights and obligations of each Fund, or series, under the Declaration are separate and distinct from those of any and all other series. 12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated person," "assignment" and "majority of the outstanding voting securities"), as from time to time amended, shall be applied, subject, however, to such exemptions as may be granted by the SEC by any rule, regulation or order. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, or in a manner which would cause the Fund to fail to comply with the requirements of Subchapter M of the Code. This Agreement shall supersede all prior investment advisory or management agreements entered into between you and the Trust on behalf of the Fund. If you are in agreement with the foregoing, please execute the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract effective as of the date of this Agreement. Yours very truly, Scudder Municipal Trust (on behalf of Scudder High Yield Tax Free Fund) By /s/ David S. Lee -------------------------------------------- President The foregoing Agreement is hereby accepted as of the date thereof. SCUDDER, STEVENS & CLARK, INC. By /s/ Daniel Pierce -------------------------------------------- Managing Director 5 EX-99.5(C) 12 INVESTMENT MANAGEMENT AGREEMENT EXHIBIT 5(c) Scudder Municipal Trust 175 Federal Street Boston, Massachusetts 02110 August 10, 1993 Scudder, Stevens & Clark, Inc. 345 Park Avenue New York, NY 10154 Investment Management Agreement Scudder Managed Municipal Bonds Ladies and Gentlemen: Scudder Municipal Trust (the "Trust") has been established as a Massachusetts business trust to engage in the business of an investment company. Pursuant to the Trust's Declaration of Trust, the Board of Trustees has divided the Trust's shares of beneficial interest, par value $.01 per share, (the "Shares") into separate series, or funds, including Scudder Managed Municipal Bonds (the "Fund"). Series may be abolished and dissolved, and additional series established, from time to time by action of the Trustees. That Trust, on behalf of the Fund, has selected you to act as the sole investment manager of the Fund and to provide certain other services, as more fully set forth below, and you have indicated that you are willing to act as such investment manager and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust on behalf of the Fund agrees with you as follows: 1. Delivery of Documents. The Trust engages in the business of investing and reinvesting the assets of the Fund in the manner and in accordance with the investment objectives, policies and restrictions specified in the currently effective Prospectus (the "Prospectus") and Statement of Additional Information (the "SAI") relating to the Fund included in the Trust's Registration Statement on Form N-1A, as amended from time to time, (the "Registration Statement") filed by the Trust under the Investment Company Act of 1940, as amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of the documents referred to in the preceding sentence have been furnished to you by the Trust. The Trust has also furnished you with copies properly certified or authenticated of each of the following additional documents related to the Trust and the Fund: (a) Amended and Restated Declaration of Trust of the Trust dated December 8, 1987, as amended to date (the "Declaration"). (b) By-Laws of the Trust as in effect on the date hereof (the "By-Laws"). (c) Resolutions of the Trustees of the Trust and the shareholders of the Fund selecting you as investment manager and approving the form of this Agreement. (d) Establishment and Designation of Series of Shares of Beneficial Interest dated November 3, 1987 relating to the Fund. The Trust will furnish you from time to time with copies, properly certified or authenticated, of all amendments of or supplements, if any, to the foregoing, including the Prospectus, the SAI and the Registration Statement. 2. Name Of Trust and Fund. The Trust and the Fund may use any name derived from the name "Scudder, Stevens & Clark", if the Trust elects to do so, only for so long as this Agreement, any other investment management agreement between you and the Trust with respect to the Fund or any extension, renewal or amendment hereof or thereof remains in effect, including any similar agreement with any organization which shall have succeeded to your business as investment manager. At such time as such an agreement shall no longer be in effect, the Trust and the Fund shall each (to the extent the Trust has the legal power to cause it to be done) cease to use such a name or any other name indicating that it is managed by or otherwise connected with you or any organization which shall have so succeeded to your business. 3. Portfolio Management Services. As manager of the assets of the Fund, you shall provide continuing investment management of the assets of the Fund in accordance with the investment objectives, policies and restrictions set forth in the Prospectus and SAI; the applicable provisions of the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated investment companies and all rules and regulations thereunder; and all other applicable federal and state laws and regulations of which you have knowledge; subject always to policies and instructions adopted by the Trust's Board of Trustees. In connection therewith, you shall use reasonable efforts to manage the Fund so that it will qualify as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Fund shall have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration 1 of long-range investment policy generally available to your investment advisory clients. In managing the Fund in accordance with the requirements set forth in this section 3, you shall be entitled to receive and act upon advice of counsel to the Trust or counsel to you. You shall also make available to the Trust promptly upon request all of the Fund's investment records and ledgers as are necessary to assist the Trust to comply with the requirements of the 1940 Act and other applicable laws. To the extent required by law, you shall furnish to regulatory authorities having the requisite authority any information or reports in connection with the services provided pursuant to this Agreement which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. You shall determine the securities, instruments, investments, currencies, repurchase agreements, futures, options and other contracts relating to investments to be purchased, sold or entered into by the Fund and place orders with broker-dealers, foreign currency dealers, futures commission merchants or others pursuant to your determinations and all in accordance with Fund policies as expressed in the Registration Statement. You shall determine what portion of the Fund's portfolio shall be invested in securities and other assets and what portion, if any, should be held uninvested. You shall furnish to the Trust's Board of Trustees periodic reports on the investment performance of the Fund and on the performance of your obligations pursuant to this Agreement, and you shall supply such additional reports and information as the Trust's officers or Board of Trustees shall reasonably request. 4. Administrative Services. In addition to the portfolio management services specified above in section 3, you shall furnish at your expense for the use of the Fund such office space and facilities in the United States as the Fund may require for its reasonable needs, and you (or one or more of your affiliates designated by you) shall render to the Trust administrative services on behalf of the Fund necessary for operating as an open-end investment company and not provided by persons not parties to this Agreement including, but not limited to, preparing reports to and meeting materials for the Trust's Board of Trustees and reports and notices to Fund shareholders; supervising, negotiating contractual arrangements with, to the extent appropriate, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, printers, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable to Fund operations; preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including, but not limited to, preliminary and definitive proxy materials, post-effective amendments to the Registration Statement, semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the Fund's transfer agent; assisting in the preparation and filing of the Fund's federal, state and local tax returns; preparing and filing the Fund's federal excise tax return pursuant to Section 4982 of the Code; providing assistance with investor and public relations matters; monitoring the valuation of portfolio securities, the calculation of net asset value and the calculation and payment of distributions to Fund shareholders; monitoring the registration of Shares of the Fund under applicable federal and state securities laws; maintaining or causing to be maintained for the Fund all books, records and reports and any other information required under the 1940 Act, to the extent that such books, records and reports and other information are not maintained by the Fund's custodian or other agents of the Fund; assisting in establishing the accounting policies of the Fund; assisting in the resolution of accounting issues that may arise with respect to the Fund's operations and consulting with the Fund's independent accountants, legal counsel and the Fund's other agents as necessary in connection therewith; establishing and monitoring the Fund's operating expense budgets; reviewing the Fund's bills; processing the payment of bills that have been approved by an authorized person; assisting the Fund in determining the amount of dividends and distributions available to be paid by the Fund to its shareholders, preparing and arranging for the printing of dividend notices to shareholders, and providing the transfer and dividend paying agent and the custodian with such information as is required for such parties to effect the payment of dividends and distributions; and otherwise assisting the Trust as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Trust's Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or to diminish the obligations of any agent of the Fund or any other person not a party to this Agreement which is obligated to provide services to the Fund. 5. Allocation of Charges and Expenses. Except as otherwise specifically provided in this section 5, you shall pay the compensation and expenses of all Trustees, officers and executive employees of the Trust (including the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, the services of such of your directors, officers and employees as may duly be elected officers of the Trust, subject to their individual consent to serve and to any limitations imposed by law. You shall provide at your expense the portfolio management services described in section 3 hereof and the administrative services described in section 4 hereof. You shall not be required to pay any expenses of the Fund other than those specifically allocated to you in this section 5. In particular, but without limiting the generality of the foregoing, you shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the Fund (including out-of-pocket expenses, but not including your overhead or employee costs); fees payable to you and to any other Fund advisors or consultants; legal expenses; auditing and accounting expenses; maintenance of books and records which are required to be maintained by the Fund's custodian or other agents of the Trust; telephone, telex, facsimile, postage and other communications expenses; taxes and governmental fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's custodians, subcustodians, transfer agents, 2 dividend disbursing agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and, except as provided below in this section 5, other expenses in connection with the issuance, offering, distribution, sale, redemption or repurchase of securities issued by the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of you; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the Fund and supplements thereto; costs of stationery; any litigation expenses; indemnification of Trustees and officers of the Trust; costs of shareholders' and other meetings; and travel expenses (or an appropriate portion thereof) of Trustees and officers of the Trust who are directors, officers or employees of you to the extent that such expenses relate to attendance at meetings of the Board of Trustees of the Trust or any committees thereof or advisors thereto held outside of Boston, Massachusetts or New York, New York. You shall not be required to pay expenses of any activity which is primarily intended to result in sales of Shares of the Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of the Fund's Shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some other party) shall assumed some or all of such expenses. You shall be required to pay such of the foregoing sales expenses as are not required to be paid by the principal underwriter pursuant to the underwriting agreement or are not permitted to be paid by the Fund (or some other party) pursuant to such a plan. 6. Management Fee. For all services to be rendered, payments to be made and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the Trust on behalf of the Fund shall pay you on the last day of each month the unpaid balance of a fee equal to the excess of (a) 1/12 of 0.55 of 1% of the average daily net assets as defined below of the Fund for such month; provided that, for any calendar month during which the average of such values exceeds $200 million, the fee payable for that month based on the portion of the average of such values in excess of $200 million shall be 1/12 of 0.50 of 1% of such portion; and provided that, for any calendar month during which the average of such values exceeds $700 million, the fee payable for that month based on the portion of the average of such values in excess of $700 million shall be 1/12 of 0.475 of 1% of such portion over (b) the greater of (i) the amount by which the Fund's expenses exceed the lowest applicable expense limitation (as more fully described below) or (ii) any compensation waived by you from time to time (as more fully described below). You shall be entitled to receive during any month such interim payments of your fee hereunder as you shall request, provided that no such payment shall exceed 75% of the amount of your fee then accrued on the books of the Fund and unpaid. The "average daily net assets" of the Fund shall mean the average of the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of the Fund is determined consistent with the provisions of Rule 22c-1 under the 1940 Act or if the Fund lawfully determines the value of its net assets as of some other time on each business day, as of such time. The value of the net assets of the Fund shall always be determined pursuant to the applicable provisions of the Declaration and the Registration Statement. If the determination of net asset value does not take place for any particular day, then for the purposes of this section 6, the value of the net assets of the Fund as last determined shall be deemed to be the value of its net assets as of 4:00 p.m. (New York time), or as of such other time as the value of the net assets of the Fund's portfolio may be lawfully determined on that day. If the Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this section 6. You agree that your gross compensation for any fiscal year shall not be greater than an amount which, when added to the other expenses of the Fund, shall cause the aggregate expenses of the Fund to equal the maximum expenses under the lowest applicable expense limitation established pursuant to the statutes or regulations of any jurisdiction in which the Shares of the Fund may be qualified for offer and sale. Except to the extent that such amount has been reflected in reduced payments to you, you shall refund to the Fund the amount of any payment received in excess of the limitation pursuant to this section 6 as promptly as practicable after the end of such fiscal year, provided that you shall not be required to pay the Fund an amount greater than the fee paid to you in respect of such year pursuant to this Agreement. As used in this section 6, "expenses" shall mean those expenses included in the applicable expense limitation having the broadest specifications thereof, and "expense limitation" means a limit on the maximum annual expenses which may be incurred by an investment company determined (i) by multiplying a fixed percentage by the average, or by multiplying more than one such percentage by different specified amounts of the average, of the values of an investment company's net assets for a fiscal year or (ii) by multiplying a fixed percentage by an investment company's net investment income for a fiscal year. The words "lowest applicable expense limitation" shall be construed to result in the largest reduction of your compensation for any fiscal year of the Fund; provided, however, that nothing in this Agreement shall limit your fees if not required by an applicable statute or regulation referred to above in this section 6. 3 You may waive all or a portion of your fees provided for hereunder and such waiver shall be treated as a reduction purchase price of your services. You shall be contractually bound hereunder by the terms of any publicly announced waiver of your fee, or any limitation of the Fund's expenses, as if such waiver or limitation were fully set forth herein. 7. Avoidance of Inconsistent Position; Services Not Exclusive. In connection with purchases or sales of portfolio securities and other investments for the account of the Fund, neither you nor any of your directors, officers or employees shall act as a principal or agent or receive any commission. You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities and other investments for the Fund's account with brokers or dealers selected by you in accordance with Fund policies as expressed in the Registration Statement. If any occasion should arise in which you give any advice to clients of yours concerning the Shares of the Fund, you shall act solely as investment counsel for such clients and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and services to others. In acting under this Agreement, you shall be an independent contractor and not an agent of the Trust. 8. Limitation Of Liability of Manager. As an inducement to your undertaking to render services pursuant to this Agreement, the Trust agrees that you shall not be liable under this Agreement for any error of judgment or mistake of law for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect you against any liability to the Trust, the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties hereunder. Any person, even though also employed by you, who may be or become an employee of and paid by the Fund shall be deemed, when acting within the scope of his or her employment by the Fund, to be acting in such employment solely for the Fund and not as your employee or agent. 9. Duration and Termination of This Agreement. This Agreement shall remain in force until September 30, 1994, and continue in force from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval and (b) by the Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities of the Fund or by the Trust's Board of Trustees on 60 days' written notice to you, or by you on 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment. 10. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the vote of a majority of the outstanding voting securities of the Fund and by the Trust's Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. 11. Limitation of Liability for Claims. The Declaration, a copy of which, together with all amendments thereto, is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name "Scudder Municipal Trust" refers to the Trustees under the Declaration collectively as trustees and not as individuals or personally, and that no shareholder of the Fund, or Trustee, officer, employee or agent of the Trust, shall be subject to claims against or obligations of the Trust or of the Fund to any extent whatsoever, but that the Trust estate only shall be liable. You are hereby expressly put on notice of the limitation of liability as set forth in the Declaration and you agree that the obligations assumed by the Trust on behalf of the Fund pursuant to this Agreement shall be limited in all cases to the Fund and its assets, and you shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other series of the Trust, or from any Trustee, officer, employee or agent of the Trust. You understand that the rights and obligations of each Fund, or series, under the Declaration are separate and distinct from those of any and all other series. 12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In interpreting the provisions of this Agreement, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated person," "assignment" and "majority of the outstanding voting securities"), as from time to time 4 amended, shall be applied, subject, however, to such exemptions as may be granted by the SEC by any rule, regulation or order. