Filed with the Securities and Exchange Commission on October 22, 1997
File No. 2-65669
File No. 811-2959
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. 22
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 24
Scudder Tax Free Money Fund
(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 Address of Agent for Service)
It is proposed that this filing will become effective
X immediately upon filing pursuant to paragraph (b)
on May 1, 1997 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(i)
on ______ pursuant to paragraph (a)(i)
75 days after filing pursuant to paragraph (a)(ii)
on ________ pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following:
_____ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment
<PAGE>
SCUDDER TAX FREE MONEY FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
Item No. Item Caption Prospectus Caption
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed FINANCIAL HIGHLIGHTS
Financial
Information
4. General SCUDDER TAX FREE MONEY
Description of FUND-Investment Objectives and
Registrant Policies, Investments
ADDITIONAL INFORMATION ABOUT POLICIES
AND INVESTMENTS
FUND ORGANIZATION
5. Management of A MESSAGE FROM SCUDDER'S CHAIRMAN
the Fund FUND ORGANIZATION-Investment adviser;
Transfer agent SHAREHOLDER BENEFITS-A team approach
to investing
5A. Management's NOT APPLICABLE
Discussion of
Fund
Performance
6. Capital Stock DISTRIBUTION AND PERFORMANCE
and Other INFORMATION-Dividends and capital
Securities 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 PURCHASES
Securities TRANSACTION INFORMATION-Purchasing
Being Offered shares
INVESTMENT PRODUCTS AND SERVICES
FUND ORGANIZATION-Underwriter
8. Redemption or EXCHANGES AND REDEMPTIONS
Repurchase TRANSACTION INFORMATION-Redeeming shares
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 1
<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 ORGANIZATION OF THE FUNDS
Information and
History
13. Investment THE FUNDS AND THEIR OBJECTIVE
Objectives and
Policies
14. Management of the TRUSTEES AND OFFICERS
Fund REMUNERATION
15. Control Persons TRUSTEES AND OFFICERS
and Principal
Holders of
Securities
16. Investment INVESTMENT ADVISER
Advisory and DISTRIBUTOR
Other Services ADDITIONAL INFORMATION-Experts, Other Information
17. Brokerage PORTFOLIO TRANSACTIONS-Brokerage
Allocation and
Other Practices
18. Capital Stock and ORGANIZATION OF THE FUNDS
Other Securities
19. Purchase, PURCHASES
Redemption and EXCHANGES AND REDEMPTIONS
Pricing of FEATURES AND SERVICES OFFERED BY
Securities Being THE FUNDS-Dividend and Capital
Offered Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of PERFORMANCE INFORMATION
Performance Data
23. Financial FINANCIAL STATEMENTS
Statements
Cross Reference - Page 2
<PAGE>
Part A
Part A of this Post-Effective Amendment No. 22 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Tax Free Money Fund's
current Post-Effective Amendment No. 21 on Form N-1A filed on April 30, 1997
and to its definitive Rule 497(c) filing on May 9, 1997.
<PAGE>
Part B
Part B of this Post-Effective Amendment No. 22 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Tax Free Money Fund's
current Post-Effective Amendment No. 21 on Form N-1A filed on April 30, 1997
and to its definitive Rule 497(c) filing on May 9, 1997.
<PAGE>
SCUDDER TAX FREE MONEY FUND
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
a. Financial Statements
Included in Part A:
Financial highlights for the ten fiscal years
ended December 31, 1996.
Incorporated by reference to Post-Effective
Amendment No. 21 to the Registration
Statement.
Included in Part B:
Investment Portfolio as of December 31, 1996
Statement of Assets and Liabilities as of
December 31, 1996
Statement of Operations for the fiscal year
ended December 31, 1996
Statements of Changes in Net Assets for the
two fiscal years ended December 31, 1996
Financial Highlights for the ten fiscal years
ended December 31, 1996
Notes to Financial Statements
Report of Independent Accountants
Incorporated by reference to Post-Effective
Amendment No. 21 to the Registration
Statement.
Statements, schedules and historical information
other than those listed above have been omitted
since they are either not applicable or are not
required.
b. Exhibits:
All references to the Registration Statement are to
the Registrant's Registration Statement on Form N-1A
filed with the Securities and Exchange Commission on
October 5, 1979. File Nos. 2-65669 and 811-2959 (the
"Registration Statement").
1. (a) Amended and Restated Declaration of
Trust dated December 9, 1987 is filed
herein.
(b) Amendment to Amended and Restated
Declaration of Trust dated December 11,
1990 is filed herein.
2. (a) By-Laws of the Registrant dated October
5, 1979 as amended through December 19,
1979 is filed herein.
(b) Amendment dated August 13, 1991 to the
(1) By-Laws of the Registrant is filed
herein.
(b) Amendment dated December 10, 1991 to the
(2) By-Laws of the Registrant is filed
herein.
3. Inapplicable.
4. Specimen certificate representing shares
of beneficial interest with $.01 par
value is filed herein.
Part C - Page 1
<PAGE>
5. Investment Management Agreement between
the Registrant and Scudder, Stevens &
Clark, Inc. dated December 12, 1990 is
filed herein.
6. Underwriting Agreement between the
Registrant and Scudder Investor
Services, Inc., formerly Scudder Fund
Distributors, Inc., dated September 10,
1985 is filed herein.
7. Inapplicable.
8.(a) Custodian Agreement between the
Registrant and State Street Bank and
Trust Company ("State Street Bank")
dated December 31, 1979 is filed herein.
(b)(1) Amendment to the Custodian Agreement
between the Registrant and State Street
Bank dated August 9, 1988 is filed
herein.
(b)(2) Amendment to the Custodian Contract
between the Registrant and State Street
Bank dated December 11, 1990 is filed
herein.
(c) Fee schedule for the amendment to the
Custodian Agreement between the
Registrant and State Street Bank is
filed herein.
(d) Subcustodian Agreement between State
Street Bank and Morgan Guaranty Trust
Company of New York dated November 25,
1985 is filed herein.
(e) Subcustodian Agreement between Irving
Trust Company and State Street Bank
dated November 30, 1987 is filed herein.
(f) Subcustodian Agreement between Chemical
Bank and State Street Bank dated May 31,
1988 is filed herein.
(g) Subcustodian Agreement between Security
Pacific National Trust Company (New
York) and State Street Bank dated
February 18, 1988 is filed herein.
(h) Subcustodian Agreement between Bankers
Trust Company and State Street Bank
dated August 15, 1989 is filed herein.
(i) Fee Schedule for Exhibit 8(a) is
incorporated by reference to Post-
Effective Amendment No. 18.
9.(a)(1) Transfer Agency and Service Agreement
with fee schedule between the Registrant
and Scudder Service Corporation dated
October 2, 1989 is filed herein.
(a)(2) Revised Fee Schedule dated October 1,
1995 for Exhibit 9(a)(1) is incorporated
by reference to Post-Effective Amendment
No. 19 to the Registration Statement.
(a)(3) Fund Accounting Services Agreement
between the Registrant and Scudder Fund
Accounting Corporation dated September
27, 1994 is incorporated by reference to
Post-Effective Amendment No. 18.
(a)(4) Revised Fee Schedule for Exhibit 9(a)(1)
dated October 1, 1996.
Part C - Page 2
<PAGE>
(b) Inapplicable.
10. Inapplicable.
11. Inapplicable.
12. Inapplicable.
13. Inapplicable.
14. Inapplicable.
15. Inapplicable.
16. Schedule for Computation of Performance
Quotation is filed herein.
Power of Attorney is incorporated by
reference to the signature page of Post-
Effective Amendment No. 13 and Post-
Effective Amendment No. 17 to the
Registration Statement and is filed
herein.
17. Inapplicable.
Item 25. Persons Controlled by or under Common Control with Registrant.
None
Item 26. Number of Holders of Securities (as of October 13, 1997).
(1) (2)
Title of Class Number of Record
Shareholders
Shares of
beneficial
interest
($.01 par value) 5,425
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
Part C - Page 3
<PAGE>
to enforce any such liability of the Trust, he
shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and
hold each Shareholder harmless from and against
all claims and liabilities, to which such
Shareholder may become subject by reason of his
being or having been a Shareholder, and shall
reimburse such Shareholder for all legal and other
expenses reasonably incurred by him in connection
with any such claim or liability. The
indemnification and reimbursement required by the
preceding sentence shall be made only out of the
assets of the one or more Series of which the
Shareholder who is entitled to indemnification or
reimbursement was a Shareholder at the time the
act or event occurred which gave rise to the claim
against or liability of said Shareholder. The
rights accruing to a Shareholder under this
Section 4.1 shall not impair any other right to
which such Shareholder may be lawfully entitled,
nor shall anything herein contained restrict the
right of the Trust to indemnify or reimburse a
Shareholder in any appropriate situation even
though not specifically provided herein.
Section 4.2 Non-Liability of Trustees, Etc.
No Trustee, officer, employee or agent of the
Trust shall be liable to the Trust, its
Shareholders, or to any Shareholder, Trustee,
officer, employee, or agent thereof for any action
or failure to act (including without limitation
the failure to compel in any way any former or
acting Trustee to redress any breach of trust)
except for his own bad faith, willful misfeasance,
gross negligence or reckless disregard of the
duties involved in the conduct of his office.
Section 4.3 Mandatory Indemnification.
(a) Subject to the exceptions and limitations
contained in paragraph (b) below:
(i) every person who is, or has been, a
Trustee or officer of the Trust shall be
indemnified by the Trust to the fullest
extent permitted by law against all
liability and against all expenses
reasonably incurred or paid by him in
connection with any claim, action, suit
or proceeding in which he becomes
involved as a party or otherwise by
virtue of his being or having been a
Trustee or officer and against amounts
paid or incurred by him in the
settlement thereof;
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims,
actions, suits or proceedings (civil,
criminal, administrative, or other,
including appeals), actual or
threatened; and the words "liability"
and "expenses" shall include, without
limitation, attorneys' fees, costs,
judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(b) No indemnification shall be provided
hereunder to a Trustee or officer:
(i) against any liability to the Trust, a
Series thereof, or the Shareholders by
reason of a final adjudication by a
court or other body before which a
proceeding was brought that he engaged
in willful misfeasance, bad faith, gross
negligence or reckless disregard of the
duties involved in the conduct of his
office;
(ii) with respect to any matter as to which
he shall have been finally adjudicated
not to have acted in good faith in the
reasonable belief that his action was in
the best interest of the Trust;
Part C - Page 4
<PAGE>
(iii)in the event of a settlement or
other disposition not involving a final
adjudication as provided in paragraph
(b)(i) or (b)(ii) resulting in a payment
by a Trustee or officer, unless there
has been a determination that such
Trustee or officer did not engage in
willful misfeasance, bad faith, gross
negligence or reckless disregard of the
duties involved in the conduct of his
office;
(A) by the court or other body
approving the settlement or other
disposition; or
(B) based upon a review of readily
available facts (as opposed to a full
trial-type inquiry) by (x) vote of a
majority of the Disinterested
Trustees acting on the matter (provided
that a majority of the Disinterested
Trustees then in office act on the
matter) or (y) written opinion of
independent legal counsel.
(c) The rights of indemnification herein provided
may be insured against by policies maintained
by the Trust, shall be severable, shall not
affect any other rights to which any Trustee
or officer may now or hereafter be entitled,
shall continue as to a person who has ceased
to be such Trustee or officer and shall inure
to the benefit of the heirs, executors,
administrators and assigns of such a person.
Nothing contained herein shall affect any
rights to indemnification to which personnel
of the Trust other than Trustees and officers
may be entitled by contract or otherwise
under law.
(d) Expenses of preparation and presentation of a
defense to any claim, action, suit or
proceeding of the character described in
paragraph (a) of this Section 4.3 may be
advanced by the Trust prior to final
disposition thereof upon receipt of an
undertaking by or on behalf of the recipient
to repay such amount if it is ultimately
determined that he is not entitled to
indemnification under this Section 4.3
provided that either:
(i) such undertaking is secured by a surety
bond or some appropriate security
provided by the recipient, or the Trust
shall be insured against losses arising
out of any such advances: or
(ii) a majority of the Disinterested Trustees
acting on the matter (provided that a
majority of the Disinterested Trustees
act on the matter) or an independent
legal counsel in a written opinion shall
determine, based upon a review of
readily available facts (as opposed to a
full trial-type inquiry), that there is
reason to believe that the recipient
ultimately will be found entitled to
indemnification.
As used in this Section 4.3, a "Disinterested
Trustee" is one who is not (i) an "Interested
Person" of the Trust (including anyone who has
been exempted from being an "Interested Person" by
any rule, regulation or order of the Commission),
or (ii) involved in the claim, action, suit or
proceeding.
Item 28. Business or Other Connections of Investment Adviser
The Adviser has stockholders and employees who are
denominated officers but do not as such have
corporation-wide responsibilities. Such persons are
not considered officers for the purpose of this Item
28.
Part C - Page 5
<PAGE>
Name
Stephen R. Beckwith Business and Other Connections of Board
of Directors of Registrant's Adviser
Lynn S. Birdsong Director, Vice President, Treasurer, Chief
Operating Officer & Chief Financial Officer,
Scudder, Stevens & Clark, Inc. (investment
adviser)**
Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
President & Director, The Latin America Dollar
Income Fund, Inc. (investment company)**
President & Director, Scudder World Income
Opportunities Fund, Inc. (investment
company)**
President, The Japan Fund, Inc. (investment
company)**
Supervisory Director, The Latin America Income
and Appreciation Fund N.V. (investment
company) +
Supervisory Director, The Venezuela High Income
Fund N.V. (investment company) xx
Supervisory Director, Scudder Mortgage Fund
(investment company)+
Supervisory Director, Scudder Floating Rate
Funds for Fannie Mae Mortgage Securities I &
II (investment company) +
Director, Canadian High Income Fund (investment
company)#
Director, Hot Growth Companies Fund (investment
company)#
Director, Sovereign High Yield Investment
Company (investment company)+
Director, Scudder, Stevens & Clark (Luxembourg)
S.A. (investment manager) #
Nicholas Bratt Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
President & Director, Scudder New Europe Fund,
Inc. (investment company)**
President & Director, The Brazil Fund, Inc.
(investment company)**
President & Director, The First Iberian Fund,
Inc. (investment company)**
President & Director, Scudder International
Fund, Inc. (investment company)**
President & Director, Scudder Global Fund, Inc.
(President on all series except Scudder
Global Fund) (investment company)**
President & Director, The Korea Fund, Inc.
(investment company)**
President & Director, Scudder New Asia Fund,
Inc. (investment company)**
President, The Argentina Fund, Inc. (investment
company)**
Vice President, Scudder, Stevens & Clark
Corporation (Delaware) (investment adviser)**
Vice President, Scudder, Stevens & Clark Japan,
Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of
Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Vice President, Scudder, Stevens & Clark
Overseas Corporationoo
E. Michael Brown Director, Chief Administrative Officer, Scudder,
Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder GNMA Fund (investment company)*
Trustee, Scudder Portfolio Trust (investment
company)*
Trustee, Scudder U.S. Treasury Fund (investment
company)*
Trustee, Scudder Tax Free Money Fund (investment
company)*
Trustee, Scudder State Tax Free Trust
(investment company)*
Trustee, Scudder Cash Investment Trust
(investment company)*
Assistant Treasurer, Scudder Investor Services,
Inc. (broker/dealer)*
Director & President, Scudder Realty Holding
Corporation (a real estate holding company)*
Director & President, Scudder Trust Company (a
trust company)+++
Director, Scudder Trust (Cayman) Ltd.
Mark S. Casady Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Part C - Page 6
<PAGE>
Director & Vice President, Scudder Investor
Services, Inc. (broker/dealer)*
Director & Vice President, Scudder Service
Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*
Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Chairman & Trustee, AARP Cash Investment Funds
(investment company)**
Chairman & Trustee, AARP Growth Trust
(investment company)**
Chairman & Trustee, AARP Income Trust
(investment company)**
Chairman & Trustee, AARP Tax Free Income Trust
(investment company)**
Chairman & Trustee, AARP Managed Investment
Portfolios Trust (investment company)**
Director & Senior Vice President, Scudder
Investor Services, Inc. (broker/dealer)*
Director, SFA, Inc. (advertising agency)*
Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Assistant Treasurer, Scudder Investor Services,
Inc. (broker/dealer)*
Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Vice President, Scudder California Tax Free
Trust (investment company)*
Vice President, Scudder Equity Trust (investment
company)**
Vice President, Scudder Cash Investment Trust
(investment company)*
Vice President, Scudder Fund, Inc. (investment
company)**
Vice President, Scudder Global Fund, Inc.
(investment company)**
Vice President, Scudder GNMA Fund (investment
company)*
Vice President, Scudder Portfolio Trust
(investment company)*
Vice President, Scudder Institutional Fund, Inc.
(investment company)**
Vice President, Scudder International Fund, Inc.
(investment company)**
Vice President, Scudder Investment Trust
(investment company)*
Vice President, Scudder Municipal Trust
(investment company)*
Vice President, Scudder Mutual Funds, Inc.
(investment company)**
Vice President, Scudder New Asia Fund, Inc.
(investment company)**
Vice President, Scudder New Europe Fund, Inc.
(investment company)**
Vice President, Scudder Securities Trust
(investment company)*
Vice President, Scudder State Tax Free Trust
(investment company)*
Vice President, Scudder Funds Trust (investment
company)**
Vice President, Scudder Tax Free Money Fund
(investment company)*
Vice President, Scudder Tax Free Trust
(investment company)*
Vice President, Scudder U.S. Treasury Money Fund
(investment company)*
Vice President, Scudder Pathway Series
(investment company)*
Vice President, Scudder Variable Life Investment
Fund (investment company)*
Vice President, The Brazil Fund, Inc.
(investment company)**
Vice President, The Korea Fund, Inc. (investment
company)**
Vice President, The Argentina Fund, Inc.
(investment company)**
Vice President & Director, Scudder, Stevens &
Clark of Canada, Ltd. (Canadian investment
adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc.
(investment company)**
Vice President, The Latin America Dollar Income
Fund, Inc. (investment company)**
Vice President, Scudder World Income
Opportunities Fund, Inc. (investment
company)**
Richard A. Holt Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Vice President, Scudder Variable Life Investment
Fund (investment company)*
John T. Packard Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
President, Montgomery Street Income Securities,
Inc. (investment company) o
Chairman, Scudder Realty Advisors, Inc. (realty
investment adviser) x
Part C - Page 7
<PAGE>
Daniel Pierce Chairman & Director, Scudder, Stevens & Clark,
Inc. (investment adviser)**
Chairman, Vice President & Director, Scudder
Global Fund, Inc. (investment company)**
Chairman & Director, Scudder New Europe Fund,
Inc. (investment company)**
Chairman & Director, The First Iberian Fund,
Inc. (investment company)**
Chairman & Director, Scudder International Fund,
Inc. (investment company)**
Chairman & Director, Scudder New Asia Fund, Inc.
(investment company)**
President & Trustee, Scudder Equity Trust
(investment company)**
President & Trustee, Scudder GNMA Fund
(investment company)*
President & Trustee, Scudder Portfolio Trust
(investment company)*
President & Trustee, Scudder Funds Trust
(investment company)**
President & Trustee, Scudder Securities Trust
(investment company)*
President & Trustee, Scudder Investment Trust
(investment company)*
President & Director, Scudder Institutional
Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc.
(investment company)**
President & Director, Scudder Mutual Funds, Inc.
(investment company)**
Vice President & Trustee, Scudder Municipal
Trust (investment company)*
Vice President & Trustee, Scudder Variable Life
Investment Fund (investment company)*
Vice President & Trustee, Scudder Pathway Series
(investment company)*
Trustee, Scudder California Tax Free Trust
(investment company)*
Trustee, Scudder State Tax Free Trust
(investment company)*
Vice President, Montgomery Street Income
Securities, Inc. (investment company)o
Chairman & President, Scudder, Stevens & Clark
of Canada, Ltd. (Canadian investment
adviser), Toronto, Ontario, Canada
Chairman & Director, Scudder Global
Opportunities Funds (investment company)
Luxembourg
Chairman, Scudder, Stevens & Clark, Ltd.
(investment adviser) London, England
President & Director, Scudder Precious Metals,
Inc. xxx
Vice President, Director & Assistant Secretary,
Scudder Realty Holdings Corporation
(a real estate holding company)*
Vice President, Director & Assistant Treasurer,
Scudder Investor Services, Inc.
(broker/dealer)*
Director, Scudder Latin America Investment Trust
PLC (investment company)@
Director, Fiduciary Trust Company (banking &
trust company) Boston, MA
Director, Fiduciary Company Incorporated
(banking & trust company) Boston, MA
Trustee, New England Aquarium, Boston, MA
Incorporator, Scudder Trust Company (a trust
company)+++
Kathryn L. Quirk Director, Chief Legal Officer, Chief Compliance
Officer and Secretary, Scudder, Stevens &
Clark, Inc. (investment adviser)**
Director, Vice President & Assistant Secretary,
The Argentina Fund, Inc. (investment
company)**
Director, Vice President & Assistant Secretary,
Scudder International Fund, Inc. (investment
company)**
Director, Vice President & Assistant Secretary,
Scudder New Asia Fund (investment company)**
Director, Vice President & Assistant Secretary,
Scudder Global Fund, Inc. (investment
company)**
Trustee, Vice President & Assistant Secretary,
Scudder Equity Trust (investment company)**
Trustee, Vice President & Assistant Secretary,
Scudder Securities Trust (investment
company)*
Trustee, Vice President & Assistant Secretary,
Scudder Funds Trust (investment company)**
Part C - Page 8
<PAGE>
Trustee, Scudder Investment Trust (investment
company)*
Trustee, Scudder Municipal Trust (investment
company)*
Vice President & Trustee, Scudder Cash
Investment Trust (investment company)*
Vice President & Trustee, Scudder Tax Free Money
Fund (investment company)*
Vice President & Trustee, Scudder Tax Free Trust
(investment company)*
Vice President & Secretary, AARP Growth Trust
(investment company)**
Vice President & Secretary, AARP Income Trust
(investment company)**
Vice President & Secretary, AARP Tax Free Income
Trust (investment company)**
Vice President & Secretary, AARP Cash Investment
Funds (investment company)**
Vice President & Secretary, AARP Managed
Investment Portfolios Trust (investment
company)**
Vice President & Secretary, The Japan Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, Scudder
World Income Opportunities Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, The Korea
Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Brazil
Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Montgomery
Street Income Securities, Inc. (investment
company)o
Vice President & Assistant Secretary, Scudder
Mutual Funds, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder
Pathway Series (investment company)*
Vice President & Assistant Secretary, Scudder
New Europe Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder
Variable Life Investment Fund (investment
company)*
Vice President & Assistant Secretary, The First
Iberian Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Latin
America Dollar Income Fund, Inc. (investment
company)**
Vice President, Scudder Fund, Inc. (investment
company)**
Vice President, Scudder Institutional Fund, Inc.
(investment company)**
Vice President, Scudder GNMA Fund (investment
company)*
Director, Senior Vice President & Clerk, Scudder
Investor Services, Inc. (broker/dealer)*
Director, Vice President & Secretary, Scudder
Fund Accounting Corporation (in-house fund
accounting agent)*
Director, Vice President & Secretary, Scudder
Realty Holdings Corporation (a real estate
holding company)*
Director & Clerk, Scudder Service Corporation
(in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*
Vice President, Director & Assistant Secretary,
Scudder Precious Metals, Inc. xxx
Cornelia M. Small Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
President, AARP Cash Investment Funds
(investment company)**
President, AARP Growth Trust (investment
company)**
President, AARP Income Trust (investment
company)**
President, AARP Tax Free Income Trust
(investment company)**
President, AARP Managed Investment Portfolio
Trust (investment company)**
Edmond D. Villani Director, President & Chief Executive Officer,
Scudder, Stevens & Clark, Inc. (investment
adviser)**
Chairman & Director, The Argentina Fund, Inc.
(investment company)**
Chairman & Director, The Latin America Dollar
Income Fund, Inc. (investment company)**
Chairman & Director, Scudder World Income
Opportunities Fund, Inc. (investment
company)**
Part C - Page 9
<PAGE>
Supervisory Director, Scudder Mortgage Fund
(investment company) +
Supervisory Director, Scudder Floating Rate
Funds for Fannie Mae Mortgage Securities I &
II (investment company)+
Director, Scudder, Stevens & Clark Japan, Inc.
(investment adviser)###
Director, The Brazil Fund, Inc. (investment
company)**
Director, Indosuez High Yield Bond Fund
(investment company) Luxembourg
President & Director, Scudder, Stevens & Clark
Overseas Corporationoo
President & Director, Scudder, Stevens & Clark
Corporation (Delaware) (investment adviser)**
Director, Scudder Realty Advisors, Inc. (realty
investment adviser) x
Director, IBJ Global Investment Management S.A.,
(Luxembourg investment management company)
Luxembourg, Grand-Duchy of Luxembourg
Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Vice President, Montgomery Street Income
Securities, Inc. (investment company)o
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue,
Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# Socit Anonyme, 47, Boulevard Royal, L-2449
Luxembourg, R.C. Luxembourg B 34.564
+ John B. Gorsiraweg 6, Willemstad Curacao,
Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad
Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei,
Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard,
Exeter, Devon, U.K.
Item 29. Principal Underwriters.
(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Pathway Series
Scudder Portfolio Trust
Scudder Securities Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment Fund
AARP Cash Investment Funds
AARP Growth Trust
Part C - Page 10
<PAGE>
AARP Income Trust
AARP Tax Free Income Trust
AARP Managed Investment Portfolios Trust
The Japan Fund, Inc.
(b)
(1) (2) (3)
Name and Position and Offices
Principal with Positions and
Business Scudder Investor Offices with
Address Services, Inc. Registrant
---------------- -------------------- ------------------
Lynn S. Birdsong Senior Vice President None
345 Park Avenue
New York, NY 10154
E. Michael Brown Assistant Treasurer Trustee
Two International Place
Boston, MA 02110
Mark S. Casady Director and Vice None
Two International Place President
Boston, MA 02110
Linda Coughlin Director and Senior None
Two International Place Vice President
Boston, MA 02110
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Paul J. Elmlinger Senior Vice President None
345 Park Avenue and Assistant Clerk
New York, NY 10154
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
Thomas W. Joseph Director, Vice Vice President
Two International Place President, Treasurer
Boston, MA 02110 and Assistant Clerk
David S. Lee Director, President None
Two International Place and Assistant
Boston, MA 02110 Treasurer
Thomas F. McDonough Clerk Vice
Two International Place President and
Boston, MA 02110 Secretary
Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154
Part C - Page 11
<PAGE>
Name and Position and Offices
Principal with Positions and
Business Scudder Investor Offices with
Address Services, Inc. Registrant
---------------- -------------------- ------------------
Edward J. O'Connell Assistant Treasurer Vice President and
345 Park Avenue Assistant
New York, NY Treasurer
10154
Daniel Pierce Director, Vice None
Two International Place President and
Boston, MA 02110 Assistant Treasurer
Kathryn L. Quirk Director, Senior Vice Vice
345 Park Avenue President and President and
New York, NY 10154 Assistant Clerk Trustee
Robert A. Rudell Vice President None
Two International Place
Boston, MA 02110
Edmund J. Thimme Vice President None
345 Park Avenue
New York, NY 10154
Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110
Sydney S. Tucker Vice President None
Two International Place
Boston, MA 02110
David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110
Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110
The Underwriter has employees who are denominated officers
of an operational area. Such persons do not have
corporation-wide responsibilities and are not considered
officers for the purpose of this Item 29.
(c)
(1) (2) (3) (4) (5)
Net
Name of Underwriting Compensation
Principal Discounts on Redemptions Brokerage Other
Underwriter and Commissions and Repurchase Commissions Compensation
Scudder Investor None None None None
Services, Inc.
Part C - Page 12
<PAGE>
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 13
<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 ____
day of October, 1997.
SCUDDER TAX FREE MONEY FUND
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
- ----------------------
David S. Lee* President (Principal October ____, 1997
Executive Officer)
and Trustee
/s/E. Michael Brown
- ----------------------
E. Michael Brown* Trustee October ____, 1997
/s/Dawn-Marie Driscoll
- -----------------------
Dawn-Marie Driscoll* Trustee October ____, 1997
/s/Peter B. Freeman
- -----------------------
Peter B. Freeman* Trustee October ____, 1997
/s/George M. Lovejoy, Jr
- ------------------------
George M. Lovejoy, Jr.* Trustee October ____, 1997
<PAGE>
/s/Kathryn L. Quirk
- -----------------------
Kathryn L. Quirk* Vice President and October ____, 1997
Trustee
/s/ Jean C. Tempel
- -----------------------
Jean C. Tempel* Trustee October ____, 1997
/s/
- -----------------------
Pamela A. McGrath Vice President and October ____, 1997
Treasurer (Principal
Financial and
Accounting Officer)
*By:/s/Thomas F. McDonough
------------------------
Thomas F. McDonough
Attorney-in-fact pursuant
to powers of attorney contained in the
signature pages of Post-Effective Amendment No.
