Filed with the Securities and Exchange Commission on February 28, 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. 20
--------
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 22
--------
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
immediately upon filing pursuant to paragraph (b)
------
on ___________ pursuant to paragraph (b)
------
60 days after filing pursuant to paragraph (a)(i)
------
X on May 1, 1997 pursuant to paragraph (a)(i)
------
75 days after filing pursuant to paragraph (a)(ii)
------
on pursuant to paragraph (a)(ii) of Rule 485
------ ---------------------
If appropriate, check the following:
this post-effective amendment designates a new effective date for a
------ previously filed post-effective amendment
The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for its fiscal
year ended December 31, 1996 on February 28, 1997.
<PAGE>
SCUDDER TAX FREE MONEY FUND
CROSS-REFERENCE SHEET
Items Required By Form N-1A
PART A
- ------
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<TABLE>
<S> <C> <C> <C>
1. Cover Page COVER PAGE
2. Synopsis EXPENSE INFORMATION
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information
4. General Description of SCUDDER TAX FREE MONEY FUND--Investment Objectives
Registrant and Policies, Investments
ADDITIONAL INFORMATION ABOUT POLICIES AND
INVESTMENTS
FUND ORGANIZATION
5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser; Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
5A. Management's Discussion NOT APPLICABLE
of Fund Performance
6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--
Securities Dividends and capital gains distributions
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--Toll-free Telephone Service and
Information, T.D.D. Service for the Hearing Impaired,
Dividend reinvestment plan
HOW TO CONTACT SCUDDER
7. Purchase of Securities PURCHASES
Being Offered TRANSACTION INFORMATION--Purchasing shares
INVESTMENT PRODUCTS AND SERVICES
FUND ORGANIZATION--Underwriter
8. Redemption or EXCHANGES AND REDEMPTIONS
Repurchase TRANSACTION INFORMATION--Redeeming shares
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 1
<PAGE>
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and ORGANIZATION OF THE FUNDS
History
13. Investment Objectives and THE FUNDS AND THEIR OBJECTIVE
Policies
14. Management of the Fund TRUSTEES AND OFFICERS
REMUNERATION
15. Control Persons and Principal TRUSTEES AND OFFICERS
Holders of Securities
16. Investment Advisory and INVESTMENT ADVISER
Other Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information
17. Brokerage Allocation and PORTFOLIO TRANSACTIONS--Brokerage
Other Practices
18. Capital Stock and Other ORGANIZATION OF THE FUNDS
Securities
19. Purchase, Redemption and PURCHASES
Pricing of Securities Being EXCHANGES AND REDEMPTIONS
Offered FEATURES AND SERVICES OFFERED BY THE FUNDS-- Capital
Dividend and Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE
20. Tax Status DIVIDENDS
TAXES
21. Underwriters DISTRIBUTOR
22. Calculation of Performance PERFORMANCE INFORMATION
Data
23. Financial Statements FINANCIAL STATEMENTS
</TABLE>
Cross Reference - Page 2
<PAGE>
This combined prospectus sets forth concisely the information a prospective
investor should know before investing in the following funds: Scudder Tax Free
Money Fund; Scudder Limited Term Tax Free Fund and Scudder Medium Term Tax Free
Fund, each a series of Scudder Tax Free Trust; Scudder Managed Municipal Bonds
and Scudder High Yield Tax Free Fund, each a series of Scudder Municipal Trust.
All three Trusts are open-end management investment companies. Please retain
this prospectus for future reference.
Shares of the Funds are not insured or guaranteed by the U.S. Government.
Scudder Tax Free Money Fund seeks to maintain a constant net asset value of
$1.00 per share but there can be no assurance that the stable net asset value
will be maintained.
SCUDDER HIGH YIELD TAX FREE FUND INVESTS PREDOMINANTLY IN LOWER QUALITY BONDS,
COMMONLY REFERRED TO AS JUNK BONDS. BONDS OF THIS TYPE ARE CONSIDERED TO BE
SPECULATIVE WITH REGARD TO THE PAYMENT OF INTEREST AND RETURN OF PRINCIPAL.
PURCHASERS SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN INVESTMENT IN
THE FUND.
If you require more detailed information, the Funds' Statement of Additional
Information dated May 1, 1997, as amended from time to time, may be obtained
without charge by writing Scudder Investor Services, Inc., Two International
Place, Boston, MA 02110-4103 or calling 1-800-225-2470. The Statement, which is
incorporated by reference into this prospectus, has been filed with the
Securities and Exchange Commission and is available along with other related
materials on the SEC's Internet web site (http://www.sec.gov).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS COMBINED PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Contents--see page 10.
Scudder Tax Free
Money Fund
Scudder Limited Term
Tax Free Fund
Scudder Medium Term
Tax Free Fund
Scudder Managed
Municipal Bonds
Scudder High Yield
Tax Free Fund
- ------------------------------------
May 1, 1997
Prospectus
Five pure no-load(TM) (no sales charges) mutual funds seeking tax-free income
through different investment objectives.
<PAGE>
Expense information
How to compare a Scudder pure no-load(TM) fund
This information is designed to help you understand the various costs and
expenses of investing in Scudder Tax Free Money Fund and Scudder Medium Term Tax
Free Fund. By reviewing this table and those in other mutual funds'
prospectuses, you can compare each Fund's fees and expenses with those of other
funds. With Scudder's pure no-load(TM) funds, you pay no commissions to purchase
or redeem shares, or to exchange from one fund to another. As a result, all of
your investment goes to work for you.
<TABLE>
<CAPTION>
1) Shareholder transaction expenses: Expenses charged directly to your
individual account in either Fund for various transactions.
Scudder Tax Free Scudder Medium
Money Fund Term Tax Free Fund
---------- ------------------
<S> <C> <C>
Sales commissions to purchase shares (sales load) NONE NONE
Commissions to reinvest dividends NONE NONE
Redemption fees NONE* NONE*
Fees to exchange shares NONE NONE
2) Annual Fund operating expenses: Expenses paid by either Fund before it
distributes its net investment income, expressed as a percentage of its
average daily net assets for the year ended December 31, 1996.
Investment management fees ____%+ ____%**
12b-1 fees NONE NONE
Other expenses ____% ____%
---- ----
Total Fund operating expenses ____%+ ____%**
==== ====
</TABLE>
Example
Based on the levels of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by each Fund before it distributes its
net investment income to shareholders. (As noted above, the Funds have no
redemption fees of any kind.)
One year $ -- $ --
Three years -- --
Five years -- --
Ten years -- --
See "Fund organization--Investment adviser" for further information about the
investment management fees. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.
* You may redeem by writing or calling the Funds or by Write-A-Check. If you
wish to receive redemption proceeds via wire, there is a $5 wire service
fee. For additional information, please refer to "Transaction
information--Redeeming shares."
** The Adviser waived a portion of its fee so that the Fund's total operating
expenses did not exceed ___% from January 1, 1995 to October 31, 1996. The
above table shows what the fees and expenses would have been if the Adviser
had not agreed to waive a portion of its fee. Actual expenses charged for
the year ended December 31, 1996, after waiver, equaled ___% of average
daily net assets.
+ Until April 30, 1997, the Adviser has agreed to waive a portion of its fee
to the extent necessary so that the total annualized expenses of the Fund
do not exceed 0.65% of average daily net assets. The above table shows what
the fees and expenses would have been if the Adviser had agreed to waive a
portion of its fee for the fiscal year ended December 31, 1995. Actual
expenses charged for the fiscal year ended December 31, 1995 were:
investment management fee 0.50%, other expenses 0.25% and total operating
expenses 0.75%.
2
<PAGE>
Expense information
How to compare a Scudder pure no-load(TM) fund
This information is designed to help you understand the various costs and
expenses of investing in Scudder Managed Municipal Bonds and Scudder High Yield
Tax Free Fund. By reviewing this table and those in other mutual funds'
prospectuses, you can compare each Fund's fees and expenses with those of other
funds. With Scudder's pure no-load(TM) funds, you pay no commissions to purchase
or redeem shares, or to exchange from one fund to another. As a result, all of
your investment goes to work for you.
<TABLE>
<CAPTION>
1) Shareholder transaction expenses: Expenses charged directly to your
individual account in either Fund for various transactions.
Scudder Managed Scudder High Yield
Municipal Bonds Tax Free Fund
--------------- -------------
<S> <C> <C>
Sales commissions to purchase shares (sales load) NONE NONE
Commissions to reinvest dividends NONE NONE
Redemption fees NONE* NONE*
Fees to exchange shares NONE NONE
2) Annual Fund operating expenses: Expenses paid by either Fund before it
distributes its net investment income, expressed as a percentage of its
average daily net assets for the year ended December 31, 1996.
Investment management fees ____%+ ____%**
12b-1 fees NONE NONE
Other expenses ____% ____%
---- ----
Total Fund operating expenses ____%+ ____%**
==== ====
</TABLE>
Example
Based on the levels of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by each Fund before it distributes its
net investment income to shareholders. (As noted above, the Funds have no
redemption fees of any kind.)
One year $ -- $ --
Three years -- --
Five years -- --
Ten years -- --
See "Fund organization--Investment adviser" for further information about the
investment management fees. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.
* You may redeem by writing or calling the Funds. If you wish to receive
redemption proceeds via wire, there is a $5 wire service fee. For
additional information, please refer to "Transaction information--Redeeming
shares."
** The Adviser waived a portion of its fee so that the Fund's total operating
expenses did not exceed ____% from January 1, 1995 to April 30, 1997. The
above table shows what the fees and expenses would have been if the Adviser
had not agreed to waive a portion of its fee. Actual expenses charged for
the year ended December 31, 1996, after waiver, equaled 0.80% of average
daily net assets.
3
<PAGE>
Expense information
How to compare a Scudder pure no-load(TM) fund
This information is designed to help you understand the various costs and
expenses of investing in Scudder Limited Term Tax Free Fund (the "Fund"). By
reviewing this table and those in other mutual funds' prospectuses, you can
compare the Fund's fees and expenses with those of other funds. With Scudder's
pure no-load(TM) funds, you pay no commissions to purchase or redeem shares, or
to exchange from one fund to another. As a result, all of your investment goes
to work for you.
1) Shareholder transaction expenses: Expenses charged directly to your
individual account in the Fund for various transactions.
Scudder Limited Term
Tax Free Fund
-------------
Sales commissions to purchase shares (sales load) NONE
Commissions to reinvest dividends NONE
Redemption fees NONE*
Fees to exchange shares NONE
2) Annual Fund operating expenses: Expenses paid by the Fund before it
distributes its net investment income, expressed as a percentage of the
Fund's average daily net assets for the fiscal year ended October 31, 1996.
Investment management fee (after waiver) 0.53%**
12b-1 fees NONE
Other expenses (after reimbursement) 0.22%**
----
Total Fund operating expenses 0.75%**
====
Example
Based on the level of Fund operating expenses listed above, the total expenses
relating to a $1,000 investment, assuming a 5% annual return and redemption at
the end of each period, are listed below. Investors do not pay these expenses
directly; they are paid by the Fund before it distributes its net investment
income to shareholders. (As noted above, the Fund has no redemption fees of any
kind.)
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$8 $24 $42 $93
See "Fund organization--Investment adviser" for further information about the
investment management fee. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.
* You may redeem by writing or calling the Fund or by Write-A-Check. If you
wish to receive your redemption proceeds via wire, there is a $5 wire
service fee. For additional information, please refer to "Transaction
information--Redeeming shares."
** Until December 31, 1997, the Adviser has agreed to reimburse Fund operating
expenses and waive a portion of its fee to the extent necessary so that the
total annualized expenses of the Fund do not exceed 0.75% of average daily
net assets. If the Adviser had not agreed to reimburse operating expenses
and waive a portion of its fee so that the total annualized expenses of the
Fund did not exceed 0.50% for the period September 1, 1995 to April 30,
1996, 0.75% for the period May 1, 1996 to December 31, 1997, Fund expenses
would have been: investment management fee 0.60%, other expenses 0.22% and
total operating expenses 0.82% for the fiscal year ended October 31, 1996.
4
<PAGE>
Financial highlights
Scudder Tax Free Money Fund
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning ---------------------------------------------------------------------------------
of period ...................... $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
---------------------------------------------------------------------------------
Net investment income ............ .029 .032 .022 .018 .025 .041 .053 .057 .046 .040
Less distributions from net
investment income .............. (.029) (.032) (.022) (.018) (.025) (.041) (.053) (.057) (.046) (.040)
---------------------------------------------------------------------------------
Net asset value, end of period ... $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
- ----------------------------------------------------------------------------------------------------------------------
Total Return (%) ................. 2.91 3.27 2.26 1.86 2.54 4.20 5.44 5.83 4.73 4.03
Ratios and Supplemental Data
Net assets, end of period
($ millions) ................... 220 239 257 222 267 279 303 279 358 390
Ratio of operating expenses net,
to average daily net assets (%). .70 .75 .77 .75 .73 .70 .72 .70 .67 .66
Ratio of operating expenses
before expense reductions to
average daily net assets ....... .75 .75 .77 .75 .73 .70 .72 .70 .67 .66
Ratio of net investment income
to average daily net assets (%). 2.86 3.21 2.24 1.84 2.53 4.12 5.30 5.67 4.61 4.03
</TABLE>
5
<PAGE>
Financial highlights
Scudder Medium Term Tax Free Fund
The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.
If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Semiannual Report dated June 30, 1996 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.
<TABLE>
<CAPTION>
Six Months
Ended
June 30, Years Ended December 31,
1996 ------------------------------------------------------------------------------------
(Unaudited) 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period .................. $11.26 $10.39 $11.36 $10.86 $10.62 $10.11 $10.04 $10.02 $10.07 $10.34 $10.03
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment
operations:
Net investment
income (a) ............... .26 .54 .53 .60 .65 .67 .54 .56 .54 .54 .62
Net realized and
unrealized gain (loss)
on investments ........... (.32) .92 (.92) .56 .27 .52 .07 .02 (.05) (.22) .41
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ................. (.06) 1.46 (.39) 1.16 .92 1.19 .61 .58 .49 .32 1.03
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
From net investment
income .................... (.26) (.54) (.53) (.60) (.65) (.67) (.54) (.56) (.54) (.54) (.62)
From net realized
gains on investments ...... (.02) (.05) (.05) (.06) (.03) (.01) -- -- -- (.05) (.10)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ........ (.28) (.59) (.58) (.66) (.68) (.68) (.54) (.56) (.54) (.59) (.72)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period .................... $10.92 $11.26 $10.39 $11.36 $10.86 $10.62 $10.11 $10.04 $10.02 $10.07 $10.34
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (%) (b) ........ (.56)** 14.32 (3.50) 10.94 8.93 12.13 6.29 6.00 4.92 3.23 10.54
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
($ millions) ............... 671 712 701 1,017 661 268 27 54 99 125 104
Ratio of operating expenses
net, to average daily net
assets (%) (a) ............. .73* .70 .63 .14 -- -- .97 .91 .79 .80 .82
Ratio of net investment income
to average daily net
assets (%) ................. 4.77* 4.92 4.94 5.35 6.07 6.44 5.37 5.62 5.05 5.37 6.00
Portfolio turnover
rate (%) ................... 12.1* 36.1 33.8 37.3 22.4 14.0 116.9 15.7 31.2 32.6 44.3
(a) Portion of expenses
reimbursed by
the Adviser ............ $ -- $ -- $ -- $.005 $ .014 $.020 $ .001 $ -- $ -- $ -- $ --
Management fee and
other fees not
imposed ................ $ -- $.003 $ .01 $.063 $ .064 $.062 $ .002 $ -- $ -- $ -- $ --
</TABLE>
Annualized ratio of operating expenses, including expenses reimbursed,
management fee and other expenses not imposed, to average daily net assets
aggregated 0.72%, 0.71%, 0.75%, 0.80%, 0.88% and 1.00% for the years ended
December 31, 1995, 1994, 1993, 1992, 1991 and 1990, respectively.
(b) Total returns may have been higher due to maintenance of the Fund's
expenses.
On November 1, 1990, the Fund adopted its present name and objective. Prior
to that date, the Fund was known as the 1990 Portfolio of the Scudder Tax
Free Target Fund and its objective was to provide high tax-free income and
current liquidity. Financial information for each of the five years in the
period ended December 31, 1990 should not be considered representative of
the present Fund.
* Annualized
** Not annualized
6
<PAGE>
Financial highlights
Scudder Managed Municipal Bonds
The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.
If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Semiannual Report dated June 30, 1996 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.
<TABLE>
<CAPTION>
Six Months Ended Years Ended December 31,
June 30, 1996 ---------------------------------------------------------------------------------------
(Unaudited) 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---------- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period ... $ 8.94 $ 8.07 $ 9.09 $ 8.72 $8.80 $ 8.45 $8.54 $ 8.60 $ 8.24 $8.93 $ 8.40
------ ------ ------ ------ ----- ------ ----- ------ ------ ----- ------
Income from investment
operations:
Net investment
income ............... .23 .48 .46 .47 .51 .53 .55 .59 .60 .61 .61
Net realized and
unrealized gain
(loss) on investment
transactions ......... (.33) .87 (1.00) .66 .25 .47 -- .33 .38 (.58) .77
------ ------ ------ ------ ----- ------ ----- ------ ------ ----- ------
Total from investment
operations ............ (.10) 1.35 (.54) 1.13 .76 1.00 .55 .92 .98 .03 1.38
------ ------ ------ ------ ----- ------ ----- ------ ------ ----- ------
Less distributions:
From net investment
income ............... (.23) (.48) (.46) (.47) (.51) (.53) (.55) (.59) (.60) (.61) (.61)
From net realized
gains on investment
transactions ......... -- -- -- (.29) (.33) (.12) (.09) (.39) (.02) (.11) (.24)
In excess of net
realized gains ....... -- -- (.02) -- -- -- -- -- -- -- --
------ ------ ------ ------ ----- ------ ----- ------ ------ ----- ------
Total distributions ... (.23) (.48) (.48) (.76) (.84) (.65) (.64) (.98) (.62) (.72) (.85)
------ ------ ------ ------ ----- ------ ----- ------ ------ ----- ------
Net asset value,
end of period ......... $ 8.61 $ 8.94 $ 8.07 $ 9.09 $8.72 $ 8.80 $8.45 $ 8.54 $ 8.60 $8.24 $ 8.93
====== ====== ====== ====== ===== ====== ===== ====== ====== ===== ======
TOTAL RETURN (%) ....... (1.17)** 17.12 (6.04) 13.32 8.98 12.23 6.77 11.19 12.27 .34 16.84
RATIOS AND
SUPPLEMENTAL DATA
Net assets, end of
period ($ millions) ... 739 775 709 910 830 796 719 691 635 592 663
Ratio of operating
expenses to average
daily net assets (%) .. .64* .63 .63 .63 .63 .64 .61 .62 .61 .63 .58
Ratio of net investment
income to average
daily net assets (%) .. 5.21* 5.59 5.41 5.21 5.76 6.16 6.61 6.78 7.13 7.20 6.88
Portfolio turnover
rate (%) .............. 16.6* 17.8 33.7 52.8 59.6 32.4 72.1 89.8 75.5 73.5 78.0
* Annualized
** Not annualized
</TABLE>
7
<PAGE>
Financial highlights
Scudder High Yield Tax Free Fund
The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.
If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Semiannual Report dated June 30, 1996 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.
<TABLE>
<CAPTION>
Six Months
Ended
June 30, Years Ended December 31,
1996 -------------------------------------------------------------------------------------
(Unaudited) 1995 1994 1993 1992 1991 1990 1989 1988
----------- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period .................... $ 12.19 $ 10.86 $ 12.55 $ 11.90 $ 11.67 $ 11.19 $ 11.35 $ 11.06 $ 10.52
-------- -------- -------- -------- -------- -------- -------- -------- --------
Income from investment
operations:
Net investment income (a) .... .33 .68 .70 .67 .72 .76 .77 .76 .83
Net realized and unrealized
gain (loss) on investments .. (.50) 1.37 (1.73) .93 .50 .69 (.11) .35 .54
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total from investment
operations ................... (.17) 2.05 (1.03) 1.60 1.22 1.45 .66 1.11 1.37
-------- -------- -------- -------- -------- -------- -------- -------- --------
Less distributions:
From net investment income ... (.33) (.72) (.66) (.67) (.72) (.76) (.77) (.76) (.83)
From net realized gains on
investment transactions ..... -- -- -- (.21) (.27) (.21) (.05) (.06) --
In excess of net realized
gains on investment
transactions ................ -- -- -- (.07) -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total distributions ............ (.33) (.72) (.66) (.95) (.99) (.97) (.82) (.82) (.83)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net asset value, end of period . $ 11.69 $ 12.19 $ 10.86 $ 12.55 $ 11.90 $ 11.67 $ 11.19 $ 11.35 $ 11.06
======== ======== ======== ======== ======== ======== ======== ======== ========
TOTAL RETURN (%) ............... (1.37)** 19.28 (8.38) 13.85 10.88 13.36 6.02 10.32 13.48
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of
period ($ millions) .......... 289 304 260 317 204 160 129 114 74
Ratio of operating expenses
net, to average daily net
assets (%) (a) ............... .85* .80 .80 .92 .98 1.00 1.00 1.00 .67
Ratio of net investment
income to average daily
net assets (%) ............... 5.65* 5.77 6.01 5.38 6.10 6.65 6.88 6.72 7.65
Portfolio turnover rate (%) .... 24.9* 27.3 34.3 56.4 56.6 45.5 33.4 75.8 36.7
(a) Reflects a per share
amount of expenses,
exclusive of management
fees, reimbursed by the
Adviser of ................ $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ .010
Reflects a per share
amount of management
fee not imposed by the
Adviser of ................ $ .01 $ .02 $ .02 $ .01 $ -- $ -- $ .01 $ .01 $ .05
Operating expense ratio
before expense
reductions (%) ............ .93* .94 .97 .98 .99 1.04 1.09 1.15 1.25
* Annualized ** Not annualized
</TABLE>
For the Period
January 22, 1987
(commencement
of operations) to
December 31,
1987
-----------------
Net asset value, beginning
of period .................... $ 12.00
--------
Income from investment
operations:
Net investment income (a) .... .78
Net realized and unrealized
gain (loss) on investments .. (1.48)
--------
Total from investment
operations ................... (.70)
--------
Less distributions:
From net investment income ... (.78)
From net realized gains on
investment transactions ..... --
In excess of net realized
gains on investment
transactions ................ --
--------
Total distributions ............ (.78)
--------
Net asset value, end of period . $ 10.52
========
TOTAL RETURN (%) ............... (5.81)**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of
period ($ millions) .......... 36
Ratio of operating expenses
net, to average daily net
assets (%) (a) ............... .40*
Ratio of net investment
income to average daily
net assets (%) ............... 8.45*
Portfolio turnover rate (%) .... 131.8*
(a) Reflects a per share
amount of expenses,
exclusive of management
fees, reimbursed by the
Adviser of ................ $ .066
Reflects a per share
amount of management
fee not imposed by the
Adviser of ................ $ .06
Operating expense ratio
before expense
reductions (%) ............ 1.80*
* Annualized ** Not annualized
8
<PAGE>
Financial highlights
Scudder Limited Term Tax Free Fund
The following table includes selected data for a share outstanding throughout
the period and other performance information derived from the audited financial
statements.
If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated October 31, 1996 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.
<TABLE>
<CAPTION>
For the
Period
February 15,
1994
(commencement
of operations) to
Years Ended October 31, October 31,
1996 1995 1994
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period .......... $12.01 $11.67 $12.00
--------------------------------------------
Income from investment operations:
Net investment income ......................... .53 .56 .38
Net realized and unrealized gain (loss) on
investments ................................ (.02) .34 (.33)
--------------------------------------------
Total from investment operations .............. .51 .90 .05
--------------------------------------------
Less distributions from:
Net investment income ......................... (.53) (.56) (.38)
Net realized gain on investment transactions .. (.01) -- --
--------------------------------------------
Total distributions ........................... (.54) (.56) (.38)
--------------------------------------------
--------------------------------------------
Net asset value, end of period ................ $11.98 $12.01 $11.67
- -----------------------------------------------------------------------------------------------
Total Return (%) (a) .......................... 4.33 7.94 .44**
Ratios and Supplemental Data
Net assets, end of period ($ millions) ........ 124 122 68
Ratio of operating expenses, net to average
daily net assets (%) ....................... .63 .23 --
Ratio of operating expenses before expense
reductions, to average daily net assets .... .82 .85 1.29*
Ratio of net investment income to average daily
net assets (%) ............................. 4.46 4.78 4.84*
Portfolio turnover rate (%) ................... 37.7 37.5 36.3*
</TABLE>
(a) Total returns would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized
9
<PAGE>
A message from Scudder's chairman
Scudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of
Funds, was founded in 1919. We offered America's first no-load mutual fund in
1928. Today, we manage in excess of $115 billion for many private accounts and
over 50 mutual fund portfolios. We manage the mutual funds in a special program
for the American Association of Retired Persons, as well as the fund options
available through Scudder Horizon Plan, a tax-advantaged variable annuity. We
also advise The Japan Fund and nine closed-end funds that invest in countries
around the world.
The Scudder Family of Funds is designed to make investing easy and less costly.
It includes money market, tax free, income and growth funds as well as IRAs,
401(k)s, Keoghs and other retirement plans.
Services available to all shareholders include toll-free access to the
professional service representatives of Scudder Investor Relations, easy
exchange among funds, shareholder reports, informative newsletters and the
walk-in convenience of Scudder Funds Centers.
All Scudder mutual funds are pure no-load(TM). This means you pay no commissions
to purchase or redeem your shares or to exchange from one fund to another. There
are no "12b-1" fees either, which many other funds now charge to support their
marketing efforts. All of your investment goes to work for you. We look forward
to welcoming you as a shareholder.
/s/Daniel Pierce
Scudder tax free funds
Five pure no-load(TM) (no sales charges) mutual funds seeking tax-free income
through different investment objectives:
o Scudder Tax Free Money Fund
o Scudder Limited Term Tax Free Fund
o Scudder Medium Term Tax Free Fund
o Scudder Managed Municipal Bonds
o Scudder High Yield Tax Free Fund
Contents
Investment characteristics 11
Scudder Tax Free Money Fund 12
Scudder Limited Term Tax Free Fund 14
Scudder Medium Term Tax Free Fund 15
Scudder Managed Municipal Bonds 16
Scudder High Yield Tax Free Fund 18
Selecting among the Funds 19
Purchases 20
Exchanges and redemptions 21
Additional information about policies
and investments 22
Distribution and performance information 26
Fund organization 27
Summary of important features 29
Transaction information 30
Shareholder benefits 34
Trustees and Officers 37
Investment products and services 38
How to contact Scudder 39
Purchases 40
10
<PAGE>
Investment characteristics
Scudder Tax Free Money Fund, Scudder Limited Term Tax Free Fund, Scudder Medium
Term Tax Free Fund, Scudder Managed Municipal Bonds and Scudder High Yield Tax
Free Fund (the "Funds") are tax-free income funds advised by Scudder, Stevens &
Clark, Inc. (the "Adviser"). The five Funds' prospectuses are presented together
so you can understand their important differences and decide which Fund or
combination of Funds is most suitable for your investment needs.
Tax-free income
The five Funds have different investment objectives and characteristics, yet
they all seek to provide income that is, in the opinion of bond counsel, free
from regular federal income tax, by investing in municipal securities. Municipal
securities include notes and bonds issued by states, cities and towns to raise
revenue for various public purposes.
Depending on your tax bracket, your return from these Funds may be substantially
higher than the after-tax return you would earn from comparable taxable
investments. The chart below shows what an investor would have to earn from a
comparable taxable investment to equal the tax-free yield provided by the Funds
for the period ended December 31, 1996.
Maturity of investments
A significant difference among these five Scudder tax-free funds is the average
maturity of their investments.
Scudder Tax Free Money Fund invests primarily in short-term municipal notes and
maintains a dollar-weighted average portfolio maturity of 90 days or less.
Scudder Limited Term Tax Free Fund invests primarily in shorter-term, high-grade
municipal debt securities and maintains a dollar-weighted average effective
maturity of between one and five years. Scudder Medium Term Tax Free Fund
invests primarily in high-grade intermediate-term municipal bonds (i.e., average
effective maturity of between five and 10 years). Scudder Managed Municipal
Bonds and Scudder High Yield Tax Free Fund each have flexible investment
policies regarding maturity, but both normally invest in long-term municipal
securities (i.e., more than 10 years). The yield and the potential for price
fluctuation are generally greater, the longer the maturity of the municipal
security.
<TABLE>
<CAPTION>
TAX-FREE YIELDS and CORRESPONDING TAXABLE EQUIVALENTS
Tax-Free Yield Taxable
for the 30-day period Equivalent Yield**
--------------------- ------------------
ended
-----
28% Tax 31% Tax 36% Tax 39.6% Tax
December 31, 1996 Bracket Bracket Bracket Bracket
----------------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Scudder Tax Free Money Fund* 3.30% 4.58% 4.78% 5.16% 5.46%
Scudder Limited Term Tax Free Fund 3.93% 5.46% 5.70% 6.14% 6.51%
Scudder Medium Term Tax Free Fund 4.35% 6.04% 6.30% 6.80% 7.20%
Scudder Managed Municipal Bonds 4.73% 6.57% 6.86% 7.39% 7.83%
Scudder High Yield Tax Free Fund 5.21% 7.24% 7.55% 8.14% 8.63%
</TABLE>
* The tax-free yield for Scudder Tax Free Money Fund is for the seven-day
period ended December 31, 1996.
** Based on federal income tax rates in effect for the 1996 taxable year.
The yield levels of tax-free and taxable investments continuously change.
Before investing in a Scudder tax-free fund, you may want to compare its
yield to the after-tax yield of an investment paying taxable income.
For up-to-date yield information on these Scudder tax-free funds,
shareholders can call SAIL, Scudder Automated Information Line, toll-free,
at any time: 1-800-343-2890.
11
<PAGE>
Investment characteristics (cont'd)
Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund have
historically had the highest yields of the five Funds since these Funds usually
have the longest average maturities. Scudder Tax Free Money Fund, which seeks to
maintain a share price of $1.00 and invests in shorter-term securities, offers
the greatest capital protection of these five Funds.
Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund, Scudder
Managed Municipal Bonds and Scudder High Yield Tax Free Fund are designed to
offer, on average, more income than Scudder Tax Free Money Fund. Scudder Limited
Term Tax Free Fund and Scudder Medium Term Tax Free Fund offer greater price
stability but lower yield potential than Scudder Managed Municipal Bonds and
Scudder High Yield Tax Free Fund. This price stability reduces the impact of
interest rate changes on the Fund's share price, but does not eliminate credit
risk.
Other factors in addition to maturity affect the yield and price fluctuation of
each Fund, including the absolute level of interest rates, the relationship
among short-, medium- and long-term interest rates, the quality of the Fund's
investments and the Fund's expenses. The share prices of Scudder Limited Term
Tax Free Fund, Scudder Medium Term Tax Free Fund, Scudder Managed Municipal
Bonds and Scudder High Yield Tax Free Fund tend to rise as interest rates
decline and decline as interest rates rise.
Except as otherwise indicated, each Fund's investment objectives and policies
are not fundamental and may be changed without a vote of shareholders. If there
is a change in investment objective, shareholders should consider whether that
Fund remains an appropriate investment in light of their then current financial
position and needs. There can be no assurance that each Fund's objectives will
be met.
Scudder Tax Free Money Fund
Investment objectives and policies
Scudder Tax Free Money Fund, a diversified open-end management investment
company, seeks to provide income exempt from regular federal income tax and
stability of principal through investments in municipal securities. All of the
Fund's investments are high quality, have a remaining maturity of 397 calendar
days or less and have minimal credit risk as determined by the Adviser. The
dollar-weighted average maturity of the Fund's portfolio is 90 days or less.
The Fund seeks to maintain a constant net asset value of $1.00 per share,
although in extreme circumstances this may not be possible. A small portion of
the income may be subject to regular federal, alternative minimum, state and
local income taxes.
Investments
All of the Fund's municipal securities must meet certain quality criteria at the
time of purchase. Generally, the Fund may purchase only securities which are
rated, or issued by an issuer rated, within the two highest quality rating
categories of two or more of the following rating agencies: Moody's Investors
Service, Inc. ("Moody's") (Aaa and Aa, MIG 1 and MIG 2, and P1 and P-2),
Standard & Poor's ("S&P") (AAA and AA, SP1+ and SP1, A1+ and A1 and A-2) and
Fitch Investors Service, Inc. ("Fitch") (AAA and AA, F1 and F2). Where only one
rating agency has rated a security (or its issuer), the Fund generally may
purchase that security as long as the rating falls within the categories
described above. Where a security (or its issuer) is unrated, the Fund may
purchase that security if, in the judgment of the Adviser, it is comparable in
quality to securities described above. All of the securities in which the Fund
may invest are dollar-denominated and must meet credit standards applied by the
Adviser pursuant to procedures established by the Trustees. Should an issue of
municipal securities
12
<PAGE>
cease to be rated or if its rating is reduced below the minimum required for
purchase by the Fund, the Adviser will dispose of any such security unless the
Trustees of the Fund determine that such disposal would not be in the best
interests of the Fund.
Amendments have been proposed to the federal rules regulating quality, maturity
and diversification requirements of money market funds, like the Fund. If the
amendments are adopted the Fund intends to comply with such new requirements.
The Fund may also invest in when-issued securities, whose market value may
involve an unrealized gain or loss prior to settlement. In addition the Fund may
invest, to a limited extent, in illiquid or restricted securities.
Municipal securities in which the Fund may invest include municipal notes,
short-term municipal bonds, variable rate demand instruments and tax-exempt
commercial paper. Municipal notes are generally used to provide for short-term
capital needs and generally have maturities of one year or less. Examples
include tax anticipation and revenue anticipation notes, which are generally
issued in anticipation of various seasonal revenues, bond anticipation notes,
and construction loan notes. Short-term municipal bonds may include general
obligation bonds, which are secured by the issuer's pledge of its faith, credit
and taxing power for payment of principal and interest, and revenue bonds, which
are generally paid from the revenues of a particular facility or a specific
excise tax or other source. Examples of taxable investments in which the Fund
may invest include obligations of corporate issuers, U.S. Treasury obligations,
U.S. Government obligations, money market instruments and repurchase agreements.
The Fund may invest more than 25% of its assets in industrial development or
other private activity bonds, subject to the Fund's fundamental investment
policies, and also subject to the Fund's 20% limitation on investing in
securities whose investment income is subject to the alternative minimum tax
("AMT" bonds) and the Fund's current intention not to invest in municipal
securities whose investment income is subject to regular federal income tax. For
purposes of the Fund's investment limitation regarding concentration of
investments in any one industry, industrial development or other private
activity bonds ultimately payable by companies within the same industry will be
considered as if they were issued by issuers in the same industry. The Fund's
distributions from interest on AMT bonds may be taxable depending upon an
investor's particular situation. (For more information please see the Statement
of Additional Information.)
