-----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, P3yBBbY8Y5Q7y6rIm2yAwOWC63m5vcch/fKS9D+CBniIIrFGsJuihGrm1Le8WOIV H6NTaALEPJ7Oi4sRQP2Fog== 0000945621-00-000272.txt : 20000411 0000945621-00-000272.hdr.sgml : 20000411 ACCESSION NUMBER: 0000945621-00-000272 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000329 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: N-14/A SEC ACT: SEC FILE NUMBER: 333-31746 FILM NUMBER: 583404 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 N-14/A 1 PRE-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on March 29, 2000. Securities Act File No. 333-31746 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /___/ Pre-Effective Amendment No. / 1 / Post-Effective Amendment No. /____/ SCUDDER MUNICIPAL TRUST (Exact Name of Registrant as Specified in Charter) Two International Place Boston, Massachusetts 02110-4103 (Address of Principal Executive Offices) (Zip Code) John Millette Scudder Kemper Investments, Inc. Two International Place Boston, MA 02110-4103 (Name and Address of Agent for Service) (617) 295-1000 (Registrant's Area Code and Telephone Number) with copies to: Caroline Pearson, Esq. Sheldon A. Jones, Esq. Scudder Kemper Investments, Inc. Dechert Price & Rhoads Two International Place Ten Post Office Square - South Boston, MA 02110-4103 Boston, MA 02109-4603 Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement is declared effective. Title of Securities Being Registered: Shares of Beneficial Interest ($.01 par value) of Scudder Managed Municipal Bonds, a series of the Registrant No filing fee is required because the Registrant has previously registered an indefinite number of its shares under the Securities Act of 1933, as amended, pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. Part A: Information required in the Proxy Statement/Prospectus is incorporated by reference to Part A of the Registrant's Registration Statement on Form N-14 filed with the Commission on March 6, 2000. Part B: Statement of Additional Information is incorporated by reference to Part B of the Registrant's Registration Statement on Form N-14 filed with the Commission on March 6, 2000. PART C. OTHER INFORMATION Item 15. Indemnification. A policy of insurance covering Scudder Kemper Investments, Inc., its subsidiaries including Scudder Investor Services, Inc., and all of the registered investment companies advised by Scudder Kemper Investments, Inc. insures the Registrant's trustees and officers and others against liability arising by reason of an alleged breach of duty caused by any negligent act, error or accidental omission in the scope of their duties. Article IV, Sections 4.1 - 4.3 of the Registrant's Declaration of Trust provide as follows: Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. No Trustee, officer, employee or agent of the Trust shall be subject to any personal liability whatsoever to any Person, other than to the Trust or its Shareholders, in connection with Trust Property or the affairs of the Trust, save only that arising from bad faith, willful misfeasance, gross negligence or reckless disregard of his duties with respect to such Person; and all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability of the Trust, he shall not, on account thereof, be held to any personal liability. The Trust shall indemnify and hold each Shareholder harmless from and against all claims and liabilities, to which such Shareholder may become subject by reason of his being or having been a Shareholder, and shall reimburse such Shareholder for all legal and other expenses reasonably incurred by him in connection with any such claim or liability. The indemnification and reimbursement required by the preceding sentence shall be made only out of the assets of the one or more Series of which the Shareholder who is entitled to indemnification or reimbursement was a Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section 4.1 shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein. Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee or agent of the Trust shall be liable to the Trust, its Shareholders, or to any Shareholder, Trustee, officer, employee, or agent thereof for any action or failure to act (including without limitation the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of his office. Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and limitations contained in paragraph (b) below: (i) every person who is, or has been, a Trustee or officer of the Trust shall be indemnified by the Trust to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; (ii) the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. (b) No indemnification shall be provided hereunder to a Trustee or officer: (i) against any liability to the Trust, a Series thereof, or the Shareholders by reason of a final adjudication by a court or other body before which a proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (ii) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; (iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)(ii) resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office: (A) by the court or other body approving the settlement or other disposition; or (B) based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (x) vote of