13 to the Registration Statement filed on March
22, 1991, Post-Effective Amendment No. 17 to the
Registration Statement filed on February 24,
1995, and Post-Effective Amendment No. 21 filed on
April 30, 1997.
2
<PAGE>
File No. 2-65669
File No. 811-2959
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 22
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 24
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER TAX FREE MONEY FUND
<PAGE>
SCUDDER TAX FREE MONEY FUND
EXHIBIT INDEX
Exhibit 1(a)
Exhibit 1(b)
Exhibit 2(a)
Exhibit 2(b)(1)
Exhibit 2(b)(2)
Exhibit 4
Exhibit 5
Exhibit 6
Exhibit 8(a)
Exhibit 8(b)(1)
Exhibit 8(b)(2)
Exhibit 8(c)
Exhibit 8(d)
Exhibit 8(e)
Exhibit 8(f)
Exhibit 8(g)
Exhibit 8(h)
Exhibit 9(a)(1)
Exhibit 16
Exhibit 1
FILED
[ILLEGIBLE]
DEC 9, 1987
SECRETARY OF STATE
CORPORATION DIVISION
SCUDDER TAX FREE MONEY FUND
AMENDED AND RESTATED
DECLARATION OF TRUST
DATED DECEMBER 8, 1987
CITY CLERK'S OFFICE
[ILLEGIBLE] 1987
CITY OF BOSTON
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I -- Name and Definitions 1
Section 1.1 Name 1
Section 1.2 Definitions 1
ARTICLE II -- Trustees 3
Section 2.1 General Powers 3
Section 2.2 Investments 3
Section 2.3 Legal Title 5
Section 2.4 Issuance and Repurchase of
Shares 5
Section 2.5 Delegation; Committees 6
Section 2.6 Collection and Payment 6
Section 2.7 Expenses 6
Section 2.8 Manner of Acting; By-laws 6
Section 2.9 Miscellaneous Powers 7
Section 2.10 Principal Transactions 7
Section 2.11 Number of Trustees 8
Section 2.12 Election and Term 8
Section 2.13 Resignation and Removal 8
Section 2.14 Vacancies 9
Section 2.15 Delegation of Power to Other
Trustees 9
ARTICLE III -- Contracts 9
Section 3.1 Distribution Contract 9
Section 3.2 Advisory or Management Contract 10
Section 3.3 Affiliations of Trustees or
Officers, Etc. 10
Section 3.4 Compliance with 1940 Act 11
ARTICLE IV -- Limitations of Liability of
Shareholders, Trustees and Others 11
Section 4.1 No Personal Liability of Share-
holders, Trustees, Etc. 11
Section 4.2 Non-Liability of Trustees, Etc. 12
Section 4.3 Mandatory Indemnification 12
Section 4.4 No Bond Required of Trustees 14
Section 4.5 No Duty of Investigation; Notice
in Trust Instruments, Etc. 14
Section 4.6 Reliance on Experts, Etc. 14
-ii-
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE V -- Shares of Beneficial Interest 15
Section 5.1 Beneficial Interest 15
Section 5.2 Rights of Shareholders 15
Section 5.3 Trust Only 15
Section 5.4 Issuance of Shares 15
Section 5.5 Register of Shares 16
Section 5.6 Transfer of Shares 16
Section 5.7 Notices, Reports 17
Section 5.8 Treasury Shares 17
Section 5.9 Voting Powers 17
Section 5.10 Meetings of Shareholders 18
Section 5.11 Series Designation 18
Section 5.12 Assent to Declaration of Trust 20
ARTICLE VI - Redemption and Repurchase of Shares 20
Section 6.1 Redemption of Shares 20
Section 6.2 Price 21
Section 6.3 Payment 21
Section 6.4 Effect of Suspension of
Determination of Net
Asset Value 21
Section 6.5 Repurchase by Agreement 21
Section 6.6 Redemption of Shareholder's
Interest 22
Section 6.7 Redemption of Shares in Order
to Qualify as Regulated
Investment Company;
Disclosure of Holding 22
Section 6.8 Reductions in Number of
Outstanding Shares Pursuant
to Net Asset Value Formula 22
Section 6.9 Suspension of Right of Redemption 22
ARTICLE VII -- Determination of Net Asset Value, Net
Income and Distributions 23
Section 7.1 Net Asset Value 23
Section 7.2 Distributions to Shareholders 24
Section 7.3 Determination of Net Income;
Constant Net Asset Value;
Reduction of Outstanding Share 24
-iii-
<PAGE>
TABLE OF CONTENTS
Page
----
Section 7.4 Allocation Between Principal and
Income 25
Section 7.5 Power to Modify Foregoing
Procedures 26
ARTICLE VIII -- Duration; Termination of Trust;
Amendment; Mergers, Etc. 26
Section 8.1 Duration 26
Section 8.2 Termination of Trust 26
Section 8.3 Amendment Procedure 27
Section 8.4 Merger, Consolidation and Sale
of Assets 28
Section 8.5 Incorporation 28
ARTICLE IX -- Reports to Shareholders 28
ARTICLE X -- Miscellaneous 29
Section 10.1 Filing 29
Section 10.2 Governing Law 29
Section 10.3 Counterparts 29
Section 10.4 Reliance by Third Parties 29
Section 10.5 Provisions in Conflict with Law
or Regulations 30
-iv-
<PAGE>
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
SCUDDER TAX FREE MONEY FUND
DATED DECEMBER 8, 1987
AMENDED AND RESTATED DECLARATION OF TRUST made December 8, 1987, by the
undersigned Trustees;
WHEREAS, pursuant to a Declaration of Trust dated October 5, 1979, the
Trustees, established a Massachusetts business trust for the investment and
reinvestment of funds contributed thereto;
WHEREAS, said Declaration of Trust has been amended from time to time;
WHEREAS, the Trustees desire to amend and restate said Declaration of
Trust in its entirety;
NOW, THEREFORE, the Trustees amend and restate the Declaration of Trust as
follows:
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the Trust created hereby is the "Scudder
Tax Free Money Fund".
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "By-laws" means the By-laws referred to in Section 2.8 hereof, as from
time to time amended.
(b) The term "Commission" has the meaning given it in the 1940 Act. The
term "Interested Person" has the meaning given it in the 1940 Act, as modified
by any applicable order or orders of the Commission. Except as otherwise defined
by the Trustees in conjunction with the establishment of any series of Shares,
the term "vote of a majority of the Shares outstanding and entitled to vote"
shall have the same meaning as the term "vote of a majority of the outstanding
voting securities" given it in the 1940 Act.
(c) "Custodian" means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the 1940 Act, but does not
include a system for the central handling of securities described in said
Section 17(f).
<PAGE>
(d) "Declaration" means this Declaration of Trust as further amended from
time to time. Reference in this Declaration of Trust to "Declaration," "hereof,"
"herein," and "hereunder" shall be deemed to refer to this Declaration rather
than exclusively to the article or section in which such words appear.
(e) "Distributor" means the party, other than the Trust, to the contract
described in Section 3.1 hereof.
(f) "His" shall include the feminine and neuter, as well as the masculine
genders.
(g) "Investment Adviser" means the party, other than the Trust, to the
contract described in Section 3.2 hereof.
(h) "Municipal Bonds" means obligations issued by or on behalf of states,
territories of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, the interest from which
is exempt from regular Federal income tax.
(i) The "1940 Act" means the Investment Company Act of 1940, as amended
from time to time.
(j) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures and other entities, whether or not legal
entities, and governments and agencies and political subdivisions thereof.
(k) "Series" individually or collectively means the two or more Series as
may be established and designated from time to time by the Trustees pursuant to
Section 5.11 hereof.
(l) "Shareholder" means a record owner of Outstanding Shares.
(m) "Shares" means the equal proportionate units of interest into which
the beneficial interest in the Trust shall be divided from time to time,
including the Shares of any and all series which may be established by the
Trustees, and includes fractions of Shares as well as whole Shares. "Outstanding
Shares" means those Shares shown from time to time on the books of the Trust or
its Transfer Agent as then issued and outstanding, but shall not include Shares
which have been redeemed or repurchased by the Trust and which are at the time
held in the treasury of the Trust.
(n) "Transfer Agent" means any one or more Persons other than the Trust
who maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.
-2-
<PAGE>
(o) The "Trust" means the Scudder Tax Free Money Fund.
(p) The "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees.
(q) The "Trustees" means the person or persons who has or have signed this
Declaration, so long as he or they shall continue in office in accordance with
the terms hereof, and all other persons who may from time to time be duly
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, and reference herein to a Trustee or the Trustees shall refer to such
person or persons in this capacity or their capacities as trustees hereunder.
ARTICLE II
TRUSTEES
Section 2.1. General Powers. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as may be
permitted by this Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
this Declaration, the presumption shall be in favor of a grant of power to the
Trustees.
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid power. Such powers of the Trustees may be exercised
without order of or resort to any court.
Section 2.2. Investments. The Trustees shall have the power:
(a) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of such
operations.
-3-
<PAGE>
(b) To invest in, hold for investment, or reinvest in, securities,
including common and preferred stocks; warrants; bonds, debentures, bills, time
notes and all other evidences of indebtedness; negotiable or non-negotiable
instruments; government securities, including securities of any state,
municipality or other political subdivision thereof, or any governmental or
quasi-governmental agency or instrumentality; and money market instruments
including bank certificates of deposit, finance paper, commercial paper, bankers
acceptances and all kinds of repurchase agreements, of any corporation, company,
trust, association, firm or other business organization however established, and
of any country, state, municipality or other political subdivision, or any
governmental or quasi-governmental agency or instrumentality.
(c) To acquire (by purchase, subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell, to sell or
otherwise dispose of, to lend, and to pledge any such securities and to enter
into repurchase agreements and forward foreign currency exchange contracts, to
purchase and sell futures contracts on securities, securities indices and
foreign currencies, to purchase or sell options on such contracts, foreign
currency contracts and foreign currencies and to engage in all types of hedging
and risk management transactions.
(d) To exercise all rights, powers and privileges of ownership or interest
in all securities, repurchase agreements, futures contracts and options and
other assets included in the Trust Property, including the right to vote thereon
and otherwise act with respect thereto and to do all acts for the preservation,
protection, improvement and enhancement in value of all such assets.
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real or
personal, including cash, and any interest therein.
(f) To borrow money and in this connection issue notes or other evidence
of indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Trust Property; to endorse, guarantee, or undertake
the performance of any obligation or engagement of any other Person and to lend
Trust Property.
(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in the
Trust Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, preserve,
improve or enhance the value of such obligation or interest, and to
-4-
<PAGE>
guarantee or become surety on any or all of the contracts, stocks, bonds, notes,
debentures and other obligations of any such corporation, company, trust,
association or firm.
(h) To enter into a plan of distribution and any related agreements
whereby the Trust may finance directly or indirectly any activity which is
primarily intended to result in the sale of Shares.
(i) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
Section 2.3. Legal Title. Legal title to all the Trust Property, including
the property of any Series of the Trust, shall be vested in the Trustees as
joint tenants except that the Trustees shall have power to cause legal title to
any Trust Property to be held by or in the name of one or more of the Trustees,
or in the name of the Trust, or in the name of any other Person as nominee, on
such terms as the Trustees may determine, provided that the interest of the
Trust therein is deemed appropriately protected. The right, title and interest
of the Trustees in the Trust Property and the property of each Series of the
Trust shall vest automatically in each Person who may hereafter become a
Trustee. Upon the termination of the term of office, resignation, removal or
death of a Trustee he shall automatically cease to have any right, title or
interest in any of the Trust Property or the property of any Series of the
Trust, and the right, title and interest of such Trustee in the Trust Property
shall vest automatically in the remaining Trustees. Such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.
Section 2.4. Issuance and Repurchase of Shares. The Trustees shall have
the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose
-5-
<PAGE>
of, transfer, and otherwise deal in Shares and, subject to the provisions set
forth in Articles VI and VII and Section 5.11 hereof, to apply to any such
repurchase, redemption, retirement, cancellation or acquisition of Shares any
funds or property of the particular Series of the Trust with respect to which
such Shares are issued, whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the Commonwealth of
Massachusetts governing business corporations.
Section 2.5. Delegation; Committees. The Trustees shall have power to
delegate from time to time to such of their number or to officers, employees or
agents of the Trust the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the same extent as such
delegation is permitted by the 1940 Act.
Section 2.6. Collection and Payment. The Trustees shall have power to
collect all property due to the Trust; to pay all claims, including taxes,
against the Trust Property; to prosecute, defend, compromise or abandon any
claims relating to the Trust Property; to foreclose any security interest
securing any obligations, by virtue of which any property is owed to the Trust;
and to enter into releases, agreements and other instruments.
Section 2.7. Expenses. The Trustees shall have the power to incur and pay
any expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration, and to pay reasonable
compensation from the funds of the Trust to themselves as Trustees. The Trustees
shall fix the compensation of all officers, employees and Trustees.
Section 2.8. Manner of Acting; By-laws. Except as otherwise provided
herein or in the By-laws, any action to be taken by the Trustees may be taken by
a majority of the Trustees present at a meeting of Trustees (a quorum being
present), including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of the entire number
of Trustees then in office. The Trustees may adopt By-laws not inconsistent with
this Declaration to provide for the conduct of the business of the Trust and may
amend or repeal such By-laws to the extent such power is not reserved to the
Shareholders.
Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of the
By-laws, the Trustees may by resolution appoint a committee consisting of less
than the whole
-6-
<PAGE>
number of Trustees then in office, which committee may be empowered to act for
and bind the Trustees and the Trust, as if the acts of such committee were the
acts of all the Trustees then in office, with respect to the institution,
prosecution, dismissal, settlement, review or investigation of any action, suit
or proceeding which shall be pending or threatened to be brought before any
court, administrative agency or other adjudicatory body.
Section 2.9. Miscellaneous Powers. Subject to Section 5.11 hereof, the
Trustees shall have the power to: (a) employ or contract with such Persons as
the Trustees may deem desirable for the transaction of the business of the
Trust; (b) enter into joint ventures, partnerships and any other combinations or
associations; (c) remove Trustees or fill vacancies in or add to their number,
elect and remove such officers and appoint and terminate such agents or
employees as they consider appropriate, and appoint from their own number, and
terminate, any one or more committees which may exercise some or all of the
power and authority of the Trustees as the Trustees may determine; (d) purchase,
and pay for out of Trust Property, insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, distributors,
selected dealers or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such
Person against such liability; (e) establish pension, profit-sharing, share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) to the extent permitted by law,
indemnify any person with whom the Trust has dealings, including the Investment
Adviser, Distributor, Transfer Agent and selected dealers, to such extent as the
Trustees shall determine; (g) guarantee indebtedness or contractual obligations
of others; (h) determine and change the fiscal year of the Trust and the method
by which its accounts shall be kept; and (i) adopt a seal for the Trust, but the
absence of such seal shall not impair the validity of any instrument executed on
behalf of the Trust.
Section 2.10. Principal Transactions. Except in transactions not permitted
by the 1940 Act or rules and regulations adopted by the Commission, the Trustees
may, on behalf of the Trust, buy any securities from or sell any securities to,
or lend any assets of the Trust to, any Trustee or officer of the Trust or any
firm of which any such Trustee or officer is a member acting as principal, or
have any such dealings with the Investment Adviser, Distributor or Transfer
Agent or with any Interested Person of such Person; and the Trust may employ any
such Person, or firm or company in which such Person is an
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Interested Person, as broker, legal counsel, registrar, Transfer Agent, dividend
disbursing agent or Custodian upon customary terms.
Section 2.11. Number of Trustees. The number of Trustees shall initially
be one (1), and thereafter shall be such number as shall be fixed from time to
time by a written instrument signed by a majority of the Trustees, provided,
however, that the number of Trustees shall in no event be more than fifteen
(15).
Section 2.12. Election and Term. Except for the Trustees named herein or
appointed to fill vacancies pursuant to Section 2.14 hereof, the Trustees shall
be elected by the Shareholders owning of record a plurality of the Shares voting
at a meeting of Shareholders. Such a meeting shall be held on a date fixed by
the Trustees. Except in the event of resignation or removals pursuant to Section
2.13 hereof, each Trustee shall hold office until such time as less than a
majority of the Trustees holding office have been elected by Shareholders. In
such event the Trustees then in office will call a Shareholders' meeting for the
election of Trustees. Except for the foregoing circumstances, the Trustees shall
continue to hold office and may appoint successor Trustees.
Section 2.13. Resignation and Removal. Any Trustee may resign his trust
(without the need for any prior or subsequent accounting) by an instrument in
writing signed by him and delivered to the other Trustees and such resignation
shall be effective upon such delivery, or at a later date according to the terms
of the instrument. Any of the Trustees may be removed (provided the aggregate
number of Trustees after such removal shall not be less than one) with cause, by
the action of two-thirds of the remaining Trustees. Any Trustee may be removed
at any meeting of Shareholders by vote of two-thirds of the Outstanding Shares.
The Trustees shall promptly call a meeting of the Shareholders for the purpose
of voting upon in question of removal of any such Trustee of Trustees when
requested in writing so to do by the holders of not less than ten percent of the
Outstanding Shares and, in that connection, the Trustees will assist shareholder
communications to the extent provided for in Section 16(c) under the 1940 Act.
Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a
Trustee, he shall execute and deliver such documents as the remaining Trustees
shall require for the purpose of conveying to the Trust or the remaining
Trustees any Trust Property or property of any series of the Trust held in the
name of the resigning or removed Trustee. Upon the incapacity or death of any
Trustee, his legal representative shall execute and deliver on his behalf such
documents as the remaining Trustees shall require as provided in the preceding
sentence.
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Section 2.14. Vacancies. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the death, resignation, removal,
bankruptcy, adjudicated incompetence or other incapacity to perform the duties
of the office of a Trustee. No such vacancy shall operate to annul the
Declaration or to revoke any existing agency created pursuant to the terms of
the Declaration. In the case of an existing vacancy, including a vacancy
existing by reason of an increase in the number of Trustees, subject to the
provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill
such vacancy by the appointment of such other person as they in their discretion
shall see fit, made by a written instrument signed by a majority of the Trustees
then in office. Any such appointment shall not become effective, however, until
the person named in the written instrument of appointment shall have accepted in
writing such appointment and agreed in writing to be bound by the terms of the
Declaration. An appointment of a Trustee may be made in anticipation of a
vacancy to occur at a later date by reason of retirement, resignation or
increase in the number of Trustees, provided that such appointment shall not
become effective prior to such retirement, resignation or increase in the number
of Trustees. Whenever a vacancy in the number of Trustees shall occur, until
such vacancy is filled as provided in this Section 2.14, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by the Declaration.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees in office shall be conclusive evidence of the existence
of such vacancy.
Section 2.15. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
less than two (2) Trustees personally exercise the powers granted to the
Trustees under this Declaration except as herein otherwise expressly provided.
ARTICLE III
CONTRACTS
Section 3.1. Distribution Contract. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive underwriting contract
or contracts providing for the sale of the Shares at a price based on the net
asset value of a Share, whereby the Trustees may either agree to sell the Shares
to the other party to the contract or appoint such other party their sales agent
for the Shares, and in either case on such terms and conditions, if any, as may
be prescribed in the
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By-laws, and such further terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of this Article III or
of the By-laws; and such contract may also provide for the repurchase of the
Shares by such other party as agent of the Trustees.
Section 3.2. Advisory or Management Contract. The Trustees may in their
discretion from time to time enter into an investment advisory or management
contract or separate advisory contracts with respect to one or more Series
whereby the other party to such contract shall undertake to furnish to the Trust
such management, investment advisory, statistical and research facilities and
services and such other facilities and services, if any, and all upon such terms
and conditions as the Trustees may in their discretion determine, including the
grant of authority to such other party to determine what securities shall be
purchased or sold by the Trust and what portion of its assets shall be
uninvested, which authority shall include the power to make changes in the
investments of the Trust or any Series.
The Trustees may also employ, or authorize the Investment Adviser to
employ, one or more sub-advisers from time to time to perform such of the acts
and services of the Investment Adviser and upon such terms and conditions as may
be agreed upon between the Investment Adviser and such sub-advisers approved by
the Trustees. Any reference in this Declaration to the Investment Adviser shall
be deemed to include such sub-advisers unless the context otherwise requires.
Section 3.3. Affiliations of Trustees or Officers, Etc. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser or distributor of or for any partnership, corporation, trust,
association or other organization or of or for any parent or affiliate of
any organization, with which a contract of the character described in
Sections 3.1 or 3.2 above or for services as Custodian, Transfer Agent or
disbursing agent or for related services may have been or may hereafter be
made, or that any such organization, or any parent or affiliate thereof,
is a Shareholder of or has an interest in the Trust, or that
(ii) any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections
3.1 or 3.2 above or for services as Custodian, Transfer Agent or
disbursing agent or for related services may have been or may hereafter be
made also has any one or more of such contracts with one or more
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other partnerships, corporations, trusts, associations or other
organizations, or has other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
Section 3.4. Compliance with 1940 Act. Any contract entered into pursuant
to Sections 3.1 or 3.2 shall be consistent with and subject to the requirements
of Section 15 of the 1940 Act (including any amendment thereof or other
applicable act of Congress hereafter enacted), as modified by any applicable
order or orders of the Commission, with respect to its continuance in effect,
its termination and the method of authorization and approval of such contract or
renewal thereof.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the Trust shall be subject to
any personal liability whatsoever to any Person, other than to the Trust or its
Shareholders, in connection with Trust Property or the affairs of the Trust,
save only that arising from bad faith, willful misfeasance, gross negligence or
reckless disregard of his duties with respect to such Person; and all such
Persons shall look solely to the Trust Property for satisfaction of claims of
any nature arising in connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is
made a party to any suit or proceeding to enforce any such liability of the
Trust, he shall not, on account thereof, be held to any personal liability. The
Trust shall indemnify and hold each Shareholder harmless from and against all
claims and liabilities, to which such Shareholder may become subject by reason
of his being or having been a Shareholder, and shall reimburse such Shareholder
for all legal and other expenses reasonably incurred by him in connection with
any such claim or liability. The indemnification and reimbursement required by
the preceding sentence shall be made only out of the assets of the one or more
Series of which the Shareholder who is entitled to indemnification or
reimbursement was a Shareholder at the time the act or event occurred which gave
rise to the claim against or liability of said Shareholder. The rights accruing
to a Shareholder under this Section 4.1 shall not impair any
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other right to which such Shareholder may be lawfully entitled, nor shall
anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee
or agent of the Trust shall be liable to the Trust, its Shareholders, or to any
Shareholder, Trustee, officer, employee, or agent thereof for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except for his own
bad faith, willful misfeasance, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer of the Trust
shall be indemnified by the Trust to the fullest extent permitted by law against
all liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been a Trustee
or officer and against amounts paid or incurred by him in the settlement
thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal, administrative or
other, including appeals), actual or threatened; and the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust, a Series thereof, or the
Shareholders by reason of a final adjudication by a court or other body
before which a proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust;
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(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(i) or (b)(ii)
resulting in a payment by a Trustee or officer, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving the settlement or
other disposition; or
(B) based upon a review of readily available facts (as opposed
to a full trial-type inquiry) by (x) vote of a majority of the
Disinterested Trustees acting on the matter (provided that a
majority of the Disinterested Trustees then in office act on the
matter) or (y) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee or officer may now or hereafter be entitled,
shall continue as to a person who has ceased to be such Trustee or officer and
shall inure to the benefit of the heirs, executors, administrators and assigns
of such a person. Nothing contained herein shall affect any rights to
indemnification to which personnel of the Trust other than Trustees and officers
may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he is not entitled to indemnification under
this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust shall
be insured against losses arising out of any such advances; or
(ii) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees act
on the matter) or an independent legal counsel in a written opinion
shall determine, based upon a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to
believe that the recipient ultimately will be found entitled to
indemnification.
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As used in this Section 4.3, a "Disinterested Trustee" is one who is
not (i) an Interested Person of the Trust (including anyone who has been
exempted from being an Interested Person by any rule, regulation or order
of the Commission), or (ii) involved in the claim, action, suit or
proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee shall be obligated
to give any bond or other security for the performance of any of his duties
hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust Instruments, Etc.
No purchaser, lender, transfer agent or other Person dealing with the Trustees
or any officer, employee or agent of the Trust shall be bound to make any
inquiry concerning the validity of any transaction purporting to be made by the
Trustees or by said officer, employee or agent or be liable for the application
of money or property paid, loaned, or delivered to or on the order of the
Trustees or of said officer, employee or agent. Every obligation, contract,
instrument, certificate, Share, other security of the Trust or undertaking, and
every other act or thing whatsoever executed in connection with the Trust shall
be conclusively presumed to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their capacity
as officers, employees or agents of the Trust. Every written obligation,
contract, instrument, certificate, Share, other security of the Trust or
undertaking made or issued by the Trustees may recite that the same is executed
or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust under any such instrument are not binding upon
any of the Trustees or Shareholders individually, but bind only the trust
estate, and may contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not operate to bind the
Trustees individually. The Trustees shall at all times maintain insurance for
the protection of the Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee and officer or
employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records
of the Trust, upon an opinion of counsel, or upon reports made to the Trust by
any of its officers or employees or by the Investment Adviser, the Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
consultants selected with reasonable care by the Trustees,
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officers or employees of the Trust, regardless of whether such counsel or expert
may also be a Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest, all
of one class, except as provided in Section 5.11 hereof, par value $.01 per
share. The number of Shares of beneficial interest authorized hereunder is
unlimited. All Shares issued hereunder including, without limitation, Shares
issued in connection with a dividend in Shares or a split of Shares, shall be
fully paid and non-assessable.
Section 5.2. Rights of Shareholders. The ownership of the Trust Property
and the property of each Series of the Trust of every description and the right
to conduct any business hereinbefore described are vested exclusively in the
Trustees, and the Shareholders shall have no interest therein other than the
beneficial interest conferred by their Shares, and they shall have no right to
call for any partition or division of any property, profits, rights or interests
of the Trust nor can they be called upon to share or assume any losses of the
Trust or suffer an assessment of any kind by virtue of their ownership of
Shares. The Shares shall be personal property giving only the rights
specifically set forth in this Declaration. The Shares shall not entitle the
holder to preference, preemptive, appraisal, conversion or exchange rights,
except as the Trustees may determine with respect to any Series of Shares.
Section 5.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times and on such terms as the Trustees may deem
best, and may in such manner acquire other assets (including the acquisition of
assets subject to, and in connection with the assumption of
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liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares and Shares held in the treasury. The
Trustees may from time to time divide or combine the Shares into a greater or
lesser number without thereby changing the proportionate beneficial interests in
the Trust. Contributions to the Trust may be accepted for, and Shares shall be
redeemed as, whole Shares and/or 1/1,000ths of a Share or integral multiples
thereof.
Section 5.5. Register of Shares. A register shall be kept at the principal
office of the Trust or an office of the Transfer Agent which shall contain the
names and addresses of the Shareholders and the number of Shares held by them
respectively and a record of all transfers thereof. Such register shall be
conclusive as to who are the holders of the Shares and who shall be entitled to
receive dividends or distributions or otherwise to exercise or enjoy the rights
of Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to him as herein or in the
By-laws provided, until he has given his address to the Transfer Agent or such
other officer or agent of the Trustees as shall keep the said register for entry
thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of share
certificates and promulgate appropriate rules and regulations as to their use.
Section 5.6. Transfer of Shares. Except as otherwise provided by the
Trustees, shares shall be transferable on the records of the Trust only by the
record holder thereof or by his agent thereunto duly authorized in writing, upon
delivery to the Trustees or the Transfer Agent of a duly executed instrument of
transfer, together with such evidence of the genuineness of each such execution
and authorization and of other matters as may reasonably be required. Upon such
delivery the transfer shall be recorded on the register of the Trust. Until such
record is made, the Shareholder of record shall be deemed to be the holder of
such Shares for all purposes hereunder and neither the Trustees nor any transfer
agent or registrar nor any officer, employee or agent of the Trust shall be
affected by any notice of the proposed transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trustees or the Transfer
Agent, but until such record is made, the Shareholder of record shall be deemed
to be the holder of such Shares for all purposes hereunder and neither the
Trustees nor any Transfer Agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy or incompetence,
or other operation of law.
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Section 5.7. Notices, Reports. Any and all notices to which any
Shareholder may be entitled and any and all communications shall be deemed duly
served or given if mailed, postage prepaid, addressed to any Shareholder of
record at his last known address as recorded on the register of the Trust. A
notice of a meeting, an annual report and any other communication to
Shareholders need not be sent to a Shareholder (i) if an annual report and a
proxy statement for two consecutive shareholder meetings have been mailed to
such Shareholder's address and have been returned as undeliverable, (ii) if all,
and at least two, checks (if sent by first class mail) in payment of dividends
on Shares during a twelve-month period have been mailed to such Shareholder's
address and have been returned as undeliverable or (iii) in any other case in
which a proxy statement concerning a meeting of security holders is not required
to be given pursuant to the Commission's proxy rules as from time to time in
effect under the Securities Exchange Act of 1934. However, delivery of such
proxy statements, annual reports and other communications shall resume if and
when such Shareholder delivers or causes to be delivered to the Trust written
notice setting forth such Shareholder's then current address.