It is a fundamental policy, which may not be changed without a vote of
shareholders, that at least 80% of the Fund's assets will normally be invested
in short-term municipal securities.
Under normal market conditions the Fund expects to invest 100% of its portfolio
securities in municipal securities. The Fund may, on a temporary basis, hold and
invest up to 20% of its assets in cash and cash equivalents and in temporary
investments of taxable securities with remaining maturities of 397 calendar days
or less. For temporary defensive purposes the Fund may invest more than 20% in
such investments. In 1996, all of the Fund's dividends were 100% federally
tax-exempt. The Fund may also invest in stand-by commitments and other puts,
repurchase agreements, reverse repurchase agreements, participation interests
and when-issued or forward delivery securities. See "Additional information
about policies and investments" for more information about these investment
techniques.
Investment objectives and policies
Scudder Limited Term Tax Free Fund, a diversified series of Scudder Tax Free
Trust, seeks to provide as high a level of income exempt from regular federal
income tax as is consistent with a high degree of principal stability. In
pursuing this goal, the Fund maintains a diversified portfolio of
13
<PAGE>
Scudder Limited Term Tax Free Fund
shorter-term, high-grade municipal debt securities with a dollar-weighted
average effective maturity of between one and five years. Within this
limitation, the Fund may not purchase individual securities with effective
maturities greater than 10 years at the time of purchase or issuance, whichever
is later. To the extent the Fund invests in higher-grade securities, it will be
unable to avail itself of opportunities for higher income which may be available
with lower-grade investments.
The Fund's price and yield can fluctuate daily in response to changing bond
market conditions.
Investments
The Fund invests in municipal securities that are debt obligations issued by or
on behalf of states, territories and possessions of the United States, the
District of Columbia and their subdivisions, agencies and instrumentalities, the
interest on which is, in the opinion of bond counsel, exempt from regular
federal income tax. These securities include municipal notes, which are
generally used to provide short-term capital needs and have maturities of one
year or less. Municipal notes include tax anticipation notes, revenue
anticipation notes, bond anticipation notes and construction loan notes.
The Fund may also invest in municipal bonds, which meet longer-term capital
needs and generally have maturities of more than one year when issued. Municipal
bonds include general obligation bonds which are secured by the issuer's pledge
of its faith, credit and taxing power for payment of principal and interest,
revenue bonds, industrial development and other private activity bonds.
The Fund purchases securities that it believes are attractive and competitive
values in terms of quality, yield and the relationship of current price to
maturity value. However, recognizing the dynamics of municipal obligation prices
in response to changes in general economic conditions, fiscal and monetary
policies, interest rate levels and market forces such as supply and demand for
various issues, the Adviser, subject to the Trustees' supervision, performs
credit analysis and manages the Fund's portfolio continuously, attempting to
take advantage of opportunities to improve total return, which is a combination
of income and principal performance over the long term.
For federal income tax purposes, the income earned from municipal securities may
be entirely tax-free, taxable or subject to only the alternative minimum tax.
However, the Fund has no current intention of investing in municipal securities
whose interest income is taxable or AMT bonds.
Normally, the Fund invests at least 65% of its net assets in municipal
securities which are rated within the three highest quality rating categories of
Moody's (Aaa, Aa and A), S&P or Fitch (AAA, AA and A) or equivalent ratings by
another nationally recognized statistical rating organization, or if unrated,
judged by the Fund's Adviser, Scudder, Stevens & Clark, Inc. ("Scudder"), to be
of comparable quality at the time of purchase. The Fund will not invest in any
debt security rated lower than Baa by Moody's, BBB by S&P or Fitch or of
equivalent quality as determined by the Adviser. The Fund may, however, invest
in a debt security so rated by one rating agency even though the security may be
rated lower by one or more of the other agencies.
Securities must also meet credit standards applied by the Adviser. Should the
rating of a portfolio security be downgraded after being purchased by the Fund,
the Adviser will determine whether it is in the best interest of the Fund to
retain or dispose of the security.
It is a fundamental policy, which may not be changed without a vote of
shareholders, that at least 80% of the Fund's total assets will normally be
invested in municipal securities and, under normal market conditions, the Fund
expects to invest 100% of its portfolio securities in
14
<PAGE>
municipal securities. However, if defensive considerations or an unusual
disparity between after-tax income on taxable and municipal securities makes it
advisable, up to 20% of the Fund's assets may be held in cash or invested in
short-term taxable investments, including U.S. Government obligations and money
market instruments. The Fund may temporarily invest more than 20% of its assets
in taxable securities during periods which, in the Adviser's opinion, require a
defensive position. A portion of the Fund's income may be subject to regular
federal, state and local income taxes.
The Fund may also invest in third party puts, municipal lease obligations,
variable rate demand instruments and when-issued or forward delivery securities,
may purchase warrants to purchase debt securities, and may also engage in
strategic transactions. See "Additional information about policies and
investments" for more information about these investment techniques.
Scudder Medium Term Tax Free Fund
Investment objectives and policies
Scudder Medium Term Tax Free Fund, a diversified series of Scudder Tax Free
Trust, seeks to provide a high level of income free from regular federal income
taxes and to limit principal fluctuation. The Fund is designed for investors
seeking a higher level of federally tax-free income than normally provided by
tax-free money market or other short-term investments, and more price stability
than investments in long-term municipal bonds.
The Fund will invest primarily in high-grade, intermediate-term municipal bonds.
The dollar-weighted average effective maturity of the Fund's portfolio will
range between five and 10 years. Within this limitation, the Fund may not
purchase individual securities with effective maturities greater than 15 years.
To the extent the Fund invests in high-grade securities, it will be unable to
avail itself of opportunities for higher income which may be available with
lower-grade investments.
Investments
The municipal securities in which the Fund may invest are debt obligations
issued by or on behalf of states, territories and possessions of the United
States, the District of Columbia and their subdivisions, agencies and
instrumentalities, the interest on which is exempt from federal income tax. Such
municipal securities include municipal notes, which are generally used to
provide short-term capital needs and have maturities of one year or less.
Municipal notes include tax anticipation notes, revenue anticipation notes, bond
anticipation notes and construction loan notes.
The Fund may also invest in municipal bonds, which meet longer-term capital
needs and generally have maturities of more than one year when issued. Municipal
bonds include general obligation bonds which are secured by the issuer's pledge
of its faith, credit and taxing power for payment of principal and interest,
revenue bonds, prerefunded bonds, industrial development and other private
activity bonds. The Fund may also invest in variable rate demand instruments.
The Fund may invest more than 25% of its assets in industrial development or
other private activity bonds, subject to the Fund's fundamental investment
policies, and also subject to the Fund's current intention not to invest in
municipal securities whose investment income is taxable or AMT bonds. For
purposes of the Fund's investment limitation regarding concentration of
investments in any one industry, industrial development or other private
activity bonds ultimately payable by companies within the same industry will be
considered as if they were issued by issuers in the same industry.
Normally, the Fund invests at least 65% of its net assets in municipal bonds
which are rated within the three highest quality rating categories of Moody's
(Aaa, Aa and A), S&P or Fitch (AAA,
15
<PAGE>
Scudder Medium Term Tax Free Fund (cont'd)
AA and A) or equivalent ratings by another nationally recognized statistical
rating organization, or if unrated, judged by the Adviser, to be of comparable
quality at the time of purchase. The Fund will not invest in any debt security
rated lower than Baa by Moody's, BBB by S&P or Fitch or of equivalent quality as
determined by the Adviser. The Fund may, however, invest in a debt security so
rated by one rating agency even though the security may be rated lower by one or
more of the other agencies.
Securities must also meet credit standards applied by the Adviser. Should the
rating of a portfolio security be downgraded after being purchased by the Fund,
the Adviser will determine whether it is in the best interest of the Fund to
retain or dispose of the security.
At least 80% of the Fund's total assets will normally be invested in municipal
bonds and, under normal market conditions, the Fund expects to invest 100% of
its portfolio securities in municipal securities. However, if defensive
considerations or an unusual disparity between after-tax income on taxable and
municipal securities makes it advisable, up to 20% of the Fund's assets may be
held in cash or invested in short-term taxable investments, including U.S.
Government obligations and money market instruments. The Fund may temporarily
invest more than 20% of its assets in taxable securities during periods which,
in the Adviser's opinion, require a defensive position. A portion of the Fund's
income may be subject to regular federal, state and local income taxes.
The Fund may also invest in stand-by commitments and other puts, repurchase
agreements, reverse repurchase agreements, municipal lease obligations, variable
rate demand instruments and when-issued or forward delivery securities, may
purchase warrants to purchase debt securities, and may also engage in strategic
transactions. See "Additional information about policies and investments" for
more information about these investment techniques.
Scudder Managed Municipal Bonds
Investment objectives and policies
Scudder Managed Municipal Bonds, a diversified series of Scudder Municipal
Trust, seeks to provide income exempt from regular federal income tax primarily
through investments in high-grade, long-term municipal securities.
The Fund attempts to take advantage of opportunities in the market caused by
such factors as temporary yield disparities among individual issues or classes
of securities in an effort to achieve better capital performance than that of an
unmanaged portfolio of municipal bonds.
A small portion of its income may be subject to regular federal, alternative
minimum, state and local income taxes.
Investments
It is a fundamental policy, which may not be changed without a vote of
shareholders, that at least 80% of the Fund's net assets will normally be
invested in municipal bonds. Under normal market conditions, the Fund expects to
invest 100% of its portfolio in municipal securities. The Fund has the
flexibility to invest in municipal securities with short-, medium- and long-term
maturities. During recent years, its portfolio has been invested primarily in
long-term municipal bonds.
The municipal securities in which the Fund may invest are issued by or on behalf
of states, territories and possessions of the United States and the District of
Columbia and their subdivisions, agencies and instrumentalities. The interest on
these securities is exempt from regular federal income tax. These municipal
securities include municipal notes, which are generally used to provide
short-term capital needs and have maturities of one year or less.
16
<PAGE>
Municipal notes include tax anticipation notes, revenue anticipation notes, bond
anticipation notes and construction loan notes. The Fund may also invest in
municipal bonds, which meet longer-term capital needs and generally have
maturities of more than one year when issued.
Municipal bonds include: general obligation bonds, which are secured by the
issuer's pledge of its faith, credit and taxing power for payment of principal
and interest; revenue bonds; prerefunded bonds; industrial development and
pollution control bonds. The Fund may also invest in other municipal securities
such as variable rate demand instruments.
The Fund may invest more than 25% of its assets in industrial development or
other private activity bonds, subject to the Fund's fundamental investment
policies, and also subject to the Fund's 20% limitation on investing in
municipal securities whose investment income is taxable or AMT bonds and the
Fund's current intention not to invest in municipal securities whose investment
income is subject to regular federal income tax. For purposes of the Fund's
investment limitation regarding concentration of investments in any one
industry, industrial development or other private activity bonds ultimately
payable by companies within the same industry will be considered as if they were
issued by issuers in the same industry.
Normally, the Fund invests at least 65% of its net assets in securities rated,
or issued by an issuer rated, within the three highest quality rating categories
of Moody's (Aaa, Aa and A), S&P or Fitch (AAA, AA and A) or equivalent ratings
by another nationally recognized statistical rating organization, or if unrated,
judged by the Adviser, to be of comparable quality at the time of purchase. The
Fund may invest up to 10% of its assets in debt securities rated lower than Baa
by Moody's, BBB by S&P or Fitch or of equivalent quality as determined by the
Adviser, but will not purchase bonds rated below B by Moody's, S&P or Fitch, or
their equivalent. Unrated obligations will be purchased only if they are
considered to be of a quality comparable to obligations rated as described above
and are readily marketable. Securities must also meet credit standards applied
by the Adviser. Should the rating of a portfolio security be downgraded after
being purchased by the Fund, the Adviser will determine whether it is in the
best interest of the Fund to retain or dispose of the security. If defensive
considerations or an unusual disparity between after-tax income on taxable and
municipal securities makes it advisable, up to 20% of the Fund's assets may be
held in cash or invested in short-term taxable investments, including U.S.
Government obligations and money market instruments. The Fund may invest more
than 20% of its assets in taxable securities to meet temporary liquidity
requirements.
The Fund may also invest in stand-by commitments and other puts, repurchase
agreements, municipal lease obligations, variable rate demand instruments and
when-issued or forward delivery securities, may purchase warrants to purchase
debt securities, and may also engage in strategic transactions. See "Additional
information about policies and investments" for more information about these
investment techniques.
Investment objectives and policies
Scudder High Yield Tax Free Fund, a diversified series of Scudder Municipal
Trust, seeks to provide a high level of income, exempt from regular federal
income tax, from an actively managed portfolio consisting primarily of
investment-grade municipal securities.
The Fund will invest at least 50% of its assets in municipal bonds rated, at the
time of purchase, within the four highest quality rating categories of Moody's
(Aaa, Aa, A or Baa), S&P or Fitch (AAA, AA, A or BBB), or their equivalents as
determined by the Adviser. The Fund may invest, however, up to 50% of its total
assets in bonds rated below Baa by Moody's or below BBB by S&P
17
<PAGE>
Scudder High Yield Tax Free Fund
or Fitch, or unrated securities considered to be of equivalent quality. The Fund
may not invest in bonds rated below B by Moody's, S&P or Fitch, or their
equivalent. Should the rating of a portfolio security be downgraded after being
purchased by the Fund, the Adviser will determine whether it is in the best
interest of the Fund to retain or dispose of the security.
High quality bonds, those within the two highest quality rating categories,
characteristically have a strong capacity to pay interest and repay principal.
Medium-grade bonds, those within the next two such categories, are defined as
having adequate capacity to pay interest and repay principal. Lower-grade bonds
(so-called "junk bonds"), those rated below Baa by Moody's or BBB by S&P or
Fitch, involve greater price variability and a higher degree of speculation with
respect to the payment of principal and interest. Although some have produced
higher yields in the past than the investment-grade bonds in which the Fund
primarily invests, lower-grade bonds are considered to be predominantly
speculative and, therefore, carry greater risk.
The Fund expects to invest primarily in medium-grade bonds. During periods
which, in the Adviser's opinion, require defensive investing, the Fund may
temporarily invest up to 100% of its assets in high-quality municipal securities
and high-quality short-term tax-exempt or taxable instruments.
Investments
It is a fundamental policy, which may not be changed without a vote of
shareholders, that at least 80% of the Fund's net assets will normally be
invested in municipal securities. Under normal market conditions, the Fund
expects to invest 100% of its portfolio assets in municipal securities, the
interest income from which is, in the opinion of bond counsel, free from regular
federal income tax. These municipal securities are debt obligations issued by or
on behalf of states, territories and possessions of the United States and the
District of Columbia and their subdivisions, agencies and instrumentalities.
Such municipal securities include municipal notes, which are generally used to
provide short-term capital needs, and have maturities of one year or less.
Municipal notes include tax anticipation notes, revenue anticipation notes and
construction loan notes.
The Fund may also invest in municipal bonds, which meet longer-term capital
needs and generally have maturities of more than one year when issued. Municipal
bonds include general obligation bonds, revenue bonds, prerefunded bonds,
industrial development and pollution control bonds. General obligation bonds and
notes are secured by the issuer's pledge of its full faith, credit and taxing
power for payment of principal and interest. Revenue bonds and notes are
generally paid from the revenues of a particular facility or a specific excise
tax or other revenue source. The Fund may also invest in other municipal
securities such as variable rate demand instruments. The Fund may invest more
than 25% of its assets in industrial development or other private activity
bonds, subject to the Fund's fundamental investment policies, and also subject
to the Fund's 20% limitation on investing in AMT bonds and the Fund's current
intention not to invest in municipal securities whose investment income is
subject to regular federal income tax. For purposes of the Fund's investment
limitation regarding concentration of investments in any one industry,
industrial development or other private activity bonds ultimately payable by
companies within the same industry will be considered as if they were issued by
issuers in the same industry.
Under normal market conditions, the Fund expects to invest principally in
municipal securities with long-term maturities (i.e., more than 10 years). The
Fund has the flexibility,
18
<PAGE>
however, to invest in municipal securities with short- and medium-term
maturities as well. The Fund may invest more than 20% of its total assets in
taxable securities to meet temporary liquidity requirements.
The Fund may also invest in stand-by commitments and other puts, repurchase
agreements, municipal lease obligations, variable rate demand instruments and
when-issued or forward delivery securities and may also engage in strategic
transactions. See "Additional information about policies and investments" for
more information about these investment techniques.
The Fund's distributions from interest on certain municipal securities may be
subject to the alternative minimum tax depending upon investors' particular
situations. However, no more than 20% of the Fund's net assets will normally be
invested in municipal securities whose interest income, when distributed to
shareholders, is subject to the individual alternative minimum tax. In addition,
state and local taxes may apply, depending on your state tax laws.
Selecting among the Funds
The five tax-free Funds discussed in this prospectus have been presented in the
order of their place on the risk/return spectrum--from the least-risk Scudder
Tax Free Money Fund to Scudder High Yield Tax Free Fund, which has the highest
risk but also the highest return potential of the five. Investors should choose
the Fund or Funds that best match their own tolerance for risk and requirements
for tax-free income.
Scudder Tax Free Money Fund can be appropriate for investors looking for income
at today's tax-free money market rates while enjoying stability of principal.
For many investors what is most appealing about this Fund is that it seeks to
maintain its share price at a constant net asset value of $1.00 per share. And
since it pays income that is normally 100% free from regular federal income tax,
investors normally retain the value of their initial investment, tax-free
earnings on that investment, plus earnings on those earnings, if dividends are
reinvested.
Scudder Limited Term Tax Free Fund is designed for investors seeking high
tax-free income consistent with a high degree of price stability. While price
and yield can fluctuate, the Fund may be appropriate for investors needing a
secondary cash reserve, monthly income or a long-term savings vehicle.
Investors may choose this Fund as an alternative to a tax-free money market
fund. While a tax-free money fund is managed for total price stability, it
generally offers lower and less stable yields than a short-term municipal bond
fund. Further, the Fund may appeal to investors concerned about market
volatility or the possibility of rising interest rates, who are willing to
accept somewhat lower yields than normally provided by a longer-term bond fund
in exchange for greater price stability.
Scudder Medium Term Tax Free Fund is designed for individual and institutional
investors who are looking for higher after-tax income than comparable taxable
investments can provide. The Fund seeks a higher level of income than tax-free
money market instruments normally offer, and greater price stability than is
generally available from longer-term municipal bonds. Over time, the Fund's
share price will fluctuate with changing market conditions. When interest rates
rise, the value of the securities held by this Fund will generally decline. A
fall in interest rates will usually lead to an increase in the value of those
securities. A fund with a maturity longer than Scudder Medium Term Tax Free Fund
will tend to have a higher yield but will exhibit greater share price
volatility; a fund with a shorter maturity will have a lower yield but offers
more price stability.
(Continued on page 22)
19
<PAGE>
<TABLE>
<CAPTION>
Purchases
<S> <C>
Opening Minimum initial investment: $2,500; IRAs $1,000
an account Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums.
See appropriate plan literature.
Make checks o By Mail Send your completed and signed application and check
payable to "The
Scudder Funds."
by regular mail to: or by express, registered,
or certified mail to:
The Scudder Funds Scudder Shareholder Service
P.O. Box 2291 Center
Boston, MA 42 Longwater Drive
02107-2291 Norwell, MA
02061-1612
o By Wire Please see Transaction information--Purchasing shares-- By
wire for details, including the ABA wire transfer number. Then call
1-800-225-5163 for instructions.
o In Person Visit one of our Funds Centers to complete your application with the help
of a Scudder representative. Funds Center locations are listed under
Shareholder benefits.
- ------------------------------------------------------------------------------------------------------------------------
Purchasing Minimum additional investment: $100; IRAs $50
additional Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums.
shares See appropriate plan literature.
Make checks o By Mail Send a check with a Scudder investment slip, or with a
payable to "The letter of instruction including your account number and the complete
Scudder Funds." Fund name, to the appropriate address listed above.
o By Wire Please see Transaction information--Purchasing shares-- By
wire for details, including the ABA wire transfer number.
o In Person Visit one of our Funds Centers to make an additional
investment in your Scudder fund account. Funds Center locations are
listed under Shareholder benefits.
o By Telephone Please see Transaction information--Purchasing shares--
By AutoBuy for more details.
o By Automatic You may arrange to make investments on a regular basis
Investment Plan through automatic deductions from your bank checking account.
($50 minimum) Please call 1-800-225-5163 for more information and an enrollment form.
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Exchanges and redemptions
<S> <C> <C>
Exchanging Minimum investments: $2,500 to establish a new account;
shares $100 to exchange among existing accounts
o By Telephone To speak with a service representative, call 1-800-225-5163 from
8 a.m. to 8 p.m. eastern time or to access SAIL(TM), Scudder's Automated
Information Line, call 1-800-343-2890 (24 hours a day).
o By Mail Print or type your instructions and include:
or Fax
- the name of the Fund and the account number you are exchanging from;
- your name(s) and address as they appear on your account;
- the dollar amount or number of shares you wish to exchange;
- the name of the Fund you are exchanging into;
- your signature(s) as it appears on your account; and
- a daytime telephone number.
Send your instructions
by regular mail to: or by express, registered, or by fax to:
or certified mail to:
The Scudder Funds Scudder Shareholder Service 1-800-821-6234
P.O. Box 2291 Center
Boston, MA 02107-2291 42 Longwater Drive
Norwell, MA 02061-1612
- ------------------------------------------------------------------------------------------------------------------------
Redeeming o By Telephone To speak with a service representative, call 1-800-225-5163 from
shares 8 a.m. to 8 p.m. eastern time or to access SAIL(TM), Scudder's Automated
Information Line, call 1-800-343-2890 (24 hours a day). You may have redemption
proceeds sent to your predesignated bank account, or redemption proceeds of up
to $100,000 sent to your address of record.
o By "Write- You may redeem shares by writing checks against your account balance as often as
A-Check" you like for at least $100, but not more than $5,000,000.
o By Mail Send your instructions for redemption to the appropriate address or fax number
or Fax above and include:
- the name of the Fund and account number you are redeeming from;
- your name(s) and address as they appear on your account;
- the dollar amount or number of shares you wish to redeem;
- your signature(s) as it appears on your account; and
- a daytime telephone number.
A signature guarantee is required for redemptions over $100,000.
See Transaction information--Redeeming shares.
o By Automatic You may arrange to receive automatic cash payments periodically. Call
Withdrawal 1-800-225-5163 for more information and an enrollment form.
Plan
</TABLE>
21
<PAGE>
Selecting among the Funds (cont'd)
(Continued from page 19)
Scudder Medium Term Tax Free Fund's emphasis on high-grade securities is also
expected to limit share price volatility. The Fund's professional managers will
attempt to take advantage of market opportunities to achieve a higher total
return than would be available from an unmanaged portfolio of intermediate-term
municipal bonds.
Scudder Managed Municipal Bonds provides income exempt from regular federal
income tax so investors will normally be able to keep 100% of their investment
income. Investors also benefit from ongoing analysis and professional management
by Scudder, Stevens & Clark, Inc.
Again, the Fund's professional managers attempt to take advantage of market
opportunities to achieve a higher total return than unmanaged portfolios of
municipal bonds. Typically, the Fund expects to have a higher yield than the
three tax-free funds described above because its portfolio is usually invested
in securities with longer maturities.
With its emphasis on investment-grade bonds, Scudder High Yield Tax Free Fund
offers a sensible approach to high tax-free yields. It is designed for investors
seeking the opportunity for yields higher than those normally offered by a fund
emphasizing investment in only highest-quality bonds, but unwilling to assume
the risk often associated with a fund emphasizing investment primarily in
non-investment-grade bonds. Depending on your tax bracket, you may earn a
substantially higher after-tax return from this Fund than from comparable
investments whose income is subject to federal taxes. For example, if you are a
high income taxpayer with a top federal income tax rate of 39.6% in 1996, you
would need to earn a taxable yield of ____% to receive after-tax income equal to
the ____% tax-free yield provided by Scudder High Yield Tax Free Fund for the
30-day period ended December 31, 1996.
The yield levels of tax-free and taxable investments continually change. Before
investing in any of these Funds, you should compare their yields to the
after-tax yields you would receive from comparable investments paying taxable
income.
The Adviser maintains a large fixed-income research staff, has a long tradition
of independent municipal bond credit analysis and has over $14 billion in
municipal bond assets under management. In addition, each Fund offers all the
benefits of the Scudder Family of Funds including free checkwriting for Scudder
Tax Free Money Fund, Scudder Limited Term Tax Free Fund and Scudder Medium Term
Tax Free Fund. Scudder, Stevens & Clark, Inc. manages a diverse family of pure
no-load(TM) funds and provides a wide range of services to help investors meet
their investment needs. Please refer to "Investment products and services" for
additional information.
Additional information about policies and investments
Investment restrictions
Each of the Funds has adopted certain fundamental policies which may not be
changed without a vote of shareholders and which are designed to reduce the
Funds' investment risk.
Each of the Funds may not borrow money except as a temporary measure for
extraordinary or emergency purposes. Each of the Funds, with the exception of
Scudder Medium Term Tax Free Fund, may not make loans except through the lending
of portfolio securities, the purchase of debt securities or through repurchase
agreements. Scudder Medium Term Tax Free Fund may not make loans except through
the purchase of debt securities or through repurchase agreements.
Scudder Limited Term Tax Free Fund may not make loans if the market value of
securities loaned exceeds 30% of the value of the Fund's total assets.
22
<PAGE>
A complete description of these and other policies and restrictions is contained
under "Investment Restrictions" in the Funds' Statement of Additional
Information.
When-issued securities
Each of the Funds may purchase securities on a when-issued or forward delivery
basis, for payment and delivery at a later date. The price and yield are
generally fixed on the date of commitment to purchase. During the period between
purchase and settlement, no interest accrues to the Fund. At the time of
settlement, the market value of the security may be more or less than the
purchase price.
Repurchase agreements
As a means of earning taxable income for periods as short as overnight, each of
the Funds, with the exception of Scudder Limited Term Tax Free Fund, may enter
into repurchase agreements with selected banks and broker/dealers. Under a
repurchase agreement, the Fund acquires securities, subject to the seller's
agreement to repurchase them at a specified time and price. Income from
repurchase agreements will be taxable when distributed to shareholders. See
"Risk factors."
Municipal lease obligations
Each of the Funds, with the exception of Scudder Tax Free Money Fund, may invest
in municipal lease obligations and participation interests in such obligations.
These obligations, which may take the form of a lease, an installment purchase
contract or a conditional sales contract, are issued by state and local
governments and authorities to acquire land and a wide variety of equipment and
facilities. Generally, the Funds will not hold such obligations directly, but
will purchase a certificate of participation or other participation interest in
a municipal obligation from a bank or other financial intermediary. A
participation interest gives each Fund a proportionate interest in the
underlying obligation.
Stand-by commitments and other puts
To facilitate liquidity, each of the Funds, with the exception of Scudder
Limited Term Tax Free Fund, may enter into "stand-by commitments" permitting
them to resell municipal securities to the original seller at a specified price.
Stand-by commitments generally involve no cost, and any costs would be, in any
event, limited to no more than 0.5% of the value of the assets of each Fund. Any
such costs may, however, reduce yield.
Third party puts
Each of the Funds may purchase long-term fixed-rate bonds that have been coupled
with an option granted by a third party financial institution allowing a Fund at
specified intervals (not exceeding 397 calendar days in the case of Scudder Tax
Free Money Fund) to tender (or "put") its bonds to the institution and receive
the face value thereof. These third party puts are available in several
different forms, may be represented by custodial receipts or trust certificates
and may be combined with other features such as interest rate swaps. See "Risk
factors."
Variable rate demand instruments
Each of the Funds may also invest in variable rate demand instruments. Variable
rate demand instruments are securities with long-stated maturities but demand
features that allow the holder to demand 100% of the principal plus interest
within one to seven days. The coupon varies daily, weekly or monthly with the
market. The price remains at par and this provides a great deal of stability to
the portfolio at market yields.
Strategic Transactions and derivatives
Each of the Funds, with the exception of Scudder Tax Free Money Fund, may, but
is not required to, utilize various other investment strategies as described
below to hedge various market risks (such as interest rates and broad or
specific market movements), to manage the effective maturity or duration of a
Fund's portfolio, or to enhance potential gain. These strategies may be
23
<PAGE>
Additional information about policies and investments (cont'd)
executed through the use of derivative contracts. Such strategies are generally
accepted as a part of modern portfolio management and are regularly utilized by
many mutual funds and other institutional investors. Techniques and instruments
may change over time as new instruments and strategies are developed or
regulatory changes occur.
In the course of pursuing these investment strategies, a Fund may purchase and
sell exchange-listed and over-the-counter put and call options on securities,
fixed-income indices and other financial instruments, purchase and sell
financial futures contracts and options thereon, and enter into various interest
rate transactions such as swaps, caps, floors or collars (collectively, all the
above are called "Strategic Transactions").
Strategic Transactions may be used without limit (except to the extent that 80%
of a Fund's net assets are required to be invested in tax-exempt municipal
securities, and as limited by its other investment restrictions) to attempt to
protect against possible changes in the market value of securities held in or to
be purchased for a Fund's portfolio resulting from securities markets
fluctuations, to protect a Fund's unrealized gains in the value of its portfolio
securities, to facilitate the sale of such securities for investment purposes,
to manage the effective maturity or duration of fixed-income securities in a
Fund's portfolio, or to establish a position in the derivatives markets as a
temporary substitute for purchasing or selling particular securities. Some
Strategic Transactions may also be used to enhance potential gain although no
more than 5% of a Fund's assets will be committed to Strategic Transactions
entered into for non-hedging purposes. Any or all of these investment techniques
may be used at any time and in any combination, and there is no particular
strategy that dictates the use of one technique rather than another, as use of
any Strategic Transaction is a function of numerous variables including market
conditions. The ability of a Fund to utilize these Strategic Transactions
successfully will depend on the Adviser's ability to predict pertinent market
movements, which cannot be assured. The Funds will comply with applicable
regulatory requirements when implementing these strategies, techniques and
instruments. Strategic Transactions involving financial futures and options
thereon will be purchased, sold or entered into only for bona fide hedging, risk
management or portfolio management purposes and not for speculative purposes.
Please refer to "Risk factors--Strategic Transactions and derivatives" for more
information.
Risk factors
The Funds' risks are determined by the nature of the securities held and the
portfolio management strategies used by the Adviser. The following are
descriptions of certain risks related to the investments and techniques that
certain Funds may use from time to time.
Debt securities. Securities rated Baa by Moody's or BBB by S&P or Fitch are
neither highly protected nor poorly secured. These securities normally pay
higher yields but involve potentially greater price variability than
high-quality securities. These securities are regarded as having adequate
capacity to repay principal and pay interest, although adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to do so. Moody's considers bonds it rates Baa to have speculative
elements as well as investment-grade characteristics.
Debt securities rated below Baa by Moody's or BBB by S&P or Fitch are considered
to be below investment grade. These types of high yield/high risk debt
obligations (commonly referred to as "junk bonds") are predominantly speculative
with respect to the capacity to pay interest and repay principal in accordance
with their terms
24
<PAGE>
and generally involve a greater risk of default and more volatility in price
than securities in higher rating categories. These debt instruments generally
offer a higher current yield than that available from higher grade issues, but
typically involve greater risk. Lower rated and unrated securities are
especially subject to adverse changes in general economic conditions, to changes
in the financial condition of their issuers, and to price fluctuation in
response to changes in interest rates. During periods of economic downturn or
rising interest rates, issuers of these instruments may experience financial
stress that could adversely affect their ability to make payments of principal
and interest and increase the possibility of default. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may also
decrease the values and liquidity of these securities, especially in a market
characterized by only a small amount of trading. Perceived credit quality in
this market can change suddenly and unexpectedly, and may not fully reflect the
actual risk posed by a particular lower rated or unrated security.
Repurchase agreements. If the seller under a repurchase agreement becomes
insolvent, the Fund's right to dispose of the securities may be restricted, or
the value of the securities may decline before the Fund is able to dispose of
them. In the event of the commencement of bankruptcy or insolvency proceedings
with respect to the seller of the securities before repurchase of the securities
under a repurchase agreement, the Fund may encounter delay and incur costs,
including a decline in the value of the securities, before being able to sell
the securities.
Third party puts. In connection with third party puts, the financial institution
granting the option does not provide credit enhancement, and typically if there
is a default on or significant downgrading of the bond or a loss of its
tax-exempt status, the put option will terminate automatically, the risk to the
Fund will be that of holding a long-term bond and, in the case of Scudder Tax
Free Money Fund, the weighted average maturity of the Fund's portfolio would be
adversely affected.
Municipal lease obligations. Municipal lease obligations and participation
interests in such obligations frequently have risks distinct from those
associated with general obligation or revenue bonds. Municipal lease obligations
are not secured by the governmental issuer's credit, and if funds are not
appropriated for lease payments, the lease may terminate, with the possibility
of default on the lease obligation and significant loss to the Funds. Although
"non-appropriation" obligations are secured by the leased property, disposition
of that property in the event of foreclosure might prove difficult, time
consuming and costly. In addition, the tax treatment of such obligations in the
event of non-appropriation is unclear. In evaluating the credit quality of a
municipal lease obligation that is unrated, the Adviser will consider a number
of factors including the likelihood that the governmental issuer will
discontinue appropriating funding for the leased property. For more information
please refer to the Funds' Statement of Additional Information.
Illiquid or restricted investments. The absence of a trading market can make it
difficult to ascertain a market value for illiquid or restricted investments.
Disposing of illiquid or restricted investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for the
Fund to sell them promptly at an acceptable price.
Strategic Transactions and derivatives. Strategic Transactions, including
derivative contracts, have risks associated with them including possible default
by the other party to the transaction, illiquidity and, to the extent the
Adviser's view as to certain market movements is incorrect, the risk that the
use of such Strategic Transactions could result in losses greater than if they
had not
25
<PAGE>
Additional information about policies and investments (cont'd)
been used. Use of put and call options may result in losses to a Fund, force the
purchase or sale of portfolio securities at inopportune times or for prices
higher than (in the case of put options) or lower than (in the case of call
options) current market values, limit the amount of appreciation a Fund can
realize on its investments or cause a Fund to hold a security it might otherwise
sell. The use of options and futures transactions entails certain other risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of a Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the use of futures contracts and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized. The Strategic Transactions that a Fund may
use and some of their risks are described more fully in the Funds' Statement of
Additional Information.