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, or in a manner which would cause the Fund to fail to comply with the requirements of Subchapter M of the Code. This Agreement shall supersede all prior investment advisory or management agreements entered into between you and the Trust on behalf of the Fund. If you are in agreement with the foregoing, please execute the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract effective as of the date of this Agreement. Yours very truly, SCUDDER MUNICIPAL TRUST, on behalf of Scudder Managed Municipal Bonds By: /s/ David S. Lee ------------------------------------------ President The foregoing Agreement is hereby accepted as of the date thereof. SCUDDER, STEVENS & CLARK, INC. By: /s/ Daniel S. Pierce ------------------------------------------- Managing Director 5 EX-99.6(A) 13 UNDERWRITING AGREEMENT Exhibit 6(a) SCUDDER MANAGED MUNICIPAL BONDS 175 Federal Street Boston, Massachusetts 02110 January 12, 1987 Scudder Fund Distributors, Inc. 175 Federal Street Boston, Massachusetts 02110 Underwriting Agreement Dear Sirs: Scudder Managed Municipal Bonds (hereinafter called the "Fund") is a business trust organized under the laws of Massachusetts and is engaged in the business of an investment company. The authorized capital of the Fund consists of shares of beneficial interest, without par value ("Shares"), currently divided into two series ("Portfolios"). The Shares may be divided into additional Portfolios of the Fund that may be established from time to time by action of the Trustees. The Fund has selected you to act as principal underwriter (as such term is defined in Section 2(a)(29) of the Investment Company Act of 1940, as amended (the "1940 Act")) os the Shares and you are willing to act as such principal underwriter and to perform the duties and functions of underwriter in the manner and on the terms and conditions hereinafter set forth. Accordingly, the Fund hereby agrees with you as follows: 1. Delivery of Documents. The Fund has furnished you with copies properly certified or authenticated of each of the following: (a) Declaration of Trust of the Fund, dated September 24, 1976, as amended to date. (b) Establishment and Designation of Series of Shares of Beneficial Interest, Without Par Value, dated October 29, 1986. (c) By-Laws of the Fund as in effect on the date hereof. (d) Resolutions of the Board of Trustees of the Fund selecting you as principal underwriter and approving this form of Agreement. The Fund will furnish you from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any. The Fund will furnish you promptly with properly certified or authenticated copies of any registration statement filed by it with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "1933 Act"), or the 1940 Act, together with any financial statements and exhibits included therein, and all amendments or supplements thereto hereafter filed. 2. Registration and Sale of Additional Shares. The Fund will from time to time use its best efforts to register under -2- the 1933 Act such number of Shares not already so registered as you may reasonably be expected to sell on behalf of the Fund. You and the Fund will cooperate in taking such action as may be necessary from time to time to qualify Shares so registered for sale by you or the Fund in any states mutually agreeable to you and the Fund, and to maintain such qualification. This Agreement relates to the issue and sale of Shares that are duly authorized and registered and available for sale by the Fund, including redeemed or repurchased Shares if and to the extent that they may be legally sold and if, but only if, the Fund sees fit to sell them. 3. Sale of Shares. Subject to the provisions of paragraphs 5 and 7 hereof and to such minimum purchase requirements as may from time to time be currently indicated in the Fund's prospectus or statement of additional information, you are authorized to sell as agent on behalf of the Fund Shares authorized for issue and registered under the 1933 Act. You may also purchase as principal Shares for resale to the public. Such sales will be made by you on behalf of the Fund by accepting unconditional orders to purchase Shares placed with you by investors and such purchases will be made by you only after acceptance by you of such orders. The sales price to the public of Shares shall be the public offering price as defined in paragraph 6 hereof. 4. Solicitation of Orders. You will use your best efforts (but only in states in which you may lawfully do so) to obtain from investors unconditional orders for Shares authorized for -3- issue by the Fund and registered under the 1933 Act, provided that you may in your discretion refuse to accept orders for Shares from any particular applicant. 5. Sale of Shares by the Fund. Unless you are otherwise notified by the Fund, any right granted to you to accept orders for Shares or to make sales on behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition, by purchase or otherwise, of all or substantially all of the assets of any investment company or substantially all the outstanding shares of any such company, and (ii) to Shares that may be offered by the Fund to shareholders of the Fund by virtue of their being such shareholders. 6. Public Offering Price. All Shares sold to investors by you will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per Share, determined, in the manner provided in the Fund's registration statements as from time to time in effect under the 1933 Act and the 1940 Act, next after the order is accepted by you. 7. Suspension of Sales. If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares shall be accepted by you except unconditional orders placed with you before you had knowledge of the suspension. In addition, the Fund reserves -4- the right to suspend sales and your authority to accept orders for Shares on behalf of the Fund if, in the judgment of a majority of the Board of Trustees or a majority of the Executive Committee of such Board if such body exists, it is in the best interests of the Fund to do so, such suspension to continue for such period as may be determined by such majority; and in that event, no Shares will be sold by you on behalf of the Fund while such suspension remains in effect except for Shares necessary to cover unconditional orders accepted by you before you had knowledge of the suspension. 8. Portfolio Securities. Portfolio securities of any Portfolio of the Fund may be bought or sold by or through you and you may participate directly or indirectly in brokerage commissions or "spread" in respect of transactions in portfolio securities of any Portfolio of the Fund; provided, however, that all sums of money received by you as a result of such purchases and sales or as a result of such participation must, after reimbursement of your actual expenses in connection with such activity, be paid over by you to or for the benefit of the Fund. 9. Expenses. (a) The Fund will pay (or will enter into arrangements providing that others than you will pay) all fees and expenses: (1) in connection with the preparation, setting in type and filing of any registration statement (including a prospectus and statement of additional information) under the 1933 Act or the 1940 Act, or both, and any amendments or supplements thereto that may be made from time to time; -5- (2) in connection with the registration and qualification of Shares for sale in the various jurisdictions in which the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund or other person as agent or salesman of the Fund in any such jurisdictions); (3) of preparing, setting in type, printing and mailing any notice, proxy statement, report, prospectus or other communication to shareholders of the Fund in their capacity as such; (4) of preparing, setting in type, printing and mailing prospectuses annually, and any supplements thereto, to existing shareholders; (5) in connection with the issue and transfer of Shares resulting from the acceptance by you of orders to purchase Shares placed with you by investors, including the expenses of printing and mailing confirmations of such purchase orders and the expenses of printing and mailing a prospectus included with the confirmation of such orders; (6) of any issue taxes or any initial transfer taxes; (7) of WATS (or equivalent) telephone lines other than the portion allocated to you in this paragraph 9; (8) of wiring funds in payment of Share purchases or in satisfaction of redemption or repurchase requests, unless such expenses are paid for by the investor or shareholder who initiates the transaction; (9) of the cost of printing and postage or business reply envelopes sent to Fund shareholders; (10) of one or more CRT terminals connected with the computer facilities of the transfer agent other than the portion allocated to you in this paragraph 9; (11) permitted to be paid or assumed by the Fund pursuant to a plan ("12b-l Plan"), if any, -6- adopted by the Fund in conformity with the requirements of Rule 12b-l under the 1940 Act ("Rule 12b-l") or any successor rule, notwithstanding any other provision to the contrary herein; (12) of the expense of setting in type, printing and postage of the periodic newsletter to shareholders other than the portion allocated to you in this paragraph 9; and (13) of the salaries and overhead of persons employed by you as shareholder representatives other than the portion allocated to you in this paragraph 9. (b) You shall pay or arrange for the payment of all fees and expenses: (1) of printing and distributing any prospectuses or reports prepared for your use in connection with the offering of Shares to the public; (2) of preparing, setting in type, printing and mailing any other literature used by you in connection with the offering of Shares to the public; (3) of advertising in connection with the offering of Shares to the public; (4) incurred in connection with your registration as a broker or dealer or the registration or qualification of your officers, directors, agents or representatives under Federal and state laws; (5) of that portion of WATS (or equivalent) telephone lines, allocated to you on the basis of use by investors (but not shareholders) who request information or prospectuses; (6) of that portion of the expense of setting in type, printing and postage of the periodic newsletter to shareholders attributable to promotional material included in such newsletter at your request concerning investment companies other than the Fund or concerning the Fund to the extent you are required to assume the expense thereof pursuant to -7- paragraph 9(b)(8), except such material which is limited to information, such as listings of other investment companies and their investment objectives, given in connection with the exchange privilege as from time to time described in the Fund's prospectus; (7) of that portion of the salaries and overhead of persons employed by you as shareholder representatives attributable to the time spent by such persons in responding to requests from investors, but not shareholders, for information about the Fund; and (8) of any activity which is primarily intended to result in the sale of Shares, unless a 12b-l Plan shall be in effect which provides that the Fund shall bear some or all of such expenses, in which case the Fund shall bear such expenses in accordance with such Plan; (9) of that portion of one or more CRT terminals connected with the computer facilities of the transfer agent attributable to your use of such terminal(s) to gain access to such of the transfer agent's records as also serve as your records. Expenses which are to be allocated between you and the Fund shall be allocated pursuant to reasonable procedures or formulae mutually agreed upon from time to time, which procedures or formulae shall to the extent practicable reflect studies of relevant empirical data. 10. Conformity with Law. You agree that in selling Shares you will duly conform in all respects with the laws of the United States and any state in which Shares may be offered for sale by you pursuant to this Agreement and to the rules and regulations of the National Association of Securities Dealers, Inc., of which you are a member. 11. Independent Contractor. You shall be an independent contractor and neither you nor any of your officers or employees is or shall be an employee of the Fund in the performance -8- of your duties hereunder. You shall be responsible for your own conduct and the employment, control and conduct of your agents and employees and for injury to such agents or employees or to others through your agents or employees. You assume full responsibility for your agents and employees under applicable statutes and agree to pay all employee taxes thereunder. 12. Indemnification. You agree to indemnify and hold harmless the Fund and each of its Trustees and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which the Fund or such Trustees, officers, or controlling person may become subject under such Act, under any other statute, at common law or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by you or any of your employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (including a prospectus or statement of additional information) covering Shares or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading if such statement or omission was made in reliance upon. information furnished to the Fund by you, or (iii) may be incurred or arise by reason of your acting as the Fund's agent instead of -9- purchasing and reselling Shares as principal in distributing the Shares to the public, provided, however, that in no case (i) is your indemnity in favor of a Trustee or officer or any other person deemed to protect such Trustee or officer or other person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of obligations, and duties under this Agreement or (ii) are you to be liable under your indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified you in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claims shall have been served upon the Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent), but failure to notify you of any such claim shall not relieve you from any liability which you may have to the Fund or any person against whom such action is brought otherwise than on account of your indemnity agreement contained in this paragraph. You shall be entitled to participate, at your own expense, in the defense, or, if you so elect, to assume the defense of any suit brought to enforce any such liability, but if you elect to assume the defense, such defense shall be conducted by counsel chosen by you and satisfactory to the Fund, to its officers -10- and/or Trustees, or to any controlling person or persons, defendant or defendants in the suit. In the event that you elect to assume the defense of any such suit and retain such counsel, the Fund, such officers and Trustees or controlling person or persons, defendant or defendants in the suit shall bear the fees and expenses of any additional counsel retained by them, but, in case you do not elect to assume the defense of any such suit, you will reimburse the Fund, such officers and Trustees or controlling person or persons, defendant or defendants in such suit for the reasonable fees and expenses of any counsel retained by them. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of Shares. The Fund agrees to indemnify and hold harmless you and each of your directors and officers and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act, against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which you or such directors, officers or controlling person may become subject under such Act, under any other statute, at common law or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of its employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of material fact contained in a registration statement -11- (including a prospectus or statement of additional information) covering Shares or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to you by the Fund; provided, however, that in no case (i) is the Fund's indemnity in favor of a director or officer or any other person deemed to protect such director or officer or other person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of obligations and duties under this Agreement or (ii) is the Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claims made against you or any such director, officer or controlling person unless you or such director, officer or controlling person, as the case may be, shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon you or upon such director, officer or controlling person (or after you or such director, officer or controlling person shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve it from any liability which it may have to the person against whom such action -12- is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to you, your directors, officers or controlling person or persons, defendant or defendants in the suit. In the event that the Fund elects to assume the defense of any such suit and retain such counsel, you, your directors, officers or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them, but, in case the Fund does not elect to assume the defense of any such suit, it will reimburse you or such directors, officers or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any Shares. 13. Authorized Representations. The Fund is not authorized to give any information or to make any representations on behalf of you other than the information and representations contained in a registration statement (including a prospectus or statement of additional information) covering Shares, as -13- such registration statement and prospectus may be amended or supplemented from time to time. You are not authorized to give any information or to make any representations on behalf of the Fund or in connection with the sale of Shares other than the information and representations contained in a registration statement, (including a prospectus or statement of additional information) covering Shares, as such registration statement may be amended or supplemented from time to time. No person other than you is authorized to act as principal underwriter (as such term is defined in the 1940 Act) for the Fund. 14. Duration and Termination of this Agreement. This Agreement shall become effective upon the date first written above and will remain in effect until September 30, 1987 and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the Trustees who are not interested persons of you or of the Fund, cast in person at a meeting called for the purpose of voting on such approval, and by vote of the Board of Trustees or of a majority of the outstanding voting securities of the Fund. This Agreement may, on 60 days' written notice, be terminated at any time without the payment of any penalty, by the Board of Trustees of the Fund, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement will automatically terminate in the event of its assignment. In interpreting the provisions of -14- this paragraph 14, the definitions contained in Section 2(a) of the 1940 Act (particularly the definitions of "interested person," "assignment" and "majority of the outstanding voting securities"), as modified by any applicable order of the Securities and Exchange Commission, shall be applied. 15. Amendment of this Agreement. No provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. If the Fund should at any time deem it necessary or advisable in the best interests of the Fund that any amendment of this Agreement be made in order to comply with the recommendations or requirements of the Securities and Exchange Commission or other governmental authority or to obtain any advantage under state or federal tax laws and should notify you of the form of such amendment, and the reasons therefor, and if you should decline to assent to such amendment, the Fund may terminate this Agreement forthwith. If you should at any time request that a change be made in the Fund's Declaration of Trust or By-laws or in its methods of doing business, in order to comply with any requirements of federal ______ or regulations of the Securities and Exchange Commission or ______ a national securities association of which you are or may be a member relating to the sale of shares of the Fund, and the Fund should not make such necessary change within a reasonable time, you may terminate this Agreement forthwith. -15- 16. Termination of Prior Agreements. This Agreement upon its effectiveness terminates and supersedes all prior underwriting contracts between the parties. 17. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The name "Scudder Managed Municipal Bonds" is the designation of the Trustees for the time being under a Declaration of Trust dated September 24, 1976, as amended from time to time, and all persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. You acknowledge that the Fund may, at any time such action is deemed desirable, suspend or terminate sales of Shares of a Portfolio and that upon your receipt of notice of such action by the Fund you will, for such period as determined by the Fund, accept no further orders for Shares of that Portfolio except unconditional orders placed with you before you had knowledge of such action. You acknowledge further that the Fund may from time to time set upper and lower limits on the -16- number of Shares of a Portfolio for which a purchaser may subscribe and may limit sales of Shares of a Portfolio to their existing shareholders. If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Fund, whereupon this letter shall become a binding contract. Very truly yours, SCUDDER MANAGED MUNICIPAL BONDS By: /s/ David S. Lee ---------------------------- The foregoing Agreement is hereby accepted as of the date hereof. SCUDDER FUND DISTRIBUTORS, INC. By: /s/ Daniel Pierce ---------------------------- -17- EX-99.8(A)(1) 14 CUSTODIAN CONTRACT EXHIBIT 8(a)(1) CUSTODIAN CONTRACT This Contract between Scudder Managed Municipal Bonds, a trust existing under the laws of the Commonwealth of Massachusetts, hereinafter called the "Fund", and State Street Bank and Trust Company, hereinafter called the "Custodian", WITNESSETH: That in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: I. Employment of Custodian and Property to be Held by It The Fund hereby employs the Custodian as the Custodian of its assets pursuant to the provisions of the Declaration of Trust. The Fund agrees to deliver to the Custodian all securities and cash owned by it, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Fund from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest, without par value, ("Shares") of the Fund as may be issued or sold from time to time. The Custodian shall not be responsible for any property of the Fund held or received by the Fund and not delivered to the Custodian. The Custodian may from time to time employ one or more subcustodians, but only in accordance with an applicable vote by the Trustees of the Fund, and provided that the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. II. Duties of the Custodian with Respect to Property of the Fund Held by the Custodian A. Holding Securities. The Custodian shall hold and physically segregate for the account of the Fund all non-cash property, including all securities owned by the Fund, other than securities which are maintained pursuant to Section L of Article II in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as "Securities Systems". B. Delivery of Securities. The Custodian shall release and deliver securities owned by the Fund held by the Custodian or in a Securities System account of the Custodian only upon receipt of proper instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: 1) Upon sale of such securities for the account of the Fund and receipt of payment therefor; 2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund. 3) In the case of a sale effected through a Securities System, in accordance with the provisions of Section L hereof. 