Section 5.8. Treasury Shares. Shares held in the treasury shall, until
reissued pursuant to Section 5.4, not confer any voting rights on the Trustees,
nor shall such Shares be entitled to any dividends or other distributions
declared with respect to the Shares.
Section 5.9. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Section 2.12; (ii) for the
removal of Trustees as provided in Section 2.13; (iii) with respect to any
investment advisory or management contract entered into pursuant to Section 3.2;
(iv) with respect to termination of the Trust as provided in Section 8.2; (v)
with respect to any amendment of this Declaration to the extent and as provided
in Section 8.3; (vi) with respect to any merger, consolidation or sale of assets
as provided in Section 8.4; (vii) with respect to incorporation of the Trust or
any Series to the extent and as provided in Section 8.5; (viii) to the same
extent as the stockholders of Massachusetts business corporation as to whether
or not a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders; (ix) with respect to any plan adopted pursuant to Rule 12b-1 (or
any successor rule) under the 1940 Act; and (x) with respect to such additional
matters relating to the Trust as may be required by this Declaration, the
By-laws or any registration of the Trust as an investment company under the 1940
Act with the Commission (or any successor agency) or as the Trustees may
consider necessary or desirable. Each whole Share shall be entitled to one vote
as to any
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matter on which it is entitled to vote and each fractional Share shall be
entitled to a proportionate fractional vote, except that the Trustees may, in
conjunction with the establishment of any Series of Shares, establish or reserve
the right to establish conditions under which the several Series shall have
separate voting rights or, if a Series would not, in the sole judgment of the
Trustees, be materially affected by a proposal, no voting rights. There shall be
no cumulative voting in the election of Trustees. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required by law, this Declaration or the By-laws to be taken by Shareholders.
The By-laws may include further provisions for Shareholders' votes and meetings
and related matters.
Section 5.10. Meetings of Shareholders. Meetings of Shareholders may be
called at any time by the President, and shall be called by the President and
Secretary at the request in writing or by resolution, of a majority of Trustees,
or at the written request of the holder or holders of ten percent (10%) or more
of the total number of Shares then issued and outstanding of the Trust entitled
to vote at such meeting. Any such request shall state the purpose of the
proposed meeting.
Section 5.11. Series Designation. The Trustees, in their discretion, may
authorize the division of Shares into two or more Series, and the different
Series shall be established and designated, and the variations in the relative
rights and preferences as between the different Series shall be fixed and
determined, by the Trustees; provided, that all Shares shall be identical except
that there may be variations so fixed and determined between different Series as
to investment objective, purchase price, allocation of expenses, right of
redemption, special and relative rights as to dividends and on liquidation,
conversion rights, and conditions under which the several Series shall have
separate voting rights. All references to Shares in this Declaration shall be
deemed to be Shares of any or all series as the context may require.
If the Trustees shall divide the Shares of the Trust into two or more
Series, the following provisions shall be applicable:
(a) All provisions herein relating to the Trust shall apply equally to
each Series of the Trust except as the context requires otherwise.
(b) The number of authorized Shares and the number of Shares of each
Series that may be issued shall be unlimited. The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any Series into one or more Series that may be established and designated from
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time to time. The Trustees may hold as treasury Shares (of the same or some
other Series), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any Series reacquired by the Trust at their
discretion from time to time.
(c) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the rights
of creditors of such Series and except as may otherwise be required by
applicable laws, and shall be so recorded upon the books of account of the
Trust. In the event that there are any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series, the Trustees shall allocate them among any
one or more of the Series established and designated from time to time in such
manner and on such basis as they, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and binding
upon the shareholders of all Series for all purposes.
(d) The assets belonging to each particular Series shall be charged with
the liabilities of the Trust in respect of that Series and all expenses, costs,
charges and reserves attributable to that Series, and any general liabilities,
expenses, costs, charges or reserves of the Trust which are not readily
identifiable as belonging to any particular Series shall be allocated and
charged by the Trustees to and among any one or more of the Series established
and designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all purposes. The
Trustees shall have full discretion, to the extent not inconsistent with the
1940 Act, to determine which items are capital; and each such determination and
allocation shall be conclusive and binding upon the Shareholders. The assets of
a particular Series of the Trust shall, under no circumstances, be charged with
liabilities attributable to any other Series of the Trust. All persons extending
credit to, or contracting with or having any claim against a particular Series
of the Trust shall look only to the assets of that particular Series for payment
of such credit, contract or claim. No Shareholder or former Shareholder of any
Series shall have any claim on or right to any assets allocated or belonging to
any other series.
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(e) Each Share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a Series
shall be entitled to receive his pro rata share of distributions of income and
capital gains made with respect to such Series. Upon redemption of his Shares or
indemnification for liabilities incurred by reason of his being or having been a
Shareholder of a Series, such shareholder shall be paid solely out of the funds
and property of such Series of the Trust. Upon liquidation or termination of a
Series of the Trust, Shareholders of such Series shall be entitled to receive a
pro rata share of the net assets of such Series. A Shareholder of a particular
Series of the Trust shall not be entitled to participate in a derivative or
class action on behalf of any other Series or the Shareholders of any other
Series of the Trust.
(f) The establishment and designation of any Series of Shares shall be
effective upon the execution by a majority of the then Trustees of an instrument
setting forth such establishment and designation and the relative rights and
preferences of such Series, or as otherwise provided in such instrument. The
Trustees may by an instrument executed by a majority of their number abolish any
Series and the establishment and designation thereof. Except as otherwise
provided in this Article V, the Trustees shall have the power to determine the
designations, preferences, privileges, limitations and rights, of each class and
Series of Shares. Each instrument referred to in this paragraph shall have the
status of an amendment to this Declaration.
Section 5.12. Assent to Declaration of Trust. Every Shareholder, by virtue
of having become a shareholder, shall be held to have expressly assented and
agreed to the terms hereof and to have become a party hereto.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. All Shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. Redeemed or repurchased Shares may be resold by the Trust.
The Trust shall redeem the Shares upon the appropriately verified written
application of the record holder thereof (or upon such other form of request as
the Trustees may determine) at such office or agency as may be designated from
time to time for that purpose in the Trust's then effective registration
statement under the Securities Act of 1933. The Trustees may from time to time
specify additional conditions, not
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inconsistent with the 1940 Act, regarding the redemption of Shares in the
Trust's then effective registration statement under the Securities Act of 1933.
Section 6.2. Price. Shares shall be redeemed at their net asset value
determined as set forth in Section 7.1 hereof as of such time as the Trustees
shall have theretofore prescribed by resolution. In the absence of such
resolution, the redemption price of Shares deposited shall be the net asset
value of such Shares next determined as set forth in Section 7.1 hereof after
receipt of such application.
Section 6.3. Payment. Payment for such Shares shall be made in cash or in
property out of the assets of the relevant series of the Trust to the
Shareholder of record at such time and in the manner, not inconsistent with the
1940 Act or other applicable laws, as may be specified from time to time in the
Trust's then effective registration statement under the Securities Act of 1933,
subject to the provisions of Section 6.4 hereof.
Section 6.4. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the
determination of net asset value, the rights of Shareholders (including those
who shall have applied for redemption pursuant to Section 6.1 hereof but who
shall not yet have received payment) to have Shares redeemed and paid for by the
Trust shall be suspended until the termination of such suspension is declared.
Any record holder who shall have his redemption right so suspended may, during
the period of such suspension, by appropriate written notice of revocation at
the office or agency where application was made, revoke any application for
redemption not honored and withdraw any certificates on deposit. The redemption
price of Shares for which redemption applications have not been revoked shall be
the net asset value of such Shares next determined as set forth in Section 7.1
after the termination of such suspension, and payment shall be made within seven
(7) days after the date upon which the application was made plus the period
after such application during which the determination of net asset value was
suspended.
Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract of
purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.
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Section 6.6. Redemption of Shareholder's Interest. The Trust shall have
the right at any time without prior notice to the shareholder to redeem Shares
of any shareholder for their then current net asset value per Share if at such
time the shareholder owns Shares having an aggregate net asset value of less
than $1,000 subject to such terms and conditions as the Trustees may approve,
and subject to the Trust's giving general notice to all shareholders of its
intention to avail itself of such right, either by publication in the Trust's
registration statement, if any, or by such other means as the Trustees may
determine.
Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company; Disclosure of Holding. If the Trustees shall, at any time
and in good faith, be of the opinion that direct or indirect ownership of Shares
or other securities of the Trust has or may become concentrated in any Person to
an extent which would disqualify any Series of the Trust as a regulated
investment company under the Internal Revenue Code, then the Trustees shall have
the power by lot or other means deemed equitable by them (i) to call for
redemption by any such Person a number, or principal amount, of Shares or other
securities of the Trust sufficient to maintain or bring the direct or indirect
ownership of Shares or other securities of the Trust into conformity with the
requirements for such qualification and (ii) to refuse to transfer or issue
Shares or other securities of the Trust to any Person whose acquisition of the
Shares or other securities of the Trust in question would result in such
disqualification. The redemption shall be effected at the redemption price and
in the manner provided in Section 6.1.
The holders of Shares or other securities of the Trust shall upon demand
disclose to the Trustees in writing such information with respect to direct and
indirect ownership of Shares or other securities of the Trust as the Trustees
deem necessary to comply with the provisions of the Internal Revenue Code, or to
comply with the requirements of any other taxing authority.
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of Outstanding Shares
pursuant to the provisions of Section 7.3.
Section 6.9. Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary week-end and holiday closings,
(ii) during which trading on the New York Stock Exchange is restricted, (iii)
during which an emergency exists as a result of
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which disposal by the Trust of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Trust fairly to
determine the value of its net assets, or (iv) during any other period when the
Commission may for the protection of Shareholders of the Trust by order permit
suspension of the right of redemption or postponement of the date of payment or
redemption; provided that applicable rules and regulations of the Commission
shall govern as to whether the conditions prescribed in (ii), (iii), or (iv)
exist. Such suspension shall take effect at such time as the Trust shall specify
but not later than the close of business on the business day next following the
declaration of suspension, and thereafter there shall be no right of redemption
or payment on redemption until the Trust shall declare the suspension at an end,
except that the suspension shall terminate in any event on the first day on
which said stock exchange shall have reopened or the period specified in (ii) or
(iii) shall have expired (as to which in the absence of an official ruling by
the Commission, the determination of the Trust shall be conclusive). In the case
of a suspension of the right of redemption, a Shareholder may either withdraw
his request for redemption or receive payment based on the net asset value
existing after the termination of the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The value of the assets of the Trust or any
Series of the Trust shall be determined by appraisal of the securities of the
Trust or allocated to such Series, such appraisal to be on the basis of the
amortized cost of such securities in the case of money market securities, market
value in the case of other securities, or by such other method as shall be
deemed to reflect the fair value thereof, determined in good faith by or under
the direction of the Trustees. From the total value of said assets, there shall
be deducted all indebtedness, interest, taxes, payable or accrued, including
estimated taxes on unrealized book profits, expenses and management charges
accrued to the appraisal date, net income determined and declared as a
distribution and all other items in the nature of liabilities attributable to
the Trust or such Series which shall be deemed appropriate. The resulting amount
which shall represent the total net assets of the Trust or the Series shall be
divided by the number of Shares of the Trust or such Series outstanding at the
time and the quotient so obtained shall be deemed to be the net asset value of
the Shares. The net asset value of the Shares shall be determined at least once
on each business day, as of the close of trading on the New York Stock Exchange
or as of such other time or times as the Trustees shall determine. The power and
duty to
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make the daily calculations may be delegated by the Trustees to the Investment
Adviser, the Custodian, the Transfer Agent or such other Person as the Trustees
may determine by resolution or by approving a contract which delegates such duty
to another Person. The Trustees may suspend the daily determination of net asset
value to the extent permitted by the 1940 Act.
Section 7.2. Distributions to Shareholders. The Trustees shall from time
to time distribute ratably among the Shareholders of the Trust or a Series such
proportion of the net profits, surplus (including paid-in surplus), capital, or
assets of the Trust or such Series held by the Trustees as they may deem proper.
Such distributions may be made in cash or property (including without limitation
any type of obligations of the Trust or such Series or any assets thereof), and
the Trustees may distribute ratably among the Shareholders additional Shares of
the Trust or such Series issuable hereunder in such manner, at such times, and
on such terms as the Trustees may deem proper. Such distributions may be among
the Shareholders of record at the time of declaring a distribution or among the
Shareholders of record at such other date or time or dates or times as the
Trustees shall determine. The Trustees may in their discretion determine that,
solely for the purposes of such distributions, Outstanding Shares shall exclude
Shares for which orders have been placed subsequent to a specified time on the
date the distribution is declared or on the next preceding day if the
distribution is declared as of a day on which Boston banks are not open for
business, all as described in the registration statement under the Securities
Act of 1933. The Trustees may always retain from the net profits such amount as
they may deem necessary to pay the debts or expenses of the Trust or the Series
or to meet obligations of the Trust or the Series, or as they may deem desirable
to use in the conduct of its affairs or to retain for future requirements or
extensions of the business. The Trustees may adopt and offer to Shareholders
such dividend reinvestment plans, cash dividend payout plans or related plans as
the Trustees shall deem appropriate.
Inasmuch as the computation of net income and gains for Federal income tax
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust or the Series to avoid or reduce liability for taxes.
Section 7.3. Determination of Net Income; Constant Net Asset Value;
Reduction of Outstanding Shares. Subject to Section 5.11 hereof, the net income
of the Trust or any Series shall be determined in such manner as the Trustees
shall
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provide by resolution. Expenses of the Trust or a Series, including the advisory
or management fee, shall be accrued each day. Such net income may be determined
by or under the direction of the Trustees as of the close of trading on the New
York Stock Exchange on each day on which such Exchange is open or as of such
other time or times as the Trustees shall determine, and, except as provided
herein, all the net income of the Trust or any Series, as so determined, may be
declared as a dividend on the Outstanding Shares of the Trust or such Series.
If, for any reason, the net income of the Trust or any Series, determined at any
time is a negative amount, the Trustees shall have the power with respect to the
Trust or such Series (i) to offset each Shareholder's pro rata share of such
negative amount from the accrued dividend account of such Shareholder, or (ii)
to reduce the number of Outstanding Shares of the Trust or such Series by
reducing the number of Shares in the account of such Shareholder by that number
of full and fractional Shares which represents the amount of such excess
negative net income, or (iii) to cause to be recorded on the books of the Trust
or such Series an asset account in the amount of such negative net income, which
account may be reduced by the amount, provided that the same shall thereupon
become the property of the Trust or such Series with respect to the Trust or
such Series and shall not be paid to any Shareholder, of dividends declared
thereafter upon the Outstanding Shares of the Trust or such Series on the day
such negative net income is experienced, until such asset account is reduced to
zero; or (iv) to combine the methods described in clauses (i) and (ii) and (iii)
of this sentence, in order to cause the net asset value per Share of the Trust
or such Series to remain at a constant amount per Outstanding Share immediately
after each such determination and declaration. The Trustees shall also have the
power to fail to declare a dividend out of net income for the purpose of causing
the net asset value per Share to be increased to a constant amount. The Trustees
shall not be required to adopt, but may at any time adopt, discontinue or amend
the practice of maintaining the net asset value per Share of the Trust or a
Series at a constant amount.
Section 7.4. Allocation Between Principal and Income. The Trustees shall
have full discretion to determine whether any cash or property received shall be
treated as income or as principal and whether any item of expense shall be
charged to the income or the principal account, and their determination made in
good faith shall be conclusive upon the Shareholders. In the case of stock
dividends received, the Trustees shall have full discretion to determine, in the
light of the particular circumstances, how much if any of the value thereof
shall be treated as income, the balance, if any, to be treated as principal.
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<PAGE>
Section 7.5. Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
Share net asset value or net income, or the declaration and payment of dividends
and distributions as they may deem necessary or desirable.
ARTICLE VIII
DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS, ETC.
Section 8.1. Duration. The Trust shall continue without limitation of time
but subject to the provisions of this Article VIII.
Section 8.2. Termination of Trust. (a) The Trust or any Series of the
Trust may be terminated by an instrument in writing signed by a majority of the
Trustees, or by the affirmative vote of the holders of a majority of the Shares
of the Trust or Series outstanding and entitled to vote, at any meeting of
Shareholders. Upon the termination of the Trust or any Series,
(i) the Trust or any Series shall carry on no business except for
the purpose of winding up its affairs;
(ii) the Trustees shall proceed to wind up the affairs of the Trust
or Series and all of the powers of the Trustees under this Declaration
shall continue until the affairs of the Trust or Series shall have been
wound up, including the power to fulfill or discharge the contracts of the
Trust or Series, collect its assets, sell, convey, assign, exchange,
transfer or otherwise dispose of all or any part of the remaining Trust
Property or property of the Series to one or more persons at public or
private sale for consideration which may consist in whole or in part of
cash, securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its business;
and
(iii) after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property or property of the Series, in cash
or in kind or partly each, among the Shareholders of the Trust or Series
according to their respective rights.
(b) After termination of the Trust or any Series and distribution to the
Shareholders as herein provided, a majority of
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the Trustees shall execute and lodge among the records of the Trust an
instrument in writing setting forth the fact of such termination, and the
Trustees shall thereupon be discharged from all further liabilities and duties
hereunder, and the rights and interests of all Shareholders of the Trust or
Series shall thereupon cease.
Section 8.3. Amendment Procedure. (a) This Declaration may be amended by a
vote of the holders of a majority of the Shares outstanding and entitled to
vote. Amendments shall be effective upon the taking of action as provided in
this section or at such later time as shall be specified in the applicable vote
or instrument. The Trustees may also amend this Declaration without the vote or
consent of Shareholders if they deem it necessary to conform this Declaration to
the requirements of applicable federal or state laws or regulations or the
requirements of the regulated investment company provisions of the Internal
Revenue Code (including those provisions of such Code relating to the retention
of the exemption from federal income tax with respect to dividends paid by the
Trust out of interest income received on Municipal Bonds), but the Trustees
shall not be liable for failing so to do. The Trustees may also amend this
Declaration without the vote or consent of Shareholders if they deem it
necessary or desirable to change the name of the Trust or to make any other
changes in the Declaration which do not materially adversely affect the rights
of Shareholders hereunder.
(b) No amendment may be made under this Section 8.3 which would change any
rights with respect to any Shares of the Trust or Series by reducing the amount
payable thereon upon liquidation of the Trust or Series or by diminishing or
eliminating any voting rights pertaining thereto, except with the vote or
consent of the holders of two-thirds of the Shares of the Trust or Series
outstanding and entitled to vote. Nothing contained in this Declaration shall
permit the amendment of this Declaration to impair the exemption from personal
liability of the Shareholders, Trustees, officers, employees and agents of the
Trust or to permit assessments upon Shareholders.
(c) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Shareholders or by the
Trustees as aforesaid or a copy of the Declaration, as amended, and executed by
a majority of the Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.
Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration may be terminated or amended in any respect by the
affirmative vote of
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a majority of the Trustees or by an instrument signed by a majority of the
Trustees.
Section 8.4. Merger, Consolidation and Sale of Assets. The Trust or any
Series thereof may merge or consolidate with any other corporation, association,
trust or other organization or may sell, lease or exchange all or substantially
all of the Trust Property or the property of any Series, including its good
will, upon such terms and conditions and for such consideration when and as
authorized at any meeting of Shareholders of the Trust or Series called for the
purpose by the affirmative vote of the holders of a majority of the Shares of
the Trust or Series.
Section 8.5. Incorporation. With the approval of the holders of a majority
of the Shares of the Trust or any Series outstanding and entitled to vote, the
Trustees may cause to be organized or assist in organizing a corporation or
corporations under the laws of any jurisdiction or any other trust, partnership,
association or other organization to take over all of the Trust Property or the
property of any Series or to carry on any business in which the Trust or the
Series shall directly or indirectly have any interest, and to sell, convey and
transfer the Trust Property or the property of any Series to any such
corporation, trust, association or organization in exchange for the Shares or
securities thereof or otherwise, and to lend money to, subscribe for the Shares
or securities of, and enter into any contracts with any such corporation, trust,
partnership, association or organization, or any corporation, partnership,
trust, association or organization in which the Trust or the Series holds or is
about to acquire shares or any other interest. The Trustees may also cause a
merger or consolidation between the Trust or any Series or any successor thereto
and any such corporation, trust, partnership, association or other organization
if and to the extent permitted by law, as provided under the law then in effect.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one or more
corporations, trusts, partnerships, associations or other organizations and
selling, conveying or transferring a portion of the Trust Property to such
organization or entities.
ARTICLE IX
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders a
written financial report, which may be included in the Trust's prospectus or
statement of additional information, of the transactions of the Trust, including
financial statements which shall at least annually be certified by independent
public accountants.
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<PAGE>
ARTICLE X
MISCELLANEOUS
Section 10.1. Filing. This Declaration and any amendment hereto shall be
filed in the office of the Secretary of the Commonwealth of Massachusetts and in
such other places as may be required under the laws of Massachusetts and may
also be filed or recorded in such other places as the Trustees deem appropriate.
Unless the amendment is embodied in an instrument signed by a majority of the
Trustees, each amendment filed shall be accompanied by a certificate signed and
acknowledged by a Trustee stating that such action was duly taken in a manner
provided herein. A restated Declaration, integrating into a single instrument
all of the provisions of the Declaration which are then in effect and operative,
may be executed from time to time by a majority of the Trustees and shall, upon
filing with the Secretary of the Commonwealth of Massachusetts, be conclusive
evidence of all amendments contained therein and may hereafter be referred to in
lieu of the original Declaration and the various amendments thereto. The
restated Declaration may include any amendment which the Trustees are empowered
to adopt, whether or not such amendment has been adopted prior to the execution
of the restated Declaration.
Section 10.2. Governing Law. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
internal laws thereof, and the rights of all parties and the validity and
construction of every provision hereof shall be subject to and construed
according to the internal laws of said State without regard to the choice of law
rules thereof.
Section 10.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.
Section 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-laws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any
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fact or facts which in any manner relate to the affairs of the Trust, shall be
conclusive evidence as to the matters so certified in favor of any Person
dealing with the Trustees and their successors.
Section 10.5. Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration are severable, and if the Trustees
shall determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provisions in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
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IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th
day of December, 1987.
/s/ Amey A. DeFriez
-----------------------
------------------, as Trustee and
not individually.
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk December 8, 1987
Then personally appeared the above-named Amey A. DeFriez, who acknowledged
the foregoing instrument to be her free act and deed.
Before me,
/s/ [ILLEGIBLE]
----------------------
Notary Public
My commission expires: November 25, 1994
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<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th
day of December, 1987.
/s/ Peter B. Freeman
-----------------------
----------------, as Trustee and
not individually.
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk December 8, 1987
Then personally appeared the above-named Peter B. Freeman, who
acknowledged the foregoing instrument to be his free act and deed.
Before me,
/s/ [ILLEGIBLE]
----------------------
Notary Public
My commission expires: November 25, 1994
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<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th
day of December, 1987.
/s/ George S. Johnston
-----------------------
---------------, as Trustee and
not individually.
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk December 8, 1987
Then personally appeared the above-named George S. Johnston, who
acknowledged the foregoing instrument to be his free act and deed.
Before me,
/s/ [ILLEGIBLE]
----------------------
Notary Public
My commission expires: November 25, 1994
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<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th
day of December, 1987.
/s/ David S. Lee
-----------------------
----------------, as Trustee and
not individually.
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk December 8, 1987
Then personally appeared the above-named David S. Lee, who acknowledged
the foregoing instrument to be his free act and deed.
Before me,
/s/ [ILLEGIBLE]
----------------------
Notary Public
My commission expires: November 25, 1994
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<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th
day of December, 1987.
/s/ George M. Love Joy
-----------------------
----------------, as Trustee and
not individually.
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk December 8, 1987
Then personally appeared the above-named George M. Love Joy, who
acknowledged the foregoing instrument to be his free act and deed.
Before me,
/s/ [ILLEGIBLE]
----------------------
Notary Public
My commission expires: November 25, 1994
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<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th
day of December, 1987.
/s/ August R. Meyer
-----------------------
----------------, as Trustee and
not individually.
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk December 8, 1987
Then personally appeared the above-named August R. Meyer, who acknowledged
the foregoing instrument to be his free act and deed.
Before me,
/s/ [ILLEGIBLE]
----------------------
Notary Public
My commission expires: November 25, 1994
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<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this instrument this 8th
day of December, 1987.
/s/ Juris Padegs
-----------------------
----------------, as Trustee and
not individually.
THE COMMONWEALTH OF MASSACHUSETTS
County of Suffolk December 8, 1987
Then personally appeared the above-named Juris Padegs, who acknowledged
the foregoing instrument to be his free act and deed.
Before me,
/s/ [ILLEGIBLE]
----------------------
Notary Public
My commission expires: November 25, 1994
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Exhibit 1(b)
SCUDDER TAX FREE MONEY FUND
Certificate of Amendment
The undersigned, being at least a majority of the duly elected and
qualified Trustees of Scudder Tax Free Money Fund, a business trust organized
under the laws of The Commonwealth of Massachusetts pursuant to a Declaration of
Trust dated December 8, 1987, as amended, do hereby certify that the
Shareholders of said Trust, by the favorable vote on December 11, 1990 of a
majority of the shares outstanding and entitled to vote, adopted amendments to
the Declaration of Trust striking out Section 1.2 subsections (k), (m) and (r),
Sections 5.1, 5.9 and 5.13, Section 6.6 and Section 7.1 and inserting in lieu
thereof the following:
Article I, Section 1.2, subsections (k), (m) and (r):
(k) "Series" individually or collectively means the two or more Series as may be
established and designated from time to time by the Trustees pursuant to Section
5.11 hereof. Unless the context otherwise requires, the term "Series" shall
include Classes into which shares of the Trust, or of a Series, may be divided
from time to time.
(m) "Shares" means the equal proportionate units of interest into which the
beneficial interest in the Trust shall be divided from time to time, including
the Shares of any and all Series and Classes which may be established by the
Trustees and includes fractions of Shares as well as whole Shares. "Outstanding
Shares" means those shares shown from time to time on the books of the Trust or
its Transfer Agent as then issued and outstanding, but shall not include Shares
which have been redeemed or repurchased by the Trust and which are at the time
held in the Treasury of the Trust.
(r) "Class" means the two or more Classes as may be established and designated
from time to time by the Trustees pursuant to Section 5.13 hereof.
Article V, Sections 5.1, 5.9 and 5.13:
Section 5.1. Beneficial Interest. The interest of the beneficiaries hereunder
shall be divided into transferable Shares of beneficial interest, all of one
class, except as provided in Section 5.11 and Section 5.13 hereof, par value
$.01 per share. The number of Shares of beneficial interest authorized hereunder
is unlimited. All Shares issued hereunder including, without limitation, Shares
issued in connection with a dividend in Shares or a split of Shares, shall be
fully paid and non-assessable.
Section 5 9. Voting Powers. The Shareholders shall have power to vote only (i)
for the election of Trustees as provided in Section 2.12; (ii) for the removal
of Trustees as provided in Section 2.13; (iii) with respect to any investment
advisory or management contract entered into pursuant to Section 3.2; (iv) with
respect to termination of the Trust as provided in Section 8.2; (v) with respect
to any amendment of this Declaration to the extent and as provided in Section
8.3; (vi) with respect to any merger, consolidation or sale of assets as
provided in Section 8.4; (vii) with respect to incorporation of the Trust, or
any Series to the extent and as provided in Section 8.5; (viii) to the same
extent as the stockholders of Massachusetts business corporation as to whether
or not a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or any
Series or Class thereof or the Shareholders (provided, however, that a
Shareholder of a particular Series or Class shall not be entitled to a
derivative or class action on behalf of any other Series or Class (or
Shareholder of any other Series or Class) of the Trust); (ix) with respect to
any plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940
Act; and (x) with respect to such additional matters relating to the Trust as
may be required by this Declaration, the By-laws or any registration of the
Trust as an investment company under the 1940 Act with the Commission (or any
successor agency) or as the Trustees may consider necessary or desirable. Each
whole Share shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional Share shall be entitled to a proportionate
fractional vote, except that the Trustees may, in conjunction with the
establishment of any Series or Class of Shares, establish or reserve the right
to establish conditions under which the several Series
1
<PAGE>
or Classes shall have separate voting rights or, if a Series or Class would not,
in the sole judgment of the Trustees, be materially affected by a proposal, no
voting rights. There shall be no cumulative voting in the election of Trustees.
Until Shares are issued, the Trustees may exercise all rights of Shareholders
and may take any action required by law, this Declaration or the By-laws to be
taken by Shareholders. The By-laws may include further provisions for
Shareholders' votes and meetings and related matters.