Distribution and performance information
Dividends and capital gains distributions
The Funds' dividends from net investment income are declared daily and
distributed monthly. The Funds intend to distribute net realized capital gains
after utilization of capital loss carryforwards, if any, in November or December
to prevent application of a federal excise tax. An additional distribution may
be made if required. Any dividends or capital gains distributions declared in
October, November or December with a record date in such a month and paid the
following January will be treated by shareholders for federal income tax
purposes as if received on December 31 of the calendar year declared.
According to preference, shareholders may receive distributions in cash or have
them reinvested in additional shares of the Fund.
Distributions of tax-exempt income are not subject to federal income taxes,
except for the possible applicability of the alternative minimum tax. However,
distributions may be subject to state and local income taxes. A portion of each
Fund's income, including income from repurchase agreements, gains from options,
and market discount bonds, may be taxable to shareholders as ordinary income.
Long-term capital gains distributions, if any, are taxable as long-term capital
gains regardless of the length of time shareholders have owned shares.
Short-term capital gains and any other taxable income distributions are taxable
as ordinary income. Distributions of tax-exempt income are taken into
consideration in computing the portion, if any, of Social Security and railroad
retirement benefits subject to federal and, in some cases, state taxes.
Each Fund sends detailed tax information about the amount and type of its
distributions to its shareholders by January 31 of the following year.
26
<PAGE>
Performance information
From time to time, quotations of the Funds' performance may be included in
advertisements, sales literature, or shareholder reports. All performance
figures are historical, show the performance of a hypothetical investment and
are not intended to indicate future performance.
The "SEC yield" of Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax
Free Fund, Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund
is an annualized expression of the net income generated by the Fund over a
specified 30-day (one month) period, as a percentage of a Fund's share price on
the last day of that period. This yield is calculated according to methods
required by the Securities and Exchange Commission (the "SEC"), and therefore
may not equate to the level of income paid to shareholders. "Total return" is
the change in value of an investment in a Fund for a specified period. The
"average annual total return" of a Fund is the average annual compound rate of
return of an investment in a Fund assuming the investment has been held for one
year, five years and ten years as of a stated ending date. (If the Fund has not
been in operation for at least ten years, the life of the Fund will be used
where applicable.) "Cumulative total return" represents the cumulative change in
value of an investment in any of the Funds for various periods. All types of
total return calculations assume that all dividends and capital gains
distributions during the period were reinvested in shares of the Funds. Each
Fund's tax-equivalent yield is calculated by determining the rate of return that
would have to be achieved on a fully taxable investment to produce the after-tax
equivalent of the Fund's yield, assuming certain tax brackets for a Fund
shareholder. Yields for all five Funds are expressed as annualized percentages.
The "effective SEC yield" of Scudder Tax Free Money Fund is expressed similarly
but, when annualized, the income earned by an investment in that Fund is assumed
to be reinvested and will reflect the effects of compounding. The yield of
Scudder Tax Free Money Fund refers to the income generated by an investment in
the Fund over a specified seven-day period.
Performance for any of the Funds will vary based upon, among other things,
changes in market conditions and the level of the Funds' expenses.
Fund organization
Scudder Tax Free Money Fund, Scudder Tax Free Trust and Scudder Municipal Trust
(the "Trusts") are open-end management investment companies registered under the
Investment Company Act of 1940 (the "1940 Act"). The Trusts were organized as
Massachusetts business trusts in October 1979, December 1982 and September 1976,
respectively. Scudder Limited Term Tax Free Fund and Scudder Medium Term Tax
Free Fund are diversified series of Scudder Tax Free Trust. Scudder High Yield
Tax Free Fund and Scudder Managed Municipal Bonds are diversified series of
Scudder Municipal Trust.
The activities of the Funds are supervised by their respective Boards of
Trustees. Shareholders have one vote for each share held on matters on which
they are entitled to vote. The Trusts are not required and have no current
intention of holding annual shareholder meetings, although special meetings may
be called for purposes such as electing or removing Trustees, changing
fundamental investment policies or approving an investment advisory contract.
Shareholders will be assisted in communicating with other shareholders in
connection with removing a Trustee as if Section 16(c) of the 1940 Act were
applicable.
The prospectuses of each of the five Funds are combined in this prospectus. Each
Fund offers only its own shares, yet it is possible that a Fund might become
liable for a misstatement or omission regarding another Fund. The Trustees of
each Trust have considered this and approved the use of a combined prospectus.
27
<PAGE>
Fund organization (cont'd)
Investment adviser
The Funds retain the investment management firm of Scudder, Stevens & Clark,
Inc., a Delaware corporation, to manage the Funds' daily investment and business
affairs subject to the policies established by their respective Boards of
Trustees. The Trustees have overall responsibility for the management of their
respective funds under Massachusetts law.
The management fee for Scudder Limited Term Tax Free Fund is 0.60% of the Fund's
average daily net assets on an annual basis.
The management fees for Scudder Tax Free Money Fund, Scudder Medium Term Tax
Free Fund, Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund
are graduated so that increases in a Fund's net assets may result in a lower fee
and decreases in a Fund's net assets may result in a higher fee.
The management fees are payable monthly, provided that each Fund will make such
interim payments as may be requested by the Adviser not to exceed 75% of the
amount of the fee then accrued on the books of the Fund and unpaid.
Until December 31, 1997, the Adviser has agreed not to impose all or a portion
of its investment management fee and to take other action, to the extent
necessary, to maintain the annualized expenses of Scudder Limited Term Tax Free
Fund at 0.75% of the Fund's average daily net assets.
Until April 30, 1997, the Adviser has agreed not to impose a portion of its
investment management fee and to take other action, to the extent necessary, to
maintain the annualized expenses of Scudder Tax Free Money Fund at 0.65% of the
Fund's average daily net assets.
For the year ended December 31, 1996, the Adviser received investment management
fees of ____% and ____%, ____% and ____% of the average daily net assets on an
annualized basis of Scudder Tax Free Money Fund, Scudder Managed Municipal
Bonds, Scudder Medium Term Tax Free Fund and Scudder High Yield Tax Free Fund,
respectively.
For the fiscal year ended October 31, 1996, the Adviser received an investment
management fee of 0.41% of the average daily net assets on an annualized basis
from Scudder Limited Term Tax Free Fund.
All of a Fund's expenses are paid out of gross investment income. Shareholders
pay no direct charges or fees for investment or administrative services.
Scudder, Stevens & Clark, Inc. is located at Two International Place, Boston,
Massachusetts.
Transfer agent
Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts 02107-2291, a
subsidiary of the Adviser, is the transfer, shareholder servicing and
dividend-paying agent for the Funds.
Underwriter
Scudder Investor Services, Inc., a subsidiary of the Adviser, is the Funds'
principal underwriter. Scudder Investor Services, Inc. confirms, as agent, all
purchases of shares of the Funds. Scudder Investor Relations is a telephone
information service provided by Scudder Investor Services, Inc.
Fund accounting agent
Scudder Fund Accounting Corporation, a subsidiary of the Adviser, is responsible
for determining the daily net asset value per share and maintaining the general
accounting records of the Funds.
Custodian
State Street Bank and Trust Company is the custodian for the Funds.
28
<PAGE>
Summary of important features
<TABLE>
<CAPTION>
Scudder Scudder Scudder Scudder Scudder
Tax Free Money Limited Term Medium Term Managed High Yield
Fund Tax Free Fund Tax Free Fund Municipal Bonds Tax Free Fund
---- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Investment o money market o higher and more o higher o income exempt o high tax-free
characteristics fund income stable level of tax-free from regular income
exempt from federally income than federal income
regular federal tax-free income generally tax
income tax than normally available from
provided by tax-free money
tax-free money market funds
market
investments
o stability of o more price o more price o net asset value o potentially
principal stability than stability than fluctuates with greater price
investments in investments in level of variability
long-term long-term interest rates
municipal bonds municipal bonds
Investments o short-term o shorter-term o intermediate- o primarily o primarily
municipal municipal term municipal long-term long-term
securities securities securities municipal municipal
securities securities
o dollar-weighted o dollar-weighted o
average average dollar-weighted
maturity of 90 effective average
days or less maturity of effective
between one and maturity of
five years between five
and ten years
Quality o 100% of o normally at o normally at o at least 75% of o at least 65% of
investments least 65% of least 80% of investments investments
rated within investments investments rated within rated within top
top two quality rated within rated within top three four quality
rating top three top three quality rating rating
categories, or quality rating quality rating categories, or categories, or
judged to be of categories, or categories, or equivalent equivalent
comparable equivalent equivalent
quality
o 100% of
municipal
securities
rated within
top four
quality rating
categories, or
equivalent
Dividends Dividends for all five funds are declared daily and paid
monthly. Shareholders may choose to reinvest their
dividends or receive them in cash.
</TABLE>
29
<PAGE>
Transaction information
Purchasing shares
Purchases are executed at the next calculated net asset value per share after
the Fund's transfer agent receives the purchase request in good order. Purchases
are made in full and fractional shares. (See "Share price.")
By check. If you purchase shares with a check that does not clear, your purchase
will be canceled and you will be subject to any losses or fees incurred in the
transaction. Checks must be drawn on or payable through a U.S. bank. If you
purchase shares by check and redeem them within seven business days of purchase,
the Fund may hold redemption proceeds until the purchase check has cleared. If
you purchase shares by federal funds wire, you may avoid this delay. Redemption
requests by telephone, or by "Write-A-Check" in the case of Scudder Tax Free
Money Fund, Scudder Limited Term Tax Free Fund and Scudder Medium Term Tax Free
Fund, prior to the expiration of the seven-day period will not be accepted.
By wire. To open a new account by wire, first call Scudder at 1-800-225-5163 to
obtain an account number. A representative will instruct you to send a
completed, signed application to the transfer agent. Accounts cannot be opened
without a completed, signed application and a Scudder fund account number.
Contact your bank to arrange a wire transfer to:
The Scudder Funds
State Street Bank and Trust Company
Boston, MA 02101
ABA Number 011000028
DDA Account 9903-5552
Your wire instructions must also include:
- -- the name of the fund in which the money is to be invested,
- -- the account number of the fund, and
- -- the name(s) of the account holder(s).
The account will be established once the application and money order are
received in good order.
You may also make additional investments of $100 or more to your existing
account by wire.
By "AutoBuy." If you elected "AutoBuy" for your account, you can call toll-free
to purchase shares. The money will be automatically transferred from your
predesignated bank checking account. Your bank must be a member of the Automated
Clearing House for you to use this service. If you did not elect "AutoBuy," call
1-800-225-5163 for more information.
To purchase additional shares, call 1-800-225-5163. Purchases must be for at
least $250 but not more than $250,000. Proceeds in the amount of your purchase
will be transferred from your bank checking account in two or three business
days following your call. For requests received by the close of regular trading
on the Exchange, shares will be purchased at the net asset value per share
calculated at the close of trading on the day of your call. "AutoBuy" requests
received after the close of regular trading on the Exchange will begin their
processing and be purchased at the net asset value calculated the following
business day.
If you purchase shares by "AutoBuy" and redeem them within seven days of the
purchase, the Fund may hold the redemption proceeds for a period of up to seven
business days. If you purchase shares and there are insufficient funds in your
bank account, the purchase will be canceled and you will be subject to any
losses or fees incurred in the transaction. "AutoBuy" transactions are not
available for most retirement plan accounts. However, "AutoBuy" transactions are
available for Scudder IRA accounts.
By exchange. Your new account will have the same registration and address as
your existing account.
The exchange requirements for corporations, other organizations, trusts,
fiduciaries, agents, institutional investors and retirement plans may
30
<PAGE>
be different from those for regular accounts. Please call 1-800-225-5163 for
more information, including information about the transfer of special account
features.
You can also make exchanges among your Scudder fund accounts on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.
By telephone order. Certain financial institutions may call Scudder before the
close of regular trading on the Exchange, normally 4 p.m. eastern time, and
purchase shares at that day's price. Such purchased shares will begin to earn
dividends on the day on which the payment is received by the Fund. If payment by
check or wire is not received from the financial institution within three
business days, the order is subject to cancellation and the financial
institution will be responsible for any loss to the Fund resulting from this
cancellation. Please call 1-800-854-8525 for more information.
Redeeming shares
The Funds allow you to redeem shares (i.e., sell them back to the Fund) without
redemption fees.
By telephone. This is the quickest and easiest way to sell Fund shares. If you
elected telephone redemption to your bank on your application, you can call to
request that federal funds be sent to your authorized bank account. If you did
not elect telephone redemption to your bank on your application, call
1-800-225-5163 for more information.
Redemption proceeds will be wired to your bank unless otherwise requested. If
your bank cannot receive federal reserve wires, redemption proceeds will be
mailed to your bank. There will be a $5 charge for all wire redemptions.
You can also make redemptions from your Scudder fund account on SAIL by calling
1-800-343-2890.
If you open an account by wire, you cannot redeem shares by telephone until the
Fund's transfer agent has received your completed and signed application.
Telephone redemption is not available for shares held in Scudder IRA accounts
and most other Scudder retirement plan accounts.
In the event that you are unable to reach the Fund by telephone, you should
write to the Fund; see "How to contact Scudder" for the address.
By "AutoSell." If you elected "AutoSell" for your account, you can call
toll-free to redeem shares. The money will be automatically transferred to your
predesignated bank checking account. Your bank must be a member of the Automated
Clearing House for you to use this service. If you did not elect "AutoSell,"
call 1-800-225-5163 for more information.
To redeem shares, call 1-800-225-5163. Redemptions must be for at least $250.
Proceeds in the amount of your redemption will be transferred to your bank
checking account in two or three business days following your call. For requests
received by the close of regular trading on the Exchange, shares will be
redeemed at the net asset value per share calculated at the close of trading on
the day of your call. "AutoSell" requests received after the close of regular
trading on the Exchange will begin their processing and be redeemed at the net
asset value calculated the following business day.
"AutoSell" transactions are not available for Scudder IRA accounts and most
other retirement plan accounts.
By "Write-A-Check." You may redeem shares of Scudder Tax Free Money Fund,
Scudder Limited Term Tax Free Fund and Scudder Medium Term Tax Free Fund by
writing checks against your account balance for at least $100. Your Fund
investments will continue to earn dividends until your check is presented to the
Fund for payment. Checks will be returned by the Fund's transfer agent if there
are insufficient shares to meet the withdrawal amount. You should not attempt to
close an account by check, because the exact balance at the time the check
clears will not be known when the check is written.
31
<PAGE>
Transaction information (cont'd)
Signature guarantees. For your protection and to prevent fraudulent redemptions,
on written redemption requests in excess of $100,000 we require an original
signature and an original signature guarantee for each person in whose name the
account is registered. (The Fund reserves the right, however, to require a
signature guarantee for all redemptions.) You can obtain a signature guarantee
from most banks, credit unions or savings associations, or from broker/dealers,
municipal securities broker/dealers, government securities broker/dealers,
national securities exchanges, registered securities associations or clearing
agencies deemed eligible by the Securities and Exchange Commission. Signature
guarantees by notaries public are not acceptable. Redemption requirements for
corporations, other organizations, trusts, fiduciaries, agents, institutional
investors and retirement plans may be different from those for regular accounts.
For more information, please call 1-800-225-5163.
Telephone transactions
Shareholders automatically receive the ability to exchange by telephone and the
right to redeem by telephone up to $100,000 to their address of record.
Shareholders also may, by telephone, request that redemption proceeds be sent to
a predesignated bank account. Each Fund uses procedures designed to give
reasonable assurance that telephone instructions are genuine, including
recording telephone calls, testing a caller's identity and sending written
confirmation of telephone transactions. If a Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. Each Fund will not be liable for acting upon
instructions communicated by telephone that it reasonably believes to be
genuine.
Share price
Purchases and redemptions, including exchanges, are made at net asset value. For
each of the Funds, Scudder Fund Accounting Corporation determines net asset
value per share as of the close of regular trading on the Exchange on each day
the Exchange is open for trading. For Scudder Tax Free Money Fund, Scudder Fund
Accounting Corporation also determines net asset value per share as of noon,
eastern time, on each day the Exchange is open for trading. Net asset value per
share is calculated for purchases and redemptions by dividing the value of total
Fund assets, less all liabilities, by the total number of shares outstanding. In
calculating the net asset value per share, each Fund uses the current market
value of the securities, except that Scudder Tax Free Money Fund uses the
amortized cost value.
Processing time
For Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund,
Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund all
purchase and redemption requests must be received in good order by the Funds'
transfer agent. Requests received by the close of regular trading on the
Exchange are executed at the net asset value per share calculated at the close
of trading that day. Purchase and redemption requests received after the close
of regular trading on the Exchange will be executed the following business day.
Purchases made by federal funds wire before noon eastern time will begin earning
income that day; all other purchases received before the close of regular
trading on the Exchange will begin earning income the next business day.
Redeemed shares will earn income on the day on which the redemption request is
executed.
If you wish to make a purchase of $500,000 or more you should notify the Funds'
transfer agent of such a purchase by calling 1-800-225-5163.
For Scudder Tax Free Money Fund, purchases made by wire and received by the
Fund's transfer agent before noon on any business day are
32
<PAGE>
executed at noon on that day and begin earning income the same day. Those made
by wire between noon and the close of regular trading on the Exchange on any
business day are executed at the close of trading the same day and begin earning
income the next business day. Purchases made by check are executed on the day
the check is received in good order by the Fund's transfer agent and begin
earning income on the next business day. Redemption requests received in good
order by the Fund's transfer agent between noon and the close of regular trading
on the Exchange are executed at the net asset value calculated at the close of
regular trading on that day and will earn a dividend on the redeemed shares that
day. If a redemption request is received by noon, proceeds will normally be
wired that day, if requested by the shareholder, but no dividend will be earned
on the redeemed shares on that day.
The Trusts will normally send redemption proceeds within one business day
following the redemption request, but may take up to seven business days (or
longer in the case of shares recently purchased by check).
Purchase Restrictions
Purchases and sales should be made for long-term investment purposes only. The
Funds and Scudder Investor Services, Inc. each reserve the right to reject
purchases of Fund shares (including exchanges) for any reason including when a
pattern of frequent purchases and sales made in response to short-term
fluctuations in the Funds' share price appears evident.
Tax information
A redemption of shares, including an exchange into another Scudder fund, is a
sale of shares and may result in a gain or loss for income tax purposes
(although no gain or loss will be realized in the case of a redemption or
exchange of shares of Scudder Tax Free Money Fund if it maintains a constant net
asset value per share).
Tax identification number
Be sure to complete the Tax Identification Number section of the Fund's
application when you open an account. Federal tax law requires these Funds to
withhold 31% of taxable dividends, capital gains distributions and, except in
the case of Scudder Tax Free Money Fund, redemption and exchange proceeds from
accounts (other than those of certain exempt payees) without a certified Social
Security or tax identification number and certain other certified information or
upon notification from the IRS or a broker that withholding is required. The
Funds reserve the right to reject new account applications without a certified
Social Security or tax identification number. The Funds also reserve the right,
following 30 days' notice to shareholders, to redeem all shares in accounts
without a certified Social Security or tax identification number. A shareholder
may avoid involuntary redemption by providing the Fund with a tax identification
number during the 30-day notice period.
Minimum balances
Shareholders should maintain a share balance worth at least $2,500, which amount
may be changed by the Board of Trustees of each Trust. Scudder retirement plans
and certain other accounts have similar or lower minimum share balance
requirements. A shareholder may open an account with at least $1,000, if an
automatic investment plan of $100/month is established.
Shareholders who maintain a non-fiduciary account balance of less than $2,500 in
a Fund, without establishing an automatic investment plan, will be assessed an
annual $10.00 per fund charge with the fee to be paid to the Fund. The $10.00
charge will not apply to shareholders with a combined household account balance
in any of the Scudder Funds of $25,000 or more. Each Fund reserves the right,
following 60 days' written notice to shareholders, to redeem all shares in
33
<PAGE>
Transaction information (cont'd)
accounts below $250, including accounts of new investors, where a reduction in
value has occurred due to a redemption or exchange out of the account. Each Fund
will mail the proceeds of the redeemed account to the shareholder. Reductions in
value that result solely from market activity will not trigger an involuntary
redemption. Retirement accounts and certain other accounts will not be assessed
the $10.00 charge or be subject to automatic liquidation. Please refer to
"Exchanges and Redemptions--Other information" in the Funds' Statement of
Additional Information for more information.
Third party transactions
If purchases and redemptions of Fund shares are arranged and settlement is made
at an investor's election through a member of the National Association of
Securities Dealers, Inc., other than Scudder Investor Services, Inc., that
member may, at its discretion, charge a fee for that service.
Shareholder benefits
Experienced professional management
Scudder, Stevens & Clark, Inc., one of the nation's most experienced investment
management firms, actively manages your Scudder fund investment. Professional
management is an important advantage for investors who do not have the time or
expertise to invest directly in individual securities.
A team approach to investing
Each of the Funds is managed by a team of Scudder investment professionals who
each play an important role in the Fund's management process. Team members work
together to develop investment strategies and select securities for the Fund's
portfolio. They are supported by Scudder's large staff of economists, research
analysts, traders and other investment specialists who work in Scudder's offices
across the United States and abroad. Scudder believes its team approach benefits
Fund investors by bringing together many disciplines and leveraging Scudder's
extensive resources.
Donald C. Carleton is Lead Portfolio Manager for Scudder Medium Term Tax Free
Fund and Scudder Managed Municipal Bonds and also serves as Portfolio Manager
for Scudder Tax Free Money Fund, Scudder High Yield Tax Free Fund and Scudder
Limited Term Tax Free Fund. Mr. Carleton has been a portfolio manager at Scudder
since he joined the firm in 1983.
M. Ashton Patton, Lead Portfolio Manager for Scudder Limited Term Tax Free Fund,
has overseen the Fund's investment strategy and daily operations since the Fund
was introduced in 1994. Ms. Patton, who joined Scudder in 1986 and has been a
portfolio manager since 1990, is also a Portfolio Manager for the Scudder Medium
Term Tax Free Fund.
Philip Condon, Lead Portfolio Manager for Scudder High Yield Tax Free Fund, has
had responsibility for the Fund's daily operation since its inception in 1987.
Mr. Condon joined Scudder in 1983 and also serves as Portfolio Manager for
Scudder Managed Municipal Bonds.
K. Sue Cote, Lead Portfolio Manager for Scudder Tax Free Money Fund, joined
Scudder in 1983 as a research assistant and assumed responsibility for the
Fund's investment strategy and operations in 1986.
SAIL(TM)--Scudder Automated Information Line
For personalized account information including fund prices, yields and account
balances, to perform transactions in existing Scudder fund accounts, or to
obtain information on any Scudder fund, shareholders can call Scudder's
Automated Information Line (SAIL) at 1-800-343-2890, 24 hours a day. During
periods of extreme economic or market changes, or other conditions, it may be
difficult for you to effect telephone transactions in your account. In such
34
<PAGE>
an event you should write to the Fund; please see "How to contact Scudder" for
the address.
Investment flexibility
Scudder offers toll-free telephone exchange between funds at current net asset
value. You can move your investments among money market, income, growth,
tax-free and growth and income funds with a simple toll-free call or, if you
prefer, by sending your instructions through the mail or by fax. Telephone and
fax redemptions and exchanges are subject to termination and their terms are
subject to change at any time by the Fund or the transfer agent. In some cases,
the transfer agent or Scudder Investor Services, Inc. may impose additional
conditions on telephone transactions.
Personal Counsel(SM) -- A Managed Fund Portfolio Program
If you would like to receive direct guidance and management of your overall
mutual fund portfolio to help you pursue your investment goals, you may be
interested in Personal Counsel from Scudder. Personal Counsel, a program of
Scudder Investor Services, Inc., a registered investment adviser and a
subsidiary of Scudder, Stevens & Clark, Inc., combines the benefits of a
customized portfolio of pure no-load Scudder Funds with ongoing portfolio
monitoring and individualized service, for an annual fee of generally 1% or less
of assets (with a $1,000 minimum). In addition, it draws upon Scudder's more
than 75-year heritage of providing investment counsel to large corporate and
private clients. If you have $100,000 or more to invest initially and would like
more information about Personal Counsel, please call 1-800-700-0183.
Dividend reinvestment plan
You may have dividends and distributions automatically reinvested in additional
Fund shares. Please call 1-800-225-5163 to request this feature.
Shareholder statements
You receive a detailed account statement every time you purchase or redeem
shares. All of your statements should be retained to help you keep track of
account activity and the cost of shares for tax purposes.
Shareholder reports
In addition to account statements, you receive periodic shareholder reports
highlighting relevant information, including investment results and a review of
portfolio changes.
To reduce the volume of mail you receive, only one copy of most Fund reports,
such as the Fund's Annual Report, may be mailed to your household (same surname,
same address). Please call 1-800-225-5163 if you wish to receive additional
shareholder reports.
Newsletters
Four times a year, Scudder sends you Perspectives, an informative newsletter
covering economic and investment developments, service enhancements and other
topics of interest to Scudder fund investors.
Scudder Funds Centers
As a convenience to shareholders who like to conduct business in person, Scudder
Investor Services, Inc. maintains Funds Centers in Boca Raton, Boston, Chicago,
New York and San Francisco.
T.D.D. service for the hearing impaired
Scudder's full range of investor information and shareholder services is
available to hearing impaired investors through a toll-free T.D.D. (Telephone
Device for the Deaf) service. If you have access to a T.D.D., call
1-800-543-7916 for investment information or specific account questions and
transactions.
35
<PAGE>
Scudder tax-advantaged retirement plans
Scudder offers a variety of tax-advantaged retirement plans for individuals,
businesses and non-profit organizations. These flexible plans are designed for
use with the Scudder Family of Funds (except Scudder tax-free funds, which are
inappropriate for such plans). Scudder Funds offer a broad range of investment
objectives and can be used to seek almost any investment goal. Using Scudder's
retirement plans can help shareholders save on current taxes while building
their retirement savings.
o Scudder No-Fee IRA
o Keogh Plans
o 401(k) Plans
o Profit Sharing and Money Purchase Pension Plans
o 403(b) Plans
o SEP-IRA
o Scudder Horizon Plan (a variable annuity)
Scudder Trust Company (an affiliate of the Adviser) is Trustee or Custodian for
some of these plans and is paid an annual fee for some of the above retirement
plans. For information about establishing a Scudder No-Fee IRA, SEP-IRA, Profit
Sharing Plan, Money Purchase Pension Plan or a Scudder Horizon Plan, please call
1-800-225-2470. For information about 401(k)s or 403(b)s please call
1-800-323-6105. To effect transactions in existing IRA, SEP-IRA, Profit Sharing
or Pension Plan accounts, call 1-800-225-5163.
The variable annuity contract is provided by Charter National Life Insurance
Company (in New York State, Intramerica Life Insurance Company [S 1802]). The
contract is offered by Scudder Insurance Agency, Inc. (in New York State, Nevada
and Montana, Scudder Insurance Agency of New York, Inc.). CNL, Inc. is the
Principal Underwriter. Scudder Horizon Plan is not available in all states.
36
<PAGE>
Trustees and Officers
David S. Lee*
President and Trustee
Daniel Pierce*
Vice President and Trustee (1)
Henry P. Becton, Jr.
Trustee (1); President and General Manager, WGBH Educational Foundation
E. Michael Brown*
Trustee (2)
Dawn-Marie Driscoll
Trustee; Attorney and Corporate Director
Peter B. Freeman
Trustee; Corporate Director and Trustee
Dudley H. Ladd*
Trustee (1)
George M. Lovejoy, Jr.
Trustee (1,2); President,
Fifty Associates
Wesley W. Marple, Jr.
Trustee (1,3); Professor of Business
Administration, Northeastern University
College of Business Administration
Kathryn L. Quirk*
Vice President (2,3); Trustee
Jean C. Tempel
Trustee (2,3); General Partner,
TL Ventures
Donald C. Carleton*
Vice President
Philip G. Condon*
Vice President (1)
K. Sue Cote*
Vice President (2)
Jerard K. Hartman*
Vice President
Thomas W. Joseph*
Vice President
M. Ashton Patton*
Vice President (3)
Thomas F. McDonough*
Vice President and Secretary
Pamela A. McGrath*
Vice President and Treasurer
Edward J. O'Connell*
Vice President and Assistant Treasurer
(1) Scudder Municipal Trust
(2) Scudder Tax Free Money Fund
(3) Scudder Tax Free Trust
All funds unless otherwise indicated.
* Scudder, Stevens & Clark, Inc.
37
<PAGE>
The Scudder Family of Funds+
- --------------------------------------------------------------------------------
Money Market
- ------------
Scudder U.S. Treasury Money Fund
Scudder Cash Investment Trust
Tax Free Money Market+
- ----------------------
Scudder Tax Free Money Fund
Scudder California Tax Free Money Fund*
Scudder New York Tax Free Money Fund*
Tax Free+
- ---------
Scudder Limited Term Tax Free Fund
Scudder Medium Term Tax Free Fund
Scudder Managed Municipal Bonds
Scudder High Yield Tax Free Fund
Scudder California Tax Free Fund*
Scudder Massachusetts Limited
Term Tax Free Fund*
Scudder Massachusetts Tax Free Fund*
Scudder New York Tax Free Fund*
Scudder Ohio Tax Free Fund*
Scudder Pennsylvania Tax Free Fund*
U.S. Income
- -----------
Scudder Short Term Bond Fund
Scudder Zero Coupon 2000 Fund
Scudder GNMA Fund
Scudder Income Fund
Scudder High Yield Bond Fund
Global Income
- -------------
Scudder Global Bond Fund
Scudder International Bond Fund
Scudder Emerging Markets Income Fund
Asset Allocation
- ----------------
Scudder Pathway Conservative Portfolio
Scudder Pathway Balanced Portfolio
Scudder Pathway Growth Portfolio
Scudder Pathway International Portfolio
U.S. Growth and Income
- ----------------------
Scudder Balanced Fund
Scudder Growth and Income Fund
U.S. Growth
- -----------
Value
Scudder Large Company Value Fund
Scudder Value Fund
Scudder Small Company Value Fund
Scudder Micro Cap Fund
Growth
Scudder Classic Growth Fund
Scudder Large Company Growth Fund
Scudder Development Fund
Scudder 21st Century Growth Fund
Global Growth
- -------------
Worldwide
Scudder Global Fund
Scudder International Fund
Scudder Global Discovery Fund
Scudder Emerging Markets Growth Fund
Scudder Gold Fund
Regional
Scudder Greater Europe Growth Fund
Scudder Pacific Opportunities Fund
Scudder Latin America Fund
The Japan Fund
Retirement Programs
- -------------------
IRA
SEP IRA
Keogh Plan
401(k), 403(b) Plans
Scudder Horizon Plan *++
(a variable annuity)
Closed-End Funds#
- --------------------------------------------------------------------------------
The Argentina Fund, Inc.
The Brazil Fund, Inc.
The First Iberian Fund, Inc.
The Korea Fund, Inc.
The Latin America Dollar Income Fund, Inc.
Montgomery Street Income Securities, Inc.
Scudder New Asia Fund, Inc.
Scudder New Europe Fund, Inc.
Scudder World Income Opportunities
Fund, Inc.
For complete information on any of the above Scudder funds, including management
fees and expenses, call or write for a free prospectus. Read it carefully before
you invest or send money. [Funds within categories are listed in order from
expected least risk to most risk. +A portion of the income from the tax-free
funds may be subject to federal, state, and local taxes. *Not available in all
states. ++A no-load variable annuity contract provided by Charter National Life
Insurance Company and its affiliate, offered by Scudder's insurance agencies,
1-800-225-2470. #These funds, advised by Scudder, Stevens & Clark, Inc., are
traded on various stock exchanges.
38
<PAGE>
How to contact Scudder
Account Service and Information:
For existing account service and transactions
Scudder Investor Relations -- 1-800-225-5163
For 24 hour account information, fund information, exchanges,
and an overview of all the services available to you
Scudder Electronic Account Services -- http://funds.scudder.com
For personalized information about your Scudder accounts, exchanges
and redemptions
Scudder Automated Information Line (SAIL) -- 1-800-343-2890
Investment Information:
For information about the Scudder funds, including additional
applications and prospectuses, or for answers to investment questions
Scudder Investor Relations -- 1-800-225-2470
[email protected]
Scudder's World Wide Web Site -- http://funds.scudder.com
For establishing 401(k) and 403(b) plans
Scudder Defined Contribution Services -- 1-800-323-6105
Scudder Brokerage Services:
To receive information about this discount brokerage service
and to obtain an application
Scudder Brokerage Services* -- 1-800-700-0820
Personal Counsel(SM) -- A Managed Fund Portfolio Program:
To receive information about this mutual fund portfolio
guidance and management program
Personal Counsel from Scudder -- 1-800-700-0183
Please address all correspondence to:
The Scudder Funds
P.O. Box 2291
Boston, Massachusetts
02107-2291
Or Stop by a Scudder Funds Center??:
Many shareholders enjoy the personal, one-on-one service of the Scudder
Funds Centers. Check for a Funds Center near you--they can be found in
the following cities:
Boca Raton Chicago San Francisco
Boston New York
Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor.
* Scudder Brokerage Services, Inc., 42 Longwater Drive, Norwell, MA
02061--Member NASD/SIPC.
39
<PAGE>
Appendix
The six highest ratings of Moody's for municipal bonds are Aaa, Aa, A, Baa, Ba
and B. Bonds rated Aaa are judged by Moody's to be of the best quality. Bonds
rated Aa are judged to be of high quality by all standards. Together with the
Aaa group, they comprise what are generally known as high grade bonds. Together
with securities rated A and Baa, they comprise investment grade securities.
Moody's states that Aa bonds are rated lower than the best bonds because margins
of protection or other elements make long-term risks appear somewhat larger than
for Aaa municipal bonds. Municipal bonds which are rated A by Moody's possess
many favorable investment attributes and are considered "upper medium grade
obligations." Factors giving security to principal and interest of A rated
municipal bonds are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future. Securities rated
Baa are considered medium grade, with factors giving security to principal and
interest adequate at present but may be unreliable over any period of time. Such
bonds have speculative elements as well as investment grade characteristics.
Securities rated Ba or below by Moody's are considered below investment grade.
Moody's judges municipal bonds rated Ba to have speculative elements, with very
moderate protection of interest and principal payments and thereby not well
safeguarded under any future conditions. Municipal bonds rated B by Moody's
generally lack characteristics of desirable investments. Long-term assurance of
the contract terms of B-rated municipal bonds, such as interest and principal
payments, may be small. Securities rated Ba or below are commonly referred to as
"junk" bonds and as such they carry a high margin of risk.
Moody's ratings for municipal notes and other short-term loans are designated
Moody's Investment Grade (MIG). This distinction is in recognition of the
differences between short-term and long-term credit risk. Loans bearing the
designation MIG1 are of the best quality, enjoying strong protection by
establishing cash flows of funds for their servicing or by established and
broad-based access to the market for refinancing, or both. Loans bearing the
designation MIG2 are of high quality, with margins of protection ample although
not as large as in the preceding group.