4) To the depository agent in connection with tender or other similar offers for portfolio securities of the Fund. -2- 5) To the Issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; 6) To the Issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section K of Article II or into the name or nominee name of any sub-custodian appointed pursuant to Article I; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; 7) To the broker selling the same for examination in accordance with the "street delivery" custom; provided that the Custodian shall adopt such procedures, as the Fund from time to time shall approve, to ensure their prompt return to the Custodian by the broker in the event the broker elects not to accept them; 8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the -3- Issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 10) For delivery in connection with any loans of securities made by the Fund, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities; 11) For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Fund, but only against receipt of amounts borrowed; 12) Upon receipt of instructions from the transfer agent ("Transfer Agent") for the Fund, for delivery to such Transfer agent or to holders of shares in -4- connection with distributions in kind, as may be described from time to time in the Fund's currently effective prospectus, in satisfaction of requests by holders of Shares for repurchase or redemption; and 13) For any other proper corporate purposes, but only upon receipt of, in addition to proper instructions, a certified copy of a resolution of the Trustees or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purposes to be proper corporate purposes, and naming the person or persons to whom delivery of such securities shall be made. C. Registration of Securities. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section K of Article II or in the name or nominee name of any sub-custodian -5- appointed pursuant to Article I. All securities accepted by the Custodian on behalf of the Fund under the terms of this Contract shall be in "street" or other good delivery form. D. Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for the Fund may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the Trustees of the Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity. E. Payments for Shares. The Custodian shall receive from the distributor of the Fund's Shares or from the Transfer Agent of the Fund and deposit into the Fund's account such payments -6- as are received for Shares of the Fund issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of the Fund. F. Investment and Availability of Federal Funds. Upon mutual agreement between the Fund and the Custodian, the Custodian shall, upon the receipt of proper instructions, which may be continuing instructions when deemed appropriate by the parties, 1) invest in such instruments as may be set forth in such instructions on the same day as received all federal funds received after a time agreed upon between the Custodian and the Fund; and 2) make federal funds available to the Fund as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of the Fund which are deposited into the Fund's account. G. Collection of Income. The Custodian shall collect on a timely basis all income and other payments with respect to registered securities held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer securities if, on the date of payment by the Issuer, such securities are held by the Custodian or agent thereof and shall credit such income, as collected, to the -7- Fund's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. H. Payment of Fund Moneys. Upon receipt of proper instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out moneys of the Fund in the following cases only: 1) Upon the purchase of securities for the account of the Fund but only (a) against the delivery of such securities to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment Company Act of 1940, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section C of Article II hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section L of Article II hereof or (c) in the case of repurchase agreements entered into between the Fund and the Custodian, or another bank, (i) against delivery of the securities either -8- in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by the Custodian or other bank along with written evidence of the agreement by the Custodian or other bank to repurchase such securities from the Fund; 2) In connection with conversion, exchange or surrender of securities owned by the Fund as set forth in Section B of Article II hereof; 3) For the redemption or repurchase of Shares issued by the Fund as set forth in Section J of Article II hereof; 4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; 5) For the payment of any dividends declared pursuant to the governing documents of the Fund; 6) For any other proper purposes, but only upon receipt of, in addition to proper instructions, a certified copy of a resolution of the Trustees or of the -9- Executive Committee of the Fund signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth The purpose for which such payment is to be made, declaring such purpose to be a proper purpose, and naming the person or persons to whom such payment is to be made. I. Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for purchase of securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian, except that in the case of repurchase agreements entered into by the Fund with a bank which is a member of the Federal Reserve System, the Custodian may transfer funds to the account of such bank prior to the receipt of written evidence that the securities subject to such repurchase agreement have been transferred by book-entry into a segregated non-proprietary account of the Custodian maintained with the Federal Reserve Bank of Boston or of the safe-keeping receipt, provided that such securities have in fact been so transferred by book-entry. J. Payments for Repurchases or Redemptions of Shares of the Fund. From such funds as may be available for the purpose but sub- -10- ject to the limitations of the Declaration of Trust and any applicable votes of the Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares of the Fund, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares of the Fund, the Custodian shall, upon receipt of proper instructions, honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian. K. Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Article II as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of any of its responsibilities or liabilities hereunder. -11- L. Deposit of Fund Assets in Securities Systems. The Custodian may deposit and/or maintain securities owned by the Fund in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to herein as "Securities Systems" in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: 1) The Custodian may keep securities of the Fund in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian, or otherwise for customers. 2) The records of the Custodian with respect to securities of the Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund. 3) The Custodian shall pay for securities purchased for the account of the Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the -12- Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund on the next business day. 4) The Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System. -13- 5) The Custodian shall have received the initial or annual certificate, as the case may be, required by Article IX hereof. 6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from any failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage. M. Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to securities of the Fund held by it and in connection with transfers of securities. N. Proxies. The Custodian shall, with respect to the securities held hereunder, cause to be promptly executed by the regis- -14- tered holder of such securities, if the securities are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities. 0. Communications Relating to Fund Portfolio Securities. The Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by the Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action. P. Proper Instructions. "Proper instructions" as used throughout this Article II means a writing signed or initialed by one or more person or persons as the Trustees shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction in- -15- volved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered proper instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Trustees of the Fund accompanied by a detailed description of procedures approved by the Trustees, "proper instructions" may include communications effected directly between electro-mechanical or electronic devices provided that the Trustees and the Custodian are satisfied that such procedures afford adequate safeguards for the Fund's assets. Q. Actions Permitted without Express Authority. The Custodian may in its discretion, without express authority from the Fund: 1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this contract, provided that all such payments shall be accounted for to the Fund; 2) surrender securities in temporary form for securities in definitive form; 3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and -16- 4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Fund except as otherwise directed by the Trustees of the Fund. R. Evidence of Authority. The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a certified copy of a vote of the Trustees of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Trustees pursuant to the Declaration of Trust as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary. III. Duties of Custodian with Respect to Books of Account and Calculation of Net Asset Value and Net Income The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Trustees of the Fund to keep the books of account of the Fund and/or compute the net asset value per share of the outstanding shares of the Fund or, if directed in writing to do so by the Fund, shall itself keep such books of account and/or compute such net asset value per share. The Custodian shall also calculate daily the -17- "net income" of the Fund as defined in the Declaration of Trust and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Fund's currently effective prospectus. IV. Records The Custodian shall create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the Securities and Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by the Fund and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. -18- V. Opinion of Fund's Independent Accountant The Custodian shall take all reasonable action, as the Fund may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-1, and Form N-1R or other annual reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission. VI. Reports to Fund by Independent Public Accountants The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, including securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports, which shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund, to provide reasonable assurance that any material inadequacies would be disclosed, shall state in detail material inadequacies disclosed by such examination, and, if there are no such inadequacies, shall so state. VII. Compensation of Custodian The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund and the Custodian. -19- VIII. Responsibility of Custodian So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Fund. If the Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. -20- IX. Effective Period, Termination and Amendment This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section L of Article II hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Trustees of the Fund have approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Fund may at any time by action of its Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. -21- Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. X. Successor Custodian If a successor custodian shall be appointed by the Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities then held by it hereunder. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Trustees of the Fund, deliver at the office of the Custodian such securities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian and -22- all instruments held by the Custodian relative thereto and all other property held by it under this Contract. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of vote referred to or of the Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. XI. Interpretive and Additional Provisions In connection with the operation of this Contract, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Declaration of Trust of the Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract. -23- XII. Trustees All references to actions of or by Trustees herein shall require action by such Trustees acting as a board or formally constituted group and not individually. XIII. Massachusetts Law to Apply This Contract shall be construed and the provisions thereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. XIV. Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets. The name "Scudder Managed Municipal Bonds" is the designation of the Trustees for the time being under a Declaration of Trust dated September 24, 1976, as amended, and all persons dealing with the Trust must look solely to the Trust property for the enforcement of any claims against the Trust as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the 17th day of March, 1980. SEAL SCUDDER MANAGED MUNICIPAL BONDS By /s/ David S. Lee -------------------------------------- Executive Vice President SEAL STATE STREET BANK AND TRUST COMPANY By /s/ [ILLEGIBLE] -------------------------------------- Vice President -24- EX-99.8(A)(2) 15 CUSTODIAN FEE SCHEDULE Exhibit 8(a)(2) STATE STREET BANK AND TRUST COMPANY Custodian Fee Schedule SCUDDER, STEVENS & CLARK FUNDS (See Attachment "A") Effective October 1, 1986 - -------------------------------------------------------------------------------- I. Administration Custody, Portfolio and Fund Accounting Service - Maintain custody of fund assets. Settle portfolio purchases and sales. Report buy and sell fails. Determine and collect portfolio income. Make cash disbursements and report cash transactions. Maintain investment ledgers, provide selected portfolio transactions, position and income reports. Maintain general ledger and capital stock accounts. Prepare daily trial balance. Calculate net asset value daily. Provide selected general ledger reports. Securities yield or market value quotations will be provided to State Street by the fund. The administration fee shown below is an annual charge, billed and payable monthly, based on average monthly net assets. ANNUAL FEES PER PORTFOLIO Custody, Portfolio Fund Net Assets and Fund Accounting --------------- ------------------- First $20 Million 1/ 10 of 1% Next $80 Million 1/ 25 of 1% Excess 1/100 of 1% Minimum Monthly Charges As stated in attachment "A" and $2,000 for all new funds II. Portfolio Trades - For each line item processed State Street Bank Repos $ 7.00 DTC or Fed Book Entry $12.00 New York Physical Settlements $25.00 All other trades $16.00 [Logo] State Street III. Options Option charge for each option written or closing contract, per issue, per broker $25.00 Option expiration charge, per issue, per broker $15.00 Option exercised charge, per issue, per broker $15.00 IV. Interest Rate Futures Transactions -- no security movement $ 8.00 V. Coupon Bonds Monitoring for calls and processing coupons --for each coupon issue held -- monthly charge $ 5.00 VI. Holdings Charge For each issue maintained -- monthly charge $ 5.00 VII. Principal Reduction Payments Per paydown $ 3.00 VIII. Dividend Charges (For items held at the Request of Traders over record date in street form) $50.00 IX. Earnings Credit A balance credit equal to 75% of the 90 day CD rate in effect the last business day of each month will be applied to the Custodian Demand Deposit Account balance of each fund, net of check redemption service overdrafts, on a pro-rated basis against the fund's custodian fee, excluding out-of-pocket expenses. The balance credit will be cumulative and carried forward each month. Any excess credit remaining at year-end (December 31) will not be carried forward. [Logo] State Street X. Automated Pricing Monthly Base Fee $175.00* Monthly Quote Charge - - Municipal Bonds via Muller Data $ 21.00 - Municipal Bonds via Kenny Information Systems $ 16.00 - Government, Corporate and Convertible Bonds via Merrill Lynch $ 11.00 - Corporate and Government Bonds via Muller Data $ 11.00 - Options, Futures and Private Placements $ 6.00 - Foreign Equities and Bonds via Extel Ltd. $ 6.00 - Listed Equities, OTC Equities, and Bonds $ 6.00 - Corporate, Municipal, Convertible and Government Bonds, Adjustable Rate Preferred Stocks via IDSI $ 6.00 For billing purposes, the monthly quote charge will be based on the average number of positions in the portfolio. XI. Special Services Fees for activities of a non-recurring nature such as fund consolidations or reorganizations, extraordinary security shipments and the preparation of special reports will be subject to negotiation. Fees for tax accounting/recordkeeping for options, financial futures, and other special items will be negotiated separately. * Does not apply to Variable Life Series [Logo] State Street XII. Out-of-Pocket Expenses A billing for the recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following: Telephone Wire Charges ($4.70 per wire in and $4.55 out) Postage and Insurance Courier Service Duplicating Legal Fees Supplies Related to Fund Records Rush Transfer -- $8.00 Each Transfer Fees Sub-custodian Charges Price Waterhouse Audit Letter Federal Reserve Fee for Return Check items over $2,500 - $4.25 GNMA Transfer - $15 each XIII. Payment The above fees will be charges against the fund's custodian checking account five (5) days after the invoice is mailed to the fund's offices. SCUDDER, STEVENS & CLARK FUNDS STATE STREET BANK & TRUST CO. By /s/ David S. Lee By Wendy M. La[Illegible] ------------------------ --------------------------- Title President Title Vice President Date October 7, 1986 Date October 7, 1986 ATTACHMENT "A" [Logo] State Street Fund No. Fund Name Monthly Minimum - -------- --------- --------------- 7201 Scudder Income $1,000 7202 Scudder Growth & Income 1,000 7203 Scudder Capital Growth 1,000 7217 Scudder Government Mortgage Securities 2,000 7208 Scudder Cash Investment Trust 1,500 7209 Scudder Managed Muni Bond 1,500 7211 Scudder Government Money 1,500 7290 Scudder California Tax Free 1,500 7291 Scudder New York Tax Free 1,500 7241 Scudder Global 2,500 7232 Scudder Target General 1986 1,000 7233 Scudder Target General 1987 1,000 7234 Scudder Target General 1990 1,000 7240 Scudder Target General 1994 1,000 7237 Scudder Target Government 1986 1,000 7238 Scudder Target Government 1987 1,000 7239 Scudder Target Government 1990 1,000 7260 Scudder Tax Free Target 1987 1,000 7261 Scudder Tax Free Target 1990 1,000 7262 Scudder Tax Free Target 1993 1,000 7251 Scudder Tax Free Target 1996 1,000 7264 Scudder U.S. Government Zero Coupon 1990 1,000 7265 Scudder U.S. Government Zero Coupon 1995 1,000 7266 Scudder U.S. Government Zero Coupon 2000 1,000 7267 Scudder U.S. Government Zero Coupon 2005 1,000 7268 Scudder U.S. Government Zero Coupon 2010 1,000 7213 Scudder Variable Life Money Market 1,000 7214 Scudder Variable Life Equity 1,000 7215 Scudder Variable Life Diversified 1,000 7216 Scudder Variable Life Bond 1,000 7210 Scudder Tax Free Money Fund 1,500 7253 Scudder Variable Life Zero Coupon 1990 1,000 7254 Scudder Variable Life Zero Coupon 1995 1,000 7255 Scudder Variable Life Zero Coupon 2000 1,000 7256 Scudder Variable Life Zero Coupon 2005 1,000 7257 Scudder Variable Life Zero Coupon 2010 1,000 ATTACHMENT "B" to Custodian Fee Schedule Dated October 1, 1986 Fund No. Fund Name Monthly Minimum - -------- --------- --------------- 7295 Scudder Equity Income $1,000 7292 Scudder High Yield Tax Free 1,500 7225 Scudder California Tax Free Money 1,500 7224 Scudder New York Tax Free Money 1,500 7206 Scudder Variable Life International 1,500 7223 Scudder Mass Tax Free 1,500 7226 Scudder Ohio Tax Free 1,500 7227 Scudder Penn Tax Free 1,500 SCUDDER, STEVENS & CLARK FUNDS STATE STREET BANK & TRUST CO. By /s/ David S. Lee By Wendy M. La[Illegible] ----------------------------- ----------------------------- Title President Title Vice President Date June 26, 1987 Date 4/8/88 EX-99.8(A)(3) 16 CUSTODIAN CONTRACT AMENDMENT NO. 1 Exhibit 8(a)(3) SCUDDER MANAGED MUNICIPAL BONDS Custodian Contract Amendment No. 1 Scudder Managed Municipal Bonds (the "Fund") and State Street Bank and Trust Company (the "Custodian") hereby agree to amend the Custodian Contract entered into on March 17, 1980 pursuant to Article IX therein, as follows: 1. Page 4, Article II, Section B. By inserting the following new Paragraphs 12 and 13 as follows and by renumbering the existing Paragraphs 12 and 13 as Paragraphs 14 and 15, respectively: "12) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund; 13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund;" 2. Page 8, Article II, Section H, Paragraph 1, line 1. By inserting after "securities" the following: ", futures contracts or options on futures contracts". 