Section 5.13 Class Designation. The Trustees, in their discretion, may authorize
the division of the Shares of the Trust, or, if any Series be established, the
Shares of any Series, into two or more Classes, and the different Classes shall
be established and designated, and the variations in the relative rights and
preferences as between the different Classes shall be fixed and determined, by
the Trustees; provided, that all Shares of the Trust or of any Series shall be
identical to all other Shares of the Trust or the same Series, as the case may
be, except that there may be variations between different classes as to
allocation of expenses, right of redemption, special and relative rights as to
dividends and on liquidation, conversion rights, and conditions under which the
several Classes shall have separate voting rights. All references to Shares in
this Declaration shall be deemed to be Shares of any or all Classes as the
context may require.
If the Trustees shall divide the Shares of the Trust or any Series into two or
more Classes, the following provisions shall be applicable:
(a) All provisions herein relating to the Trust, or any Series of the Trust,
shall apply equally to each Class of Shares of the Trust or of any Series of the
Trust, except as the context requires otherwise.
(b) The number of Shares of each Class that may be issued shall be unlimited.
The Trustees may classify or reclassify any unissued Shares of the Trust or any
Series or any Shares previously issued and reacquired of any Class of the Trust
or of any Series into one or more Classes that may be established and designated
from time to time. The Trustees may hold as treasury Shares (of the same or some
other Class), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any Class reacquired by the Trust at their
discretion from time to time.
(c) Liabilities, expenses, costs, charges and reserves related to the
distribution of, and other identified expenses that should properly be allocated
to, the Shares of a particular Class may be charged to and borne solely by such
Class and the bearing of expenses solely by a Class of Shares may be
appropriately reflected (in a manner determined by the Trustees) and cause
differences in the net asset value attributable to, and the dividend, redemption
and liquidation rights of, the Shares of different Classes. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Classes for all purposes.
(d) The establishment and designation of any Class of Shares shall be effective
upon the execution of a majority of the then Trustees of an instrument setting
forth such establishment and designation and the relative rights and preferences
of such Class, or as otherwise provided in such instrument. The Trustees may, by
an instrument executed by a majority of their number, abolish any Class and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall have the status of an amendment to this Declaration.
Article VI, Section 6.6:
Section 6.6. Redemption of Shareholder's Interest. The Trust shall have the
right at any time without prior notice to the shareholder to redeem Shares of
any shareholder for their then current net asset value per Share if at such time
the shareholder owns Shares having an aggregate net asset value of less than an
amount set from time to time by the Trustees subject to such terms and
conditions as the Trustees may approve, and subject to the Trust's giving
general notice to all shareholders of its intention to avail itself of such
right, either by publication in the Trust's registration statement, if any, or
by such other means as the Trustees may determine.
Article VII, Section 7.1:
Section 7.1. Net Asset Value. The value of the assets of the Trust or any Series
of the Trust shall be determined by appraisal of the securities of the Trust or
allocated to such Series, such appraisal to be on the basis of the amortized
cost of such securities in the case of money market securities, market value in
the case of other securities, or by such other method as shall be deemed to
reflect the fair value thereof, determined in good faith by or under the
direction of the Trustees. From the total value of said assets, there shall be
deducted all indebtedness, interest, taxes, payable or accrued, including
estimated taxes on unrealized book profits, expenses and management charges
accrued to the appraisal date, net income determined and declared as a
distribution and all other items in the nature of liabilities attributable to
the Trust or such Series or Class thereof which shall be deemed appropriate. The
net asset value of a Share shall be determined by dividing
2
<PAGE>
the net asset value of the Class, or, if no Class has been established, of the
Series, or, if no Series has been established, of the Trust, by the number of
Shares of that Class, or Series, or of the Trust, as applicable, outstanding.
The net asset value of Shares of the Trust or any Class or Series of the Trust
shall be determined pursuant to the procedure and methods prescribed or approved
by the Trustees in their discretion and as set forth in the most recent
Registration Statement of the Trust as filed with the Securities and Exchange
Commission pursuant to the requirements of the Securities Act of 1933, as
amended, the Investment Company Act of 1940, as amended, and the Rules
thereunder. The net asset value of the Shares shall be determined at least once
on each business day, as of the close of trading on the New York Stock Exchange
or as of such other time or times as the Trustees shall determine. The power and
duty to make the daily calculations may be delegated by the Trustees to the
Investment Adviser, the Custodian, the Transfer Agent or such other Person as
the Trustees may determine by resolution or by approving a contract which
delegates such duty to another Person. The Trustees may suspend the daily
determination of net asset value to the extent permitted by the 1940 Act.
This Certificate may be executed in several counterparts, each of which shall be
decreed an original, but all taken together shall constitute one certificate.
IN WITNESS WHEREOF, the undersigned have this day signed this Certificate.
DATE: December 11, 1990
/s/ Karl A. Deavers
-----------------------------------
Karl A. Deavers
/s/ Amey A. DeFriez
-----------------------------------
Amey A. DeFriez
/s/ Dawn-Marie Driscoll
-----------------------------------
Dawn-Marie Driscoll
/s/ Peter B. Freeman
-----------------------------------
Peter B. Freeman
/s/ David S. Lee
-----------------------------------
David S. Lee
/s/ George M. Lovejoy, Jr.
-----------------------------------
George M. Lovejoy, Jr.
/s/ Juris Padegs
-----------------------------------
Juris Padegs
3
BY-LAWS
OF
SCUDDER TAX FREE MONEY FUND
October 5, 1979
As Amended through December 19, 1979
<PAGE>
SCUDDER TAX FREE MONEY FUND
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1979
Assets
Cash $100,000
--------
Liabilities None
--------
Net Assets $100,000
========
Net asset value, offering price, and
redemption price per share ($100,000 /
100,000 shares outstanding) $ 1.00
========
NOTE: Costs incurred by the Trust in connection with its organization and
initial registration and public offering of shares, estimated at $115,000
will be amortized on a straight line basis over a five-year period
beginning at the commencement of operations of the Trust. Should the
initial shareholders of the Trust redeem any of the shares held by them as
of December 31, 1979 during such five-year period, there shall be deducted
from the redemption price payable to them, the then unamortized portion of
the organization expenses attributable to the redeemed shares.
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I - DEFINITIONS 1
ARTICLE II - OFFICES 1
Section 1. Principal Office 1
Section 2. Other Offices 1
ARTICLE III - SHAREHOLDERS 1
Section 1. Meetings 2
Section 2. Notice of Meetings 2
Section 3. Record Date for Meetings
and Other Purposes 2
Section 4. Proxies 3
Section 5. Inspection of Records 4
Section 6. Action without Meeting 4
ARTICLE IV. - TRUSTEES 4
Section 1. Meetings of the Trustees 4
Section 2. Quorum and Manner of Acting 5
ARTICLE V - COMMITTEES 6
Section 1. Executive and Other Committees 6
Section 2. Meeting, Quorum and Manner of Acting 6
ARTICLE VI - OFFICERS 7
Section 1. General Provisions 7
Section 2. Term of Office and Qualifications 7
Section 3. Removal 8
Section 4. Powers and Duties of the Chairman 8
Section 5. Powers and Duties of the President 8
Section 6. Powers and Duties of Vice Presidents 9
Section 7. Powers and Duties of the Treasurer 9
Section 8. Powers and Duties of the Secretary 9
Section 9. Powers and Duties of Assistant
Treasurers 10
Section 10. Powers and Duties of Assistant
Secretaries 10
Section 11. Compensation of Officers and Trustees
and Members of Advisory Board 10
ARTICLE VII - FISCAL YEAR 11
ARTICLE VIII - SEAL 11
ARTICLE IX - WAIVERS OF NOTICE 11
ARTICLE X - CUSTODY OF SECURITIES 12
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<PAGE>
TABLE OF CONTENTS (continued)
Page
Section 1. Employment of A Custodian 12
Section 2. Action Upon Termination of
Custodian Agreement 12
Section 3. Provisions of Custodian Contract 13
Section 4. Central Certificate System 13
Section 5. Acceptance of Receipts in Lieu of
Certificate 14
ARTICLE XI - AMENDMENTS 14
ARTICLE XII - MISCELLANEOUS 15
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<PAGE>
BY-LAWS
OF
SCUDDER TAX FREE MONEY FUND
ARTICLE I
DEFINITIONS
The terms "Commission", "Custodian", "Declaration", "Distributor",
"Investment Adviser", "Municipal Bonds", "1940 Act", "Shareholder", "Shares",
"Transfer Agent", "Trust", "Trust Property", "Trustees", and "vote of a majority
of the Shares outstanding and entitled to vote", have the respective meanings
given them in the Declaration of Trust of Scudder Tax Free Money Fund dated
October 5, 1979, as amended from time to time.
ARTICLE II
OFFICES
Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust in the Commonwealth of Massachusetts shall be in the City of
Boston, County of Suffolk.
Section 2. Other Offices. The Trust may have offices in such other places
without as well as within the Commonwealth as the Trustees may from time to time
determine.
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders shall be held as
provided in the Declaration at such place within or
<PAGE>
without the Commonwealth of Massachusetts as the Trustees shall designate. The
holders of a majority of outstanding Shares present in person or by proxy shall
constitute a quorum at any meeting of the Shareholders
Section 2. Notice of Meetings. Notice of all meetings of the Shareholders1
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Shareholder at his address as recorded on the register
of the Trust mailed at least (10) days and not more than sixty (60) days before
the meeting. Only the business stated in the notice of the meeting shall be
considered at such meeting. Any adjourned meeting may be held as adjourned
without further notice. No notice need be given to any Shareholder who shall
have failed to inform the Trust of his current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder or his attorney
thereunto authorized, is filed with the records of the meeting.
Section 3. Record Date for Meetings and Other Purposes. For the purpose of
determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
sixty (60) days prior to the date of any meeting of Shareholders or distribution
or other action as a record date for the determinations of the persons to be
treated
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<PAGE>
as Shareholders of record for such purposes, except for dividend payments which
shall be governed by the Declaration.
Section 4. Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Proxies may be solicited in the name of one or more Trustees or one or more of
the officers of the Trust. Only Shareholders of record shall be entitled to
vote. Each whole share shall be entitled to one vote as to any matter on which
it is entitled by the Declaration to vote, and each fractional Share shall be
entitled to a proportionate fractional vote. When any Share is held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Share A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise, and the
burden of proving invalidity shall rest on the challenger. If the holder of any
such share is a minor or a person of unsound mind, and subject to guardianship
or to the legal control of any other person as regards the charge or management
of such Share, he may
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<PAGE>
vote by his guardian or such other person appointed or having such control, and
such vote may be given in person or by proxy.
Section 5. Inspection of Records. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders of
a Massachusetts business corporation.
Section 6. Action wthout Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these By-Laws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. Such consents shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, or by any one
of the Trustees, at the time being in office. Notice of the time and place of
each meeting other than regular or stated meetings shall be given by the
Secretary or an Assistant Secretary or by the officer or Trustee calling the
meeting and shall be mailed
-4-
<PAGE>
to each Trustee at least two days before the meeting, or shall be telegraphed,
cabled, or wirelessed to each Trustee at his business address, or personally
delivered to him at least one day before the meeting. Such notice may, however,
be waived by any Trustee. Notice of a meeting need not be given to any Trustee
if a written waiver of notice, executed by him before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. A notice or waiver of notice need not specify the purpose of any meeting.
The Trustees may meet by means of a telephone conference circuit or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting which shall be deemed to have
been held at a place designated by the Trustees at the meeting. Participation in
a telephone conference meeting shall constitute presence in person at such
meeting. Any action required or permitted to be taken at any meeting of the
Trustees may be taken by the Trustees without a meeting if all the Trustees
consent to the action in writing and the written consents are filed with the
records of the Trustees' meetings. Such consents shall be treated as a vote for
all purposes.
Section 2. Quorum and Manner of Acting. A majority of the Trustees shall
be present in person at any regular or special meeting of the Trustees in order
to constitute a quorum for the transaction of business at such meeting and
(except as
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<PAGE>
otherwise required by law, the Declaration or these By-Laws) the act of a
majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.
ARTICLE V
COMMITTEES
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) to hold office at the pleasure
of the Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are in session, including the purchase
and sale of securities and the designation of securities to be delivered upon
redemption of Shares of the Trust, and such other powers of the Trustees as the
Trustees may, from time to time, delegate to them except those powers which by
law, the Declaration or these By-Laws they are prohibited from delegating. The
Trustees may also elect from their own number other Committees from time to
time, the number composing such committees, the powers conferred upon the same
(subject to the same limitations as with respect to the Executive Committee) and
the term of membership on such Committees to be determined by the Trustees. The
Trustees may designate a chairman of any such Committee. In the absence of such
designation the Committee may elect its own Chairman.
-6-
<PAGE>
Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committee (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meetings, and (5) authorize the members of a Committee to meet by
means of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the Office of the Trust.
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including a Chairman, one or more Vice Presidents, one
or more Assistant Secretaries, and one or more Assistant Treasurers. The
Trustees may delegate to any officer or committee the power to appoint any
subordinate officers or agents.
-7-
<PAGE>
Section 2. Term of Office and Qualifications. Except as otherwise provided
by law, the Declaration or these By-Laws, the President, the Treasurer and the
Secretary shall each hold office until his successor shall have been duly
elected and qualified, and all other officers shall hold office at the pleasure
of the Trustees. The Secretary and Treasurer may be the same person. A Vice
President and the Treasurer or a Vice President and the Secretary may be the
same person, but the offices of Vice President, Secretary and Treasurer shall
not be held by the same person. The President shall hold no other office. Except
as above provided, any two offices may be held by the same person. Any officer
may be but none need be a Trustee or Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer without cause, by a vote of a majority of the
Trustees then in office. Any officer or agent appointed by any officer or
committee may be removed with or without cause by such appointing officer or
committee.
Section 4. Powers and Duties of the Chairman. The Chairman, if there be
such an officer, shall be the senior officer of the Trust, preside at all
shareholders' meetings and at all meetings of the Trustees and shall be ex
officio a member of all committees of the Trustees. He shall have such other
powers and perform such other duties as may be assigned to him from time to time
by the Trustees.
Section 5. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof
-8-
<PAGE>
when he deems it necessary and shall preside at all meetings of the
Shareholders. Subject to the control of the Trustees and to the control of any
Committees of the Trustees, within their respective spheres, as provided by the
Trustees, he shall at all times exercise a general supervision and direction
over the affairs of the Trust. He shall have the power to employ attorneys and
counsel for the Trust and to employ such subordinate officers, agents, clerks
and employees as he may find necessary to transact the business of the Trust. He
shall also have the power to grant, issue, execute or sign such powers of
attorney, proxies or other documents as may be deemed advisable or necessary in
furtherance of the interests of the Trust. The President shall have such other
powers and duties, as from time to time may be conferred upon or assigned to him
by the Trustees.
Section 6. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.
Section 7. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. He shall deliver all
funds of the Trust which may come into his hands to such Custodian as the
Trustees may employ pursuant to Article X of these By-Laws. He shall render a
statement
-9-
<PAGE>
of condition of the finances of the Trust to the Trustees as often as they shall
require the same and he shall in general perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Trustees. The Treasurer shall give a bond for the faithful
discharge of his duties, if required so to do by the Trustees, in such sum and
with such surety or sureties as the Trustees shall require.
Section 8. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Trustees and of the Shareholder in proper
books provided for that purpose; he shall have custody of the seal of the Trust;
he shall have charge of the Share transfer books, lists and records unless the
same are in the charge of the Transfer Agent. He shall attend to the giving and
serving of all notices by the Trust in accordance with the provisions of these
By-Laws and as required by law; and subject to these By-Laws, he shall in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Trustees.
Section 9. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him by the Trustees. Each Assistant Treasurer shall
give a bond for the faithful discharge of his duties, if required so to do by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.
-10-
<PAGE>
Section 10. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.
Section 11. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Declaration, the
compensation of the officers and Trustees and members of the Advisory Board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that he is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of January in
each year and shall end on the thirty-first day of December in each year,
provided, however, that the Trustees may from time to time change the fiscal
year.
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<PAGE>
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been telegraphed, cabled or wirelessed for the purposes of these By-Laws when it
has been delivered to a representative of any telegraph, cable or wireless
company with instructions that it be telegraphed, cabled or wirelessed.
ARTICLE X
CUSTODY OF SECURITIES
Section 1 Employment of a Custodian. The Trust shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments included in the
Trust Property. The Custodian (and any sub-custodian) shall be a bank having not
less than $2,000,000 aggregate capital, surplus and undivided profits and
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<PAGE>
shall be appointed from time to time by the Trustees, who shall fix its
remuneration.
Section 2. Action Upon Termination of Custodian Agreement. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Trustees shall promptly appoint a successor custodian, but in the
event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Trustees shall call as promptly as
possible a special meeting of the Shareholders to determine whether the Trust
shall function without a custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding voting securities, the
Custodian shall deliver and pay over all Trust Property held by it as specified
in such vote.
Section 3. Provisions of Custodian Contract. The following provisions
shall apply to the employment of a Custodian and to any contract entered into
with the Custodian so employed:
The Trustees shall cause to be delivered to the Custodian all securities
included in the Trust Property or to which the Trust may become entitled,
and shall order the same to be delivered by the Custodian only in
completion of a sale, exchange, transfer, pledge, loan of portfolio
securities to another person, or other disposition thereof, all as the
Trustees may generally or from time to time require or approve or to a
successor Custodian; and the Trustees shall cause all funds included in
the Trust Property or to which it may become entitled to be paid to the
Custodian, and shall order the same disbursed only for investment against
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<PAGE>
delivery of the securities acquired, or the return of cash held as
collateral for loans of portfolio securities, or in payment of expenses,
including management compensation, and liabilities of the Trust, including
distributions to shareholders, or to a successor Custodian.
Section 4. Central Certificate System. Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees may direct the Custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust.
Section 5. Acceptance of Receipts in Lieu of Certificates. Subject to such
rules, regulations and orders as the Commission may adopt, the Trustees may
direct the Custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors
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<PAGE>
of the Federal Reserve System and the local Federal Reserve Banks in lieu of
receipt of certificates representing such securities.
ARTICLE XI
AMENDMENTS
These By-Laws, or any of them, may be altered, amended or repealed, or new
By-Laws may be adopted by (a) vote of a majority of the Shares outstanding and
entitled to vote or (b) by the Trustees, provided, however, that no By-Law may
be amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Declaration or these By-Laws, a vote of
the Shareholders or if such amendment, adoption or repeal changes or affects the
provisions of Sections 1, 2 and 3 of Article X or the provisions of this Article
XI, or of Article XII.
ARTICLE XII
MISCELLANEOUS
(A) Except as hereinafter provided, no officer or Trustees of the Trust
and no partner, officer, director or shareholder of the Investment Adviser of
the Trust (as that term is defined in the Investment Company Act of 1940) or of
the underwriter of the Trust, and no Investment Adviser or underwriter of the
Trust, shall take long or short positions in the securities issued by the Trust.
(1) The foregoing provisions shall not prevent the underwriter from
purchasing Shares from the Trust if such
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<PAGE>
purchases are limited (except for reasonable allowances for clerical
errors, delays and errors of transmission and cancellation of orders) to
purchases for the purpose of filling orders for such Shares received by
the underwriter, and provided that orders to purchase from the Trust are
entered with the Trust or the Custodian promptly upon receipt by the
underwriter of purchase orders for such Shares, unless the underwriter is
otherwise instructed by its customer.
(2) The foregoing provision shall not prevent the underwriter from
purchasing Shares of the Trust as agent for the account of the Trust.
(3) The foregoing provisions shall not prevent the purchase from the
Trust or from the underwriter of Shares issued by the Trust, by any
officer, or Trustee of the Trust or by any partner, officer, director or
shareholder of the Investment Adviser of the Trust or of the underwriter
of the Trust at the price available to the public generally at the moment
of such purchase, or as described in the then currently effective
Prospectus of the Trust.
(4) The foregoing shall not prevent the Investment Adviser, or any
affiliate thereof, of the Trust from purchasing Shares prior to the
effectiveness of the first registration statement relating to the Shares
under the Securities Act of 1933.
(B) The Trust shall not lend assets of the Trust to any officer or Trustee
of the Trust, or to any partner, officer, director or shareholder of, or person
financially interested in,
-16-
<PAGE>
the Investment Adviser of the Trust, or the underwriter of the Trust, or to the
Investment Adviser of the Trust or to the underwriter of the Trust.
(C) The Trust shall not impose any restrictions upon the transfer of the
Shares of the Trust except as provided in the Declaration, but this requirement
shall not prevent the charging of customary transfer agent fees.
(D) The Trust shall not permit any officer or Trustee of the Trust, or any
partner, officer or director of the Investment Adviser or underwriter of the
Trust to deal for or on behalf of the Trust with himself as principal or agent,
or with any partnership, association or corporation in which he has a financial
interest; provided that the foregoing provisions shall not prevent (a) officers
and Trustees of the Trust or partners, officers or directors of the Investment
Adviser or underwriter of the Trust from buying, holding or selling shares in
the Trust, or from being partners, officers or directors or otherwise
financially interested in the Investment Adviser or underwriter of the Trust;
(b) purchases or sales of securities or other property by the Trust from or to
an affiliated person or to the Investment Advisers or underwriters of the Trust
if such transaction is exempt from the applicable provisions of the 1940 Act;
(c) purchases of investments for the portfolio of the Trust or sales of
investments owned by the Trust through a security dealer who is, or one or more
of whose partners, shareholders, officers or directors is, an officer or Trustee
of the Trust, or a partner, officer
-17-
<PAGE>
or director of the Investment Adviser or underwriter of the Trust, if such
transactions are handled in the capacity of broker only and commissions charged
do not exceed customary brokerage charges for such services; (d) employment of
legal counsel, registrar, Transfer Agent, dividend disbursing agent or Custodian
who is, or has a partner, shareholder, officer, or director who is, an officer
or Trustee of the Trust, or a partner, officer or director of the Investment
Adviser or underwriter of the Trust, if only customary fees are charged for
services to the Trust; (e) sharing statistical research, legal and management
expenses and office hire and expenses with any other investment company in which
an officer or Trustee of the Trust, or a partner, officer or director of the
Investment Adviser or underwriter of the Trust, is an officer or director or
otherwise financially interested.
END OF BY-LAWS
-18-
Exhibit 2(b)(1)
SCUDDER CASH INVESTMENT TRUST
SCUDDER GNMA FUND
SCUDDER INCOME FUND
SCUDDER INVESTMENT TRUST
SCUDDER U.S. TREASURY MONEY FUND
SCUDDER CALIFORNIA TAX FREE TRUST
SCUDDER MUNICIPAL TRUST
SCUDDER STATE TAX FREE TRUST
SCUDDER TAX FREE MONEY FUND
SCUDDER TAX FREE TARGET FUND
On August 13, 1991, the Trustees of each of the aforementioned Funds
adopted the following resolution amending the By-Laws of each Fund:
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular
or stated meetings need not be given. Meetings of the Trustees other than
regular or stated meetings shall be held whenever called by the President,
or by any one of the Trustees, at the time being in office. Notice of the
time and place of each meeting other than regular or stated meetings shall
be given by the Secretary or an Assistant Secretary or by the officer or
Trustee calling the meeting and shall be mailed to each Trustee at least
two days before the meeting, or shall be telegraphed, cabled, or
wirelessed to each Trustee at his business address, or personally
delivered to him at least one day before the meeting. Such notice may,
however, be waived by any Trustee. Notice of a meeting need not be given
to any Trustee if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need
not specify the purpose of any meeting. Meetings can be held in
conjunction with investment companies having the same investment adviser
or an affiliated investment adviser. The Trustees may meet by means of a
telephone conference circuit or similar communications equipment;
participation by such means shall constitute presence in person at such
meeting and shall be deemed to have occurred at a place designated by the
Trustees at the meeting. Any action required or permitted to be taken at
any meeting of the Trustees may be taken by the Trustees without a meeting
if all the Trustees consent to the action in writing and the written
consents are filed with the records of the Trustees' meetings. Such
consents shall be treated as a vote for all purposes.
-1-
Exhibit 2(b)(2)
SCUDDER TAX FREE MONEY FUND
On December 10, 1991, the Trustees of the Scudder Tax Free Money Fund
adopted the following resolution amending the By-Laws of the Fund:
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular
or stated meetings need not be given. Meetings of the Trustees other than
regular or stated meetings shall be held whenever called by the President,
or by any one of the Trustees, at the time being in office. Notice of the
time and place of each meeting other than regular or stated meetings shall
be given by the Secretary or an Assistant Secretary or by the officer or
Trustee calling the meeting and shall be mailed to each Trustee at least
two days before the meeting, or delivered to him personally or transmitted
by telegraph, cable or other communication leaving a visual record at
least one day before the meeting. Such notice may, however, be waived by
any Trustee, Notice of a meeting need not be given to any Trustee if a
written waiver of notice, executed by him before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement the lack
of notice to him. A notice or waiver of notice need not specify the
purpose of any meeting. Meetings can be held in conjunction with
investment companies having the same investment adviser or an affiliated
investment adviser. The Trustees may meet by means of a telephone
conference circuit or similar communications equipment; participation by
such means shall constitute presence in person at such meeting and shall
be deemed to have occurred at a place designated by the Trustees at the
meeting. Any action required or permitted to be taken at any meeting of
the Trustees may be taken by the Trustees without a meeting if all the
Trustees consent to the action in writing and the written consents are
filed with the records of the Trustees' meetings. Such consents shall be
treated as a vote for all purposes.
Exhibit 4
CERTIFICATE FOR SHARES OF
BENEFICIAL INTEREST
$.01 PAR VALUE
SCUDDER TAX FREE MONEY FUND
ACCOUNT NO. ALPHA CO SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT CUSIP
SPECIMEN
is the registered holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST
$.01 PAR VALUE IN SCUDDER TAX FREE MONEY FUND
under, in accordance with and subject to all the provisions of, a Declaration of
Trust dated October 5, 1979, as amended, a copy of which has been filed with the
Secretary of the Commonwealth of Massachussets [ILLEGIBLE] every shareholder
agrees by the [ILLEGIBLE]
SHARE CERTIFICATE
This certificate is [ILLEGIBLE].
IN WITNESS WHEREOF, the Trustees under said Declaration of Trust, acting
not individually, but as such Trustees, have caused to be affixed to this
certificate the facsimile Seal of the Trust and the facsimile signature of a
duly authorized officer of the Trust, acting not individually but as such
officer.
Dated
/s/ David S. Lee
PRESIDENT
/s/ Edward J. [ILLEGIBLE]
TREASURER
[SEAL]
COUNTERSIGNED:
STATE STREET BANK AND TRUST COMPANY
(BOSTON)
BY TRANSFER AGENT
AUTHORIZED SIGNATURE
Exhibit 5
Scudder Tax Free Money Fund
175 Federal Street
Boston, Massachusetts 02110
December 12, 1990
Scudder, Stevens & Clark, Inc.
345 Park Avenue
New York, NY 10154
Investment Management Agreement
Dear Sirs:
Scudder Tax Free Money Fund (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an investment company.
The Trust has selected you to act as the sole investment manager of the
Trust and to provide certain other services, as more fully set forth below, and
you have indicated that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter set forth.
Accordingly, the Trust agrees with you as follows:
1. Delivery of Documents. The Trust engages in the business of investing
and reinvesting the assets of the Trust in the manner and in accordance with the
investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") included in the Trust's Registration Statement on Form N-1A, as
amended from time to time, (the "Registration Statement") filed by the Trust
under the Investment Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents referred to in the
preceding sentence have been furnished to you by the Trust. The Trust has also
furnished you with copies properly certified or authenticated of each of the
following additional documents related to the Trust:
(a) Declaration of Trust of the Trust dated December 8, 1987, as amended
to date (the "Declaration").
(b) By-Laws of the Trust as in effect on the date hereof (the
"By-Laws").
(c) Resolutions of the Trustees and the shareholders of the Trust
selecting you as investment manager and approving the form of this
Agreement.
The Trust will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Name of Trust. The Trust may use any name derived from the name
"Scudder, Stevens & Clark", if the Trust elects to do so, only for so long as
this Agreement, any other investment management agreement between you and the
Trust or any extension, renewal or amendment hereof or thereof remains in
effect, including any similar agreement with any organization which shall have
succeeded to your business as investment manager. At such time as such an
agreement shall no longer be in effect, the Trust shall (to the extent the Trust
has the legal power to cause it to be done) cease to use such a name or any
other name indicating that it is managed by or otherwise connected with you or
any organization which shall have so succeeded to your business.
