SCUDDER MUNICIPAL TRUST
485B24E, 1995-04-17
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    Filed with the Securities and Exchange Commission on April 17, 1995.

                                                              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. 29     

                                      and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.20     


                            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

         -------  immediately upon filing pursuant to paragraph (b)

            X     on May 1, 1995 pursuant to paragraph (b)

         -------  60 days after filing pursuant to paragraph (a)(i)

         -------  on February 1, 1995 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

The  Registrant  has filed a declaration  registering  an  indefinite  amount of
securities  pursuant to Rule 24f-2 under the Investment  Company Act of 1940, as
amended.  The Registrant  filed the notice required by Rule 24f-2 for its fiscal
year ended December 31, 1994 on February 23, 1995.


<PAGE>


<TABLE>
                                                        SCUDDER MUNICIPAL TRUST

                                    Calculation of Registration Fee under the Securities Act of 1933


<CAPTION>
                                                                                
     Title of Securities                              Proposed Maximum       Proposed Maximum
           Being                  Amount            Offering Price Per      Aggregate Offering          Amount of
         Registered           Being Registered           Share (1)             Price (1,2)          Registration Fee (2)
     ------------------      ------------------     ------------------     -------------------     ---------------------  
       
                
<C>                          <C>                   <C>                     <C>                      <C>    
Shares of 
    Beneficial Interest,
    $.01 Par Value
Scudder Managed
  Municipal Bonds                15,115,400              $ 8.48                $290,041                $100.01

Scudder High Yield
  Tax Free Fund                   2,350,100              $11.58                $291,121                $100.38
                                                                                                       =======
                                                                                                       $200.39

</TABLE>

This Post-Effective Amendment No. 29 seeks to register 15,115,400 and 2,350,100
additional shares of Scudder Managed Municipal Bonds and Scudder High Yield Tax
Free Fund, respectively, under the Securities Act of 1933.

(1)       Computed under Rule 457(d) on the basis of the net asset value per
          share of registrant's shares of beneficial interest at the close of
          business on March 30, 1995. The above calculation shall not be deemed
          a representation as to the actual offering price.
<TABLE>
<CAPTION>
(2)       Calculated pursuant to Rule 24e-2 under the Investment Company Act of
          1940.
  
          <C>      <C>                                                               <C>                 <C> 
                                                                                     Scudder                         
                                                                                     Managed           Scudder High
                                                                                    Municipal           Yield Tax
                                                                                      Bonds             Free Fund

          (a)      Total number of shares redeemed during previous fiscal year    30,906,710            13,206,241
                                                                                                       

          (b)      Total number of shares included in (a) previously used under   
                   Rule 24e-2 this fiscal year                                         -0-                 -0-
                                                                                                         

          (c)      Total number of shares included in (a) previously used under   
                   Rule 24f-2(c) this fiscal year                                 15,825,513            10,881,281
                                                                                                       

          (d)      Total number of shares included in (a) being used to reduce 
                   maximum aggregate offering price in this Post-Effective 
                   Amendment                                                      15,081,197             2,324,960

</TABLE>

While no fee is required for the 15,081,197 and 2,324,960 shares, the Registrant
has elected to register for $200.39 an  additional  34,203 and 25,140  shares of
Scudder  Managed   Municipal  Bonds  and  Scudder  High  Yield  Tax  Free  Fund,
respectively.

<PAGE>

                        SCUDDER MANAGED MUNICIPAL BONDS
                                      AND
                        SCUDDER HIGH YIELD TAX FREE FUND
                             CROSS-REFERENCE SHEET

                          Items Required By Form N-1A

PART A
<TABLE>
<CAPTION>

     Item No.        Item Caption                       Prospectus Caption
     --------        ------------                       ------------------
       <S>           <C>                                <C>
        1.           Cover Page                         COVER PAGE

        2.           Synopsis                           EXPENSE INFORMATION

        3.           Condensed Financial Information    FINANCIAL HIGHLIGHTS

        4.           General Description of             SCUDDER MANAGED 
                     Registrant                          MUNICIPAL BONDS--
                                                         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

       5A.           Management's Discussion of Fund    NOT APPLICABLE
                     Performance

        6.           Capital Stock and Other            DISTRIBUTION AND 
                     Securities                          PERFORMANCE INFORMATION
                                                         --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 Being       PURCHASES
                     Offered                            TRANSACTION INFORMATION
                                                         --Purchasing shares
                                                        INVESTMENT PRODUCTS AND
                                                         SERVICES
                                                        FUND ORGANIZATION--
                                                         Underwriter

        8.           Redemption or Repurchase           EXCHANGES AND 
                                                         REDEMPTIONS
                                                        TRANSACTION INFORMATION
                                                         --Redeeming shares

        9.           Pending Legal Proceedings          NOT APPLICABLE


<PAGE>


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 History    ORGANIZATION OF THE FUNDS

       13.          Investment Objectives and          THE FUNDS AND THEIR
                    Policies                            OBJECTIVES

       14.          Management of the Fund             TRUSTEES AND OFFICERS
                                                       REMUNERATION

       15.          Control Persons and Principal      TRUSTEES AND OFFICERS
                    Holders of Securities

       16.          Investment Advisory and Other      INVESTMENT ADVISER
                    Services                           DISTRIBUTOR
                                                       ADDITIONAL INFORMATION--
                                                        Experts, Other 
                                                        Information

       17.          Brokerage Allocation and Other     PORTFOLIO TRANSACTIONS--
                    Practices                           Brokerage

       18.          Capital Stock and Other            ORGANIZATION OF THE FUNDS
                    Securities

       19.          Purchase, Redemption and           PURCHASES
                    Pricing of Securities Being        EXCHANGES AND REDEMPTIONS
                    Offered                            FEATURES AND SERVICES 
                                                        OFFERED BY THE FUNDS--
                                                        Distribution Plans
                                                       SPECIAL PLAN ACCOUNTS
                                                       NET ASSET VALUE

       20.          Tax Status                         DIVIDENDS
                                                       TAXES

       21.          Underwriters                       DISTRIBUTOR

       22.          Calculation of Performance Data    PERFORMANCE INFORMATION

       23.          Financial Statements               FINANCIAL STATEMENTS
</TABLE>

<PAGE>
This combined prospectus sets forth concisely the information a prospective
investor should know before investing in the following funds: Scudder Tax Free
Money Fund; Scudder Limited Term Tax Free Fund and Scudder Medium Term Tax Free
Fund, each a series of Scudder Tax Free Trust; Scudder Managed Municipal Bonds
and Scudder High Yield Tax Free Fund, each a series of Scudder Municipal Trust.
All three Trusts are    diversified     open-end management investment
companies. Please retain this prospectus for future reference.

Shares of the Funds are not insured or guaranteed by the U.S. Government.
Scudder Tax Free Money Fund seeks to maintain a constant net asset value of
$1.00 per share but there can be no assurance that the stable net asset value
will be maintained.

If you require more detailed information, the Funds' Statement of Additional
Information        dated    May     1, 1995, as amended from time to time, may
be obtained without charge by writing Scudder Investor Services, Inc., Two
International Place, Boston, MA 02110-4103 or calling 1-800-225-2470. The
Statement       , which    is     incorporated by reference into this
prospectus,    has     been filed with the Securities and Exchange Commission.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS COMBINED PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Contents--see page 10.

Scudder Tax Free
Money Fund

   
- -------------------------------------
May 1, 1995
    


Scudder Limited Term
Tax Free Fund
   
- -------------------------------------
March 1, 1995
    


Scudder Medium Term
Tax Free Fund
Scudder Managed
Municipal Bonds
Scudder High Yield
Tax Free Fund

- -------------------------------------
   May     1, 1995

Prospectus

Five pure no-load(TM) (no sales charges) mutual funds seeking tax-free income
through different investment objectives.

<PAGE>

Expense information

How to compare a Scudder pure no-load(TM) fund

This information is designed to help you understand the various costs and
expenses of investing in Scudder Tax Free Money Fund and Scudder Medium Term Tax
Free Fund. By reviewing this table and those in other mutual funds'
prospectuses, you can compare each Fund's fees and expenses with those of other
funds. With Scudder's pure no-load(TM) funds, you pay no commissions to purchase
or redeem shares, or to exchange from one fund to another. As a result, all of
your investment goes to work for you.

<TABLE>
<CAPTION>

1)  Shareholder transaction expenses: Expenses charged directly to your
    individual account in either Fund for various transactions.

                                                             Scudder Tax Free           Scudder Medium
                                                                Money Fund            Term Tax Free Fund
                                                                ----------            ------------------
    <S>                                                            <C>                       <C>
    Sales commissions to purchase shares (sales load)              NONE                      NONE
    Commissions to reinvest dividends                              NONE                      NONE
    Redemption fees                                                NONE*                     NONE*
    Fees to exchange shares                                        NONE                      NONE


2)  Annual Fund operating expenses (after expense maintenance, if any): Expenses
    paid by either Fund before it distributes its net investment income,
    expressed as a percentage of its average daily net assets for the year ended
    December 31,    1994    .

    Investment management fees                                     0.50%                        0.55    %
    12b-1 fees                                                     NONE                      NONE
    Other expenses                                                    0.27    %                 0.15    %
                                                                      ----                      ----     
    Total Fund operating expenses                                     0.77    %                 0.70    %**
                                                                      ====                      ====       

Example

Based on the levels of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by each Fund before it distributes its
net investment income to shareholders. (As noted above, the Funds have no
redemption fees of any kind.)

    One year                                                       $     8                 $       7    
    Three years                                                         25                        22    
    Five years                                                          43                        39    
    Ten years                                                           95                        87    

See "Fund organization--Investment adviser" for further information about the
investment management fees. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.

*   You may redeem by writing or calling the Funds or by Write-A-Check. If you
    wish to receive redemption proceeds via wire, there is a $5 wire service
    fee. For additional information, please refer to "Transaction
    information--Redeeming shares."

**  If the Adviser had not agreed to maintain the Fund's operating expenses at
       0.25    % of average daily net assets on January 1,    1994    , and
    maintain the Fund's total annualized expenses at    0.50    % from
       January 2, 1994     to    April 30, 1994    ,    and maintain the Fund's
    total annualized expenses at 0.70% from May 1, 1994 to December 31,
    1994,     the total annualized expenses would have been    0.71    % (of
    which 0.56% would have consisted of investment management fees) for the
       fiscal year     ended December 31, 199   4. Actual expenses charged for
    the fiscal year ended December 31, 1994 equaled 0.63% of average daily net
    assets.     Effective May 1, 1994, the Adviser ha   d     agreed to maintain
    the total annualized expenses of the Fund at 0.70% of the average daily net
    assets of the Fund until April 30, 1995. </TABLE>


                                       2
<PAGE>

Expense information

How to compare a Scudder pure no-load(TM) fund

This information is designed to help you understand the various costs and
expenses of investing in Scudder Managed Municipal Bonds and Scudder High Yield
Tax Free Fund. By reviewing this table and those in other mutual funds'
prospectuses, you can compare each Fund's fees and expenses with those of other
funds. With Scudder's pure no-load(TM) funds, you pay no commissions to purchase
or redeem shares, or to exchange from one fund to another. As a result, all of
your investment goes to work for you.

<TABLE>
<CAPTION>

1)  Shareholder transaction expenses: Expenses charged directly to your
    individual account in either Fund for various transactions.

                                                               Scudder Managed        Scudder High Yield
                                                               Municipal Bonds          Tax Free Fund
                                                               ---------------          -------------
    <S>                                                            <C>                       <C>  
    Sales commissions to purchase shares (sales load)              NONE                      NONE
    Commissions to reinvest dividends                              NONE                      NONE
    Redemption fees                                                NONE*                     NONE*
    Fees to exchange shares                                        NONE                      NONE

2)  Annual Fund operating expenses (after expense maintenance, if any): Expenses
    paid by either Fund before it distributes its net investment income,
    expressed as a percentage of its average daily net assets for the year ended
    December 31,    1994    .

    Investment management fees                                        0.51    %                 0.52    %
    12b-1 fees                                                     NONE                      NONE
    Other expenses                                                    0.12    %                 0.28    %
                                                                      ----                      ----     
    Total Fund operating expenses                                     0.63    %                 0.80    %**
                                                                      ====                      ====       

Example

Based on the levels of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by each Fund before it distributes its
net investment income to shareholders. (As noted above, the Funds have no
redemption fees of any kind.)

    One year                                                       $      6                $     8    
    Three years                                                          20                     26    
    Five years                                                           35                     44    
    Ten years                                                            79                     99    

See "Fund organization--Investment adviser" for further information about the
investment management fees. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.

*   You may redeem by writing or calling the Funds. If you wish to receive
    redemption proceeds via wire, there is a $5 wire service fee. For additional
    information, please refer to "Transaction information--Redeeming shares."

**  From the period January 1,    1994     to December 31,    1994     the
    Adviser did not impose a portion of its management fee and maintained the
    annualized expenses of the Fund at 0.80% of average daily net assets. If the
    Adviser had not agreed to maintain the Fund's expenses, the total annualized
    expenses would have been    0.97    % (of which 0.69% would have consisted
    of investment management fees) for the    fiscal year     ended December 31,
       1994    . The Adviser has agreed to maintain the total annualized
    expenses of the Fund at 0.80% of average daily net assets of the Fund until
    April 30, 1995. </TABLE>


                                       3
<PAGE>

Expense information

How to compare a Scudder pure no-load(TM) fund

This information is designed to help you understand the various costs and
expenses of investing in Scudder Limited Term Tax Free Fund (the "Fund"). By
reviewing this table and those in other mutual funds' prospectuses, you can
compare the Fund's fees and expenses with those of other funds. With Scudder's
pure no-load(TM) funds, you pay no commissions to purchase or redeem shares, or
to exchange from one fund to another. As a result, all of your investment goes
to work for you.

<TABLE>
<CAPTION>

1)  Shareholder transaction expenses: Expenses charged directly to your
    individual account in the Fund for various transactions.

                                                                                    Scudder Limited Term
                                                                                       Tax Free Fund
                                                                                       -------------
    <S>                                                                                    <C>
    Sales commissions to purchase shares (sales load)                                      NONE
    Commissions to reinvest dividends                                                      NONE
    Redemption fees                                                                        NONE*
    Fees to exchange shares                                                                NONE

2)  Annual Fund operating expenses (after expense maintenance): Expenses paid by
    the Fund before it distributes its net investment income, expressed as a
    percentage of the Fund's average daily net assets for the fiscal year ended
    October 31, 1994.

    Investment management fee                                                              0.0%**    
    12b-1 fees                                                                             NONE
    Other expenses                                                                         0.25%
                                                                                           ---- 
    Total Fund operating expenses                                                          0.25%**
                                                                                           ====   

Example

Based on the level of Fund operating expenses listed above, the total expenses
relating to a $1,000 investment, assuming a 5% annual return and redemption at
the end of each period, are listed below. Investors do not pay these expenses
directly; they are paid by the Fund before it distributes its net investment
income to shareholders. (As noted above, the Fund has no redemption fees of any
kind.)

     1 Year         3 Years        5 Years        10 Years
     ------         -------        -------        --------
       $3             $8             $14            $32

See "Fund organization--Investment adviser" for further information about the
investment management fee. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.

*   You may redeem by writing or calling the Fund or by Write-A-Check. If you
    wish to receive your redemption proceeds via wire, there is a $5 wire
    service fee. For additional information, please refer to "Transaction
    information--Redeeming shares."

**  If the Adviser had not agreed to maintain the Fund's operating expenses at
    0% of average daily net assets until February 28, 1995, the total annualized
    expenses would have been 1.10% (of which 0.60% would have consisted of
    investment management fees) for the fiscal period ended October 31, 1994.
    The Adviser has agreed to maintain the total annualized expenses of the Fund
    at 0.25% of average daily net assets of the Fund until August 31, 1995.

</TABLE>


                                       4
<PAGE>

Financial highlights

Scudder Tax Free Money Fund

   

The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.

If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated December 31, 1994 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.

<TABLE>
<CAPTION>
                                                       Years Ended December 31,
                            ---------------------------------------------------------------------------------------
                             1994     1993     1992     1991     1990     1989     1988     1987     1986     1985
                            ---------------------------------------------------------------------------------------
<S>                         <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, 
 beginning of 
 period   . . . . . . .     $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000
                            ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
Net investment 
 income   . . . . . . .       .022     .018     .025     .041     .053     .057     .046     .040     .041     .045
Less distributions 
 from net investment 
 income   . . . . . . .      (.022)   (.018)   (.025)   (.041)   (.053)   (.057)   (.046)   (.040)   (.041)   (.045)
                            ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
Net asset value, 
 end of period  . . . .     $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000
                            ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
TOTAL RETURN (%)  . . .       2.26     1.86     2.54     4.20     5.44     5.83     4.73     4.03     4.19     4.62
RATIOS AND
SUPPLEMENTAL DATA

Net assets, end of 
 period ($ millions). .        257      222      267      279      303      279      358      390      383      265
Ratio of operating 
 expenses to 
 average daily net 
 assets (%)   . . . . .        .77      .75      .73      .70      .72      .70      .67      .66      .63      .63
Ratio of net 
 investment income
 to average daily
 net assets (%)   . . .       2.24     1.84     2.53     4.12     5.30     5.67     4.61     4.03     4.01     4.54

</TABLE>
    



                                       5
<PAGE>

Financial highlights

Scudder Medium Term Tax Free Fund

    
The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.

If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated December 31, 1994 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.

<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                             ----------------------------------------------------------------------------------------------------
                               1994      1993      1992      1991      1990      1989      1988      1987      1986      1985
                             ----------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value,
 beginning of period. . . .   $11.36    $10.86    $10.62    $10.11    $10.04    $10.02    $10.07    $10.34    $10.03    $ 9.67
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
Income from investment
 operations:
 Net investment income (a)       .53       .60       .65       .67       .54       .56       .54       .54       .62       .68
 Net realized and
   unrealized gain
   (loss) on investments. .     (.92)      .56       .27       .52       .07       .02      (.05)     (.22)      .41       .36
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
Total from investment
   operations . . . . . . .     (.39)     1.16       .92      1.19       .61       .58       .49       .32      1.03      1.04
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
Less distributions from:
 From net investment
   income . . . . . . . . .     (.53)     (.60)     (.65)     (.67)     (.54)     (.56)     (.54)     (.54)     (.62)     (.68)
 From net realized
   gains on investments . .     (.05)     (.06)     (.03)     (.01)       --        --        --      (.05)     (.10)       --
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
 Total distributions. . . .     (.58)     (.66)     (.68)     (.68)     (.54)     (.56)     (.54)     (.59)     (.72)     (.68)
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
Net asset value,
   end of period. . . . . .   $10.39    $11.36    $10.86    $10.62    $10.11    $10.04    $10.02    $10.07    $10.34    $10.03
                              ======    ======    ======    ======    ======    ======    ======    ======    ======    ======

TOTAL RETURN (%) (B). . . .    (3.50)    10.94      8.93     12.13      6.29      6.00      4.92      3.23     10.54     11.02
RATIOS AND
SUPPLEMENTAL DATA
Net assets, end of
 period ($ millions). . . .      701      1,017      661       268        27        54       99        125       104        59
Ratio of operating expenses
 net, to average daily net
 assets (%) (a) . . . . . .      .63        .14       --        --       .97       .91      .79        .80       .82       .85
Ratio of net investment
 income to average
 net assets (%) . . . . . .     4.94       5.35     6.07      6.44      5.37      5.62     5.05       5.37      6.00      6.76
Portfolio turnover rate (%)     33.8       37.3     22.4      14.0     116.9      15.7     31.2       32.6      44.3     132.2
(a) Portion of expenses
     reimbursed by the
     Adviser. . . . . . . .   $   --    $  .005   $ .014    $ .020    $ .001    $   --    $  --     $   --    $   --    $   --
    Management fee and
     other fees not
     imposed. . . . . . . .   $  .01    $  .063   $ .064    $ .062    $ .002    $   --    $  --     $   --    $   --    $ .001
    Annualized ratio of operating expenses, including expenses reimbursed, management fee and other expenses not imposed, to average
     daily net assets aggregated 0.71%, 0.75%, 0.80%, 0.88% and 1.00% for the years ended December 31, 1994, 1993, 1992, 1991 and 
     1990, respectively.
(b) Total returns may have been higher due to maintenance of the Fund's expenses.
    On November 1, 1990, the Fund adopted its present name and objective. Prior to that date, the Fund was known as the 1990 
    Portfolio of the Scudder Tax Free Target Fund and its objective was to provide high tax-free income and current liquidity. 
    Financial information for each of the six years in the period ended December 31, 1990 should not be considered representative 
    of the present Fund.
</TABLE>
    




                                       6
<PAGE>

Financial highlights

Scudder Managed Municipal Bonds

   
The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.

If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated December 31, 1994 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.

<TABLE>
<CAPTION>
                                                        Years Ended December 31,
                               ----------------------------------------------------------------------------------
                                1994     1993    1992    1991      1990   1989     1988    1987     1986    1985
                               ----------------------------------------------------------------------------------
<S>                            <C>      <C>      <C>    <C>       <C>    <C>      <C>      <C>     <C>     <C>        
Net asset value,
 beginning of period. . . . .  $ 9.09   $ 8.72   $8.80  $ 8.45    $8.54  $ 8.60   $ 8.24   $8.93   $ 8.40  $ 7.69
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Income from investment
 operations:
 Net investment
   income . . . . . . . . . .     .46      .47     .51     .53      .55     .59      .60     .61      .61     .59
 Net realized and
   unrealized gain
   (loss) on
   investment
   transactions . . . . . . .   (1.00)     .66     .25     .47       --     .33      .38    (.58)     .77     .71
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Total from investment
 operations   . . . . . . . .    (.54)    1.13     .76    1.00      .55     .92      .98     .03     1.38    1.30
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Less distributions:
 From net investment
   income . . . . . . . . . .    (.46)    (.47)   (.51)   (.53)    (.55)   (.59)    (.60)   (.61)    (.61)   (.59)
 From net realized
   gains on investment
   transactions . . . . . . .      --     (.29)   (.33)   (.12)    (.09)   (.39)    (.02)   (.11)    (.24)     --
 In excess of net
   realized gains . . . . . .    (.02)      --      --      --       --      --       --      --       --      --
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Total distributions . . . . .    (.48)    (.76)   (.84)   (.65)    (.64)   (.98)    (.62)   (.72)    (.85)   (.59)
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Net asset value,
 end of period  . . . . . . .  $ 8.07   $ 9.09   $8.72  $ 8.80    $8.45  $ 8.54   $ 8.60   $8.24   $ 8.93  $ 8.40
                               ======   ======   =====  ======    =====  ======   ======   =====   ======  ======
TOTAL RETURN (%)  . . . . . .   (6.04)   13.32    8.98   12.23     6.77   11.19    12.27     .34    16.84   17.37
RATIOS AND
SUPPLEMENTAL DATA
Net assets, end of
 period ($ millions). . . . .     709      910     830     796      719     691      635     592      663     574
Ratio of operating
 expenses to average
 daily net assets (%) . . . .     .63      .63     .63     .64      .61     .62      .61     .63      .58     .58
Ratio of net investment
 income to average
 daily net assets (%) . . . .    5.41     5.21    5.76    6.16     6.61    6.78     7.13    7.20     6.88    7.27
Portfolio turnover
 rate (%)   . . . . . . . . .    33.7     52.8    59.6    32.4     72.1    89.8     75.5    73.5     78.0    98.2
</TABLE>
    



                                       7
<PAGE>

Financial highlights

Scudder High Yield Tax Free Fund

   
The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.

If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated December 31, 1994 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.

<TABLE>
<CAPTION>
                                                                                                            For the Period 
                                                                                                           January 22, 1987 
                                                                                                             (commencement 
                                                                  Years Ended December 31,                 of operations) to 
                                                 --------------------------------------------------------     December 31, 
                                                  1994    1993    1992      1991    1990    1989    1988         1987
                                                 --------------------------------------------------------  -----------------
<S>                                              <C>     <C>     <C>      <C>     <C>      <C>     <C>          <C>
Net asset value, beginning of period  . . .      $12.55  $11.90  $11.67   $11.19  $11.35   $11.06  $10.52       $12.00
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Income from investment operations:
 Net investment income (a)  . . . . . . . .         .70     .67     .72      .76     .77      .76     .83          .78
 Net realized and unrealized gain
   (loss) on investments  . . . . . . . . .       (1.73)    .93     .50      .69    (.11)     .35     .54        (1.48)
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Total from investment operations  . . . . .       (1.03)   1.60    1.22     1.45     .66     1.11    1.37         (.70)
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Less distributions:
 From net investment income   . . . . . . .        (.66)   (.67)   (.72)    (.76)   (.77)    (.76)   (.83)        (.78)
 From net realized gains on
   investment transactions  . . . . . . . .          --    (.21)   (.27)    (.21)   (.05)    (.06)     --           --
 In excess of net realized gains
   on investment transactions . . . . . . .          --    (.07)     --       --      --       --      --           --
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Total distributions . . . . . . . . . . . .        (.66)   (.95)   (.99)    (.97)   (.82)    (.82)   (.83)        (.78)
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Net asset value, end of period  . . . . . .      $10.86  $12.55  $11.90   $11.67  $11.19   $11.35  $11.06       $10.52
                                                 ======  ======  ======   ======  ======   ======  ======       ======
TOTAL RETURN (%)  . . . . . . . . . . . . .       (8.38)  13.85   10.88    13.36    6.02    10.32   13.48        (5.81)**

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions)  . .         260     317     204      160     129      114      74           36
Ratio of operating expenses net, to
 average daily net assets (%) (a) . . . . .         .80     .92     .98     1.00    1.00     1.00     .67          .40*
Ratio of net investment income to average
 daily net assets (%)   . . . . . . . . . .        6.01    5.38    6.10     6.65    6.88     6.72    7.65         8.45*
Portfolio turnover rate (%) . . . . . . . .        34.3    56.4    56.6     45.5    33.4     75.8    36.7        131.8*
<FN>
(a) Reflects a per share amount of
    expenses, exclusive of management
    fees, reimbursed by the Adviser of. . .      $   --  $   --  $   --   $   --  $   --   $   --  $ .010       $ .066
   Reflects a per share amount of
    management fee not imposed by
    the Adviser of  . . . . . . . . . . . .      $  .02  $  .01  $   --   $   --  $  .01   $  .01  $  .05       $  .06
   Operating expense ratio, including
    expenses reimbursed, management
    fee and other expenses
    not imposed (%)   . . . . . . . . . . .         .97     .98     .99     1.04    1.09     1.15    1.25         1.80*
 * Annualized
** Not annualized
</TABLE>
    


                                       8
<PAGE>

Financial highlights

Scudder Limited Term Tax Free Fund

The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.

   
If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated October 31, 1994 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.
    

<TABLE>
<CAPTION>

                                                                                            For the Period
                                                                                          February 15, 1994
                                                                                            (commencement
                                                                                            of operations)
                                                                                         to October 31, 1994
                                                                                         -------------------
<S>                                                                                            <C>
Net asset value, beginning of period  . . . . . . . . . . . . . . . . . . . . . . . .          $12.00
                                                                                               ------
Income from investment operations:
 Net investment income (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             .38
 Net realized and unrealized loss on investments  . . . . . . . . . . . . . . . . . .            (.33)
                                                                                               ------
 Total from investment operations   . . . . . . . . . . . . . . . . . . . . . . . . .             .05
                                                                                               ------
 Less distributions from net investment income  . . . . . . . . . . . . . . . . . . .            (.38)
                                                                                               ------
Net asset value, end of period  . . . . . . . . . . . . . . . . . . . . . . . . . . .          $11.67
                                                                                               ======
TOTAL RETURN (%)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             .44**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions)  . . . . . . . . . . . . . . . . . . . . . . .              68
Ratio of operating expenses, net to average daily net assets (%) (a)  . . . . . . . .              --
Ratio of net investment income to average daily net assets (%)  . . . . . . . . . . .            4.84*
Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            36.3*
(a) Reflects a per share amount of expenses, exclusive of management fees,
     reimbursed by the Adviser of . . . . . . . . . . . . . . . . . . . . . . . . . .          $  .04
   Reflects a per share amount of management fee and other fees not imposed by the 
     Adviser of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $  .06
   Operating expense ratio including expenses reimbursed, management fee and
     other expenses not imposed (%) . . . . . . . . . . . . . . . . . . . . . . . . .            1.29*
<FN>
*   Annualized
**  Not annualized
</TABLE>


                                       9
<PAGE>

A message from Scudder's chairman


Scudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of
Funds, was founded in 1919. We offered America's first no-load mutual fund in
1928. Today, we manage in excess of $90 billion for many private accounts and
over 50 mutual fund portfolios. We manage the mutual funds in a special program
for the American Association of Retired Persons, as well as the fund options
available through Scudder Horizon Plan, a tax-advantaged variable annuity. We
also advise The Japan Fund and nine closed-end funds that invest in countries
around the world.

The Scudder Family of Funds is designed to make investing easy and less costly.
It includes money market, tax free, income and growth funds as well as IRAs,
401(k)s, Keoghs and other retirement plans.

Services available to all shareholders include toll-free access to the
professional service representatives of Scudder Investor Relations, easy
exchange among funds, shareholder reports, informative newsletters and the
walk-in convenience of Scudder Funds Centers.

All Scudder mutual funds are pure no-load(TM). This means you pay no commissions
to purchase or redeem your shares or to exchange from one fund to another. There
are no "12b-1" fees either, which many other funds now charge to support their
marketing efforts. All of your investment goes to work for you. We look forward
to welcoming you as a shareholder.

                                   /s/Daniel Pierce


Scudder tax free funds

Five pure no-load(TM) (no sales charges) mutual funds seeking tax-free income
through different investment objectives:

   o  Scudder Tax Free Money Fund

   o  Scudder Limited Term Tax Free Fund

   o  Scudder Medium Term Tax Free Fund

   o  Scudder Managed Municipal Bonds

   o  Scudder High Yield Tax Free Fund


Contents

Investment characteristics                            11
Scudder Tax Free Money Fund                           12
Scudder Limited Term Tax Free Fund                    13
Scudder Medium Term Tax Free Fund                     15
Scudder Managed Municipal Bonds                       16
Scudder High Yield Tax Free Fund                      17
Purchases                                             18
Exchanges and redemptions                             19
Selecting among the Funds                             20
Additional information about policies
   and investments                                    22
Distribution and performance information              25
Fund organization                                     26
Summary of important features                         27
Transaction information                               29
Shareholder benefits                                  32
Trustees and Officers                                 35
Investment products and services                      36
How to contact Scudder                                37


                                       10
<PAGE>

Investment characteristics

Scudder Tax Free Money Fund, Scudder Limited Term Tax Free Fund, Scudder Medium
Term Tax Free Fund, Scudder Managed Municipal Bonds and Scudder High Yield Tax
Free Fund (the "Funds") are tax-free income funds advised by Scudder, Stevens &
Clark, Inc. (the "Adviser"). The five Funds' prospectuses are presented together
so you can understand their important differences and decide which Fund or
combination of Funds is most suitable for your investment needs.

Tax-free income

The five Funds have different investment objectives and characteristics, yet
they all seek to provide income that is, in the opinion of bond counsel, free
from regular federal income tax, by investing in municipal securities. Municipal
securities include notes and bonds issued by states, cities and towns to raise
revenue for various public purposes.

Depending on your tax bracket, your return from these Funds may be substantially
higher than the after-tax return you would earn from comparable taxable
investments. The chart below shows what an investor would have to earn from a
comparable taxable investment to equal the tax-free yield provided by the Funds
for the period ended December 31, 1994.

Maturity of investments

A significant difference among these five Scudder tax-free funds is the average
maturity of their investments.

Scudder Tax Free Money Fund invests primarily in short-term municipal notes and
maintains a dollar-weighted average portfolio maturity of 90 days or less.
Scudder Limited Term Tax Free Fund invests primarily in shorter-term, high-grade
municipal debt securities and maintains a dollar-weighted average effective
maturity of between one and five years. Scudder Medium Term Tax Free Fund
invests primarily in high-grade intermediate-term municipal bonds. Scudder
Managed Municipal Bonds and Scudder High Yield Tax Free Fund each have flexible
investment policies regarding maturity, but both normally invest in long-term
municipal securities (i.e., more than 10 years). The yield and the potential for
price fluctuation are generally greater, the longer the maturity of the
municipal security.

<TABLE>
<CAPTION>
   
                         TAX-FREE YIELDS and CORRESPONDING TAXABLE EQUIVALENTS
                                               Tax-Free Yield                           Taxable
                                           for the 30-day period                  Equivalent Yield**
                                           ---------------------                  ------------------
                                                   ended
                                                   -----
                                                                    28% Tax      31% Tax      36% Tax     39.6% Tax
                                             December 31, 1994      Bracket      Bracket      Bracket      Bracket
                                             -----------------      -------      -------      -------      -------
<S>                                                <C>               <C>          <C>          <C>          <C>  
Scudder Tax Free Money Fund*                       4.22%             5.86%        6.12%        6.59%        6.99%
Scudder Medium Term Tax Free Fund                  5.29%             7.35%        7.67%        8.27%        8.76%
Scudder Managed Municipal Bonds                    5.79%             8.04%        8.39%        9.05%        9.59%
Scudder High Yield Tax Free Fund                   6.52%             9.06%        9.45%        10.19%       10.79%
Scudder Limited Term Tax Free Fund                 5.40%             7.50%        7.83%        8.44%        8.94%

*   The tax-free yield for Scudder Tax Free Money Fund is for the seven-day
    period December 31, 1994.

**  Based on federal income tax rates in effect for the 1994 taxable year.

    The yield levels of tax-free and taxable investments continuously change.
    Before investing in a Scudder tax-free fund, you may want to compare its
    yield to the after-tax yield of an investment paying taxable income. For
    up-to-date yield information on these Scudder tax-free funds, shareholders
    can call SAIL, Scudder Automated Information Line, toll-free, at any time:
    1-800-343-2890.

</TABLE>
    


                                       11
<PAGE>

Investment characteristics (cont'd)

Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund have
historically had the highest yields of the five Funds since these Funds usually
have the longest average maturities. Scudder Tax Free Money Fund, which seeks to
maintain a share price of $1.00 and invests in shorter-term securities, offers
the greatest capital protection of these five Funds.

Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund, Scudder
Managed Municipal Bonds and Scudder High Yield Tax Free Fund are designed to
offer, on average, more income than Scudder Tax Free Money Fund. Scudder Limited
Term Tax Free Fund and Scudder Medium Term Tax Free Fund offer greater
protection from bond market risk (i.e., price volatility, not credit risk) but
lower yield potential than Scudder Managed Municipal Bonds and Scudder High
Yield Tax Free Fund. This protection reduces the risk of capital loss, but does
not eliminate credit risk.

Other factors in addition to maturity affect the yield and price fluctuation of
each Fund, including the absolute level of interest rates, the relationship
among short-, medium- and long-term interest rates, the quality of the Fund's
investments and the Fund's expenses. The share prices of Scudder Limited Term
Tax Free Fund, Scudder Medium Term Tax Free Fund, Scudder Managed Municipal
Bonds and Scudder High Yield Tax Free Fund tend to rise as interest rates
decline and decline as interest rates rise.

Except as otherwise indicated, each Fund's investment objectives and policies
are not fundamental and may be changed without a vote of shareholders.
Shareholders will receive written notice of any changes in a Fund's objective.
If there is a change in investment objective, shareholders should consider
whether that Fund remains an appropriate investment in light of their then
current financial position and needs. There can be no assurance that each Fund's
objectives will be met.


Scudder Tax Free Money Fund

Investment objectives and policies

Scudder Tax Free Money Fund   , a diversified open-end management investment
company,     seeks to provide income exempt from regular federal income tax and
stability of principal through investments in municipal securities. All of the
Fund's investments are high quality, have a remaining maturity of 397 calendar
days or less and have minimal credit risk as determined by the Fund's Adviser.
The dollar-weighted average maturity of the Fund's portfolio is 90 days or less.
The Fund seeks to maintain a constant net asset value of $1.00 per share,
although in extreme circumstances this may not be possible. A small portion of
the income may be subject to regular federal, alternative minimum, state and
local income taxes.

Investments

All of the Fund's municipal securities must meet certain quality criteria at the
time of purchase. Generally, the Fund may purchase only securities which are
rated, or issued by an issuer rated, within the two highest quality ratings
   categories     of two or more of the following rating agencies: Moody's
Investors Service, Inc. ("Moody's") (Aaa and Aa, MIG 1 and MIG 2, and P1),
Standard & Poor's ("S&P") (AAA and AA, SP1+ and SP1, A1+ and A1) and Fitch
Investors Service, Inc. ("Fitch") (AAA and AA, F1 and F2). Where only one rating
agency has rated a security (or its issuer), the Fund generally may purchase
that security as long as the rating falls within the categories described above.
Where a security (or its issuer) is unrated, the Fund may purchase that security
if, in the judgment of the Adviser, it is comparable in quality to securities
described above. All of the securities in which the Fund may invest are
dollar-denominated and must meet credit standards applied by the Adviser


                                       12
<PAGE>

pursuant to procedures established by the Trustees. Should an issue of municipal
securities cease to be rated or if its rating is reduced below the minimum
required for purchase by the Fund, the Adviser will dispose of any such security
unless the Trustees of the Fund determine that such disposal would not be in the
best interests of the Fund.

Municipal securities in which the Fund may invest include municipal notes,
short-term municipal bonds, variable rate demand instruments and tax-exempt
commercial paper. Municipal notes are generally used to provide for short-term
capital needs and generally have maturities of one year or less. Examples
include tax anticipation and revenue anticipation notes, which are generally
issued in anticipation of various seasonal revenues, bond anticipation notes,
and construction loan notes. Short-term municipal bonds may include general
obligation bonds, which are secured by the issuer's pledge of its faith, credit
and taxing power for payment of principal and interest, and revenue bonds, which
are generally paid from the revenues of a particular facility or a specific
excise tax or other source. The Fund does not invest more than 25% of its assets
in private activity bonds or securities which are taxable investments of private
sector companies in the same industry. For federal income tax purposes, the
income earned from municipal securities may be entirely tax-free, taxable or
subject to only the alternative minimum tax ("AMT" bonds). However, the Fund has
no current intention of investing in municipal securities whose interest income
is taxable or AMT bonds. Examples of taxable investments in which the Fund may
invest include obligations of corporate issuers, U.S. Treasury obligations, U.S.
Government obligations, money market instruments and repurchase agreements.

It is a fundamental policy, which may not be changed without a vote of
shareholders, that at least 80% of the Fund's assets will normally be invested
in short-term municipal securities. Under normal market conditions the Fund
expects to invest 100% of its portfolio securities in municipal securities. The
Fund may, on a temporary basis, hold and invest up to 20% of its assets in cash
and cash equivalents and in temporary investments of taxable securities with
remaining maturities of 397 calendar days or less. For temporary defensive
purposes the Fund may invest more than 20% in such investments. In 1993, all of
the Fund's investments were 100% federally tax-exempt. The Fund may also invest
in stand-by commitments and other puts, repurchase agreements, reverse
repurchase agreements, participation interests and when-issued or forward
delivery securities. See "Additional information about policies and investments"
for more information about these investment techniques.


Scudder Limited Term Tax Free Fund

Investment objectives and policies

Scudder Limited Term Tax Free Fund   , a diversified series of Scudder Tax Free
Trust,     seeks to provide as high a level of income exempt from regular
federal income tax as is consistent with a high degree of principal stability.
In pursuing this goal, the Fund maintains a diversified portfolio of
shorter-term, high-grade municipal debt securities with a dollar-weighted
average effective maturity of between one and five years. Within this
limitation, the Fund may not purchase individual securities with effective
maturities greater than 10 years at the time of purchase or issuance, whichever
is later. To the extent the Fund invests in higher-grade securities, it will be
unable to avail itself of opportunities for higher income which may be available


                                       13
<PAGE>

Scudder Limited Term Tax Free Fund (cont'd)

with lower-grade investments. The Fund's price and yield can fluctuate daily in
response to changing bond market conditions.

Investments

The Fund invests in municipal securities that are debt obligations issued by or
on behalf of states, territories and possessions of the United States, the
District of Columbia and their subdivisions, agencies and instrumentalities, the
interest on which is, in the opinion of bond counsel, exempt from regular
federal income tax. These securities include municipal notes, which are
generally used to provide short-term capital needs and have maturities of one
year or less. Municipal notes include tax anticipation notes, revenue
anticipation notes, bond anticipation notes and construction loan notes.

The Fund may also invest in municipal bonds, which meet longer-term capital
needs and generally have maturities of more than one year when issued. Municipal
bonds include general obligation bonds which are secured by the issuer's pledge
of its faith, credit and taxing power for payment of principal and interest,
revenue bonds, industrial development and other private activity bonds.

The Fund purchases securities that it believes are attractive and competitive
values in terms of quality, yield and the relationship of current price to
maturity value. However, recognizing the dynamics of municipal obligation prices
in response to changes in general economic conditions, fiscal and monetary
policies, interest rate levels and market forces such as supply and demand for
various issues, the Adviser, subject to the Trustees' supervision, performs
credit analysis and manages the Fund's portfolio continuously, attempting to
take advantage of opportunities to improve total return, which is a combination
of income and principal performance over the long term.

For federal income tax purposes, the income earned from municipal securities may
be entirely tax-free, taxable or subject to only the alternative minimum tax.
However, the Fund has no current intention of investing in municipal securities
whose interest income is taxable or AMT bonds.

Normally at least 80% of the Fund's net assets are invested in municipal
securities which are rated within the three highest quality ratings of Moody's
(Aaa, Aa and A), S&P or Fitch (AAA, AA and A) or their equivalents, or if
unrated, judged by the Adviser to be of comparable quality, at the time of
purchase. The Fund may invest in a debt security so rated by one rating agency
although the security may be rated lower by one or more of the other agencies.
However, the Fund will not invest in any debt security rated lower than Baa by
Moody's, BBB by S&P or Fitch or of equivalent quality as determined by the
Adviser.

Securities must also meet credit standards applied by the Adviser. Should the
rating of a portfolio security be downgraded after being purchased by the Fund,
the Adviser will determine whether it is in the best interest of the Fund to
retain or dispose of the security.

It is a fundamental policy, which may not be changed without a vote of
shareholders, that at least 80% of the Fund's total assets will normally be
invested in municipal securities and, under normal market conditions, the Fund
expects to invest 100% of its portfolio in municipal securities. However, if
defensive considerations or an unusual disparity between after-tax income on
taxable and municipal securities makes it advisable, up to 20% of the Fund's
assets may be held in cash or invested in short-term taxable investments,
including U.S. Government obligations and money market instruments. The Fund may
temporarily invest more than 20% of its assets in taxable securities during
periods which, in the Adviser's opinion, require a defensive position. A portion


                                       14
<PAGE>

of the Fund's income may be subject to regular federal, state and local income
taxes.

The Fund may also invest in third party puts, and when-issued or forward
delivery securities, and may purchase warrants to purchase debt securities, and
may also utilize various other strategic transactions. See "Additional
information about policies and investments" for more information about these
investment techniques.


Scudder Medium Term Tax Free Fund

Investment objectives and policies

Scudder Medium Term Tax Free Fund   , a diversified series of Scudder Tax Free
Trust,     seeks to provide a high level of income free from regular federal
income taxes and to limit principal fluctuation. The Fund is designed for
investors seeking a higher level of federally tax-free income than normally
provided by tax-free money market or other short-term investments, and more
price stability than investments in long-term municipal bonds.

The Fund will invest primarily in high-grade, intermediate-term municipal bonds.
The dollar-weighted average effective maturity of the Fund's portfolio will
range between five and ten years. Within this limitation, the Fund may not
purchase individual securities with effective maturities greater than fifteen
years. To the extent the Fund invests in high-grade securities, it will be
unable to avail itself of opportunities for higher income which may be available
with lower-grade investments.

Investments

The municipal securities in which the Fund may invest are debt obligations
issued by or on behalf of states, territories and possessions of the United
States, the District of Columbia and their subdivisions, agencies and
instrumentalities, the interest on which is exempt from federal income tax. Such
municipal securities include municipal notes, which are generally used to
provide short-term capital needs and have maturities of one year or less.
Municipal notes include tax anticipation notes, revenue anticipation notes, bond
anticipation notes and construction loan notes.

The Fund may also invest in municipal bonds, which meet longer-term capital
needs and generally have maturities of more than one year when issued. Municipal
bonds include general obligation bonds which are secured by the issuer's pledge
of its faith, credit and taxing power for payment of principal and interest,
revenue bonds, prerefunded bonds, industrial development and other private
activity bonds. The Fund does not invest more than 25% of its assets in
pollution control and industrial revenue bonds or taxable investments of private
sector companies in the same industry. The Fund may also invest in variable rate
demand instruments.

For federal income tax purposes, the income earned from municipal securities may
be entirely tax-free, taxable or subject to only the alternative minimum tax.
However, the Fund has no current intention of investing in municipal securities
whose interest income is taxable or AMT bonds.

Normally at least 80% of the Fund's net assets are invested in municipal bonds
which are rated within the three highest quality ratings of Moody's (Aaa, Aa and
A), S&P or Fitch (AAA, AA and A) or their equivalents, or if unrated, judged by
the Adviser to be of comparable quality, at the time of purchase. The Fund may
invest in a debt security so rated by one rating agency although the security
may be rated lower by one or more of the other agencies. However, the Fund will
not invest in any debt security rated lower than Baa by Moody's, BBB by S&P or
Fitch or of equivalent quality as determined by the Adviser. Securities must
also meet credit standards applied by the Adviser. Should the rating of a
portfolio security be downgraded the Adviser will determine whether it is in the
best interest of the Fund to retain or dispose of the security.


                                       15
<PAGE>

Scudder Medium Term Tax Free Fund (cont'd)

At least 80% of the Fund's total assets will normally be invested in municipal
bonds and under normal market conditions, the Fund expects to invest 100% of its
portfolio securities in municipal securities. However, if defensive
considerations or an unusual disparity between after-tax income on taxable and
municipal securities makes it advisable, up to 20% of the Fund's assets may be
held in cash or invested in short-term taxable investments, including U.S.
Government obligations and money market instruments. The Fund may temporarily
invest more than 20% of its assets in taxable securities during periods which,
in the Adviser's opinion, require a defensive position. A portion of the Fund's
income may be subject to regular federal, state and local income taxes.

The Fund may also invest in stand-by commitments and other puts, repurchase
agreements, reverse repurchase agreements and when-issued or forward delivery
securities, and may purchase warrants to purchase debt securities, and may also
utilize various other strategic transactions. See "Additional information about
policies and investments" for more information about these investment
techniques.


Scudder Managed Municipal Bonds

Investment objectives and policies

Scudder Managed Municipal Bonds   , a diversified series of Scudder Municipal
Trust,     seeks to provide income exempt from regular federal income tax
primarily through investments in high-grade, long-term municipal securities.

The Fund attempts to take advantage of opportunities in the market caused by
such factors as temporary yield disparities among individual issues or classes
of securities in an effort to achieve better capital performance than that of an
unmanaged portfolio of municipal bonds.

A small portion of its income may be subject to regular federal, alternative
minimum, state and local income taxes.

Investments

It is a fundamental policy, which may not be changed without a vote of
shareholders, that at least 80% of the Fund's net assets will normally be
invested in municipal bonds. Under normal market conditions, the Fund expects to
invest 100% of its portfolio in municipal securities. The Fund has the
flexibility to invest in municipal securities with short-, medium- and long-term
maturities. During recent years, its portfolio has been invested primarily in
long-term municipal bonds.

The municipal securities in which the Fund may invest are issued by or on behalf
of states, territories and possessions of the United States and the District of
Columbia and their subdivisions, agencies and instrumentalities. The interest on
these securities is exempt from regular federal income tax. These municipal
securities include municipal notes, which are generally used to provide
short-term capital needs and have maturities of one year or less. Municipal
notes include tax anticipation notes, revenue anticipation notes, bond
anticipation notes and construction loan notes. The Fund may also invest in
municipal bonds, which meet longer-term capital needs and generally have
maturities of more than one year when issued. The Fund does not invest more than
25% of its assets in private activity bonds or securities which are taxable
investments of private sector companies in the same industry.

Municipal bonds include: general obligation bonds, which are secured by the
issuer's pledge of its faith, credit and taxing power for payment of principal
and interest; revenue bonds; prerefunded bonds; industrial development and
pollution control bonds. The Fund may also invest in other municipal securities
such as variable rate demand instruments.


                                       16
<PAGE>

For federal income tax purposes, the income earned from municipal securities may
be entirely tax-free, taxable or subject to only the alternative minimum tax.
However, the Fund has no current intention of investing in municipal securities
whose interest income is taxable or AMT bonds.

Under normal market conditions, 100% of the Fund's investments in municipal
securities will consist of municipal securities rated at the time of purchase
within the four highest ratings by Moody's (Aaa, Aa, A and Baa), S&P or Fitch
(AAA, AA, A and BBB) or their equivalents. Additionally, at least 75% of the
Fund's total assets will be invested in municipal securities rated at the time
of purchase by any of these rating services within the three highest ratings or
their equivalents. Unrated obligations will be purchased only if they are
considered to be of a quality comparable to obligations rated within the four
highest ratings described above and are readily marketable. Securities must also
meet credit standards applied by the Adviser. Should the rating of a portfolio
security be downgraded the Adviser will determine whether it is in the best
interest of the Fund to retain or dispose of the security.

If defensive considerations or an unusual disparity between after-tax income on
taxable and municipal securities makes it advisable, up to 20% of the Fund's
assets may be held in cash or invested in short-term taxable investments,
including U.S. Government obligations and money market instruments. The Fund may
invest more than 20% of its assets in taxable securities to meet temporary
liquidity requirements.

The Fund may also invest in stand-by commitments and other puts, repurchase
agreements and when-issued or forward delivery securities, and may purchase
warrants to purchase debt securities, and may also utilize various other
strategic transactions. See "Additional information about policies and
investments" for more information about these investment techniques.


Scudder High Yield Tax Free Fund

Investment objectives and policies

Scudder High Yield Tax Free Fund   , a diversified series of Scudder Municipal
Trust,     seeks to provide a high level of income, exempt from regular federal
income tax, from an actively managed portfolio consisting primarily of
investment-grade municipal securities.

The Fund will invest at least 65% of its assets at the time of purchase in
municipal bonds rated in the top four categories by Moody's (Aaa, Aa, A or Baa),
S&P or Fitch (AAA, AA, A or BBB), or their equivalents as determined by the
Adviser. The Fund may invest, however, up to 35% of its total assets in bonds
rated below Baa by Moody's or below BBB by S&P or Fitch, or unrated securities
considered to be of equivalent quality. The Fund may not invest in bonds rated
below B by Moody's, S&P or Fitch, or their equivalent. Should the rating of a
portfolio security be downgraded the Adviser will determine whether it is in the
best interest of the Fund to retain or dispose of the security.

High quality bonds, those within the two highest of the quality-rating
categories, characteristically have a strong capacity to pay interest and repay
principal. Medium-grade bonds, those within the next two such categories, are
defined as having adequate capacity to pay interest and repay principal.
Lower-grade bonds (so-called "junk bonds"), those rated below Baa by Moody's or
BBB by S&P or Fitch, involve greater price variability and a higher degree of
speculation with respect to the payment of principal and interest. Although some
have produced higher yields in the past than the investment-grade bonds in which
the Fund primarily invests, lower-grade bonds are considered to be predominantly
speculative and, therefore, carry greater risk.

(Continued on page 20)


                                       17
<PAGE>

Purchases
<TABLE>
<S>                  <C>
Opening              Minimum initial investment: $1,000; IRAs $500
an account           Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
                     plan literature.

Make checks payable  o  By Mail              Send your completed and signed application and check
to "The Scudder
Funds."

                                                 by regular mail to:       or          by express, registered,
                                                                                       or certified mail to:

                                                 The Scudder Funds                     The Scudder Funds
                                                 P.O. Box 2291                         1099 Hingham Street
                                                 Boston, MA                            Rockland, MA
                                                 02107-2291                            02370-1052

                     o  By Wire              Please see Transaction information--Purchasing shares--
                                             By wire following these tables for details, including the ABA wire
                                             transfer number. Then call 1-800-225-5163 for instructions.

                     o  In Person            Visit one of our Funds Centers to complete your application with the help
                                             of a Scudder representative. Funds Center locations are listed under
                                             Shareholder benefits.

- ------------------------------------------------------------------------------------------------------------------------
Purchasing           Minimum additional investment: $100; IRAs $50
additional shares    Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums. See appropriate
                     plan literature.

Make checks payable  o  By Mail              Send a check with a Scudder investment slip, or with a letter of
to "The Scudder                              instruction including your account number and the complete Fund name, to
Funds."                                      the appropriate address listed above.

                     o  By Wire              Please see Transaction information--Purchasing shares--
                                             By wire following these tables for details, including the ABA wire
                                             transfer number.

                     o  In Person            Visit one of our Funds Centers to make an additional investment in your
                                             Scudder fund account. Funds Center locations are listed under Shareholder
                                             benefits.

                     o  By Automatic         You may arrange to make investments on a regular basis through automatic
                        Investment Plan      deductions from your bank checking account. Please call 1-800-225-5163
                        ($50 minimum)        for more information and an enrollment form.




                                       18
<PAGE>

Exchanges and redemptions

Exchanging shares  Minimum investments: $1,000 to establish a new account; $100 to exchange among existing accounts
                   o  By Telephone     To speak with a service representative, call 1-800-225-5163 from
                                       8 a.m. to 8 p.m. eastern time or to access SAIL(TM), Scudder's Automated
                                       Information Line, call 1-800-343-2890 (24 hours a day).
                   o  By Mail          Print or type your instructions and include:
                      or Fax             -   the name of the Fund and the account number you are exchanging from;
                                         -   your name(s) and address as they appear on your account;
                                         -   the dollar amount or number of shares you wish to exchange;
                                         -   the name of the Fund you are exchanging into; and
                                         -   your signature(s) as it appears on your account and a daytime telephone
                                             number.
                                       Send your instructions
                                       by regular mail to:     or by express, registered,     or by fax to:
                                                                  or certified mail to:
                                       The Scudder Funds          The Scudder Funds              1-800-821-6234
                                       P.O. Box 2291              1099 Hingham Street
                                       Boston, MA 02107-2291      Rockland, MA 02370-1052

- ------------------------------------------------------------------------------------------------------------------------
Redeeming shares   o  By Telephone     To speak with a service representative, call 1-800-225-5163 from
                                       8 a.m. to 8 p.m. eastern time or to access SAIL(TM), Scudder's Automated
                                       Information Line, call 1-800-343-2890 (24 hours a day). You may have redemption
                                       proceeds sent to your predesignated bank account, or redemption proceeds of up
                                       to $50,000 sent to your address of record.
                   o  By "Write-       For Scudder Tax Free Money Fund, Scudder Limited Term Tax Free Fund and Scudder
                      A-Check"         Medium Term Tax Free Fund, you may redeem shares by writing checks against your
                                       account balance as often as you like for at least $100, but not more than
                                       $5,000,000.
                   o  By Mail          Send your instructions for redemption to the appropriate address or fax number
                      or Fax           above and include:
                                         -   the name of the Fund and account number you are redeeming from;
                                         -   your name(s) and address as they appear on your account;
                                         -   the dollar amount or number of shares you wish to redeem; and
                                         -   your signature(s) as it appears on your account and a daytime telephone
                                             number.

                                       A signature guarantee is required for redemptions over $50,000. See Transaction
                                       information--Redeeming shares following these tables.
                   o  By Automatic     You may arrange to receive automatic cash payments periodically if the value of
                      Withdrawal Plan  your account is $10,000 or more. Call 1-800-225-5163 for more information and
                                       an enrollment form.
</TABLE>


                                       19
<PAGE>

Scudder High Yield Tax Free Fund (cont'd)
(Continued from page 17)

The Fund expects to invest primarily in medium-grade bonds. During periods
which, in the Adviser's opinion, require defensive investing, the Fund may
temporarily invest up to 100% of its assets in high-quality municipal securities
and high-quality short-term tax-exempt or taxable instruments.

Investments

Under normal market conditions, the Fund expects to invest 100% of its portfolio
assets in municipal securities, the interest income from which is, in the
opinion of bond counsel, free from regular federal income tax. These municipal
securities are debt obligations issued by or on behalf of states, territories
and possessions of the United States and the District of Columbia and their
subdivisions, agencies and instrumentalities. Such municipal securities include
municipal notes, which are generally used to provide short-term capital needs,
and have maturities of one year or less. Municipal notes include tax
anticipation notes, revenue anticipation notes and construction loan notes.

The Fund may also invest in municipal bonds, which meet longer-term capital
needs and generally have maturities of more than one year when issued. Municipal
bonds include general obligation bonds, revenue bonds, prerefunded bonds,
industrial development and pollution control bonds. General obligation bonds and
notes are secured by the issuer's pledge of its full faith, credit and taxing
power for payment of principal and interest. Revenue bonds and notes are
generally paid from the revenues of a particular facility or a specific excise
tax or other revenue source. The Fund may also invest in other municipal
securities such as variable rate demand instruments. The Fund does not invest
more than 25% of its assets in private activity bonds or taxable investments of
private sector companies in the same industry.

Under normal market conditions, the Fund expects to invest principally in
municipal securities with long-term maturities (i.e., more than 10 years). The
Fund has the flexibility, however, to invest in municipal securities with short-
and medium-term maturities as well. The Fund may invest more than 20% of its
total assets in taxable securities to meet temporary liquidity requirements.

The Fund may also invest in stand-by commitments and when-issued or forward
delivery securities and may also utilize various other strategic transactions.
See "Additional information about policies and investments" for more information
about these investment techniques.

The Fund's distributions from interest on certain municipal securities may be
subject to the alternative minimum tax depending upon investors' particular
situations. However, no more than 20% of the Fund's net assets will normally be
invested in municipal securities whose interest income, when distributed to
shareholders, is subject to the individual alternative minimum tax. In addition,
state and local taxes may apply, depending on your state tax laws.


Selecting among the Funds

The five tax-free Funds discussed in this prospectus have been presented in the
order of their place on the risk/return spectrum--from the least-risk Scudder
Tax Free Money Fund to Scudder High Yield Tax Free Fund, which has the highest
risk but also the highest return potential of the five. Investors should choose
the Fund or Funds that best match their own tolerance for risk and requirements
for tax-free income.

Scudder Tax Free Money Fund can be appropriate for investors looking for income
at today's tax-free money market rates while enjoying stability of principal.


                                       20
<PAGE>

For many investors what is most appealing about this Fund is that it seeks to
maintain its share price at a constant net asset value of $1.00 per share. And
since it pays income that is normally 100% free from regular federal income tax,
investors normally retain the value of their initial investment, tax-free
earnings on that investment, plus earnings on those earnings, if dividends are
reinvested.

Scudder Limited Term Tax Free Fund is designed for investors seeking high
tax-free income consistent with a high degree of price stability. While price
and yield can fluctuate, the Fund may be appropriate for investors needing a
secondary cash reserve, monthly income or a long-term savings vehicle.

Investors may choose this Fund as an alternative to a tax-free money market
fund. While a tax-free money fund is managed for total price stability, it
generally offers lower and less stable yields than a short-term municipal bond
fund. Further, the Fund may appeal to investors concerned about market
volatility or the possibility of rising interest rates, who are willing to
accept somewhat lower yields than normally provided by a longer-term bond fund
in exchange for greater price stability.

Scudder Medium Term Tax Free Fund is designed for individual and institutional
investors who are looking for higher after-tax income than comparable taxable
investments can provide. The Fund seeks a higher level of income than tax-free
money market instruments normally offer, and greater price stability than is
generally available from longer-term municipal bonds. Over time, the Fund's
share price will fluctuate with changing market conditions. When interest rates
rise, the value of the securities held by this Fund will generally decline. A
fall in interest rates will usually lead to an increase in the value of those
securities. A fund with a maturity longer than Scudder Medium Term Tax Free Fund
will tend to have a higher yield but will exhibit greater share price
volatility; a fund with a shorter maturity will have a lower yield but offers
more price stability.

Scudder Medium Term Tax Free Fund's emphasis on high-grade securities is also
expected to limit share price volatility. The Fund's professional managers will
attempt to take advantage of market opportunities to achieve a higher total
return than would be available from an unmanaged portfolio of intermediate-term
municipal bonds.

Scudder Managed Municipal Bonds provides income exempt from regular federal
income tax so investors will normally be able to keep 100% of their investment
income. Investors also benefit from ongoing analysis and professional management
by Scudder, Stevens & Clark, Inc. Again, the Fund's professional managers
attempt to take advantage of market opportunities to achieve a higher total
return than unmanaged portfolios of municipal bonds. Typically, the Fund expects
to have a higher yield than the three tax-free funds described above because its
portfolio is usually invested in securities with longer maturities.

With its emphasis on investment-grade bonds, Scudder High Yield Tax Free Fund
offers a sensible approach to high tax-free yields. It is designed for investors
seeking the opportunity for yields higher than those normally offered by a fund
emphasizing investment in only highest-quality bonds, but unwilling to assume
the risk often associated with a fund emphasizing investment primarily in
non-investment-grade bonds. Depending on your tax bracket, you may earn a
substantially higher after-tax return from this Fund than from comparable
investments whose income is subject to federal taxes. For example, if you are a
high income taxpayer with a top federal income tax rate of 39.6% in 1993, you
would need to earn a taxable yield of 9.64% to receive after-tax income equal to
the 5.82% tax-free yield provided by Scudder High Yield Tax Free Fund for the
30-day period ended March 31, 1994.


                                       21
<PAGE>

Selecting among the Funds (cont'd)

The yield levels of tax-free and taxable investments continually change. Before
investing in any of these Funds, you should compare their yields to the
after-tax yields you would receive from comparable investments paying taxable
income.

The Adviser maintains a large fixed-income research staff, has a long tradition
of independent municipal bond credit analysis and has over $9 billion in
municipal bond assets under management. In addition, each Fund offers all the
benefits of the Scudder Family of Funds including free checkwriting for Scudder
Tax Free Money Fund, Scudder Limited Term Tax Free Fund and Scudder Medium Term
Tax Free Fund. Scudder, Stevens & Clark, Inc. manages a diverse family of pure
no-load(TM) funds and provides a wide range of services to help investors meet
their investment needs. Please refer to "Investment products and services" for
additional information.


Additional information about policies and investments

Investment restrictions

Each of the five Funds has adopted certain fundamental policies which may not be
changed without a vote of shareholders and which are designed to reduce the
Funds' investment risk.

Each of the Funds may not borrow money except as a temporary measure for
extraordinary or emergency purposes. Each of the Funds, with the exception of
Scudder Medium Term Tax Free Fund, may not make loans except through the lending
of portfolio securities, the purchase of debt securities or through repurchase
agreements. Scudder Medium Term Tax Free Fund may not make loans except through
the purchase of debt securities or through repurchase agreements.

In addition, each Fund has adopted the following nonfundamental policies: each
Fund may not invest more than 10%        of its net assets in securities which
are not readily marketable,        restricted securities and        repurchase
agreements maturing in more than seven days. Each Fund may not invest more than
5% of its net assets in restricted securities. Scudder Limited Term Tax Free
Fund may not make loans if the market value of securities loaned exceeds 30% of
the value of the Fund's total assets. A complete description of these and other
policies and restrictions is contained under "Investment Restrictions" in the
Funds' Statements of Additional Information.

When-issued securities

Each of the Funds may purchase securities on a when-issued or forward delivery
basis, for payment and delivery at a later date. The price and yield are
generally fixed on the date of commitment to purchase. During the period between
purchase and settlement, no interest accrues to the Fund. At the time of
settlement, the market value of the security may be more or less than the
purchase price.

Repurchase agreements

As a means of earning taxable income for periods as short as overnight, each of
the Funds, with the exception of Scudder Limited Term Tax Free Fund, may enter
into repurchase agreements with selected banks and broker/dealers. Under a
repurchase agreement, the Fund acquires securities, subject to the seller's
agreement to repurchase them at a specified time and price. Income from
repurchase agreements will be taxable when distributed to shareholders. See
"Risk factors."

Municipal lease obligations

Each of the Funds, with the exception of Scudder Tax Free Money Fund, may invest
in municipal lease obligations and participation interests in such obligations.
These obligations, which may take the form of a lease, an installment purchase
contract or a conditional sales contract, are issued by state and local


                                       22
<PAGE>

governments and authorities to acquire land and a wide variety of equipment and
facilities. Generally, the Funds will not hold such obligations directly, but
will purchase a certificate of participation or other participation interest in
a municipal obligation from a bank or other financial intermediary. A
participation interest gives each Fund a proportionate interest in the
underlying obligation.

Stand-by commitments and other puts

To facilitate liquidity, each of the Funds, with the exception of Scudder
Limited Term Tax Free Fund, may enter into "stand-by commitments" permitting
them to resell municipal securities to the original seller at a specified price.
Stand-by commitments generally involve no cost, and any costs would be, in any
event, limited to no more than 0.5% of the value of the assets of each Fund. Any
such costs may, however, reduce yield.

Third party puts

Each of the Funds may purchase long-term fixed-rate bonds that have been coupled
with an option granted by a third party financial institution allowing a Fund at
specified intervals (not exceeding 397 calendar days in the case of Scudder Tax
Free Money Fund) to tender (or "put") its bonds to the institution and receive
the face value thereof. These third party puts are available in several
different forms, may be represented by custodial receipts or trust certificates
and may be combined with other features such as interest rate swaps. See "Risk
factors."

Variable rate demand instruments

Each of the Funds may also invest in variable rate demand instruments. Variable
rate demand instruments are securities with long-stated maturities but demand
features that allow the holder to demand 100% of the principal plus interest
within one to seven days. The coupon varies daily, weekly or monthly with the
market. The price remains at par and this provides a great deal of stability to
the portfolio at market yields.

Strategic Transactions and derivatives

Each of the Funds, with the exception of Scudder Tax Free Money Fund, may, but
is not required to, utilize various other investment strategies as described
below to hedge various market risks (such as interest rates and broad or
specific market movements), to manage the effective maturity or duration of a
Fund's portfolio, or to enhance potential gain. These strategies may be executed
through the use of derivative contracts. Such strategies are generally accepted
as a part of modern portfolio management and are regularly utilized by many
mutual funds and other institutional investors. Techniques and instruments may
change over time as new instruments and strategies are developed or regulatory
changes occur.

In the course of pursuing these investment strategies, a Fund may purchase and
sell exchange-listed and over-the-counter put and call options on securities,
fixed-income indices and other financial instruments, purchase and sell
financial futures contracts and options thereon, and enter into various interest
rate transactions such as swaps, caps, floors or collars (collectively, all the
above are called "Strategic Transactions"). Strategic Transactions may be used
without limit (except to the extent that 80% of each Fund's net assets are
required to be invested in tax-exempt municipal securities, and as limited by
each Fund's other investment restrictions) to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for a Fund's portfolio resulting from securities markets fluctuations, to
protect a Fund's unrealized gains in the value of its portfolio securities, to
facilitate the sale of such securities for investment purposes, to manage the
effective maturity or duration of fixed-income securities in a Fund's portfolio,
or to establish a position in the derivatives markets as a temporary substitute
for purchasing or selling particular securities. Some Strategic Transactions may


                                       23
<PAGE>

Additional information about policies and investments (cont'd)

also be used to enhance potential gain although no more than 5% of a Fund's
assets will be committed to Strategic Transactions entered into for non-hedging
purposes. Any or all of these investment techniques may be used at any time and
in any combination, and there is no particular strategy that dictates the use of
one technique rather than another, as use of any Strategic Transaction is a
function of numerous variables including market conditions. The ability of a
Fund to utilize these Strategic Transactions successfully will depend on the
Adviser's ability to predict pertinent market movements, which cannot be
assured. The Funds will comply with applicable regulatory requirements when
implementing these strategies, techniques and instruments. Strategic
Transactions involving financial futures and options thereon will be purchased,
sold or entered into only for bona fide hedging, risk management or portfolio
management purposes and not for speculative purposes. Please refer to "Risk
factors--Strategic Transactions and derivatives" for more information.

Risk factors

The Funds' risks are determined by the nature of the securities held and the
portfolio management strategies used by the Adviser. The following are
descriptions of certain risks related to the investments and techniques that
certain Funds may use from time to time.

Debt securities. Securities rated Baa by Moody's or BBB by S&P or Fitch are
neither highly protected nor poorly secured. These securities normally pay
higher yields but involve potentially greater price variability than
high-quality securities. These securities are regarded as having adequate
capacity to repay principal and pay interest, although adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to do so. Moody's considers bonds it rates Baa to have speculative
elements as well as investment-grade characteristics.

Securities rated below Baa by Moody's or BBB by S&P or Fitch involve greater
price volatility and higher degrees of speculation with respect to the payment
of principal and interest. These securities involve greater risk of loss or
price changes due to changes in the issuer's capacity to pay. The market prices
of such lower-rated debt securities may decline significantly in periods of
general economic difficulty. In addition, the trading market for those
securities is generally less liquid than for higher-rated securities and a Fund
may have difficulty disposing of these securities at the time it may wish to do
so. The lack of a liquid secondary market for certain securities may also make
it more difficult for a Fund to obtain accurate market quotations for purposes
of valuing its portfolio and calculating its net asset value.

Repurchase agreements. If the seller under a repurchase agreement becomes
insolvent, the Fund's right to dispose of the securities may be restricted   ,
or the value of the securities may decline before the Fund is able to dispose of
them.     In the event of the commencement of bankruptcy or insolvency
proceedings    with respect to     the seller of the securities before
repurchase of the securities under a repurchase agreement, the Fund may
encounter delay and incur costs, including a decline in the value of the
securities, before being able to sell the securities.

Third party puts. In connection with third party puts, the financial institution
granting the option does not provide credit enhancement, and typically if there
is a default on or significant downgrading of the bond or a loss of its
tax-exempt status, the put option will terminate automatically, the risk to the
Fund will be that of holding a long-term bond and, in the case of Scudder Tax
Free Money Fund, the weighted average maturity of the Fund's portfolio would be
adversely affected.


                                       24
<PAGE>

Municipal lease obligations. Municipal lease obligations and participation
interests in such obligations frequently have risks distinct from those
associated with general obligation or revenue bonds. Municipal lease obligations
are not secured by the governmental issuer's credit, and if funds are not
appropriated for lease payments, the lease may terminate, with the possibility
of default on the lease obligation and significant loss to the Funds. Although
"non-appropriation" obligations are secured by the leased property, disposition
of that property in the event of foreclosure might prove difficult, time
consuming and costly. In addition, the tax treatment of such obligations in the
event of non-appropriation is unclear. In evaluating the credit quality of a
municipal lease obligation that is unrated, the Adviser will consider a number
of factors including the likelihood that the governmental issuer will
discontinue appropriating funding for the leased property. For more information
please refer to the Funds' Statements of Additional Information.

Strategic Transactions and derivatives. Strategic Transactions, including
derivative contracts, have risks associated with them including possible default
by the other party to the transaction, illiquidity and, to the extent the
Adviser's view as to certain market movements is incorrect, the risk that the
use of such Strategic Transactions could result in losses greater than if they
had not been used. Use of put and call options may result in losses to a Fund,
force the purchase or sale of portfolio securities at inopportune times or for
prices higher than (in the case of put options) or lower than (in the case of
call options) current market values, limit the amount of appreciation a Fund can
realize on its investments or cause a Fund to hold a security it might otherwise
sell. The use of options and futures transactions entails certain other risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of a Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the use of futures contracts and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. The Strategic Transactions that a Fund may
use and some of their risks are described more fully in each Fund's Statement of
Additional Information.


Distribution and performance information

Dividends and capital gains distributions

The Funds' dividends from net investment income are declared daily and
distributed monthly. The Funds intend to distribute net realized capital gains
after utilization of capital loss carryforwards, if any, in November or December
to avoid incurring federal excise tax.        Any dividends or capital gains
distributions declared in October, November or December with a record date in
such a month and paid the following January will be treated by shareholders for
federal income tax purposes as if received on December 31 of the calendar year
declared.


                                       25
<PAGE>

Distribution and performance information (cont'd)

According to preference, shareholders may receive distributions in cash or have
them reinvested in additional shares of the Fund.

Distributions of tax-exempt income are not subject to federal income taxes,
except for the possible applicability of the alternative minimum tax. However,
distributions may be subject to state and local income taxes. A portion of each
Fund's income, including income from repurchase agreements, gains from options,
and market discount bonds, may be taxable to shareholders as ordinary income.
Long-term capital gains distributions, if any, are taxable as long-term capital
gains regardless of the length of time shareholders have owned shares.
Short-term capital gains and any other taxable income distributions are taxable
as ordinary income. Distributions of tax-exempt income are taken into
consideration in computing the portion, if any, of Social Security and railroad
retirement benefits subject to federal and, in some cases, state taxes.

Each Fund sends detailed tax information about the amount and type of its
distributions to its shareholders by January 31 of the following year.

Performance information

From time to time, quotations of the Funds' performance may be included in
advertisements, sales literature, or shareholder reports. All performance
figures are historical, show the performance of a hypothetical investment and
are not intended to indicate future performance. "Total return" is the change in
value of an investment in a Fund for a specified period. The "average annual
total return" is the average annual compound rate of return of an investment in
a Fund assuming the investment has been held for one year, five years and ten
years as of a stated ending date. (If the Fund has not been in operation for at
least ten years, the life of the Fund will be used where applicable.)
"Cumulative total return" represents the cumulative change in value of an
investment in any of the Funds for various periods. These calculations assume
that all dividends and capital gains distributions during the period were
reinvested in shares of the Funds. The yield of Scudder Limited Term Tax Free
Fund, Scudder Medium Term Tax Free Fund, Scudder Managed Municipal Bonds and
Scudder High Yield Tax Free Fund refers to income generated by an investment in
the Fund over a specified 30-day (one month) period. The yield of Scudder Tax
Free Money Fund refers to the income generated by an investment in the Fund over
a specified seven-day period. Each Fund's tax-equivalent yield is calculated by
determining the rate of return that would have to be achieved on a fully taxable
investment to produce the after-tax equivalent of the Fund's yield, assuming
certain tax brackets for a Fund shareholder. Yields for all five Funds are
expressed as annualized percentages. The effective yield of Scudder Tax Free
Money Fund is expressed similarly but, when annualized, the income earned by an
investment in that Fund is assumed to be reinvested and will reflect the effects
of compounding.

Performance for any of the five Funds will vary based upon, among other things,
changes in market conditions and the level of the Funds' expenses.


Fund organization

Scudder Tax Free Money Fund, Scudder Tax Free Trust and Scudder Municipal Trust
(the "Trusts") are diversified, open-end management investment companies
registered under the Investment Company Act of 1940 (the "1940 Act"). The Trusts
were organized as Massachusetts business trusts in October 1979, December 1982
and September 1976, respectively. Scudder Limited Term Tax Free Fund and Scudder


                                       26
<PAGE>

Summary of important features
<TABLE>
<CAPTION>
                                          Scudder            Scudder             Scudder           Scudder
                       Scudder         Limited Term        Medium Term      Managed Municipal     High Yield
                 Tax Free Money Fund   Tax Free Fund      Tax Free Fund           Bonds          Tax Free Fund
                 -------------------   -------------      -------------           -----          -------------
<S>               <C>                 <C>                 <C>                <C>                 <C>  
Investment        o  money market     o  higher and more  o  higher          o  income exempt    o  high tax-free
objectives and       fund income         stable level of     tax-free           from regular        income
characteristics      exempt from         federally           income than        federal income
                     regular federal     tax-free income     generally          tax
                     income tax          than normally       available from
                                         provided by         tax-free money
                                         tax-free money      market funds
                                         market
                                         investments

                  o  stability of     o  more price       o  more price      o  net asset value  o  potentially
                     principal           stability than      stability than     fluctuates with     greater price
                                         investments in      investments in     level of            variability
                                         intermediate-       long-term          interest rates
                                         and long-term       municipal bonds
                                         municipal bonds

Investments       o  short-term       o  shorter-term,    o  intermediate-      o     primarily  o  primarily
                     municipal           high-grade          term municipal     long-term           long-term
                     securities          municipal           securities         municipal           municipal
                                         securities                             securities          securities

                  o  dollar-weighted  o  dollar-weighted
                     average             average
                     maturity of 90      effective
                     days or less        maturity of
                                         between one and
                                         five years

Quality           o  100% of          o  normally at      o  normally at     o  at least 75% of  o  at least 65% of
                     investments         least 80% of        least 80% of       investments         investments
                     rated within        investments         investments        rated within        rated within top
                     top two quality     rated within        rated within       top three           four quality
                     ratings, or         top three           top three          quality             ratings, or
                     judged to be of     quality             quality            ratings, or         equivalent
                     comparable          ratings, or         ratings, or        equivalent
                     quality             equivalent          equivalent

                                                                             o  100% of
                                                                                municipal
                                                                                securities
                                                                                rated within
                                                                                top four
                                                                                quality
                                                                                ratings, or
                                                                                equivalent

Dividends         Dividends for all five funds are declared daily and paid monthly.
                  Shareholders may choose to reinvest their dividends or receive them in cash.

</TABLE>

                                       27
<PAGE>

Fund organization (cont'd)

Medium Term Tax Free Fund are series of Scudder Tax Free Trust. Scudder High
Yield Tax Free Fund and Scudder Managed Municipal Bonds are series of Scudder
Municipal Trust.

The activities of the Funds are supervised by their respective Boards of
Trustees. Shareholders have one vote for each share held on matters on which
they are entitled to vote. The Trusts are not required and have no current
intention of holding annual shareholder meetings, although special meetings may
be called for purposes such as electing or removing Trustees, changing
fundamental investment policies or approving an investment advisory contract.
Shareholders will be assisted in communicating with other shareholders in
connection with removing a Trustee as if Section 16(c) of the 1940 Act were
applicable.

The prospectuses of each of the five Funds are combined in this prospectus. Each
Fund offers only its own shares, yet it is possible that a Fund might become
liable for a misstatement or omission regarding another Fund. The Trustees of
each Trust have considered this and approved the use of a combined prospectus.

Investment adviser

The Funds retain the investment management firm of Scudder, Stevens & Clark,
Inc., a Delaware corporation, to manage the Funds' daily investment and business
affairs subject to the policies established by their respective Boards of
Trustees. The Trustees have overall responsibility for the management of their
respective funds under Massachusetts law.

The management  fee payable under the current  Investment  Management  Agreement
with Scudder Limited Term Tax Free Fund is 0.60% of the Fund's average daily net
assets on an annual basis.

The management fees for Scudder Tax Free Money Fund, Scudder Medium Term Tax
Free Fund, Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund
are graduated so that increases in a Fund's net assets may result in a lower fee
and decreases in a Fund's net assets may result in a higher fee.

The management fees are payable monthly, provided that each Fund will make such
interim payments as may be requested by the Adviser not to exceed 75% of the
amount of the fee then accrued on the books of the Fund and unpaid.

For Scudder Medium Term Tax Free Fund, Scudder Limited Term Tax Free Fund and
Scudder High Yield Tax Free Fund, the Adviser has agreed not to impose all or a
portion of its investment management fee and to take other action, to the extent
necessary, to maintain the annualized expenses of Scudder Medium Term Tax Free
Fund at 0.70% of average daily net assets of the Fund until April 30, 1995, for
Scudder Limited Term Tax Free Fund at 0.25% of average daily net assets until
August 31, 1995, and for Scudder High Yield Tax Free Fund at 0.80% of average
daily net assets until April 30, 1995.

For the    fiscal     year ended December 31, 1994, the Adviser received
investment management fees of 0.50%, 0.51%,    0.47    % and    0.52    % of the
average daily net assets on an annualized basis of Scudder Tax Free Money Fund,
Scudder Managed Municipal Bonds,    Scudder Medium Term Tax Free Fund     and
Scudder High Yield Tax Free Fund, respectively. For the    fiscal     period
ended October 31, 1994 the Adviser did not receive an investment management fee
from Scudder Limited Term Tax Free Fund.

All of a Fund's expenses are paid out of gross investment income. Shareholders
pay no direct charges or fees for investment or administrative services.

Scudder, Stevens & Clark, Inc. is located at Two International Place, Boston,
Massachusetts.


                                       28
<PAGE>

Transfer agent

Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts 02107-2291, a
wholly-owned subsidiary of the Adviser, is the transfer, shareholder servicing
and dividend-paying agent for the Funds.

Underwriter

Scudder Investor Services, Inc., a wholly-owned subsidiary of the Adviser, is
the Fund's principal underwriter. Scudder Investor Services, Inc. confirms, as
agent, all purchases of shares of the Fund. Scudder Investor Relations is a
telephone information service provided by Scudder Investor Services, Inc.

Custodian

State Street Bank and Trust Company is the custodian for the Funds.


Transaction information

Purchasing shares

Purchases are executed at the next calculated net asset value per share after
the Fund's transfer agent in Boston receives the purchase request in good order.
Purchases are made in full and fractional shares. (See "Share price.")

By check. If you purchase shares with a check that does not clear, your purchase
will be canceled and you will be subject to any losses or fees incurred in the
transaction. Checks must be drawn on or payable through a U.S. bank. If you
purchase shares by check and redeem them within seven business days of purchase,
the Fund may hold redemption proceeds until the purchase check has cleared,
which may take up to seven business days. If you purchase shares by federal
funds wire, you may avoid this delay. Redemption or exchange requests by
telephone, or by "Write-A-Check" in the case of Scudder Tax Free Money Fund,
Scudder Limited Term Tax Free Fund and Scudder Medium Term Tax Free Fund, prior
to the expiration of the seven-day period will not be accepted.

By wire. To open a new account by wire, first call Scudder at 1-800-225-5163 to
obtain an account number. A representative will instruct you to send a
completed, signed application to the transfer agent in Boston. Accounts cannot
be opened without a completed, signed application and a Scudder fund account
number. Contact your bank to arrange a wire transfer to:

        The Scudder Funds
        State Street Bank and Trust Company
        Boston, MA 02101
        ABA Number 011000028
        DDA Account 9903-5552

Your wire instructions must also include:

- --   the name of the fund in which the money is to be invested,

- --   the account number of the fund, and

- --   the name(s) of the account holder(s).

The account will be established once the application and money order are
received in good order.

You may also make additional investments of $100 or more to your existing
account by wire.

By exchange. Your new account will have the same registration and address as
your existing account.

The exchange requirements for corporations, other organizations, trusts,
fiduciaries, agents, institutional investors and retirement plans may be
different from those for regular accounts. Please call 1-800-225-5163 for more
information, including information about the transfer of special account
features.

You can also make exchanges among your Scudder fund accounts on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.

Redeeming shares

The Funds allow you to redeem shares (i.e., sell them back to the Fund) without
redemption fees.

By telephone. This is the quickest and easiest way to sell Fund shares. If you
elected telephone redemption to your bank on your application, you can call to
request that federal funds be sent to your authorized bank account. If you did


                                       29
<PAGE>

Transaction information (cont'd)

not elect telephone redemption to your bank on your application, call
1-800-225-5163 for more information.

Redemption proceeds will be wired to your bank unless otherwise requested. If
your bank cannot receive federal reserve wires, redemption proceeds will be
mailed to your bank. There will be a $5 charge for all wire redemptions.

You can also make redemptions from your Scudder fund account on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.

If you open an account by wire, you cannot redeem shares by telephone until the
Fund's transfer agent has received your completed and signed application.

In the event that you are unable to reach the Fund by telephone, you should
write to the Fund; see "How to contact Scudder" for the address.

Signature guarantees. For your protection and to prevent fraudulent redemptions,
on written redemption requests in excess of $50,000 we require an original
signature and an original signature guarantee for each person in whose name the
account is registered. (Each Fund reserves the right, however, to require a
signature guarantee for all redemptions.) You can obtain a signature guarantee
from most banks, credit unions or savings associations, or from broker/dealers,
municipal securities broker/dealers, government securities broker/dealers,
national securities exchanges, registered securities associations, or clearing
agencies deemed eligible by the Securities and Exchange Commission. Signature
guarantees by notaries public are not acceptable. Redemption requirements for
corporations, other organizations, trusts, fiduciaries, agents, institutional
investors and retirement plans may be different from those for regular accounts.
For more information, please call 1-800-225-5163.

By "Write-A-Check." You may redeem shares of Scudder Tax Free Money Fund,
Scudder Limited Term Tax Free Fund and Scudder Medium Term Tax Free Fund by
writing checks against your account balance for at least $100. Your Fund
investments will continue to earn dividends until your check is presented to the
Fund for payment.

Checks will be returned by the Fund's transfer agent if there are insufficient
shares to meet the withdrawal amount. You should not attempt to close an account
by check, because the exact balance at the time the check clears will not be
known when the check is written.

Telephone transactions

Shareholders automatically receive the ability to exchange by telephone and the
right to redeem by telephone up to $50,000 to their address of record.
Shareholders also may, by telephone, request that redemption proceeds be sent to
a predesignated bank account. Each Fund uses procedures designed to give
reasonable assurance that telephone instructions are genuine, including
recording telephone calls, testing a caller's identity and sending written
confirmation of telephone transactions. If a Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. Each Fund will not be liable for acting upon
instructions communicated by telephone that it reasonably believes to be
genuine.

Share price

Purchases and redemptions, including exchanges, are made at net asset value. For
each of the Funds, Scudder Fund Accounting Corporation, a wholly-owned
subsidiary of the Adviser, determines net asset value per share as of the close
of regular trading on the New York Stock Exchange (the "Exchange"), normally 4
p.m. eastern time, on each day the Exchange is open for trading. For Scudder Tax
Free Money Fund, Scudder Fund Accounting Corporation also determines net asset


                                       30
<PAGE>

value per share as of noon, eastern time, on each day the Exchange is open for
trading. Net asset value per share is calculated for purchases and redemptions
by dividing the value of total Fund assets, less all liabilities, by the total
number of shares outstanding. In calculating the net asset value per share, each
Fund uses the current market value of the securities, except that Scudder Tax
Free Money Fund uses the amortized cost value.

Processing time

For Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund,
Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund all
purchase and redemption requests must be received in good order by the Funds'
transfer agent in Boston. Requests received by the close of regular trading on
the Exchange are executed at the net asset value per share calculated at the
close of trading that day. Purchase and redemption requests received after the
close of regular trading on the Exchange will be executed the following business
day. Purchases made by federal funds wire before noon eastern time will begin
earning income that day; all other purchases received before the close of
regular trading on the Exchange will begin earning income the next business day.
Redeemed shares will earn income on the day on which the redemption request is
executed.

If you wish to make a purchase of $500,000 or more you should notify the Funds'
transfer agent of such a purchase by calling 1-800-225-5163.

For Scudder Tax Free Money Fund, purchases made by wire and received by the
Fund's transfer agent before noon on any business day are executed at noon on
that day and begin earning income the same day. Those made by wire between noon
and the close of regular trading on the Exchange on any business day are
executed at the close of trading the same day and begin earning income the next
business day. Purchases made by check are executed on the day the check is
received in good order by the Fund's transfer agent in Boston and begin earning
income on the next business day. Redemption requests received in good order by
the Fund's transfer agent between noon and the close of regular trading on the
Exchange are executed at the net asset value calculated at the close of regular
trading on that day and will earn a dividend on the redeemed shares that day. If
a redemption request is received by noon, proceeds will normally be wired that
day, if requested by the shareholder, but no dividend will be earned on the
redeemed shares on that day.

The Trusts will normally send redemption proceeds within one business day
following the redemption request, but may take up to seven days (or longer in
the case of shares recently purchased by check).

Short-term trading

Purchases  and sales  should be made for  long-term  investment  purposes  only.
Scudder Limited Term Tax Free Fund,  Scudder Medium Term Tax Free Fund,  Scudder
Managed  Municipal Bonds,  Scudder High Yield Tax Free Fund and Scudder Investor
Services,  Inc. each reserves the right to restrict purchases of a Fund's shares
(including  exchanges)  when a pattern of frequent  purchases  and sales made in
response to short-term fluctuations in a Fund's share price appears evident.

Tax information

A redemption of shares, including an exchange into another Scudder fund, is a
sale of shares and may result in a gain or loss for income tax purposes
(although no gain or loss will be realized in the case of a redemption or
exchange of shares of Scudder Tax Free Money Fund if it maintains a constant net
asset value per share).

Tax identification number

Be sure to complete the Tax Identification Number section of the Fund's
application when you open an account. Federal tax law requires these Funds to
withhold 31% of taxable dividends, capital gains distributions and, except in
the case of Scudder Tax Free Money Fund, redemption and exchange proceeds from


                                       31
<PAGE>

Transaction information (cont'd)

accounts (other than those of certain exempt payees) without a certified Social
Security or tax identification number and certain other certified information or
upon notification from the IRS or a broker that withholding is required. The
Funds reserve the right to reject new account applications without a certified
Social Security or tax identification number. The Funds also reserve the right,
following 30 days' notice to shareholders, to redeem all shares in accounts
without a certified Social Security or tax identification number. A shareholder
may avoid involuntary redemption by providing the Fund with a tax identification
number during the 30-day notice period.

Minimum balances

Shareholders should maintain a share balance worth at least $1,000, which amount
may be changed by the Board of Trustees of Scudder Tax Free Money Fund and
Scudder Municipal Trust. The Funds reserve the right, following 60 days' written
notice to shareholders, to redeem all shares in sub-minimum accounts, including
accounts of new investors, where a reduction in value has occurred due to a
redemption or exchange out of the account. Reductions in value that result
solely from market activity will not trigger an involuntary redemption. The
Funds will mail the proceeds of the redeemed account to the shareholder. The
shareholder may restore the share balance to $1,000 or more during the 60-day
notice period and must maintain it at no lower than that minimum to avoid
involuntary redemption.

Third party transactions

If purchases and redemptions of Fund shares are arranged and settlement is made
at an investor's election through a member of the National Association of
Securities Dealers, Inc., other than Scudder Investor Services, Inc., that
member may, at its discretion, charge a fee for that service.


Shareholder benefits

Experienced professional management

Scudder, Stevens & Clark, Inc., one of the nation's most experienced investment
management firms, actively manages your Scudder fund investment. Professional
management is an important advantage for investors who do not have the time or
expertise to invest directly in individual securities.

A team approach to investing

Each of the Funds is managed by a team of Scudder investment professionals who
each play an important role in the Fund's management process. Team members work
together to develop investment strategies and select securities for the Fund's
portfolio. They are supported by Scudder's large staff of economists, research
analysts, traders and other investment specialists who work in Scudder's offices
across the United States and abroad. Scudder believes its team approach benefits
Fund investors by bringing together many disciplines and leveraging Scudder's
extensive resources.

Donald C. Carleton is Lead Portfolio Manager for Scudder Medium Term Tax Free
Fund and Scudder Managed Municipal Bonds and also serves as Portfolio Manager
for Scudder Tax Free Money Fund and Scudder Limited Term Tax Free Fund. Mr.
Carleton has been a portfolio manager at Scudder since he joined the firm in
1983.

M. Ashton Patton, Lead Portfolio Manager for Scudder Limited Term Tax Free Fund,
has overseen the Fund's investment strategy and daily operations since the Fund
was introduced in 1994. Ms. Patton   , who joined Scudder in 1986 and has been a
portfolio manager since 1990,     is also a Portfolio Manager for the Scudder
Medium Term Tax Free Fund.       


                                       32
<PAGE>

Philip Condon, Lead Portfolio Manager for Scudder High Yield Tax Free Fund, has
had responsibility for the Fund's daily operation since its inception in 1987.
Mr. Condon joined Scudder in 1983 and also serves as Portfolio Manager for
Scudder Managed Municipal Bonds.

K. Sue Cote, Lead Portfolio Manager for Scudder Tax Free Money Fund, joined
Scudder in 1983 as a research assistant and assumed responsibility for the
Fund's investment strategy and operations in 1986.

Kimberley R. Manning, Portfolio Manager for Scudder High Yield Tax Free Fund,
became a member of the team as a municipal bond trader in 1987 when she joined
Scudder. In 1991, she assumed responsibilities of portfolio manager.

SAIL(TM)--Scudder Automated Information Line

For touchtone access to account information, prices and yields, or to perform
transactions in existing Scudder fund accounts, shareholders can call Scudder's
Automated Information Line (SAIL) at 1-800-343-2890. During periods of extreme
economic or market changes, or other conditions, it may be difficult for you to
effect telephone transactions in your account. In such an event you should write
to the Fund; please see "How to contact Scudder" for the address.

Investment flexibility

Scudder offers toll-free telephone exchange between funds at current net asset
value. You can move your investments among money market, income, growth,
tax-free and growth and income funds with a simple toll-free call or, if you
prefer, by sending your instructions through the mail or by fax. Telephone and
fax redemptions and exchanges are subject to termination and their terms are
subject to change at any time by the Fund or the transfer agent. In some cases,
the transfer agent or Scudder Investor Services, Inc. may impose additional
conditions on telephone transactions.

Dividend reinvestment plan

You may have dividends and distributions automatically reinvested in additional
Fund shares. Please call 1-800-225-5163 to request this feature.

Shareholder statements

You receive a detailed account statement every time you purchase or redeem
shares. All of your statements should be retained to help you keep track of
account activity and the cost of shares for tax purposes.

Shareholder reports

In addition to account statements, you receive periodic shareholder reports
highlighting relevant information, including investment results and a review of
portfolio changes.

To reduce the volume of mail you receive, only one copy of most Fund reports,
such as the Fund's Annual Report, may be mailed to your household (same surname,
same address). Please call 1-800-225-5163 if you wish to receive additional
shareholder reports.

Newsletters

Four times a year, Scudder sends you At the Helm, an informative newsletter
covering economic and investment developments, service enhancements and other
topics of interest to Scudder fund investors.

Scudder Funds Centers

As a convenience to shareholders who like to conduct business in person, Scudder
Investor Services, Inc. maintains Funds Centers in Boca Raton, Boston, Chicago,
Cincinnati, Los Angeles, New York, Portland (OR), San Diego, San Francisco and
Scottsdale.

T.D.D. service for the hearing impaired

Scudder's full range of investor information and shareholder services is
available to hearing impaired investors through a toll-free T.D.D. (Telephone
Device for the Deaf) service. If you have access to a T.D.D., call
1-800-543-7916 for investment information or specific account questions and
transactions.


                                       33
<PAGE>

Scudder tax-advantaged retirement plans

Scudder offers a variety of tax-advantaged retirement plans for individuals,
businesses and non-profit organizations. These flexible plans are designed for
use with the Scudder Family of Funds (except Scudder tax-free funds, which are
inappropriate for such plans). Scudder Funds offer a broad range of investment
objectives and can be used to seek almost any investment goal. Using Scudder's
retirement plans can help shareholders save on current taxes while building
their retirement savings.

   *  Scudder No-Fee IRA
   *  Keogh Plans
   *  401(k) Plans
   *  Profit Sharing and Money Purchase Pension Plans
   *  403(b) Plans
   *  SEP-IRA
   *  Scudder Horizon Plan (a variable annuity)

Scudder Trust Company (an affiliate of the Adviser) is Trustee or Custodian for
some of these plans and is paid an annual fee for some of the above retirement
plans. For information about establishing a Scudder No-Fee IRA, SEP-IRA, Profit
Sharing Plan, Money Purchase Pension Plan or a Scudder Horizon Plan, please call
1-800-225-2470. For information about 401(k)s or 403(b)s please call
1-800-323-6105. To effect transactions in existing IRA, SEP-IRA, Profit Sharing
or Pension Plan accounts, call 1-800-225-5163.

The variable annuity contract is provided by Charter National Life Insurance
Company (in New York State, Intramerica Life Insurance Company [S 1802]). The
contract is offered by Scudder Insurance Agency, Inc. (in New York State, Nevada
and Montana, Scudder Insurance Agency of New York, Inc.). CNL, Inc. is the
Principal Underwriter. Scudder Horizon Plan is not available in all states.


                                       34
<PAGE>

Trustees and Officers

David S. Lee*
    President and Trustee

Juris Padegs*
    Vice President (2) and Trustee

Daniel Pierce*
    Vice President (1) and Trustee (1)

Henry P. Becton, Jr.
    Trustee (1); President and General Manager, WGBH Educational Foundation

E. Michael Brown*
    Trustee (2)

Dawn-Marie Driscoll
    Trustee; Attorney and Corporate Director

Peter B. Freeman
    Trustee; Corporate Director and Trustee

Dudley H. Ladd*
    Trustee (1)

George M. Lovejoy, Jr.
    Trustee (1,2); Chairman Emeritus, Meredith & Grew, Incorporated

Wesley W. Marple, Jr.
    Trustee (1,3); Professor of Business
    Administration, Northeastern University
    College of Business Administration

Jean C. Tempel
    Trustee (2,3); Director, Executive Vice
    President and Manager, Safeguard
    Scientifics Inc.

