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Exhibit(a)(2)
AMENDED AND RESTATED CERTIFICATE OF TRUST
OF
SCUDDER WEISEL CAPITAL ENTREPRENEURS FUND
This Certificate of Trust ("Certificate") is amended and restated to
reflect a change in the name of the Trust from Scudder Weisel Digital Innovators
Fund to Scudder Weisel Capital Entrepreneurs Fund (the "Trust"). The
Certificate is filed in accordance with the provisions of the Delaware Business
Trust Act (12 Del. Code Ann. tit. 12 Section 3801 et seq.) and sets forth the
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following:
1. The name of the Trust is: Scudder Weisel Capital Entrepreneurs Fund,
formerly Scudder Weisel Digital Innovators Fund.
2. The Trust was originally organized on October 5, 2000.
3. The business address of the registered office of the Trust and of the
registered agent of the Trust is:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
4. This Certificate shall be effective upon filing.
5. The Trust is a Delaware business trust registered under the Investment
Company Act of 1940, as amended, as a closed-end management investment
company.
6. Notice is hereby given that the Trust shall consist of one or more
series. The debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular
series of the Trust shall be enforceable against the assets of such
series only and not against the assets of the Trust generally or any
other series.
IN WITNESS WHEREOF, the undersigned, being a Trustee of the Trust, has
executed this Certificate as of the 20th day of November, 2000.
/s/ Peter H. Mattoon
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Peter H. Mattoon, as
President and Trustee, and not individually
88 Kearny Street, Suite 2100
San Francisco, CA 94108