3. Portfolio Management Services. As manager of the assets of the Trust,
you shall provide continuing investment management of the assets of the Trust in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable efforts to manage
the Trust so that it will qualify as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder. The Trust shall have
the benefit of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-range investment
policy generally available to your investment advisory clients. In managing the
Trust in accordance with the requirements set forth in this section 3, you shall
be entitled to receive and act upon advice of counsel to the Trust or counsel to
you. You shall also make available to the
<PAGE>
Trust promptly upon request all of the Trust's investment records and ledgers as
are necessary to assist the Trust to comply with the requirements of the 1940
Act and other applicable laws. To the extent required by law, you shall furnish
to regulatory authorities having the requisite authority any information or
reports in connection with the services provided pursuant to this Agreement
which may be requested in order to ascertain whether the operations of the Trust
are being conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Trust and place orders
with broker-dealers, foreign currency dealers, futures commission merchants or
others pursuant to your determinations and all in accordance with Trust policies
as expressed in the Registration Statement. You shall determine what portion of
the Trust's portfolio shall be invested in securities and other assets and what
portion, if any, should be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic reports on the
investment performance of the Trust and on the performance of your obligations
pursuant to this Agreement, and you shall supply such additional reports and
information as the Trust's officers or Board of Trustees shall reasonably
request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Trust such office space and facilities in the United States as the
Trust may require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Trust administrative services
necessary for operating as an open-end investment company and not provided by
persons not parties to this Agreement including, but not limited to, preparing
reports to and meeting materials for the Trust's Board of Trustees and reports
and notices to Trust shareholders; supervising, negotiating contractual
arrangements with, to the extent appropriate, and monitoring the performance of,
custodians, depositories, transfer and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Trust operations; preparing and
making filings with the Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but not limited to,
preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Trust's transfer agent; assisting in the preparation and filing of the Trust's
federal, state and local tax returns; preparing and filing the Trust's federal
excise tax return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the valuation of
portfolio securities, the calculation of net asset value and the calculation and
payment of distributions to Trust shareholders; monitoring the registration of
the Trust's shares of beneficial interest, par value $.01 per share, ("shares")
under applicable federal and state securities laws; maintaining or causing to be
maintained for the Trust all books, records and reports and any other
information required under the 1940 Act, to the extent that such books, records
and reports and other information are not maintained by the Trust's custodian or
other agents of the Trust; assisting in establishing the accounting policies of
the Trust; assisting in the resolution of accounting issues that may arise with
respect to the Trust's operations and consulting with the Trust's independent
accountants, legal counsel and the Trust's other agents as necessary in
connection therewith; establishing and monitoring the Trust's operating expense
budgets; reviewing the Trust's bills; processing the payment of bills that have
been approved by an authorized person; assisting the Trust in determining the
amount of dividends and distributions available to be paid by the Trust to its
shareholders, preparing and arranging for the printing of dividend notices to
shareholders, and providing the transfer and dividend paying agent and the
custodian with such information as is required for such parties to effect the
payment of dividends and distributions; and otherwise assisting the Trust as it
may reasonably request in the conduct of the Trust's business, subject to the
direction and control of the Trust's Board of Trustees. Nothing in this
Agreement shall be deemed to shift to you or to diminish the obligations of any
agent of the Trust or any other person not a party to this Agreement which is
obligated to provide services to the Trust.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Trust (including the Trust's
share of payroll taxes) who are affiliated persons of you, and you shall make
available, without expense to the Trust, the services of such of your directors,
officers and employees as may duly be elected officers of the Trust, subject to
their individual consent to serve and to any limitations imposed by law. You
shall provide at your expense the portfolio management services described in
section 3 hereof and the administrative services described in section 4 hereof.
You shall not be required to pay any expenses of the Trust other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
2
<PAGE>
except to the extent of the reasonable compensation of such of the Trust's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Trust: organization
expenses of the Trust (including out-of-pocket expenses, but not including your
overhead or employee costs); fees payable to you and to any other Trust advisors
or consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Trust's custodian
or other agents of the Trust; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Trust in connection with membership in investment company trade
organizations; fees and expenses of the Trust's custodians, subcustodians,
transfer agents, dividend disbursing agents and registrars; payment for
portfolio pricing or valuation services to pricing agents, accountants, bankers
and other specialists, if any; expenses of preparing share certificates and,
except as provided below in this section 5, other expenses in connection with
the issuance, offering, distribution, sale, redemption or repurchase of
securities issued by the Trust; expenses relating to investor and public
relations; expenses and fees of registering or qualifying Shares of the Trust
for sale; interest charges, bond premiums and other insurance expense; freight,
insurance and other charges in connection with the shipment of the Trust's
portfolio securities; the compensation and all expenses (specifically including
travel expenses relating to Trust business) of Trustees, officers and employees
of the Trust who are not affiliated persons of you; brokerage commissions or
other costs of acquiring or disposing of any portfolio securities of the Trust;
expenses of printing and distributing reports, notices and dividends to
shareholders; expenses of printing and mailing Prospectuses and SAIs of the
Trust and supplements thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Trust; costs of shareholders'
and other meetings; and travel expenses (or an appropriate portion thereof) of
Trustees and officers of the Trust who are directors, officers or employees of
you to the extent that such expenses relate to attendance at meetings of the
Board of Trustees of the Trust or any committees thereof or advisors thereto
held outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Trust if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Trust's Shares pursuant to an
underwriting agreement which provides that the underwriter shall assume some or
all of such expenses, or (ii) the Trust shall have adopted a plan in conformity
with Rule 12b-1 under the 1940 Act providing that the Trust (or some other
party) shall assumed some or all of such expenses. You shall be required to pay
such of the foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or are not
permitted to be paid by the Trust (or some other party) pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Trust shall pay you on the last day of each month the unpaid balance of a fee
equal to the excess of (a) 1/12 of .50 of 1% of the average daily net assets as
defined below of the Trust for such month; provided that, for any calendar month
during which the average of such values exceeds $500,000,000, the fee payable
for that month based on the portion of the average of such values in excess of
$500,000,000 shall be 1/12 of .48 of 1% of such portion over (b) the greater of
(i) the amount by which the Trust's expenses exceed the lowest applicable
expense limitation (as more fully described below) or (ii) any compensation
waived by you from time to time (as more fully described below). You shall be
entitled to receive during any month such interim payments of your fee hereunder
as you shall request, provided that no such payment shall exceed 75% of the
amount of your fee then accrued on the books of the Trust and unpaid.
The "average daily net assets" of the Trust shall mean the average of the
values placed on the Trust's net assets as of 4:00 p.m. (New York time) on each
day on which the net asset value of the Trust is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Trust lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of the Trust shall always be determined
pursuant to the applicable provisions of the Declaration and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 6, the value of the net
assets of the Trust as last determined shall be deemed to be the value of its
net assets as of 4:00 p.m. (New York time), or as of such other time as the
value of the net assets of the Trust's portfolio may be lawfully determined on
that day. If the Trust determines the value of the net assets of its portfolio
more than once on any day, then the last such determination thereof on that day
shall be deemed to be the sole determination thereof on that day for the
purposes of this section 6.
You agree that your gross compensation for any fiscal year shall not be
greater than an amount which, when added to the other expenses of the Trust,
shall cause the aggregate expenses of the Trust to equal the maximum expenses
under the lowest applicable expense limitation established pursuant to the
statutes or
3
<PAGE>
regulations of any jurisdiction in which the Shares of the Trust may be
qualified for offer and sale. Except to the extent that such amount has been
reflected in reduced payments to you, you shall refund to the Trust the amount
of any payment received in excess of the limitation pursuant to this Section 6
as promptly as practicable after the end of such fiscal year, provided that you
shall not be required to pay the Trust an amount greater than the fee paid to
you in respect of such year pursuant to this Agreement. As used in this section
6, "expenses" shall mean those expenses included in the applicable expense
limitation having the broadest specifications thereof, and "expense limitation"
means a limit on the maximum annual expenses which may be incurred by an
investment company determined (i) by multiplying a fixed percentage by the
average, or by multiplying more than one such percentage by different specified
amounts of the average, of the values of an investment company's net assets for
a fiscal year or (ii) by multiplying a fixed percentage by an investment
company's net investment income for a fiscal year. The words "lowest applicable
expense limitation" shall be construed to result in the largest reduction of
your compensation for any fiscal year of the Trust; provided, however, that
nothing in this Agreement shall limit your fees if not required by an applicable
statute or regulation referred to above in this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Trust's expenses, as if
such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Trust, neither you nor any of your directors, officers or
employees shall act as a principal or agent or receive any commission. You or
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for the Trust's account with
brokers or dealers selected by you in accordance with Trust policies as
expressed in the Registration Statement. If any occasion should arise in which
you give any advice to clients of yours concerning the Shares of the Trust, you
shall act solely as investment counsel for such clients and not in any way on
behalf of the Trust.
Your services to the Trust pursuant to this Agreement are not to be deemed
to be exclusive and it is understood that you may render investment advice,
management and services to others. In acting under this Agreement, you shall be
an independent contractor and not an agent of the Trust.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Trust agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Trust, or its shareholders to which you would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your obligations and duties
hereunder. Any person, even though also employed by you, who may be or become an
employee of and paid by the Trust shall be deemed, when acting within the scope
of his or her employment by the Trust, to be acting in such employment solely
for the Trust and not as your employee or agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1992, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval and (b) by
the Trustees of the Trust, or by the vote of a majority of the outstanding
voting securities of the Trust. The aforesaid requirement that continuance of
this Agreement be "specifically approved at least annually" shall be construed
in a manner consistent with the 1940 Act and the rules and regulations
thereunder.
This Agreement may be terminated with respect to the Trust at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Trust or by the Trust's Board of Trustees on 60 days'
written notice to you, or by you on 60 days' written notice to the Trust. This
Agreement shall terminate automatically in the event of its assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the parry against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved by the vote of a majority of the outstanding voting
securities of the Trust and by the Trust's Board of Trustees, including a
majority
4
<PAGE>
of the Trustees who are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting called for the purpose
of voting on such approval.
11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Scudder Tax Free
Money Fund" refers to the Trustees under the Declaration collectively as
trustees and not as individuals or personally, and that no shareholder, Trustee,
officer, employee or agent of the Trust, shall be subject to claims against or
obligations of the Trust to any extent whatsoever, but that the Trust estate
only shall be liable.
You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the
Trust pursuant to this Agreement shall be limited in all cases to the Trust and
its assets, and you shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Trust or any other series of the Trust,
or from any Trustee, officer, employee or agent of the Trust. You understand
that the rights and obligations of each series under the Declaration are
separate and distinct from those of any and all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
This Agreement shall not apply to the management of assets allocated to
any series of the Trust's shares hereafter established by the Trust's Board of
Trustees.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Trust to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Trust.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
Scudder Tax Free Money Fund
By /s/ [ILLEGIBLE]
-----------------------------
President
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER, STEVENS & CLARK, INC.
By /s/ [ILLEGIBLE]
-----------------------------
Managing Director
5
Exhibit 6
SCUDDER TAX FREE MONEY FUND
175 Federal Street
Boston, Massachusetts 02110
September 10, 1985
Scudder Fund Distributors, Inc.
175 Federal Street
Boston, Massachusetts 02110
Underwriting Agreement
Dear Sirs:
Scudder Tax Free Money Fund (hereinafter called the "Fund") is a business
trust organized under the laws of Massachusetts and is engaged in the business
of an investment company. The authorized capital of the Fund consists of shares
of beneficial interest, without par value ("Shares"), of one series. The Fund
has selected you to act as principal underwriter (as such term is defined in
Section 2(a)(29) of the Investment Company Act of 1940, as amended (the "1940
Act")) of the Shares and you are willing to act as such principal underwriter
and to perform the duties and functions of underwriter in the manner and on the
terms and conditions hereinafter set forth. Accordingly, the Fund hereby agrees
with you as follows:
1. Delivery of Documents. The Fund has furnished you with
copies properly certified or authenticated of each of the following:
(a) Declaration of Trust of the Fund, dated October 5. 1979,
as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof.
<PAGE>
(c) Resolutions of the Board of Trustees of the Fund selecting you as
principal underwriter and approving this form of Agreement.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
The Fund will furnish you promptly with properly certified or
authenticated copies of any registration statement filed by it with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
(the "1933 Act") or the 1940 Act, together with any financial statements and
exhibits included therein, and all amendments or supplements thereto hereafter
filed.
2. Registration and Sale of Additional Shares. The Fund will from time to
time use its best efforts to register under the 1933 Act such number of Shares
not already so registered as you may reasonably be expected to sell on behalf of
the Fund. You and the Fund will cooperate in taking such action as may be
necessary from time to time to qualify Shares so registered for sale by you or
the Fund in any states mutually agreeable to you and the Fund, and to maintain
such qualification. This Agreement relates to the issue and sale of Shares that
are duly authorized and registered and available for sale by the Fund, including
redeemed or repurchased Shares if and to the extent that they may be legally
sold and if, but only if, the Fund sees fit to sell them.
-2-
<PAGE>
3. Sale of Shares. Subject to the provisions of paragraphs 5 and 7 hereof
and to such minimum purchase requirements as may from time to time be currently
indicated in the Fund's prospectus or statement of additional information, you
are authorized to sell as agent on behalf of the Fund Shares authorized for
issue and registered under the 1933 Act. You may also purchase as principal
Shares for resale to the public. Such sales will be made by you on behalf of the
Fund by accepting unconditional orders to purchase Shares placed with you by
investors and such purchases will be made by you only after acceptance by you of
such orders. The sales price to the public of Shares shall be the public
offering price as defined in paragraph 6 hereof.
4. Solicitation of Orders. You will use your best efforts (but only in
states in which you may lawfully do so) to obtain from investors unconditional
orders for Shares authorized for issue by the Fund and registered under the 1933
Act, provided that you may in your discretion refuse to accept orders for Shares
from any particular applicant.
5. Sale of Shares by the Fund. Unless you are otherwise notified by the
Fund, any right granted to you to accept orders for Shares or to make sales on
behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares
issued in connection with the merger or consolidation of any other investment
company with the Fund or its acquisition, by purchase or otherwise, of all or
substantially all of the assets
-3-
<PAGE>
of any investment company or substantially all the outstanding shares of any
such company, and (ii) to Shares that may be offered by the Fund to shareholders
of the Fund by virtue of their being such shareholders.
6. Public Offering Price. All Shares sold to investors by you will be sold
at the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per Share, determined, in the manner
provided in the Fund's registration statements as from time to time in effect
under the 1933 Act and the 1940 Act, next after the order is accepted by you.
7. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Shares shall be accepted by you except unconditional orders placed with you
before you had knowledge of the suspension. In addition, the Fund reserves the
right to suspend sales and your authority to accept orders for Shares on behalf
of the Fund if, in the judgment of a majority of the Board of Trustees or a
majority of the Executive Committee of such Board, if such body exists, it is in
the best interests of the Fund to do so, such suspension to continue for such
period as may be determined by such majority; and in that event, no Shares will
be sold by you on behalf of the Fund while such suspension remains in effect
except for Shares necessary to cover unconditional orders accepted by you before
you had knowledge of the suspension.
-4-
<PAGE>
8. Portfolio Securities. Portfolio securities of the Fund may be bought or
sold by or through you and you may participate directly or indirectly in
brokerage commissions or "spread" in respect of transactions in portfolio
securities of the Fund; provided, however, that all sums of money received by
you as a result of such purchases and sales or as a result of such participation
must, after reimbursement of your actual expenses in connection with such
activity, be paid over by you to or for the benefit of the Fund.
9. Expenses. (a) The Fund will pay (or will enter into arrangements
providing that others than you will pay) all fees and expenses:
(1) in connection with the preparation, setting in type and filing of
any registration statement (including a prospectus and statement of
additional information) under the 1933 Act or the 1940 Act, or both,
and any amendments or supplements thereto that may be made from time
to time;
(2) in connection with the registration and qualification of Shares for
sale in the various jurisdictions in which the Fund shall determine
it advisable to qualify such Shares for sale (including registering
the Fund as a broker or dealer or any officer of the Fund or other
person as agent or salesman of the Fund in any such jurisdictions);
-5-
<PAGE>
(3) of preparing, setting in type, printing and mailing any notice,
proxy statement, report, prospectus or other communication to
shareholders of the Fund in their capacity as such;
(4) of preparing, setting in type, printing and mailing prospectuses
annually, and any supplements thereto, to existing shareholders;
(5) in connection with the issue and transfer of Shares resulting from
the acceptance by you of orders to purchase Shares placed with you
by investors, including the expenses of printing and mailing
confirmations of such purchase orders and the expenses of printing
and mailing a prospectus included with the confirmation of such
orders;
(6) of any issue taxes or any initial transfer taxes;
(7) of WATS (or equivalent) telephone lines other than the portion
allocated to you in this paragraph 9;
(8) of wiring funds in payment of Share purchases or in satisfaction of
redemption or repurchase requests, unless such expenses are paid for
by the investor or shareholder who initiates the transaction;
-6-
<PAGE>
(9) of the cost of printing and postage of business reply envelopes sent
to Fund shareholders;
(10) of one or more CRT terminals connected with the computer facilities
of the transfer agent other than the portion allocated to you in
this paragraph 9;
(11) permitted to be paid or assumed by the Fund pursuant to a plan
("12b-1 Plan"), if any, adopted by the Fund in conformity with the
requirements of Rule 12b-1 under the 1940 Act ("Rule 12b-1") or any
successor rule, notwithstanding any other provision to the contrary
herein;
(12) of the expense of setting in type, printing and postage of the
periodic newsletter to shareholders other than the portion allocated
to you in this paragraph 9; and
(13) of the salaries and overhead of persons employed by you as
shareholder representatives other than the portion allocated to you
in this paragraph 9.
(b) You shall pay or arrange for the payment of all fees and
expenses:
(1) of printing and distributing any prospectuses or reports prepared
for your
-7-
<PAGE>
use in connection with the offering of Shares to the public;
(2) of preparing, setting in type, printing and mailing any other
literature used by you in connection with the offering of Shares to
the public;
(3) of advertising in connection with the offering of Shares
to the public;
(4) incurred in connection with your registration as a broker or dealer
or the registration or qualification of your officers, directors,
agents or representatives under Federal and state laws;
(5) of that portion of WATS (or equivalent) telephone lines, allocated
to you on the basis of use by investors (but not shareholders) who
request information or prospectuses;
(6) of that portion of the expense of setting in type, printing and
postage of the periodic newsletter to shareholders attributable to
promotional material included in such newsletter at your request
concerning investment companies other than the Fund or concerning
the Fund to the extent you are required to assume the expense
thereof pursuant to para-
-8-
<PAGE>
graph 9(b)(8), except such material which is limited to information,
such as listings of other investment companies and their investment
objectives, given in connection with the exchange privilege as from
time to time described in the Fund's prospectus;
(7) of that portion of the salaries and overhead of persons employed by
you as shareholder representatives attributable to the time spent by
such persons in responding to requests from investors, but not
shareholders, for information about the Fund; and
(8) of any activity which is primarily intended to result in the sale of
Shares, unless a 12b-1 Plan shall be in effect which provides that
the Fund shall bear some or all of such expenses, in which case the
Fund shall bear such expenses in accordance with such Plan;
(9) of that portion of one or more CRT terminals connected with the
computer facilities of the transfer agent attributable to your use
of such terminal(s) to gain access to such of the transfer agent's
records as also serve as your records.
Expenses which are to be allocated between you and the Fund shall be
allocated pursuant to reasonable procedures or
-9-
<PAGE>
formulae mutually agreed upon from time to time, Which procedures or formulae
shall to the extent practicable reflect studies of relevant empirical data.
10. Conformity with Law. You agree that in selling Shares you will duly
conform in all respects with the laws of the United States and any state in
which Shares may be offered for sale by you pursuant to this Agreement and to
the rules and regulations of the National Association of Securities Dealers,
Inc., of which you are a member.
11. Independent Contractor. You shall be an independent contractor and
neither you nor any of your officers or employees is or shall be an employee of
the Fund in the performance of your duties hereunder. You shall be responsible
for your own conduct and the employment, control and conduct of your agents and
employees and for injury to such agents or employees or to others through your
agents or employees. You assume full responsibility for your agents and
employees under applicable statutes and agree to pay all employee taxes
thereunder.
12. Indemnification. You agree to indemnify and hold harmless the Fund and
each of its Trustees and officers and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act, against any and all losses,
claims, damages, liabilities or litigation (including legal and other expenses)
to which the Fund or such Trustees, officers, or controlling person may become
subject under such Act, under any other statute, at common law or otherwise,
arising out of
-10-
<PAGE>
the of Shares by any person which (i) may be acquisition based upon any wrongful
act by you or any of your employees or representatives, or (ii) may be based
upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement (including a prospectus or statement of
additional information) covering Shares or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement therein not
misleading if such statement or omission was made in reliance upon information
furnished to the Fund by you, or (iii) may be incurred or arise by reason of
your acting as the Fund's agent instead of purchasing and reselling Shares as
principal in distributing the Shares to the public, provided, however, that in
no case (i) is your indemnity in favor of a Trustee or officer or any other
person deemed to protect such Trustee or officer or other person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this Agreement or (ii) are you to be liable under your indemnity agreement
contained in this paragraph with respect to any claim made against the Fund or
any person indemnified unless the Fund or such person, as the case may be, shall
have notified you in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the
-11-
<PAGE>
claims shall have been served upon the Fund or upon such (or after the Fund or
such person shall have received notice of such service on any designated agent),
but failure to notify you of any such claim shall not relieve you from any
liability which you may have to the Fund or any person against whom such action
is brought otherwise than on account of your indemnity agreement contained in
this paragraph. You shall be entitled to participate, at your own expense, in
the defense, or, if you so elect, to assume the defense of any suit brought to
enforce any such liability, but if you elect to assume the defense, such defense
shall be conducted by counsel chosen by you and satisfactory to the Fund, to its
officers and Trustees, or to any controlling person or persons, defendant or
defendants in the suit. In the event that you elect to assume the defense of any
such suit and retain such counsel, the Fund, such officers and Trustees or
controlling person or persons, defendant or defendants in the suit shall bear
the fees and expenses of any additional counsel retained by them, but, in case
you do not elect to assume the defense of any such suit, you will reimburse the
Fund, such officers and Trustees or controlling person or persons, defendant or
defendants in such suit for the reasonable fees and expenses of any counsel
retained by them. You agree promptly to notify the Fund of the commencement of
any litigation or proceedings against it in connection with the issue and sale
of any of Shares.
-12-
<PAGE>
The Fund agrees to indemnify and hold harmless you and each of your
directors and officers and each person, if any, who controls you within the
meaning of Section 15 of the 1933 Act, against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
you or such directors, officers or controlling person may become subject under
such Act, under any other statute, at common law or otherwise, arising out of
the acquisition of any Shares by any person which (i) may be based upon any
wrongful act by the Fund or any of its employees or representatives, or (ii) may
be based upon any untrue statement or alleged untrue statement of a material
fact contained in a registration statement (including a prospectus or statement
of additional information) covering Shares or any amendment thereof or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in reliance upon
information furnished to you by the Fund; provided, however, that in no case (i)
is the Fund's indemnity in favor of a director or officer or any other person
deemed to protect such director or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties or
by reason of his reckless disregard of obligations and duties under this
Agreement or (ii) is the Fund to be liable under its indemnity
-13-
<PAGE>
agreement contained in this paragraph with respect to any claims made against
you or any such director, officer or controlling person unless you or such
director, officer or controlling person, as the case may be, shall have notified
the Fund in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon you or upon such director, officer or controlling person (or after
you or such director, officer or controlling person shall have received notice
of such service on any designated agent), but failure to notify the Fund of any
such claim shall not relieve it from any liability which it may have to the
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Fund will be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the Fund
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to you, your directors, officers or controlling persons
or persons, defendant or defendants in the suit. In the event that the Fund
elects to assume the defense of any such suit and retain such counsel, you, your
directors, officers or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel retained by
them, but, in case the Fund does not elect to assume the defense of any such
suit, it will
-14-
<PAGE>
reimburse you or such directors, officers or controlling person or persons.
defendant or defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any Shares.
13. Authorized Representations. The Fund is not authorized to give any
information or to make any representations on behalf of you other than the
information and representations contained in a registration statement (including
a prospectus or statement of additional information) covering Shares, as such
registration statement and prospectus may be amended or supplemented from time
to time.
You are not authorized to give any information or to make any
representations on behalf of the Fund or in connection with the sale of Shares
other than the information and representations contained in a registration
statement (including a prospectus or statement of additional information)
covering Shares, as such registration statement may be amended or supplemented
from time to time. No person other than you is authorized to act as principal
underwriter (as such term is defined in the 1940 Act) for the Fund.
14. Duration and Termination of this Agreement. This
Agreement shall become effective upon the date first written above and
will remain in effect for a period of two years from
-15-
<PAGE>
the date hereof and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees who are not interested persons of you or of the Fund, cast in
person at a meeting called for the purpose of voting on such approval, and by
vote of the Board of Trustees or of a majority of the outstanding voting
securities of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty, by the Board of
Trustees of the Fund, by a vote of a majority of the outstanding voting
securities of the Fund, or by you. This Agreement will automatically terminate
in the event of its assignment. In interpreting the provisions of this paragraph
14, the definitions contained in Section 2(a) of the 1940 Act (particularly the
definitions of "interested person", "assignment" and "majority of the
outstanding voting securities"), as modified by any applicable order of the
Securities and Exchange Commission, shall be applied.
15. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Fund should at any time deem it
necessary or advisable in the best interests of the Fund that any amendment of
this Agreement be made in order to comply with the recommendations or
requirements of the
-16-
<PAGE>
Securities and Exchange Commission or other governmental authority or to obtain
any advantage under state or federal tax laws and should notify you of the form
of such amendment, and the reasons therefor, and if you should decline to assent
to such amendment, the Fund may terminate this Agreement forthwith. If you
should at any time request that a change be made in the Fund's Declaration of
Trust or By-laws or in its methods of doing business, in order to comply with
any requirements of federal law or regulations of the Securities and Exchange
Commission or of a national securities association of which you are or may be a
member relating to the sale of shares of the Fund, and the Fund should not make
such necessary change within a reasonable time, you may terminate this Agreement
forthwith.
16. Termination of Prior Agreements. This Agreement upon its
effectiveness terminates and supersedes all prior underwriting contracts between
the parties.
17. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
The name "Scudder Tax Free Money Fund" is the designation of the Trustees
for the time being under a Declaration of Trust dated October 5, 1979, as
amended from time to time, and all
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<PAGE>
persons dealing with the Fund must look solely to the property of the Fund for
the enforcement of any claims against the Fund as neither the Trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the Fund.
If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Very truly yours,
SCUDDER TAX FREE MONEY FUND
BY: /s/ David S. Lee
-----------------------
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER FUND DISTRIBUTORS INC.
BY: /s/ [Illegible]
-----------------------
-18-
Exhibit 8(a)
CUSTODIAN CONTRACT
This Contract between Scudder Tax Free Money Fund, a Massachusetts
business trust created under a Declaration of Trust dated October 5, 1979, as
the same may be amended from time to time, (the "Declaration of Trust")
hereinafter called the "Fund", and State Street Bank and Trust Company,
hereinafter called the "Custodian",
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
I. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the Custodian of its assets
pursuant to the provisions of the Declaration of Trust. The Fund agrees to
deliver to the Custodian all securities and cash owned by it, and all payments
of income, payments of principal or capital distributions received by it with
respect to all securities owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares of beneficial
interest, without par value, ("Shares") of the Fund as may be issued or sold
from time to time. The Custodian shall not be responsible for any property of
the Fund held or received by the Fund and not delivered to the Custodian.
The Custodian may from time to time employ one or more subcustodians, but
only in accordance with an applicable vote by the Trustees of the Fund, and
provided that the Custodian shall have
<PAGE>
no more or less responsibility or liability to the Fund on account of any
actions or omissions of any sub-custodian so employed than any such
sub-custodian has to the Custodian.
II. Duties of the Custodian with Respect to Property of the Fund Held by the
Custodian
A. Holding Securities. The Custodian shall hold and physically segregate for
the account of the Fund all non-cash property, including all securities
owned by the Fund, other than securities which are maintained pursuant to
Section L of Article II in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S. Department of
the Treasury, collectively referred to herein as "Securities Systems".
B. Delivery of Securities. The Custodian shall release and deliver securities
owned by the Fund held by the Custodian or in a Securities System account
of the Custodian only upon receipt of proper instructions, which may be
continuing instructions when deemed appropriate by the parties, and only
in the following cases:
1) Upon sale of such securities for the account of the Fund and receipt
of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund.
3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section L hereof.
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<PAGE>
4) To the depository agent in connection with tender or other similar
offers for portfolio securities of the Fund.