Donald C. Carleton*
    Vice President

Cuyler W. Findlay*
    Vice President (1)

Jerard K. Hartman*
    Vice President

Thomas W. Joseph*
    Vice President

Thomas F. McDonough*
    Vice President and Secretary

Pamela A. McGrath*
    Vice President and Treasurer

Edward J. O'Connell*
    Vice President and Assistant Treasurer

Coleen Downs Dinneen*
    Assistant Secretary

    (1) Scudder Municipal Trust
    (2) Scudder Tax Free Money Fund
    (3) Scudder Tax Free Trust
    All funds unless otherwise indicated.
    * Scudder, Stevens & Clark, Inc.


                                       35
<PAGE>

Investment products and services
<TABLE>
   <S>                                                              <C>
   The Scudder Family of Funds                                      Income
   Money market                                                       Scudder Emerging Markets Income Fund
     Scudder Cash Investment Trust                                    Scudder GNMA Fund
     Scudder U.S. Treasury Money Fund                                 Scudder Income Fund
   Tax free money market+                                             Scudder International Bond Fund
     Scudder Tax Free Money Fund                                      Scudder Short Term Bond Fund
     Scudder California Tax Free Money Fund*                          Scudder Short Term Global Income Fund
     Scudder New York Tax Free Money Fund*                            Scudder Zero Coupon 2000 Fund
   Tax free+                                                        Growth
     Scudder California Tax Free Fund*                                Scudder Capital Growth Fund
     Scudder High Yield Tax Free Fund                                 Scudder Development Fund
     Scudder Limited Term Tax Free Fund                               Scudder Global Fund
     Scudder Managed Municipal Bonds                                  Scudder Global Small Company Fund
     Scudder Massachusetts Limited Term Tax Free Fund*                Scudder Gold Fund
     Scudder Massachusetts Tax Free Fund*                             Scudder Greater Europe Growth Fund
     Scudder Medium Term Tax Free Fund                                Scudder International Fund
     Scudder New York Tax Free Fund*                                  Scudder Latin America Fund
     Scudder Ohio Tax Free Fund*                                      Scudder Pacific Opportunities Fund
     Scudder Pennsylvania Tax Free Fund*                              Scudder Quality Growth Fund
   Growth and Income                                                  Scudder Value Fund
     Scudder Balanced Fund                                            The Japan Fund
     Scudder Growth and Income Fund
   Retirement Plans and Tax-Advantaged Investments
     IRAs                                                             403(b) Plans
     Keogh Plans                                                      SEP-IRAs
     Scudder Horizon Plan*[ (a variable annuity)                      Profit Sharing and
     401(k) Plans                                                              Money Purchase Pension Plans
   Closed-end Funds#
     The Argentina Fund, Inc.                                         Scudder New Europe Fund, Inc.
     The Brazil Fund, Inc.                                            Scudder World Income Opportunities Fund, Inc.
     The First Iberian Fund, Inc.
     The Korea Fund, Inc.                                           Institutional Cash Management
     The Latin America Dollar Income Fund, Inc.                       Scudder Institutional Fund, Inc.
     Montgomery Street Income Securities, Inc.                        Scudder Fund, Inc.
     Scudder New Asia Fund, Inc.                                      Scudder Treasurers Trust(TM)++

For complete information on any of the above Scudder funds, including management fees and expenses,  call or write for a
free  prospectus.  Read it carefully  before you invest or send money.  +A portion of the income from the tax-free funds
may be subject to federal,  state and local taxes.  *Not available in all states.  [A no-load  variable annuity contract
provided by Charter  National  Life  Insurance  Company and its  affiliate,  offered by  Scudder's  insurance  agencies,
1-800-225-2470.  #These funds, advised by Scudder,  Stevens & Clark, Inc., are traded on various stock exchanges.  ++For
information on Scudder  Treasurers  Trust(TM), an institutional cash management service that utilizes certain portfolios of
Scudder Fund, Inc. ($100,000 minimum), call: 1-800-541-7703.

</TABLE>



                                       36
<PAGE>

How to contact Scudder
<TABLE>
<S>                              <C>                         <C>

Account Service and Information:                             Please address all correspondence to:
                                 Scudder Investor                  The Scudder Funds
For existing account service     Relations                         P.O. Box 2291
and transactions                 1-800-225-5163                    Boston, Massachusetts
                                                                   02107-2291
For account updates, prices,     Scudder Automated
yields, exchanges and            Information Line (SAIL)
redemptions                      1-800-343-2890


Investment Information:                                      Or Stop by a Scudder Funds Center:
                                 Scudder Investor 
To receive information about     Relations                   Many  shareholders   enjoy  the  personal,   one-on-one
the Scudder funds, for           1-800-225-2470              service  of the  Scudder  Funds  Centers.  Check  for a
additional applications and                                  Funds  Center  near   you--they  can  be  found  in  the
prospectuses, or for investment                              following cities:
questions

For establishing 401(k) and      Scudder Defined             Boca Raton                   New York
403(b) plans                     Contribution Services       Boston                       Portland, OR
                                 1-800-323-6105              Chicago                      San Diego
                                                             Cincinnati                   San Francisco
                                                             Los Angeles                  Scottsdale


For  information  on  Scudder  Treasurers  Trust(TM), an     For information on Scudder  Institutional  Funds*, funds
institutional  cash management service for corporations,     designed  to meet the broad  investment  management  and
non-profit   organizations  and  trusts  which  utilizes     service  needs of banks  and other  institutions,  call:
certain  portfolios  of Scudder  Fund,  Inc.*  ($100,000     1-800-854-8525.
minimum), call: 1-800-541-7703.
</TABLE>


Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor.

*   Contact Scudder Investor Services, Inc., Distributor, to receive a
    prospectus with more complete information, including management fees and
    expenses. Please read it carefully before you invest or send money.


                                       37
<PAGE>


                           SCUDDER TAX FREE MONEY FUND

         (A Pure No-Load(TM) Diversified Investment Company Specializing
     in the Management of a Portfolio of High-Quality, Short-Term Securities
            Exempt from Federal Income Taxes Which Seeks to Maintain
                 a Constant Net Asset Value of $1.00 Per Share)

                                       and

   
                       SCUDDER LIMITED TERM TAX FREE FUND

          A Pure No-Load(TM) (No Sales Charges) Diversified Mutual Fund
             Which Seeks to Provide as High a Level of Income Exempt
                From Regular Federal Income Tax as is Consistent
                    With a High Degree of Principal Stability
    

                                       and

                        SCUDDER MEDIUM TERM TAX FREE FUND

         (A Pure No-Load(TM) Diversified Investment Company Specializing
            in the Management of a Portfolio Primarily of High-Grade,
                  Intermediate-Term Municipal Securities Exempt
                 From Federal Income Taxes, with an Emphasis on
                         Limited Principal Fluctuation)

                                       and

                         SCUDDER MANAGED MUNICIPAL BONDS

         (A Series of a Pure No-Load(TM) Diversified Investment Company
                Specializing in the Management of a Portfolio of
                         Primarily High-Grade, Long-Term
                              Municipal Securities)

                                       and

                        SCUDDER HIGH YIELD TAX FREE FUND

         (A Series of a Pure No-Load(TM) Diversified Investment Company
               Specializing in the Management of a Municipal Bond
                       Portfolio of Primarily Investment-
                           Grade Municipal Securities)

- --------------------------------------------------------------------------------

                       STATEMENT OF ADDITIONAL INFORMATION

                                  May     1, 1995

- --------------------------------------------------------------------------------

         This combined  Statement of Additional  Information is not a prospectus
and should be read in  conjunction  with the combined  prospectus of Scudder Tax
Free Money Fund,  Scudder Medium Term Tax Free Fund,  Scudder Managed  Municipal
Bonds,  Scudder High Yield Tax Free Fund,     each     dated May 1, 1995,    and
Scudder  Limited  Term Tax Free Fund,  dated March 1,  1995,     as amended from
time to time,  copies of which may be  obtained  without  charge by  writing  to
Scudder Investor Services, Inc., Two International Place, Boston,  Massachusetts
02110-4103.

<PAGE>
<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS
                                                                                                                   Page
<S>                                                                                                                 <C>
THE FUNDS AND THEIR OBJECTIVES........................................................................................1
         General Investment Objectives and Policies of Scudder Tax Free Money Fund....................................1
            General Investment Objective and Policies of Scudder Limited Term Tax Free Fund.......................    3    
         General Investment Objectives and Policies of Scudder Medium Term Tax Free Fund..............................5
         General Investment Objective and Policies of Scudder Managed Municipal Bonds.................................6
         General Investment Objective and Policies of Scudder High Yield Tax Free Fund................................8
         Investments and Investment Techniques Common to the Funds...................................................11
         Trustees' Power to Change Objectives and Policies...........................................................22
         Investment Restrictions.....................................................................................22

PURCHASES............................................................................................................30
         Additional Information About Opening an Account.............................................................30
         Checks......................................................................................................31
         Wire Transfer of Federal Funds..............................................................................31
         Share Price.................................................................................................31
         Share Certificates..........................................................................................31
         Other Information...........................................................................................32

EXCHANGES AND REDEMPTIONS............................................................................................32
         Exchanges...................................................................................................32
         Redemption by Telephone.....................................................................................33
         Redemption by Mail or Fax...................................................................................34
         Redemption by Write-A-Check.................................................................................34
         Other Information...........................................................................................34

FEATURES AND SERVICES OFFERED BY THE FUNDS...........................................................................35
         The Pure No-Load(TM) Concept................................................................................35
         Distribution Plans..........................................................................................36
         Scudder Funds Centers.......................................................................................36
         Reports to Shareholders.....................................................................................36
         Diversification.............................................................................................37
         Transaction Summaries.......................................................................................37

SCUDDER FAMILY OF FUNDS..............................................................................................37

SPECIAL PLAN ACCOUNTS................................................................................................40
         Automatic Withdrawal Plan...................................................................................40
         Cash Management System - Group Sub-Accounting Plan for Trust Accounts,
              Nominees and Corporations..............................................................................41
         Automatic Investment Plan...................................................................................41
         Uniform Transfers/Gifts to Minors Act.......................................................................41
         Scudder Trust Company.......................................................................................41

DIVIDENDS............................................................................................................41
         Scudder Tax Free Money Fund.................................................................................41
         Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund,
              Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund...................................42

                                       i
<PAGE>

PERFORMANCE INFORMATION..............................................................................................43
         Scudder Tax Free Money Fund.................................................................................43
                  Yield..............................................................................................43
                  Effective Yield....................................................................................43
                  Tax-Equivalent Yield...............................................................................43
         Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund,
              Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund...................................44
                  Average Annual Total Return........................................................................44
                  Cumulative Total Return............................................................................45
                  Total Return.......................................................................................45
                  Yield..............................................................................................46
                  Tax-Equivalent Yield...............................................................................46
         Tax-Exempt Income vs. Taxable Income........................................................................47
         Comparison of Portfolio Performance.........................................................................47

ORGANIZATION OF THE FUNDS............................................................................................51

INVESTMENT ADVISER...................................................................................................52
         Personal Investments by Employees of the Adviser............................................................56

TRUSTEES AND OFFICERS................................................................................................56

REMUNERATION.........................................................................................................60

DISTRIBUTOR..........................................................................................................60

TAXES................................................................................................................61

PORTFOLIO TRANSACTIONS...............................................................................................65
         Brokerage...................................................................................................65
         Portfolio Turnover..........................................................................................66

NET ASSET VALUE......................................................................................................66
         Scudder Tax Free Money Fund.................................................................................66
         Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund,
              Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund...................................66

ADDITIONAL INFORMATION...............................................................................................67
         Experts.....................................................................................................67
         Shareholder Indemnification.................................................................................67
         Ratings of Municipal Obligations............................................................................68
         Commercial Paper Ratings....................................................................................69
         Glossary....................................................................................................69
         Other Information...........................................................................................70

FINANCIAL STATEMENTS.................................................................................................72
         Scudder Tax Free Money Fund.................................................................................72
         Scudder Limited Term Tax Free Fund..........................................................................72
         Scudder Medium Term Tax Free Fund...........................................................................72
         Scudder Managed Municipal Bonds.............................................................................72
         Scudder High Yield Tax Free Fund............................................................................72
</TABLE>



                                       ii
<PAGE>


                         THE FUNDS AND THEIR OBJECTIVES

                      (See "Scudder Tax Free Money Fund --
             Investment objectives and policies" and "Investments,"
   
                     "Scudder Limited Term Tax Free Fund --
             Investment objectives and policies," and "Investments"
    
                      "Scudder Medium Term Tax Free Fund --
             Investment objectives and policies," and "Investments,"
                       "Scudder Managed Municipal Bonds --
             Investment objectives and policies" and "Investments,"
                      "Scudder High Yield Tax Free Fund --
             Investment objectives and policies" and "Investments,"
                           and "Additional information
                         about policies and investments"
                           in the Funds' prospectus.)

         Scudder Tax Free Money Fund sometimes is referred to herein as "STFMF."
Scudder Tax Free Trust,  the  Massachusetts  business trust of which     Scudder
Limited Term Tax Free Fund     and Scudder Medium Term Tax Free Fund are series,
is referred to herein as "STFT."    Scudder Limited Term Tax Free Fund, a series
of STFT,  sometimes is referred to herein as  "SLTTFF."      Scudder Medium Term
Tax Free Fund,  a series of STFT,  sometimes  is referred to herein as "SMTTFF."
Scudder  Municipal  Trust,  the  Massachusetts  business  trust of which Scudder
Managed  Municipal  Bonds and Scudder  High Yield Tax Free Fund are  series,  is
referred to herein as "SMT." Scudder Managed  Municipal  Bonds, a series of SMT,
sometimes  is referred to herein as "SMMB."  Scudder High Yield Tax Free Fund, a
series  of  SMT,  is   sometimes   referred  to  herein  as   "SHYTFF."   STFMF,
   SLTTFF    , SMTTFF, SMMB and SHYTFF sometimes are referred to individually as
a "Fund" and jointly as "the Funds."

General Investment Objectives and Policies of Scudder Tax Free Money Fund

         Scudder Tax Free Money Fund is a pure no-load(TM)  open-end diversified
investment  company.  The  investment  objectives of STFMF are to provide to its
shareholders  income  exempt  from  regular  federal  income  tax while  seeking
stability of principal.  STFMF pursues these objectives through the professional
       management  of a high quality portfolio consisting primarily of municipal
securities (as defined below under "Investments and Investment Techniques Common
to the Funds--Municipal  Securities") having remaining maturities of 397 days or
less with a dollar-weighted average portfolio maturity of 90 days or less. STFMF
seeks to  maintain a constant  net asset  value of $1.00 per share,  although in
certain circumstances this may not be possible.  Unless otherwise specified, the
investment  objectives  and  policies  of STFMF can be changed  by the  Trustees
without a vote of a majority of the Fund's outstanding voting securities.  There
can be no assurance that STFMF's  objectives  will be achieved or that income to
shareholders  which is exempt from federal  income tax will be exempt from state
and local  taxes.  No more than 20% of  STFMF's  net  assets  will  normally  be
invested  in  municipal  securities  whose  interest  income is  subject  to the
individual alternative minimum tax.

STFMF's Investments. All of STFMF's assets will consist of municipal securities,
temporary  investments in taxable securities as described below, and cash. STFMF
will invest in municipal  securities  which are rated at the time of purchase by
Moody's Investors Service,  Inc.  ("Moody's") within its two highest ratings for
municipal  obligations--Aaa  and Aa,  or  within  Moody's  short-term  municipal
obligations top ratings of MIG 1 and MIG 2, are rated at the time of purchase by
Standard  & Poor's  ("S&P")  within  S&P's two  highest  ratings  for  municipal
obligations--AAA/AA  and  SP-1+/SP-1--or  are rated at the time of  purchase  by
Fitch Investors  Service,  Inc. ("Fitch") within Fitch's two highest ratings for
municipal  obligations-AAA/AA or within Fitch's highest short term rating of F-1
and F-2, all in such proportions as management will determine. The Fund also may
invest in securities  rated within the two highest  ratings by only one of those
rating agencies if no other rating agency has rated the security. In some cases,
short-term municipal obligations are rated using the same categories as are used
for  corporate  obligations.  For a  description  of ratings for  municipal  and
corporate  obligations,  see "ADDITIONAL  INFORMATION--Ratings  of Municipal and
Corporate  Bonds,  Commercial  Paper  Ratings." In addition,  unrated  municipal
securities  will be considered as being within the foregoing  quality ratings if
the issuer,  or other equal or junior  municipal  securities of the same issuer,
has a rating within the foregoing  ratings of Moody's,  S&P or Fitch.  STFMF may
also  invest in  municipal  securities  which are  unrated if, in the opinion of
Scudder,  Stevens  &  Clark,  Inc.  (the  "Adviser"),  such  securities  possess
creditworthiness comparable to those rated securities in which STFMF may invest.

<PAGE>

         Subsequent to its purchase by STFMF,  an issue of municipal  securities
may cease to be rated or its rating may be reduced  below the  minimum  required
for purchase by STFMF.  The Adviser will dispose of any such security unless the
Board of Trustees of the Fund  determines that such disposal would not be in the
best interests of the Fund. To the extent that the ratings  accorded by Moody's,
S&P or Fitch for municipal securities may change as a result of changes in these
rating  systems,  STFMF will attempt to use comparable  ratings as standards for
its  investment  in  municipal  securities  in  accordance  with the  investment
policies contained herein.

         From time to time on a temporary basis or for defensive purposes, STFMF
may, subject to its investment restrictions, hold cash and invest temporarily in
taxable  investments  which  mature in one year or less at the time of purchase,
consisting  of (1) other  obligations  issued by or on  behalf of  municipal  or
corporate issuers;  (2) U.S. Treasury notes, bills and bonds; (3) obligations of
agencies  and  instrumentalities  of  the  U.S.  Government;  (4)  money  market
instruments,  such as domestic bank certificates of deposit, finance company and
corporate  commercial  paper,  and  banker's  acceptances;  and  (5)  repurchase
agreements  (agreements  under  which the  seller  agrees at the time of sale to
repurchase  the security at an agreed time and price) with respect to any of the
obligations  which the Fund is permitted  to purchase.  STFMF will not invest in
instruments issued by banks or savings and loan associations  unless at the time
of investment  such issuers have total assets in excess of $1 billion (as of the
date of their most recently published annual financial  statements).  Commercial
paper  investments  will be limited to commercial paper rated A1+ and A1 by S&P,
Prime 1 by Moody's or F-1 by Fitch. STFMF may hold cash or invest temporarily in
taxable investments due, for example, to market conditions or pending investment
of proceeds of  subscriptions  for shares of STFMF or proceeds  from the sale of
portfolio securities or in anticipation of redemptions.  However,  STFMF expects
to invest such proceeds in municipal securities as soon as practicable. Interest
income from temporary  investments  may be taxable to  shareholders  as ordinary
income.

         STFMF  may  acquire  other  types of  securities,  such as  common  and
preferred  stocks  and  corporate  bonds,  in  connection  with  the  merger  or
consolidation  with, or acquisition of the assets of, another investment company
or personal holding company. In no case will STFMF acquire them if more than 20%
of the Fund's total assets would consist of such securities,  cash and temporary
taxable  investments.  STFMF  would  issue  its  shares  at net  asset  value in
connection with such a merger, consolidation or acquisition.

Maintenance  of Constant Net Asset Value.  Pursuant to a Rule of the  Securities
and  Exchange  Commission  (the "SEC") STFMF uses the  amortized  cost method of
valuing its  investments,  which  facilitates  the maintenance of the Fund's per
share net asset value at $1.00.  The  amortized  cost  method,  which is used to
value all of STFMF's portfolio securities, involves initially valuing a security
at its cost and  thereafter  amortizing  to  maturity  any  discount or premium,
regardless of the impact of  fluctuating  interest  rates on the market value of
the instrument.

         Consistent  with  the  provisions  of  the  Rule,   STFMF  maintains  a
dollar-weighted  average portfolio  maturity of 90 days or less,  purchases only
instruments having remaining maturities of 397 days or less, and invests only in
securities  determined  by or under the  direction of the Trustees to be of high
quality with minimal credit risks.

         The Trustees have also established procedures designed to stabilize, to
the extent  reasonably  possible,  STFMF's  price per share as computed  for the
purpose of sales and  redemptions at $1.00.  Such  procedures  include review of
STFMF's  portfolio by the Trustees,  at such intervals as they deem appropriate,
to determine  whether the Fund's net asset value  calculated by using  available
market quotations or market equivalents (the determination of value by reference
to interest rate levels,  quotations of comparable securities and other factors)
deviates from $1.00 per share based on amortized  cost.  Market  quotations  and
market  equivalents  used in such  review may be  obtained  from an  independent
pricing service approved by the Trustees.

         The extent of  deviation  between  STFMF's  net asset  value based upon
available market  quotations or market  equivalents and $1.00 per share based on
amortized cost will be periodically  examined by the Trustees. If such deviation
exceeds 1/2 of 1%, the Trustees will promptly consider what action, if any, will
be initiated.  In the event the Trustees determine that a deviation exists which
may result in  material  dilution or in other  unfair  results to  investors  or
existing  shareholders,  they will take such corrective action as they regard to
be necessary and appropriate,  including the sale of portfolio instruments prior
to maturity to realize capital gains or losses or to shorten  average  portfolio
maturity;  withholding part or all of dividends or payment of distributions from
capital or capital gains;  redemptions of shares in kind; or  establishing a net
asset value per share by using available  market  quotations or equivalents.  In


                                       2
<PAGE>

addition,  in order to  stabilize  the net  asset  value  per share at $1.00 the
Trustees  have the  authority  (1) to reduce or  increase  the  number of shares
outstanding on a pro-rata basis, and (2) to offset each  shareholder's  pro-rata
portion of the  deviation  between  the net asset value per share and $1.00 from
the shareholder's  accrued dividend account or from future dividends.  STFMF may
hold cash for the purpose of stabilizing its net asset value per share. Holdings
of cash, on which no return is earned,  would tend to lower the yield on STFMF's
shares.

Special  Considerations.  Yields on municipal  securities depend on a variety of
factors,  including money market  conditions,  municipal bond market conditions,
the size of a  particular  offering,  the  maturity  of the  obligation  and the
quality of the issue.  Municipal  securities  are subject to the  provisions  of
bankruptcy,  insolvency  and other laws  affecting  the rights and  remedies  of
creditors,  such as the Federal  Bankruptcy Code, and laws, if any, which may be
enacted by  Congress  or state  legislatures  extending  the time for payment of
principal or interest,  or both, or imposing other  constraints upon enforcement
of such  obligations  or upon  municipalities  to levy taxes.  There is also the
possibility  that as a result of  litigation  or other  conditions  the power or
ability of any one or more issuers to pay when due  principal of and interest on
its or their Municipal  securities may be materially  affected.  Shares of STFMF
are not insured by any agency of the U.S.  Government.  The Fund also  practices
other investment  strategies that may involve additional risk. (See "Investments
and Investment Techniques Common to the Funds.")

   
General Investment Objective and Policies of Scudder Limited Term Tax Free Fund

         Scudder Limited Term Tax Free Fund, a series of Scudder Tax Free Trust,
is a pure no-load,(TM)  open-end  diversified mutual fund designed for investors
seeking a higher level of federally  tax-free  income than normally  provided by
tax-free money market investments;  and more price stability than investments in
long-term municipal bonds.

         The Fund's investment objective is to provide as high a level of income
exempt from regular  federal  income tax as is consistent  with a high degree of
principal  stability.  In pursuing this goal,  the Fund  maintains a diversified
portfolio  of   shorter-term   high-grade   municipal  debt  securities  with  a
dollar-weighted average effective maturity of between one and five years. Within
this limitation,  the Fund may not purchase individual securities with effective
maturities greater than 10 years at the time of purchase or issuance,  whichever
is later. To the extent the Fund invests in higher-grade securities,  it will be
unable to avail itself of opportunities for higher income which may be available
with  lower-grade  investments.   Except  as  otherwise  indicated,  the  Fund's
investment objective and policies are not fundamental and may be changed without
a shareholder  vote.  Shareholders will receive written notice of any changes in
the Fund's objective. If there is a change in investment objective, shareholders
should consider  whether the Fund remains an appropriate  investment in light of
their then current financial  position and needs. There can be no assurance that
the Fund's objective will be met.

         In computing  the  dollar-weighted  average  effective  maturity of its
portfolio,  the Fund  will  have to  estimate  the  effective  maturity  of debt
obligations that are subject to prepayment or redemption by the issuer, based on
projected  cash flows from such  obligations.  In some  cases the  Adviser  will
determine the effective maturity of debt securities.  For purposes of the Fund's
investment  policy,  an instrument will be treated as having a maturity  earlier
than its stated maturity date if the instrument has technical  features (such as
puts or demand  features) or a variable rate of interest  which, in the judgment
of the  Adviser,  will result in the  instrument  being  valued in the market as
though it has the earlier maturity.

SLTTFF's Investments.  The Fund may invest in municipal securities that are debt
obligations issued by or on behalf of states, territories and possessions of the
United  States,  the District of Columbia and their  subdivisions,  agencies and
instrumentalities,  the interest on which,  in the opinion of bond  counsel,  is
exempt from  regular  federal  income tax.  Such  municipal  securities  include
municipal notes,  which are generally used to provide  short-term  capital needs
and  have  maturities  of  one  year  or  less.   Municipal  notes  include  tax
anticipation  notes,  revenue  anticipation  notes, bond anticipation  notes and
construction loan notes.

         The Fund may also invest in  municipal  bonds,  which meet  longer-term
capital needs and generally  have  maturities of more than one year when issued.
Municipal  bonds  include  general  obligation  bonds  which are  secured by the
issuer's  pledge of its faith,  credit and taxing power for payment of principal
and interest,  revenue bonds,  pre-refunded  bonds,  industrial  development and
other  private  activity  bonds.  The Fund may not  invest  more than 25% of its
assets in pollution control and industrial revenue bonds or taxable  investments


                                       3
<PAGE>

of private sector  companies in the same  industry.  The Fund may also invest in
variable  rate  demand   instruments.   Variable  rate  demand  instruments  are
securities with long stated maturities but demand features that allow the holder
to demand 100% of the  principal  plus  interest  within one to seven days.  The
coupon varies daily, weekly or monthly with the market. The price remains at par
and this provides stability to the portfolio at market yields.

         For federal  income tax  purposes,  the income  earned  from  municipal
securities may be entirely tax-free,  taxable or subject to only the alternative
minimum tax ("AMT").  However, the Fund has no current intention of investing in
municipal securities whose interest income is taxable or AMT bonds.

         Normally  at  least  80% of the  Fund's  net  assets  are  invested  in
municipal  bonds which are rated  within the three  highest  quality  ratings of
Moody's Investors Service,  Inc.  ("Moody's") (Aaa, Aa and A), Standard & Poor's
("S&P") (Aaa, Aa and A) or Fitch Investors Service,  Inc. ("Fitch") (AAA, AA and
A) or their equivalents, or if unrated, judged by the Fund's investment adviser,
Scudder, Stevens & Clark, Inc. (the "Adviser"),  to be of comparable quality, at
the time of  purchase.  The Fund may invest in a debt  security  so rated by one
rating  agency  although  the  security may be rated lower by one or more of the
other  agencies.  However,  the Fund will not invest in any debt security  rated
lower  than Baa by  Moody's,  BBB by S&P or Fitch or of  equivalent  quality  as
determined by the Adviser. Securities must also meet credit standards applied by
the Adviser. Should the rating of a portfolio security be downgraded the Adviser
will  determine  whether  it is in the best  interest  of the Fund to  retain or
dispose of the  security.  (See  "ADDITIONAL  INFORMATION--Ratings  of Municipal
Obligations.")

         At least 80% of the Fund's  total  assets will  normally be invested in
municipal bonds and, under normal market conditions,  the Fund expects to invest
100% of its portfolio securities in municipal securities.  However, if defensive
considerations  or an unusual  disparity between after-tax income on taxable and
municipal  securities makes it advisable,  up to 20% of the Fund's assets may be
held in cash or invested  in  short-term  taxable  investments,  including  U.S.
Government  obligations and money market  instruments.  The Fund may temporarily
invest more than 20% of its assets in taxable  securities  during periods which,
in the Adviser's opinion,  require a defensive position. A portion of the Fund's
income may be subject to regular federal, state and local income taxes.

         The Fund may also  invest  in  third-party  puts,  and  when-issued  or
forward  delivery  securities,  and  may  purchase  warrants  to  purchase  debt
securities, and may also utilize various other strategic transactions.

Management  Strategies.  In  pursuit  of  its  investment  objective,  the  Fund
purchases  securities that it believes are attractive and competitive  values in
terms of  quality,  yield,  and the  relationship  of current  price to maturity
value.  However,  recognizing  the  dynamics of municipal  obligation  prices in
response  to  changes  in  general  economic  conditions,  fiscal  and  monetary
policies,  interest  rate levels and market forces such as supply and demand for
various  issues,  the Adviser,  subject to the Trustees'  supervision,  performs
credit  analysis and manages the Fund's  portfolio  continuously,  attempting to
take advantage of opportunities to improve total return,  which is a combination
of income and principal  performance over the long term. The primary  strategies
employed in the management of the Fund's portfolio are:

Emphasis on Credit  Analysis.  The Fund's  portfolio  is  invested in  municipal
obligations  rated  within,  or judged by the Fund's  Adviser to be of a quality
comparable to, the four highest rating  categories of Moody's,  S&P or Fitch, or
in U.S. Government  obligations.  The ratings assigned by Moody's,  S&P or Fitch
represent  their  opinions  as to the  quality  of  the  securities  which  they
undertake to rate. It should be emphasized,  however,  that ratings are relative
and are not absolute standards of quality. Furthermore, even within this segment
of  the  municipal  obligation  market,  relative  credit  standing  and  market
perceptions thereof may shift.

         The  Adviser  has over many years  developed  an  experienced  staff to
assign its own quality  ratings which are  considered in making value  judgments
and in arriving at purchase or sale  decisions.  Through the  discipline of this
procedure the Adviser  attempts to discern  variations in credit  ratings of the
published services and to anticipate changes in credit ratings.

Variations of Maturity.  In an attempt to capitalize on the differences in total
return from  municipal  obligations of differing  maturities,  maturities may be
varied according to the structure and level of interest rates, and the Adviser's
expectations  of  changes  therein.  To the  extent  that  the Fund  invests  in
short-term maturities, capital volatility will generally be reduced.


                                       4
<PAGE>

Emphasis  on  Relative   Valuation.   The   interest   rate  (and  hence  price)
relationships  between different categories of municipal obligations of the same
or generally  similar  maturity  tend to change  constantly in reaction to broad
swings in interest rates and factors affecting relative supply and demand. These
disparities  in yield  relationships  may afford  opportunities  to  implement a
flexible  policy  of  trading  the  Fund's  holdings  in order to invest in more
attractive market sectors or specific issues.

Market  Trading  Opportunities.  In  pursuit of the above the Fund may engage in
short-term  trading (selling  securities held for brief periods of time, usually
less than three months) if the Adviser believes that such  transactions,  net of
costs,  would  further  the  attainment  of the Fund's  objective.  The needs of
different  classes of lenders and borrowers and their changing  preferences  and
circumstances  have  in  the  past  caused  market  dislocations   unrelated  to
fundamental  creditworthiness  and trends in interest rates which have presented
market trading  opportunities.  There can be no assurance that such dislocations
will  occur in the  future  or that the Fund will be able to take  advantage  of
them. The Fund intends to limit its voluntary  short-term  trading to the extent
such  limitation  is  necessary  for it to  qualify as a  "regulated  investment
company" under the Internal Revenue Code.

Income  Level and Credit  Risk.  Because the Fund holds high  quality  municipal
securities, the income earned on shares of the Fund will tend to be less than it
might  be  on  a  portfolio  emphasizing  lower  quality  securities.  Municipal
obligations  are subject to the provisions of  bankruptcy,  insolvency and other
laws  affecting  the rights  and  remedies  of  creditors,  such as the  Federal
Bankruptcy  Code,  and laws,  if any,  which may be enacted by Congress or state
legislatures  extending the time for payment of principal or interest,  or both,
or imposing  other  constraints  upon  enforcement  of such  obligations or upon
municipalities to levy taxes.  There is also the possibility that as a result of
litigation or other  conditions  the power or ability of any one or more issuers
to pay when due principal of and interest on its or their municipal  obligations
may be materially  affected.  Although the Fund's quality standards are designed
to reduce the credit risk of investing in the Fund, that risk cannot be entirely
eliminated.
    

General Investment Objectives and Policies of Scudder Medium Term Tax Free Fund

         Scudder  Medium Term Tax Free Fund, a series of Scudder Tax Free Trust,
is a pure no-load(TM),  open-end  diversified mutual fund designed for investors
seeking a higher level of federally  tax-free  income than normally  provided by
tax-free money market  investments  or other  short-term  investments,  and more
price stability than investments in long-term municipal bonds.

         The Fund's  objectives  are to provide a high level of income free from
regular  federal income tax and to limit  principal  fluctuation.  The Fund will
invest  primarily in high-grade  intermediate-term  bonds.  The  dollar-weighted
average  effective  maturity of the Fund's portfolio will range between five and
ten years. Within this limitation,  the Fund may purchase individual  securities
with effective maturities no greater than fifteen  years.        There can be no
assurance that the Fund's objectives will be met.

       

         In computing  the  dollar-weighted  average  effective  maturity of its
portfolio,  the Fund  will  have to  estimate  the  effective  maturity  of debt
obligations that are subject to prepayment or redemption by the issuer, based on
projected  cash flows from such  obligations.     In some cases the Adviser will
determine the  effective  maturity of debt  securities.      For purposes of the
Fund's  investment  policy,  an instrument  will be treated as having a maturity
earlier than its stated  maturity date if the instrument has technical  features
(such as puts or demand  features) or a variable rate of interest  which, in the
judgment of the  Adviser,  will  result in the  instrument  being  valued in the
market as though it has the earlier maturity.

Investment  Considerations.  The municipal  securities in which the Fund invests
are debt obligations issued by or on behalf of the District of Columbia, states,
territories,   and   possessions  of  the  United  States  and  their  political
subdivisions,  agencies and  instrumentalities,  the interest on which is exempt
from regular  federal income tax. Such municipal  securities  include  municipal
notes,  which are generally used to provide  short-term  capital needs, and have
maturities of one year or less.  Municipal notes include tax anticipation notes,
revenue anticipation notes, bond anticipation notes and construction loan notes.
The Fund may also invest in municipal bonds which meet longer-term capital needs
and generally have maturities of more than one year when issued. Municipal bonds
include general obligation bonds which are secured by the issuer's pledge of its
faith,  credit and taxing power for payment of principal and  interest,  revenue
bonds,  prerefunded  bonds,  industrial  development and other private  activity
bonds.


                                       5
<PAGE>

         Municipal  securities  purchased  may include the  foregoing as well as
variable  rate  demand   instruments.   Variable  rate  demand  instruments  are
securities with long stated maturities but demand features that allow the holder
to demand 100% of the  principal  plus interest  within 1 to 7 days.  The coupon
varies  daily,  weekly or monthly with the market and the price  remains at par;
this provides a great deal of stability to the Fund at market yields.  The value
of the  underlying  variable rate demand  instrument  may change with changes in
interest rates.

         At least 80% of the Fund's net assets  will  normally  be  invested  in
municipal  bonds.  Normally  80% of the Fund's net assets  will be  invested  in
municipal  bonds  which (a) are rated at the time of  purchase  within the three
highest grades assigned by Moody's, S&P or Fitch or their equivalents, or (b) if
not rated,  are judged at the time of purchase by the Adviser to be of a quality
comparable to the three  highest  ratings of Moody's,  S&P or Fitch.  Securities
must also meet the credit standards of the Adviser.  The Fund will not invest in
any debt security  rated lower than Baa by Moody's,  BBB by S&P or Fitch,  or of
equivalent  quality as determined by the Adviser.  The Fund may invest in a debt
security so rated by one rating agency  although the security may be rated lower
by the other agency.  Should the rating of a portfolio  security be  downgraded,
the Adviser  will  determine  whether it is in the best  interest of the Fund to
retain or dispose of the security.

         Under normal market  conditions  the Fund expects to invest 100% of its
portfolio   securities   in   municipal   securities.   However,   if  defensive
considerations  or an unusual  disparity between after-tax income on taxable and
municipal  securities  make it advisable,  up to 20% of the Fund's assets may be
held in cash or invested  in  short-term  taxable  investments,  including  U.S.
Government  obligations  and  taxable  money  market  instruments.  The Fund may
temporarily  invest  more than 20% of its  assets in taxable  securities  during
periods which, in the Adviser's opinion, require a defensive position.

Management  Strategies and Portfolio  Turnover.  SMTTFF may engage in short-term
trading (selling  securities held for brief periods of time, usually less than 3
months) if the Advisor  believes  that such  transactions,  net costs  including
taxes,  if any, would improve the overall return of its portfolio.  The needs of
different  classes of lenders and borrowers and their changing  preferences  and
circumstances  have  in  the  past  caused  market  dislocations   unrelated  to
fundamental  creditworthiness  and trends in interest rates which have presented
market trading  opportunities.  There can be no assurance that such dislocations
will occur in the future or that SMTTFF will be able to take  advantage of them.
SMTTFF will limit its voluntary short-term trading to the extent such limitation
is necessary  for it to qualify as a "regulated  investment  company"  under the
Internal Revenue Code. (See "TAXES.")

         It  is  anticipated   that  the  portfolio   turnover  rate  will  vary
considerably  from period to period depending on market  developments,  but will
not be expected  to exceed 100  percent.  Higher  levels of  portfolio  activity
result  in high  transaction  costs  and may also  result  in taxes on  realized
capital gains to be borne by the Fund's shareholders.

Special Considerations.  Because SMTTFF holds high quality municipal securities,
the income earned on shares of the Fund will tend to be less than it might be on
a portfolio  emphasizing  lower quality  securities.  Municipal  obligations are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws,
if any,  which may be enacted by Congress or state  legislatures  extending  the
time  for  payment  of  principal  or  interest,  or  both,  or  imposing  other
constraints upon enforcement of such obligations or upon  municipalities to levy
taxes.  There is also the  possibility  that as a result of  litigation or other
conditions  the  power or  ability  of any one or more  issuers  to pay when due
principal  of  and  interest  on  its  or  their  municipal  obligations  may be
materially affected.  Although SMTTFF quality standards are designed to minimize
the  credit  risk of  investing  in the  Fund,  that  risk  cannot  be  entirely
eliminated. The Fund also practices other investment strategies that may involve
additional  risk.  (See  "Investments  and Investment  Techniques  Common to the
Funds.")

General Investment Objective and Policies of Scudder Managed Municipal Bonds

         Scudder Managed Municipal Bonds, a series of SMT, is a pure no-load(TM)
open-end  diversified  management  investment  company  (or  mutual  fund).  The
investment  objective  of SMMB is to provide to  investors  income  exempt  from
regular  federal  income  tax  primarily  through   investments  in  high-grade,
long-term  municipal   securities  (as  defined  below  under  "Investments  and
Investment Techniques Common to the Funds--Municipal  Securities").  In contrast
to simply holding a fixed portfolio of municipal  securities,  SMMB will attempt
to take  advantage  of  opportunities  in the market to  achieve a higher  total
return,  i.e., the combination of income and capital  performance  over the long


                                       6
<PAGE>

term.  There can be no assurance  that the objective of SMMB will be achieved or
that  income to  shareholders  which is exempt from  federal  income tax will be
exempt from state or local taxes.  In addition,  the market  prices of municipal
securities,  like those of taxable debt securities, vary inversely with interest
rate changes.  Thus,  the net asset value per share can be expected to fluctuate
and  shareholders  may receive more or less than the  purchase  price for shares
they redeem.

         It is a  fundamental  policy  which  may  not be  changed  without  the
approval of a majority of the outstanding  voting securities of SMMB (as defined
under "Investment  Restrictions") that at least 80% of SMMB's net assets will be
invested  in  municipal  bonds  except as stated  in the last  sentence  of this
paragraph.  Subject to this policy and as a matter of nonfundamental  policy, at
least 75% of SMMB's net assets will be invested in  municipal  securities  which
are rated at the time of purchase within the three highest  ratings  assigned by
Moody's,  S&P or Fitch, or of equivalent quality, and 100% of SMMB's investments
in municipal  securities will consist of municipal securities which are rated at
the time of purchase within the four highest ratings  assigned by such services,
or their equivalents. SMMB will purchase unrated municipal securities only if at
the time of purchase they are judged by the Adviser to be of comparable  quality
to the  four  highest  ratings  of  Moody's,  S&P and  Fitch  and to be  readily
marketable.  Securities must also meet credit standards  applied by the Adviser.
When,  in the  opinion of  management,  defensive  considerations  or an unusual
disparity  between the after-tax  income on taxable  investments  and comparable
municipal  securities make it advisable to do so, up to 20% of SMMB's net assets
may be held in cash or invested in short-term  taxable  investments  such as (1)
U.S.  Treasury  notes,   bills  and  bonds;  (2)  obligations  of  agencies  and
instrumentalities of the U.S. Government; (3) money market instruments,  such as
domestic bank certificates of deposit,  finance company and corporate commercial
paper, and banker's acceptances; and (4) repurchase agreements (agreements under
which the seller  agrees at the time of sale to  repurchase  the  security at an
agreed time and price) with respect to any of the obligations  which the Fund is
permitted to purchase.  Notwithstanding  the foregoing,  for temporary defensive
purposes,  SMMB may  invest  more than 20% of its net assets in  securities  the
interest  income  from  which  may be  subject  to  federal  income  tax to meet
temporary liquidity requirements.

         At December 31,    1994    ,  approximately     51%     of the bonds in
the Fund's portfolio were rated AAA,     22    % were rated AA,     20    % were
rated A    and 6% were rated BBB     by Moody's,  S&P or Fitch, or of equivalent
quality.    1% of the bonds in the Fund's portfolio were not rated.    

Management  Strategies  and  Portfolio  Turnover.  In pursuit of its  investment
objective,  SMMB purchases municipal  securities that it believes are attractive
and competitive values in terms of quality and yield.  However,  recognizing the
dynamics of municipal bond prices in response to changes in general economic and
political  conditions,  fiscal and monetary  policies,  interest rate levels and
market  forces such as supply and demand for various bond  issues,  the Adviser,
subject to the  Trustees'  supervision,  performs  credit  analysis  and manages
SMMB's portfolio continuously,  attempting to take advantage of opportunities to
improve total return, which is a combination of income and principal performance
over the long term. The primary strategies  employed in the management of SMMB's
portfolio are:

         1. Emphasis on Quality.  As indicated above, at least 75% of SMMB's net
assets will be invested in municipal  securities which, at the time of purchase,
have a rating  within the three  highest  ratings  assigned by  Moody's,  S&P or
Fitch,  or their  equivalents,  and 100% of the Fund's  investments in municipal
securities will be securities which at the time of purchase have a rating within
the four highest ratings as assigned by Moody's (Aaa, Aa, A, Baa), S&P (AAA, AA,
A, BBB) or Fitch (AAA,  AA, A, BBB),  or  securities  of  comparable  quality as
determined  by the  Adviser.  The ratings  assigned  by  Moody's,  S&P and Fitch
represent  their  opinions as to the quality of the municipal  securities  which
they  undertake  to rate.  It should be  emphasized,  however,  that ratings are
relative and are not absolute standards of quality. Furthermore, even within the
high quality segment of the municipal bond market,  relative credit standing and
market perceptions  thereof may shift. Should the rating of a portfolio security
be downgraded the Adviser will  determine  whether it is in the best interest of
the Fund to retain or dispose of the security.

         The  Adviser  has over many years  developed  an  experienced  staff to
assign its own quality  ratings which are  considered in making value  judgments
and in arriving at purchase or sale  decisions.  Through the  discipline of this
procedure the Adviser  attempts to discern  variations in credit rankings of the
published services,  and to anticipate changes in credit ranking.  The Adviser's
Bond  Research  Group  covers the broad  spectrum of senior  securities  and the
Adviser is responsible,  among investments other than SMMB's portfolio,  for the
management of more than $10 billion in market value of municipal securities.


                                       7
<PAGE>

         2.  Variations  of  Maturity.  In  an  attempt  to  capitalize  on  the
differences in total return from municipal  securities of differing  maturities,
maturities may be varied according to the structure and level of interest rates,
and the Adviser's expectations of changes therein.

         3. Emphasis on Relative Valuation.  The interest rate (and hence price)
relationships  between different  categories of municipal securities of the same
or generally  similar  maturity  tend to change  constantly in reaction to broad
swings in interest rates and factors affecting relative supply and demand. These
disparities  in yield  relationships  may afford  opportunities  to  implement a
flexible  policy  of  trading  portfolio  holdings  in order to  invest  in more
attractive market sectors or specific issues.

         4. Market  Trading  Opportunities.  In addition to the above,  SMMB may
engage in short-term trading (selling securities held for brief periods of time,
usually less than 3 months) if the Adviser believes that such transactions,  net
of costs  including  taxes,  if any,  would  improve the  overall  return of its
portfolio.  The needs of different  classes of lenders and  borrowers  and their
changing   preferences  and  circumstances   have  in  the  past  caused  market
dislocations  unrelated to fundamental  creditworthiness  and trends in interest
rates  which  have  presented  market  trading  opportunities.  There  can be no
assurance that such  dislocations  will occur in the future or that SMMB will be
able to take advantage of them. SMMB will limit its voluntary short-term trading
to the extent such  limitation  is  necessary  for it to qualify as a "regulated
investment company" under the Internal Revenue Code. (See "TAXES.")

         5.  Portfolio  Turnover  Rate.  It is  anticipated  that the  portfolio
turnover rate will vary  considerably  from period to period depending on market
developments,  but would not be expected to exceed 100 percent. Higher levels of
portfolio activity result in high transaction costs and may also result in taxes
on realized capital gains to be borne by the Fund's shareholders.

Special  Considerations.  Because SMMB holds high quality municipal  securities,
the income earned on shares of the Fund will tend to be less than it might be on
a portfolio  emphasizing  lower quality  securities.  Municipal  obligations are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws,
if any,  which may be enacted by Congress or state  legislatures  extending  the
time  for  payment  of  principal  or  interest,  or  both,  or  imposing  other
constraints upon enforcement of such obligations or upon  municipalities to levy
taxes.  There is also the  possibility  that as a result of  litigation or other
conditions  the  power or  ability  of any one or more  issuers  to pay when due
principal  of  and  interest  on  its  or  their  municipal  obligations  may be
materially affected.  Although SMMB's quality standards are designed to minimize
the  credit  risk of  investing  in the  Fund,  that  risk  cannot  be  entirely
eliminated. The Fund also practices other investment strategies that may involve
additional  risk.  (See  "Investments  and Investment  Techniques  Common to the
Funds.")

General Investment Objective and Policies of Scudder High Yield Tax Free Fund

         Scudder  High  Yield Tax Free Fund is a series of SMT.  The  investment
objective of SHYTFF is to provide a high level of interest income that is exempt
from regular federal income tax, from an actively managed  portfolio  consisting
primarily of investment-grade  municipal  securities.  SHYTFF will not invest in
municipal securities, the income from which is subject to regular federal income
tax.  From time to time, a portion of SHYTFF's  distributions  may be taxable as
long-term  capital gain or, if made from  short-term  capital gains  realized by
SHYTFF,  as ordinary  income.  SHYTFF's income may be subject to the alternative
minimum tax depending upon investors'  particular  situations.  However, no more
than  20% of  SHYTFF's  net  assets  will  normally  be  invested  in  municipal
securities  whose  interest  income is  subject  to the  individual  alternative
minimum tax.  There can be no assurance  that this objective will be achieved or
that  income to  shareholders  which is exempt from  federal  income tax will be
exempt from state or local taxes.  In addition,  the market  prices of municipal
securities,  like those of taxable debt securities, vary inversely with interest
rate  changes.  Thus,  SHYTFF's  net asset  value per share can be  expected  to
fluctuate and  shareholders may receive more or less than the purchase price for
shares they redeem.

         As  a  nonfundamental   policy,  SHYTFF  expects  under  normal  market
conditions to invest 100% of its portfolio  securities in municipal  securities.
In addition, SHYTFF has adopted a nonfundamental policy that at least 80% of its
net assets will normally be invested in municipal  bonds,  the interest on which
is not a tax  preference  item under the  individual  alternative  minimum  tax.
However,  it is a  fundamental  policy  which  may not be  changed  without  the
approval of majority of SHYTFF's outstanding voting securities that at least 80%
of  SHYTFF's  assets  will,  under  normal  market  conditions,  be  invested in
municipal bonds. SHYTFF, as a matter of fundamental policy, will not invest more


                                       8
<PAGE>

than 20% of its total assets in taxable  securities,  except that for  temporary
defensive  purposes,  the Fund may invest more than 20% of its assets in taxable
securities  to meet  temporary  liquidity  requirements.  When, in the Adviser's
opinion,  temporary  defensive  investing is  advisable,  up to 100% of SHYTFF's
assets may be invested in high quality  municipal  bonds.  Bonds of high quality
are rated in the top two  rating  categories  by  Moody's,  S&P and Fitch or, if
unrated, judged by the Adviser to be of equivalent quality.

         Most  of  the  Municipal   Bonds  in  which  SHYTFF   invests  will  be
investment-grade  municipal  bonds.  Investment-grade  bonds are those which are
rated at the time of  purchase  within the four  highest  rating  categories  by
Moody's (Aaa,  Aa, A or Baa),  S&P (AAA,  AA, A or BBB) or Fitch (AAA,  AA, A or
BBB), or which,  if unrated,  are determined to be of comparable  quality by the
Adviser.  The Fund may invest up to 35% of its total assets in bonds rated below
Baa by Moody's,  BBB by S&P or Fitch, or unrated securities  considered to be of
equivalent  quality.  The Fund may not invest in bonds rated below B by Moody's,
S&P or  Fitch,  or their  equivalent.  SHYTFF  expects  to invest  primarily  in
medium-grade  municipal  bonds  rated,  at the  time  of  purchase,  A or Baa by
Moody's, A or BBB by S&P or Fitch or, if unrated, determined to be of equivalent
quality by the Adviser.  These medium-grade bonds ordinarily are higher yielding
than high  quality  bonds (rated  within the two highest  rating  categories  by
Moody's, S&P or Fitch). However,  medium-grade bonds also involve greater credit
risk and are subject to greater price  volatility  than high quality  bonds.  In
addition,  medium-grade bonds may be lower yielding than below  investment-grade
bonds. See "Additional Information--Ratings of Municipal and Corporate Bonds".

         Issuers  of junk  bonds  may be  highly  leveraged  and  may  not  have
available to them more traditional  methods of financing.  Therefore,  the risks
associated  with acquiring the securities of such issuers  generally are greater
than is the case with higher rated securities.  For example,  during an economic
downturn or a sustained  period of rising interest rates,  issuers of high yield
securities may be more likely to experience financial stress, especially if such
issuers are highly leveraged.  In addition,  the market for high yield municipal
securities is relatively new and has not weathered a major  economic  recession,
and it is unknown what effects such a recession  might have on such  securities.
During  such a period,  such  issuers may not have  sufficient  revenues to meet
their interest  payment  obligations.  The issuer's  ability to service its debt
obligations also may be adversely affected by specific issuer  developments,  or
the issuer's  inability to meet specific projected  business  forecasts,  or the
unavailability of additional  financing.  The risk of loss due to default by the
issuer is  significantly  greater  for the  holders of junk bonds  because  such
securities may be unsecured and may be  subordinated  to other  creditors of the
issuer.

         It is expected that a significant portion of the junk bonds acquired by
SHYTFF will be purchased upon issuance,  which may involve special risks because
the  securities so acquired are new issues.  In such  instances  SHYTFF may be a
substantial  purchaser  of the  issue  and  therefore  have the  opportunity  to
participate in structuring  the terms of the offering.  Although this may enable
the  Fund to  seek  to  protect  itself  against  certain  of  such  risks,  the
considerations discussed herein would nevertheless remain applicable.

         Adverse publicity and investor  perceptions,  which may not be based on
fundamental  analysis,  also may decrease the value and liquidity of junk bonds,
particularly in a thinly traded market.  Factors adversely  affecting the market
value of such  securities  are  likely to affect  adversely  SHYTFF's  net asset
value. In addition, the Fund may incur additional expenses to the extent that it
is  required  to  seek  recovery  upon  a  default  on a  portfolio  holding  or
participate in the restructuring of the obligation.

         At December 31,    1994    ,  approximately     18    % of the bonds in
the Fund's portfolio were rated AAA,     12    % were rated AA,     13    % were
rated A    and 40% were rated BBB     by Moody's, S&P or Fitch, or of equivalent
quality.    17% of the bonds in the Fund's portfolio were not rated.    

         Under normal market conditions, SHYTFF expects to invest principally in
municipal  securities  with  long-term  maturities  (i.e.,  more than 10 years).
SHYTFF has the  flexibility,  however,  to invest in municipal  securities  with
short- and medium-term maturities as well.

Management  Strategies  and  Portfolio  Turnover.  In pursuit of its  investment
objective,  SHYTFF purchases municipal bonds that it believes are attractive and
competitive  values in terms of quality  and  yield.  However,  recognizing  the
dynamics of municipal bond prices in response to changes in general economic and
political conditions,  fiscal and monetary policies,  interest levels and market
forces such as supply and demand for various bond issues,  the Adviser,  subject
to the Trustees'  supervision,  performs  credit  analysis and manages  SHYTFF's


                                       9
<PAGE>

portfolio continuously, attempting to take advantage of opportunities to improve
total return,  which is a combination of income and principal  performance  over
the long term.  The primary  strategies  employed in the  management of SHYTFF's
portfolio are:

         1.  Emphasis on High Income.  As  indicated  above,  SHYTFF  expects to
invest primarily in medium-grade municipal bonds rated A or Baa by Moody's, A or
BBB by S&P or A or BBB by  Fitch  or,  if  unrated,  of  equivalent  quality  as
determined by the Adviser. However, municipal bonds rated within the same rating
category may vary in terms of the  creditworthiness  of their issuers and market
perceptions of creditworthiness. Therefore, the Adviser reviews continuously the
quality  of  municipal  bonds in which  SHYTFF  invests.  Should the rating of a
portfolio security be downgraded the Adviser will determine whether it is in the
best interest of the Fund to retain or dispose of the security.

         The  Adviser  has over many years  developed  an  experienced  staff to
assign its own quality  ratings which are  considered in making value  judgments
and in arriving at purchase or sale  decisions.  Through the  discipline of this
procedure the Adviser  attempts to discern  variations in credit rankings of the
published services, and to anticipate changes in credit ranking.

         The Adviser's  Bond Research  Group covers the broad spectrum of senior
securities and the Adviser is responsible, among investments other than SHYTFF's
portfolio,  for the  management  of more than $10  billion  in  market  value of
municipal bonds.

         2.  Variations  of  Maturity.  In  an  attempt  to  capitalize  on  the
differences  in total  return  from  municipal  bonds of  differing  maturities,
maturities may be varied according to the structure and level of interest rates,
and the Adviser's expectations of changes therein.

         3. Emphasis on Relative Valuation.  The interest rate (and hence price)
relationships  between  different  categories of municipal  bonds of the same or
generally similar maturity tend to change constantly in reaction to broad swings
in  interest  rates and factors  affecting  relative  supply and  demand.  These
disparities  in yield  relationships  may afford  opportunities  to  implement a
flexible  policy  of  trading  portfolio  holdings  in order to  invest  in more
attractive market sectors or specific issues.

         4. Market Trading  Opportunities.  In addition to the above, SHYTFF may
engage in short-term trading (selling securities held for brief periods of time,
usually less than 3 months) if the Adviser believes that such transactions,  net
of costs  including  taxes,  if any,  would  improve the  overall  return of its
portfolio.  The needs of different  classes of lenders and  borrowers  and their
changing   preferences  and  circumstances   have  in  the  past  caused  market
dislocations  unrelated to fundamental  creditworthiness  and trends in interest
rates  which  have  presented  market  trading  opportunities.  There  can be no
assurance that such dislocations will occur in the future or that SHYTFF will be
able to take  advantage  of them.  SHYTFF  will limit its  voluntary  short-term
trading to the extent such  limitation  is  necessary to qualify as a "regulated
investment company" under the Internal Revenue Code. (See "TAXES.")

         5.  Portfolio  Turnover  Rate.  It is  anticipated  that the  portfolio
turnover rate will vary  considerably  from period to period depending on market
developments,  but would not be expected to exceed 100 percent. Higher levels of
portfolio activity result in high transaction costs and may also result in taxes
on realized capital gains to be borne by the Fund's shareholders.

Special  Considerations.  Because  under normal market  conditions  SHYTFF holds
medium-grade  municipal bonds, the income earned on shares of the Fund will tend
to be  higher  than  it  might  be on a  portfolio  emphasizing  higher  quality
securities.  However, the credit risk of holding medium-grade municipal bonds is
greater than that pertaining to higher quality securities. Municipal obligations
are subject to the provisions of bankruptcy, insolvency and other laws affecting
the rights and remedies of creditors,  such as the Federal  Bankruptcy Code, and
laws, if any, which may be enacted by Congress or state  legislatures  extending
the time for payment of  principal  or  interest,  or both,  or  imposing  other
constraints upon enforcement of such obligations or upon  municipalities to levy
taxes.  There is also the  possibility  that as a result of  litigation or other
conditions  the  power or  ability  of any one or more  issuers  to pay when due
principal  of  and  interest  on  its  or  their  municipal  obligations  may be
materially  affected.  The Fund also practices other investment  strategies that
may involve additional risk. (See "Investments and Investment  Techniques Common
to the Funds.")


                                       10
<PAGE>

Investments and Investment Techniques Common to the Funds

         As discussed  below,  the  following  description  of  investments  and
investment techniques is applicable to more than one of the Funds.

Municipal Securities. Municipal Securities are issued by or on behalf of states,
territories   and   possessions  of  the  United  States  and  their   political
subdivisions,  agencies and instrumentalities to obtain funds for various public
purposes.  The interest on these  obligations  is generally  exempt from federal
income tax in the hands of most investors, except for the possible applicability
of the alternative  minimum tax. The two principal  classifications of municipal
securities are "Notes" and "Bonds."

         1. Municipal  Notes.  Municipal Notes are generally used to provide for
short-term  capital  needs and  generally  have  maturities of one year or less.
Municipal notes include:  Tax Anticipation  Notes;  Revenue  Anticipation Notes;
Bond Anticipation Notes; and Construction Loan Notes.

         Tax  anticipation  notes are sold to finance  working  capital needs of
municipalities.  They are generally  payable from specific tax revenues expected
to be  received  at a future  date.  Revenue  anticipation  notes are  issued in
expectation  of receipt  of other  types of  revenue  such as  Federal  revenues
available under the Federal Revenue Sharing Program.  Tax anticipation notes and
revenue  anticipation  notes are  generally  issued in  anticipation  of various
seasonal  revenues  such  as  income,  sales,  use,  and  business  taxes.  Bond
anticipation  notes  are sold to  provide  interim  financing.  These  notes are
generally issued in anticipation of long-term  financing in the market.  In most
cases,  these monies provide for the repayment of the notes.  Construction  loan
notes  are sold to  provide  construction  financing.  After  the  projects  are
successfully  completed and accepted,  many projects receive permanent financing
through the Federal  Housing  Administration  under  "Fannie  Mae" (the  Federal
National Mortgage Association) or "Ginnie Mae" (the Government National Mortgage
Association).  There are, of course, a number of other types of notes issued for
different purposes and secured differently from those described above.

         2. Municipal  Bonds.  Municipal  bonds,  which meet longer term capital
needs and generally have maturities of more than one year when issued,  have two
principal classifications: "General Obligation" Bonds and "Revenue" Bonds.

         Issuers of General Obligation Bonds include states,  counties,  cities,
towns and regional districts. The proceeds of these obligations are used to fund
a wide range of public  projects  including the  construction  or improvement of
schools,  highways  and roads,  water and sewer  systems  and a variety of other
public purposes.  The basic security of General Obligation Bonds is the issuer's
pledge of its full faith,  credit and taxing  power for the payment of principal
and  interest.  The taxes that can be levied for the payment of debt service may
be limited or unlimited as to rate or amount or special assessments.

         The principal security for a Revenue Bond is generally the net revenues
derived from a  particular  facility or group of  facilities  or, in some cases,
from the proceeds of a special excise or other specific revenue source.  Revenue
Bonds have been  issued to fund a wide  variety of capital  projects  including:
electric, gas, water and sewer systems;  highways, bridges and tunnels; port and
airport  facilities;  colleges and  universities;  and  hospitals.  Although the
principal  security  behind these bonds varies widely,  many provide  additional
security in the form of a debt  service  reserve  fund whose  monies may also be
used to make  principal  and  interest  payments  on the  issuer's  obligations.
Housing finance authorities have a wide range of security including partially or
fully insured, rent subsidized and/or collateralized  mortgages,  and/or the net
revenues  from housing or other public  projects.  In addition to a debt service
reserve fund, some authorities provide further security in the form of a state's
ability (without obligation) to make up deficiencies in the debt service reserve
fund.  Lease  rental  revenue  bonds  issued by a state or local  authority  for
capital  projects are secured by annual lease rental  payments from the state or
locality to the authority  sufficient  to cover debt service on the  authority's
obligations.

         Industrial  Development and Pollution Control Bonds (which are types of
private activity bonds), although nominally issued by municipal authorities, are
generally not secured by the taxing power of the municipality but are secured by
the revenues of the  authority  derived from  payments by the  industrial  user.


                                       11
<PAGE>

Under federal tax legislation, certain types of Industrial Development Bonds and
Pollution Control Bonds may no longer be issued on a tax-exempt basis,  although
previously-issued  bonds of these types and certain refundings of such bonds are
not affected.

         3. Municipal Lease Obligations and Participation Interests. A municipal
lease obligation may take the form of a lease,  installment purchase contract or
conditional  sales contract  which is issued by a state or local  government and
authorities  to  acquire  land,  equipment  and  facilities.  Income  from  such
obligations  is  generally  exempt  from  state and local  taxes in the state of
issuance.  Municipal  lease  obligations  frequently  involve  special risks not
normally  associated  with  general  obligations  or revenue  bonds.  Leases and
installment  purchase or conditional  sale contracts (which normally provide for
title in the leased asset to pass  eventually to the  governmental  issuer) have
evolved as a means for  governmental  issuers to acquire  property and equipment
without meeting the constitutional  and statutory  requirements for the issuance
of debt. The debt issuance  limitations are deemed to be inapplicable because of
the  inclusion in many leases or contracts of  "non-appropriation"  clauses that
relieve the governmental  issuer of any obligation to make future payments under
the lease or  contract  unless  money is  appropriated  for such  purpose by the
appropriate  legislative  body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the  temporary  abatement of payments
in the event the issuer is prevented  from  maintaining  occupancy of the leased
premises or utilizing  the leased  equipment.  Although the  obligations  may be
secured by the leased  equipment or facilities,  the disposition of the property
in the event of  nonappropriation  or foreclosure  might prove  difficult,  time
consuming and costly,  and result in a delay in recovery or the failure to fully
recover the Fund's original investment.

         Participation  interests  represent  undivided  interests  in municipal
leases,  installment  purchase  contracts,  conditional sales contracts or other
instruments.  These are  typically  issued by a trust or other  entity which has
received an  assignment  of the  payments  to be made by the state or  political
subdivision under such leases or contracts.

         Certain municipal lease obligations and participation  interests may be
deemed  illiquid  for the purpose of the Fund's  limitation  on  investments  in
illiquid  securities.   Other  municipal  lease  obligations  and  participation
interests  acquired  by the Fund may be  determined  by the Adviser to be liquid
securities for the purpose of such  limitation.  In determining the liquidity of
municipal  lease  obligations  and  participation  interests,  the Adviser  will
consider a variety of factors  including:  (1) the willingness of dealers to bid
for the  security;  (2) the number of dealers  willing to  purchase  or sell the
obligation and the number of other potential buyers; (3) the frequency of trades
or quotes for the obligation; and (4) the nature of the marketplace in which the
security  trades.  In addition,  the Adviser  will  consider  factors  unique to
particular  lease   obligations  and  participation   interests   affecting  the
marketability thereof. These include the general creditworthiness of the issuer,
the  importance  to the  issuer  of the  property  covered  by the lease and the
likelihood  that  the   marketability  of  the  obligation  will  be  maintained
throughout the time the obligation is held by the Fund.

         The  Fund may  purchase  participation  interests  in  municipal  lease
obligations  held by a  commercial  bank or other  financial  institution.  Such
participations  provide the Fund with the right to a pro rata undivided interest
in the underlying municipal lease obligations.  In addition, such participations
generally  provide the Fund with the right to demand  payment,  on not more than
seven days' notice, of all or any part of the Fund's  participation  interest in
the underlying municipal lease obligation,  plus accrued interest. The Fund will
only invest in such  participations if, in the opinion of bond counsel,  counsel
for the issuers of such  participations or counsel selected by the Adviser,  the
interest from such  participations is exempt from regular federal income tax and
state income tax, if applicable.

         4. Other  Municipal  Securities.  There is, in  addition,  a variety of
hybrid and special types of municipal securities as well as numerous differences
in the  security  of  municipal  securities  both  within  and  between  the two
principal classifications above.

         The  Funds may  purchase  variable  rate  demand  instruments  that are
tax-exempt  municipal  obligations  providing  for a periodic  adjustment in the
interest  rate paid on the  instrument  according  to changes in interest  rates
generally.  These instruments also permit a Fund to demand payment of the unpaid
principal  balance plus accrued interest upon a specified number of days' notice
to the issuer or its agent. The demand feature may be backed by a bank letter of
credit or guarantee issued with respect to such instrument.  The Funds intend to
exercise  the demand  only (1) upon a default  under the terms of the  municipal
obligation, (2) as needed to provide liquidity to the Fund, or (3) to maintain a
high quality  investment  portfolio or (4) to maximize the Fund's yield.  A bank
that  issues a  repurchase  commitment  may  receive  a fee from a Fund for this
arrangement.  The  issuer  of a  variable  rate  demand  instrument  may  have a
corresponding right to prepay in its discretion the outstanding principal of the
instrument plus accrued interest upon notice comparable to that required for the
holder to demand payment.


                                       12
<PAGE>

         The  variable  rate demand  instruments  that a Fund may  purchase  are
payable on demand on not more than seven calendar days' notice. The terms of the
instruments provide that interest rates are adjustable at intervals ranging from
daily up to six months,  and the adjustments are based upon the current interest
rate  environment  as provided  in the  respective  instruments.  The Funds will
determine  the  variable  rate  demand  instruments  that they will  purchase in
accordance  with  procedures  approved by the Trustees to minimize credit risks.
The Adviser may determine that an unrated variable rate demand  instrument meets
a Fund's  quality  criteria  by reason of being  backed by a letter of credit or
guarantee  issued by a bank that meets the quality  criteria for the Fund. Thus,
either the credit of the issuer of the  municipal  obligation  or the  guarantor
bank or both  will  meet the  quality  standards  of a Fund.  The  Adviser  will
reevaluate  each unrated  variable  rate demand  instrument  held by a Fund on a
quarterly  basis to  determine  that it  continues  to meet the  Fund's  quality
criteria.

         The interest rate of the  underlying  variable rate demand  instruments
may change with  changes in interest  rates  generally,  but the  variable  rate
nature of these  instruments  should  decrease  changes in value due to interest
rate  fluctuations.  Accordingly,  as interest rates  decrease or increase,  the
potential  for capital gain and the risk of capital loss on the  disposition  of
portfolio securities are less than would be the case with a comparable portfolio
of fixed  income  securities.  The  Funds  may  purchase  variable  rate  demand
instruments on which stated  minimum or maximum  rates,  or maximum rates set by
state law,  limit the degree to which  interest  on such  variable  rate  demand
instruments  may  fluctuate;  to the extent it does,  increases  or decreases in
value of such variable  rate demand notes may be somewhat  greater than would be
the case without such limits.  Because the  adjustment of interest  rates on the
variable  rate  demand  instruments  is made in  relation  to  movements  of the
applicable rate adjustment  index, the variable rate demand  instruments are not
comparable to long-term fixed interest rate  securities.  Accordingly,  interest
rates on the  variable  rate  demand  instruments  may be higher  or lower  than
current  market  rates for fixed rate  obligations  of  comparable  quality with
similar final maturities.

         The maturity of the variable rate demand  instruments held by the Funds
will  ordinarily  be deemed to be the longer of (1) the notice  period  required
before the Fund is entitled to receive  payment of the  principal  amount of the
instrument or (2) the period remaining until the instrument's next interest rate
adjustment.

         5. General Considerations.  An entire issue of Municipal Securities may
be purchased by one or a small number of institutional  investors such as one of
the  Funds.  Thus,  the issue  may not be said to be  publicly  offered.  Unlike
securities  which must be registered  under the  Securities Act of 1933 prior to
offer  and sale  unless  an  exemption  from  such  registration  is  available,
municipal  securities which are not publicly offered may nevertheless be readily
marketable.  A secondary  market exists for municipal  securities which were not
publicly offered initially.

         Securities  purchased for the Funds are subject to the  limitations  on
holdings of securities which are not readily marketable contained in each Fund's
investment restrictions.  The Adviser determines whether a municipal security is
readily  marketable  based  on  whether  it may be  sold  in a  reasonable  time
consistent with the customs of the municipal  markets  (usually seven days) at a
price (or  interest  rate)  which  accurately  reflects  its value.  The Adviser
believes  that the  quality  standards  applicable  to each  Fund's  investments
enhance marketability.  In addition, Stand-by Commitments and demand obligations
also enhance marketability.

         For  the  purpose  of  each   Fund's   investment   restrictions,   the
identification  of the  "issuer" of municipal  securities  which are not General
Obligation Bonds is made by the Adviser on the basis of the  characteristics  of
the obligation as described  above,  the most significant of which is the source
of funds for the payment of principal of and interest on such obligations.

         Each Fund  expects  that it will not invest  more than 25% of its total
assets in municipal  securities  whose  issuers are located in the same state or
more than 25% of its total assets in municipal  securities the security of which
is  derived  from any one of the  following  categories:  hospitals  and  health
facilities;  turnpikes  and toll roads;  ports and  airports;  or  colleges  and
universities.  Each  Fund may  invest  more  than  25% of its  total  assets  in
municipal  securities  of one or more of the  following  types:  public  housing
authorities;   general  obligations  of  states  and  localities;  lease  rental
obligations  of states and local  authorities;  state and local housing  finance
authorities;  municipal  utilities systems;  bonds that are secured or backed by
the  Treasury or other U.S.  Government  guaranteed  securities;  or  industrial
development and pollution  control bonds.  There could be economic,  business or
political developments, which might affect all municipal securities of a similar
type. However, the Funds believe that the most important consideration affecting


                                       13
<PAGE>

risk is the quality of  particular  issues of municipal  securities  rather than
factors affecting all, or broad classes of, municipal securities.

When-Issued or Forward Delivery  Securities.  The Funds may purchase  securities
offered on a "when-issued"  or "forward  delivery" basis.  When so offered,  the
price,  which is generally  expressed  in yield terms,  is fixed at the time the
commitment to purchase is made, but delivery and payment for the  when-issued or
forward  delivery  securities  take  place at a later  date.  During  the period
between  purchase  and  settlement,  no payment is made by the  purchaser to the
issuer and no interest on the when-issued or forward  delivery  security accrues
to the purchaser.  To the extent that assets of a Fund are not invested prior to
the  settlement  of a  purchase  of  securities,  that Fund will earn no income;
however,  it is  intended  that each Fund will be fully  invested  to the extent
practicable  and subject to the policies  stated  above.  While  when-issued  or
forward  delivery  securities  may be sold prior to the  settlement  date, it is
intended  that each Fund will  purchase  such  securities  with the  purpose  of
actually acquiring them unless a sale appears desirable for investment  reasons.
At  the  time  the  Fund  makes  the  commitment  to  purchase  securities  on a
when-issued  or forward  delivery  basis,  it will  record the  transaction  and
reflect the value of the security in determining its net asset value.  The Funds
do not believe  that the net asset value or income of their  portfolios  will be
adversely  affected by their  purchase of securities on a when-issued or forward
delivery basis. Each Fund will establish with its custodian a segregated account
in which it will maintain cash, U.S. Government  securities and other high grade
debt  obligations  equal in value to  commitments  for  when-issued  or  forward
delivery  securities.  Such  segregated  securities  either  will  mature or, if
necessary, be sold on or before the settlement date.

Stand-by Commitments.    Each Fund, with the exception of SLTTFF,     may engage
in  Stand-by  Commitments.  STFMF has  received an order from the SEC which will
enable it to  improve  its  portfolio  liquidity  by making  available  same-day
settlements on portfolio  sales (and thus  facilitate  the same-day  payments of
redemption  proceeds in federal  funds)  through the  acquisition  of  "Stand-by
Commitments." SMTTFF, SMMB and SHYTFF may engage in such transactions subject to
the limitations in the rules under the Investment Company Act of 1940 (the "1940
Act"). A Stand-by  Commitment is a right acquired by a Fund, when it purchases a
municipal  security  from  a  broker,  dealer  or  other  financial  institution
("seller"),  to sell up to the same principal  amount of such securities back to
the seller,  at that Fund's option, at a specified price.  Stand-by  Commitments
are also  known as "puts."  STFMF's,  SMMB's and  SHYTFF's  investment  policies
permit the acquisition of Stand-by  Commitments  solely to facilitate  portfolio
liquidity.  The  acquisition  of or the power to exercise a Stand-by  Commitment
will not affect the valuation or maturity of STFMF's underlying portfolio, which
will be valued in  accordance  with the order of the SEC. The exercise by a Fund
of a Stand-by Commitment is subject to the ability of the other party to fulfill
its contractual commitment.

         Stand-by  Commitments  acquired  by the Funds  will have the  following
features:  (1) they will be in writing and will be  physically  held by a Fund's
custodian;  (2) a Fund's  rights  to  exercise  them will be  unconditional  and
unqualified;  (3) they  will be  entered  into only  with  sellers  which in the
Adviser's  opinion  present a minimal  risk of default;  (4)  although  Stand-by
Commitments will not be transferable,  municipal securities purchased subject to
such  commitments  may be sold to a third  party at any time,  even  though  the
commitment is  outstanding;  and (5) their  exercise  price will be (i) a Fund's
acquisition cost (excluding the cost, if any, of the Stand-by Commitment) of the
municipal securities which are subject to the commitment  (excluding any accrued
interest  which a Fund paid on their  acquisition),  less any  amortized  market
premium or plus any  amortized  market or  original  issue  discount  during the
period a Fund  owned the  securities,  plus  (ii) all  interest  accrued  on the
securities  since  the last  interest  payment  date.  Since  STFMF  will  value
municipal  securities on an amortized  cost basis,  the amount  receivable  upon
exercise of a Stand-by  Commitment will be  substantially  the same as the value
assigned by that Fund to the  underlying  securities.  Moreover,  while there is
little risk of an event  occurring  which would make amortized cost valuation of
its  portfolio  securities  inappropriate,  if  such  condition  developed,  the
securities  may, in the  discretion of the  Trustees,  be valued on the basis of
available market information and held to maturity.  Each Fund expects to refrain
from  exercising a Stand-by  Commitment in the event that the amount  receivable
upon exercise of the Stand-by Commitment is significantly  greater than the then
current  market value of the underlying  municipal  securities in order to avoid
imposing  a  loss  on a  seller  and  thus  jeopardizing  that  Fund's  business
relationship with that seller.

         The Funds expect that Stand-by Commitments  generally will be available
without  the  payment  of any  direct or  indirect  consideration.  However,  if
necessary  or  advisable,  each Fund will pay for Stand-by  Commitments,  either
separately  in cash or by paying a higher price for portfolio  securities  which
are acquired subject to the commitments. As a matter of policy, the total amount
"paid" by a Fund in either manner for outstanding  Stand-by Commitments will not


                                       14
<PAGE>

exceed  1/2  of 1% of  the  value  of  total  assets  of  that  Fund  calculated
immediately after any Stand-by Commitment is acquired.

         It is  difficult  to evaluate the  likelihood  of use or the  potential
benefit of a Stand-by  Commitment.  Therefore,  it is  expected  that the Funds'
Trustees will determine that Stand-by Commitments ordinarily have a "fair value"
of zero,  regardless of whether any direct or indirect  consideration  was paid.
However,  in the case of SMTTFF,  if the market price of the security subject to
the  Stand-by  Commitment  is less  than  the  exercise  price  of the  Stand-by
commitment, such security will ordinarily be valued at such exercise price. When
each Fund has paid for a  Stand-by  Commitment,  its cost will be  reflected  as
unrealized  depreciation  for the period during which the commitment is held. In
addition,  for purposes of complying  with the condition of the SEC's  amortized
cost Rule that the  dollar-weighted  average maturity of its portfolio shall not
exceed 90 days,  the  maturity  of a  portfolio  security  of STFMF shall not be
considered  shortened or otherwise affected by any Stand-by  Commitment to which
such security is subject.

         Management of the Funds  understands  that the Internal Revenue Service
(the "Service") has issued a favorable  revenue ruling to the effect that, under
specified  circumstances,  a registered  investment company will be the owner of
tax-exempt  municipal  obligations acquired subject to a put option. The Service
has also issued private letter rulings to certain  taxpayers (which do not serve
as  precedent  for other  taxpayers)  to the  effect  that  tax-exempt  interest
received by a regulated investment company with respect to such obligations will
be  tax-exempt  in the  hands  of the  company  and  may be  distributed  to its
shareholders  as  exempt-interest   dividends.   The  Service  has  subsequently
announced  that it will not  ordinarily  issue advance  ruling letters as to the
identity of the true owner of property in cases involving the sale of securities
or participation  interests  therein if the purchaser has the right to cause the
security,  or the participation  interest therein, to be purchased by either the
seller or a third party.  Each of the Funds intends to take the position that it
owns any municipal  obligations  acquired  subject to a Stand-by  Commitment and
that tax-exempt interest earned with respect to such municipal  obligations will
be  tax-exempt in its hands.  There is no assurance  that the Service will agree
with such position in any particular  case.  There is no assurance that Stand-by
Commitments will be available to the Funds nor has any of the Funds assumed that
such commitments would continue to be available under all market conditions.

Third Party Puts.  The Funds may also purchase  long-term  fixed rate bonds that
have been coupled with an option granted by a third party financial  institution
allowing a Fund at specified  intervals  (not exceeding 397 calendar days in the
case of STFMF) to tender (or "put") the bonds to the institution and receive the
face value thereof (plus accrued interest). These third party puts are available
in several  different forms,  may be represented by custodial  receipts or trust
certificates  and may be combined  with other  features  such as  interest  rate
swaps.  The Fund receives a short-term  rate of interest  (which is periodically
reset), and the interest rate differential  between that rate and the fixed rate
on the bond is retained by the financial institution.  The financial institution
granting the option does not provide credit  enhancement,  and in the event that
there is a default in the payment of principal or interest,  or downgrading of a
bond to below investment grade, or a loss of the bond's tax-exempt  status,  the
put option will  terminate  automatically,  the risk to the Fund will be that of
holding  such a long-term  bond and, in the case of STFMF,  the  dollar-weighted
average maturity of the Fund's portfolio would be adversely affected.

         These  bonds  coupled  with puts may present the same tax issues as are
associated  with  Stand-by  Commitments  discussed  above.  As with any Stand-by
Commitments acquired by a Fund, the Fund intends to take the position that it is
the owner of any municipal obligation acquired subject to a third-party put, and
that tax-exempt interest earned with respect to such municipal  obligations will
be  tax-exempt in its hands.  There is no assurance  that the Service will agree
with such position in any particular case. Additionally,  the federal income tax
treatment of certain other aspects of these investments, including the treatment
of tender fees and swap payments,  in relation to various  regulated  investment
company tax provisions is unclear.  However,  the Adviser  intends to manage the
Funds' portfolios in a manner designed to minimize any adverse impact from these
investments.

Repurchase Agreements.    Each Fund, with the exception of SLTTFF,     may enter
into repurchase agreements with any member bank of the Federal Reserve System or
any  domestic  broker/dealer  which  is  recognized  as a  reporting  government
securities dealer if the  creditworthiness of the bank or broker/dealer has been
determined  by the  Adviser  to be at least as high as that of other  issuers of
obligations  the Fund may purchase or to be at least equal to that of issuers of
commercial paper rated within the two highest grades assigned by Moody's, S&P or
Fitch.


                                       15
<PAGE>

         A  repurchase  agreement  provides  a means for a Fund to earn  taxable
income on funds for periods as short as overnight.  It is an  arrangement  under
which the purchaser  (i.e., a Fund) acquires a security  ("obligation")  and the
seller agrees,  at the time of sale, to repurchase the obligation at a specified
time and price.  The repurchase price may be higher than the purchase price, the
difference being income to a Fund, or the purchase and repurchase  prices may be
the  same,  with  interest  at a  stated  rate due to a Fund  together  with the
repurchase price upon repurchase. In either case, the income to a Fund (which is
taxable) is unrelated to the interest rate on the obligation itself. Obligations
will be physically  held by the  custodian or in the Federal  Reserve Book Entry
system.

         For purposes of the 1940 Act, a repurchase  agreement is deemed to be a
loan  from a Fund to the  seller of the  obligation  subject  to the  repurchase
agreement  and is  therefore  subject  to  that  Fund's  investment  restriction
applicable  to  loans.  It is not  clear  whether  a court  would  consider  the
obligation  purchased by a Fund subject to a repurchase agreement as being owned
by that Fund or as being  collateral  for a loan by that Fund to the seller.  In
the event of the  commencement  of  bankruptcy or  insolvency  proceedings  with
respect to the seller of the  obligation  before  repurchase  of the  obligation
under a repurchase agreement,  a Fund may encounter delay and incur costs before
being able to sell the security.  Delays may involve loss of interest or decline
in price of the obligation. If the court characterized the transaction as a loan
and a Fund has not perfected a security  interest in the  obligation,  that Fund
may be required to return the  obligation to the seller's  estate and be treated
as an unsecured creditor of the seller. As an unsecured  creditor,  a Fund would
be at the risk of losing some or all of the principal and income involved in the
transaction.  As with any unsecured  debt  instrument  purchased for a Fund, the
Adviser  seeks to minimize the risk of loss  through  repurchase  agreements  by
analyzing the  creditworthiness  of the obligor,  in this case the seller of the
obligation.  Apart from the risk of bankruptcy or insolvency proceedings,  there
is also the risk that the seller may fail to repurchase the obligation, in which
case a Fund may  incur a loss if the  proceeds  to that  Fund from the sale to a
third party are less than the repurchase price.  However, if the market value of
the  obligation  subject  to the  repurchase  agreement  becomes  less  than the
repurchase price (including interest),  the Fund involved will direct the seller
of the obligation to deliver  additional  securities so that the market value of
all  securities  subject to the  repurchase  agreement  will equal or exceed the
repurchase  price. It is possible that a Fund will be unsuccessful in seeking to
impose on the seller a contractual obligation to deliver additional securities.

Reverse  Repurchase  Agreements.  STFMF  and  SMTTFF  may  enter  into  "reverse
repurchase  agreements," which are repurchase agreements in which a Fund, as the
seller of the securities, agrees to repurchase them at an agreed time and price.
STFMF  and  SMTTFF  will  maintain  a  segregated  account  with  its  custodian
containing  cash,  U.S.   Government   securities  and  other  high  grade  debt
obligations  equal in value to its  obligation  in connection  with  outstanding
reverse repurchase agreements. STFMF may also acquire participation in privately
negotiated loans to municipal  borrowers  provided that the interest received by
the Fund is exempt,  in the opinion of bond counsel to the  municipal  borrower,
from federal income tax. Reverse repurchase agreements are borrowings subject to
STFMF's and SMTTFF's investment restrictions applicable to that activity.

Participation  Interests.  STFMF may purchase from banks participation interests
in all or part of specific holdings of municipal securities.  Each participation
is backed by an  irrevocable  letter of credit or  guarantee of the selling bank
that the Adviser has determined meets the prescribed  quality  standards of each
Fund. Thus, even if the credit of the issuer of the municipal  security does not
meet the quality  standards of STFMF, the credit of the selling bank will. STFMF
has the  right to sell the  participation  back to the bank  after  seven  days'
notice for the full  principal  amount of the Fund's  interest in the  municipal
security plus accrued interest, but only (1) as required to provide liquidity to
the Fund,  (2) to maintain a high  quality  investment  portfolio  or (3) upon a
default under the terms of the municipal security.  The selling bank may receive
a fee from STFMF in  connection  with the  arrangement.  STFMF will not purchase
participation  interests unless it receives an opinion of counsel or a ruling of
the  Internal  Revenue  Service  satisfactory  to the  Trustees of the Fund that
interest  earned  by the  Fund  on  municipal  obligations  in  which  it  holds
participation interests is exempt from federal income tax. An opinion of counsel
is not binding on the Service and there is no  assurance  that the Service  will
agree with any opinion of counsel.

Strategic  Transactions  and  Derivatives.     Each Fund,  with the exception of
STFMF     may, but    is     not required to, utilize  various other  investment
strategies as described  below to hedge  various  market risks (such as interest
rates and broad or specific market movements),  to manage the effective maturity
or  duration  of the Fund's  portfolio,  or to  enhance  potential  gain.  These
strategies  may be  executed  through  the  use of  derivative  contracts.  Such
strategies are generally  accepted as a part of modern portfolio  management and
are regularly utilized by many mutual funds and other  institutional  investors.


                                       16
<PAGE>

Techniques  and  instruments  may  change  over  time  as  new  instruments  and
strategies are developed or regulatory changes occur.

         In the course of pursuing these  investment  strategies,  the Funds may
purchase and sell  exchange-listed and  over-the-counter put and call options on
securities,  fixed-income indices and other financial instruments,  purchase and
sell financial  futures  contracts and options  thereon,  and enter into various
interest rate transactions such as swaps, caps, floors or collars (collectively,
all the above are called "Strategic  Transactions").  Strategic Transactions may
be used without limit    (except to the extent that 80% of the Funds' net assets
are required to be invested in tax-exempt municipal  securities,  and as limited
by the Funds' other investment  restrictions)      to attempt to protect against
possible  changes in the market value of  securities  held in or to be purchased
for the Funds'  portfolio  resulting from securities  markets  fluctuations,  to
protect the Funds' unrealized gains in the value of its portfolio securities, to
facilitate the sale of such  securities for investment  purposes,  to manage the
effective  maturity  or  duration  of the Funds'  portfolio,  or to  establish a
position in the derivatives markets as a temporary  substitute for purchasing or
selling particular  securities.  Some Strategic Transactions may also be used to
enhance  potential  gain  although no more than 5% of the Funds'  assets will be
committed to Strategic  Transactions entered into for non-hedging purposes.  Any
or all of  these  investment  techniques  may be  used  at any  time  and in any
combination,  and there is no  particular  strategy that dictates the use of one
technique rather than another, as use of any Strategic Transaction is a function
of numerous variables  including market conditions.  The ability of the Funds to
utilize these Strategic  Transactions  successfully will depend on the Adviser's
ability to predict  pertinent  market  movements,  which cannot be assured.  The
Funds will comply with  applicable  regulatory  requirements  when  implementing
these strategies,  techniques and instruments.  Strategic Transactions involving
financial  futures and options  thereon will be purchased,  sold or entered into
only for bona fide hedging, risk management or portfolio management purposes and
not for speculative purposes.

         Strategic  Transactions,  including  derivative  contracts,  have risks
associated  with them  including  possible  default  by the  other  party to the
transaction,  illiquidity  and, to the extent the  Adviser's  view as to certain
market  movements  is  incorrect,  the  risk  that  the  use of  such  Strategic
Transactions  could result in losses greater than if they had not been used. Use
of put and call  options  may result in losses to the  Funds,  force the sale or
purchase of portfolio  securities at inopportune times or for prices higher than
(in the case of put options) or lower than (in the case of call options) current
market  values,  limit the amount of  appreciation  the Funds can realize on its
investments or cause the Funds to hold a security it might  otherwise  sell. The
use of  options  and  futures  transactions  entails  certain  other  risks.  In
particular,  the  variable  degree of  correlation  between  price  movements of
futures contracts and price movements in the related  portfolio  position of the
Funds  creates the  possibility  that losses on the  hedging  instrument  may be
greater than gains in the value of the Funds' position. In addition, futures and
options   markets   may  not  be  liquid  in  all   circumstances   and  certain
over-the-counter  options may have no markets.  As a result, in certain markets,
the  Funds  might  not be able to  close  out a  transaction  without  incurring
substantial  losses,  if at  all.  Although  the  use  of  futures  and  options
transactions  for  hedging  should  tend to  minimize  the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any  potential  gain  which  might  result  from an  increase  in  value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential  financial risk than would purchases of
options,  where the  exposure  is  limited to the cost of the  initial  premium.
Losses resulting from the use of Strategic  Transactions  would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.

General  Characteristics of Options. Put options and call options typically have
similar structural  characteristics and operational  mechanics regardless of the
underlying  instrument on which they are purchased or sold.  Thus, the following
general  discussion relates to each of the particular types of options discussed
in greater  detail below.  In addition,  many Strategic  Transactions  involving
options  require  segregation of Fund assets in special  accounts,  as described
below under "Use of Segregated and Other Special Accounts."

         A put option  gives the  purchaser  of the  option,  upon  payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security,  commodity, index, currency or other instrument at the exercise price.
For instance,  a Fund's purchase of a put option on a security might be designed
to protect  its  holdings in the  underlying  instrument  (or, in some cases,  a
similar  instrument) against a substantial decline in the market value by giving
the Fund the right to sell such  instrument at the option exercise price. A call
option,  upon payment of a premium,  gives the purchaser of the option the right
to buy, and the seller the obligation to sell, the underlying  instrument at the
exercise  price.  A Fund's  purchase of a call  option on a security,  financial
future,  index, currency or other instrument might be intended to protect a Fund


                                       17
<PAGE>

against an increase in the price of the underlying instrument that it intends to
purchase  in the  future  by  fixing  the  price at which it may  purchase  such
instrument.  An American  style put or call option may be  exercised at any time
during  the  option  period  while a  European  style put or call  option may be
exercised only upon expiration or during a fixed period prior thereto. A Fund is
authorized to purchase and sell  exchange  listed  options and  over-the-counter
options  ("OTC  options").  Exchange  listed  options  are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"),  which guarantees
the  performance  of the  obligations  of  the  parties  to  such  options.  The
discussion  below uses the OCC as an example,  but is also  applicable  to other
financial intermediaries.

         With  certain  exceptions,  OCC  issued  and  exchange  listed  options
generally  settle by physical  delivery of the underlying  security or currency,
although in the future cash settlement may become  available.  Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is  "in-the-money"  (i.e.,  where the value of the underlying  instrument
exceeds,  in the case of a call  option,  or is less than,  in the case of a put
option,  the exercise  price of the option) at the time the option is exercised.
Frequently,  rather than taking or making delivery of the underlying  instrument
through  the process of  exercising  the  option,  listed  options are closed by
entering into  offsetting  purchase or sale  transactions  that do not result in
ownership of the new option.

         A Fund's  ability to close out its position as a purchaser or seller of
an OCC or exchange  listed put or call option is  dependent,  in part,  upon the
liquidity of the option market.  Among the possible reasons for the absence of a
liquid option market on an exchange are: (i)  insufficient  trading  interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading  halts,  suspensions  or other  restrictions  imposed  with  respect  to
particular  classes  or series of  options or  underlying  securities  including
reaching daily price limits;  (iv)  interruption of the normal operations of the
OCC or an exchange;  (v)  inadequacy of the  facilities of an exchange or OCC to
handle current  trading  volume;  or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant  market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.

         The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the  option  markets  close  before the  markets  for the  underlying  financial
instruments,  significant  price  and  rate  movements  can  take  place  in the
underlying markets that cannot be reflected in the option markets.

         OTC options are purchased from or sold to securities dealers, financial
institutions  or  other  parties  ("Counterparties")  through  direct  bilateral
agreement with the Counterparty.  In contrast to exchange listed options,  which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement,  term, exercise price,
premium,  guarantees and security, are set by negotiation of the parties. A Fund
will only sell OTC options that are subject to a buy-back provision permitting a
Fund to require the  Counterparty to sell the option back to a Fund at a formula
price within seven days. A Fund expects generally to enter into OTC options that
have cash settlement provisions, although it is not required to do so.

         Unless the  parties  provide  for it,  there is no central  clearing or
guaranty function in an OTC option.  As a result,  if the Counterparty  fails to
make or take delivery of the security,  currency or other instrument  underlying
an OTC option it has entered into with a Fund or fails to make a cash settlement
payment due in  accordance  with the terms of that option,  a Fund will lose any
premium  it paid  for the  option  as well  as any  anticipated  benefit  of the
transaction.  Accordingly,  the Adviser must assess the creditworthiness of each
such Counterparty or any guarantor or credit  enhancement of the  Counterparty's
credit to  determine  the  likelihood  that the terms of the OTC option  will be
satisfied.  A Fund  will  engage  in OTC  option  transactions  only  with  U.S.
government securities dealers recognized by the Federal Reserve Bank of New York
as "primary  dealers",  or broker  dealers,  domestic or foreign  banks or other
financial  institutions which have received (or the guarantors of the obligation
of which have received) a short-term credit rating of A-1 from Standard & Poor's
("S&P") or P-1 from  Moody's  Investors  Service  ("Moody's")  or an  equivalent
rating from any other  nationally  recognized  statistical  rating  organization
("NRSRO") or are  determined to be of equivalent  credit quality by the Adviser.
The staff of the SEC currently takes the position that OTC options  purchased by
a Fund, and portfolio  securities  "covering" the amount of a Fund's  obligation
pursuant  to an OTC  option  sold by it  (the  cost of the  sell-back  plus  the
in-the-money  amount,  if  any)  are  illiquid,  and  are  subject  to a  Fund's
limitation on investing no more than 10% of its assets in illiquid securities.


                                       18
<PAGE>

         If a Fund sells a call  option,  the premium that it receives may serve
as a partial hedge, to the extent of the option  premium,  against a decrease in
the value of the  underlying  securities or instruments in its portfolio or will
increase a Fund's income. The sale of put options can also provide income.

         A Fund may purchase and sell call options on securities  including U.S.
Treasury  and  agency   securities,   municipal   obligations,   mortgage-backed
securities  and  Eurodollar  instruments  that are  traded on U.S.  and  foreign
securities  exchanges  and in the  over-the-counter  markets,  and on securities
indices and futures contracts. All calls sold by a Fund must be "covered" (i.e.,
a Fund must own the securities or futures  contract subject to the call) or must
meet the asset segregation  requirements  described below as long as the call is
outstanding.  Even though a Fund will receive the option premium to help protect
it against  loss,  a call sold by a Fund  exposes a Fund  during the term of the
option to possible loss of  opportunity  to realize  appreciation  in the market
price of the underlying  security or instrument and may require a Fund to hold a
security or instrument which it might otherwise have sold.

         A Fund may purchase and sell put options on securities,  including U.S.
Treasury   and  agency   securities,   mortgage-backed   securities,   municipal
obligations  and  Eurodollar  instruments  (whether  or not it holds  the  above
securities in its  portfolio)  and on securities  indices and futures  contracts
other  than  futures  on  individual   corporate  debt  and  individual   equity
securities. A Fund will not sell put options if, as a result, more than 50% of a
Fund's  assets  would  be  required  to be  segregated  to cover  its  potential
obligations  under such put options other than those with respect to futures and
options  thereon.  In selling  put  options,  there is a risk that a Fund may be
required to buy the  underlying  security at a  disadvantageous  price above the
market price.

General  Characteristics  of Futures.  A Fund may enter into  financial  futures
contracts  or purchase or sell put and call  options on such  futures as a hedge
against anticipated  interest rate or fixed-income market changes,  for duration
management and for risk management  purposes.  Futures are generally  bought and
sold on the commodities  exchanges where they are listed with payment of initial
and variation  margin as described below. The sale of a futures contract creates
a firm  obligation  by a Fund,  as seller,  to deliver to the buyer the specific
type of financial  instrument  called for in the  contract at a specific  future
time for a specified  price (or,  with respect to index  futures and  Eurodollar
instruments,  the net cash amount).  Options on futures contracts are similar to
options on  securities  except  that an option on a futures  contract  gives the
purchaser  the right in return for the  premium  paid to assume a position  in a
futures contract and obligates the seller to deliver such position.