3. Page 8, Article II, Section H, Paragraph 1, line 3. By inserting after "securities" the following: ", or evidence of title to futures contracts or options on futures contracts,". 4. Page 8, Article II, Section H, Paragraph 1, line 17. By inserting after "another bank" the following: "or a broker-dealer which is a member of the NASD,". 5. Page 9, Article II, Section H. By adding a new Paragraph 6 as follows and by renumbering the current Paragraph 6 as Paragraph 7: "6) For payment of the amount of dividends received in respect of securities sold short;" 6. Page 14, Article II. By adding the following new Section M. as follows and by renumbering the current Sections M., N., 0., P., Q. and R. as Sections N., O., P., Q., R. and S., respectively: "M. Segregated Account. The Custodian shall upon receipt of proper instructions, which may be standing instructions, establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section L hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies and (iv) for other proper corporate purposes, but only, in the case of clause (iv), upon receipt of, in addition to proper instructions, a certified copy of a resolution of the Trustees or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper corporate purposes." 7. Page 15, Article II, Section O, line 5. By inserting after "connection therewith" the following: "and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund)". -2- 8. Page 19, Article VI, line 5. By inserting after "safeguarding securities," the following: "futures contracts and options on futures contracts,". This Amendment shall become effective as of its date of execution. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the 5th day of March, 1985. SCUDDER MANAGED MUNICIPAL BONDS (SEAL) By /s/ David S. Lee -------------------------------------- Title: President STATE STREET BANK AND TRUST COMPANY (SEAL) By /s/ [ILLEGIBLE] -------------------------------------- Title: Vice President -3- EX-99.8(A)(4) 17 AMENDMENT TO THE CUSTODIAN CONTRACT Exhibit 8(a)(4) AMENDMENT TO THE CUSTODIAN CONTRACT AGREEMENT made this 9th day of August 1988 by and between STATE STREET BANK AND TRUST COMPANY ("Custodian") and SCUDDER MUNICIPAL TRUST (the "Fund"). WITNESSETH THAT: WHEREAS, the Custodian and the Fund are parties to a Custodian Contract dated March 17, 1980 (as amended to date, the "Contract") which governs the terms and conditions under which the Custodian maintains custody of the securities and other assets of the Fund: NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the Custodian Contract and mutually agree to the following: Replace subsection 7) of Section II.B Delivery of Securities with the following new subsection 7): 7) Upon the sale of such securities for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct; IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by a duly authorized officer as of the day and year first above written. ATTEST SCUDDER MUNICIPAL TRUST /s/ Marilyn J. Hayes /s/ David S. Lee - -------------------------------- ----------------------------------- ATTEST STATE STREET BANK AND TRUST COMPANY /s/ [illegible] /s/ [illegible] - -------------------------------- ----------------------------------- Assistant Secretary Vice President EX-99.8(A)(5) 18 AMENDMENT TO THE CUSTODIAN CONTRACT Exhibit 8(a)(5) AMENDMENT TO THE CUSTODIAN CONTRACT AGREEMENT made this 11th day of December, 1990 by and between STATE STREET BANK AND TRUST COMPANY (the "Custodian") and SCUDDER MUNICIPAL TRUST (the "Fund"). WITNESSETH THAT: WHEREAS, the Custodian and the Fund are parties to a Custodian Contract dated March 17, 1980 (as amended to date, the "Contract") which governs the terms and conditions under which the Custodian maintains custody of the securities and other assets of the Fund: NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the Custodian Contract and mutually agree to the following: Insert as the final paragraph under Responsibility of Custodian: If the Fund requires the Custodian to advance cash or securities for any purpose or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of Fund assets to the extent necessary to obtain reimbursement; provided, however, that (a) such reimbursement shall only occur after written demand has been made upon the Fund, and (b) the amount of each reimbursement shall not exceed any applicable investment restriction of the Fund in effect at the time of reimbursement, including the Fund's ability to pledge its assets (such pledges currently being limited to 10% of gross assets). IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by a duly authorized officer as of the day and year first above written. ATTEST: SCUDDER MUNICIPAL TRUST /s/ Marilyn J. Hayes /s/ David S. Lee - ------------------------------- ------------------------------------- ATTEST: STATE STREET BANK AND TRUST COMPANY /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] - ------------------------------- ------------------------------------- EX-99.8(B)(1) 19 SUBCUSTODIAN AGREEMENT EXHIBIT 8(b)(1) SUBCUSTODIAN AGREEMENT AGREEMENT dated as of December 31, 1978 between State Street Bank and Trust Company organized under the laws of the Commonwealth of Massachusetts (the "Custodian"), and The Bank of New York, London office (the "Subcustodian"). WITNESSETH: WHEREAS, the Custodian has entered into a custodian agreement with Scudder Managed Municipal Bonds ("Fund") dated October 15, 1976; WHEREAS, the Custodian desires to utilize Subcustodian for the purpose of holding cash and securities outside the United States; WHEREAS, the Subcustodian is a bank within the meaning of Section 2(a)(5) of the Investment Company Act of 1940 having an aggregate capital, surplus and undivided profits of not less than Two Million Dollars ($2,000,000); NOW, THEREFORE, the Custodian and Subcustodian hereby agree as follows: I. The Custodian may from time to time deposit securities or cash with the Subcustodian. The Subcustodian shall not be responsible for any property of the Fund not delivered to the Subcustodian. II. The Subcustodian shall hold and dispose of the securities hereafter held by or deposited with the Subcustodian as follows: A. The Subcustodian shall hold in a separate account, and physically segregated at all times from those of any other persons, firms or corporations, pursuant to the provisions hereof, all securities received by it for the account of the Custodian as custodian for the Fund. If any securities are registered in nominee name, such nominee name shall be used solely for the Fund. All such securities are to be held or disposed of by the Subcustodian for, and subject at all times to, the instructions of the Custodian pursuant to the terms of this Agreement. B. Upon receipt of instructions from the Custodian, the Subcustodian shall release or deliver securities owned by the Fund only for the following purposes: (1) upon sale of securities for the account of the Fund against receipt of payment therefor by cash, certified or cashier's check, or bank credit; (2) to the issuer thereof or its agent when securities are called, redeemed, retired or otherwise become payable, provided that the cash is to be delivered to the Subcustodian; (3) for exchange for a different number of bonds or certificates representing the same aggregate face amount or number of units, for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained -2- in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Subcustodian; (4) in the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities; provided that the surrender of interim receipts or temporary securities for definitive securities may be made at any time; provided that, in any such case, the new securities are to be delivered to the Subcustodian; (5) in the case of tender offers or similar offers to purchase received in writing, the delivery of securities to the designated depository or other receipt agent. The Subcustodian shall have full responsibility for transmitting to the Custodian any such offers received by it. Thereafter, the Custodian, if it desires to respond to such offer, shall have full responsibility for providing the Subcustodian with all necessary instructions in timely enough fashion for the Subcustodian to act thereon prior to any expiration time for such offer; (6) upon receipt from the Custodian of instructions directing disposition of securities in a manner other than or for purposes other than the manners and purposes enumerated in the foregoing five items; provided, however, that disposition pursuant to this item (6) shall be made by the Subcustodian only upon receipt of instructions from the Custodian specifying -3- the amount of such securities to be delivered, the purpose for which the delivery is to be made, and the name of the person or persons to whom such delivery is to be made. III. The Subcustodian shall hold and dispose of cash hereafter held by or deposited with the Subcustodian as follows: A. The Subcustodian shall open and maintain a separate account or accounts in the name of the Custodian as custodian for the Fund, subject only to draft or order by the Subcustodian acting pursuant to the terms of this Agreement. The Subcustodian shall hold in such account or accounts, subject to the provisions hereof, all cash received by it for the account of the Custodian as custodian for the Fund. B. Upon receipt of instructions from the Custodian, the Subcustodian shall make payments of cash for the account of the Fund from such cash only for the following purposes: (1) upon the purchase of securities for the account of the Fund but only against the delivery of such securities to the Subcustodian; (2) in connection with the subscription, conversion, exchange, tender or surrender of securities owned by the Fund as set forth in Paragraph IIIB hereof; and (3) for deposit with the Fund or with such other banking institutions as may from time to time be approved by the Fund. IV. All instructions shall be in writing executed by the Custodian, and the Subcustodian shall not be required to act on instructions otherwise communicated; provided, however, that the Sub- -4- custodian may in its discretion act on the basis of instructions received via telecommunications facilities if the Subcustodian reasonably believes such instructions to have been dispatched by the Custodian. The Subcustodian may require that instructions received via telecommunications facilities be authenticated. The Subcustodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed. The Subcustodian may receive and accept a certificate signed by the secretary of the Custodian as conclusive evidence of the authority of any person to act on behalf of the Custodian, and such certificate may be considered as in full force and effect until receipt by the Subcustodian of written notice to the contrary. V. Unless and until the Subcustodian receives instructions from the Custodian to the contrary, the Subcustodian shall: A. Present for payment all coupons and other income items held by it for the account of the Custodian as custodian for the Fund which call for payment upon presentation and hold the cash received by it upon such payment for the account of the Custodian as custodian for the Fund; B. Collect interest and cash dividends received, with notice to the Custodian, for the account of the Custodian as custodian for the Fund; C. Hold for the account of the Custodian as custodian for the Fund hereunder all stock dividends, rights and similar securities issued with respect to any securities held by it hereunder. -5- VI. The Subcustodian shall execute on behalf of the Custodian, in the Fund's name, any declarations, affidavits, or certificates of ownership which may be necessary or useful from time to time for the Subcustodian to perform any or several of its obligations arising under the provisions of this Agreement. VII. If the Subcustodian shall receive any notices or reports in respect of securities held by it hereunder, it shall promptly upon receipt thereof transmit to the Custodian by airmail, telecommunications facilities, or comparable means any such notices or reports. VIII. The Subcustodian may, from time to time, appoint (and may at any time remove) any bank or trust company as its agent for purposes of acquiring or disposing of securities or carrying out such provisions of this Agreement as the Subcustodian may, from time to time, direct; provided that the Subcustodian shall be fully liable to the Custodian for the acts or omissions of such agents to the same extent as if the acts or omissions of the agents were the acts or omissions of the Subcustodian. IX. On each day on which there is a cash or securities transaction over the account of the Custodian as custodian for the Fund, the Subcustodian shall dispatch to the Custodian (and to the Fund if requested) separate cash and securities advices. The Subcustodian shall furnish to the Custodian at the end of every month a statement of the cash and securities held by the Subcustodian and any Additional Subcustodians for the Custodian as custodian for the Fund. Such statements shall be sent by air mail, tele- -6- communications facilities or comparable means to the Custodian within 15 days after the end of each month. The Subcustodian shall furnish the Custodian with such additional statements as the Custodian may reasonably request. X. As compensation for the services rendered pursuant to this Agreement, the Custodian shall pay the Subcustodian a fee computed in accordance with the schedule attached hereto as Exhibit A, as such schedule may be amended from time to time by written agreement between the Custodian and the Subcustodian. The Custodian shall reimburse the Subcustodian for any reasonable out-of-pocket expenses incurred by the Subcustodian in connection with its obligations hereunder. XI. Upon request, the Custodian shall deliver, or shall request the Fund to deliver, to the Subcustodian, such proxies, powers-of-attorney or other instruments as may be necessary or desirable in connection with the performance by the Subcustodian of its obligations under this Agreement. XII. So long as and to the extent that it is in the exercise of reasonable care, the Subcustodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement. The Subcustodian shall not be liable for any action taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Subcustodian shall be obligated to exercise reasonable care and diligence in -7- carrying out the provisions of this Agreement and shall be without liability for any action taken or thing done by it in good faith and without negligence, the standard for which shall be that applicable to a bailee for hire under Massachusetts law. Notwithstanding the foregoing, the Subcustodian shall not be liable for (a) any violation by the Fund of any limitation applicable to its powers to make expenditures, to invest in or pledge securities or to borrow which does not involve action by the Subcustodian, and (b) any violation by the Fund of any limitation applicable to its powers to make investments, to invest in or pledge securities or to borrow which involves action by the Subcustodian, provided that such action was authorized in accordance with Paragraphs II, III or IV hereof. The Subcustodian shall be entitled to and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. XIII. This Agreement may be terminated at any time by the Custodian or the Subcustodian by giving written notice to the other party at least thirty (30) days prior to the date on which such termination is to become effective. In the event of termination, the Subcustodian will deliver any securities held by it or any Additional Subcustodians to the Custodian or to such successor subcustodian as the Custodian shall instruct in a manner to be mutually agreed upon by the parties hereto or, in the absence of such agreement, in a reasonable manner. Further in the event of termination, the Subcustodian shall be entitled to receive prior -8- to the delivery of the securities held by it or any Additional Subcustodians all accrued fees and unreimbursed expenses the payment of which is contemplated by Paragraph X hereof upon receipt by the Custodian of a final statement setting forth such fees and expenses. XIV. Except as the parties shall from time to time otherwise agree, all instructions, notices, reports and other communications contemplated by this Agreement shall be dispatched as follows: If to the Custodian: State Street Bank & Trust Company 225 Franklin Street Boston, Massachusetts 02110 Attention: Telex No.: If to the Subcustodian: The Bank of New York Telex No.: XV. This Agreement constitutes the entire understanding and agreement of the parties hereto, and neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated except by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. XVI. This Agreement shall be binding upon and shall inure to the benefit of the Custodian and the Subcustodian and their successors and assignees provided that neither the Custodian nor the Subcustodian may assign this Agreement or any of the rights or obligations hereunder without the prior written consent of the other party. XVII. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. The -9- parties hereto agree that notwithstanding any provision or provisions of this Agreement of apparent contrary effect, the Subcustodian shall have no obligation to take any action which is contrary to any one or several provisions of the laws, orders or regulations of England. The Subcustodian shall not be liable for any expense or damage to the Custodian or the Fund that may result from violation of any or several of the foregoing laws, orders and regulations, except as such expense or damage is caused by the wilful misconduct or negligence of the Subcustodian. XVIII. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement shall become effective when one or more counterparts have been signed and delivered by each of the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. STATE STREET BANK AND TRUST COMPANY (the "Custodian") By /s/ [ILLEGIBLE] ------------------------------------ VICE PRESIDENT THE BANK OF NEW YORK (the " Subcustodian") By /s/ [ILLEGIBLE] ------------------------------------ EX-99.8(C) 20 SUBCUSTODIAN AGREEMENT Exhibit 8(c) Scudder Municipal Trust SUBCUSTODIAN AGREEMENT between IRVING TRUST COMPANY and STATE STREET BANK AND TRUST COMPANY Sub-Custodian Agreement State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 223 Franklin Street, Boston, Massachusetts, 02110 (hereinafter called the "Custodian"), hereby appoints Irving Trust Company, a New York banking corporation, having its principal place of business at One Wall Street, New York, New York 10015, (hereinafter called the "Sub-Custodian") to serve as Sub-Custodian and to hold such securities as the Custodian may designate on behalf of and upon the instructions of the appropriate entity listed on Exhibit A attached hereto (each a "Fund" and collectively, the "Funds") which the Custodian is custodian, subject to the terms and conditions set forth herein. 1. Representation by Sub-Custodian. The Sub-Custodian hereby represents that it is qualified to act as custodian for a registered investment company under the Investment Company Act of 1940, as amended, and that it has aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $25,000,000. 2. Custodian Services. The Sub-Custodian shall hold in an account in the name of the Custodian, as custodian for the Funds, securities registered in the name of the Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such securities shall be designated the Custodian upon instructions of the appropriate Fund and shall consist of bonds of any issue that (a) are tax exempt, (b) incorporate a daily adjustable interest rate that is convertible to interest rates determinable on a variable or a fixed rate basis, (c) entitle the owners of such securities to have such securities purchased on a daily basis or at certain other specified times and (d) require the services of a custodian to establish a book-entry system similar to that set forth in the Relevant Master Custody Agreement (as hereinafter defined in paragraph 13 hereof). Such securities may be commingled with other securities of the same issue or with other securities held in a fiduciary or custodial capacity but shall be physically segregated from all securities held in the Sub-Custodian's individual capacity or for its account. Subject to paragraph 13 hereof, the Sub-Custodian shall release and deliver such securities only upon receipt of instructions from the Custodian. The Sub-Custodian shall collect on a timely basis, and credit to each Fund's Sub-Custodial account, all income and other payments with respect to securities held under this Agreement to which such Fund is entitled by law and shall notify the Custodian of any income or other payments that are not collected within a reasonable time after they become payable. Payments of income are to be made by wire advice to the account of each Fund so specified on Exhibit A. The Sub-Custodian shall at no time supervise the investment of, or advise or make any recommendations for the sale, purchase or other disposition of securities held under this Agreement. -2- All purchase and sale transactions shall be carried out by the Sub-Custodian only as the Custodian may instruct pursuant to paragraph 3 hereof. 3. Instructions. Subject to paragraph 13 hereof, instructions furnished by the Custodian to the Sub-Custodian with respect to securities held by the Sub-Custodian under this Agreement shall be signed by such officer or officers of the Custodian as are authorized from time to time by the Custodian; provided, however, that the Sub-Custodian is authorized to accept and act upon orders from the Custodian, whether given orally, by telephone or otherwise, which the Sub-Custodian reasonably believes to be given by an authorized person. The Custodian shall confirm such orders in writing. The Sub-Custodian shall use the same care with respect to the receiving, safekeeping, handling and delivering of securities held under this Agreement as it uses in respect of its own similar securities, but it need not maintain any special insurance for the benefit of the Custodian or the Funds. The Sub-Custodian shall not be liable for any action taken or thing done by it in carrying out the terms and provisions of this Agreement or the Relevant Master Custody Agreement if done in good faith and without negligence or misconduct on the Sub-Custodian's part. The Custodian shall not be liable for any action taken or thing done by it in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the Custodian's part. The -3- Custodian shall not be liable for any action taken or thing done by it in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the Custodian's part. The Sub-Custodian shall have no authority to select any broker or similar agent used to effect the purchase and sale of securities. 