The six highest ratings of S&P for municipal bonds are AAA (Prime), AA (High
grade), A (Good grade), BBB (Investment grade), BB (Below investment grade) and
B. Bonds rated AAA have the highest rating assigned by S&P to a municipal
obligation. Capacity to pay interest and repay principal is extremely strong.
Bonds rated AA have a very strong capacity to pay interest and repay principal
and differ from the highest rated issues only in a small degree. Bonds rated A
have a strong capacity to pay principal and interest, although they are somewhat
more susceptible to the adverse effects of changes in circumstances and economic
conditions. Bonds rated BBB have an adequate capacity to pay interest and to
repay principal. Adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds of this category than for bonds of higher rated categories. Securities
rated BB or below by S&P are considered below investment grade. Debt rated BB by
S&P faces major ongoing uncertainties or exposure to adverse conditions which
could lead to inadequate capacity to meet timely interest and principal
payments. Municipal bonds rated B have a greater vulnerability to default but
currently have the capacity to meet interest payments and principal repayments.
Securities rated BB or below are commonly referred to as "junk" bonds and as
such they carry a high margin of risk.
40
<PAGE>
S&P's top ratings for municipal notes are SP-1 and SP-2. The designation SP-1
indicates a very strong capacity to pay principal and interest. A "+" is added
for those issues determined to possess overwhelming safety characteristics. An
SP-2 designation indicates a satisfactory capacity to pay principal and
interest.
The six highest ratings of Fitch for municipal bonds are AAA, AA, A, BBB, BB and
B. Bonds rated AAA are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably foreseeable
events. Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is generally
rated F-1+. Bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings. Bonds
rated BBB are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse effects on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings. Securities
rated BB or below by Fitch are considered below investment grade. Fitch
considers bonds rated BB to be speculative because the issuer's ability to pay
interest and repay principal may be affected over time by adverse economic
changes, although financial alternatives can be identified to assist the issuer
in meeting its obligations. While bonds rated B are currently meeting debt
service requirements, they are considered highly speculative in light of the
issuer's limited margin of safety. Securities rated BB or below are commonly
referred to as "junk" bonds and as such they carry a high margin of risk.
41
<PAGE>
SCUDDER TAX FREE MONEY FUND
(A Pure No-Load(TM) Diversified Investment Company Specializing
in the Management of a Portfolio of High-Quality, Short-Term Securities
Exempt from Federal Income Taxes Which Seeks to Maintain
a Constant Net Asset Value of $1.00 Per Share)
and
SCUDDER LIMITED TERM TAX FREE FUND
A Pure No-Load(TM) (No Sales Charges) Diversified Mutual Fund
Which Seeks to Provide as High a Level of Income Exempt
From Regular Federal Income Tax as is Consistent
With a High Degree of Principal Stability
and
SCUDDER MEDIUM TERM TAX FREE FUND
(A Pure No-Load(TM) Diversified Investment Company Specializing
in the Management of a Portfolio Primarily of High-Grade,
Intermediate-Term Municipal Securities Exempt
From Federal Income Taxes, with an Emphasis on
Limited Principal Fluctuation)
and
SCUDDER MANAGED MUNICIPAL BONDS
(A Series of a Pure No-Load(TM) Diversified Investment Company
Specializing in the Management of a Portfolio of
Primarily High-Grade, Long-Term
Municipal Securities)
and
SCUDDER HIGH YIELD TAX FREE FUND
(A Series of a Pure No-Load(TM) Diversified Investment Company
Specializing in the Management of a Municipal Bond
Portfolio of Primarily Investment-
Grade Municipal Securities)
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1997
- --------------------------------------------------------------------------------
This combined Statement of Additional Information is not a prospectus and
should be read in conjunction with the combined prospectus of Scudder Tax Free
Money Fund, Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free
Fund, Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund,
dated May 1, 1997, as amended from time to time, copies of which may be obtained
without charge by writing to Scudder Investor Services, Inc., Two International
Place, Boston, Massachusetts 02110-4103.
<PAGE>
TABLE OF CONTENTS
Page
THE FUNDS AND THEIR OBJECTIVES............................................... 1
General Investment Objectives and Policies of Scudder Tax Free
Money Fund.......................................................... 1
General Investment Objective and Policies of Scudder Limited Term
Tax Free Fund....................................................... 3
General Investment Objectives and Policies of Scudder Medium Term
Tax Free Fund....................................................... 5
General Investment Objective and Policies of Scudder Managed
Municipal Bonds..................................................... 6
General Investment Objective and Policies of Scudder High Yield
Tax Free Fund....................................................... 8
Investments and Investment Techniques Common to the Funds.............. 10
Trustees' Power to Change Objectives and Policies...................... 22
Investment Restrictions................................................ 22
PURCHASES.................................................................... 30
Additional Information About Opening an Account........................ 30
Checks................................................................. 31
Wire Transfer of Federal Funds......................................... 31
Additional Information About Making Subsequent Investments
by AutoBuy.......................................................... 31
Share Price............................................................ 32
Share Certificates..................................................... 32
Other Information...................................................... 32
EXCHANGES AND REDEMPTIONS.................................................... 32
Exchanges.............................................................. 32
Redemption by Telephone................................................ 33
Redemption By AutoSell................................................. 34
Redemption by Mail or Fax.............................................. 34
Redemption by Write-A-Check............................................ 35
Other Information...................................................... 35
FEATURES AND SERVICES OFFERED BY THE FUNDS................................... 36
The Pure No-Load(TM) Concept........................................... 36
Internet access........................................................ 37
Dividend and Capital Gain Distribution Options......................... 38
Scudder Funds Centers.................................................. 38
Reports to Shareholders................................................ 38
Diversification........................................................ 38
Transaction Summaries.................................................. 38
THE SCUDDER FAMILY OF FUNDS.................................................. 38
SPECIAL PLAN ACCOUNTS........................................................ 42
Automatic Withdrawal Plan.............................................. 42
Cash Management System - Group Sub-Accounting Plan for
Trust Accounts, Nominees and Corporations........................... 43
Automatic Investment Plan.............................................. 43
Uniform Transfers/Gifts to Minors Act.................................. 43
DIVIDENDS.................................................................... 44
Scudder Tax Free Money Fund............................................ 44
Scudder Limited Term Tax Free Fund, Scudder Medium Term
Tax Free Fund, Scudder Managed Municipal Bonds and
Scudder High Yield Tax Free Fund.................................... 45
PERFORMANCE INFORMATION...................................................... 45
Scudder Tax Free Money Fund............................................ 45
Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax
Free Fund, Scudder Managed Municipal Bonds and Scudder
High Yield Tax Free Fund............................................ 46
Tax-Exempt Income vs. Taxable Income................................... 49
Comparison of Fund Performance......................................... 50
i
<PAGE>
TABLE OF CONTENTS (continued)
Page
ORGANIZATION OF THE FUNDS.................................................... 54
INVESTMENT ADVISER........................................................... 55
Personal Investments by Employees of the Adviser....................... 59
TRUSTEES AND OFFICERS........................................................ 59
REMUNERATION................................................................. 62
DISTRIBUTOR.................................................................. 62
TAXES........................................................................ 63
PORTFOLIO TRANSACTIONS....................................................... 67
Brokerage.............................................................. 67
Portfolio Turnover..................................................... 67
NET ASSET VALUE.............................................................. 68
Scudder Tax Free Money Fund............................................ 68
Scudder Limited Term Tax Free Fund, Scudder Medium Term
Tax Free Fund, Scudder Managed Municipal Bonds and
Scudder High Yield Tax Free Fund.................................... 68
ADDITIONAL INFORMATION....................................................... 69
Experts................................................................ 69
Shareholder Indemnification............................................ 69
Ratings of Municipal Obligations....................................... 69
Commercial Paper Ratings............................................... 70
Glossary............................................................... 71
FINANCIAL STATEMENTS......................................................... 74
Scudder Tax Free Money Fund............................................ 74
Scudder Limited Term Tax Free Fund..................................... 74
Scudder Medium Term Tax Free Fund...................................... 74
Scudder Managed Municipal Bonds........................................ 74
Scudder High Yield Tax Free Fund....................................... 74
ii
<PAGE>
THE FUNDS AND THEIR OBJECTIVES
(See "Scudder Tax Free Money Fund --
Investment objectives and policies" and "Investments,"
"Scudder Limited Term Tax Free Fund --
Investment objectives and policies," and "Investments"
"Scudder Medium Term Tax Free Fund --
Investment objectives and policies," and "Investments,"
"Scudder Managed Municipal Bonds --
Investment objectives and policies" and "Investments,"
"Scudder High Yield Tax Free Fund --
Investment objectives and policies" and "Investments,"
and "Additional information
about policies and investments"
in the Funds' prospectus.)
Scudder Tax Free Money Fund sometimes is referred to herein as "STFMF."
Scudder Tax Free Trust, the Massachusetts business trust of which Scudder
Limited Term Tax Free Fund and Scudder Medium Term Tax Free Fund are series, is
referred to herein as "STFT." Scudder Limited Term Tax Free Fund, a series of
STFT, sometimes is referred to herein as "SLTTFF." Scudder Medium Term Tax Free
Fund, a series of STFT, sometimes is referred to herein as "SMTTFF." Scudder
Municipal Trust, the Massachusetts business trust of which Scudder Managed
Municipal Bonds and Scudder High Yield Tax Free Fund are series, is referred to
herein as "SMT." Scudder Managed Municipal Bonds, a series of SMT, sometimes is
referred to herein as "SMMB." Scudder High Yield Tax Free Fund, a series of SMT,
is sometimes referred to herein as "SHYTFF." STFMF, SLTTFF, SMTTFF, SMMB and
SHYTFF sometimes are referred to individually as a "Fund" and jointly as "the
Funds."
General Investment Objectives and Policies of Scudder Tax Free Money Fund
Scudder Tax Free Money Fund is a pure no-load(TM) open-end diversified
investment company. The investment objectives of STFMF are to provide to its
shareholders income exempt from regular federal income tax while seeking
stability of principal. STFMF pursues these objectives through the professional
management of a high quality portfolio consisting primarily of municipal
securities (as defined below under "Investments and Investment Techniques Common
to the Funds--Municipal Securities") having remaining maturities of 397 days or
less with a dollar-weighted average portfolio maturity of 90 days or less. STFMF
seeks to maintain a constant net asset value of $1.00 per share, although in
certain circumstances this may not be possible. Unless otherwise specified, the
investment objectives and policies of STFMF can be changed by the Trustees
without a vote of a majority of the Fund's outstanding voting securities. There
can be no assurance that STFMF's objectives will be achieved or that income to
shareholders which is exempt from federal income tax will be exempt from state
and local taxes. No more than 20% of STFMF's net assets will normally be
invested in municipal securities whose interest income is subject to the
individual alternative minimum tax.
STFMF's Investments. All of STFMF's assets will consist of municipal securities,
temporary investments in taxable securities as described below, and cash. STFMF
will invest in municipal securities which are rated at the time of purchase by
Moody's Investors Service, Inc. ("Moody's") within its two highest ratings for
municipal obligations--Aaa and Aa, or within Moody's short-term municipal
obligations top ratings of MIG 1 and MIG 2, are rated at the time of purchase by
Standard & Poor's ("S&P") within S&P's two highest ratings for municipal
obligations--AAA/AA and SP-1+/SP-1--or are rated at the time of purchase by
Fitch Investors Service, Inc. ("Fitch") within Fitch's two highest ratings for
municipal obligations-AAA/AA or within Fitch's highest short term rating of F-1
and F-2, all in such proportions as management will determine. The Fund also may
invest in securities rated within the two highest ratings by only one of those
rating agencies if no other rating agency has rated the security. In some cases,
short-term municipal obligations are rated using the same categories as are used
for corporate obligations. For a description of ratings for municipal and
corporate obligations, see "ADDITIONAL INFORMATION--Ratings of Municipal and
Corporate Bonds, Commercial Paper Ratings." In addition, unrated municipal
securities will be considered as being within the foregoing quality ratings if
the issuer, or other equal or junior municipal securities of the same issuer,
has a rating within the foregoing ratings of Moody's, S&P or Fitch. STFMF may
also invest in municipal securities which are unrated if, in the opinion of
Scudder, Stevens & Clark, Inc. (the "Adviser"), such securities possess
creditworthiness comparable to those rated securities in which STFMF may invest.
<PAGE>
Subsequent to its purchase by STFMF, an issue of municipal securities may
cease to be rated or its rating may be reduced below the minimum required for
purchase by STFMF. The Adviser will dispose of any such security unless the
Board of Trustees of the Fund determines that such disposal would not be in the
best interests of the Fund. To the extent that the ratings accorded by Moody's,
S&P or Fitch for municipal securities may change as a result of changes in these
rating systems, STFMF will attempt to use comparable ratings as standards for
its investment in municipal securities in accordance with the investment
policies contained herein.
From time to time on a temporary basis or for defensive purposes, STFMF
may, subject to its investment restrictions, hold cash and invest temporarily in
taxable investments which mature in one year or less at the time of purchase,
consisting of (1) other obligations issued by or on behalf of municipal or
corporate issuers; (2) U.S. Treasury notes, bills and bonds; (3) obligations of
agencies and instrumentalities of the U.S. Government; (4) money market
instruments, such as domestic bank certificates of deposit, finance company and
corporate commercial paper, and banker's acceptances; and (5) repurchase
agreements (agreements under which the seller agrees at the time of sale to
repurchase the security at an agreed time and price) with respect to any of the
obligations which the Fund is permitted to purchase. STFMF will not invest in
instruments issued by banks or savings and loan associations unless at the time
of investment such issuers have total assets in excess of $1 billion (as of the
date of their most recently published annual financial statements). Commercial
paper investments will be limited to commercial paper rated A1+, A1 and A2 by
S&P, Prime 1 by Moody's or F-1 and F-2 by Fitch. STFMF may hold cash or invest
temporarily in taxable investments due, for example, to market conditions or
pending investment of proceeds of subscriptions for shares of STFMF or proceeds
from the sale of portfolio securities or in anticipation of redemptions.
However, STFMF expects to invest such proceeds in municipal securities as soon
as practicable. Interest income from temporary investments may be taxable to
shareholders as ordinary income.
STFMF may acquire other types of securities, such as common and preferred
stocks and corporate bonds, in connection with the merger or consolidation with,
or acquisition of the assets of, another investment company or personal holding
company. In no case will STFMF acquire them if more than 20% of the Fund's total
assets would consist of such securities, cash and temporary taxable investments.
STFMF would issue its shares at net asset value in connection with such a
merger, consolidation or acquisition.
Maintenance of Constant Net Asset Value. Pursuant to a Rule of the Securities
and Exchange Commission (the "SEC") STFMF uses the amortized cost method of
valuing its investments, which facilitates the maintenance of the Fund's per
share net asset value at $1.00. The amortized cost method, which is used to
value all of STFMF's portfolio securities, involves initially valuing a security
at its cost and thereafter amortizing to maturity any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument.
Consistent with the provisions of the Rule, STFMF maintains a
dollar-weighted average portfolio maturity of 90 days or less, purchases only
instruments having remaining maturities of 397 days or less, and invests only in
securities determined by or under the direction of the Trustees to be of high
quality with minimal credit risks.
The Trustees have also established procedures designed to stabilize, to
the extent reasonably possible, STFMF's price per share as computed for the
purpose of sales and redemptions at $1.00. Such procedures include review of
STFMF's portfolio by the Trustees, at such intervals as they deem appropriate,
to determine whether the Fund's net asset value calculated by using available
market quotations or market equivalents (the determination of value by reference
to interest rate levels, quotations of comparable securities and other factors)
deviates from $1.00 per share based on amortized cost. Market quotations and
market equivalents used in such review may be obtained from an independent
pricing service approved by the Trustees.
The extent of deviation between STFMF's net asset value based upon
available market quotations or market equivalents and $1.00 per share based on
amortized cost will be periodically examined by the Trustees. If such deviation
exceeds 1/2 of 1%, the Trustees will promptly consider what action, if any, will
be initiated. In the event the Trustees determine that a deviation exists which
may result in material dilution or in other unfair results to investors or
existing shareholders, they will take such corrective action as they regard to
be necessary and appropriate, including the sale of portfolio instruments prior
to maturity to realize capital gains or losses or to shorten average portfolio
maturity; withholding part or all of dividends or payment of distributions from
capital or capital gains; redemptions of shares in kind; or establishing a net
asset value per share by using available market quotations or equivalents. In
addition, in order to stabilize the net asset value per share at $1.00 the
Trustees have the authority (1) to reduce or increase the
2
<PAGE>
number of shares outstanding on a pro-rata basis, and (2) to offset each
shareholder's pro-rata portion of the deviation between the net asset value per
share and $1.00 from the shareholder's accrued dividend account or from future
dividends. STFMF may hold cash for the purpose of stabilizing its net asset
value per share. Holdings of cash, on which no return is earned, would tend to
lower the yield on STFMF's shares.
Special Considerations. Yields on municipal securities depend on a variety of
factors, including money market conditions, municipal bond market conditions,
the size of a particular offering, the maturity of the obligation and the
quality of the issue. Municipal securities are subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be
enacted by Congress or state legislatures extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations or upon municipalities to levy taxes. There is also the
possibility that as a result of litigation or other conditions the power or
ability of any one or more issuers to pay when due principal of and interest on
its or their Municipal securities may be materially affected. Shares of STFMF
are not insured by any agency of the U.S. Government. The Fund also practices
other investment strategies that may involve additional risk. (See "Investments
and Investment Techniques Common to the Funds.")
General Investment Objective and Policies of Scudder Limited Term Tax Free Fund
Scudder Limited Term Tax Free Fund, a series of Scudder Tax Free Trust, is
a pure no-load(TM), open-end diversified mutual fund designed for investors
seeking a higher level of federally tax-free income than normally provided by
tax-free money market investments; and more price stability than investments in
long-term municipal bonds.
The Fund's investment objective is to provide as high a level of income
exempt from regular federal income tax as is consistent with a high degree of
principal stability. In pursuing this goal, the Fund maintains a diversified
portfolio of shorter-term high-grade municipal debt securities with a
dollar-weighted average effective maturity of between one and five years. Within
this limitation, the Fund may not purchase individual securities with effective
maturities greater than 10 years at the time of purchase or issuance, whichever
is later. To the extent the Fund invests in higher-grade securities, it will be
unable to avail itself of opportunities for higher income which may be available
with lower-grade investments. Except as otherwise indicated, the Fund's
investment objective and policies are not fundamental and may be changed without
a shareholder vote. If there is a change in investment objective, shareholders
should consider whether the Fund remains an appropriate investment in light of
their then current financial position and needs. There can be no assurance that
the Fund's objective will be met.
In computing the dollar-weighted average effective maturity of its
portfolio, the Fund will have to estimate the effective maturity of debt
obligations that are subject to prepayment or redemption by the issuer, based on
projected cash flows from such obligations. In some cases the Adviser will
determine the effective maturity of debt securities. For purposes of the Fund's
investment policy, an instrument will be treated as having a maturity earlier
than its stated maturity date if the instrument has technical features (such as
puts or demand features) or a variable rate of interest which, in the judgment
of the Adviser, will result in the instrument being valued in the market as
though it has the earlier maturity.
SLTTFF's Investments. The Fund may invest in municipal securities that are debt
obligations issued by or on behalf of states, territories and possessions of the
United States, the District of Columbia and their subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of bond counsel, is
exempt from regular federal income tax. Such municipal securities include
municipal notes, which are generally used to provide short-term capital needs
and have maturities of one year or less. Municipal notes include tax
anticipation notes, revenue anticipation notes, bond anticipation notes and
construction loan notes.
The Fund may also invest in municipal bonds, which meet longer-term
capital needs and generally have maturities of more than one year when issued.
Municipal bonds include general obligation bonds which are secured by the
issuer's pledge of its faith, credit and taxing power for payment of principal
and interest, revenue bonds, pre-refunded bonds, industrial development and
other private activity bonds. The Fund may not invest more than 25% of its
assets in pollution control and industrial revenue bonds or taxable investments
of private sector companies in the same industry. The Fund may also invest in
variable rate demand instruments. Variable rate demand instruments are
securities with long stated maturities but demand features that allow the holder
to demand 100% of the principal plus
3
<PAGE>
interest within one to seven days. The coupon varies daily, weekly or monthly
with the market. The price remains at par and this provides stability to the
portfolio at market yields.
For federal income tax purposes, the income earned from municipal
securities may be entirely tax-free, taxable or subject to only the alternative
minimum tax ("AMT"). However, the Fund has no current intention of investing in
municipal securities whose interest income is taxable or AMT bonds.
Normally, the Fund invests at least 65% of its net assets in municipal
securities which are rated within the three highest quality rating categories of
Moody's (Aaa, Aa and A), S&P or Fitch (AAA, AA and A) or equivalent ratings by
another nationally recognized statistical rating organization, or if unrated,
judged by the Fund's Adviser, Scudder, Stevens & Clark, Inc. ("Scudder"), to be
of comparable quality at the time of purchase. The Fund will not invest in any
debt security rated lower than Baa by Moody's, BBB by S&P or Fitch or of
equivalent quality as determined by the Adviser. The Fund may, however, invest
in a debt security so rated by one rating agency even though the security may be
rated lower by one or more of the other agencies. (See "ADDITIONAL INFORMATION
- -- Ratings of Municipal Obligations").
At least 80% of the Fund's total assets will normally be invested in
municipal bonds and, under normal market conditions, the Fund expects to invest
100% of its portfolio securities in municipal securities. However, if defensive
considerations or an unusual disparity between after-tax income on taxable and
municipal securities makes it advisable, up to 20% of the Fund's assets may be
held in cash or invested in short-term taxable investments, including U.S.
Government obligations and money market instruments. The Fund may temporarily
invest more than 20% of its assets in taxable securities during periods which,
in the Adviser's opinion, require a defensive position. A portion of the Fund's
income may be subject to regular federal, state and local income taxes.
The Fund may also invest in third-party puts, and when-issued or forward
delivery securities, and may purchase warrants to purchase debt securities, and
may also utilize various other strategic transactions.
Management Strategies. In pursuit of its investment objective, the Fund
purchases securities that it believes are attractive and competitive values in
terms of quality, yield, and the relationship of current price to maturity
value. However, recognizing the dynamics of municipal obligation prices in
response to changes in general economic conditions, fiscal and monetary
policies, interest rate levels and market forces such as supply and demand for
various issues, the Adviser, subject to the Trustees' supervision, performs
credit analysis and manages the Fund's portfolio continuously, attempting to
take advantage of opportunities to improve total return, which is a combination
of income and principal performance over the long term. The primary strategies
employed in the management of the Fund's portfolio are:
Emphasis on Credit Analysis. The Fund's portfolio is invested in municipal
obligations rated within, or judged by the Fund's Adviser to be of a quality
comparable to, the four highest rating categories of Moody's, S&P or Fitch, or
in U.S. Government obligations. The ratings assigned by Moody's, S&P or Fitch
represent their opinions as to the quality of the securities which they
undertake to rate. It should be emphasized, however, that ratings are relative
and are not absolute standards of quality. Furthermore, even within this segment
of the municipal obligation market, relative credit standing and market
perceptions thereof may shift.
The Adviser has over many years developed an experienced staff to assign
its own quality ratings which are considered in making value judgments and in
arriving at purchase or sale decisions. Through the discipline of this procedure
the Adviser attempts to discern variations in credit ratings of the published
services and to anticipate changes in credit ratings.
Variations of Maturity. In an attempt to capitalize on the differences in total
return from municipal obligations of differing maturities, maturities may be
varied according to the structure and level of interest rates, and the Adviser's
expectations of changes therein. To the extent that the Fund invests in
short-term maturities, capital volatility will generally be reduced.
Emphasis on Relative Valuation. The interest rate (and hence price)
relationships between different categories of municipal obligations of the same
or generally similar maturity tend to change constantly in reaction to broad
swings in interest rates and factors affecting relative supply and demand. These
disparities in yield relationships may afford
4
<PAGE>
opportunities to implement a flexible policy of trading the Fund's holdings in
order to invest in more attractive market sectors or specific issues.
Market Trading Opportunities. In pursuit of the above the Fund may engage in
short-term trading (selling securities held for brief periods of time, usually
less than three months) if the Adviser believes that such transactions, net of
costs, would further the attainment of the Fund's objective. The needs of
different classes of lenders and borrowers and their changing preferences and
circumstances have in the past caused market dislocations unrelated to
fundamental creditworthiness and trends in interest rates which have presented
market trading opportunities. There can be no assurance that such dislocations
will occur in the future or that the Fund will be able to take advantage of
them. The Fund intends to limit its voluntary short-term trading to the extent
such limitation is necessary for it to qualify as a "regulated investment
company" under the Internal Revenue Code.
Income Level and Credit Risk. Because the Fund holds high quality municipal
securities, the income earned on shares of the Fund will tend to be less than it
might be on a portfolio emphasizing lower quality securities. Municipal
obligations are subject to the provisions of bankruptcy, insolvency and other
laws affecting the rights and remedies of creditors, such as the Federal
Bankruptcy Code, and laws, if any, which may be enacted by Congress or state
legislatures extending the time for payment of principal or interest, or both,
or imposing other constraints upon enforcement of such obligations or upon
municipalities to levy taxes. There is also the possibility that as a result of
litigation or other conditions the power or ability of any one or more issuers
to pay when due principal of and interest on its or their municipal obligations
may be materially affected. Although the Fund's quality standards are designed
to reduce the credit risk of investing in the Fund, that risk cannot be entirely
eliminated.
General Investment Objectives and Policies of Scudder Medium Term Tax Free Fund
Scudder Medium Term Tax Free Fund, a series of Scudder Tax Free Trust, is
a pure no-load(TM), open-end diversified mutual fund designed for investors
seeking a higher level of federally tax-free income than normally provided by
tax-free money market investments or other short-term investments, and more
price stability than investments in long-term municipal bonds.
The Fund's objectives are to provide a high level of income free from
regular federal income tax and to limit principal fluctuation. The Fund will
invest primarily in high-grade intermediate-term bonds. The dollar-weighted
average effective maturity of the Fund's portfolio will range between five and
ten years. Within this limitation, the Fund may purchase individual securities
with effective maturities no greater than fifteen years. There can be no
assurance that the Fund's objectives will be met.
In computing the dollar-weighted average effective maturity of its
portfolio, the Fund will have to estimate the effective maturity of debt
obligations that are subject to prepayment or redemption by the issuer, based on
projected cash flows from such obligations. In some cases the Adviser will
determine the effective maturity of debt securities. For purposes of the Fund's
investment policy, an instrument will be treated as having a maturity earlier
than its stated maturity date if the instrument has technical features (such as
puts or demand features) or a variable rate of interest which, in the judgment
of the Adviser, will result in the instrument being valued in the market as
though it has the earlier maturity.
Investment Considerations. The municipal securities in which the Fund invests
are debt obligations issued by or on behalf of the District of Columbia, states,
territories, and possessions of the United States and their political
subdivisions, agencies and instrumentalities, the interest on which is exempt
from regular federal income tax. Such municipal securities include municipal
notes, which are generally used to provide short-term capital needs, and have
maturities of one year or less. Municipal notes include tax anticipation notes,
revenue anticipation notes, bond anticipation notes and construction loan notes.
The Fund may also invest in municipal bonds which meet longer-term capital needs
and generally have maturities of more than one year when issued. Municipal bonds
include general obligation bonds which are secured by the issuer's pledge of its
faith, credit and taxing power for payment of principal and interest, revenue
bonds, prerefunded bonds, industrial development and other private activity
bonds.
Municipal securities purchased may include the foregoing as well as
variable rate demand instruments. Variable rate demand instruments are
securities with long stated maturities but demand features that allow the holder
to demand 100% of the principal plus interest within 1 to 7 days. The coupon
varies daily, weekly or monthly with the
5
<PAGE>
market and the price remains at par; this provides a great deal of stability to
the Fund at market yields. The value of the underlying variable rate demand
instrument may change with changes in interest rates.
Normally, the Fund invests at least 65% of its net assets in municipal
securities which are rated within the three highest quality rating categories of
Moody's (Aaa, Aa and A), S&P or Fitch (AAA, AA and A) or equivalent ratings by
another nationally recognized statistical rating organization, or if unrated,
judged by the Adviser to be of comparable quality at the time of purchase. The
Fund will not invest in any debt security rated lower than Baa by Moody's, BBB
by S&P or Fitch or of equivalent quality as determined by the Adviser. The Fund
may, however, invest in a debt security so rated by one rating agency even
though the security may be rated lower by one or more of the other agencies.
Should the rating of a portfolio security be downgraded, the Adviser will
determine whether it is in the best interest of the Fund to retain or dispose of
the security.
Under normal market conditions the Fund expects to invest 100% of its
portfolio securities in municipal securities. However, if defensive
considerations or an unusual disparity between after-tax income on taxable and
municipal securities make it advisable, up to 20% of the Fund's assets may be
held in cash or invested in short-term taxable investments, including U.S.
Government obligations and taxable money market instruments. The Fund may
temporarily invest more than 20% of its assets in taxable securities during
periods which, in the Adviser's opinion, require a defensive position.
Management Strategies and Portfolio Turnover. SMTTFF may engage in short-term
trading (selling securities held for brief periods of time, usually less than 3
months) if the Advisor believes that such transactions, net costs including
taxes, if any, would improve the overall return of its portfolio. The needs of
different classes of lenders and borrowers and their changing preferences and
circumstances have in the past caused market dislocations unrelated to
fundamental creditworthiness and trends in interest rates which have presented
market trading opportunities. There can be no assurance that such dislocations
will occur in the future or that SMTTFF will be able to take advantage of them.
SMTTFF will limit its voluntary short-term trading to the extent such limitation
is necessary for it to qualify as a "regulated investment company" under the
Internal Revenue Code. (See "TAXES.")
It is anticipated that the portfolio turnover rate will vary considerably
from period to period depending on market developments, but will not be expected
to exceed 100 percent. Higher levels of portfolio activity result in high
transaction costs and may also result in taxes on realized capital gains to be
borne by the Fund's shareholders.
Special Considerations. Because SMTTFF holds high quality municipal securities,
the income earned on shares of the Fund will tend to be less than it might be on
a portfolio emphasizing lower quality securities. Municipal obligations are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws,
if any, which may be enacted by Congress or state legislatures extending the
time for payment of principal or interest, or both, or imposing other
constraints upon enforcement of such obligations or upon municipalities to levy
taxes. There is also the possibility that as a result of litigation or other
conditions the power or ability of any one or more issuers to pay when due
principal of and interest on its or their municipal obligations may be
materially affected. Although SMTTFF quality standards are designed to minimize
the credit risk of investing in the Fund, that risk cannot be entirely
eliminated. The Fund also practices other investment strategies that may involve
additional risk. (See "Investments and Investment Techniques Common to the
Funds.")
General Investment Objective and Policies of Scudder Managed Municipal Bonds
Scudder Managed Municipal Bonds, a series of SMT, is a pure no-load(TM)
open-end diversified management investment company (or mutual fund). The
investment objective of SMMB is to provide to investors income exempt from
regular federal income tax primarily through investments in high-grade,
long-term municipal securities (as defined below under "Investments and
Investment Techniques Common to the Funds--Municipal Securities"). In contrast
to simply holding a fixed portfolio of municipal securities, SMMB will attempt
to take advantage of opportunities in the market to achieve a higher total
return, i.e., the combination of income and capital performance over the long
term. There can be no assurance that the objective of SMMB will be achieved or
that income to shareholders which is exempt from federal income tax will be
exempt from state or local taxes. In addition, the market prices of municipal
securities, like those of taxable debt securities, vary inversely with interest
rate changes. Thus, the net asset value per share can be expected to fluctuate
and shareholders may receive more or less than the purchase price for shares
they redeem.
6
<PAGE>
It is a fundamental policy which may not be changed without the approval
of a majority of the outstanding voting securities of SMMB (as defined under
"Investment Restrictions") that at least 80% of SMMB's net assets will be
invested in municipal bonds except as stated in the last sentence of this
paragraph. Subject to this policy and as a matter of nonfundamental policy, at
least 65% of its net assets in securities rated, or issued by an issuer rated,
within the three highest quality rating categories of Moody's (Aaa, Aa and A),
S&P or Fitch (AAA, AA and A) or equivalent ratings by another nationally
recognized statistical rating organization, or if unrated, judged by the Adviser
to be of comparable quality at the time of purchase. The Fund may invest up to
10% of its assets in debt securities rated lower than Baa by Moody's, BBB by S&P
or Fitch or of equivalent quality as determined by the Adviser, but will not
purchase bonds rated below B by Moody's, S&P or Fitch, or their equivalent.
When, in the opinion of management, defensive considerations or an unusual
disparity between the after-tax income on taxable investments and comparable
municipal securities make it advisable to do so, up to 20% of SMMB's net assets
may be held in cash or invested in short-term taxable investments such as (1)
U.S. Treasury notes, bills and bonds; (2) obligations of agencies and
instrumentalities of the U.S. Government; (3) money market instruments, such as
domestic bank certificates of deposit, finance company and corporate commercial
paper, and banker's acceptances; and (4) repurchase agreements (agreements under
which the seller agrees at the time of sale to repurchase the security at an
agreed time and price) with respect to any of the obligations which the Fund is
permitted to purchase. Notwithstanding the foregoing, for temporary defensive
purposes, SMMB may invest more than 20% of its net assets in securities the
interest income from which may be subject to federal income tax to meet
temporary liquidity requirements.
Management Strategies and Portfolio Turnover. In pursuit of its investment
objective, SMMB purchases municipal securities that it believes are attractive
and competitive values in terms of quality and yield. However, recognizing the
dynamics of municipal bond prices in response to changes in general economic and
political conditions, fiscal and monetary policies, interest rate levels and
market forces such as supply and demand for various bond issues, the Adviser,
subject to the Trustees' supervision, performs credit analysis and manages
SMMB's portfolio continuously, attempting to take advantage of opportunities to
improve total return, which is a combination of income and principal performance
over the long term. The primary strategies employed in the management of SMMB's
portfolio are:
1. Emphasis on Quality. As indicated above, at least 75% of SMMB's net
assets will be invested in municipal securities which, at the time of purchase,
have a rating within the three highest ratings assigned by Moody's, S&P or
Fitch, or their equivalents, and 100% of the Fund's investments in municipal
securities will be securities which at the time of purchase have a rating within
the four highest ratings as assigned by Moody's (Aaa, Aa, A, Baa), S&P (AAA, AA,
A, BBB) or Fitch (AAA, AA, A, BBB), or securities of comparable quality as
determined by the Adviser. The ratings assigned by Moody's, S&P and Fitch
represent their opinions as to the quality of the municipal securities which
they undertake to rate. It should be emphasized, however, that ratings are
relative and are not absolute standards of quality. Furthermore, even within the
high quality segment of the municipal bond market, relative credit standing and
market perceptions thereof may shift. Should the rating of a portfolio security
be downgraded the Adviser will determine whether it is in the best interest of
the Fund to retain or dispose of the security.