         A Fund's use of financial futures and options thereon will in all cases
be consistent  with  applicable  regulatory  requirements  and in particular the
rules and regulations of the Commodity  Futures  Trading  Commission and will be
entered into only for bona fide hedging,  risk  management  (including  duration
management) or other portfolio  management  purposes.  Typically,  maintaining a
futures  contract or selling an option thereon requires a Fund to deposit with a
financial  intermediary  as security  for its  obligations  an amount of cash or
other specified  assets (initial  margin) which initially is typically 1% to 10%
of the face amount of the  contract  (but may be higher in some  circumstances).
Additional  cash or assets  (variation  margin) may be required to be  deposited
thereafter  on a  daily  basis  as the  mark to  market  value  of the  contract
fluctuates.  The purchase of options on financial  futures involves payment of a
premium for the option without any further  obligation on the part of a Fund. If
a Fund  exercises  an option on a futures  contract it will be obligated to post
initial margin (and  potential  subsequent  variation  margin) for the resulting
futures  position  just as it would  for any  position.  Futures  contracts  and
options thereon are generally settled by entering into an offsetting transaction
but  there  can be no  assurance  that  the  position  can be  offset  prior  to
settlement at an advantageous price, nor that delivery will occur.

         A Fund will not enter into a futures contract or related option (except
for closing transactions) if, immediately  thereafter,  the sum of the amount of
its initial  margin and premiums on open futures  contracts and options  thereon
would exceed 5% of a Fund's total assets (taken at current value);  however,  in
the case of an option  that is  in-the-money  at the time of the  purchase,  the
in-the-money  amount may be  excluded  in  calculating  the 5%  limitation.  The
segregation  requirements  with respect to futures contracts and options thereon
are described below.

Options on  Securities  Indices  and Other  Financial  Indices.  A Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through  the sale or  purchase  of options  on  individual  securities  or other
instruments.  Options on  securities  indices  and other  financial  indices are
similar to options on a security or other  instrument  except that,  rather than
settling by physical delivery of the underlying instrument,  they settle by cash
settlement,  i.e.,  an option on an index gives the holder the right to receive,


                                       19
<PAGE>

upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds,  in the case of a call, or is less than,
in the case of a put, the exercise  price of the option  (except if, in the case
of an OTC option, physical delivery is specified).  This amount of cash is equal
to the excess of the closing  price of the index over the exercise  price of the
option,  which  also may be  multiplied  by a formula  value.  The seller of the
option is  obligated,  in return for the premium  received,  to make delivery of
this  amount.  The  gain or loss on an  option  on an  index  depends  on  price
movements in the instruments making up the market,  market segment,  industry or
other  composite  on which the  underlying  index is based,  rather  than  price
movements in  individual  securities,  as is the case with respect to options on
securities.

Combined Transactions.  A Fund may enter into multiple  transactions,  including
multiple  options  transactions,  multiple  futures  transactions  and  multiple
interest rate transactions and any combination of futures,  options and interest
rate  transactions  ("component"  transactions),  instead of a single  Strategic
Transaction,  as part of a single or combined  strategy  when, in the opinion of
the  Adviser,  it is in the  best  interests  of a Fund  to do  so.  A  combined
transaction  will usually  contain  elements of risk that are present in each of
its component transactions.  Although combined transactions are normally entered
into based on the Adviser's  judgment that the combined  strategies  will reduce
risk or otherwise  more  effectively  achieve the desired  portfolio  management
goal, it is possible that the  combination  will instead  increase such risks or
hinder achievement of the portfolio management objective.

Swaps, Caps, Floors and Collars.  Among the Strategic  Transactions into which a
Fund may enter are  interest  rate and index  swaps and the  purchase or sale of
related  caps,  floors  and  collars.   A  Fund  expects  to  enter  into  these
transactions primarily to preserve a return or spread on a particular investment
or portion of its portfolio,  as a duration  management  technique or to protect
against any increase in the price of securities a Fund anticipates purchasing at
a later  date.  A Fund  intends to use these  transactions  as hedges and not as
speculative  investments and will not sell interest rate caps or floors where it
does not own securities or other instruments  providing the income stream a Fund
may be obligated to pay. Interest rate swaps involve the exchange by a Fund with
another party of their respective commitments to pay or receive interest,  e.g.,
an exchange of floating  rate payments for fixed rate payments with respect to a
notional  amount of principal.  An index swap is an agreement to swap cash flows
on a notional  amount based on changes in the values of the  reference  indices.
The purchase of a cap entitles the  purchaser to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined  interest rate or amount.  The purchase of a floor
entitles the purchaser to receive  payments on a notional  principal amount from
the party selling such floor to the extent that a specified  index falls below a
predetermined  interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a  predetermined  range of interest
rates or values.

         A Fund will  usually  enter into swaps on a net  basis,  i.e.,  the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the  instrument,  with a Fund receiving or paying,  as the case may
be,  only the net amount of the two  payments.  Inasmuch as these  swaps,  caps,
floors and collars are entered into for good faith hedging purposes, the Adviser
and a Fund believe such  obligations do not constitute  senior  securities under
the 1940 Act and,  accordingly,  will not  treat  them as being  subject  to its
borrowing  restrictions.  A Fund will not enter  into any  swap,  cap,  floor or
collar  transaction  unless, at the time of entering into such transaction,  the
unsecured  long-term  debt  of  the  Counterparty,   combined  with  any  credit
enhancements,  is rated at least A by S&P or Moody's or has an equivalent rating
from an  NRSRO  or is  determined  to be of  equivalent  credit  quality  by the
Adviser. If there is a default by the Counterparty,  a Fund may have contractual
remedies pursuant to the agreements related to the transaction.  The swap market
has  grown  substantially  in  recent  years  with a large  number  of banks and
investment  banking  firms  acting both as  principals  and as agents  utilizing
standardized  swap  documentation.  As a  result,  the swap  market  has  become
relatively  liquid.  Caps,  floors and collars are more recent  innovations  for
which  standardized   documentation  has  not  yet  been  fully  developed  and,
accordingly, they are less liquid than swaps.

Eurodollar  Instruments.  A Fund may make investments in Eurodollar instruments.
Eurodollar instruments are U.S.  dollar-denominated futures contracts or options
thereon  which are  linked  to the  London  Interbank  Offered  Rate  ("LIBOR"),
although  foreign  currency-denominated  instruments  are available from time to
time.  Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the lending of funds and sellers to obtain a fixed rate for  borrowings.  A Fund
might use  Eurodollar  futures  contracts  and options  thereon to hedge against
changes in LIBOR, to which many interest rate swaps and fixed income instruments
are linked.


                                       20
<PAGE>

Risks of Strategic  Transactions  Outside the U.S.  When  conducted  outside the
U.S., Strategic  Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees,  and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities,  currencies and other instruments.  The value of such positions also
could be adversely affected by: (i) other complex foreign  political,  legal and
economic factors,  (ii) lesser availability than in the U.S. of data on which to
make trading  decisions,  (iii) delays in a Fund's  ability to act upon economic
events occurring in foreign markets during  non-business hours in the U.S., (iv)
the  imposition of different  exercise and  settlement  terms and procedures and
margin  requirements  than  in the  U.S.,  and  (v)  lower  trading  volume  and
liquidity.

Use of Segregated and Other Special Accounts.  Many Strategic  Transactions,  in
addition to other requirements,  require that a Fund segregate liquid high grade
assets with its  custodian  to the extent  Fund  obligations  are not  otherwise
"covered" through ownership of the underlying security or financial  instrument.
In general, either the full amount of any obligation by a Fund to pay or deliver
securities or assets must be covered at all times by the securities, instruments
or  currency   required  to  be  delivered,   or,   subject  to  any  regulatory
restrictions,  an amount of cash or liquid high grade  securities at least equal
to the current amount of the obligation  must be segregated  with the custodian.
The segregated assets cannot be sold or transferred unless equivalent assets are
substituted in their place or it is no longer  necessary to segregate  them. For
example,  a call  option  written  by a Fund  will  require  a Fund to hold  the
securities  subject  to the  call (or  securities  convertible  into the  needed
securities without  additional  consideration) or to segregate liquid high-grade
securities  sufficient  to purchase  and deliver the  securities  if the call is
exercised.  A call option sold by a Fund on an index will  require a Fund to own
portfolio  securities which correlate with the index or to segregate liquid high
grade assets equal to the excess of the index value over the exercise price on a
current  basis.  A put  option  written by a Fund  requires a Fund to  segregate
liquid, high grade assets equal to the exercise price.

         OTC options  entered  into by a Fund,  including  those on  securities,
financial  instruments  or  indices  and OCC issued and  exchange  listed  index
options,  will generally provide for cash settlement.  As a result,  when a Fund
sells these  instruments it will only segregate an amount of assets equal to its
accrued net  obligations,  as there is no requirement for payment or delivery of
amounts  in excess of the net  amount.  These  amounts  will  equal  100% of the
exercise  price  in the  case  of a non  cash-settled  put,  the  same as an OCC
guaranteed  listed  option sold by a Fund, or the  in-the-money  amount plus any
sell-back formula amount in the case of a cash-settled put or call. In addition,
when a Fund  sells a call  option  on an index at a time  when the  in-the-money
amount  exceeds the  exercise  price,  a Fund will  segregate,  until the option
expires  or is  closed  out,  cash or cash  equivalents  equal  in value to such
excess.  OCC issued and exchange  listed options sold by a Fund other than those
above  generally  settle with physical  delivery,  or with an election of either
physical  delivery or cash  settlement  and a Fund will  segregate  an amount of
assets equal to the full value of the option. OTC options settling with physical
delivery,  or with an election of either physical  delivery or cash  settlement,
will be treated the same as other options settling with physical delivery.

         In the case of a futures  contract  or an option  thereon,  a Fund must
deposit  initial  margin and  possible  daily  variation  margin in  addition to
segregating  assets  sufficient  to meet its  obligation  to purchase or provide
securities  or  currencies,  or to pay the amount owed at the  expiration  of an
index-based futures contract. Such assets may consist of cash, cash equivalents,
liquid debt or equity securities or other acceptable assets.

         With respect to swaps, a Fund will accrue the net amount of the excess,
if any, of its obligations over its entitlements  with respect to each swap on a
daily basis and will segregate an amount of cash or liquid high grade securities
having a value equal to the accrued  excess.  Caps,  floors and collars  require
segregation of assets with a value equal to a Fund's net obligation, if any.

         Strategic  Transactions  may be covered by other means when  consistent
with  applicable  regulatory  policies.  A Fund may also enter  into  offsetting
transactions so that its combined position,  coupled with any segregated assets,
equals  its  net  outstanding   obligation  in  related  options  and  Strategic
Transactions.  For  example,  a Fund  could  purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by a Fund. Moreover, instead of segregating assets if a Fund held a futures
or forward  contract,  it could  purchase  a put  option on the same  futures or
forward  contract  with a strike  price as high or higher  than the price of the
contract held. Other Strategic  Transactions may also be offset in combinations.
If the  offsetting  transaction  terminates  at the time of or after the primary
transaction no segregation is required, but if it terminates prior to such time,
assets equal to any remaining obligation would need to be segregated.


                                       21
<PAGE>

         A Fund's activities involving Strategic  Transactions may be limited by
the requirements of Subchapter M of the Internal Revenue Code for  qualification
as a regulated investment company. (See "TAXES.")

Trustees' Power to Change Objectives and Policies

         The  objectives  and  policies  of the  Funds  described  above  may be
changed,  unless expressly stated to the contrary,  by their respective Trustees
without a vote of their shareholders.

Investment Restrictions

         Unless  specified  to the  contrary,  the  following  restrictions  are
fundamental  policies  and may not be changed  with respect to each of the Funds
without the approval of a majority of the outstanding  voting securities of such
Fund  which,  under  the 1940 Act and the rules  thereunder  and as used in this
Statement of Additional  Information,  means the lesser of (1) 67% of the shares
of such  Fund  present  at a  meeting  if the  holders  of more  than 50% of the
outstanding  shares of such Fund are present in person or by proxy,  or (2) more
than 50% of the outstanding shares of such Fund. Any nonfundamental  policy of a
Fund  may be  modified  by the  Fund's  Trustees  without  a vote of the  Fund's
shareholders.

         Any investment  restrictions  herein which involve a maximum percentage
of securities or assets shall not be considered to be violated  unless an excess
over the percentage occurs  immediately  after, and is caused by, an acquisition
or encumbrance of securities or assets of, or borrowings by, the Funds.

         As a matter of fundamental policy, Scudder Tax Free Money Fund may not:

         (1)      with respect to 75% of its total assets taken at market value,
                  purchase  more than 10% of the  voting  securities  of any one
                  issuer or invest more than 5% of the value of its total assets
                  in the securities of any one issuer, except obligations issued
                  or  guaranteed  by  the  U.S.  Government,  its  agencies,  or
                  instrumentalities  and except  securities of other  investment
                  companies;

         (2)      borrow money except as a temporary  measure for  extraordinary
                  or  emergency  purposes or except in  connection  with reverse
                  repurchase agreements;  provided that the Fund maintains asset
                  coverage of 300% for all borrowings;

         (3)      purchase or sell real estate  (except that the Fund may invest
                  in (i)  securities  of companies  which deal in real estate or
                  mortgages,  and (ii)  securities  secured  by real  estate  or
                  interests therein); the Fund may not purchase or sell physical
                  commodities or contracts relating to physical commodities;

         (4)      act as  underwriter  of securities  issued by others except to
                  the extent that it may be deemed an  underwriter in connection
                  with the disposition of portfolio securities of the Fund;

         (5)      make loans to other  persons,  except  (a) loans of  portfolio
                  securities,  and  (b)  to  the  extent  that  the  entry  into
                  repurchase  agreements and the purchase of debt  securities in
                  accordance  with  its  investment  objectives  and  investment
                  policies may be deemed to be loans;

         (6)      issue senior  securities,  except as  appropriate  to evidence
                  indebtedness  which it is  permitted  to incur and  except for
                  shares of the separate classes or series of the Fund;

         (7)      purchase (a) private  activity bonds or (b)  securities  which
                  are neither  municipal  obligations  or securities of the U.S.
                  Government,  its agencies or  instrumentalities,  if in either
                  case the  purchase  would  cause  more than 25% of the  market
                  value of its total  assets at the time of such  purchase to be
                  invested in the securities of one or more issuers having their
                  principal  business  activities  in  the  same  industry  (for
                  purposes  of  this   restriction,   telephone   companies  are
                  considered to be in a separate  industry from gas and electric
                  public  utilities,  and  wholly-owned  finance  companies  are
                  considered  to be in the  industry  of their  parents if their
                  activities  are primarily  related to financing the activities
                  of their parents);


                                       22
<PAGE>

         (8)      purchase  securities  other than those described in the Fund's
                  prospectus or statement of additional information; or

         (9)      purchase  securities  which are not municipal  obligations  if
                  such  purchase  would cause more than 20% of the Fund's  total
                  assets to be invested in such securities, except that the Fund
                  may  invest  more  than  20%  of  its  total  assets  in  such
                  securities prior to the time normal operating  conditions have
                  been achieved and during other than normal market conditions.

         In addition,  as a matter of  nonfundamental  policy,  Scudder Tax Free
Money Fund may not:

         (a)      purchase  or  retain  securities  of any  open-end  investment
                  company,  or  securities of  closed-end  investment  companies
                  except by purchase in the open market where no  commission  or
                  profit to a sponsor or dealer results from such purchases,  or
                  except when such purchase, though not made in the open market,
                  is part of a plan of merger, consolidation,  reorganization or
                  acquisition of assets;  in any event the Fund may not purchase
                  more than 3% of the outstanding  voting  securities of another
                  investment company,  may not invest more than 5% of its assets
                  in another  investment  company,  and may not invest more than
                  10% of its assets in other investment companies;

         (b)      pledge, mortgage or hypothecate its assets in excess, together
                  with permitted borrowings, of 1/3 of its total assets;

         (c)      purchase  or  retain  securities  of an  issuer  any of  whose
                  officers,  directors,  trustees  or  security  holders  is  an
                  officer, director or trustee of the Fund or a member, officer,
                  director or trustee of the  investment  adviser of the Fund if
                  one or more of such  individuals owns  beneficially  more than
                  one-half of one percent  (1/2%) of the  outstanding  shares or
                  securities  or both (taken at market value) of such issuer and
                  such  individuals  owning  more than  one-half  of one percent
                  (1/2%) of such shares or securities  together own beneficially
                  more than 5% of such shares or securities or both;

         (d)      purchase securities on margin or make short sales,  unless, by
                  virtue of its ownership of other securities,  it has the right
                  to  obtain  securities  equivalent  in kind and  amount to the
                  securities sold and, if the right is conditional,  the sale is
                  made upon the same conditions, except that the Fund may obtain
                  such short-term  credits as may be necessary for the clearance
                  of purchases and sales of securities;

         (e)      invest more than 10% of its net assets in securities which are
                  not readily marketable, the disposition of which is restricted
                  under Federal securities laws, or in repurchase agreements not
                  terminable  within 7 days,  and the Fund will not invest  more
                  than 5% of its total assets in restricted securities;

         (f)      purchase  securities  of any issuer with a record of less than
                  three years  continuous  operations,  including  predecessors,
                  except U.S. Government securities,  securities of such issuers
                  which  are  rated  by  at  least  one  nationally   recognized
                  statistical  rating  organization,  municipal  obligations and
                  obligations  issued or guaranteed by any foreign government or
                  its  agencies or  instrumentalities,  if such  purchase  would
                  cause  the  investments  of the  Fund in all such  issuers  to
                  exceed  5% of the  total  assets  of the Fund  taken at market
                  value;

         (g)      invest in oil, gas or other mineral leases,  or exploration or
                  development  programs (although it may invest in issuers which
                  own or invest in such interests);

         (h)      borrow  money in excess of 5% of its  total  assets  (taken at
                  market value) or borrow other than from banks;

         (i)      purchase  warrants if as a result  warrants taken at the lower
                  of cost or market  value would  represent  more than 5% of the
                  value of the  Fund's  total net  assets or more than 2% of its
                  net assets in warrants  that are not listed on the New York or
                  American  Stock  Exchanges or on an exchange  with  comparable
                  listing  requirements (for this purpose,  warrants attached to
                  securities  will be deemed to have no value),  unless attached
                  to other securities in which it is permitted to invest;


                                       23
<PAGE>

         (j)      purchase or sell any put or call  options or any  combinations
                  thereof, except that it may acquire rights to resell municipal
                  obligations at an agreed upon price and at or within an agreed
                  upon time ("Stand-by Commitments");

         (k)      purchase or sell real estate limited partnership interests; or

         (l)      make loans unless all loans of portfolio  securities are fully
                  collateralized and marked to market daily.

   
         As a matter of fundamental  policy,  Scudder Limited Term Tax Free Fund
may not:

         (1)      with  respect  to 75% of the value of the total  assets of the
                  Fund invest  more than 5% of the value of the total  assets of
                  the Fund in the  securities  of any one  issuer,  except  U.S.
                  Government securities;

         (2)      borrow  money,  except  from  banks  or  pursuant  to  reverse
                  repurchase agreements as a temporary measure for extraordinary
                  or emergency  purposes (the Fund is required to maintain asset
                  coverage  [including  borrowings] of 300% for all  borrowings)
                  and no purchases of securities for the Fund will be made while
                  borrowings of the Fund exceed 5% of the Fund's assets;

         (3)      purchase  and  sell  real  estate  (though  it may  invest  in
                  securities of companies which deal in real estate and in other
                  permitted  investments  secured by real  estate)  or  physical
                  commodities or physical commodities contracts;

         (4)      act as underwriter  of the securities  issued by others except
                  to the extent that the purchase of  securities  in  accordance
                  with its investment  objectives and policies directly from the
                  issuer thereof and the later disposition thereof may be deemed
                  to be underwriting;

         (5)      issue senior  securities,  except as  appropriate  to evidence
                  indebtedness  which the Fund is permitted to incur pursuant to
                  Investment  Restriction  (2)  and  except  for  shares  of the
                  separate series of the Trust,  shares of each of which will be
                  preferred in  liquidation  and as to dividends  over all other
                  series  of the  Trust  with  respect  to  assets  specifically
                  allocated to that series;

         (6)      purchase the  securities of any issuer if such purchase  would
                  cause more than 10% of the voting securities of such issuer to
                  be held by the Fund;

         (7)      purchase from or sell to any of its officers and Trustees, its
                  investment adviser, its principal  underwriter or the officers
                  or   directors   of  its   investment   adviser  or  principal
                  underwriter, portfolio securities of the Fund; or

         (8)      purchase  (i)  pollution  control and  industrial  development
                  bonds or (ii) securities  which are not municipal  obligations
                  if the purchase  would cause more than 25% in the aggregate of
                  the market  value of the total  assets of the Fund at the time
                  of such  purchase to be invested in the  securities  of one or
                  more issuers having their principal business activities in the
                  same industry.

         (9)      make loans to other  persons,  except  (a) loans of  portfolio
                  securities,  and (b) to the extent  the entry into  repurchase
                  agreements  and the purchase of debt  securities in accordance
                  with its investment  objectives and investment policies may be
                  deemed to be loans.

         In addition, as a matter of nonfundamental policy, Scudder Limited Term
Tax Free Fund may not:

         (a)      make securities  loans if the value of such securities  loaned
                  exceeds  30% of the value of the  Fund's  total  assets at the
                  time any loan is made; all loans of portfolio  securities will
                  be fully collateralized and marked to market daily;

         (b)      purchase  or sell  interests  in  oil,  gas or  other  mineral
                  leases,  or exploration or development  programs  (although it
                  may  invest  in  municipal  obligations  and  other  permitted
                  investments of issuers which own or invest in such interests);


                                       24
<PAGE>

         (c)      purchase  or  retain  securities  of any  open-end  investment
                  company  or  securities  of  closed-end  investment  companies
                  except by purchase in the open market where no  commission  or
                  profit to a sponsor or dealer results from such purchases,  or
                  except when such purchase, though not made in the open market,
                  is part of a plan of merger, consolidation,  reorganization or
                  acquisition of assets;  in any event the Fund may not purchase
                  more than 3% of the outstanding  voting  securities of another
                  investment company,  may not invest more than 5% of its assets
                  in another  investment  company,  and may not invest more than
                  10% of its assets in other investment companies;

         (d)      purchase restricted  securities (for these purposes restricted
                  security   means  a  security  with  a  legal  or  contractual
                  restriction  on  resale in the  principal  market in which the
                  security is traded),  including repurchase agreements maturing
                  in more than seven days and  securities  which are not readily
                  marketable  if as a result  more  than 10% of the  Fund's  net
                  assets  (valued at market at  purchase)  would be  invested in
                  such securities;

         (e)      purchase  securities if, as a result thereof,  more than 5% of
                  the  value of the  Fund's  net  assets  would be  invested  in
                  restricted  securities (for these purposes restricted security
                  means a security with a legal or  contractual  restriction  on
                  resale  in the  principal  market  in which  the  security  is
                  traded);

         (f)      buy options on securities or financial instruments, unless the
                  aggregate  premiums  paid on all such options held by the Fund
                  at any time do not exceed 20% of the value of its net  assets;
                  or sell  put  options  on  securities  if,  as a  result,  the
                  aggregate value of the obligations underlying such put options
                  would exceed 50% of the Fund's net assets;

         (g)      enter into  futures  contracts  or  purchase  options  thereon
                  unless  immediately  after  the  purchase,  the  value  of the
                  aggregate initial margin with respect to all futures contracts
                  entered into on behalf of the Fund and the  premiums  paid for
                  options  on futures  contracts  does not exceed 5% of the fair
                  market value of the Fund's total assets; provided, that in the
                  case  of an  option  that  is  in-the-money  at  the  time  of
                  purchase, the in-the-money amount may be excluded in computing
                  the 5% limit;

         (h)      purchase or sell real estate limited partnership interests;

         (i)      purchase securities which are not tax free obligations if such
                  purchase  would cause more than 20% of its total  assets to be
                  invested  in  such  securities,   except  that  for  temporary
                  defensive   purposes   or   to   meet   temporary    liquidity
                  requirements,  or if there  is an  unusual  disparity  between
                  after-tax income on taxable and municipal securities, the Fund
                  may invest more than 20% of its total assets in securities the
                  interest  income  from which may be subject to federal  income
                  tax.

         (j)      participate  on a joint or a joint  and  several  basis in any
                  trading  account  in  securities,  but may for the  purpose of
                  possibly   achieving   better   net   results   on   portfolio
                  transactions  or lower  brokerage  commission  rates join with
                  other  investment  company  and  client  accounts  managed  by
                  Scudder, Stevens & Clark, Inc. in the purchase or sale of debt
                  obligations;

         (k)      purchase  or  retain  securities  of an  issuer  any of  whose
                  officers,  directors,  trustees  or  security  holders  is  an
                  officer or Trustee of the Fund or a member, officer,  director
                  or  trustee  of the  investment  adviser of the Fund if one or
                  more of such individuals owns  beneficially more than one-half
                  of one percent (1/2 of 1%) of the shares or securities or both
                  (taken at market  value) of such  issuer and such  individuals
                  owning more than  one-half of one percent  (1/2 of 1%) of such
                  shares or securities together own beneficially more than 5% of
                  such shares or securities or both;

         (l)      purchase  securities on margin or make short sales unless,  by
                  virtue of its ownership of other securities,  it has the right
                  to  obtain  securities  equivalent  in kind and  amount to the
                  securities sold and, if the right is conditional,  the sale is
                  made upon the same conditions;

         (m)      purchase  securities  of any issuer with a record of less than
                  three years'  continuous  operation,  including  predecessors,
                  except  (i)  obligations  issued  or  guaranteed  by the  U.S.


                                       25
<PAGE>

                  Government or its agencies or (ii) municipal obligations which
                  are rated by at least one nationally recognized municipal bond
                  rating  service,  if such  purchase  would  cause  the  Fund's
                  investments  in all such  issuers  to exceed 5% of the  Fund's
                  total assets taken at market value;

         SLTTFF has no current  intention of engaging in any borrowing,  lending
of portfolio securities or investing in closed-end investment companies.
    

         As a matter of  fundamental  policy,  Scudder Medium Term Tax Free Fund
may not:

         (1)      with  respect  to 75% of the value of the total  assets of the
                  Fund invest  more than 5% of the value of the total  assets of
                  the Fund in the  securities  of any one  issuer,  except  U.S.
                  Government securities;

         (2)      borrow  money,  except  from  banks  or  pursuant  to  reverse
                  repurchase agreements as a temporary measure for extraordinary
                  or emergency  purposes (the Fund is required to maintain asset
                  coverage  [including  borrowings] of 300% for all  borrowings)
                  and no purchases of securities for the Fund will be made while
                  borrowings  of the Fund  exceed 5% of the Fund's  assets  (the
                  payment  of  interest  on  borrowings  will  reduce the Fund's
                  income);

         (3)      purchase  and  sell  real  estate  (though  it may  invest  in
                  securities of companies which deal in real estate and in other
                  permitted  investments  secured by real  estate)  or  physical
                  commodities or physical commodities contracts;

         (4)      act as underwriter  of the securities  issued by others except
                  to the extent  that it may be deemed to be an  underwriter  in
                  connection  with the purchase of securities in accordance with
                  its  investment  objectives  and  policies  directly  from the
                  issuer thereof and the later disposition thereof may be deemed
                  to be underwriting;

         (5)      make loans to other  persons,  except to the  extent  that the
                  purchase of debt obligations in accordance with its investment
                  objectives   and  policies  and  the  entry  into   repurchase
                  agreements may be deemed to be loans. The purchase of all of a
                  publicly offered issue of debt obligations or all or a portion
                  of  non-publicly  offered debt  obligations  may be deemed the
                  making of a loan for this purpose,  but, although not a policy
                  which  may be  changed  only  by a vote  of the  shareholders,
                  management  expects that such  securities  would seldom exceed
                  25% of the net assets of the Fund.  These  securities  are not
                  expected to comprise a major part of the Fund's investments;

         (6)      issue senior  securities,  except as  appropriate  to evidence
                  indebtedness  which the Fund is permitted to incur pursuant to
                  Investment  Restriction  (2)  and  except  for  shares  of the
                  separate series of the Trust,  shares of each of which will be
                  preferred in  liquidation  and as to dividends  over all other
                  series  of the  Trust  with  respect  to  assets  specifically
                  allocated to that series;

         (7)      purchase the  securities of any issuer if such purchase  would
                  cause more than 10% of the voting securities of such issuer to
                  be held by the Fund (the Fund has not employed  this  practice
                  within the last year nor does it have any current intention of
                  doing so in the foreseeable future);

         (8)      purchase from or sell to any of its officers and Trustees, its
                  investment adviser, its principal underwriter or the officers,
                  directors and partners of its investment  adviser or principal
                  underwriter, portfolio securities of the Fund; or

         (9)      purchase  (i)  pollution  control and  industrial  development
                  bonds or (ii) securities  which are not municipal  obligations
                  if the purchase  would cause more than 25% in the aggregate of
                  the market  value of the total  assets of the Fund at the time
                  of such  purchase to be invested in the  securities  of one or
                  more issuers having their principal business activities in the
                  same industry.


                                       26
<PAGE>

         In addition, as a matter of nonfundamental  policy, Scudder Medium Term
Tax Free Fund may not:

         (a)      enter into  repurchase  agreements or purchase any  securities
                  if, as a result thereof,  more than 10% of the total assets of
                  the Fund (taken at market  value) would be, in the  aggregate,
                  subject to repurchase  agreements  maturing in more than seven
                  days and invested in restricted securities or securities which
                  are not readily marketable:

         (b)      participate  on a joint or a joint  and  several  basis in any
                  trading  account  in  securities,  but may for the  purpose of
                  possibly   achieving   better   net   results   on   portfolio
                  transactions  or lower  brokerage  commission  rates join with
                  other  investment  company  and  client  accounts  managed  by
                  Scudder,  Stevens  &  Clark  in the  purchase  or sale of debt
                  obligations;

         (c)      purchase  or  retain  securities  of an  issuer  any of  whose
                  officers,  directors,  trustees  or  security  holders  is  an
                  officer or Trustee of the Fund or a member, officer,  director
                  or  trustee  of the  investment  adviser of the Fund if one or
                  more of such individuals owns  beneficially more than one-half
                  of one percent (1/2 of 1%) of the shares or securities or both
                  (taken at market  value) of such  issuer and such  individuals
                  owning more than  one-half of one percent  (1/2 of 1%) of such
                  shares or securities together own beneficially more than 5% of
                  such shares or securities or both;

         (d)      purchase  securities on margin or make short sales unless,  by
                  virtue of its ownership of other securities,  it has the right
                  to  obtain  the  same  securities  in the same  amount  as the
                  securities sold and, if the right is conditional,  the sale is
                  made  upon  the  same  conditions,  except  that  the Fund may
                  maintain  short  positions  in  forward  currency   contracts,
                  options   and   futures   contracts,   subject  to  any  legal
                  requirements concerning segregation;

         (e)      purchase  securities  of any issuer with a record of less than
                  three years'  continuous  operation,  including  predecessors,
                  except  (i)  obligations  issued  or  guaranteed  by the  U.S.
                  Government or its agencies or (ii) municipal obligations which
                  are rated by at least one nationally recognized municipal bond
                  rating  service,  if such  purchase  would  cause  the  Fund's
                  investments  in all such  issuers  to exceed 5% of the  Fund's
                  total assets taken at market value;

         (f)      purchase  or sell  interests  in  oil,  gas or  other  mineral
                  leases,  or exploration or development  programs  (although it
                  may  invest  in  municipal  obligations  and  other  permitted
                  investments of issuers which own or invest in such interests);

         (g)      invest in the securities of other investment companies, except
                  by purchase in the open market when 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  on the  open  market,  is part of a plan of
                  merger or consolidation;

         (h)      purchase  warrants,  unless  attached to other  securities  in
                  which it is permitted to invest;

         (i)      purchase restricted  securities (for these purposes restricted
                  security   means  a  security  with  a  legal  or  contractual
                  restriction  on  resale in the  principal  market in which the
                  security is traded),  including repurchase agreements maturing
                  in more than seven days and  securities  which are not readily
                  marketable  if as a result  more  than 10% of the  Fund's  net
                  assets  (valued at market at  purchase)  would be  invested in
                  such securities;

         (j)      purchase  securities if, as a result thereof,  more than 5% of
                  the  value of the  Fund's  net  assets  would be  invested  in
                  restricted  securities (for these purposes restricted security
                  means a security with a legal or  contractual  restriction  on
                  resale  in the  principal  market  in which  the  security  is
                  traded);

         (k)      buy options on securities or financial instruments, unless the
                  aggregate  premiums  paid on all such options held by the Fund
                  at any time do not exceed 20% of the value of its net  assets;


                                       27
<PAGE>

                  or sell  put  options  on  securities  if,  as a  result,  the
                  aggregate value of the obligations underlying such put options
                  would exceed 50% of the Fund's net assets;

         (l)      enter into  futures  contracts  or  purchase  options  thereon
                  unless  immediately  after  the  purchase,  the  value  of the
                  aggregate initial margin with respect to all futures contracts
                  entered into on behalf of the Fund and the  premiums  paid for
                  options  on futures  contracts  does not exceed 5% of the fair
                  market value of the Fund's total assets; provided, that in the
                  case  of an  option  that  is  in-the-money  at  the  time  of
                  purchase, the in-the-money amount may be excluded in computing
                  the 5% limit;

         (m)      purchase or sell real estate limited partnership interests; or

         (n)      purchase securities which are not tax free obligations if such
                  purchase  would cause more than 20% of its total  assets to be
                  invested  in  such  securities,   except  that  for  temporary
                  defensive   purposes   or   to   meet   temporary    liquidity
                  requirements,  the Fund may invest  more than 20% of its total
                  assets in  securities  the  interest  income from which may be
                  subject to federal income tax.

         Additionally,  the Fund has not  engaged in  borrowing  during its last
fiscal year and has no current  intention of borrowing money for the foreseeable
future.

         As a matter of fundamental  policy,  each of Scudder Managed  Municipal
Bonds and Scudder High Yield Tax Free Fund may not:

         (1)      with respect to 75% of its total assets taken at market value,
                  purchase  more than 10% of the  voting  securities  of any one
                  issuer or invest more than 5% of the value of its total assets
                  in the securities of any one issuer, except obligations issued
                  or  guaranteed  by  the  U.S.  Government,   its  agencies  or
                  instrumentalities  and except  securities of other  investment
                  companies;

         (2)      borrow money except as a temporary  measure for  extraordinary
                  or  emergency  purposes or except in  connection  with reverse
                  repurchase agreements;  provided that the Fund maintains asset
                  coverage of 300% for all borrowings;

         (3)      purchase or sell real estate  (except that the Fund may invest
                  in (i)  securities  of companies  which deal in real estate or
                  mortgages,  and (ii)  securities  secured  by real  estate  or
                  interests  therein,  and  that the Fund  reserves  freedom  of
                  action to hold and to sell real estate acquired as a result of
                  the  Fund's  ownership  of  securities);  each  Fund  may  not
                  purchase or sell physical commodities or contracts relating to
                  physical commodities;

         (4)      act as underwriter of securities  issued by others,  except to
                  the extent that it may be deemed an  underwriter in connection
                  with the disposition of portfolio securities of the Fund;

         (5)      make loans to other  persons,  except  (a) loans of  portfolio
                  securities  and (b) to the extent  the entry  into  repurchase
                  agreements and the purchase of debt  obligations in accordance
                  with its investment  objectives and investment policies may be
                  deemed to be loans;

         (6)      issue senior  securities,  except as  appropriate  to evidence
                  indebtedness  which it is permitted  to incur,  and except for
                  shares of the separate classes or series of the Fund, provided
                  that collateral  arrangements with respect to currency-related
                  contracts,  futures  contracts,  options  or  other  permitted
                  investments,  including  deposits  of  initial  and  variation
                  margin,  are  not  considered  to be the  issuance  of  senior
                  securities for purposes of this restriction;

         (7)      purchase (a) private  activity bonds, or (b) securities  which
                  are neither  municipal  obligations nor securities of the U.S.
                  Government,  its agencies or  instrumentalities,  if in either
                  case the  purchase  would  cause  more than 25% of the  market
                  value of its total  assets at the time of such  purchase to be
                  invested in the securities of one or more issuers having their
                  principal  business  activities  in the same industry (for the
                  purposes  of  this   restriction,   telephone   companies  are
                  considered to be in a separate  industry from gas and electric
                  public  utilities,  and  wholly-owned  finance  companies  are


                                       28
<PAGE>

                  considered  to be in the  industry  of their  parents if their
                  activities  are related  primarily to financing the activities
                  of their parents);

         (8)      (for  Scudder   High  Yield  Tax  Free  Fund  only)   purchase
                  securities which are not tax free obligations if such purchase
                  would  cause more than 20% of its total  assets to be invested
                  in  such  securities,  except  that  for  temporary  defensive
                  purposes,  the  Fund may  invest  more  than 20% of its  total
                  assets in  securities  the  interest  income from which may be
                  subject to federal income tax (i) to meet temporary  liquidity
                  requirements,   and  (ii)   during  the  period   between  the
                  commitment to purchase tax free  securities and the settlement
                  date of such purchases.

         (9)      (for Scudder  Managed  Municipal  Bonds)  purchase  securities
                  which  are not tax free  obligations  if such  purchase  would
                  cause more than 20% of its net assets to be  invested  in such
                  securities,  except that for temporary defensive purposes, the
                  Fund may invest more than 20% of its net assets in  securities
                  the  interest  income  from  which may be  subject  to federal
                  income  tax (i) until the Fund is  substantially  invested  in
                  municipal   securities,   (ii)  to  meet  temporary  liquidity
                  requirements,   and  (iii)  during  the  period   between  the
                  commitment to purchase municipal securities and the settlement
                  date of such purchases.

         (10)     purchase  securities  other than those described in the Fund's
                  prospectus or statement of additional information.

         In  addition,  as a matter of  nonfundamental  policy,  each of Scudder
Managed Municipal Bonds and Scudder High Yield Tax Free Fund may not:

         (a)      purchase  or  retain  securities  of any  open-end  investment
                  company,  or  securities of  closed-end  investment  companies
                  except by purchase in the open market where no  commission  or
                  profit to a sponsor or dealer results from such purchases,  or
                  except when such purchase, though not made in the open market,
                  is part of a plan of merger, consolidation,  reorganization or
                  acquisition of assets;  in any event the Fund may not purchase
                  more than 3% of the outstanding  voting  securities of another
                  investment company,  may not invest more than 5% of its assets
                  in another  investment  company,  and may not invest more than
                  10% of its assets in other investment companies;

         (b)      pledge, mortgage or hypothecate its assets in excess, together
                  with permitted borrowings, of 1/3 of its total assets;

         (c)      purchase  or  retain  securities  of an  issuer  any of  whose
                  officers,  directors,  trustees  or  security  holders  is  an
                  officer, director or trustee of the Fund or a member, officer,
                  director or trustee of the  investment  adviser of the Fund if
                  one or more of such  individuals owns  beneficially  more than
                  one-half of one percent  (1/2%) of the  outstanding  shares or
                  securities  or both (taken at market value) of such issuer and
                  such  individuals  owning  more than  one-half  of one percent
                  (1/2%) of such shares or securities  together own beneficially
                  more than 5% of such shares or securities or both;

         (d)      purchase securities on margin or make short sales,  unless, by
                  virtue of its ownership of other securities,  it has the right
                  to  obtain  securities  equivalent  in kind and  amount to the
                  securities sold and, if the right is conditional,  the sale is
                  made  upon the same  conditions,  except  in  connection  with
                  arbitrage  transactions and except that a Fund may obtain such
                  short-term  credits as may be necessary  for the  clearance of
                  purchases and sales of securities;

         (e)      invest more than 10% of its net assets in securities which are
                  not readily marketable, the disposition of which is restricted
                  under Federal securities laws, or in repurchase agreements not
                  terminable  within 7 days,  and the Fund will not invest  more
                  than 5% of its total assets in restricted securities;

         (f)      purchase  securities  of any issuer with a record of less than
                  three years  continuous  operations,  including  predecessors,
                  except U.S. Government securities,  securities of such issuers
                  which  are  rated  by  at  least  one  nationally   recognized
                  statistical  rating  organization,  municipal  obligations and
                  obligations  issued or guaranteed by any foreign government or
                  its  agencies or  instrumentalities,  if such  purchase  would


                                       29
<PAGE>

                  cause the  investments of a Fund in all such issuers to exceed
                  5% of the total assets of the Fund taken at market value;

         (g)      buy options on securities or financial instruments, unless the
                  aggregate  premiums  paid on all such options held by the Fund
                  at any time do not exceed 20% of its net  assets;  or sell put
                  options on securities if, as a result,  the aggregate value of
                  the  obligations  underlying such put options would exceed 50%
                  of the Fund's net assets;

         (h)      enter into  futures  contracts  or  purchase  options  thereon
                  unless  immediately  after  the  purchase,  the  value  of the
                  aggregate initial margin with respect to all futures contracts
                  entered into on behalf of the Fund and the  premiums  paid for
                  options  on futures  contracts  does not exceed 5% of the fair
                  market value of the Fund's total  assets;  provided,  however,
                  that in the case of an option that is in-the-money at the time
                  of  purchase,  the  in-the-money  amount  may be  excluded  in
                  computing the 5% limit;

         (i)      invest in oil, gas or other mineral leases,  or exploration or
                  development  programs (although it may invest in issuers which
                  own or invest in such interests);

         (j)      borrow money,  including  reverse  repurchase  agreements,  in
                  excess of 5% of its total  assets  (taken at market  value) or
                  borrow other than from banks;

         (k)      purchase  warrants if as a result  warrants taken at the lower
                  of cost or market  value would  represent  more than 5% of the
                  value of a Fund's  total net assets or more than 2% of its net
                  assets  in  warrants  that are not  listed  on the New York or
                  American  Stock  Exchanges or on an exchange  with  comparable
                  listing  requirements (for this purpose,  warrants attached to
                  securities will be deemed to have no value);

         (l)      purchase or sell real estate limited partnership interests;

         (m)      purchase securities which are not tax free obligations if such
                  purchase  would cause more than 20% of its total  assets to be
                  invested  in  such  securities,   except  that  for  temporary
                  defensive   purposes   or   to   meet   temporary    liquidity
                  requirements,  the Fund may invest  more than 20% of its total
                  assets in  securities  the  interest  income from which may be
                  subject to federal income tax; or

         (n)      make loans unless all loans of portfolio  securities are fully
                  collateralized and marked to market daily.

                                    PURCHASES

              (See "Purchases" and "Transaction information" in the
                              Funds' prospectus.)

Additional Information About Opening an Account

         Shareholders  of other  Scudder  funds who have  submitted  an  account
application  and have certified a tax  identification  number,  clients having a
regular  investment  counsel  account  with the  Adviser or its  affiliates  and
members of their immediate families, officers and employees of the Adviser or of
any  affiliated  organization  and  their  immediate  families,  members  of the
National Association of Securities Dealers, Inc. ("NASD"), and banks may open an
account by wire.  These  investors  must call  1-800-225-5163  to get an account
number.  During the call,  the investor will be asked to indicate the Fund name,
the amount to be wired ($1,000  minimum),  the name of the bank or trust company
from which the wire will be sent, the exact registration of the new account, the
tax identification or Social Security number,  address and telephone number. The
investor  must then  call the bank to  arrange a wire  transfer  to The  Scudder
Funds,  State  Street  Bank and  Trust  Company,  Boston,  MA 02101  ABA  Number
011000028, DDA Account Number 9903-5552. The investor must give the Scudder fund
name, account name and the new account number. Finally, the investor must send a
completed and signed application to the Fund promptly.


                                       30
<PAGE>

Checks

         A  certified  check is not  necessary,  but  checks  are only  accepted
subject to collection at full face value in U.S.  funds and must be drawn on, or
payable through, a U.S. bank.

         If  shares  of a Fund  are  purchased  by a check  which  proves  to be
uncollectible,  the Trusts reserve the right to cancel the purchase  immediately
and the purchaser will be responsible  for any loss incurred by that Fund or the
principal  underwriter  by reason of such  cancellation.  If the  purchaser is a
shareholder,  such Fund will have the authority, as agent of the shareholder, to
redeem  shares in the account in order to  reimburse  the Fund or the  principal
underwriter for the loss incurred. Investors whose orders have been canceled may
be prohibited  from or restricted in placing future orders in any of the Scudder
funds.

Wire Transfer of Federal Funds

         In the case of     SLTTFF,      SMTTFF,  SMMB and  SHYTFF,  to purchase
shares of a Fund and obtain the same day  dividend,  and in the case of STFMF to
obtain the net asset value  determined as of twelve  o'clock noon, you must have
your bank  forward  federal  funds by wire  transfer  and provide  the  required
account  information  so as to be available to the Fund prior to twelve  o'clock
noon  eastern  time on that day.  If you wish to make a purchase  of $500,000 or
more you should notify the Fund's  transfer agent,  Scudder Service  Corporation
(the "Transfer Agent") of such a purchase by calling  1-800-225-5163.  If either
the federal funds or the account  information  is received  after twelve o'clock
noon  eastern  time but both the funds and the  information  are made  available
before  the  close of  regular  trading  on the New  York  Stock  Exchange  (the
"Exchange")  (normally 4 p.m. eastern time), on any business day, shares will be
purchased  at net asset  value  determined  on that day but will not receive the
dividend; in such cases, dividends commence on the next business day.

         For each Fund the bank sending an investor's federal funds by bank wire
may charge for the service.  Presently each Fund pays a fee for receipt by State
Street  Bank  (the  "Custodian")  of  "wired  funds,"  but the  right to  charge
investors for this service is reserved.

         Boston banks are closed on certain  holidays  although the Exchange may
be open.  These holidays  include Martin Luther King, Jr. Day (the 3rd Monday in
January),  Columbus Day (the 2nd Monday in October)  and Veterans Day  (November
11).  Investors are not able to purchase  shares by wiring federal funds on such
holidays  because the  Custodian is not open to receive  such  federal  funds on
behalf of a Fund.

Share Price

         Purchases  will be filled  without  sales charge at the net asset value
next computed after receipt of a purchase  order in good order.  Net asset value
for STFMF  normally is computed  twice a day, as of twelve  o'clock noon and the
close of regular  trading on the  Exchange on each day the  Exchange is open for
trading.  Net asset  value for  SLTTFF,  SMTTFF,  SMMB and  SHYTFF  normally  is
computed as of the close of regular trading on each day the Exchange is open for
trading.  Orders received after such close will be filled at the net asset value
per share on the  following  business  day.  If the  order has been  placed by a
member  of the  NASD,  other  than the  Funds'  principal  underwriter,  Scudder
Investor Services,  Inc., it is the responsibility of that member broker, rather
than a Fund,  to forward the purchase  order to the Transfer  Agent in Boston by
the close of regular trading on the Exchange.

Share Certificates

         Due  to  the  desire  of  the  Funds'  management  to  afford  ease  of
redemption,  certificates will not be issued to indicate ownership in the Funds.
Share certificates now in a shareholder's possession may be sent to the Transfer
Agent for cancellation and credit to such  shareholder's  account.  Shareholders
who  prefer may hold the  certificates  in their  possession  until they wish to
exchange or redeem such shares.  See "Purchases" and "Exchanges and redemptions"
in the Funds' prospectus.


                                       31
<PAGE>

Other Information

         If  purchases  or  redemptions  of the Funds'  shares are  arranged and
settlement  is made at the  investor's  election  through  a member of the NASD,
other than Scudder Investor Services,  Inc., that member may, at its discretion,
charge a fee for that  service.  The Board of  Trustees of each Fund and Scudder
Investor Services, Inc., the Funds' principal underwriter, each has the right to
limit the amount of purchases and to refuse to sell to any person;  and each may
suspend or terminate the offering of shares of their respective Funds, including
one or all series of SMT, at any time.

         The "Tax Identification  Number" section of the Funds' application must
be completed when opening an account. Applications and purchase orders without a
certified  tax  identification  number and certain other  certified  information
(e.g.,  from exempt investors a certification of exempt status) will be returned
to the investor.

         A Fund may  issue  shares  at net asset  value in  connection  with any
merger or  consolidation  with, or acquisition  of, the assets of any investment
company  (or  series  thereof)  or  personal  holding  company,  subject  to the
requirements of the 1940 Act.

                            EXCHANGES AND REDEMPTIONS

        (See "Exchanges and redemptions" and "Transaction information" in
                            the Funds' prospectus.)

Exchanges

         Exchanges are  comprised of a redemption  from one Scudder fund and the
purchase of another  Scudder  fund to an existing  account or  newly-established
account.  When an  exchange  involves a new  account,  the new  account  will be
established with the same  registration,  tax  identification  number,  address,
telephone  redemption  option,   "Scudder  Automated  Information  Line"  (SAIL)
transaction  authorization,  and dividend option as the existing account.  Other
features will not carry over  automatically  to the new account.  Exchanges to a
new fund account must be for a minimum of $1,000. When an exchange represents an
additional  investment  into an  existing  account,  the account  receiving  the
exchange proceeds must have identical  registration,  tax identification number,
address, and account  options/features as the account of origin.  Exchanges into
an  existing  account  must be for $100 or more.  If the account  receiving  the
exchange  proceeds is to be different in any respect,  the exchange request must
be in  writing  and must  contain  a  signature  guarantee  as  described  under
"Transaction  information--Redeeming  shares--Signature Guarantee" in the Fund's
prospectus.

         Exchange  orders  received  before the close of regular  trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values  determined  on that day.  Exchange  orders  received  after the close of
regular trading will be executed on the following business day.

   
         Investors  may also  request,  at no extra  charge,  to have  exchanges
automatically  executed on a predetermined  schedule from one Scudder Fund to an
existing account in another Scudder Fund through  Scudder's  Automatic  Exchange
Program.  Exchanges must be for a minimum of $50. Shareholders may add this free
feature over the phone or in writing.  Automatic  Exchanges  will continue until
the shareholder  requests by phone or in writing to have the feature removed, or
until the originating account is depleted. The Trust and the Transfer Agent each
reserves  the right to suspend  or  terminate  the  privilege  of the  Automatic
Exchange Program at any time. 
    

         There is no charge to the shareholder for any exchange described above.
An exchange into another  Scudder fund is a redemption of shares,  and therefore
may  result  in tax  consequences  (gain  or loss)  to the  shareholder  and the
proceeds of such exchange may be subject to backup withholding (See "TAXES").

         Investors currently receive the exchange privilege,  including exchange
by  telephone,  automatically  without  having to elect it.  The  Trusts  employ
procedures,  including recording  telephone calls,  testing a caller's identity,
and sending  written  confirmation of telephone  transactions,  designed to give
reasonable  assurance that  instructions  communicated by telephone are genuine,
and to  discourage  fraud.  To the extent  that the  Trusts do not  follow  such
procedures,  they may be liable  for losses due to  unauthorized  or  fraudulent
telephone  instructions.   The  Trusts  will  not  be  liable  for  acting  upon
instructions  communicated  by  telephone  that they  reasonably  believe  to be


                                       32
<PAGE>

genuine. The Trusts and the Transfer Agent each reserves the right to suspend or
terminate the privilege of exchanging by telephone or fax at any time.

         The Scudder Funds into which  investors may make an exchange are listed
under  "THE  SCUDDER  FAMILY  OF  FUNDS"  herein.  Before  making  an  exchange,
shareholders should obtain from Scudder Investor Services,  Inc. a prospectus of
the Scudder fund into which the exchange is being contemplated.

Redemption by Telephone

         In order to request  redemptions by telephone,  shareholders  must have
completed  and returned to the Transfer  Agent the  application,  including  the
designation of a bank account to which the  redemption  proceeds are to be sent.
The  proceeds  will not be mailed or wired  other than to a  predesignated  bank
account.  Shareholders  currently  receive  the right to redeem up to $50,000 to
their address of record automatically, without having to elect it.

         (a)      NEW INVESTORS wishing to establish  telephone  redemption to a
                  designated bank account must complete the appropriate  section
                  on the application.

         (b)      EXISTING   SHAREHOLDERS   who  wish  to  establish   telephone
                  redemption to a designated  bank account or who want to change
                  the bank account  previously  designated to receive redemption
                  payments  should either return a Telephone  Redemption  Option
                  Form (available upon request) or send a letter identifying the
                  account and  specifying  the exact  information to be changed.
                  The letter must be signed exactly as the shareholder's name(s)
                  appears on the account. A signature and a signature  guarantee
                  are  required  for each  person in whose  name the  account is
                  registered.

         Shareholders  of STFMF  who have  elected  "telephone  redemption"  may
telephone  before  twelve  o'clock  noon  and  request  that  proceeds  of their
redemption  be  wired  to the  designated  bank on the  same  day.  Shareholders
redeeming  before noon will receive the net asset value per share  determined as
of  twelve  o'clock  noon  and  will  not  receive  the  dividend  on the day of
redemption.

         Shareholders  of STFMF whose  redemption  requests  are received by the
Fund's transfer agent after twelve o'clock noon eastern time and prior to 4 p.m.
will  receive the net asset  value per share  determined  as of 4 p.m.  and will
receive that day's dividend for the day of redemption. Proceeds will normally be
mailed on the next  business  day or wired on the next day on which State Street
Bank is open for business.  Redemption  requests received by the Fund's Transfer
Agent after 4 p.m. will receive the net asset value on the next business day.

         If a request for redemption to a shareholder's  bank account is made by
telephone or telegram,  payment will be made by Federal Reserve bank wire to the
bank account  designated on the  application,  unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5.00
charge for all wire redemptions.

Note:    Investors  designating  a  savings  bank  to  receive  their  telephone
         redemption  proceeds  are  advised  that if the  savings  bank is not a
         participant in the Federal Reserve System,  redemption proceeds must be
         wired through a commercial bank which is a correspondent of the savings
         bank. As this may delay  receipt by the  shareholder's  account,  it is
         suggested  that  investors  wishing to use a savings  bank discuss wire
         procedures  with  their  bank and  submit  any  special  wire  transfer
         information with the telephone redemption authorization. If appropriate
         wire information is not supplied, redemption proceeds will be mailed to
         the designated bank.

         The Trusts employ  procedures,  including  recording  telephone  calls,
testing a caller's  identity,  and sending  written  confirmation  of  telephone
transactions,   designed  to  give   reasonable   assurance  that   instructions
communicated  by telephone are genuine,  and to discourage  fraud. To the extent
that the Trusts do not follow such procedures, they may be liable for losses due
to unauthorized  or fraudulent  telephone  instructions.  The Trusts will not be
liable  for  acting  upon  instructions  communicated  by  telephone  that  they
reasonably believe to be genuine.


                                       33
<PAGE>

Redemption by Mail or Fax

         Any existing share certificates representing shares being redeemed must
accompany a request for  redemption  and be duly  endorsed or  accompanied  by a
proper stock  assignment  form with  signatures  guaranteed  as explained in the
Funds' Prospectus.

         In order to ensure proper  authorization  before redeeming shares,  the
Transfer Agent may request additional  documents such as, but not restricted to,
stock  powers,  trust  instruments,   certificates  of  death,  appointments  as
executor,  certificates  of corporate  authority and waivers of tax (required in
some states when settling estates).

         It is suggested that shareholders  holding share certificates or shares
registered in other than  individual  names contact the Transfer  Agent prior to
any  redemptions to ensure that all necessary  documents  accompany the request.
When  shares  are held in the name of a  corporation,  trust,  fiduciary  agent,
attorney or partnership,  the Transfer Agent requires,  in addition to the stock
power,  certified  evidence of authority to sign.  These  procedures are for the
protection  of  shareholders  and should be followed to ensure  prompt  payment.
Redemption  requests  must  not  be  conditional  as to  date  or  price  of the
redemption.  Proceeds of a redemption  will be sent within seven  business  days
after receipt by the Transfer  Agent of a request for  redemption  that complies
with the above  requirements.  Delays of more than  seven  days of  payment  for
shares  tendered for  repurchase  or redemption  may result,  but only until the
purchase check has cleared.

Redemption by Write-A-Check

         All new investors and existing shareholders of STFMF   , SLTTFF     and
SMTTFF who apply for checks may use them to pay any person,  provided  that each
check is for at least $100 and not more than $5  million.  By using the  checks,
the  shareholder  will receive daily dividend  credit on his or her shares until
the check has cleared the banking  system.  Investors  who  purchased  shares by
check may write  checks  against  those shares only after they have been on each
Fund's books for seven business days. Shareholders who use this service may also
use  other  redemption  procedures.  No  shareholder  may write  checks  against
certificated  shares. The Funds pay the bank charges for this service.  However,
each Fund will review the cost of operation  periodically and reserves the right
to  determine  if direct  charges to the  persons who avail  themselves  of this
service would be appropriate.  The Funds,  Scudder Service Corporation and State
Street Bank and Trust  Company each reserves the right at any time to suspend or
terminate the "Write-A-Check" procedure.

         Checks  will be  returned by the  Custodian  if there are  insufficient
shares to meet the withdrawal  amount.  Potential  fluctuations in the per share
value of SMTTFF should be considered in determining  the amount of the check. An
investor  should not  attempt to close an  account by check,  because  the exact
balance  at the time the  check  clears  will  not be  known  when the  check is
written.

Other Information

         If a  shareholder  redeems all shares in the account,  the  shareholder
will  receive,  in addition to the net asset value  thereof,  all  declared  but
unpaid  dividends  thereon.  The value of shares  redeemed or repurchased may be
more or less than a shareholder's cost depending upon the net asset value at the
time of the redemption or repurchase.  None of the Funds imposes a redemption or
repurchase  charge,  although a wire  charge may be  applicable  for  redemption
proceeds wired to a shareholder's bank account.  Redemption of shares, including
redemptions undertaken to effect an exchange for shares of another Scudder fund,
and including exchanges and redemptions with STFMF,     SLTTFF     and SMTTFF by
Write-A-Check, may result in tax consequences (gain or loss) to the shareholder,
and the proceeds of such  redemptions may be subject to backup  withholding (see
"TAXES.")

         Shareholders  who wish to redeem  shares  from  Special  Plan  Accounts
should  contact  the  employer,  trustee  or  custodian  of  the  Plan  for  the
requirements.

         The  determination  of net asset value may be  suspended at times and a
shareholder's  right to redeem  shares and to receive  payment  therefor  may be
suspended at times (a) during which the Exchange is closed, other than customary
weekend  and  holiday  closings,  (b) during  which  trading on the  Exchange is
restricted,  (c) during which an emergency  exists as a result of which disposal
by the Fund involved of securities owned by it is not reasonably  practicable or
it is not reasonably  practicable for that Fund fairly to determine the value of
its net assets,  or (d) during which the SEC by order permits such suspension of


                                       34
<PAGE>

the  right  of  redemption  or a  postponement  of the  date  of  payment  or of
redemption;  provided that  applicable  rules and regulations of the SEC (or any
succeeding  governmental  authority)  shall govern as to whether the  conditions
prescribed in (b), (c) or (d) exist.

         If transactions at any time reduce a shareholder's account balance in a
Fund to below $1,000 in value, such Fund may notify the shareholder that, unless
the account balance is brought up to at least $1,000, that Trust will redeem all
shares of that Fund, close the account balance and send the redemption  proceeds
to the shareholder.  The shareholder has sixty days to bring the account balance
up to $1,000  before any action will be taken by that Fund.  No transfer from an
existing  account to  establish a new Scudder fund  account,  should be for less
than $1,000. (This policy applies to accounts of new shareholders,  but does not
apply to certain  Special Plan Accounts.) The Trustees of STFMF and SMT have the
authority to change the minimum account size.

                   FEATURES AND SERVICES OFFERED BY THE FUNDS

                    (See "Shareholder benefits" in the Funds'
                                  prospectus.)

The Pure No-Load(TM) Concept

         Investors  are  encouraged  to be aware of the  full  ramifications  of
mutual fund fee structures,  and of how Scudder distinguishes its funds from the
vast  majority of mutual  funds  available  today.  The primary  distinction  is
between load and no-load funds.

         Load funds  generally are defined as mutual funds that charge a fee for
the sale and  distribution  of fund  shares.  There  are  three  types of loads:
front-end  loads,  back-end loads,  and asset-based  12b-1 fees.  12b-1 fees are
distribution-related  fees charged  against  fund assets and are  distinct  from
service fees,  which are charged for personal  services  and/or  maintenance  of
shareholder  accounts.  Asset-based sales charges and service fees are typically
paid pursuant to distribution plans adopted under 12b-1 under the 1940 Act.

         A front-end  load is a sales  charge,  which can be as high as 8.50% of
the amount  invested.  A back-end  load is a contingent  deferred  sales charge,
which can be as high as 8.50% of either the amount  invested  or  redeemed.  The
maximum  front-end or back-end  load  varies,  and depends upon whether or not a
fund also charges a 12b-1 fee and/or a service fee or offers  investors  various
sales-related services such as dividend  reinvestment.  The maximum charge for a
12b-1 fee is 0.75% of a fund's average annual net assets, and the maximum charge
for a service fee is 0.25% of a fund's average annual net assets.

         A no-load  fund does not charge a front-end or back-end  load,  but can
charge a small  12b-1 fee and/or  service  fee against  fund  assets.  Under the
National Association of Securities Dealers Rules of Fair Practice, a mutual fund
can call itself a "no-load"  fund only if the 12b-1 fee and/or  service fee does
not exceed 0.25% of a fund's average annual net assets.

         Because  Scudder  funds do not pay any  asset-based  sales  charges  or
service fees,  Scudder  developed and trademarked the phrase pure no-load(TM) to
distinguish Scudder funds from other no-load mutual funds. Scudder pioneered the
no-load  concept when it created the nation's  first  no-load fund in 1928,  and
later developed the nation's first family of no-load mutual funds.

         The  following  chart  shows  the  potential   long-term  advantage  of
investing  $10,000 in a Scudder pure no-load fund over investing the same amount
in a load fund that collects an 8.50%  front-end load, a load fund that collects
only a 0.75% 12b-1 and/or  service fee, and a no-load fund charging only a 0.25%
12b-1 and/or service fee. The  hypothetical  figures in the chart show the value
of an  account  assuming  a constant  10% rate of return  over the time  periods
indicated and reinvestment of dividends and distributions.


                                       35
<PAGE>


              Scudder                        Load Fund with    No-Load Fund with
  YEARS   Pure No-Load(TM)      8.50% Load     0.75%  12b-1       0.25% 12b-1 
  -----         Fund             Fund             Fee                Fee
                ----             ----             ---                ---
   10         $25,937           $23,733         $24,222            $25,354

   15          41,772            38,222          37,698             40,371

   20          67,275            61,557          58,672             64,282


         Investors  are  encouraged to review the fee tables on pages 2, 3 and 4
of the Fund's prospectus for more specific  information about the rates at which
management fees and other expenses are assessed.

   Distribution Plans    

         Investors have complete freedom of choice whether to receive cash or to
reinvest  any  dividends  from net  investment  income,  or  distributions  from
realized  capital  gains in  additional  shares  of the same  Fund.  A change of
instructions  for the method of payment must be received by the Fund's  transfer
agent at least 5 days prior to a dividend record date.  Shareholders  may change
their dividend  option either by calling  1-800-225-5163  or by sending  written
instructions  to the  Transfer  Agent.  See  "How  to  contact  Scudder"  in the
prospectus for the address. Please include your account number with your written
request.

         Reinvestment  usually is made on the day  following  the  record  date.
Investors may leave standing  instructions  with the transfer agent  designating
their  option  for  either  reinvestment  or cash  distributions  of any  income
dividends or capital gains distributions.  If no election is made, dividends and
distributions will be invested in additional shares of the relevant Fund.

   
         Investors  may also  have  dividends  and  distributions  automatically
deposited   to   their    predesignated    bank   account   through    Scudder's
DistributionsDirect  Program.  Shareholders  who  elect  to  participate  in the
DistributionsDirect  Program, and whose predesignated checking account of record
is with a member bank of the  Automated  Clearing  House  Network (ACH) can have
income and capital gains distributions automatically deposited to their personal
bank  account  usually  within  three  business  days  after  a  Fund  pays  its
distribution.  A  DistributionsDirect  request  form can be  obtained by calling
1-800-225-5163.     

Scudder Funds Centers

         Investors  may  visit any of the Fund  Centers  maintained  by  Scudder
Investor  Services,  Inc. The Centers are designed to provide  individuals  with
services  during any business  day.  Investors  may pick up literature or obtain
assistance with opening an account, adding monies or special options to existing
accounts,  making exchanges within the Scudder Family of Funds, redeeming shares
or opening  retirement  plans.  Checks  should not be mailed to the  Centers but
should be mailed to "The  Scudder  Funds" at the  address  listed  under "How to
contact Scudder" in the Funds' prospectus.

Reports to Shareholders

         All three  Trusts  issue to their  respective  shareholders  annual and
semiannual financial  statements (audited annually by independent  accountants),
including a list of investments  held and statements of assets and  liabilities,
operations, changes in net assets and financial highlights for that Fund, as the
case may be.


                                       36
<PAGE>

Diversification

         A  shareholder's   investment   represents  an  interest  in  a  large,
diversified  portfolio of carefully  selected  securities.  Diversification  may
protect  investors  against the possible risks associated with  concentrating in
fewer securities.

Transaction Summaries

         Annual summaries of all transactions in each Fund account are available
to shareholders. The summaries may be obtained by calling 1-800-225-5163.

                           THE SCUDDER FAMILY OF FUNDS

              (See "Investment products and services" in the Fund's
                                  prospectus.)

         The Scudder  Family of Funds is America's  first family of mutual funds
and the nation's oldest family of no-load mutual funds.  To assist  investors in
choosing a Scudder fund,  descriptions of the Scudder funds' objectives  follow.
Initial  purchases  in each  Scudder fund must be at least $1,000 or $500 in the
case of IRAs. Subsequent purchases must be for $100 or more. Minimum investments
for special plan accounts may be lower.

MONEY MARKET

         Scudder Cash Investment  Trust ("SCIT") seeks to maintain the stability
         of capital,  and  consistent  therewith,  to maintain the  liquidity of
         capital  and  to  provide  current  income  through   investment  in  a
         supervised  portfolio of short-term  debt  securities.  SCIT intends to
         seek to  maintain  a  constant  net  asset  value of $1.00  per  share,
         although in certain circumstances this may not be possible.

         Scudder U.S. Treasury Money Fund seeks to provide safety, liquidity and
         stability of capital and consistent therewith to provide current income
         through  investment in a supervised  portfolio of U.S.  Government  and
         U.S. Government guaranteed obligations with maturities of not more than
         762 calendar  days. The Fund intends to seek to maintain a constant net
         asset value of $1.00 per share,  although in certain circumstances this
         may not be possible.

INCOME

         Scudder  Emerging  Markets  Income Fund seeks to provide  high  current
         income  and,   secondarily,   long-term  capital  appreciation  through
         investments  primarily  in  high-yielding  debt  securities  issued  in
         emerging markets.

         Scudder GNMA Fund seeks to provide  investors  with high current income
         from a portfolio of high-quality GNMA securities.

         Scudder  Income  Fund seeks to earn a high  level of income  consistent
         with the prudent  investment of capital  through a flexible  investment
         program emphasizing high-grade bonds.

         Scudder  International  Bond  Fund  seeks  to  provide  income  from  a
         portfolio of high-grade bonds denominated in foreign  currencies.  As a
         secondary objective, the Fund seeks protection and possible enhancement
         of  principal  value by  actively  managing  currency,  bond market and
         maturity exposure and by security selection.


                                       37
<PAGE>

         Scudder  Short Term Bond Fund seeks to provide a higher and more stable
         level of income than is normally provided by money market  investments,
         and more price stability than investments in intermediate-and long-term
         bonds.

         Scudder  Short Term Global  Income Fund seeks to provide  high  current
         income from a portfolio  of  high-grade  money market  instruments  and
         short-term bonds denominated in foreign currencies and the U.S. dollar.

         Scudder  Zero Coupon  2000 Fund seeks to provide as high an  investment
         return over a selected period as is consistent with the minimization of
         reinvestment  risks  through  investments   primarily  in  zero  coupon
         securities.

TAX FREE MONEY MARKET

         Scudder Tax Free Money Fund ("STFMF") is designed to provide  investors
         with  income  exempt  from  regular  federal  income tax while  seeking
         stability  of  principal.  STFMF seeks to maintain a constant net asset
         value of $1.00 per share,  although in certain  circumstances  this may
         not be possible.

         Scudder  California  Tax  Free  Money  Fund*  is  designed  to  provide
         California  taxpayers  income exempt from California  state and regular
         federal  income  taxes,   and  seeks   stability  of  capital  and  the
         maintenance of a constant net asset value of $1.00 per share,  although
         in certain circumstances this may not be possible.

         Scudder  New York Tax Free Money  Fund* is designed to provide New York
         taxpayers  income exempt from New York state, New York City and regular
         federal  income  taxes,   and  seeks   stability  of  capital  and  the
         maintenance of a constant net asset value of $1.00 per share,  although
         in certain circumstances this may not be possible.

TAX FREE

         Scudder  High Yield Tax Free Fund seeks to provide high income which is
         exempt from regular federal income tax by investing in investment-grade
         municipal securities.

         Scudder  Limited Term Tax Free Fund seeks to provide as high a level of
         income exempt from regular  federal income tax as is consistent  with a
         high degree of principal stability.

         Scudder Managed Municipal Bonds seeks to provide income which is exempt
         from  regular  federal  income tax  primarily  through  investments  in
         long-term municipal securities with an emphasis on high quality.

         Scudder  Medium  Term Tax Free Fund  seeks to  provide a high  level of
         income free from regular  federal  income taxes and to limit  principal
         fluctuation  by  investing  in  high-grade   municipal   securities  of
         intermediate maturities.

         Scudder  California  Tax Free Fund* seeks to provide income exempt from
         both   California   and  regular   federal  income  taxes  through  the
         professional  and  efficient  management  of a portfolio  consisting of
         California state, municipal and local government obligations.

         Scudder  Massachusetts  Limited Term Tax Free Fund* seeks to provide as
         high a level of income exempt from  Massachusetts  personal and regular
         federal  income tax as is  consistent  with a high degree of  principal
         stability.

         Scudder  Massachusetts  Tax Free Fund* seeks to provide  income  exempt
         from both  Massachusetts  and regular  federal income taxes through the
         professional  and  efficient  management  of a portfolio  consisting of
         Massachusetts state, municipal and local government obligations.

         Scudder New York Tax Free Fund* seeks to provide income exempt from New
         York state,  New York City and regular federal income taxes through the
         professional  and  efficient  management  of a portfolio  consisting of
         investments  in  New  York  state,   municipal  and  local   government
         obligations.

- --------------------
*        These funds are not available for sale in all states.  For information,
         contact Scudder Investor Services, Inc.


                                       38
<PAGE>

         Scudder  Ohio Tax Free Fund* seeks to provide  income  exempt from both
         Ohio and regular  federal  income taxes  through the  professional  and
         efficient management of a portfolio consisting of Ohio state, municipal
         and local government obligations.

         Scudder Pennsylvania Tax Free Fund* seeks to provide income exempt from
         both  Pennsylvania and regular federal income taxes through a portfolio
         consisting  of  Pennsylvania  state,  municipal  and  local  government
         obligations.

GROWTH AND INCOME

         Scudder  Balanced Fund seeks to provide a balance of growth and income,
         as  well as  long-term  preservation  of  capital,  from a  diversified
         portfolio of equity and fixed income securities.

         Scudder  Growth and Income  Fund seeks to provide  long-term  growth of
         capital,  current  income,  and  growth of income  through a  portfolio
         invested  primarily  in common  stocks and  convertible  securities  by
         companies  which offer the prospect of growth of earnings  while paying
         current dividends.

GROWTH

         Scudder  Capital  Growth  Fund seeks to  maximize  long-term  growth of
         capital  through a broad and flexible  investment  program  emphasizing
         common stocks.

         Scudder  Development Fund seeks to achieve  long-term growth of capital
         primarily  through  investments in marketable  securities,  principally
         common stocks,  of relatively small or little-known  companies which in
         the opinion of  management  have  promise of  expanding  their size and
         profitability  or of gaining  increased  market  recognition  for their
         securities, or both.

         Scudder Global Fund seeks long-term growth of capital primarily through
         a diversified  portfolio of marketable equity securities  selected on a
         worldwide  basis.  It may also invest in debt  securities  of U.S.  and
         foreign issuers. Income is an incidental consideration.

         Scudder   Global  Small  Company  Fund  seeks   above-average   capital
         appreciation  over the long term by  investing  primarily in the equity
         securities of small companies located throughout the world.

         Scudder Gold Fund seeks maximum  return  (principal  change and income)
         consistent  with  investing  in  a  portfolio  of  gold-related  equity
         securities and gold.

         Scudder  Greater Europe Growth Fund seeks  long-term  growth of capital
         through  investments  primarily  in the equity  securities  of European
         companies.

         Scudder  International  Fund seeks long-term  growth of capital through
         investment  principally in a diversified portfolio of marketable equity
         securities  selected  primarily  to permit  participation  in  non-U.S.
         companies and economies with  prospects for growth.  It also invests in
         fixed-income  securities of foreign  governments and companies,  with a
         view toward total investment return.

         Scudder  Latin  America  Fund  seeks  to  provide   long-term   capital
         appreciation  through  investment  primarily in the securities of Latin
         American issuers.

         Scudder Pacific  Opportunities  Fund seeks long-term  growth of capital
         through investment  primarily in the equity securities of Pacific Basin
         companies, excluding Japan.

         Scudder  Quality  Growth  Fund  seeks to  provide  long-term  growth of
         capital  through  investment  primarily  in the  equity  securities  of
         seasoned, financially strong U.S. growth companies.

- --------------------
*        These funds are not available for sale in all states.  For information,
         contact Scudder Investor Services, Inc.


                                       39
<PAGE>

         Scudder Value Fund seeks long-term growth of capital through investment
         in undervalued equity securities.

         The Japan Fund, Inc. seeks capital  appreciation  through investment in
         Japanese securities, primarily in common stocks of Japanese companies.

         The net asset  values of most  Scudder  Funds can be found daily in the
"Mutual Funds" section of The Wall Street Journal under "Scudder  Funds," and in
other leading newspapers  throughout the country.  Investors will notice the net
asset value and offering  price are the same,  reflecting the fact that no sales
commission or "load" is charged on the sale of shares of the Scudder Funds.  The
latest seven-day yields for the money-market funds can be found every Monday and
Thursday in the  "Money-Market  Funds" section of The Wall Street Journal.  This
information  also may be obtained by calling the Scudder  Automated  Information
Line (SAIL) at 1-800-343-2890.

         The Scudder  Family of Funds  offers many  conveniences  and  services,
including:  active  professional  investment  management;  broad and diversified
investment  portfolios;  pure no-load funds with no  commissions  to purchase or
redeem  shares or Rule 12b-1  distribution  fees;  individual  attention  from a
Scudder  Service  Representative;  easy  telephone  exchanges into Scudder money
market, tax free, income, and growth funds; shares redeemable at net asset value
at any time.

                              SPECIAL PLAN ACCOUNTS

         (See "Scudder tax-advantaged retirement plans", "Purchases--By
          Automatic Investment Plan" and "Exchanges and redemptions--By
              Automatic Withdrawal Plan" in the Funds' prospectus.)

         Detailed  information  on any Scudder  investment  plan,  including the
applicable  charges,   minimum  investment  requirements  and  disclosures  made
pursuant to Internal Revenue Service (the "IRS")  requirements,  may be obtained
by contacting Scudder Investor Services,  Inc., Two International Place, Boston,
Massachusetts  02110-4103  or  by  calling  toll  free,  1-800-225-2470.  It  is
advisable  for an  investor  considering  the  funding of the  investment  plans
described  below to consult with an attorney or other  investment or tax adviser
with respect to the suitability requirements and tax aspects thereof.

         None of the plans  assures a profit or  guarantees  protection  against
depreciation, especially in declining markets.

Automatic Withdrawal Plan

         Non-retirement  plan shareholders who currently own or purchase $10,000
or more of shares of the Fund may establish an Automatic  Withdrawal  Plan.  The
investor can then receive monthly, quarterly or periodic redemptions from his or
her account for any designated amount of $50 or more. Payments are mailed at the
end of each month.  The check amounts may be based on the  redemption of a fixed
dollar  amount,  fixed  share  amount,  percent  of account  value or  declining
balance. The Plan provides for income dividends and capital gains distributions,
if any, to be  reinvested in additional  shares.  Shares are then  liquidated as
necessary  to provide for  withdrawal  payments.  Since the  withdrawals  are in
amounts  selected by the investor and have no  relationship  to yield or income,
payments  received cannot be considered as yield or income on the investment and
the  resulting  liquidations  may  deplete or  possibly  extinguish  the initial
investment. Requests for increases in withdrawal amounts or to change payee must
be submitted in writing, signed exactly as the account is registered and contain
signature  guarantee(s) as described under  "Transaction  information--Redeeming
shares--Signature  guarantees" in the Funds' prospectus.  Any such requests must
be received by the Funds'  transfer agent by the 15th of the month in which such
change is to take effect. An Automatic  Withdrawal Plan may be terminated at any
time by the shareholder,  the Trusts or their agents on written notice, and will
be terminated when all shares of the Fund under the Plan have been liquidated or
upon receipt by the Trust of notice of death of the shareholder.

         An  Automatic  Withdrawal  Plan request form can be obtained by calling
1-800-225-5163.


                                       40
<PAGE>

Cash Management System - Group Sub-Accounting Plan for
Trust Accounts, Nominees and Corporations

         To   minimize   record-keeping   by   fiduciaries   and   corporations,
arrangements  have been made with the Transfer Agent to offer a convenient group
sub-accounting and dividend payment system to bank trust departments and others.
Debt obligations of banks which utilize the Cash Management System are not given
any preference in the acquisition of investments for a Fund or Portfolio.

         In its  discretion,  a Fund may accept minimum  initial  investments of
less than $1,000 (per Portfolio) as part of a continuous  group purchase plan by
fiduciaries and others (e.g., brokers, bank trust departments,  employee benefit
plans)  provided that the average single account in any one Fund or Portfolio in
the  group  purchase  plan  will be  $1,000  or more.  A Fund may also  wire all
redemption proceeds where the group maintains a single designated bank account.

         Shareholders  who withdraw  from the group  purchase plan through which
they were  permitted  to initiate  accounts  under $1,000 will be subject to the
minimum account restrictions  described under "EXCHANGES AND  REDEMPTIONS--Other
Information."

Automatic Investment Plan

         Shareholders may arrange to make periodic investments through automatic
deductions  from  checking  accounts  by  completing  the  appropriate  form and
providing the necessary  documentation  to establish  this service.  The minimum
investment is $50.

         The Automatic  Investment  Plan involves an investment  strategy called
dollar cost averaging.  Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular  intervals.  By investing the same
dollar  amount each  period,  when the shares are priced low the  investor  will
purchase more shares than when the share price is higher.  Over a period of time
this  investment  approach may allow the investor to reduce the average price of
the shares purchased. However, this investment approach does not assure a profit
or protect against loss. This type of regular investment program may be suitable
for various  investment  goals such as, but not limited to, college  planning or
saving for a home.

Uniform Transfers/Gifts to Minors Act

         Grandparents, parents or other donors may set up custodian accounts for
minors.  The minimum  initial  investment  is $1,000  unless the donor agrees to
continue to make  regular  share  purchases  for the account  through  Scudder's
Automatic Investment Plan (AIP). In this case, the minimum initial investment is
$500.

         The  Trusts  reserve  the  right,  after  notice  has been given to the
shareholder  and custodian,  to terminate a  shareholder's  account in the event
that  regular  investments  to the account  cease  before the $1,000  minimum is
reached.

Scudder Trust Company

         Annual service fees are paid by the Funds to Scudder Trust Company,  an
affiliate of the Adviser, for certain retirement plan accounts, and are included
in the fees paid to the Transfer Agent.

                                    DIVIDENDS

             (See "Distribution and performance information" in the
                              Funds' prospectus.)

Scudder Tax Free Money Fund

         The net  investment  income of STFMF is  determined  as of the close of
regular trading on the Exchange,  usually 4 p.m.,  eastern time, on each day the
Exchange is open for trading.

         All the  investment  income  of STFMF so  determined  normally  will be
declared as a dividend to shareholders of record as of  determination of the net
asset value at twelve  o'clock noon after the purchase and redemption of shares.


                                       41
<PAGE>

Shares purchased as of the determination of net asset value made as of the close
of the         Exchange  will not  participate in that day's  dividend;  in such
cases  dividends  commence on the next  business  day.  Checks will be mailed to
shareholders  electing to take  dividends  in cash,  and  confirmations  will be
mailed to shareholders electing to invest dividends in additional shares for the
month's  dividends on the fourth business day of the next month.  Dividends will
be invested at the net asset value per share, normally $1.00, determined as of 4
p.m. on the first business day of each month.

         Dividends are declared  daily on each day on which the         Exchange
is open for business.  The dividends for a business day immediately  preceding a
weekend or holiday will  normally  include an amount equal to the net income for
the  subsequent  days on which  dividends  are not declared.  However,  no daily
dividend  will  include  any amount of net  income in  respect  of a  subsequent
semi-annual accounting period.

         Because  the net  investment  income of STFMF is declared as a dividend
each time the net  income  of the Fund is  determined,  the net asset  value per
share of the Fund (i.e., the fair value of the net assets of the Fund divided by
the  number of shares of the Fund  outstanding)  will  remain at $1.00 per share
immediately after each such determination and dividend  declaration,  unless (i)
there are unusual or extended fluctuations in short-term interest rates or other
factors,  such  as  unfavorable  changes  in  the  creditworthiness  of  issuers
affecting  the  value  of  securities  in the  Fund's  portfolio,  or  (ii)  net
investment income is a negative amount.

         Net  investment  income  (from  the time of the  immediately  preceding
determination  thereof)  consists  of (i) all  interest  income  accrued  on the
portfolio assets of the Fund less (ii) all actual and accrued expenses. Interest
income included in the daily  computation of net income is comprised of original
issue discount  earned on discount paper accrued ratably to the date of maturity
as well as accrued  interest.  Expenses of STFMF,  including the  management fee
payable to the Adviser, are accrued each day.

         Normally STFMF will have a positive net  investment  income at the time
of each  determination  thereof.  Net  investment  income may be  negative if an
unexpected  liability must be accrued or a loss realized.  If the net investment
income of STFMF determined at any time is a negative amount, the net asset value
per share will be reduced below $l.00 unless one or more of the following  steps
are taken: the Trustees have the authority (l) to reduce the number of shares in
each shareholder's account, (2) to offset each shareholder's pro rata portion of
negative net investment income from the  shareholder's  accrued dividend account
or from future  dividends,  or (3) to combine  these methods in order to seek to
maintain  the net asset value per share at $l.00.  STFMF may endeavor to restore
the net  asset  value  per share to $l.00 by not  declaring  dividends  from net
investment income on subsequent days until restoration, with the result that the
net asset value per share will increase to the extent of positive net investment
income which is not declared as a dividend.

         Should STFMF incur or anticipate any unusual or unexpected  significant
expense or loss which would affect  disproportionately  the Fund's  income for a
particular period, the Trustees would at that time consider whether to adhere to
the  dividend  policy  described  above or to revise it in the light of the then
prevailing  circumstances in order to ameliorate,  to the extent  possible,  the
disproportionate  effect  of such  expense,  loss or  depreciation  on the  then
existing  shareholders.  Such  expenses or losses may  nevertheless  result in a
shareholder's  receiving no dividends for the period during which the shares are
held and in  receiving  upon  redemption a price per share lower than that which
was paid.

         Distributions  of realized  capital gains, if any, are paid in November
or December of STFMF's  taxable year  although  the Fund may make an  additional
distribution  within three months of the Fund's  fiscal year end of December 31.
STFMF expects to follow the practice of  distributing  all net realized  capital
gains to shareholders and expects to distribute  realized capital gains at least
annually.  However,  if any  realized  capital  gains are  retained by STFMF for
reinvestment  and federal  income taxes are paid  thereon by the Fund,  the Fund
will  elect  to  treat  such  capital  gains  as  having  been   distributed  to
shareholders;  as a result,  shareholders  would be able to claim their share of
the taxes paid by the Fund on such gains as a credit  against  their  individual
federal income tax liability.

   Scudder Limited Term Tax Free Fund,     Scudder Medium Term Tax Free Fund,
Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund

            SLTTFF,      SMTTFF,  SMMB and SHYTFF  will  follow the  practice of
distributing  substantially  all of their net investment  income  (defined under
"ADDITIONAL  INFORMATION--Glossary")  and any excess of net realized  short-term
capital gains over net realized  long-term capital losses. In the past,  SMTTFF,


                                       42
<PAGE>

SMMB and SHYTFF have followed the practice of distributing  the entire excess of
net  realized  long-term  capital  gains over net  realized  short-term  capital
losses.  However, if it appears to be in the best interest of such Funds and the
relevant  shareholders,  such  Fund  may  retain  all or part of such  gain  for
reinvestment.

         Dividends on     SLTTFF,      SMTTFF,  SMMB and SHYTFF will be declared
daily and  distributions  of net  investment  income will be made monthly on the
fourth Boston  business day of each month for the preceding  month's net income.
Distributions  of  realized  capital  gains,  if any,  are paid in  November  or
December,     and  October in the case of  SLTTFF,      although  an  additional
distribution  may be made within three months of the Fund's  fiscal year end, if
necessary,  and each Fund expects to continue to distribute net capital gains at
least annually.  Both types of distributions will be made in shares of that Fund
and  confirmations  will be mailed to each shareholder  unless a shareholder has
elected to receive  cash, in which case a check will be sent.     An  additional
capital gain  distribution  may also be made (or treated as made) shortly before
December  31 in order to avoid the excise  tax  enacted by the Tax Reform Act of
1986 (See "TAXES").  Both types of  distributions  will be made in shares of the
Fund and confirmations  will be mailed to each shareholder  unless a shareholder
has elected to receive cash, in which case a check will be sent.    

         Scudder,  Stevens & Clark,  Inc. and its affiliates may purchase shares
of a Fund from time to time prior to the Fund's  attainment of normal  operating
conditions.  To the  extent  that  such  shares  are  redeemed  before  a Fund's
achieving  significant  size,  the yield on such Fund's  shares may be adversely
affected.

                             PERFORMANCE INFORMATION

                       (See "Distribution and performance
                    information--Performance information" in
                             the Funds' prospectus.)

Scudder Tax Free Money Fund

         From time to time,  quotations of a Fund's  performance may be included
in advertisements,  sales literature or shareholder  reports.  These performance
figures may be calculated in the following manner:

         Yield is the net annualized  yield based on a specified  7-calendar day
period  calculated at simple interest rates.  Yield is calculated by determining
the net change,  exclusive of capital  changes,  in the value of a  hypothetical
pre-existing  account  having a  balance  of one share at the  beginning  of the
period, subtracting a hypothetical charge reflecting deductions from shareholder
accounts,  and  dividing  the  difference  by the  value of the  account  at the
beginning  of the base  period to obtain the base  period  return.  The yield is
annualized by multiplying  the base period return by 365/7.  The yield figure is
stated to the nearest  hundredth of one  percent.  The yield of the Fund for the
seven-day period ended December 31,    1994     was    4.14    %.

         Effective  Yield  is  the  net  annualized  yield  for  a  specified  7
calendar-day  period  assuming  a  reinvestment  of the  income or  compounding.
Effective  yield is  calculated  by the same  method as yield  except  the yield
figure  is  compounded  by  adding 1,  raising  the sum to a power  equal to 365
divided by 7, and  subtracting  one from the result,  according to the following
formula:

             Effective Yield = [(Base Period Return + 1)^365/7] - 1.

       The effective  yield of the Fund for the seven-day  period ended December
31,    1994     was    4.22    %.

         Tax-Equivalent  Yield is the net  annualized  taxable  yield  needed to
produce a  specified  tax-exempt  yield at a given tax rate based on a specified
7-day period  assuming a reinvestment  of all dividends paid during such period.
Tax-equivalent  yield is calculated by dividing that portion of the Fund's yield
(as computed in the yield  description  in A. above) which is  tax-exempt by one
minus a stated income tax rate and adding the product to that  portion,  if any,
of the yield of the Fund that is not tax-exempt.  Thus, taxpayers with effective
federal  income tax rates of 36% and 39.6% would need to earn a taxable yield of
   6.47    % and    6.85    %,  respectively,  to receive after-tax income equal
to the     4.14    %  tax-free  yield of Scudder Tax Free Money Fund on December
31,     1994    .  Please refer to the chart  beginning on page     47     for a
discussion of tax-exempt income v. taxable income.


                                       43
<PAGE>

         As described above, yield, effective yield and tax-equivalent yield are
historical,  show  the  performance  of a  hypothetical  investment  and are not
intended  to  indicate   future   performance.   Yield,   effective  yield  and,
tax-equivalent  yield will vary based on  changes in market  conditions  and the
level of the Fund's expenses.

         In  connection  with   communicating  its  performance  to  current  or
prospective  shareholders,  the  Fund  also may  compare  these  figures  to the
performance  of other mutual funds tracked by mutual fund rating  services or to
other unmanaged indices which may assume reinvestment of dividends but generally
do not reflect deductions for administrative and management costs.

         From time to time, in marketing pieces and other fund  literature,  the
Fund's yield and  performance  over time may be compared to the  performance  of
broad groups of comparable  mutual funds, bank money market deposit accounts and
fixed-rate  insured  certificates  of deposit  (CDs),  or  unmanaged  indices of
securities  that are comparable to money market funds in their terms and intent,
such as Treasury bills,  bankers'  acceptances,  negotiable  order of withdrawal
accounts, and money market certificates.  Most bank CDs differ from money market
funds in several ways:  the interest rate is fixed for the term of the CD, there
are interest  penalties  for early  withdrawal  of the deposit,  and the deposit
principal is insured by the FDIC.

   Scudder Limited Term Tax Free Fund,     Scudder Medium Term Tax Free Fund,
Scudder Managed Municipal Bands and Scudder High Yield Tax Free Fund

         From time to time, quotation of each Fund's performance may be included
in  advertisements,  sales  literature or reports to shareholders or prospective
investors. These performance figures may be calculated in the following manner:

         Average  Annual Total  Return is the average  annual  compound  rate of
return for the  periods of one year,  five years and ten years (or such  shorter
periods  as may  be  applicable  dating  from  the  commencement  of the  Fund's
operations)  all ended on the last day of a recent calendar  quarter.  If a Fund
has been in existence for less than ten years,  the average  annual total return
for the  life of the Fund is  given.  Average  annual  total  return  quotations
reflect  changes in the price of the Fund's shares and assume that all dividends
and capital gains distributions during the respective periods were reinvested in
Fund shares.  Average  annual total return is  calculated by finding the average
annual compound rates of return of a hypothetical investment, over such periods,
according  to the  following  formula  (average  annual  total  return  is  then
expressed as a percentage):

                               T = (ERV/P)^1/n - 1
     Where:

     P   = a hypothetical initial investment of $1,000
     T   = average annual total return
     n   = number of years
     ERV = ending redeemable value: ERV is the value, at the end of the      
           applicable period, of a hypothetical $1,000 investment made at the
           beginning of the applicable period.                                  

     Average Annual Total Return for periods ended December 31,    1994    

                                       One      Five       Ten      Life of
                                       Year     Years     Years      Fund
                                       ----     -----     -----      ----
Scudder Medium Term Tax Free Fund*     -3.50%   6.81%     6.95%       --

Scudder Managed Municipal Bonds        -6.04    6.81      9.10        --

Scudder High Yield Tax Free Fund**     -8.38    6.83       --        6.45    (1)

*        The foregoing  average annual total return includes the period prior to
         November 1, 1990,  during which the Fund operated  under the investment
         objective and policies of Scudder Tax Free Target Fund 1990  Portfolio.
         Average  annual total return  figures for the periods prior to November
         1, 1990 should not be considered representative of the present Fund. If
         the Adviser had not maintained Fund expenses for the period November 1,


                                       44
<PAGE>

         1990 through December 31,    1994     and had imposed a full management
         fee for this period,  the average  annual total return for the one year
         and  five  year  periods  and the  life of the  Fund  would  have  been
            _____    %,    _____    % and    _____    %, respectively.

**       If the Adviser had not maintained  Fund expenses and had imposed a full
         management  fee,  the average  annual  total return for the life of the
         Fund would have been approximately _____%.

(1)      For the period beginning January 22, 1987 (commencement of operations).

         Cumulative  Total  Return  is  the  cumulative  rate  of  return  on  a
hypothetical  initial  investment of $1,000 for a specified  period.  Cumulative
total  return  quotations  reflect  changes in the price of a Fund's  shares and
assume that all dividends and capital gains distributions during the period were
reinvested in Fund shares.  Cumulative total return is calculated by finding the
cumulative  rates of  return of a  hypothetical  investment  over such  periods,
according to the following formula (cumulative total return is then expressed as
a percentage):

                                 C = (ERV/P) - 1
     Where:

     C =   Cumulative Total Return
     P =   a hypothetical initial investment of $1,000
     ERV = ending redeemable value: ERV is the value, at the end of the  
           applicable period, of a hypothetical $1,000 investment made at
           the beginning of the applicable period.                             
                  
<TABLE>
<CAPTION>
           Cumulative Total Return for periods ended December 31, 1994

                                            One        Five          Ten           Life of
                                            Year       Years        Years           Fund
                                            ----       -----        -----           ----
<S>                                     <C>            <C>          <C>              <C>
Scudder Medium Term Tax Free Fund*         -3.50%      39.00%       95.84%           --

Scudder Managed Municipal Bonds            -6.04       39.04       138.82            --

Scudder High Yield Tax Free Fund**         -8.38       39.12          --           64.05     (1)

   Scudder Limited Term Tax Free Fund       0.41         --           --            0.41 (2)     

*        The  foregoing  cumulative  total  return  includes the period prior to
         November 1, 1990,  during which the Fund operated  under the investment
         objective and policies of Scudder Tax Free Target Fund 1990  Portfolio.
         Cumulative  total return  figures for the periods  prior to November 1,
         1990 should not be  considered  representative  of the present Fund. If
         the Adviser had not maintained Fund expenses for the period November 1,
         1990 through  December 31, 1994 and had imposed a full  management  fee
         for this period,  the cumulative total return for the one year and five
         year  periods  and the life of the Fund would have been     _____    %,
            _____    % and    _____    %, respectively.

**       If the Adviser had not maintained  Fund expenses and had imposed a full
         management  fee, the  cumulative  total return for the life of the Fund
         would have been approximately _____%.

(1)      For the period beginning January 22, 1987 (commencement of operations).

   
(2)      For the period beginning February 15, 1994 (commencement of operations).
    
</TABLE>

         Total  Return is the rate of return on an  investment  for a  specified
period of time calculated in the same manner as Cumulative Total Return.


                                       45
<PAGE>

         Yield is the net annualized  yield based on a specified  30-day (or one
month)  period  assuming a  semiannual  compounding  of income.  Included in net
investment  income is the  amortization of market premium or accretion of market
and original issue discount.  Yield is calculated by dividing the net investment
income per share  earned  during the period by the  maximum  offering  price per
share on the last day of the period, according to the following formula:

                          YIELD = 2[(a-b/cd + 1)^6 - 1]

     Where:

     a = dividends and interest earned during the period.
     b = expenses accrued for the period (net of expense maintenance).
     c = the average daily number of shares outstanding during the period that
         were entitled to receive dividends.                                  
     d = the maximum offering price per share on the last day of the period.

           Yields for the 30-day period ended December 31,    1994    

                 Scudder Medium Term Tax Free Fund*       5.29    %

                 Scudder Managed Municipal Bonds          5.79    %

                 Scudder High Yield Tax Free Fund         6.52    %

                 Scudder Limited Term Tax Free Fund       5.38    %

*        The Adviser  maintained  Fund expenses for the period  November 1, 1990
         through June 30, 1993.  From July 1, 1993 to    January 1, 1994     the
         Adviser  maintained  Fund expenses at 0.25% of average daily net assets
         of the Fund.     For the period  January 2, 1994 to April 30,  1994 the
         Adviser  maintained the Fund's total annualized  expenses at 0.50%. For
         the period May 1, 1994 to December 31, 1994 the Adviser  maintained the
         Fund's total annualized expenses at 0.70%.     The yield for the 30-day
         period ended  December 31, 1994,  had the Adviser not  maintained  Fund
         expenses, would have been approximately    _____    %.

         Tax-Equivalent  Yield is the net  annualized  taxable  yield  needed to
produce a  specified  tax-exempt  yield at a given tax rate based on a specified
30-day (or one month)  period  assuming a  reinvestment  of all  dividends  paid
during such period (a method known as "semiannual compounding").  Tax-equivalent
yield is calculated by dividing that portion of the Fund's yield (as computed in
the yield  description  in D.,  above) which is tax-exempt by one minus a stated
Federal  income tax rate and adding the product to that portion,  if any, of the
yield of the Fund that is not tax-exempt.