4. Ownership Certificates for Tax Purposes and Indemnification. The Sub-Custodian shall execute, as Custodian (as defined in Section 13 hereof), any necessary declarations or certificates of ownership required under any tax law now or hereafter in effect. The Custodian agrees to indemnify the Sub-Custodian against, and hold it harmless from, any liabilities, and any related out-of-pocket expenses, which it may incur in connection with this Agreement, other than any liabilities and expenses arising out of the Sub-Custodian's bad faith, wilful misconduct or negligence. The Sub-Custodian agrees to indemnify the Custodian against, and to hold it harmless from, any liabilities, and any related out-of-pocket expenses, which it may incur in connection with this Agreement which arise out of the Sub-Custodian's bad faith, negligence or wilful misconduct. The indemnification provided hereunder by the Custodian and the Sub-Custodian shall not extend to any special or consequential damages arising out of the performance of this Agreement. At the election of the Custodian, it shall be entitled to be subrogated to the rights of the Sub-Custodian with respect to any claim against any person the Sub-Custodian may have as a consequence of any such loss, expense or damage, if, and to the extent the Custodian has not been made whole for any such loss, expense or damage. -4- 5. Reports by Sub-Custodian's Independent Public Accountants. The Sub-Custodian shall provide the Custodian, upon request, with any quarterly or annual reports prepared in the normal course of business of the Sub-Custodian by the Sub-Custodian's independent public accountants on the accounting system, internal accounting controls and procedures for safeguarding securities relating to the services provided by the Sub-Custodian under this Agreement. 6. Access to Records. The Sub-Custodian will not refuse any reasonable request for inspection and audit on its books and records by an agent of a Fund or Custodian. 7. Cooperation. The Sub-Custodian shall cooperate with each Fund and Custodian and their respective independent public accountants in connection with annual and other audits of the books and records of Custodian or the Fund. 8. Compensation of Sub-Custodian. The Sub-Custodian shall be entitled to reasonable compensation for its services and expenses as Sub-Custodian, as agreed upon in writing from time to time by and between the Sub-Custodian and the Custodian. -5- 9. Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however, that the Agreement shall not be amended or terminated in contravention of any applicable federal or state regulations, or any provision of the custodial agreements entered into between the Custodian and the separate Funds, and further, provided that the Custodian may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Sub-Custodian by the Federal Deposit Insurance Corporation or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement, the Sub-Custodian shall promptly deliver to the Custodian in person or by registered mail all property then held by the Sub-Custodian under this Agreement. 10. Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Sub-Custodian and the Custodian may from time to time agree in writing on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be -6- consistent with the general tenor of this Agreement, which shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the custodian agreements entered into between the Custodian and the separate Funds. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. 11. New York Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York. 12. Communications Received by the Sub-Custodian. The Sub-Custodian shall promptly transmit to the Custodian all communications it receives concerning the securities it holds under this Agreement and shall furnish statements of account in such manner and frequency as the Sub-Custodian and the Custodian shall agree. All communications required or permitted to be given under this Agreement shall be in writing (including telex or telegraph) unless expressly provided otherwise, and addressed as follows: (a) If to the Sub-Custodian: Irving Trust Company One Wall Street New York, New York 10015 Attn: Corporate Trust Dept. -7- (b) If to the Custodian: State Street Bank & Trust Company Mutual Fund Services P.O. Box 1713 Boston, MA 02105 Attention: 13. Acknowledgement and Consent to Relevant Master Custody Agreement. The Custodian acknowledges that each of the entities named on Exhibit B hereto (as such Exhibit may be amended from time to time by notice from the Sub-Custodian to the Custodian) has been appointed remarketing agent (each a "Remarketing Agent") for certain series of securities held in custody pursuant to this Agreement and that such Remarketing Agent and Irving Trust Company, as custodian, (the "Master Custodian") have entered into a Master Custody Agreement identified in such Exhibit as such Master Custody Agreement may be amended or supplemented from time to time (each, a "Relevant Master Custody Agreement") for the benefit of the owners of such series of securities held in custody pursuant to this Agreement to promote the transfer of such series of securities remarketed by such Remarketing Agent through a book-entry system maintained by the Master Custodian. The Sub-Custodian will provide, upon request of the Custodian, copies of each Relevant Master Custody Agreement for each series of securities held in custody hereunder. The Custodian consents in all respects to be bound by the terms thereof and to the extent that there is a conflict between the terms of the Relevant Master Custody Agreement and this Agreement, the terms of this Agreement shall govern: -8- IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed this 30th day of November, 1987. ATTEST: IRVING TRUST COMPANY /s/ ILLEGIBLE BY: /s/ILLEGIBLE - ----------------------- ------------------------------- ILLEGIBLE Title: ILLEGIBLE ATTEST: STATE STREET BANK AND TRUST COMPANY /s/ILLEGIBLE BY: /s/ILLEGIBLE - ----------------------- ------------------------------- Assistant Secretary Vice President -9- EXHIBIT A to the SUBCUSTODIAN AGREEMENT with IRVING TRUST Wire instructions containing Account Location, Name and Fund Number for receipt of funds pursuant to Section 2 of this Agreement are as follows: ABA Routing Number: 0110-000-28 STATE ST BOS/ (insert appropriate fund name and number identified below) Name of Fund Fund Number Each of the above Funds has furnished the Custodian with appropriate resolutions authorizing the Custodian to enter into and act in accordance with the terms of this Agreement. Such resolutions also expressly acknowledge and consent to the provisions of Section 13 of this Agreement. IRVING TRUST COMPANY By: -------------------------------- Title: STATE STREET BANK AND TRUST COMPANY By: -------------------------------- Vice President DATE: ------------------------ Exhibit B Date of Relevant Name of Master Custody Remarketing Agreement with Agent Irving Trust Company - ----------- -------------------- Dillon, Read & Co. Inc. As of December 1, 1987 Ehrlich Bober & Co., Inc. As of August 1, 1984* First Boston Corporation As of December 1, 1987 Goldman, Sachs & Co. As of December 1, 1987 John Nuveen & Co. Incorporated As of December 1, 1987 Merrill Lynch, Pierce, Fenner & Smith Incorporated As of December 1, 1987 Morgan Stanley & Co. Incorporated As of December 23, 1987 Shearson Lehman Brothers Inc. As of December 1, 1987 Smith Barney, Harris Upham & Co. As of December 1, 1987 *As amended and supplemented through December 14, 1987 EX-99.8(D) 21 SUBCUSTODIAN AGREEMENT Exhibit 8(d) SUBCUSTODIAN AGREEMENT Between STATE STREET BANK AND TRUST COMPANY and MORGAN GUARANTY TRUST COMPANY OF NEW YORK SUBCUSTODIAN AGREEMENT The undersigned custodian (the "Custodian") for the investment company identified below (the "Fund") hereby appoints on the following terms and conditions Morgan Guaranty Trust Company of New York as subcustodian (the "Subcustodian") for it and the Subcustodian hereby accepts such appointment on the following terms and conditions as of the date set forth below. 1. Qualification. The Custodian and the Subcustodian each represent to the other and to the Fund that it is a bank qualified to act as a custodian for a registered investment company under the Investment Company Act of 1940, as amended (the "1940 Act"). 2. Subcustody. The Subcustodian agrees to hold in a separate account, segregated at all times from all other accounts maintained by the Subcustodian, all securities and rights thereto of the Fund ("Fund Securities") deposited from time to time by the Custodian with the Subcustodian. The Subcustodian will accept, hold or dispose of and take such other actions with respect to Fund Securities in addition to those specified in Section 3 in accordance with the Instructions of the Custodian given in the manner set forth in Section 4. Registered Fund Securities may be held in the name of the Subcustodian's nominee. 3. Subcustodian's Acts Without Instructions. Except as otherwise instructed pursuant to Section 4, the Subcustodian will (i) present all Fund Securities requiring presentation for any payment thereon, (ii) distribute to the Custodian cash received thereupon, (iii) collect and distribute to the Custodian interest and any dividends and distributions on Fund Securities, (iv) execute any necessary declarations or certificates of ownership under any tax law now or hereafter in effect, (v) forward to the Custodian all confirmations, notices, proxies or proxy soliciting materials relating to the Fund Securities received by it (and the Custodian agrees to forward same to the Fund), (vi) report to the Custodian any missed payment or other default upon any Fund Securities known to it as Subcustodian hereunder and (vii) make no free delivery of Fund Securities to anyone other than the Custodian. Promptly after the Subcustodian is furnished with any report of its independent public accountants on an examination of its internal accounting controls and procedures for safeguarding securities held in its custody for the account of others, the Subcustodian will furnish a copy thereof to the Custodian. Payment by the Subcustodian for Fund Securities may be made only against receipt of such securities. 4. Instructions, Other Communications. Any officer of the Custodian designated from time to time by letter to the Subcustodian, signed by the President or any Vice President and any Assistant Vice President, Assistant Secretary or Assistant Treasurer of the Custodian, as an officer of the Custodian 2 authorized to give Instructions to the Subcustodian with respect to Fund Securities (an "Authorized Officer") shall be authorized to instruct the Subcustodian as to the acceptance, holding, voting, presentation, disposition or any other action with respect to Fund Securities from time to time by telephone (if recorded) or in writing signed by such Authorized Officer and delivered by hand, mail, telecopier, tested telex, tested computer printout or such other reasonable method as the Custodian and Subcustodian shall agree is designed to prevent unauthorized officer's instructions. The Subcustodian will promptly transmit to the Custodian all receipts, confirmations or other transactional evidence received by it in respect of Fund Securities as to which the Subcustodian has received any Instructions. Instructions to the Subcustodian shall be given to Morgan Guaranty Trust Company of New York, 15 Broad Street (16th Floor), New York, New York 10015, Attention: Corporate Trust and Securities Department; Phone (212) 483-4140. Communications to the Custodian and the Fund shall be made at the addresses set forth below. 5. The Subcustodian. The Subcustodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement and shall not be liable for any action taken or omitted to be taken if done without negligence or willful misconduct. The Subcustodian will indemnify, defend and save harmless the Custodian for any loss or liability incurred by the Custodian arising out of or in connection with the Subcustodian's negligence or willful misconduct. 3 6. The Fund. The name Scudder Managed Municipal Bonds is the designation of the Trust of the Fund for the time being under a Declaration of Trust dated September 24, 1976, as amended, and all persons dealing with the Fund must look solely to the Fund property for the enforcement of any claims against the Fund, as neither the Trustees, officers, agents or shareholders assume any personal liability or obligations entered into on behalf of the Fund. 7. Miscellaneous. This Agreement (i) shall be governed by and construed in accordance with the laws of the State of New York, (ii) may be executed in counterparts each of which shall be deemed an original but all of which shall constitute the same instrument, (iii) may be amended by the parties hereto in writing and (iv) may be terminated by either party hereto upon 10 days' written notice to the other (and the Subcustodian shall cause any Fund Securities held by it upon such termination to be made available to the Custodian or its order). 4 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth below. Dated: November 25, 1985 STATE STREET BANK AND TRUST COMPANY BY: /s/ ED Hawkes Jr. ------------------------------ Vice President P.O. Box 351, Mutual Funds Boston, Massachusetts 02101 As Custodian for SCUDDER MANAGED MUNICIPAL BONDS 175 Federal Street Boston, Massachusetts 02110 MORGAN GUARANTY TRUST COMPANY OF NEW YORK BY: /s/ William H. Griffin ------------------------------- Title: William H. Griffin Vice President 5 EX-99.8(E) 22 SUBCUSTODIAN AGREEMENT Exhibit 8(e) Scudder Municipal Trust SUBCUSTODIAN AGREEMENT between CHEMICAL BANK and STATE STREET BANK AND TRUST COMPANY Sub-Custodian Agreement State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110 (hereinafter called the "Custodian"), hereby appoints Chemical Bank, a New York banking corporation, having its principal place of business at 277 Park Avenue, New York, New York 10172, (hereinafter called the "Sub-Custodian") to serve as Sub-Custodian and to hold such securities as the Custodian may designate on behalf of and upon the instructions of the appropriate entity listed on Exhibit A attached hereto (each a "Fund" and collectively, the "Funds") which the Custodian is custodian, subject to the terms and conditions set forth herein. 1. Representation by Sub-Custodian. The Sub-Custodian hereby represents that it is qualified to act as custodian for a registered investment company under the Investment Company Act of 1940, as amended, and that it has aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $25,000,000. 2. Custodian Services. The Sub-Custodian shall hold in an account in the name of the Custodian, as custodian for the Funds, securities registered in the name of the Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such securities shall be designated by the Custodian upon instructions of the appropriate Fund and shall consist of bonds or notes of any issue that (a) are tax exempt, (b) incorporate an adjustable interest rate that is convertible to interest rates determinable on a variable or a fixed rate basis, (c) entitle the owners of such securities to have such securities purchased at specified times and (d) require the services of a custodian to establish a book-entry system similar to that set forth in the Relevant Master Custody Agreement (as hereinafter defined in paragraph 13 hereof). Such securities may be commingled with other securities of the same issue or with other securities held in a fiduciary or custodial capacity but shall be physically segregated from all securities held in the Sub-Custodian's individual capacity or for its account. Subject to paragraph 13 hereof, the Sub-Custodian shall release and deliver such securities only upon receipt of instructions from the Custodian. The Sub-Custodian shall collect on a timely basis, and credit to each Fund's Sub-Custodial account, all income and other payments with respect to securities held under this Agreement to which such Fund is entitled as owner of the securities and shall notify the Custodian of any income or other payments that are not collected within a reasonable time after they become payable. Payments of income are to be made by wire advice to the account of each Fund so specified on Exhibit A. The Sub-Custodian shall at no time supervise the investment of, or advise or make any recommendations for the sale, purchase or other disposition of securities held under this Agreement. -2- All purchase and sale transactions shall be carried out by the Sub-Custodian only as the Custodian may instruct pursuant to paragraph 3 hereof. 3. Instructions. Subject to paragraph 13 hereof, instructions furnished by the Custodian to the Sub-Custodian with respect to securities held by the Sub-Custodian under this Agreement shall be signed by such officer or officers of the Custodian as are authorized from time to time by the Custodian; provided, however, that the Sub-Custodian is authorized to accept and act upon orders from the Custodian, whether given orally, by telephone or otherwise, which the Sub-Custodian reasonably believes to be given by an authorized person. The Custodian shall confirm such orders in writing. The Sub-Custodian shall use the same care with respect to the receiving, safekeeping, handling and delivering of securities held under this Agreement as it uses in respect of its own similar securities, but it need not maintain any special insurance for the benefit of the Custodian or the Funds. The Sub-Custodian shall not be liable for any actions taken or thing done by it in carrying out the terms and provisions of this Agreement or the Relevant Master Custody Agreement if done in good faith and without negligence or misconduct on the Sub-Custodian's part. The Custodian shall not be liable for any action taken or thing done by it in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the Sub-Custodian's part. The -3- Sub-Custodian shall have no authority to select any broker or similar agent used to effect the purchase and sale of securities. 4. Ownership Certificates for Tax Purposes and Indemnification. The Sub-Custodian shall execute, as Custodian (as defined in Section 13 hereof), any necessary declarations or certificates of ownership required under any tax law now or hereafter in effect. The Custodian agrees to indemnify the Sub-Custodian against, and hold it harmless from, any liabilities, and any related out-of-pocket expenses, which it may incur in connection with this Agreement, other than any liabilities and expenses arising out of the Sub-Custodian's bad faith, wilful misconduct or negligence. The Sub-Custodian agrees to indemnify the Custodian against, and to hold it harmless from, any liabilities, and any related out-of-pocket expenses, which it may incur in connection with this Agreement which arise out of the Sub-Custodian's bad faith, negligence or wilful misconduct. The indemnification provided hereunder by the Custodian and the Sub-Custodian shall not extend to any special or consequential damages arising out of the performance of this Agreement. At the election of the Custodian, it shall be entitled to be subrogated to the rights of the Sub-Custodian with respect to any claim against any person the Sub-Custodian may have as a consequence of any such loss, expense or damage, if, and to the extent the Custodian has not been made whole for any such loss, expense or damage. -4- 5. Reports by Sub-Custodian's Independent Public Accountants. The Sub-Custodian shall provide the Custodian, upon request, with any quarterly or annual reports prepared in the normal course of business of the Sub-Custodian by the Sub-Custodian's independent public accountants on the accounting system, internal accounting controls and procedures for safeguarding securities relating to the services provided by the Sub-Custodian under this Agreement. 6. Access to Records. The Sub-Custodian will not refuse any reasonable request for inspection and audit on its books and records by an agent of a Fund or Custodian. 7. Cooperation. The Sub-Custodian shall cooperate with each Fund and Custodian and their respective independent public accountants in connection with annual and other audits of the books and records of Custodian or the Fund. 8. Compensation of Sub-Custodian. The Sub-Custodian shall be entitled to reasonable compensation for its services and expenses as Sub-Custodian, as agreed upon in writing from time to time by and between the Sub-Custodian and the Custodian. -5- 9. Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however, that the Agreement shall not be amended or terminated in contravention of any applicable federal or state regulations, or any provision of the custodial agreements entered into between the Custodian and the separate Funds, and further, provided that the Custodian may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Sub-Custodian by the Federal Deposit Insurance Corporation or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement, the Sub-Custodian shall promptly deliver to the Custodian in person in New York or by registered mail all property by delivery of appropriate certificates then held by the Sub-Custodian under this Agreement. 10. Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Sub-Custodian and the Custodian may from time to time agree in writing on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be -6- consistent with the general tenor of this Agreement, which shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the custodian agreements entered into between the Custodian and the separate Funds. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. 11. New York Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York. 12. Communications Received by the Sub-Custodian. The Sub-Custodian shall promptly transmit to the Custodian all communications it receives concerning the securities it holds under this Agreement and shall furnish statements of account in such manner and frequency as the Sub-Custodian and the Custodian shall agree. All communications required or permitted to be given under this Agreement shall be in writing (including telex or telegraph) unless expressly provided otherwise, and addressed as follows: (a) If to the Sub-Custodian: Chemical Bank 55 Water Street Room 540 New York, New York 10172 Attn: Special Handling/ Tender Unit -7- (b) If to the Custodian: State Street Bank & Trust Company Mutual Fund Services P.O. Box 1713 Boston, MA 02105 Attention: 13. Acknowledgement and Consent to Relevant Master Custody Agreement. The Custodian acknowledges that each of the entities named on Exhibit B hereto (as such Exhibit may be amended from time to time by notice from the Sub-Custodian to the Custodian) has been appointed remarketing agent (each a "Remarketing Agent") for certain series of securities held in custody pursuant to this Agreement and that such Remarketing Agent and Chemical Bank, as custodian, (the "Master Custodian") have entered into a Master Custody Agreement identified in such Exhibit as such Master Custody Agreement may be amended or supplemented from time to time (each, a "Relevant Master Custody Agreement") for the benefit of the owners of such series of securities held in custody pursuant to this Agreement to promote the transfer of such series of securities remarketed by such Remarketing Agent through a book-entry system maintained by the Master Custodian. The Sub-Custodian will provide, upon request of the Custodian, copies of each Relevant Master Custody Agreement for each series of securities held in custody hereunder. The Custodian consents in all respects to be bound by the terms thereof and to the extent that there is a conflict between the terms of the Relevant Master Custody Agreement and this Agreement, the terms of this Agreement shall govern. -8- IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed this day of , 198 . ATTEST: CHEMICAL BANK /s/ ILLEGIBLE BY: /s/ILLEGIBLE - ------------------------- ----------------------------- Title: Vice President ATTEST: STATE STREET BANK AND TRUST COMPANY /s/ILLEGIBLE BY: /s/ILLEGIBLE - ------------------------- --------------------------------- Assistant Secretary Vice President -9- EXHIBIT A Wire instructions containing Account Location, Name and Fund Number for receipt of funds pursuant to Section 2 of this Agreement are as follows: ABA Routing Number: 0110-000-28 STATE ST BOS/ (insert appropriate fund name and number identified below) Name of Fund Fund Number Each of the above Funds has furnished the Custodian with appropriate resolutions authorizing the Custodian to enter into and act in accordance with the terms of this Agreement. Such resolutions also expressly acknowledge and consent to the provisions of Section 13 of this Agreement. ATTEST: CHEMICAL BANK BY: - -------------------------- --------------------------------- Title: ATTEST: STATE STREET BANK AND TRUST COMPANY BY: - -------------------------- --------------------------------- Assistant Secretary Vice President DATE: --------------------- -10- EXHIBIT B Date of Relevant Name of Master Custody Remarketing Agreement with Agent Chemical Bank -11- EX-99.8(F) 23 SUBCUSTODIAN AGREEMENT Exhibit 8(f) Scudder Municipal Trust SUBCUSTODIAN AGREEMENT between SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK) and STATE STREET BANK AND TRUST COMPANY Sub-Custodian Agreement State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110 (hereinafter callled the "Custodian"), hereby appoints Security Pacific National Trust Company (New York), a National banking association, having its principal corporate trust offices at at Two Rector Street, New York, New York 10006, (hereinafter called the "Sub-Custodian") to serve as Sub-Custodian and to hold such securities as the Custodian may designate on behalf of and upon the instructions of the appropriate entity listed on Exhibit A attached hereto (each a "Fund" and collectively, the "Funds") for which the Custodian is custodian, subject to the terms and conditions set forth herein. 1. Representation by Sub-Custodian. The Sub-Custodian hereby represents that it is qualified to act as custodian for a registered investment company under the Investment Company Act of 1940, as amended, and that is has aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $25,000,000. 2. Custodian Services. The Sub-Custodian shall hold in an account in the name of the Custodian, as custodian for the Funds, securities registered in the name of the Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such securities shall be designated by the Custodian upon instructions of the appropriate Fund and shall consist of bonds of any issue that (a) are tax exempt, (b) incorporate a daily adjustable interest rate that is convertible to interest rates determinable on a variable or a fixed rate basis, (c) entitle the owners of such securities to have such securities purchased on a daily basis or at certain other specified times and (d) require the services of a custodian to establish a book-entry system similar to that set forth in the Relevant Master Custody Agreement (as hereinafter defined in paragraph 13 hereof). Such securities may be commingled with other securities of the same issue or with other securities held in a fiduciary or custodial capacity but shall be physically segregated from all securities held in the Sub-Custodian's individual capacity or for its account. Subject to paragraph 13 hereof, the Sub-Custodian shall release and deliver such securities only upon receipt of instructions from the Custodian. The Sub-Custodian shall collect on a timely basis, and credit to each such Fund's Sub-Custodial account, all income and other payments with respect to securities held under this Agreement to which such Fund is entitled by law and shall notify the Custodian of any income or other payments that are not collected within a reasonable time after they become payable. Payments of income are to be made by wire advance to the account of each Fund so specified on Exhibit A. The Sub-Custodian shall at no time supervise the investment of, or advise or make any recommendations for the sale, purchase or other disposition of securities held under this Agreement. -2- All purchase and sale transactions shall be carried out by the Sub-Custodian only as the Custodian may instruct pursuant to paragraph 3 hereof. 3. Instructions. Subject to paragraph 13 hereof, instructions furnished by the Custodian to the Sub-Custodian with respect to securities held by the Sub-Custodian under this Agreement shall be signed by such officer or officers of the Custodian as are authorized from time to time by the Custodian; provided, however, that the Sub-Custodian is authorized to accept and act upon orders from the Custodian, whether given orally, by telephone or otherwise, which the Sub-Custodian reasonably believes to be given by an authorized person. The Custodian shall promptly confirm such orders in writing. The Sub-Custodian shall use the same care with respect to the receiving, safekeeping, handling and delivering of securities held under this Agreement as it uses in respect of its own similar securities, but it need not maintain any special insurance for the benefit of the Custodian or the Funds. The Sub-Custodian shall not be liable for any action taken or thing done by it in carrying out the terms and provisions of this Agreement or the Relevant Master Custody Agreement if done in good faith and without negligence or wilful misconduct on the Sub-Custodian's part. The Custodian shall not be liable for any action taken or thing done by it in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or wilful misconduct on the -3- part. The Sub-Custodian shall have no authority to select any broker or similar agent used to effect the purchase and sale of securities. 4. Ownership Certificates for Tax Purposes and Indemnification. The Sub-Custodian shall execute, as Custodian (as defined in Section 13 hereof), any necessary declarations or certificates of ownership required under any tax law now or hereafter in effect. The Custodian agrees to indemnify the Sub-Custodian against, and hold it harmless from, any liabilities, and any related out-of-pocket expenses, which it may incur in connection with this Agreement, other than any liabilities and expenses arising out of the Sub-Custodian's bad faith, wilful misconduct or negligence. The Sub-Custodian agrees to indemnify the Custodian against, and to hold it harmless from, any liabilities, and any related out-of-pocket expenses, which it may incur in connection with this Agreement which arise out of the Sub-Custodian's bad faith, negligence or wilful misconduct. The indemnification provided hereunder by the Custodian and the Sub-Custodian shall not extend to any special or consequential damages arising out of the performance of this Agreement. Without limiting or impairing any rights the Sub-Custodian may have hereunder, at the election of the Custodian, it shall be entitled to be subrogated to the rights of the Sub-Custodian with respect to any claim against any person the Sub-Custodian may have as a consequence of any such loss, expense or damage, if, and to the extent the Custodian has not been made whole for any such loss, expense or damage. -4- 5. Reports by Sub-Custodian's Independent Public Accountants. The Sub-Custodian shall provide the Custodian, upon request, with any quarterly or annual reports prepared in the normal course of business of the Sub-Custodian by the Sub-Custodian's independent public accountants on the accounting system, internal accounting controls and procedures for safeguarding securities relating to the services provided by the Sub-Custodian under this Agreement. 6. Access to Records. The Sub-Custodian will not refuse any reasonable request for inspection and audit on its books and records by an agent of a Fund or Custodian. 7. Cooperation. The Sub-Custodian shall cooperate with each Fund and Custodian and their respective independent public accountants in connection with annual and other audits of the books and records of Custodian or the Fund. 8. Compensation of Sub-Custodian. The Sub-Custodian shall be entitled to reasonable compensation for its services and expenses as Sub-Custodian, as agreed upon in writing from time to time by and between the Sub-Custodian and the Custodian. -5- 9. Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however, that the Agreement shall not be amended or terminated in contravention of any applicable federal or state regulations, or any provision of the custodial agreements entered into between the Custodian and the separate Funds, and further, provided that the Custodian may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Sub-Custodian by the Federal Deposit Insurance Corporation or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement, the Sub-Custodian shall promptly deliver to the Custodian in person or by registered mail all property then held by the Sub-Custodian under this Agreement. 10. Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Sub-Custodian and the Custodian may from time to time agree in writing on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be -6- consistent with the general tenor of this Agreement, which shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the custodian agreements entered into and between the Custodian and the separate Funds. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. 11. New York Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York. 12. Communications Received by the Sub-Custodian. The Sub-Custodian shall promptly transmit to the Custodian all communications it receives concerning the securities it holds under this Agreement and shall furnish statements of account in such manner and frequency as the Sub-Custodian and the Custodian shall agree. All communications required or permitted to be given under this Agreement shall be in writing (including telex or telegraph) unless expressly provided otherwise, and addressed as follows: (a) If to the Sub-Custodian: Security Pacific National Trust (New York) 2 Rector Street, 9th Floor New York, New York 10006 Attn: Corporate Trust Division Telecopier Number: 212-978-5060 -7- (b) If to the Custodian: State Street Bank & Trust Company Mutual Fund Services P.O. Box 1713 Boston, MA 02105 Attention: Fund Manager 13. Acknowledgement and Consent to Relevant Master Custody Agreement. The Custodian acknowledges that each of the entities named on Exhibit B hereto (as such Exhibit may be amended from time to time by notice from the Sub-Custodian to the Custodian) has been appointed remarketing agent (each a "Remarketing Agent") for certain series of securities held in custody pursuant to this Agreement and that such Remarketing Agent and Security Pacific National Trust Company (New York), as custodian, (the "Master Custodian") have entered into a Master Custody Agreement identified in such Exhibit as such Master Custody Agreement may be amended or supplemented from time to time (each, a "Relevant Master Custody Agreement") for the benefit of the owners of such series of securities held in custody pursuant to this Agreement to promote the transfer of such series of securities remarketed by such Remarketing Agent through a book-entry system maintained by the Master Custodian. The Sub-Custodian will provide, upon request of the Custodian, copies of each Relevant Master Custody Agreement for each series of securities held in custody hereunder. The Custodian consents after appropriate review in all respects to be bound by the terms thereof and to the extent that there is a conflict between the terms of the Relevant Master Custody Agreement and this Agreement,the terms of this Agreement shall govern: -8- IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed this 18 day of February, 1988. ATTEST: SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK) (as Sub-Custodian) /s/Paul F. Anatnella BY: /s/Illegible - ---------------------------- -------------------------------- Paul F. Anatnella Title: Assistant Secretary ASSISTANT VICE PRESIDENT ATTEST: STATE STREET BANK AND TRUST COMPANY (as Custodian) /s/Illegible BY: /s/Illegible - ---------------------------- -------------------------------- Assistant Secretary Vice President -9- EXHIBIT to the SUBCUSTODIAN AGREEMENT with SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK) dated February 18, 1988 Wire instructions containing Account Locations, Name and Fund Number for receipt of funds pursuant to Section 2 of this Agreement are as follows: ABA Routing Number: 0110-000-28 STATE ST BOS/(insert appropriate fund name and number identified below): Name of Fund Fund Number ------------ ----------- AARP Insured Tax Free Income Trust AARP Insured Tax Free General Bond Fund 7275 AARP Insured Tax Free Short Term Fund 7274 Scudder California Tax-Free Trust Scudder California Tax-Free Fund 7290 Scudder California Tax-Free Money Fund 7225 Scudder Municipal Trust Scudder High Yield Tax Free Fund 7292 Scudder Managed Municipal Bond Fund 7209 Scudder State Tax-Free Trust Scudder Massachusetts Tax Free Fund 7223 Scudder New York Tax Free Fund 7291 Scudder New York Tax Free Money Fund 7224 Scudder Ohio Tax Free Fund 7226 Scudder Pennsylvania Tax Free Fund 7227 Scudder Tax Free Money Fund 7210 Scudder Tax Free Target Fund Series 1990 7261 Series 1993 7262 Series 1996 7251 Scudder Treasurers Trust Treasurers Auction Rate Preferred Portfolio 7287 Treasurers Dividend Income Portfolio 7288 Treasurers Liquidity Plus Portfolio 7285 Treasurers Money Portfolio 7283 Treasurers Tax Exempt Liquidity Plus Portfolio 7286 Treasurers Tax Exempt Money Portfolio 7284 -10- EXHIBIT B Date of Relevant Master Custody Name of Agreement with Remarketing Security Pacific National Trust Agent Company (New York) - ----------- ------------------------------- GOLDMAN, SACHS & CO. December 28, 1987 -11- EX-99.8(G) 24 SUBCUSTODIAN AGREEMENT Scudder Municipal Trust Exhibit 8(g) SUBCUSTODIAN AGREEMENT between BANKERS TRUST COMPANY and STATE STREET BANK AND TRUST COMPANY Sub-Custodian Agreement State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110 (hereinafter called the "Custodian"), hereby appoints Bankers Trust Company, a New York banking corporation, having its principal place of business at 4 Albany Street, New York, New York 10015, (hereinafter called the "Sub-Custodian") to serve as Sub-Custodian and to hold such securities as the Custodian may designate on behalf of and upon the instructions of the appropriate entity listed on Exhibit A attached hereto (each a "Fund" and collectively, the "Funds") for which the Custodian is custodian, subject to the terms and conditions set forth herein. 1. Representation by Sub-Custodian. The Sub-Custodian hereby represents that it is qualified to act as custodian for a registered investment company under the Investment Company Act of 1940, as amended, and that it has aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $25,000,000. 2. Custodian Services. The Sub-Custodian shall hold in an account in the name of the Custodian, as custodian for the Funds, securities registered in the name of the Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such securities shall be designated by the Custodian upon instructions of the appropriate Fund and shall consist of bonds or notes of any issue that (a) are tax exempt, (b) incorporate an adjustable interest rate that is convertible to interest rates determinable on a variable or a fixed rate basis, (c) entitle the owners of such securities to have such securities purchased at specified times and (d) require the services of a custodian (which may be the Sub-Custodian) to establish a book-entry system similar to that set forth in the Relevant Master Custody Agreement (as hereinafter defined paragraph 13 hereof). Such securities may be commingled with other securities of the same issue or with securities held in a fiduciary or custodial capacity but shall be physically segregated from all securities held in the Sub-Custodian's individual capacity or for its account. Subject to paragraph 13 hereof, the Sub-Custodian shall release and deliver such securities only upon receipt of instructions from the Custodian. The Sub-Custodian shall collect on a timely basis, and credit to each Fund's Sub-Custodial account, all income and other payments with respect to securities held under this Agreement to which such Fund is entitled as owner of the securities and shall notify the Custodian of any income or other payments that are not collected within a reasonable time after they become payable. Payments of income are to be made by wire advice to the account of each Fund so specified on Exhibit A. The Sub-Custodian shall at no time supervise the investment of, or advise or make any recommendations for the sale, purchase or other disposition of securities held under this Agreement. -2- All purchase and sale transactions shall be carried out by the Sub-Custodian only as the Custodian may instruct pursuant to paragraph 3 hereof. 3. Instructions. Subject to paragraph 13 hereof, instructions furnished by the Custodian to the Sub-Custodian with respect to securities held by the Sub-Custodian under this Agreement shall be signed by such officer or officers of the Custodian as are authorized from time to time by the Custodian; provided, however, that the Sub-Custodian is authorized to accept and act upon orders from the Custodian, whether given orally, by telephone or otherwise, which the Sub-Custodian reasonably believes to be given by an authorized person and the Sub-Custodian shall be entitled to rely on such written or oral authorization provided it has no actual knowledge to the contrary. The Custodian shall confirm such orders in writing. The Sub-Custodian shall use the same care with respect to the receiving, safekeeping, handling and delivering of securities held under this Agreement as it uses in respect of its own similar securities, but it need not maintain any special insurance for the benefit of the Custodian or the Funds unless it may be required to do so by applicable law, in which case the costs of any such insurance shall be an additional charge to the Custodian or the Funds. The Sub-Custodian shall not be liable for any action taken or thing done by it in carrying out the terms and provisions of this Agreement or the Relevant Master Custody Agreement if done in good faith and -3- without negligence or wilful misconduct on the Sub-Custodian's part. The Custodian shall not be liable for any action taken or thing done by it in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the Custodian's part. The Sub-Custodian shall have no authority to select any broker or similar agent used to effect the purchase and sale of securities. 4. Ownership Certificates for Tax Purposes and Indemnification. The Sub-Custodian shall execute, as Custodian (as defined in Section 13 hereof), any necessary declarations or certificates of ownership required under any tax now or hereafter in effect. The Custodian agrees to indemnify the Sub-Custodian and any nominee in whose name securities hereunder are registered against, and hold it harmless from, any liabilities, and any related out-of-pocket expenses, which it may incur in connection with this Agreement, other than any liabilities and expenses arising out of the Sub-Custodian's bad faith, wilful misconduct or negligence. The Sub-Custodian agrees to indemnify the Custodian against, and to hold it harmless from, any liabilities, and any related out-of-pocket expenses, which it may incur in connection with this Agreement which arises out of the Sub-Custodian's bad faith, negligence or wilful misconduct. At the election of the Custodian, it shall be entitled to be subrogated to the rights of the Sub-Custodian which respect to any claim against any person the Sub-Custodian may have as a consequence of any such loss, expense or damage, if, and to the -4- extent the Custodian has not been made whole for any such loss, expense or damage. 