a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or (y) written opinion of independent legal counsel. (c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall insure to the benefit of the heirs, executors, administrators and assigns of such a person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust other than Trustees and officers may be entitled by contract or otherwise under law. (d) Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4.3, provided that either: (i) such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust shall be insured against losses arising out of any such advances; or (ii) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification. As used in this Section 4.3, a "Disinterested Trustee" is one who is not (i) an "Interested Person" of the Trust (including anyone who has been exempted from being an "Interested Person" by any rule, regulation or order of the Commission), or (ii) involved in the claim, action, suit or proceeding. Item 16. Exhibits. (1) (a) (1) Amended and Restated Declaration of Trust, dated December 8, 1987, is incorporated by reference to Post-Effective Amendment No. 33 to the Registrant's Registration Statement on Form N-1A, as amended (the "Registration Statement"). (2) Amendment to Amended and Restated Declaration of Trust, dated December 11, 1990, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (3) Instrument, dated October 29, 1986, Establishing and Designating an Additional Series of Shares is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (4) Establishment and Designation of Series dated November 6, 1987, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (2) (b) (1) By-laws of the Registrant, dated September 24, 1976 as amended through December 31, 1979, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (2) Amendment to the By-laws of the Registrant as amended through December 8, 1987, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (3) Amendment to the By-laws of Registrant, dated August 13, 1991, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (4) Amendment to the By-laws of Registrant,dated December 10, 1991, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (3) Inapplicable. (4) Agreement and Plan of Reorganization is incorporated by reference to Exhibit A to Part A of the Registrant's Registration Statement on Form N-14 filed with the Securities and Exchange Commission on March 6, 2000. (5) Inapplicable. (6) (d) (1) Investment Management Agreement between the Registrant (on behalf of Scudder Managed Municipal Bonds) and Scudder Kemper Investments, Inc., dated September 7, 1998, is incorporated by reference to Post-Effective Amendment No. 36 to the Registration Statement. (2) Investment Management Agreement between the Registrant (on behalf of Scudder High Yield Tax Free Fund) and Scudder Kemper Investments, Inc., dated September 7, 1998, is incorporated by reference to Post-Effective Amendment No. 36 to the Registration Statement. (7) Underwriting Agreement between the Registrant and Scudder Investor Services, Inc., dated September 7, 1998, is incorporated by reference to Post-Effective Amendment No. 36 to the Registration Statement. (8) Inapplicable. (9) (g) (1) Custodian Contract between the Registrant and State Street Bank and Trust Company, dated March 17, 1980, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (2) Fee schedule for Exhibit (9)(g)(1) is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (3) Amendment No. 1 to the Custodian Contract between the Registrant and State Street Bank and Trust Company, dated March 17, 1980, incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (4) Amendment to the Custodian Contract between the Registrant and State Street Bank and Trust Company, dated August 9, 1988, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (5) Amendment to the Custodian Contract between the Registrant and State Street Bank and Trust Company, dated December 11, 1990, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (6) 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 incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (7) Subcustodian Agreement between Irving Trust Company and State Street Bank, dated November 30, 1987, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (8) Subcustodian Agreement between State Street Bank and Trust Company and Morgan Guaranty Trust Company of New York, dated November 25, 1985, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (9) Subcustodian Agreement between Chemical Bank and State Street Bank and Trust Company, dated May 31, 1988, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (10) Subcustodian Agreement between and Security Pacific National Bank and Trust Company (New York) and State Street Bank and Trust Company, dated February 18, 1988, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (11) Subcustodian Agreement between Bankers Trust Company and State Street Bank and Trust Company, dated August 15, 1989, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (10) Scudder Municipal Trust Plan with respect to Scudder Managed Municipal Bonds pursuant to Rule 18f-3 under the Investment Company Act of 1940 dated March 14, 2000, filed herewith. (11) Opinion and Consent of Dechert Price & Rhoads is incorporated by reference to Exhibit 11 to the