              Tax-Equivalent Yields as of December 31,    1994    

<TABLE>
<CAPTION>
                                                  TAXABLE EQUIVALENT*

                                                             28%               31%              36%              39.6%
FUND                                                     Tax Bracket       Tax Bracket      Tax Bracket       Tax Bracket
- ----                                                     -----------       -----------      -----------       -----------
<S>                                                           <C>             <C>              <C>             <C>      
Scudder Medium Term Tax Free Fund                             7.33%           7.65%            8.27%           8.76%    

Scudder Managed Municipal Bonds                               8.03%           8.38%            9.05%           9.59%    

Scudder High Yield Tax Free Fund                              9.07%           9.46%            10.19%         10.79%    

   Scudder Limited Term Tax Free Fund                       7.47%             7.80%            8.41%           8.91%    

*        Based on federal income tax rates in effect for the    1994     taxable
         year.
</TABLE>


                                       46
<PAGE>

Tax-Exempt Income vs. Taxable Income

         The following  table  illustrates  comparative  yields from taxable and
tax-exempt  obligations  under  federal  income  tax  rates  in  effect  for the
   1994     calendar year.

<TABLE>
<CAPTION>

           1994     Taxable                 Federal            To Equal Hypothetical Tax-Free Yields of 5%, 7% and 9%, a
          Income Brackets                  Tax Rates                    Taxable Investment Would Have To Earn**
                                           Individual
                                             Return                  5%                   7%                    9%
                                             ------                  --                   --                    --
<C>  <C>                                     <C>                   <C>                   <C>                  <C>   
$0 - $22,100                                 15.0%                 5.88%                 8.24%                10.59%
22,101 - $53,500                             28.0%                 6.94%                 9.72%                12.50%
$53,501 - $115,000                           31.0%                 7.25%                10.14%                13.04%
$115,001 - $250,000                          36.0%                 7.81%                10.94%                14.06%
Over $250,000                                39.6%                 8.28%                11.59%                14.90%

                                             Joint
                                             Return
                                             ------
$0 - $36,900                                 15.0%                 5.88%                 8.24%                10.59%
$36,901 - $89,150                            28.0%                 6.94%                 9.72%                12.50%
$89,151 - $140,000                           31.0%                 7.25%                10.14%                13.04%
$140,001 - $250,000                          36.0%                 7.81%                10.94%                14.06%
Over $250,000                                39.6%                 8.28%                11.59%                14.90%

**       These illustrations  assume the Federal  alternative minimum tax is not applicable,  that an individual is not
         a "head  of  household"  and  claims  one  exemption  and  that  taxpayers  filing a joint  return  claim  two
         exemptions.  Note also that these  federal  income tax brackets and rates do not take into account the effects
         of (i) a reduction in the  deductibility  of itemized  deductions for taxpayers  whose federal  adjusted gross
         income exceeds $108,450 ($54,225 in the case of a married  individual  filing a separate  return),  or of (ii)
         the gradual  phaseout of the personal  exemption  amount for  taxpayers  whose federal  adjusted  gross income
         exceeds  $108,450  (for  single  individuals)  or $162,700  (for  married  individuals  filing  jointly).  The
         effective federal tax rates and equivalent yields for such taxpayers would be higher than those shown above.
</TABLE>

         Example:*

         Based on 1993 federal tax rates, a married couple filing a joint return
with  two  exemptions  and  taxable  income  of  $40,000  would  have  to earn a
tax-equivalent yield of 6.94% in order to match a tax-free yield of 5%.

         There is no guarantee that a fund will achieve a specific yield.  While
most of the income  distributed to the  shareholders of each Fund will be exempt
from federal  income  taxes,  portions of such  distributions  may be subject to
federal  income  taxes.  Distributions  may also be  subject  to state and local
taxes.

*        Net  amount  subject  to  federal  income  tax  after   deductions  and
         exemptions, exclusive of the alternative minimum tax.

         As described  above,  average  annual total  return,  cumulative  total
return, total return,  yield, and tax-equivalent yield are historical,  show the
performance of a hypothetical investment and are not intended to indicate future
performance. Average annual total return, cumulative total return, total return,
yield, and tax-equivalent  yield for a Fund will vary based on changes in market
conditions and the level of the Fund's expenses.

         Investors  should  be aware  that  the  principal  of each  Fund is not
insured.

Comparison of Portfolio Performance

         A comparison of the quoted non-standard performance offered for various
investments is valid only if performance is calculated in the same manner. Since
there  are  different  methods  of  calculating  performance,  investors  should


                                       47
<PAGE>

consider the effects of the methods used to calculate performance when comparing
performance of a Fund with  performance  quoted with respect to other investment
companies or types of investments.

         In  connection  with   communicating  its  performance  to  current  or
prospective  shareholders,  a  Fund  also  may  compare  these  figures  to  the
performance of unmanaged  indices which may assume  reinvestment of dividends or
interest  but  generally  do  not  reflect  deductions  for  administrative  and
management  costs.  Examples  include,  but are  not  limited  to the Dow  Jones
Industrial  Average,  the Consumer Price Index,  Standard & Poor's 500 Composite
Stock  Price  Index  (S&P  500),  the NASDAQ  OTC  Composite  Index,  the NASDAQ
Industrials Index, the Russell 2000 Index, and statistics published by the Small
Business Administration.

         From time to time, in advertising  and marketing  literature,  a Fund's
performance  may be compared to the  performance of broad groups of mutual funds
with similar investment goals, as tracked by independent  organizations such as,
Investment  Company  Data,  Inc.  ("ICD"),   Lipper  Analytical  Services,  Inc.
("Lipper"), CDA Investment Technologies,  Inc. ("CDA"), Morningstar, Inc., Value
Line  Mutual  Fund  Survey  and  other  independent  organizations.  When  these
organizations'  tracking  results  are  used,  a Fund  will be  compared  to the
appropriate fund category, that is, by fund objective and portfolio holdings, or
to the  appropriate  volatility  grouping,  where  volatility  is a measure of a
fund's risk.  For instance,  a Scudder  growth fund will be compared to funds in
the growth fund category; a Scudder income fund will be compared to funds in the
income fund  category;  and so on. Scudder funds (except for money market funds)
may also be compared to funds with similar volatility, as measured statistically
by independent organizations.

         From time to time, in marketing and other Fund literature, Trustees and
officers of the Funds, the Funds' portfolio manager, or members of the portfolio
management  team may be  depicted  and quoted to give  prospective  and  current
shareholders  a better sense of the outlook and approach of those who manage the
Funds. In addition,  the amount of assets that the Adviser has under  management
in  various  geographical  areas  may be  quoted in  advertising  and  marketing
materials.

         The Funds  may be  advertised  as an  investment  choice  in  Scudder's
college planning program. The description may contain illustrations of projected
future  college  costs  based on assumed  rates of  inflation  and  examples  of
hypothetical fund performance, calculated as described above.

         Statistical and other  information,  as provided by the Social Security
Administration,  may be used in marketing  materials  pertaining  to  retirement
planning  in order to  estimate  future  payouts  of social  security  benefits.
Estimates may be used on demographic and economic data.

         Marketing and other Fund  literature  may include a description  of the
potential  risks and rewards  associated  with an investment  in the Funds.  The
description  may include a  "risk/return  spectrum"  which compares the Funds to
other Scudder funds or broad categories of funds, such as money market,  bond or
equity funds,  in terms of potential  risks and returns.  Money market funds are
designed to maintain a constant $1.00 share price and have a fluctuating  yield.
Share  price,  yield and total return of a bond fund will  fluctuate.  The share
price and return of an equity fund also will fluctuate. The description may also
compare the Funds to bank  products,  such as  certificates  of deposit.  Unlike
mutual  funds,  certificates  of deposit  are insured up to $100,000 by the U.S.
government and offer a fixed rate of return.

         Because bank products  guarantee  the principal  value of an investment
and money  market funds seek  stability  of  principal,  these  investments  are
considered  to be less risky than  investments  in either bond or equity  funds,
which may involve the loss of principal.  However,  all  long-term  investments,
including investments in bank products,  may be subject to inflation risk, which
is the risk of erosion of the value of an investment  as prices  increase over a
long time period.  The  risks/returns  associated  with an investment in bond or
equity funds depend upon many factors. For bond funds these factors include, but
are not limited to, a fund's overall investment objective, the average portfolio
maturity,  credit quality of the securities  held, and interest rate  movements.
For equity funds,  factors include a fund's overall  investment  objective,  the
types of equity securities held and the financial position of the issuers of the
securities.  The  risks/returns  associated with an investment in  international
bond or equity funds also will depend upon currency exchange rate fluctuation.


                                       48
<PAGE>

         A risk/return  spectrum  generally will position the various investment
categories in the following order: bank products, money market funds, bond funds
and equity funds.  Shorter-term  bond funds  generally are considered less risky
and offer the potential for less return than longer-term bond funds. The same is
true of domestic bond funds relative to international bond funds, and bond funds
that purchase  higher  quality  securities  relative to bond funds that purchase
lower  quality  securities.   Growth  and  income  equity  funds  are  generally
considered  to be less risky and offer the potential for less return than growth
funds. In addition, international equity funds usually are considered more risky
than domestic equity funds but generally offer the potential for greater return.

         Risk/return  spectrums  also  may  depict  funds  that  invest  in both
domestic and foreign securities or a combination of bond and equity securities.

         Evaluation  of  Fund   performance   or  other   relevant   statistical
information  made by  independent  sources  may  also be used in  advertisements
concerning the Funds,  including reprints of, or selections from,  editorials or
articles  about  these  Funds.  Sources  for Fund  performance  information  and
articles about the Funds may include the following:

American Association of Individual  Investors' Journal, a monthly publication of
the AAII that includes articles on investment analysis techniques.

Asian Wall Street  Journal,  a weekly Asian  newspaper  that often  reviews U.S.
mutual funds investing internationally.

Banxquote,  an on-line source of national  averages for leading money market and
bank CD interest  rates,  published  on a weekly  basis by  Masterfund,  Inc. of
Wilmington, Delaware.

Barron's,  a Dow Jones and  Company,  Inc.  business and  financial  weekly that
periodically reviews mutual fund performance data.

Business  Week,  a  national  business  weekly  that  periodically  reports  the
performance rankings and ratings of a variety of mutual funds investing abroad.

CDA Investment  Technologies,  Inc., an organization which provides  performance
and ranking  information  through  examining the dollar results of  hypothetical
mutual fund investments and comparing these results against  appropriate  market
indices.

Consumer  Digest, a monthly  business/financial  magazine that includes a "Money
Watch" section featuring financial news.

Financial Times,  Europe's business newspaper,  which features from time to time
articles on international or country-specific funds.

Financial World, a general  business/financial  magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.

Forbes,  a national  business  publication  that from time to time  reports  the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.

The  Frank  Russell  Company,  a  West-Coast  investment  management  firm  that
periodically  evaluates  international stock markets and compares foreign equity
market performance to U.S. stock market performance.

Global  Investor,   a  European   publication  that  periodically   reviews  the
performance of U.S. mutual funds investing internationally.

IBC/Donoghue's   Money  Fund  Report,  a  weekly  publication  of  the  Donoghue
Organization, Inc., of Holliston, Massachusetts, reporting on the performance of
the nation's  money market  funds,  summarizing  money market fund  activity and


                                       49
<PAGE>

including certain averages as performance benchmarks,  specifically  "Donoghue's
Money Fund Average," and "Donoghue's Government Money Fund Average."

Ibbotson  Associates,  Inc., a company  specializing in investment  research and
data.

Investment  Company  Data,  Inc., an  independent  organization  which  provides
performance ranking information for broad classes of mutual funds.

Investor's  Daily, a daily  newspaper  that features  financial,  economic,  and
business news.

Kiplinger's Personal Finance Magazine, a monthly investment advisory publication
that periodically features the performance of a variety of securities.

Lipper Analytical  Services,  Inc.'s Mutual Fund Performance  Analysis, a weekly
publication of industry-wide mutual fund averages by type of fund.

Money,  a monthly  magazine that from time to time features both specific  funds
and the mutual fund industry as a whole.

Morgan  Stanley  International,  an  integrated  investment  banking  firm  that
compiles statistical information.

Mutual Fund Values,  a biweekly  Morningstar,  Inc.  publication  that  provides
ratings  of  mutual  funds  based  on  fund  performance,   risk  and  portfolio
characteristics.

The New York Times, a nationally  distributed  newspaper which regularly  covers
financial news.

The No-Load Fund Investor,  a monthly  newsletter,  published by Sheldon Jacobs,
that includes mutual fund  performance data and  recommendations  for the mutual
fund investor.

No-Load Fund*X, a monthly newsletter, published by DAL Investment Company, Inc.,
that reports on mutual fund  performance,  rates funds and discusses  investment
strategies for the mutual fund investor.

Personal  Investing  News,  a monthly  news  publication  that often  reports on
investment opportunities and market conditions.

Personal  Investor,  a monthly investment  advisory  publication that includes a
"Mutual Funds Outlook" section  reporting on mutual fund  performance  measures,
yields, indices and portfolio holdings.

Smart Money, a national personal finance magazine published monthly by Dow Jones
and  Company,  Inc.  and The  Hearst  Corporation.  Focus is placed on ideas for
investing, spending and saving.

Success,  a monthly magazine  targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.

United Mutual Fund Selector, a semi-monthly investment newsletter,  published by
Babson United  Investment  Advisors,  that includes mutual fund performance data
and reviews of mutual fund portfolios and investment strategies.

USA Today, a leading national daily newspaper.

U.S. News and World Report, a national business weekly that periodically reports
mutual fund performance data.

Wall Street  Journal,  a Dow Jones and Company,  Inc.  newspaper which regularly
covers financial news.

Wiesenberger  Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds,  management policies, salient features,  management results,
income and dividend records and price ranges.


                                       50
<PAGE>

Working  Woman,  a monthly  publication  that  features a  "Financial  Workshop"
section reporting on the mutual fund/financial industry.

Worth, a national  publication  put out 10 times per year by Capital  Publishing
Company,  a  subsidiary  of  Fidelity  Investments.  Focus is placed on personal
financial journalism.

                            ORGANIZATION OF THE FUNDS

                     (See "Fund organization" in the Funds'
                                  prospectus.)

         Scudder  Tax  Free  Money  Fund  is  a  Massachusetts   business  trust
established  under a  Declaration  of Trust dated  October 5, 1979,  as amended.
Scudder  Medium  Term Tax Free Fund is a series of  Scudder  Tax Free  Trust,  a
Massachusetts  business  trust  established  under a Declaration  of Trust dated
December 28, 1982, as amended.  Scudder  Limited Term Tax Free Fund is the other
series of the Trust.  The name and investment  objectives of SMTTFF were changed
effective November 1, 1990. Scudder Municipal Trust is a Massachusetts  business
trust  established  under a  Declaration  of Trust dated  September 24, 1976, as
amended. The Trustees of Scudder Municipal Trust have established and designated
two series of the Trust:  Scudder Managed Municipal Bonds and Scudder High Yield
Tax Free Fund. Each Fund's authorized capital consists of an unlimited number of
shares of beneficial  interest,  $.01 par value.  All shares of each Fund issued
and  outstanding  will be  fully  paid  and  non-assessable  by the  Funds,  and
redeemable as described in this Statement of Additional Information.

         All  shares of STFMF and     STFT      are of one class and have  equal
rights as to  voting,  dividends  and  liquidation.  The  Trustees  of STFMF and
   STFT      have the  authority  to issue two or more  series of shares  and to
designate the relative rights and  preferences as between the different  series.
The Trustees of STFMF have not yet exercised  that  authority.  If more than one
series of shares were  issued and a series were unable to meet its  obligations,
the remaining  series might have to assume the  unsatisfied  obligations of that
series.  All shares issued and outstanding will be fully paid and non-assessable
by the Funds  and  redeemable  as  described  in this  Statement  of  Additional
Information and in the Funds' prospectus.

         The shares of SMT are issued in  separate  series,  each share of which
represents an equal proportionate  interest in that series with each other share
of that series.  The Trustees of SMT have the authority to designate  additional
series and to  designate  the  relative  rights and  preferences  as between the
different series.

         The Trustees of STFMF and SMT, in their  discretion,  may authorize the
division  of shares of each of their  respective  Funds (or  shares of a series)
into different classes  permitting shares of different classes to be distributed
by different  methods.  Although  shareholders of different  classes of a series
would  have an  interest  in the  same  portfolio  of  assets,  shareholders  of
different  classes may bear  different  expenses in  connection  with  different
methods of  distribution.  The Trustees have no present  intention of taking the
action  necessary to effect the division of shares into separate  classes (which
under present  regulations  would require the Funds first to obtain an exemptive
order of the SEC), nor of changing the method of  distribution  of shares of the
Funds.

         Currently,  the assets of SMT    and STFT     received for the issue or
sale of the shares of each series and all income, earnings, profits and proceeds
thereof,  subject only to the rights of creditors, are specifically allocated to
such series and constitute the underlying assets of such series.  The underlying
assets of each  series are  segregated  on the books of  account,  and are to be
charged with the  liabilities  in respect to such series and with a share of the
general liabilities of SMT. If a series were unable to meet its obligations, the
assets of all other series may in some  circumstances  be available to creditors
for that purpose, in which case the assets of such other series could be used to
meet liabilities which are not otherwise properly  chargeable to them.  Expenses
with respect to any two or more series are to be allocated in  proportion to the
asset value of the respective series except where allocations of direct expenses
can  otherwise  be fairly  made.  The  officers of SMT and STFT,  subject to the
general  supervision  of  the  Trustees,  have  the  power  to  determine  which
liabilities  are allocable to a given series,  or which are general or allocable
to two or more series. In the event of the dissolution or liquidation of SMT and
STFT, the holders of the shares of any series are entitled to receive as a class
the underlying assets of such shares available for distribution to shareholders.


                                       51
<PAGE>

         Shares of SMT    and  STFT      entitle  their  holders to one vote per
share; however,  separate votes are taken by each series on matters affecting an
individual series. For example, a change in investment policy for a series would
be  voted  upon  only by  shareholders  of the  series  involved.  Additionally,
approval  of the  investment  advisory  agreement  is a matter to be  determined
separately  by each  series.  Approval  by the  shareholders  of one  series  is
effective as to that series  whether or not enough  votes are received  from the
shareholders  of the other  series to  approve  such  agreement  as to the other
series.

         Each Fund's  Declaration of Trust provides that obligations of the Fund
involved  are not  binding  upon the  Trustees  individually  but only  upon the
property of that Fund,  that the Trustees  and  officers  will not be liable for
errors of judgment or mistakes of fact or law, and that the Fund  involved  will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection  with  litigation  in which  they may be  involved  because  of their
offices with the Fund except if it is determined  in the manner  provided in the
Declaration  of Trust that they have not acted in good  faith in the  reasonable
belief  that their  actions  were in the best  interests  of the Fund  involved.
However,  nothing in the Declarations of Trust protect or indemnify a Trustee or
officer  against any liability to which he or she would  otherwise be subject by
reason  of  willful  misfeasance,  bad  faith,  gross  negligence,  or  reckless
disregard of the duties involved in the conduct of his or her office.

                               INVESTMENT ADVISER

               (See "Fund organization--Investment adviser" in the
                              Funds' prospectus.)

         Each  Fund  has an  investment  advisory  agreement  (the  "Agreement,"
   collectively,  the  "Agreements"    )  with the  investment  counsel  firm of
Scudder,  Stevens & Clark, Inc. (sometimes referred to herein as the "Adviser").
This organization is one of the most experienced  investment management firms in
the United States. It was established as a partnership in 1919 and pioneered the
practice of providing  investment  counsel to individual clients on a fee basis.
In 1928 it  introduced  the first  no-load  mutual fund to the public.  In 1953,
Scudder  introduced  Scudder  International  Fund,  Inc.,  the first mutual fund
registered with the SEC in the U.S. investing internationally in several foreign
countries.  The firm reorganized from a partnership to a corporation on June 28,
1985.

         The  principal  source of the  Adviser's  income is  professional  fees
received from providing  continuous  investment  advice, and the firm derives no
income  from  brokerage  or  underwriting  of  securities.  Today,  it  provides
investment  counsel for many individuals and institutions,  including  insurance
companies,   colleges,  industrial  corporations,   and  financial  and  banking
organizations.  In addition,  it manages  Montgomery  Street Income  Securities,
Inc., Scudder California Tax Free Trust,  Scudder Cash Investment Trust, Scudder
Development Fund, Scudder Equity Trust, Scudder Fund, Inc., Scudder Funds Trust,
Scudder Global Fund, Inc., Scudder GNMA Fund,  Scudder Portfolio Trust,  Scudder
Institutional  Fund, Inc., Scudder  International Fund, Inc., Scudder Investment
Trust,  Scudder Municipal Trust,  Scudder Mutual Funds,  Inc.,  Scudder New Asia
Fund, Inc., Scudder New Europe Fund, Inc., 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, Scudder World Income  Opportunities Fund,
Inc., The Argentina Fund,  Inc., The Brazil Fund,  Inc., The First Iberian Fund,
Inc., The Korea Fund,  Inc.,  The Japan Fund,  Inc. and The Latin America Dollar
Income Fund,  Inc.  Some of the  foregoing  companies or trusts have two or more
series.

         The Adviser also provides  investment  advisory  services to the mutual
funds  which  comprise  the  AARP  Investment  Program  from  Scudder.  The AARP
Investment  Program  from  Scudder has assets over $11 billion and  includes the
AARP Growth Trust,  AARP Income Trust,  AARP Tax Free Income Trust and AARP Cash
Investment Funds.

         The  Adviser  maintains a large  research  department,  which  conducts
ongoing  studies of the factors that affect the position of various  industries,
companies and individual securities.  The Adviser receives published reports and
statistical  compilations  from issuers and other  sources,  as well as analyses
from  brokers  and  dealers  who  may  execute  portfolio  transactions  for the
Adviser's clients. However, the Adviser regards this information and material as
an adjunct to its own research activities.  In selecting the securities in which
the Funds may invest,  the conclusions  and investment  decisions of the Adviser
with  respect  to the Funds  are  based  primarily  on the  analyses  of its own
research department.


                                       52
<PAGE>

         Certain  investments  may be appropriate for more than one of the Funds
(or more than one  series of SMT     and  STFT    )  and also for other  clients
advised  by the  Adviser,  in  particular  the  other  Scudder  tax free  funds.
Investment  decisions  for the Funds and other  clients  are made with a view to
achieving their respective investment objectives and after consideration of such
factors as their current  holdings,  availability of cash for investment and the
size of their investments  generally.  Frequently,  a particular security may be
bought or sold for only one  client or in  different  amounts  and at  different
times  for more  than one but less  than all  clients.  Likewise,  a  particular
security may be bought for one or more  clients  when one or more other  clients
are selling the security.  In addition,  purchases or sales of the same security
may be made  for two or more  clients  on the  same  day.  In such  event,  such
transactions  will be  allocated  among the clients in a manner  believed by the
Adviser to be equitable to each.  In some cases,  this  procedure  could have an
adverse effect on the price or amount of the  securities  purchased or sold by a
Fund.  Purchase  and sale orders for a Fund may be combined  with those of other
clients of the  Adviser in the  interest of  achieving  the most  favorable  net
results to the Funds.

         Under the  Agreements,  the Adviser  regularly  provides the Funds with
continuing   investment   management  consistent  with  each  Fund's  investment
objectives,  policies and  restrictions  and determines what securities shall be
purchased for each Fund, what securities shall be held or sold by each Fund, and
what portion of each Fund's assets shall be held  uninvested,  subject always to
the provisions of each Fund's Declaration of Trust and By-Laws,  of the 1940 Act
and the Internal Revenue Code of 1986 and to each Fund's investment  objectives,
policies and restrictions, and subject further to such policies and instructions
as the Trustees of each Fund may from time to time  establish.  The Adviser also
advises  and  assists  the  officers  of each Fund in taking  such  steps as are
necessary  or  appropriate  to carry out the  decisions  of its Trustees and the
appropriate  committees of the Trustees regarding the conduct of the business of
the Funds.

         Under  the   Agreements,   the   Adviser   also   renders   significant
administrative  services (not otherwise provided by third parties) necessary for
the Funds'  operations  as an open-end  investment  company  including,  but not
limited to,  preparing  reports and notices to the  Trustees  and  shareholders;
supervising,  negotiating contractual  arrangements with, and monitoring various
third-party  service  providers to the Funds (such as the Funds' transfer agent,
pricing agents, custodian, accountants and others); preparing and making filings
with the SEC and other  regulatory  agencies;  assisting in the  preparation and
filing of the Funds' federal, state and local tax returns;  preparing and filing
the Fund's  federal  excise tax  returns;  assisting  with  investor  and public
relations matters; monitoring the valuation of securities and the calculation of
net asset  value;  monitoring  the  registration  of  shares of the Funds  under
applicable  federal and state securities laws;  maintaining the Funds' books and
records to the extent not otherwise  maintained  by a third party;  assisting in
establishing  accounting  policies of the Funds;  assisting in the resolution of
accounting and legal issues;  establishing  and monitoring the Funds'  operating
budget;  processing the payment of the Funds' bills; assisting the Funds in, and
otherwise  arranging  for,  the  payment  of  distributions  and  dividends  and
otherwise  assisting  the Funds in the conduct of its  business,  subject to the
direction and control of the Trustees.

         The  Adviser  pays  the  compensation  and  expenses  (except  expenses
incurred in attending  Board and committee  meetings  outside New York, New York
and Boston,  Massachusetts) of all Trustees and executive employees of each Fund
affiliated with the Adviser and makes  available,  without expense to the Funds,
the services of such trustees, officers and employees of the Adviser as may duly
be elected Trustees of the Funds,  subject to their individual  consent to serve
and to any limitations imposed by law, and provides each Fund's office space and
facilities.

         For the above services STFMF pays a fee of 0.50 of 1% of the first $500
million of average  daily net assets and 0.48 of 1% of such net assets over $500
million,  payable monthly,  provided the Fund will make such interim payments as
may be  requested by the Adviser not to exceed 75% of the amount of the fee then
accrued on the books of the Fund and unpaid.

         For the years  ended  December  31,     1992,  1993 and  1994    ,  the
investment  advisory fees pursuant to its investment advisory agreement amounted
to $   1,326,155, $1,204,009 and $1,222,791    , respectively.

         Prior  to  December  12,  1990,  STFMF  paid  the  Adviser  in  monthly
installments an annual fee equal to  approximately  0.50 of 1% of the first $300
million  of average  daily net  assets of the Fund;  0.48 of 1% of the next $200
million of such assets and 0.46 of 1% of such assets  over $500  million.  Under
the  prior  Agreement  the Fund  bore the  expense  of  administrative  services
provided  by the  Adviser;  these  services  are  included  within  the  current
Agreement and are not charged separately.


                                       53
<PAGE>

   
         For the above services,  SLTTFF pays the Adviser a monthly fee of 0.60%
of the average daily net assets of the Fund. The Agreement  provides that if the
Fund's  expenses,  exclusive of taxes,  interest,  and  extraordinary  expenses,
exceed specified  limits,  such excess,  up to the amount of the management fee,
will be paid by the Adviser. The Adviser retains the ability to be repaid by the
Fund if expenses fall below the  specified  limit prior to the end of the fiscal
year. These expense limitation arrangements can decrease the Fund's expenses and
improve its  performance.  For the period  February  15, 1994  (commencement  of
operations)  to October 31, 1994,  the Adviser did not impose its management fee
of $152,675.

         The Adviser has agreed to maintain the annualized expenses of SLTTFF at
not more than 0.25% of the average  daily net assets of SLTTFF  until August 31,
1995.
    

         For  the  fiscal  period  ended  October  31,  1994  the  amount  to be
reimbursed by the Adviser equaled $124,328.

         For the above  services  SMTTFF pays a monthly fee of 0.60 of 1% of the
first $500 million of average  daily net assets and 0.50 of 1% of such assets in
excess of $500 million on an annual basis.

         For the years ended December 31,    1992,  1993 and 1994,      SMTTFF's
fees  pursuant  to  such  Agreement  amounted  to  $   2,771,139,  $484,365  and
$4,150,246      respectively.  The Adviser did not impose any of its fee for the
year ended  December  31,  1992.  For the years ended  December  31, 1993    and
1994    ,  SMTTFF's  aggregate  fees  pursuant  to such  Agreement  amounted  to
$5,202,848    and  $4,920,420    ,  respectively;  however,  the Adviser did not
impose $4,718,483    and $770,174, respectively.    

         The Adviser has agreed to maintain the annualized expenses of SMTTFF at
not more than  0.70% of average  daily net  assets of the Fund  until  April 30,
1995. For the period  January 1, 1992 to January 1, 1993 the Adviser  maintained
expenses of the Fund at 0.50%. From January 1, 1993 to June 30, 1993 the Adviser
maintained  expenses of the Fund at 0.0% of average daily net assets.  From July
1, 1993 to January 1, 1994 the Adviser maintained  expenses of the Fund at 0.25%
of average  daily net assets.  For the period  January 2, 1994 to April 30, 1994
the Adviser  maintained  expenses at 0.50%.  For the period May 1, 1994 to April
30, 1995 the  Adviser  maintained  expenses at 0.70%.  For the fiscal year ended
December 31, 1992 the amount reimbursed equaled $594,314.

         For these  services  SMMB pays a monthly fee of 0.55 of 1% on the first
$200 million of average daily net assets and 0.50 of 1% on the next $500 million
and 0.475 of 1% of average daily net assets in excess of $700  million,  payable
monthly,  provided the Fund will make such interim  payments as may be requested
by the  Adviser  not to exceed 75% of the amount of the fee then  accrued on the
books of the Fund and unpaid.

         For the years ended December 31,    1992, 1993 and 1994    ,  aggregate
fees incurred by SMMB pursuant to its investment  advisory agreement amounted to
$   4,135,346, $4,545,920 and $4,119,589    , respectively.

         Prior  to   December   12,  1990  SMMB  paid  the  Adviser  in  monthly
installments an annual fee equal to  approximately  0.60 of 1% of the first $100
million of average  daily net assets of the Fund;  0.50 of 1% of such net assets
between  $100  million  and $200  million;  and 0.45 of 1% of such net assets in
excess of $200  million  and 0.4% of such net assets in excess of $500  million.
Under the prior Agreement,  the Fund bore the expense of administrative services
provided  by the  Adviser;  these  services  are  included  within  the  current
Agreement  and are not charged  separately.  Under the  Management  Agreement in
effect  prior to August 10,  1993,  the Fund paid the  Adviser a fee equal to an
annual rate of 0.55 of 1% on the first $200 million of average  daily net assets
and 0.50 of 1% of such assets over $200 million.

         For the above  services  SHYTFF pays monthly a fee of 0.70 of 1% on the
first $200 million of average daily net assets and 0.65 of 1% on such net assets
in excess of $200  million,  payable  monthly,  provided the Fund will make such
interim  payments  as may be  requested  by the Adviser not to exceed 75% of the
amount of the fee then accrued on the books of the Fund and unpaid.

         The  Adviser  agreed not to impose  all or a portion of its  investment
advisory fee with respect to SHYTFF in order to maintain the annualized expenses
of the Fund at not more than 0.80% of average daily net assets of the Fund until
April 30,  1995.  For the fiscal  years ended  December  31,     1992,  1993 and
1994      fees  incurred by SHYTFF  amounted to  $   1,225,773,  $1,727,686  and


                                       54
<PAGE>

$1,526,385,     respectively. For the years ended December 31,    1992, 1993 and
1994      the  Adviser  did not  impose  a fee  which  would  have  amounted  to
$   10,760, $161,421 and $498,322,     respectively.

         Prior to  December  12,  1990,  SHYTFF  paid  the  Adviser  in  monthly
installments  an annual fee equal to  approximately  0.65 of 1% of average daily
net assets of the Fund.  Under the prior  Agreement the Fund bore the expense of
administrative  services  provided by the Adviser;  these  services are included
within the current Agreement and are not charged separately.

         Counsel  has  advised the Fund that for  completed  fiscal  periods the
Adviser  would  have been  liable  for  failure  to  comply  with the terms of a
publicly announced expense limitation.

         Under the  Agreements,  each Fund is  responsible  for all of its other
expenses,  including fees and expenses incurred in connection with membership in
investment company  organizations;  brokers'  commissions;  legal,  auditing and
accounting  expenses;  taxes and governmental fees; the fees and expenses of the
Transfer Agent; the cost of preparing share certificates and any other expenses,
including  clerical expenses,  of issuance,  sale,  underwriting,  distribution,
redemption or repurchase of shares; the expenses of and the fees for registering
or  qualifying  securities  for sale;  the fees and  expenses  of the  Trustees,
officers and employees of the Funds who are not affiliated with the Adviser; the
cost of printing and distributing  reports and notices to shareholders;  and the
fees and  disbursements  of  custodians.  Each Fund may  arrange  to have  third
parties  assume  all  or  part  of  the  expenses  of  sale,   underwriting  and
distribution of shares of such Fund. Each Fund is also  responsible for expenses
of shareholders'  meetings and expenses  incurred in connection with litigation,
proceedings  and claims and the legal  obligation  it may have to indemnify  its
officers and Trustees with respect  thereto.  The custodian  agreement  provides
that the custodian shall compute the net asset value.

         The Agreements require the Adviser to reimburse a Fund all or a portion
of advances of its  management  fee to the extent  annual  expenses of such Fund
(including the management fees stated above) exceed the  limitations  prescribed
by any state in which the Fund's shares are offered for sale.  Management of the
Funds  has  been  advised  that,  while  most  states  have  eliminated  expense
limitations, the lowest such limitation is currently 2 1/2% of average daily net
assets up to $30 million, 2% of the next $70 million of average daily net assets
and 1 1/2% of  average  daily  net  assets in  excess  of that  amount.  Certain
expenses  such as  brokerage  commissions,  taxes,  extraordinary  expenses  and
interest are excluded from such  limitations.  The expense  ratios for STFMF for
the years ended December 31,    1992, 1993 and 1994     were    0.73%, 0.75% and
0.77%,      respectively.  The  expense  ratio for SLTTFF for the fiscal  period
February 15, 1994  (commencement  of operations) to October 31, 1994 was 0%. The
expense ratios for SMTTFF for the fiscal years ended December 31,    1992,  1993
and  1994      were     0%,  0.14%  and  0.63%,      respectively.   If  expense
maintenance had not been in effect, total annualized Fund operating expenses for
SMTTFF for the years ended  December 31,     1992,  1993 and 1994     would have
been     0.80%,  0.75% and 0.71%     of average daily net assets,  respectively.
The expense  ratios of SMMB for the years ended December 31,     1992,  1993 and
1994     were     0.63%,  0.63% and 0.63%,      respectively.  Since the Adviser
maintained Fund expenses as described  above, the expense ratios for SHYTFF were
   0.98%,  0.92% and 0.80%     for the fiscal years ended December 31,     1992,
1993 and 1994,     respectively.  If expense maintenance had not been in effect,
total annualized Fund operating expenses for SHYTFF for the years ended December
31,    1992, 1993 and 1994     would have been    0.99%,  0.98% and 0.97%     of
average  daily net assets,  respectively.  Any such fee  advance  required to be
returned to a Fund will be returned as promptly as practicable  after the end of
the Fund's  fiscal  year.  However,  no fee payment  will be made to the Adviser
during any fiscal  year which  will cause  year-to-date  expenses  to exceed the
cumulative  pro  rata  expense  limitation  at the  time  of such  payment.  The
amortization  of  organizational  costs is described  herein  under  "ADDITIONAL
INFORMATION--Other Information."

   
         The Agreement for SLTTFF is dated February 15, 1994. The Agreement will
remain in effect until September 30, 1995, and will continue in effect from year
to year thereafter only if its continuance is approved annually by the vote of a
majority of those  Trustees who are not parties to such Agreement or "interested
persons" of the Adviser or the Trust cast in person at a meeting  called for the
purpose  of voting on such  approval  and  either by vote of a  majority  of the
Trustees or a majority of the  outstanding  voting  securities of the Fund.  The
Agreement  was approved by such  Trustees  (including a majority of the Trustees
who are not such  "interested  persons")  on December 14, 1993 and by the Fund's
shareowners  on December 31, 1994.  The  Agreement may be terminated at any time
without  payment of penalty by either party on sixty days' written  notice,  and
automatically terminates in the event of its assignment.
    

         The  Agreements  of STFMF and SHYTFF,  dated  December 12,  1990,  will
remain in effect as to each Fund until September 30, 1994.  Those Agreements and
the Agreements of SMMB and SMTTFF dated August 10, 1994, will continue in effect


                                       55
<PAGE>

from year to year thereafter only if its continuance is approved annually by the
vote of a majority  of those  Trustees  of each Fund who are not parties to such
Agreement or  "interested  persons" of the Adviser or the Fund  involved cast in
person at a meeting called for the purpose of voting on such approval and either
by vote of a majority of the  Trustees or a majority of the  outstanding  voting
securities of such Fund.  The Agreements of STFMF and SHYTFF were last approved,
and the Agreements of SMMB and SMTTF were initially  approved,  by such Trustees
(including a majority of the Trustees who are not such "interested  persons") on
August 10, 1993. The Agreements may be terminated at any time without payment of
penalty by either party or sixty days' written  notice,  and each  automatically
terminates in the even of its assignment.

         The  Agreements  also provide that a Fund may use any name derived from
the name "Scudder,  Stevens & Clark,  Inc." only as long as the Agreement or any
extension, renewal or amendment thereof involved remains in effect.

         In  reviewing  the  terms of the  Agreements  and in  discussions  with
Scudder,  Stevens & Clark, Inc. concerning the Agreements,  Trustees who are not
"interested  persons" of the Adviser are  represented by independent  counsel at
each Fund's expense.

         The  Agreements  provide  that the Adviser  shall not be liable for any
error of judgment or mistake of law or for any loss suffered by one of the Funds
in  connection  with  matters  to which  the  Agreements  relate,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Adviser in the  performance of its duties or from reckless  disregard by the
Adviser of its obligations and duties under the Agreements.

         Officers  and  employees  of the  Adviser  from  time to time  may have
transactions with various banks,  including the Funds' custodian bank. It is the
Adviser's  opinion that the terms and conditions of those  transactions were not
influenced by existing or potential custodial or other Fund relationships.

         None of the Trustees or Officers of a Fund may have  dealings with that
Fund as principals in the purchase or sale of  securities,  except as individual
subscribers to or holders of shares of the Fund.

Personal Investments by Employees of the Adviser

         Employees  of the Adviser are  permitted  to make  personal  securities
transactions,  subject  to  requirements  and  restrictions  set  forth  in  the
Adviser's  Code  of  Ethics.   The  Code  of  Ethics  contains   provisions  and
requirements  designed to identify  and address  certain  conflicts  of interest
between personal investment  activities and the interests of investment advisory
clients  such as the  Funds.  Among  other  things,  the Code of  Ethics,  which
generally  complies  with  standards   recommended  by  the  Investment  Company
Institute's  Advisory Group on Personal  Investing,  prohibits  certain types of
transactions  absent prior approval,  imposes time periods during which personal
transactions may not be made in certain securities,  and requires the submission
of  duplicate  broker   confirmations   and  monthly   reporting  of  securities
transactions.  Additional  restrictions  apply to portfolio  managers,  traders,
research  analysts  and others  involved  in the  investment  advisory  process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.

<TABLE>
<CAPTION>
                                                 TRUSTEES AND OFFICERS

                                                                                               Position with
                                                                                               Underwriter,
Name                                  Position              Principal                          Scudder Investor
and Address                           with Trust            Occupation**                       Services, Inc.
- -----------                           ----------            ------------                       --------------
<S>                                   <C>                   <C>                                <C>
David S. Lee*+                        President and         Managing Director of Scudder,      President, Director and
                                      Trustee (1,2,3)       Stevens & Clark, Inc.              Assistant Treasurer

Henry P. Becton, Jr.                  Trustee (1)           President and General Manager,               --
WGBH                                                        WGBH Educational Foundation
125 Western Ave.
Boston, MA  02134


                                       56
<PAGE>
                                                                                               Position with
                                                                                               Underwriter,
Name                                  Position              Principal                          Scudder Investor
and Address                           with Trust            Occupation**                       Services, Inc.
- -----------                           ----------            ------------                       --------------
Dawn-Marie Driscoll                   Trustee (1,2,3)       Attorney and Corporate Director;              --
5760 Flamingo Drive                                         former Partner, Palmer & Dodge,
Cape Coral, FL  33904                                       law firm (1988-1990); former
                                                            Vice President and Counsel for
                                                            Filene's, retail department
                                                            store, until 1988

Peter B. Freeman                      Trustee (1,2,3)       Corporate Director and Trustee                --
100 Alumni Avenue
Providence, RI  02906

Dudley H. Ladd*+                      Trustee (1)           Managing Director of Scudder,      Senior Vice President
                                                            Stevens & Clark, Inc.              and Director

George M. Lovejoy, Jr.                Trustee (1,2)         Chairman of Meredith & Grew                  --
160 Federal Street                                          Incorporated, a real estate
Boston, MA  02110                                           service company

Wesley W. Marple, Jr.                 Trustee (1,3)         Professor of Business                        --
Northeastern University                                     Administration, Northeastern
413 Hayden Hall                                             University, College of Business
360 Huntington Avenue                                       Administration
Boston, MA  02115

Jean C. Tempel                        Trustee (2,3)         Director, Executive Vice                     --
                                                            President and Manager, Safeguard
                                                            Scientifics, Inc.

Daniel Pierce*+                       Trustee and Vice      Chairman of the Board and          Vice President,
                                      President (1)         Managing Director of Scudder,      Director and Assistant
                                                            Stevens & Clark, Inc.              Treasurer

Juris Padegs*#                        Trustee (1,2,3) and   Managing Director of Scudder,      Vice President and
                                      Vice President (2)    Stevens & Clark, Inc.              Director

E. Michael Brown*+                    Trustee (2)           Managing Director of Scudder,      Assistant Treasurer
                                                            Stevens & Clark, Inc.

Donald C. Carleton+                   Vice President        Managing Director of Scudder,                 --
                                      (1,2,3)               Stevens & Clark, Inc.

Cuyler W. Findlay#                    Vice President        Managing Director of Scudder,      Senior Vice President
                                                            Stevens & Clark, Inc.              and Director

Jerard K. Hartman#                    Vice President        Managing Director of Scudder,                 --
                                      (1,2,3)               Stevens & Clark, Inc.

Thomas W. Joseph+                     Vice President        Principal of Scudder, Stevens &    Vice President,
                                      (1,2,3)               Clark, Inc.                        Director, Treasurer and
                                                                                               Assistant Clerk

                                       57
<PAGE>

                                                                                               Position with
                                                                                               Underwriter,
Name                                  Position              Principal                          Scudder Investor
and Address                           with Trust            Occupation**                       Services, Inc.
- -----------                           ----------            ------------                       --------------

Thomas F. McDonough+                  Vice President and    Principal of Scudder, Stevens &    Clerk
                                      Secretary (1,2,3)     Clark, Inc.

Pamela A. McGrath+                    Vice President and    Principal of Scudder, Stevens &               --
                                      Treasurer (1,2,3)     Clark, Inc.

Edward J. O'Connell#                  Vice President and    Principal of Scudder, Stevens &    Assistant Treasurer
                                      Assistant Treasurer   Clark, Inc.
                                      (1,2,3)

Coleen Downs Dinneen+                 Assistant Secretary   Vice President of Scudder,         Assistant Clerk
                                      (1,2,3)               Stevens & Clark, Inc.
</TABLE>

(1)      SMT
(2)      STFMF
(3)      STFT

*        Messrs. Lee, Ladd, Padegs, Pierce and Brown are considered by the Funds
         and their  counsel to be Trustees who are  "interested  persons" of the
         Adviser or of the Fund, within the meaning of the 1940 Act, as amended.
**       Unless otherwise stated, all Trustees and Officers have been associated
         with  their  respective  companies  for more  than  five  years but not
         necessarily in the same capacity.
+        Address:  Two International Place, Boston, Massachusetts 02110
#        Address:  345 Park Avenue, New York, New York 10154

         Messrs. Freeman, Lee and Lovejoy are members of the Executive Committee
of STFMF,  Mrs. DeFriez and Messrs.  Freeman,  Lee and Padegs are members of the
Executive  Committee of STFT, and Messrs.  Lee,  Lovejoy,  Marple and Pierce are
members of the  Executive  Committee  of SMT.  Each  Committee  has the power to
declare  dividends from ordinary income and  distributions  of realized  capital
gains to the same extent as its Board is so empowered.

         As of    April 1,  1995    ,  all  Trustees  and officers of STFMF as a
group owned  beneficially  (as that term is defined  under  Section 13(d) of the
Securities Exchange Act of 1934) less than 1% of the shares of the Fund.

         To the best of STFMF's knowledge, as of    April 1, 1995    , no person
owned beneficially more than 5% of the Fund's outstanding shares.

         As of    April 1,  1995    ,  all  Trustees  and  officers of STFT as a
group  owned  beneficially  (as that term is defined in Section  13(d) under the
Securities Exchange Act of 1934) less than 1% of SMTTFF.

         Certain accounts for which the Adviser acts as investment adviser owned
   ___________      shares in the aggregate, or    _____    % of the outstanding
shares of SMTTFF on     April 1,  1995    .  The Adviser may be deemed to be the
beneficial  owner of such shares but disclaims any beneficial  ownership in such
shares.

         To the best of STFT's knowledge,  as of    April 1, 1995,     no person
owned beneficially more than 5% of SMTTFF's  outstanding shares except as stated
above.

   
         As of April 1, 1995, all Trustees and officers of STFT as a group owned
beneficially  (as that term is defined  under  Section  13(d) of the  Securities
Exchange Act of 1934) less than 1% of SLTTFF.

         As of April 1, 1995, __________ shares in the aggregate,  _____% of the
outstanding  shares  of  SLTTFF  were  held in the  name of Moore  Limited,  222
Delaware  Avenue,  Wilmington,  DE 19801, who may be deemed to be the beneficial
owner of  certain  of these  shares,  but  disclaims  any  beneficial  ownership
therein.


                                       58
<PAGE>

         As of April 1, 1995, __________ shares in the aggregate,  _____% of the
outstanding shares of SLTTFF were held in the name of Scudder,  Stevens & Clark,
Inc.,  345  Park  Avenue,  New  York,  NY  10154,  who may be  deemed  to be the
beneficial  owner of certain  of these  shares,  but  disclaims  any  beneficial
ownership therein.

         To the best of STFT's  knowledge,  as of April 1, 1995, no person owned
beneficially more than 5% of SLTTFF's outstanding shares except as stated above.
    

         As of    April 1, 1995,     all Trustees and officers of SMT as a group
owned  beneficially  (as  that  term  is  defined  under  Section  13(d)  of the
Securities Exchange Act of 1934)     __________      shares, or    _____    % of
the shares of SMMB.

         Certain accounts for which the Adviser acts as investment adviser owned
   __________      shares in the aggregate,  or    _____    % of the outstanding
shares of SMMB on April 1, 1995.  The Adviser may be deemed to be the beneficial
owner of such shares but disclaims any beneficial interest in such shares.

         As of     April  1,  1995,  __________      shares  in  the  aggregate,
   _____    %  of the  outstanding  shares of SMMB were held in the  nominees of
Fiduciary  Trust  Company.  Fiduciary  Trust  Company  may be  deemed  to be the
beneficial  owner of certain  of these  shares,  but  disclaims  any  beneficial
ownership therein.

         To the best of SMT's  knowledge,  as of    April 1, 1995,     no person
owned  beneficially more than 5% of SMMB's  outstanding  shares except as stated
above.

         As of    April 1, 1995,     all Trustees and officers of SMT as a group
owned  beneficially  (as  that  term  is  defined  under  Section  13(d)  of the
Securities Exchange Act of 1934) less than 1% shares of SHYTFF.

         To the best of SMT's  knowledge,  as of    April 1, 1995,     no person
owned beneficially more than 5% of SHYTFF's outstanding shares.

         The Trustees and officers of STFMF,  STFT and SMT also serve in similar
capacities with other Scudder funds.

The  Compensation  Table on the following  page  provides,  in tabular form, the
following data:

Column (1) All Trustees who receive compensation from the Trusts.
Column (2) Aggregate compensation received by a Trustee from all the series of a
Trust - Scudder  Municipal  Trust,  Scudder  Tax Free Trust and Scudder Tax Free
Money  Fund.  Columns  (3) and (4)  Pension or  retirement  benefits  accrued or
proposed to be paid by the Trusts.  The Trusts do not pay their  directors  such
benefits.  Column (5) Total compensation  received by a Trustee from the Trusts,
plus  compensation  received  from all  funds  managed  by  Scudder  (the  "Fund
Complex")  for which a Trustee  serves.  The total  number of funds from which a
Trustee receives such compensation is also provided in column (5).


                                       59
<PAGE>

<TABLE>
<CAPTION>
                                                       Compensation Table
                                              for the year ended December 31, 1994
==================================================================================================================================
        (1)                                         (2)                                    (3)         (4)             (5)
                                                        (b)
                                                    Scudder Tax
                                                    Free Trust
                                 (a)               consisting of                        Pension
                               Scudder              two Funds:                          or                            Total
                           Municipal Trust        Scudder Medium                        Retirement  Estimated     Compensation
                       consisting of two Funds:    Term Tax Free                        Benefits    Annual        from the AARP
                      Scudder Managed Municipal      Fund and              (c)          Accrued     Benefits     Trusts and Fund
  Name of Person,       Bonds and Scudder High        Scudder       Scudder Tax Free    as Part     Upon         Complex Paid to
      Position           Yield Tax Free Fund       Limited Term        Money Fund       of Fund     Retirement       Trustee
                                                   Tax Free Fund                         Expenses
==================================================================================================================================
<S>                            <C>                    <C>                <C>               <C>         <C>           <C>
Henry P. Becton, Jr.           $18,000                  ---                ---             N/A         N/A           $90,597.83
Trustee                                                                                                              (15 funds)

Amey A. DeFriez                  ---                  $13,104            $7,400            N/A         N/A           $79,725.83
   Retired Trustee                                                                                                   (15 funds)     

Dawn-Marie Driscoll            $18,000                $13,796            $9,000            N/A         N/A           $94,793.83
Trustee                                                                                                              (16 funds)

Peter B. Freeman               $18,000                $13,796            $9,000            N/A         N/A          $141,843.83
Trustee                                                                                                              (31 funds)

George M. Lovejoy,             $18,000                  ---              $9,000            N/A         N/A          $117,450.00
Jr.                                                                                                                  (12 funds)
Trustee

Wesley W. Marple,              $18,000                $13,796              ---             N/A         N/A           $95,693.83
Jr.                                                                                                                  (15 funds)
Trustee

Jean C. Tempel                   ---                   $392              $1,600            N/A         N/A           $15,968.00
Trustee                                                                                                            (   15     funds)
</TABLE>

                                  REMUNERATION

         Several of the  officers and Trustees of each Fund also may be officers
or employees of the Adviser,  Scudder Investor  Services,  Inc., Scudder Service
Corporation or Scudder Trust Company from whom they receive  compensation,  as a
result of which they may be deemed to participate in fees paid by the Funds. The
Funds pay no direct remuneration to any officer of a Fund. However, each Trustee
of the Fund who is not affiliated  with the Adviser will be compensated  for all
expenses  relating to Trust  business  specifically  including  travel  expenses
relating to Trust business.  Each of these  unaffiliated  Trustees receives from
each Fund an annual Trustee's fee of $4,000 for STFMF and STFT,  $4,000 for SMMB
and  SHYTFF  and from  each  Fund a fee of $300  for  attending  each  Trustees'
meeting,  audit committee meeting or meeting held for the purpose of considering
arrangements  between  a Fund and the  Adviser  or any of its  affiliates.  Each
unaffiliated  Trustee also receives $100 for attending each  committee  meeting,
other than those set forth above.  For the year ended December 31,     1994    ,
such  fees  totaled      $36,168      for  STFMF,      $36,460      for  SMTTFF,
   $46,491     for SMMB and    $46,639     for SHYTFF.     For the fiscal period
ended October 31, 1994, such fees totaled $28,489 for SLTTFF.    

                                   DISTRIBUTOR

         Each Fund has an underwriting agreement with Scudder Investor Services,
Inc. (the "Distributor"),  a Massachusetts corporation,  which is a wholly-owned
subsidiary of the Adviser, a Delaware corporation.  The underwriting  agreements
of STFMF,     SLTTFF,     SMTTFF, SMMB and SHYTFF each dated September 10, 1985,
July 15, 1985, January 12, 1987 and January 12, 1987, respectively,  will remain
in effect until  September 30, 1994 and from year to year thereafter only if its
continuance  is  approved  annually by a majority  of the  Trustees  who are not
parties to such  agreement  or  "interested  persons" of any such party and by a
vote  either of a majority  of the  Trustees  or a majority  of the  outstanding
voting securities of the relevant Fund. The underwriting  agreement of each Fund
was last approved by the Trustees on August 10, 1993.

         Under the  underwriting  agreements,  each Fund is responsible for: the
payment of all fees and expenses in connection  with the  preparation and filing
with the SEC of its registration statement and prospectus and any amendments and


                                       60
<PAGE>

supplements  thereto;  the registration and  qualification of shares for sale in
the various states,  including  registering a Fund as a broker/dealer in various
states,  as required;  the fees and expenses of preparing,  printing and mailing
prospectuses  annually to existing shareholders (see below for expenses relating
to prospectuses paid by the Distributor),  notices, proxy statements, reports or
other  communications  to  shareholders  of that Fund;  the cost of printing and
mailing  confirmations of purchases of shares and any prospectuses  accompanying
such  confirmations;  any issuance  taxes and/or any initial  transfer  taxes; a
portion of shareholder  toll-free  telephone charges and expenses of shareholder
service  representatives;  the cost of  wiring  funds for  share  purchases  and
redemptions (unless paid by the shareholder who initiates the transaction);  the
cost of printing and postage of business reply  envelopes;  and a portion of the
cost of computer terminals used by both that Fund and the Distributor.

         The Distributor will pay for printing and distributing  prospectuses or
reports  prepared  for its use in  connection  with the  offering  of the Funds'
shares to the public and preparing, printing and mailing any other literature or
advertising  in  connection  with the offering of the shares of each Fund to the
public.  The  Distributor  will pay all fees and expenses in connection with its
qualification  and  registration  as a broker or dealer under  federal and state
laws,  a portion of the cost of  toll-free  telephone  service  and  expenses of
shareholder  service  representatives,   a  portion  of  the  cost  of  computer
terminals, and expenses of any activity which is primarily intended to result in
the sale of shares  issued by that  Fund,  unless a rule 12b-1 plan is in effect
which provides that the Fund shall bear some or all of such expenses.

Note:    Although  each  Fund  does not  currently  have a 12b-1  Plan,  and the
         Trustees have no current intention of adopting one, the Fund would also
         pay those  fees and  expenses  permitted  to be paid or assumed by that
         Fund  pursuant to a 12b-1 Plan, if any, were such a plan adopted by the
         Fund,  notwithstanding  any  other  provision  to the  contrary  in the
         underwriting agreement.

         As agent,  the  Distributor  currently  offers  shares of each Fund and
Portfolio on a continuous basis to investors in all states in which the Fund may
from time to time be  registered  or where  permitted by  applicable  law.  Each
underwriting  agreement provides that the Distributor  accepts orders for shares
at net asset value as no sales  commission  or load is charged to the  investor.
The Distributor has made no firm commitment to acquire shares of any Fund.

                                      TAXES

               (See "Transaction information--Tax information, Tax
            identification number" and "Distribution and performance
                     information" in the Funds' prospectus.)

         Shareholders should consult their tax advisers about the application of
the  provisions of tax law described in the Statement of Additional  Information
in light of their particular tax situation.

         Each Fund has elected to be treated as a regulated  investment  company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")
and has qualified as such.  Each of the Funds intends to continue to so qualify,
in each  taxable  year as required  under the Code in order to avoid  payment of
federal income tax at the Fund level.

         In order to qualify as a regulated  investment company,  each Fund must
meet  certain   requirements   regarding  the  source  of  its  income  and  the
diversification  of its assets and must also  derive  less than 30% of its gross
income  in each  taxable  year  from  certain  types  of  investments  (such  as
securities,  options and  financial  futures)  held for less than three  months.
Legislation  currently  pending  before  the U.S.  Congress  would  repeal  this
requirement.  However, it is impossible to predict whether this legislation will
become law and, if it is so enacted, what form it will eventually take.

         As a regulated  investment company qualifying under Subchapter M of the
Code,  each Fund is  required  to  distribute  to its  shareholders  at least 90
percent of its taxable net investment income and net short-term  capital gain in
excess of net long-term  capital loss and at least 90 percent of its  tax-exempt
net investment  income and generally is not subject to federal income tax to the
extent that it distributes annually all of its taxable net investment income and
net realized long-term and short-term capital gains in the manner required under
the Code.  Each of the Funds  intends to  distribute  annually  all  taxable and
tax-exempt  net investment  income and net realized  capital gains in compliance
with  applicable  distribution  requirements  and therefore do not expect to pay
federal income tax.


                                       61
<PAGE>

         Each of the  Funds  is  subject  to a 4%  nondeductible  excise  tax on
amounts of taxable income required to be but not distributed  under a prescribed
formula.  The formula requires payment to shareholders during a calendar year of
distributions  representing at least 98% of such Fund's taxable  ordinary income
for the calendar  year and at least 98% of the excess of its capital  gains over
capital losses realized during the one-year period ending October 31 during such
year as well as  amounts  that were  neither  distributed  nor taxed to the Fund
during the prior calendar year.  (Investment companies with taxable years ending
on November 30 or  December 31 may make an  irrevocable  election to measure the
required  capital gain  distribution  using their actual taxable year.) Although
the  Funds'  distribution  policies  should  enable  them to  avoid  excise  tax
liability,  each Fund may  retain  (and be subject to income or excise tax on) a
portion  of its  capital  gain or other  income if it  appears to be in the best
interest of such Fund and its shareholders.

         Net  investment  income  is made up of  dividends  and  interest,  less
expenses.  Net realized  capital  gains for a fiscal year are computed by taking
into account any capital loss  carryforward  of a Fund.  STFMF intends to offset
realized   capital  gains  by  using  its  capital  loss   carryforward   before
distributing any capital gains. As of December 31,    1994    ,  STFMF had a net
capital loss carryforward of approximately    $170,413,     which may be applied
against  realized  capital gains of each succeeding year until fully utilized or
until December 31, 1995  ($   76,706    ),  December 31, 1996  ($   20,404    ),
December  31, 2000  ($   6,818    )  December 31, 2001  ($   28,852    )     and
December 31, 2002  ($37,633),      the respective  expiration  dates,  whichever
occurs first.

         If any net realized  long-term  capital gains in excess of net realized
short-term capital losses are retained by STFT, SMMB or SHYTFF for reinvestment,
requiring federal income taxes to be paid thereon,  the Fund involved will elect
to treat such capital gains as having been distributed to its shareholders. As a
result,  shareholders will report such capital gains as long-term capital gains,
will be able to claim their share of federal  income  taxes paid by that Fund on
such gains as a credit against their own federal income tax liability,  and will
be  entitled  to  increase  the  adjusted  tax basis of their Fund shares by the
difference  between a pro rata  share of such  gains and  their  individual  tax
credit.

         Distributions  of taxable net  investment  income and the excess of net
short-term  capital  gain  over  net  long-term  capital  loss  are  taxable  to
shareholders as ordinary income.

         Subchapter M of the Code permits the character of  tax-exempt  interest
distributed  by a regulated  investment  company to  flow-through  as tax-exempt
interest  to its  shareholders,  provided  that at least 50% of the value of its
assets at the end of each  quarter of the  taxable  year is  invested  in state,
municipal  and other  obligations  the interest on which is exempt under Section
103(a) of the Code. Each of the Funds intends to satisfy this 50% requirement in
order to permit  distributions of tax-exempt  interest to be treated as such for
federal income tax purposes in the hands of their shareholders. Distributions to
shareholders  of tax-exempt  interest  earned by such Funds for the taxable year
are therefore not subject to regular  federal  income tax,  although they may be
subject to the  individual  and corporate  alternative  minimum taxes  described
below.  Discount from certain stripped tax-exempt  obligations or their coupons,
however, is taxable.

         The  Revenue  Reconciliation  Act of  1993  requires  that  any  market
discount  recognized on a tax-exempt  bond is taxable as ordinary  income.  This
rule  applies  only for  disposals  of bonds  purchased  after April 30, 1993. A
market discount bond is a bond acquired in the secondary market at a price below
its  redemption  value.  Under prior law, the  treatment  of market  discount as
ordinary  income  did not apply to  tax-exempt  obligations.  Instead,  realized
market discount on tax-exempt obligations was treated as capital gain. Under the
new law, gain on the disposition of a tax-exempt  obligation or any other market
discount bond that is acquired for a price less than its  principal  amount will
be treated as ordinary income (instead of capital gain) to the extent of accrued
market discount. This rule is effective only for bonds purchased after April 30,
1993.

         Since no portion  of the income of each of the Funds will be  comprised
of dividends from domestic corporations, none of the income distributions of the
Funds will be eligible for the 70% deduction for dividends  received from a Fund
by its corporate shareholders.

         Distributions  of the  excess of net  long-term  capital  gain over net
short-term  capital loss are taxable to shareholders as long-term  capital gain,
regardless  of the length of time the shares of the Fund involved have been held
by  such   shareholders.   Such   distributions   are  not   eligible   for  the
dividends-received  deduction to corporate  shareholders of the Funds.  Any loss
realized upon the redemption of shares of    STFT    , SMMB or SHYTFF within six
months from the date of their  purchase  will be treated as a long-term  capital
loss to the extent of any amounts treated as distributions of long-term  capital


                                       62
<PAGE>

gain with respect to such shares.  Any short-term capital loss realized upon the
redemption of shares of     STFT    ,  SMMB or SHYTFF within six months from the
date of their  purchase  will be  disallowed  to the  extent  of any  tax-exempt
dividends  received with respect to such shares,  although the six-month  period
may be reduced under Treasury regulations to be prescribed. Any loss realized on
the redemption of shares of one of such Funds may be disallowed if shares of the
same  Fund  are  purchased   (including  shares  purchased  under  the  dividend
investment  plan of the  automatic  reinvestment  plan) within 30 days before or
after such redemption.

         Distributions  derived  from  interest  which is  exempt  from  regular
federal  income tax may subject  corporate  shareholders  to or  increase  their
liability under the 20% alternative minimum tax. A portion of such distributions
may constitute a tax preference item for individual shareholders and may subject
them to or increase their liability under the 24% alternative minimum tax.

         Distributions of taxable net investment income and net realized capital
gains will be taxable as described above, whether received in shares or in cash.
Shareholders  electing to receive distributions in the form of additional shares
will have a cost basis for federal income tax purposes in each share so received
equal to the net asset value of a share on the reinvestment date.

         Each distribution is accompanied by a brief explanation of the form and
character of the distribution.  In January of each year, each Fund issues to its
shareholders a statement of the federal income tax status of all  distributions,
including  a  statement  of  the  percentage  of  the  prior   calendar   year's
distributions  which were  designated  as  tax-exempt,  the  percentage  of such
tax-exempt  distributions  treated as a tax-preference  item for purposes of the
alternative   minimum   tax,  and  the  source  of  such   distributions   on  a
state-by-state  basis. All distributions of taxable or tax-exempt net investment
income and net realized  capital  gain,  whether  received in shares or in cash,
must be reported by each  shareholder  on his or her federal  income tax return.
Dividends  and  distributions  declared  in  October,  November  or  December to
shareholders  as of a record  date in such a month  will be  deemed to have been
received by  shareholders  in December if paid during  January of the  following
year.  Redemptions of shares,  except shares of STFMF,  including  exchanges for
shares of another Scudder fund, may result in tax consequences (gain or loss) to
the shareholder and are also subject to these reporting requirements.

         Distributions  by     STFT    ,  SMMB and  SHYTFF,  to the  extent  not
covered by earnings and profits of each Fund,  will result in a reduction in the
net asset value of the shares.  Should such a distribution  reduce the net asset
value below a shareholder's  cost basis, such distribution would nevertheless be
taxable to the shareholder as ordinary income or capital gain as described above
(to the extent it is made from taxable  income or capital  gains),  even though,
from an investment standpoint, it may constitute a partial return of capital. In
particular, investors should consider the tax implications of buying shares just
prior to a distribution. The price of shares purchased at that time includes the
amount  of the  forthcoming  distribution.  Those  purchasing  just  prior  to a
distribution   will  then   receive  a  partial   return  of  capital  upon  the
distribution,  which will  nevertheless  be taxable to them (to the extent  that
such distribution is from taxable income or gain).

         All futures contracts entered into by    STFT    ,  SMMB or SHYTFF, and
all options on futures  contracts  written or purchased by them will be governed
by Section 1256 of the Code. Absent a tax election to the contrary, gain or loss
attributable  to the  lapse,  exercise  or  closing  out of  any  such  position
generally  will be treated as 60% long-term and 40%  short-term  capital gain or
loss,  and on the last trading day of the fiscal year, all  outstanding  Section
1256 positions will be marked to market (i.e.  treated as if such positions were
closed out at their closing price on such day),  with any resulting gain or loss
recognized  as 60%  long-term  and 40%  short-term  capital gain or loss.  Under
certain  circumstances,  entry into a futures  contract  to sell a security  may
constitute a short sale for federal  income tax purposes,  causing an adjustment
in the holding period of the underlying  security or a  substantially  identical
security owned by such Fund.

         Positions of    STFT    , SMMB or SHYTFF, which consist of at least one
debt security not governed by Section 1256 and at least one futures  contract or
option on a futures  contract  governed  by  Section  1256  which  substantially
diminishes the risk of loss with respect to such debt security,  will be treated
as a "mixed  straddle."  Although  mixed  straddles  are subject to the straddle
rules of Section 1092 of the Code,  the operation of which may cause deferral of
losses,  adjustments  in the holding  periods of  securities  and  conversion of
short-term  capital losses into long-term capital losses,  certain tax elections
exist for them which reduce or eliminate the  operation of these rules.  SMTTFF,
SMMB and SHYTFF will monitor their  transactions  in options and futures and may
make certain tax elections in order to mitigate the operation of these rules and


                                       63
<PAGE>

prevent their  disqualification  as regulated  investment  companies for federal
income tax purposes.

         Under the federal  income tax law, each Fund will be required to report
to the Internal Revenue Service all  distributions of taxable income and capital
gains and,  in the case of SMTTFF,  SMMB and  SHYTFF,  gross  proceeds  from the
redemption  or  exchange  of  shares,  except  in the  case  of  certain  exempt
shareholders.  Under the "backup  withholding" tax provisions of Section 3406 of
the Code,  distributions  of taxable  income and capital gains and proceeds from
the  redemption or exchange of shares are generally  subject to  withholding  of
federal income tax at the rate of 31% in the case of non-exempt shareholders who
fail  to  furnish  a   regulated   investment   company   with  their   taxpayer
identification  numbers and with their required  certifications  regarding their
status  under  the  federal   income  tax  law.   Under  a  special   exception,
distributions  of  taxable  income  and  capital  gains of each Fund will not be
subject to backup withholding if each reasonably  estimates that at least 95% of
all such distributions will consist of tax-exempt interest  dividends.  However,
the  proceeds  from the  redemption  or exchange  of shares of SMTTFF,  SMMB and
SHYTFF may be subject to backup withholding.  If the withholding  provisions are
applicable,  any such distributions and proceeds, whether distributed in cash or
reinvested in additional  shares,  will be reduced by the amounts required to be
withheld.

         Interest on indebtedness  incurred by shareholders to purchase or carry
shares of each Fund will not be  deductible  for  federal  income tax  purposes.
Under rules used by the  Internal  Revenue  Service to determine  when  borrowed
funds are used for the purpose of purchasing or carrying  particular assets, the
purchase of shares may be considered to have been made with borrowed  funds even
though the borrowed funds are not directly traceable to the purchase of shares.

         Section  147(a)  of the  Code  prohibits  exemption  from  taxation  of
interest on certain  governmental  obligations  to persons who are  "substantial
users" (or persons related thereto) of facilities  financed by such obligations.
The  Funds  have  not  undertaken  any  investigation  as to  the  users  of the
facilities financed by bonds in their portfolios.

         Tax  legislation in recent years has included  several  provisions that
may affect the supply of, and the demand for,  tax-exempt  bonds, as well as the
tax-exempt nature of interest paid thereon.

         It is not possible to predict with certainty the effect of these recent
tax law changes upon the tax-exempt bond market,  including the  availability of
obligations  appropriate  for  investment,  nor is it  possible  to predict  any
additional  restrictions  that may be  enacted  in the  future.  Each  Fund will
monitor developments in this area and consider whether changes in its objectives
or policies are desirable.

         Shareholders  may be subject to state and local taxes on  distributions
from each Fund and  redemptions  of the shares of each Fund.  Some states exempt
from the state  personal  income tax  distributions  received  from a  regulated
investment company to the extent such distributions are derived from interest on
obligations   issued  by  such  state  or  its   municipalities   or   political
subdivisions.

         Each Fund is organized as a Massachusetts business trust or a series of
such trust and is not liable for any income or franchise tax in The Commonwealth
of Massachusetts  provided that each qualifies as a regulated investment company
under the Code.

         The foregoing  discussion of U.S. federal income tax law relates solely
to the  application  of that  law to  U.S.  persons,  i.e.,  U.S.  citizens  and
residents and U.S. domestic corporations, partnerships, trusts and estates. Each
shareholder  who is not a U.S.  person  should  consult  his or her tax  adviser
regarding  the U.S.  and foreign tax  consequences  of  ownership of shares of a
Fund, including the possibility that such a shareholder may be subject to a U.S.
withholding tax at a rate of 30% (or at a lower rate under an applicable  income
tax treaty) on amounts constituting ordinary income received by him or her.

         Shareholders should consult their tax advisers about the application of
the provisions of tax law described in this statement of additional  information
in light of their  particular tax situations and applicable  state and local tax
laws.   Certain  political  events,   including  federal  elections  and  future
amendments to federal income tax laws, may affect the  desirability of investing
in the Funds.


                                       64
<PAGE>

                             PORTFOLIO TRANSACTIONS

Brokerage

         To the maximum extent feasible, the Adviser places orders for portfolio
transactions  through the Distributor,  which in turn places orders on behalf of
the Fund involved with issuers,  underwriters or other brokers and dealers.  The
Distributor  receives no commissions,  fees or other remuneration from the Funds
for this service.
Allocation of brokerage is supervised by the Adviser.

         A Fund's  purchases  and sales of portfolio  securities  are  generally
placed  by the  Adviser  with the  issuer or a  primary  market  maker for these
securities  on a net basis,  without any  brokerage  commission  being paid by a
Fund.  Trading does,  however,  involve  transaction  costs.  Transactions  with
dealers  serving as primary market makers reflect the spread between the bid and
asked prices.  Transaction costs may also include fees paid to third parties for
information  as to potential  purchasers or sellers of securities  but only if a
Fund would  obtain the most  favorable  net  results,  including  such fee, on a
particular transaction.  Purchases of underwritten issues may be made which will
involve an  underwriting  fee paid to the  underwriter.  To date,  no  brokerage
commissions have been paid.

         The primary objective of the Adviser in placing orders for the purchase
and sale of securities for the Funds is to obtain the most favorable net results
taking  into  account  such  factors  as  price,   commission  where  applicable
(negotiable in the case of U.S. national securities exchange transactions), size
of  order,   difficulty  of  execution  and  skill  required  of  the  executing
broker/dealer.  The Adviser  seeks to evaluate  the  overall  reasonableness  of
brokerage commissions paid (to the extent applicable) through the familiarity of
the Distributor with commissions charged on comparable transactions,  as well as
by comparing  commissions paid by a Fund to reported commissions paid by others.
The  Adviser  reviews  on  a  routine  basis  commission  rates,  execution  and
settlement services performed, making internal and external comparisons.

         When it can be done  consistently with the policy of obtaining the most
favorable net results,  it is the  Adviser's  practice to place such orders with
brokers and dealers who supply  market  quotations to the custodian of the Funds
for  appraisal  purposes,  or  who  supply  research,   market  and  statistical
information  to  the  Funds.   The  term   "research,   market  and  statistical
information" includes advice as to the value of securities,  the advisability of
investing  in,  purchasing  or  selling  securities;  and  the  availability  of
securities  or  purchasers  or sellers of  securities;  and analyses and reports
concerning  issuers,  industries,   securities,  economic  factors  and  trends,
portfolio  strategy  and  the  performance  of  accounts.  The  Adviser  is  not
authorized  when placing  portfolio  transactions  for a Fund to pay a brokerage
commission  in excess of that  which  another  broker  might  have  charged  for
effecting  the same  transaction  solely on account of the receipt of  research,
market or  statistical  information.  The  Adviser  will not place  orders  with
brokers  or  dealers  on the basis  that a broker or dealer  has or has not sold
shares of a Fund.  In effecting  transactions  in  over-the-counter  securities,
orders will be placed with the principal  market-makers  for the security  being
traded unless, after exercising care, it appears that more favorable results are
available otherwise.

   
         The Adviser may place brokerage  transactions through the Custodian and
a credit  against the  Custodian  fee due to State Street Bank and Trust Company
equal to  one-half  of the  commission  on any such  transaction  will be given.
Except for implementing the policy stated above,  there is no intention to place
portfolio  transactions  with  particular  brokers or dealers or groups thereof.
    

         Although  certain  research,  market and statistical  information  from
brokers  and dealers  can be useful to the Funds and to the  Adviser,  it is the
opinion of the Adviser that such  information will only supplement the Adviser's
own research effort, since the information must still be analyzed,  weighed, and
reviewed by the Adviser's  staff.  Such information may be useful to the Adviser
in  providing  services  to  clients  other  than  the  Funds  and not all  such
information  is used by the Adviser in  connection  with the Funds.  Conversely,
such  information  provided to the Adviser by brokers and dealers  through  whom
other clients of the Adviser effect securities transactions may be useful to the
Adviser in providing services to the Funds.

         The  Trustees of each Fund  intend to review from time to time  whether
the  recapture  for  the  benefit  of a Fund of some  portion  of the  brokerage
commissions or similar fees paid by a Fund on portfolio  transactions is legally
permissible and advisable.


                                       65
<PAGE>

Portfolio Turnover

         The portfolio  turnover rate of SMTTFF (defined by the SEC as the ratio
of the  lesser  of sales  or  purchases  to the  monthly  average  value of such
securities  owned during the year,  excluding  all  securities  whose  remaining
maturities  at the time of  acquisition  were one year or less)  for the  fiscal
years ended  December 31,     1994 and  1993      were     33.8% and  37.3%,    
respectively.     The  portfolio  turnover  rate of SLTTFF for the fiscal period
ended October 31, 1994 was 36.3%  annualized.     The portfolio turnover rate of
SMMB for the fiscal years ended  December 31,    1994 and 1993     were    33.7%
and  52.8%,      respectively.  The  portfolio  turnover  rate of SHYTFF for the
fiscal  years  ended  December  31,     1994  and  1993      were     34.3%  and
56.4%,     respectively.

                                 NET ASSET VALUE

Scudder Tax Free Money Fund

         The net  asset  value  per  share  of STFMF is  determined  by  STFMF's
custodian, State Street Bank and Trust Company, twice daily as of twelve o'clock
noon and the close of regular trading on the New York Stock Exchange on each day
when the  Exchange is open for trading.  The Exchange  normally is closed on the
following  national  holidays:  New Year's Day,  President's  Day,  Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. Net asset
value per share is determined by dividing the total assets of the Fund, less all
of its liabilities,  by the total number of shares of the Fund outstanding.  The
valuation of STFMF's  portfolio  securities is based upon their  amortized  cost
which does not take into account  unrealized  securities  gains or losses.  This
method  involves  initially  valuing an  instrument  at its cost and  thereafter
amortizing  to maturity  any  discount or premium,  regardless  of the impact of
fluctuating  interest  rates on the market value of the  instrument.  While this
method  provides  certainty in valuation,  it may result in periods during which
value,  as determined by amortized cost, is higher or lower than the price STFMF
would receive if it sold the  instrument.  During periods of declining  interest
rates,  the  quoted  yield on shares of STFMF may tend to be higher  than a like
computation  made by a fund with  identical  investments  utilizing  a method of
valuation based upon market prices and estimates of market prices for all of its
portfolio instruments. Thus, if the use of amortized cost by STFMF resulted in a
lower aggregate  portfolio value on a particular day, a prospective  investor in
the Fund would be able to obtain a somewhat higher yield if he purchased  shares
of the Fund on that day, than would result from  investment in a fund  utilizing
solely  market  values,  and existing  investors in the Fund would  receive less
investment  income.  The  converse  would  apply in a period of rising  interest
rates.  Other securities and assets for which market  quotations are not readily
available are valued in good faith at fair value using methods determined by the
Trustees  and  applied on a  consistent  basis.  For  example,  securities  with
remaining  maturities of more than 60 days for which market  quotations  are not
readily available are valued on the basis of market quotations for securities of
comparable  maturity,  quality and type.  The Trustees  review the  valuation of
STFMF's  securities  through receipt of regular reports from the Adviser at each
regular Trustees' meeting.  Determinations of net asset value made other than as
of the close of the  Exchange  may employ  adjustments  for  changes in interest
rates and other market factors.

   Scudder Limited Term Tax Free Fund,     Scudder Medium Term Tax Free Fund,
Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund

         The net asset value of shares of    SLTTFF,     SMTTFF, SMMB and SHYTFF
are computed as of the close of regular trading on the         Exchange  on each
day the  Exchange  is open for  trading  (the  "Value  Time").  The  Exchange is
scheduled to be closed on the  following  holidays:  New Year's Day,  Presidents
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving and
Christmas.  Net asset value per share is determined by dividing the value of the
total  assets of a Fund,  less all  liabilities,  by the total  number of shares
outstanding.

         An exchange-traded equity security (not subject to resale restrictions)
is valued at its most  recent sale price.  Lacking  any sales,  the  security is
valued at the calculated mean between the most recent bid quotation and the most
recent asked quotation (the  "Calculated  Mean").  If there are no bid and asked
quotations, the security is valued at the most recent bid quotation. An unlisted
equity  security  which is  traded on the  National  Association  of  Securities
Dealers Automated Quotation  ("NASDAQ") system is valued at the most recent sale
price.  If there  are no such  sales,  the  security  is  valued  at the high or
"inside" bid quotation. The value of an equity security not quoted on the NASDAQ
System, but traded in another  over-the-counter  market, is the most recent sale


                                       66
<PAGE>

price.  If there are no such sales,  the  security  is valued at the  Calculated
Mean. If there is no Calculated  Mean, the security is valued at the most recent
bid quotation.

         Debt securities, other than short-term securities, are valued at prices
supplied  by the Fund's  pricing  agent  which  reflect  broker/dealer  supplied
valuations and electronic data processing techniques. Short-term securities with
remaining  maturities  of sixty  days or less are valued by the  amortized  cost
method,  which  the  Board  believes  approximates  market  value.  If it is not
possible  to value a  particular  debt  security  pursuant  to  these  valuation
methods, the value of such security is the most recent bid quotation supplied by
a bona fide marketmaker.  If no such bid quotation is available, the Adviser may
calculate the price of that debt security, subject to limitations established by
the Board.

         Option contracts on securities, currencies, futures and other financial
instruments  traded on an exchange are valued at their most recent sale price on
the exchange. If no sales are reported,  the value is the Calculated Mean, or if
the Calculated Mean is not available,  the most recent bid quotation in the case
of purchased options,  or the most recent asked quotation in the case of written
options.  Option contracts traded over-the-counter are valued at the most recent
bid  quotation  in the case of  purchased  options and at the most recent  asked
quotation in the case of written  options.  Futures  contracts are valued at the
most recent settlement  price.  Foreign currency forward contracts are valued at
the value of the underlying currency at the prevailing currency exchange rate.

         If a security  is traded on more than one  exchange,  or on one or more
exchanges  and in the  over-the-counter  market,  quotations  are taken from the
market in which the security is traded most extensively.

         If, in the opinion of the Fund's Valuation  Committee,  the value of an
asset as determined in accordance  with these  procedures does not represent the
fair market value of the asset,  the value of the asset is taken to be an amount
which, in the opinion of the Valuation  Committee,  represents fair market value
on the  basis  of all  available  information.  The  value of the  funds'  other
portfolio  holdings is determined in a manner  which,  in the  discretion of the
Valuation  Committee  most fairly  reflects fair market value of the property on
the valuation date.

         Following the  valuations of  securities or other  portfolio  assets in
terms of the currency in which the market  quotation  used is expressed  ("Local
Currency"),  the value of these assets in terms of U.S. dollars is calculated by
converting  the Local  Currency  into U.S.  dollars at the  prevailing  currency
exchange rates on the valuation date.

                             ADDITIONAL INFORMATION

Experts

         The financial  highlights of the Funds included in the prospectuses and
the  financial  statements  incorporated  by  reference  in  this  Statement  of
Additional  Information  have been  audited by Coopers & Lybrand  LLP,  One Post
Office  Square,  Boston,  MA 02109,  independent  accountants,  and have been so
included or incorporated by reference in reliance upon the accompanying  reports
of said  firm,  which  reports  are given  upon  their  authority  as experts in
accounting and auditing.

Shareholder Indemnification

         STFMF,  STFT and SMT are  organizations of the type commonly known as a
Massachusetts  business trust. Under  Massachusetts law,  shareholders of such a
trust may, under certain  circumstances,  be held personally  liable as partners
for the  obligations  of the  Trust.  The  Declarations  of Trust of each  Trust
contain an express  disclaimer of shareholder  liability in connection  with the
Funds'  property  or  the  acts,  obligations  or  affairs  of  the  Funds.  The
Declarations  of  Trust  also  provide  for  indemnification  out of the  Funds'
property  of  any  shareholder  held  personally   liable  for  the  claims  and
liabilities  to which a  shareholder  may  become  subject by reason of being or
having been a shareholder.  Thus, the risk of a shareholder  incurring financial
loss on account of shareholder  liability is limited to circumstances in which a
Fund itself would be unable to meet its obligations.


                                       67
<PAGE>

Ratings of Municipal Obligations

         The five highest ratings of Moody's for municipal bonds are Aaa, Aa, A,
Baa and Ba.  Bonds  rated Aaa are judged by  Moody's to be of the best  quality.
Bonds rated Aa are judged to be of high quality by all standards.  Together with
the Aaa group,  they  comprise what are  generally  known as  high-grade  bonds.
Together  with  securities  rated A and  Baa,  they  comprise  investment  grade
securities.  Moody's  states  that Aa bonds are rated  lower than the best bonds
because  margins of protection or other  elements  make  long-term  risks appear
somewhat larger than for Aaa municipal bonds.  Municipal bonds which are rated A
by Moody's  possess many  favorable  investment  attributes  and are  considered
"upper  medium grade  obligations."  Factors  giving  security to principal  and
interest of A rated municipal bonds are considered adequate, but elements may be
present which  suggest a  susceptibility  to impairment  sometime in the future.
Securities rated Baa are considered  medium grade,  with factors giving security
to principal  and interest  adequate at present but may be  unreliable  over any
period of time. Such bonds have speculative elements as well as investment-grade
characteristics.  Securities  rated Ba or below by Moody's are considered  below
investment  grade,  with  factors  giving  security to  principal  and  interest
inadequate and  potentially  unreliable over any period of time. Such securities
are commonly referred to as "junk" bonds and as such they carry a high margin of
risk.

         Moody's  ratings for  municipal  notes and other  short-term  loans are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences  between short-term and long-term credit risk. Loans bearing the
designation  MIG1  are  of the  best  quality,  enjoying  strong  protection  by
establishing  cash  flows of funds for their  servicing  or by  established  and
broad-based  access to the market for  refinancing,  or both.  Loans bearing the
designation MIG2 are of high quality,  with margins of protection ample although
not as large as in the preceding group.

         The five highest ratings of S&P for municipal bonds are AAA (Prime), AA
(High-grade),   A   (Good-grade),   BBB   (Investment   grade)   and  BB  (Below
investment-grade).  Bonds rated AAA have the highest rating assigned by S&P to a
municipal obligation.  Capacity to pay interest and repay principal is extremely
strong.  Bonds rated AA have a very strong  capacity to pay  interest  and repay
principal and differ from the highest rated issues only in a small degree. Bonds
rated A have a strong capacity to pay principal and interest,  although they are
somewhat more susceptible to the adverse effects of changes in circumstances and
economic  conditions.  Bonds rated BBB have an adequate capacity to pay interest
and to repay principal.  Adverse economic  conditions or changing  circumstances
are more  likely  to lead to a  weakened  capacity  to pay  interest  and  repay
principal for bonds of this category than for bonds of higher rated  categories.
Securities rated BB or below by S&P are considered below investment  grade, with
factors giving  security to principal and interest  inadequate  and  potentially
unreliable over any period of time. Such securities are commonly  referred to as
"junk" bonds and as such they carry a high margin of risk.

         S&P top ratings for municipal  notes are SP-1 and SP-2. The designation
SP-1  indicates a very strong  capacity to pay principal and interest.  A "+" is
added   for   those   issues   determined   to   possess   overwhelming   safety
characteristics.  An "SP-2" designation indicates a satisfactory capacity to pay
principal and interest.

         The five highest  ratings of Fitch for municipal  bonds are AAA, AA, A,
BBB and BB. Bonds rated AAA are  considered  to be  investment  grade and of the
highest credit quality.  The obligor has an exceptionally  strong ability to pay
interest  and repay  principal,  which is unlikely to be affected by  reasonably
foreseeable events.  Bonds rated AA are considered to be investment grade and of
very high  credit  quality.  The  obligor's  ability to pay  interest  and repay
principal  is very  strong,  although  not quite as strong as bonds rated 'AAA'.
Because  bonds  rated in the 'AAA'  and 'AA'  categories  are not  significantly
vulnerable to foreseeable future developments,  short-term debt of these issuers
is generally rated 'f-1+'.  Bonds rated A are considered to be investment  grade
and of high credit  quality.  The  obligor's  ability to pay  interest and repay
principal is  considered  to be strong,  but may be more  vulnerable  to adverse
changes in economic  conditions and circumstances  than bonds with higher rates.
Bonds rated BBB are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be  adequate.  Adverse  changes in  economic  conditions  and  circumstances,
however,  are more likely to have adverse effects on these bonds,  and therefore
impair timely payment.  The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.  Securities
rated BB or below by Fitch are considered below investment  grade,  with factors
giving security to principal and interest inadequate and potentially  unreliable
over any period of time.  Such  securities  are  commonly  referred to as "junk"
bonds and as such they carry a high margin of risk.


                                       68
<PAGE>

Commercial Paper Ratings

         Commercial  paper  rated  A-1  or  better  by  S&P  has  the  following
characteristics:  Liquidity  ratios  are  adequate  to meet  cash  requirements.
Long-term  senior  debt is rated "A" or better,  although  in some  cases  "BBB"
credits  may be  allowed.  The  issuer  has  access to at least  two  additional
channels of  borrowing.  Basic  earnings and cash flow have an upward trend with
allowance made for unusual  circumstances.  Typically,  the issuer's industry is
well  established and the issuer has a strong position within the industry.  The
reliability and quality of management are unquestioned.

         The rating Prime-1 is the highest  commercial  paper rating assigned by
Moody's.  Among the factors  considered by Moody's in assigning  ratings are the
following:  (1)  evaluation  of the  management  of  the  issuer;  (2)  economic
evaluation  of  the  issuer's   industry  or  industries  and  an  appraisal  of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's  products in relation to competition and customer  acceptance;  (4)
liquidity;  (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten  years;  (7)  financial  strength  of a parent  company  and the
relationships which exist with the issuer; and (8) recognition by the management
of obligations  which may be present or may arise as a result of public interest
questions and preparations to meet such obligations.

         The rating  F-1 is the  highest  rating  assigned  by Fitch.  Among the
factors  considered  by Fitch in  assigning  this rating are:  (1) the  issuer's
liquidity;  (2) its standing in the industry;  (3) the size of its debt; (4) its
ability to service its debt;  (5) its  profitability;  (6) its return on equity;
(7) its  alternative  sources of  financing;  and (8) its  ability to access the
capital markets.  Analysis of the relative strength or weakness of these factors
and others determines whether an issuer's commercial paper is rated F-1.

         Relative  strength or weakness of the above  factors  determine how the
issuer's commercial paper is rated within the above categories.

         Recently  comparatively  short-term obligations have been introduced in
the municipal market.  S&P, Moody's and Fitch rate such  obligations.  While the
factors  considered in municipal credit  evaluations  differ somewhat from those
relevant to corporate credits, the rating designations and definitions used with
respect to such  obligations by S&P and Moody's are the same,  respectively,  as
those used in their corporate commercial paper ratings.

Glossary

1.       Bond

         A contract by an issuer  (borrower)  to repay the owner of the contract
         (lender)  the face  amount of the bond on a  specified  date  (maturity
         date) and to pay a stated rate of interest until maturity.  Interest is
         generally  paid  semiannually  in amounts  equal to one half the annual
         interest rate.

2.       Debt Obligation

         A  general  term  which   includes   fixed  income  and  variable  rate
         securities,  obligations  issued  at a  discount  and  other  types  of
         securities which evidence a debt.

3.       Discount and Premium

         (a)      Market Discount and Premium

                  A discount (premium) bond is a bond selling in the market at a
                  price lower  (higher)  than its face value.  The amount of the
                  market  discount  (premium) is the  difference  between market
                  price and face value.

         (b)      Original Issue Discount

                  An original  issue discount is the discount from face value at
                  which the bond is first offered to the public.


                                       69
<PAGE>

4.       Face Value

         The value of a bond that  appears  on the face of the bond,  unless the
         value is  otherwise  specified  by the issuing  company.  Face value is
         ordinarily the amount the issuing company  promises to pay at maturity.
         Face value is not an indication of market value.

5.       Liquidation

         The process of converting securities or other property into cash.

6.       Maturity

         The date on which the principal  amount of a debt obligation  comes due
         by the terms of the instrument.

7.       Municipal Security

         Securities   issued  by  or  on  behalf  of  states,   territories  and
         possessions  of  the  United  States,  their  political   subdivisions,
         agencies and  instrumentalities  and the District of Columbia and other
         issuers,  the  interest  from which is, at the time of  issuance in the
         opinion of bond  counsel for the issuers,  exempt from  federal  income
         tax, except for the applicability of the alternative minimum tax.

8.       Net Asset Value Per Share

         The  value  of each  share  of each  Fund for  purposes  of  sales  and
         redemptions.

9.       Net Investment Income

         The net  investment  income  of a Fund  is  comprised  of its  interest
         income,  including     accretion     of original issue discounts,  less
         amortization  of premiums and expenses paid or accrued  computed  under
         Generally Accepted Accounting Principles (GAAP).

10.      Par Value

         Par value of a bond is a dollar amount  representing  the  denomination
         and assigned  value of the bond. It signifies the dollar value on which
         interest on the bonds is computed and is usually the same as face value
         and maturity value for an individual bond. For example,  most bonds are
         issued in $1,000  denominations  and they have a face  value,  maturity
         value and par value of $1,000.  Their  market  price can of course vary
         significantly  from  $1,000  during  their life  between  issuance  and
         maturity.

11.      Series

         SMT is composed of two series:  SMMB and        SHYTFF.  Each Series is
         distinct from the other,  although both SMMB and SHYTFF are combined in
         one investment company--SMT.

         STFT is  composed  of two  series:  SMTTFF and  SLTTFF.  Each series is
         distinct  from the other,  although both SMTTFF and SLTTFF are combined
         in one investment company--STFT       .

Other Information

         The CUSIP number for STFMF is 811235-10-0.

            The CUSIP number for SLTTFF is 81123Q104.    

         The CUSIP number for SMTTFF is 811236-20-7.


                                       70
<PAGE>

         The CUSIP number for SMMB is 811170-10-9.

         The CUSIP number for SHYTFF is 811170-20-8.

            STFMF,  SMTTFF,  SMMB and SHYTFF  have     a taxable  year ending on
December 31,    SLTTFF has a taxable year ending October 31.    

         Portfolio  securities  of each  Fund  and each  series  of SMT are held
separately,  pursuant to a custodian agreement,  by the Funds' custodian,  State
Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02101.

   
         Costs  of  $41,258   incurred  by  SLTTFF  in   conjunction   with  its
organization had been deferred and are being amortized over five years beginning
February 15, 1994.
    

         Costs of $33,777 incurred by SMTTFF in connection with its organization
had been  deferred and are being  amortized  for the five year period  beginning
November 1, 1990.

         The firm of Willkie Farr & Gallagher        is counsel for each Fund.

         The name  "Scudder  Tax Free  Money  Fund"  is the  designation  of the
Trustees for the time being under an Amended and Restated  Declaration  of Trust
dated December 9, 1987, the name "Scudder Tax Free Trust" is the  designation of
the  Trustees for the time being under an Amended and  Restated  Declaration  of
Trust  dated  December  8, 1987 and the name  "Scudder  Municipal  Trust" is the
designation  of the  Trustees  for the time being under an Amended and  Restated
Declaration of Trust dated December 11, 1987, each as amended from time to time,
and all persons  dealing  with a Fund must look  solely to the  property of that
Fund  for the  enforcement  of any  claims  against  that  Fund as  neither  the
Trustees,  officers,  agents or shareholders  assume any personal  liability for
obligations  entered  into on behalf of a Fund.  Upon the  initial  purchase  of
shares,  the shareholder agrees to be bound by a Fund's Declaration of Trust, as
amended from time to time.  The  Declaration of Trust of each Fund is on file at
the  Massachusetts  Secretary of State's  Office in Boston,  Massachusetts.  All
persons  dealing  with a Fund must look only to the  assets of that Fund for the
enforcement  of any  claims  against  such  Fund as no other  series  of a Trust
assumes any liabilities for obligations entered into on behalf of a Fund.

   
         Scudder Fund Accounting  Corporation,  Two International Place, Boston,
Massachusetts,  02110-4103,  a wholly-owned subsidiary of the Adviser,  computes
each Fund's net asset value. Each Fund pays Scudder Fund Accounting  Corporation
an annual  fee equal to 0.025% of the first $150  million  of average  daily net
assets, 0.0075% of such assets in excess of $150 million, 0.0045% of such assets
in excess of $1 billion,  plus holding and transaction charges for this service.
For the period  September 27, 1994 to December 31, 1994,  the amount  charged to
STFMF by Scudder Fund Accounting Corporation aggregated $13,449, of which $4,117
was unpaid on December  31,  1994.  The fee  incurred by SLTTFF to Scudder  Fund
Accounting  Corporation  for February 15, 1994  (commencement  of operations) to
October 31, 1994 would have amounted to $25,393, had the fee been imposed.     

         Scudder Service  Corporation  ("Service  Corporation"),  P.O. Box 2291,
Boston,  Massachusetts 02107-2291, a wholly-owned subsidiary of Scudder, Stevens
& Clark, Inc., is the transfer and dividend-paying  agent for the Funds. Service
Corporation also serves as shareholder service agent for the Funds. SMTTFF, SMMB
and SHYTFF each pay Service Corporation an annual fee of $25.00 for each account
maintained  for a shareholder.  STFMF pays Service  Corporation an annual fee of
$28.90  for each  account  maintained  for a  shareholder.  $   268,759      was
charged  to  STFMF  for  the  year  ended  December  31,     1994      of  which
$   22,023     is unpaid at December 31,    1994    . A total of $   391,610    
was charged by Service  Corporation to SMMB for the calendar year ended December
31,    1994    ,  $   30,382     of which is unpaid at December 31,    1994    .
A total of $   374,557     was charged to SHYTFF for the year ended December 31,
   1994    ,  $   28,046      of which is unpaid at  December  31,     1994    .
$   554,165       was  charged  to  SMTTFF  for  the  year  ended  December  31,
   1994    ,  of which  $   40,709      is unpaid at December  31,     1994    .
   For SLTTFF for the period February 15, 1994  (commencement  of operations) to
October  31,  1994,  Service  Corporation  did not impose its fee  amounting  to
$27,525.    

         The Funds' prospectus and this Statement of Additional Information omit
certain information  contained in the Registration  Statement and its amendments
which  each Trust has filed  with the SEC under the  Securities  Act of 1933 and
reference is hereby made to the Registration Statements and their amendments for


                                       71
<PAGE>

further information with respect to the Funds and the securities offered hereby.
The Registration Statements and their amendments are available for inspection by
the public at the SEC in Washington, D.C.

                              FINANCIAL STATEMENTS

Scudder Tax Free Money Fund

         The  financial  statements,  including  the  investment  portfolio,  of
Scudder  Tax Free  Money  Fund,  together  with  the     Report  of  Independent
Accountants,      Financial Highlights    and notes to financial  statements    
are incorporated by reference and attached hereto on pages 7 through     20    ,
inclusive,  in  the  Annual  Report  to  the  Shareholders  of  the  Fund  dated
   December  31,     1994, and are hereby deemed to be part of this Statement of
Additional Information.