5. Reports by Sub-Custodian's Independent Public Accountants. To the extent permitted by applicable law the Sub-Custodian shall provide the Custodian, upon request, with any quarterly or annual reports prepared in the normal course of business of the Sub-Custodian by the Sub-Custodian's independent public accountants on the accounting system, internal accounting controls and procedures for safeguarding securities relating to the services provided by the Sub-Custodian under this Agreement. 6. Access to Records. To the extent permitted by applicable law the Sub-Custodian will not refuse any reasonable request for inspection and audit on its books and records by an agent of a Fund or Custodian. 7. Cooperation. The Sub-Custodian shall cooperate with each Fund and Custodian and their respective independent public accountants in connection with annual and other audits of the books and records of Custodian or the Fund. 8. Compensation of Sub-Custodian. The Sub-Custodian shall be entitled to reasonable compensation for its services and expenses as Sub-Custodian, as agreed upon in writing (at the time of delivery of the Agreement) -5- from time to time by and between the Sub-Custodian and the Custodian. 9. Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however, that the Agreement shall not be amended or terminated in contravention of any applicable federal or state regulations, or any provision of the custodial agreements entered into between the Custodian and the separate Funds, and further, provided that the Custodian may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Sub-Custodian by the appropriate federal supervisory authority or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement, the Sub-Custodian shall promptly deliver to the Custodian in person in New York or by registered mail all property by delivery of appropriate certificates then held by the Sub-Custodian under this Agreement. -6- 10. Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Sub-Custodian and the Custodian may from time to time agree in writing on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement, which shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the custodian agreements entered into and between the Custodian and the separate Funds. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. 11. New York Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York. 12. Communications Received by the Sub-Custodian. The Sub-Custodian shall promptly transmit to the Custodian all communications it receives concerning the securities it holds under this Agreement and shall furnish statements of account in such manner and frequency as the Sub-Custodian and the Custodian shall agree. All communications required or permitted to be given under this Agreement shall be in writing (including telecopy or -7- telegraph) unless expressly provided otherwise, and addressed as follows: (a) If to the Sub-Custodian: Bankers Trust Company 4 Albany Street New York, New York 10015 Attn: Corporate Trust and Agency Group (b) If to the Custodian: State Street Bank & Trust Company Mutual Fund Services P.O. Box 1713 Boston, MA 02105 Attention: 13. Acknowledgement and Consent to Relevant Master Custody Agreement. The Custodian acknowledges that each of the entities named on Exhibit B hereto (as such Exhibit may be amended from time to time by notice from the Sub-Custodian to the Custodian) has been appointed remarketing agent (each a "Remarketing Agent") for certain series of securities held in custody pursuant to this Agreement and that such Remarketing Agent and Bankers Trust Company, as custodian, (the "Master Custodian") have entered into a Master Custody Agreement identified in such Exhibit as such Master Custody Agreement may be amended or supplemented from time to time (each, a "Relevant Master Custody Agreement") for the benefit of the owners of such series of securities held in custody pursuant to this Agreement to promote the transfer of such series of securities remarketed by such Remarketing Agent through a book-entry system maintained by the Master Custodian. The Sub-Custodian will provide, upon request of the Custodian, -8- copies of each Relevant Master Custody Agreement for each series of securities held in custody hereunder. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed this 15th day of August, 1989. ATTEST: BANKERS TRUST COMPANY /s/Nancy J. Fuerst BY: /s/Susan McKaufmann - ------------------------- ------------------------------- Assistant Secretary Title: Assistant Vice President ATTEST: STATE STREET BANK AND TRUST COMPANY /s/[Illegible] BY: /s/[Illegible] - ------------------------- ------------------------------- Assistant Secretary Vice President -9- EXHIBIT A Wire instructions containing Account Location, Name and Fund Number for receipt of funds pursuant to Section 2 of this Agreement are as follows: ABA Routing Number: 0110-000-28 STATE ST BOS/ (insert appropriate fund name and number identified below) Name of Fund Fund Number ------------ ----------- Each of the above Funds has furnished the Custodian with appropriate resolutions authorizing the Custodian to enter into and act in accordance with the terms of this Agreement. Such resolutions also expressly acknowledge and consent to the provisions of Section 13 of this Agreement. BANKERS TRUST COMPANY BY:____________________________________ Title: STATE STREET BANK AND TRUST COMPANY BY:________________________________ Vice President DATE:__________ -10- EXHIBIT B Date of Relevant Name of Master Custody Remarketing Agreement with Agent Bankers Trust Company - ----------- --------------------- Drexel Burnham Lambert Incorporated July 1, 1987 Tucker Anthony Shearson Lehman Hutton October 1, 1989 Smith Barney, Harris Upham & Co. November 1, 1989 EX-99.9(A)(1) 25 TRANSFER AGENCY AND SERVICE AGREEMENT Exhibit 9(a)(1) TRANSFER AGENCY AND SERVICE AGREEMENT between SCUDDER MUNICIPAL TRUST and SCUDDER SERVICE CORPORATION TRANSFER AGENCY AND SERVICE AGREEMENT AGREEMENT made as of October 2, 1989, by and between SCUDDER MUNICIPAL TRUST, a Massachusetts business trust, having its principal office and place of business at 175 Federal Street, Boston, Massachusetts 02110 (the "Company") and SCUDDER SERVICE CORPORATION, a Massachusetts corporation, having its principal office and place of business at 160 Federal Street, Boston, Massachusetts 02110 (the "Agent"). WHEREAS, the Company desires to appoint the Agent as a transfer agent, dividend disbursing agent and agent in connection with certain other activities and the Agent desires to accept such appointment; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Article 1. Terms of Appointment: Duties of the Agent. 1.01. Subject to the terms and conditions set forth in this Agreement, the Company hereby employs and appoints the Agent to act as, and the Agent agrees to act as, transfer agent for the Company's authorized and issued shares of beneficial interest ("Shares"), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of the Company ("Shareholders") and set out in a currently effective prospectus ("Prospectus") or currently effective statement of additional information ("Statement of Additional Information") of the Company, including without limitation any periodic investment plan or periodic withdrawal program. If the Company offers two or more series of Shares as of the date hereof, the term "Company shall be deemed to apply to each series of Shares, unless the context otherwise requires. 1.02. The Agent agrees that it will perform the following services: (a) In accordance with procedures established from time to time by agreement between the Company and the Agent, the Agent shall: (i) Receive for acceptance orders for the purchase of Shares and promptly deliver payment and appropriate documentation thereof to the duly authorized custodian of the Company (the "Custodian"). (ii) Pursuant to orders for the purchase of Shares, record the purchase of the appropriate number of Shares in the Shareholder's account and, if requested by the Shareholder, and if the Trustees of the Company have authorized the issuance of stock certificates, issue a certificate for the appropriate number of Shares; (iii) Pursuant to instructions provided by Shareholders, reinvest income dividends and capital gain distributions; (iv) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian; (v) Provide an appropriate response to Shareholders with respect to all correspondence and rejected trades; (vi) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vii) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (viii) Prepare and transmit payments for dividends and distributions declared by the Company; (ix) Report abandoned property to the various states as authorized by the Company in accordance with policies and principals agreed upon by the Company and Agent; (x) Maintain records of account for and advise the Company and its Shareholders as to the foregoing; (xi) Record the issuance of Shares of the Company and maintain an accurate control book with respect to Shares pursuant to SEC Rule 17Ad-10(e) under the Securities Exchange Act of 1934. The Agent shall also provide the Company on a regular basis with the total number of Shares which are issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Company; (xii) Respond to all telephone inquiries from shareholders or their authorized representatives regarding the status of Shareholder accounts; (xiii) Respond to correspondence from Shareholders or their authorized representatives regarding the status of Shareholder accounts or information related to Shareholder accounts; and -2- (xiv) Perform all Shareholder account maintenance updates. (b) In addition to and neither in lieu nor in contravention of the services set forth in the above paragraph (a), the Agent shall: (i) perform the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program). The detailed definition, frequency, limitations and associated costs (if any) set out in the attached fee schedule, include but are not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxy statements and proxies, receiving and tabulating proxies, mailing shareholder reports and prospectuses to current Shareholders, and withholding all applicable taxes (including but not limited to all withholding taxes imposed under the U.S. Internal Revenue Code and Treasury regulations promulgated thereunder, and applicable state and local laws to the extent consistent with good industry practice), preparing and filing U.S. Treasury Department Forms 1099, Form 941 when applicable and other appropriate forms required with respect to dividends, distributions and taxes withheld on Shareholder accounts by federal authorities for all registered Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemption of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information, (ii) provide daily and monthly a written report and access to information which will enable the Company to monitor the total number of Shares sold and the aggregate public offering price thereof in each State by the Company, added by sales in each State of the registered Shareholder or dealer branch office, as defined by the Company, and (iii) if directed by the Company, (A) each confirmation of the purchase which establishes a new account will be accompanied by a Prospectus and any amendment or supplement thereto, and (B) a Prospectus, and any amendment or supplement thereto, will be mailed to each Shareholder at the time a confirmation of the first purchase by such Shareholder, subsequent to the effective date of a Prospectus or any amendment or supplement thereto, is mailed to such Shareholders. (c) In addition, the Company shall (i) identify to the Agent in writing those transactions and assets to be treated as exempt from blue sky reporting to the Company for each state and (ii) approve those transactions to be included for each state on the blue sky system prior to activation and thereafter monitor the daily activity for each state. The responsibility of the Agent for the Company's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Company and the reporting of such transactions as provided above. -3- (d) The Agent shall utilize a system to identity all share transactions which involve purchase and redemption orders that are processed at a time other than the time of the computation of net asset value per share next computed after receipt of such orders, and shall compute the net effect upon the Company of such transactions so identified on a daily and cumulative basis. (e) The Agent shall supply to the Company from time to time, as mutually agreed upon, reports summarizing the transactions identified pursuant to paragraph (d) above, and the daily and cumulative net effects of such transactions, and shall advise the Company at the end of each month of the net cumulative effect at such time. The Agent shall promptly advise the Company if at any time the cumulative net effect exceeds a dollar amount equivalent to 1/2 of 1 cent per outstanding Share. (f) The Agent shall make appropriate arrangements with banking institutions in connection with effecting timely redemptions of shares by the Write-a-Check redemption feature described in the Company's Prospectus and Statement of Additional Information. 1.03. The Agent's offices, personnel and computer and other equipment shall be adequate to perform the services contemplated by this Agreement for the Company and for other investment companies advised by Scudder, & Clark, Inc. and its affiliates. The Agent shall notify the Company in the event that it proposes to provide such services for any investment companies or other entities other than those managed by Scudder, Stevens & Clark, Inc. and its affiliates. Article 2. Fees and Expenses 2.01. For the performance by the Agent pursuant to this Agreement, the Company agrees to pay the Agent an annual maintenance fee for each Shareholder account as set out in a fee schedule agreed to by both parties in writing. Such fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Company and the Agent, as approved by a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940) of the Company. 2.02. The addition to the fee paid under Section 2.01 above, the Company agrees to reimburse the Agent for out-of-pocket expenses or advances incurred by the Agent for the items set out in the fee schedule agreed to by both parties in writing. In addition, any other expenses incurred by the Agent at the request or with the consent of the Company will be reimbursed by the Company. 2.03. The Company agrees to pay all fees and reimbursable expenses promptly, the terms, method and procedures for which are detailed on the fee schedule agreed to by both parties in writing. Postage for mailing of dividends, proxy statements, Company reports and other mailings to all Shareholders accounts shall be advanced to -4- the Agent by the Company at least two (2) days prior to the mailing date of such materials. 2.04. The Company may engage accounting firms or other consultants to evaluate the fees paid by the Company and quality of services rendered by the Servicing Company hereunder, and such firms or other consultants shall be provided access by the Servicing Company to such information as may be reasonably required in connection with such engagement. The Servicing Company will give due consideration and regard to the recommendations to the Company in connection with such engagement, but shall not be bound thereby. Article 3. Representations and Warranties of the Agent. The Agent represents and warrants to the Company that: 3.01. It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 3.02. It has the legal power and authority to carry on its business in The Commonwealth of Massachusetts. 3.03. It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement. 3.04. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05. It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. 3.06. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. Article 4. Representations and Warranties of the Company. The Company represents and warrants to the Agent that: 4.01. It is a business trust duly organized and existing and in good standing under the laws of Massachusetts. 4.02. It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement. 4.03. All proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement. 4.04. It is an investment company registered under the Investment Company Act of 1940, as amended. -5- 4.05. A registration statement under the Securities Act of 1933 is currently effective (or will be effective prior to commencement by the Agent of performance of services hereunder) and will remain effective, and appropriate state securities law filings have been made and/or will continue to be made, with respect to all Shares of the Company being offered for sale. Article 5. Indemnification 5.01. To the extent that the Agent acts in good faith and without negligence or willful misconduct, the Agent shall not be responsible for, and the Company shall indemnify and hold the Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: (a) All actions of the Agent or its agents or subcontractors required to be taken and correctly executed pursuant to this Agreement. (b) The Company's lack of good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Company hereunder. (c) The reasonable reliance on or use by the Agent or its agents or subcontractors of information, records and documents or services which are received or relied upon by the Agent or its agents or subcontractors and furnished to it or performed by or on behalf of the Company. (d) The reasonable reliance on, or the carrying out by the Agent or its agents or subcontractors of, any written instructions or requests of the Company. (e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state, unless such violation is the result of the Agent's negligent or willful failure to comply with the provisions of Section 1.02(b) of this Agreement. 5.02. The Agent shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to the Agent's refusal or failure to comply with the terms of this Agreement (whether as a result of the acts or omissions of the Agent or of its agents or subcontractors) or arising out of the lack of good faith, negligence or willful misconduct of the Agent, or its agents or subcontractors, or arising out of the breach of any representation or warranty of the Agent hereunder. -6- 5.03. At any time the Agent may apply to any officer of the Company for instructions, and may consult with outside legal counsel with respect to any matter arising in connection with the services to be performed by the Agent under this Agreement, and the Agent and its agents or subcontractors shall not be liable and shall be indemnified by the Company for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Agent, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Company, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Agent or its agents or subcontractors by machine-readable input, telex, CRT data entry or other similar means authorized by the Company, and shall not be held to have notice of any change of authority of any person, until receipt by the Agent of written notice thereof from the Company. The Agent, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Company, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar. 5.04. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable to the other for any damages resulting from such failure to perform or otherwise from such causes. 5.05. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement, but each shall be liable for general damages resulting from breach of this Agreement. For the purposes of this Agreement, the term "general damages" shall include but not be limited to: (a) All costs of correcting errors made by the Agent or its agents or subcontractors in Company shareholder accounts, including the expense of computer time, computer programming and personnel; (b) Amounts which the Company is liable to pay to a person (or his representative) has purchased or redeemed, or caused to be repurchased, Shares at a price which is higher, in the case of a purchase, or lower, in the case of a redemption or repurchase, than correct net asset value per Share, but only to the extent that the price at which such Shares were purchased, redeemed or repurchased was incorrect as a result of either (i) one or more errors caused by the Agent or its agents or subcontractors in processing shareholder accounts of the company or (ii) the posting by the Agent of the purchase, redemption or repurchase of Shares subsequent to the time such purchase, redemption or repurchase -7- should have been posted pursuant to laws and regulations applicable to open-end investment companies, if the delay is caused by the Agent, its agents or subcontractors; (c) The value of dividends and distributions which were not credited on Shares because of the failure of the Agent or its agents or subcontractors to timely post the purchase of such Shares; (d) The value of dividends and distributions which were incorrectly credited on Shares because of the failure of the Agent or its agents or subcontractors to timely post the redemption or repurchase of such Shares; (e) The value of dividends and distributions, some portion of which was incorrectly credited, or was not credited, on Shares because of the application by the Agent or its agents or subcontractor of an incorrect dividend or distribution factor or otherwise; (f) Penalties and interest which the Company is required to pay because of the failure of the Agent or its agents or subcontractors to comply with the information reporting and withholding (including backup withholding) requirements of the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations thereunder, applicable to Company Shareholder accounts; and (g) Interest in accordance with the laws of The Commonwealth of Massachusetts on any damages from the date of the breach of this Agreement. 5.06. In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim or loss for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion or loss, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate at its expense with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. 