5) To the Issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
6) To the Issuer thereof, or its agent, for transfer into the name of
the Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section K of Article II or into the name or nominee name
of any sub-custodian appointed pursuant to Article I; or for
exchange for a different number of bonds, certificates or other
evidence representing the same aggregate face amount or number of
units; provided that, in any such case, the new securities are to be
delivered to the Custodian;
7) To the broker selling the same for examination in accordance with
the "street delivery" custom; provided that the Custodian shall
adopt such procedures, as the Fund from time to time shall approve,
to ensure their prompt return to the Custodian by the broker in the
event the broker elects not to accept them;
-3-
<PAGE>
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the Issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or pursuant
to any deposit agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary
securities for definitive securities; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
the Custodian;
10) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund, which may be in the
form of cash or obligations issued by the United States government,
its agencies or instrumentalities;
11) For delivery as security in connection with any borrowings by the
Fund requiring a pledge of assets by the Fund, but only against
receipt of amounts borrowed;
-4-
<PAGE>
12) Upon receipt of instructions from the transfer agent for the Fund,
for delivery to such transfer agent or to holders of shares in
connection with distributions in kind, as may be described from time
to time in the Fund's currently effective prospectus, in
satisfaction of requests by holders of Shares for repurchase or
redemption; and
13) For any other proper corporate purposes, but only upon receipt of,
in addition to proper instructions, a certified copy of a resolution
of the Trustees or of the Executive Committee signed by an officer
of the Fund and certified by the Secretary or an Assistant
Secretary, specifying the securities to be delivered, setting forth
the purpose for which such delivery is to be made, declaring such
purposes to be proper corporate purposes, and naming the person or
persons to whom delivery of such securities shall be made.
C. Registration of Securities. Securities held by the Custodian (other than
bearer securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless the Fund has
authorized in writing the appointment of a nominee to be used in common
with other registered investment companies having the same investment
adviser as the Fund, or in the name or nominee
-5-
<PAGE>
name of any agent appointed pursuant to Section K of Article II or in the
name or nominee name of any sub-custodian appointed pursuant to Article I.
All securities accepted by the Custodian on behalf of the Fund under the
terms of this Contract shall be in "street" or other good delivery form.
D. Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the name of the Fund, subject only to draft or
order by the Custodian acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of the Fund, other than
cash maintained by the Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds
held by the Custodian for the Fund may be deposited by it to its credit as
Custodian in the Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company shall
be qualified to act as a custodian under the Investment Company Act of
1940 and that each such bank or trust company and the funds to be
deposited with each such bank or trust company shall be approved by vote
of a majority of the Trustees of the Fund. Such funds shall be deposited
by the Custodian in its capacity as Custodian and shall be withdrawable by
the Custodian only in that capacity.
-6-
<PAGE>
E. Payments for Shares. The Custodian shall receive from the distributor of
the Fund's Shares or from the transfer agent of the Fund ("the Transfer
Agent") and deposit into the Fund's account such payments as are received
for Shares of the Fund issued or sold from time to time by the Fund. The
Custodian will provide timely notification to the Fund and the Transfer
Agent of any receipt by it of payments for Shares of the Fund.
F. Investment and Availability of Federal Funds. Upon mutual agreement
between the Fund and the Custodian, the Custodian shall, upon the receipt
of proper instructions, which may be continuing instructions when deemed
appropriate by the parties,
1) invest in such instruments as may be set forth in such instructions
on the same day as received all federal funds received after a time
agreed upon between the Custodian and the Fund; and
2) make federal funds available to the Fund as of specified times
agreed upon from time to time by the Fund and the Custodian in the
amount of checks received in payment for Shares of the Fund which
are deposited into the Fund's account.
G. Collection of Income. The Custodian shall collect on a timely basis all
income and other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely basis all
income and other payments with respect to bearer securities if, on the
date of payment by
-7-
<PAGE>
the Issuer, such securities are held by the Custodian or agent thereof and
shall credit such income, as collected, to the Fund's custodian account.
Without limiting the generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other income items
requiring presentation as and when they become due and shall collect
interest when due on securities held hereunder.
H. Payment of Fund Moneys. Upon receipt of proper instructions, which may be
continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out moneys of the Fund in the following cases only:
1) Upon the purchase of securities for the account of the Fund but only
(a) against the delivery of such securities to the Custodian (or any
bank, banking firm or trust company doing business in the United
States or abroad which is qualified under the Investment Company Act
of 1940, as amended, to act as a custodian and has been designated
by the Custodian as its agent for this purpose) registered in the
name of the Fund or in the name of a nominee of the Custodian
referred to in Section C of Article II hereof or in proper form for
transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in
Section L of Article II hereof or (c) in the case of repurchase
agreements entered into between the Fund and the Custodian, or
another
-8-
<PAGE>
bank, (i) against delivery of the securities either in certificate
form or through an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii) against delivery
of the receipt evidencing purchase by the Fund of securities owned
by the Custodian or other bank along with written evidence of the
agreement by the Custodian or other bank to repurchase such
securities from the Fund;
2) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section B of Article II hereof;
3) For the redemption or repurchase of Shares issued by the Fund as set
forth in Section J of Article II hereof;
4) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account
of the Fund: interest, taxes, management, accounting, transfer agent
and legal fees, and operating expenses of the Fund whether or not
such expenses are to be in whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends declared pursuant to the governing
documents of the Fund;
6) For any other proper purposes, but only upon receipt of, in addition
to proper instructions, a certified copy of a resolution of the
Trustees or of the Executive Committee of the Fund signed by an
officer of
-9-
<PAGE>
the Fund and certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to whom such
payment is to be made.
I. Liability for Payment in Advance of Receipt of Securities Purchased. In
any and every case where payment for purchase of securities for the
account of the Fund is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Fund to so pay in advance, the Custodian shall be absolutely liable to
the Fund for such securities to the same extent as if the securities had
been received by the Custodian, except that in the case of repurchase
agreements entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to the account of
such bank prior to the receipt of written evidence that the securities
subject to such repurchase agreement have been transferred by book-entry
into a segregated non-proprietary account of the Custodian maintained with
the Federal Reserve Bank of Boston or of the safe-keeping receipt,
provided that such securities have in fact been so transferred by
book-entry.
J. Payments for Repurchases or Redemptions of Shares of the Fund. From such
funds as may be available for the purpose but subject to the limitations
of the Declaration of Trust and any
-10-
<PAGE>
applicable votes of the Trustees of the Fund pursuant thereto, the
Custodian shall, upon receipt of instructions from the Transfer Agent,
make funds available for payment to holders of Shares who have delivered
to the Transfer Agent a request for redemption or repurchase of their
Shares. In connection with the redemption or repurchase of Shares of the
Fund, the Custodian is authorized upon receipt of instructions from the
Transfer Agent to wire funds to or through a commercial bank designated by
the redeeming shareholders. In connection with the redemption or
repurchase of Shares of the Fund, the Custodian shall honor checks drawn
on the Custodian by a holder of Shares, which checks have been furnished
by the Fund to the holder of Shares, when presented to the Custodian in
accordance with such procedures and controls as are mutually agreed upon
from time to time between the Fund and the Custodian.
K. Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act of
1940, as amended, to act as a custodian, as its agent to carry out such of
the provisions of this Article II as the Custodian may from time to time
direct; provided, however, that the appointment of any agent shall not
relieve the Custodian of any of its responsibilities or liabilities
hereunder.
L. Deposit of Fund Assets in Securities Systems. The Custodian may deposit
and/or maintain securities owned by the Fund in
-11-
<PAGE>
a clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Securities Exchange Act of 1934, which acts as a
securities depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies, collectively
referred to herein as "Securities Systems" in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities of the Fund in a Securities System
provided that such securities are represented in an account
("Account") of the Custodian in the Securities System which shall
not include any assets of the Custodian other than assets held as a
fiduciary, custodian, or otherwise for customers.
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund.
3) The Custodian shall pay for securities purchased for the account of
the Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and transfer for
-12-
<PAGE>
the account of the Fund. The Custodian shall transfer securities
sold for the account of the Fund upon (i) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer and payment for
the account of the Fund. Copies of all advices from the Securities
System of transfers of securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by the Custodian and
be provided to the Fund at its request. The Custodian shall furnish
the Fund confirmation of each transfer to or from the account of the
Fund in the form of a written advice or notice and shall furnish to
the Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Fund on
the next business day.
4) The Custodian shall provide the Fund with any report obtained by the
Custodian on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the Securities System.
5) The Custodian shall have received the initial or annual certificate,
as the case may be, required by Article IX hereof.
-13-
<PAGE>
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from any failure of
the Custodian or any such agent to enforce effectively such rights
as it may have against the Securities System; at the election of the
Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the Securities System or
any other person which the Custodian may have as a consequence of
any such loss or damage if and to the extent that the Fund has not
been made whole for any such loss or damage.
M. Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to securities of the Fund held by it and in connection with
transfers of securities.
N. Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Fund or a nominee of
-14-
<PAGE>
the Fund, all proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to the Fund such
proxies, all proxy soliciting materials and all notices relating to such
securities.
0. Communications Relating to Fund Portfolio Securities. The Custodian shall
transmit promptly to the Fund all written information (including, without
limitation, pendency of calls and maturities of securities and expirations
of rights in connection therewith) received by the Custodian from issuers
of the securities being held for the Fund. With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer. If the Fund desires to take
action with respect to any tender offer, exchange offer or any other
similar transaction, the Fund shall notify the Custodian at least three
business days prior to the date on which the Custodian is to take such
action.
P. Proper Instructions. "Proper instructions" as used throughout this Article
II means a writing signed or initialled by one or more person or persons
as the Trustees shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved,
including a specific statement of the purpose for which such action is
requested. Oral instructions will be
-15-
<PAGE>
considered proper instructions if the Custodian reasonably believes them
to have been given by a person authorized to give such instructions with
respect to the transaction involved. The Fund shall cause all oral
instructions to be confirmed in writing. Upon receipt of a certificate of
the Secretary or an Assistant Secretary as to the authorization by the
Trustees of the Fund accompanied by a detailed description of procedures
approved by the Trustees, "proper instructions" may include communications
effected directly between electromechanical or electronic devices provided
that the Trustees and the Custodian are satisfied that such procedures
afford adequate safeguards for the Fund's assets.
Q. Actions Permitted without Express Authority. The Custodian may in its
discretion, without express authority from the Fund:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
contract, provided that all such payments shall be accounted for to
the Fund;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution,
-16-
<PAGE>
purchase, transfer and other dealings with the securities and
property of the Fund except as otherwise directed by the Trustees of
the Fund.
R. Evidence of Authority. The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other instrument or
paper believed by it to be genuine and to have been properly executed by
or on behalf of the Fund. The Custodian may receive and accept a certified
copy of a vote of the Trustees of the Fund as conclusive evidence (a) of
the authority of any person to act in accordance with such vote or (b) of
any determination or of any action by the Trustees pursuant to the
Declaration of Trust as described in such vote, and such vote may be
considered as in full force and effect until receipt by the Custodian of
written notice to the contrary.
III. Duties of Custodian with Respect to Books of Account and Calculation of
Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Trustees of the Fund to keep the books of
account of the Fund and/or compute the net asset value per share of the
outstanding shares of the Fund or, if directed in writing to do so by the Fund,
shall itself keep such books of account and/or compute such net asset value per
share. The Custodian shall also calculate daily the "net income" of the Fund as
defined in Article VII, Section 7.3 of the Declaration of Trust and shall advise
the Fund and the Transfer
-17-
<PAGE>
Agent daily of the total amounts of such net income and, if instructed in
writing by an officer of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various components.
The calculations of the net asset value per share and the daily income of the
Fund shall be made at the time or times described from time to time in the
Fund's currently effective prospectus.
IV. Records
The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Fund. All such records shall be the
property of the Fund and shall at all times during the regular business hours of
the Custodian be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the Securities and Exchange
Commission. The Custodian shall, at the Fund's request, supply the Fund with a
tabulation of securities owned by the Fund and held by the Custodian and shall,
when requested to do so by the Fund and for such compensation as shall be agreed
upon between the Fund and the Custodian, include certificate numbers in such
tabulations.
V. Opinion of Fund's Independent Accountant
The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable
-18-
<PAGE>
opinions from the Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Form N-1, and Form
N-1R or other annual reports to the Securities and Exchange Commission and with
respect to any other requirements of such Commission.
VI. Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian under this Contract;
such reports, which shall be of sufficient scope and in sufficient detail, as
may reasonably be required by the Fund, to provide reasonable assurance that any
material inadequacies would be disclosed, shall state in detail material
inadequacies disclosed by such examination, and, if there are no such
inadequacies, shall so state.
VII. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time between the
Fund and the Custodian.
VIII. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title
-19-
<PAGE>
thereto received by it or delivered by it pursuant to this Contract and shall be
held harmless in acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed by the
proper party or parties. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Fund for any action
taken or omitted by it in good faith without negligence. It shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for the Fund) on
all matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. Notwithstanding the foregoing, the
responsibility of the Custodian with respect to redemptions effected by check
shall be in accordance with a separate Agreement entered into between the
Custodian and the Fund.
If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.
IX. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement
-20-
<PAGE>
of the parties hereto and may be terminated by either party by an instrument in
writing delivered or mailed, postage prepaid to the other party, such
termination to take effect not sooner than thirty (30) days after the date of
such delivery or mailing; provided, however that the Custodian shall not act
under Section L of Article II hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Trustees of the
Fund have approved the initial use of a particular Securities System and the
receipt of an annual certificate of the Secretary or an Assistant Secretary that
the Trustees have reviewed the use by the Fund of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company Act of 1940, as
amended; provided further, however, that the Fund shall not amend or terminate
this Contract in contravention of any applicable federal or state regulations,
or any provision of the Declaration of Trust, and further provided, that the
Fund may at any time by action of its Trustees (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction
Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
-21-
<PAGE>
X. Successor Custodian
If a successor custodian shall be appointed by the Trustees of the Fund,
the Custodian shall, upon termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
securities then held by it hereunder.
If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Trustees of the
Fund, deliver at the office of the Custodian such securities, funds and other
properties in accordance with such vote.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Trustees shall have been delivered to the
Custodian on or before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank or trust company,
which is a "bank" as defined in the Investment Company Act of 1940, doing
business in Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last published report,
of not less than $25,000,000, all securities, funds and other properties held by
the Custodian and all instruments held by the Custodian relative thereto and all
other property held by it under this Contract. Thereafter, such bank or trust
company shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of
-22-
<PAGE>
termination hereof owing to failure of the Fund to procure the certified copy of
vote referred to or of the Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during such
period as the Custodian retains possession of such securities, funds and other
properties and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and effect.
XI. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Declaration of Trust of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Contract.
XII. Trustees
All references to actions of or by Trustees herein shall require action by
such Trustees acting as a board or formally constituted group and not
individually.
XIII. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
-23-
<PAGE>
The name "Scudder Tax Free Money Fund" is the designation of the Trustees
for the time being under a Declaration of Trust dated October 5, 1979, as
amended, and all persons dealing with the Trust must look solely to the Trust
property for the enforcement of any claims against the Trust as neither the
Trustees, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Trust.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 31st day of December, 1979.
SEAL SCUDDER TAX FREE MONEY FUND
By /s/ David S. Lee
------------------------
[Title] President
SEAL STATE STREET BANK AND TRUST COMPANY
By /s/ [Illegible]
------------------------
[Title] Vice President
-24-
Exhibit 8(b)(1)
AMENDMENT TO THE
CUSTODIAN CONTRACT
AGREEMENT made this 9th day of August 1988 by and between STATE STREET
BANK AND TRUST COMPANY ("Custodian") and SCUDDER TAX FREE MONEY FUND (the
"Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated December 31, 1979 (as amended to date, the "Contract") which governs the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the
Custodian Contract and mutually agree to the following:
Replace subsection 7) of Section II.B Delivery of Securities with the
following new subsection 7):
7) Upon the sale of such securities for the account of the Fund, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any
such case, the Custodian shall have no responsibility or liability
for any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Custodian's own negligence or willful misconduct;
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST SCUDDER TAX FREE MONEY FUND
/s/ [ILLEGIBLE] /s/ David S. Lee
- ------------------------------- ------------------------------
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
- ------------------------------- ------------------------------
Assistant Secretary Vice President
Exhibit 8(b)(2)
AMENDMENT TO THE CUSTODIAN CONTRACT
AGREEMENT made this 11th day of December, 1990 by and between STATE STREET
BANK AND TRUST COMPANY (the "Custodian") and SCUDDER TAX FREE MONEY FUND (the
"Fund").
WITNESSETH THAT:
WHEREAS, the Custodian and the Fund are parties to a Custodian Contract
dated December 31, 1979 (as amended to date, the "Contract") which governs the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund:
NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the
Custodian Contract and mutually agree to the following:
Insert as the final paragraph under Responsibility of Custodian:
If the Fund requires the Custodian to advance cash or securities for any
purpose or in the event that the Custodian or its nominee shall incur or
be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract, except
such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time
held for the account of the Fund shall be security therefor and should the
Fund fail to repay the Custodian promptly, the Custodian shall be entitled
to utilize available cash and to dispose of Fund assets to the extent
necessary to obtain reimbursement; provided, however, that (a) such
reimbursement shall only occur after written demand has been made upon the
Fund, and (b) the amount of each reimbursement shall not exceed any
applicable investment restriction of the Fund in effect at the time of
reimbursement, including the Fund's ability to pledge its assets (such
pledges currently being limited to 10% of gross assets).
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST: SCUDDER TAX FREE MONEY FUND
/s/ [ILLEGIBLE] /s/ David S. Lee
- ------------------------------- ------------------------------
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
- ------------------------------- ------------------------------
Exhibit 8(c)
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
SCUDDER, STEVENS & CLARK FUNDS
(See Attachment "A")
Effective October 1, 1986
- --------------------------------------------------------------------------------
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of
fund assets. Settle portfolio purchases and sales. Report buy and
sell fails. Determine and collect portfolio income. Make cash
disbursements and report cash transactions. Maintain investment
ledgers, provide selected portfolio transactions, position and
income reports. Maintain general ledger and capital stock accounts.
Prepare daily trial balance. Calculate net asset value daily.
Provide selected general ledger reports. Securities yield or market
value quotations will be provided to State Street by the fund.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average monthly net assets.
ANNUAL FEES PER PORTFOLIO
Custody, Portfolio
Fund Net Assets and Fund Accounting
--------------- -------------------
First $20 Million 1/ 10 of l%
Next $80 Million 1/ 25 of 1%
Excess 1/100 of l%
Minimum Monthly Charges As stated in attachment "A"
and $2,000 for all new funds
II. Portfolio Trades - For each line item processed
State Street Bank Repos $ 7.00
DTC or Fed Book Entry $12.00
New York Physical Settlements $25.00
All other trades $16.00
<PAGE>
[LOGO]State Street
III. Options
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
IV. Interest Rate Futures
Transactions -- no security movement $ 8.00
V. Coupon Bonds
Monitoring for calls and processing coupons --
for each coupon issue held -- monthly charge $ 5.00
VI. Holdings Charge
For each issue maintained -- monthly charge $ 5.00
VII. Principal Reduction Payments
Per paydown $ 3.00
VIII. Dividend Charges (For items held at the
Request of Traders over record date in
street form) $50.00
IX. Earnings Credit
A balance credit equal to 75% of the 90 day CD rate in effect the
last business day of each month will be applied to the Custodian
Demand Deposit Account balance of each fund, net of check redemption
service overdrafts, on a pro-rated basis against the fund's
custodian fee, excluding out-of-pocket expenses. The balance credit
will be cumulative and carried forward each month. Any excess credit
remaining at year-end (December 31) will not be carried forward.
<PAGE>
[LOGO]State Street
X. Automated Pricing
Monthly Base Fee $175.00*
Monthly Quote Charge -
- Municipal Bonds via Muller Data $ 21.00
- Municipal Bonds via Kenny Information
Systems $ 16.00
- Government, Corporate and Convertible
Bonds via Merrill Lynch $ 11.00
- Corporate and Government Bonds via
Muller Data $ 11.00
- Options, Futures and Private Placements $ 6.00
- Foreign Equities and Bonds via Extel Ltd. $ 6.00
- Listed Equities, OTC Equities, and Bonds $ 6.00
- Corporate, Municipal, Convertible and
Government Bonds, Adjustable Rate Preferred
Stocks via IDSI $ 6.00
For billing purposes, the monthly quote charge will be based on the
average number of positions in the portfolio.
XI. Special Services
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments
and the preparation of special reports will be subject to
negotiation. Fees for tax accounting/recordkeeping for options,
financial futures, and other special items will be negotiated
separately.
* Does not apply to Variable Life Series
<PAGE>
[s102 to come]
<PAGE>
[LOGO]State Street
ATTACHMENT "A"
Fund No. Fund Name Monthly Minimum
-------- --------- ---------------
7201 Scudder Income $1,000
7202 Scudder Growth & Income 1,000
7203 Scudder Capital Growth 1,000
7217 Scudder Government Mortgage Securities 2,000
7208 Scudder Cash Investment Trust 1,500
7209 Scudder Managed Muni Bond 1,500
7211 Scudder Government Money 1,500
7290 Scudder California Tax Free 1,500
7291 Scudder New York Tax Free 1,500
7241 Scudder Global 2,500
7232 Scudder Target General 1986 1,000
7233 Scudder Target General 1987 1,000
7234 Scudder Target General 1990 1,000
7240 Scudder Target General 1994 1,000
7237 Scudder Target Government 1986 1,000
7238 Scudder Target Government 1987 1,000
7239 Scudder Target Government 1990 1,000
7260 Scudder Tax Free Target 1987 1,000
7261 Scudder Tax Free Target 1990 1,000
7262 Scudder Tax Free Target 1993 1,000
7251 Scudder Tax Free Target 1996 1,000
7264 Scudder U.S. Government Zero Coupon 1990 1,000
7265 Scudder U.S. Government Zero Coupon 1995 1,000
7266 Scudder U.S. Government Zero Coupon 2000 1,000
7267 Scudder U.S. Government Zero Coupon 2005 1,000
7268 Scudder U.S. Government Zero Coupon 2010 1,000
7213 Scudder Variable Life Money Market 1,000
7214 Scudder Variable Life Equity 1,000
7215 Scudder Variable Life Diversified 1,000
7216 Scudder Variable Life Bond 1,000
7210 Scudder Tax Free Money Fund 1,500
7253 Scudder Variable Life Zero Coupon 1990 1,000
7254 Scudder Variable Life Zero Coupon 1995 1,000
7255 Scudder Variable Life Zero Coupon 2000 1,000
7256 Scudder Variable Life Zero Coupon 2005 1,000
7257 Scudder Variable Life Zero Coupon 2010 1,000
<PAGE>
ATTACHMENT "B"
to Custodian Fee Schedule
Dated October 1, 1986
Fund No. Fund Name Monthly Minimum
-------- --------- ---------------
7295 Scudder Equity Income $1,000
7292 Scudder High Yield Tax Free 1,500
7225 Scudder California Tax Free Money 1,500
7224 Scudder New York Tax Free Money 1,500
7206 Scudder Variable Life International 1,500
7223 Scudder Mass Tax Free 1,500
7226 Scudder Ohio Tax Free 1,500
7227 Scudder Penn Tax Free 1,500
SCUDDER, STEVENS & CLARK FUNDS STATE STREET BANK & TRUST CO.
By /s/ David S. Lee By /s/ [ILLEGIBLE]
-------------------------- -------------------------
Title President Title Vice President
Date June 26, 1987 Date 4/8/88
Exhibit 8(d)
SUBCUSTODIAN AGREEMENT
Between
STATE STREET BANK AND TRUST COMPANY
and
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
<PAGE>
SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") for the investment company
identified below (the "Fund") hereby appoints on the following terms and
conditions Morgan Guaranty Trust Company of New York as subcustodian (the
"Subcustodian") for it and the Subcustodian hereby accepts such appointment on
the following terms and conditions as of the date set forth below.
1. Qualification. The Custodian and the Subcustodian each represent to the
other and to the Fund that it is a bank qualified to act as a custodian for a
registered investment company under the Investment Company Act of 1940, as
amended (the "1940 Act").
2. Subcustody. The Subcustodian agrees to hold in a separate account,
segregated at all times from all other accounts maintained by the Subcustodian,
all securities and rights thereto of the Fund ("Fund Securities") deposited from
time to time by the Custodian with the Subcustodian. The Subcustodian will
accept, hold or dispose of and take such other actions with respect to Fund
Securities in addition to those specified in Section 3 in accordance with the
Instructions of the Custodian given in the manner set forth in Section 4.
Registered Fund Securities may be held in the name of the Subcustodian's
nominee.
<PAGE>
3. Subcustodian's Acts Without Instructions. Except as otherwise
instructed pursuant to Section 4, the Subcustodian will (i) present all Fund
Securities requiring presentation for any payment thereon, (ii) distribute to
the Custodian cash received thereupon, (iii) collect and distribute to the
Custodian interest and any dividends and distributions on Fund Securities, (iv)
execute any necessary declarations or certificates of ownership under any tax
law now or hereafter in effect, (v) forward to the Custodian all confirmations,
notices, proxies or proxy soliciting materials relating to the Fund Securities
received by it (and the Custodian agrees to forward same to the Fund), (vi)
report to the Custodian any missed payment or other default upon any Fund
Securities known to it as Subcustodian hereunder and (vii) make no free delivery
of Fund Securities to anyone other than the Custodian. Promptly after the
Subcustodian is furnished with any report of its independent public accountants
on an examination of its internal accounting controls and procedures for
safeguarding securities held in its custody for the account of others, the
Subcustodian will furnish a copy thereof to the Custodian. Payment by the
Subcustodian for Fund Securities nay be made only against receipt of such
securities.
4. Instructions, Other Communications. Any officer of the Custodian
designated from time to time by letter to the Subcustodian, signed by the
President or any Vice President and any Assistant Vice President, Assistant
Secretary or Assistant Treasurer of the Custodian, as an officer of the
Custodian
2
<PAGE>
authorized to give Instructions to the Subcustodian with respect to Fund
Securities (an "Authorized Officer") shall be authorized to instruct the
Subcustodian as to the acceptance, holding, voting, presentation, disposition or
any other action with respect to Fund Securities from time to time by telephone
(if recorded) or in writing signed by such Authorized Officer and delivered by
hand, mail, telecopier, tested telex, tested computer printout or such other
reasonable method as the Custodian and Subcustodian shall agree is designed to
prevent unauthorized officer's instructions. The Subcustodian will promptly
transmit to the Custodian all receipts, confirmations or other transactional
evidence received by it in respect of Fund Securities as to which the
Subcustodian has received any Instructions. Instructions to the Subcustodian
shall be given to Morgan Guaranty Trust Company of New York, 15 Broad Street
(16th Floor), New York, New York 10015, Attention: Corporate Trust and
Securities Department; Phone (212) 483-4140. Communications to the Custodian and
the Fund shall be made at the addresses set forth below.
5. The Subcustodian. The Subcustodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement and shall not
be liable for any action taken or omitted to be taken if done without negligence
or willful misconduct. The Subcustodian will indemnify, defend and save harmless
the Custodian for any loss or liability incurred by the Custodian arising out of
or in connection with the Subcustodian's negligence or willful misconduct.
3
<PAGE>
6. The Fund. The name Scudder Tax Free Money Fund is the designation of
the Trustees of the Fund for the time being under a Declaration of Trust dated
October 5, 1979, as amended, and all persons dealing with the Fund must look
solely to the Fund property for the enforcement of any claims against the Fund,
as neither the Trustees, officers, agents or shareholders assume any personal
liability or obligations entered into on behalf of the Fund.
7. Miscellaneous. This Agreement (i) shall be governed by and construed in
accordance with the laws of the State of New York, (ii) may be executed in
counterparts each of which shall be deemed an original but all of which shall
constitute the same instrument, (iii) may be amended by the parties hereto in
writing and (iv) may be terminated by either party hereto upon 10 days' written
notice to the other (and the Subcustodian shall cause any Fund Securities held
by it upon such termination to be made available to the Custodian or its order).
4
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth below.
Dated: November 25, 1985 STATE STREET BANK AND TRUST COMPANY
BY: /s/ [ILLEGIBLE]
------------------------------
Vice President
P.O. Box 351, Mutual Funds
Boston, Massachusetts 02101
As Custodian for SCUDDER TAX FREE
MONEY FUND
175 Federal Street
Boston, Massachusetts 02110
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
BY: /s/ [ILLEGIBLE]
------------------------------
Title: WILLIAM H. [ILLEGIBLE]
Vice President
5
Exhibit 8(e)
Scudder Tax Free Money Fund
SUBCUSTODIAN AGREEMENT
between
IRVING TRUST COMPANY
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
Sub-Custodian Agreement
State Street Bank and Trust Company, a Massachusetts trust company, having
its principal place of business at 225 Franklin Street, Boston, Massachusetts,
02110 (hereinafter called the "Custodian"), hereby appoints Irving Trust
Company, a New York banking corporation, having its principal place of business
at One Wall Street, New York, New York 10015, (hereinafter called the
"Sub-Custodian") to serve as Sub-Custodian and to hold such securities as the
Custodian may designate on behalf of and upon the instructions of the
appropriate entity listed on Exhibit A attached hereto (each a "Fund" and
collectively, the "Funds") for which the Custodian is custodian, subject to the
terms and conditions set forth herein.
1. Representation by Sub-Custodian.
The Sub-Custodian hereby represents that it is qualified to act as
custodian for a registered investment company under the Investment Company Act
of 1940, as amended, and that it has aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than $25,000,000.