   
Scudder Limited Term Tax Free Fund

         The financial statements, including the investment portfolio of Scudder
Limited Term Tax Free Fund together with the Report of Independent  Accountants,
Financial  Highlights  and notes to financial  statements  are  incorporated  by
reference  hereto  on pages 9 and 20,  inclusive,  in the  Annual  Report to the
Shareholders  of the Fund dated  October 31, 1994,  and are hereby  deemed to be
part of this Statement of Additional Information.
    

Scudder Medium Term Tax Free Fund

         The  financial  statements,  including  the  investment  portfolio,  of
Scudder  Medium Term Tax Free Fund,  together with the    Report of  Independent
Accountants,      Financial Highlights    and notes to financial  statements    
are incorporated by reference and attached hereto on pages 10 through    28    ,
inclusive,  in  the  Annual  Report  to  the  Shareholders  of  the  Fund  dated
   December  31,     1994, and are hereby deemed to be part of this Statement of
Additional Information.

Scudder Managed Municipal Bonds

         The  financial  statements,  including  the  investment  portfolio,  of
Scudder  Managed  Municipal  Bonds,  together with the    Report of  Independent
Accountants,      Financial Highlights    and notes to financial  statements    
are incorporated by reference and attached hereto on pages 10 through    27    ,
inclusive,  in  the  Annual  Report  to  the  Shareholders  of  the  Fund  dated
   December  31,     1994, and are hereby deemed to be part of this Statement of
Additional Information.

Scudder High Yield Tax Free Fund

         The  financial  statements,  including  the  investment  portfolio,  of
Scudder High Yield Tax Free Fund,  together  with the     Report of  Independent
Accountants,      Financial Highlights    and notes to financial  statements    
are incorporated by reference and attached hereto on pages 10 through    25    ,
inclusive,  in  the  Annual  Report  to  the  Shareholders  of  the  Fund  dated
   December  31,     1994, and are hereby deemed to be part of this Statement of
Additional Information.


                                       72
<PAGE>

Shares of Scudder Tax Free Money Fund are not insured or guaranteed by the
U.S. Government. Scudder Tax Free Money Fund seeks to maintain a constant
net asset value of $1.00 per share, but there can be no assurance that the
stable net asset value will be maintained.

This information must be preceded or accompanied by a current prospectus.

Portfolio changes should not be considered recommendations for action by
individual investors.

Scudder Tax Free Money Fund

Annual Report
December 31, 1994

*    A fixed-price money market fund offering opportunities for tax-free
     income and stability of principal from high-quality, short-term
     tax-exempt securities.

*    A pure no-load(tm) fund with no commissions to buy, sell, or exchange
     shares.


SCUDDER TAX FREE MONEY FUND

TABLE OF CONTENTS

3    Letter from the Fund's President
     
4    Portfolio Management Discussion
     Your Fund's portfolio management team reviews the period's       
     investing strategies, financial markets, and economic conditions
     
7    Investment Portfolio
     Itemized list of your Fund's portfolio holdings
     
13   Financial Statements
     
16   Financial Highlights
     
17   Notes to Financial Statements
     
20   Report of Independent Accountants
     
21   Tax Information
     
21   Officers and Trustees
     
22   Investment Products and Services
     
23   How to Contact Scudder


LETTER FROM THE FUND'S PRESIDENT

Dear Shareholders,

     The world's financial markets were shaken repeatedly in 1994 by a
variety of events. Rising interest rates, losses for investors in highly
leveraged derivatives, municipal bankruptcy in California's Orange County,
and unsettling global developments combined to create a challenging
environment for global stock and bond investors. Not surprisingly, money
funds experienced substantial inflows this past year, as investors sought
to take shelter from the heightened market volatility of longer-term
financial instruments and capture higher yields.

     The rise in interest rates in the past year has meant higher income
from fixed-income investments at a time when inflation has remained
relatively stable. As of December 31, Scudder Tax Free Money Fund provided
a federally tax-free 7-day effective yield of 4.22%, compared with 2.25% at
the start of the year. In the coming year, we expect a combination of
factors, including the Federal Reserve's tightening efforts, to keep global
economic activity and inflation on a moderate course in the U.S. and
abroad. Nevertheless, we expect some upward pressure to remain on interest
rates in 1995. Finite savings around the world has meant that capital to
invest in financial markets and growing economies increasingly is in short
supply. As a result, countries most likely will continue to compete for
much-needed global capital through higher rates of interest.

     Additional rate increases may spark episodes of difficult adjustment
for financial markets and result in higher yields for money funds.
Regardless of the level of interest rates, however, money funds deserve a
place in most investment programs, either as the conservative foundation
for your overall portfolio or as a ready reserve to meet your needs for
cash.

     If you have questions about your Fund or your investments, contact a
Scudder Investor Relations representative at 1-800-225-2470. Page 23
provides more information on how to contact Scudder. Thank you for choosing
Scudder Tax Free Money Fund to help meet your investment needs.

Sincerely,



/s/David S. Lee
David S. Lee
President,
Scudder Tax Free Money Fund

<PAGE>

SCUDDER TAX FREE MONEY FUND
PORTFOLIO MANAGEMENT DISCUSSION

Dear Shareholders,

     The past 12 months have been generally friendly to money market
investors. Interest rates climbed dramatically, as the Federal Reserve
sought to slow the pace of economic growth through higher rates. And
shareholders saw the Scudder Tax Free Money Fund's income distributions
rise as a result. Meanwhile, the Fund maintained a constant share price of
$1.00, consistent with our goal of price stability.

     On December 31, 1994, your Fund's 7-day net annualized yield was
4.14%. Factoring in the effect of compounding, the 7-day effective yield
was 4.22%, nearly double its 2.25% yield a year ago. For shareholders in
the 36% and 39.6% federal income tax brackets, the Fund's tax-free compound
yield translates into a taxable yield of 6.59% and 6.99%, respectively. The
Fund's total return, which reflects reinvested distributions of $0.022 per
share, was 2.26% for the 12 months ended December 31, 1994. Of course, past
performance is no guarantee of future results, and the Fund's yield will
fluctuate.

Rising Interest Rates Took Center Stage

     Interest rates rose steadily throughout the year, increasing borrowing
costs for mortgages and credit cards and depressing bond prices, which move
in the opposite direction of interest rates. Though persistently higher
rates during 1994 resulted in a poor environment for bonds, Scudder Tax
Free Money Fund benefited from rising rates, since its yield rose while its
share price remained stable.

     Money market fund inflows increased in 1994 as investors sought to
capture higher yields and price stability. Although money funds have a
stated goal of providing a constant $1.00 share price, shares of the funds
are not insured or guaranteed by the U.S. government and there can be no
assurance that the stable net asset value will be maintained. As always, we
strive to provide a stable share price so that shareholders can count on
money market funds to return their investment dollars in full whenever they
need them.

Favorable Supply/Demand Dynamics Boosted Performance

     For much of the year, municipal bond prices were relatively strong
compared with other income investments, thanks in part to limited supply
and reasonably strong demand. The scanty supply of municipal securities in
1994 stands in stark contrast to the record high levels of the previous
year, which had been fueled by refinancing activity as interest rates fell.
Once rates began to rise and borrowing costs increased for new debt,
refinancing slowed. Moreover, many municipalities had already taken
advantage of the opportunity to refinance existing debt when rates were
low. Limited municipal supply in 1994 was even more pronounced due to
rising demand. Investors were drawn to municipals due in part to the higher
taxes that took effect in 1993, but also because of falling prices on other
types of investments. We believe municipal issuance in 1995 will continue
to be low, while demand remains steady at current levels.

Strategy Emphasizes Flexibility for Higher Yields and Stability

     Through the course of the past year, the average maturity of the
Fund's holdings grew gradually shorter. At the start of the year, the Fund
focused on investments both at the longer and shorter ends of the money
market maturity spectrum. Longer-term money market holdings enabled the
Fund to capture higher yields relative to shorter-term holdings. And, in
the event that rates started to rise, shorter-term money market securities
provided the flexibility to quickly deploy proceeds from maturing
investments into higher-yielding instruments. As 1994 progressed, we leaned
more heavily toward shorter maturities, anticipating that upward pressure
on interest rates would persist. As of December 31, the average maturity of
the portfolio stood at 48 days, in contrast to its 65-day average a year
ago.

     Throughout the year, the bulk of the portfolio has been devoted to
very liquid issues known as variable-rate demand notes. As the name
suggests, these securities feature fluctuating interest payments, which
reflect current interest-rate levels. As an added feature, investors can
recoup the full face value of an issue at all times. And because the rates
on these securities continually adjust to prevailing market rates, their
prices tend to be very steady.

     As the year drew to a close, Orange County, California's bankruptcy
filing took the municipal security market by surprise. The County's
investment pool suffered heavy losses due to a high level of leveraging --
that is, buying large amounts of bonds and other securities with borrowed
money. Scudder Tax Free Money Fund, we are pleased to report, owned neither
direct nor indirect investments in the Orange County investment pool.

     Looking ahead, we believe the Federal Reserve may push short-term
interest rates up a bit further if economic growth remains strong. As a
result, we intend to maintain our current strategy of favoring shorter-term
money market securities. While it is impossible to predict accurately when
interest rates will peak -- early in 1995 or later -- any evidence suggesting
that rates could be ready to decline may prompt us to lengthen maturities
to achieve a high relative yield.

     Thank you for your continued interest in Scudder Tax Free Money Fund.

Sincerely,

Your Portfolio Management Team

/s/K. Sue Cote      /s/Donald C. Carleton
K. Sue Cote         Donald C. Carleton

Scudder Tax Free Money Fund: A Team Approach to Investing

     Scudder Tax Free Money Fund is managed by a team of Scudder investment
professionals who each play an important role in the Fund's management
process. Team members work together to develop investment strategies and
select securities for the Fund. They are supported by Scudder's large staff
of economists, research analysts, traders, and other investment specialists
who work in our offices across the United States and abroad. Scudder
believes its team approach benefits Fund investors by bringing together
many disciplines and leveraging Scudder's extensive resources.

     Lead Portfolio Manager K. Sue Cote assumed responsibility for the
Fund's investment strategy and operations in 1986 and has over 10 years of
experience in short-term tax-free investing. Sue, who joined Scudder in
1983, also is Lead Portfolio Manager of AARP High Quality Tax Free Money
Fund and a Portfolio Manager of Scudder California Tax Free and Scudder New
York Tax Free Money Funds. Donald C. Carleton, Portfolio Manager, has
worked on the Fund since 1986 and has 25 years of experience in tax-free
investing. Don also serves as Lead Portfolio Manager of Scudder Managed
Municipal Bonds, Scudder Medium Term Tax Free Fund, and AARP Insured Tax
Free General Bond Fund. He also is a Portfolio Manager of AARP High Quality
Tax Free Money Fund and Scudder California and New York Tax Free Funds.


<PAGE>
<TABLE>  
         
                                                                      INVESTMENT PORTFOLIO  as of December 31, 1994
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                           Unaudited
                                                                                           ---------
                                                                               Principal     Credit       Value ($)
                                                                               Amount ($)   Rating (b)    (Note A)
- -------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                             <C>            <C>         <C> 
100.0%               MUNICIPAL INVESTMENTS

                                                                                                              
ARIZONA        Maricopa County, AZ, Industrial Development Authority,
                 Royal Oaks Sun City Project, Weekly Demand Note,
                 6.25%, 9/1/02*  . . . . . . . . . . . . . . . . . . . .         300,000      MIG1          300,000
               Pima County, AZ, Industrial Development Authority,
                 Tucson Electric Power Co., 1982 Series A,
                 Weekly Demand Note, 5.625%, 7/1/22*   . . . . . . . . .       3,000,000      MIG1        3,000,000
               Pinal County, AZ, Pollution Control Revenue,
                 Magma Copper, Series 1984, Daily Demand Note,
                 6.05%, 12/1/09*   . . . . . . . . . . . . . . . . . . .         400,000      A1+           400,000
               Salt River Project, Agricultural Improvement and
                 Power District, AZ, Tax Exempt Commercial Paper,
                 4.35%, 1/10/95  . . . . . . . . . . . . . . . . . . . .       3,600,000      A1+         3,600,000

CALIFORNIA     California Revenue Anticipation Note, Series A,
                 5%, 6/28/95 . . . . . . . . . . . . . . . . . . . . . .       1,500,000      SP1+        1,506,179
               Lancaster, CA, Willows Project, Green Meadows,
                 1985 Series A, Weekly Demand Note,
                 6.125%, 2/1/05*   . . . . . . . . . . . . . . . . . . .       8,650,000      A1          8,650,000
               Los Angeles County, CA, Tax and Revenue
                 Anticipation Note:
                   4.5%, 6/30/95 . . . . . . . . . . . . . . . . . . . .       5,140,000      SP1+        5,155,861
                   Unified School District, 4.5%, 7/10/95  . . . . . . .       2,000,000      SP1+        2,009,038
               Riverside, CA, Multi-Family Housing Revenue:
                 Countrywood Apartments, 1985 Series D,
                   Weekly Demand Note, 6.125%, 5/1/05* . . . . . . . . .       1,000,000      A1          1,000,000
               Polk Apts, Weekly Demand Note, 6.125%, 12/1/05* . . . . .       2,000,000      A1          2,000,000

COLORADO       Colorado State Certificate of Participation,
                 4.2%, 5/1/95 (c)  . . . . . . . . . . . . . . . . . . .       2,250,000      AAA         2,252,145
               Colorado Student Loan Obligation Bond Authority,
                 Weekly Demand Note, 1990 Series C,
                 5.05%, 9/1/99*  . . . . . . . . . . . . . . . . . . . .       1,500,000      MIG1        1,500,000
               Colorado Tax and Revenue Anticipation Note,
                 4.5%, 6/27/95   . . . . . . . . . . . . . . . . . . . .       2,725,000      MIG1        2,731,959

CONNECTICUT    Connecticut General Obligation, Tender Option Bond,
                 Weekly Coupon Reset, 5.65%, 1/5/95  . . . . . . . . . .       2,000,000      MIG1        2,000,000

FLORIDA        Broward County, FL, Housing Finance Authority,
                 Weekly Demand Note, Welleby Apartments Project,
                 5.7%, 12/1/06*  . . . . . . . . . . . . . . . . . . . .       1,000,000      MIG1        1,000,000
               Dade County, FL, Water and Sewer System Revenue
                 Bond, Series 1994, Weekly Demand Note,
                 4.95%, 10/5/22 (c)*   . . . . . . . . . . . . . . . . .       2,000,000      A1+         2,000,000
</TABLE>

The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
SCUDDER TAX FREE MONEY FUND
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                           Unaudited
                                                                                           ---------
                                                                               Principal     Credit       Value ($)
                                                                               Amount ($)   Rating (b)    (Note A)
- -------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                             <C>            <C>         <C>
               Florida Local Government Finance Authority,
                 Weekly Demand Note, 5.5%, 9/1/16* . . . . . . . . . . .       3,000,000      MIG1        3,000,000
               Putnam County, FL, Pollution Control Revenue,
                 Seminole Electric Cooperative Finance Corp., 1984
                 Series H-2, Weekly Demand Note, 5.55%, 3/15/14*   . . .       2,650,000      A1+         2,650,000

GEORGIA        Burke County, GA, Pollution Control Revenue,
                 Ogelthorpe Power, Weekly Demand Note,
                 4.95%, 1/1/19 (c)*  . . . . . . . . . . . . . . . . . .       5,000,000      A1+         5,000,000
               DeKalb Private Hospital Authority, Egleston Children's
                 Hospital at Emory University, 1994 Series B, Weekly
                 Demand Note, 5.4%, 3/1/24*  . . . . . . . . . . . . . .       5,000,000      A1+         5,000,000
               Dekalb County, GA, Wood Brook Project,1985
                 Series J, Weekly Demand Note, 5.7%, 8/1/07*   . . . . .       2,000,000      MIG1        2,000,000

IDAHO          Idaho Tax Anticipation Note, 4.5%, 6/29/95  . . . . . . .       2,000,000      SP1+        2,006,422

ILLINOIS       Illinois Development Finance Authority, Molex Inc.
                 Project, Series 1985, Weekly Demand Note,
                 5.7%, 7/1/05* . . . . . . . . . . . . . . . . . . . . .       1,000,000      NR          1,000,000
               Illinois Educational Facilities Authority, University
                 Pooled Finance Program, Weekly Demand Note,
                 5.6%, 12/1/05 (c)*  . . . . . . . . . . . . . . . . . .       4,810,000      A1          4,810,000
               Illinois Health Facilities Authority:
                 Rush Presbyterian, Tax Exempt Commercial Paper:
                   4.35%, 1/10/95  . . . . . . . . . . . . . . . . . . .       1,000,000      MIG1        1,000,000
                   3.6%, 1/18/95 . . . . . . . . . . . . . . . . . . . .       2,000,000      A1+         2,000,000
                   La Grange Memorial Health System, Series 1990,
                     Daily Demand Note, 6%, 12/1/16*   . . . . . . . . .       1,000,000      MIG1        1,000,000
               Skokie, IL, Fashion Square, Series 1984, Weekly
                 Demand Note, 6%, 12/1/14*   . . . . . . . . . . . . . .       2,000,000      AA          2,000,000

INDIANA        Indiana Bond Bank, Advanced Funding, 1994
                 Series A-2, 3.03%, 1/17/95  . . . . . . . . . . . . . .       2,000,000      SP1+        2,000,238

IOWA           Iowa School Corporation, 1994 Series A,
                 General Obligation, 4.25%, 7/17/95  . . . . . . . . . .       1,000,000      SP1+        1,003,379

KENTUCKY       Kentucky Development Finance Authority, Healthcare
                 System, Appalachian Regional Health Care,
                 Series 1991, Weekly Demand Note, 5.5%, 9/1/06*  . . . .       1,300,000      MIG1        1,300,000

MAINE          State of Maine, Series 1994, Tax Anticipation Notes,
                 4.5%, 6/30/95 . . . . . . . . . . . . . . . . . . . . .       5,000,000      SP1+        5,017,260

MASSACHUSETTS  Massachusetts Bay Transportation Authority,
                 1984 Series A, Optional Put, 3.75%, 3/1/14  . . . . . .       2,000,000      A1+         2,000,000
               Massachusetts General Obligation, 5.5%, 11/1/95   . . . .       2,000,000      NR          2,012,791

MICHIGAN       Michigan Strategic Fund, Dow Chemical Project,
                 Tax Exempt Commercial Paper, 3.6%, 1/13/95  . . . . . .       1,500,000      P1          1,500,000
</TABLE>

The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
                                                                                               INVESTMENT PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                           Unaudited
                                                                                           ---------
                                                                              Principal      Credit       Value ($)
                                                                              Amount ($)    Rating (b)    (Note A)
- -------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                            <C>             <C>        <C>

MINNESOTA      Cottage Grove, MN, Minnesota Mining and
                 Manufacturing, Series 1982, Weekly Demand Note,
                 5.5%, 8/1/12* . . . . . . . . . . . . . . . . . . . . .       1,100,000      A1+         1,100,000

MISSISSIPPI    Jackson County, MI, Chevron USA Project, Pollution
                 Control Revenue Bonds, Daily Demand Notes,
                 6.15%, 12/1/16* . . . . . . . . . . . . . . . . . . . .       3,255,000      P1          3,255,000

MISSOURI       Missouri Health and Educational Facilities Authority,
                 Sisters of Mercy, Weekly Demand Note,
                 5.2%, 6/1/19* . . . . . . . . . . . . . . . . . . . . .       3,000,000      MIG1        3,000,000
               Missouri State Environmental, Impact and Revenue
                 Resource Authority, Optional Put, 3.76%, 6/1/14 . . . .       5,000,000      A1+         5,000,000
               St. Charles County, MO, Industrial Development
                 Authority, Multi-Family Housing, Sun River
                 Apartments, Weekly Demand Note, 5.7%, 12/1/07*  . . . .       3,000,000      MIG1        3,000,000

NEVADA         Clark County, NV, Airport Improvement Revenue,
                 Weekly Demand Note, 4.95%, 7/1/12 (c)*  . . . . . . . .       2,000,000      A1+         2,000,000

NEW JERSEY     New Jersey Turnpike Authority, Series D, Weekly
                 Demand Note, 4.65%, 1/1/18 (c)* . . . . . . . . . . . .       4,000,000      A1+         4,000,000
               Salem County, NJ, Industrial Pollution Control
                 Authority, E.I. du Pont de Nemours and Co.,
                 Floating Rate Demand Note, 3.75%, 3/1/12*   . . . . . .      11,400,000      P1         11,400,000

NEW MEXICO     Farmington, NM, Pollution Control Revenue,
                 Arizona Public Service, Four Corners Project, 1994
                 Series A, Daily Demand Note, 5.75%, 5/1/24* . . . . . .       1,400,000      A1+         1,400,000
NEW YORK       New York City Revenue Anticipation Notes, 1994
                 Series B, 4.75%, 6/30/95  . . . . . . . . . . . . . . .       2,000,000      SP1         2,006,158
               New York City, NY, General Obligation, Series 1994 A,
                 4.5%, 4/12/95   . . . . . . . . . . . . . . . . . . . .       1,600,000      MIG1        1,603,292

NORTH CAROLINA North Carolina Eastern Municipal Power Agency,
                 Tax Exempt Commercial Paper, 1988 Series B,
                 3.85%, 2/24/95  . . . . . . . . . . . . . . . . . . . .       2,400,000      A1+         2,400,000
               North Carolina Medical Care Commission, Hospital
                 Revenue, Pooled Financing Project, 1986 Series A-2,
                 Weekly Demand Note, 5.55%, 7/1/26 (c)*  . . . . . . . .       1,500,000      MIG1        1,500,000

NORTH DAKOTA   Mercer County, ND, Pollution Control Revenue,
                 Cooperative Finance Corp., United Power, Weekly
                 Demand Note, 5.55%, 8/15/14*  . . . . . . . . . . . . .       3,150,000      A1          3,150,000

OHIO           Hamilton County, OH, Health Systems Revenue,
                 Franciscan Sisters of the Poor Health Systems,
                 Series A, Daily Demand Note, 6.05%, 3/1/17* . . . . . .         400,000      MIG1          400,000

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER TAX FREE MONEY FUND
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                           Unaudited
                                                                                           ---------
                                                                               Principal     Credit       Value ($)
                                                                               Amount ($)   Rating (b)    (Note A)
- -------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                             <C>            <C>         <C>
               North Olmstead, OH, General Obligation,
                 Tax Anticipation Note:
                   4.2%, 6/22/95 . . . . . . . . . . . . . . . . . . . .       2,000,000      NR          2,002,714
                   4.55%, 7/20/95  . . . . . . . . . . . . . . . . . . .       2,000,000      NR          2,003,724

OREGON         Klameth Falls, OR, Hydroelectric Facilities Authority,
                 Salt Caves Project, 1986 Series D, Mandatory Put,
                 3.75%, 5/1/95 . . . . . . . . . . . . . . . . . . . . .       1,500,000      SP1+        1,500,000

PENNSYLVANIA   Allegheny County, PA, Industrial Development Authority,
                 Lenmar Realty Project, Weekly Demand Note,
                 5.55%, 1/1/98*  . . . . . . . . . . . . . . . . . . . .       1,110,000      MIG1        1,110,000
               Bucks County, PA, Oxford Falls Plaza, Series 1984,
                 Weekly Demand Note, 5.75%, 10/1/14*   . . . . . . . . .       9,000,000      MIG1        9,000,000
               City of Philadelphia, PA, Tax and Revenue
                 Anticipation Notes, 4.75%, 6/15/95  . . . . . . . . . .       2,000,000      SP1         2,007,408
               Elk County, PA, Stackpole Corporation, Series 1989,
                 Weekly Demand Note, 4.25%, 3/1/04*  . . . . . . . . . .       1,000,000      NR          1,000,000
               Emmaus, PA, General Authority, Local Government
                 Revenue Bond Pool Program,
                   Weekly Demand Note:
                     Series D-5, 5.65%, 3/1/24*  . . . . . . . . . . . .       1,800,000      A1          1,800,000
                     Series D-6, 5.7%, 3/1/24*   . . . . . . . . . . . .         800,000      A1            800,000
                     Series E, 5.65%, 3/1/24*    . . . . . . . . . . . .       3,200,000      A1+         3,200,000
                     Series G-3, 5.65%, 3/1/24*  . . . . . . . . . . . .       9,950,000      A1+         9,950,000
                     Series G-4, 5.7%, 3/1/24*   . . . . . . . . . . . .       1,650,000      A1          1,650,000
                     Series H-2, 5.7%, 3/1/24*   . . . . . . . . . . . .       1,200,000      A1          1,200,000
                     Series H-3, 5.7%, 3/1/24*   . . . . . . . . . . . .       1,800,000      A1          1,800,000
               Pennsylvania Tax Anticipation Notes, 4.75%, 6/30/95   . .       2,500,000      SP1+        2,509,587
               Philadelphia, PA School District, Tax and Revenue
                 Anticipation Notes, 4.75%, 6/30/95  . . . . . . . . . .       3,000,000      SP1+        3,008,993

TENNESSEE      Clarksville, TN, Series 1990, Weekly Demand Note,
                 4.9%, 7/1/13 (c)* . . . . . . . . . . . . . . . . . . .       2,000,000      MIG1        2,000,000
               Franklin Industrial Development Revenue, Franklin
                 Oaks Apartments, Weekly Demand Note,
                 6%, 12/1/07*  . . . . . . . . . . . . . . . . . . . . .       3,500,000      MIG1        3,500,000
               Tennessee General Obligation, Bond Anticipation Note,
                 Weekly Demand Note, 1993 Series B, 5.5%, 5/1/96*  . . .         700,000      A1+           700,000
               Tennessee State Local Development, Bond
                 Anticipation Note, 4.5%, 6/1/95   . . . . . . . . . . .       7,000,000      SP1+        7,020,614

TEXAS          Camp County, TX, Industrial Development, Pollution
                 Control Revenue, Texas Oil & Gas Corp., Floating
                 Rate Demand Bond, 5.7%, 12/1/13*  . . . . . . . . . . .       2,000,000      A1          2,000,000

</TABLE>

The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
                                                                                               INVESTMENT PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                           Unaudited
                                                                                           ---------
                                                                               Principal     Credit       Value ($)
                                                                               Amount ($)   Rating (b)    (Note A)
- -------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                             <C>            <C>         <C>
               Harris County, TX, Health Facilities Development Corp.,
                 St. Luke's Episcopal Hospital, Daily Demand Note:
                   1985 Series B, 5.85%, 2/15/16*  . . . . . . . . . . . .     2,000,000      A1+         2,000,000
                   1985 Series C, 5.85%, 2/15/16*  . . . . . . . . . . . .     6,700,000      A1+         6,700,000
                   1985 Series D, 5.85%, 2/15/16*  . . . . . . . . . . . .     2,850,000      A1+         2,850,000
               North Central Texas Health Facilities
                 Development Corp., Presbyterian Medical Center,
                 Daily Demand Note:
                   Series C, 5.95%, 12/1/15 (c)* . . . . . . . . . . . . .     2,200,000      A1+         2,200,000
                   Series D, 5.95%, 12/1/15 (c)* . . . . . . . . . . . . .     4,900,000      A1+         4,900,000
               San Antonio, TX, Industrial Development Authority,
                 River Center Associates Project, Weekly Demand
                 Note, 5.5%, 12/1/12*  . . . . . . . . . . . . . . . . . .     4,800,000      AA          4,800,000
               State of Texas, Tax and Revenue Anticipation Notes,        
                 5%, 8/31/95   . . . . . . . . . . . . . . . . . . . . . .     4,300,000      SP1+        4,315,199

UTAH           Intermountain Power Agency, UT, Refunding Revenue
                 Series I, Prerefunded Bond, 8.7%, 7/1/99  . . . . . . . .     1,715,000      AAA         1,775,080
               Salt Lake City, UT, Pooled Hospital Financing
                 Program, Tax Exempt Commercial Paper:
                   3.85%, 1/3/95 . . . . . . . . . . . . . . . . . . . . .     2,000,000      A1+         2,000,000
                   4.35%, 1/10/95  . . . . . . . . . . . . . . . . . . . .     3,600,000      A1+         3,600,000
                 Utah State Housing, Single Family Mortgage, Weekly
                 Demand Note, 5.7%, 7/1/16*  . . . . . . . . . . . . . . .     2,000,000      SP1+        2,000,000

VIRGINIA       Louisa County, VA, Pollution Control Revenue,
                 Virginia Electric Power Company, Tax Exempt
                 Commercial Paper, 3.8%, 3/10/95 . . . . . . . . . . . . .     1,000,000      MIG1        1,000,000

WASHINGTON     Washington General Obligation, Various Purpose,
                 Series B-2, Tender Option Bond, Weekly Coupon
                 Reset, 5.75%, 1/4/95  . . . . . . . . . . . . . . . . . .     5,000,000      A1+         5,000,000
               Washington Health Care Facilities Authority,
                 Daily Demand Note:
                   Fred Hutchinson Cancer Research Center:
                    Series A, 6%, 1/1/18*  . . . . . . . . . . . . . . . .     2,315,000      MIG1        2,315,000
                    Series B, 6%, 1/1/18*  . . . . . . . . . . . . . . . .     2,200,000      MIG1        2,200,000
                 Sisters of Providence:
                    1985 Series C, 6%, 10/1/05*  . . . . . . . . . . . . .     1,000,000      A1+         1,000,000
                    1985 Series E, 6%, 10/1/05*  . . . . . . . . . . . . .     1,500,000      A1+         1,500,000
               Washington State Public Power Supply Authority,
                 Weekly Demand Note, 5.5%, 7/1/17*   . . . . . . . . . . .     5,000,000      A1          5,000,000

WISCONSIN      Wausau, WI, Pollution Control Revenue,
                 Minnesota Mining and Manufacturing,
                 Floating Rate Demand Note:
                   Series 1982, 5.5%, 8/1/17*  . . . . . . . . . . . . . .     2,300,000      A1+         2,300,000
                   Series 1983, 5.5%, 12/1/01* . . . . . . . . . . . . . .       800,000      AAA           800,000
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER TAX FREE MONEY FUND
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                           Unaudited
                                                                                           ---------
                                                                               Principal     Credit       Value ($)
                                                                               Amount ($)   Rating (b)    (Note A)
- -------------------------------------------------------------------------------------------------------------------
               <S>                                                               <C>          <C>       <C>
               Wisconsin Health Facilities Authority, Franciscan
                 Memorial Hospital, Weekly Demand Note,
                 5.4%, 1/1/16* . . . . . . . . . . . . . . . . . . . . .         900,000      A1+           900,000
                                                                                                        -----------
               TOTAL INVESTMENT PORTFOLIO -- 100.0%
                 (Cost $249,538,041) (a) . . . . . . . . . . . . . . . .                                249,538,041
                                                                                                        ===========
</TABLE>
                     (a) The cost for federal income tax purposes was
                         $249,869,104. At December 31, 1994, net unrealized
                         depreciation for all securities was $331,063. This
                         consisted of aggregate gross unrealized  depreciation
                         for all securities in which there was an excess of tax
                         cost over market value of $331,063.

                     (b) All of the securities held have been determined to be
                         of appropriate credit quality as required by the
                         Fund's investment objectives. Credit ratings shown are
                         assigned by either Standard & Poor's Ratings Group,
                         Moody's Investors Service, Inc. or Fitch Investors
                         Service, Inc. Unrated securities (NR) have been
                         determined to be of comparable quality to rated
                         eligible securities.
        
                     (c) Bond is insured by one of these companies: AMBAC, 
                         FGIC and MBIA.

                       * Floating rate and monthly, weekly, or daily demand
                         notes are securities whose yields vary with a
                         designated market index or market rate, such as the
                         coupon-equivalent of the Treasury Bill rate. Variable
                         rate demand notes are securities whose yields  are
                         periodically reset at levels that are generally
                         comparable to tax-exempt commercial paper. These
                         securities are payable on demand within seven calendar
                         days and normally incorporate an irrevocable letter of
                         credit or line of credit from a major bank. These
                         notes are carried, for purposes of calculating average
                         weighted maturity, at the longer of the period
                         remaining until the next rate change or to the extent
                         of the demand period.
 


        

   The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
                                                                          FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------------------------

                      STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1994
- ----------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>
ASSETS
Investments, at value (amortized cost $249,538,041)
  (Note A). . . . . . . . . . . . . . . . . . . . . . . . . . .                   $249,538,041
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      8,168,624
Receivables:
  Fund shares sold. . . . . . . . . . . . . . . . . . . . . . .                      4,053,132
  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .                      2,199,478
  Investments sold. . . . . . . . . . . . . . . . . . . . . . .                      2,060,000
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . .                          6,533
                                                                                  ------------
    Total assets. . . . . . . . . . . . . . . . . . . . . . . .                    266,025,808
LIABILITIES
Payables:
  Fund shares redeemed . . . . .  . . . . . . . . . . . . . . .    $9,020,791
  Dividends  . . . . . . . . . .  . . . . . . . . . . . . . . .        68,544
  Accrued management fee (Note B) . . . . . . . . . . . . . . .       108,047
  Other accrued expenses (Note B) . . . . . . . . . . . . . . .        54,278
                                                                   ----------
    Total liabilities . . . . . . . . . . . . . . . . . . . . .                      9,251,660
                                                                                  ------------
Net assets, at value  . . . . . . . . . . . . . . . . . . . . .                   $256,774,148
NET ASSETS                                                                        ============
Net assets consist of:
  Accumulated net realized loss . . . . . . . . . . . . . . . .                   $   (146,017)
  Shares of beneficial interest . . . . . . . . . . . . . . . .                      2,566,024
  Additional paid-in capital  . . . . . . . . . . . . . . . . .                    254,354,141
                                                                                  ------------
Net assets, at value  . . . . . . . . . . . . . . . . . . . . .                   $256,774,148
NET ASSET VALUE, offering and redemption price per share                          ============
  ($256,774,148 -:-256,602,378 outstanding shares of
  beneficial interest, $.01 par value, unlimited number
  of shares authorized)   . . . . . . . . . . . . . . . . . . .                          $1.00
                                                                                         =====
</TABLE>

The accompanying notes are an integral part of the financial statements.




<PAGE>
<TABLE> 
SCUDDER TAX FREE MONEY FUND
- ----------------------------------------------------------------------------------------------

                            STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1994
- ----------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>
INVESTMENT INCOME
Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . .                     $7,348,733

Expenses:
Management fee (Note B) . . . . . . . . . . . . . . . . . . . .    $1,222,791
Services to shareholders (Note B) . . . . . . . . . . . . . . .       350,571
Trustees' fees (Note B) . . . . . . . . . . . . . . . . . . . .        36,168
Custodian and Accounting fees (Note B)  . . . . . . . . . . . .        94,936
Reports to shareholders . . . . . . . . . . . . . . . . . . . .        40,985
Legal . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,822
Auditing  . . . . . . . . . . . . . . . . . . . . . . . . . . .        41,926
State registration  . . . . . . . . . . . . . . . . . . . . . .        56,386
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        18,042        1,871,627
                                                                   ---------------------------
Net Investment Income . . . . . . . . . . . . . . . . . . . . .                      5,477,106
                                                                                    ----------

NET REALIZED LOSS ON INVESTMENT TRANSACTIONS
Net realized loss from investments  . . . . . . . . . . . . . .                        (13,237)
                                                                                    ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  . . . . .                     $5,463,869
                                                                                    ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.


<PAGE>

<TABLE>
                                                                          FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------------------
<CAPTION>


                                            
                                                                   YEARS ENDED DECEMBER 31,
                                                                 -----------------------------
INCREASE (DECREASE) IN NET ASSETS                                    1994             1993
- ----------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
Operations:
Net investment income . . . . . . . . . . . . . . . . . . . . .  $  5,477,106     $  4,435,227
Net realized loss from investment
  transactions. . . . . . . . . . . . . . . . . . . . . . . . .       (13,237)         (28,852)
                                                                 ------------     ------------
Net increase in net assets resulting from
  operations  . . . . . . . . . . . . . . . . . . . . . . . . .     5,463,869        4,406,375
                                                                 ------------     ------------
Distributions to shareholders from net
  investment income ($.022 and $.018 per
  share, respectively). . . . . . . . . . . . . . . . . . . . .    (5,477,106)      (4,435,227)
                                                                 ------------     ------------
Fund share transactions at net asset value of
  $1.00 per share:
Shares sold . . . . . . . . . . . . . . . . . . . . . . . . . .   664,337,035      574,052,666
Shares issued to shareholders in 
  reinvestment of distributions . . . . . . . . . . . . . . . .     4,888,153        3,926,092
Shares redeemed . . . . . . . . . . . . . . . . . . . . . . . .  (634,890,811)    (622,587,583)
                                                                 ------------     ------------
Net increase (decrease) in net assets from
  Fund share transactions . . . . . . . . . . . . . . . . . . .    34,334,377      (44,608,825)
                                                                 ------------     ------------
INCREASE (DECREASE) IN NET ASSETS . . . . . . . . . . . . . . .    34,321,140      (44,637,677)
Net assets at beginning of period . . . . . . . . . . . . . . .   222,453,008      267,090,685
                                                                 ------------     ------------
NET ASSETS AT END OF PERIOD . . . . . . . . . . . . . . . . . .  $256,774,148     $222,453,008
                                                                 ============     ============
</TABLE>

The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
SCUDDER TAX FREE MONEY FUND
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL
STATEMENTS.

       
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                            ---------------------------------------------------------------------------------------
                             1994     1993     1992     1991     1990     1989     1988     1987     1986     1985
                            ---------------------------------------------------------------------------------------
<S>                         <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, 
 beginning of 
 period   . . . . . . .     $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000
                            ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
Net investment 
 income   . . . . . . .       .022     .018     .025     .041     .053     .057     .046     .040     .041     .045
Less distributions 
 from net investment 
 income   . . . . . . .      (.022)   (.018)   (.025)   (.041)   (.053)   (.057)   (.046)   (.040)   (.041)   (.045)
                            ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
Net asset value, 
 end of period  . . . .     $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000   $1.000
                            ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
TOTAL RETURN (%)  . . .       2.26     1.86     2.54     4.20     5.44     5.83     4.73     4.03     4.19     4.62
RATIOS AND
SUPPLEMENTAL DATA

Net assets, end of 
 period ($ millions). .        257      222      267      279      303      279      358      390      383      265
Ratio of operating 
 expenses to 
 average daily net 
 assets (%)   . . . . .        .77      .75      .73      .70      .72      .70      .67      .66      .63      .63
Ratio of net 
 investment income
 to average daily
 net assets (%)   . . .       2.24     1.84     2.53     4.12     5.30     5.67     4.61     4.03     4.01     4.54
 </TABLE>



<PAGE>


                                                  NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------


A. SIGNIFICANT ACCOUNTING POLICIES
- -------------------------------------------------------------------------------
Scudder Tax Free Money Fund (the "Fund") is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as a diversified, open-end management investment company. The policies
described below are followed consistently by the Fund in the preparation of its
financial statements in conformity with generally accepted accounting
principles.

SECURITY VALUATION. The Fund values all portfolio securities utilizing the
amortized cost method permitted in accordance with Rule 2a-7 under the
Investment Company Act of 1940, as amended, and pursuant to which the Fund must
adhere to certain conditions. Under this method, which does not take into
account unrealized securities gains or losses, an instrument is initially
valued at its cost and thereafter assumes a constant accretion/amortization to
maturity of any discount/premium.

FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment
companies and to distribute all of its income to its shareholders. The Fund
accordingly paid no federal income taxes and no provision for federal income
taxes was required.

As of December 31, 1994, the Fund had a net tax basis capital loss carryforward
of approximately $170,413, which may be applied against any realized net taxable
gains of each succeeding year until fully utilized or until December 31, 1995
($76,706), December 31, 1996 ($20,404), December 31, 2000 ($6,818), December 31,
2001 ($28,852), and December 31, 2002 ($37,633), the respective expiration
dates, whichever occurs first.

DISTRIBUTION OF INCOME AND GAINS. All of the net investment income of the Fund
is declared as a dividend to shareholders of record as of twelve o'clock noon
each business day and is paid to shareholders monthly. During any particular
year, net realized gains from investment transactions, in excess of available
capital loss carryforwards, would be taxable to the Fund if not distributed
and, therefore, will be distributed to shareholders. An additional distribution
may be made to the extent necessary to avoid the payment of a four percent
federal excise tax.

<PAGE>

SCUDDER TAX FREE MONEY FUND
- -------------------------------------------------------------------------------


The Fund uses the specific identification method for determining realized gain
or loss on investments for both financial and federal income tax reporting
purposes.

OTHER. Investment transactions are accounted for on a trade date basis (which
in most cases is the same as the settlement date).  Interest income is accrued
pro rata to maturity. All premiums and discounts are amortized/accreted for
both tax and financial reporting purposes.

B. RELATED PARTIES
- -------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Adviser directs the investments of
the Fund in accordance with its investment objectives, policies, and
restrictions. The Adviser determines the securities, instruments, and other
contracts relating to investments to be purchased, sold or entered into by the
Fund. In addition to portfolio management services, the Adviser provides
certain administrative services in accordance with the Agreement. The
management fee payable under the Agreement is equal to an annual rate of 0.50%
on the first $500,000,000 of average daily net assets, and 0.48% of such net
assets in excess of $500,000,000, computed and accrued daily and payable
monthly. The Agreement provides that if the Fund's expenses, exclusive of
taxes, interest, and extraordinary expenses, exceed specified limits, such
excess, up to the amount of the management fee, will be paid by the Adviser.
For the year ended December 31, 1994, the management fee pursuant to the
Agreement aggregated $1,222,791, which was equivalent to an annual effective
rate of 0.50% of the Fund's average daily net assets.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
For the year ended December 31, 1994, the amount charged to the Fund by SSC
aggregated $268,759, of which $22,023 is unpaid at December 31, 1994.

Effective September 27, 1994, Scudder Fund Accounting Corporation ("SFAC"), a
wholly-owned subsidiary of the Adviser, assumed responsibility for determining
the daily net asset value per share and maintaining the portfolio and general
accounting records of the Fund. For the period September 27, 1994 to December
31, 1994, the amount charged to the Fund by SFAC aggregated $13,449, of which
$4,117 is unpaid at December 31, 1994.

<PAGE>


                                                  NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------

The Fund pays each Trustee not affiliated with the Adviser $4,000 annually plus
specified amounts for attended board and committee meetings. For the year ended
December 31, 1994, Trustees' fees and expenses aggregated $36,168.


<PAGE>

SCUDDER TAX FREE MONEY FUND
REPORT OF INDEPENDENT ACCOUNTANTS
- -------------------------------------------------------------------------------


TO THE TRUSTEES AND SHAREHOLDERS OF THE SCUDDER TAX FREE MONEY FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Tax Free Money Fund, including the investment portfolio, as of December 31,
1994, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the ten years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Tax Free Money Fund as of December 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended and the financial highlights for each of
the ten years in the period then ended, in conformity with generally accepted
accounting principles.


Boston, Massachusetts                    COOPERS & LYBRAND L.L.P.
February 3, 1995


<PAGE>

                                                                TAX INFORMATION
- -------------------------------------------------------------------------------


By now shareholders should have received their year-end statement and tax
information letter from the Fund.

Of the dividends paid by the Scudder Tax Free Money Fund from net investment
income for the taxable year ended December 31, 1994, 100% were exempt interest
dividends which are tax exempt for purposes of regular federal income tax, and
for purposes of the federal alternative minimum tax.

Please consult a tax adviser if you have questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Service
Representative at 1-800-225-5163.

<PAGE>

TAX INFORMATION

By now shareholders should have received their year-end statement and tax
information letter from the Fund.

Of the dividends paid by the Scudder Tax Free Money Fund from net
investment income for the taxable year ended December 31, 1994, 100% were
exempt interest dividends which are tax exempt for purposes of regular
federal income tax, and for purposes of the federal alternative minimum
tax.

Please consult a tax adviser if you have questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have
specific questions about your Scudder Fund account, please call a Scudder
Service Representative at 1-800-225-5163.

OFFICERS AND TRUSTEES

David S. Lee*
     President and Trustee

Dawn-Marie Driscoll     
     Trustee; Attorney and Corporate Director

Peter B. Freeman
     Trustee; Corporate Director and Trustee

George M. Lovejoy, Jr.
     Trustee; Chairman Emeritus, Meredith & Grew, Incorporated

Juris Padegs*
     Vice President and Trustee

Jean C. Tempel
     Trustee; Director and Executive Vice President, Safeguard Scientifics,
     Inc.

Donald C. Carleton*
     Vice President

Jerard K. Hartman*
     Vice President

Thomas W. Joseph*
     Vice President

Thomas F. McDonough*
     Vice President and Secretary

Pamela A. McGrath*
     Vice President and Treasurer

Edward J. O'Connell*
     Vice President and Assistant Treasurer

Coleen Downs Dinneen*
     Assistant Secretary

* Scudder, Stevens & Clark, Inc.


INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

     Money market
     Scudder Cash Investment Trust
     Scudder U.S. Treasury Money Fund
     Tax free money market+
     Scudder Tax Free Money Fund
     Scudder California Tax Free Money Fund*
     Scudder New York Tax Free Money Fund*
     
     Tax free+
     Scudder California Tax Free Fund*
     Scudder High Yield Tax Free Fund
     Scudder Limited Term Tax Free Fund
     Scudder Managed Municipal Bonds
     Scudder Massachusetts Limited Term Tax Free Fund*
     Scudder Massachusetts Tax Free Fund*
     Scudder Medium Term Tax Free Fund
     Scudder New York Tax Free Fund*
     Scudder Ohio Tax Free Fund*
     Scudder Pennsylvania Tax Free Fund*
     
     Growth and Income
     Scudder Balanced Fund
     Scudder Growth and Income Fund
     
     Income
     Scudder Emerging Markets Income Fund
     Scudder GNMA Fund
     Scudder Income Fund
     Scudder International Bond Fund
     Scudder Short Term Bond Fund
     Scudder Short Term Global Income Fund
     Scudder Zero Coupon 2000 Fund
     
     Growth
     Scudder Capital Growth Fund
     Scudder Development Fund
     Scudder Global Fund
     Scudder Global Small Company Fund
     Scudder Gold Fund
     Scudder Greater Europe Growth Fund
     Scudder International Fund
     Scudder Latin America Fund
     Scudder Pacific Opportunities Fund
     Scudder Quality Growth Fund
     Scudder Value Fund
     The Japan Fund

Retirement Plans and Tax-Advantaged Investments

     IRAs
     Keogh Plans
     Scudder Horizon Plan+++* (a variable annuity)
     401(k) Plans
     403(b) Plans
     SEP-IRAs
     Profit Sharing and Money Purchase Pension Plans

Closed-end Funds#

     The Argentina Fund, Inc.
     The Brazil Fund, Inc.
     The First Iberian Fund, Inc.
     The Korea Fund, Inc.
     The Latin America Dollar Income Fund, Inc.
     Montgomery Street Income Securities, Inc.
     Scudder New Asia Fund, Inc.
     Scudder New Europe Fund, Inc.
     Scudder World Income Opportunities Fund, Inc.

Institutional Cash Management

     Scudder Institutional Fund, Inc.
     Scudder Fund, Inc.
     Scudder Treasurers Trust(tm)++

     For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +A portion of the income from
the tax-free funds may be subject to federal, state and local taxes. *Not
available in all states. +++A no-load variable annuity contract provided by
Charter National Life Insurance Company and its affiliate, offered by
Scudder's insurance agencies, 1-800-225-2470. #These funds, advised by
Scudder, Stevens & Clark, Inc., are traded on various stock exchanges.
++For information on Scudder Treasurers Trust(tm), an institutional cash
management service that utilizes certain portfolios of Scudder Fund, Inc.
($100,000 minimum), call: 1-800-541-7703.



HOW TO CONTACT SCUDDER

Account Service and Information

     For existing account service and transactions
     
     SCUDDER INVESTOR RELATIONS
     1-800-225-5163
     
     For account updates, prices, yields, exchanges and redemptions
     
     SCUDDER AUTOMATED INFORMATION LINE (SAIL)
     1-800-343-2890
     
Investment Information

     To receive information about the Scudder funds, for additional
     applications and prospectuses, or for investment questions
     
     SCUDDER INVESTOR RELATIONS
     1-800-225-2470
     
     For establishing 401(k) and 403(b) plans
     
     SCUDDER DEFINED CONTRIBUTION SERVICES
     1-800-323-6105
     
Please address all correspondence to

     THE SCUDDER FUNDS
     P.O. BOX 2291
     BOSTON, MASSACHUSETTS
     02107-2291
     
Or stop by a Scudder Funds Center

     Many shareholders enjoy the personal, one-on-one service of the
     Scudder Funds Centers. Check for a Funds Center near you--they can be
     found in the following cities:
     
          Boca Raton
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
          San Diego
          San Francisco
          Scottsdale
          
     For information on Scudder Treasurers Trust(tm), an institutional cash
     management service for corporations, non-profit organizations and
     trusts which utilizes certain portfolios of Scudder Fund, Inc.*
     ($100,000 minimum), call: 1-800-541-7703.
     
     For information on Scudder Institutional Funds,* funds designed to
     meet the broad investment management and service needs of banks and
     other institutions, call: 1-800-854-8525.

     Scudder Investor Relations and Scudder Funds Centers are services
     provided through Scudder Investor Services, Inc., Distributor.

*    Contact Scudder Investor Services, Inc., Distributor, to receive a
     prospectus with more complete information, including management fees
     and expenses. Please read it carefully before you invest or send
     money.


Celebrating 75 Years of Serving Investors

     Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark was the first independent investment
counsel firm in the United States. Since its birth, Scudder's pioneering
spirit and commitment to professional long-term investment management have
helped shape the investment industry. In 1928, we introduced the nation's
first no-load mutual fund. Today we offer 36 pure no load(tm) funds,
including the first international mutual fund offered to U.S. investors.

     Over the years, Scudder's global investment perspective and dedication
to research and fundamental investment disciplines have helped Scudder
become one of the largest and most respected investment managers in the
world. Though times have changed since our beginnings, we remain committed
to our longstanding principles: managing money with integrity and
distinction, keeping the interests of our clients first; providing access
to investments and markets that may not be easily available to individuals;
and making investing as simple and convenient as possible through friendly,
comprehensive service.

<PAGE>

This information must be preceded or accompanied by a current prospectus.

Portfolio changes should not be considered recommendations for action by
individual investors.

Scudder
Limited Term
Tax Free Fund

Annual Report
October 31, 1994

*    For investors seeking a high level of tax-free income, exempt from
regular federal income taxes consistent with a high degree of principal
stability.

*    A pure no-load(tm) fund with no commissions to buy, sell, or exchange
shares.


CONTENTS

   2  Highlights
   3  Letter from the Fund's President
   4  Performance Update
   5  Portfolio Summary
   6  Portfolio Management Discussion
   9  Investment Portfolio
  13  Financial Statements
  16  Financial Highlights
  17  Notes to Financial Statements
  20  Report of Independent Accountants
  21  Tax Information
  21  Officers and Trustees
  22  Investment Products and Services
  23  How to Contact Scudder


HIGHLIGHTS

*    Scudder Limited Term Tax Free Fund provided shareholders with a
federally tax-exempt yield of 5.18% for the 30-day period ending October
31, 1994, equivalent to a taxable yield of 8.58% for shareholders in the
top 39.6% federal income tax bracket.

(BAR CHART TITLE)   30-Day Yield on October 31, 1994

(CHART DATA)
<TABLE>
<CAPTION>
Scudder Limited      Taxable        IBC/Donoghue
 Term Tax Free      equivalent     Taxable Money
      Fund            yield         Fund Average
     -----            ------           ------
<C>              <C>              <C>
     5.18%            8.58%            2.68%
</TABLE>

*    The Fund invests in high- and medium-quality municipal bonds. As of
October 31, 1994, over 75% of securities in the Fund were rated in the top
two categories: AA and AAA.

*    Since the Fund commenced operations in February, assets have grown
steadily and surpassed $67 million by October 31, 1994.


LETTER FROM THE FUND'S PRESIDENT

Dear Shareholders,

     The fixed-income markets have endured sharp increases in interest
rates during the past year. But from March through October 1994, the
municipal marketplace was buoyed by a significant decline in the overall
supply of municipal bonds. The scarcity of new bonds helped support prices
compared to Treasury securities as demand for tax-free investments among
investors remained strong.

     Even so, interest rates continue to have a profound effect on the
municipal market, as the market's November downturn showed. Rates will
likely remain higher in the months ahead due in part to the global
competition for capital. With limited savings among most of the world's
nations, capital is in short supply to fund economic recoveries underway
here and abroad, the continued development of emerging markets, and
investments in stocks and bonds. Nations are finding they need to maintain
higher interest rates to attract available capital.

     What does this mean for tax-free fund investors? In the near term,
interest income will likely make up most of your Fund's total return, and
the pressure on bond prices will probably continue. On the plus side,
because interest rates are now higher, investors are receiving more
tax-free income. Though any additional rise in interest rates could detract
from price performance, your portfolio management team will seek to provide
as high a level of income, exempt from federal income tax, as is consistent
with price stability. Regardless of the investment environment, municipal
bonds and tax-exempt funds remain one of the few shelters for long-term
investors who desire tax-free income.

     Please call Scudder Investor Information at 1-800-225-2470 if you have
questions about your Fund or other Scudder investments. Page 23 contains
more information on how to contact Scudder. Thank you for choosing Scudder
Limited Term Tax Free Fund to help meet your investing needs.

Sincerely,

/S/David S. Lee
David S. Lee
President,
Scudder Limited Term
Tax Free Fund

<PAGE>
Scudder Limited Term Tax Free Fund
Performance Update as of October 31, 1994
- -----------------------------------------------------------------
Growth of a $10,000 Investment
- -----------------------------------------------------------------
Scudder Limited Term Tax Free Fund
- ----------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of               Average
10/31/94  $10,000  Cumulative  Annual
- --------- -------  ----------  -------
Life of   
Fund*     $10,044      .44%       --

LB Municipal Bond Index (3 year)
- --------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of               Average
10/31/94  $10,000  Cumulative  Annual
- --------- -------  ----------  -------
Life of   
Fund*     $10,056        .56%     --

*The Fund commenced operations on February 15, 1994.
Index comparisons begin on February 28, 1994.

A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment. 
The data points from the graph are as follows:

Scudder Limited Term Tax Free Fund

Year            Amount
- ----------------------
2/94*           10000
3/94             9895
4/94             9965
5/94            10030
6/94            10079
7/94            10154
8/94            10204
9/94            10146
10/94           10099

LB Municipal Bond Index (3 year)
Year            Amount
- ----------------------
2/94*           10000
3/94             9880
4/94             9938
5/94             9984
6/94             9987
7/94            10070
8/94            10106
9/94            10081
10/94           10056

The unmanaged Lehman Brothers (LB) Municipal Bond
Index (3 year) is a market value-weighted measure of
the investment grade tax-exempt bond market consisting
of approximately 2,700 municipal bonds with a maturity
of at least one year. Index returns assume dividends are
reinvested, and, unlike Fund returns, do not reflect any
fees or expenses.

- -----------------------------------------------------------------
Returns and Per Share Information
- -------------------------------------------------------------------

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.

Period ended October 31
- ----------------------------------
<TABLE>
<S>                            <C> 
                               1994*
                             ---------   
Net Asset Value..........     $11.67 
Income Dividends.........     $  .38
Fund Total
Return (%)...............        .44
Index Total
Return (%)...............        .56
</TABLE>

All performance is historical, assumes reinvestment of all dividends and
capital gains, and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased.
If the Adviser had not maintained the Fund's expenses, the total return
would have been approximately -.32%.

Scudder Limited Term Tax Free Fund
Portfolio Summary as of October 31, 1994
- ---------------------------------------------------------------------------
Diversification
- ---------------------------------------------------------------------------
General Obligation      35%
Escrow & Collateral     19%
Hospital/Health         12%          The Fund is broadly diversified,
Electric Utility        12%          with 60 separate investments in
Port/Airport            11%          30 states and the District of
Pollution Control        6%          Columbia.
Sales & Special Tax      4%
Other                    1%
                       ----        
                       100%         
                       ====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

- --------------------------------------------------------------------------
Quality
- --------------------------------------------------------------------------
AAA                     55%          As short-term interest rates have  
AA                      27%          risen, the differences in yields
A                       14%          among municipal bonds of varying
BBB                      4%          quality ratings have narrowed, 
                       ----          making it easier to purchase
                       100%          higher-quality bonds for the Fund's
                       ====          portfolio.

Weighted average quality: AA

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

- --------------------------------------------------------------------------
Effective Maturity
- --------------------------------------------------------------------------
Less than 1 year         9%          Municipal securities maturing in     
1 < 5 years             52%          five- to 10-years have, in our
5 < 10 years            39%          judgement, become fully valued.
                       ----          As a result, we are now focusing 
                       100%          on municipal securities with shorter
                       ====          maturities.
                              
Weighted average effective maturity: 4.4 years

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.
<PAGE>

Dear Shareholders,

     We would like to welcome you once again as shareholders of Scudder
Limited Term Tax Free Fund. This annual report covers the Fund's
performance, strategy, and investment environment for the abbreviated
fiscal year, which began at the Fund's inception on February 15, 1994.
Scudder Limited Term Tax Free Fund is designed to deliver tax-free income
with below-average price risk by investing primarily in municipal bonds
with effective maturities between one and 10 years. The Fund seeks higher
income than is typically available from more stable tax-free money market
investments and less share-price fluctuation than is found in
higher-yielding intermediate- and long-term tax-free bonds.

     During the Fund's initial annual period ended October 31, 1994,
shareholders received a total of $0.38 per share of income exempt from
federal and state income taxes. On October 31, the Fund provided a net
annualized 30-day yield of 5.18%. For shareholders subject to the top
federal income tax bracket of 39.6%, the Fund's yield translated into an
8.58% taxable yield, significantly higher than current yields provided by
comparable taxable investments.  During the year, a portion of the Fund's
expenses were waived by Scudder. Had these expenses not been absorbed, the
Fund's yield would have been 4.19%.

     During a period of interest-rate increases and corresponding declines
in the prices of most municipal securities, the Fund's net asset value
declined modestly from $12.00 on February 15, 1994, to $11.67 on October
31. The combination of price changes and reinvested distributions produced
a positive total return of 0.44% for the abbreviated annual period.

                Reduction in Supply Aided Municipal Market

     During Scudder Limited Term Tax Free Fund's first fiscal year,
interest rates of tax-exempt securities rose across all maturities. Prices
declined as investors focused on signs of future inflation, including
rising commodity prices, the weaker U.S. dollar, and the increasing pace of
global economic expansion. Even though inflation has been relatively
restrained to this point, investors' fears seem to be outweighing that
reality, resulting in persistently negative market sentiment. Municipals
outperformed Treasury securities during the period, however, aided by a 44%
reduction in the supply of municipal bonds in the first three quarters of
1994 compared with the same period in 1993.

     Our ongoing strategy is to purchase shorter-maturity bonds that
provide attractive after-tax yields. Lower relative volatility is the goal
of the Fund's maturity restrictions. The Fund will not hold bonds with
effective maturities of more than 10 years, and must maintain an average
effective maturity range of one to five years.

(BAR CHART TITLE)   Increases in Yield for Municipal Bonds of
                    Various Maturities from 1/1/94 to 10/31/94

(CHART DATA)
<TABLE>
<CAPTION>
     1-Year          5-Year          10-Year
   Maturities      Maturities       Maturities
     ------          ------           ------
<C>              <C>             <C>
     +1.70            +1.25           +1.20
</TABLE>

     Our first semiannual report on April 30 noted that as we began to
invest the assets of the Fund, we focused primarily on bonds with
maturities ranging from two to 10 years. Bonds we held with five- to
10-year maturities served us well, as intermediate-maturity municipals were
the best-performing sector of the market during the first nine months of
1994. As evident in the above chart, securities maturing in five to 10
years experienced smaller increases in yield and thus smaller declines in
price than those maturing in one year. But this sector has, in our
judgment, become somewhat overvalued, and, with interest rates still
rising, we have begun to refocus on municipal securities with maturities of
one year or less. We will continue to concentrate our new purchases on
these short-term instruments to provide a measure of price stability and
competitive yields until the interest-rate environment becomes more
appropriate for a longer average maturity. The Fund's weighted average
effective maturity was 4.4 years as of October 31, 1994.

     Pre-refunded bonds, usually priced at a premium, represented a
significant portion of the Fund's portfolio as of October 31. Bonds are
pre-refunded when issuers sell new debt at lower prevailing interest rates
and use the proceeds to establish an escrow account designated to retire
the original bonds on their future call dates. Typically, when bonds are
pre-refunded, their prices rise because they offer no credit risk (the
escrowed funds are invested in Treasury securities) and less time to
maturity. These bonds offer the highest quality available in the municipal
marketplace, yet they typically have higher yields than similar bonds of
slightly lower quality.

     The average-weighted quality of bonds in the Fund was AA as of October
31, 1994, and 96% of the Fund's portfolio was invested in bonds rated A,
AA, and AAA. The differences in yields among municipal bonds with differing
quality ratings has narrowed, making it easier to purchase higher-quality
bonds and maintain a competitive average yield. Ratings for portfolio
holdings are assigned by Moody's Investors Service, Standard & Poor's, or
Fitch Investors Service.

                           Our Near-Term Outlook

     We believe the world economy will continue to grow over the coming
months, but we are cautiously optimistic that inflation will not increase
significantly beyond its current moderate level. We expect that the
tax-exempt bond market, especially intermediate-maturity bonds, will
continue to experience some price volatility in light of investor
uncertainty about inflation and interest rates. The selling pressure that
municipals experienced in November may continue to a lesser degree into
early 1995 as individual and institutional investors sell bonds to book
capital losses for tax purposes, but we expect demand to pick up again in
1995.

     We plan to pursue a conservative strategy and focus primarily on
purchases of shorter-term securities. As short-term interest rates continue
to rise, we will seek to maintain as high a yield as possible by being as
fully invested as is appropriate for the Fund. We will establish a
relatively "neutral" average maturity until we once again believe that
purchases of longer-maturity bonds offer attractive value for the Fund's
portfolio. In short, we will work to maximize Scudder Limited Term Tax Free
Fund's income without jeopardizing its relative principal stability.

Sincerely,

Your Portfolio Management Team

/S/M. Ashton Patton           /S/Donald C. Carleton
M. Ashton Patton              Donald C. Carleton

                    Scudder Limited Term Tax Free Fund:
                       A Team Approach to Investing

     Scudder Limited Term Tax Free Fund is run by a team of Scudder
investment professionals who each play an important role in the Fund's
management process. Team members work together to develop investment
strategies and select securities for the Fund's portfolio. They are
supported by Scudder's large staff of economists, research analysts,
traders, and other investment specialists who work in our offices across
the United States and abroad. Scudder believes its team approach benefits
Fund investors by bringing together many disciplines and leveraging
Scudder's extensive resources.

     M. Ashton Patton, Lead Portfolio Manager, has overseen the Fund's
investment strategy and daily operation since the Fund was introduced.
Ashton is also a Portfolio Manager of the Scudder Medium Term Tax Free
Fund. Donald C. Carleton, Portfolio Manager, has been a member of the
Portfolio team since its inception and has been at Scudder since 1983.
Donald also manages the Scudder Medium Term Tax Free Fund.

<PAGE>


<TABLE>

                                                                                        INVESTMENT PORTFOLIO  as of October 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>         
                                                                                                           Unaudited
                                                                                                        ---------------
                                                                                         Principal            Credit         Market
                                                                                         Amount ($)          Rating (b)       Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                <C>               <C>         <C> 
4.6%                          SHORT-TERM MUNICIPAL INVESTMENTS

ARIZONA                 Maricopa County, AZ, Arizona Public Service Palo
                          Verde Project, Series 1994 B, Daily Demand Note, 
                          3.4%, 5/1/29* . . . . . . . . . . . . . . . . . . . .              900,000         A1+           900,000
GEORGIA                 Hapeville, GA, Industrial Development Bond, Hapeville
                          Hotel, Daily Demand Note, 3.6%, 11/1/15*  . . . . . .              900,000         A1+           900,000
MICHIGAN                Michigan Strategic Fund, Pollution Control Revenue
                          Bond, Consumers Power Company, Series 1988 A, 
                          Daily Demand Note, 3.5%, 4/15/18* . . . . . . . . . .            1,100,000         P1          1,100,000
                                                                                                                       -----------
                        TOTAL SHORT-TERM MUNICIPAL INVESTMENTS 
                         (Cost $2,900,000)  . . . . . . . . . . . . . . . . . .                                          2,900,000
                                                                                                                       -----------
95.4%                         INTERMEDIATE-TERM MUNICIPAL INVESTMENTS

ALABAMA                 University of South Alabama, Hospital and
                          Auxiliary Revenue, 7%, 5/15/00 (c)  . . . . . . . . .            2,000,000         AAA         2,140,520
ALASKA                  Alaska State, General Obligation, 5%, 7/1/96  . . . . .            1,000,000         AA          1,004,210
ARIZONA                 Phoenix, AZ, Municipal Airport Improvement Revenue, 
                          8.5%, 7/1/99  . . . . . . . . . . . . . . . . . . . .            1,000,000         A           1,047,320
CALIFORNIA              California State Revenue Anticipation Notes, Series C:
                          8.47%, 4/25/96  . . . . . . . . . . . . . . . . . . .              500,000         MIG1          518,750
                          9.66%, 4/25/96  . . . . . . . . . . . . . . . . . . .              500,000         MIG1          518,750
CONNECTICUT             Connecticut Development Authority, Airport Facilities,
                          Windsor Locks, Mandatory Tender:
                           Series A, 5.8%, 10/1/97  . . . . . . . . . . . . . .            2,000,000         AA          2,008,220
                           Series B, 5.8%, 10/1/97  . . . . . . . . . . . . . .            2,000,000         AA          2,008,220
DISTRICT OF COLUMBIA    District of Columbia, General Obligation, Series A,
                          5.625%, 6/1/02 (c)  . . . . . . . . . . . . . . . . .            1,500,000         AAA         1,457,160
GEORGIA                 Municipal Electric Authority of Georgia, Power Revenue,
                          9.875%, 1/1/16, Crossover Refunded 1/1/95**** . . . .            1,000,000         AA          1,029,400
HAWAII                  Hawaii State, HI, General Obligation, 5.5%, 7/1/01  . .            1,000,000         AA            994,960
ILLINOIS                Chicago, IL, General Obligation, 7.5%, 1/1/00,
                          Prerefunded 1/1/97*** (c) . . . . . . . . . . . . . .            1,000,000         AAA         1,070,950
                        Chicago, IL, Metropolitan Water, Reclamation
                         District, ETM, 7.25%, 1/1/99**   . . . . . . . . . . .            2,000,000         AAA         2,135,400
                        Chicago, IL, General Obligation, School 
                         Financing Authority, Series 1994 A, 4.5%, 6/1/02 (c) .              500,000         AAA           445,255

                 The accompanying  notes are an  integral part of  these financial statements.

</TABLE>


<PAGE>
E
<TABLE>

SCUDDER LIMITED TERM TAX FREE FUND
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>                                                                                         
                                                                                                        Unaudited
                                                                                                      -------------
                                                                                          Principal        Credit         Market
                                                                                          Amount ($)      Rating (b)       Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                <C>                 <C>       <C>
                        Chicago, IL, General Obligation, Series C, 
                         4.3%, 10/31/97   . . . . . . . . . . . . . . . . . . . .            500,000           AA          482,140
                        Cook County, IL, General Obligation, Series A,
                         5.6%, 11/15/98 (c)   . . . . . . . . . . . . . . . . . .          1,900,000           AAA       1,923,180
INDIANA                 Indiana Bond Bank Revenue, State Revolving Fund, 
                          5.25%, 2/1/01 . . . . . . . . . . . . . . . . . . . . .            530,000           A           508,948
                        Indiana Health Facilities Finance Authority, Hospital 
                         Revenue, Ancilla Systems Inc., Series A, 
                         5.875%, 7/1/02 (c)   . . . . . . . . . . . . . . . . . .          1,000,000           AAA         997,160
                        Madison County, IN, Hospital Authority, Holy Cross 
                         Health System, 6.3%, 12/1/98 (c)   . . . . . . . . . . .          1,000,000           AAA       1,034,000
IOWA                    Cedar Rapids, IA, Hospital Revenue, St. Luke's 
                          Methodist Hospital, 5.65%, 8/15/02 (c)  . . . . . . . .          1,250,000           AAA       1,226,000
LOUISIANA               Jefferson, LA, Sales Tax, Series A, 6.1%, 12/1/96 (c) . .          1,000,000           AAA       1,027,220
                        Louisiana State Revenue Refunding, General 
                         Obligation, Series 1987 A, 7%, 8/1/02  . . . . . . . . .            650,000           A           683,306
MAINE                   Maine State, General Obligation, 6%, 7/1/98 . . . . . . .          2,000,000           AA        2,059,340
MARYLAND                Washington Suburban Sanitation District, 
                          MD, 6.9%, 6/1/99  . . . . . . . . . . . . . . . . . . .            675,000           AA          721,217
MASSACHUSETTS           Massachusetts Dedicated Income
                         Tax, Series A, 7.875%, 6/1/97  . . . . . . . . . . . . .            465,000           A           496,295
                        Massachusetts Water Resources Authority, Series A,
                         7%, 4/1/18, Prerefunded 4/1/00***  . . . . . . . . . . .          1,200,000           A         1,301,724
MICHIGAN                Detroit, MI, General Obligation, Distributable State Aid, 
                          5.375%, 5/1/96  . . . . . . . . . . . . . . . . . . . .          2,375,000           BAA       2,376,853
MISSOURI                New Madrid, MO, Power Revenue Bonds, 5.45%, 
                          12/1/01 (c) . . . . . . . . . . . . . . . . . . . . . .          1,000,000           AAA         983,830
NEVADA                  Clark County, NV, Airport Revenue, 5.15%, 7/1/98 (c)  . .          1,400,000           AAA       1,393,896
NEW HAMPSHIRE           New Hampshire Higher Education & Health Facilities 
                          Authority, Wentworth-Douglas Hospital, Series 1994, 
                          4.8%, 1/1/01 (c)  . . . . . . . . . . . . . . . . . . .            490,000           AAA         460,982
                        New Hampshire Higher Education & Health 
                         Facilities Authority, St. Joseph Hospital, Connie Lee
                         Insured, 5.65%, 1/1/04   . . . . . . . . . . . . . . . .          1,095,000           AAA       1,039,319
NEW JERSEY              New Jersey State, General Obligation, 7%, 4/1/03  . . . .          2,000,000           AA        2,146,040
NEW YORK                New York City, NY, General Obligation, Series H, 
                          5.7%, 8/1/03  . . . . . . . . . . . . . . . . . . . . .          3,000,000           A         2,847,120
                        New York City, NY, General Obligation, Series C, 
                          7.4%, 8/1/96  . . . . . . . . . . . . . . . . . . . . .            220,000           AAA         228,529
                        New York City, NY, General Obligation, Series A, 
                         3%, 8/15/02 (c)  . . . . . . . . . . . . . . . . . . . .          1,000,000           AAA         816,860


</TABLE>
   The accompanying  notes are an  integral part of  these financial statements.
              
 

<PAGE>

<TABLE>

                                                                                                              INVESTMENT PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                         Unaudited
                                                                                                       --------------
                                                                                        Principal           Credit       Market
                                                                                        Amount ($)         Rating (b)     Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                <C>                 <C>       <C>
                        Westchester County, NY, Industrial Development 
                         Authority, Westchester Resco Co. Project, Series
                         1994 A, 5.2%, 7/1/03 (c)  . . . . . . . . . . . . . . .             500,000           AAA         474,520
NORTH CAROLINA          North Carolina Municipal Power Agency, Catawaba 
                          Electric Revenue 2, 5.75%, 1/1/02 (c)  . . . . . . . .           1,000,000           AAA       1,003,970
OHIO                    Cincinnati School District, OH, Revenue Anticipation 
                          Note, 5.1%, 6/15/95  . . . . . . . . . . . . . . . . .             600,000           A           601,452
PENNSYLVANIA            Philadelphia, PA, Intergovernmental Cooperation 
                          Authority, Special Tax Revenue, 5.6%, 6/15/98 (c)  . .             500,000           AAA         505,995
                        Philadelphia School District, PA, 
                         Non-Callable, Series 1994 A, 5.25%, 7/1/02 (c)  . . . .           1,000,000           AAA         960,270
                        Philadelphia Gas Works Revenue, PA, 
                         7.875%, 7/1/17, Prerefunded 7/1/97*** . . . . . . . . .             500,000           AAA         544,185
SOUTH CAROLINA          South Carolina Public Service Authority Revenue, 
                          8%, 7/1/19, Prerefunded 7/1/96***  . . . . . . . . . .             250,000           AAA         270,793
                        York County, SC, Public Facilities Corp., Certificate of 
                         Participation, Series 1991, Detention Center,
                         7.5%, 6/1/11, Prerefunded 6/1/01*** . . . . . . . . . .             500,000           AAA         556,865
TENNESSEE               Bristol, Health and Education Facilities 
                         Authority, TN, Bristol Memorial Hospital, Refunding
                         Revenue, 4.9%, 9/1/03 (c) . . . . . . . . . . . . . . .             250,000           AAA         228,125
TEXAS                   Austin, TX, Utility System Revenue, Series A, 
                         6.3%, 11/15/01 (c)  . . . . . . . . . . . . . . . . . .           1,000,000           AAA       1,036,700
                        Austin, TX, Water, Sewer, & Electric Refunding
                         Revenue, 14.25%, 11/15/06, Prerefunded 5/15/97*** . . .           1,105,000           AAA       1,348,034
                        Dallas-Fort Worth, International Airport Revenue, TX, 
                         Series A, 7.75%, 11/1/02 (c)  . . . . . . . . . . . . .             525,000           AAA         591,938
                        NorthEast Independent School District, TX, Series 
                         1985 B, ETM, 9.6%, 2/1/96** . . . . . . . . . . . . . .             300,000           AAA         318,351
VIRGINIA                Chesapeake, VA, General Obligation, 6.8%, 7/1/01,
                         Prerefunded 7/1/97*** (c) . . . . . . . . . . . . . . .           1,215,000           AAA       1,291,095
WASHINGTON              Washington Public Power Supply System, Nuclear 
                         Project #2, Refunding Revenue, Series C, 
                         7.3%, 7/1/00  . . . . . . . . . . . . . . . . . . . . .           1,300,000           AA        1,393,535
                        Washington Public Power Supply System,
                         Nuclear Project #1, Revenue Refunding,
                         Series C, 7.3%, 7/1/98  . . . . . . . . . . . . . . . .          1,000,000           AA        1,057,910
                        Washington State, General Obligation, Series 1991 B, 
                         ETM, 5.9%, 6/1/98** . . . . . . . . . . . . . . . . . .          1,000,000           AA        1,023,870
                        Washington State, Motor Vehicle Fuel Tax, Series E,
                         8%, 9/1/09, Prerefunded 9/1/96*** . . . . . . . . . . .          1,000,000           AAA       1,060,290


</TABLE>
   The accompanying  notes are an  integral part of  these financial statements.


<PAGE>

<TABLE>

SCUDDER LIMITED TERM TAX FREE FUND
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                          Unaudited
                                                                                                       ----------------
                                                                                           Principal        Credit        Market
                                                                                           Amount ($)      Rating (b)      Value
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                                <C>                 <C>       <C>
WEST VIRGINIA           Wayne County, WV, Industrial Development, Atlantic
                          Richfield Co. Project, 11.75%, 12/1/01  . . . . . . . .          1,000,000           A         1,124,900
WISCONSIN               State of Wisconsin, General Obligation,
                          5.8%, 5/1/01  . . . . . . . . . . . . . . . . . . . . .          1,000,000           AA        1,016,210
                        State of Wisconsin, General Obligation,
                         6.4%, 5/1/01, Prerefunded 5/1/99***  . . . . . . . . . .          1,000,000           AAA       1,048,570
                        Wisconsin State Health Facilities Authority, Madison
                         General Hospital Association, 8.2%, 12/1/95 (c)  . . . .            300,000           AAA         311,847
                        Wisconsin State Health & Education Facilities Authority,
                         Wheaton Franciscan Services, 8.2%, 8/15/18,
                         Prerefunded 8/15/98 ***(c)   . . . . . . . . . . . . . .          1,000,000           AAA       1,118,560
                                                                                                                       -----------
                        TOTAL INTERMEDIATE-TERM MUNICIPAL INVESTMENTS
                         (Cost $60,915,620)   . . . . . . . . . . . . . . . . . .                                       60,021,059
                                                                                                                       ===========
==================================================================================================================================
                        TOTAL INVESTMENT PORTFOLIO -- 100.%
                         (Cost $63,815,620) (a)   . . . . . . . . . . . . . . . .                                       62,921,059
                                                                                                                       ===========
<FN>
        (a)   The cost for federal income tax purposes was $63,815,620. At October 31, 1994, net unrealized depreciation for
              all securities based on tax cost was $894,561. This consisted of aggregate gross unrealized appreciation for
              all securities in which there was an excess of market value over tax cost of $25,164 and aggregate gross
              unrealized depreciation for all securities in which there was an excess tax cost over market value of $919,725.
        (b)   All of the securities held have been determined to be of appropriate credit quality as required by the Fund's
              investment objectives. Credit ratings shown are assigned by either Standard & Poor's Ratings Group, Moody's
              Investors Service, Inc. or Fitch Investors Service, Inc. Unrated securities (NR) have been determined to be of
              comparable quality to rated eligible securities.
        (c)   Bond is insured by one of these companies: AMBAC, FGIC, or MBIA.
          *   Floating rate and monthly, weekly, or daily demand notes are securities whose yields vary with a designated
              market index or market rate, such as the coupon-equivalent of the Treasury bill rate. Variable rate demand
              notes are securities whose yields are periodically reset at levels that are generally comparable to tax-exempt
              commercial paper. These securities are payable on demand within seven calendar days and normally incorporate an
              irrevocable letter of credit or line of credit from a major bank. These notes are carried, for purposes of
              calculating average weighted maturity, at the longer of the period remaining until the next rate change or to
              the extent of the demand period.
         **   ETM: Bonds bearing the description ETM (escrowed to maturity) are collateralized by U.S. Treasury securities
              which are held in escrow by a trustee and used to pay principal and interest on bonds so designated.
        ***   Prerefunded: Bonds which are prerefunded are collateralized by U.S. Treasury Securities which are held in
              escrow and are used to pay principal and interest on tax-exempt issue and to retire the bonds in full at the
              earliest refunding date.
       ****   Crossover  refunded: Bonds which are crossover refunded are  secured by an escrow of securities which is used to
              pay  principal on the tax exempt  issue and retire the bonds  in full at the earliest  refunding date, except in
              the case of default by the issuer or inadequacy in the escrow account.
              
</TABLE>

     The accompanying notes are an integral part of these financial statements.


<PAGE>



                                                      FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------

<TABLE>
- ---------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- ---------------------------------------------------------------------------
October 31, 1994
- ---------------------------------------------------------------------------

<S>                                                  <C>        <C>
OCTOBER 31, 1994
ASSETS
Investments, at market (identified
   cost $63,815,620) (Note A) . . . . . . . .                   $62,921,059
                                                                      
Cash  . . . . . . . . . . . . . . . . . . . .                       233,775
Receivables:
   Interest . . . . . . . . . . . . . . . . .                     1,340,586
   Fund shares sold . . . . . . . . . . . . .                     3,331,413
   Due from Adviser (Note C)  . . . . . . . .                       124,328
Deferred organization expenses (Note A) . . .                        35,425
                                                                -----------
   Total assets . . . . . . . . . . . . . . .                    67,986,586
LIABILITIES
Payables:
   Dividends  . . . . . . . . . . . . . . . .        $112,279
   Fund shares redeemed . . . . . . . . . . .         124,297
   Organization fees  . . . . . . . . . . . .          41,258
   Other accrued expenses (Note C)  . . . . .         120,250
                                                     --------
   Total liabilities  . . . . . . . . . . . .                       398,084
                                                                -----------
Net assets, at market value . . . . . . . . .                   $67,588,502
                                                                ===========
                                                                      
NET ASSETS
Net assets consist of:
   Unrealized depreciation on investments . .                     $(894,561)
   Accumulated net realized loss  . . . . . .                       (46,497)
   Shares of beneficial interest  . . . . . .                        57,930
   Additional paid-in capital   . . . . . . .                    68,471,630
                                                                 ----------   
Net assets, at market value . . . . . . . . .                   $67,588,502
                                                                ===========
                                                                  
NET ASSET VALUE, offering and redemption
   price per share ($67,588,502/5,792,967
   outstanding shares of beneficial
   interest, $.01 par value, value,
   unlimited number of shares authorized) . .                        $11.67
                                                                     ======
</TABLE>





   The accompanying notes are an integral part of these financial statements.

<PAGE>
SCUDDER LIMITED TERM TAX FREE FUND
- --------------------------------------------------------------------------------

<TABLE>

- -------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- -------------------------------------------------------------------------------------------
FOR THE PERIOD FEBRUARY 15, 1994
(COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1994
- -------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>
INVESTMENT INCOME                                                               
Interest  . . . . . . . . . . . . . . . . . . . . . . . . .                     $ 1,237,032
                                                                   
Expenses:
Management fee (Note C) . . . . . . . . . . . . . . . . . .        $      --
Services to shareholders (Note C) . . . . . . . . . . . . .            8,743
Accounting fees (Note C)  . . . . . . . . . . . . . . . . .               --
Trustees' fees (Note C) . . . . . . . . . . . . . . . . . .           28,489
Custodian fees  . . . . . . . . . . . . . . . . . . . . . .           10,754
Auditing  . . . . . . . . . . . . . . . . . . . . . . . . .           21,600
Reports to shareholders . . . . . . . . . . . . . . . . . .           17,682
Federal and state  registration . . . . . . . . . . . . . .           22,797
Legal . . . . . . . . . . . . . . . . . . . . . . . . . . .            2,601
Amortization of organization expense (Note A) . . . . . . .            5,833
Other . . . . . . . . . . . . . . . . . . . . . . . . . . .            5,829
                                                                   ---------    
Total Expenses before reimbursement from Adviser  . . . . .          124,328
Reimbursement of expenses from Adviser (Note C) . . . . . .         (124,328)
                                                                   --------- 
Expenses, net . . . . . . . . . . . . . . . . . . . . . . .                              --
                                                                                -----------
Net investment income . . . . . . . . . . . . . . . . . . .                       1,237,032
                                                                                -----------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS
Net realized loss from investments  . . . . . . . . . . . .                         (46,497)
Net unrealized depreciation on investments during
   the period   . . . . . . . . . . . . . . . . . . . . . .                        (894,561)
                                                                                -----------
Net loss on investments . . . . . . . . . . . . . . . . . .                        (941,058)
                                                                                -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  . . .                     $   295,974
                                                                                ===========
</TABLE>





   The accompanying notes are an integral part of these financial statements.

<PAGE>
                                                            FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                             FOR THE PERIOD
                                                            FEBRUARY 15, 1994
                                                            (COMMENCEMENT OF
                                                             OPERATIONS) TO
INCREASE (DECREASE) IN NET ASSETS                           OCTOBER 31, 1994
- ----------------------------------------------------------------------------
<S>                                                             <C>
Operations:
Net investment income . . . . . . . . . . . . . . . . . . .     $ 1,237,032
Net realized loss on investments  . . . . . . . . . . . . .         (46,497)
Net unrealized depreciation on investments
      during the period . . . . . . . . . . . . . . . . . .        (894,561)
                                                                -----------
Net increase in net assets resulting from operations  . . .         295,974
                                                                -----------
Distributions to shareholders from net investment income
   ($.38 per share)   . . . . . . . . . . . . . . . . . . .      (1,237,032)
                                                                -----------
Fund share transactions:
Proceeds from shares sold . . . . . . . . . . . . . . . . .      87,372,265
Net asset value of shares issued to shareholders in
   reinvestment of distributions  . . . . . . . . . . . . .         736,692
Cost of shares redeemed   . . . . . . . . . . . . . . . . .     (19,580,597)
                                                                -----------
Net increase in net assets from Fund share transactions . .      68,528,360
                                                                -----------
INCREASE IN NET ASSETS  . . . . . . . . . . . . . . . . . .      67,587,302
Net assets at beginning of period . . . . . . . . . . . . .           1,200
                                                                -----------
NET ASSETS AT END OF PERIOD  .  . . . . . . . . . . . . . .     $67,588,502
                                                                ===========
                                                                      
OTHER INFORMATION
INCREASE IN FUND SHARES
Shares outstanding at beginning of period . . . . . . . . .             100
                                                                -----------
Shares sold . . . . . . . . . . . . . . . . . . . . . . . .       7,388,931
Shares issued to shareholders in
   reinvestment of distributions  . . . . . . . . . . . . .          62,407
Shares redeemed   . . . . . . . . . . . . . . . . . . . . .      (1,658,471)
                                                                -----------
Net increase in Fund shares . . . . . . . . . . . . . . . .       5,792,867
                                                                -----------               
Shares outstanding at end of period . . . . . . . . . . . .       5,792,967
                                                                ===========




<FN>
The accompanying notes are an integral part of the financial statements.

               
</TABLE>






<PAGE>

SCUDDER LIMITED TERM TAX FREE FUND
FINANCIAL HIGHLIGHTS
<TABLE>
- ----------------------------------------------------------------------------------
THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE
PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS.

<CAPTION>
                                                                                             For the Period
                                                                                           February 15, 1994
                                                                                             (commencement
                                                                                             of operations)
                                                                                          to October 31, 1994
                                                                                         -------------------
<S>                                                                                            <C>
Net asset value, beginning of period  . . . . . . . . . . . . . . . . . . . . . . . .          $12.00
                                                                                               ------
Income from investment operations:
 Net investment income (a)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             .38
 Net realized and unrealized loss on investments  . . . . . . . . . . . . . . . . . .            (.33)
                                                                                               ------
 Total from investment operations   . . . . . . . . . . . . . . . . . . . . . . . . .             .05
                                                                                               ------
 Less distributions from net investment income  . . . . . . . . . . . . . . . . . . .            (.38)
                                                                                               ------
Net asset value, end of period  . . . . . . . . . . . . . . . . . . . . . . . . . . .          $11.67
                                                                                               ======
TOTAL RETURN (%)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             .44**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions)  . . . . . . . . . . . . . . . . . . . . . . .              68
Ratio of operating expenses, net to average daily net assets (%) (a)  . . . . . . . .              --
Ratio of net investment income to average daily net assets (%)  . . . . . . . . . . .            4.84*
Portfolio turnover rate (%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            36.3*
(a) Reflects a per share amount of expenses, exclusive of management fees,
     reimbursed by the Adviser of . . . . . . . . . . . . . . . . . . . . . . . . . .          $  .04
   Reflects a per share amount of management fee and other fees not imposed by the 
     Adviser of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $  .06
   Operating expense ratio including expenses reimbursed, management fee and
     other expenses not imposed (%) . . . . . . . . . . . . . . . . . . . . . . . . .            1.29*
<FN>
*   Annualized
**  Not annualized
</TABLE>





<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------------------------------------  
Scudder Limited Term Tax Free Fund (the "Fund") is a diversified series of 
Scudder Tax Free Trust, a Massachusetts business trust (the "Trust"), which
is registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company. There are currently two series in the
Trust. The policies described below are followed by the Fund in the preparation
of its financial statements in conformity with generally accepted accounting
principles.

SECURITY VALUATION. Portfolio debt securities with remaining maturities 
greater than sixty days are valued by pricing agents approved by the Officers
of the Fund, which quotations reflect broker/dealer-supplied valuations and
electronic data processing techniques. If the pricing agents are unable to
provide such quotations, the most recent bid quotation supplied by a bona fide
market maker shall be used. Short-term investments having a maturity of sixty
days or less are valued at amortized cost. All other debt securities are
valued at their fair value as determined in good faith by the Valuation
Committee of the Trustees.

AMORTIZATION AND ACCRETION. All premiums and original issue discounts are 
amortized/accreted for both tax and financial reporting purposes.

FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of 
the Internal Revenue Code which are applicable to regulated investment 
companies and to distribute all of its taxable and tax-exempt income to its 
shareholders. The Fund accordingly paid no federal income taxes and no 
provision for federal income taxes was required.

At October 31, 1994, the Fund had a net tax basis capital loss carryforward of 
approximately $46,000, which may be applied against any realized net taxable 
capital gains of each succeeding year until fully utilized or until 
October 31, 2002, whichever occurs first.

<PAGE>
SCUDDER LIMITED TERM TAX FREE FUND
- --------------------------------------------------------------------------------

DISTRIBUTION OF INCOME AND GAINS. All of the net investment income of the Fund
is declared as a dividend to shareholders of record as of the close of business
each day and is paid to shareholders monthly. During any particular year, net
realized gains from investment transactions, in excess of available capital
loss carryforwards, would be taxable to the Fund if not distributed and, there-
fore, will be distributed to shareholders. An additional distribution may be
made to the extent necessary to avoid the payment of a four percent federal
excise tax.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax
regulations which may differ from generally accepted accounting principles. As
a result, net investment income (loss) and net realized gain (loss) on
investment transactions for a reporting period may differ significantly from
distributions during such period. Accordingly, the Fund may periodically make
reclassifications among certain of its capital accounts without impacting the
net asset value of the Fund.

The Fund uses the specific identification method for determining realized gain
or loss on investments for both financial and federal income tax reporting
purposes.

ORGANIZATION COST. Costs incurred by the Fund in connection with its
organization and initial registration of shares have been deferred and are
being amortized on a straight-line basis over a five-year period.  

OTHER. Investment transactions are accounted for on a trade date basis.
Distributions of net realized gains to shareholders are re- corded on the
ex-dividend date. Interest income is accrued pro rata to the earlier of call or
maturity date.

B. PURCHASES AND SALES OF SECURITIES
- --------------------------------------------------------------------------------
For the period February 15, 1994 (commencement of operations) to October 31,
1994, purchases and sales of investments (excluding short-term) aggregated
$70,213,991 and $9,021,583, respectively.

<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Fund agrees to pay the Adviser a fee
equal to an annual rate of 0.60% of the Fund's average daily net assets,
computed and accrued daily and payable monthly. As manager of the assets of
the Fund, the Adviser directs the investments of the Fund in accordance with
its investment objectives, policies, and restrictions. The Adviser determines
the securities, instruments, and other contracts relating to investments to
be purchased, sold or entered into by the Fund. In addition to portfolio
management services, the Adviser provides certain administrative services in
accordance with the Agreement. The Agreement also provides that if the Fund's
expenses, exclusive of taxes, interest, and extraordinary expenses, exceed
specified limits, such excess, up to the amount of the management fee, will be
paid by the Adviser.  The Adviser has agreed not to impose all of its
management fee and to maintain the annualized expenses of the Fund at not more
than 0.0% of average daily net assets until February 28, 1995. For the period
February 15, 1994 (commencement of operations) to October 31, 1994, the
Adviser did not impose its fee amounting to $152,675. Further, due to the
limitation of such Agreement, the Adviser's reimbursement payable for the
period February 15, 1994 (commencement of operations) to October 31, 1994
amounted to $124,328.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
For the period February 15, 1994 (commencement of operations) to October 31,
1994, SSC did not impose its fee amounting to $27,525.

Scudder Fund Accounting Corporation ("SFAC"), a wholly-owned subsidiary of the
Adviser, is responsible for determining the daily net asset value per share and
maintaining the portfolio and general accounting records of the Fund. For the
period February 15, 1994 (commencement of operations) to October 31, 1994,
SFAC did not impose its fee amounting to $25,393.

The Fund pays each Trustee not affiliated with the Adviser $4,000 annually      
plus specified amounts for attended board and committee meetings. For the
period February 15, 1994 (commencement of operations) to October 31, 1994,
Trustees' fees aggregated $28,489.

<PAGE>
SCUDDER LIMITED TERM TAX FREE FUND
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE TRUSTEES OF SCUDDER TAX FREE TRUST AND TO THE SHAREHOLDERS
OF SCUDDER LIMITED TERM TAX FREE FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Limited Term Tax Free Fund, including the investment portfolio, as of
October 31, 1994, and the related statements of operations and changes in net
assets, and the financial highlights for the period February 15, 1994
(commencement of operations) to October 31, 1994. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing   
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of
October 31, 1994, by correspondence with the custodian. An audit also includes
assessing the  accounting principles used and significant estimates made by
management, as  well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to   
above present  fairly, in all material respects, the financial position of
Scudder Limited  Term Tax Free Fund as of October 31, 1994, the results of its
operations, the changes in its net assets, and the financial highlights for
the period  February 15, 1994 (commencement of operations) to October 31, 1994
in conformity with generally accepted accounting principles.

Boston, Massachusetts                    COOPERS & LYBRAND L.L.P.
December 7, 1994

<PAGE>
                                                                 TAX INFORMATION
- --------------------------------------------------------------------------------

Of the dividends paid by the Scudder Limited Term Tax Free Fund from net
investment income for the taxable year ended October 31, 1994, 100% constituted
exempt interest dividends for regular federal income tax purposes.  

Please consult a tax adviser if you have any questions about federal or state 
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Service
Representative at 1-800-225-5163.
<PAGE>

TAX INFORMATION

Of the dividends paid by the Scudder Limited Term Tax Free Fund from net
investment income for the taxable year ended October 31, 1994, 100%
constituted exempt interest dividends for regular federal income tax
purposes.

Please consult a tax adviser if you have any questions about federal or
state income tax laws, or on how to prepare your tax returns. If you have
specific questions about your Scudder Fund account, please call a Scudder
Service Representative at 1-800-225-5163.


OFFICERS AND TRUSTEES

David S. Lee*
     President and Trustee

Dawn-Marie Driscoll
     Trustee; Attorney and Corporate Director

Peter B. Freeman
     Trustee; Corporate Director and Trustee

Wesley W. Marple, Jr.
     Trustee; Professor of Business Administration, Northeastern University

Juris Padegs*
     Trustee

Jean C. Tempel
     Trustee; Director and Executive Vice President, Safeguard Scientifics,
     Inc.

Donald C. Carleton*
     Vice President

Jerard K. Hartman*
     Vice President

Thomas W. Joseph*
     Vice President

Thomas F. McDonough*
     Vice President and Secretary

Pamela A. McGrath*
     Vice President and Treasurer

Edward J. O'Connell*
     Vice President and Assistant Treasurer

Coleen Downs Dinneen*
     Assistant Secretary

*Scudder, Stevens & Clark, Inc.


INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

Money market
     Scudder Cash Investment Trust
     Scudder U.S. Treasury Money Fund
Tax free money market+
     Scudder Tax Free Money Fund
     Scudder California Tax Free Money Fund*
     Scudder New York Tax Free Money Fund*
Tax free+
     Scudder California Tax Free Fund*
     Scudder High Yield Tax Free Fund
     Scudder Limited Term Tax Free Fund
     Scudder Managed Municipal Bonds
     Scudder Massachusetts Limited Term Tax Free Fund*
     Scudder Massachusetts Tax Free Fund*
     Scudder Medium Term Tax Free Fund
     Scudder New York Tax Free Fund*
     Scudder Ohio Tax Free Fund*
     Scudder Pennsylvania Tax Free Fund*
Growth and Income
     Scudder Balanced Fund
     Scudder Growth and Income Fund
Income
     Scudder Emerging Markets Income Fund
     Scudder GNMA Fund
     Scudder Income Fund
     Scudder International Bond Fund
     Scudder Short Term Bond Fund
     Scudder Short Term Global Income Fund
     Scudder Zero Coupon 2000 Fund
Growth
     Scudder Capital Growth Fund
     Scudder Development Fund
     Scudder Global Fund
     Scudder Global Small Company Fund
     Scudder Gold Fund
     Scudder Greater Europe Growth Fund
     Scudder International Fund
     Scudder Latin America Fund
     Scudder Pacific Opportunities Fund
     Scudder Quality Growth Fund
     Scudder Value Fund
     The Japan Fund

Retirement Plans and Tax-Advantaged Investments
     IRAs
     Keogh Plans
     Scudder Horizon Plan+++* (a variable annuity)
     401(k) Plans
     403(b) Plans
     SEP-IRAs
     Profit Sharing and Money Purchase Pension Plans

Closed-end Funds#
     The Argentina Fund, Inc.
     The Brazil Fund, Inc.
     The First Iberian Fund, Inc.
     The Korea Fund, Inc.
     The Latin America Dollar Income Fund, Inc.
     Montgomery Street Income Securities, Inc.
     Scudder New Asia Fund, Inc.
     Scudder New Europe Fund, Inc.
     Scudder World Income Opportunities Fund, Inc.