Registrant's Registration Statement on Form N-14 filed with the Securities and Exchange Commission on March 6, 2000. (12) Opinion and Consent of Willkie Farr & Gallagher to be filed by post-effective amendment. (13) (h) (1) Transfer Agency, Service Agreement and Fee Schedule between the Registrant and Scudder Service Agreement, dated October 2, 1989, is incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement. (2) Revised Fee Schedule dated October 1, 1996 for Exhibit (13)(h)(1) is incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement. (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 to the Registration Statement. (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 to the Registration Statement. (14) Consents of PricewaterhouseCoopers LLP are incorporated by reference to Exhibit 14 to the Registrant's Registration Statement on Form N-14 filed with the Securities and Exchange Commission on March 6, 2000. (15) Inapplicable. (16) Powers of Attorney are incorporated by reference to Exhibit 16 to the Registrant's Registration Statement on Form N-14 filed with the Securities and Exchange Commission on March 6, 2000. (17) Revised Form of Proxy filed herein. Item 17. Undertakings. (1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for C-8 350 reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned registrant undertakes to file, by post-effective amendment, an opinion of counsel supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, Scudder Municipal Trust has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and the Commonwealth of Massachusetts on the 29th day of March, 2000. SCUDDER MUNICIPAL TRUST By: /s/ Linda C. Coughlin Title: President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Linda C. Coughlin President & Trustee March 29, 2000 - --------------------- Linda C. Coughlin /s/ Henry P. Becton, Jr.* Trustee March 29, 2000 - ------------------------- Henry P. Becton, Jr. /s/ Dawn-Marie Driscoll* Trustee March 29, 2000 - ------------------------ Dawn-Marie Driscoll /s/ Peter B. Freeman* Trustee March 29, 2000 - --------------------- Peter B. Freeman /s/ George M. Lovejoy, Jr.* Trustee March 29, 2000 - --------------------------- George M. Lovejoy, Jr. /s/ Wesley W. Marple, Jr.* Trustee March 29, 2000 - -------------------------- Wesley W. Marple, Jr. /s/ Kathryn L. Quirk* Trustee, Vice President & March 29, 2000 - --------------------- Assistant Secretary Kathryn L. Quirk /s/ Jean C. Tempel* Trustee March 29, 2000 - ------------------- Jean C. Tempel /s/ John R. Hebble Treasurer (Principal March 29, 2000 - ------------------ Financial and Accounting John R. Hebble Officer) *By: /s/ Sheldon A. Jones March 29, 2000 -------------------- Sheldon A. Jones Attorney-in-fact *Executed pursuant to powers of attorney filed with the Registrant's Registration Statement on Form N-14 as filed with the Commission electronically on March 6, 2000. EX-99 2 EXHIBIT 10 - PLAN PURSUANT TO RULE 18F-3 EXHIBIT 10 SCUDDER MUNICIPAL TRUST (the "Fund") PLAN WITH RESPECT TO SCUDDER MANAGED MUNICIPAL BONDS PURSUANT TO RULE 18f-3 under the INVESTMENT COMPANY ACT OF 1940 The Plan I. Introduction As required by Rule 18f-3 under the Investment Company Act of 1940, as amended ("1940 Act"), this Plan describes the multi-class system for the Fund that will apply to shares of beneficial interest, $0.01 par value per share (the "shares"), of Scudder Managed Municipal Bonds (the "Series"), including the separate class arrangements for shareholder and administrative services and the distribution of shares, the method for allocating expenses, income, gain and loss of the Fund among classes and any related exchange privileges and conversion features applicable to the classes. Upon the effective date of this Plan, the Fund elects to offer multiple classes of shares of the Series, as described herein, pursuant to Rule 18f-3 and this Plan. II. The Multi-Class System The Series may offer two classes of shares, Class S shares and AARP shares. Shares of each class of each Series shall represent an equal pro rata interest in the Series and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class shall have a different designation; (b) each class of shares shall bear any Class Expenses, as defined by Section A.2, below; (c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its shareholder services, administrative services or distribution arrangements; (d) each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; (e) each class may have separate exchange privileges; (f) each class of shares may have separate account size requirements; and (g) each class may have different conversion features. In addition, the following provisions shall apply to the classes authorized hereby. A. Allocation of Income and Expenses 1. General. The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of the Series shall be allocated to each share of the Series, on the basis of its net asset value relative to the net asset value of the Series. Expenses to be so allocated include a portion of the expenses of the Fund that are not attributable to the Series, any class of the Series or any other series of the Fund ("Fund Expenses"), and expenses of the Series not attributable to a particular class of the Series ("Series Expenses"). Fund Expenses include, but are not limited to, Trustees' fees, certain insurance costs and certain legal fees. Series Expenses include, but are not limited to, certain filing fees (i.e. state filing fees imposed on a Fund-wide basis and Securities and Exchange Commission registration fees), custodial fees, advisory fees and other expenses relating to the management of the Series' assets. 