The Adviser has over many years developed an experienced staff to assign
its own quality ratings which are considered in making value judgments and in
arriving at purchase or sale decisions. Through the discipline of this procedure
the Adviser attempts to discern variations in credit rankings of the published
services, and to anticipate changes in credit ranking. The Adviser's Bond
Research Group covers the broad spectrum of senior securities and the Adviser is
responsible, among investments other than SMMB's portfolio, for the management
of more than $13 billion in market value of municipal securities.
2. Variations of Maturity. In an attempt to capitalize on the differences
in total return from municipal securities of differing maturities, maturities
may be varied according to the structure and level of interest rates, and the
Adviser's expectations of changes therein.
3. Emphasis on Relative Valuation. The interest rate (and hence price)
relationships between different categories of municipal securities of the same
or generally similar maturity tend to change constantly in reaction to broad
swings in interest rates and factors affecting relative supply and demand. These
disparities in yield relationships may afford opportunities to implement a
flexible policy of trading portfolio holdings in order to invest in more
attractive market sectors or specific issues.
7
<PAGE>
4. Market Trading Opportunities. In addition to the above, SMMB may engage
in short-term trading (selling securities held for brief periods of time,
usually less than 3 months) if the Adviser believes that such transactions, net
of costs including taxes, if any, would improve the overall return of its
portfolio. The needs of different classes of lenders and borrowers and their
changing preferences and circumstances have in the past caused market
dislocations unrelated to fundamental creditworthiness and trends in interest
rates which have presented market trading opportunities. There can be no
assurance that such dislocations will occur in the future or that SMMB will be
able to take advantage of them. SMMB will limit its voluntary short-term trading
to the extent such limitation is necessary for it to qualify as a "regulated
investment company" under the Internal Revenue Code. (See "TAXES.")
5. Portfolio Turnover Rate. It is anticipated that the portfolio turnover
rate will vary considerably from period to period depending on market
developments, but would not be expected to exceed 100 percent. Higher levels of
portfolio activity result in high transaction costs and may also result in taxes
on realized capital gains to be borne by the Fund's shareholders.
Special Considerations. Because SMMB holds high quality municipal securities,
the income earned on shares of the Fund will tend to be less than it might be on
a portfolio emphasizing lower quality securities. Municipal obligations are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws,
if any, which may be enacted by Congress or state legislatures extending the
time for payment of principal or interest, or both, or imposing other
constraints upon enforcement of such obligations or upon municipalities to levy
taxes. There is also the possibility that as a result of litigation or other
conditions the power or ability of any one or more issuers to pay when due
principal of and interest on its or their municipal obligations may be
materially affected. Although SMMB's quality standards are designed to minimize
the credit risk of investing in the Fund, that risk cannot be entirely
eliminated. The Fund also practices other investment strategies that may involve
additional risk. (See "Investments and Investment Techniques Common to the
Funds.")
General Investment Objective and Policies of Scudder High Yield Tax Free Fund
Scudder High Yield Tax Free Fund is a series of SMT. The investment
objective of SHYTFF is to provide a high level of interest income that is exempt
from regular federal income tax, from an actively managed portfolio consisting
primarily of investment-grade municipal securities. SHYTFF will not invest in
municipal securities, the income from which is subject to regular federal income
tax. From time to time, a portion of SHYTFF's distributions may be taxable as
long-term capital gain or, if made from short-term capital gains realized by
SHYTFF, as ordinary income. SHYTFF's income may be subject to the alternative
minimum tax depending upon investors' particular situations. However, no more
than 20% of SHYTFF's net assets will normally be invested in municipal
securities whose interest income is subject to the individual alternative
minimum tax. There can be no assurance that this objective will be achieved or
that income to shareholders which is exempt from federal income tax will be
exempt from state or local taxes. In addition, the market prices of municipal
securities, like those of taxable debt securities, vary inversely with interest
rate changes. Thus, SHYTFF's net asset value per share can be expected to
fluctuate and shareholders may receive more or less than the purchase price for
shares they redeem.
As a nonfundamental policy, SHYTFF expects under normal market conditions
to invest 100% of its portfolio securities in municipal securities. In addition,
SHYTFF has adopted a nonfundamental policy that at least 80% of its net assets
will normally be invested in municipal bonds, the interest on which is not a tax
preference item under the individual alternative minimum tax. However, it is a
fundamental policy which may not be changed without the approval of majority of
SHYTFF's outstanding voting securities that at least 80% of SHYTFF's assets
will, under normal market conditions, be invested in municipal bonds. SHYTFF, as
a matter of fundamental policy, will not invest more than 20% of its total
assets in taxable securities, except that for temporary defensive purposes, the
Fund may invest more than 20% of its assets in taxable securities to meet
temporary liquidity requirements. When, in the Adviser's opinion, temporary
defensive investing is advisable, up to 100% of SHYTFF's assets may be invested
in high quality municipal bonds. Bonds of high quality are rated in the top two
rating categories by Moody's, S&P and Fitch or, if unrated, judged by the
Adviser to be of equivalent quality.
The Fund will invest at least 50% of its assets in municipal bonds rated,
at the time of purchase, within the four highest quality rating categories of
Moody's (Aaa, Aa, A or Baa), S&P or Fitch (AAA, AA, A or BBB), or their
equivalents as determined by the Adviser. The Fund may invest, however, up to
50% of its total assets in bonds rated below Baa by Moody's or below BBB by S&P
or Fitch, or unrated securities considered to be of equivalent quality. The
8
<PAGE>
Fund may not invest in bonds rated below B by Moody's, S&P or Fitch, or their
equivalent. These medium-grade bonds ordinarily are higher yielding than high
quality bonds (rated within the two highest rating categories by Moody's, S&P or
Fitch). However, medium-grade bonds also involve greater credit risk and are
subject to greater price volatility than high quality bonds. In addition,
medium-grade bonds may be lower yielding than below investment-grade bonds. See
"Additional Information--Ratings of Municipal and Corporate Bonds".
Issuers of junk bonds may be highly leveraged and may not have available
to them more traditional methods of financing. Therefore, the risks associated
with acquiring the securities of such issuers generally are greater than is the
case with higher rated securities. For example, during an economic downturn or a
sustained period of rising interest rates, issuers of high yield securities may
be more likely to experience financial stress, especially if such issuers are
highly leveraged. In addition, the market for high yield municipal securities is
relatively new and has not weathered a major economic recession, and it is
unknown what effects such a recession might have on such securities. During such
a period, such issuers may not have sufficient revenues to meet their interest
payment obligations. The issuer's ability to service its debt obligations also
may be adversely affected by specific issuer developments, or the issuer's
inability to meet specific projected business forecasts, or the unavailability
of additional financing. The risk of loss due to default by the issuer is
significantly greater for the holders of junk bonds because such securities may
be unsecured and may be subordinated to other creditors of the issuer.
It is expected that a significant portion of the junk bonds acquired by
SHYTFF will be purchased upon issuance, which may involve special risks because
the securities so acquired are new issues. In such instances SHYTFF may be a
substantial purchaser of the issue and therefore have the opportunity to
participate in structuring the terms of the offering. Although this may enable
the Fund to seek to protect itself against certain of such risks, the
considerations discussed herein would nevertheless remain applicable.
Adverse publicity and investor perceptions, which may not be based on
fundamental analysis, also may decrease the value and liquidity of junk bonds,
particularly in a thinly traded market. Factors adversely affecting the market
value of such securities are likely to affect adversely SHYTFF's net asset
value. In addition, the Fund may incur additional expenses to the extent that it
is required to seek recovery upon a default on a portfolio holding or
participate in the restructuring of the obligation.
Under normal market conditions, SHYTFF expects to invest principally in
municipal securities with long-term maturities (i.e., more than 10 years).
SHYTFF has the flexibility, however, to invest in municipal securities with
short- and medium-term maturities as well.
Management Strategies and Portfolio Turnover. In pursuit of its investment
objective, SHYTFF purchases municipal bonds that it believes are attractive and
competitive values in terms of quality and yield. However, recognizing the
dynamics of municipal bond prices in response to changes in general economic and
political conditions, fiscal and monetary policies, interest levels and market
forces such as supply and demand for various bond issues, the Adviser, subject
to the Trustees' supervision, performs credit analysis and manages SHYTFF's
portfolio continuously, attempting to take advantage of opportunities to improve
total return, which is a combination of income and principal performance over
the long term. The primary strategies employed in the management of SHYTFF's
portfolio are:
1. Emphasis on High Income. As indicated above, SHYTFF expects to invest
primarily in medium-grade municipal bonds rated A or Baa by Moody's, A or BBB by
S&P or A or BBB by Fitch or, if unrated, of equivalent quality as determined by
the Adviser. However, municipal bonds rated within the same rating category may
vary in terms of the creditworthiness of their issuers and market perceptions of
creditworthiness. Therefore, the Adviser reviews continuously the quality of
municipal bonds in which SHYTFF invests. Should the rating of a portfolio
security be downgraded the Adviser will determine whether it is in the best
interest of the Fund to retain or dispose of the security.
The Adviser has over many years developed an experienced staff to assign
its own quality ratings which are considered in making value judgments and in
arriving at purchase or sale decisions. Through the discipline of this procedure
the Adviser attempts to discern variations in credit rankings of the published
services, and to anticipate changes in credit ranking.
9
<PAGE>
The Adviser's Bond Research Group covers the broad spectrum of senior
securities and the Adviser is responsible, among investments other than SHYTFF's
portfolio, for the management of more than $10 billion in market value of
municipal bonds.
2. Variations of Maturity. In an attempt to capitalize on the differences
in total return from municipal bonds of differing maturities, maturities may be
varied according to the structure and level of interest rates, and the Adviser's
expectations of changes therein.
3. Emphasis on Relative Valuation. The interest rate (and hence price)
relationships between different categories of municipal bonds of the same or
generally similar maturity tend to change constantly in reaction to broad swings
in interest rates and factors affecting relative supply and demand. These
disparities in yield relationships may afford opportunities to implement a
flexible policy of trading portfolio holdings in order to invest in more
attractive market sectors or specific issues.
4. Market Trading Opportunities. In addition to the above, SHYTFF may
engage in short-term trading (selling securities held for brief periods of time,
usually less than 3 months) if the Adviser believes that such transactions, net
of costs including taxes, if any, would improve the overall return of its
portfolio. The needs of different classes of lenders and borrowers and their
changing preferences and circumstances have in the past caused market
dislocations unrelated to fundamental creditworthiness and trends in interest
rates which have presented market trading opportunities. There can be no
assurance that such dislocations will occur in the future or that SHYTFF will be
able to take advantage of them. SHYTFF will limit its voluntary short-term
trading to the extent such limitation is necessary to qualify as a "regulated
investment company" under the Internal Revenue Code. (See "TAXES.")
5. Portfolio Turnover Rate. It is anticipated that the portfolio turnover
rate will vary considerably from period to period depending on market
developments, but would not be expected to exceed 100 percent. Higher levels of
portfolio activity result in high transaction costs and may also result in taxes
on realized capital gains to be borne by the Fund's shareholders.
Special Considerations. Because under normal market conditions SHYTFF holds
medium-grade municipal bonds, the income earned on shares of the Fund will tend
to be higher than it might be on a portfolio emphasizing higher quality
securities. However, the credit risk of holding medium-grade municipal bonds is
greater than that pertaining to higher quality securities. Municipal obligations
are subject to the provisions of bankruptcy, insolvency and other laws affecting
the rights and remedies of creditors, such as the Federal Bankruptcy Code, and
laws, if any, which may be enacted by Congress or state legislatures extending
the time for payment of principal or interest, or both, or imposing other
constraints upon enforcement of such obligations or upon municipalities to levy
taxes. There is also the possibility that as a result of litigation or other
conditions the power or ability of any one or more issuers to pay when due
principal of and interest on its or their municipal obligations may be
materially affected. The Fund also practices other investment strategies that
may involve additional risk. (See "Investments and Investment Techniques Common
to the Funds.")
Investments and Investment Techniques Common to the Funds
As discussed below, the following description of investments and
investment techniques is applicable to more than one of the Funds.
Municipal Securities. Municipal Securities are issued by or on behalf of states,
territories and possessions of the United States and their political
subdivisions, agencies and instrumentalities to obtain funds for various public
purposes. The interest on these obligations is generally exempt from federal
income tax in the hands of most investors, except for the possible applicability
of the alternative minimum tax. The two principal classifications of municipal
securities are "Notes" and "Bonds."
1. Municipal Notes. Municipal Notes are generally used to provide for
short-term capital needs and generally have maturities of one year or less.
Municipal notes include: Tax Anticipation Notes; Revenue Anticipation Notes;
Bond Anticipation Notes; and Construction Loan Notes.
10
<PAGE>
Tax anticipation notes are sold to finance working capital needs of
municipalities. They are generally payable from specific tax revenues expected
to be received at a future date. Revenue anticipation notes are issued in
expectation of receipt of other types of revenue such as Federal revenues
available under the Federal Revenue Sharing Program. Tax anticipation notes and
revenue anticipation notes are generally issued in anticipation of various
seasonal revenues such as income, sales, use, and business taxes. Bond
anticipation notes are sold to provide interim financing. These notes are
generally issued in anticipation of long-term financing in the market. In most
cases, these monies provide for the repayment of the notes. Construction loan
notes are sold to provide construction financing. After the projects are
successfully completed and accepted, many projects receive permanent financing
through the Federal Housing Administration under "Fannie Mae" (the Federal
National Mortgage Association) or "Ginnie Mae" (the Government National Mortgage
Association). There are, of course, a number of other types of notes issued for
different purposes and secured differently from those described above.
2. Municipal Bonds. Municipal bonds, which meet longer term capital needs
and generally have maturities of more than one year when issued, have two
principal classifications: "General Obligation" Bonds and "Revenue" Bonds.
Issuers of General Obligation Bonds include states, counties, cities,
towns and regional districts. The proceeds of these obligations are used to fund
a wide range of public projects including the construction or improvement of
schools, highways and roads, water and sewer systems and a variety of other
public purposes. The basic security of General Obligation Bonds is the issuer's
pledge of its full faith, credit and taxing power for the payment of principal
and interest. The taxes that can be levied for the payment of debt service may
be limited or unlimited as to rate or amount or special assessments.
The principal security for a Revenue Bond is generally the net revenues
derived from a particular facility or group of facilities or, in some cases,
from the proceeds of a special excise or other specific revenue source. Revenue
Bonds have been issued to fund a wide variety of capital projects including:
electric, gas, water and sewer systems; highways, bridges and tunnels; port and
airport facilities; colleges and universities; and hospitals. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may also be
used to make principal and interest payments on the issuer's obligations.
Housing finance authorities have a wide range of security including partially or
fully insured, rent subsidized and/or collateralized mortgages, and/or the net
revenues from housing or other public projects. In addition to a debt service
reserve fund, some authorities provide further security in the form of a state's
ability (without obligation) to make up deficiencies in the debt service reserve
fund. Lease rental revenue bonds issued by a state or local authority for
capital projects are secured by annual lease rental payments from the state or
locality to the authority sufficient to cover debt service on the authority's
obligations.
Industrial Development and Pollution Control Bonds (which are types of
private activity bonds), although nominally issued by municipal authorities, are
generally not secured by the taxing power of the municipality but are secured by
the revenues of the authority derived from payments by the industrial user.
Under federal tax legislation, certain types of Industrial Development Bonds and
Pollution Control Bonds may no longer be issued on a tax-exempt basis, although
previously-issued bonds of these types and certain refundings of such bonds are
not affected. Each Fund, with the exception of SLTTFF, may invest more than 25%
of its assets in industrial development or other private activity bonds, subject
to each Fund's fundamental investment policies, and also subject to each Fund's
current intention not to invest in municipal securities whose investment income
is taxable or AMT bonds, or in the case of SHYTFF, subject to the Fund's 20%
limitation on investing in AMT bonds. For the purposes of each Fund's investment
limitation regarding concentration of investments in any one industry,
industrial development or other private activity bonds ultimately payable by
companies within the same industry will be considered as if they were issued by
issuers in the same industry.
3. Municipal Lease Obligations and Participation Interests. A municipal
lease obligation may take the form of a lease, installment purchase contract or
conditional sales contract which is issued by a state or local government and
authorities to acquire land, equipment and facilities. Income from such
obligations is generally exempt from state and local taxes in the state of
issuance. Municipal lease obligations frequently involve special risks not
normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and
11
<PAGE>
statutory requirements for the issuance of debt. The debt issuance limitations
are deemed to be inapplicable because of the inclusion in many leases or
contracts of "non-appropriation" clauses that relieve the governmental issuer of
any obligation to make future payments under the lease or contract unless money
is appropriated for such purpose by the appropriate legislative body on a yearly
or other periodic basis. In addition, such leases or contracts may be subject to
the temporary abatement of payments in the event the issuer is prevented from
maintaining occupancy of the leased premises or utilizing the leased equipment.
Although the obligations may be secured by the leased equipment or facilities,
the disposition of the property in the event of nonappropriation or foreclosure
might prove difficult, time consuming and costly, and result in a delay in
recovery or the failure to fully recover the Fund's original investment.
Participation interests represent undivided interests in municipal leases,
installment purchase contracts, conditional sales contracts or other
instruments. These are typically issued by a trust or other entity which has
received an assignment of the payments to be made by the state or political
subdivision under such leases or contracts.
Certain municipal lease obligations and participation interests may be
deemed illiquid for the purpose of the Fund's limitation on investments in
illiquid securities. Other municipal lease obligations and participation
interests acquired by the Fund may be determined by the Adviser to be liquid
securities for the purpose of such limitation. In determining the liquidity of
municipal lease obligations and participation interests, the Adviser will
consider a variety of factors including: (1) the willingness of dealers to bid
for the security; (2) the number of dealers willing to purchase or sell the
obligation and the number of other potential buyers; (3) the frequency of trades
or quotes for the obligation; and (4) the nature of the marketplace in which the
security trades. In addition, the Adviser will consider factors unique to
particular lease obligations and participation interests affecting the
marketability thereof. These include the general creditworthiness of the issuer,
the importance to the issuer of the property covered by the lease and the
likelihood that the marketability of the obligation will be maintained
throughout the time the obligation is held by the Fund.
The Fund may purchase participation interests in municipal lease
obligations held by a commercial bank or other financial institution. Such
participations provide the Fund with the right to a pro rata undivided interest
in the underlying municipal lease obligations. In addition, such participations
generally provide the Fund with the right to demand payment, on not more than
seven days' notice, of all or any part of the Fund's participation interest in
the underlying municipal lease obligation, plus accrued interest. The Fund will
only invest in such participations if, in the opinion of bond counsel, counsel
for the issuers of such participations or counsel selected by the Adviser, the
interest from such participations is exempt from regular federal income tax and
state income tax, if applicable.
4. Other Municipal Securities. There is, in addition, a variety of hybrid
and special types of municipal securities as well as numerous differences in the
security of municipal securities both within and between the two principal
classifications above.
The Funds may purchase variable rate demand instruments that are
tax-exempt municipal obligations providing for a periodic adjustment in the
interest rate paid on the instrument according to changes in interest rates
generally. These instruments also permit a Fund to demand payment of the unpaid
principal balance plus accrued interest upon a specified number of days' notice
to the issuer or its agent. The demand feature may be backed by a bank letter of
credit or guarantee issued with respect to such instrument. The Funds intend to
exercise the demand only (1) upon a default under the terms of the municipal
obligation, (2) as needed to provide liquidity to the Fund, or (3) to maintain a
high quality investment portfolio or (4) to maximize the Fund's yield. A bank
that issues a repurchase commitment may receive a fee from a Fund for this
arrangement. The issuer of a variable rate demand instrument may have a
corresponding right to prepay in its discretion the outstanding principal of the
instrument plus accrued interest upon notice comparable to that required for the
holder to demand payment.
The variable rate demand instruments that a Fund may purchase are payable
on demand on not more than seven calendar days' notice. The terms of the
instruments provide that interest rates are adjustable at intervals ranging from
daily up to six months, and the adjustments are based upon the current interest
rate environment as provided in the respective instruments. The Funds will
determine the variable rate demand instruments that they will purchase in
accordance with procedures approved by the Trustees to minimize credit risks.
The Adviser may determine that an unrated variable rate demand instrument meets
a Fund's quality criteria by reason of being backed by a letter of credit or
guarantee issued by a bank that meets the quality criteria for the Fund. Thus,
either the credit of the issuer of the municipal obligation or the guarantor
bank or both will meet the quality standards of a Fund. The Adviser will
12
<PAGE>
reevaluate each unrated variable rate demand instrument held by a Fund on a
quarterly basis to determine that it continues to meet the Fund's quality
criteria.
The interest rate of the underlying variable rate demand instruments may
change with changes in interest rates generally, but the variable rate nature of
these instruments should decrease changes in value due to interest rate
fluctuations. Accordingly, as interest rates decrease or increase, the potential
for capital gain and the risk of capital loss on the disposition of portfolio
securities are less than would be the case with a comparable portfolio of fixed
income securities. The Funds may purchase variable rate demand instruments on
which stated minimum or maximum rates, or maximum rates set by state law, limit
the degree to which interest on such variable rate demand instruments may
fluctuate; to the extent it does, increases or decreases in value of such
variable rate demand notes may be somewhat greater than would be the case
without such limits. Because the adjustment of interest rates on the variable
rate demand instruments is made in relation to movements of the applicable rate
adjustment index, the variable rate demand instruments are not comparable to
long-term fixed interest rate securities. Accordingly, interest rates on the
variable rate demand instruments may be higher or lower than current market
rates for fixed rate obligations of comparable quality with similar final
maturities.
The maturity of the variable rate demand instruments held by the Funds
will ordinarily be deemed to be the longer of (1) the notice period required
before the Fund is entitled to receive payment of the principal amount of the
instrument or (2) the period remaining until the instrument's next interest rate
adjustment.
5. General Considerations. An entire issue of Municipal Securities may be
purchased by one or a small number of institutional investors such as one of the
Funds. Thus, the issue may not be said to be publicly offered. Unlike securities
which must be registered under the Securities Act of 1933 (the "1933 Act") prior
to offer and sale unless an exemption from such registration is available,
municipal securities which are not publicly offered may nevertheless be readily
marketable. A secondary market exists for municipal securities which were not
publicly offered initially.
Securities purchased for the Funds are subject to the limitations on
holdings of securities which are not readily marketable contained in each Fund's
investment restrictions. The Adviser determines whether a municipal security is
readily marketable based on whether it may be sold in a reasonable time
consistent with the customs of the municipal markets (usually seven days) at a
price (or interest rate) which accurately reflects its value. The Adviser
believes that the quality standards applicable to each Fund's investments
enhance marketability. In addition, Stand-by Commitments and demand obligations
also enhance marketability.
For the purpose of each Fund's investment restrictions, the identification
of the "issuer" of municipal securities which are not General Obligation Bonds
is made by the Adviser on the basis of the characteristics of the obligation as
described above, the most significant of which is the source of funds for the
payment of principal of and interest on such obligations.
Each Fund expects that it will not invest more than 25% of its total
assets in municipal securities whose issuers are located in the same state or
more than 25% of its total assets in municipal securities the security of which
is derived from any one of the following categories: hospitals and health
facilities; turnpikes and toll roads; ports and airports; or colleges and
universities. Each Fund may invest more than 25% of its total assets in
municipal securities of one or more of the following types: public housing
authorities; general obligations of states and localities; lease rental
obligations of states and local authorities; state and local housing finance
authorities; municipal utilities systems; bonds that are secured or backed by
the Treasury or other U.S. Government guaranteed securities; or industrial
development and pollution control bonds. There could be economic, business or
political developments, which might affect all municipal securities of a similar
type. However, the Funds believe that the most important consideration affecting
risk is the quality of particular issues of municipal securities rather than
factors affecting all, or broad classes of, municipal securities.
When-Issued or Forward Delivery Securities. The Funds may purchase securities
offered on a "when-issued" or "forward delivery" basis. When so offered, the
price, which is generally expressed in yield terms, is fixed at the time the
commitment to purchase is made, but delivery and payment for the when-issued or
forward delivery securities take place at a later date. During the period
between purchase and settlement, no payment is made by the purchaser to the
issuer and no interest on the when-issued or forward delivery security accrues
to the purchaser. To the extent that
13
<PAGE>
assets of a Fund are not invested prior to the settlement of a purchase of
securities, that Fund will earn no income; however, it is intended that each
Fund will be fully invested to the extent practicable and subject to the
policies stated above. While when-issued or forward delivery securities may be
sold prior to the settlement date, it is intended that each Fund will purchase
such securities with the purpose of actually acquiring them unless a sale
appears desirable for investment reasons. At the time the Fund makes the
commitment to purchase securities on a when-issued or forward delivery basis, it
will record the transaction and reflect the value of the security in determining
its net asset value. The Funds do not believe that the net asset value or income
of their portfolios will be adversely affected by their purchase of securities
on a when-issued or forward delivery basis. Each Fund will establish with its
custodian a segregated account in which it will maintain cash, U.S. Government
securities and other high grade debt obligations equal in value to commitments
for when-issued or forward delivery securities. Such segregated securities may
mature or be sold, if necessary, on or before the settlement date.
Stand-by Commitments. Each Fund, with the exception of SLTTFF, may engage in
Stand-by Commitments. STFMF has received an order from the SEC which will enable
it to improve its portfolio liquidity by making available same-day settlements
on portfolio sales (and thus facilitate the same-day payments of redemption
proceeds in federal funds) through the acquisition of "Stand-by Commitments."
SMTTFF, SMMB and SHYTFF may engage in such transactions subject to the
limitations in the rules under the Investment Company Act of 1940 (the "1940
Act"). A Stand-by Commitment is a right acquired by a Fund, when it purchases a
municipal security from a broker, dealer or other financial institution
("seller"), to sell up to the same principal amount of such securities back to
the seller, at that Fund's option, at a specified price. Stand-by Commitments
are also known as "puts." STFMF's, SMMB's and SHYTFF's investment policies
permit the acquisition of Stand-by Commitments solely to facilitate portfolio
liquidity. The acquisition of or the power to exercise a Stand-by Commitment
will not affect the valuation or maturity of STFMF's underlying portfolio, which
will be valued in accordance with the order of the SEC. The exercise by a Fund
of a Stand-by Commitment is subject to the ability of the other party to fulfill
its contractual commitment.
Stand-by Commitments acquired by the Funds will have the following
features: (1) they will be in writing and will be physically held by a Fund's
custodian; (2) a Fund's rights to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Adviser's opinion present a minimal risk of default; (4) although Stand-by
Commitments will not be transferable, municipal securities purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) a Fund's
acquisition cost (excluding the cost, if any, of the Stand-by Commitment) of the
municipal securities which are subject to the commitment (excluding any accrued
interest which a Fund paid on their acquisition), less any amortized market
premium or plus any amortized market or original issue discount during the
period a Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date. Since STFMF will value
municipal securities on an amortized cost basis, the amount receivable upon
exercise of a Stand-by Commitment will be substantially the same as the value
assigned by that Fund to the underlying securities. Moreover, while there is
little risk of an event occurring which would make amortized cost valuation of
its portfolio securities inappropriate, if such condition developed, the
securities may, in the discretion of the Trustees, be valued on the basis of
available market information and held to maturity. Each Fund expects to refrain
from exercising a Stand-by Commitment in the event that the amount receivable
upon exercise of the Stand-by Commitment is significantly greater than the then
current market value of the underlying municipal securities in order to avoid
imposing a loss on a seller and thus jeopardizing that Fund's business
relationship with that seller.
The Funds expect that Stand-by Commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, each Fund will pay for Stand-by Commitments, either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitments. As a matter of policy, the total amount
"paid" by a Fund in either manner for outstanding Stand-by Commitments will not
exceed 1/2 of 1% of the value of total assets of that Fund calculated
immediately after any Stand-by Commitment is acquired.
It is difficult to evaluate the likelihood of use or the potential benefit
of a Stand-by Commitment. Therefore, it is expected that the Funds' Trustees
will determine that Stand-by Commitments ordinarily have a "fair value" of zero,
regardless of whether any direct or indirect consideration was paid. However, in
the case of SMTTFF, if the market price of the security subject to the Stand-by
Commitment is less than the exercise price of the Stand-by commitment, such
security will ordinarily be valued at such exercise price. When each Fund has
paid for a Stand-by Commitment, its cost will be reflected as unrealized
depreciation for the period during which the commitment is held. In addition,
14
<PAGE>
for purposes of complying with the condition of the SEC's amortized cost Rule
that the dollar-weighted average maturity of its portfolio shall not exceed 90
days, the maturity of a portfolio security of STFMF shall not be considered
shortened or otherwise affected by any Stand-by Commitment to which such
security is subject.
Management of the Funds understands that the Internal Revenue Service (the
"Service") has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The Service
has also issued private letter rulings to certain taxpayers (which do not serve
as precedent for other taxpayers) to the effect that tax-exempt interest
received by a regulated investment company with respect to such obligations will
be tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The Service has subsequently
announced that it will not ordinarily issue advance ruling letters as to the
identity of the true owner of property in cases involving the sale of securities
or participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. Each of the Funds intends to take the position that it
owns any municipal obligations acquired subject to a Stand-by Commitment and
that tax-exempt interest earned with respect to such municipal obligations will
be tax-exempt in its hands. There is no assurance that the Service will agree
with such position in any particular case. There is no assurance that Stand-by
Commitments will be available to the Funds nor has any of the Funds assumed that
such commitments would continue to be available under all market conditions.
Third Party Puts. The Funds may also purchase long-term fixed rate bonds that
have been coupled with an option granted by a third party financial institution
allowing a Fund at specified intervals (not exceeding 397 calendar days in the
case of STFMF) to tender (or "put") the bonds to the institution and receive the
face value thereof (plus accrued interest). These third party puts are available
in several different forms, may be represented by custodial receipts or trust
certificates and may be combined with other features such as interest rate
swaps. The Fund receives a short-term rate of interest (which is periodically
reset), and the interest rate differential between that rate and the fixed rate
on the bond is retained by the financial institution. The financial institution
granting the option does not provide credit enhancement, and in the event that
there is a default in the payment of principal or interest, or downgrading of a
bond to below investment grade, or a loss of the bond's tax-exempt status, the
put option will terminate automatically, the risk to the Fund will be that of
holding such a long-term bond and, in the case of STFMF, the dollar-weighted
average maturity of the Fund's portfolio would be adversely affected.
These bonds coupled with puts may present the same tax issues as are
associated with Stand-by Commitments discussed above. As with any Stand-by
Commitments acquired by a Fund, the Fund intends to take the position that it is
the owner of any municipal obligation acquired subject to a third-party put, and
that tax-exempt interest earned with respect to such municipal obligations will
be tax-exempt in its hands. There is no assurance that the Service will agree
with such position in any particular case. Additionally, the federal income tax
treatment of certain other aspects of these investments, including the treatment
of tender fees and swap payments, in relation to various regulated investment
company tax provisions is unclear. However, the Adviser intends to manage the
Funds' portfolios in a manner designed to minimize any adverse impact from these
investments.
Repurchase Agreements. Each Fund, with the exception of SLTTFF, may enter into
repurchase agreements with any member bank of the Federal Reserve System or any
domestic broker/dealer which is recognized as a reporting government securities
dealer if the creditworthiness of the bank or broker/dealer has been determined
by the Adviser to be at least as high as that of other issuers of obligations
the Fund may purchase or to be at least equal to that of issuers of commercial
paper rated within the two highest grades assigned by Moody's, S&P or Fitch.
A repurchase agreement provides a means for a Fund to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., a Fund) acquires a security ("obligation") and the seller
agrees, at the time of sale, to repurchase the obligation at a specified time
and price. The repurchase price may be higher than the purchase price, the
difference being income to a Fund, or the purchase and repurchase prices may be
the same, with interest at a stated rate due to a Fund together with the
repurchase price upon repurchase. In either case, the income to a Fund (which is
taxable) is unrelated to the interest rate on the obligation itself. Obligations
will be physically held by the custodian or in the Federal Reserve Book Entry
system.
For purposes of the 1940 Act, a repurchase agreement is deemed to be a
loan from a Fund to the seller of the obligation subject to the repurchase
agreement and is therefore subject to that Fund's investment restriction
15
<PAGE>
applicable to loans. It is not clear whether a court would consider the
obligation purchased by a Fund subject to a repurchase agreement as being owned
by that Fund or as being collateral for a loan by that Fund to the seller. In
the event of the commencement of bankruptcy or insolvency proceedings with
respect to the seller of the obligation before repurchase of the obligation
under a repurchase agreement, a Fund may encounter delay and incur costs before
being able to sell the security. Delays may involve loss of interest or decline
in price of the obligation. If the court characterized the transaction as a loan
and a Fund has not perfected a security interest in the obligation, that Fund
may be required to return the obligation to the seller's estate and be treated
as an unsecured creditor of the seller. As an unsecured creditor, a Fund would
be at the risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt instrument purchased for a Fund, the
Adviser seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the obligation, in which
case a Fund may incur a loss if the proceeds to that Fund from the sale to a
third party are less than the repurchase price. However, if the market value of
the obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), the Fund involved will direct the seller
of the obligation to deliver additional securities so that the market value of
all securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that a Fund will be unsuccessful in seeking to
impose on the seller a contractual obligation to deliver additional securities.
Reverse Repurchase Agreements. STFMF and SMTTFF may enter into "reverse
repurchase agreements," which are repurchase agreements in which a Fund, as the
seller of the securities, agrees to repurchase them at an agreed time and price.
STFMF and SMTTFF will maintain a segregated account with its custodian
containing cash, U.S. Government securities and other high grade debt
obligations equal in value to its obligation in connection with outstanding
reverse repurchase agreements. STFMF may also acquire participation in privately
negotiated loans to municipal borrowers provided that the interest received by
the Fund is exempt, in the opinion of bond counsel to the municipal borrower,
from federal income tax. Reverse repurchase agreements are borrowings subject to
STFMF's and SMTTFF's investment restrictions applicable to that activity.