Institutional Cash Management
     Scudder Institutional Fund, Inc.
     Scudder Fund, Inc.
     Scudder Treasurers Trust(tm)++

     For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +A portion of the income from
the tax-free funds may be subject to federal, state and local taxes. *Not
available in all states. +++A no-load variable annuity contract provided by
Charter National Life Insurance Company and its affiliate, offered by
Scudder's insurance agencies, 1-800-225-2470. #These funds, advised by
Scudder, Stevens & Clark, Inc., are traded on various stock exchanges.
++For information on Scudder Treasurers Trust(tm), an institutional cash
management service that utilizes certain portfolios of Scudder Fund, Inc.
($100,000 minimum), call: 1-800-541-7703.


HOW TO CONTACT SCUDDER

Account Service and Information

     For existing account service and transactions
     
          SCUDDER SERVICE CORPORATION
          1-800-225-5163
     
     For account updates, prices, yields, exchanges and redemptions
     
          SCUDDER AUTOMATED INFORMATION LINE (SAIL)
          1-800-343-2890
     
Investment Information

     To receive information about the Scudder funds, for additional
     applications and prospectuses, or for investment questions
     
          SCUDDER INVESTOR INFORMATION
          1-800-225-2470
     
     For establishing Keogh, 401(k) and 403(b) plans
     
          SCUDDER GROUP RETIREMENT SERVICES
          1-800-323-6105
     
Please address all correspondence to

          THE SCUDDER FUNDS
          P.O. BOX 2291
          BOSTON, MASSACHUSETTS
          02107-2291
     
Or stop by a Scudder Funds Center

     Many shareholders enjoy the personal, one-on-one service of the
     Scudder Funds Centers. Check for a Funds Center near you--they can be
     found in the following cities:
     
          Boca Raton
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
          San Diego
          San Francisco
          Scottsdale
          
For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and trusts
which utilizes certain portfolios of Scudder Fund, Inc.* ($100,000
minimum), call: 1-800-541-7703.

For information on Scudder Institutional Funds,* funds designed to meet the
broad investment management and service needs of banks and other
institutions, call: 1-800-854-8525.

     Scudder Investor Information and Scudder Funds Centers are services
     provided through Scudder Investor Services, Inc., Distributor.

*    Contact Scudder Investor Services, Inc., Distributor, to receive a
     prospectus with more complete information, including management fees
     and expenses. Please read it carefully before you invest or send
     money.


Celebrating 75 Years of Serving Investors    

     This year marks the 75th anniversary of the founding of Scudder,
Stevens & Clark, Inc., investment adviser for the Scudder Funds.
Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder was the first independent investment counsel firm in the
United States. Since its birth, Scudder's pioneering spirit and commitment
to professional long-term investment management have helped shape the
investment industry. In 1928, we introduced the nation's first no-load
mutual fund. Today we offer 36 pure no load(tm) funds, including the first
international mutual fund offered to U.S. investors.

     Over the years, Scudder's global investment perspective and dedication
to research and fundamental investment disciplines have helped Scudder
become one of the largest and most respected investment managers in the
world. Though times have changed since our beginnings, we remain committed
to our longstanding principles: managing money with integrity and
distinction, keeping the interests of our clients first; providing access
to investments and markets that may not be easily available to individuals;
and making investing as simple and convenient as possible through friendly,
comprehensive service.


This information must be preceded or accompanied by a current prospectus.



Portfolio changes should not be considered recommendations for action by
individual investors.



Scudder Medium Term Tax Free Fund
Annual Report
December 31, 1994



*    A fund that seeks to provide a high level of tax-free income and
     limited principal fluctuation by investing in high-grade municipal
     securities of intermediate maturity.

*    A pure no-load(tm) fund with no commissions to buy, sell, or exchange
     shares.

SCUDDER MEDIUM TERM TAX FREE FUND

CONTENTS


2    Highlights
3    Letter from the Fund's President
4    Performance Update
5    Portfolio Summary
6    Portfolio Management Discussion
10   Investment Portfolio
21   Financial Statements
24   Financial Highlights
25   Notes to Financial Statements
28   Report of Independent Accountants
29   Tax Information
29   Officers and Trustees
30   Investment Products and Services
31   How to Contact Scudder




HIGHLIGHTS



*    Reflecting steadily rising interest rates, the federally tax-free
     30-day net annualized yield of Scudder Medium Term Tax Free Fund
     increased to 5.29% on December 31, 1994, from 4.46% on December 31,
     1993.

(BAR CHART TITLE)
The Fund's 30-Day Yield and Taxable Equivalent Yields on December 31, 1994
(Chart Data)
<TABLE>
<S>                                               <C>
Tax-Free Yield                                    5.29%
Taxable-Equivalent Yield at 36% Tax Bracket       8.27%
Taxable-Equivalent Yield at 39.6% Tax Bracket     8.76%
</TABLE>


*    For investors in the top federal tax brackets of 39.6% and 36%, the
     Fund's 5.29% tax-free yield as of December 31, 1994, was equivalent to
     an 8.76% and 8.27% taxable yield, respectively.


*    Following 10 consecutive years of positive performance, the Fund's
     total return for 1994 was -3.50%, during a year of negative returns
     for most fixed-income investments.

*    Worthy of mention, over the one-, two-, three-, four-, and five-year
     periods through December 31, 1994, the Fund outpaced its peer group
     average, according to Lipper Analytical Services.



LETTER FROM THE FUND'S PRESIDENT


Dear Shareholders,


     In 1994, United States bonds posted their worst returns in over sixty
years. Bond investors faced a number of obstacles during the year. Chief
among them was a nagging fear of inflation due to a strong economy and a
weak dollar, which spurred the Federal Reserve to hike short-term rates
repeatedly and caused rates to rise significantly on longer-term
investments as well. Other market hurdles included political and economic
uncertainties in many regions of the world, including municipal bankruptcy
in Orange County, California, and Mexico's peso devaluation crisis.

     After such a year, it's fair to ask where municipal bond funds go from
here. While we will probably not see the double-digit returns of the early
1990s for some time, we believe this year will bring greater stability to
the bond market as well as the opportunity to earn solid income returns.
Fortunately, despite strong economic growth, inflation has remained
relatively quiescent. Continued low inflation should favor bondholders by
taking much of the pressure off of the Fed to raise interest rates in the
future.

     But current global economic trends will also bring occasional episodes
of difficult adjustment for the financial markets. At times like these, it
is essential to have a sound investment plan in place that can weather
market storms. For many investors, such a plan includes current income free
from state and/or federal taxes, in addition to the traditional benefits of
mutual funds--diversification, liquidity, dividend reinvestment, and
professional anagement.

     If you have questions about your Scudder Fund, please call Scudder
Investor Relations at 1-800-225-2470. Page 31 provides more information on
how to contact Scudder. Thank you for choosing Scudder Medium Term Tax Free
Fund to help meet your investing needs.

Sincerely,


/s/David S. Lee

David S. Lee
President,
Scudder Medium Term Tax Free Fund

<PAGE>

PORTFOLIO MANAGEMENT DISCUSSION

Dear Shareholders,

     During a difficult period for bond investors, Scudder Medium Term Tax
Free Fund posted a -3.50% total return for its fiscal year ended December
31, 1994. By comparison, the total return of the unmanaged Lehman Brothers
Municipal Bond Index (comprised of long-term, investment-grade bonds) was
- -5.17%. The Fund's total return includes price change and reinvested income
distributions. Consistent with the weakness in the overall municipal
market, the Fund's share price fell to $10.39 at year end, from $11.36 on
December 31, 1993. Offsetting this decline somewhat, the Fund distributed
per share $0.53 in income and $0.05 in capital gain distributions to
shareholders. Reflecting the year's rise in interest rates, Scudder Medium
Term Tax Free Fund provided a 30-day net annualized yield of 5.29% as of
December 31, 1994, versus 4.46% at the close of 1993. For investors in the
36% federal income tax bracket, the Fund's yield was equivalent to an 8.27%
taxable yield.

     Though Scudder Medium Term Tax Free Fund's recent performance is well
below returns you have enjoyed in the past, the Fund outpaced the average
performance of similar funds for the one-, two-, three-, four-, and
five-year periods ended December 31, 1994, as compiled by Lipper Analytical
Services. Please turn to the Performance Update on page 4 for more
information on the Fund's long-term progress, including comparisons to the
Lehman Brothers Municipal Bond Index.

(Chart Title)
Scudder Medium Term Tax Free Fund's Average Annual Return Versus That of
All Intermediate-Maturity Municipal Bond Funds (Returns for periods ended
December 31, 1994)
<TABLE>
<S>       <C>                 <C>          <C>
 Period   Scudder Medium Term    Lipper    Number of Funds
             Tax Free Fund      Average        Tracked
 1 year         -3.50%           -3.53%           82
 2 years         3.47             3.28            49
 3 years         5.26             4.72            34
 4 years         6.94             6.07            31
 5 years         6.81             6.17            29
10 years         6.95             7.53            9
Source: Lipper Analytical Services, Inc. Lipper is an independent analyst
of investment performance. Performance is historical and is not indicative
of future results.
</TABLE>


Mixed Market Influences

     For municipal bond investors, the market environment in 1994 was
overlaid with a mix of favorable and unfavorable developments. The
favorable news came in two forms: higher income from tax-free investments
and a shrinking supply of bonds. While the 1993 municipal market featured
declining interest rates and a heavy supply of bonds due to a record number
of refinancings, last year's market saw a significant reduction in
refinancing activity due to rising rates. New-issue volume dropped from
$292 billion in 1993 to $163 billion in 1994 -- a 44% decrease. The low
relative supply of new issues helped support municipal bond prices in an
otherwise challenging year. We expect 1995's supply to be even lower than
last year's, some $135 billion, which should also help bolster prices.

     On the unfavorable list of developments was the Orange County,
California, financial crisis, which occurred after the county's investment
fund sustained significant losses. In short, the Orange County investment
fund managers borrowed heavily in recent years to purchase bonds on the
belief that long-term interest rates would continue to decline _ even
during 1994, when rates were on the rise. We are pleased to report that the
Orange County crisis had no negative impact on the Fund other than
temporarily pushing down the prices of all California municipal bonds in
general.

(BAR CHART TITLE)   Supply of New Municipal Issues (in billions)
<TABLE>
<S>       <C>
1993      $292
1994      $163
1995      $135*
*Estimated
</TABLE>


     Another challenge for the municipal market in 1994 was the impact of a
recent tax law provision that caused municipal bond funds to owe income
taxes on certain bonds purchased at prices below par (or face value).
Municipal bonds priced at par or at a discount to par have since become
less attractive to tax-wary investors. On the other hand, bonds priced at a
premium are now more attractive to many investors than they were
previously. We are currently working to keep the provision's impact on
Scudder's tax-free portfolios to a minimum.

Portfolio Strategy Review

     In conjunction with the Fund's primary goals of maximizing the Fund's
yield while maintaining as much price stability as possible, we continue to
purchase high-grade intermediate-term municipal bonds. During the course of
1994, however, we shortened Scudder Medium Term Tax Free Fund's average
maturity from 7.4 years to 6.9 years to help reduce the Fund's sensitivity
to rising interest rates. Moreover, we plan to de-emphasize bonds with
maturities in the three- to seven-year range during the coming months. If
interest rates do rise further in 1995, these bonds will be impacted most
strongly. Instead, we will focus on bonds within the Fund's maturity
parameters that are both shorter and longer than this three- to seven-year
range and offer attractive yields along with the potential for some price
appreciation.

     During the year we maintained the Fund's emphasis on noncallable
bonds, which provide a dependable income stream since their issuers cannot
redeem them before their maturity dates. On December 31, 1994,
approximately 82% of the bonds in the Fund's portfolio were noncallable. In
the current environment of rising rates, we continue to rely on
call-protected bonds for their more stable characteristics, and because at
present we believe they represent good value.

     Diversification among our holdings remains an important strategy for
Scudder Medium Term Tax Free Fund, because it allows us to spread the
portfolio's risk over a large number of geographic areas, bond sectors, and
maturities. The Fund held securities issued in 40 states, as well as the
District of Columbia and the Virgin Islands, as of December 31, 1994. In
addition, Fund assets were distributed among general obligation bonds,
electric utility revenue bonds, hospital/healthcare bonds, and several
other sectors. And portfolio quality remains high, with approximately 72%
of Fund assets rated AAA, AA, or the equivalent. In fact, the Fund does not
purchase any bonds rated below investment grade. Securities are rated by
Standard & Poor's, Moody's Investors Service, Fitch Investors Service, or
assigned an equivalent rating by Scudder. The Portfolio Summary on page 5
provides more information about the Fund's holdings, including quality,
maturity, and sector representation.

Outlook for 1995

     We believe a combination of continued economic growth and restrained
inflation will characterize 1995. Even so, the Federal Reserve will be
watching carefully for economic statistics that carry additional
inflationary warning signs. At this writing, the Fed seems prepared to hike
short-term interest rates one or two more times in 1995 as needed.
Additional Fed actions increase the likelihood that economic growth will be
subdued as early as 1996 -- a scenario that historically has boded well for
municipal bonds.

     In this environment, we will continue to search for value and purchase
select noncallable bonds as opportunities present themselves. We will also
maintain a moderate cash position until we are confident that interest
rates have stabilized. At that point we will consider lengthening our
average maturity to take advantage of higher available yields as well as
any potential price appreciation that may result from a decline in rates.
As always, we remain committed to seeking high relative tax-free income and
share-price stability with an emphasis on quality investments.

Sincerely,

Your Portfolio Management Team

/s/Donald C. Carleton    /s/M. Ashton Patton
Donald C. Carleton       M. Ashton Patton

Scudder Medium Term Tax Free Fund:
A Team Approach to Investing

     Scudder Medium Term Tax Free Fund is managed by a team of Scudder
investment professionals who each play an important role in the Fund's
management process. Team members work closely together to develop
investment strategies and select securities for the Fund's portfolio. They
are supported by Scudder's large staff of economists, research analysts,
traders, and other investment specialists who work in our offices across
the United States and abroad. We believe our team approach benefits Fund
investors by bringing together many disciplines and leveraging Scudder's
extensive resources.

     Lead Portfolio Manager Donald C. Carleton has had responsibility for
Scudder Medium Term Tax Free Fund's day-to-day operations since he joined
Scudder in 1983. Don, who has worked in the investment industry for more
than 25 years, also serves as Lead Portfolio Manager for Scudder Managed
Municipal Bonds and as a Portfolio Manager of Scudder California and New
York Tax Free Funds and Scudder Tax Free Money Fund. M. Ashton Patton,
Portfolio Manager, became a member of the team in 1989. Ashton, who has
worked with municipal investments since joining Scudder in 1986, focuses on
the Fund's security selection.

<PAGE>

<TABLE>
SCUDDER MEDIUM TERM TAX FREE FUND
INVESTMENT PORTFOLIO as of December 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                       Unaudited
                                                                                                 -----------------------
                                                                                      Principal          Credit          Market
                                                                                      Amount ($)       Rating (e)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                           <C>                 <C>          <C>    
1.3%                          SHORT-TERM MUNICIPAL INVESTMENTS
                        -----------------------------------------------------------------------------------------------------------

CALIFORNIA              Southern California Public Power Authority, Power
                          Project, Revenue Refunding, Palo Verde, Daily
                          Demand Note, 3.50%, 7/1/12 (b)* . . . . . . . . . . .        6,000,000          AAA           6,000,000
TEXAS                   North Central Texas Health Facilities Development Corp.
                          Methodist Hospital of Dallas, Daily Demand
                          Note, 5.85%, 10/1/15 (b)* . . . . . . . . . . . . . .        2,300,000          A1            2,300,000
WASHINGTON              Washington Health Care Facilities Authority, Sisters of
                          Providence, Series 1985 E, Variable Rate Demand
                          Note, 6%, 10/1/05 * . . . . . . . . . . . . . . . . .          500,000          A1+             500,000
                                                                                                                   --------------
                        TOTAL SHORT-TERM MUNICIPAL INVESTMENTS
                          (Cost $8,800,000) . . . . . . . . . . . . . . . . . .                                         8,800,000
                                                                                                                   --------------
98.7%                         LONG-TERM MUNICIPAL INVESTMENTS
                           --------------------------------------------------------------------------------------------------------

ALABAMA                 University of South Alabama, Hospital and Auxiliary
                          Revenue, 4.875%, 5/15/04 (b)  . . . . . . . . . . . .        6,680,000          AAA           5,956,510
ALASKA                  North Slope Borough, AK, General Obligation:
                          Refunding, Series G, 7.5%, 6/30/97 (b)  . . . . . . .        2,350,000          AAA           2,457,160
                          Series A, Zero Coupon, 6/30/02 (b)  . . . . . . . . .        5,000,000          AAA           3,168,050
                          Series A, Zero Coupon, 6/30/03 (b)  . . . . . . . . .        7,000,000          AAA           4,139,100
                          Series I, Refunding, 6.55%, 6/30/95 (b) . . . . . . .        2,000,000          AAA           2,018,540
                          Series I, Zero Coupon, 6/30/96 (b)  . . . . . . . . .        2,800,000          AAA           2,581,124
                          Series I, 6.6%, 6/30/96 (b) . . . . . . . . . . . . .        4,000,000          AAA           4,069,280
                          Zero coupon, 6/30/04, Capital Guaranty Insured  . . .       19,500,000          AAA          10,700,235
ARIZONA                 Arizona Health Facilities Authority, Phoenix Baptist
                          Hospital and Medical Center, 6.1%, 9/1/03 (b) . . . .        2,000,000          AAA           2,018,540
                        Maricopa County, AZ, School District #28,
                          Kyrene Elementary, Series B, Zero Coupon:
                           7/1/02 (b) . . . . . . . . . . . . . . . . . . . . .        3,350,000          AAA           2,133,079
                           1/1/03 (b) . . . . . . . . . . . . . . . . . . . . .        5,750,000          AAA           3,525,268
                           7/1/03 (b) . . . . . . . . . . . . . . . . . . . . .        6,000,000          AAA           3,567,720
                        Maricopa County, AZ, Unified School District #41:
                          Capital Appreciation Bond, Zero Coupon:
                           7/1/03 (b) . . . . . . . . . . . . . . . . . . . . .        7,000,000          AAA           4,189,920
                           1/1/04 (b) . . . . . . . . . . . . . . . . . . . . .        6,000,000          AAA           3,457,260
                          Zero Coupon:
                           7/1/04 (b) . . . . . . . . . . . . . . . . . . . . .        7,000,000          AAA           3,911,810
</TABLE>


The accompanying notes are an integral part of the financial statements.



<PAGE>

<TABLE>
                                                                                                INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                              Unaudited
                                                                                             ------------
                                                                                  Principal     Credit       Market
                                                                                 Amount ($)   Rating (e)   Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>             <C>       <C>
                            7/1/06 (b)  . . . . . . . . . . . . . . . . . . .    5,605,000      AAA       2,719,098
                        Maricopa County, AZ, Unified School District #97,
                         Deer Valley, Zero Coupon:
                           7/1/02 (b) . . . . . . . . . . . . . . . . . . . .    9,120,000      AAA       5,840,995
                           7/1/05 (b) . . . . . . . . . . . . . . . . . . . .    4,060,000      AAA       2,112,418
ARKANSAS                Arkansas Development Finance Authority,
                         Single-Family Mortgage Revenue, Series 1985 A,
                         8.3%, 2/1/95   . . . . . . . . . . . . . . . . . . .      470,000      AA          470,000
CALIFORNIA              California General Obligation:
                         5.5%, 4/1/07 (b)   . . . . . . . . . . . . . . . . .    3,000,000      AAA       2,787,210
                         8%, 5/1/03 (b)   . . . . . . . . . . . . . . . . . .    8,000,000      AAA       9,058,640
                        California Housing Finance Agency, Multi-Unit Rental                             
                         Housing Revenue, Series A, 7.25%, 8/1/98   . . . . .    2,270,000      A         2,357,872
                        California State Public Works Lease Board Revenue:
                         Del Norte Prison, Series C, 4.75%, 12/1/05 . . . . .    4,750,000      A+        4,040,540
                         Department of Corrections, Del Norte/Imperial,                                    
                           Series C, 4.7%, 12/1/03 (b)  . . . . . . . . . . .    2,000,000      AAA       1,781,580
                        California Statewide Communities Development
                         Authority, Certificate of Participation,
                         Children's Hospital:
                           4.8%, 6/1/04 (b) . . . . . . . . . . . . . . . . .    2,790,000      AAA       2,488,652
                           4.9%, 6/1/05 (b) . . . . . . . . . . . . . . . . .    2,835,000      AAA       2,521,052
                        Los Angeles County, CA, Transportation Sales Tax,
                           Series A, 6.9%, 7/1/21 Prerefunded 7/1/01 (c)  . .    3,000,000      AAA       3,224,700
COLORADO                Colorado Health Facilities Authority, Hospital 
                         Revenue: Rocky Mountain Adventist Healthcare 
                         Project, 6%, 2/1/98  . . . . . . . . . . . . . . . .    3,500,000      BBB       3,406,025
                         Rose Medical Center Project, 8.5%, 11/1/96 (b)   . .      260,000      AAA         274,555
                        Denver, CO, City and County Airport Revenue:
                         8.375%, 8/1/96   . . . . . . . . . . . . . . . . . .    1,455,000      BBB       1,458,667
                         9.75%, 12/1/95   . . . . . . . . . . . . . . . . . .    3,080,000      BBB       3,091,211
                         10.5%, 12/1/00   . . . . . . . . . . . . . . . . . .   21,040,000      BBB      21,127,526
                        Larimer, Weld and Boulder Counties, CO,                                          
                         Thompson School District, General Obligation,
                         No. R2-J, Zero Coupon, 12/15/95 (b)  . . . . . . . .    1,000,000      AAA         953,550
CONNECTICUT             Bristol, CT, Resource Recovery, Ogden Martin System,
                         6.125%, 7/1/03 (f)   . . . . . . . . . . . . . . . .   10,635,000      A        10,270,220
                        Connecticut Development Authority, Airport Facility,
                         Series A, Windsor Locks Hotel, 5.8%, 10/1/97   . . .    7,610,000      AA        7,585,724
DISTRICT OF COLUMBIA    District of Columbia, Certificate of Participation,
                         Series 1993:
                           6%, 1/1/97 . . . . . . . . . . . . . . . . . . . .    3,548,000      BBB       3,512,520
                           6.875%, 9/13/00  . . . . . . . . . . . . . . . . .    2,500,000      BBB       2,461,625
</TABLE>

The accompanying notes are an integral part of the financial statements.


<PAGE>

<TABLE>
SCUDDER MEDIUM TERM TAX FREE FUND
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                               Unaudited
                                                                                               -----------
                                                                                   Principal     Credit       Market
                                                                                   Amount ($)   Rating (e)   Value ($)
- ----------------------------------------------------------------------------------------------------------------------
 <S>                            <C>                                                <C>            <C>        <C>
                                District of Columbia, General Obligation:
                                 5.625%, 6/1/02 (b)   . . . . . . . . . . . . .    8,360,000      AAA        8,033,960
                                 5.8%, 6/1/04   . . . . . . . . . . . . . . . .    6,950,000      AAA        6,648,509
                                 8%, 6/1/05, Prerefunded 6/1/96 (c)   . . . . .    4,000,000      AAA        4,220,040
                                 Refunding, Series 1993 A, 4.85%, 6/1/04 (b). .    2,000,000      AAA        1,729,380
                                 Refunding, Series B, 5.3%, 6/1/05 (b)  . . . .    8,000,000      AAA        7,158,160
                                 Series 1993 A-1, 5.875%, 6/1/05 (b)  . . . . .    3,650,000      AAA        3,481,699
                                 Series 1993 A, 4.95%, 6/1/05 (b)   . . . . . .    3,940,000      AAA        3,383,436
                                 Series B, 9.4%, 6/1/97, Prerefunded 
                                 6/1/95 (c)   . . . . . . . . . . . . . . . . .    3,000,000      AAA        3,118,020
                                 Series B, Zero Coupon, 6/1/01 (b)  . . . . . .    7,100,000      AAA        4,831,408
                                 Series C, 8.9%, 6/1/96   . . . . . . . . . . .    5,505,000      AAA        5,701,363
                                 Series D, 4.7%, 12/1/99 (b)  . . . . . . . . .    8,035,000      AAA        7,466,042
FLORIDA                         Sunrise, FL, Utility System Revenue, Series A1,
                                 7.375%, 10/1/06 (b)  . . . . . . . . . . . . .    2,400,000      AAA        2,498,232
                                Port Everglades Authority, FL, Port Authority
                                 Improvement Bonds, Series A, Zero Coupon,
                                 9/1/01(b)  . . . . . . . . . . . . . . . . . .    4,305,000      AAA        2,940,530
GEORGIA                         Municipal Electric Authority of Georgia,
                                 Power Revenue:                                                            
                                   Series A, 5.1%, 1/1/05(b)  . . . . . . . . .    3,750,000      AAA        3,425,025
                                   Series U, 6.6%, 1/1/01 . . . . . . . . . . .    1,000,000      AA         1,043,130
HAWAII                          Hawaii Airport System Refunding, Series 1993,
                                 5.95%, 7/1/03 (b)  . . . . . . . . . . . . . .    3,750,000      AAA        3,772,313
ILLINOIS                        Alton, IL, Health Facilities Revenue, 
                                 6.7%, 2/15/00  . . . . . . . . . . . . . . . .    2,000,000      AAA        2,067,860
                                Chicago, IL, General Obligation:
                                 6.2%, 1/1/04 (b)   . . . . . . . . . . . . . .    1,110,000      AAA        1,130,668
                                 School Finance Authority:
                                   Series A, 4.9%, 6/1/05 (b) . . . . . . . . .    6,000,000      AAA        5,256,420
                                   Series 1994 A, 4.5%, 6/1/02 (b)  . . . . . .    4,000,000      AAA        3,521,920
                                Illinois Development Finance Authority, 
                                   Refunding Revenue, Commonwealth Edison, 
                                   5.3%, 1/15/04  . . . . . . . . . . . . . . .    5,000,000      BBB        4,471,450
                                Illinois Educational Facilities Authority 
                                 Revenue, Loyola University, Revenue 
                                 Refunding 1991 Series A, Zero Coupon, 
                                 7/1/02 (b)   . . . . . . . . . . . . . . . . .    2,130,000      AAA        1,356,256
                                Illinois Health Facilities Authority,
                                 Elmhurst Memorial Hospital, Series A:
                                   4.85%, 1/1/02 (b)  . . . . . . . . . . . . .    1,185,000      AAA        1,087,676
                                   5.1%, 1/1/04 (b) . . . . . . . . . . . . . .    1,315,000      AAA        1,200,240
                                 Evangelical Hospitals, Series B, 6.1%, 
                                   4/15/01 (b)  . . . . . . . . . . . . . . . .    1,240,000      AAA        1,255,326
                                 Franciscan Sisters Health Care Corporation,
                                   1992 Series C, 5.5%, 9/1/02 (b)  . . . . . .    2,045,000      AAA        1,972,975
                                 Sherman Hospital Project, Revenue Refunding,
                                   6.5%, 8/1/01 (b) . . . . . . . . . . . . . .    1,025,000      AAA        1,058,641

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
                                                                                                              INVESTMENT PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                  Unaudited
                                                                                          --------------------------
                                                                                   Principal        Credit        Market
                                                                                   Amount ($)      Rating (e)    Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                       <C>                 <C>        <C>
                         Sisters Services, Series C:
                           6.1%, 6/1/00 (b). . . . . . . . . . . . . . . . . .     1,500,000          AAA        1,526,130
                           6.2%, 6/1/01 (b). . . . . . . . . . . . . . . . . .     1,900,000          AAA        1,939,102
                           6%, 6/1/99 (b)  . . . . . . . . . . . . . . . . . .     2,500,000          AAA        2,535,575
                           5.875%, 6/1/98 (b)  . . . . . . . . . . . . . . . .     2,400,000          AAA        2,423,832
                        Kane, Cook, and Du Page Counties, IL, School
                         District, General Obligation, 6.75%, 1/1/03 (b) . .       1,000,000          AAA        1,051,630
                        Kendall, Kane and Will Counties, IL, School
                         District, Zero Coupon, 3/1/03 (b) . . . . . . . . .       1,345,000          AAA          816,240
                        Macon and Decatur County, IL, Public Building
                         Commission, Certificate of Participation, General
                         Obligation, 6.3%, 1/1/00 (b)  . . . . . . . . . . .       1,320,000          AAA        1,351,733
                        McHenry County, IL, Conservation District,
                         Zero Coupon, 2/1/99 (b) . . . . . . . . . . . . . .       1,515,000          AAA        1,198,592
                        Metropolitan Pier and Exposition Authority of Illinois,
                         McCormick Place Expansion Project, Coupon
                         Receipts, Zero Coupon, 6/15/04 (b)  . . . . . . . .      10,500,000          AAA        5,840,730
                        Rosemont, IL, Tax Increment, Secondary:
                         Series B, Zero Coupon, 12/1/02 (b)  . . . . . . . .       2,785,000          AAA        1,729,401
                         Series C, Zero Coupon, 12/1/02 (b)  . . . . . . . .       3,345,000          AAA        2,077,145
INDIANA                 Madison County, IN, Hospital Authority, Holy Cross
                         Health System, 6.7%, 12/1/02 (b).  .  .  .  .  .  .       1,385,000          AAA        1,452,394
                        Porter County, IN, Hospital Authority, Porter Memorial
                         Hospital, Series 1993, 5.2%, 6/1/05 (b) . . . . . .       1,500,000          AAA        1,364,565
IOWA                    Cedar Rapids, IA, Hospital Revenue, St. Luke's
                         Methodist Hospital, 5.85%, 8/15/04 (b)   .  . . . .       1,315,000          AAA        1,283,756
                        Iowa Certificate of Participation, 1992 Series A,
                         6.25%, 7/1/02 . . . . . . . . . . . . . . . . . . .       5,000,000          AAA        5,077,600
                        Iowa Lease Purchase Agreement, 7.65%, 6/15/95                621,918          AA           629,692
KANSAS                  Kansas City, KS, Utility System Revenue, Zero Coupon,
                         3/1/03 (b)  . . . . . . . . . . . . . . . . . . . .       7,000,000          AAA        4,342,345
KENTUCKY                Kentucky Turnpike Authority, Toll Road Revenue,
                         13.375%, 7/1/10, Prerefunded 8/15/95 (c)  . . . . .         955,000          AAA        1,013,962
                         Economic Development, Revenue Refunding,
                          Series 1986 A, 7.7%, 1/1/00  . . . . . . . . . . .         700,000          A            736,757
LOUISIANA               Louisiana State General Obligation, Series A, 7%,
                         5/1/02 (b)  . . . . . . . . . . . . . . . . . . . .       3,000,000          AAA        3,203,010
                        St. Tammany Parish, LA, Sales Tax Revenue,
                         District #3, Series A, 11%, 12/1/96 (b) . . . . . .       1,065,000          AAA        1,170,680
MARYLAND                Northeast Maryland Waste Disposal Authority,
                         Southwest Resource Recovery System Revenue,
                          Series 1993:
                          6.75%, 1/1/98 (b)  . . . . . . . . . . . . . . . .       4,715,000          AAA        4,869,369
</TABLE>


The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
SCUDDER MEDIUM TERM TAX FREE FUND
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                               Unaudited
                                                                                               ---------        
                                                                                   Principal     Credit       Market
                                                                                  Amount ($)   Rating (e)   Value ($)
- ---------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                       <C>             <C>     <C>
                           6.85%, 1/1/99 (b)  . . . . . . . . . . . . . . . . .    1,500,000      AAA      1,564,725
MASSACHUSETTS           Boston, MA, General Obligation, 4.9%, 7/1/07 (b)  . . .    3,950,000      AAA      3,376,855
                        Brockton, MA, General Obligation, 7.75%, 12/15/95 . . .    1,675,000      A        1,729,438
                        Lawrence, MA, General Obligation, State Qualified
                         Bond, 5%, 9/15/02  . . . . . . . . . . . . . . . . . .    1,030,000      A          945,015
                        Massachusetts Bay Transportation Authority,
                         Series A, 5.3%, 3/1/05   . . . . . . . . . . . . . . .    2,500,000      A        2,284,300
                        Massachusetts General Obligation:
                         Refunding, Series A, 6.375%, 8/1/02  . . . . . . . . .    2,150,000      A        2,212,888
                         Series A, 6.4%, 8/1/03   . . . . . . . . . . . . . . .    1,000,000      A        1,028,480
                         Series C, 6.9%, 12/1/96 (b)  . . . . . . . . . . . . .    1,000,000      AAA      1,028,920
                        Massachusetts Housing Finance Agency, 1992
                         Series C, FNMA Collateralized:
                           6.25%, 5/15/02 . . . . . . . . . . . . . . . . . . .    2,000,000      AAA      2,025,700
                           6.25%, 11/15/02  . . . . . . . . . . . . . . . . . .    3,420,000      AAA      3,466,307
                        Massachusetts Industrial Finance Authority:
                         Resource Recovery, North Andover Solid Waste,
                           Series A, 6.15%, 7/1/02  . . . . . . . . . . . . . .    3,250,000      BBB      3,194,620
                         Sturdy Memorial Hospital, 7.9%, 6/1/09   . . . . . . .    2,000,000      BBB      2,033,840
                        Massachusetts Municipal Wholesale Electric Co.,
                         Power Supply System Revenue, Series A,
                         6.625%, 7/1/03   . . . . . . . . . . . . . . . . . . .    3,165,000      BBB      3,229,819
                        Massachusetts Water Resource Authority, Series A,
                         7.25%, 4/1/01  . . . . . . . . . . . . . . . . . . . .    1,000,000      A        1,065,290
                        New England Education Loan Marketing Corp.,
                         Massachusetts Student Loan Revenue Refunding:
                           Issue A, 5.8%, 3/1/02  . . . . . . . . . . . . . . .   13,825,000      AAA     13,476,195
                           Issue E, 5%, 7/1/99  . . . . . . . . . . . . . . . .    8,000,000      A        7,570,880
                        New England Education Loan Marketing Corp.,
                         Massachusetts Student Loan Revenue Refunding,
                         Series C, 4.75%, 7/1/98  . . . . . . . . . . . . . . .    3,500,000      A        3,321,150
MICHIGAN                Michigan Municipal Bond Authority Revenue, Local
                         Government Loan Program, School Improvement,
                         Zero Coupon:
                           AD Valorem, 5/15/01 (b)  . . . . . . . . . . . . . .    3,065,000      AAA      2,110,743
                           AD Valorem, Series D, 5/15/02 (b)  . . . . . . . . .    2,170,000      AAA      1,400,388
                           Series D, 12/1/03 (b)  . . . . . . . . . . . . . . .    4,870,000      AAA      2,842,570
                        Michigan State Hospital, Sisters of Mercy:
                         4.5%, 8/15/01 (b)  . . . . . . . . . . . . . . . . . .    2,755,000      AAA      2,455,256
                         1993 Series P, 4.6%, 8/15/02 (b)   . . . . . . . . . .    2,025,000      AAA      1,791,963
MISSISSIPPI             Mississippi Higher Education Assistance Corp., Student
                         Loan Revenue, 1992 Series A, 6.2%, 1/1/02  . . . . . .    1,200,000      A        1,174,068

</TABLE>
The accompanying notes are an integral part of the financial statements.



<PAGE>

<TABLE>
                                                                                               INVESTMENT PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                              Unaudited
                                                                                              ---------
                                                                                 Principal     Credit       Market
                                                                                Amount ($)   Rating (e)   Value ($)
- -------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                      <C>             <C>     <C>
MISSOURI                Jackson County, MO, Industrial Development
                          Authority, St. Joseph Health Center, Series 1993,
                          4.8%, 7/1/03 (b)  . . . . . . . . . . . . . . . . . .   3,615,000      AAA      3,249,054
NEBRASKA                Omaha, NE, Public Power District, Electric Revenue,
                          4.5%, 2/1/04  . . . . . . . . . . . . . . . . . . . .   9,500,000      AA       8,199,545
NEVADA                  Nevada Housing Division, Single Family Mortgage,
                          5.95%, 4/1/05 . . . . . . . . . . . . . . . . . . . .   4,000,000      AA       3,804,320
                        Nye County, NV, School District, 8.875%, 5/1/96 (b) . .     500,000      AAA        522,325
NEW HAMPSHIRE           New Hampshire Higher Education and Health
                          Facilities Authority, Hospital Revenue, Frisbie
                          Memorial Hospital, Series 1993, 5.25%, 10/1/99  . . .   3,215,000      BBB      3,076,659
NEW JERSEY              New Jersey Economic Development Authority, Bad
                          Driver's Program, 7%, 7/1/04 (b)  . . . . . . . . . .   2,500,000      AAA      2,682,775
NEW YORK                Metropolitan Transportation Authority of New York,
                          Commuter Facilities Revenue:
                           6.75%, 7/1/00  . . . . . . . . . . . . . . . . . . .   1,200,000      BBB      1,242,768
                           6.9%, 7/1/01 . . . . . . . . . . . . . . . . . . . .   1,280,000      BBB      1,334,963
                        Metropolitan Transportation Authority of New York,
                         Transit Facilities Revenue:
                           6.75%, 7/1/00  . . . . . . . . . . . . . . . . . . .   2,270,000      BBB      2,350,903
                           6.9%, 7/1/01 . . . . . . . . . . . . . . . . . . . .   2,415,000      BBB      2,518,700
                           Series M, 5.3%, 7/1/06 (b) . . . . . . . . . . . . .   4,750,000      AAA      4,380,070
                           Series M, 5.5%, 7/1/08 (b) . . . . . . . . . . . . .   5,000,000      AAA      4,563,500
                        New York City Municipal Water Finance Authority,
                         Zero Coupon:
                           6/15/96  . . . . . . . . . . . . . . . . . . . . . .   1,000,000      A          958,170
                           12/15/95 . . . . . . . . . . . . . . . . . . . . . .   1,000,000      A          984,180
                        New York City General Obligation:
                         Series A, 7%, 8/1/04   . . . . . . . . . . . . . . . .   5,150,000      A        5,268,502
                         Series A, 7.2%, 8/15/95  . . . . . . . . . . . . . . .   4,320,000      A        4,357,282
                         Series 1992 B, 6.4%, 10/1/02   . . . . . . . . . . . .   4,905,000      A        4,880,720
                         Series B, 6.6%, 10/1/03  . . . . . . . . . . . . . . .  10,200,000      A       10,212,036
                         Series B, 7%, 2/1/96   . . . . . . . . . . . . . . . .   2,000,000      A        2,023,860
                         Series C, 6.3%, 8/1/03 (b)   . . . . . . . . . . . . .      50,000      AAA         51,295
                         Series D, 5.5%, 8/15/04  . . . . . . . . . . . . . . .   2,800,000      A        2,521,932
                         Series D, 5.5% 8/15/04 (b)   . . . . . . . . . . . . .   2,650,000      AAA      2,529,770
                         Series D, ETM, 7.75%, 8/1/95 **  . . . . . . . . . . .     145,000      AAA        147,464
                         Series D, 7.75%, 8/1/95  . . . . . . . . . . . . . . .     855,000      A          864,456
                         Series D, 7.875%, 8/1/97   . . . . . . . . . . . . . .   2,025,000      A        2,114,951
                         Series E, 5.4%, 8/1/04   . . . . . . . . . . . . . . .   3,000,000      A        2,836,620
                         Series 1994 H, 5.8%, 8/1/04  . . . . . . . . . . . . .   5,000,000      A        4,651,750
                         Series 1992 H, 6.9%, 2/1/01  . . . . . . . . . . . . .   6,000,000      A        6,157,860

</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>

<TABLE>
SCUDDER MEDIUM TERM TAX FREE FUND
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                 Unaudited
                                                                                                 ---------
                                                                                     Principal     Credit       Market
                                                                                    Amount ($)   Rating (e)   Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                          <C>             <C>     <C>
                         Series A, ETM, 7.2%, 3/15/95 **  . . . . . . . . . . . .     1,000,000      A        1,005,890
                         Series C, ETM, 7.4%, 8/1/96 **   . . . . . . . . . . . .     1,560,000      AAA      1,611,652
                         Series D, ETM, 7.875%, 8/1/97 **   . . . . . . . . . . .       530,000      AAA        561,461
                        New York Dormitory Authority:
                         City University, Series A, 5.5%, 7/1/03  . . . . . . . .     9,250,000      BBB      8,664,568
                         College & University Pooled Capital Program,
                           7.8%, 12/1/05 (b)  . . . . . . . . . . . . . . . . . .     1,390,000      AAA      1,499,143
                         State University, 6.8%, 5/15/00 (b)  . . . . . . . . . .     3,915,000      AAA      4,113,373
                        New York State Medical Care Facilities,
                         Finance Agency Revenue, Mount Sinai Hospital,
                         Series 1983, 5.95%, 8/21/99  . . . . . . . . . . . . . .    10,265,000      AAA     10,136,072
                        New York State Thruway Authority, Zero
                         Coupon, 1/1/02   . . . . . . . . . . . . . . . . . . . .     3,155,000      BBB      1,962,726
                        New York State Urban Development Corporation,
                         Correctional Facilities Revenue Bond,
                         Revenue Refunding, Series 1993 A:
                           5.3%, 1/1/05 . . . . . . . . . . . . . . . . . . . . .     7,000,000      BBB      6,247,010
                           5.4%, 1/1/06 . . . . . . . . . . . . . . . . . . . . .     3,500,000      BBB      3,119,725
                           5.3%, 1/1/05 . . . . . . . . . . . . . . . . . . . . .     1,105,000      BBB        986,135
NORTH CAROLINA          Charlotte, NC, Equipment Lease Agreement,
                         6.75%, 9/1/95  . . . . . . . . . . . . . . . . . . . . .     1,200,000      AA       1,213,872
                        North Carolina, General Obligation, 4.5%, 6/1/03  . . . .     8,000,000      AAA      7,142,320
NORTH DAKOTA            Bismarck, ND, Hospital Revenue, St. Alexius
                         Medical Center, Series 1991, Zero Coupon,
                         5/1/00 (b)   . . . . . . . . . . . . . . . . . . . . . .     2,850,000      AAA      2,086,827
                        Grand Forks, ND, Health Facilities, United Hospital
                         Obligation Group, Series A, 6%, 12/1/02 (b)  . . . . . .     1,160,000      AAA      1,169,361
OHIO                    Hamilton County, OH, Health System Revenue,
                         Franciscan Sisters of the Poor Health System,
                         Providence Hospital, Series 1992, 6.375%, 7/1/03   . . .     4,495,000      BBB      4,196,172
PENNSYLVANIA            Allegheny County, PA, Hospital Development Authority,
                         6.5%, 7/1/00 (b)   . . . . . . . . . . . . . . . . . . .     1,000,000      AAA      1,034,460
                        Armstrong County, PA, Hospital Authority, St. Frances
                         Medical Center, Series A, 6.2%, 6/1/03 (b) . . . . . . .     3,090,000      AAA      3,136,288
                        Erie County, PA, School District,
                         Zero Coupon, ETM, 6/1/99 **  . . . . . . . . . . . . . .     2,085,000      A        1,619,670
                        Montgomery County, PA, Redevelopment Authority,
                         Multi-Family Housing Revenue Refunding,
                         KBF Associates, LP Pro, 6%, 7/1/04   . . . . . . . . . .     2,685,000      BBB      2,607,538
                        Pennsylvania Certificate of Participation, Lease
                         Revenue, 4.9%, 7/1/02 (b)  . . . . . . . . . . . . . . .     4,380,000      AAA      4,010,547
                        Philadelphia, PA, Gas Works Revenue, Fourteenth
                         Series, 5.5%:
                           7/1/03 . . . . . . . . . . . . . . . . . . . . . . . .     4,645,000      AAA      4,429,704
</TABLE>
The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
                                                                                                INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                               Unaudited
                                                                                               ---------
                                                                                  Principal     Credit       Market
                                                                                 Amount ($)   Rating (e)   Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                        <C>            <C>      <C>
                           7/1/04 . . . . . . . . . . . . . . . . . . . . . . .    4,250,000      AAA      4,009,663
                        Philadelphia, PA, General Obligation, Revenue
                         Refunding, Series A, 11.5%, 8/1/99 (b)   . . . . . . .    1,000,000      AAA      1,223,280
                        Schuykill County, PA, Redevelopment Authority,
                         Lease Rental, Series A, 6.55%, 6/1/00 (b)  . . . . . .    1,105,000      AAA      1,145,056
                        Somerset County, PA, General Authority,
                         Commonwealth Lease Revenue,
                           6.45%, 10/15/00 (b)  . . . . . . . . . . . . . . . .    2,000,000      AAA      2,078,840
RHODE ISLAND            Rhode Island Public Building Authority, State Public
                         Projects Revenue, Series A, 5%, 2/1/04 (b) . . . . . .    2,245,000      AAA      2,040,974
SOUTH CAROLINA          South Carolina Jobs Economic Development Authority
                         Revenue, Franciscan Sisters of the Poor Health
                         System Inc., St. Francis Hospital, 6.375%, 7/1/03  . .    3,420,000      BBB      3,159,670
                        Sumter County, SC, Hospital Facility Revenue
                         Refunding, Tuomey Medical Center,
                         6.375%, 11/15/99 (b)   . . . . . . . . . . . . . . . .    1,000,000      AAA      1,027,000
SOUTH DAKOTA            South Dakota Student Loan Assistance Corp.
                         Revenue, Series A, 7%, 8/1/98  . . . . . . . . . . . .    1,000,000      A        1,029,790
TENNESSEE               Knox County, TN, Health, Education and Housing
                         Facilities Board, Fort Sanders Alliance, 4.8%,
                         1/1/05 (b)  . . . . . . . . . . . . . . . . . . . . . .   6,825,000      AAA      6,050,636
TEXAS                   Austin, TX, Utility District, Water, Sewer & Electric
                         Revenue, 11%, 11/15/02, Prerefunded 5/1/97 (c)  . . . .   4,180,000      AAA      4,710,985
                        Austin, TX, Utility System Revenue:
                         Prior Lien, ETM, 9.25%, 11/15/95 ** . . . . . . . . . .     155,000      A          160,670
                         9.25%, 11/15/95 . . . . . . . . . . . . . . . . . . . .     895,000      A          924,168
                        Carrollton, TX, Farmers Branch Independent School
                         District, ETM, 9.4%, 6/1/96 **  . . . . . . . . . . . .     100,000      AAA        105,615
                        Dallas County , TX, Hospital District, 9.75%, 4/10/96  .     750,000      A          787,478
                        Dallas, TX, Civic Center, Senior Lien, 8.6%, 1/1/06  . .   1,115,000      A        1,152,687
                        Dallas-Fort Worth, TX, International Airport Revenue,  .
                         Series A:
                           7.7%, 11/1/00 (b)   . . . . . . . . . . . . . . . . .     780,000      AAA        850,754
                           7.75%, 11/1/01 (b)  . . . . . . . . . . . . . . . . .     540,000      AAA        595,447
                        Harris County, TX, Toll Road Authority Revenue:
                         Senior Lien, 8.1%, 8/15/00 (b)  . . . . . . . . . . . .   1,275,000      AAA      1,392,581
                         Sub Lien, Series A, Zero Coupon, 8/15/01 (b). . . . . .   3,235,000      AAA      2,195,465
                        Harris County, TX, Unlimited Tax, General Obligation,
                         8.8%, 10/1/95   . . . . . . . . . . . . . . . . . . . .     100,000      AAA        102,824
                        Harris County, TX, General Obligation, Flood Control
                         District, Zero Coupon, 10/1/00 (b)    . . . . . . . . .   3,000,000      AAA      2,153,430
                        Lubbock, TX, Health Facilities Development Corp.,
                         Methodist Hospital, Series B, 5.3%, 12/1/04 (b)   . . .   3,555,000      AAA      3,305,439

</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
                                                                                                  SCUDDER MEDIUM TERM TAX FREE FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                     Unaudited
                                                                                                -------------------
                                                                                    Principal         Credit          Market
                                                                                    Amount ($)       Rating (e)      Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                        <C>                  <C>          <C>
                        Harris County, TX, Port of Houston Authority,                               
                         8.8%, 10/1/96   . . . . . . . . . . . . . . . . . . .        150,000           AA             154,136
                        San Antonio, TX, Electric & Gas, Refunding Revenue,
                         Series A, Zero Coupon, 2/1/02 (b)  . . . . .  . . . .      4,600,000           AAA          3,034,528
                        State of Texas, Tax and Revenue Anticipation Notes,
                         5%, 8/31/95 . . . . . . . . . . . . . . . . . . . . .      2,000,000           MIG1         2,003,520
                        Texas Municipal Power Agency, Zero Coupon,
                         9/1/04 (b)  . . . . . . . . . . . . . . . . . . . . .      6,870,000           AAA          3,800,209
                        Travis County, TX, Housing Finance Corp., Series A,
                         8.625%, 9/1/95 (b)  . . . . . . . . . . . . . . . . .        200,000           AAA            205,562

UTAH                    Intermountain Power Agency, UT, Power
                         Supply Revenue:                                                                         
                          Series B, Zero Coupon, 7/1/01 (b)  . . . . . . . . .     10,495,000           AAA          7,173,647
                          Series B, Zero Coupon, 7/1/02 (b)  . . . . . . . . .      2,500,000           AAA          1,601,150
                          Series H, 9%, 7/1/19, Crossover Refunded
                           7/1/95 (d)  . . . . . . . . . . . . . . . . . . . .      2,200,000           AA           2,273,986
                          Series I, 9%, 7/1/19, Crossover Refunded
                           7/1/95 (d)  . . . . . . . . . . . . . . . . . . . .      2,500,000           AA           2,584,075
                        Salt Lake County, UT, Water Conservation District,
                         Series A, Zero Coupon, 10/1/03 (b)  . . . . . . . . .      3,200,000           AAA          1,886,688
                        Utah Associated Municipal Power System,
                         Hunter Project, Refunding Revenue, Zero Coupon:
                          7/1/01 (b) . . . . . . . . . . . . . . . . . . . . .      5,895,000           AAA          4,009,131
                          7/1/03 (b) . . . . . . . . . . . . . . . . . . . . .      5,900,000           AAA          3,508,258

VIRGIN ISLANDS          Virgin Islands, General Obligation, Public Finance
                         Authority Revenue, Matching Fund Loan, Series A:
                          6.7%, 10/1/99  . . . . . . . . . . . . . . . . . . .      1,690,000           NR           1,727,603
                          6.8%, 10/1/00  . . . . . . . . . . . . . . . . . . .      1,035,000           NR           1,059,519

VIRGINIA                Southeastern, VA, Public Service Authority, Refunding,
                         Series A, 4.8%, 7/1/05 (b)  . . . . . . . . . . . . .      9,500,000           AAA          8,337,390

WASHINGTON              King County, WA, Water District #107,
                         ETM, 8.7%, 3/1/96 **  . . . . . . . . . . . . . . . .        120,000           AAA            124,692
                        Seattle, WA, Municipal Light and Power Revenue,
                         9.7%, 9/1/07, Prerefunded 9/1/95 (c)  . . . . . . . .      1,380,000           AAA          1,453,237
                        Washington Health Care Facilities Authority:
                         Empire Health Services, Series 1993,
                          4.35%, 11/1/96 (b) . . . . . . . . . . . . . . . . .      1,760,000           AAA          1,722,336
                         Franciscan Health System, St. Joseph's/Tacoma,
                          5.2%, 1/1/04 (b) . . . . . . . . . . . . . . . . . .      2,160,000           AAA          1,984,716
                        Washington Public Power Power Supply System,
                         Nuclear Project #1, Refunding Revenue:
                          Series A, 5.25%, 7/1/03 (b)  . . . . . . . . . . . .     10,000,000           AAA          9,310,800
                          Series A, 7%, 7/1/96 . . . . . . . . . . . . . . . .      1,000,000           AA           1,018,870
                          Series B, 5%, 7/1/01 . . . . . . . . . . . . . . . .      2,000,000           AA           1,851,980
</TABLE>


The accompanying notes are an integral part of the financial statements.

<PAGE>
 
<TABLE>
                                                                                           INVESTMENT PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                          Unaudited
                                                                                          ---------     
                                                                              Principal    Credit        Market
                                                                             Amount ($)   Rating (e)   Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                   <C>            <C>      <C>
                           Series B, 5.15%, 7/1/02  . . . . . . . . . . .     5,275,000      AA       4,872,254
                           Series B, 5.25%, 7/1/03  . . . . . . . . . . .     5,555,000      AA       5,100,101
                           Series D, 15%, 7/17/17, 
                             Prerefunded 7/1/96 (c) . . . . . . . . . . .     2,595,000      AAA      3,034,100
                        Washington Public Power Supply System,
                         Nuclear Project #2, Refunding Revenue:
                           Series A, 6.3%, 7/1/01 . . . . . . . . . . . .     6,000,000      AA       6,063,600
                           Series A, 4.9%, 7/1/05 . . . . . . . . . . . .     4,000,000      AA       3,409,280
                           Series B, 5.15%, 7/1/02  . . . . . . . . . . .     6,085,000      AA       5,620,410
                        Washington Public Power Supply System,
                         Nuclear Project #3, Refunding Revenue:
                           Series B, Zero Coupon, 7/1/04 (b)  . . . . . .     8,000,000      AAA      4,409,280
                           Series B, 7.15%, 7/1/01  . . . . . . . . . . .     1,310,000      AA       1,377,884
                           Series B, 5%, 7/1/01 . . . . . . . . . . . . .     6,210,000      AA       5,750,398
                           Series B, 5.15%, 7/1/02  . . . . . . . . . . .     3,165,000      AA       2,923,352
                           Series B, 5.25%, 7/1/03  . . . . . . . . . . .     6,100,000      AA       5,600,471
                           Series C, 5%, 7/1/05 (g) . . . . . . . . . . .    13,000,000      AA      11,219,910
                        Snohomish County, WA, Public Utility District #1,
                         Series 1991 B, 6.4%, 1/1/00  . . . . . . . . . .     2,000,000      A        2,055,800
WISCONSIN               Wisconsin Health & Educational Facilities Authority:
                         Children's Hospital of Wisconsin Inc.,
                           Series 1993, 5.375%, 8/15/04 (b) . . . . . . .     3,000,000      AAA      2,795,640
                         Wheaton Franciscan Services:
                           5.8%, 8/15/04 (b)  . . . . . . . . . . . . . .     2,425,000      AAA      2,355,281
                           6%, 8/15/02 (b)  . . . . . . . . . . . . . . .     1,000,000      AAA      1,007,200
                         Columbia Hospital Inc., 6.125%, 11/15/01 (b) . .     1,000,000      AAA      1,013,600
WYOMING                 Wyoming Community Development Authority,
                         Single Family Mortgage Revenue, FHA Insured,
                         Zero Coupon, 6/1/96 . . . . . . . . . . . .  . .     2,150,000      AA       1,937,118
                                                                                                    ----------- 
                        TOTAL LONG-TERM MUNICIPAL INVESTMENTS 
                         (Cost $714,681,012)  . . . . . . . . . . . . . .                           690,847,413
                                                                                                    -----------
===============================================================================================================
                        TOTAL INVESTMENT PORTFOLIO -- 100.0%
                         (Cost $723,481,012) (a)    . . . . . . . . . . .                           699,647,413
                                                                                                    ===========
<FN>

                (a)  The cost for federal income tax purposes was $723,481,012. At December 31, 1994,  net 
                     unrealized depreciation for all securities was $23,833,599. This consisted of 
                     aggregate gross unrealized appreciation for all securities in which there was an excess 
                     of market value over tax cost of $5,499,984 and aggregate gross unrealized 
                     depreciation for all investment securities in which there was an excess of tax cost 
                     over market value of $29,333,583.
                         
                (b)  Bond is insured by one of these companies: AMBAC, FGIC, or MBIA.

</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
SCUDDER MEDIUM TERM TAX FREE FUND
- -----------------------------------------------------------------------


- -----------------------------------------------------------------------


                (c)  Prerefunded: Bonds  which are prerefunded are
                     collateralized by  U.S. Treasury securi- ties which
                     are held in  escrow and are used to pay principal
                     and interest on tax-exempt issue and to retire the
                     bonds in full at the earliest refunding date.
                         
                (d)  Crossover refunded:  Bonds which  are crossover
                     refunded are  secured by an  escrow of securities
                     which is used to  pay principal on the tax exempt
                     issue and retire the bonds in full at the earliest
                     refunding date,  except in the case of default by
                     the issuer or inadequacy in the escrow account.
                     
                (e)  All of the  securities held have been determined to
                     be of appropriate credit quality as required  by
                     the  Fund's investment  objectives. Credit  ratings
                     are  either Standard & Poor's Corporation,  Moody's
                     Investors Service, Inc.  or Fitch  Investors
                     Service, Inc.  Unrated securities  (NR) have  been
                     determined  to be  of comparable  quality to  rated
                     eligible securities.
                         
                (f)  When-issued or forward delivery securities (See  
                     Note A in Notes to Financial Statements).
                         
                (g)  At December 31, 1994, this security, in whole,  has  
                     been segregated to cover when-issued or forward 
                     delivery securities. 

                  *  Floating rate and  monthly, weekly, or daily demand
                     notes are securities whose  yields vary  with a
                     designated market index  or market rate,  such as
                     the coupon-equivalent of the Treasury  bill rate.
                     Variable rate  demand notes  are securities whose
                     yields are periodically  reset at levels  that are
                     generally comparable  to tax-exempt commercial
                     paper. These securities are payable on demand
                     within  seven calendar days and  normally
                     incorporate an irrevocable  letter of credit or
                     line of credit from a major bank. These notes  are
                     carried,  for purposes  of  calculating average
                     weighted maturity,  at  the longer  of the  period
                     remaining until  the next rate  change or  to the
                     extent of the demand period.
                          
                 **  ETM: Bonds bearing  the description ETM  (escrowed
                     to  maturity) are collateralized  by U.S.  Treasury
                     securities which  are held  in  escrow by  a
                     trustee  and used  to pay principal and interest on
                     bonds so designated.

The accompanying notes are an integral part of the financial statements.


<PAGE>

<TABLE>
                                                                        FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------------------

                         STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------------------

DECEMBER 31, 1994
- --------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>
ASSETS
Investments, at market (identified cost $723,481,012)
   (Note A) . . . . . . . . . . . . . . . . . . . . . .                        $ 699,647,413
Cash  . . . . . . . . . . . . . . . . . . . . . . . . .                            3,287,219
Receivables:
   Investments sold . . . . . . . . . . . . . . . . . .                            5,693,914
   Interest . . . . . . . . . . . . . . . . . . . . . .                           11,694,670
   Fund shares sold . . . . . . . . . . . . . . . . . .                            1,142,665
                                                                               -------------    
      Total assets  . . . . . . . . . . . . . . . . . .                          721,465,881
LIABILITIES
Payables:
   Investments purchased  . . . . . . . . . . . . . . .     $  3,229,846
   When-issued and forward delivery securities (Note A)       10,555,238
   Dividends  . . . . . . . . . . . . . . . . . . . . .        1,327,105
   Fund shares redeemed . . . . . . . . . . . . . . . .        4,456,684
   Accrued management fee (Note C)  . . . . . . . . . .          309,717
   Accrued expenses (Note C)  . . . . . . . . . . . . .          150,278
                                                            ------------        
      Total liabilities . . . . . . . . . . . . . . . .                           20,028,868
                                                                               -------------    
Net assets, at market value . . . . . . . . . . . . . .                        $ 701,437,013
                                                                               =============
NET ASSETS
Net assets consist of:
   Net unrealized depreciation on investments . . . . .                        $ (23,833,599)
   Accumulated net realized loss  . . . . . . . . . . .                              (85,031)
   Shares of beneficial interest  . . . . . . . . . . .                              674,861
   Additional paid-in capital . . . . . . . . . . . . .                          724,680,782
                                                                               -------------
Net assets, at market value . . . . . . . . . . . . . .                        $ 701,437,013
                                                                               =============
NET ASSET VALUE, offering and redemption price per 
   share ($701,437,013 -:- 67,486,134 outstanding 
   shares of beneficial interest, $.01 par value, 
   unlimited number of shares authorized)   . . . . . .                               $10.39
                                                                                      ======
</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
SCUDDER MEDIUM TERM TAX FREE FUND
- --------------------------------------------------------------------------------
<CAPTION>
                            STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<S>                                              <C>             <C>
INVESTMENT INCOME
Interest  . . . . . . . . . . . . . . . . . .                    $ 49,170,281
                                                                      
Expenses:
Management fee (Note C) . . . . . . . . . . .    $4,150,246
Services to shareholders (Note C) . . . . . .       744,148
Trustees' fees (Note C) . . . . . . . . . . .        36,460
Custodian fees  . . . . . . . . . . . . . . .       234,977
Reports to shareholders . . . . . . . . . . .       158,229
Legal . . . . . . . . . . . . . . . . . . . .        25,015
Auditing  . . . . . . . . . . . . . . . . . .        47,713
State registration  . . . . . . . . . . . . .        46,902
Other . . . . . . . . . . . . . . . . . . . .        82,617         5,526,307
                                                 ----------      ------------
Net investment income . . . . . . . . . . . .                      43,643,974
                                                                 ------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENT TRANSACTIONS
Net realized gain on investments  . . . . . .                       1,334,624
Net unrealized depreciation on investments
   during the period  . . . . . . . . . . . .                     (81,623,664)
                                                                 ------------
Net loss on investments . . . . . . . . . . .                     (80,289,040)
                                                                 ------------
NET DECREASE IN NET ASSETS RESULTING FROM 
   OPERATIONS . . . . . . . . . . . . . . . .                    $(36,645,066)
                                                                 ============
</TABLE>


The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
                                                                   FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------------------
                      STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                    -----------------------------------
INCREASE (DECREASE) IN NET ASSETS                         1994              1993
- ---------------------------------------------------------------------------------------
<S>                                                 <C>                 <C>
Operations:
Net investment income . . . . . . . . . . . . .     $   43,643,974    $   47,547,165
Net realized gain from investments  . . . . . .          1,334,624         7,169,142
Net unrealized appreciation (depreciation)
   on investments during the period . . . . . .        (81,623,664)       35,118,275
                                                    --------------    --------------           
Net increase (decrease) in net assets
   resulting from operations  . . . . . . . . .        (36,645,066)       89,834,582
Distributions to shareholders:                      --------------    --------------
From net investment income ($.53 and $.60 per
   share, respectively) . . . . . . . . . . . .        (43,643,974)      (47,547,165)
From net realized gains from investment             --------------    --------------
   transactions ($.05 and $.06 per share,
   respectively)  . . . . . . . . . . . . . . .         (3,856,845)       (5,211,174)
                                                    --------------    --------------
Fund share transactions:
Proceeds from shares sold . . . . . . . . . . .        242,143,475       642,445,394
Net asset value of shares issued to
   shareholders in reinvestment of
   distributions  . . . . . . . . . . . . . . .         30,767,915        32,691,411
Cost of shares redeemed . . . . . . . . . . . .       (504,752,983)     (355,778,251)
                                                    --------------    --------------
Net increase (decrease) in net assets from
   Fund share transactions  . . . . . . . . . .       (231,841,593)      319,358,554
                                                    --------------    --------------
INCREASE (DECREASE) IN NET ASSETS . . . . . . .       (315,987,478)      356,434,797
Net assets at beginning of period . . . . . . .      1,017,424,491       660,989,694
                                                    --------------    --------------
NET ASSETS AT END OF PERIOD . . . . . . . . . .     $  701,437,013    $1,017,424,491
                                                    ==============    ==============              
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period . . .         89,545,863        60,842,736
                                                    --------------     -------------    
Shares sold . . . . . . . . . . . . . . . . . .         22,098,846        57,535,746
Shares issued to shareholders in reinvestment
   of distributions . . . . . . . . . . . . . .          2,858,978         2,916,150
Shares redeemed . . . . . . . . . . . . . . . .        (47,017,553)      (31,748,769)
                                                    --------------     -------------
Net increase (decrease) in Fund shares. . . . .        (22,059,729)       28,703,127
                                                    --------------     -------------
Shares outstanding at end of period . . . . . .         67,486,134        89,545,863
                                                    ==============     =============

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER MEDIUM TERM TAX FREE FUND
FINANCIAL HIGHLIGHTS

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS.

<CAPTION>
                                                                      Years Ended December 31,
                             ----------------------------------------------------------------------------------------------------
                               1994      1993      1992      1991      1990      1989      1988      1987      1986      1985
                             ----------------------------------------------------------------------------------------------------
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value,
 beginning of period. . . .   $11.36    $10.86    $10.62    $10.11    $10.04    $10.02    $10.07    $10.34    $10.03    $ 9.67
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
Income from investment
 operations:
 Net investment income (a)       .53       .60       .65       .67       .54       .56       .54       .54       .62       .68
 Net realized and
   unrealized gain
   (loss) on investments. .     (.92)      .56       .27       .52       .07       .02      (.05)     (.22)      .41       .36
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
Total from investment
   operations . . . . . . .     (.39)     1.16       .92      1.19       .61       .58       .49       .32      1.03      1.04
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
Less distributions from:
 From net investment
   income . . . . . . . . .     (.53)     (.60)     (.65)     (.67)     (.54)     (.56)     (.54)     (.54)     (.62)     (.68)
 From net realized
   gains on investments . .     (.05)     (.06)     (.03)     (.01)       --        --        --      (.05)     (.10)       --
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
 Total distributions. . . .     (.58)     (.66)     (.68)     (.68)     (.54)     (.56)     (.54)     (.59)     (.72)     (.68)
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
Net asset value,
   end of period. . . . . .   $10.39    $11.36    $10.86    $10.62    $10.11    $10.04    $10.02    $10.07    $10.34    $10.03
                              ======    ======    ======    ======    ======    ======    ======    ======    ======    ======

TOTAL RETURN (%) (B). . . .    (3.50)    10.94      8.93     12.13      6.29      6.00      4.92      3.23     10.54     11.02
RATIOS AND
SUPPLEMENTAL DATA
Net assets, end of
 period ($ millions). . . .      701      1,017      661       268        27        54       99        125       104        59
Ratio of operating expenses
 net, to average daily net
 assets (%) (a) . . . . . .      .63        .14       --        --       .97       .91      .79        .80       .82       .85
Ratio of net investment
 income to average
 net assets (%) . . . . . .     4.94       5.35     6.07      6.44      5.37      5.62     5.05       5.37      6.00      6.76
Portfolio turnover rate (%)     33.8       37.3     22.4      14.0     116.9      15.7     31.2       32.6      44.3     132.2
(a) Portion of expenses
     reimbursed by the
     Adviser. . . . . . . .   $   --    $  .005   $ .014    $ .020    $ .001    $   --    $  --     $   --    $   --    $   --
    Management fee and
     other fees not
     imposed. . . . . . . .   $  .01    $  .063   $ .064    $ .062    $ .002    $   --    $  --     $   --    $   --    $ .001
    Annualized ratio of operating expenses, including expenses reimbursed, management fee and other expenses not imposed, to average
     daily net assets aggregated 0.71%, 0.75%, 0.80%, 0.88% and 1.00% for the years ended December 31, 1994, 1993, 1992, 1991 and 
     1990, respectively.
(b) Total returns may have been higher due to maintenance of the Fund's expenses.
    On November 1, 1990, the Fund adopted its present name and objective. Prior to that date, the Fund was known as the 1990 
    Portfolio of the Scudder Tax Free Target Fund and its objective was to provide high tax-free income and current liquidity. 
    Financial information for each of the six years in the period ended December 31, 1990 should not be considered representative 
    of the present Fund.
 </TABLE>

<PAGE>

                                                 NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------------------------------
Scudder Medium Term Tax Free Fund (the "Fund") is a diversified series of
Scudder Tax Free Trust, a Massachusetts business trust (the "Trust"), which is
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company. The policies described below are followed
consistently by the Fund in the preparation of its financial statements in
conformity with generally accepted accounting principles.

SECURITY VALUATION. Portfolio debt securities with remaining maturities greater
than sixty days are valued by pricing agents approved by the Officers of the
Fund, which prices reflect broker/dealer-supplied valuations and electronic
data processing techniques. If the pricing agents are unable to provide such
quotations, the most recent bid quotation supplied by a bona fide market maker
shall be used. All other debt securities are valued at their fair value as
determined in good faith by the Valuation Committee of the Trustees. Short-term
investments having a maturity of sixty days or less are valued at amortized
cost.

WHEN-ISSUED AND FORWARD DELIVERY SECURITIES. The Fund may purchase securities
on a when-issued or forward delivery basis, for payment and delivery at a later
date. The price of such securities, which may be expressed in yield terms, is
fixed at the time the commitment to purchase is made, but delivery and payment
take place at a later time. At the time the Fund makes the commitment to
purchase a security on a when-issued or forward delivery basis, it will record
the transaction and reflect the value of the security in determining its net
asset value. During the period between purchase and settlement, no payment is
made by the Fund to the issuer and no interest accrues to the Fund. At the time
of settlement, the market value of the security may be more or less than the
purchase price.

AMORTIZATION AND ACCRETION. All premiums and original issue discounts are
amortized/accreted for both tax and financial reporting purposes.

FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment
companies and to distribute all of its taxable and tax-exempt income to its
shareholders. The Fund accordingly paid no federal income taxes and no
provision for federal income taxes was required.

<PAGE>
SCUDDER MEDIUM TERM TAX FREE FUND
- ------------------------------------------------------------------------------

DISTRIBUTION OF INCOME AND GAINS. All of the net investment income of the Fund
is declared as a dividend to shareholders of record as of the close of business
each day and is paid to shareholders monthly. During any particular year, net
realized gains from investment transactions, in excess of available capital
loss carryforwards, would be taxable to the Fund if not distributed and,
therefore, will be distributed to shareholders. An additional distribution may
be made to the extent necessary to avoid the payment of a four percent federal
excise tax.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax
regulations which may differ from generally accepted accounting principles.
These differences relate primarily to investments in futures and certain
securities sold at a loss. As a result, net investment income and net realized
gain (loss) on investment transactions for a reporting period may differ
significantly from distributions during such period. Accordingly, the Fund may
periodically make reclassifications among certain of its capital accounts
without impacting the net asset value of the Fund.

The Fund uses the specific identification method for determining realized gain
or loss on investments for both financial and federal income tax reporting
purposes.

OTHER. Investment transactions are accounted for on a trade date basis.
Interest income is accrued pro rata to the earlier of call or maturity.

B. PURCHASES AND SALES OF SECURITIES
- ------------------------------------------------------------------------------
For the year ended December 31, 1994 purchases and sales of investments
(excluding short-term) aggregated $289,648,447 and $518,018,713, respectively.

C. RELATED PARTIES
- ------------------------------------------------------------------------------
Under the Management Agreement (the "Management Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Adviser directs the investments of
the Fund in accordance with its investment objective, policies, and
restrictions. The Adviser determines the securities, instruments, and other
contracts relating to investments to be purchased, sold or entered into by the
Fund. In addition to portfolio management services, the Adviser provides
certain administrative services in accordance with the Management Agreement.



<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------

The management fee payable under the Management Agreement is equal to an annual
rate of 0.60% of the first $500,000,000 of the Fund's average daily net assets
and 0.50% of such assets in excess of $500,000,000 computed and accrued daily
and payable monthly.  The Management Agreement provides that if the Fund's
expenses, exclusive of taxes, interest, and extraordinary expenses, exceed
specified limits, such excess, up to the amount of the management fee, will be
paid by the Adviser. In addition, for the period January 1, 1994 to April 30,
1994 the Adviser voluntarily agreed to maintain the total annualized expenses
of the Fund at 0.50% of average daily net assets of the Fund. Effective May 1,
1994, the Adviser agreed to maintain the annualized expenses at 0.70% until
April 30, 1995. For the year ended December 31, 1994, the management fee
aggregated $4,920,420 of which $770,174 was not imposed and $309,717 is unpaid
at December 31, 1994.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
For the year ended December 31, 1994 the amount charged to the Fund by SSC
amounted to $554,165 of which $40,709 is unpaid at December 31, 1994.

The Fund pays each Trustee not affiliated with the Adviser $4,000 annually,
plus specified amounts for attended board and committee meetings. For the year
ended December 31, 1994, Trustees' fees aggregated $36,460.

<PAGE>
SCUDDER MEDIUM TERM TAX FREE FUND
REPORT OF INDEPENDENT ACCOUNTANTS
- -----------------------------------------------------------------------

TO THE TRUSTEES OF SCUDDER TAX FREE TRUST AND THE SHAREHOLDERS OF SCUDDER
MEDIUM TERM TAX FREE FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Medium Term Tax Free Fund, including the investment portfolio, as of December
31, 1994, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the ten years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Medium Term Tax Free Fund as of December 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the ten years in the period then ended in conformity with generally accepted
accounting principles.

Boston, Massachusetts                   COOPERS & LYBRAND L.L.P.
February 10, 1995


<PAGE>
                                                               TAX INFORMATION
- ------------------------------------------------------------------------------

By now shareholders for whom year-end tax reporting is required by the IRS
should have received their Form 1099-DIV and tax information letter from the
Fund.

Of the dividends paid from net investment income for the fiscal year ended
December 31, 1994, $43,643,974 were exempt interest dividends which are tax
exempt for regular federal income tax purposes, and are not an item of tax
preference for purposes of the federal alternative minimum tax, if applicable.

Pursuant to section 852 of the Internal Revenue Code, the Fund designates
$1,734,414 as capital gain dividends for the year ended December 31, 1994.

Please consult a tax adviser if you have questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Service
Representative at 1-800-225-5163.

<PAGE>

OFFICERS AND TRUSTEES

David S. Lee*
     President and Trustee

Dawn-Marie Driscoll
     Trustee; Attorney and Corporate Director

Peter B. Freeman
     Trustee; Corporate Director and Trustee

Wesley W. Marple, Jr.
     Trustee; Professor of Business Administration, Northeastern
     University College of Business Administration

Juris Padegs*
     Trustee

Jean C. Tempel
     Trustee; Director and Executive Vice President, Safeguard
     Scientifics, Inc.

Donald C. Carleton*
     Vice President

Jerard K. Hartman*
     Vice President

Thomas W. Joseph*
     Vice President

Thomas F. McDonough*
     Vice President and Secretary

Pamela A. McGrath*
     Vice President and Treasurer

Edward J. O'Connell*
     Vice President and Assistant Treasurer

Coleen Downs Dinneen*
      Assistant Secretary

*    Scudder, Stevens & Clark, Inc.


INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

Money market
     Scudder Cash Investment Trust
     Scudder U.S. Treasury Money Fund
     
Tax free money market+
     Scudder Tax Free Money Fund
     Scudder California Tax Free Money Fund*
     Scudder New York Tax Free Money Fund*
     
Tax free+
     Scudder California Tax Free Fund*
     Scudder High Yield Tax Free Fund
     Scudder Limited Term Tax Free Fund
     Scudder Managed Municipal Bonds
     Scudder Massachusetts Limited Term Tax Free Fund*
     Scudder Massachusetts Tax Free Fund*
     Scudder Medium Term Tax Free Fund
     Scudder New York Tax Free Fund*
     Scudder Ohio Tax Free Fund*
     Scudder Pennsylvania Tax Free Fund*
     Growth and Income
     Scudder Balanced Fund
     Scudder Growth and Income Fund
     
Income
     Scudder Emerging Markets Income Fund
     Scudder GNMA Fund
     Scudder Income Fund
     Scudder International Bond Fund
     Scudder Short Term Bond Fund
     Scudder Short Term Global Income Fund
     Scudder Zero Coupon 2000 Fund
     
Growth
     Scudder Capital Growth Fund
     Scudder Development Fund
     Scudder Global Fund
     Scudder Global Small Company Fund
     Scudder Gold Fund
     Scudder Greater Europe Growth Fund
     Scudder International Fund
     Scudder Latin America Fund
     Scudder Pacific Opportunities Fund
     Scudder Quality Growth Fund
     Scudder Value Fund
     The Japan Fund

Retirement Plans and Tax-Advantaged Investments
IRAs
     Keogh Plans
     Scudder Horizon Plan+++* (a variable annuity)
     401(k) Plans
     403(b) Plans
     SEP-IRAs
     Profit Sharing and Money Purchase Pension Plans

Closed-end Funds#
     The Argentina Fund, Inc.
     The Brazil Fund, Inc.
     The First Iberian Fund, Inc.
     The Korea Fund, Inc.
     The Latin America Dollar Income Fund, Inc.
     Montgomery Street Income Securities, Inc.
     Scudder New Asia Fund, Inc.
     Scudder New Europe Fund, Inc.
     Scudder World Income Opportunities Fund, Inc.

Institutional Cash Management
     Scudder Institutional Fund, Inc.
     Scudder Fund, Inc.
     Scudder Treasurers Trust(tm)++

For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus.
Read it carefully before you invest or send money. +A portion of the
income from the tax-free funds may be subject to federal, state and
local taxes. *Not available in all states. +++A no-load variable
annuity contract provided by Charter National Life Insurance Company
and its affiliate, offered by Scudder's insurance agencies,
1-800-225-2470. #These funds, advised by Scudder, Stevens & Clark,
Inc., are traded on various stock exchanges. ++For information on
Scudder Treasurers Trust(tm), an institutional cash management service
that utilizes certain portfolios of Scudder Fund, Inc. ($100,000
minimum), call: 1-800-541-7703.




HOW TO CONTACT SCUDDER

Account Service and Information

     For existing account service and transactions
     
     SCUDDER INVESTOR RELATIONS
     1-800-225-5163
     
     For account updates, prices, yields, exchanges and redemptions
     
     SCUDDER AUTOMATED INFORMATION LINE (SAIL)
     1-800-343-2890
     
Investment Information

     To receive information about the Scudder funds, for additional
     applications and prospectuses, or for investment questions
     
     SCUDDER INVESTOR RELATIONS
     1-800-225-2470
     
     For establishing 401(k) and 403(b) plans
     
     SCUDDER DEFINED CONTRIBUTION SERVICES
     1-800-323-6105
     
Please address all correspondence to

     THE SCUDDER FUNDS
     P.O. BOX 2291
     BOSTON, MASSACHUSETTS
     02107-2291
     
Or stop by a Scudder Funds Center

     Many shareholders enjoy the personal, one-on-one service of the
     Scudder Funds Centers. Check for a Funds Center near you--they can
     be found in the following cities:
     
          Boca Raton
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
          San Diego
          San Francisco
          Scottsdale
          
For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and
trusts which utilizes certain portfolios of Scudder Fund, Inc.*
($100,000 minimum), call: 1-800-541-7703.

For information on Scudder Institutional Funds,* funds designed to
meet the broad investment management and service needs of banks and
other institutions, call:
1-800-854-8525.

Scudder Investor Relations and Scudder Funds Centers are services
provided through Scudder Investor Services, Inc., Distributor.

*    Contact Scudder Investor Services, Inc., Distributor, to receive
     a prospectus with more complete information, including management
     fees and expenses. Please read it carefully before you invest or
     send money.


Celebrating 75 Years of Serving Investors    


     Established in 1919 by Theodore Scudder, Sidney Stevens, and F.
Haven Clark, Scudder, Stevens & Clark was the first independent
investment counsel firm in the United States. Since its birth,
Scudder's pioneering spirit and commitment to professional long-term
investment management have helped shape the investment industry. In
1928, we introduced the nation's first no-load mutual fund. Today we
offer 36 pure no load(tm) funds, including the first international
mutual fund offered to U.S. investors.

     Over the years, Scudder's global investment perspective and
dedication to research and fundamental investment disciplines have
helped Scudder become one of the largest and most respected investment
managers in the world. Though times have changed since our beginnings,
we remain committed to our longstanding principles: managing money
with integrity and distinction, keeping the interests of our clients
first; providing access to investments and markets that may not be
easily available to individuals; and making investing as simple and
convenient as possible through friendly, comprehensive service.
<PAGE>

This information must be preceded or accompanied by a current prospectus.

Portfolio changes should not be considered recommendations for action by
individual investors.

Scudder Managed Municipal Bonds

Annual Report
December 31, 1994

*    Offers opportunity for tax-free income by investing primarily in
high-grade, long-term municipal securities.

*    A pure no-load(tm) fund with no commissions to buy, sell, or exchange
shares.

CONTENTS

2    Highlights
3    Letter from the Fund's President
4    Performance Update
5    Portfolio Summary
6    Portfolio Management Discussion
10   Investment Portfolio
20   Financial Statements
23   Financial Highlights
24   Notes to Financial Statements
27   Report of Independent Accountants
28   Tax Information
29   Officers and Trustees
30   Investment Products and Services
31   How to Contact Scudder

HIGHLIGHTS

*    Reflecting steadily rising interest rates, the federally tax-free
     (30-day net annualized) yield of Scudder Managed Municipal Bonds
     increased to 5.79% on December 31, 1994, from 4.66% on December 31,
     1993.

The Fund's Yield and Taxable Equivalent Yields as of December 31, 1994

          Taxable-Equivalent                
Tax-Free   Yield at 36% Tax    Taxable-Equivalent Yield at
  Yield         Bracket             39.6% Tax Bracket
 ------   ------------------   ---------------------------
  5.79%          9.05%                    9.59%


*    For investors in the top federal tax brackets of 39.6% and 36%, the
     Fund's 5.79% tax-free yield as of December 31, 1994, was equivalent to
     a 9.59% and 9.05% taxable yield, respectively.

*    Following 12 consecutive years of positive performance, the Fund's
     total return for 1994 was -6.04%, during a year of negative returns
     for most fixed-income investments.

*    Worthy of mention, the Fund outpaced its peer group average over the
     one-, two-, three-, four-, five-, and 10-year periods through December
     31, 1994, according to Lipper Analytical Services. Please see page 6
     for additional Lipper performance information.

LETTER FROM THE FUND'S PRESIDENT

Dear Shareholders,

     In 1994, United States bonds posted their worst returns in over sixty
years. Bond investors faced a number of obstacles during the year. Chief
among them was a nagging fear of inflation due to a strong economy and a
weak dollar, which spurred the Federal Reserve to hike short-term rates
repeatedly and caused rates to rise significantly on longer-term
investments as well. Other market hurdles included political and economic
uncertainties in many regions of the world, including municipal bankruptcy
in Orange County, California, and Mexico's peso devaluation crisis.

     After such a year, it's fair to ask where municipal bond funds go from
here. While we will probably not see the double-digit returns of the early
1990s for some time, we believe this year will bring greater stability to
the bond market as well as the opportunity to earn solid income returns.
Fortunately, despite strong economic growth, inflation has remained
relatively quiescent. Continued low inflation should favor bondholders by
taking much of the pressure off of the Fed to raise interest rates in the
future.

     But current global economic trends also will bring occasional episodes
of difficult adjustment for the financial markets. At times like these, it
is essential to have a sound investment plan in place that can weather
market storms. For many investors, such a plan includes current income free
from state and/or federal taxes, in addition to the traditional benefits of
mutual funds -- diversification, liquidity, dividend reinvestment, and
professional management.

     If you have questions about your Scudder fund, please call Scudder
Investor Relations at 1-800-225-2470. Page 31 provides more information on
how to contact Scudder. Thank you for choosing Scudder Managed Municipal
Bonds to help meet your investing needs.

     Sincerely,

     /s/David S. Lee
     David S. Lee
     President,
     Scudder Managed Municipal Bonds

<PAGE>

PORTFOLIO MANAGEMENT DISCUSSION
Dear Shareholders,

     During a difficult period for bond investors, Scudder Managed
Municipal Bonds posted a -6.04% total return for its fiscal year ended
December 31, 1994. By comparison, the total return of the unmanaged Lehman
Brothers Municipal Bond Index was -5.17%. The Fund's total return includes
price change and reinvested distributions. Consistent with the weakness in
the overall municipal market, the Fund's share price fell to $8.07 at year
end, from $9.09 on December 31, 1993. Offsetting this decline somewhat, the
Fund distributed per share $0.46 in income and $0.02 in capital gain
distributions to shareholders. Reflecting the year's rise in interest
rates, Scudder Managed Municipal Bonds provided a 30-day net annualized
yield of 5.79% as of December 31, 1994, versus 4.66% at the close of 1993.
For investors in the 36% federal income tax bracket, the Fund's yield was
equivalent to a 9.05% taxable yield.

     Though Scudder Managed Municipal Bonds' recent performance is well
below returns you have enjoyed in the past, the Fund has consistently
outpaced the average performance of similar funds, as compiled by Lipper
Analytical Services. Please turn to the Performance Update on page 4 for
more information on the Fund's long-term progress, including comparisons to
the Lehman Brothers Municipal Bond Index.

 Scudder Managed Municipal Bonds' Average Annual Return Versus That of All
                       General Municipal Bond Funds
               (Returns for periods ended December 31, 1994)

<TABLE>
<CAPTION>
          Scudder                                  
          Managed                                  
         Municipal                         Number of Funds
 Period    Bonds       Lipper Average          Tracked
- -------- ---------    ----------------     ---------------
<S>        <C>           <C>                 <C>
1 year     -6.04%          -6.53%                184
2 years     3.19            2.58                 127
3 years     5.08            4.59                 110
4 years     6.82            6.43                 100
5 years     6.81            6.33                  88
10 years    9.10            8.95                  51
</TABLE>

Source: Lipper Analytical Services, Inc. Lipper is an independent analyst
of investment performance. Performance is historical and not indicative of
future results.

Mixed Market Influences

     For municipal bond investors, the market environment in 1994 was
overlaid with a mix of favorable and unfavorable developments. The
favorable news came in two forms: higher income from tax-free investments
and a shrinking supply of bonds. While the 1993 municipal market featured
declining interest rates and a heavy supply of bonds due to a record number
of refinancings, last year's market saw a significant reduction in
refinancing activity due to rising rates. New-issue volume dropped from
$292 billion in 1993 to $163 billion in 1994 -- a 44% decrease. The low
relative supply of new issues helped support municipal bond prices in an
otherwise challenging year. We expect 1995's supply to be even lower than
last year's, some $135 billion, which should also help bolster prices.

(BAR CHART TITLE)   Supply of New Municipal Issues (in billions)
(CHART DATA)
<TABLE>
<CAPTION>
<S>            <C>
   1993         292
   1994         163
   1995         135*
</TABLE>

*Estimated

     On the unfavorable list of developments was the Orange County,
California, financial crisis, which occurred after the county's investment
fund sustained significant losses. In short, Orange County's investment
fund managers had borrowed heavily in recent years to purchase bonds in the
belief that long-term interest rates would continue to decline -- even
during 1994 when rates were on the rise. We are pleased to report that
Scudder Managed Municipal Bonds held no direct or indirect investments in
Orange County when the County declared bankruptcy. The crisis therefore had
no major impact on the Fund, other than temporarily pushing down the prices
of California municipal bonds in general.

     Another challenge for the municipal market in 1994 was the impact of a
recent tax law provision that caused municipal bond funds to owe income
taxes on certain bonds purchased at prices below par (or face value).
Municipal bonds priced at par or at a discount to par have since become
less attractive to tax-wary investors. On the other hand, bonds priced at a
premium are now more attractive to many investors than they were
previously. We are currently working to keep the provision's impact on
Scudder's tax-free portfolios to a minimum.

Portfolio Review

     Scudder Managed Municipal Bonds' overall investment strategy hasn't
changed, despite the challenges of the past year. In conjunction with our
primary goals -- maximizing the Fund's yield while maintaining as much price
stability as possible -- we have continued to purchase high-grade,
longer-term municipal bonds. On December 31, bonds with effective
maturities between 10 and 20 years represented approximately 56% of the
Fund's portfolio. We believe bonds in this maturity range offer attractive
value, providing nearly as much yield as bonds with longer (30-year)
maturities -- and with less price volatility. Also, we are in the process of
making some shifts in maturity structure to de-emphasize shorter-term bonds
in the coming months, especially those in the three- to seven-year range.
If interest rates do rise further in 1995, these bonds will be impacted
most strongly.

     Diversification among our holdings remains an important strategy for
Scudder Managed Municipal Bonds, because it allows us to spread the
portfolio's risk over a large number of geographic areas, bond sectors, and
maturities. The Fund held securities issued in 29 states plus the District
of Columbia as of December 31, 1994. In addition, Fund assets were
distributed among electric utility revenue bonds, general obligation bonds,
lease rentals, and several other sectors. And portfolio quality remains
high, with approximately 73% of Fund assets rated AAA, AA, or the
equivalent. In fact, the Fund does not hold any bonds rated below
investment grade. Securities are rated by Standard & Poor's, Moody's
Investors Service, Fitch Investors Service, or assigned an equivalent
rating by Scudder. The Portfolio Summary on page 5 provides more
information about the Fund's holdings, including quality, maturity, and
sector representation.

     Call protection also remains part of our long-term strategy for the
Fund. When long-term interest rates on municipal bonds are declining, as
they were in the three years prior to 1994, we believe it is important that
a significant portion of the Fund's bonds be protected from being called in
by their issuers before maturity. (Generally, a bond is called in by its
issuer so that it can be refinanced at a lower prevailing rate.) We feel
our call-protection strategy provides a more reliable income stream than
would exist if the portfolio held significant amounts of high-yielding
bonds that could be called in before their stated maturity date. In the
current environment of rising rates, we continue to rely on call-protected
bonds for their more stable characteristics, and because at present we
believe they represent good value.

Outlook for 1995

     We believe a combination of continued economic growth and restrained
inflation will characterize 1995. Even so, the Federal Reserve will be
watching carefully for economic statistics that carry additional
inflationary warning signs. As of this writing, the Fed seems prepared to
increase short-term interest rates one or two more times in 1995 as needed.
Additional Fed actions increase the likelihood that economic growth will be
subdued as early as 1996 -- a scenario that historically has boded well for
bonds. Though there is room in 1995 for short- and intermediate-term rates
to rise further, we believe long-term interest rates will stabilize and
remain within a fairly tight range for most of this year. Such an
environment would enable the Fund to capture higher long-term tax-free bond
yields with less share price volatility than was the case last year. Our
strategy reflects our ongoing commitment to seek high relative tax-free
income and competitive total returns.

Sincerely,

Your Portfolio Management Team

/s/Donald C. Carleton    /s/Philip G. Condon
Donald C. Carleton       Philip G. Condon

Scudder Managed Municipal Bonds: A Team Approach to Investing

     Scudder Managed Municipal Bonds is managed by a team of Scudder
investment professionals who each play an important role in the Fund's
management process. Team members work together to develop investment
strategies and select securities for the Fund's portfolio. They are
supported by Scudder's large staff of economists, research analysts,
traders, and other investment specialists who work in our offices across
the United States and abroad. We believe our team approach benefits Fund
investors by bringing together many disciplines and leveraging Scudder's
extensive resources.

     Lead Portfolio Manager Donald C. Carleton has had responsibility for
Scudder Managed Municipal Bonds' day-to-day operations since 1986 and
joined Scudder in 1983. Don, who has more than 25 years of experience in
the investment industry, also serves as Lead Portfolio Manager for Scudder
Medium Term Tax Free Fund and as a Portfolio Manager of Scudder California
and New York Tax Free Funds and Scudder Tax Free Money Fund. Philip G.
Condon, Portfolio Manager, became a member of the team in 1988 and has
worked at Scudder since 1983. Phil, who has more than 15 years of
experience in municipal investing, also is Lead Portfolio Manager of
Scudder High Yield Tax Free Fund and Scudder Massachusetts Tax Free Fund,
and is a Portfolio Manager of Scudder Ohio and Pennsylvania Tax Free Funds.


<PAGE>

<TABLE>
SCUDDER MANAGED MUNICIPAL BONDS
INVESTMENT PORTFOLIO  as of December 31, 1994
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                         Unaudited
                                                                                         ---------
                                                                             Principal     Credit        Market
                                                                             Amount ($)   Rating (c)    Value ($)
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>      <C>
0.5%                    SHORT-TERM MUNICIPAL INVESTMENTS
                        -----------------------------------------------------------------------------------------
CALIFORNIA              Southern California Public Power Authority,
                          Power Project Revenue Refunding, Palo Verde,
                          Auction Reset, 3.5%, 7/1/12* (b) (d)
                          (Cost $3,350,000) . . . . . . . . . . . . . . .       3,350,000      AAA      3,350,000
                                                                                                      -----------
99.5%                   LONG-TERM MUNICIPAL INVESTMENTS
                        -----------------------------------------------------------------------------------------
ALASKA                  North Slope Borough, AK, General Obligation:
                         Series B, Zero Coupon, 1/1/03 (d)  . . . . . . .       8,000,000      AAA      4,878,085
                         Series B, Zero Coupon, 6/30/04 (d)   . . . . . .      15,000,000      AAA      8,230,948
                         Series B, Zero Coupon, 6/30/05 (d)   . . . . . .      18,200,000      AAA      9,341,878
                         Series I, 6.6%, 6/30/96 (d)  . . . . . . . . . .       1,000,000      AAA      1,017,320

ARIZONA                 Maricopa County, AZ, School District #28,
                          Kyrene Elementary School, Series B,
                          Zero Coupon, 1/1/06 (d) . . . . . . . . . . . .       4,905,000      AAA      2,434,695
                        Paradise Valley, AZ, Unified School District #69,
                         Maricopa County, Zero Coupon, 7/1/02 (d)   . . .       2,100,000      AAA      1,344,966

ARKANSAS                Arkansas Development Finance Authority,
                          Single Family Mortgage Revenue, Series B,
                          7.7%, 12/1/14 . . . . . . . . . . . . . . . . .       2,870,000      A        2,909,175

CALIFORNIA              California General Obligation:
                         6.25%, 10/1/07 (d)   . . . . . . . . . . . . . .       4,000,000      AAA      4,027,440
                         6.25%, 4/1/08 (d)  . . . . . . . . . . . . . . .       5,000,000      AAA      4,999,300
                         6.6%, 2/1/09 (d)   . . . . . . . . . . . . . . .      15,600,000      AAA     15,972,996
                        California Housing Finance Agency, Multi-Unit
                         Rental Housing, Series A, 7.7%, 8/1/10   . . . .       1,000,000      A        1,053,890
                        California State Public Works Board Lease Revenue:
                         Department of Corrections, Del Norte/Imperial,
                           Series C, 4.875%, 12/1/06 (d)  . . . . . . . .      10,250,000      AAA      8,805,980
                         Regents of The University of California,
                           Series A, 5.5%, 6/1/14 . . . . . . . . . . . .       9,350,000      A        7,829,036
                        California Statewide Community Development
                         Corporation, Certificate of Participation,
                         Lutheran Homes, 5.5%, 11/15/08   . . . . . . . .       2,250,000      A        1,953,247
</TABLE>

The accompanying notes are an integral part of the financial statements.