2. Class Expenses. Expenses attributable to one or more particular classes, which are allocated on the basis of the amount incurred on behalf of each class ("Class Expenses") may include: (a) transfer agent fees attributable to a specific class, (b) printing and postage expenses related to preparing and distributing material such as shareholder reports, prospectuses and proxy materials to current Fund shareholders; (c) registration fees (other than those set forth in subsection A.l above); (d) the expense of administrative personnel and services as required to support the shareholders of a specific class; (e) litigation or other legal expenses and audit or other accounting expenses relating to a specific class; (f) Trustees' fees incurred as a result of issues relating to a specific class; and (g) shareholder or Trustees' meeting costs that relate to a specific class. All expenses described in this paragraph may be allocated as Class Expenses, but only if the Fund's President and Treasurer have determined, subject to the Board of Trustees' approval or ratification, which of such categories of expenses will be treated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended ("Code"). In the event that a particular expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Fund Expense or Series Expense, and in the event a Fund Expense or Series Expense becomes allocable at a different level, including as a Class Expense, it shall be so allocated, subject to compliance with Rule 18f-3 and to approval or ratification by the Board of Trustees. The initial determination of expenses that will be allocated as Class Expenses and any subsequent changes thereto shall be reviewed by the Board of Trustees and approved by such Board and by a majority of the Trustees who are not "interested persons" of the Fund or Series, as defined in the 1940 Act (the "Independent Trustees"). Such expense allocation shall be set forth in a schedule, as amended from time to time, by the Board of Trustees, including a majority of the Independent Trustees, and shall form a part of this plan. 3. Waivers or Reimbursements of Expenses Expenses may be waived or reimbursed by the Fund's investment adviser, its principal underwriter, or any other provider of services to the Series or the Fund without the prior approval of the Board of Trustees to the extent such waiver or reimbursement does not jeopardize the Fund's status as a "regulated investment company" under the Code. B. Exchange Privileges Shareholders of the Series may exchange shares of their class for shares of a similar class of another fund in the Scudder family, at the relative net asset values of the respective shares to be exchanged and with no sales charge, subject to applicable law, and to the applicable requirements, if any, as to minimum amount. C. Conversion Privileges Upon the direction of a holder of Class S shares or Class AARP shares of the Series, such shares will be converted to AARP shares or Class S shares of the Series, respectively, at the relative net asset values of the two classes. Any conversion of shares of one Class to shares of another Class is subject to the continuing availability of a ruling of the Internal Revenue Service or an opinion of counsel to the effect that the conversion of shares should constitute a taxable event under federal income tax law. Any such conversion may be suspended if such a ruling or opinion is no longer available. D. Board Review 1. Initial Approval The Board of Trustees, including a majority of the Independent Trustees, at a meeting held March 14, 2000, approved the Plan based on a determination that the Plan, including the expense allocation, is in the best interests of each class individually and of the Series and the Fund. Their determination was based on their review of information furnished to them which they deemed reasonably necessary and sufficient to evaluate the Plan. 2. Approval of Amendments The Plan may not be amended materially unless the Board of Trustees, including a majority of the Independent Trustees, has found that the proposed amendment, including any proposed related expense allocation, is in the best interests of each class individually and of the Series and the Fund. Such finding shall be based on information requested by, and furnished to, the Board that the Board deems reasonably necessary to evaluate the proposed amendment. 