Participation Interests. STFMF may purchase from banks participation interests
in all or part of specific holdings of municipal securities. Each participation
is backed by an irrevocable letter of credit or guarantee of the selling bank
that the Adviser has determined meets the prescribed quality standards of each
Fund. Thus, even if the credit of the issuer of the municipal security does not
meet the quality standards of STFMF, the credit of the selling bank will. STFMF
has the right to sell the participation back to the bank after seven days'
notice for the full principal amount of the Fund's interest in the municipal
security plus accrued interest, but only (1) as required to provide liquidity to
the Fund, (2) to maintain a high quality investment portfolio or (3) upon a
default under the terms of the municipal security. The selling bank may receive
a fee from STFMF in connection with the arrangement. STFMF will not purchase
participation interests unless it receives an opinion of counsel or a ruling of
the Internal Revenue Service satisfactory to the Trustees of the Fund that
interest earned by the Fund on municipal obligations in which it holds
participation interests is exempt from federal income tax. An opinion of counsel
is not binding on the Service and there is no assurance that the Service will
agree with any opinion of counsel.
Strategic Transactions and Derivatives. Each Fund, with the exception of STFMF
may, but is not required to, utilize various other investment strategies as
described below to hedge various market risks (such as interest rates and broad
or specific market movements), to manage the effective maturity or duration of
the Fund's portfolio, or to enhance potential gain. These strategies may be
executed through the use of derivative contracts. Such strategies are generally
accepted as a part of modern portfolio management and are regularly utilized by
many mutual funds and other institutional investors. Techniques and instruments
may change over time as new instruments and strategies are developed or
regulatory changes occur.
In the course of pursuing these investment strategies, the Funds may
purchase and sell exchange-listed and over-the-counter put and call options on
securities, fixed-income indices and other financial instruments, purchase and
sell financial futures contracts and options thereon, and enter into various
interest rate transactions such as swaps, caps, floors or collars (collectively,
all the above are called "Strategic Transactions"). Strategic Transactions may
be used without limit (except to the extent that 80% of the Funds' net assets
are required to be invested in tax-exempt municipal securities, and as limited
by the Funds' other investment restrictions) to attempt to protect against
possible changes in the market value of securities held in or to be purchased
for the Funds' portfolio resulting from securities markets fluctuations, to
protect the Funds' unrealized gains in the value of its portfolio securities, to
facilitate the sale of such
16
<PAGE>
securities for investment purposes, to manage the effective maturity or duration
of the Funds' portfolio, or to establish a position in the derivatives markets
as a temporary substitute for purchasing or selling particular securities. Some
Strategic Transactions may also be used to enhance potential gain although no
more than 5% of the Funds' assets will be committed to Strategic Transactions
entered into for non-hedging purposes. Any or all of these investment techniques
may be used at any time and in any combination, and there is no particular
strategy that dictates the use of one technique rather than another, as use of
any Strategic Transaction is a function of numerous variables including market
conditions. The ability of the Funds to utilize these Strategic Transactions
successfully will depend on the Adviser's ability to predict pertinent market
movements, which cannot be assured. The Funds will comply with applicable
regulatory requirements when implementing these strategies, techniques and
instruments. Strategic Transactions involving financial futures and options
thereon will be purchased, sold or entered into only for bona fide hedging, risk
management or portfolio management purposes and not for speculative purposes.
Strategic Transactions, including derivative contracts, have risks
associated with them including possible default by the other party to the
transaction, illiquidity and, to the extent the Adviser's view as to certain
market movements is incorrect, the risk that the use of such Strategic
Transactions could result in losses greater than if they had not been used. Use
of put and call options may result in losses to the Funds, force the sale or
purchase of portfolio securities at inopportune times or for prices higher than
(in the case of put options) or lower than (in the case of call options) current
market values, limit the amount of appreciation the Funds can realize on its
investments or cause the Funds to hold a security it might otherwise sell. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of the
Funds creates the possibility that losses on the hedging instrument may be
greater than gains in the value of the Funds' position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets,
the Funds might not be able to close out a transaction without incurring
substantial losses, if at all. Although the use of futures and options
transactions for hedging should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any potential gain which might result from an increase in value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial premium.
Losses resulting from the use of Strategic Transactions would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.
General Characteristics of Options. Put options and call options typically have
similar structural characteristics and operational mechanics regardless of the
underlying instrument on which they are purchased or sold. Thus, the following
general discussion relates to each of the particular types of options discussed
in greater detail below. In addition, many Strategic Transactions involving
options require segregation of Fund assets in special accounts, as described
below under "Use of Segregated and Other Special Accounts."
A put option gives the purchaser of the option, upon payment of a premium,
the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
For instance, a Fund's purchase of a put option on a security might be designed
to protect its holdings in the underlying instrument (or, in some cases, a
similar instrument) against a substantial decline in the market value by giving
the Fund the right to sell such instrument at the option exercise price. A call
option, upon payment of a premium, gives the purchaser of the option the right
to buy, and the seller the obligation to sell, the underlying instrument at the
exercise price. A Fund's purchase of a call option on a security, financial
future, index, currency or other instrument might be intended to protect a Fund
against an increase in the price of the underlying instrument that it intends to
purchase in the future by fixing the price at which it may purchase such
instrument. An American style put or call option may be exercised at any time
during the option period while a European style put or call option may be
exercised only upon expiration or during a fixed period prior thereto. A Fund is
authorized to purchase and sell exchange listed options and over-the-counter
options ("OTC options"). Exchange listed options are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"), which guarantees
the performance of the obligations of the parties to such options. The
discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.
With certain exceptions, OCC issued and exchange listed options generally
settle by physical delivery of the underlying security or currency, although in
the future cash settlement may become available. Index options and Eurodollar
instruments are cash settled for the net amount, if any, by which the option is
"in-the-money" (i.e., where
17
<PAGE>
the value of the underlying instrument exceeds, in the case of a call option, or
is less than, in the case of a put option, the exercise price of the option) at
the time the option is exercised. Frequently, rather than taking or making
delivery of the underlying instrument through the process of exercising the
option, listed options are closed by entering into offsetting purchase or sale
transactions that do not result in ownership of the new option.
A Fund's ability to close out its position as a purchaser or seller of an
OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. A Fund
will only sell OTC options that are subject to a buy-back provision permitting a
Fund to require the Counterparty to sell the option back to a Fund at a formula
price within seven days. A Fund expects generally to enter into OTC options that
have cash settlement provisions, although it is not required to do so.
Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with a Fund or fails to make a cash settlement
payment due in accordance with the terms of that option, a Fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Adviser must assess the creditworthiness of each
such Counterparty or any guarantor or credit enhancement of the Counterparty's
credit to determine the likelihood that the terms of the OTC option will be
satisfied. A Fund will engage in OTC option transactions only with U.S.
government securities dealers recognized by the Federal Reserve Bank of New York
as "primary dealers", or broker dealers, domestic or foreign banks or other
financial institutions which have received (or the guarantors of the obligation
of which have received) a short-term credit rating of A-1 from S&P or P-1 from
Moody's or an equivalent rating from any other nationally recognized statistical
rating organization ("NRSRO") or are determined to be of equivalent credit
quality by the Adviser. The staff of the SEC currently takes the position that
OTC options purchased by a Fund, and portfolio securities "covering" the amount
of a Fund's obligation pursuant to an OTC option sold by it (the cost of the
sell-back plus the in-the-money amount, if any) are illiquid, and are subject to
a Fund's limitation on investing no more than 10% of its assets in illiquid
securities.
If a Fund sells a call option, the premium that it receives may serve as a
partial hedge, to the extent of the option premium, against a decrease in the
value of the underlying securities or instruments in its portfolio or will
increase a Fund's income. The sale of put options can also provide income.
A Fund may purchase and sell call options on securities including U.S.
Treasury and agency securities, municipal obligations, mortgage-backed
securities and Eurodollar instruments that are traded on U.S. and foreign
securities exchanges and in the over-the-counter markets, and on securities
indices and futures contracts. All calls sold by a Fund must be "covered" (i.e.,
a Fund must own the securities or futures contract subject to the call) or must
meet the asset segregation requirements described below as long as the call is
outstanding. Even though a Fund will receive the option premium to help protect
it against loss, a call sold by a Fund exposes a Fund during the term of the
option to
18
<PAGE>
possible loss of opportunity to realize appreciation in the market price of the
underlying security or instrument and may require a Fund to hold a security or
instrument which it might otherwise have sold.
A Fund may purchase and sell put options on securities, including U.S.
Treasury and agency securities, mortgage-backed securities, municipal
obligations and Eurodollar instruments (whether or not it holds the above
securities in its portfolio) and on securities indices and futures contracts
other than futures on individual corporate debt and individual equity
securities. A Fund will not sell put options if, as a result, more than 50% of a
Fund's assets would be required to be segregated to cover its potential
obligations under such put options other than those with respect to futures and
options thereon. In selling put options, there is a risk that a Fund may be
required to buy the underlying security at a disadvantageous price above the
market price.
General Characteristics of Futures. A Fund may enter into financial futures
contracts or purchase or sell put and call options on such futures as a hedge
against anticipated interest rate or fixed-income market changes, for duration
management and for risk management purposes. Futures are generally bought and
sold on the commodities exchanges where they are listed with payment of initial
and variation margin as described below. The sale of a futures contract creates
a firm obligation by a Fund, as seller, to deliver to the buyer the specific
type of financial instrument called for in the contract at a specific future
time for a specified price (or, with respect to index futures and Eurodollar
instruments, the net cash amount). Options on futures contracts are similar to
options on securities except that an option on a futures contract gives the
purchaser the right in return for the premium paid to assume a position in a
futures contract and obligates the seller to deliver such position.
A Fund's use of financial futures and options thereon will in all cases be
consistent with applicable regulatory requirements and in particular the rules
and regulations of the Commodity Futures Trading Commission and will be entered
into only for bona fide hedging, risk management (including duration management)
or other portfolio management purposes. Typically, maintaining a futures
contract or selling an option thereon requires a Fund to deposit with a
financial intermediary as security for its obligations an amount of cash or
other specified assets (initial margin) which initially is typically 1% to 10%
of the face amount of the contract (but may be higher in some circumstances).
Additional cash or assets (variation margin) may be required to be deposited
thereafter on a daily basis as the mark to market value of the contract
fluctuates. The purchase of options on financial futures involves payment of a
premium for the option without any further obligation on the part of a Fund. If
a Fund exercises an option on a futures contract it will be obligated to post
initial margin (and potential subsequent variation margin) for the resulting
futures position just as it would for any position. Futures contracts and
options thereon are generally settled by entering into an offsetting transaction
but there can be no assurance that the position can be offset prior to
settlement at an advantageous price, nor that delivery will occur.
A Fund will not enter into a futures contract or related option (except
for closing transactions) if, immediately thereafter, the sum of the amount of
its initial margin and premiums on open futures contracts and options thereon
would exceed 5% of a Fund's total assets (taken at current value); however, in
the case of an option that is in-the-money at the time of the purchase, the
in-the-money amount may be excluded in calculating the 5% limitation. The
segregation requirements with respect to futures contracts and options thereon
are described below.
Options on Securities Indices and Other Financial Indices. A Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through the sale or purchase of options on individual securities or other
instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.
19
<PAGE>
Combined Transactions. A Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions and multiple
interest rate transactions and any combination of futures, options and interest
rate transactions ("component" transactions), instead of a single Strategic
Transaction, as part of a single or combined strategy when, in the opinion of
the Adviser, it is in the best interests of a Fund to do so. A combined
transaction will usually contain elements of risk that are present in each of
its component transactions. Although combined transactions are normally entered
into based on the Adviser's judgment that the combined strategies will reduce
risk or otherwise more effectively achieve the desired portfolio management
goal, it is possible that the combination will instead increase such risks or
hinder achievement of the portfolio management objective.
Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which a
Fund may enter are interest rate and index swaps and the purchase or sale of
related caps, floors and collars. A Fund expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or portion of its portfolio, as a duration management technique or to protect
against any increase in the price of securities a Fund anticipates purchasing at
a later date. A Fund intends to use these transactions as hedges and not as
speculative investments and will not sell interest rate caps or floors where it
does not own securities or other instruments providing the income stream a Fund
may be obligated to pay. Interest rate swaps involve the exchange by a Fund with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. An index swap is an agreement to swap cash flows
on a notional amount based on changes in the values of the reference indices.
The purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
A Fund will usually enter into swaps on a net basis, i.e., the two payment
streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with a Fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as these swaps, caps,
floors and collars are entered into for good faith hedging purposes, the Adviser
and a Fund believe such obligations do not constitute senior securities under
the 1940 Act and, accordingly, will not treat them as being subject to its
borrowing restrictions. A Fund will not enter into any swap, cap, floor or
collar transaction unless, at the time of entering into such transaction, the
unsecured long-term debt of the Counterparty, combined with any credit
enhancements, is rated at least A by S&P or Moody's or has an equivalent rating
from an NRSRO or is determined to be of equivalent credit quality by the
Adviser. If there is a default by the Counterparty, a Fund may have contractual
remedies pursuant to the agreements related to the transaction. The swap market
has grown substantially in recent years with a large number of banks and
investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps, floors and collars are more recent innovations for
which standardized documentation has not yet been fully developed and,
accordingly, they are less liquid than swaps.
Eurodollar Instruments. A Fund may make investments in Eurodollar instruments.
Eurodollar instruments are U.S. dollar-denominated futures contracts or options
thereon which are linked to the London Interbank Offered Rate ("LIBOR"),
although foreign currency-denominated instruments are available from time to
time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the lending of funds and sellers to obtain a fixed rate for borrowings. A Fund
might use Eurodollar futures contracts and options thereon to hedge against
changes in LIBOR, to which many interest rate swaps and fixed income instruments
are linked.
Risks of Strategic Transactions Outside the U.S. When conducted outside the
U.S., Strategic Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees, and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the U.S. of data on which to
make trading decisions, (iii) delays in a Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the U.S., (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the U.S., and (v) lower trading volume and
liquidity.
20
<PAGE>
Use of Segregated and Other Special Accounts. Many Strategic Transactions, in
addition to other requirements, require that a Fund segregate liquid high grade
assets with its custodian to the extent Fund obligations are not otherwise
"covered" through ownership of the underlying security or financial instrument.
In general, either the full amount of any obligation by a Fund to pay or deliver
securities or assets must be covered at all times by the securities, instruments
or currency required to be delivered, or, subject to any regulatory
restrictions, an amount of cash or liquid high grade securities at least equal
to the current amount of the obligation must be segregated with the custodian.
The segregated assets cannot be sold or transferred unless equivalent assets are
substituted in their place or it is no longer necessary to segregate them. For
example, a call option written by a Fund will require a Fund to hold the
securities subject to the call (or securities convertible into the needed
securities without additional consideration) or to segregate liquid high-grade
securities sufficient to purchase and deliver the securities if the call is
exercised. A call option sold by a Fund on an index will require a Fund to own
portfolio securities which correlate with the index or to segregate liquid high
grade assets equal to the excess of the index value over the exercise price on a
current basis. A put option written by a Fund requires a Fund to segregate
liquid, high grade assets equal to the exercise price.
OTC options entered into by a Fund, including those on securities,
financial instruments or indices and OCC issued and exchange listed index
options, will generally provide for cash settlement. As a result, when a Fund
sells these instruments it will only segregate an amount of assets equal to its
accrued net obligations, as there is no requirement for payment or delivery of
amounts in excess of the net amount. These amounts will equal 100% of the
exercise price in the case of a non cash-settled put, the same as an OCC
guaranteed listed option sold by a Fund, or the in-the-money amount plus any
sell-back formula amount in the case of a cash-settled put or call. In addition,
when a Fund sells a call option on an index at a time when the in-the-money
amount exceeds the exercise price, a Fund will segregate, until the option
expires or is closed out, cash or cash equivalents equal in value to such
excess. OCC issued and exchange listed options sold by a Fund other than those
above generally settle with physical delivery, or with an election of either
physical delivery or cash settlement and a Fund will segregate an amount of
assets equal to the full value of the option. OTC options settling with physical
delivery, or with an election of either physical delivery or cash settlement,
will be treated the same as other options settling with physical delivery.
In the case of a futures contract or an option thereon, a Fund must
deposit initial margin and possible daily variation margin in addition to
segregating assets sufficient to meet its obligation to purchase or provide
securities or currencies, or to pay the amount owed at the expiration of an
index-based futures contract. Such assets may consist of cash, cash equivalents,
liquid debt or equity securities or other acceptable assets.
With respect to swaps, a Fund will accrue the net amount of the excess, if
any, of its obligations over its entitlements with respect to each swap on a
daily basis and will segregate an amount of cash or liquid high grade securities
having a value equal to the accrued excess. Caps, floors and collars require
segregation of assets with a value equal to a Fund's net obligation, if any.
Strategic Transactions may be covered by other means when consistent with
applicable regulatory policies. A Fund may also enter into offsetting
transactions so that its combined position, coupled with any segregated assets,
equals its net outstanding obligation in related options and Strategic
Transactions. For example, a Fund could purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by a Fund. Moreover, instead of segregating assets if a Fund held a futures
or forward contract, it could purchase a put option on the same futures or
forward contract with a strike price as high or higher than the price of the
contract held. Other Strategic Transactions may also be offset in combinations.
If the offsetting transaction terminates at the time of or after the primary
transaction no segregation is required, but if it terminates prior to such time,
assets equal to any remaining obligation would need to be segregated.
A Fund's activities involving Strategic Transactions may be limited by the
requirements of Subchapter M of the Internal Revenue Code for qualification as a
regulated investment company. (See "TAXES.")
Illiquid or Restricted Securities. Each Fund may occasionally purchase
securities other than in the open market. While such purchases may often offer
attractive opportunities for investment not otherwise available on the open
market, the securities so purchased are often "restricted or illiquid
securities" or "not readily marketable," i.e., securities which cannot be sold
to the public without registration under the 1933 Act or the availability of an
exemption from registration (such as Rules 144 or 144A) or because they are
subject to other legal or contractual delays in or restrictions on resale.
21
<PAGE>
Generally speaking, restricted securities may be sold only to qualified
institutional buyers, or in a privately negotiated transaction to a limited
number of purchasers, or in limited quantities after they have been held for a
specified period of time and other conditions are met pursuant to an exemption
from registration, or in a public offering for which a registration statement is
in effect under the 1933 Act. A Fund may be deemed to be an "underwriter" for
purposes of the 1933 Act when selling restricted securities to the public, and
in such event the Fund may be liable to purchasers of such securities if such
sale is made in violation of the 1933 Act or if the registration statement
prepared by the issuer, or the prospectus forming a part of it, is materially
inaccurate or misleading.
The Adviser will monitor the liquidity of such restricted securities
subject to the supervision of the Board of Trustees. In reaching liquidity
decisions, the Adviser will consider the following factors: (1) the frequency of
trades and quotes for the security, (2) the number of dealers wishing to
purchase or sell the security and the number of their potential purchasers, (3)
dealer undertakings to make a market in the security; and (4) the nature of the
security and the nature of the marketplace trades (i.e. the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
the transfer).
Trustees' Power to Change Objectives and Policies
The objectives and policies of the Funds described above may be changed,
unless expressly stated to the contrary, by their respective Trustees without a
vote of their shareholders.
Investment Restrictions
Unless specified to the contrary, the following restrictions are
fundamental policies and may not be changed with respect to each of the Funds
without the approval of a majority of the outstanding voting securities of such
Fund which, under the 1940 Act and the rules thereunder and as used in this
Statement of Additional Information, means the lesser of (1) 67% of the shares
of such Fund present at a meeting if the holders of more than 50% of the
outstanding shares of such Fund are present in person or by proxy, or (2) more
than 50% of the outstanding shares of such Fund. Any nonfundamental policy of a
Fund may be modified by the Fund's Trustees without a vote of the Fund's
shareholders.
Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after, and is caused by, an acquisition
or encumbrance of securities or assets of, or borrowings by, the Funds.
As a matter of fundamental policy, Scudder Tax Free Money Fund may not:
(1) with respect to 75% of the Fund's total assets, purchase more
than 10% of the voting securities of any one issuer or invest
more than 5% of the value of the total assets of the Fund in the
securities of any one issuer, (except for investments in
obligations issued or guaranteed by the U.S. Government or its
agencies, or instrumentalities cash and cash equivalents and
securities of other investment companies); provided that the
amount of the total assets of the Fund that may be invested in
the securities of any one issuer will, instead, be limited in
accordance with federal law, regulation and regulatory
interpretation applicable to money market funds, as amended from
time to time.
(2) borrow money except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse
repurchase agreements; provided that the Fund maintains asset
coverage of 300% for all borrowings;
(3) purchase or sell real estate (except that the Fund may invest in
(i) securities of companies which deal in real estate or
mortgages, and (ii) securities secured by real estate or
interests therein);
(4) The Fund may not purchase or sell physical commodities or
contracts relating to physical commodities;
22
<PAGE>
(5) act as underwriter of securities issued by others except to the
extent that it may be deemed an underwriter in connection with
the disposition of portfolio securities of the Fund;
(6) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent that the entry into repurchase
agreements and the purchase of debt securities in accordance with
its investment objectives and investment policies may be deemed
to be loans;
(7) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur and except for shares
of the separate classes or series of the Fund, provided that
collateral arrangements with respect to currency-related
contracts, futures contracts, options or other permitted
investments, including deposits of initial and variation margins
are not considered to be the issuers of senior securities for the
purposes of this restriction;
(8) purchase securities if such purchase would cause more than 25% in
the aggregate of the market value of the total assets of the Fund
at the time of such purchase to be invested in the securities of
one or more issuers having their principal business activities in
the same industry, provided that there is no limitation in
respect to investment in obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities, in
municipal obligations issued by governments or political
subdivisions of governments or in certificates of deposit or
bankers acceptances issued by domestic banks; or
(9) purchase securities which are not tax free obligations if such
purchase would cause more than 20% of its total assets to be
invested in such securities, except that, for temporary defensive
purposes, the Fund may invest more than 20% of its total assets
in such securities the interest income from which may be subject
to federal income (i) to meet temporary liquidity requirements,
(ii) during the periods between the commitment to purchase
municipal securities and the settlement date of such purchases
and (iii) during other than normal market conditions.
In addition, as a matter of nonfundamental policy, Scudder Tax Free Money
Fund may not:
(a) purchase or retain securities of any open-end investment company, or
securities of closed-end investment companies except by purchase in
the open market where no commission or profit to a sponsor or dealer
results from such purchases, or except when such purchase, though
not made in the open market, is part of a plan of merger,
consolidation, reorganization or acquisition of assets; in any event
the Fund may not purchase more than 3% of the outstanding voting
securities of another investment company, may not invest more than
5% of its assets in another investment company, and may not invest
more than 10% of its assets in other investment companies;
(b) pledge, mortgage or hypothecate its assets in excess, together with
permitted borrowings, of 1/3 of its total assets;
(c) purchase or retain securities of an issuer any of whose officers,
directors, trustees or security holders is an officer, director or
trustee of the Fund or a member, officer, director or trustee of the
investment adviser of the Fund if one or more of such individuals
owns beneficially more than one-half of one percent (1/2%) of the
outstanding shares or securities or both (taken at market value) of
such issuer and such individuals owning more than one-half of one
percent (1/2%) of such shares or securities together own
beneficially more than 5% of such shares or securities or both;
(d) purchase securities on margin or make short sales, unless, by virtue
of its ownership of other securities, it has the right to obtain
securities equivalent in kind and amount to the securities sold and,
if the right is conditional, the sale is made upon the same
conditions, except that the Fund may obtain such short-term credits
as may be necessary for the clearance of purchases and sales of
securities;
(e) invest more than 10% of its net assets in securities which are not
readily marketable, the disposition of which is restricted under
Federal securities laws, or in repurchase agreements not terminable
within 7 days, and the Fund will not invest more than 10% of its
total assets in restricted securities;
23
<PAGE>
(f) purchase securities of any issuer with a record of less than three
years continuous operations, including predecessors, except U.S.
Government securities, securities of such issuers which are rated by
at least one nationally recognized statistical rating organization,
municipal obligations and obligations issued or guaranteed by any
foreign government or its agencies or instrumentalities, if such
purchase would cause the investments of the Fund in all such issuers
to exceed 5% of the total assets of the Fund taken at market value;
(g) invest in oil, gas or other mineral leases, or exploration or
development programs (although it may invest in issuers which own or
invest in such interests);
(h) borrow money in excess of 5% of its total assets (taken at market
value) or borrow other than from banks;
(i) purchase warrants if as a result warrants taken at the lower of cost
or market value would represent more than 5% of the value of the
Fund's total net assets or more than 2% of its net assets in
warrants that are not listed on the New York or American Stock
Exchanges or on an exchange with comparable listing requirements
(for this purpose, warrants attached to securities will be deemed to
have no value), unless attached to other securities in which it is
permitted to invest;
(j) purchase or sell any put or call options or any combinations
thereof, except that it may acquire rights to resell municipal
obligations at an agreed upon price and at or within an agreed upon
time ("Stand-by Commitments");
(k) purchase or sell real estate limited partnership interests; or
(l) make loans unless all loans of portfolio securities are fully
collateralized and marked to market daily.
As a matter of fundamental policy, Scudder Limited Term Tax Free Fund may
not:
(1) with respect to 75% of the value of the total assets of the Fund
invest more than 5% of the value of the total assets of the Fund in
the securities of any one issuer, except U.S. Government securities;
(2) borrow money, except from banks or pursuant to reverse repurchase
agreements as a temporary measure for extraordinary or emergency
purposes (the Fund is required to maintain asset coverage [including
borrowings] of 300% for all borrowings) and no purchases of
securities for the Fund will be made while borrowings of the Fund
exceed 5% of the Fund's assets;
(3) purchase and sell real estate (though it may invest in securities of
companies which deal in real estate and in other permitted
investments secured by real estate) or physical commodities or
physical commodities contracts;
(4) act as underwriter of the securities issued by others except to the
extent that the purchase of securities in accordance with its
investment objectives and policies directly from the issuer thereof
and the later disposition thereof may be deemed to be underwriting;
(5) issue senior securities, except as appropriate to evidence
indebtedness which the Fund is permitted to incur pursuant to
Investment Restriction (2) and except for shares of the separate
series of the Trust, shares of each of which will be preferred in
liquidation and as to dividends over all other series of the Trust
with respect to assets specifically allocated to that series;
(6) purchase the securities of any issuer if such purchase would cause
more than 10% of the voting securities of such issuer to be held by
the Fund;
24
<PAGE>
(7) purchase from or sell to any of its officers and Trustees, its
investment adviser, its principal underwriter or the officers or
directors of its investment adviser or principal underwriter,
portfolio securities of the Fund; or
(8) purchase (i) pollution control and industrial development bonds or
(ii) securities which are not municipal obligations if the purchase
would cause more than 25% in the aggregate of the market value of
the total assets of the Fund at the time of such purchase to be
invested in the securities of one or more issuers having their
principal business activities in the same industry.
(9) make loans to other persons, except (a) loans of portfolio
securities, and (b) to the extent the entry into repurchase
agreements and the purchase of debt securities in accordance with
its investment objectives and investment policies may be deemed to
be loans.
In addition, as a matter of nonfundamental policy, Scudder Limited Term
Tax Free Fund may not:
(a) make securities loans if the value of such securities loaned exceeds
30% of the value of the Fund's total assets at the time any loan is
made; all loans of portfolio securities will be fully collateralized
and marked to market daily;
(b) purchase or sell interests in oil, gas or other mineral leases, or
exploration or development programs (although it may invest in
municipal obligations and other permitted investments of issuers
which own or invest in such interests);
(c) purchase or retain securities of any open-end investment company or
securities of closed-end investment companies except by purchase in
the open market where no commission or profit to a sponsor or dealer
results from such purchases, or except when such purchase, though
not made in the open market, is part of a plan of merger,
consolidation, reorganization or acquisition of assets; in any event
the Fund may not purchase more than 3% of the outstanding voting
securities of another investment company, may not invest more than
5% of its assets in another investment company, and may not invest
more than 10% of its assets in other investment companies;
(d) purchase restricted securities (for these purposes restricted
security means a security with a legal or contractual restriction on
resale in the principal market in which the security is traded),
including repurchase agreements maturing in more than seven days and
securities which are not readily marketable if as a result more than
10% of the Fund's total assets (valued at market at purchase) would
be invested in such securities;
(e) purchase securities if, as a result thereof, more than 10% of the
value of the Fund's total assets would be invested in restricted
securities (for these purposes restricted security means a security
with a legal or contractual restriction on resale in the principal
market in which the security is traded);
(f) buy options on securities or financial instruments, unless the
aggregate premiums paid on all such options held by the Fund at any
time do not exceed 20% of the value of its net assets; or sell put
options on securities if, as a result, the aggregate value of the
obligations underlying such put options would exceed 50% of the
Fund's net assets;
(g) enter into futures contracts or purchase options thereon unless
immediately after the purchase, the value of the aggregate initial
margin with respect to all futures contracts entered into on behalf
of the Fund and the premiums paid for options on futures contracts
does not exceed 5% of the fair market value of the Fund's total
assets; provided, that in the case of an option that is in-the-money
at the time of purchase, the in-the-money amount may be excluded in
computing the 5% limit;
(h) purchase or sell real estate limited partnership interests;
(i) purchase securities which are not tax free obligations if such
purchase would cause more than 20% of its total assets to be
invested in such securities, except that for temporary defensive
purposes or to meet temporary liquidity requirements, or if there is
25
<PAGE>
an unusual disparity between after-tax income on taxable and
municipal securities, the Fund may invest more than 20% of its total
assets in securities the interest income from which may be subject
to federal income tax.
(j) participate on a joint or a joint and several basis in any trading
account in securities, but may for the purpose of possibly achieving
better net results on portfolio transactions or lower brokerage
commission rates join with other investment company and client
accounts managed by Scudder, Stevens & Clark, Inc. in the purchase
or sale of debt obligations;
(k) purchase or retain securities of an issuer any of whose officers,
directors, trustees or security holders is an officer or Trustee of
the Fund or a member, officer, director or trustee of the investment
adviser of the Fund if one or more of such individuals owns
beneficially more than one-half of one percent (1/2 of 1%) of the
shares or securities or both (taken at market value) of such issuer
and such individuals owning more than one-half of one percent (1/2
of 1%) of such shares or securities together own beneficially more
than 5% of such shares or securities or both;
(l) purchase securities on margin or make short sales unless, by virtue
of its ownership of other securities, it has the right to obtain
securities equivalent in kind and amount to the securities sold and,
if the right is conditional, the sale is made upon the same
conditions;
(m) purchase securities of any issuer with a record of less than three
years' continuous operation, including predecessors, except (i)
obligations issued or guaranteed by the U.S. Government or its
agencies or (ii) municipal obligations which are rated by at least
one nationally recognized municipal bond rating service, if such
purchase would cause the Fund's investments in all such issuers to
exceed 5% of the Fund's total assets taken at market value;
SLTTFF has no current intention of engaging in any lending of portfolio
securities or investing in closed-end investment companies.
As a matter of fundamental policy, Scudder Medium Term Tax Free Fund may
not:
(1) with respect to 75% of the value of the total assets of the Fund
invest more than 5% of the value of the total assets of the Fund in
the securities of any one issuer, except U.S. Government securities;
(2) borrow money, except from banks or pursuant to reverse repurchase
agreements as a temporary measure for extraordinary or emergency
purposes (the Fund is required to maintain asset coverage [including
borrowings] of 300% for all borrowings) and no purchases of
securities for the Fund will be made while borrowings of the Fund
exceed 5% of the Fund's assets (the payment of interest on
borrowings will reduce the Fund's income);
(3) purchase and sell real estate (though it may invest in securities of
companies which deal in real estate and in other permitted
investments secured by real estate) or physical commodities or
physical commodities contracts;
(4) act as underwriter of the securities issued by others except to the
extent that it may be deemed to be an underwriter in connection with
the purchase of securities in accordance with its investment
objectives and policies directly from the issuer thereof and the
later disposition thereof may be deemed to be underwriting;
(5) make loans to other persons, except to the extent that the purchase
of debt obligations in accordance with its investment objectives and
policies and the entry into repurchase agreements may be deemed to
be loans. The purchase of all of a publicly offered issue of debt
obligations or all or a portion of non-publicly offered debt
obligations may be deemed the making of a loan for this purpose,
but, although not a policy which may be changed only by a vote of
the shareholders, management expects that such securities would
seldom exceed 25% of the net assets of the Fund. These securities
are not expected to comprise a major part of the Fund's investments;
26
<PAGE>
(6) issue senior securities, except as appropriate to evidence
indebtedness which the Fund is permitted to incur pursuant to
Investment Restriction (2) and except for shares of the separate
series of the Trust, shares of each of which will be preferred in
liquidation and as to dividends over all other series of the Trust
with respect to assets specifically allocated to that series;
(7) purchase the securities of any issuer if such purchase would cause
more than 10% of the voting securities of such issuer to be held by
the Fund (the Fund has not employed this practice within the last
year nor does it have any current intention of doing so in the
foreseeable future);
(8) purchase from or sell to any of its officers and Trustees, its
investment adviser, its principal underwriter or the officers,
directors and partners of its investment adviser or principal
underwriter, portfolio securities of the Fund; or
(9) purchase (i) pollution control and industrial development bonds or
(ii) securities which are not municipal obligations if the purchase
would cause more than 25% in the aggregate of the market value of
the total assets of the Fund at the time of such purchase to be
invested in the securities of one or more issuers having their
principal business activities in the same industry.