                

<PAGE>

<TABLE>
                                                                                                   INVESTMENT PORTFOLIO
 ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                   Unaudited
                                                                                                   ---------    
                                                                                      Principal     Credit       Market
                                                                                      Amount ($)   Rating (c)   Value ($)
- -------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                             <C>            <C>      <C>
                        Los Angeles County, CA, Certificate of Participation,
                         Disney Package:
                           Zero Coupon, 9/1/07  . . . . . . . . . . . . . . . .         4,030,000      A        1,644,764
                           Zero Coupon, 9/1/09  . . . . . . . . . . . . . . . .         5,425,000      A        1,895,007
                        Los Angeles County, CA, Public Works Financing
                         Authority, Capital Construction, 5%, 3/1/06. . . . . .         5,850,000      AA       5,168,826
                        San Joaquin, CA, Certificate of Participation,
                         County Public Facilities Project, 5.5%, 11/15/13 (d) .         3,895,000      AAA      3,316,748
                        San Jose, CA, Redevelopment Agency, Merged
                         Area Redevelopment Project, Tax Allocation, 6%,
                         8/1/08 (d)   . . . . . . . . . . . . . . . . . . . . .         1,500,000      AAA      1,461,870

COLORADO                Colorado Housing Finance Authority Revenue,
                          Series A:
                           8.1%, 10/1/05  . . . . . . . . . . . . . . . . . . .         2,030,000      AA       2,252,346
                           8.15%, 10/1/06 . . . . . . . . . . . . . . . . . . .         2,145,000      AA       2,384,983
                           8.25%, 10/1/10 . . . . . . . . . . . . . . . . . . .         1,940,000      AA       2,141,197
                           8.25%, 10/1/11 . . . . . . . . . . . . . . . . . . .         1,680,000      AA       1,848,874
                           8.25%, 10/1/12 . . . . . . . . . . . . . . . . . . .         1,945,000      AA       2,134,307
                        Colorado Housing Finance Authority Revenue,
                         Multi-Family Mortgage, Series A:
                           8.2%, 10/1/08  . . . . . . . . . . . . . . . . . . .         2,510,000      AA       2,788,610
                           8.2%, 10/1/09  . . . . . . . . . . . . . . . . . . .         2,725,000      AA       3,008,209
                           8.15%, 10/1/07 . . . . . . . . . . . . . . . . . . .         2,320,000      AA       2,578,054
                        Colorado Tax and Revenue Anticipation Note,
                         4.5%, 6/27/95  . . . . . . . . . . . . . . . . . . . .         3,500,000      MIG1     3,495,765
                        Denver, CO, City and County Airport Revenue,
                         8.875%, 8/1/15   . . . . . . . . . . . . . . . . . . .         1,200,000      BBB      1,220,280

CONNECTICUT             Connecticut Development Authority, Airport Facilities,
                          Windsor Locks Hotel, Series A, 5.8%, 10/1/25. . . . .         3,000,000      AA       2,990,430

DISTRICT OF COLUMBIA    District of Columbia, Certificate of Participation,
                          Series 1993, 6.875%, 1/1/03 . . . . . . . . . . . . .         2,500,000      BBB      2,461,625
                        District of Columbia, General Obligation:
                         Series B, Zero Coupon, 6/1/03 (d)  . . . . . . . . . .         2,000,000      AAA      1,183,680
                         5.3%, 6/1/05 (d)   . . . . . . . . . . . . . . . . . .         1,350,000      AAA      1,207,939
                         Series A,5.875%, 6/1/05 (d)  . . . . . . . . . . . . .         3,300,000      AAA      3,147,837
                         Series B, 5.5%, 6/1/07 (d)   . . . . . . . . . . . . .         1,000,000      AAA        910,050

FLORIDA                 Dade County, FL, Aviation Department,
                          Series K, 9.6%, 10/1/05 . . . . . . . . . . . . . . .         2,500,000      A        2,506,800
                        Florida Housing Finance Revenue, Home
                         Ownership Mortgage Revenue, GNMA Backed, "A",
                         8.595%, 8/1/95   . . . . . . . . . . . . . . . . . . .         3,020,000      AAA      3,110,600
</TABLE>





The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
SCUDDER MANAGED MUNICIPAL BONDS
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                             Unaudited
                                                                                             ---------
                                                                               Principal      Credit        Market
                                                                               Amount ($)     Rating (c)    Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                      <C>             <C>      <C>
GEORGIA                 Burke County, GA, Development Authority, Pollution
                          Control Revenue, Ogelthorpe Power Corp.,
                          Vogtle Project, 7.7%, 1/1/06 (d)  . . . . . . . . .    11,000,000      AAA      12,312,520
                        Monroe County, GA, Development Authority,
                         Pollution Control, Ogelthorpe Power Corporation,
                         Scherer Project, 6.7%, 1/1/09  . . . . . . . . . . .     3,255,000      AA        3,260,826
                        Municipal Electric Authority of Georgia,
                         Power Revenue:
                           Series V, 6.5%, 1/1/12 . . . . . . . . . . . . . .     5,000,000      AA        5,005,100
                           4th Crossover, Series X, Project #1, 6.5%, 1/1/12.     3,500,000      AA        3,408,790

HAWAII                  City and County of Honolulu, HI, General Obligation,
                          Series 1990 A,Refunding Bond, 7.25%, 7/1/02 . . . .     1,500,000      AA        1,629,810

ILLINOIS                Central Lake County, IL, Joint Action Water System
                          Revenue, Zero Coupon, 5/1/04 (d)  . . . . . . . . .     2,445,000      AAA       1,370,398
                        Chicago, IL, General Obligation, Emergency
                         Telephone System, 5.6%, 1/1/09 (d)   . . . . . . . .     7,200,000      AAA       6,505,920
                        Chicago, IL, General Obligation Lease, Board of
                         Education, Series A, 6.25%, 1/1/15 (d)   . . . . . .     2,725,000      AAA       2,599,568
                        Chicago, IL, Motor Fuel Tax Revenue,
                         5.375%, 1/1/14 (d)   . . . . . . . . . . . . . . . .     5,000,000      AAA       4,260,500
                        Chicago, IL, Public Building Commission, Building
                         Revenue, Series A:
                           5.25%, 12/1/07 (d) . . . . . . . . . . . . . . . .     5,000,000      AAA       4,467,050
                           5.25%, 12/1/08 (d) . . . . . . . . . . . . . . . .     2,655,000      AAA       2,336,134
                        Chicago, IL, Wastewater Transmission,
                         5.375%, 1/1/13 (d)   . . . . . . . . . . . . . . . .     2,000,000      AAA       1,728,980
                        Du-Page, IL, Industrial Development Revenue,
                         Weyerhaeuser Company Project, Series 1983,
                         8.65%, 11/1/08   . . . . . . . . . . . . . . . . . .     3,600,000      NR        3,705,984
                        Illinois Development Finance Authority Refunding                                  
                         Revenue, Commonwealth Edison Company,
                         5.85%, 1/15/14   . . . . . . . . . . . . . . . . . .     5,000,000      BBB       4,206,050
                        Illinois Educational Facilities Authority,              
                         Loyola University, Zero Coupon, 7/1/05 (d) . . . . .     3,100,000      AAA       1,599,879
                        Illinois Health Facilities Authority:
                         Delnor Community Hospital, 5.5%, 5/15/13 (d) . . . .     1,500,000      AAA       1,297,020
                         Memorial Medical Center-Springfield,
                           5.25%, 10/1/09 (d) . . . . . . . . . . . . . . . .     1,000,000      AAA         859,450
                        Illinois State Sales Tax Revenue, Series P,
                         6.5%, 6/15/13  . . . . . . . . . . . . . . . . . . .     2,100,000      AAA       2,055,795
</TABLE>





The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
                                                                                          INVESTMENT PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                         Unaudited
                                                                                        ----------
                                                                            Principal     Credit       Market
                                                                            Amount ($)   Rating (c)   Value ($)
- ---------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                 <C>             <C>     <C>
                        Northern Illinois University, Board of Regents,
                         Series 1992, Zero Coupon:
                           4/1/05 (d) . . . . . . . . . . . . . . . . . .    1,865,000      AAA        977,782
                           10/1/05 (d)  . . . . . . . . . . . . . . . . .    1,865,000      AAA        947,457
                           4/1/06 (d) . . . . . . . . . . . . . . . . . .    1,865,000      AAA        911,108
                           10/1/06 (d)  . . . . . . . . . . . . . . . . .    1,865,000      AAA        882,555
                           4/1/07 (d) . . . . . . . . . . . . . . . . . .    1,865,000      AAA        847,829
                           10/1/07 (d)  . . . . . . . . . . . . . . . . .    1,865,000      AAA        820,973
                        Northwest Suburban Municipal Joint Action Water
                         Agency, IL, ETM, 6.5%, 5/1/15**  . . . . . . . .    2,000,000      AAA      1,966,560
                        Oak Lawn, IL, Water and Sewer Revenue,
                         Series A, Zero Coupon:
                           10/1/03 (d)  . . . . . . . . . . . . . . . . .    1,295,000      AAA        758,352
                           10/1/04 (d)  . . . . . . . . . . . . . . . . .    1,295,000      AAA        707,316
                           10/1/05 (d)  . . . . . . . . . . . . . . . . .    1,295,000      AAA        657,886
                           10/1/06 (d)  . . . . . . . . . . . . . . . . .    1,295,000      AAA        612,820
                        Rosemont, IL, Zero Coupon:
                         Tax Increment, 12/1/04 (d)   . . . . . . . . . .    6,000,000      AAA      3,243,480
                         Tax Increment-3, Series C, 12/1/05 (d)   . . . .    7,060,000      AAA      3,549,203
                        State University Retirement System, IL, Special
                         Revenue, Zero Coupon, 10/1/05 (d)  . . . . . . .    7,000,000      AAA      3,556,140
                        University of Chicago, IL, Hospital Refunding,
                         5.5%, 8/15/08 (d)  . . . . . . . . . . . . . . .    2,500,000      AAA      2,242,700
                        Will County, IL, School District #201-U, Crete 
                         Monee, Zero Coupon, 12/15/06 (d) . . . . . . . .    3,725,000      AAA      1,739,799
                        Winnebago County, IL, School District #122:
                         6.55%, 6/1/09 (d)  . . . . . . . . . . . . . . .    1,675,000      AAA      1,695,150
                         6.55%, 6/1/10 (d)  . . . . . . . . . . . . . . .    1,825,000      AAA      1,837,173

INDIANA                 Indiana Health Facilities Finance Authority, 
                         Hospital Revenue, Ancilla Systems Inc., 
                         Series A, 6%,  7/1/18 (d)  . . . . . . . . . . .    3,965,000      AAA      3,591,100
                        Indiana Municipal Power Agency, Power Supply
                         System, Series B:
                           6%, 1/1/12 (d) . . . . . . . . . . . . . . . .    1,750,000      AAA      1,647,047
                           5.5%, 1/1/16 (d) . . . . . . . . . . . . . . .   24,860,000      AAA     21,447,717
                        Indiana Transportation Finance Authority, Highway
                         Revenue, Series A:
                           5.75%, 6/1/12 (d)  . . . . . . . . . . . . . .    5,000,000      AAA      4,544,300
                           5.25%, 6/1/15 (d)  . . . . . . . . . . . . . .   10,330,000      AAA      8,625,653
                        Porter County, IN, Hospital Authority, Porter
                         Memorial Hospital, Series 1993:
                           5.3%, 6/1/06 (d) . . . . . . . . . . . . . . .    1,570,000      AAA      1,437,445
                           5.4%, 6/1/07 (d) . . . . . . . . . . . . . . .    1,660,000      AAA      1,509,886
                           5.4%, 6/1/08 (d) . . . . . . . . . . . . . . .    1,750,000      AAA      1,569,155
</TABLE>





The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER MANAGED MUNICIPAL BONDS
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                Unaudited
                                                                                             ---------------
                                                                                 Principal       Credit          Market
                                                                                Amount ($)      Rating (c)      Value ($)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                     <C>             <C>             <C>
LOUISIANA               Bastrop, LA, Industrial Development Board Pollution
                         Control Revenue, International Paper Company
                         Project, 6.9%, 3/1/07  . . . . . . . . . . . . . . .   16,750,000      A               17,204,931
                        New Orleans, LA, General Obligation, Zero Coupon:
                         9/1/05 (d)   . . . . . . . . . . . . . . . . . . . .    7,500,000      AAA              3,862,050
                         9/1/06 (d)   . . . . . . . . . . . . . . . . . . . .   15,775,000      AAA              7,572,947
                        West Feliciana Parish, LA, Pollution Control
                         Revenue, Gulf States Utility Project,
                         Series A, 10.625%, 5/1/14  . . . . . . . . . . . . .    6,500,000      AA               6,715,410

MAINE                   Maine Housing Authority, Mortgage Purchase
                         Revenue, 1987 Series A2, 7.65%, 11/15/15 . . . . . .    2,345,000      A                2,372,061

MARYLAND                Northeast Maryland Waste Disposal Authority,
                         Southwest Resource Recovery System Revenue:
                           6.85%, 1/1/99 (d)  . . . . . . . . . . . . . . . .    1,925,000      AAA              2,008,064
                           6.9%, 1/1/00 (d) . . . . . . . . . . . . . . . . .    3,195,000      AAA              3,345,708
                           7.2%, 1/1/06 (d) . . . . . . . . . . . . . . . . .    3,440,000      AAA              3,699,961
                           7.2%, 1/1/07 (d) . . . . . . . . . . . . . . . . .    3,390,000      AAA              3,618,350

MASSACHUSETTS           Lowell, MA, Bond Anticipation Note,
                         4.625%, 3/1/95 . . . . . . . . . . . . . . . . . . .    2,550,000      AA               2,551,071
                        Massachusetts Bay Transportation Authority,
                         General Transportation System:
                           5.25%, 3/1/06 (d)  . . . . . . . . . . . . . . . .    7,500,000      AAA              6,868,950
                           6.2%, 3/1/16 . . . . . . . . . . . . . . . . . . .    2,500,000      A                2,359,375
                        Massachusetts College Building Authority, Series A:
                         7.5%, 5/1/10   . . . . . . . . . . . . . . . . . . .    4,110,000      A                4,433,827
                         7.5%, 5/1/14   . . . . . . . . . . . . . . . . . . .    3,750,000      A                4,119,450
                        Massachusetts General Obligation:
                         6.5%, 5/1/05 (d)   . . . . . . . . . . . . . . . . .    1,000,000      AAA              1,020,630
                         Series B, 5.3%, 11/1/06 (d)  . . . . . . . . . . . .    4,000,000      AAA              3,663,200
                        Massachusetts Port Authority, Series B,
                         9.375%, 7/1/15   . . . . . . . . . . . . . . . . . .    1,155,000      AA               1,201,061
                        Massachusetts Water Resource Authority:
                         Series A, 6.5%, 7/15/09  . . . . . . . . . . . . . .    7,625,000      A                7,589,239
                         Series A, 6.5%, 7/15/19  . . . . . . . . . . . . . .   13,445,000      A               12,981,685
                         Series C, 6%, 12/1/11  . . . . . . . . . . . . . . .   10,000,000      A                9,344,900
                        New England Education Loan Marketing Corporation,
                         Student Loan Revenue Refunding,
                         Series F, 4.75%, 7/1/98  . . . . . . . . . . . . . .    5,000,000      A                4,744,500

MICHIGAN                Michigan Strategic Fund, Limited Obligation,
                         Revenue Refunding, Ford Motor Company Project,
                         Series A, 7.1%, 2/1/06 . . . . . . . . . . . . . . .    3,000,000      A                3,104,430
</TABLE>


The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
                                                                                             INVESTMENT PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                            Unaudited
                                                                                            ---------
                                                                                Principal     Credit       Market
                                                                               Amount ($)   Rating (c)   Value ($)
- ------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                    <C>             <C>      <C>
MONTANA                 Montana Board of Housing, Single-Family Program,
                          Federally Insured or Guaranteed Mortgage Loans,
                          Zero Coupon, 6/1/10 . . . . . . . . . . . . . . .    27,940,000      AA       5,484,902

NEVADA                  Nevada Housing Division:
                         Series A, Zero Coupon, 10/15/96  . . . . . . . . .    43,320,000      AA       4,151,356
                         Single Family Program, Series R, 5.95%, 4/1/05 . .     5,005,000      AA       4,760,155

NEW YORK                Metropolitan Transportation Authority of New York,
                          Transit Facilities Revenue:
                           7%, 7/1/02 . . . . . . . . . . . . . . . . . . .     1,595,000      BBB      1,670,603
                           Service Contract, Series O, 5.75%, 7/1/13  . . .     6,775,000      BBB      5,903,667
                        New York City, General Obligation:
                         Series A, 6.37%, 8/1/04  . . . . . . . . . . . . .     5,000,000      A        4,886,050
                         Series B, 7.1%, 2/1/97   . . . . . . . . . . . . .     2,695,000      A        2,754,694
                         Series D, 7%, 8/1/02   . . . . . . . . . . . . . .     3,000,000      A        3,054,960
                         Series D, 7%, 8/1/02 (d)   . . . . . . . . . . . .     3,250,000      AAA      3,450,330
                         Series E, 5.5%, 8/1/05   . . . . . . . . . . . . .     6,000,000      A        5,392,560
                         Series G, 5.25%, 8/1/03  . . . . . . . . . . . . .     1,250,000      A        1,115,000
                         Series H, 7.2%, 8/1/01 (d)   . . . . . . . . . . .     2,260,000      AAA      2,453,230
                         Series H, 5.8%, 8/1/04   . . . . . . . . . . . . .     5,000,000      A        4,651,750
                         Series H, 7%, 2/1/05   . . . . . . . . . . . . . .     4,000,000      A        4,069,400
                        New York State Development Corporation,
                         Correctional Facilities Revenue Refunding,
                         Series A, 5.4%, 1/1/06   . . . . . . . . . . . . .     1,000,000      BBB        891,350
                        New York State Dormitory Authority:
                         City University System, Consolidated Revenue:
                           Series A, 5.75%, 7/1/06  . . . . . . . . . . . .     9,000,000      BBB      8,342,280
                           Series E, 5.75%, 7/1/06  . . . . . . . . . . . .     5,255,000      BBB      4,870,965
                         College and University Pooled Capital Program,
                           7.8%, 12/1/05 (d)  . . . . . . . . . . . . . . .     4,955,000      AAA      5,344,067
                         State University Educational Facility Revenue:
                           Series A, 5.375%, 5/15/07 (d)  . . . . . . . . .     5,000,000      AAA      4,576,100
                           Series B, 5.25%, 5/15/10 (d) . . . . . . . . . .     5,000,000      AAA      4,342,800
                        New York State Medical Care Facilities, Finance
                         Agency Revenue, Mount Sinai Hospital, Series 1983,
                         5.95%, 8/15/09   . . . . . . . . . . . . . . . . .     5,870,000      AAA      5,796,273
                        New York State Mortgage Agency Revenue, Home
                         Owner Mortgage, Series 00, 7.9%, 10/1/98   . . . .       415,000      AA         419,698
                        New York State Urban Development Corporation
                         Lease Revenue, Correctional Facilities, Series A:
                           5.3%, 1/1/05 . . . . . . . . . . . . . . . . . .     2,625,000      BBB      2,342,629
                           5.4%, 1/1/06 . . . . . . . . . . . . . . . . . .     5,000,000      BBB      4,456,750
                           5.45%, 1/1/07  . . . . . . . . . . . . . . . . .     6,475,000      BBB      5,736,526
                           5.1%, 1/1/08 . . . . . . . . . . . . . . . . . .     6,735,000      AAA      5,872,987
</TABLE>





The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
SCUDDER MANAGED MUNICIPAL BONDS
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                            Unaudited
                                                                                            ---------
                                                                               Principal    Credit       Market
                                                                               Amount ($)   Rating (c)   Value ($)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>            <C>      <C>
NORTH CAROLINA          North Carolina Eastern Municipal Power Agency:
                         Series A, 6.5%, 1/1/18   . . . . . . . . . . . .      4,000,000      A        3,645,840
                         Series C, 7%, 1/1/07   . . . . . . . . . . . . .      7,965,000      A        8,035,729
                        North Carolina Municipal Power Agency #1,
                         Catawba Electric Refunding Revenue:
                           5.25%, 1/1/09  . . . . . . . . . . . . . . . .      8,500,000      A        7,377,660
                           6.25%, 1/1/17  . . . . . . . . . . . . . . . .      2,700,000      A        2,502,819
                           5%, 1/1/18 (d) . . . . . . . . . . . . . . . .      7,805,000      AAA      6,220,975

RHODE ISLAND            Rhode Island Convention Center Authority,
                          Refunding Revenue, 1993 Series B,
                          5.25%, 5/15/15 (d)  . . . . . . . . . . . . . .      2,250,000      AAA      1,861,785
                        Rhode Island Housing and Mortgage Finance Corp.,
                         Home Ownership Opportunity Bond, Series 2,
                         7.5%, 9/1/95   . . . . . . . . . . . . . . . . .      2,690,000      AA       2,704,418

SOUTH CAROLINA          Piedmont Municipal Power Agency, SC, Electric
                          Revenue, 5.5%, 1/1/10 (d) . . . . . . . . . . .      2,600,000      AAA      2,316,600

TENNESSEE               Knox County, TN, Health, Education and Housing
                          Facilities Board, Fort Sanders Alliance,
                          7.25%, 1/1/09 (d) . . . . . . . . . . . . . . .      3,250,000      AAA      3,515,492

TEXAS                   Austin TX, Utility System Revenue Refunding,
                           Series A, Zero Coupon, 5/15/03 (d) . . . . . .      2,890,000      AAA      1,743,219
                        Dallas Fort Worth, International Airport, TX,
                         Revenue, Series A:
                           7.8%, 11/1/07 (d)  . . . . . . . . . . . . . .      2,390,000      AAA      2,690,065
                           7.375%, 11/1/09 (d)  . . . . . . . . . . . . .      4,500,000      AAA      4,837,905
                           7.375%, 11/1/11 (d)  . . . . . . . . . . . . .      5,000,000      AAA      5,333,950
                        Harris County, TX, Toll and Sub Lien, Series A,
                         Zero Coupon, 8/15/04 (d)   . . . . . . . . . . .      4,050,000      AAA      2,246,373
                        Harris County, Texas, Toll Road Revenue,
                         Subordinate Lien, General Obligation, Series A,
                         6.5%, 8/15/13 (d)  . . . . . . . . . . . . . . .      4,000,000      AAA      3,982,520
                        Houston, TX, Water and Sewer System Authority,
                         Zero Coupon, 12/1/07 (d)   . . . . . . . . . . .      3,400,000      AAA      1,495,626
                        Houston, TX, Water Conveyance System Contract,
                         Certificate of Participation, Series J, 6.125%,
                         12/15/05 (d)   . . . . . . . . . . . . . . . . .      2,500,000      AAA      2,502,850
                        Lower Colorado River Authority, TX, Revenue
                         Refunding, Zero Coupon, 1/1/03 (d)   . . . . . .      8,900,000      AAA      5,490,410
                        San Antonio, TX, Airport Systems Revenue
                         Refunding, 7%, 7/1/02 (d)  . . . . . . . . . . .      1,695,000      AAA      1,811,972
                        San Antonio, TX, Electric and Gas, Revenue      
                         Refunding, Series A, Zero Coupon, 2/1/05 (d) . .      7,000,000      AAA      3,763,480
</TABLE>





The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
                                                                                           INVESTMENT PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                            Unaudited
                                                                                            ---------
                                                                                Principal     Credit       Market
                                                                                Amount ($)   Rating (c)   Value ($)
- ------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                    <C>             <C>     <C>
UTAH                    Intermountain Power Agency, UT, Power Supply
                          Revenue:
                           Series C, 5.25%, 7/1/14  . . . . . . . . . . . . .   4,000,000      AA       3,320,640
                           Series I, Crossover Refunded, 9%, 7/1/19 . . . . .   2,175,000      AA       2,248,145
                        Salt Lake City, UT, Hospital Revenue,
                         Intermountain Health Care, Series 1992,
                         Inversed Inflow, 5.46%, 2/15/12***   . . . . . . . .   1,500,000      AA       1,318,440

VIRGINIA                Virginia Beach, VA, Development Authority, Virginia
                          Beach General Hospital Project,
                          5.125%, 2/15/18 (d) . . . . . . . . . . . . . . . .   3,000,000      AAA      2,409,330

WASHINGTON              Washington Healthcare Facilities Authority:
                         Empire Health Services-Spokane,
                           5.8%, 11/1/08 (d)  . . . . . . . . . . . . . . . .   3,865,000      AAA      3,613,466
                         Franciscan Health System-St. Joseph's/Tacoma:
                           5.4%, 1/1/07 (d) . . . . . . . . . . . . . . . . .   2,000,000      AAA      1,831,080
                           5.4%, 1/1/08 (d) . . . . . . . . . . . . . . . . .   2,645,000      AAA      2,387,932
                         Sisters of St. Joseph of Peace, 5.3%, 3/1/09 (d) . .   4,315,000      AAA      3,778,085
                        Washington Public Power Supply System,
                         Nuclear Project #1, Revenue Refunding:
                           Series A, 7.15%, 7/1/02 (d)  . . . . . . . . . . .   2,550,000      AAA      2,706,340
                           Series A, Zero Coupon, 7/1/07 (d)  . . . . . . . .   8,570,000      AAA      3,833,704
                           Series A, 7%, 7/1/11 . . . . . . . . . . . . . . .   4,725,000      AA       4,765,966
                           Series B, 7.25%, 7/1/09  . . . . . . . . . . . . .  11,350,000      AA      11,763,026
                           Series B, 5.5%, 7/1/06 . . . . . . . . . . . . . .   4,915,000      AA       4,447,240
                        Washington Public Power Supply System,
                         Nuclear Project #2, Refunding Revenue:
                           Series A, 7.25%, 7/1/06  . . . . . . . . . . . . .   7,000,000      AA       7,420,630
                           Series A, 6%, 7/1/07 . . . . . . . . . . . . . . .   7,000,000      AA       6,646,220
                           Series B, 5.5%, 7/1/06 . . . . . . . . . . . . . .   4,000,000      AA       3,619,320
                           Series B, 7%, 7/1/12 . . . . . . . . . . . . . . .  11,385,000      AA      11,417,675
                           Series C, 7.2%, 7/1/99 . . . . . . . . . . . . . .   5,000,000      AA       5,239,550
                        Washington Public Power Supply System,
                         Nuclear Project #3, Refunding Revenue:
                           Series A, Zero Coupon, 7/1/06 (d)  . . . . . . . .   1,380,000      AAA        663,518
                           Series B, 7.2%, 7/1/99 . . . . . . . . . . . . . .   1,000,000      AA       1,047,910
                           Series B, Prerefunded, 7.25%, 1/1/00 (e) . . . . .   5,000,000      AAA      5,417,600
                           Series B, Zero Coupon, 7/1/02 (d)  . . . . . . . .  11,925,000      AAA      7,593,124
                           Series B, 7.375%, 7/1/04 . . . . . . . . . . . . .     750,000      AA         796,672
                           Series B, Zero Coupon, 7/1/06 (d)  . . . . . . . .   5,555,000      AAA      2,666,511
                           Series B, 5.5%, 7/1/06 . . . . . . . . . . . . . .  10,160,000      AA       9,193,073
                           Series B, 5.65%, 7/1/08  . . . . . . . . . . . . .   3,000,000      AA       2,698,350
                           Series C, 5%, 7/1/06 . . . . . . . . . . . . . . .  10,000,000      AA       8,508,500
</TABLE>





The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER MANAGED MUNICIPAL BONDS
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                      Unaudited
                                                                                                      ---------
                                                                                      Principal         Credit           Market
                                                                                     Amount ($)       Rating (c)        Value ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                          <C>                 <C>          <C> 
WISCONSIN               Green Bay, WI, Industrial Development Revenue,
                         Weyerhaeuser Company Project,
                         Series A, 9%, 9/1/06 . . . . . . . . . . . . . . . . .      1,700,000           A              1,731,008
                        Wisconsin Health and Educational Facilities Authority:
                         Lutheran Hospital, Lacrosse, L. Benevolent,
                          5.6%, 2/15/09 (d) . . . . . . . . . . . . . . . . . .      2,000,000           AAA            1,780,820
                         Hospital Sisters Services Inc., Obligated Group:
                          5.25%, 6/1/10 (d) . . . . . . . . . . . . . . . . . .      3,250,000           AAA            2,764,905
                          5.375%, 6/1/13 (d)  . . . . . . . . . . . . . . . . .      1,500,000           AAA            1,275,885

WYOMING                 Wyoming Community Development Authority,
                         Single Family Mortgage, 5.85%, 6/1/13  . . . . . . . .      3,000,000           AA             2,681,280
                                                                                                                      -----------
                        TOTAL LONG-TERM MUNICIPAL INVESTMENTS
                         (Cost $705,704,341)  . . . . . . . . . . . . . . . . .                                       691,432,632
                                                                                                                      -----------
- ------------------------------------------------------------------------------------------------------------------------------------
                        TOTAL INVESTMENT PORTFOLIO -- 100.0%
                         (Cost $709,054,341) (a)  . . . . . . . . . . . . . . .                                       694,782,632
                                                                                                                      ===========

        (a)  The cost for federal income tax purposes was $709,054,341. At December 31, 1994, net unrealized depreciation for all
             securities  based on tax cost was $14,271,709. This consisted of aggregate gross unrealized appreciation for all 
             securities in which there was an excess of market value over tax cost of $14,571,264 and aggregate gross unrealized 
             depreciation for all securities in which there was an excess of tax cost over market value of $28,842,973.

        (b)  At December 31, 1994 these securities, in part, have been pledged to cover initial margin requirements for open
             futures contracts.

             AT DECEMBER 31, 1994, OPEN FUTURES CONTRACTS SOLD SHORT WERE AS FOLLOWS (NOTE A):
</TABLE>

<TABLE>
<CAPTION>
                                                                  Aggregate
             Futures            Expiration    Contracts         Face Value ($)           Market Value ($)
             -------            ----------    ---------         --------------           ----------------
             <S>                <C>              <C>              <C>                      <C>
             Muni Bond Index    Mar. 1995        150              12,248,500               12,735,936

             30 Year U.S.
             Treasury Bonds     Mar. 1995        100               9,939,625                9,915,625
                                                 ---              ----------               ----------
                                                 250              22,188,125               22,651,561
                                                 ===              ==========               ==========
             Total net unrealized depreciation on open futures contracts sold short . .      (463,436)
                                                                                           ==========

        (c)  All of the securities held have been determined to be of appropriate credit quality as required by the  Fund's 
             nvestment objectives. Credit ratings are either Standard & Poor's Ratings Group, Moody's Investors Service, Inc. or 
             Fitch Investors Service, Inc.  Unrated securities (NR) have been determined to be of comparable quality to rated 
             eligible securities.

        (d)  Bond is insured by one of these companies: AMBAC, Capital Guaranty, FGIC, FSA or MBIA.
</TABLE>
                                                                                
The accompanying notes are an integral part of the financial statements.

<PAGE>
                                                          INVESTMENT PORTFOLIO
- -------------------------------------------------------------------------------


        (e)  Prerefunded:  Bonds which are prerefunded are collateralized
             by U.S. Treasury securities which are held in escrow and are
             used to pay principal and interest on tax-exempt issue and to
             retire the bonds in full at the earliest refunding date.

           * Floating rate and monthly, weekly, or daily demand notes are
             securities whose yields vary with a designated market index  or
             market rate, such as the coupon-equivalent of the Treasury bill
             rate. Variable rate demand notes are securities whose yields
             are periodically reset at levels that are generally comparable
             to tax-exempt commercial paper. These securities are payable on
             demand within seven calendar days and normally incorporate an
             irrevocable letter of credit or line of credit from a major bank.
             These notes are carried, for purposes of calculating average
             weighted maturity, at the longer of the period remaining until
             the next rate change or to the extent of the demand period.

          ** ETM: Bonds bearing the description ETM (escrowed to maturity)
             are collateralized by U.S. Treasury securities which are held
             in escrow by a trustee and used to pay principal and interest
             on bonds so designated.

         *** Inverse floating rate notes are instruments whose yields have an
             inverse relationship to benchmark interest rates. These securities
             are shown at their rates as of December 31, 1994.




The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
SCUDDER MANAGED MUNICIPAL BONDS
FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------------------------------

                      STATEMENT OF ASSETS AND LIABILITIES
- ----------------------------------------------------------------------------------------------------

DECEMBER 31, 1994
- ----------------------------------------------------------------------------------------------------
<S>                                                               <C>                  <C>
        
Investments, at market (identified cost $709,054,341)
   (Note A) . . . . . . . . . . . . . . . . . . . . . .                                $ 694,782,632
Cash  . . . . . . . . . . . . . . . . . . . . . . . . .                                      442,247
Receivables:
   Interest . . . . . . . . . . . . . . . . . . . . . .                                   13,951,764
   Investments sold . . . . . . . . . . . . . . . . . .                                   18,272,500
   Fund shares sold . . . . . . . . . . . . . . . . . .                                      629,036
   Daily variation margin on open futures contracts
      (Note A)  . . . . . . . . . . . . . . . . . . . .                                       61,171
Other assets  . . . . . . . . . . . . . . . . . . . . .                                       10,366
                                                                                       -------------
      Total assets  . . . . . . . . . . . . . . . . . .                                  728,149,716
                                                                                
LIABILITIES
Payables
   Investments purchased  . . . . . . . . . . . . . . .           $ 15,687,240
   Dividends  . . . . . . . . . . . . . . . . . . . . .              1,623,992
   Fund shares redeemed . . . . . . . . . . . . . . . .              1,889,824
   Accrued management fee (Note C)  . . . . . . . . . .                305,782
   Other accrued expenses (Note C)  . . . . . . . . . .                 94,189
                                                                   -----------  
      Total liabilities . . . . . . . . . . . . . . . .                                    19,601,027
                                                                                       --------------   
Net assets, at market value . . . . . . . . . . . . . .                                $  708,548,689
                                                                                       ==============
NET ASSETS
Net assets consist of:
   Unrealized depreciation on:
      Investments . . . . . . . . . . . . . . . . . . .                                $  (14,271,709)               
      Futures . . . . . . . . . . . . . . . . . . . . .                                      (463,436)
   Accumulated net realized loss  . . . . . . . . . . .                                    (6,673,038)
   Shares of beneficial interest  . . . . . . . . . . .                                       878,390
   Additional paid-in capital . . . . . . . . . . . . .                                   729,078,482
                                                                                       --------------   
Net assets, at market value . . . . . . . . . . . . . .                                $  708,548,689
                                                                                       ==============
NET ASSET VALUE, offering and redemption price per 
   share ($708,548,689 -:- 87,839,034 outstanding 
   shares of beneficial interest, $.01 par value, 
   unlimited number of shares authorized) . . . . . . .                                         $8.07
                                                                                                =====
</TABLE>



The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
                                                                                FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------------------------------

                            STATEMENT OF OPERATIONS
- ----------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1994
- ----------------------------------------------------------------------------------------------------
<S>                                                              <C>                   <C>
INVESTMENT INCOME
Interest  . . . . . . . . . . . . . . . . . . . . . . . .                              $  48,874,765
Expenses:
Management fee (Note C) . . . . . . . . . . . . . . . . .        $  4,119,589
Services to shareholders (Note C) . . . . . . . . . . . .             520,157
Trustees' fees (Note C) . . . . . . . . . . . . . . . . .              46,491
Custodian fees  . . . . . . . . . . . . . . . . . . . . .             192,276
Reports to shareholders . . . . . . . . . . . . . . . . .              79,956
Legal . . . . . . . . . . . . . . . . . . . . . . . . . .              24,493
Auditing  . . . . . . . . . . . . . . . . . . . . . . . .              53,368
State  registration . . . . . . . . . . . . . . . . . . .              15,157
Other . . . . . . . . . . . . . . . . . . . . . . . . . .              60,970              5,112,457
                                                                ------------------------------------
Net investment income . . . . . . . . . . . . . . . . . .                                 43,762,308
                                                                                       -------------    
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENT TRANSACTIONS
Net realized gain (loss) from:
   Investments  . . . . . . . . . . . . . . . . . . . . .          (2,021,424)
   Futures  . . . . . . . . . . . . . . . . . . . . . . .             181,861             (1,839,563)
                                                                -------------
Net unrealized depreciation during
the period on:
   Investments  . . . . . . . . . . . . . . . . . . . . .         (95,472,086)
   Futures  . . . . . . . . . . . . . . . . . . . . . . .            (515,311)           (95,987,397)
                                                                ------------------------------------
Net loss on investment transactions . . . . . . . . . . .                                (97,826,960)
                                                                                       -------------    
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  . .                              $ (54,064,652)
                                                                                       =============

</TABLE>


The accompanying notes are an integral part of the financial statements.



<PAGE>

<TABLE>
SCUDDER MANAGED MUNICIPAL BONDS
- ----------------------------------------------------------------------------------------------------

                      STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------------------------
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                                    --------------------------------
INCREASE (DECREASE) IN NET ASSETS                                        1994             1993
- ----------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>
Operations:
Net investment income . . . . . . . . . . . . . .                    $  43,762,308     $  46,552,598
Net realized gain (loss) from investment
   transactions . . . . . . . . . . . . . . . . .                       (1,839,563)       27,884,563
Net unrealized appreciation (depreciation)
   on investment transactions
   during the period  . . . . . . . . . . . . . .                      (95,987,397)       35,631,436
                                                                     -------------     -------------    
Net increase (decrease) in net assets
   resulting from operations  . . . . . . . . . .                      (54,064,652)      110,068,597
                                                                     -------------     -------------    
Distributions to shareholders:
From net investment income ($.46 and $.47 per
   share, respectively) . . . . . . . . . . . . .                      (43,762,308)      (46,552,598)
                                                                     -------------     -------------
From net realized gains from investment
   transactions ($.29 per share)  . . . . . . . .                               --       (27,858,435)
                                                                     -------------     -------------    
In excess of net realized gains ($.02 per share).                       (1,966,549)               --
                                                                     -------------     -------------    
Fund share transactions:                                             
Proceeds from shares sold . . . . . . . . . . . .                      131,369,207       162,473,484
Net asset value of shares issued to
   shareholders in reinvestment
   of distributions . . . . . . . . . . . . . . .                       25,132,815        45,760,164
Cost of shares redeemed . . . . . . . . . . . . .                     (258,254,784)     (163,363,165)
                                                                     -------------     -------------    
Net increase (decrease) in net assets from
   Fund share transactions  . . . . . . . . . . .                     (101,752,762)       44,870,483
                                                                     -------------     -------------    
INCREASE (DECREASE) IN NET ASSETS . . . . . . . .                     (201,546,271)       80,528,047
Net assets at beginning of period . . . . . . . .                      910,094,960       829,566,913
                                                                     -------------     -------------
NET ASSETS AT END OF PERIOD . . . . . . . . . . .                    $ 708,548,689     $ 910,094,960
                                                                     =============     =============    
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period . . . .                      100,151,558        95,109,417
                                                                     -------------     -------------    
Shares sold . . . . . . . . . . . . . . . . . . .                       15,825,513        17,920,103
Shares issued to shareholders in
   reinvestment of distributions  . . . . . . . .                        2,768,673         5,077,030
Shares redeemed . . . . . . . . . . . . . . . . .                      (30,906,710)      (17,954,992)
                                                                     -------------     -------------
Net increase (decrease) in Fund shares. . . . . .                      (12,312,524)        5,042,141
                                                                     -------------     -------------    
Shares outstanding at end of period . . . . . . .                       87,839,034       100,151,558
                                                                     =============     =============    
</TABLE>





The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
                                                                                            FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD AND OTHER 
PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS.

<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                               ----------------------------------------------------------------------------------
                                1994     1993    1992    1991      1990   1989     1988    1987     1986    1985
                               ----------------------------------------------------------------------------------
<S>                            <C>      <C>      <C>    <C>       <C>    <C>      <C>      <C>     <C>     <C>        
Net asset value,
 beginning of period. . . . .  $ 9.09   $ 8.72   $8.80  $ 8.45    $8.54  $ 8.60   $ 8.24   $8.93   $ 8.40  $ 7.69
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Income from investment
 operations:
 Net investment
   income . . . . . . . . . .     .46      .47     .51     .53      .55     .59      .60     .61      .61     .59
 Net realized and
   unrealized gain
   (loss) on
   investment
   transactions . . . . . . .   (1.00)     .66     .25     .47       --     .33      .38    (.58)     .77     .71
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Total from investment
 operations   . . . . . . . .    (.54)    1.13     .76    1.00      .55     .92      .98     .03     1.38    1.30
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Less distributions:
 From net investment
   income . . . . . . . . . .    (.46)    (.47)   (.51)   (.53)    (.55)   (.59)    (.60)   (.61)    (.61)   (.59)
 From net realized
   gains on investment
   transactions . . . . . . .      --     (.29)   (.33)   (.12)    (.09)   (.39)    (.02)   (.11)    (.24)     --
 In excess of net
   realized gains . . . . . .    (.02)      --      --      --       --      --       --      --       --      --
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Total distributions . . . . .    (.48)    (.76)   (.84)   (.65)    (.64)   (.98)    (.62)   (.72)    (.85)   (.59)
                               ------   ------   -----  ------    -----  ------   ------   -----   ------  ------
Net asset value,
 end of period  . . . . . . .  $ 8.07   $ 9.09   $8.72  $ 8.80    $8.45  $ 8.54   $ 8.60   $8.24   $ 8.93  $ 8.40
                               ======   ======   =====  ======    =====  ======   ======   =====   ======  ======
TOTAL RETURN (%)  . . . . . .   (6.04)   13.32    8.98   12.23     6.77   11.19    12.27     .34    16.84   17.37
RATIOS AND
SUPPLEMENTAL DATA
Net assets, end of
 period ($ millions). . . . .     709      910     830     796      719     691      635     592      663     574
Ratio of operating
 expenses to average
 daily net assets (%) . . . .     .63      .63     .63     .64      .61     .62      .61     .63      .58     .58
Ratio of net investment
 income to average
 daily net assets (%) . . . .    5.41     5.21    5.76    6.16     6.61    6.78     7.13    7.20     6.88    7.27
Portfolio turnover
 rate (%)   . . . . . . . . .    33.7     52.8    59.6    32.4     72.1    89.8     75.5    73.5     78.0    98.2
</TABLE>



<PAGE>
SCUDDER MANAGED MUNICIPAL BONDS
NOTES TO FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------------------------------------
Scudder Managed Municipal Bonds (the "Fund") is organized as a diversified
series of Scudder Municipal Trust, a Massachusetts business trust, registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company. The policies described below are followed consistently by
the Fund in the preparation of its financial statements in conformity with
generally accepted accounting principles.

SECURITY VALUATION. Portfolio debt securities with remaining maturities greater
than sixty days are valued by pricing agents approved by the officers of the
Fund, which quotations reflect broker/dealer-supplied valuations and electronic
data processing techniques. If the pricing agents are unable to provide such
quotations, the most recent bid quotation supplied by a bona fide market maker
shall be used. Short-term investments having a maturity of sixty days or less
are valued at amortized cost. All other securities are valued at their fair
value as determined in good faith by the Valuation Committee of the Board of
Trustees.

FUTURES CONTRACTS. The Fund may enter into interest rate and securities index
futures contracts for bona fide hedging purposes. Upon entering into a futures
contract, the Fund is required to deposit with a broker an amount ("initial
margin") equal to a certain percentage of the purchase price indicated in the
futures contract. Subsequent payments ("variation margin") are made or received
by the Fund each day, dependent on the daily fluctuations in the value of the
underlying security, and are recorded for financial reporting purposes as
unrealized gains or losses by the Fund. When entering into a closing
transaction, the Fund will realize, for book purposes, a gain or loss equal to
the difference between the value of the futures contract to sell and the
futures contract to buy. Futures contracts are valued at the most recent
settlement price. Certain risks may arise upon entering into futures contracts
from the contingency of imperfect market conditions.

AMORTIZATION AND ACCRETION. All premiums and original issue discounts are
amortized/accreted for both tax and financial reporting purposes.





<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment
companies and to distribute all of its taxable and tax-exempt income to its
shareholders. The Fund accordingly paid no federal income taxes and no
provision for federal income taxes was required.  

At December 31, 1994, the Fund had a net tax basis capital loss carryforward 
of approximately $2,638,000 which may be applied against any realized net 
taxable capital gains of each succeeding year until fully utilized or until 
December 31, 2002, the expiration date.

In addition, from November 1, 1994 through December 31, 1994, the Fund incurred
approximately $2,687,000 of net realized capital losses. As permitted by tax
regulations, the Fund intends to elect to defer these losses and treat them as
arising in the fiscal year ended December 31, 1995.

DISTRIBUTION OF INCOME AND GAINS. All of the net investment income of the Fund
is declared as a dividend to shareholders of record as of the close of business
each day and is paid to shareholders monthly. During any particular year, net
realized gains from investment transactions, in excess of available capital
loss carryforwards, would be taxable to the Fund if not distributed and,
therefore, will be distributed to shareholders. An additional distribution may
be made to the extent necessary to avoid the payment of a four percent federal
excise tax. Distributions of net realized capital gains to shareholders are
recorded on the ex-dividend date.

The timing and characterization of certain income and capital gains
distributions are determined in accordance with federal tax regulations which
may differ from generally accepted accounting principles. These differences
relate primarily to investments in futures contracts. As a result, net
investment income (loss) and net realized gain (loss) on investment
transactions for a reporting period may differ significantly from distributions 
during such period. Accordingly, the Fund may periodically make 
reclassifications among certain of its capital accounts without impacting the
net asset value of the Fund.

The Fund uses the specific identification method for determining realized gain
or loss on investments for both financial and federal income tax
reporting purposes.






<PAGE>
SCUDDER MANAGED MUNICIPAL BONDS
- --------------------------------------------------------------------------------

OTHER. Investment transactions are accounted for on a trade date basis.
Interest income is accrued pro rata to the earlier of call or maturity.

B. PURCHASES AND SALES OF SECURITIES
- --------------------------------------------------------------------------------
During the year ended December 31, 1994, purchases and sales of municipal 
securities (excluding short-term investments) aggregated $262,289,663
and $350,515,283, respectively.

The aggregate face value of futures contracts opened and closed during the 
year ended December 31, 1994 was $190,787,571 and $182,023,197, respectively.

C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Adviser directs the investments of
the Fund in accordance with its investment objectives, policies, and
restrictions. The Adviser determines the securities, instruments, and other
contracts relating to investments to be purchased, sold or entered into by the
Fund. In addition to portfolio management services, the Adviser provides
certain administrative services in accordance with the Agreement. The
management fee payable under the Agreement is equal to an annual rate of 0.55%
on the first $200,000,000 of average daily net assets, 0.50% on the next
$500,000,000 of such net assets and 0.475% on such net assets in excess of
$700,000,000, computed and accrued daily and payable monthly. The Agreement
also provides that if the Fund's expenses, exclusive of taxes, interest, and
extraordinary expenses, exceed specified limits, such excess, up to the amount
of the management fee, will be paid by the Adviser.  For the year ended
December 31, 1994, the fee pursuant to the agreement amounted to $4,119,589,
which was equivalent to an annualized effective rate of .51% of the Fund's
average daily net assets.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
During the year ended December 31, 1994, the amount charged to the Fund by SSC
aggregated $391,610, of which $30,382 is unpaid at December 31, 1994.

The Fund pays each Trustee not affiliated with the Adviser $4,000 annually plus
specified amounts for attended board and committee meetings. During the year
ended December 31, 1994, Trustees' fees aggregated $46,491.




<PAGE>
                                               REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE TRUSTEES OF SCUDDER MUNICIPAL TRUST AND TO THE SHAREHOLDERS OF 
SCUDDER MANAGED MUNICIPAL BONDS:
- -------------------------------------------------------------------------------

We have audited the accompanying statement of assets and liabilities of Scudder
Managed Municipal Bonds including the investment portfolio, as of December 31,
1994, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the ten years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.  

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Scudder Managed Municipal Bonds as of December 31, 1994, the results of 
its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial
highlights for each of the ten years in the period then ended in conformity
with generally accepted accounting principles.

Boston, Massachusetts                   COOPERS & LYBRAND L.L.P.
February 10, 1995






<PAGE>
SCUDDER MANAGED MUNICIPAL BONDS
TAX INFORMATION
- -----------------------------------------------------------------------------

By now shareholders to whom year-end tax reporting is required by the IRS
should have received their Form 1099-DIV and tax information letter from the
Fund. For corporate shareholders no amount of the dividends paid by the Fund
qualified for the dividends received deduction.

Of the dividends paid from net investment income for the year ended December
31, 1994, 100% are tax exempt for purposes of the federal alternative minimum
tax, if applicable. Pursuant to section 852 of the Internal Revenue Code, the
Fund designates $44,333,000 as exempt-interest dividends for the fiscal year
ended December 31, 1994.

Please consult a tax adviser if you have questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Investor
Relations Representative at 1-800-225-5163.

<PAGE>


OFFICERS AND TRUSTEES


David S. Lee*
     President and Trustee

Daniel Pierce*
     Vice President and Trustee

Henry P. Becton, Jr.
     Trustee; President and General Manager, WGBH Educational Foundation

Dawn-Marie Driscoll
     Trustee; Attorney and Corporate Director

Peter B. Freeman
     Trustee; Corporate Director and Trustee

Dudley H. Ladd*
     Trustee

George M. Lovejoy, Jr.
     Trustee; Chairman Emeritus, Meredith & Grew, Incorporated

Wesley W. Marple, Jr.
     Trustee; Professor of Business Administration, Northeastern University
     College of Business Administration

Juris Padegs*
     Trustee

Donald C. Carleton*
     Vice President

Cuyler W. Findlay*
     Vice President

Jerard K. Hartman*
     Vice President

Thomas W. Joseph*
     Vice President

Thomas F. McDonough*
     Vice President and Secretary

Pamela A. McGrath*
     Vice President and Treasurer

Edward J. O'Connell*
     Vice President and Assistant Treasurer

Coleen Downs Dinneen*
     Assistant Secretary

*    Scudder, Stevens & Clark, Inc.



INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

Money market
     Scudder Cash Investment Trust
     Scudder U.S. Treasury Money Fund
Tax free money market+
     Scudder Tax Free Money Fund
     Scudder California Tax Free Money Fund*
     Scudder New York Tax Free Money Fund*
Tax free+
     Scudder California Tax Free Fund*
     Scudder High Yield Tax Free Fund
     Scudder Limited Term Tax Free Fund
     Scudder Managed Municipal Bonds
     Scudder Massachusetts Limited Term Tax Free Fund*
     Scudder Massachusetts Tax Free Fund*
     Scudder Medium Term Tax Free Fund
     Scudder New York Tax Free Fund*
     Scudder Ohio Tax Free Fund*
     Scudder Pennsylvania Tax Free Fund*
Growth and Income
     Scudder Balanced Fund
     Scudder Growth and Income Fund
Income
     Scudder Emerging Markets Income Fund
     Scudder GNMA Fund
     Scudder Income Fund
     Scudder International Bond Fund
     Scudder Short Term Bond Fund
     Scudder Short Term Global Income Fund
     Scudder Zero Coupon 2000 Fund
Growth
     Scudder Capital Growth Fund
     Scudder Development Fund
     Scudder Global Fund
     Scudder Global Small Company Fund
     Scudder Gold Fund
     Scudder Greater Europe Growth Fund
     Scudder International Fund
     Scudder Latin America Fund
     Scudder Pacific Opportunities Fund
     Scudder Quality Growth Fund
     Scudder Value Fund
     The Japan Fund

Retirement Plans and Tax-Advantaged Investments
     IRAs
     Keogh Plans
     Scudder Horizon Plan+++* (a variable annuity)
     401(k) Plans
     403(b) Plans
     SEP-IRAs
     Profit Sharing and Money Purchase Pension Plans

Closed-end Funds#
     The Argentina Fund, Inc.
     The Brazil Fund, Inc.
     The First Iberian Fund, Inc.
     The Korea Fund, Inc.
     The Latin America Dollar Income Fund, Inc.
     Montgomery Street Income Securities, Inc.
     Scudder New Asia Fund, Inc.
     Scudder New Europe Fund, Inc.
     Scudder World Income Opportunities Fund, Inc.

Institutional Cash Management
     Scudder Institutional Fund, Inc.
     Scudder Fund, Inc.
     Scudder Treasurers Trust(tm)++

     For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +A portion of the income from
the tax-free funds may be subject to federal, state and local taxes. *Not
available in all states. +++A no-load variable annuity contract provided by
Charter National Life Insurance Company and its affiliate, offered by
Scudder's insurance agencies, 1-800-225-2470. #These funds, advised by
Scudder, Stevens & Clark, Inc., are traded on various stock exchanges.
++For information on Scudder Treasurers Trust(tm), an institutional cash
management service that utilizes certain portfolios of Scudder Fund, Inc.
($100,000 minimum), call: 1-800-541-7703.

HOW TO CONTACT SCUDDER

Account Service and Information

     For existing account service and transactions
     
          SCUDDER INVESTOR RELATIONS
          1-800-225-5163
     
     For account updates, prices, yields, exchanges and redemptions
     
          SCUDDER AUTOMATED INFORMATION LINE (SAIL)
          1-800-343-2890
     
Investment Information

     To receive information about the Scudder funds, for additional
     applications and prospectuses, or for investment questions
     
          SCUDDER INVESTOR RELATIONS
          1-800-225-2470
     
     For establishing 401(k) and 403(b) plans
     
          SCUDDER DEFINED CONTRIBUTION SERVICES
          1-800-323-6105
     
Please address all correspondence to

          THE SCUDDER FUNDS
          P.O. BOX 2291
          BOSTON, MASSACHUSETTS
          02107-2291
     
Or stop by a Scudder Funds Center

     Many shareholders enjoy the personal, one-on-one service of the
     Scudder Funds Centers. Check for a Funds Center near you--they can be
     found in the following cities:
     
          Boca Raton
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
          San Diego
          San Francisco
          Scottsdale
          
For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and trusts
which utilizes certain portfolios of Scudder Fund, Inc.* ($100,000
minimum), call: 1-800-541-7703.

For information on Scudder Institutional Funds,* funds designed to meet the
broad investment management and service needs of banks and other
institutions, call: 1-800-854-8525.

     Scudder Investor Relations and Scudder Funds Centers are services
     provided through Scudder Investor Services, Inc., Distributor.

*    Contact Scudder Investor Services, Inc., Distributor, to receive a
     prospectus with more complete information, including management fees
     and expenses. Please read it carefully before you invest or send
     money.


Celebrating 75 Years of Serving Investors    


     Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark was the first independent investment
counsel firm in the United States. Since its birth, Scudder's pioneering
spirit and commitment to professional long-term investment management have
helped shape the investment industry. In 1928, we introduced the nation's
first no-load mutual fund. Today we offer 36 pure no load(tm) funds,
including the first international mutual fund offered to U.S. investors.

     Over the years, Scudder's global investment perspective and dedication
to research and fundamental investment disciplines have helped Scudder
become one of the largest and most respected investment managers in the
world. Though times have changed since our beginnings, we remain committed
to our longstanding principles: managing money with integrity and
distinction, keeping the interests of our clients first; providing access
to investments and markets that may not be easily available to individuals;
and making investing as simple and convenient as possible through friendly,
comprehensive service.
<PAGE>


This information must be preceded or accompanied by a current prospectus.

Portfolio changes should not be considered recommendations for action by
individual investors.

Scudder High Yield Tax Free Fund

Annual Report
December 31, 1994

*    Offers convenient access to high tax-free yields by investing
     primarily in investment-grade municipal securities.

*    A pure no-load(tm) fund with no commissions to buy, sell, or exchange
     shares.

CONTENTS

2    Highlights
     
3    Letter from the Fund's President
     
4    Performance Update
     
5    Portfolio Summary
     
6    Portfolio Management Discussion
     
10   Investment Portfolio
     
17   Financial Statements
     
20   Financial Highlights
     
21   Notes to Financial Statements
     
25   Report of Independent Accountants
     
26   Tax Information
     
29   Officers and Trustees
     
30   Investment Products and Services
     
31   How to Contact Scudder
     

HIGHLIGHTS

*    Reflecting persistently rising interest rates, Scudder High Yield Tax
     Free Fund's 30-day net annualized yield increased to 6.52% as of
     December 31, 1994, from 5.06% a year earlier. For investors in the top
     federal tax brackets of 39.6% and 36%, the Fund's 6.52% tax-free yield
     was equivalent to taxable yields of 10.79% and 10.19%, respectively.

The Fund's Yield and Taxable Equivalent Yields as of December 31, 1994

Tax-Free Yield Taxable-Equivalent  Taxable-Equivalent Yield at
                Yield at 36% Tax   39.6% Tax Bracket
                     Bracket
                                   
    6.52%            10.19%                   10.79%
                                   

*    Following six years of positive performance, the Fund's total return
     for 1994 was -8.38%, during a year of falling prices for most
     fixed-income investments.

*    Over the three-, four-, and five-year periods through December 31,
     1994, the Fund outpaced its peer group average, according to Lipper
     Analytical Services. Please see page 6 for additional Lipper
     performance information.

LETTER FROM THE FUND'S PRESIDENT

Dear Shareholders,

     In 1994, U.S. bonds posted their worst total returns in decades. Bond
investors faced a number of obstacles, chief among them the nagging fear of
inflation due to a strong economy and a weak dollar, which spurred the
Federal Reserve to hike short-term rates repeatedly and caused rates on
longer-term securities to rise as well. Other market hurdles included
municipal bankruptcy in Orange County, California, and Mexico's peso
devaluation crisis.

     After such a year, it's fair to ask where municipal bond funds go from
here. While we will probably not see the double- digit returns of the early
1990s for some time, we believe this year will bring greater stability to
the bond market as well as the opportunity to earn solid income returns.
Fortunately, despite strong economic growth, inflation has remained
relatively quiescent. Continued low inflation should favor tax-exempt
bondholders by taking much of the pressure off of the Fed to raise interest
rates in the future.

     But current global economic trends will also bring occasional episodes
of difficult adjustment for the financial markets. At times like these, it
is essential to have a sound investment plan in place that can weather
market storms. For many investors, such a plan includes current income free
from state and/or federal taxes, in addition to the traditional benefits of
mutual funds -- diversification, liquidity, dividend reinvestment, and
professional management.

     If you have questions about your fund or your investments, please call
Scudder Investor Relations at 1-800-225-2470. Page 31 provides more
information on how to contact Scudder. Thank you for choosing Scudder High
Yield Tax Free Fund to help meet your investing needs.

     Sincerely,

     /s/David S. Lee
     David S. Lee
     President,
     Scudder High Yield Tax Free Fund
<PAGE>
Scudder High Yield Tax Free Fund
Performance Update as of December 31, 1994
- -----------------------------------------------------------------
Growth of a $10,000 Investment
- -----------------------------------------------------------------
Scudder High Yield Tax Free Fund
- ----------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of                Average
 12/31/94 $10,000  Cumulative  Annual
- --------- -------  ----------  -------
1 Year    $ 9,162     -8.38%    -8.38%
5 Year    $13,912     39.12%     6.83%
Life of
  Fund*   $16,405     64.05%     6.45%

Lehman Brothers Municipal Bond Index
- --------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of                Average
 12/31/94 $10,000  Cumulative  Annual
- --------- -------  ----------  -------
1 Year    $ 9,483     -5.17%    -5.17%
5 Year    $13,940     39.40%     6.87%
Life of
  Fund*   $16,765     67.65%     6.75%

* The Fund commenced operations on January 22, 1987.
Index comparisons begin January 31, 1987.

A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment. 
The data points from the graph are as follows:

Yearly periods ended December 31

Scudder High Yield Tax Free Fund
Year            Amount
- ----------------------
1/31/87         10000
87               9419
88              10689
89              11792
90              12502
91              14185
92              15728
93              17906
94              16405

Lehman Brothers Municipal Bond Index
Year            Amount
- ----------------------
1/31/87         10000
87               9854
88              10855
89              12026
90              12903
91              14469
92              15745
93              17679
94              16765

Lehman Brothers Municipal Bond Index is a market value weighted
measure of approximately 15,000 municipal bonds issued across the 
United States. Index issues have a credit rating of at least
Baa and a maturity of at least two years. Index returns assume
reinvestment of dividends and, unlike Fund returns, do not reflect
any fees or expenses.



- -------------------------------------------------------------------
Returns and Per Share Information
- -------------------------------------------------------------------

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.

Yearly periods ended December 31
- ----------------------------------
<TABLE>
<S>                   
                        <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      
                       1987*    1988    1989    1990    1991    1992    1993     1994   
                     ------------------------------------------------------------------   
Net Asset Value...   $10.52   $11.06   $11.35  $11.19  $11.67  $11.90  $12.55  $10.86   
Income Dividends..   $  .78   $  .83   $  .76  $  .77  $  .76  $  .72  $  .67  $  .66     
Capital Gains
Distributions.....   $   --   $   --   $  .06  $  .05  $  .21  $  .27  $  .28  $   --    
Fund Total
Return (%)........    -5.81    13.48    10.32    6.02   13.36   10.88   13.85   -8.38       
Index Total
Return (%)........    -1.46    10.16    10.79    7.29   12.14    8.82   12.28   -5.17      
</TABLE>

Performance is historical and assumes reinvestment of all dividends and
capital gains and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased.
Total returns may have been higher due to maintenance of the Fund's expenses.
See Financial Highlights on page 20.

Portfolio Summary as of December 31, 1994
- ---------------------------------------------------------------------------
Diversification
- ---------------------------------------------------------------------------
Hospital/Health               25%                        
Port/Airport Revenue          14%          Broad diversification allows
General  Obligation           12%          us to spread risk over a large
Electric Utility Revenue      11%          number of geographic areas
Toll Revenue                   9%          and bond sectors.
Housing Finance Authority      8%
Lease Rentals                  4%
Pollution Control Revenue      4%
Sales & Special Tax            2%
Miscellaneous Municipal       11%
                             ----        
                             100%       
                             ====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

- --------------------------------------------------------------------------
Quality
- --------------------------------------------------------------------------
AAA                           18%        
AA                            12%          The Fund emphasizes investment-
A                             13%          grade longer-term bonds to provide
BBB                           40%          high relative yields.
Not Rated                     17%
                             ----
                             100%
                             ====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.






- --------------------------------------------------------------------------
Effective Maturity
- --------------------------------------------------------------------------
Less than 1 year               4%        
1 < 5 years                    3%          We are currently shifting out
5 < 10 years                  11%          of five- to seven-year bonds
10 < 20 years                 58%          because these bonds would be
Greater than 20 years         24%          impacted most negatively by
                             ----          short-term rate increases.
                             100%
                             ====
Weighted average effective maturity: 16 years

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

<PAGE>


PORTFOLIO MANAGEMENT DISCUSSION

Dear Shareholders,

     During a difficult period for bond investors, Scudder High Yield Tax
Free Fund posted a -8.38% total return for its fiscal year ended December
31, 1994. By comparison, the total return of the unmanaged Lehman Brothers
Municipal Bond Index was -5.17%. The Fund's total return includes price
change and reinvested distributions. Reflecting price declines in the
municipal market, the Fund's share price fell to $10.86 on December 31,
1994, from $12.55 a year earlier. However, shareholders of the Fund
received $0.66 per share in tax-free income distributions, which helped
offset the price decline somewhat. Mirroring the rise in bond yields,
Scudder High Yield Tax Free Fund provided a 30-day net annualized yield of
6.52% on December 31, 1994, up significantly from 5.06% at the close of
1993. For investors in the 36% federal income tax bracket, the Fund's yield
was equivalent to a taxable yield of 10.19%.

     Though Scudder High Yield Tax Free Fund's one-year return is well
below those you have enjoyed in the past, the Fund has outpaced the average
performance of similar funds over the three-, four-, and five-year periods
ended December 31, 1994, according to Lipper Analytical Services. The
Fund's peer group during these three periods consisted of 24, 23, and 22
funds, respectively. Lipper is an independent analyst of investment
performance. Please turn to the Performance Update on page 4 for more
information on the Fund's long-term performance, including comparisons to
the Lehman Brothers Municipal Bond Index.

Mixed Market Influences

     For municipal bond investors, the market environment in 1994 was
overlaid with a mix of favorable and unfavorable developments. The
favorable news came in two forms: higher income from tax-free investments
and a shrinking supply of bonds. While the 1993 municipal market featured
declining interest rates and a heavy supply of bonds due to a record number
of refinancings, last year's market saw a significant reduction in
refinancing activity due to rising rates. New issue volume dropped from
$292 billion in 1993 to $163 billion in 1994 -- a 44% decrease. The low
relative supply of new issues helped support municipal bond prices in an
otherwise challenging year. We expect 1995's supply to be even lower than
last year's, which should also help bolster prices.

(BAR CHART TITLE)   SUPPLY OF NEW MUNICIPAL ISSUES (in billions)

(CHART DATA)
1993   1994  1995
$292   $163  $135*
* Estimated

     On the unfavorable list of developments was the Orange County,
California, financial crisis, which occurred after the county's investment
fund sustained significant losses. In short, the county's municipal
investment managers had borrowed heavily to purchase bonds in the belief
that interest rates would continue to decline -- even during 1994 when rates
were on the rise. We are pleased to report that Scudder High Yield Tax Free
Fund had only indirect exposure to the Orange County pool through San
Joaquin Hills Toll Road Revenue Bond holdings. Despite declines in the
prices of these bonds, we are confident that the agency overseeing the toll
road construction has adequate funds on hand to complete the project.

     Another challenge for the municipal market in 1994 was the impact of
the "market discount" rule. This recent tax law provision states that if a
municipal bond trading at a market discount is subsequently sold at a
profit, part of the income must now be treated as ordinary income rather
than as capital gains, which for many investors is taxed at a lower rate.
This provision has caused volatility in municipal bonds priced at a
discount. We are currently working to keep the provision's impact on
Scudder's tax-free portfolios to a minimum.

Portfolio Review

     Three factors negatively affected the Fund's total return in 1994:
First, the Fund's slightly longer-than-average effective maturity, while
enhancing performance in recent years, made the Fund more sensitive to
rising interest rates. The second negative influence was the market
discount rule, discussed above. Third, the performance of certain
high-yield bond holdings late in 1994 was disappointing. We believe the
prices of these bonds were unduly affected by year-end selling activity, as
individual and institutional investors booked losses on bond holdings for
tax purposes. Consequently, we expect them to recover in the near future.

     Despite the challenges of the past year, we remain committed to
Scudder High Yield Tax Free Fund's basic investment strategy, which
emphasizes investment-grade, long-term municipal bonds to provide high
relative yields. The Fund had an average portfolio quality of BBB+ on
December 31, with roughly 30% of Fund assets rated AAA, AA, or the
equivalent. Securities are rated by Standard & Poor's, Moody's Investors
Service, Fitch Investors Service, or assigned an equivalent rating by
Scudder. Although the Fund is composed primarily of investment-grade
securities, we gradually increased our holdings of select higher-yielding,
non-rated and below- investment-grade securities during the year to
generate high income and potential share-price appreciation. Non-rated
bonds and issues rated below investment grade accounted for approximately
17% of the Fund's portfolio on December 31, 1994.

     An important component of the Fund's strategy is the active management
of portfolio securities. At year end, bonds with effective maturities
between 10 and 25 years represented approximately 67% of the Fund's
portfolio. We believe that over the coming year bonds in this maturity
range will offer good value, providing a yield comparable to bonds with the
longest (30-year) maturities but with less price volatility. At the same
time, we are making some shifts in the Fund's maturity structure to
de-emphasize shorter-term bonds in the coming months, especially those in
the five- to seven-year range. If short-term interest rates rise further in
1995, we believe these bonds will be impacted most strongly.

     Diversification among our holdings remains an important strategy for
the Fund, because it allows us to spread the portfolio's risk over a large
number of geographic areas, bond sectors, and maturities. As of December
31, 1994, the portfolio held securities issued in 27 states, plus the
District of Columbia and the Virgin Islands. In addition, Fund assets were
distributed among hospital/ healthcare, airport revenue, general
obligation, and several other sectors. As for our Denver Airport System
bonds, which represented approximately 10% of the Fund's portfolio as of
December 31, 1994, we are able to relate better news than we were in the
June 1994 report. These bonds, after suffering significant price declines
over the course of the year, have recovered substantially. Moreover, the
new Airport is expected to open soon.

     Call protection also remains part of our long-term strategy for the
Fund. When long-term interest rates on municipal bonds were declining in
the three years prior to 1994, we held a significant number of
call-protected bonds to help protect the portfolio's income stream.
(Generally, a bond is called in by its issuer so that it can be refinanced
at a lower prevailing rate.) In the current era of rising rates, we
continue to rely on call-protected bonds for their stable characteristics,
and because at present we believe they represent good value. The Portfolio
Summary on page 5 provides more information about the Fund's holdings,
including quality, maturity, and sector representation.

(CALLOUT NEXT TO THE PREVIOUS PARAGRAPH) - Scudder High Yield Tax Free
Fund: A Team Approach to Investing

     Scudder High Yield Tax Free Fund is managed by a team of Scudder
investment professionals who each play an important role in the Fund's
management process. Team members work together to develop investment
strategies and select securities for the Fund's portfolio. They are
supported by Scudder's large staff of economists, research analysts,
traders, and other investment specialists who work in our offices across
the United States and abroad. We believe our team approach benefits Fund
investors by bringing together many disciplines and leveraging Scudder's
extensive resources.

     Lead Portfolio Manager Philip G. Condon has had responsibility for
Scudder High Yield Tax Free Fund's day-to-day operations since its
inception in 1987, after joining Scudder in 1983. Phil, who has worked in
the investment industry since 1977, also serves as Lead Portfolio Manager
for Scudder Massachusetts Tax Free Fund and is a Portfolio Manager of
Scudder Managed Municipal Bonds and Scudder Ohio and Pennsylvania Tax Free
Funds. Kimberley R. Manning, Portfolio Manager, became a member of the team
in 1987 when she came to Scudder. Kim, who assists in implementing
investment strategy, has 10 years of experience in municipal investing.

Outlook for 1995

     We believe a combination of continued economic growth and restrained
inflation will characterize 1995. Even so, the Federal Reserve will be
watching carefully for economic statistics that carry additional
inflationary warning signs. As of this writing, the Fed seems prepared to
increase short-term interest rates one or two more times in 1995 as needed.
Additional Fed actions increase the likelihood that economic growth will be
subdued as early as 1996 -- a scenario that historically has boded well for
bonds. Though there is room in 1995 for short- and intermediate-term rates
to rise further, we believe long-term interest rates will stabilize and
remain within a fairly tight range for most of this year. Such an
environment would enable the Fund to capture higher long-term, tax-free
bond yields with less share price volatility than was the case last year.
Our strategy reflects our ongoing commitment to seek high relative tax-free
income and competitive total returns.

Sincerely,

Your Portfolio Management Team

/s/Philip G. Condon      /s/Kimberley R. Manning
Philip G. Condon         Kimberley R. Manning

<PAGE>
<TABLE>
SCUDDER HIGH YIELD TAX FREE FUND
INVESTMENT PORTFOLIO  as of December 31, 1994
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                            Unaudited
                                                                                           ------------
                                                                                Principal     Credit       Market
                                                                                Amount ($)   Rating (d)   Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                      <C>             <C>      <C>
 3.1%                      SHORT-TERM MUNICIPAL INVESTMENTS
                        --------------------------------------------------------------------------------------------
LOUISIANA               Louisiana Offshore Terminal Authority Port
                          Revenue, Series 1992, Daily Demand Note,
                          6.15%, 9/1/08*  . . . . . . . . . . . . . . . . . . .     400,000      A1+        400,000
NORTH DAKOTA            Oliver County, ND, Pollution Control Revenue,
                          4.1%, 12/1/20 (c)*  . . . . . . . . . . . . . . . . .   1,000,000      NR       1,000,000
TEXAS                   North Central Texas, Health Facilities Development
                          Corp., Presbyterian Medical Center, Series D, Daily
                          Demand Note, 5.95%, 12/1/15 (c)*  . . . . . . . . . .   1,900,000      A1+      1,900,000
                        State of Texas, Tax and Revenue Anticipation Notes,
                         5%, 8/31/95  . . . . . . . . . . . . . . . . . . . . .   2,000,000      SP1+     2,003,520
VIRGINIA                Alexandria, VA, Resource Recovery, Waste to Energy
                          Facility, Daily Demand Note, 6.1%, 12/1/16* . . . . .     600,000      A1+        600,000
WASHINGTON              Washington Health Care Facilities Authority,
                          Sisters of Providence, Daily Demand Note:
                           1985 Series B, 6%, 10/1/05*  . . . . . . . . . . . .   1,100,000      A1+      1,100,000
                           1985 Series E, 6%, 10/1/05*  . . . . . . . . . . . .   1,000,000      A1+      1,000,000
                                                                                                          ---------
                        TOTAL SHORT-TERM MUNICIPAL INVESTMENTS
                         (Cost $8,011,735)  . . . . . . . . . . . . . . . . . .                           8,003,520
                                                                                                          ---------
96.9%                      LONG-TERM MUNICIPAL INVESTMENTS
                        --------------------------------------------------------------------------------------------
ALASKA                  North Slope Borough, AK, General Obligation,
                          Zero Coupon, 6/30/05 (c)  . . . . . . . . . . . . . .   7,600,000      AAA      3,901,004
ARIZONA                 McDowell Mountain Ranch, AZ, General Obligation,
                          8.25%, 7/15/19  . . . . . . . . . . . . . . . . . . .   3,000,000      NR       2,922,690
                        Salt River Project, AZ, Agricultural Improvement and
                         Power District, Electric Systems, 6%, 1/1/09 . . . . .   5,000,000      AA       4,843,750
CALIFORNIA              California State Public Works Board Lease Revenue,
                          Regents of The University of California, Series A,
                          5.5%, 6/1/14  . . . . . . . . . . . . . . . . . . . .   3,000,000      A        2,511,990
                        Los Angeles County, CA, Certificate of Participation,
                         Marina Del Ray, Series A, 6.25%, 7/1/03  . . . . . . .   3,000,000      NR       2,917,320
                        San Joaquin Hills, CA, Transportation Corridor
                         Agency, Orange County, Senior Lien Toll Road
                         Revenue:
                           Zero Coupon to 1/1/02, 7.6% to 1/1/11 (b). . . . . .   5,000,000      BBB      2,529,600
                           Zero Coupon to 1/1/02, 7.65% to 1/1/12 . . . . . . .  15,000,000      BBB      7,522,350
                           Zero Coupon to 1/1/02, 7.65% to 1/1/13 . . . . . . .   4,000,000      BBB      1,995,640
</TABLE>
The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
                                                                                                INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                Unaudited
                                                                                              -------------
                                                                                   Principal     Credit     Market
                                                                                   Amount ($)  Rating (d)  Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                        <C>            <C>      <C>
                        San Jose, CA, Redevelopment Authority,
                         Tax Allocation, 6%, 8/1/08 (c)   . . . . . . . . . . . .  3,000,000      AAA      2,923,740
COLORADO                Colorado Health Facilities Authority Revenue, Rocky
                          Mountain Adventist Healthcare Project,
                          Series 1993, 6.625%, 2/1/13 . . . . . . . . . . . . . .  3,500,000      BBB      3,086,125
                        Denver, CO, Airport System Revenue:
                         Series A, Zero Coupon, 11/15/00  . . . . . . . . . . . .  1,140,000      BBB        719,682
                         Series A, Zero Coupon, 11/15/01  . . . . . . . . . . . .  5,120,000      BBB      2,979,942
                         Series A, Zero Coupon, 11/15/03  . . . . . . . . . . . .  3,050,000      BBB      1,504,474
                         Series A, Zero Coupon, 11/15/04  . . . . . . . . . . . .  3,130,000      BBB      1,419,330
                         Series A, Zero Coupon, 11/15/05  . . . . . . . . . . . .  1,855,000      BBB        772,533
                         6.75%, 11/15/13  . . . . . . . . . . . . . . . . . . . .  8,650,000      BBB      7,604,734
                         1991 Series D, 7.75%, 11/15/13 (b)   . . . . . . . . . .  9,775,000      BBB      9,537,467
                         1992 Series C, 6.125%, 11/15/25  . . . . . . . . . . . .  3,000,000      BBB      2,345,010
DISTRICT OF COLUMBIA    District of Columbia, Hospital Refunding Revenue:
                         Medlantic Healthcare Group Inc.,
                           Series 1993 A, 5.5%, 8/15/06 (c) . . . . . . . . . . .  1,305,000      AAA      1,198,577
                         Metlantic Washington Hospital Center,
                           1992 Series A, 7.125%, 8/15/19 . . . . . . . . . . . .  1,000,000      BBB        915,310
                        District of Columbia, Certificate of Participation,
                         Series 1993, 7.3%, 1/1/13  . . . . . . . . . . . . . . .  4,500,000      BBB      4,267,665
                        District of Columbia, General Obligation:
                         Series A, 5.875%, 6/1/05 (c)   . . . . . . . . . . . . .  4,300,000      AAA      4,101,727
                         Series A3, 5.6%, 6/1/07 (c)  . . . . . . . . . . . . . .  3,300,000      AAA      2,986,698
FLORIDA                 Broward County, FL, Housing Finance Authority,
                          Single Family Mortgage Revenue, Zero Coupon,
                          4/1/14  . . . . . . . . . . . . . . . . . . . . . . . .  6,285,000      BBB        886,625
ILLINOIS                Chicago, IL, General Obligation Lease, Board of
                          Education, Series A, 6%, 1/1/16 (c) . . . . . . . . . .  5,000,000      AAA      4,587,400
                        Illinois Development Finance Authority:
                         Commonwealth Edison, 5.7%, 1/15/09   . . . . . . . . . .  3,000,000      BBB      2,637,690
                         Solid Waste Revenue, Ford Heights Waste Tire
                           Project, 7.875%, 4/1/11  . . . . . . . . . . . . . . .  3,000,000      NR       2,881,590
                        Illinois Health Facilities Authority, Edward Hospital,
                         Series A, 5.75%, 2/15/09   . . . . . . . . . . . . . . .  1,000,000      A          898,000
                        Metropolitan Pier and Exposition Authority, IL,
                         McCormick Place Expansion Project, Series A,
                         6.5%, 6/15/22  . . . . . . . . . . . . . . . . . . . . .  2,115,000      A        1,996,475
                        Winnebago County, IL, School District #122,
                         6.45%, 6/1/08 (c)  . . . . . . . . . . . . . . . . . . .  1,500,000      AAA      1,513,290
INDIANA                 Fishers, IN, Economic Development Revenue,
                          First Mortgage/United Student Aid Inc. Project,
                          Series 1989, 8.25%, 9/1/09  . . . . . . . . . . . . . .  2,000,000      NR       2,031,100
</TABLE>
The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER HIGH YIELD TAX FREE FUND
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                            Unaudited
                                                                                          -------------
                                                                                Principal     Credit       Market
                                                                                Amount ($)   Rating (d)   Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                      <C>            <C>      <C>
                        Indiana Health Facilities Finance Authority, Hospital
                         Refunding Revenue, Floyd Memorial Hospital,
                         6.625%, 2/15/13  . . . . . . . . . . . . . . . . . . .  3,000,000      A        2,829,450
                        Indiana Municipal Power Agency, Power Supply
                         System Refunding Revenue, 1983 Series B,
                         5.875%, 1/1/09 (c)   . . . . . . . . . . . . . . . . .  2,300,000      AAA      2,173,155
                        Indianapolis, IN, Economic Development, Refunding
                         and Improvement Revenue, Robin Run Village
                         Project, Series 1992, 7.625%, 10/1/22  . . . . . . . .  1,500,000      BBB      1,447,050
LOUISIANA               Bastrop, LA, Industrial Development Board, Pollution
                          Control Revenue, International Paper Co. Project,
                          6.9%, 3/1/07  . . . . . . . . . . . . . . . . . . . .  4,750,000      A        4,879,010
MARYLAND                Northeast Maryland, Waste Disposal Authority,
                          Southwest Resource Recovery System:
                           7.15%, 1/1/04 (c)  . . . . . . . . . . . . . . . . .  2,400,000      AAA      2,562,264
                           7.2%, 1/1/05 (c) . . . . . . . . . . . . . . . . . .  1,000,000      AAA      1,071,390
                        Prince George's County, MD, Greater Southeast
                         Health Care, 6.2%, 1/1/08  . . . . . . . . . . . . . .  1,000,000      BBB        888,650
MASSACHUSETTS           Lowell, MA, General Obligation, 8.3%, 2/15/05 . . . . .    365,000      BBB        395,507
                        Massachusetts Bay Transportation Authority, General
                         Transportation System, Series A, 5.4%, 3/1/07  . . . .  4,000,000      A        3,624,160
                        Massachusetts Health and Educational
                         Facilities Authority:
                           Cooley Dickson Hospital Inc., 7.125%, 11/15/18 . . .  1,955,000      BBB      1,743,508
                           Falmouth Hospital, 5.5%, 7/1/08 (c)  . . . . . . . .  1,000,000      AAA        912,700
                        Massachusetts Housing Finance Agency,
                         Multi-Family Housing Project Revenue:
                           1988 Series A, 8.8%, 8/1/21  . . . . . . . . . . . .    665,000      A          701,934
                           1993 Series A, 6.375%, 4/1/21  . . . . . . . . . . .  4,000,000      A        3,719,000
                        Massachusetts Industrial Finance Authority:
                         Resource Recovery, North Andover Solid Waste,
                           Series A, 6.3%, 7/1/05 . . . . . . . . . . . . . . .  2,750,000      BBB      2,655,950
                         Solid Waste Peabody Monofil Project, 9%, 9/1/05  . . .  3,000,000      NR       3,000,000
                        Massachusetts Municipal Wholesale Electric
                         Company, Power Supply System Revenue, Series A,
                         5.1%, 7/1/07 (c)   . . . . . . . . . . . . . . . . . .  3,840,000      AAA      3,357,811
MICHIGAN                Detroit, MI, Unlimited Tax, General Obligation,
                          Distributable State Aid, Refunding,
                          5.25%, 5/1/09 (c) . . . . . . . . . . . . . . . . . .  2,450,000      AAA      2,150,316
                        Michigan Hospital Finance Authority Revenue,
                         Gratiot Community Hospital, 1988 Series A,
                         8.75%, 10/1/07   . . . . . . . . . . . . . . . . . . .  2,000,000      B        2,002,040
</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
                                                                                                INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                             Unaudited
                                                                                          ---------------
                                                                                Principal     Credit       Market
                                                                                Amount ($)   Rating (d)   Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                      <C>            <C>      <C>
                        Michigan Strategic Fund, Limited Obligation,
                         Revenue Refunding, Ford Motor Company Project,
                         Series A, 7.1%, 2/1/06   . . . . . . . . . . . . . . .  1,000,000      A        1,034,810
MINNESOTA               St. Paul, MN, Housing and Redevelopment Authority,
                          Healtheast Hospital Project, Series 1993 A,
                          6.625%, 11/1/17 . . . . . . . . . . . . . . . . . . .  3,500,000      BBB      3,097,885
NEVADA                  Las Vegas, NV, Downtown Redevelopment Agency,
                          Tax Increment Revenue, Subordinate Lien,
                          6.1%, 6/15/14 . . . . . . . . . . . . . . . . . . . .  1,500,000      BBB      1,320,000
                        Nevada Housing Single Family Mortgage,
                         FHA insured, 5.95%, 4/1/05   . . . . . . . . . . . . .  2,500,000      AA       2,377,700
NEW HAMPSHIRE           New Hampshire Health and Educational Authority,
                         New Hampshire Catholic Charity, 8.4%, 8/1/11 . . . . .    600,000      BBB        613,362
                        New Hampshire Higher Education and Health
                         Facilities Authority:
                           Exeter Hospital, Series 1993, 6%, 10/1/13  . . . . .  2,000,000      A        1,753,020
                           Hospital Revenue, Frisbie Memorial Hospital,
                            Series 1993, 6.125%, 10/1/13  . . . . . . . . . . .  2,750,000      BBB      2,321,110
                           Monadnok Community Hospital, Series 1990,
                            9.125%, 10/1/20   . . . . . . . . . . . . . . . . .  1,470,000      NR       1,657,278
                           St. Joseph's Hospital, 7.5%, 1/1/07  . . . . . . . .  1,490,000      BBB      1,493,516
                           St. Joseph's Hospital, 7.5%, 1/1/16  . . . . . . . .  2,600,000      BBB      2,509,624
NEW JERSEY              New Jersey Turnpike Authority, Series C:
                         6.5%, 1/1/08   . . . . . . . . . . . . . . . . . . . .  1,000,000      A        1,024,700
                         6.5%, 1/1/16   . . . . . . . . . . . . . . . . . . . .  5,000,000      A        4,929,650
NEW YORK                Metropolitan Transportation Authority of New York,
                          7%, 7/1/09  . . . . . . . . . . . . . . . . . . . . .  1,000,000      BBB      1,008,890
OHIO                    Gateway Economic Development Corporation of
                          Cleveland, OH, Stadium Revenue, 6.5%, 9/15/14 . . . .  4,000,000      NR       3,690,880
                        Hamilton County, OH, Health System Revenue,
                         Franciscan Sisters of the Poor Health System,
                         Providence Hospital, Series 1992, 6.8%, 7/1/08   . . .  5,485,000      BBB      5,074,942
PENNSYLVANIA            Clearfield, PA, Hospital Authority Revenue,
                          Clearfield Hospital, 6.875%, 6/1/16 . . . . . . . . .  4,480,000      NR       4,116,628
                        Montgomery County, PA, Redevelopment Authority,
                         Multi-Family Housing Revenue Refunding,
                         6.375%, 7/1/12   . . . . . . . . . . . . . . . . . . .  5,500,000      BBB      5,124,735
                        Pennsylvania Higher Education Authority,
                         Medical College of Pennsylvania, Series B,
                         7.25%, 3/1/05  . . . . . . . . . . . . . . . . . . . .  1,000,000      BBB      1,030,220
</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
SCUDDER HIGH YIELD TAX FREE FUND
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                              Unaudited
                                                                                            -------------
                                                                                  Principal     Credit       Market
                                                                                  Amount ($)   Rating (d)   Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                        <C>            <C>      <C>
                        Philadelphia, PA, Health and Higher Education
                         Authority, Hospital Revenue, Graduate Health
                         System Obligated Group, 6.25%, 7/1/13  . . . . . . . . .  5,000,000      BBB      4,286,750
                        Philadelphia, PA, Hospital and Higher Educational
                         Facilities Authority, Hospital Revenue, Albert
                         Einstein Medical Center, 7.625%, 4/1/11  . . . . . . . .  2,500,000      A        2,527,275
                        Pottsville Pennsylvania Hospital Authority,
                         7.25%, 7/1/24  . . . . . . . . . . . . . . . . . . . . .  2,000,000      BBB      1,769,920
                        Shenango Valley, PA, Osteopathic Hospital
                         Authority, Shenango Valley Medical Center,
                         7.875%, 4/1/10   . . . . . . . . . . . . . . . . . . . .  1,350,000      BBB      1,367,402
SOUTH CAROLINA          South Carolina Jobs Economic Development
                          Authority, Hospital Revenue, South Carolina
                          Baptist Hospital, Inverse Floater, 6.92%, 8/1/09**. . .  4,000,000      AAA      2,920,000
SOUTH DAKOTA            South Dakota Health and Educational Facilities
                          Authority Revenue, Prairie Lakes Health Care
                          System:
                           7.125%, 4/1/10 . . . . . . . . . . . . . . . . . . . .  1,000,000      BBB        960,850
                           7.25%, 4/1/22  . . . . . . . . . . . . . . . . . . . .  1,000,000      BBB        921,250
                        South Dakota Housing Development Authority, Home
                         Ownership Mortgage, Series A, 6.4%, 5/1/12 . . . . . . .  3,500,000      AA       3,337,775
TEXAS                   Austin, TX, Convention Center Revenue, 1989
                          Series B, Prerefunded, 8.25%, 11/15/99*** . . . . . . .  3,050,000      NR       3,387,086
                        Dallas-Fort Worth, TX, International Airport,
                         American Airlines:
                           7.5%, 11/1/25  . . . . . . . . . . . . . . . . . . . .  3,910,000      BBB      3,640,601
                           7.25%, 11/1/30 . . . . . . . . . . . . . . . . . . . .  5,000,000      BBB      4,499,700
                        Midland County, TX, Hospital District,
                         Midland Memorial Hospital, 7.5%, 6/1/16  . . . . . . . .  1,500,000      BBB      1,499,850
                        Retama Development Corporation, Special Facilities
                         Revenue, Retama Park Racetrack Project,
                         Series 1993, 8.75%, 12/15/18   . . . . . . . . . . . . .  5,000,000      NR       4,850,000
                        Rio Grande Valley, TX, Health Facilities Development
                         Corp., Retirement Facility Revenue,
                         6.2%, 8/1/06 (c)   . . . . . . . . . . . . . . . . . . .  1,600,000      AAA      1,597,280
UTAH                    Salt Lake City, UT, Hospital Revenue, Intermountain
                          Healthcare Systems, 6.65%, 2/15/12  . . . . . . . . . .  2,000,000      AA       1,821,060
VERMONT                 Swanton, VT, Electric System Revenue, Series 1993,
                          6.7%, 12/1/23 . . . . . . . . . . . . . . . . . . . . .  1,155,000      BBB      1,065,961
                        Vermont Housing Finance Agency, Multi-Family
                         Housing Revenue, Northgate Housing Project,
                         8.25%, 6/15/20   . . . . . . . . . . . . . . . . . . . .  1,080,000      NR       1,084,990
</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
                                                                                                INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                             Unaudited
                                                                                           -------------
                                                                                Principal     Credit       Market
                                                                                Amount ($)   Rating (d)   Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                      <C>            <C>    <C>
VIRGIN ISLANDS          Virgin Islands Public Finance Authority, General
                          Obligation, Matching Fund Loan Note, Series A,
                          7.25%, 10/1/18  . . . . . . . . . . . . . . . . . . .  6,500,000      NR       6,333,925
VIRGINIA                Pittsylvania County, VA, Industrial Development
                          Authority, Multitrade of Pittsylvania County,
                          L.P. Project:
                           7.45%, 1/1/09  . . . . . . . . . . . . . . . . . . .  1,500,000      NR       1,466,940
                           7.5%, 1/1/14 . . . . . . . . . . . . . . . . . . . .  3,500,000      NR       3,343,585
WASHINGTON              King County, WA, Public Hospital District, Hospital
                          Revenue, Valley Medical Center, 6.25%, 9/1/09 (c) . .    530,000      AAA        521,949
                        Washington Public Power Supply System,
                         Refunding Revenue:
                           Nuclear Project #2, Inverse Floater,
                            6.87%, 7/1/12**   . . . . . . . . . . . . . . . . .  3,000,000      AA       1,912,500
                           Nuclear Project #2, Series B, 5.65%, 7/1/08  . . . .  3,030,000      AA       2,772,844
                           Nuclear Project #3, Series B, 5.65%, 7/1/08  . . . .  3,640,000      AA       3,273,998
                           Nuclear Project #3, Series B, 7.125%, 7/1/16 . . . .  2,500,000      AA       2,542,825
                           Nuclear Project #3, Series 1993 C, 5.1%, 7/1/07  . .  5,500,000      AA       4,679,675
WYOMING                 Wyoming Community Development Authority,
                          Single Family Mortgage Revenue, 5.85%, 6/1/13 . . . .  2,750,000      AA       2,457,840
                                                                                                       -----------
                        TOTAL LONG-TERM MUNICIPAL INVESTMENTS
                         (Cost $263,286,816)  . . . . . . . . . . . . . . . . .                        248,076,204
                                                                                                       -----------
- --------------------------------------------------------------------------------------------------------------------
                        TOTAL INVESTMENT PORTFOLIO -- 100.0%
                         (Cost $271,298,551) (a)  . . . . . . . . . . . . . . .                        256,079,724
                                                                                                       ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
SCUDDER HIGH YIELD TAX FREE FUND
- -------------------------------------------------------------------------------

        (a) The cost for federal income tax purposes was $271,298,551. At
            December 31, 1994, net unrealized depreciation for all 
            securities was $15,218,827. This consisted of aggregate gross
            unrealized  appreciation for all securities in which there was
            an excess of market value over tax cost of $2,105,069 and 
            aggregate gross unrealized depreciation for all securities in
            which there was an excess of tax cost over market value of
            $17,323,896.
     
<TABLE> 
        (b) At December 31, 1994 these securities, in part, have been pledged to
            cover initial margin requirements for open futures contracts. AT
            DECEMBER 31, 1994, OPEN FUTURES CONTRACTS SOLD SHORT WERE AS
            FOLLOWS (NOTE A):

<CAPTION>
                                                               Aggregate
            Futures            Expiration     Contracts     Face Value ($)  Market Value ($)
            -------            ----------     ---------     --------------  ----------------
            <S>                <C>                 <C>       <C>                <C>
            Muni Bond Index    Mar. 1995           350       28,108,438         29,717,188
                                                   ---       ----------         ----------
            Total net unrealized depreciation on open futures contracts     
                sold short ...............................................      (1,608,750)
                                                                                =========== 
</TABLE>                                                                    

        (c) Bond is insured by one of these companies: AMBAC, Capital Guaranty, 
            FGIC, FSA or MBIA.
            
        (d) All of the securities held have been determined to be of the
            appropriate credit quality as required by the Fund's investment
            objectives. Credit ratings are either Standard & Poor's Ratings
            Group, Moody's Investors Service, Inc. or Fitch Investors
            Service, Inc. Unrated securities (NR) have been determined to 
            be of comparable quality to rated eligible securities.
        
          * Floating rate and monthly, weekly, or daily demand notes are
            securities whose yields vary with a designated market index or
            market rate, such as the coupon-equivalent of the Treasury bill
            rate. Variable rate demand notes are securities whose yields are
            periodically reset at levels that are generally comparable to 
            tax-exempt commercial paper. These securities are payable on 
            demand within seven calendar days and normally incorporate an
            irrevocable letter of credit or line of credit from a major bank. 
            These notes are carried, for purposes of calculating average 
            weighted maturity, at the longer of the period remaining until the
            next rate change or to the extent of the demand period. 

         ** Inverse floating rate notes  are instruments whose yields  have an  
            inverse relationship to benchmark interest rates. These securities
            are shown at their rate as of December 31, 1994. 

        *** Prerefunded:  Bonds which are prerefunded are collateralized by U.S.
            Treasury securities which are held in escrow and are used to pay    
            principal and interest on the tax-exempt issue and to retire the
            bonds in full at the earliest refunding date.


The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
                                                             FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------------

                      STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1994
- ---------------------------------------------------------------------------------
<S>                                                       <C>        <C>
ASSETS
Investments, at market (identified cost $271,298,551)
   (Note A) . . . . . . . . . . . . . . . . . . . . . . .            $256,079,724
                                                                      
Cash  . . . . . . . . . . . . . . . . . . . . . . . . . .                  18,136
Receivables:
   Interest . . . . . . . . . . . . . . . . . . . . . . .               5,064,255
   Fund shares sold . . . . . . . . . . . . . . . . . . .                 649,246
   Daily variation margin on open futures contracts
      (Note A)  . . . . . . . . . . . . . . . . . . . . .                  86,540
                                                                     ------------
      Total assets  . . . . . . . . . . . . . . . . . . .             261,897,901
LIABILITIES
Payables:
   Dividends  . . . . . . . . . . . . . . . . . . . . . . $  429,190
   Fund shares redeemed . . . . . . . . . . . . . . . . .  1,458,388
   Accrued management fee (Note C)  . . . . . . . . . . .    142,211
   Other accrued expenses (Note C)  . . . . . . . . . . .     90,882
                                                          ----------
      Total liabilities . . . . . . . . . . . . . . . . .               2,120,671
                                                                     ------------
Net assets, at market value . . . . . . . . . . . . . . .            $259,777,230
                                                                     ============ 
NET ASSETS
Net assets consist of:
   Undistributed net investment income  . . . . . . . . .            $    969,296
   Unrealized depreciation on:
      Investments . . . . . . . . . . . . . . . . . . . .             (15,218,827)
      Futures . . . . . . . . . . . . . . . . . . . . . .              (1,608,750)
   Accumulated net realized loss  . . . . . . . . . . . .              (2,915,503)
   Shares of beneficial interest  . . . . . . . . . . . .                 239,101
   Additional paid-in capital . . . . . . . . . . . . . .             278,311,913
                                                                     ------------
Net assets, at market value . . . . . . . . . . . . . . .            $259,777,230
                                                                     ============ 
NET ASSET VALUE, offering and redemption price per share
   ($259,777,230 -:-  23,910,066 outstanding shares of
   beneficial interest, $.01 par value, unlimited number
   of shares authorized)  . . . . . . . . . . . . . . . .                  $10.86
                                                                           ======
</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
SCUDDER HIGH YIELD TAX FREE FUND
- ------------------------------------------------------------------------------------
                            STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1994
- ------------------------------------------------------------------------------------
<S>                                                        <C>          <C>
INVESTMENT INCOME
Interest  . . . . . . . . . . . . . . . . . . . . . . . .               $ 20,148,609
                                                                      
Expenses:
Management fee (Note C) . . . . . . . . . . . . . . . . .  $ 1,526,385
Services to shareholders (Note C) . . . . . . . . . . . .      502,425
Trustees' fees (Note C) . . . . . . . . . . . . . . . . .       46,639
Custodian fees  . . . . . . . . . . . . . . . . . . . . .      113,497
Reports to shareholders . . . . . . . . . . . . . . . . .       65,879
Legal . . . . . . . . . . . . . . . . . . . . . . . . . .       10,704
Auditing  . . . . . . . . . . . . . . . . . . . . . . . .       38,881
State registration  . . . . . . . . . . . . . . . . . . .       38,838
Other . . . . . . . . . . . . . . . . . . . . . . . . . .       25,186     2,368,434
                                                           -----------  ------------
Net investment income . . . . . . . . . . . . . . . . . .                 17,780,175
                                                                        ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on:
   Investments  . . . . . . . . . . . . . . . . . . . . .   (1,082,983)
   Futures  . . . . . . . . . . . . . . . . . . . . . . .       59,125    (1,023,858)
                                                           -----------  
Net unrealized depreciation during the period on:
   Investments  . . . . . . . . . . . . . . . . . . . . .  (41,412,737)
   Futures  . . . . . . . . . . . . . . . . . . . . . . .   (1,617,088)  (43,029,825)
                                                           -----------  ------------
Net loss on investments . . . . . . . . . . . . . . . . .                (44,053,683)
                                                                        ------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  . .               $(26,273,508)
                                                                        ============
</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
                                                               FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------------
                      STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                                                     ------------------------------
INCREASE (DECREASE) IN NET ASSETS                         1994            1993
- -----------------------------------------------------------------------------------
<S>                                                  <C>               <C>
Operations:
Net investment income . . . . . . . . . . . . . . .  $  17,780,175     $ 14,828,169
Net realized gain (loss) from investment
   transactions . . . . . . . . . . . . . . . . . .     (1,023,858)       4,969,517
Net unrealized appreciation (depreciation)
   on investments during the period . . . . . . . .    (43,029,825)      14,696,169
                                                     -------------     ------------
Net increase (decrease) in net assets
   resulting from operations  . . . . . . . . . . .    (26,273,508)      34,493,855
                                                     -------------     ------------
Distributions to shareholders:
From net investment income ($.66 and $.67
   per share) . . . . . . . . . . . . . . . . . . .    (16,810,879)     (14,828,169)
                                                     -------------     ------------
From net realized gains from investment
   transactions ($.21 per share)  . . . . . . . . .             --       (4,987,337)
                                                     -------------     ------------
In excess of net realized gains from
   investment transactions ($.07 per share) . . . .             --       (1,840,038)
                                                     -------------     ------------
Fund share transactions:
Proceeds from shares sold . . . . . . . . . . . . .    126,895,781      166,336,215
Net asset value of shares issued to
   shareholders in reinvestment of
   distributions  . . . . . . . . . . . . . . . . .     10,306,439       15,789,918
Cost of shares redeemed . . . . . . . . . . . . . .   (151,370,479)     (81,609,781)
                                                     -------------     ------------
Net increase (decrease) in net assets from
   Fund share transactions  . . . . . . . . . . . .    (14,168,259)     100,516,352
                                                     -------------     ------------
INCREASE (DECREASE) IN NET ASSETS . . . . . . . . .    (57,252,646)     113,354,663
Net assets at beginning of period . . . . . . . . .    317,029,876      203,675,213
                                                     -------------     ------------
NET ASSETS AT END OF PERIOD (including
   undistributed net investment income
   of $969,296 at December 31, 1994)  . . . . . . .  $ 259,777,230     $317,029,876
                                                     =============     ============            
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period . . . . .     25,261,001       17,112,783
                                                     -------------     ------------
Shares sold . . . . . . . . . . . . . . . . . . . .     10,881,281       13,421,387
Shares issued to shareholders in
   reinvestment of distributions  . . . . . . . . .        974,025        1,267,853
Shares redeemed . . . . . . . . . . . . . . . . . .    (13,206,241)      (6,541,022)
                                                     -------------     ------------
Net increase (decrease) in Fund shares  . . . . . .     (1,350,935)       8,148,218
                                                     -------------     ------------
Shares outstanding at end of period . . . . . . . .     23,910,066       25,261,001
                                                     =============     ============            
</TABLE>
The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
SCUDDER HIGH YIELD TAX FREE FUND
FINANCIAL HIGHLIGHTS


THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD AND OTHER PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS.