2. Custodian Services.
The Sub-Custodian shall hold in an account in the name of the Custodian,
as custodian for the Funds, securities registered in the name of the
Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such
securities shall be designated by
<PAGE>
the Custodian upon instructions of the appropriate Fund and shall consist of
bonds of any issue that (a) are tax exempt, (b) incorporate a daily adjustable
interest rate that is convertible to interest rates determinable on a variable
or a fixed rate basis, (c) entitle the owners of such securities to have such
securities purchased on on a daily basis or at certain other specified times and
(d) require the services of a custodian to establish a book-entry system similar
to that set forth in the Relevant Master Custody Agreement (as hereinafter
defined in paragraph 13 hereof). Such securities may be commingled with other
securities of the same issue or with other securities held in a fiduciary or
custodial capacity but shall be physically segregated from all securities held
in the Sub-Custodian's individual capacity or for its account. Subject to
paragraph 13 hereof, the Sub-Custodian shall release and deliver such securities
only upon receipt of instructions from the Custodian.
The Sub-Custodian shall collect on a timely basis, and credit to each
Fund's Sub-Custodial account, all income and other payments with respect to
securities held under this Agreement to which such Fund is entitled by law and
shall notify the Custodian of any income or other payments that are not
collected within a reasonable time after they become payable. Payments of income
are to be made by wire advice to the account of each Fund so specified on
Exhibit A.
The Sub-Custodian shall at no time supervise the investment of, or advise
or make any recommendations for the sale, purchase or other disposition of
securities held under this Agreement.
-2-
<PAGE>
All purchase and sale transactions shall be carried out by the Sub-Custodian
only as the Custodian may instruct pursuant to paragraph 3 hereof.
3. Instructions.
Subject to paragraph 13 hereof, instructions furnished by the Custodian to
the Sub-Custodian with respect to securities held by the Sub-Custodian under
this Agreement shall be signed by such officer or officers of the Custodian as
are authorized from time to time by the Custodian; provided, however, that the
Sub-Custodian is authorized to accept and act upon orders from the Custodian,
whether given orally, by telephone or otherwise, which the Sub-Custodian
reasonably believes to be given by an authorized person. The Custodian shall
confirm such orders in writing. The Sub-Custodian shall use the same care with
respect to the receiving, safekeeping, handling and delivering of securities
held under this Agreement as it uses in respect of its own similar securities,
but it need not maintain any special insurance for the benefit of the Custodian
or the Funds. The Sub-Custodian shall not be liable for any action taken or
thing done by it in carrying out the terms and provisions of this Agreement or
the Relevant Master Custody Agreement if done in good faith and without
negligence or misconduct on the Sub-Custodian's part. The Custodian shall not be
liable for any action taken or thing done by it in carrying out the terms and
provisions of this Agreement if done in good faith and without negligence or
misconduct on the Custodian's part. The
-3-
<PAGE>
Sub-Custodian shall have no authority to select any broker or similar agent used
to effect the purchase and sale of securities.
4. Ownership Certificates for Tax Purposes and Indemnification.
The Sub-Custodian shall execute, as Custodian (as defined in Section 13
hereof), any necessary declarations or certificates of ownership required under
any tax law now or hereafter in effect.
The Custodian agrees to indemnify the Sub-Custodian against, and hold it
harmless from, any liabilities, and any related out-of-pocket expenses, which it
may incur in connection with this Agreement, other than any liabilities and
expenses arising out of the Sub-Custodian's bad faith, wilful misconduct or
negligence. The Sub-Custodian agrees to indemnify the Custodian against, and to
hold it harmless from, any liabilities, and any related out-of-pocket expenses,
which it may incur in connection with this Agreement which arise out of the
Sub-Custodian's bad faith, negligence or wilful misconduct. The indemnification
provided hereunder by the Custodian and the Sub-Custodian shall not extend to
any special or consequential damages arising out of the performance of this
Agreement.
At the election of the Custodian, it shall be entitled to be subrogated to
the rights of the Sub-Custodian with respect to any claim against any person the
Sub-Custodian may have as a consequence of any such loss, expense or damage, if,
and to the extent the Custodian has not been made whole for any such loss,
expense or damage.
-4-
<PAGE>
5. Reports by Sub-Custodian's Independent Public Accountants.
The Sub-Custodian shall provide the Custodian, upon request, with any
quarterly or annual reports prepared in the normal course of business of the
Sub-Custodian by the Sub-Custodian's independent public accountants on the
accounting system, internal accounting controls and procedures for safeguarding
securities relating to the services provided by the Sub-Custodian under this
Agreement.
6. Access to Records.
The Sub-Custodian will not refuse any reasonable request for inspection
and audit on its books and records by an agent of a Fund or Custodian.
7. Cooperation.
The Sub-Custodian shall cooperate with each Fund and Custodian and their
respective independent public accountants in connection with annual and other
audits of the books and records of Custodian or the Fund.
8. Compensation of Sub-Custodian.
The Sub-Custodian shall be entitled to reasonable compensation for its
services and expenses as Sub-Custodian, as agreed upon in writing from time to
time by and between the Sub-Custodian and the Custodian.
-5-
<PAGE>
9. Effective Period, Termination and Amendment.
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto, and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that the Agreement shall not be amended or terminated in contravention
of any applicable federal or state regulations, or any provision of the
custodial agreements entered into between the Custodian and the separate Funds,
and further, provided that the Custodian may immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Sub-Custodian by the Federal Deposit Insurance Corporation or upon the happening
of a like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of this Agreement, the Sub-Custodian shall promptly
deliver to the Custodian in person or by registered mail all property then held
by the Sub-Custodian under this Agreement.
10. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Sub-Custodian and
the Custodian may from time to time agree in writing on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be
-6-
<PAGE>
consistent with the general tenor of this Agreement, which can be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal [ILLEGIBLE] state regulations or any provision
of the custodian agreement entered into between the Custodian and the separate
Funds. [ILLEGIBLE] interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of the Agreement.
11. New York Law to Apply.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
12. Communications Received by the Sub-Custodian.
The Sub-Custodian shall promptly transmit to the Custodian all
communications it receives concerning the securities it [ILLEGIBLE] under this
Agreement and shall furnish statements of account [ILLEGIBLE] such manner and
frequency as the Sub-Custodian and the Custodian shall agree.
All communications required or permitted to be given [ILLEGIBLE] this
Agreement shall be in writing (including telex or telegram unless expressly
provided otherwise, and addressed as follows:
(a) If to the Sub-Custodian: Irving Trust Company
One Wall Street
New York, New York 1001[ILLEGIBLE]
Attn: Corporate Trust D[ILLEGIBLE]
-7-
<PAGE>
(b) If to the Custodian: State Street Bank & Trust Company
Mutual Fund Services
P.O. Box 1713
Boston, MA 02105
Attention:
13. Acknowledgement and Consent to Relevant Master Custody Agreement.
The Custodian acknowledges that each of the entities named on Exhibit B
hereto (as such Exhibit may be amended from time to time by notice from the
Sub-Custodian to the Custodian) has been appointed remarketing agent (each a
"Remarketing Agent") for certain series of securities held in custody pursuant
to this Agreement and that such Remarketing Agent and Irving Trust Company, as
custodian, (the "Master Custodian") have entered into a Master Custody Agreement
identified in such Exhibit as such Master Custody Agreement may be amended or
supplemented from time to time (each, a "Relevant Master Custody Agreement") for
the benefit of the owners of such series of securities held in custody pursuant
to this Agreement to promote the transfer of such series of securities
remarketed by such Remarketing Agent through a book-entry system maintained by
the Master Custodian. The Sub-Custodian will provide, upon request of the
Custodian, copies of each Relevant Master Custody Agreement for each series of
securities held in custody hereunder. The Custodian consents in all respects to
be bound by the terms thereof and to the extent that there is a conflict between
the terms of the Relevant Master Custody Agreement and this Agreement, the terms
of this Agreement shall govern:
-8-
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed this 30th day of November, 1987.
ATTEST: IRVING TRUST COMPANY
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
- -------------------------------- ---------------------------------------
Title:
ATTEST: STATE STREET BANK AND TRUST C0MPANY
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
- -------------------------------- ---------------------------------------
Assistant Secretary Vice President
-9-
Exhibit 8(f)
Scudder Tax Free Money Fund
SUBCUSTODIAN AGREEMENT
between
CHEMICAL BANK
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
Sub-Custodian Agreement
State Street Bank and Trust Company, a Massachusetts trust company, having
its principal place of business at 225 Franklin Street, Boston, Massachusetts,
02110 (hereinafter called the "Custodian"), hereby appoints Chemical Bank, a New
York banking corporation, having its principal place of business at 277 Park
Avenue, New York, New York 10172, (hereinafter called the "Sub-Custodian") to
serve as Sub-Custodian and to hold such securities as the Custodian may
designate on behalf of and upon the instructions of the appropriate entity
listed on Exhibit A attached hereto (each a "Fund" and collectively, the
"Funds") for which the Custodian is custodian, subject to the terms and
conditions set forth herein.
1. Representation by Sub-Custodian.
The Sub-Custodian hereby represents that it is qualified to act as
custodian for a registered investment company under the Investment Company Act
of 1940, as amended, and that it has aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than $25,000,000.
2. Custodian Services.
The Sub-Custodian shall hold in an account in the name of the Custodian,
as custodian for the Funds, securities registered in the name of the
Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such
securities shall be designated by
<PAGE>
the Custodian upon instructions of the appropriate Fund and shall consist of
bonds or notes of any issue that (a) are tax exempt, (b) incorporate an
adjustable interest rate that is convertible to interest rates determinable on a
variable or a fixed rate basis, (c) entitle the owners of such securities to
have such securities purchased at specified times and (d) require the services
of a custodian to establish a book-entry system similar to that set forth in the
Relevant Master Custody Agreement (as hereinafter defined in paragraph 13
hereof). Such securities may be commingled with other securities of the same
issue or with other securities held in a fiduciary or custodial capacity but
shall be physically segregated from all securities held in the Sub-Custodian's
individual capacity or for its account. Subject to paragraph 13 hereof, the
Sub-Custodian shall release and deliver such securities only upon receipt of
instructions from the Custodian.
The Sub-Custodian shall collect on a timely basis, and credit to each
Fund's Sub-Custodial account, all income and other payments with respect to
securities held under this Agreement to which such Fund is entitled as owner of
the securities and shall notify the Custodian of any income or other payments
that are not collected within a reasonable time after they become payable.
Payments of income are to be made by wire advice to the account of each Fund so
specified on Exhibit A.
The Sub-Custodian shall at no time supervise the investment of, or advise
or make any recommendations for the sale, purchase or other disposition of
securities held under this Agreement.
-2-
<PAGE>
All purchase and sale transactions shall be carried out by the Sub-Custodian
only as the Custodian may instruct pursuant to paragraph 3 hereof.
3. Instructions.
Subject to paragraph 13 hereof, instructions furnished by the Custodian to
the Sub-Custodian with respect to securities held by the Sub-Custodian under
this Agreement shall be signed by such officer or officers of the Custodian as
are authorized from time to time by the Custodian; provided, however, that the
Sub-Custodian is authorized to accept and act upon orders from the Custodian,
whether given orally, by telephone or otherwise which the Sub-Custodian
reasonably believes to be given by an authorized person. The Custodian shall
confirm such orders in writing. The Sub-Custodian shall use the same care with
respect to the receiving, safekeeping, handling and delivering of securities
held under this Agreement as it uses in respect of own similar securities, but
it need not maintain any special insurance for the benefit of the Custodian or
the Funds. The Sub-Custodian shall not be liable for any action taken or thing
done by it in carrying out the terms and provisions of this Agreement or the
Relevant Master Custody Agreement if done in good faith and without negligence
or misconduct on the Sub-Custodian's part. The Custodian shall not be liable for
any action taken or thing done by it in carrying out the terms and provisions of
this Agreement if done in good faith and without negligence or misconduct on the
Custodian's part. The
-3-
<PAGE>
Sub-Custodian shall have no authority to select any broker or similar agent used
to effect the purchase and sale of securities.
4. Ownership Certificates for Tax Purposes and Indemnification.
The Sub-Custodian shall execute, as Custodian (as defined in Section 13
hereof), any necessary declarations or certificates of ownership required under
any tax law now or hereafter in effect.
The Custodian agrees to indemnify the Sub-Custodian against, and hold it
harmless from, any liabilities, and any related out-of-pocket expenses, which it
may incur in connection with this Agreement, other than any liabilities and
expenses arising out of the Sub-Custodian's bad faith, wilful misconduct or
negligence. The Sub-Custodian agrees to indemnify the Custodian against, and to
hold it harmless from, any liabilities, and any related out-of-pocket expenses,
which it may incur in connection with this Agreement which arise out of the
Sub-Custodian's bad faith, negligence or wilful misconduct. The indemnification
provided hereunder by the Custodian and the Sub-Custodian shall not extend to
any special or consequential damages arising out of the performance of this
Agreement.
At the election of the Custodian, it shall be entitled to be subrogated to
the rights of the Sub-Custodian with respect to any claim against any person the
Sub-Custodian may have as a consequence of any such loss, expense or damage, if,
and to the extent the Custodian has not been made whole for any such loss,
expense or damage.
-4-
<PAGE>
5. Reports by Sub-Custodian's Independent Public Accountants.
The Sub-Custodian shall provide the Custodian, upon request with any
quarterly or annual reports prepared in the normal course of business of the
Sub-Custodian by the Sub-Custodian's independent public accountants on the
accounting system, internal accounting controls and procedures for safeguarding
securities relating to the services provided by the Sub-Custodian under
Agreement.
6. Access to Records.
The Sub-Custodian will not refuse any reasonable request inspection and
audit on its books and records by an agent of Fund or Custodian.
7. Cooperation.
The Sub-Custodian shall cooperate with each Fund and Custodian and their
respective independent public accountants connection with annual and other
audits of the books and records of Custodian or the Fund.
8. Compensation of Sub-Custodian.
The Sub-Custodian shall be entitled to reasonable compensation for its
services and expenses as Sub-Custodian, agreed upon in writing from time to time
by and between the Sub-Custodian and the Custodian.
-5-
<PAGE>
9. Effective Period, Termination and Amendment.
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto, and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that the Agreement shall not be amended or terminated in contravention
of any applicable federal or state regulations, or any provision of the
custodial agreements entered into between the Custodian and the separate Funds,
and further, provided that the Custodian may immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Sub-Custodian by the Federal Deposit Insurance Corporation or upon the happening
of a like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of this Agreement, the Sub-Custodian shall promptly
deliver to the Custodian in person in New York or by registered mail all
property by delivery of appropriate certificates then held by the Sub-Custodian
under this Agreement.
10. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Sub-Custodian and
the Custodian may from time to time agree in writing on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be
-6-
<PAGE>
consistent with the general tenor of this Agreement, which shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal state regulations or any provision of the
custodian agreements entered into between the Custodian and the separate Funds.
No interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
11. New York Law to Apply.
This Agreement shall be construed and the provisions there of interpreted
under and in accordance with the laws of the State of New York.
12. Communications Received by the Sub-Custodian.
The Sub-Custodian shall promptly transmit to the Custodian all
communications it receives concerning the securities it holds under this
Agreement and shall furnish statements of account in such manner and frequency
as the Sub-Custodian and the Custodian shall agree.
All communications required or permitted to be given under this Agreement
shall be in writing (including telex or telegraph) unless expressly provided
otherwise, and addressed as follows:
(a) If to the Sub-Custodian: Chemical Bank
55 Water Street
Room 540
New York, New York 10172
Attn: Special Handling/
Tender Unit
-7-
<PAGE>
(b) If to the Custodian: State Street Bank & Trust Company
Mutual Fund Services
P.O. Box 1713
Boston, MA 02105
Attention:
13. Acknowledgement and Consent to Relevant Master Custody Agreement.
The Custodian acknowledges that each of the entities named on Exhibit B
hereto (as such Exhibit may be amended from time to time by notice from the
Sub-Custodian to the Custodian) has been appointed remarketing agent (each a
"Remarketing Agent") for certain series of securities held in custody pursuant
to this Agreement and that such Remarketing Agent and Chemical Bank, as
custodian, (the "Master Custodian") have entered into a Master Custody Agreement
identified in such Exhibit as such Master Custody Agreement may be amended or
supplemented from time to time (each, a "Relevant Master Custody Agreement") for
the benefit of the owners of such series of securities held in custody pursuant
to this Agreement to promote the transfer of such series of securities
remarketed by such Remarketing Agent through a book-entry system maintained by
the Master Custodian. The Sub-Custodian will provide, upon request of the
Custodian, copies of each Relevant Master Custody Agreement for each series of
securities held in custody hereunder. The Custodian consents in all respects to
be bound by the terms thereof and to the extent that there is a conflict between
the terms of the Relevant Master Custody Agreement and this Agreement, the terms
of this Agreement shall govern.
-8-
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed this day of , 198_.
ATTEST: CHEMICAL BANK
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
- ------------------------------- --------------------------------
Title: VICE PRESIDENT
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
- ------------------------------- --------------------------------
Assistant Secretary Vice President
-9-
<PAGE>
EXHIBIT A
Wire instructions containing Account Location, Name and Fund Number for
receipt of funds pursuant to Section 2 of this Agreement are as follows:
ABA Routing Number: 0110-000-28
STATE ST BOS/ (insert appropriate fund name and number
identified below)
Name of Fund Fund Number
------------ -----------
Each of the above Funds has furnished the Custodian with appropriate
resolutions authorizing the Custodian to enter into and act in accordance with
the terms of this Agreement. Such resolutions also expressly acknowledge and
consent to the provisions of Section 13 of this Agreement.
ATTEST: CHEMICAL BANK
BY:
- ------------------------------- --------------------------------
Title:
ATTEST: STATE STREET BANK AND TRUST COMPANY
BY:
- ------------------------------- --------------------------------
Assistant Secretary Vice President
DATE:
--------------------
-10-
<PAGE>
EXHIBIT B
Date of Relevant
Name of Master Custody
Remarketing Agreement with
Agent Chemical Bank
----------------- ----------------
-11-
Exhibit 8(g)
Scudder Tax Free Money Fund
SUBCUSTODIAN AGREEMENT
between
SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK)
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
Sub-Custodian Agreement
State Street Bank and Trust Company, a Massachusetts trust company, having
its principal place of business at 225 Franklin Street, Boston, Massachusetts,
02110 (hereinafter called the "Custodian"), hereby appoints Security Pacific
National Trust Company (New York), a National banking association, having its
principal corporate trust offices at Two Rector Street, New York, New York
10006, (hereinafter called the "Sub-Custodian") to serve as Sub-Custodian and to
hold such securities as the Custodian may designate on behalf of and upon the
instructions of the appropriate entity listed on Exhibit A attached hereto (each
a "Fund" and collectively, the "Funds") for which the Custodian is custodian,
subject to the terms and conditions set forth herein.
1. Representation by Sub-Custodian.
The Sub-Custodian hereby represents that it is qualified to act as
custodian for a registered investment company under the Investment Company Act
of 1940, as amended, and that it has aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than $25,000,000.
2. Custodian Services.
The Sub-Custodian shall hold in an account in the name of the Custodian,
as custodian for the Funds, securities registered in the name of the Sub-
Custodian's nominee (the "Account") and owned by each such Fund. Such securities
shall be designated by
<PAGE>
the Custodian upon instructions of the appropriate Fund and shall consist of
bonds of any issue that (a) are tax exempt, (b) incorporate a daily adjustable
interest rate that is convertible to interest rates determinable on a variable
or a fixed rate basis, (c) entitle the owners of such securities to have such
securities purchased on on a daily basis or at certain other specified times and
(d) require the services of a custodian to establish a book-entry system similar
to that set forth in the Relevant Master Custody Agreement (as hereinafter
defined in paragraph 13 hereof). Such securities way be commingled with other
securities of the same issue or with other securities held in a fiduciary or
custodial capacity but shall be physically segregated from all securities held
in the Sub-Custodian's individual capacity or for its account. Subject to
paragraph 13 hereof, the Sub-Custodian shall release and deliver such securities
only upon receipt of instructions from the Custodian.
The Sub-Custodian shall collect on a timely basis, and credit to each
Fund's Sub-Custodial account, all income and other payments with respect to
securities held under this Agreement to which such Fund is entitled by law and
shall notify the Custodian of any income or other payments that are not
collected within a reasonable time after they become payable. Payments of income
are to be made by wire advice to the account of each Fund so specified on
Exhibit A.
The Sub-Custodian shall at no time supervise the investment of, or advise
or make any recommendations for the sale, purchase or other disposition of
securities held under this Agreement.
-2-
<PAGE>
All purchase and sale transactions shall be carried out by the Sub-Custodian
only as the Custodian may instruct pursuant to paragraph 3 hereof.
3. Instructions.
Subject to paragraph 13 hereof, instructions furnished by the Custodian to
the Sub-Custodian with respect to securities held by the Sub-Custodian under
this Agreement shall be signed by such officer or officers of the Custodian as
are authorized from time to time by the Custodian; provided, however, that the
Sub-Custodian is authorized to accept and act upon orders from the Custodian,
whether given orally, by telephone or otherwise, which the Sub-Custodian
reasonably believes to be given by an authorized person. The Custodian shall
promptly confirm such orders in writing. The Sub-Custodian shall use the same
care with respect to the receiving, safekeeping, handling and delivering of
securities held under this Agreement as it uses in respect of its own similar
securities, but it need not maintain any special insurance for the benefit of
the Custodian or the Funds. The Sub-Custodian shall not be liable for any action
taken or thing done by it in carrying out the terms and provisions of this
Agreement or the Relevant Master Custody Agreement if done in good faith and
without negligence or wilful misconduct on the Sub-Custodian's part. The
Custodian shall not be liable for any action taken or thing done by it in
carrying out the terms and provisions of this Agreement if done in good faith
and without negligence or wilful misconduct on the
-3-
<PAGE>
part. The Sub-Custodian shall have no authority to select any broker or similar
agent used to effect the purchase and sale of securities.
4. Ownership Certificates for Tax Purposes and Indemnification.
The Sub-Custodian shall execute, as Custodian (as defined in Section 13
hereof), any necessary declarations or certificates of ownership required under
any tax law now or hereafter in effect.
The Custodian agrees to indemnify the Sub-Custodian against, and hold it
harmless from, any liabilities, and any related out-of-pocket expenses, which it
may incur in connection with this Agreement, other than any liabilities and
expenses arising out of the Sub-Custodian's bad faith, wilful misconduct or
negligence. The Sub-Custodian agrees to indemnify the Custodian against, and to
hold it harmless from, any liabilities, and any related out-of-pocket expenses,
which it may incur in connection with this Agreement which arise out of the
Sub-Custodian's bad faith, negligence or wilful misconduct. The indemnification
provided hereunder by the Custodian and the Sub-Custodian shall not extend to
any special or consequential damages arising out of the performance of this
Agreement.
Without limiting or impairing any rights the Sub-Custodian may have
hereunder, at the election of the Custodian, it shall be entitled to be
subrogated to the rights of the Sub-Custodian with respect to any claim against
any person the Sub-Custodian may have as a consequence of any such loss, expense
or damage, if, and to the extent the Custodian has not been made whole for any
such loss, expense or damage.
-4-
<PAGE>
5. Reports by Sub-Custodian's Independent Public Accountants.
The Sub-Custodian shall provide the Custodian, upon request with any
quarterly or annual reports prepared in the normal course of business of the
Sub-Custodian by the Sub-Custodian's independent public accountants on the
accounting system, internal accounting controls and procedures for safeguarding
securities relating to the services provided by the Sub-Custodian under this
Agreement.
6. Access to Records.
The Sub-Custodian will not refuse any reasonable request for inspection
and audit on its books and records by an agent of a Fund or Custodian.
7. Cooperation.
The Sub-Custodian shall cooperate with each Fund and Custodian and their
respective independent public accountants in connection with annual and other
audits of the books and records of Custodian or the Fund.
8. Compensation of Sub-Custodian.
The Sub-Custodian shall be entitled to reasonable compensation for its
services and expenses as Sub-Custodian, as agreed upon in writing from time to
time by and between the Sub-Custodian and the Custodian.
-5-
<PAGE>
9. Effective Period, Termination and Amendment.
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto, and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that the Agreement shall not be amended or terminated in contravention
of any applicable federal or state regulations, or any provision of the
custodial agreements entered into between the Custodian and the separate Funds,
and further, provided that the Custodian may immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Sub-Custodian by the Federal Deposit Insurance Corporation or upon the happening
of a like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of this Agreement, the Sub-Custodian shall promptly
deliver to the Custodian in person or by registered mail all property then held
by the Sub-Custodian under this Agreement.
10. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Sub-Custodian and
the Custodian may from time to time agree in writing on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be
-6-
<PAGE>
consistent with the general tenor of this Agreement, which shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
custodian agreements entered into between the Custodian and the separate Funds.
No interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
11. New York Law to Apply.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
12. Communications Received by the Sub-Custodian.
The Sub-Custodian shall promptly transmit to the Custodian all
communications it receives concerning the securities it holds under this
Agreement and shall furnish statements of account in such manner and frequency
as the Sub-Custodian and the Custodian shall agree.
All communications required or permitted to be given under this Agreement
shall be in writing (including telex or telegraph) unless expressly provided
otherwise, and addressed as follows:
(a) If to the Sub-Custodian: Security Pacific National
Trust (New York)
2 Rector Street, 9th Floor
New York, New York 10006
Attn: Corporate Trust Division
Telecopier Number: 212-978-50[ILLEGIBLE]
-7-
<PAGE>
(b) If to the Custodian: State Street Bank & Trust Company
Mutual Fund Services
P.O. Box 1713
Boston, MA 02105
Attention: Fund Manager
13. Acknowledgement and Consent to Relevant Master Custody Agreement.
The Custodian acknowledges that each of the entities named on Exhibit B
hereto (as such Exhibit may be amended from time to time by notice from the
Sub-Custodian to the Custodian) has been appointed remarketing agent (each a
"Remarketing Agent") for certain series of securities held in custody pursuant
to this Agreement and that such Remarketing Agent and Security Pacific National
Trust Company (New York), as custodian, (the "Master Custodian") have entered
into a Master Custody Agreement identified in such Exhibit as such Master
Custody Agreement may be amended or supplemented from time to time (each, a
"Relevant Master Custody Agreement") for the benefit of the owners of such
series of securities held in custody pursuant to this Agreement to promote the
transfer of such series of securities remarketed by such Remarketing Agent
through a book-entry system maintained by the Master Custodian. The Sub-
Custodian will provide, upon request of the Custodian, copies of each Relevant
Master Custody Agreement for each series of securities held in custody
hereunder. The Custodian consents after appropriate review in all respects to be
bound by the terms thereof and to the extent that there is a conflict between
the terms of the Relevant Master Custody Agreement and this Agreement, the terms
of this Agreement shall govern:
-8-
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed this 18 day of February, 1988.
ATTEST: SECURITY PACIFIC NATIONAL TRUST
COMPANY (NEW YORK)
(as Sub-Custodian)
/s/Paul F. Anatrella BY: /s/[SIGNATURE ILLEGIBLE]
- -------------------------------- --------------------------------
Paul F. Anatrella Title: ASSISTANT VICE PRESIDENT
Assistant Secretary
ATTEST: STATE STREET BANK AND TRUST COMPANY
(as Custodian)
/s/[SIGNATURE ILLEGIBLE] BY: /s/[SIGNATURE ILLEGIBLE]
- -------------------------------- --------------------------------
Assistant Secretary Vice President
-9-
<PAGE>
EXHIBIT A
to the SUBCUSTODIAN AGREEMENT
with
SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK)
dated February 18, 1988
Wire instructions containing Account Locations, Name and Fund Number for
receipt of funds pursuant to Section 2 of this Agreement are as follows:
ABA Routing Number: 0110-000-28
STATE ST BOS/ (insert appropriate fund name and number identified below):
Name of Fund Fund Number
------------ -----------
AARP Insured Tax Free Income Trust
AARP Insured Tax Free General Bond Fund 7275
AARP Insured Tax Free Short Term Fund 7274
Scudder California Tax-Free Trust
Scudder California Tax-Free Fund 7290
Scudder California Tax-Free Money Fund 7225
Scudder Municipal Trust
Scudder High Yield Tax Free Fund 7292
Scudder Managed Municipal Bond Fund 7209
Scudder State Tax-Free Trust
Scudder Massachusetts Tax Free Fund 7223
Scudder New York Tax Free Fund 7291
Scudder New York Tax Free Money Fund 7224
Scudder Ohio Tax Free Fund 7226
Scudder Pennsylvania Tax Free Fund 7227
Scudder Tax Free Money Fund 7210
Scudder Tax Free Target Fund
Series 1990 7261
Series 1993 7262
Series 1996 7251
Scudder Treasurers Trust
Treasurers Auction Rate Preferred Portfolio 7287
Treasurers Dividend Income Portfolio 7288
Treasurers Liquidity Plus Portfolio 7285
Treasurers Money Portfolio 7283
Treasurers Tax Exempt Liquidity Plus Portfolio 7286
Treasurers Tax Exempt Money Portfolio 7284
-10-
<PAGE>
EXHIBIT B
---------
Date of Relevant
Master Custody
Name of Agreement with
Remarketing Security Pacific National Trust
Agent Company (New York)
- --------------------------- -------------------------------
GOLDMAN, SACHS & CO. December 28, 1987
-11-
Scudder Tax Free Money Fund
Exhibit 8(h)
SUBCUSTODIAN AGREEMENT
between
BANKERS TRUST COMPANY
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
Sub-Custodian Agreement
State Street Bank and Trust Company, a Massachusetts trust company, having
its principal place of business at 225 Franklin Street, Boston, Massachusetts,
02110 (hereinafter called the "Custodian"), hereby appoints Bankers Trust
Company, a New York banking corporation, having its principal place of business
at 4 Albany Street, New York, New York 10015, (hereinafter called the
"Sub-Custodian") to serve as Sub-Custodian and to hold such securities as the
Custodian may designate on behalf of and upon the instructions of the
appropriate entity listed on Exhibit A attached hereto (each a "Fund" and
collectively, the "Funds") for which the Custodian is custodian, subject to the
terms and conditions set forth herein.