In addition, as a matter of nonfundamental policy, Scudder Medium Term Tax
Free Fund may not:
(a) enter into repurchase agreements or purchase any securities if, as a
result thereof, more than 10% of the total assets of the Fund (taken
at market value) would be, in the aggregate, subject to repurchase
agreements maturing in more than seven days and invested in
restricted securities or securities which are not readily
marketable:
(b) participate on a joint or a joint and several basis in any trading
account in securities, but may for the purpose of possibly achieving
better net results on portfolio transactions or lower brokerage
commission rates join with other investment company and client
accounts managed by Scudder, Stevens & Clark in the purchase or sale
of debt obligations;
(c) purchase or retain securities of an issuer any of whose officers,
directors, trustees or security holders is an officer or Trustee of
the Fund or a member, officer, director or trustee of the investment
adviser of the Fund if one or more of such individuals owns
beneficially more than one-half of one percent (1/2 of 1%) of the
shares or securities or both (taken at market value) of such issuer
and such individuals owning more than one-half of one percent (1/2
of 1%) of such shares or securities together own beneficially more
than 5% of such shares or securities or both;
(d) purchase securities on margin or make short sales unless, by virtue
of its ownership of other securities, it has the right to obtain the
same securities in the same amount as the securities sold and, if
the right is conditional, the sale is made upon the same conditions,
except that the Fund may maintain short positions in forward
currency contracts, options and futures contracts, subject to any
legal requirements concerning segregation;
(e) purchase securities of any issuer with a record of less than three
years' continuous operation, including predecessors, except (i)
obligations issued or guaranteed by the U.S. Government or its
agencies or (ii) municipal obligations which are rated by at least
one nationally recognized municipal bond rating service, if such
purchase would cause the Fund's investments in all such issuers to
exceed 5% of the Fund's total assets taken at market value;
(f) purchase or sell interests in oil, gas or other mineral leases, or
exploration or development programs (although it may invest in
municipal obligations and other permitted investments of issuers
which own or invest in such interests);
27
<PAGE>
(g) invest in the securities of other investment companies, except by
purchase in the open market when no commission or profit to a
sponsor or dealer results from such purchase other than the
customary broker's commission, or except when such purchase, though
not made on the open market, is part of a plan of merger or
consolidation;
(h) purchase warrants, unless attached to other securities in which it
is permitted to invest;
(i) purchase restricted securities (for these purposes restricted
security means a security with a legal or contractual restriction on
resale in the principal market in which the security is traded),
including repurchase agreements maturing in more than seven days and
securities which are not readily marketable if as a result more
than 10% of the Fund's total assets (valued at market at purchase)
would be invested in such securities;
(j) purchase securities if, as a result thereof, more than 10% of the
value of the Fund's total assets would be invested in restricted
securities (for these purposes restricted security means a security
with a legal or contractual restriction on resale in the principal
market in which the security is traded);
(k) buy options on securities or financial instruments, unless the
aggregate premiums paid on all such options held by the Fund at any
time do not exceed 20% of the value of its net assets; or sell put
options on securities if, as a result, the aggregate value of the
obligations underlying such put options would exceed 50% of the
Fund's net assets;
(l) enter into futures contracts or purchase options thereon unless
immediately after the purchase, the value of the aggregate initial
margin with respect to all futures contracts entered into on behalf
of the Fund and the premiums paid for options on futures contracts
does not exceed 5% of the fair market value of the Fund's total
assets; provided, that in the case of an option that is in-the-money
at the time of purchase, the in-the-money amount may be excluded in
computing the 5% limit;
(m) purchase or sell real estate limited partnership interests; or
(n) purchase securities which are not tax free obligations if such
purchase would cause more than 20% of its total assets to be
invested in such securities, except that for temporary defensive
purposes or to meet temporary liquidity requirements, the Fund may
invest more than 20% of its total assets in securities the interest
income from which may be subject to federal income tax.
As a matter of fundamental policy, each of Scudder Managed Municipal Bonds
and Scudder High Yield Tax Free Fund may not:
(1) with respect to 75% of its total assets taken at market value,
purchase more than 10% of the voting securities of any one issuer or
invest more than 5% of the value of its total assets in the
securities of any one issuer, except obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities
and except securities of other investment companies;
(2) borrow money except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase
agreements; provided that the Fund maintains asset coverage of 300%
for all borrowings;
(3) purchase or sell real estate (except that the Fund may invest in (i)
securities of companies which deal in real estate or mortgages, and
(ii) securities secured by real estate or interests therein, and
that the Fund reserves freedom of action to hold and to sell real
estate acquired as a result of the Fund's ownership of securities);
each Fund may not purchase or sell physical commodities or contracts
relating to physical commodities;
(4) act as underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund;
28
<PAGE>
(5) make loans to other persons, except (a) loans of portfolio
securities and (b) to the extent the entry into repurchase
agreements and the purchase of debt obligations in accordance with
its investment objectives and investment policies may be deemed to
be loans;
(6) issue senior securities, except as appropriate to evidence
indebtedness which it is permitted to incur, and except for shares
of the separate classes or series of the Fund, provided that
collateral arrangements with respect to currency-related contracts,
futures contracts, options or other permitted investments, including
deposits of initial and variation margin, are not considered to be
the issuance of senior securities for purposes of this restriction;
(7) purchase (a) private activity bonds, or (b) securities which are
neither municipal obligations nor securities of the U.S. Government,
its agencies or instrumentalities, if in either case the purchase
would cause more than 25% of the market value of its total assets at
the time of such purchase to be invested in the securities of one or
more issuers having their principal business activities in the same
industry (for the purposes of this restriction, telephone companies
are considered to be in a separate industry from gas and electric
public utilities, and wholly-owned finance companies are considered
to be in the industry of their parents if their activities are
related primarily to financing the activities of their parents);
(8) (for Scudder High Yield Tax Free Fund only) purchase securities
which are not tax free obligations if such purchase would cause more
than 20% of its total assets to be invested in such securities,
except that for temporary defensive purposes, the Fund may invest
more than 20% of its total assets in securities the interest income
from which may be subject to federal income tax (i) to meet
temporary liquidity requirements, and (ii) during the period between
the commitment to purchase tax free securities and the settlement
date of such purchases.
(9) (for Scudder Managed Municipal Bonds only) purchase securities which
are not tax free obligations if such purchase would cause more than
20% of its net assets to be invested in such securities, except that
for temporary defensive purposes, the Fund may invest more than 20%
of its net assets in securities the interest income from which may
be subject to federal income tax (i) until the Fund is substantially
invested in municipal securities, (ii) to meet temporary liquidity
requirements, and (iii) during the period between the commitment to
purchase municipal securities and the settlement date of such
purchases.
(10) purchase securities other than those described in the Fund's
prospectus or statement of additional information.
In addition, as a matter of nonfundamental policy, each of Scudder Managed
Municipal Bonds and Scudder High Yield Tax Free Fund may not:
(a) purchase or retain securities of any open-end investment company, or
securities of closed-end investment companies except by purchase in
the open market where no commission or profit to a sponsor or dealer
results from such purchases, or except when such purchase, though
not made in the open market, is part of a plan of merger,
consolidation, reorganization or acquisition of assets; in any event
the Fund may not purchase more than 3% of the outstanding voting
securities of another investment company, may not invest more than
5% of its assets in another investment company, and may not invest
more than 10% of its assets in other investment companies;
(b) pledge, mortgage or hypothecate its assets in excess, together with
permitted borrowings, of 1/3 of its total assets;
(c) purchase or retain securities of an issuer any of whose officers,
directors, trustees or security holders is an officer, director or
trustee of the Fund or a member, officer, director or trustee of the
investment adviser of the Fund if one or more of such individuals
owns beneficially more than one-half of one percent (1/2%) of the
outstanding shares or securities or both (taken at market value) of
29
<PAGE>
such issuer and such individuals owning more than one-half of one
percent (1/2%) of such shares or securities together own
beneficially more than 5% of such shares or securities or both;
(d) purchase securities on margin or make short sales, unless, by virtue
of its ownership of other securities, it has the right to obtain
securities equivalent in kind and amount to the securities sold and,
if the right is conditional, the sale is made upon the same
conditions, except in connection with arbitrage transactions and
except that a Fund may obtain such short-term credits as may be
necessary for the clearance of purchases and sales of securities;
(e) invest more than 10% of its net assets in securities which are not
readily marketable, the disposition of which is restricted under
Federal securities laws, or in repurchase agreements not terminable
within 7 days, and the Fund will not invest more than 10% of its
total assets in restricted securities;
(f) purchase securities of any issuer with a record of less than three
years continuous operations, including predecessors, except U.S.
Government securities, securities of such issuers which are rated by
at least one nationally recognized statistical rating organization,
municipal obligations and obligations issued or guaranteed by any
foreign government or its agencies or instrumentalities, if such
purchase would cause the investments of a Fund in all such issuers
to exceed 5% of the total assets of the Fund taken at market value;
(g) buy options on securities or financial instruments, unless the
aggregate premiums paid on all such options held by the Fund at any
time do not exceed 20% of its net assets; or sell put options on
securities if, as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of the Fund's net
assets;
(h) enter into futures contracts or purchase options thereon unless
immediately after the purchase, the value of the aggregate initial
margin with respect to all futures contracts entered into on behalf
of the Fund and the premiums paid for options on futures contracts
does not exceed 5% of the fair market value of the Fund's total
assets; provided, however, that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be
excluded in computing the 5% limit;
(i) invest in oil, gas or other mineral leases, or exploration or
development programs (although it may invest in issuers which own or
invest in such interests);
(j) borrow money, except as a temporary measure for extraordinary or
emergency purposes, including reverse repurchase agreements, in
excess of 5% of its total assets (taken at market value) or borrow
other than from banks;
(k) purchase warrants if as a result warrants taken at the lower of cost
or market value would represent more than 5% of the value of a
Fund's total net assets or more than 2% of its net assets in
warrants that are not listed on the New York or American Stock
Exchanges or on an exchange with comparable listing requirements
(for this purpose, warrants attached to securities will be deemed to
have no value);
(l) purchase or sell real estate limited partnership interests;
(m) purchase securities which are not tax free obligations if such
purchase would cause more than 20% of its total assets to be
invested in such securities, except that for temporary defensive
purposes or to meet temporary liquidity requirements, the Fund may
invest more than 20% of its total assets in securities the interest
income from which may be subject to federal income tax; or
(n) make loans unless all loans of portfolio securities are fully
collateralized and marked to market daily.
30
<PAGE>
PURCHASES
(See "Purchases" and "Transaction information" in the Funds' prospectus.)
Additional Information About Opening an Account
Shareholders of other Scudder funds who have submitted an account
application and have certified a tax identification number, clients having a
regular investment counsel account with the Adviser or its affiliates and
members of their immediate families, officers and employees of the Adviser or of
any affiliated organization and their immediate families, members of the
National Association of Securities Dealers, Inc. ("NASD"), and banks may open an
account by wire. These investors must call 1-800-225-5163 to get an account
number. During the call, the investor will be asked to indicate the Fund name,
the amount to be wired ($2,500 minimum), the name of the bank or trust
company from which the wire will be sent, the exact registration of the new
account, the tax identification or Social Security number, address and telephone
number. The investor must then call the bank to arrange a wire transfer to The
Scudder Funds, State Street Bank and Trust Company, Boston, MA 02101 ABA Number
011000028, DDA Account Number 9903-5552. The investor must give the Scudder fund
name, account name and the new account number. Finally, the investor must send a
completed and signed application to the Fund promptly.
Checks
A certified check is not necessary, but checks are only accepted subject
to collection at full face value in U.S. funds and must be drawn on, or payable
through, a U.S. bank.
If shares of a Fund are purchased by a check which proves to be
uncollectible, the Trusts reserve the right to cancel the purchase immediately
and the purchaser will be responsible for any loss incurred by that Fund or the
principal underwriter by reason of such cancellation. If the purchaser is a
shareholder, such Fund will have the authority, as agent of the shareholder, to
redeem shares in the account in order to reimburse the Fund or the principal
underwriter for the loss incurred. Investors whose orders have been canceled may
be prohibited from or restricted in placing future orders in any of the Scudder
funds.
Wire Transfer of Federal Funds
In the case of SLTTFF, SMTTFF, SMMB and SHYTFF, to purchase shares of a
Fund and obtain the same day dividend, and in the case of STFMF to obtain the
net asset value determined as of twelve o'clock noon, you must have your bank
forward federal funds by wire transfer and provide the required account
information so as to be available to the Fund prior to twelve o'clock noon
eastern time on that day. If you wish to make a purchase of $500,000 or more you
should notify the Fund's transfer agent, Scudder Service Corporation (the
"Transfer Agent") of such a purchase by calling 1-800-225-5163. If either the
federal funds or the account information is received after twelve o'clock noon
eastern time but both the funds and the information are made available before
the close of regular trading on the New York Stock Exchange (the "Exchange")
(normally 4 p.m. eastern time), on any business day, shares will be purchased at
net asset value determined on that day but will not receive the dividend; in
such cases, dividends commence on the next business day.
For each Fund the bank sending an investor's federal funds by bank wire
may charge for the service. Presently the Distributor pays a fee for receipt by
State Street Bank (the "Custodian") of "wired funds," but the right to charge
investors for this service is reserved.
Boston banks are closed on certain holidays although the Exchange may be
open. These holidays include Martin Luther King, Jr. Day (the 3rd Monday in
January), Columbus Day (the 2nd Monday in October) and Veterans Day (November
11). Investors are not able to purchase shares by wiring federal funds on such
holidays because the Custodian is not open to receive such federal funds on
behalf of a Fund.
Additional Information About Making Subsequent Investments by AutoBuy
Shareholders, whose predesignated bank account of record is a Member of
the Automated Clearing House Network (ACH) and have elected to participate in
the AutoBuy program, may purchase shares of the Fund by telephone. Through this
31
<PAGE>
service shareholders may purchase up to $250,000 but not less than $250. To
purchase shares by AutoBuy, shareholders should call before 4 p.m. eastern time.
Proceeds in the amount of your purchase will be transferred from your bank
checking account in two or three business days following your call. For requests
received by the close of regular trading on the Exchange, shares will be
purchased at the net asset value per share calculated at the close of trading on
the day of your call. AutoBuy requests received after the close of regular
trading on the Exchange will begin their processing and be purchased at the net
asset value calculated the following business day. If you purchase shares by
AutoBuy and redeem them within seven days of the purchase, the Fund may hold the
redemption proceeds for a period of up to seven business days. If you purchase
shares and there are insufficient funds in your bank account the purchase will
be canceled and you will be subject to any losses or fees incurred in the
transaction. AutoBuy transactions are not available for Scudder IRA accounts and
most other retirement plan accounts.
In order to request purchases by AutoBuy, shareholders must have completed
and returned to the Transfer Agent the application, including the designation of
a bank account from which the purchase payment will be debited. New investors
wishing to establish AutoBuy may so indicate on the application. Existing
shareholders who wish to add AutoBuy to their account may do so by completing an
AutoBuy Enrollment Form. After sending in an enrollment form shareholders should
allow for 15 days for this service to be available.
The Fund employs procedures, including recording telephone calls, testing
a caller's identity, and sending written confirmation of telephone transactions,
designed to give reasonable assurance that instructions communicated by
telephone are genuine. and to discourage fraud. To the extent that the Fund does
not follow such procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. The Fund will not be liable for acting upon
instructions communicated by telephone that it reasonably believes to be
genuine.
Share Price
Purchases will be filled without sales charge at the net asset value next
computed after receipt of a purchase order in good order. Net asset value for
STFMF normally is computed twice a day, as of twelve o'clock noon and the close
of regular trading on the Exchange on each day the Exchange is open for trading.
Net asset value for SLTTFF, SMTTFF, SMMB and SHYTFF normally is computed as of
the close of regular trading on each day the Exchange is open for trading.
Orders received after such close will be filled at the net asset value per share
on the following business day. If the order has been placed by a member of the
NASD, other than the Distributor, it is the responsibility of that member
broker, rather than a Fund, to forward the purchase order to the Transfer Agent
in Boston by the close of regular trading on the Exchange.
Share Certificates
Due to the desire of the Funds' management to afford ease of redemption,
certificates will not be issued to indicate ownership in the Funds. Share
certificates now in a shareholder's possession may be sent to the Transfer Agent
for cancellation and credit to such shareholder's account. Shareholders who
prefer may hold the certificates in their possession until they wish to exchange
or redeem such shares. See "Purchases" and "Exchanges and redemptions" in the
Funds' prospectus.
Other Information
If purchases or redemptions of the Funds' shares are arranged and
settlement is made at the investor's election through a member of the NASD,
other than the Distributor, that member may, at its discretion, charge a fee for
that service. The Board of Trustees of each Fund and the Distributor, each has
the right to limit the amount of purchases and to refuse to sell to any person;
and each may suspend or terminate the offering of shares of their respective
Funds, including one or all series of SMT, at any time.
The "Tax Identification Number" section of the Funds' application must be
completed when opening an account. Applications and purchase orders without a
certified tax identification number and certain other certified information
(e.g., from exempt investors a certification of exempt status) will be returned
to the investor.
32
<PAGE>
A Fund may issue shares at net asset value in connection with any merger
or consolidation with, or acquisition of, the assets of any investment company
(or series thereof) or personal holding company, subject to the requirements of
the 1940 Act.
EXCHANGES AND REDEMPTIONS
(See "Exchanges and redemptions" and "Transaction
information" in the Funds' prospectus.)
Exchanges
Exchanges are comprised of a redemption from one Scudder fund and the
purchase of another Scudder fund to an existing account or newly established
account. When an exchange involves a new account, the new account will be
established with the same registration, tax identification number, address,
telephone redemption option, "Scudder Automated Information Line" (SAIL)
transaction authorization, and dividend option as the existing account. Other
features will not carry over automatically to the new account. Exchanges to a
new fund account must be for a minimum of $2,500. When an exchange represents an
additional investment into an existing account, the account receiving the
exchange proceeds must have identical registration, tax identification number,
address, and account options/features as the account of origin. Exchanges into
an existing account must be for $100 or more. If the account receiving the
exchange proceeds is to be different in any respect, the exchange request must
be in writing and must contain a signature guarantee as described under
"Transaction information--Redeeming shares--Signature Guarantee" in the Fund's
prospectus.
Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading will be executed on the following business day.
Investors may also request, at no extra charge, to have exchanges
automatically executed on a predetermined schedule from one Scudder Fund to an
existing account in another Scudder fund at current net asset value through
Scudder's Automatic Exchange Program. Exchanges must be for a minimum of $50.
Shareholders may add this free feature over the phone or in writing. Automatic
Exchanges will continue until the shareholder requests by telephone or in
writing to have the feature removed, or until the originating account is
depleted. The Trust and the Transfer Agent each reserves the right to suspend or
terminate the privilege of the Automatic Exchange Program at any time.
There is no charge to the shareholder for any exchange described above. An
exchange into another Scudder fund is a redemption of shares, and therefore may
result in tax consequences (gain or loss) to the shareholder and the proceeds of
such exchange may be subject to backup withholding (See "TAXES").
Investors currently receive the exchange privilege, including exchange by
telephone, automatically without having to elect it. The Trusts employ
procedures, including recording telephone calls, testing a caller's identity,
and sending written confirmation of telephone transactions, designed to give
reasonable assurance that instructions communicated by telephone are genuine,
and to discourage fraud. To the extent that the Trusts do not follow such
procedures, they may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Trusts will not be liable for acting upon
instructions communicated by telephone that they reasonably believe to be
genuine. The Trusts and the Transfer Agent each reserves the right to suspend or
terminate the privilege of exchanging by telephone or fax at any time.
The Scudder Funds into which investors may make an exchange are listed
under "THE SCUDDER FAMILY OF FUNDS" herein. Before making an exchange,
shareholders should obtain from the Distributor a prospectus of the Scudder fund
into which the exchange is being contemplated.
Redemption by Telephone
In order to request redemptions by telephone, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account to which the redemption proceeds are to be sent.
The proceeds will not be mailed or wired other than to a predesignated bank
account. Shareholders currently receive the right to redeem up to $100,000 to
their address of record automatically, without having to elect it.
33
<PAGE>
(a) NEW INVESTORS wishing to establish telephone redemption to a
designated bank account must complete the appropriate section on the
application.
(b) EXISTING SHAREHOLDERS who wish to establish telephone redemption to
a designated bank account or who want to change the bank account
previously designated to receive redemption payments should either
return a Telephone Redemption Option Form (available upon request)
or send a letter identifying the account and specifying the exact
information to be changed. The letter must be signed exactly as the
shareholder's name(s) appears on the account. A signature and a
signature guarantee are required for each person in whose name the
account is registered.
Shareholders of STFMF who have elected "telephone redemption" may
telephone before twelve o'clock noon and request that proceeds of their
redemption be wired to the designated bank on the same day. Shareholders
redeeming before noon will receive the net asset value per share determined as
of twelve o'clock noon and will not receive the dividend on the day of
redemption.
Shareholders of STFMF whose redemption requests are received by the Fund's
transfer agent after twelve o'clock noon eastern time and prior to 4 p.m. will
receive the net asset value per share determined as of 4 p.m. and will receive
that day's dividend for the day of redemption. Proceeds will normally be mailed
on the next business day or wired on the next day on which State Street Bank is
open for business. Redemption requests received by the Fund's Transfer Agent
after 4 p.m. will receive the net asset value on the next business day.
If a request for redemption to a shareholder's bank account is made by
telephone or telegram, payment will be made by Federal Reserve bank wire to the
bank account designated on the application, unless a request is made that the
redemption check be mailed to the designated bank account. There will be a $5.00
charge for all wire redemptions.
Note: Investors designating a savings bank to receive their telephone redemption
proceeds are advised that if the savings bank is not a participant in the
Federal Reserve System, redemption proceeds must be wired through a
commercial bank which is a correspondent of the savings bank. As this may
delay receipt by the shareholder's account, it is suggested that investors
wishing to use a savings bank discuss wire procedures with their bank and
submit any special wire transfer information with the telephone redemption
authorization. If appropriate wire information is not supplied, redemption
proceeds will be mailed to the designated bank.
The Trusts employ procedures, including recording telephone calls, testing
a caller's identity, and sending written confirmation of telephone transactions,
designed to give reasonable assurance that instructions communicated by
telephone are genuine, and to discourage fraud. To the extent that the Trusts do
not follow such procedures, they may be liable for losses due to unauthorized or
fraudulent telephone instructions. The Trusts will not be liable for acting upon
instructions communicated by telephone that they reasonably believe to be
genuine.
Redemption By AutoSell
Shareholders, whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and have elected to participate in
the AutoSell program may sell shares of the Fund by telephone. To sell shares by
AutoSell, shareholders should call before 4 p.m. eastern time. Redemptions must
be for at least $250. Proceeds in the amount of your redemption will be
transferred to your bank checking account in two or three business days
following your call. For requests received by the close of regular trading on
the Exchange, shares will be redeemed at the net asset value per share
calculated at the close of trading on the day of your call. AutoSell requests
received after the close of regular trading on the Exchange will begin their
processing and be redeemed at the net asset value calculated the following
business day. AutoSell transactions are not available for Scudder IRA accounts
and most other retirement plan accounts.
In order to request redemptions by AutoSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish AutoSell may so indicate on the application.
Existing shareholders who wish to add AutoSell to their account may do so by
completing an AutoSell Enrollment Form. After sending in an enrollment form,
shareholders should allow for 15 days for this service to be available.
34
<PAGE>
The Fund employs procedures, including recording telephone calls, testing
a caller's identity, and sending written confirmation of telephone transactions,
designed to give reasonable assurance that instructions communicated by
telephone are genuine, and to discourage fraud. To the extent that the Fund does
not follow such procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. The Fund will not be liable for acting upon
instructions communicated by telephone that it reasonably believes to be
genuine.
Redemption by Mail or Fax
Any existing share certificates representing shares being redeemed must
accompany a request for redemption and be duly endorsed or accompanied by a
proper stock assignment form with signatures guaranteed as explained in the
Funds' Prospectus.
In order to ensure proper authorization before redeeming shares, the
Transfer Agent may request additional documents such as, but not restricted to,
stock powers, trust instruments, certificates of death, appointments as
executor, certificates of corporate authority and waivers of tax (required in
some states when settling estates).
It is suggested that shareholders holding share certificates or shares
registered in other than individual names contact the Transfer Agent prior to
any redemptions to ensure that all necessary documents accompany the request.
When shares are held in the name of a corporation, trust, fiduciary agent,
attorney or partnership, the Transfer Agent requires, in addition to the stock
power, certified evidence of authority to sign. These procedures are for the
protection of shareholders and should be followed to ensure prompt payment.
Redemption requests must not be conditional as to date or price of the
redemption. Proceeds of a redemption will be sent within seven business days
after receipt by the Transfer Agent of a request for redemption that complies
with the above requirements. Delays of more than seven days of payment for
shares tendered for repurchase or redemption may result, but only until the
purchase check has cleared.
Redemption by Write-A-Check
All new investors and existing shareholders of STFMF, SLTTFF and SMTTFF
who apply for checks may use them to pay any person, provided that each check is
for at least $100 and not more than $5 million. By using the checks, the
shareholder will receive daily dividend credit on his or her shares until the
check has cleared the banking system. Investors who purchased shares by check
may write checks against those shares only after they have been on each Fund's
books for seven business days. Shareholders who use this service may also use
other redemption procedures. No shareholder may write checks against
certificated shares. The Funds pay the bank charges for this service. However,
each Fund will review the cost of operation periodically and reserves the right
to determine if direct charges to the persons who avail themselves of this
service would be appropriate. The Funds, Scudder Service Corporation and State
Street Bank and Trust Company each reserves the right at any time to suspend or
terminate the "Write-A-Check" procedure.
Checks will be returned by the Custodian if there are insufficient shares
to meet the withdrawal amount. Potential fluctuations in the per share value of
SMTTFF should be considered in determining the amount of the check. An investor
should not attempt to close an account by check, because the exact balance at
the time the check clears will not be known when the check is written.
Other Information
If a shareholder redeems all shares in the account, the shareholder will
receive, in addition to the net asset value thereof, all declared but unpaid
dividends thereon. The value of shares redeemed or repurchased may be more or
less than a shareholder's cost depending upon the net asset value at the time of
the redemption or repurchase. None of the Funds imposes a redemption or
repurchase charge, although a wire charge may be applicable for redemption
proceeds wired to a shareholder's bank account. Redemption of shares, including
redemptions undertaken to effect an exchange for shares of another Scudder fund,
and including exchanges and redemptions with STFMF, SLTTFF and SMTTFF by
Write-A-Check, may result in tax consequences (gain or loss) to the shareholder,
and the proceeds of such redemptions may be subject to backup withholding (see
"TAXES.")
35
<PAGE>
Shareholders who wish to redeem shares from Special Plan Accounts should
contact the employer, trustee or custodian of the Plan for the requirements.
The determination of net asset value may be suspended at times and a
shareholder's right to redeem shares and to receive payment therefor may be
suspended at times (a) during which the Exchange is closed, other than customary
weekend and holiday closings, (b) during which trading on the Exchange is
restricted, (c) during which an emergency exists as a result of which disposal
by the Fund involved of securities owned by it is not reasonably practicable or
it is not reasonably practicable for that Fund fairly to determine the value of
its net assets, or (d) during which the SEC by order permits such suspension of
the right of redemption or a postponement of the date of payment or of
redemption; provided that applicable rules and regulations of the SEC (or any
succeeding governmental authority) shall govern as to whether the conditions
prescribed in (b), (c) or (d) exist.
Shareholders should maintain a share balance worth at least $2,500 ($1,000
for IRAs, Uniform Gift to Minor Act, and Uniform Trust to Minor Act accounts),
which amount may be changed by the Board of Trustees. Scudder retirement plans
have similar or lower minimum balance requirements. A shareholder may open an
account with at least $1,000 ($500 for an UGMA, UTMA, IRA and other retirement
accounts), if an automatic investment plan (AIP) of $100/month ($50/month for an
UGMA, UTMA, IRA and other retirement accounts) is established.
Shareholders who maintain a non-fiduciary account balance of less than
$2,500 in a Fund, without establishing an AIP, will be assessed an annual $10.00
per fund charge with the fee to be reinvested in the Fund. The $10.00 charge
will not apply to shareholders with a combined household account balance in any
of the Scudder Funds of $25,000 or more. Each Fund reserves the right, following
60 days' written notice to shareholders, to redeem all shares in accounts below
$250, including accounts of new investors, where a reduction in value has
occurred due to a redemption or exchange out of the account. Each Fund will mail
the proceeds of the redeemed account to the shareholder at the address of
record. Reductions in value that result solely from market activity will not
trigger an involuntary redemption. UGMA, UTMA, IRA and other retirement accounts
will not be assessed the $10.00 charge or be subject to automatic liquidation.
FEATURES AND SERVICES OFFERED BY THE FUNDS
(See "Shareholder benefits" in the Funds' prospectus.)
The Pure No-Load(TM) Concept
Investors are encouraged to be aware of the full ramifications of mutual
fund fee structures, and of how Scudder distinguishes its funds from the vast
majority of mutual funds available today. The primary distinction is between
load and no-load funds.
Load funds generally are defined as mutual funds that charge a fee for the
sale and distribution of fund shares. There are three types of loads: front-end
loads, back-end loads, and asset-based 12b-1 fees. 12b-1 fees are
distribution-related fees charged against fund assets and are distinct from
service fees, which are charged for personal services and/or maintenance of
shareholder accounts. Asset-based sales charges and service fees are typically
paid pursuant to distribution plans adopted under 12b-1 under the 1940 Act.
A front-end load is a sales charge, which can be as high as 8.50% of the
amount invested. A back-end load is a contingent deferred sales charge, which
can be as high as 8.50% of either the amount invested or redeemed. The maximum
front-end or back-end load varies, and depends upon whether or not a fund also
charges a 12b-1 fee and/or a service fee or offers investors various
sales-related services such as dividend reinvestment. The maximum charge for a
12b-1 fee is 0.75% of a fund's average annual net assets, and the maximum charge
for a service fee is 0.25% of a fund's average annual net assets.
A no-load fund does not charge a front-end or back-end load, but can
charge a small 12b-1 fee and/or service fee against fund assets. Under the
National Association of Securities Dealers Rules of Fair Practice, a mutual fund
can call itself a "no-load" fund only if the 12b-1 fee and/or service fee does
not exceed 0.25% of a fund's average annual net assets.
36
<PAGE>
Because Scudder funds do not pay any asset-based sales charges or service
fees, Scudder developed and trademarked the phrase pure no-load(TM) to
distinguish Scudder funds from other no-load mutual funds. Scudder pioneered the
no-load concept when it created the nation's first no-load fund in 1928, and
later developed the nation's first family of no-load mutual funds.
The following chart shows the potential long-term advantage of investing
$10,000 in a Scudder pure no-load fund over investing the same amount in a load
fund that collects an 8.50% front-end load, a load fund that collects only a
0.75% 12b-1 and/or service fee, and a no-load fund charging only a 0.25% 12b-1
and/or service fee. The hypothetical figures in the chart show the value of an
account assuming a constant 10% rate of return over the time periods indicated
and reinvestment of dividends and distributions.
================================================================================
Scudder No-Load Fund
YEARS Pure No-Load(TM) 8.50% Load Load Fund with with 0.25%
Fund Fund 0.75% 12b-1 Fee 12b-1 Fee
- --------------------------------------------------------------------------------
10 $25,937 $23,733 $24,222 $25,354
- --------------------------------------------------------------------------------
15 41,772 38,222 37,698 40,371
- --------------------------------------------------------------------------------
20 67,275 61,557 58,672 64,282
===============================================================================
Investors are encouraged to review the fee tables on pages 2, 3 and 4 of
the Fund's prospectus for more specific information about the rates at which
management fees and other expenses are assessed.
Internet access
World Wide Web Site -- The address of the Scudder Funds site is
http://funds.scudder.com. The site offers guidance on global investing and
developing strategies to help meet financial goals and provides access to the
Scudder investor relations department via e-mail. The site also enables users to
access or view fund prospectuses and profiles with links between summary
information in Profiles and details in the Prospectus. Users can fill out new
account forms on-line, order free software, and request literature on funds.
The site is designed for interactivity, simplicity and maneuverability. A
section entitled "Planning Resources" provides information on asset allocation,
tuition, and retirement planning to users who fill out interactive "worksheets."
Investors can easily establish a "Personal Page," that presents price
information, updated daily, on funds they're interested in following. The
"Personal Page" also offers easy navigation to other parts of the site. Fund
performance data from both Scudder and Lipper Analytical Services, Inc. are
available on the site. Also offered on the site is a news feature, which
provides timely and topical material on the Scudder Funds.
Scudder has communicated with shareholders and other interested parties on
Prodigy since 1988 and has participated since 1994 in GALT's Networth "financial
marketplace" site on the Internet. The firm made Scudder Funds information
available on America Online in early 1996.
Account Access -- Scudder is among the first mutual fund families to allow
shareholders to manage their fund accounts through the World Wide Web. Scudder
Fund shareholders can view a snapshot of current holdings, review account
activity and move assets between Scudder Fund accounts.
Scudder's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web site. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
37
<PAGE>
users can change their current password or disable access to their portfolio
through the World Wide Web.
An Account Activity option reveals a financial history of transactions for
an account, with trade dates, type and amount of transaction, share price and
number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.
A Call Me(TM) feature enables users to speak with a Scudder Investor
Relations telephone representative while viewing their account on the Web site.
In order to use the Call Me(TM) feature, an individual must have two phone lines
and enter on the screen the phone number that is not being used to connect to
the Internet. They are connected to the next available Scudder Investor
Relations representative from 8 a.m. to 8 p.m. eastern time.
Dividend and Capital Gain Distribution Options
Investors have freedom to choose whether to receive cash or to reinvest
any dividends from net investment income, or distributions from realized capital
gains in additional shares of the same Fund. A change of instructions for the
method of payment must be received by the Fund's transfer agent at least 5 days
prior to a dividend record date. Shareholders may change their dividend option
either by calling 1-800-225-5163 or by sending written instructions to the
Transfer Agent. Please include your account number with your written request.
See "How to contact Scudder" in the prospectus for the address.
Reinvestment is usually made at the closing net asset value determined on
the business day following the record date. Investors may leave standing
instructions with the transfer agent designating their option for either
reinvestment or cash distributions of any income dividends or capital gains
distributions. If no election is made, dividends and distributions will be
invested in additional shares of the relevant Fund.
Investors may also have dividends and distributions automatically
deposited in their predesignated bank account through Scudder's
DistributionsDirect Program. Shareholders who elect to participate in the
DistributionsDirect Program, and whose predesignated checking account of record
is with a member bank of the Automated Clearing House Network (ACH) can have
income and capital gains distributions automatically deposited to their personal
bank account usually within three business days after a Fund pays its
distribution. A DistributionsDirect request form can be obtained by calling
1-800-225-5163.
Scudder Funds Centers
Investors may visit any of the Fund Centers maintained by the Distributor.
The Centers are designed to provide individuals with services during any
business day. Investors may pick up literature or obtain assistance with opening
an account, adding monies or special options to existing accounts, making
exchanges within the Scudder Family of Funds, redeeming shares or opening
retirement plans. Checks should not be mailed to the Centers but should be
mailed to "The Scudder Funds" at the address listed under "How to contact
Scudder" in the Funds' prospectus.
Reports to Shareholders
All three Trusts issue to their respective shareholders annual and
semiannual financial statements (audited annually by independent accountants),
including a list of investments held and statements of assets and liabilities,
operations, changes in net assets and financial highlights for that Fund, as the
case may be.
Diversification
A shareholder's investment represents an interest in a large, diversified
portfolio of carefully selected securities. Diversification may protect
investors against the possible risks associated with concentrating in fewer
securities.
38
<PAGE>
Transaction Summaries
Annual summaries of all transactions in each Fund account are available to
shareholders. The summaries may be obtained by calling 1-800-225-5163.
THE SCUDDER FAMILY OF FUNDS
(See "Investment products and services" in the Fund's prospectus.)
The Scudder Family of Funds is America's first family of mutual funds and
the nation's oldest family of no-load mutual funds. To assist investors in
choosing a Scudder fund, descriptions of the Scudder funds' objectives follow.
Initial purchases in each Scudder fund must be at least $2,500 or $1,000 in the
case of IRAs. Subsequent purchases must be for $100 or more. Minimum investments
for special plan accounts may be lower.