5.07. Losses incurred by the Company arising from the Agent effecting a share transaction at a trade (pricing) date prior to the processing date shall be governed by a separate agreement between the Agent and the Company. The obligations of the parties hereto under this Article 5 shall survive the termination of this Agreement. -8- Article 6. Covenants of the Company and the Agent. 6.01. The Company shall promptly furnish to the Agent the following: (a) A certified copy of the resolution of the Board of Trustees of the Company authorizing the appointment of the Agent and the execution and delivery of this Agreement. (b) A copy of the Declaration of Trust and By-Laws of the Company and all amendments thereto. 6.02. The Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Company for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account, of such certificates, forms and devices. 6.03. The Agent shall at all times maintain insurance coverage which is reasonable and customary in light of its duties hereunder and its other obligations and activities. 6.04. The Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Act of 1940, as amended, (the "Act") and the Rules thereunder, the Agent agrees that all such records prepared or maintained by the Agent relating to the services to be performed by the Agent hereunder and those records that the Company and the Agent agree from time to time to be the records of the Company are the property of the Company and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Company on and in accordance with its request. Records surrendered hereunder shall be in machine readable form, except to the extent that the Agent has maintained such a record only in paper form. 6.05. The Agent and the Company agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying our of this Agreement shall remain confidential and shall not be voluntarily disclosed to any other person, except as may be required by law. 6.06. In case of any requests or demands for the inspection of the Shareholders records of the Company, the Agent will endeavor to notify the Company and to secure instructions from an authorized officer of the Company as to such inspection. The Agent reserves the right, however, to exhibit the Shareholders records to any person whenever it is reasonably advised by its counsel that it may be held liable for the failure to exhibit the Shareholders records to such person. -9- 6.07. The Agent agrees to maintain or provide for redundant facilities or a compatible configuration and to maintain or provide for backup of the Company's master and input files and to store such files in a secure off-premises location so that in the event of a power failure or other interruption of whatever cause at the location of such files the Company's records are maintained intact and transactions can be processed at another location. 6.08. The Agent acknowledges that the Company, as a registered investment company under the Act, is subject to the provisions of the Act and the rules and regulations thereunder, and that the offer and sale of the Company's Shares are subject to the provisions of federal and state laws and regulations applicable to the offer and sale of securities. The Company acknowledges that the Agent is not responsible for the Company's compliance with such laws and regulations. If the Company advises the Agent that a procedure of the Agent related to the discharge of its obligations hereunder has or may have the effect of causing the Company to violate any of such laws or regulations, the Agent shall use its best efforts to develop a mutually agreeable alternative procedure which does not have such effect. Article 7. Termination of Agreement. 7.01. This Agreement may be terminated by either party upon one hundred twenty (120) days written notice to the other. 7.02. Should the Company exercise its right to terminate, all reasonable out-of-pocket expenses of the Agent associated with the movement of records and materials required by this Agreement will be borne by the Company. Additionally, the Agent reserves the right to charge for any other reasonable expenses associated with such termination. Article 8. Additional Series. 8.01. In the event that the Company establishes one or more series of Shares with respect to which it desires to have the Agent render services as transfer agent under the terms hereof, it shall so notify the Agent in writing, and unless the Agent objects in writing to providing such services, the term "Company" hereunder, unless the context otherwise requires, shall be deemed to include each such series of Shares. All recordkeeping and reporting shall be done separately for each series. Unless he Company and the Agent agree to an amended fee schedule, the fee schedule attached hereto shall apply to each series separately. Article 9. Assignment. 9.01. Except as provided in Section 9.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. -10- 9.02. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 9.03. The Agent may, with notice to and consent on the part of the Company, which consent shall not be unreasonably withheld, subcontract for the performance of certain services under this Agreement to qualified service providers, which shall be registered as transfer agents under Section 17A of the Securities Exchange Act of 1934 if such registration is required; provided, however, that the Agent shall be as fully responsible to the Company for the acts and omissions of any subcontractor as it is for its own acts and omissions. Article 10. Amendment. 10.01. This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Directors or Trustees of each party. Article 11. Massachusetts Law to Apply. 11.01. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts. Article 12. Form N-SAR. 12.01. The Agent shall maintain such records as shall enable the Company to fulfill the requirements of Form N-SAR or any successor report which must be filed with the Securities and Exchange Commission. Article 13. Merger of Agreement. 13.01. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written. Article 14. Counterparts. 14.01. This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. -11- Article 15. Limitation of Liability of the Trustees and the Shareholders It is understood and expressly stipulated that none of the Trustees, officers, agents, or shareholders of the Company shall be personally liable hereunder. The name of the Company is the designation of the Trustees for the time being under the Company's Declaration of Trust, as the same is now stated or may hereafter be amended, and all persons dealing with the trust must look solely to the property of the trust for the enforcement of any claims against the trust as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the trust. No series of the Company, if any, shall be liable for the obligations of any other series. IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. ATTEST: SCUDDER MUNICIPAL TRUST: /s/ Marilyn Hayes BY: /s/ David S. Lee - ------------------------ ---------------------------- Title: President ATTEST: SCUDDER SERVICE CORPORATION: /s/ Marilyn Hayes BY: /s/ Daniel Pierce - ------------------------ ---------------------------- Title: Vice President -12- EX-99.16 26 YIELD TABLES Exhibit 16 Scudder Municipal Trust YIELD = 2[((a-b)/(cd)+1)^6-1] WHERE: a = dividends and interest earned during the period. b = expenses accrued for the period. c = average daily number of shares outstanding during the period d = maximum offering price per share on the last day of the period. Scudder Managed Municipal Bonds 2[((3,967,075-336,749)/(73,647,190x8.60+1)^6-1]=6.9775% Scudder High Yield tax Free Fund 2[((490,010-47,699)/(6,430,403x11.06+1)^6-1]=7.5800% SCUDDER MANAGED MUNICIPAL BONDS BONDS
DATE N.A.V. REINV PRICE INCOME # SHARES 1+ TOT SERIES ADJ NAV 976 10 10 0 0 1 1 10 1076 10 10 .009425 .0009425 1.0009425 1.0009425 10.00942500 1176 10.12 10.12 .038951 .0038489130 1.003848913 1.004795041 10.16852581 1276 10.37 10.37 .042101 .0040598843 1.004059884 1.008874392 10.46202745 177 10.3 10.3 .043271 .0042010680 1.004201068 1.013112742 10.43506124 277 10.25 10.25 .03914 .0038185366 1.003818537 1.016981350 10.42405884 377 10.24 10.24 .042914 .0041908203 1.004190820 1.021243336 10.45753176 477 10.37 10.35 .040038 .0038684058 1.003868406 1.025193920 10.63126095 577 10.29 10.28 .043917 .0042720817 1.004272082 1.029573632 10.59431267 677 10.4 10.4 .041485 .0039889423 1.003988942 1.033680542 10.75027764 777 10.35 10.34 .041044 .0039694391 1.003969439 1.037783674 10.74106102 877 10.54 10.54 .043693 .0041454459 1.004145446 1.042085750 10.98358380 977 10.57 10.57 .045499 .0043045412 1.004304541 1.046571451 11.06226024 1077 10.42 10.37 .041003 .0039540019 1.003954002 1.050709597 10.94839400 1177 10.45 10.48 .04147 .0039570611 1.003957061 1.054867319 11.02336348 1277 10.37 10.37 .0429 .0041369335 1.004136933 1.059231234 10.98422790 178 10.35 10.36 .039601 .0038224903 1.003822490 1.063280136 11.00494940 278 10.46 10.45 .04044 .0038698565 1.003869856 1.067394877 11.16495041 378 10.32 10.32 .043499 .0042150194 1.004215019 1.071893967 11.06194574 478 10.17 10.15 .038986 .0038409852 1.003840985 1.076011096 10.94303285 578 9.8 9.79 .041152 .0042034729 1.004203473 1.080534080 10.58923398 678 9.67 9.67 .044072 .0045576008 1.004557601 1.085458723 10.49638585 778 9.63 9.62 .040484 .0042083160 1.004208316 1.090026676 10.49695689 878 9.73 9.74 .042604 .0043741273 1.004374127 1.094794591 10.65235137 978 9.85 9.84 .043885 .0044598577 1.004459858 1.099677220 10.83182061 1078 9.63 9.66 .041271 .0042723602 1.004272360 1.104375437 10.63513546 CAP&INC 1178 9.69 9.69 .09702 .0100123839 1.010012384 1.115432868 10.80854449 1278 9.6 9.6 .045795 .0047703125 1.004770313 1.120753831 10.75923678 179 9.75 9.74 .041591 .0042701232 1.004270123 1.125539588 10.97401098 279 9.7 9.71 .043238 .0044529351 1.004452935 1.130551543 10.96634996 379 9.73 9.72 .043051 .0044291152 1.004429115 1.135558886 11.04898796 479 9.7 9.7 .040483 .0041735052 1.004173505 1.140298147 11.06089202 579 9.71 9.71 .042657 .0043930999 1.004393100 1.145307590 11.12093670 679 9.74 9.74 .044332 .0045515400 1.004551540 1.150520504 11.20606971 779 9.74 9.74 .041471 .0042578029 1.004257803 1.155419193 11.25378294 879 9.69 9.69 .047796 .0049325077 1.004932508 1.161118307 11.25123640 979 9.59 9.59 .037789 .0039404588 1.003940459 1.165693646 11.17900207 1079 9.11 9.11 .045554 .0050004391 1.005000439 1.171522626 10.67257112 1179 9.11 9.12 .052482 .0057546053 1.005754605 1.178264276 10.73398756 1279 9.12 9.12 .049819 .0054626096 1.005462610 1.184700674 10.80447015 180 8.95 8.94 .051981 .0058144295 1.005814430 1.191589033 10.66472184 280 8.1 8.09 .05176 .0063980222 1.006398022 1.199212846 9.713624052 380 7.64 7.64 .052107 .0068202880 1.006820288 1.207391823 9.224473527 480 8.6 8.61 .05271 .0061219512 1.006121951 1.214783417 10.44713738 580 8.88 8.84 .055571 .0062863122 1.006286312 1.222419925 10.85508893 680 8.84 8.82 .052385 .0059393424 1.005939342 1.229680295 10.87037381 780 8.47 8.38 .053607 .0063970167 1.006397017 1.237546580 10.48201954 880 8.07 8.07 .056357 .0069835192 1.006983519 1.246189011 10.05674532 980 7.88 7.88 .053048 .0067319797 1.006731980 1.254578330 9.886077239 1080 7.78 7.77 .059640102 .0076756888 1.007675689 1.264208083 9.835538883 1180 7.51 7.46 .054067908 .0072477088 1.007247709 1.273370695 9.563013918 1280 7.42 7.41 .060335718 .0081424721 1.008142472 1.283739080 9.525343974 181 7.33 7.36 .059447795 .0080771461 1.008077146 1.294108028 9.485811846 281 7.31 7.31 .058781841 .0080412915 1.008041292 1.304514328 9.535999738 381 7.36 7.36 .057267461 .0077809050 1.007780905 1.314664630 9.675931678 481 6.9 6.88 .057836794 .0084065108 1.008406511 1.325716373 9.147442971 581 7.1 7.1 .060289955 .0084915430 1.008491543 1.336973750 9.492513626
681 7.07 7.05 .058796479 .0083399261 1.008339926 1.348124012 9.531236767 781 6.76 6.75 .062473147 .0092552810 1.009255281 1.360601279 9.197664646 881 6.09 6.06 .054440165 .0089835256 1.008983526 1.372824275 8.360499837 981 6.17 6.16 .057303102 .0093024516 1.009302452 1.385594907 8.549120575 1081 6.23 6.24 .058548544 .0093827795 1.009382779 1.398595638 8.713250826 1181 6.54 6.5 .054367042 .0083641603 1.008364160 1.410293716 9.223320905 1281 5.97 5.96 .064943573 .0108965727 1.010896573 1.425661084 8.511196673 182 6.15 6.14 .054090501 .0088095279 1.008809528 1.438220485 8.845055985 282 6.3 6.31 .059419625 .0094167393 1.009416739 1.451763833 9.146112146 382 6.29 6.29 .059111078 .0093976277 1.009397628 1.465406969 9.217409833 482 6.67 6.67 .062374634 .0093515193 1.009351519 1.479110750 9.865668704 582 6.7 6.68 .056137461 .0084038115 1.008403812 1.491540918 9.993324152 682 6.4 6.4 .061566820 .0096198156 1.009619816 1.505889267 9.637691308 782 6.74 6.77 .062085830 .0091707282 1.009170728 1.519699368 10.24277374 882 7.23 7.23 .061114723 .0084529354 1.008452935 1.532545289 11.08030244 982 7.56 7.57 .064990413 .0085852593 1.008585259 1.545702587 11.68551156 1082 7.54 7.54 .065151268 .0086407517 1.008640752 1.559058620 11.75530199 1182 7.36 7.37 .061870610 .0083949267 1.008394927 1.572146803 11.57100047 1282 7.69 7.72 .065373724 .0084680990 1.008468099 1.585459897 12.19218661 183 7.73 7.73 .057911883 .0074918348 1.007491835 1.597337901 12.34742197 283 8.11 8.14 .060511826 .0074338853 1.007433885 1.609212328 13.05071198 383 8.07 8.06 .065375208 .0081110680 1.008111068 1.622264758 13.09167660 483 8.31 8.32 .055631318 .0066864565 1.006686456 1.633111961 13.57116039 583 7.85 7.71 .057443269 .0074504888 1.007450489 1.645279443 12.91544363 683 7.86 7.87 .058844492 .0074770638 1.007477064 1.657581303 13.02858904 783 7.8 7.78 .058819800 .0075603856 1.007560386 1.670113256 13.02688340 883 7.69 7.68 .057841023 .0075313832 1.007531383 1.682691519 12.93989778 983 7.87 7.87 .061621164 .0078298811 1.007829881 1.695866794 13.34647167 1083 7.71 7.71 .053769116 .0069739450 1.006973945 1.707693676 13.16631824 1183 7.65 7.65 .056843040 .0074304627 1.007430463 1.720382630 13.16092712 1283 7.67 7.67 .061432970 .0080095137 1.008009514 1.734162058 13.30102299 184 7.85 7.85 .054789792 .0069795913 1.006979591 1.746265801 13.70818653 284 7.69 7.68 .058277927 .0075882717 1.007588272 1.759516940 13.53068527 384 7.61 7.62 .060877724 .0079892026 1.007989203 1.773574077 13.49689873 484 7.56 7.57 .057632407 .0076132638 1.007613264 1.787076765 13.51030034 584 6.95 7.02 .061430183 .0087507383 1.008750738 1.802715006 12.52886929 684 7.13 7.13 .061706660 .0086545105 1.008654511 1.818316622 12.96459751 784 7.47 7.52 .057430360 .0076370160 1.007637016 1.832203135 13.68655742 884 7.56 7.56 .066048801 .0087366139 1.008736614 1.848210386 13.97247052 984 7.45 7.44 .053377605 .0071744093 1.007174409 1.861470204 13.86795302 1084 7.47 7.47 .059472067 .0079614548 1.007961455 1.876290215 14.01588790 1184 7.57 7.58 .062977400 .0083083641 1.008308364 1.891879117 14.32152492 1284 7.69 7.69 .055903834 .0072696793 1.007269679 1.905632472 14.65431371 185 8.11 8.07 .055903834 .0069273648 1.006927365 1.918833483 15.56173955 285 7.83 7.83 .053596527 .0068450226 1.006845023 1.931967941 15.12730898 385 7.82 7.83 .047144300 .0060209834 1.006020983 1.943600288 15.19895425 485 8 8 .049081869 .0061352336 1.006135234 1.955524730 15.64419784 585 8.23 8.25 .052625645 .0063788661 1.006378866 1.967998761 16.19662980 685 8.27 8.27 .044847618 .0054229284 1.005422928 1.978671077 16.36360981 785 8.24 8.23 .047588947 .0057823751 1.005782375 1.990112495 16.39852696 885 8.16 8.16 .049908471 .0061162342 1.006116234 2.002284489 16.33864143 985 8.08 8.05 .043606401 .0054169442 1.005416944 2.013130753 16.26609648 1085 8.29 8.38 .046769086 .0055810365 1.005581037 2.024366109 16.78199504 1185 8.5 8.5 .047816145 .0056254288 1.005625429 2.035754036 17.30390931 1285 8.4 8.43 .048681028 .0057747364 1.005774736 2.047509979 17.19908383
SCUDDER HIGH YIELD TAX FREE FUND SHYTFF
ADJUSTED QUARTERLY ANNUAL AGGREG ANNUALZ DATE NAV REINV DIVIDEND SHARES SERIES NAV MONTHRET RETURN RETURN INCEP INCEP YRS - ------------------------------------------------------------------------------------------------------------------------------------ 187 12.00 1 12 287 11.97 11.97 0.060280202 0.00504 1.00504 12.03028 0.252335 387 11.80 11.63 0.068272521 0.00587 1.01094 11.92904 -0.841516 487 10.87 10.94 0.071771539 0.00656 1.01757 11.06097 -7.277014 587 10.69 10.70 0.072012052 0.00673 1.02442 10.95101 -0.994069 687 10.90 10.94 0.067799929 0.00621 1.03078 11.23553 2.598108 787 11.06 11.06 0.078981234 0.00714 1.03814 11.48187 2.192488 887 10.97 10.94 0.069120406 0.00632 1.04470 11.46039 -0.187071 987 10.47 10.45 0.073939066 0.00708 1.05209 11.01543 -3.882584 1087 10.11 10.11 0.077961718 0.00771 1.06021 10.71870 -2.693775 1187 10.36 10.36 0.069282808 0.00669 1.06730 11.05721 3.158089 1287 10.52 10.52 0.070117525 0.00667 1.07441 11.30281 2.221212 2.608877 -5.80992 -6.32105 0.916667 188 10.77 10.77 0.071666501 0.00665 1.08156 11.64841 3.057666 8.673741 -2.929906 -2.92990 -2.92991 0.999997 288 10.85 10.85 0.070984278 0.00654 1.08864 11.81171 1.401897 6.823649 -1.816834 -1.56908 -1.44927 1.083327 388 10.58 10.58 0.071231140 0.00673 1.09597 11.59532 -1.831971 2.587974 -2.7975464 -3.37230 -2.89762 1.166657 488 10.62 10.62 0.071150556 0.00670 1.10331 11.71714 1.050572 0.590027 5.93234786 -2.35716 -1.89023 1.249987 588 10.62 10.62 0.071411041 0.00672 1.11073 11.79593 0.672420 -0.133600 7.71542365 -1.70059 -1.27819 1.333317 688 10.77 10.77 0.066504935 0.00618 1.11759 12.03641 2.038653 3.803979 7.12806404 0.303388 0.214064 1.416647 788 10.79 10.79 0.066712466 0.00618 1.12450 12.13332 0.805130 3.551849 5.67370027 1.110960 0.739287 1.499977 888 10.80 10.80 0.068402480 0.00633 1.13162 12.22148 0.726622 3.607600 6.64104273 1.845655 1.161766 1.583347 988 10.94 10.94 0.067083856 0.00613 1.13856 12.45582 1.917443 3.484527 13.07609810 3.798487 2.262119 1.666637 1088 11.10 11.10 0.067531205 0.00608 1.14548 12.71488 2.079810 4.793088 18.62331150 5.957298 3.361968 1.749967 1188 10.95 10.95 0.067908826 0.00620 1.15259 12.62084 -0.739560 3.267715 14.14133580 5.173680 2.789688 1.833297 1288 11.06 11.06 0.068694164 0.00621 1.15975 12.82680 1.631910 2.978399 13.48331520 6.890020 3.537568 1.916627
SCUDDER MANAGED MUNICIPAL BONDS $INCEP PRICE (9/76) REINVESTMENT SERIES, ADJUSTED NAV AND PERFORMANCE 10.00000000
REINVESTMENT ADJUSTED MONTHLY QUARTERLY DATE NAV PRICE DIVIDEND SHARES SERIES NAV RETURN RETURN ANNUAL - -------------------------------------------------------------------------------------------------------------------------- 1285 8.40 8.43 0.048681030 0.00577 2.04751 17.19908383 -0.605791 186 8.66 8.66 0.051477820 0.00594 2.05968 17.83683776 3.708069 286 8.80 8.87 0.048571890 0.00551 2.07104 18.22512215 2.176868 386 8.73 8.78 0.045087920 0.00514 2.08167 18.17299656 -0.286010 5.662585 486 8.72 8.71 0.048253420 0.00554 2.09320 18.25274296 0.438818 2.331720 586 8.61 8.60 0.050331250 0.00585 2.10545 18.12796656 -0.683604 -0.533086 686 8.68 8.70 0.047726420 0.00549 2.11700 18.37560321 1.366048 1.114878 786 8.66 8.69 0.050216660 0.00578 2.12924 18.43920503 0.346121 1.021556 886 9.12 9.15 0.054422370 0.00595 2.14190 19.53415300 5.938152 7.757000 986 8.97 8.98 0.051019340 0.00568 2.15407 19.32202436 -1.085937 5.150422 1086 9.18 9.18 0.056652660 0.00617 2.16737 19.89641335 2.972716 7.902772 1186 9.27 9.03 0.048829770 0.00541 2.17909 20.20012097 1.526444 3.409249 CAP 12/1 9.03 9.03 0.240000000 0.02658 2.23700 20.20012097 0.000000 4.544537 1286 8.93 8.93 0.052966060 0.00593 2.25027 20.09490598 -0.520863 4.000003 187 9.13 9.13 0.051331430 0.00562 2.26292 20.66046942 2.814462 3.840170 CAP 2/23 9.10 9.10 0.055000000 0.00604 2.27660 20.71704244 0.273823 2.559002 287 9.12 9.12 0.050316680 0.00552 2.28916 20.87712526 1.048649 3.351486 387 9.04 9.00 0.049629580 0.00551 2.30178 20.80810750 -0.330590 3.549166 487 8.40 8.40 0.051230970 0.00610 2.31582 19.45288966 -6.512932 -5.844881 587 8.25 8.31 0.051353590 0.00618 2.33013 19.22358364 -1.178776 -7.920351 687 8.43 8.44 0.049691850 0.00589 2.34385 19.75865863 2.783430 -5.043461 787 8.49 8.47 0.053309830 0.00629 2.35860 20.02453497 1.345619 2.938614 887 8.48 8.48 0.046989420 0.00554 2.37167 20.11177830 0.435682 4.620339 2.95700200 987 8.07 8.03 0.050577220 0.00630 2.38661 19.25994289 -4.235505 -2.524036 -0.32129900 1087 8.01 8.03 0.053580920 0.00667 2.40253 19.24430455 -0.081196 -3.896372 -3.277519 1187 8.20 8.20 0.049826400 0.00608 2.41713 19.82049586 2.994087 -1.448318 -1.879321 CAP 12/31 8.24 8.27 0.051300000 0.00620 2.43213 20.04073034 1.111145 4.053945 -0.269599 1287 8.24 8.24 0.050394380 0.00612 2.44700 20.16329590 0.611582 4.690320 0.340335 188 8.52 8.52 0.050530560 0.00593 2.46151 20.97210482 4.011293 8.978242 1.508366 288 8.55 8.55 0.050559700 0.00591 2.47607 21.17040370 0.945536 6.810666 1.404784 388 8.35 8.35 0.050938750 0.00610 2.49118 20.80131753 -1.743406 3.164273 -0.032631 488 8.36 8.36 0.051142310 0.00612 2.50642 20.95363377 0.732243 -0.088074 7.714762 588 8.30 8.30 0.049953200 0.00602 2.52150 20.92845232 -0.120177 -1.142876 8.868631 688 8.41 8.41 0.049147918 0.00584 2.53624 21.32974384 1.917445 2.540350 7.951376 788 8.42 8.42 0.049731036 0.00591 2.55122 21.48123584 0.710238 2.517950 7.274580 888 8.39 8.39 0.049735626 0.00593 2.56634 21.53158568 0.234390 2.881882 7.059581 988 8.50 8.50 0.049289016 0.00580 2.58122 21.94037532 1.898558 2.862817 13.917136 1088 8.65 8.65 0.049633977 0.00574 2.59603 22.45567466 2.348635 4.536233 16.687379 CAP 11/30 8.51 8.51 0.018000000 0.00212 2.60152 22.13895879 1188 8.51 8.51 0.050637267 0.00595 2.61700 22.27069279 -0.823764 3.432665 12.361936 1288 8.60 8.60 0.050330327 0.00585 2.63232 22.63793763 1.649005 3.179354 12.273002
DECEMBER ADJUSTED ANNUAL AGG ANNUALZ AGG ANNUALZ DATES PRICES SERIES NAV RETURNS 5 YEAR 5 YEAR 10 YEAR 10 YEAR - -------------------------------------------------------------------------------- 1278 9.60 1.12075 10.75923 1279 9.12 1.18470 10.80447 0.42 1280 7.42 1.28374 9.52534 -11.84 1281 5.97 1.42566 8.51120 -10.65 1282 7.69 1.58546 12.19219 43.25 1283 7.67 1.73416 13.30102 9.09 1284 7.69 1.90563 14.65431 10.17 1285 8.40 2.04751 17.19908 17.37 1286 8.93 2.25027 20.09491 16.84 1287 8.24 2.44700 20.16328 0.34 1288 8.60 2.63232 22.63795 12.27 70.20 11.2 110.40 7.7 $1000 ONE YR FIVE YR 10 YR GROWTH $1,123 $1,702 $2,104 -----END PRIVACY-ENHANCED MESSAGE-----