<CAPTION>
                                                                                                            FOR THE PERIOD 
                                                                                                           JANUARY 22, 1987 
                                                                                                             (COMMENCEMENT 
                                                                  YEARS ENDED DECEMBER 31,                 OF OPERATIONS) TO 
                                                 --------------------------------------------------------     DECEMBER 31, 
                                                  1994    1993    1992      1991    1990    1989    1988         1987
                                                 --------------------------------------------------------  -----------------
<S>                                              <C>     <C>     <C>      <C>     <C>      <C>     <C>          <C>
Net asset value, beginning of period  . . .      $12.55  $11.90  $11.67   $11.19  $11.35   $11.06  $10.52       $12.00
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Income from investment operations:
 Net investment income (a)  . . . . . . . .         .70     .67     .72      .76     .77      .76     .83          .78
 Net realized and unrealized gain
   (loss) on investments  . . . . . . . . .       (1.73)    .93     .50      .69    (.11)     .35     .54        (1.48)
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Total from investment operations  . . . . .       (1.03)   1.60    1.22     1.45     .66     1.11    1.37         (.70)
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Less distributions:
 From net investment income   . . . . . . .        (.66)   (.67)   (.72)    (.76)   (.77)    (.76)   (.83)        (.78)
 From net realized gains on
   investment transactions  . . . . . . . .          --    (.21)   (.27)    (.21)   (.05)    (.06)     --           --
 In excess of net realized gains
   on investment transactions . . . . . . .          --    (.07)     --       --      --       --      --           --
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Total distributions . . . . . . . . . . . .        (.66)   (.95)   (.99)    (.97)   (.82)    (.82)   (.83)        (.78)
                                                 ------  ------  ------   ------  ------   ------  ------       ------
Net asset value, end of period  . . . . . .      $10.86  $12.55  $11.90   $11.67  $11.19   $11.35  $11.06       $10.52
                                                 ======  ======  ======   ======  ======   ======  ======       ======
TOTAL RETURN (%)  . . . . . . . . . . . . .       (8.38)  13.85   10.88    13.36    6.02    10.32   13.48        (5.81)**

RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions)  . .         260     317     204      160     129      114      74           36
Ratio of operating expenses net, to
 average daily net assets (%) (a) . . . . .         .80     .92     .98     1.00    1.00     1.00     .67          .40*
Ratio of net investment income to average
 daily net assets (%)   . . . . . . . . . .        6.01    5.38    6.10     6.65    6.88     6.72    7.65         8.45*
Portfolio turnover rate (%) . . . . . . . .        34.3    56.4    56.6     45.5    33.4     75.8    36.7        131.8*
<FN>
(a) Reflects a per share amount of
    expenses, exclusive of management
    fees, reimbursed by the Adviser of. . .      $   --  $   --  $   --   $   --  $   --   $   --  $ .010       $ .066
   Reflects a per share amount of
    management fee not imposed by
    the Adviser of  . . . . . . . . . . . .      $  .02  $  .01  $   --   $   --  $  .01   $  .01  $  .05       $  .06
   Operating expense ratio, including
    expenses reimbursed, management
    fee and other expenses
    not imposed (%)   . . . . . . . . . . .         .97     .98     .99     1.04    1.09     1.15    1.25         1.80*
 * Annualized
** Not annualized
</TABLE>

<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Scudder High Yield Tax Free Fund (the "Fund") is organized as a diversified
series of Scudder Municipal Trust, a Massachusetts business trust, which is
registered under the Investment Company Act of 1940, as amended, as an open-end
management investment company. The policies described below are followed by the
Fund in the preparation of its financial statements in conformity with
generally accepted accounting principles.

SECURITY VALUATION. Portfolio debt securities with remaining maturities greater
than sixty days are valued by pricing agents approved by the Officers of the
Fund, which prices reflect broker/dealer-supplied valuations and electronic
data processing techniques. If the pricing agents are unable to provide such
quotations, the most recent bid quotation supplied by a bona fide market maker
shall be used. All other debt securities are valued at their fair value as
determined in good faith by the Valuation Committee of the Trustees. Short-term
investments having a maturity of sixty days or less are valued at amortized
cost.

WHEN-ISSUED AND FORWARD DELIVERY SECURITIES. The Fund may purchase securities
on a when-issued or forward delivery basis, for payment and delivery at a later
date. The price of such securities, which may be expressed in yield terms, is
fixed at the time the commitment to purchase is made, but delivery and payment
take place at a later time. At the time the Fund makes the commitment to
purchase a security on a when-issued or forward delivery basis, it will record
the transaction and reflect the value of the security in determining its net
asset value. During the period between purchase and settlement, no payment is
made by the Fund to the issuer and no interest accrues to the Fund. At the time
of settlement, the market value of the security may be more or less than the
purchase price.

FUTURES CONTRACTS. The Fund may enter into financial futures contracts for bona
fide hedging purposes. During the year ended December 31, 1994, to hedge
against the negative effects of rising interest rates, the Fund sold Municipal
Bond Index Futures contracts.


<PAGE>
SCUDDER HIGH YIELD TAX FREE FUND
- --------------------------------------------------------------------------------

Upon entering into a futures contract, the Fund is required to deposit with a
broker an amount ("initial margin") equal to a certain percentage of the
purchase price indicated in the futures contract. Subsequent payments
("variation margin") are made or received by the Fund each day, dependent on
the daily fluctuations in the value of the underlying security, and are
recorded for financial reporting purposes as unrealized gains or losses by the
Fund. When the Fund enters into a closing transaction, the Fund will realize,
for book purposes, a gain or loss equal to the difference between the value of
the futures contract to sell and the futures contract to buy. Futures contracts
are valued at the most recent settlement price. Certain risks may arise upon
entering into futures contracts from the contingency of imperfect market
conditions.

AMORTIZATION AND ACCRETION. All premiums and original issue discounts are
amortized/accreted for both tax and financial reporting purposes.

FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment
companies and to distribute all of its taxable and tax exempt income to its
shareholders. The Fund accordingly paid no federal income taxes and no
provision for federal income taxes was required.

At December 31, 1994, the Fund had a net tax basis capital loss carryforward of
approximately $2,144,000 which may be applied against any realized net taxable
capital gains of each succeeding year until fully utilized or until December
31, 2002, the expiration date. In addition, from November 1, 1994 through
December 31, 1994, the Fund incurred approximately $1,713,000 of net realized
capital losses. As permitted by tax regulations, the Fund intends to elect to
defer these losses and treat them as arising in the fiscal year ending December
31, 1995.

DISTRIBUTION OF INCOME AND GAINS. All of the net investment income of the Fund
is declared as a dividend to shareholders of record as of the close of business
each day and is paid to shareholders monthly. During any particular year, net
realized gains from investment transactions, in excess of available capital
loss carryforwards, would be taxable to the Fund if not distributed and,
therefore, will be distributed to shareholders. An additional distribution may
be made to the extent necessary to avoid the payment of a four percent federal
excise tax.

<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The Fund uses the specific identification method for determining realized gain
or loss on investments for both financial and federal income tax reporting
purposes.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax
regulations which may differ from generally accepted accounting principles.
These differences primarily relate to investments in futures contracts. As a
result, net investment income (loss) and net realized gain (loss) on investment
transactions for a reporting period may differ significantly from distributions
during such period. Accordingly, the Fund may periodically make
reclassifications among certain of its capital accounts without impacting the
net asset value of the Fund.

OTHER. Investment transactions are accounted for on a trade-date basis.
Interest income is accrued pro rata to the earlier of call or maturity.

B. PURCHASES AND SALES OF SECURITIES
- --------------------------------------------------------------------------------
Purchases and sales of long-term municipal investments for the year ended
December 31, 1994, were $98,979,700 and $124,452,505, respectively.

The aggregate face value of futures contracts opened and closed during the year
ended December 31, 1994 was $73,731,788 and $46,663,563, respectively.

C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Adviser directs the investments of
the Fund in accordance with its investment objectives, policies, and
restrictions. The Adviser determines the securities, instruments, and other
contracts relating to investments to be purchased, sold or entered into by the
Fund. In addition to portfolio management services, the Adviser provides
certain administrative services in accordance with the Agreement. The
management fee payable under the Agreement is equal to an annual rate of 0.70%
on the first $200,000,000 of average daily net assets, and 0.65% of such net
assets in excess of $200,000,000, computed and accrued daily and payable
monthly. The Agreement also provides that if the Fund's expenses exclusive of
taxes, interest, and extraordinary expenses, exceed specified limits, such
excess, up to the amount of the management fee, will be paid by the Adviser.

<PAGE>
SCUDDER HIGH YIELD TAX FREE FUND
- --------------------------------------------------------------------------------

For the year ended December 31, 1994, the fee pursuant to the Agreement
amounted to $1,526,385 which was equivalent to an annual effective rate of .52%
of the Fund's average daily net assets. The Adviser has agreed not to impose
all or a portion of its management fee until April 30, 1995, and during such
period to maintain the annualized expenses of the Fund at not more than .80% of
average daily net assets. For the year ended December 31, 1994, the Adviser did
not impose a portion of its management fee amounting to $498,322.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
For the year ended December 31, 1994, the amount charged to the Fund by SSC
aggregated $374,557 of which $28,046 is unpaid at December 31, 1994.

The Fund pays each Trustee not affiliated with the Adviser $4,000 annually plus
specified amounts for attended board and committee meetings. For the year ended
December 31, 1994, Trustees' fees aggregated $46,639.

<PAGE>
                                               REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE TRUSTEES OF SCUDDER MUNICIPAL TRUST AND THE SHAREHOLDERS OF SCUDDER HIGH
YIELD TAX FREE FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
High Yield Tax Free Fund, including the investment portfolio, as of December
31, 1994, and the related statement of operations for the year then ended, the
statements of changes in net assets and the financial highlights for each of
the seven years in the period then ended and for the period January 22, 1987
(commencement of operations) to December 31, 1987. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994 by correspondence with the custodian.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder High Yield Tax Free Fund as of December 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended and the financial highlights for each of
the seven years in the period then ended and for the period January 22, 1987
(commencement of operations) to December 31, 1987, in conformity with generally
accepted accounting principles.

Boston, Massachusetts                                   COOPERS & LYBRAND L.L.P.
February 21, 1995

<PAGE>
SCUDDER HIGH YIELD TAX FREE FUND
TAX INFORMATION
- --------------------------------------------------------------------------------

By now shareholders for whom year-end tax reporting is required by the IRS
should have received their Form 1099-DIV and tax information letter from the
Fund. For corporate shareholders no amount of the income dividends paid by the
Fund qualified for the dividends received deduction.

Of the dividends paid from net investment income for the fiscal year ended
December 31, 1994, 13.5% should be treated as an item of tax preference for
purposes of the federal alternative minimum tax, if applicable. Pursuant to
section 852 of the Internal Revenue Code, the Fund designates $17,800,000 as
exempt-interest dividends for the fiscal year ended December 31, 1994.

Please consult a tax adviser if you have questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Investor
Relations Representative at 1-800-225-5163.
<PAGE>

OFFICERS AND TRUSTEES

David S. Lee*
     President and Trustee

Daniel Pierce*
     Vice President and Trustee

Henry P. Becton, Jr.
     Trustee; President and General Manager, WGBH Educational Foundation

Dawn-Marie Driscoll
     Trustee; Attorney and Corporate Director

Peter B. Freeman
     Trustee; Corporate Director and Trustee

Dudley H. Ladd*
     Trustee

George M. Lovejoy, Jr.
     Trustee; Chairman Emeritus, Meredith & Grew, Incorporated

Wesley W. Marple, Jr.
     Trustee; Professor of Business Administration, Northeastern University
     College of Business Administration

Juris Padegs*
     Trustee

Donald C. Carleton*
     Vice President

Cuyler W. Findlay*
     Vice President

Jerard K. Hartman*
     Vice President

Thomas W. Joseph*
     Vice President

Thomas F. McDonough*
     Vice President and Secretary

Pamela A. McGrath*
     Vice President and Treasurer

Edward J. O'Connell*
     Vice President and Assistant Treasurer

Coleen Downs Dinneen*
     Assistant Secretary

* Scudder, Stevens & Clark, Inc.

INVESTMENT PRODUCTS AND SERVICES

INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

Money market
     Scudder Cash Investment Trust
     Scudder U.S. Treasury Money Fund
Tax free money market+
     Scudder Tax Free Money Fund
     Scudder California Tax Free Money Fund*
     Scudder New York Tax Free Money Fund*
Tax free+
     Scudder California Tax Free Fund*
     Scudder High Yield Tax Free Fund
     Scudder Limited Term Tax Free Fund
     Scudder Managed Municipal Bonds
     Scudder Massachusetts Limited Term Tax Free Fund*
     Scudder Massachusetts Tax Free Fund*
     Scudder Medium Term Tax Free Fund
     Scudder New York Tax Free Fund*
     Scudder Ohio Tax Free Fund*
     Scudder Pennsylvania Tax Free Fund*
Growth and Income
     Scudder Balanced Fund
     Scudder Growth and Income Fund
Income
     Scudder Emerging Markets Income Fund
     Scudder GNMA Fund
     Scudder Income Fund
     Scudder International Bond Fund
     Scudder Short Term Bond Fund
     Scudder Short Term Global Income Fund
     Scudder Zero Coupon 2000 Fund
Growth
     Scudder Capital Growth Fund
     Scudder Development Fund
     Scudder Global Fund
     Scudder Global Small Company Fund
     Scudder Gold Fund
     Scudder Greater Europe Growth Fund
     Scudder International Fund
     Scudder Latin America Fund
     Scudder Pacific Opportunities Fund
     Scudder Quality Growth Fund
     Scudder Value Fund
     The Japan Fund

Retirement Plans and Tax-Advantaged Investments

IRAs
Keogh Plans
Scudder Horizon Plan+++* (a variable annuity)
401(k) Plans
403(b) Plans
SEP-IRAs
Profit Sharing and Money Purchase
     Pension Plans

Closed-end Funds#

The Argentina Fund, Inc.
The Brazil Fund, Inc.
The First Iberian Fund, Inc.
The Korea Fund, Inc.
The Latin America Dollar Income Fund, Inc.
Montgomery Street Income Securities, Inc.
Scudder New Asia Fund, Inc.
Scudder New Europe Fund, Inc.
Scudder World Income Opportunities Fund, Inc.

Institutional Cash Management
Scudder Institutional Fund, Inc.
Scudder Fund, Inc.
Scudder Treasurers Trust(tm)++

     For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +A portion of the income from
the tax-free funds may be subject to federal, state and local taxes. *Not
available in all states. +++A no-load variable annuity contract provided by
Charter National Life Insurance Company and its affiliate, offered by
Scudder's insurance agencies, 1-800-225-2470. #These funds, advised by
Scudder, Stevens & Clark, Inc., are traded on various stock exchanges.
++For information on Scudder Treasurers Trust(tm), an institutional cash
management service that utilizes certain portfolios of Scudder Fund, Inc.
($100,000 minimum), call: 1-800-541-7703.


HOW TO CONTACT SCUDDER

Account Service and Information

     For existing account service and transactions
     
          SCUDDER INVESTOR RELATIONS
          1-800-225-5163
     
     For account updates, prices, yields, exchanges and redemptions
     
          SCUDDER AUTOMATED INFORMATION LINE (SAIL)
          1-800-343-2890
     
Investment Information

     To receive information about the Scudder funds, for additional
     applications and prospectuses, or for investment questions
     
          SCUDDER INVESTOR RELATIONS
          1-800-225-2470
     
     For establishing 401(k) and 403(b) plans
     
          SCUDDER DEFINED CONTRIBUTION SERVICES
          1-800-323-6105
     
Please address all correspondence to

     THE SCUDDER FUNDS
     P.O. BOX 2291
     BOSTON, MASSACHUSETTS
     02107-2291
     
Or stop by a Scudder Funds Center

     Many shareholders enjoy the personal, one-on-one service of the
     Scudder Funds Centers. Check for a Funds Center near you--they can be
     found in the following cities:
     
          Boca Raton
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
          San Diego
          San Francisco
          Scottsdale
          
For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and trusts
which utilizes certain portfolios of Scudder Fund, Inc.* ($100,000
minimum), call: 1-800-541-7703.

For information on Scudder Institutional Funds,* funds designed to meet the
broad investment management and service needs of banks and other
institutions, call: 1-800-854-8525.

Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor.

*    Contact Scudder Investor Services, Inc., Distributor, to receive a
     prospectus with more complete information, including management fees
     and expenses. Please read it carefully before you invest or send
     money.

Celebrating 75 Years of Serving Investors

     Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark was the first independent investment
counsel firm in the United States. Since its birth, Scudder's pioneering
spirit and commitment to professional long-term investment management have
helped shape the investment industry. In 1928, we introduced the nation's
first no-load mutual fund. Today we offer 36 pure no load(tm) funds,
including the first international mutual fund offered to U.S. investors.

     Over the years, Scudder's global investment perspective and dedication
to research and fundamental investment disciplines have helped Scudder
become one of the largest and most respected investment managers in the
world. Though times have changed since our beginnings, we remain committed
to our longstanding principles: managing money with integrity and
distinction, keeping the interests of our clients first; providing access
to investments and markets that may not be easily available to individuals;
and making investing as simple and convenient as possible through friendly,
comprehensive service.
<PAGE>
                            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, 1994.

                  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 seven fiscal years ended December 31, 1994.

                  Included in Part B:

                           Scudder Managed Municipal Bonds

                           Investment Portfolio as of December 31, 1994
                           Statement of Assets and Liabilities as of December
                           31, 1994 
                           Statement  of  Operations  for the fiscal  year ended
                           December 31, 1994
                           Statements  of  Changes  in Net  Assets  for  the two
                           fiscal years ended December 31, 1994
                           Financial  Highlights  for the ten fiscal years ended
                           December 31, 1994
                           Notes to Financial Statements
                           Report of Independent Accountants

                  Included in Part B:

                           Scudder High Yield Tax Free Fund

                           Investment Portfolio as of December 31, 1994
                           Statement of Assets and Liabilities as of December
                           31, 1994 
                           Statement of Operations  for the year ended  December
                           31, 1994
                           Statements  of  Changes  in Net  Assets  for  the two
                           fiscal years ended December 31, 1994
                           Financial  Highlights for the period January 22, 1987
                           (commencement of operations) to December 31, 1987 and
                           for the seven fiscal years ended December 31, 1994
                           Notes to Financial Statements
                           Report of Independent Accountants

                  Statements, schedules and historical information other than
                  those listed above have been omitted since they are either not
                  applicable or are not required.

                           All references 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").


                                 Part C - Page 1
<PAGE>

                   b.       Exhibits:

                            1.  (a)(1)   Amended and Restated Declaration of
                                         Trust dated December 11, 1987 is
                                         incorporated by reference to Exhibit
                                         1(a) to Post-Effective Amendment No. 21
                                         to the Registration Statement.

                                (a)(2)   Amendment  to Amended and  Restated
                                         Declaration of Trust dated December 11,
                                         1990 is incorporated by reference  to
                                         Exhibit 1(a)(2) to Post-Effective
                                         Amendment No. 24 to the Registration
                                         Statement.

                                (b)      Instrument dated October 29, 1986
                                         Establishing and Designating an
                                         Additional Series of Shares is
                                         incorporated by reference to
                                         Post-Effective Amendment No. 19 to
                                         the Registration Statement.

                                (c)      Amended Instrument dated November 6,
                                         1987, Establishing and Designating an
                                         Additional Series of Shares is
                                         incorporated by reference to Post-
                                         Effective Amendment No. 21 to the
                                         Registration Statement.

                            2.  (a)      By-laws of the Registrant dated
                                         September 24, 1976 as amended through
                                         December 31, 1979 is incorporated by
                                         reference to Post-Effective Amendment
                                         No. 9 to the Registration Statement.

                                (b)      Amendment to the By-Laws of Registrant
                                         as amended through December 31, 1979 is
                                         incorporated by reference to
                                         Post-Effective Amendment No. 11 to the
                                         Registration Statement.

                                (c)      Amendment to the By-Laws of Registrant
                                         as amended through December 8, 1987 is
                                         incorporated by reference to
                                         Post-Effective Amendment No. 24 to the
                                         Registration Statement.

                                (d)      Amendment dated August 13, 1991 to the
                                         By-Laws of the Registrant is
                                         incorporated by reference to
                                         Post-Effective Amendment No. 25 to the
                                         Registration Statement.

                                (e)      Amendment dated December 10, 1991 to
                                         the By-Laws of the Registrant is
                                         incorporated by reference to
                                         Post-Effective Amendment No. 25 to
                                         the Registration Statement.

                            3.           Inapplicable.

                            4.           Specimen certificate representing
                                         shares of beneficial interest with $.01
                                         par value is  incorporated by reference
                                         to Post-Effective Amendment No. 22 to
                                         the Registration Statement.

                            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 incorporated by reference
                                         to Post-Effective Amendment No. 24 to
                                         the Registration Statement.

                                (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 incorporated by reference
                                         to Post-Effective Amendment No. 24 to
                                         the Registration Statement.


                                 Part C - Page 2
<PAGE>

                                (c)      Investment Management Agreement between
                                         the Registrant (on behalf of Scudder
                                         Managed Municipal Bonds) and Scudder,
                                         Stevens & Clark, Inc. dated August 10,
                                         1993 is incorporated by reference to
                                         Post-Effective Amendment No. 27 to the
                                         Registration Statement.

                            6.           Underwriting Agreement between the
                                         Registrant and Scudder Investor
                                         Services, Inc., formerly Scudder Fund
                                         Distributors, Inc. dated January 12,
                                         1987 is incorporated by reference to
                                         Post-Effective Amendment No. 20 to the
                                         Registration Statement.

                            7.           Inapplicable.

                            8.  (a)(1)   Custodian Agreement between the
                                         Registrant and State Street Bank and
                                         Trust Company dated March 17, 1980 is
                                         incorporated by reference to
                                         Post-Effective Amendment No. 9 to the
                                         Registration Statement.

                                (a)(2)   Fee schedule for Exhibit 8(a)(1) is
                                         incorporated by reference to
                                         Post-Effective Amendment No. 22 to the
                                         Registration Statement.

                                (a)(3)   Amendment No. 1 to the Custodian
                                         Agreement between the Registrant and
                                         State Street Bank and Trust Company
                                         dated March 17, 1980 is incorporated by
                                         reference to Post-Effective Amendment
                                         No. 18 to the Registration Statement.

                                (a)(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.23 to the
                                         Registration Statement.

                                (a)(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.24 to
                                         the Registration Statement.

                                (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 incorporated by reference to
                                         Post-Effective Amendment No. 9 to the
                                         Registration Statement.

                                (c)      Subcustodian Agreement between Irving
                                         Trust Company and State Street Bank and
                                         Trust Company dated November 30, 1987
                                         is incorporated by reference to
                                         Post-Effective Amendment No. 22 to the
                                         Registration Statement.

                                (d)      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. 18 to the
                                         Registration Statement.

                                (e)      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. 22 to the
                                         Registration Statement.


                                 Part C - Page 3
<PAGE>

                                (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 incorporated by reference to
                                         Post-Effective Amendment No.22 to this
                                         Registration Statement.

                                (g)      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. 25 to the
                                         Registration Statement.

                                (i)      Fee Schedule for Exhibit 8(a)(1)is
                                         filed herein.

                            9.  (a)(1)   Transfer Agency, Service Agreement and
                                         Fee Schedule between the Registrant and
                                         Scudder Service Corporation dated
                                         October 2, 1989 is incorporated by
                                         reference to Post-Effective Amendment
                                         No. 23 to the Registration Statement.

                                 (a)(2)  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 filed herein.

                                 (a)(3)  Fund Accounting Services Agreement
                                         between the Registrant, on behalf of
                                         Scudder Managed Municipal Bonds, and
                                         Scudder Fund Accounting Corporation
                                         dated February 9, 1995 is filed herein.

                                 (b)     Application Form is filed herein.

                            10.          Opinion of Counsel is filed herein.

                            11.          Consent of Independent Accountants is
                                         filed herein.

                            12.          Article 6 Financial Data Schedules are
                                         filed herein.

                            13.          Inapplicable.

                            14.          Inapplicable.

                            15.          Inapplicable.

                            16.          Schedule for Computation of
                                         Performance Quotation is incorporated
                                         by reference to Post-Effective
                                         Amendment No. 22 to the Registration
                                         Statement.

                                         Power of Attorney is incorporated by
                                         reference to the signature page to
                                         Post-Effective Amendment No. 24 to the
                                         Registration Statement.


Item 25.          Persons Controlled by or under Common Control with Registrant.

                  None


                                 Part C - Page 4
<PAGE>

Item 26.          Number of Holders of Securities (as of April 1, 1995).

                                    (1)                           (2)
                              Title of Class             Number of Shareholders

                   Scudder Managed Municipal Bonds               13,482
                   shares of beneficial interest
                   ($ .01 par value)

                   Scudder High Yield Tax Free Fund              12,198
                   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;
                  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:


                                 Part C - Page 5
<PAGE>

                           (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

                                    (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


                                 Part C - Page 6
<PAGE>

                           (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.
<TABLE>
<CAPTION>

                           Business and Other Connections of Board
           Name            of Directors of Registrant's Adviser

<S>                        <C>

Stephen R. Beckwith        Director, Scudder, Stevens & Clark, Inc. (investment adviser)**

Lynn S. Birdsong           Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           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
                           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 (Luxembourg) S.A. (investment manager) #
                           Trustee, Scudder Funds Trust (investment company)*
                           President & Director, The Latin America Dollar Income Fund, Inc.  (investment company)**
                           President & Director, Scudder World Income Opportunities Fund, Inc.  (investment
                                 company)**
                           Director, Inverlatin Dollar Income Fund, Inc. (investment company) Georgetown, Grand
                                 Cayman, Cayman Islands
                           Director, ProMexico Fixed Income Dollar Fund, Inc. (investment company) Georgetown,
                                 Grand Cayman, Cayman Islands
                           Director, Canadian High Income Fund (investment company)#
                           Director, Hot Growth Companies Fund (investment company)#
                           Partner, George Birdsong Co., Rye, NY

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. (Director only on Scudder Global Fund,
                                 a series of Scudder Global Fund, Inc.) (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)###


                                 Part C - Page 7
<PAGE>

                           Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
                                 Toronto, Ontario, Canada
                           Vice President, Scudder, Stevens & Clark Overseas Corporation oo

Linda C. Coughlin          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Director, Scudder Investor Services, Inc. (broker/dealer)**
                           President & Trustee, AARP Cash Investment Funds  (investment company)**
                           President & Trustee, AARP Growth Trust (investment company)**
                           President & Trustee, AARP Income Trust (investment company)**
                           President & Trustee, AARP Tax Free Income Trust  (investment company)**
                           Director, SFA, Inc. (advertising agency)*

Margaret D. Hadzima        Director, Scudder, Stevens & Clark, Inc. (investment adviser)*

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 Development Fund (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 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 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 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)*

Dudley H. Ladd             Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*
                           Vice President & Trustee, Scudder Cash Investment Trust  (investment company)*
                           Trustee, Scudder Investment Trust (investment company)*
                           Trustee, Scudder Portfolio Trust (investment company)*
                           Trustee, Scudder Municipal Trust (investment company)*
                           Trustee, Scudder State Tax Free Trust (investment company)*
                           Vice President, Scudder U.S. Treasury Money Fund  (investment company)*
                           Vice President & Treasurer, SFA, Inc. (advertising agency)*


                                 Part C - Page 8
<PAGE>

Douglas M. Loudon          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President & Trustee, Scudder Development Fund (investment company)*
                           Vice President & Trustee, Scudder Equity Trust (investment company)*
                           Vice President, Scudder Global Fund, Inc. (investment company)**
                           Vice President, Scudder Investment Trust (investment company)*
                           Vice President & Director, Scudder Mutual Funds, Inc. (investment company)**
                           Vice President, AARP Cash Investment Funds (investment company)**
                           Vice President, AARP Growth Trust (investment company)**
                           Vice President, AARP Income Trust (investment company)**
                           Vice President, AARP Tax Free Income Trust (investment company)**
                           Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
                           Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
                           Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
                                 Toronto, Ontario, Canada
                           Chairman, World Capital Fund (investment company) Luxembourg ##
                           Managing Director, Kankaku - Scudder Capital Asset Management Corporation (investment
                                 adviser)**
                           Chairman & Director, Scudder, Stevens & Clark Japan,
                           Inc. (investment adviser)### 
                           President, The Japan Fund, Inc. (investment company)** 
                           Trustee, Scudder, Stevens & Clark Supplemental Retirement Income Plan
                           Trustee, Scudder, Stevens & Clark Profit Sharing Plan** 
                           Chairman & Director, The World Capital Fund (investment company) Luxembourg 
                           Chairman & Director, Scudder, Stevens & Clark (Luxembourg), S.A., Luxembourg# 
                           Chairman, Canadian High Income Fund (investment company) # Chairman, Hot Growth 
                                  Companies Fund (investment company) # 
                           Vice President & Director, Scudder Precious Metals, Inc. xxx 
                           Director, Berkshire Farm & Services for Youth Board of Governors & President, Investment 
                                  Counsel Association of America

John T. Packard            Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           President, Montgomery Street Income Securities, Inc. (investment company) o
                           Director, Scudder Realty Advisors, Inc. (realty investment adviser) x

Juris Padegs               Secretary & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Chairman & Director, The Brazil Fund, Inc.  (investment company)**
                           Trustee, Scudder Development Fund (investment company)*
                           Vice President & Trustee, Scudder Equity Trust (investment company)*
                           Chairman & Director, The First Iberian Fund, Inc. (investment company)**
                           Trustee, Scudder Funds Trust (investment company)*
                           Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)**
                           Trustee, Scudder Investment Trust (investment company)*
                           Vice President, Assistant Secretary & Director, Scudder International Fund, Inc.
                                 (investment company)**
                           Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
                           Trustee, Scudder Municipal Trust (investment company)*
                           Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
                           Vice President & Director, Scudder New Europe Fund, Inc. (investment company)**
                           Trustee, Scudder State Tax Free Trust (investment company)*
                           Vice President, Assistant Secretary & Director, Scudder New Asia Fund, Inc. (investment
                                 company)**
                           Vice President & Trustee, Scudder Tax Free Money Fund (investment company)*
                           Trustee, Scudder Tax Free Trust (investment company)*


                                 Part C - Page 9
<PAGE>
                           Chairman & Director, The Korea Fund, Inc. (investment company)**
                           Vice President & Director, The Argentina Fund, Inc. (investment company)**
                           Secretary, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser),
                                 Toronto, Ontario, Canada
                           Vice President & Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
                           Assistant Secretary, SFA, Inc. (advertising agency)*
                           Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)**
                           Assistant Treasurer & Director, Kankaku - Scudder Capital Asset Management (investment
                                 adviser)**
                           Chairman & Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
                           Chairman & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
                                 adviser)**
                           Chairman & Supervisory Director, Sovereign High Yield Investment Company N.V.
                                 (investment company) +
                           Director, President Investment Trust Corporation (Joint Venture)***
                           Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**
                           Director, Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx
                           Vice President & Director, Scudder Service Corporation (in-house transfer agent)*
                           Chairman, Scudder, Stevens & Clark Overseas Corporationoo
                           Director, Scudder Trust (Cayman) Ltd. (trust services company)xxx
                           Director, ICI Mutual Insurance Company, Inc., Washington, D.C.
                           Director, Baltic International USA
                           Director, Baltic International Airlines (a limited liability company) Riga, Latvia

Daniel Pierce              Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
                           Trustee, California Tax Free Trust (investment company)*
                           President & Trustee, Scudder Development Fund (investment company)**
                           President & Trustee, Scudder Equity Trust (investment company)**
                           Director, The First Iberian Fund, Inc. (investment company)**
                           President & Trustee, Scudder GNMA Fund (investment company)*
                           President & Trustee, Scudder Portfolio Trust (investment company)*
                           President & Trustee, Scudder Funds Trust (investment company)*
                           President & Director, Scudder Institutional Fund, Inc. (investment company)**
                           President & Director, Scudder Fund, Inc. (investment company)**
                           Director, Scudder International Fund, Inc. (investment company)**
                           President & Trustee, Scudder Investment Trust (investment company)*
                           Vice President & Trustee, Scudder Municipal Trust (investment company)*
                           President & Director, Scudder Mutual Funds, Inc. (investment company)**
                           Director, Scudder New Asia Fund, Inc. (investment company)**
                           Trustee, Scudder State Tax Free Trust (investment company)*
                           Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
                           Director, The Brazil Fund, Inc. (until 7/94) (investment company)**
                           Vice President & Assistant Treasurer, Montgomery Street Income Securities, Inc.
                                 (investment company)o
                           Vice President & Director, Scudder Global Fund, Inc.  (investment company)**
                           Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
                                 (broker/dealer)*
                           President & Director, Scudder Service Corporation (in-house transfer agent)*
                           Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
                                 adviser), Toronto, Ontario, Canada
                           Chairman, Assistant Treasurer & Director, Scudder, Stevens & Clark, Inc. (investment
                                 adviser)**
                           President & Director, Scudder Precious Metals, Inc. xxx


                                Part C - Page 10
<PAGE>
                           Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg 
                           Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England 
                           Director, Scudder Fund Accounting Corporation (in-house fund accounting agent)*
                           Director, Scudder Realty Holdings Corporation (a real estate holding company)* 
                           Director, Scudder Latin America Investment Trust PLC (investment company)@ Incorporator, 
                                 Scudder Trust Company (a trust 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

Cornelia M. Small          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President, Scudder Global Fund, Inc. (investment company)**
                           Vice President, AARP Cash Investment Funds (investment company)*
                           Vice President, AARP Growth Trust (investment company)*
                           Vice President, AARP Income Trust (investment company)*
                           Vice President, AARP Tax Free Income Trust (investment company)*

Edmond D. Villani          President & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Trustee, Scudder Development Fund (investment company)*
                           Chairman & Director, Scudder Global Fund, Inc. (investment company)**
                           Chairman & Director, Scudder International Fund, Inc. (investment company)**
                           Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
                           Chairman & Director, The Argentina Fund, Inc. (investment company)**
                           Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
                           Supervisory Director, Scudder Mortgage Fund (investment company) +
                           Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
                           Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
                           Chairman & Director, Scudder World Income Opportunities Fund, Inc.  (investment
                                 company)**
                           Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
                                 & II (investment company)+
                           Director, The Brazil Fund, Inc. (investment company)**
                           Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
                           President & Director, Scudder, Stevens & Clark Overseas Corporation oo
                           President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
                                 adviser)**
                           Director, IBJ Global Investment Manager S.A., (Luxembourg investment management
                                 company) Luxembourg, Grand-Duchy of Luxembourg

         *        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
         #        11, rue Aldringen, L-1118 Luxembourg, Grand-Duchy of Luxembourg
         +        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
</TABLE>


                                Part C - Page 11
<PAGE>

Item 29.          Principal Underwriters.

         (a)      Scudder California Tax Free Trust
                  Scudder Cash Investment Trust
                  Scudder Development Fund
                  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 Portfolio 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
                  The Japan Fund, Inc.

         (b)
<TABLE>
<CAPTION>

         (1)                               (2)                                     (3)

         Name and Principal                Position and Offices with               Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------
          <S>                              <C>                                     <C>
         Charles S. Boit                   Assistant Treasurer                     None
         Two International Place
         Boston, MA  02110

         E. Michael Brown                  Assistant Treasurer                     None
         Two International Place
         Boston, MA  02110

         Linda Coughlin                    Director                                None
         345 Park Avenue
         New York, NY  10154

         Richard W. Desmond                Vice President                          None
         345 Park Avenue
         New York, NY  10154

         Coleen Downs Dinneen              Assistant Clerk                         Assistant Secretary
         Two International Place
         Boston, MA  02110


                                Part C - Page 12
<PAGE>

         Name and Principal                Position and Offices with               Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------

         Paul J. Elmlinger                 Vice President                          None
         345 Park Avenue
         New York, NY  10154

         Cuyler W. Findlay                 Senior Vice President and               Vice President
         345 Park Avenue                   Director
         New York, NY 10154

         Thomas W. Joseph                  Vice President, Director,               Vice President
         Two International Place           Treasurer and Assistant Clerk
         Boston, MA 02110

         Dudley H. Ladd                    Senior Vice President and               Trustee
         Two International Place           Director
         Boston, MA 02110

         David S. Lee                      President, Assistant                    President and Trustee
         Two International Place           Treasurer and Director
         Boston, MA 02110

         Douglas M. Loudon                 Senior Vice President                   None
         345 Park Avenue
         New York, NY  10154

         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

         Juris Padegs                      Vice President and Director             Trustee
         345 Park Avenue
         New York, NY 10154

         Daniel Pierce                     Vice President, Director                Vice President and Trustee
         Two International Place           and Assistant Treasurer
         Boston, MA 02110

         Robert E. Pruyne                  Assistant Treasurer                     None
         Two International Place
         Boston, MA 02110

         Kathryn L. Quirk                  Vice President                          None
         345 Park Avenue
         New York, NY  10154


                                Part C - Page 13
<PAGE>

         Name and Principal                Position and Offices with               Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------

         David B. Watts                    Assistant Treasurer                     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.
</TABLE>


         (c)

<TABLE>
<CAPTION>
                     (1)                     (2)                 (3)                 (4)                 (5)
                                       Net Underwriting    Compensation on
              Name of Principal         Discounts and        Redemptions          Brokerage             Other
                 Underwriter             Commissions       and Repurchases       Commissions        Compensation
               <S>                      <C>                      <C>                 <C>                 <C>
               Scudder Investor              None                None                None               None
                Services, Inc.

</TABLE>

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.
                  Records relating to the duties of the Registrant's custodian
                  are maintained by State Street Bank and Trust Company,
                  Heritage Drive, North Quincy, Massachusetts.

Item 31.          Management Services.

                  Inapplicable.

Item 32.          Undertakings.

                  Inapplicable.



                                Part C - Page 14
<PAGE>
                                   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 3rd day of April, 1995.

                                       SCUDDER MUNICIPAL TRUST

                                       By /s/Thomas F. McDonough
                                             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


/s/David S. Lee               President (Principal
   David S. Lee*              Executive                       April 3, 1995
                              Officer) and Trustee

/s/Henry P. Becton, Jr.       Trustee                         April 3, 1995   
   Henry P. Becton, Jr.*                               

/s/Dawn-Marie Driscoll        Trustee                         April 3, 1995
   Dawn-Marie Driscoll*

/s/Peter B. Freeman           Trustee                         April 3, 1995
   Peter B. Freeman* 

/s/Dudley H. Ladd             Trustee                         April 3, 1995
   Dudley H. Ladd*

/s/George M. Lovejoy, Jr.     Trustee                         April 3, 1995
   George M. Lovejoy, Jr.*

/s/Wesley W. Marple, Jr.      Trustee                         April 3, 1995
   Wesley W. Marple, Jr.*

/s/Juris Padegs               Trustee                         April 3, 1995
   Juris Padegs*

/s/Daniel Pierce              Vice President and Trustee      April 3, 1995
   Daniel Pierce*

/s/Pamela A. McGrath          Vice President and Treasurer    April 3, 1995
   Pamela A. McGrath          (Principal Financial and
                              Accounting Officer)


*By:      /s/Thomas F. McDonough
          Thomas F. McDonough,
          Attorney-in-fact pursuant to power
          of attorney contained in the
          signature page of Post-Effective
          Amendment No. 24 to the
          Registration Statement filed on
          February 25, 1991.

<PAGE>

                                                              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. 29

                           TO REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                                      AND

                                AMENDMENT NO. 20

                           TO REGISTRATION STATEMENT

                                     UNDER

                       THE INVESTMENT COMPANY ACT OF 1940


                            SCUDDER MUNICIPAL TRUST


<PAGE>


                            SCUDDER MUNICIPAL TRUST

                                 EXHIBIT INDEX


                                  Exhibit 8(i)

                                Exhibit 9(a)(2)

                                Exhibit 9(a)(3)

                                  Exhibit 9(b)

                                   Exhibit 10

                                   Exhibit 11

                                   Exhibit 12






                                                                   EXHIBIT 8 (i)

                       STATE STREET BANK AND TRUST COMPANY
                                        
                             CUSTODIAN FEE SCHEDULE
                                        
                            SCUDDER COMPLEX OF FUNDS
                            (As listed in Schedule A)

I.   ADMINISTRATION

     CUSTODY 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 in local and base currency.
     Withhold foreign taxes. File foreign tax reclaims. Monitor corporate
     actions.  Report portfolio positions.

A.   DOMESTIC ASSETS

     First $10 Billion        .60 Basis Points
     Second $10 Billion       .55 Basis Points
     Third $10 Billion        .50 Basis Points
     Fourth $10 Billion       .40 Basis Points
     Over $40 Billion         .30 Basis Points

     A minimum charge of $6,000 annually will be applied to new funds which do
     not reach $100mm within one year from inception. This minimum charge would
     begin in the 13th month.

B.   GLOBAL ASSETS

<TABLE>
<CAPTION>
Country Grouping
Group A        Group B        Group C        Group D        Group E        Group F        Group G
- -------        -------        -------        -------        -------        -------        -------
<C>            <C>            <C>            <C>            <C>            <C>            <C>
Euroclear      Austria        Australia      Denmark        Portugal       Indonesia      Argentina
Japan          Canada         Belgium        Finland        Spain          Malaysia       Bangladesh
               Germany        Hong Kong      France                        Philippines    Brazil
                              Netherlands    Ireland                       South Korea    Chile
                              New Zealand    Italy                         Sri Lanka      China
                              Singapore      Luxembourg                    Sweden         Columbia
                              Switzerland    Mexico                        Taiwan         Cypress
                                             Norway                                       Greece
                                             Thailand                                     Hungary
                                             U.K.                                         India
                                                                                          Israel
                                                                                          Pakistan
                                                                                          Peru
                                                                                          Turkey
                                                                                          Uruguay
                                                                                          Venezuela
</TABLE>

Holding Charges in Basis Points (Annual Fee)

Group A   Group B   Group C   Group D   Group E   Group F   Group G
- -------   -------   -------   -------   -------   -------   -------
  3.5       5.0       6.0       8.0       20.0      25.0      40.0

II.  PORTFOLIO TRADES - FOR EACH LINE ITEM PROCESSED

     State Street Bank Repos                        $ 7.00
                                                          
     DTC or Fed Book Entry                          $l2.00
                                                          
     New York Physical Settlements                  $25.00
                                                          
     PTC Purchase, Sale Deposit or Withdrawal       $16.00
                                                          
     Global Trades                                        

 Group A & B      Group C        Group D      Group E & F      Group G
 -----------      -------        -------     ------------      -------
     $25            $40            $50            $70           $150

III. OPTIONS

     Option charge for each option written or       $25.00
     closing contract, per issue, per broker
                                                          
     Option expiration charge, per issue, per       $15.00
     broker
                                                          
     Option exercised charge, per issue, per        $15.00
     broker

IV.  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.

V.   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.

VI.  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                          Transfer Fees
     Wire Charges ($5.00 per wire in    Sub-custodian Charges
     and $5.25 out)
     Postage and Insurance              Price Waterhouse Audit Letter
     Courier Service                    Federal Reserve Fee for Return Check
                                        items over $2,500 -- $4.25 each
     Duplicating                        GNMA Transfer -- $15.00 each
     Legal Fees                         Stamp Duties
     Supplies Related to Fund Records   Registration Fees
     Rush Transfer--$8.00 each          

Scudder Complex of Funds                     STATE STREET BANK & TRUST COMPANY
(as listed in Schedule A)

By        /s/Pamela A. McGrath               By:       /s/Michael L. Williams
Title:    Treasurer and Vice President       Title:    Vice President
Date:     August 1, 1994                     Date:     July 27, 1994



                            Scudder Complex of Funds
                                   Schedule A

                                                       Estimated
          Fund                                         Effective Date
          ----                                         --------------
          Scudder California Tax Free                  8/1/94
          Scudder Cash Investment Trust                8/1/94
          Scudder U.S. Treasury Money                  8/1/94
          Scudder Limited Term Tax Free                8/1/94
          Scudder Mass Limited Term Tax Free           8/1/94
          SFI Managed Cash                             8/1/94
          SFI Managed Federal Securities               8/1/94
          SFI Managed Government Securities            8/1/94
          SIFI Cash                                    8/1/94
          SIFI Federal                                 8/1/94
          SIFI Government                              8/1/94
          Scudder Variable Life Balanced               8/1/94
          Scudder Variable Life Growth & Income        8/1/94
          Scudder Variable Life Capital Growth         8/1/94
          Scudder Variable Life International          8/1/94
          Scudder Variable Life Bond                   8/1/94
          Scudder Variable Life Money Market           8/1/94
          SFI Managed Tax Free                         8/15/94
          SIFI Tax Free                                8/15/94
          Scudder California Tax Free Money            9/15/94
          Scudder Growth & Income                      9/15/94
          SFI Managed Intermediate Government          9/15/94
          Scudder Tax Free Money Fund                  9/15/94
          Scudder New York Tax Free Money              9/15/94
          Scudder Ohio Tax Free                        10/1/94
          Scudder Pennsylvania Tax Free                10/1/94
          Scudder GNMA                                 10/1/94
          Scudder Massachusetts Tax Free               10/1/94
          Scudder New York Tax Free                    10/1/94
          Scudder Capital Growth                       10/1/94
          Scudder Value                                10/1/94
          Scudder Quality Growth                       10/1/94
          Scudder Medium Term Tax Free                 10/1/94
          Scudder Zero Coupon 2000                     10/1/94
          Scudder High Yield Tax Free                  10/15/94
          Scudder Managed Municipal Bond               10/15/94
          Scudder Balanced                             11/1/94
          Scudder Income                               11/1/94
          Scudder Global Fund                          1/1/95
          Scudder Gold                                 1/1/95
          Short Term Bond                              1/1/95
          AARP Balanced Stock & Bond                   3/1/95
          AARP Capital Growth                          3/1/95
          AARP GNMA                                    3/1/95
          AARP Growth & Income                         3/1/95
          AARP High Quality Bond                       3/1/95
          AARP High Quality Money                      3/1/95
          AARP HQ Tax Free Money                       3/1/95
          AARP Ins TF General Bond                     3/1/95
          First Iberian                                4/1/95



                                                            Exhibit 9(a)(2)
                                                                           
                    FUND ACCOUNTING SERVICES AGREEMENT

THIS AGREEMENT is made on the 23rd day of January, 1995 between Scudder
Municipal Trust (the "Fund"), on behalf of Scudder High Yield Tax Free Fund
(hereinafter called the "Portfolio"), a registered open-end management
investment company with its principal place of business in Boston,
Massachusetts and Scudder Fund Accounting Corporation, with its principal
place of business in Boston, Massachusetts (hereinafter called "FUND
ACCOUNTING").

WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;

NOW THEREFORE in consideration of the mutual promises herein made, the Fund
and FUND ACCOUNTING agree as follows:

Section 1.  Duties of FUND ACCOUNTING - General

     FUND ACCOUNTING is authorized to act under the terms of this Agreement
     as the Portfolio's fund accounting agent, and as such FUND ACCOUNTING
     shall:

     a.   Maintain and preserve all accounts, books, financial records and
          other documents as are required of the Fund under Section 31 of
          the Investment Company Act of 1940 (the "1940 Act") and Rules
          31a-1, 31a-2 and 31a-3 thereunder, applicable federal and state
          laws and any other law or administrative rules or procedures
          which may be applicable to the Fund on behalf of the Portfolio,
          other than those accounts, books and financial records required
          to be maintained by the Fund's custodian or transfer agent and/or
          books and records maintained by all other service providers
          necessary for the Fund to conduct its business as a registered
          open-end management investment company.  All such books and
          records shall be the property of the Fund and shall at all times
          during regular business hours be open for inspection by, and
          shall be surrendered promptly upon request of, duly authorized
          officers of the Fund.  All such books and records shall at all
          times during regular business hours be open for inspection, upon
          request of duly authorized officers of the Fund, by employees or
          agents of the Fund and employees and agents of the Securities and
          Exchange Commission.
     b.   Record the current day's trading activity and such other proper
          bookkeeping entries as are necessary for determining that day's
          net asset value and net income.
     c.   Render statements or copies of records as from time to time are
          reasonably requested by the Fund.
     d.   Facilitate audits of accounts by the Fund's independent public
          accountants or by any other auditors employed or engaged by the
          Fund or by any regulatory body with jurisdiction over the Fund.
     e.   Compute the Portfolio's net asset value per share, and, if
          applicable, its public offering price and/or its daily dividend
          rates and money market yields, in accordance with Section 3 of
          the Agreement and notify the Fund and such other persons as the
          Fund may reasonably request of the net asset value per share, the
          public offering price and/or its daily dividend rates and money
          market yields.

Section 2.  Valuation of Securities

     Securities shall be valued in accordance with (a) the Fund's
     Registration Statement, as amended or supplemented from time to time
     (hereinafter referred to as the "Registration Statement"); (b) the
     resolutions of the Board of Trustees of the Fund at the time in force
     and applicable, as they may from time to time be delivered to FUND
     ACCOUNTING, and (c) Proper Instructions from such officers of the Fund
     or other persons as are from time to time authorized by the Board of
     Trustees of the Fund to give instructions with respect to computation
     and determination of the net asset value.  FUND ACCOUNTING may use one
     or more external pricing services, including broker-dealers, provided
     that an appropriate officer of the Fund shall have approved such use
     in advance.

Section 3.  Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields

     FUND ACCOUNTING shall compute the Portfolio's net asset value,
     including net income, in a manner consistent with the specific
     provisions of the Registration Statement.  Such computation shall be
     made as of the time or times specified in the Registration Statement.

     FUND ACCOUNTING shall compute the daily dividend rates and money
     market yields, if applicable, in accordance with the methodology set
     forth in the Registration Statement.

Section 4.  FUND ACCOUNTING's Reliance on Instructions and Advice

     In maintaining the Portfolio's books of account and making the
     necessary computations FUND ACCOUNTING shall be entitled to receive,
     and may rely upon, information furnished it by means of Proper
     Instructions, including but not limited to:

     a.   The manner and amount of accrual of expenses to be recorded on
          the books of the Portfolio;
     b.   The source of quotations to be used for such securities as may
          not be available through FUND ACCOUNTING's normal pricing
          services;
     c.   The value to be assigned to any asset for which no price
          quotations are readily available;
     d.   If applicable, the manner of computation of the public offering
          price and such other computations as may be necessary;
     e.   Transactions in portfolio securities;
     f.   Transactions in shares of beneficial interest.

     FUND ACCOUNTING shall be entitled to receive, and shall be entitled to
     rely upon, as conclusive proof of any fact or matter required to be
     ascertained by it hereunder, a certificate, letter or other instrument
     signed by an authorized officer of the Fund or any other person
     authorized by the Fund's Board of Trustees.

     FUND ACCOUNTING shall be entitled to receive and act upon advice of
     Counsel (which may be Counsel for the Fund) at the reasonable expense
     of the Portfolio and shall be without liability for any action taken
     or thing done in good faith in reliance upon such advice.

     FUND ACCOUNTING shall be entitled to receive, and may rely upon,
     information received from the Transfer Agent.

Section 5.  Proper Instructions

     "Proper Instructions" as used herein means any certificate, letter or
     other instrument or telephone call reasonably believed by FUND
     ACCOUNTING to be genuine and to have been properly made or signed by
     any authorized officer of the Fund or person certified to FUND
     ACCOUNTING as being authorized by the Board of Trustees.  The Fund, on
     behalf of the Portfolio, shall cause oral instructions to be confirmed
     in writing.  Proper Instructions may include communications effected
     directly between electro-mechanical or electronic devices as from time
     to time agreed to by an authorized officer of the Fund and FUND
     ACCOUNTING.

     The Fund, on behalf of the Portfolio, agrees to furnish to the
     appropriate person(s) within FUND ACCOUNTING a copy of the
     Registration Statement as in effect from time to time.  FUND
     ACCOUNTING may conclusively rely on the Fund's most recently delivered
     Registration Statement for all purposes under this Agreement and shall
     not be liable to the Portfolio or the Fund in acting in reliance
     thereon.

Section 6.  Standard of Care and Indemnification

     FUND ACCOUNTING shall exercise reasonable care and diligence in the
     performance of its duties hereunder.  The Fund agrees that FUND
     ACCOUNTING shall not be liable under this Agreement for any error of
     judgment or mistake of law made in good faith and consistent with the
     foregoing standard of care, provided that nothing in this Agreement
     shall be deemed to protect or purport to protect FUND ACCOUNTING
     against any liability to the Fund, the Portfolio or its shareholders
     to which FUND ACCOUNTING would otherwise be subject by reason of
     willful misfeasance, bad faith or negligence in the performance of its
     duties, or by reason of its reckless disregard of its obligations and
     duties hereunder.

     The Fund agrees, on behalf of the Portfolio, to indemnify and hold
     harmless FUND ACCOUNTING and its employees, agents and nominees from
     all taxes, charges, expenses, assessments, claims and liabilities
     (including reasonable attorneys' fees) incurred or assessed against
     them in connection with the performance of this Agreement, except such
     as may arise from their own negligent action, negligent failure to act
     or willful misconduct.  The foregoing notwithstanding, FUND ACCOUNTING
     will in no event be liable for any loss resulting from the acts,
     omissions, lack of financial responsibility, or failure to perform the
     obligations of any person or organization designated by the Fund to be
     the authorized agent of the Portfolio as a party to any transactions.


     FUND ACCOUNTING's responsibility for damage or loss with respect to
     the Portfolio's records arising from fire, flood, Acts of God,
     military power, war, insurrection or nuclear fission, fusion or
     radioactivity shall be limited to the use of FUND ACCOUNTING's best
     efforts to recover the Portfolio's records determined to be lost,
     missing or destroyed.

Section 7.  Compensation and FUND ACCOUNTING Expenses

     FUND ACCOUNTING shall be paid as compensation for its services
     pursuant to this Agreement such compensation as may from time to time
     be agreed upon in writing by the two parties.  FUND ACCOUNTING shall
     be entitled to recover its reasonable telephone, courier or delivery
     service, and all other reasonable out-of-pocket, expenses as incurred,
     including, without limitation, reasonable attorneys' fees and
     reasonable fees for pricing services.

Section 8.  Amendment and Termination

     This Agreement 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 an
     instrument in writing delivered or mailed to the other party.  Such
     termination shall take effect not sooner than ninety (90) days after
     the date of delivery or mailing of such notice of termination.  Any
     termination date is to be no earlier than four months from the
     effective date hereof.  Upon termination, FUND ACCOUNTING will turn
     over to the Fund or its designee and cease to retain in FUND
     ACCOUNTING files, records of the calculations of net asset value and
     all other records pertaining to its services hereunder; provided,
     however, FUND ACCOUNTING in its discretion may make and retain copies
     of any and all such records and documents which it determines
     appropriate or for its protection.

Section 9.  Services Not Exclusive

     FUND ACCOUNTING's services pursuant to this Agreement are not to be
     deemed to be exclusive, and it is understood that FUND ACCOUNTING may
     perform fund accounting services for others.  In acting under this
     Agreement, FUND ACCOUNTING shall be an independent contractor and not
     an agent of the Fund or the Portfolio.

Section 10.  Limitation of Liability for Claims

     The Fund's Declaration of Trust, dated December 8, 1987, as amended to
     date (the "Declaration"), a copy of which, together with all
     amendments thereto, is on file in the Office of the Secretary of State
     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 the Portfolio, or Trustee, officer,
     employee or agent of the Fund shall be subject to claims against or
     obligations of the Trust or of the Portfolio to any extent whatsoever,
     but that the Trust estate only shall be liable.

     FUND ACCOUNTING is expressly put on notice of the limitation of
     liability as set forth in the Declaration and FUND ACCOUNTING agrees
     that the obligations assumed by the Fund and/or the Portfolio under
     this Agreement shall be limited in all cases to the Portfolio and its
     assets, and FUND ACCOUNTING shall not seek satisfaction of any such
     obligation from the shareholders or any shareholder of the Fund or the
     Portfolio or any other series of the Fund, or from any Trustee,
     officer, employee or agent of the Fund.  FUND ACCOUNTING understands
     that the rights and obligations of the Portfolio under the Declaration
     are separate and distinct from those of any and all other series of
     the Fund.

Section 11.  Notices

     Any notice shall be sufficiently given when delivered or mailed to the
     other party at the address of such party set forth below or to such
     other person or at such other address as such party may from time to
     time specify in writing to the other party.

     If to FUND ACCOUNTING:        Scudder Fund Accounting Corporation
                                   Two International Place
                                   Boston, Massachusetts  02110
                                   Attn:  Vice President

     If to the Fund - Portfolio:   Scudder Municipal Trust -
                                   Scudder High Yield Tax Free Fund
                                   Two International Place
                                   Boston, Massachusetts  02110
                                   Attn:  President, Secretary or Treasurer

Section 12.  Miscellaneous

     This Agreement may not be assigned by FUND ACCOUNTING without the
     consent of the Fund as authorized or approved by resolution of its
     Board of Trustees.

     In connection with the operation of this Agreement, the Fund and FUND
     ACCOUNTING may agree from time to time on such provisions interpretive
     of or in addition to the provisions of this Agreement as in their
     joint opinions may be consistent with this Agreement.  Any such
     interpretive or additional provisions shall be in writing, signed by
     both parties and annexed hereto, but no such provisions shall be
     deemed to be an amendment of this Agreement.

     This Agreement shall be governed and construed in accordance with the
     laws of the Commonwealth of Massachusetts.

     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.

     This Agreement constitutes the entire agreement between the parties
     concerning the subject matter hereof, and supersedes any and all prior
     understandings.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and its
seal to be hereunder affixed as of the date first written above.


                    SCUDDER MUNICIPAL TRUST, on behalf of
                    Scudder High Yield Tax Free Fund

                    By   /s/David S. Lee
                         President


                    SCUDDER FUND ACCOUNTING CORPORATION

                    By:  /s/Pamela A. McGrath
                         Vice President




                                                            Exhibit 9(a)(3)
                                                                           
                       FUND ACCOUNTING SERVICES AGREEMENT

THIS  AGREEMENT  is  made  on the  9th day of  February,  1995  between  Scudder
Municipal  Trust (the  "Fund"),  on behalf of Scudder  Managed  Municipal  Bonds
(hereinafter   called  the  "Portfolio"),   a  registered   open-end  management
investment company with its principal place of business in Boston, Massachusetts
and Scudder Fund Accounting Corporation, with its principal place of business in
Boston, Massachusetts (hereinafter called "FUND ACCOUNTING").

WHEREAS,  the  Portfolio  has need for certain  accounting  services  which FUND
ACCOUNTING is willing and able to provide;

NOW THEREFORE in  consideration of the mutual promises herein made, the Fund and
FUND ACCOUNTING agree as follows:

Section 1.  Duties of FUND ACCOUNTING - General

         FUND  ACCOUNTING is authorized to act under the terms of this Agreement
         as the Portfolio's  fund accounting  agent, and as such FUND ACCOUNTING
         shall:

         a.    Maintain and preserve all accounts,  books, financial records and
               other  documents as are required of the Fund under  Section 31 of
               the  Investment  Company  Act of 1940 (the "1940  Act") and Rules
               31a-1,  31a-2 and 31a-3 thereunder,  applicable federal and state
               laws and any  other  law or  administrative  rules or  procedures
               which may be applicable  to the Fund on behalf of the  Portfolio,
               other than those accounts,  books and financial  records required
               to be maintained by the Fund's custodian or transfer agent and/or
               books  and  records  maintained  by all other  service  providers
               necessary  for the Fund to conduct its  business as a  registered
               open-end  management  investment  company.  All  such  books  and
               records  shall be the property of the Fund and shall at all times
               during  regular  business  hours be open for  inspection  by, and
               shall be  surrendered  promptly upon request of, duly  authorized
               officers  of the Fund.  All such books and  records  shall at all
               times during regular business hours be open for inspection,  upon
               request of duly authorized  officers of the Fund, by employees or
               agents of the Fund and employees and agents of the Securities and
               Exchange Commission.

         b.    Record the current day's  trading  activity and such other proper
               bookkeeping  entries as are necessary for determining  that day's
               net asset value and net income.

         c.    Render  statements  or copies of records as from time to time are
               reasonably requested by the Fund.

         d.    Facilitate  audits of accounts by the Fund's  independent  public
               accountants or by any other  auditors  employed or engaged by the
               Fund or by any regulatory body with jurisdiction over the Fund.

         e.    Compute  the  Portfolio's  net asset  value per  share,  and,  if
               applicable,  its public  offering price and/or its daily dividend
               rates and money market  yields,  in accordance  with Section 3 of
               the  Agreement  and notify the Fund and such other persons as the
               Fund may reasonably request of the net asset value per share, the
               public  offering  price and/or its daily dividend rates and money
               market yields.

                                       1
<PAGE>

Section 2. Valuation of Securities

         Securities   shall  be  valued  in  accordance   with  (a)  the  Fund's
         Registration  Statement,  as amended or supplemented  from time to time
         (hereinafter  referred  to as the  "Registration  Statement");  (b) the
         resolutions  of the Board of  Trustees of the Fund at the time in force
         and  applicable,  as they may from  time to time be  delivered  to FUND
         ACCOUNTING,  and (c) Proper Instructions from such officers of the Fund
         or other  persons as are from time to time  authorized  by the Board of
         Trustees of the Fund to give  instructions  with respect to computation
         and  determination of the net asset value.  FUND ACCOUNTING may use one
         or more external pricing services,  including broker-dealers,  provided
         that an appropriate officer of the Fund shall have approved such use in
         advance.

Section 3. Computation of Net Asset Value, Public Offering Price, Daily Dividend
Rates and Yields

         FUND  ACCOUNTING   shall  compute  the  Portfolio's  net  asset  value,
         including  net  income,  in  a  manner  consistent  with  the  specific
         provisions of the Registration  Statement.  Such  computation  shall be
         made as of the time or times specified in the Registration Statement.

         FUND ACCOUNTING shall compute the daily dividend rates and money market
         yields, if applicable,  in accordance with the methodology set forth in
         the Registration Statement.

Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice

         In  maintaining  the  Portfolio's  books  of  account  and  making  the
         necessary  computations  FUND ACCOUNTING  shall be entitled to receive,
         and  may  rely  upon,  information  furnished  it by  means  of  Proper
         Instructions, including but not limited to:

         a.    The manner and amount of accrual of  expenses  to be  recorded on
               the books of the Portfolio;

         b.    The source of  quotations  to be used for such  securities as may
               not  be  available  through  FUND  ACCOUNTING's   normal  pricing
               services;

         c.    The  value  to be  assigned  to any  asset  for  which  no  price
               quotations are readily available;

         d.    If applicable,  the manner of computation of the public  offering
               price and such other computations as may be necessary;

         e.    Transactions in portfolio securities;

         f.    Transactions in shares of beneficial interest.

         FUND ACCOUNTING shall be entitled to receive,  and shall be entitled to
         rely upon,  as  conclusive  proof of any fact or matter  required to be
         ascertained by it hereunder, a certificate,  letter or other instrument
         signed  by an  authorized  officer  of the  Fund  or any  other  person
         authorized by the Fund's Board of Trustees.

         FUND  ACCOUNTING  shall be  entitled  to receive and act upon advice of
         Counsel (which may be Counsel for the Fund) at the  reasonable  expense
         of the Portfolio and shall be without liability for any action taken or
         thing done in good faith in reliance upon such advice.


                                       2
<PAGE>

         FUND  ACCOUNTING  shall be  entitled  to  receive,  and may rely  upon,
         information received from the Transfer Agent.

Section 5. Proper Instructions

         "Proper  Instructions" as used herein means any certificate,  letter or
         other  instrument  or  telephone  call  reasonably   believed  by  FUND
         ACCOUNTING  to be genuine and to have been  properly  made or signed by
         any  authorized  officer  of the  Fund  or  person  certified  to  FUND
         ACCOUNTING as being  authorized by the Board of Trustees.  The Fund, on
         behalf of the Portfolio,  shall cause oral instructions to be confirmed
         in writing.  Proper  Instructions may include  communications  effected
         directly between  electro-mechanical or electronic devices as from time
         to time  agreed  to by an  authorized  officer  of the  Fund  and  FUND
         ACCOUNTING.

         The  Fund,  on  behalf  of the  Portfolio,  agrees  to  furnish  to the
         appropriate person(s) within FUND ACCOUNTING a copy of the Registration
         Statement  as  in  effect  from  time  to  time.  FUND  ACCOUNTING  may
         conclusively  rely on the Fund's most recently  delivered  Registration
         Statement for all purposes under this Agreement and shall not be liable
         to the Portfolio or the Fund in acting in reliance thereon.

Section 6. Standard of Care and Indemnification

         FUND  ACCOUNTING  shall exercise  reasonable  care and diligence in the
         performance  of  its  duties  hereunder.  The  Fund  agrees  that  FUND
         ACCOUNTING  shall not be liable under this  Agreement  for any error of
         judgment or mistake of law made in good faith and  consistent  with the
         foregoing  standard of care,  provided  that nothing in this  Agreement
         shall be deemed to  protect  or  purport  to  protect  FUND  ACCOUNTING
         against any liability to the Fund, the Portfolio or its shareholders to
         which FUND  ACCOUNTING  would otherwise be subject by reason of willful
         misfeasance,  bad faith or negligence in the performance of its duties,
         or by reason of its reckless  disregard of its  obligations  and duties
         hereunder.

         The Fund agrees,  on behalf of the  Portfolio,  to  indemnify  and hold
         harmless FUND  ACCOUNTING and its  employees,  agents and nominees from
         all taxes,  charges,  expenses,  assessments,  claims  and  liabilities
         (including  reasonable  attorneys'  fees) incurred or assessed  against
         them in connection with the performance of this Agreement,  except such
         as may arise from their own negligent action,  negligent failure to act
         or willful misconduct. The foregoing  notwithstanding,  FUND ACCOUNTING
         will in no  event  be  liable  for any loss  resulting  from the  acts,
         omissions, lack of financial responsibility,  or failure to perform the
         obligations of any person or organization  designated by the Fund to be
         the authorized agent of the Portfolio as a party to any transactions.

                                       3
<PAGE>

         FUND ACCOUNTING's responsibility for damage or loss with respect to the
         Portfolio's  records arising from fire,  flood,  Acts of God,  military
         power,  war,  insurrection or nuclear fission,  fusion or radioactivity
         shall  be  limited  to the use of FUND  ACCOUNTING's  best  efforts  to
         recover  the  Portfolio's  records  determined  to be lost,  missing or
         destroyed.

Section 7. Compensation and FUND ACCOUNTING Expenses

         FUND ACCOUNTING shall be paid as compensation for its services pursuant
         to this Agreement such  compensation as may from time to time be agreed
         upon in writing by the two parties.  FUND ACCOUNTING  shall be entitled
         to recover its reasonable  telephone,  courier or delivery service, and
         all other reasonable  out-of-pocket,  expenses as incurred,  including,
         without limitation,  reasonable attorneys' fees and reasonable fees for
         pricing services.

Section 8. Amendment and Termination

         This Agreement 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 an instrument in writing
         delivered or mailed to the other  party.  Such  termination  shall take
         effect not sooner  than  ninety (90) days after the date of delivery or
         mailing of such notice of termination. Any termination date is to be no
         earlier  than  four  months  from  the  effective  date  hereof.   Upon
         termination, FUND ACCOUNTING will turn over to the Fund or its designee
         and  cease  to  retain  in  FUND  ACCOUNTING  files,   records  of  the
         calculations of net asset value and all other records pertaining to its
         services  hereunder;   provided,   however,   FUND  ACCOUNTING  in  its
         discretion  may make and retain  copies of any and all such records and
         documents which it determines appropriate or for its protection.

Section 9. Services Not Exclusive

         FUND  ACCOUNTING's  services  pursuant to this  Agreement are not to be
         deemed to be exclusive,  and it is understood  that FUND ACCOUNTING may
         perform  fund  accounting  services  for others.  In acting  under this
         Agreement,  FUND ACCOUNTING shall be an independent  contractor and not
         an agent of the Fund or the Portfolio.

Section 10. Limitation of Liability for Claims

         The Fund's  Declaration of Trust, dated December 8, 1987, as amended to
         date (the "Declaration"), a copy of which, together with all amendments
         thereto,  is on file in the  Office  of the  Secretary  of State 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 the  Portfolio,  or  Trustee,  officer,
         employee  or agent of the Fund shall be  subject  to claims  against or
         obligations of the Trust or of the Portfolio to any extent  whatsoever,
         but that the Trust estate only shall be liable.

                                       4
<PAGE>

         FUND  ACCOUNTING  is  expressly  put on  notice  of the  limitation  of
         liability as set forth in the Declaration  and FUND  ACCOUNTING  agrees
         that the  obligations  assumed by the Fund and/or the  Portfolio  under
         this  Agreement  shall be limited in all cases to the Portfolio and its
         assets,  and FUND  ACCOUNTING  shall not seek  satisfaction of any such
         obligation from the  shareholders or any shareholder of the Fund or the
         Portfolio  or any  other  series  of the  Fund,  or from  any  Trustee,
         officer,  employee or agent of the Fund.  FUND  ACCOUNTING  understands
         that the rights and  obligations of the Portfolio under the Declaration
         are separate and distinct from those of any and all other series of the
         Fund.

Section 11. Notices

         Any notice shall be sufficiently  given when delivered or mailed to the
         other  party at the  address of such  party set forth  below or to such
         other  person or at such  other  address as such party may from time to
         time specify in writing to the other party.

         If to FUND ACCOUNTING:      Scudder Fund Accounting Corporation
                                     Two International Place
                                     Boston, Massachusetts  02110
                                     Attn: Vice President

         If to the Fund - Portfolio: Scudder Municipal Trust -
                                     Scudder Managed Municipal Bonds
                                     Two International Place
                                     Boston, Massachusetts 02110
                                     Attn: President, Secretary or Treasurer
      
Section 12. Miscellaneous

         This  Agreement  may not be  assigned  by FUND  ACCOUNTING  without the
         consent of the Fund as  authorized  or  approved by  resolution  of its
         Board of Trustees.

         In connection with the operation of this  Agreement,  the Fund and FUND
         ACCOUNTING may agree from time to time on such provisions  interpretive
         of or in addition to the provisions of this Agreement as in their joint
         opinions may be consistent with this Agreement.  Any such  interpretive
         or additional  provisions  shall be in writing,  signed by both parties
         and annexed  hereto,  but no such  provisions  shall be deemed to be an
         amendment of this Agreement.

         This Agreement  shall be governed and construed in accordance  with the
         laws of the Commonwealth of Massachusetts.

         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.


                                       5
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by  their  respective  officers  thereunto  duly  authorized  and its seal to be
hereunder affixed as of the date first written above.


                     SCUDDER MUNICIPAL TRUST, on behalf of
                     Scudder Managed Municipal Bonds

                     By:_________________________________
                        President


                      SCUDDER FUND ACCOUNTING CORPORATION


                     By:_________________________________
                        Vice President

                                       6


The Scudder Funds
Account Application
                                                  Mail this application to:
                                                  
                                                  The Scudder Funds
                                                  P.O. Box 2291
                                                  Boston, MA 02107-2291

STEP 1  SELECT YOUR SCUDDER FUND
<TABLE>
<S>                                   <C>                               <C>
Invest in any Scudder Fund with an    Name of Fund (See below for       Investment Amount
initial investment of $1,000 or more  complete fund name.)              
per fund. Be sure to read the         _______________________________   $___________________
prospectus before you invest. You may _______________________________    ___________________
request an additional prospectus or   _______________________________    ___________________
an IRA application by calling         _______________________________    ___________________
1-800-225-2470.                                                         Total$_____________
                                                                        
</TABLE>


<TABLE>
<C>  <C>                           <C>   <C>                           <C>    <C>
/  / By check (Payable to "The     /  /  Reinvest dividends            /  /   Mail dividends
     Scudder Funds")
     or                                                                       
/  / By wire. Call 1-800-225-5163  /  /  Electronically transfer dividends to my bank, which is an
     for instructions.                   Automated Clearing House (ACH) member.
</TABLE>

<TABLE>
<CAPTION>
FUND NAMES (Please check the box for the funds you selected above.)

Funds                                  Funds                                      Funds
- -----                                  -----                                      -----
<C>                                    <C>                                        <C>
Money Market Funds                     /  / Managed Municipal Bonds               Growth Funds
/  / Cash Investment Trust             /  / Medium Term Tax Free Fund             /  / Capital Growth Fund
/  / U.S. Treasury Money Fund          /  / Tax Free Money Fund                   /  / Development Fund
Income Funds                           /  / California Tax Free Fund              /  / Global Fund
/  / Emerging Markets Income Fund      /  / California Tax Free Money Fund        /  / Global Small Company Fund
/  / GNMA Fund                         /  / Mass. Limited Term Tax Free Fund      /  / Gold Fund
/  / Income Fund                       /  / Massachusetts Tax Free Fund           /  / Greater Europe Growth Fund
/  / International Bond Fund           /  / New York Tax Free Fund                /  / International Fund
/  / Short Term Bond Fund              /  / New York Tax Free Money Fund          /  / Latin America Fund
/  / Short Term Global Income Fund     /  / Ohio Tax Free Fund                    /  / Pacific Opportunities Fund
/  / Zero Coupon 2000 Fund             /  / Pennsylvania Tax Free Fund            /  / Quality Growth Fund
Tax Free Funds                         Growth & Income Funds                      /  / The Japan Fund
/  / High Yield Tax Free Fund          /  / Balanced Fund                         /  / Value Fund
/  / Limited Term Tax Free Fund        /  / Growth and Income Fund                
</TABLE>

<TABLE>
<C>                                                    <C>                 <C>
For Scudder use only.                                  __________________  __________________
This portion is used to expedite                       __________________  __________________
the processing of your                                 __________________  __________________
application.
</TABLE>

<PAGE>
STEP 2 REGISTER YOUR ACCOUNT (Choose one)
<TABLE>
<C>                                <C>                          <C>
/  / Individual Account            Name                         Social Security Number - Required
                                   ___________________________  ___ ___ ___-___ ___-___ ___ ___ ___
                                   
/  / Joint Account                 Name                         Social Security Number - Required
     Joint ownership means         ___________________________  ___ ___ ___-___ ___-___ ___ ___ ___
     joint tenants with            ___________________________
     rights of survivorship,
     and not tenants in
     common, unless otherwise
     specified.

/  / Custodial Account (Gift to    Custodian's Name (only one)  Minor's Social Security Number - Required
     Minors)                                                      
     One application is required   ___________________________  ___ ___ ___-___ ___-___ ___ ___ ___
     for each minor.                                                 
                                   Minor's Name                 Minor's State of Residence
                                   ___________________________  __________________________________
                                   
/  / Trust, Corporation, Business, Trust/Corporation Name       Trustee's Name
     or Other                      ___________________________  ___________________________
     We require a corporate        ___________________________  ___________________________
     resolution form for                                        
     corporations requesting       Trust Date                   Tax ID Number - Required
     telephone redemption. Call    ___________________________  ___________________________
     1-800-225-5163.

</TABLE>


STEP 3 PROVIDE YOUR ADDRESS AND OTHER INFORMATION

<TABLE>
<C>                                                             <C>
Address                                                         /  /U.S. Citizen /  /Resident Alien
                                                                          /  /Nonresident Alien
____________________________________________                    If nonresident alien, country of
____________________________________________                    residence for tax
____________________________________________                    purposes __________________________
                                                                
Daytime Phone (___)_________________________                    Occupation ________________________
                                                                
                                                                Employer __________________________
</TABLE>


STEP 4 SIGN YOUR NAME  (Be sure to read the certification and authorization
section)

<TABLE>
<C>                                     <C>                           <C>
Please be sure to sign your             Signature                     Date
name(s)exactly as in Step 2 above.      ____________________________  ____________________________
Check one:                              Signature                     Date
/  /Owner /  /Trustee /  /Custodian     ____________________________  ____________________________
/  /Other _________________________          Joint Owner/Trustee
</TABLE>


STEP 5 SIGN UP FOR CHECKWRITING  (An optional service)

<TABLE>
<C>                                     <C>                           <C>
                                        Complete the signature card   By completing the signature
                                        to the right for our free,    card, you agree to the
                                        unlimited checkwriting        pertinent rules and
                                        service. This service,        regulations of the State
                                        which is available for the    Street Bank and Trust
                                        nine funds listed, lets you   Company. These rules may be
                                        write checks in amounts as    amended from time to time.
                                        low as $100 against your      
                                        fund holdings. Each check     Note: Every person
                                        written continues to earn     registered on the account
                                        income in the fund until it   MUST sign the signature
                                        clears your account. Your     card, even if only one
                                        checkbook will be mailed      person will be signing the
                                        promptly.                     checks.
</TABLE>

<PAGE>
STEP 6 ESTABLISH YOUR ACCOUNT FEATURES

<TABLE>
<C>                                <C>
You may choose one or all of the   A. /  / Automatic Investment Plan (AIP): Add to your Scudder
following options by checking the  Fund automatically and regularly. Complete below and we'll
appropriate box and providing the  deduct money from your bank checking account to purchase
information requested.             additional shares for you. This Plan involves continuous
                                   investment, regardless of share-price levels, and does not
Please attach a voided check below assure a profit or protect against loss in down markets.
for these services.                (Consider your ability to maintain this Plan during such
                                   times.) Your bank must be an Automated Clearing House (ACH)
                                   member.
                                   
                                   Investments are to be drawn in the amount of $______ (minimum
                                   
                                   $50) around the _______ day of each month, beginning in _______
                                                                                            month
                                   199__. This money should be invested in the Scudder
                                   
                                   _____________________ Fund.
                                   
                                   B. /  / Telephone Redemption to Your Bank: You may call to
                                   redeem Scudder Fund shares and have the proceeds wired or sent
                                   to your bank account.
                                   
                                   C. /  / AutoBuy/AutoSell: You may call to purchase ($250 min.,
                                   $50,000 max.) or redeem shares of any Scudder Fund and have your
                                   checking account debited or credited directly. Your bank must be
                                   an ACH member.
</TABLE>

(GRAPHIC OF A CHECK IS LOCATED HERE TO INDICATE WHERE A VOIDED CHECK IS SUPPOSED
TO BE TAPED)

AUTOMATIC BENEFITS

<TABLE>
<C>                                <C>
A.   Scudder Automated             With SAIL you can access information on your Scudder Fund
     Information Line              account 24 hours a day, including yields, prices, total
     (SAIL(tm))                    returns, account balances, and transaction information. You can
                                   also use SAIL to make exchanges and redemptions. Call
                                   1-800-343-2890 and follow the instructions.
                                   
B.   Telephone Exchange            You may exchange among your Scudder Funds or have the proceeds
     and Redemption                (up to $50,000) sent directly to your address of record (the
                                   address on your account). Call 1-800-225-5163 from 8:00 a.m. to
                                   6:00 p.m., Monday through Friday, and a Scudder service
                                   representative will be happy to help you.
</TABLE>


<TABLE>
<C>                               <C>                                 <C>
SIGNATURE CARD                                                        DID YOU REMEMBER TO...

Please indicate the fund(s) for which you are requesting              /  / Select your fund and fill in
checkwriting service:                                                      the amount invested?
/  / Scudder Cash Investment      /  / Scudder CA Tax Free      
     Trust                             Money Fund
/  / Scudder U.S. Treasury Money  /  / Scudder NY Tax Free            /  / Enclose your check made out
     Fund                              Money Fund                          to the "Scudder Funds"?
/  / Scudder Tax Free Money       /  / Scudder Short Term Bond  
     Fund                              Fund
/  / Scudder Medium Term Tax      /  / Scudder Limited Term           /  / Include your social security
     Free Fund                         Tax Free Fund                       number in Step 2?
/  / Scudder Mass. Limited Term                                 
     Tax Free Fund
                                                                      /  / Sign the application in Step
                                                                           4 exactly as registered?
Account Owners (exactly as in Step 2)                           

Your Name(s)                                                          /  / Attach a voided check in Step
__________________________        ___________________________              6?
                                  
Your Signatures (exactly as in Step 2)                           

1.   ___________________________                                      /  / Sign the checkwriting card,
                                                                           if applicable?
2.   ___________________________

How many signatures are required to sign each check?   /  / One  /  / All
</TABLE>

<PAGE>
CERTIFICATION AND AUTHORIZATION

I certify that I have the authority and legal capacity to purchase shares of the
Scudder Funds and to establish and use any related privileges. I have received
and read the prospectus, and understand the investment objectives and policies
of each Scudder Fund I have selected. I agree to be bound by the terms of the
prospectus and the statement of additional information, as each may be amended
from time to time, for each Fund I have selected.

I authorize the Scudder Funds, Scudder Service Corporation or any successor
transfer agent (the "Transfer Agent"), or their affiliates, to act on any
instructions (including telephone instructions) reasonably believed to be
genuine for any of the services described in this Application (both services
that I have requested, such as the Automatic Investment Plan, Telephone
Redemption to Your Bank and AutoBuy/AutoSell services, and, if services are
automatic, such as the Scudder Automated Information Line (SAIL) and Telephone
Exchange and Redemption services, services that I have not declined by notifying
the Transfer Agent in writing). The Scudder Funds employ procedures that are
designed to give reasonable assurance that instructions communicated by
telephone are genuine. These procedures include verifying the identity of each
telephone caller, recording all telephone calls and sending written
confirmations of transactions initiated by telephone. To the extent that a
Scudder Fund does not follow these procedures, it may be held liable for losses
due to unauthorized or fraudulent telephone instructions. I agree that neither
any Scudder Fund, the Transfer Agent, Scudder Investor Services, nor any of
their affiliates or agents will be held liable for acting on telephone
instructions reasonably believed to be genuine.

I understand that any of the telephone services described in this Application
may be modified, interrupted, suspended or terminated at any time, without
notice.

I certify under penalties of perjury that

(1) the social security number or tax identification number shown above in Step
2 is correct and may be used for an account opened for me by the Scudder Family
of Funds; and

(2) I am not subject to backup withholding either because (a) I am an "exempt
foreign person," as defined below, or, (b) if I am not an "exempt foreign
person," the Internal Revenue Service (the "IRS") has not notified me that I am
subject to backup withholding as a result of failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to backup
withholding.

Cross out item (2) if you are currently subject to backup withholding.

An "exempt foreign person" is a person who is not a citizen or resident of the
United States (or, if married to a U.S. citizen, has not elected to be treated
as a U.S. resident) nor a U.S. corporation, partnership, estate or trust, and
who is not and does not reasonably expect to be engaged in a U.S. trade or
business with respect to which any gain derived during the calendar year by the
account now established is effectively connected and, in the case of an
individual, has not and reasonably expects not to be present in the United
States for 183 days or more during the current calendar year.

I understand that the terms of this Certifications and Authorizations section
apply to any Scudder Fund investment I make now or in the future and supersede
the terms contained in the same or similar section of any prior application I
have signed. The certifications and authorizations contained in this section
apply to each person who signs this Application.

I understand that I may choose to receive capital gains distributions by mail.
(Please call 1-800-225-2470 for details.) If I do not choose this option, any
capital gains distribution will be used to purchase additional shares in my Fund
account.


                    When a check is presented on the authorized signer's(s')
                    personal checking account established by State Street Bank
                    and Trust Company ("Bank") for payment, the Bank will
                    present the check to the designated Fund as authority to
                    redeem a sufficient number of shares in the authorized
                    signer's(s') shareholder account to cover the amount of the
                    check. The Fund is hereby authorized and directed to accept
                    and act upon checks presented to it by the Bank and to
                    redeem a sufficient number of shares for which certificates
                    have not been issued in the authorized signer's(s')
                    shareholder account and forward the proceeds of such
                    redemption to the Bank. The authorized signers understand
                    and agree that shares of the Fund that have been purchased
                    by check and have been on the books of the Fund for less
                    than seven (7) days will not be redeemed; checks written for
                    amounts that include such shares will be returned marked
                    "Uncollected Funds." The authorized signers further
                    understand and agree that the designated Fund and/or its
                    agents will not be liable for any loss, expense, or cost
                    arising out of check redemption. The designated Fund and the
                    Bank reserve the right to change, modify, or terminate this
                    checking account privilege at any time.


April 5, 1995



Scudder Municipal Trust
Two International Place
Boston, Massachusetts  02110

Re:      Post-Effective Amendment No. 29 to Registration Statement
         (File No. 2-57139) (the "Registration Statement")


Ladies and Gentlemen:

We understand that Scudder Municipal Trust, a Massachusetts  business trust (the
"Trust"),  the beneficial  interests in which are  represented  by  transferable
shares,  $.01 par value per share (the "Shares"),  intends to register under the
Securities Act of 1933, as amended,  15,115,400 and 2,350,100  Shares of Scudder
Managed Municipal Bond Fund and Scudder High Yield Tax Free Fund,  respectively,
by Post-Effective Amendment No. 29 to the Trust's Registration Statement.

We have examined a Long Form Certificate of Existence issued by the Secretary of
the  Commonwealth of  Massachusetts  dated February 22, 1995 and copies,  either
certified or otherwise proved to our satisfaction to be genuine,  of the Trust's
Declaration  of Trust and By-Laws,  each as now in effect,  and other  documents
relating  to the  organization  and  operation  of the  Trust  relevant  to this
opinion.

Based upon the  foregoing,  it is our opinion that all  necessary  action on the
part of the Trust precedent to the issue of the Shares covered by Post-Effective
Amendment No. 29 to the Registration Statement has been duly taken, and that all
such Shares may  legally  and validly be issued for cash,  and when sold will be
fully paid and nonassessable by the Trust upon receipt by the Trust or its agent
of  consideration  therefor  in  accordance  with  the  terms  described  in the
Registration  Statement,  subject to compliance with the Securities Act of 1933,
as amended, the Investment Company Act of 1940, as amended, and applicable state
laws regulating the sale of securities.




<PAGE>




Scudder Municipal Trust
April 5, 1995
Page 2



We note, however, that shareholders of a Massachusetts  business trust may under
certain  circumstances  be subject to assessment at the instance of creditors to
pay the obligations of such trust in the event that its assets are  insufficient
for the purpose.  We note,  further,  that, as to the various  questions of fact
material to the opinion  expressed  herein,  we have relied upon certificates of
officers of the Trust.

We are members of the Bar of the State of New York and do not hold ourselves out
as being  conversant with the laws of any  jurisdiction  other than those of the
United  States of  America  and the  State of New York.  We note that we are not
licensed to practice law in the Commonwealth of Massachusetts, and to the extent
that any  opinion  expressed  herein  involves  the law of the  Commonwealth  of
Massachusetts,  such opinion  should be  understood  to be based solely upon our
review  of the  documents  referred  to above,  the  published  statutes  of the
Commonwealth of Massachusetts,  and where applicable,  published cases, rules or
regulations of regulatory bodies of the Commonwealth of Massachusetts.

We  consent  to your  filing  this  opinion  with the  Securities  and  Exchange
Commission as an Exhibit to Post-Effective  Amendment No. 29 to the Registration
Statement.

Very truly yours,


/s/Willkie Farr & Gallagher


                       CONSENT OF INDEPENDENT ACCOUNTANTS


To the Trustees of Scudder Municipal Trust:

     We consent to the  incorporation by reference in  Post-Effective  Amendment
No. 29 to the Registration Statement of Scudder Municipal Trust on Form N-1A, of
our reports dated  February 21, 1995 and February 10, 1995, on our audits of the
financial  statements  and  financial  highlights of Scudder High Yield Tax Free
Fund and  Scudder  Managed  Municipal  Bonds,  respectively,  which  reports are
included in the  respective  Annual Reports to  Shareholders  for the year ended
December  31, 1994,  which are  incorporated  by  reference in the  Registration
Statement.

     We also consent to the reference to our Firm under the caption, "Experts."




                                                  /s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts                                COOPERS & LYBRAND L.L.P.
April 13, 1995


<TABLE> <S> <C>




<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Scudder Managed Municipal Bonds Annual
Report for the fiscal year ended December 31, 1994 and
is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
  <NUMBER> 1
     <NAME> Scudder Managed Municipal Bonds
       
<S>                                           <C>
<PERIOD-TYPE>                                YEAR
<FISCAL-YEAR-END>                     DEC-31-1994
<PERIOD-START>                        JAN-01-1994
<PERIOD-END>                          DEC-31-1994
<INVESTMENTS-AT-COST>                 709,054,341
<INVESTMENTS-AT-VALUE>                694,782,632
<RECEIVABLES>                          32,914,471
<ASSETS-OTHER>                            452,613
<OTHER-ITEMS-ASSETS>                            0
<TOTAL-ASSETS>                        728,149,716
<PAYABLE-FOR-SECURITIES>               15,687,240
<SENIOR-LONG-TERM-DEBT>                         0
<OTHER-ITEMS-LIABILITIES>               3,913,787
<TOTAL-LIABILITIES>                    19,601,027
<SENIOR-EQUITY>                                 0
<PAID-IN-CAPITAL-COMMON>              729,956,872
<SHARES-COMMON-STOCK>                  87,839,034
<SHARES-COMMON-PRIOR>                 100,151,558
<ACCUMULATED-NII-CURRENT>                       0
<OVERDISTRIBUTION-NII>                          0
<ACCUMULATED-NET-GAINS>               (6,673,038)
<OVERDISTRIBUTION-GAINS>                        0
<ACCUM-APPREC-OR-DEPREC>             (14,735,145)
<NET-ASSETS>                          708,548,689
<DIVIDEND-INCOME>                               0
<INTEREST-INCOME>                      48,874,765
<OTHER-INCOME>                                  0
<EXPENSES-NET>                          5,112,457
<NET-INVESTMENT-INCOME>                43,762,308
<REALIZED-GAINS-CURRENT>              (1,839,563)
<APPREC-INCREASE-CURRENT>            (95,987,397)
<NET-CHANGE-FROM-OPS>                (54,064,652)
<EQUALIZATION>                                  0
<DISTRIBUTIONS-OF-INCOME>              43,762,308
<DISTRIBUTIONS-OF-GAINS>                        0
<DISTRIBUTIONS-OTHER>                           0
<NUMBER-OF-SHARES-SOLD>                15,825,513
<NUMBER-OF-SHARES-REDEEMED>            30,906,710
<SHARES-REINVESTED>                     2,768,673
<NET-CHANGE-IN-ASSETS>              (201,546,271)
<ACCUMULATED-NII-PRIOR>                         0
<ACCUMULATED-GAINS-PRIOR>             (3,209,864)
<OVERDISTRIB-NII-PRIOR>                         0
<OVERDIST-NET-GAINS-PRIOR>                      0
<GROSS-ADVISORY-FEES>                   4,119,589
<INTEREST-EXPENSE>                              0
<GROSS-EXPENSE>                         5,112,457
<AVERAGE-NET-ASSETS>                  809,151,364
<PER-SHARE-NAV-BEGIN>                        9.09
<PER-SHARE-NII>                               .46
<PER-SHARE-GAIN-APPREC>                    (1.00)
<PER-SHARE-DIVIDEND>                          .46
<PER-SHARE-DISTRIBUTIONS>                       0
<RETURNS-OF-CAPITAL>                            0
<PER-SHARE-NAV-END>                          8.07
<EXPENSE-RATIO>                               .63
<AVG-DEBT-OUTSTANDING>                          0
<AVG-DEBT-PER-SHARE>                            0
        


</TABLE>

<TABLE> <S> <C>



<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder High Yield Tax-Free Fund Annual Report for the fiscal year ended
December 31, 1994 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
     <NUMBER> 2
     <NAME> Scudder High Yield Tax-Free Fund
       
<S>                                   <C>
<PERIOD-TYPE>                                YEAR
<FISCAL-YEAR-END>                     DEC-31-1994
<PERIOD-START>                        JAN-01-1994
<PERIOD-END>                          DEC-31-1994
<INVESTMENTS-AT-COST>                 270,329,255
<INVESTMENTS-AT-VALUE>                256,079,724
<RECEIVABLES>                                   0
<ASSETS-OTHER>                          5,818,177
<OTHER-ITEMS-ASSETS>                            0
<TOTAL-ASSETS>                        261,897,901
<PAYABLE-FOR-SECURITIES>                        0
<SENIOR-LONG-TERM-DEBT>                         0
<OTHER-ITEMS-LIABILITIES>               2,120,671
<TOTAL-LIABILITIES>                     2,120,671
<SENIOR-EQUITY>                                 0
<PAID-IN-CAPITAL-COMMON>                        0
<SHARES-COMMON-STOCK>                  23,910,066
<SHARES-COMMON-PRIOR>                  25,261,001
<ACCUMULATED-NII-CURRENT>                       0
<OVERDISTRIBUTION-NII>                          0
<ACCUMULATED-NET-GAINS>                 2,654,628
<OVERDISTRIBUTION-GAINS>                        0
<ACCUM-APPREC-OR-DEPREC>             (16,119,156)
<NET-ASSETS>                          259,777,230
<DIVIDEND-INCOME>                               0
<INTEREST-INCOME>                      19,179,313
<OTHER-INCOME>                                  0
<EXPENSES-NET>                          2,368,434
<NET-INVESTMENT-INCOME>                16,810,879
<REALIZED-GAINS-CURRENT>                (762,983)
<APPREC-INCREASE-CURRENT>            (42,321,404)
<NET-CHANGE-FROM-OPS>                (26,273,508)
<EQUALIZATION>                                  0
<DISTRIBUTIONS-OF-INCOME>            (16,810,879)
<DISTRIBUTIONS-OF-GAINS>                        0
<DISTRIBUTIONS-OTHER>                           0
<NUMBER-OF-SHARES-SOLD>                10,881,281
<NUMBER-OF-SHARES-REDEEMED>            13,206,241
<SHARES-REINVESTED>                       974,025
<NET-CHANGE-IN-ASSETS>               (57,252,646)
<ACCUMULATED-NII-PRIOR>                         0
<ACCUMULATED-GAINS-PRIOR>                       0
<OVERDISTRIB-NII-PRIOR>                         0
<OVERDIST-NET-GAINS-PRIOR>                      0
<GROSS-ADVISORY-FEES>                   1,526,385
<INTEREST-EXPENSE>                              0
<GROSS-EXPENSE>                         2,368,434
<AVERAGE-NET-ASSETS>                  296,063,454
<PER-SHARE-NAV-BEGIN>                       12.55
<PER-SHARE-NII>                               .66
<PER-SHARE-GAIN-APPREC>                    (1.69)
<PER-SHARE-DIVIDEND>                        (.66)
<PER-SHARE-DISTRIBUTIONS>                       0
<RETURNS-OF-CAPITAL>                            0
<PER-SHARE-NAV-END>                         10.86
<EXPENSE-RATIO>                               .80
<AVG-DEBT-OUTSTANDING>                          0
<AVG-DEBT-PER-SHARE>                            0
        


</TABLE>


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