1. Representation by Sub-Custodian.
The Sub-Custodian hereby represents that it is qualified to act as
custodian for a registered investment company under the Investment Company Act
of 1940, as amended, and that it has aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than $25,000,000.
2. Custodian Services.
The Sub-Custodian shall hold in an account in the name of the Custodian,
as custodian for the Funds, securities registered in the name of the
Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such
securities shall be designated by
<PAGE>
the Custodian upon instructions of the appropriate Fund and shall consist of
bonds or notes of any issue that (a) are tax exempt, (b) incorporate an
adjustable interest rate that is convertible to interest rates determinable on a
variable or a fixed rate basis, (c) entitle the owners of such securities to
have such securities purchased at specified times and (d) require the services
of a custodian (which may be the Sub-Custodian) to establish a book-entry system
similar to that set forth in the Relevant Master Custody Agreement (as
hereinafter defined in paragraph 13 hereof). Such securities may be commingled
with other securities of the same issue or with other securities held in a
fiduciary or custodial capacity but shall be physically segregated from all
securities held in the Sub-Custodian's individual capacity or for its account.
Subject to paragraph 13 hereof, the Sub-Custodian shall release and deliver such
securities only upon receipt of instructions from the Custodian.
The Sub-Custodian shall collect on a timely basis, and credit to each
Fund's Sub-Custodial account, all income and other payments with respect to
securities held under this Agreement to which such Fund is entitled as owner of
the securities and shall notify the Custodian of any income or other payments
that are not collected within a reasonable time after they become payable.
Payments of income are to be made by wire advice to the account of each Fund so
specified on Exhibit A.
The Sub-Custodian shall at no time supervise the investment of, or advise
or make any recommendations for the sale, purchase or other disposition of
securities held under this Agreement.
-2-
<PAGE>
All purchase and sale transactions shall be carried out by the Sub-Custodian
only as the Custodian may instruct pursuant to paragraph 3 hereof.
3. Instructions.
Subject to paragraph 13 hereof, instructions furnished by the Custodian to
the Sub-Custodian with respect to securities held by the Sub-Custodian under
this Agreement shall be signed by such officer or officers of the Custodian as
are authorized from time to time by the Custodian; provided, however, that the
Sub-Custodian is authorized to accept and act upon orders from the Custodian,
whether given orally, by telephone or otherwise, which the Sub-Custodian
reasonably believes to be given by an authorized person and the Sub-Custodian
shall be entitled to rely on such written or oral authorization provided it has
no actual knowledge to the contrary. The Custodian shall confirm such orders in
writing. The Sub-Custodian shall use the same care with respect to the
receiving, safekeeping, handling and delivering of securities held under this
Agreement as it uses in respect of its own similar securities, but it need not
maintain any special insurance for the benefit of the Custodian or the Funds
unless it may be required to do so by applicable law, in which case the costs of
any such insurance shall be an additional charge to the Custodian or the Funds.
The Sub-Custodian shall not be liable for any action taken or thing done by it
in carrying out the terms and provisions of this Agreement or the Relevant
Master Custody Agreement if done in good faith and
-3-
<PAGE>
without negligence or wilful misconduct on the Sub-Custodian's part. The
Custodian shall not be liable for any action taken or thing done by it in
carrying out the terms and provisions of this Agreement if done in good faith
and without negligence or misconduct on the Custodian's part. The Sub-Custodian
shall have no authority to select any broker or similar agent used to effect the
purchase and sale of securities.
4. Ownership Certificates for Tax Purposes and Indemnification.
The Sub-Custodian shall execute, as Custodian (as defined in Section 13
hereof), any necessary declarations or certificates of ownership required under
any tax law now or hereafter in effect.
The Custodian agrees to indemnify the Sub-Custodian and any nominee in
whose name securities hereunder are registered against, and hold it harmless
from, any liabilities, and any related out-of-pocket expenses, which it may
incur in connection with this Agreement, other than any liabilities and expenses
arising out of the Sub-Custodian's bad faith, wilful misconduct or negligence.
The Sub-Custodian agrees to indemnify the Custodian against, and to hold it
harmless from, any liabilities, and any related out-of-pocket expenses, which it
may incur in connection with this Agreement which arise out of the
Sub-Custodian's bad faith, negligence or wilful misconduct.
At the election of the Custodian, it shall be entitled to be subrogated to
the rights of the Sub-Custodian with respect to any claim against any person the
Sub-Custodian may have as a consequence of any such loss, expense or damage, if,
and to the
-4-
<PAGE>
extent the Custodian has not been made whole for any such loss, expense or
damage.
5. Reports by Sub-Custodian's Independent Public Accountants.
To the extent permitted by applicable law the Sub-Custodian shall provide
the Custodian, upon request, with any quarterly or annual reports prepared in
the normal course of business of the Sub-Custodian by the Sub-Custodian's
independent public accountants on the accounting system, internal accounting
controls and procedures for safeguarding securities relating to the services
provided by the Sub-Custodian under this Agreement.
6. Access to Records.
To the extent permitted by applicable law the Sub-Custodian will not
refuse any reasonable request for inspection and audit on its books and records
by an agent of a Fund or Custodian.
7. Cooperation.
The Sub-Custodian shall cooperate with each Fund and Custodian and their
respective independent public accountants in connection with annual and other
audits of the books and records of Custodian or the Fund.
8. Compensation of Sub-Custodian.
The Sub-Custodian shall be entitled to reasonable compensation for its
services and expenses as Sub-Custodian, as agreed upon in writing (at the time
of delivery of the Agreement)
-5-
<PAGE>
from time to time by and between the Sub-Custodian and the Custodian.
9. Effective Period, Termination and Amendment.
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto, and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that the Agreement shall not be amended or terminated in contravention
of any applicable federal or state regulations, or any provision of the
custodial agreements entered into between the Custodian and the separate Funds,
and further, provided that the Custodian may immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Sub-Custodian by the appropriate federal supervisory authority or upon the
happening of a like event at the direction of an appropriate regulatory agency
or court of competent jurisdiction.
Upon termination of this Agreement, the Sub-Custodian shall promptly
deliver to the Custodian in person in New York or by registered mail all
property by delivery of appropriate certificates then held by the Sub-Custodian
under this Agreement.
-6-
<PAGE>
10. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Sub-Custodian and
the Custodian may from time to time agree in writing on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement,
which shall be annexed hereto, provided that no such interpretive or additional
provisions shall contravene any applicable federal or state regulations or any
provision of the custodian agreements entered into between the Custodian and the
separate Funds. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
11. New York Law to Apply.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
12. Communications Received by the Sub-Custodian.
The Sub-Custodian shall promptly transmit to the Custodian all
communications it receives concerning the securities it holds under this
Agreement and shall furnish statements of account in such manner and frequency
as the Sub-Custodian and the Custodian shall agree.
All communications required or permitted to be given under this Agreement
shall be in writing (including telecopy or
-7-
<PAGE>
telegraph) unless expressly provided otherwise, and addressed as follows:
(a) If to the Sub-Custodian: Bankers Trust Company
4 Albany Street
New York, New York 10015
Attn: Corporate Trust and
Agency Group
(b) If to the Custodian: State Street Bank & Trust Company
Mutual Fund Services
P.O. Box 1713
Boston, MA 02105
Attention:
13. Acknowledgement and Consent to Relevant Master Custody Agreement.
The Custodian acknowledges that each of the entities named on Exhibit B
hereto (as such Exhibit may be amended from time to time by notice from the
Sub-Custodian to the Custodian) has been appointed remarketing agent (each a
"Remarketing Agent") for certain series of securities held in custody pursuant
to this Agreement and that such Remarketing Agent and Bankers Trust Company, as
custodian, (the "Master Custodian") have entered into a Master Custody Agreement
identified in such Exhibit as such Master Custody Agreement may be amended or
supplemented from time to time (each, a "Relevant Master Custody Agreement") for
the benefit of the owners of such series of securities held in custody pursuant
to this Agreement to promote the transfer of such series of securities
remarketed by such Remarketing Agent through a book-entry system maintained by
the Master Custodian. The Sub-Custodian will provide, upon request of the
Custodian,
-8-
<PAGE>
copies of each Relevant Master Custody Agreement for each series of securities
held in custody hereunder.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed this 15th day of August, 1989.
ATTEST: BANKERS TRUST COMPANY
/s/ [ILLEGIBLE] BY /s/ Susan W. Kaufmann
- ----------------------------- -------------------------------
Assistant Secretary Title: Assistant Vice President
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
- ----------------------------- -------------------------------
Assistant Secretary Vice President
-9-
<PAGE>
EXHIBIT A
---------
Wire instructions containing Account Location, Name and Fund Number for
receipt of funds pursuant to Section 2 of this Agreement are as follows:
ABA Routing Number: 0110-000-28
STATE ST BOS/ (insert appropriate fund name and number identified below)
Name of Fund Fund Number
------------ -----------
Each of the above Funds has furnished the Custodian with appropriate
resolutions authorizing the Custodian to enter into and act in accordance with
the terms of this Agreement. Such resolutions also expressly acknowledge and
consent to the provisions of Section 13 of this Agreement.
BANKERS TRUST COMPANY
BY:
--------------------------------
Title:
STATE STREET BANK AND TRUST COMPANY
BY:
--------------------------------
Vice President
DATE:____________
-10-
<PAGE>
EXHIBIT B
---------
Date of Relevant
Name of Master Custody
Remarketing Agreement with
Agent Bankers Trust Company
- --------------------- ---------------------
Drexel Burnham Lambert Incorporated July 1, 1987
Tucker Anthony
Shearson Lehman Hutton October 1, 1989
Smith Barney, Harris Upham & Co. November 1, 1989
Exhibit 9(a)(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
SCUDDER TAX FREE MONEY FUND
and
SCUDDER SERVICE CORPORATION
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of October 2, 1989, by and between SCUDDER TAX FREE
MONEY FUND, a Massachusetts business trust, having its principal office and
place of business at 175 Federal Street, Boston, Massachusetts 02110 (the
"Company") and SCUDDER SERVICE CORPORATION, a Massachusetts corporation, having
its principal office and place of business at 160 Federal Street, Boston,
Massachusetts 02110 (the "Agent").
WHEREAS, the Company desires to appoint the Agent as a transfer agent,
dividend disbursing agent and agent in connection with certain other activities
and the Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Article 1. Terms of Appointment: Duties of the Agent.
1.01. Subject to the terms and conditions set forth in this Agreement, the
Company hereby employs and appoints the Agent to act as, and the Agent agrees to
act as, transfer agent for the Company's authorized and issued shares of
beneficial interest ("Shares"), dividend disbursing agent and agent in
connection with any accumulation, open-account or similar plans provided to the
shareholders of the Company ("Shareholders") and set out in a currently
effective prospectus ("Prospectus") or currently effective statement of
additional information ("Statement of Additional Information") of the Company,
including without limitation any periodic investment plan or periodic withdrawal
program. If the Company offers two or more series of Shares as of the date
hereof, the term "Company shall be deemed to apply to each series of Shares,
unless the context otherwise requires.
1.02. The Agent agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Company and the Agent, the Agent shall:
(i) Receive for acceptance orders for the purchase of Shares
and promptly deliver payment and appropriate
documentation thereof to the duly authorized custodian
of the Company (the "Custodian") .
(ii) Pursuant to orders for the purchase of Shares, record
the purchase of the appropriate number of Shares in the
Shareholder's account and, if requested by the
Shareholder, and if the Trustees of the Company have
authorized the issuance of stock certificates, issue a
certificate for the appropriate number of Shares;
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(iii) Pursuant to instructions provided by Shareholders,
reinvest income dividends and capital gain
distributions;
(iv) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(v) Provide an appropriate response to Shareholders with
respect to all correspondence and rejected trades;
(vi) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such monies as instructed by the
redeeming Shareholders;
(vii) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(viii) Prepare and transmit payments for dividends and
distributions declared by the Company;
(ix) Report abandoned property to the various states as
authorized by the Company in accordance with policies
and principles agreed upon by the Company and Agent;
(x) Maintain records of account for and advise the Company
and its Shareholders as to the foregoing;
(xi) Record the issuance of Shares of the Company and
maintain an accurate control book with respect to Shares
pursuant to SEC Rule 17Ad-10(e) under the Securities
Exchange Act of 1934. The Agent shall also provide the
Company on a regular basis with the total number of
Shares which are issued and outstanding and shall have
no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole
responsibility of the Company;
(xii) Respond to all telephone inquiries from shareholders or
their authorized representatives regarding the status of
Shareholder accounts;
(xiii) Respond to correspondence from Shareholders or their
authorized representatives regarding the status of
Shareholder accounts or information related to
Shareholder accounts; and
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(xiv) Perform all Shareholder account maintenance updates.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Agent shall: (i) perform the
customary services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan or periodic
withdrawal program). The detailed definition, frequency, limitations and
associated costs (if any) set out in the attached fee schedule, include but are
not limited to: maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxy statements and proxies, receiving and tabulating
proxies, mailing shareholder reports and prospectuses to current Shareholders,
and withholding all applicable taxes (including but not limited to all
withholding taxes imposed under the U.S. Internal Revenue Code and Treasury
regulations promulgated thereunder, and applicable state and local laws to the
extent consistent with good industry practice), preparing and filing U.S.
Treasury Department Forms 1099, Form 941 when applicable and other appropriate
forms required with respect to dividends, distributions and taxes withheld on
Shareholder accounts by federal authorities for all registered Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information, (ii) provide
daily and monthly a written report and access to information which will enable
the Company to monitor the total number of Shares sold and the aggregate public
offering price thereof in each State by the Company, added by sales in each
State of the registered Shareholder or dealer branch office, as defined by the
Company, and (iii) if directed by the Company, (A) each confirmation of the
purchase which establishes a new account will be accompanied by a Prospectus and
any amendment or supplement thereto, and (B) a Prospectus, and any amendment or
supplement thereto, will be mailed to each Shareholder at the time a
confirmation of the first purchase by such Shareholder, subsequent to the
effective date of a Prospectus or any amendment or supplement thereto, is mailed
to such Shareholders.
(c) In addition, the Company shall (i) identify to the Agent in
writing those transactions and assets to be treated as exempt from blue sky
reporting to the Company for each state and (ii) approve those transactions to
be included for each state on the blue sky system prior to activation and
thereafter monitor the daily activity for each state. The responsibility of the
Agent for the Company's blue sky State registration status is solely limited to
the initial establishment of transactions subject to blue sky compliance by the
Company and the reporting of such transactions as provided above.
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(d) The Agent shall utilize a system to identify all share
transactions which involve purchase and redemption orders that are processed at
a time other than the time of the computation of net asset value per share next
computed after receipt of such orders, and shall compute the net effect upon the
Company of such transactions so identified on a daily and cumulative basis.
(e) The Agent shall supply to the Company from time to time, as
mutually agreed upon, reports summarizing the transactions identified pursuant
to paragraph (d) above, and the daily and cumulative net effects of such
transactions, and shall advise the Company at the end of each month of the net
cumulative effect at such time. The Agent shall promptly advise the Company if
at any time the cumulative net effect exceeds a dollar amount equivalent to 1/2
of 1 cent per outstanding Share.
(f) The Agent shall make appropriate arrangements with banking
institutions in connection with effecting timely redemptions of shares by the
Write-a-Check redemption feature described in the Company's Prospectus and
Statement of Additional Information.
1.03. The Agent's offices, personnel and computer and other equipment
shall be adequate to perform the services contemplated by this Agreement for the
Company and for other investment companies advised by Scudder, Stevens & Clark,
Inc. and its affiliates. The Agent shall notify the Company in the event that it
proposes to provide such services for any investment companies or other entities
other than those managed by Scudder, Stevens & Clark, Inc. and its affiliates.
Article 2. Fees and Expenses
2.01. For the performance by the Agent pursuant to this Agreement, the
Company agrees to pay the Agent an annual maintenance fee for each Shareholder
account as set out in a fee schedule agreed to by both parties in writing. Such
fees and out-of-pocket expenses and advances identified under Section 2.02 below
may be changed from time to time subject to mutual written agreement between the
Company and the Agent, as approved by a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940) of the
Company.
2.02. In addition to the fee paid under Section 2.01 above, the Company
agrees to reimburse the Agent for out-of-pocket expenses or advances incurred by
the Agent for the items set out in the fee schedule agreed to by both parties in
writing. In addition, any other expenses incurred by the Agent at the request or
with the consent of the Company will be reimbursed by the Company.
2.03. The Company agrees to pay all fees and reimbursable expenses
promptly, the terms, method and procedures for which are detailed on the fee
schedule agreed to by both parties in writing. Postage for mailing of dividends,
proxy statements, Company reports and other mailings to all Shareholders
accounts shall be advanced to
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<PAGE>
the Agent by the Company at least two (2) days prior to the mailing date of such
materials.
2.04. The Company may engage accounting firms or other consultants to
evaluate the fees paid by the Company and quality of services rendered by the
Servicing Company hereunder, and such firms or other consultants shall be
provided access by the Servicing Company to such information as may be
reasonably required in connection with such engagement. The Servicing Company
will give due consideration and regard to the recommendations to the Company in
connection with such engagement, but shall not be bound thereby.
Article 3. Representations and Warranties of the Agent.
The Agent represents and warrants to the Company that:
3.01 It is a corporation duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
3.02. It has the legal power and authority to carry on its business in The
Commonwealth of Massachusetts.
3.03. It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement.
3.04. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement.
3.05. It is duly registered as a transfer agent under Section 17A of the
Securities Exchange Act of 1934, as amended.
3.06. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
Article 4. Representations and Warranties of the Company.
The Company represents and warrants to the Agent that:
4.01. It is a business trust duly organized and existing and in good
standing under the laws of Massachusetts.
4.02. It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.
4.03. All proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
4.04. It is an investment company registered under the Investment Company
Act of 1940, as amended.
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<PAGE>
4.05. A registration statement under the Securities Act of 1933 is
currently effective (or will be effective prior to commencement by the Agent of
performance of services hereunder) and will remain effective, and appropriate
state securities law filings have been made and/or will continue to be made,
with respect to all Shares of the Company being offered for sale.
Article 5. Indemnification
5.01. To the extent that the Agent acts in good faith and without
negligence or willful misconduct, the Agent shall not be responsible for, and
the Company shall indemnify and hold the Agent harmless from and against, any
and all losses, damages, costs, damages, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(a) All actions of the Agent or its agents or subcontractors
required to be taken and correctly executed pursuant to this Agreement.
(b) The Company's lack of good faith, negligence or willful
misconduct or which arise out of the breach of any representation or warranty of
the Company hereunder.
(c) The reasonable reliance on or use by the Agent or its agents or
subcontractors of information, records and documents or services which are
received or relied upon by the Agent or its agents or subcontractors and
furnished to it or performed by or on behalf of the Company.
(d) The reasonable reliance on, or the carrying out by the Agent or
its agents or subcontractors of, any written instructions or requests of the
Company.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations, or the securities laws or
regulations of any state that such Shares be registered in such state, or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state, unless such violation is the result of the Agent's negligent or willful
failure to comply with the provisions of Section 1.02(b) of this Agreement.
5.02. The Agent shall indemnify and hold the Company harmless from and
against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to the Agent's refusal
or failure to comply with the terms of this Agreement (whether as a result of
the acts or omissions of the Agent or of its agents or subcontractors) or
arising out of the lack of good faith, negligence or willful misconduct of the
Agent, or its agents or subcontractors, or arising out of the breach of any
representation or warranty of the Agent hereunder.
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<PAGE>
5.03. At any time the Agent may apply to any officer of the Company for
instructions, and may consult with outside legal counsel with respect to any
matter arising in connection with the services to be performed by the Agent
under this Agreement, and the Agent and its agents or subcontractors shall not
be liable and shall be indemnified by the Company for any action reasonably
taken or omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Agent, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Company, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided to the Agent or its agents or subcontractors by
machine-readable input, telex, CRT data entry or other similar means authorized
by the Company, and shall not be held to have notice of any change of authority
of any person, until receipt by the Agent of written notice thereof from the
Company. The Agent, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers of the Company,
and the proper countersignature of any former transfer agent or registrar, or of
a co-transfer agent or co-registrar.
5.04. In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable to the other for
any damages resulting from such failure to perform or otherwise from such
causes.
5.05. Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement, but each shall
be liable for general damages resulting from breach of this Agreement. For the
purposes of this Agreement, the term "general damages" shall include but shall
not be limited to:
(a) All costs of correcting errors made by the Agent or its agents
or subcontractors in Company shareholder accounts, including
the expense of computer time, computer programming and
personnel;
(b) Amounts which the Company is liable to pay to a person (or his
representative) who has purchased or redeemed, or caused to be
repurchased, Shares at a price which is higher, in the case of
a purchase, or lower, in the case of a redemption or
repurchase, than correct net asset value per Share, but only
to the extent that the price at which such Shares were
purchased, redeemed or repurchased was incorrect as a result
of either (i) one or more errors caused by the Agent or its
agents or subcontractors in processing shareholder accounts of
the Company or (ii) the posting by the Agent of the purchase,
redemption or repurchase of Shares subsequent to the time such
purchase, redemption or repurchase
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<PAGE>
should have been posted pursuant to laws and regulations
applicable to open-end investment companies, if the delay is
caused by the Agent, its agents or subcontractors;
(c) The value of dividends and distributions which were not
credited on Shares because of the failure of the Agent or its
agents or subcontractors to timely post the purchase of such
Shares;
(d) The value of dividends and distributions which were
incorrectly credited on Shares because of the failure of the
Agent or its agents or subcontractors to timely post the
redemption or repurchase of such Shares;
(e) The value of dividends and distributions, some portion of
which was incorrectly credited, or was not credited, on Shares
because of the application by the Agent or its agents or
subcontractor of an incorrect dividend or distribution factor
or otherwise;
(f) Penalties and interest which the Company is required to pay
because of the failure of the Agent or its agents or
subcontractors to comply with the information reporting and
withholding (including backup withholding) requirements of the
Internal Revenue Code of 1986, as amended, and applicable
Treasury regulations thereunder, applicable to Company
Shareholder accounts; and
(g) Interest in accordance with the laws of The Commonwealth of
Massachusetts on any damages from the date of the breach of
this Agreement.
5.06. In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim or loss for which either
party may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion or loss, and shall keep
the other party advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option to participate
at its expense with the party seeking indemnification in the defense of such
claim. The party seeking indemnification shall in no case confess any claim or
make any compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
5.07. Losses incurred by the Company arising from the Agent effecting a
share transaction at a trade (pricing) date prior to the processing date shall
be governed by a separate agreement between the Agent and the Company.
The obligations of the parties hereto under this Article 5 shall survive
the termination of this Agreement.
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<PAGE>
Article 6. Covenants of the Company and the Agent.
6.01. The Company shall promptly furnish to the Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of
the Company authorizing the appointment of the Agent and the execution and
delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Company
and all amendments thereto.
6.02. The Agent hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Company for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account, of such certificates,
forms and devices.
6.03. The Agent shall at all times maintain insurance coverage which is
reasonable and customary in light of its duties hereunder and its other
obligations and activities.
6.04 The Agent shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended (the
"Act") and the Rules thereunder, the Agent agrees that all such records prepared
or maintained by the Agent relating to the services to be performed by the Agent
hereunder and those records that the Company and the Agent agree from time to
time to be the records of the Company are the property of the Company and will
be preserved, maintained and made available in accordance with its request.
Records surrendered hereunder shall be in machine readable form, except to the
extent that the Agent has maintained such a record only in paper form.
6.05. The Agent and the Company agree that all books, records, information
and data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential and shall not be voluntarily disclosed to any other person,
except as may be required by law.
6.06. In case of any requests or demands for the inspection of the
Shareholders records of the Company, the Agent will endeavor to notify the
Company and to secure instructions from an authorized officer of the Company as
to such inspection. The Agent reserves the right, however, to exhibit the
Shareholders records to any person whenever it is reasonably advised by its
counsel that it may be held liable for the failure to exhibit the Shareholders
records to such person.
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<PAGE>
6.07. The Agent agrees to maintain or provide for redundant facilities or
a compatible configuration and to maintain or provide for backup of the
Company's master and input files and to store such files in a secure
off-premises location so that in the event of a power failure or other
interruption of whatever cause at the location of such files the Company's
records are maintained intact and transactions can be processed at another
location.
6.08. The Agent acknowledges that the Company, as a registered investment
company under the Act, is subject to the provisions of the Act and the rules and
regulations thereunder, and that the offer and sale of the Company's Shares are
subject to the provisions of federal and state laws and regulations applicable
to the offer and sale of securities. The Company acknowledges that the Agent is
not responsible for the Company's compliance with such laws and regulations. If
the Company advises the Agent that a procedure of the Agent related to the
discharge of its obligations hereunder has or may have the effect of causing the
Company to violate any of such laws or regulations, the Agent shall use its best
efforts to develop a mutually agreeable alternative procedure which does not
have such effect.
Article 7. Termination of Agreement.
7.01. This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
7.02. Should the Company exercise its right to terminate, all reasonable
out-of-pocket expenses of the Agent associated with the movement of records and
materials required by this Agreement will be borne by the Company. Additionally,
the Agent reserves the right to charge for any other reasonable expenses
associated with such termination.
Article 8. Additional Series.
8.01. In the event that the Company establishes one or more series of
Shares with respect to which it desires to have the Agent render services as
transfer agent under the terms hereof, it shall so notify the Agent in writing,
and unless the Agent objects in writing to providing such services, the term
"Company" hereunder, unless the context otherwise requires, shall be deemed to
include each such series of Shares. All recordkeeping and reporting shall be
done separately for each series. Unless the Company and the Agent agree to an
amended fee schedule, the fee schedule attached hereto shall apply to each
series separately.
Article 9. Assignment.
9.01. Except as provided in Section 9.03 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
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9.02. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9.03. The Agent may, with notice to and consent on the part of the
Company, which consent shall not be unreasonably withheld, subcontract for the
performance of certain services under this Agreement to qualified service
providers, which shall be registered as transfer agents under Section 17A of the
Securities Exchange Act of 1934 if such registration is required; provided,
however, that the Agent shall be as fully responsible to the Company for the
acts and omissions of any subcontractor as it is for its own acts and omissions.
Article 10. Amendment.
10.01. This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Directors or Trustees of each party.
Article 11. Massachusetts Law to Apply.
11.01. This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
Article 12. Form N-SAR.
12.01. The Agent shall maintain such records as shall enable the Company
to fulfill the requirements of Form N-SAR or any successor report which must be
filed with the Securities and Exchange Commission.
Article 13. Merger of Agreement.
13.01. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written.
Article 14. Counterparts.
14.01. This Agreement may be executed by the parties hereto in any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
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Article 15. Limitation of Liability of the Trustees and the Shareholders
It is understood and expressly stipulated that none of the Trustees,
officers, agents, or shareholders of the Company shall be personally liable
hereunder. The name of the Company is the designation of the Trustees for the
time being under the Company's Declaration of Trust, as the same is now stated
or may hereafter be amended, and all persons dealing with the trust must look
solely to the property of the trust for the enforcement of any claims against
the trust as neither the Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the trust. No
series of the Company, if any, shall be liable for the obligations of any other
series.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
ATTEST: SCUDDER TAX FREE MONEY FUND
/s/ [ILLEGIBLE] BY: /s/ David S. Lee
- -------------------------------- ---------------------------------
Title: President
ATTEST: SCUDDER SERVICE CORPORATION
/s/ [ILLEGIBLE] BY: /s/ Daniel Pierce
- -------------------------------- ---------------------------------
Title: Vice President
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Exhibit 16
SCUDDER TAX FREE MONEY FUND
For 12/31/88
------------
Net income available for distribution = $116,601
Shares outstanding = 355,944,615
$116,601 = .000163797 (dividend per share)
- -------------
355,944,615
date dividend per share
- ---- ------------------
12/31 .000327594
12/30
12/29 .000164237
12/28 .000165260
12/27 .000157926
12/26 .000310252
12/25
----------
.001125269
(.001125269 / 7) 36,500 = 5.87 = 7 - DAY CURRENT YIELD