3. Periodic Review The Board shall review reports of expense allocations and such other information as they request at such times, or pursuant to such schedule, as they may determine is consistent with applicable legal requirements. E. Contracts Any Agreement related to the multi-class system shall require the parties thereto to furnish to the Board of Trustees, upon their request, such information as is reasonably necessary to permit the Trustees to evaluate the plan or any proposed amendment. F. Effective Date The Plan, having been reviewed and approved by the Board of Trustees and by a majority of the Independent Trustees as indicated in subsection C.l of Section II of the Plan, shall take effect as of the implementation of the multi-class system, except that allocation of Class Expenses shall not occur until the effective date of the Fund's post-effective amendment to its registration statement containing disclosure concerning the multi-class system. G. Amendments The Plan may not be amended to modify materially its terms unless such amendment has been approved in the manner specified in subsection C.2 of Section II of the Plan. Schedule to Multi-Distribution System Plan Allocation of Class Expenses AARP Shares 1. Transfer agent fees attributable to AARP Shares; 2. Printing and postage expenses related to preparing and distributing material such as shareholder reports, prospectuses and proxy materials to current holders of AARP Shares; 3. Registration fees (other than State registration fees imposed on a Fund-wide basis and Securities and Exchange Commission registration Fees) for AARP Shares; 4. Litigation or other legal expenses relating solely to AARP Shares; 5. Trustees' fees incurred as a result of issues relating solely to AARP Shares; 6. The expense of holding meetings solely for holders of AARP Shares; and 7. Any expenses incurred as a result of being an Underlying Fund of Scudder Pathway Series under the Special Servicing Agreement dated November 15, 1996. Class S Shares 1. Transfer agent fees attributable to Class S Shares; 2. Printing and postage expenses related to preparing and distributing material such as shareholder reports, prospectuses and proxy materials to current holders of Class S Shares; 3. Registration fees (other than State registration fees imposed on a Fund-wide basis and Securities and Exchange Commission registration Fees) for Class S Shares; 4. Litigation or other legal expenses relating solely to Class S Shares; 5. Trustees' fees incurred as a result of issues relating solely to Class S Shares; 6. The expense of holding meetings solely for holders of Class S Shares; and 7. Any expenses incurred as a result of being an Underlying Fund of Scudder Pathway Series under the Special Servicing Agreement dated November 15, 1996. EX-99.1 3 EXHIBIT 17 - REVISED FORM OF PROXY EXHIBIT 17 FORM OF PROXY YOUR VOTE IS IMPORTANT! VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET CALL TOLL FREE 1-888-221-0697 OR LOG ON TO WWW.PROXYWEB.COM/XXXXX *** CONTROL NUMBER: xxx xxx xxx xxx xx *** Please fold and detach card at perforation before mailing. SCUDDER OHIO TAX FREE FUND PROXY SPECIAL MEETING OF SHAREHOLDERS - JULY 13, 2000 The undersigned hereby appoints John Millette, Kathryn L. Quirk and John R. Hebble, and each of them, the proxies of the undersigned, with the power of substitution to each of them, to vote all shares of the above-referenced fund (the "Fund") which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at the offices of Scudder Kemper Investments, Inc., Two International Place, Boston, MA 02110, on July 13, 2000, at 3:00 p.m., Eastern time, and at any adjournments thereof. PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED. Dated ____________________________,2000 Please sign exactly as your name or names appear. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such. [Name] [Address] ________________________________________ Signature(s) of Shareholder(s) YOUR VOTE IS IMPORTANT! VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET CALL TOLL FREE 1-888-221-0697 OR LOG ON TO WWW.PROXYWEB.COM/xxxxx Please fold and detach card at perforation before mailing. All properly executed proxies will be voted as directed. If no instructions are indicated on a properly executed proxy, the proxy will be voted FOR approval of the proposals. THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSALS. Please vote by filling in the boxes below. FOR all WITHHOLD nominees authority to listed vote for all (except as nominees listed noted in space provided) PROPOSAL 1 To elect Trustees to hold office until their respective successors have been duly elected and qualified or until ______ ______ their earlier resignation or removal. NOMINEES: (01) Henry P. Becton, Jr. (02) Linda C. Coughlin (03) Dawn-Marie Driscoll (04) Edgar R. Fiedler (05) Keith R. Fox (06) Joan Edelman Spero (07) Jean Gleason Stromberg (08) Jean C. Tempel (09) Steven Zaleznick INSTRUCTION: To withhold authority to vote for any individual nominee, write the name(s) on the line immediately below. - ---------------------------------------- PROPOSAL 2 FOR AGAINST ABSTAIN To approve an Agreement and Plan of Reorganization for the Fund whereby all or substantially all of the assets and liabilities of the Fund would be ___ ___ ___ acquired by Scudder Managed Municipal Bonds in exchange for shares of the Class S Shares class of Scudder Managed Municipal Bonds. PROPOSAL 3 To ratify the selection of PricewaterhouseCoopers LLP as the Fund's independent accountants for the current fiscal year. The proxies are authorized ___ ___ ___ to vote in their discretion on any other business which may properly come before the meeting and any adjournments thereof. PLEASE SIGN ON REVERSE SIDE -----END PRIVACY-ENHANCED MESSAGE-----