MONEY MARKET
Scudder Cash Investment Trust ("SCIT") seeks to maintain the stability of
capital, and consistent therewith, to maintain the liquidity of capital
and to provide current income through investment in a supervised portfolio
of short-term debt securities. SCIT intends to seek to maintain a constant
net asset value of $1.00 per share, although in certain circumstances this
may not be possible.
Scudder U.S. Treasury Money Fund seeks to provide safety, liquidity and
stability of capital and consistent therewith to provide current income
through investment in a supervised portfolio of U.S. Government and U.S.
Government guaranteed obligations with maturities of not more than 762
calendar days. The Fund intends to seek to maintain a constant net asset
value of $1.00 per share, although in certain circumstances this may not
be possible.
INCOME
Scudder Emerging Markets Income Fund seeks to provide high current income
and, secondarily, long-term capital appreciation through investments
primarily in high-yielding debt securities issued in emerging markets.
Scudder Global Bond Fund seeks to provide total return with an emphasis on
current income by investing primarily in high-grade bonds denominated in
foreign currencies and the U.S. dollar. As a secondary objective, the Fund
will seek capital appreciation.
Scudder GNMA Fund seeks to provide investors with high current income from
a portfolio of high-quality GNMA securities.
Scudder High Yield Bond Fund seeks to provide a high level of current
income and, secondarily, capital appreciation through investment primarily
in below investment grade domestic debt securities.
Scudder Income Fund seeks to earn a high level of income consistent with
the prudent investment of capital through a flexible investment program
emphasizing high-grade bonds.
Scudder International Bond Fund seeks to provide income from a portfolio
of high-grade bonds denominated in foreign currencies. As a secondary
objective, the Fund seeks protection and possible enhancement of principal
value by actively managing currency, bond market and maturity exposure and
by security selection.
Scudder Short Term Bond Fund seeks to provide a higher and more stable
level of income than is normally provided by money market investments, and
more price stability than investments in intermediate- and long-term
bonds.
39
<PAGE>
Scudder Zero Coupon 2000 Fund seeks to provide as high an investment
return over a selected period as is consistent with the minimization of
reinvestment risks through investments primarily in zero coupon
securities.
TAX FREE MONEY MARKET
Scudder Tax Free Money Fund ("STFMF") is designed to provide investors
with income exempt from regular federal income tax while seeking stability
of principal. STFMF seeks to maintain a constant net asset value of $1.00
per share, although in certain circumstances this may not be possible.
Scudder California Tax Free Money Fund* is designed to provide California
taxpayers income exempt from California state and regular federal income
taxes, and seeks stability of capital and the maintenance of a constant
net asset value of $1.00 per share, although in certain circumstances this
may not be possible.
Scudder New York Tax Free Money Fund* is designed to provide New York
taxpayers income exempt from New York state, New York City and regular
federal income taxes, and seeks stability of capital and the maintenance
of a constant net asset value of $1.00 per share, although in certain
circumstances this may not be possible.
TAX FREE
Scudder High Yield Tax Free Fund seeks to provide high income which is
exempt from regular federal income tax by investing in municipal
securities.
Scudder Limited Term Tax Free Fund seeks to provide as high a level of
income exempt from regular federal income tax as is consistent with a high
degree of principal stability.
Scudder Managed Municipal Bonds seeks to provide income which is exempt
from regular federal income tax primarily through investments in long-term
municipal securities with an emphasis on high grade.
Scudder Medium Term Tax Free Fund seeks to provide a high level of income
free from regular federal income taxes and to limit principal fluctuation
by investing in high-grade municipal securities of intermediate
maturities.
Scudder California Tax Free Fund* seeks to provide income exempt from both
California and regular federal income taxes through the professional and
efficient management of a portfolio consisting of California state,
municipal and local government obligations.
Scudder Massachusetts Limited Term Tax Free Fund* seeks to provide as high
a level of income exempt from Massachusetts personal and regular federal
income tax as is consistent with a high degree of principal stability.
Scudder Massachusetts Tax Free Fund* seeks to provide income exempt from
both Massachusetts and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
Massachusetts state, municipal and local government obligations.
Scudder New York Tax Free Fund* seeks to provide income exempt from New
York state, New York City and regular federal income taxes through the
professional and efficient management of a portfolio consisting of
investments in New York state, municipal and local government obligations.
Scudder Ohio Tax Free Fund* seeks to provide income exempt from both Ohio
and regular federal income taxes through the professional and efficient
management of a portfolio consisting of Ohio state, municipal and local
government obligations.
- ----------
* These funds are not available for sale in all states. For information,
contact Scudder Investor Services, Inc.
40
<PAGE>
Scudder Pennsylvania Tax Free Fund* seeks to provide income exempt from
both Pennsylvania and regular federal income taxes through a portfolio
consisting of Pennsylvania state, municipal and local government
obligations.
GROWTH AND INCOME
Scudder Balanced Fund seeks to provide a balance of growth and income, as
well as long-term preservation of capital, from a diversified portfolio of
equity and fixed income securities.
Scudder Growth and Income Fund seeks to provide long-term growth of
capital, current income, and growth of income through a portfolio invested
primarily in common stocks and convertible securities by companies which
offer the prospect of growth of earnings while paying current dividends.
GROWTH
Scudder Classic Growth Fund seeks long-term growth of capital with reduced
share price volatility compared to other growth mutual funds.
Scudder Development Fund seeks to achieve long-term growth of capital
primarily through investments in marketable securities, principally common
stocks, of relatively small or little-known companies which in the opinion
of management have promise of expanding their size and profitability or of
gaining increased market recognition for their securities, or both.
Scudder Emerging Markets Growth Fund seeks long-term growth of capital
primarily through equity investment in emerging markets around the globe.
Scudder Global Discovery Fund seeks above-average capital appreciation
over the long term by investing primarily in the equity securities of
small companies located throughout the world.
Scudder Global Fund seeks long-term growth of capital primarily through a
diversified portfolio of marketable equity securities selected on a
worldwide basis. It may also invest in debt securities of U.S. and foreign
issuers. Income is an incidental consideration.
Scudder Gold Fund seeks maximum return (principal change and income)
consistent with investing in a portfolio of gold-related equity securities
and gold.
Scudder Greater Europe Growth Fund seeks long-term growth of capital
through investments primarily in the equity securities of European
companies.
Scudder International Fund seeks long-term growth of capital through
investment principally in a diversified portfolio of marketable equity
securities selected primarily to permit participation in non-U.S.
companies and economies with prospects for growth. It also invests in
fixed-income securities of foreign governments and companies, with a view
toward total investment return.
Scudder Large Company Growth Fund seeks to provide long-term growth of
capital through investment primarily in equity securities of large U.S.
growth companies.
Scudder Large Company Value Fund seeks to maximize long-term capital
appreciation through a broad and flexible investment program emphasizing
common stocks.
Scudder Latin America Fund seeks to provide long-term capital appreciation
through investment primarily in the securities of Latin American issuers.
41
<PAGE>
Scudder Micro Cap Fund seeks long-term growth of capital by investing
primarily in a diversified portfolio of U.S. micro-cap stocks.
Scudder Pacific Opportunities Fund seeks long-term growth of capital
through investment primarily in the equity securities of Pacific Basin
companies, excluding Japan.
Scudder Small Company Value Fund invests for long-term growth of capital
by seeking out undervalued stocks of small U.S. companies.
Scudder 21st Century Growth Fund seeks long-term growth of capital by
investing primarily in securities of emerging growth companies poised to
be leaders in the 21st century.
Scudder Value Fund seeks long-term growth of capital through investment in
undervalued equity securities.
The Japan Fund, Inc. seeks capital appreciation through investment in
Japanese securities, primarily in common stocks of Japanese companies.
ASSET ALLOCATION
Scudder Pathway Series: Conservative Portfolio seeks primarily current
income and secondarily long-term growth of capital. In pursuing these
objectives, the Portfolio will, under normal market conditions, invest
substantially in a select mix of Scudder bond mutual funds, but will have
some exposure to Scudder equity mutual funds.
Scudder Pathway Series: Balanced Portfolio seeks a balance of growth and
income by investing in a select mix of Scudder money market, bond and
equity mutual funds.
Scudder Pathway Series: Growth Portfolio seeks to provide investors with
long-term growth of capital. In pursuing this objective, the Portfolio
will, under normal market conditions, invest predominantly in a select mix
of Scudder equity mutual funds designed to provide long-term growth.
Scudder Pathway Series: International Portfolio seeks maximum total
return. Total return consists of any capital appreciation plus dividend
income and interest. To achieve this objective, the Portfolio invests in a
select mix of international and global Scudder Funds.
The net asset values of most Scudder Funds can be found daily in the
"Mutual Funds" section of The Wall Street Journal under "Scudder Funds," and in
other leading newspapers throughout the country. Investors will notice the net
asset value and offering price are the same, reflecting the fact that no sales
commission or "load" is charged on the sale of shares of the Scudder Funds. The
latest seven-day yields for the money-market funds can be found every Monday and
Thursday in the "Money-Market Funds" section of The Wall Street Journal. This
information also may be obtained by calling the Scudder Automated Information
Line (SAIL) at 1-800-343-2890.
The Scudder Family of Funds offers many conveniences and services,
including: active professional investment management; broad and diversified
investment portfolios; pure no-load funds with no commissions to purchase or
redeem shares or Rule 12b-1 distribution fees; individual attention from a
service representative of Scudder Investor Relations; easy telephone exchanges
into other Scudder funds; shares redeemable at net asset value at any time.
42
<PAGE>
SPECIAL PLAN ACCOUNTS
(See "Scudder tax-advantaged retirement plans", "Purchases--By Automatic
Investment Plan" and "Exchanges and redemptions--By Automatic
Withdrawal Plan" in the Funds' prospectus.)
Detailed information on any Scudder investment plan, including the
applicable charges, minimum investment requirements and disclosures made
pursuant to Internal Revenue Service (the "IRS") requirements, may be obtained
by contacting Scudder Investor Services, Inc., Two International Place, Boston,
Massachusetts 02110-4103 or by calling toll free, 1-800-225-2470. It is
advisable for an investor considering the funding of the investment plans
described below to consult with an attorney or other investment or tax adviser
with respect to the suitability requirements and tax aspects thereof.
None of the plans assures a profit or guarantees protection against
depreciation, especially in declining markets.
Automatic Withdrawal Plan
Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or more. Payments are mailed at the
end of each month. The check amounts may be based on the redemption of a fixed
dollar amount, fixed share amount, percent of account value or declining
balance. The Plan provides for income dividends and capital gains distributions,
if any, to be reinvested in additional shares. Shares are then liquidated as
necessary to provide for withdrawal payments. Since the withdrawals are in
amounts selected by the investor and have no relationship to yield or income,
payments received cannot be considered as yield or income on the investment and
the resulting liquidations may deplete or possibly extinguish the initial
investment. Requests for increases in withdrawal amounts or to change payee must
be submitted in writing, signed exactly as the account is registered and contain
signature guarantee(s) as described under "Transaction information--Redeeming
shares--Signature guarantees" in the Funds' prospectus. Any such requests must
be received by the Funds' transfer agent by the 15th of the month in which such
change is to take effect. An Automatic Withdrawal Plan may be terminated at any
time by the shareholder, the Trusts or their agents on written notice, and will
be terminated when all shares of the Fund under the Plan have been liquidated or
upon receipt by the Trust of notice of death of the shareholder.
An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163.
Cash Management System - Group Sub-Accounting Plan for
Trust Accounts, Nominees and Corporations
To minimize record-keeping by fiduciaries and corporations, arrangements
have been made with the Transfer Agent to offer a convenient group
sub-accounting and dividend payment system to bank trust departments and others.
Debt obligations of banks which utilize the Cash Management System are not given
any preference in the acquisition of investments for a Fund or Portfolio.
In its discretion, a Fund may accept minimum initial investments of less
than $1,000 (per Portfolio) as part of a continuous group purchase plan by
fiduciaries and others (e.g., brokers, bank trust departments, employee benefit
plans) provided that the average single account in any one Fund or Portfolio in
the group purchase plan will be $1,000 or more. A Fund may also wire all
redemption proceeds where the group maintains a single designated bank account.
Shareholders who withdraw from the group purchase plan through which they
were permitted to initiate accounts under $2,500 will be subject to the minimum
account restrictions described under "EXCHANGES AND REDEMPTIONS--Other
Information."
Automatic Investment Plan
Shareholders may arrange to make periodic investments through automatic
deductions from checking accounts by completing the appropriate form and
providing the necessary documentation to establish this service. The minimum
investment is $50.
43
<PAGE>
The Automatic Investment Plan involves an investment strategy called
dollar cost averaging. Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular intervals. By investing the same
dollar amount each period, when the shares are priced low the investor will
purchase more shares than when the share price is higher. Over a period of time
this investment approach may allow the investor to reduce the average price of
the shares purchased. However, this investment approach does not assure a profit
or protect against loss. This type of regular investment program may be suitable
for various investment goals such as, but not limited to, college planning or
saving for a home.
Uniform Transfers/Gifts to Minors Act
Grandparents, parents or other donors may set up custodian accounts for
minors. The minimum initial investment is $1,000 unless the donor agrees to
continue to make regular share purchases for the account through Scudder's
Automatic Investment Plan (AIP). In this case, the minimum initial investment is
$500.
The Trusts reserve the right, after notice has been given to the
shareholder and custodian, to terminate a shareholder's account in the event
that regular investments to the account cease before the $1,000 minimum is
reached.
DIVIDENDS
(See "Distribution and performance information" in the Funds' prospectus.)
Scudder Tax Free Money Fund
The net investment income of STFMF is determined as of the close of
regular trading on the Exchange, usually 4 p.m., eastern time, on each day the
Exchange is open for trading.
All the investment income of STFMF so determined normally will be declared
as a dividend to shareholders of record as of determination of the net asset
value at twelve o'clock noon after the purchase and redemption of shares. Shares
purchased as of the determination of net asset value made as of the close of the
Exchange will not participate in that day's dividend; in such cases dividends
commence on the next business day. Checks will be mailed to shareholders
electing to take dividends in cash, and confirmations will be mailed to
shareholders electing to invest dividends in additional shares for the month's
dividends on the fourth business day of the next month. Dividends will be
invested at the net asset value per share, normally $1.00, determined as of 4
p.m. on the first business day of each month.
Dividends are declared daily on each day on which the Exchange is open for
business. The dividends for a business day immediately preceding a weekend or
holiday will normally include an amount equal to the net income for the
subsequent days on which dividends are not declared. However, no daily dividend
will include any amount of net income in respect of a subsequent semiannual
accounting period.
Because the net investment income of STFMF is declared as a dividend each
time the net income of the Fund is determined, the net asset value per share of
the Fund (i.e., the fair value of the net assets of the Fund divided by the
number of shares of the Fund outstanding) will remain at $1.00 per share
immediately after each such determination and dividend declaration, unless (i)
there are unusual or extended fluctuations in short-term interest rates or other
factors, such as unfavorable changes in the creditworthiness of issuers
affecting the value of securities in the Fund's portfolio, or (ii) net
investment income is a negative amount.
Net investment income (from the time of the immediately preceding
determination thereof) consists of (i) all interest income accrued on the
portfolio assets of the Fund less (ii) all actual and accrued expenses. Interest
income included in the daily computation of net income is comprised of original
issue discount earned on discount paper accrued ratably to the date of maturity
as well as accrued interest. Expenses of STFMF, including the management fee
payable to the Adviser, are accrued each day.
Normally STFMF will have a positive net investment income at the time of
each determination thereof. Net investment income may be negative if an
unexpected liability must be accrued or a loss realized. If the net investment
income of STFMF determined at any time is a negative amount, the net asset value
44
<PAGE>
per share will be reduced below $l.00 unless one or more of the following steps
are taken: the Trustees have the authority (l) to reduce the number of shares in
each shareholder's account, (2) to offset each shareholder's pro rata portion of
negative net investment income from the shareholder's accrued dividend account
or from future dividends, or (3) to combine these methods in order to seek to
maintain the net asset value per share at $l.00. STFMF may endeavor to restore
the net asset value per share to $l.00 by not declaring dividends from net
investment income on subsequent days until restoration, with the result that the
net asset value per share will increase to the extent of positive net investment
income which is not declared as a dividend.
Should STFMF incur or anticipate any unusual or unexpected significant
expense or loss which would affect disproportionately the Fund's income for a
particular period, the Trustees would at that time consider whether to adhere to
the dividend policy described above or to revise it in the light of the then
prevailing circumstances in order to ameliorate, to the extent possible, the
disproportionate effect of such expense, loss or depreciation on the then
existing shareholders. Such expenses or losses may nevertheless result in a
shareholder's receiving no dividends for the period during which the shares are
held and in receiving upon redemption a price per share lower than that which
was paid.
Distributions of realized capital gains, if any, are paid in November or
December of STFMF's taxable year although the Fund may make an additional
distribution within three months of the Fund's fiscal year end of December 31.
STFMF expects to follow the practice of distributing all net realized capital
gains to shareholders and expects to distribute realized capital gains at least
annually. However, if any realized capital gains are retained by STFMF for
reinvestment and federal income taxes are paid thereon by the Fund, the Fund
will elect to treat such capital gains as having been distributed to
shareholders; as a result, shareholders would be able to claim their share of
the taxes paid by the Fund on such gains as a credit against their individual
federal income tax liability.
Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund,
Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund
SLTTFF, SMTTFF, SMMB and SHYTFF will follow the practice of distributing
substantially all of their net investment income (defined under "ADDITIONAL
INFORMATION--Glossary") and any excess of net realized short-term capital gains
over net realized long-term capital losses. In the past, SMTTFF, SMMB and SHYTFF
have followed the practice of distributing the entire excess of net realized
long-term capital gains over net realized short-term capital losses. However, if
it appears to be in the best interest of such Funds and the relevant
shareholders, such Fund may retain all or part of such gain for reinvestment.
Dividends on SLTTFF, SMTTFF, SMMB and SHYTFF will be declared daily and
distributions of net investment income will be made monthly on the fourth Boston
business day of each month for the preceding month's net income. Distributions
of realized capital gains, if any, are paid in November or December, although an
additional distribution may be made within three months of the Fund's fiscal
year end, if necessary, and each Fund expects to continue to distribute net
capital gains at least annually. Both types of distributions will be made in
shares of that Fund and confirmations will be mailed to each shareholder unless
a shareholder has elected to receive cash, in which case a check will be sent.
PERFORMANCE INFORMATION
(See "Distribution and performance information--Performance
information" in the Funds' prospectus.)
Scudder Tax Free Money Fund
From time to time, quotations of a Fund's performance may be included in
advertisements, sales literature or shareholder reports. These performance
figures may be calculated in the following manner:
Yield is the net annualized yield based on a specified 7-calendar day
period calculated at simple interest rates. Yield is calculated by determining
the net change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from shareholder
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return. The yield is
annualized by multiplying the base period return by 365/7. The yield figure is
45
<PAGE>
stated to the nearest hundredth of one percent. The yield of the Fund for the
seven-day period ended December 31, 1995 was 4.01%.
Effective Yield is the net annualized yield for a specified 7 calendar-day
period assuming a reinvestment of the income or compounding. Effective yield is
calculated by the same method as yield except the yield figure is compounded by
adding 1, raising the sum to a power equal to 365 divided by 7, and subtracting
one from the result, according to the following formula:
Effective Yield = [(Base Period Return + 1)^(365/7)] - 1.
The effective yield of the Fund for the seven-day period
ended December 31, 1995 was 4.09%.
Tax-Equivalent Yield is the net annualized taxable yield needed to produce
a specified tax-exempt yield at a given tax rate based on a specified 7-day
period assuming a reinvestment of all dividends paid during such period.
Tax-equivalent yield is calculated by dividing that portion of the Fund's yield
(as computed in the yield description in A. above) which is tax-exempt by one
minus a stated income tax rate and adding the product to that portion, if any,
of the yield of the Fund that is not tax-exempt. Thus, taxpayers with effective
federal income tax rates of 36% and 39.6% would need to earn a taxable yield of
6.27% and 6.64%, respectively, to receive after-tax income equal to the 4.01%
tax-free yield of Scudder Tax Free Money Fund on December 31, 1995. Please refer
to the chart beginning on page 47 for a discussion of tax-exempt income v.
taxable income.
As described above, yield, effective yield and tax-equivalent yield are
historical, show the performance of a hypothetical investment and are not
intended to indicate future performance. Yield, effective yield and,
tax-equivalent yield will vary based on changes in market conditions and the
level of the Fund's expenses.
In connection with communicating its performance to current or prospective
shareholders, the Fund also may compare these figures to the performance of
other mutual funds tracked by mutual fund rating services or to other unmanaged
indices which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs.
From time to time, in marketing pieces and other fund literature, the
Fund's yield and performance over time may be compared to the performance of
broad groups of comparable mutual funds, bank money market deposit accounts and
fixed-rate insured certificates of deposit (CDs), or unmanaged indices of
securities that are comparable to money market funds in their terms and intent,
such as Treasury bills, bankers' acceptances, negotiable order of withdrawal
accounts, and money market certificates. Most bank CDs differ from money market
funds in several ways: the interest rate is fixed for the term of the CD, there
are interest penalties for early withdrawal of the deposit, and the deposit
principal is insured by the FDIC.
Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund,
Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund
From time to time, quotation of each Fund's performance may be included in
advertisements, sales literature or reports to shareholders or prospective
investors. These performance figures may be calculated in the following manner:
Average Annual Total Return is the average annual compound rate of return
for the periods of one year, five years and ten years (or such shorter periods
as may be applicable dating from the commencement of the Fund's operations) all
ended on the last day of a recent calendar quarter. If a Fund has been in
existence for less than ten years, the average annual total return for the life
of the Fund is given. Average annual total return quotations reflect changes in
the price of the Fund's shares and assume that all dividends and capital gains
distributions during the respective periods were reinvested in Fund shares.
Average annual total return is calculated by finding the average annual compound
rates of return of a hypothetical investment, over such periods, according to
the following formula (average annual total return is then expressed as a
percentage):
T = (ERV/P)^(1/n) - 1
Where:
P = a hypothetical initial investment of $1,000
T = average annual total return
46
<PAGE>
n = number of years
ERV = ending redeemable value: ERV is the value, at the
end of the applicable period, of a hypothetical
$1,000 investment made at the beginning of the
applicable period.
Average Annual Total Return for periods ended December 31, 1996
One Five Ten Life of
Year Years Years Fund
Scudder Medium Term Tax Free Fund* --% --% --% --%
Scudder Managed Municipal Bonds -- -- -- --
Scudder High Yield Tax Free Fund** -- -- -- --(1)
* The foregoing average annual total return for ten years includes the
period prior to November 1, 1990, during which the Fund operated under the
investment objective and policies of Scudder Tax Free Target Fund 1990
Portfolio. Average annual total return figures for the periods prior to
November 1, 1990 should not be considered representative of the present
Fund. If the Adviser had not maintained Fund expenses for the period
November 1, 1990 through October 31, 1996 and had imposed a full
management fee for this period, total returns would have been lower.
** If the Adviser had not maintained Fund expenses and had imposed a full
management fee, total returns would have been lower.
(1) For the period beginning January 22, 1987 (commencement of operations).
Average Annual Total Return for period ended October 31, 1996
One Five Ten Life of
Year Years Years Fund
Scudder Limited Term Tax Free Fund* 4.33% -- -- 4.65%(1)
* If the Adviser had not maintained Fund expenses and had imposed a full
management fee, total returns would have been lower.
(1) For the period beginning February 15, 1994 (commencement of operations).
Cumulative Total Return is the cumulative rate of return on a hypothetical
initial investment of $1,000 for a specified period. Cumulative total return
quotations reflect changes in the price of a Fund's shares and assume that all
dividends and capital gains distributions during the period were reinvested in
Fund shares. Cumulative total return is calculated by finding the cumulative
rates of return of a hypothetical investment over such periods, according to the
following formula (cumulative total return is then expressed as a percentage):
C = (ERV/P) - 1
Where:
C = Cumulative Total Return
P = a hypothetical initial investment of $1,000
ERV = ending redeemable value: ERV is the value, at the
end of the applicable period, of a hypothetical
$1,000 investment made at the beginning of the
applicable period.
47
<PAGE>
Cumulative Total Return for periods ended December 31, 1996
One Five Ten Life of
Year Years Years Fund
Scudder Medium Term Tax Free Fund* --% --% --% --%
Scudder Managed Municipal Bonds -- -- -- --
Scudder High Yield Tax Free Fund** -- -- -- --(2)
* The foregoing cumulative total return for ten years includes the period
prior to November 1, 1990, during which the Fund operated under the
investment objective and policies of Scudder Tax Free Target Fund 1990
Portfolio. Cumulative total return figures for the periods prior to
November 1, 1990 should not be considered representative of the present
Fund. If the Adviser had not maintained Fund expenses for the period
November 1, 1990 through October 31, 1996 and had imposed a full
management fee for this period, total returns would have been lower.
** If the Adviser had not maintained Fund expenses and had imposed a full
management fee, total returns would have been lower.
(2) For the period beginning January 22, 1987 (commencement of operations).
Cumulative Total Return for period ended October 31, 1996
One Five Ten Life of
Year Years Years Fund
Scudder Limited Term Tax Free Fund* 4.33% --% --% 13.12%(1)
* If the Adviser had not maintained Fund expenses and had imposed a full
management fee, total returns would have been lower.
(1) For the period beginning February 15, 1994 (commencement of operations).
Total Return is the rate of return on an investment for a specified period
of time calculated in the same manner as Cumulative Total Return.
Yield is the net annualized yield based on a specified 30-day (or one
month) period assuming a semiannual compounding of income. Included in net
investment income is the amortization of market premium or accretion of market
and original issue discount. Yield is calculated by dividing the net investment
income per share earned during the period by the maximum offering price per
share on the last day of the period, according to the following formula:
YIELD = 2[(a-b/cd + 1)^6 - 1]
Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period (net of expense
maintenance).
c = the average daily number of shares outstanding
during the period that were entitled to receive
dividends.
d = the maximum offering price per share on the last
day of the period.
48
<PAGE>
Yields for the 30-day period ended December 31, 1996
Scudder Medium Term Tax Free Fund* --%
Scudder Managed Municipal Bonds --%
Scudder High Yield Tax Free Fund --%
* For the period January 1, 1995 to October 31, 1996 the Adviser maintained
the Fund's total annualized expenses at -- %.
Yield for the 30-day period ended October 31, 1996
Scudder Limited Term Tax Free Fund 4.01%
Tax-Equivalent Yield is the net annualized taxable yield needed to produce
a specified tax-exempt yield at a given tax rate based on a specified 30-day (or
one month) period assuming a reinvestment of all dividends paid during such
period (a method known as "semiannual compounding"). Tax-equivalent yield is
calculated by dividing that portion of the Fund's yield (as computed in the
yield description in D., above) which is tax-exempt by one minus a stated
Federal income tax rate and adding the product to that portion, if any, of the
yield of the Fund that is not tax-exempt.
Tax-Equivalent Yields as of December 31, 1996
TAXABLE EQUIVALENT*
28% Tax 31% Tax 36% Tax 39.6% Tax
FUND Bracket Bracket Bracket Bracket
Scudder Medium Term Tax Free Fund --% --% --% --%
Scudder Managed Municipal Bonds --% --% --% --%
Scudder High Yield Tax Free Fund --% --% --% --%
* Based on federal income tax rates in effect for the 1996 taxable year.
Tax-Equivalent Yields as of October 31, 1996
TAXABLE EQUIVALENT*
28% Tax 31% Tax 36% Tax 39.6% Tax
FUND Bracket Bracket Bracket Bracket
Scudder Limited Term Tax Free Fund 6.64% --% --% --%
* Based on federal income tax rates in effect for the 1996 taxable year.
Tax-Exempt Income vs. Taxable Income
The following table illustrates comparative yields from taxable and
tax-exempt obligations under federal income tax rates in effect for the 1996
calendar year.
49
<PAGE>
1996 Taxable Federal To Equal Hypothetical Tax-Free Yields of
Income Brackets Tax Rates 5%, 7% and 9%, a Taxable Investment Would
Have To Earn**
Individual
Return 5% 7% 9%
----------- ----- ----- ------
$0 - $23,350 15.0% 5.88% 8.24% 10.59%
$23,351- $56,550 28.0% 6.94% 9.72% 12.50%
$56,551 - $117,950 31.0% 7.25% 10.14% 13.04%
$117,951 - $256,500 36.0% 7.81% 10.94% 14.06%
Over $256,500 39.6% 8.28% 11.59% 14.90%
Joint
Return
$0 - $39,000 15.0% 5.88% 8.24% 10.59%
$39,001 - $94,250 28.0% 6.94% 9.72% 12.50%
$94,251 - $143,600 31.0% 7.25% 10.14% 13.04%
$143,601 - $256,500 36.0% 7.81% 10.94% 14.06%
Over $256,500 39.6% 8.28% 11.59% 14.90%
** These illustrations assume the Federal alternative minimum tax is not
applicable, that an individual is not a "head of household" and claims one
exemption and that taxpayers filing a joint return claim two exemptions.
Note also that these federal income tax brackets and rates do not take
into account the effects of (i) a reduction in the deductibility of
itemized deductions for taxpayers whose federal adjusted gross income
exceeds $114,700 ($57,350 in the case of a married individual filing a
separate return), or of (ii) the gradual phaseout of the personal
exemption amount for taxpayers whose federal adjusted gross income exceeds
$114,700 (for single individuals) or $172,050 (for married individuals
filing jointly). The effective federal tax rates and equivalent yields for
such taxpayers would be higher than those shown above.
Example: *
Based on 1996 federal tax rates, a married couple filing a joint return
with two exemptions and taxable income of $40,000 would have to earn a
tax-equivalent yield of ____% in order to match a tax-free yield of __%.
There is no guarantee that a fund will achieve a specific yield. While
most of the income distributed to the shareholders of each Fund will be exempt
from federal income taxes, portions of such distributions may be subject to
federal income taxes. Distributions may also be subject to state and local
taxes.
* Net amount subject to federal income tax after deductions and exemptions,
exclusive of the alternative minimum tax.
As described above, average annual total return, cumulative total return,
total return, yield, and tax-equivalent yield are historical, show the
performance of a hypothetical investment and are not intended to indicate future
performance. Average annual total return, cumulative total return, total return,
yield, and tax-equivalent yield for a Fund will vary based on changes in market
conditions and the level of the Fund's expenses.
Investors should be aware that the principal of each Fund is not insured.
Comparison of Fund Performance
A comparison of the quoted non-standard performance offered for various
investments is valid only if performance is calculated in the same manner. Since
there are different methods of calculating performance, investors should
consider the effects of the methods used to calculate performance when comparing
performance of a Fund with performance quoted with respect to other investment
companies or types of investments.
In connection with communicating its performance to current or prospective
shareholders, a Fund also may compare these figures to the performance of
unmanaged indices which may assume reinvestment of dividends or interest but
generally do not reflect deductions for administrative and management costs.
Examples include, but are
50
<PAGE>
not limited to the Dow Jones Industrial Average, the Consumer Price Index,
Standard & Poor's 500 Composite Stock Price Index (S&P 500), the NASDAQ OTC
Composite Index, the NASDAQ Industrials Index, the Russell 2000 Index, and
statistics published by the Small Business Administration.
From time to time, in advertising and marketing literature, a Fund's
performance may be compared to the performance of broad groups of mutual funds
with similar investment goals, as tracked by independent organizations such as,
Investment Company Data, Inc. ("ICD"), Lipper Analytical Services, Inc.
("Lipper"), CDA Investment Technologies, Inc. ("CDA"), Morningstar, Inc., Value
Line Mutual Fund Survey and other independent organizations. When these
organizations' tracking results are used, a Fund will be compared to the
appropriate fund category, that is, by fund objective and portfolio holdings, or
to the appropriate volatility grouping, where volatility is a measure of a
fund's risk. For instance, a Scudder growth fund will be compared to funds in
the growth fund category; a Scudder income fund will be compared to funds in the
income fund category; and so on. Scudder funds (except for money market funds)
may also be compared to funds with similar volatility, as measured statistically
by independent organizations.
From time to time, in marketing and other Fund literature,
(Trustees)(Directors) and officers of the Funds, the Funds' portfolio manager,
or members of the portfolio management team may be depicted and quoted to give
prospective and current shareholders a better sense of the outlook and approach
of those who manage the Funds. In addition, the amount of assets that the
Adviser has under management in various geographical areas may be quoted in
advertising and marketing materials.
The Funds may be advertised as an investment choice in Scudder's college
planning program. The description may contain illustrations of projected future
college costs based on assumed rates of inflation and examples of hypothetical
fund performance, calculated as described above.
Statistical and other information, as provided by the Social Security
Administration, may be used in marketing materials pertaining to retirement
planning in order to estimate future payouts of social security benefits.
Estimates may be used on demographic and economic data.
Marketing and other Fund literature may include a description of the
potential risks and rewards associated with an investment in the Funds. The
description may include a "risk/return spectrum" which compares the Funds to
other Scudder funds or broad categories of funds, such as money market, bond or
equity funds, in terms of potential risks and returns. Money market funds are
designed to maintain a constant $1.00 share price and have a fluctuating yield.
Share price, yield and total return of a bond fund will fluctuate. The share
price and return of an equity fund also will fluctuate. The description may also
compare the Funds to bank products, such as certificates of deposit. Unlike
mutual funds, certificates of deposit are insured up to $100,000 by the U.S.
government and offer a fixed rate of return.
Because bank products guarantee the principal value of an investment and
money market funds seek stability of principal, these investments are considered
to be less risky than investments in either bond or equity funds, which may
involve the loss of principal. However, all long-term investments, including
investments in bank products, may be subject to inflation risk, which is the
risk of erosion of the value of an investment as prices increase over a long
time period. The risks/returns associated with an investment in bond or equity
funds depend upon many factors. For bond funds these factors include, but are
not limited to, a fund's overall investment objective, the average portfolio
maturity, credit quality of the securities held, and interest rate movements.
For equity funds, factors include a fund's overall investment objective, the
types of equity securities held and the financial position of the issuers of the
securities. The risks/returns associated with an investment in international
bond or equity funds also will depend upon currency exchange rate fluctuation.
A risk/return spectrum generally will position the various investment
categories in the following order: bank products, money market funds, bond funds
and equity funds. Shorter-term bond funds generally are considered less risky
and offer the potential for less return than longer-term bond funds. The same is
true of domestic bond funds relative to international bond funds, and bond funds
that purchase higher quality securities relative to bond funds that purchase
lower quality securities. Growth and income equity funds are generally
considered to be less risky and offer the potential for less return than growth
funds. In addition, international equity funds usually are considered more risky
than domestic equity funds but generally offer the potential for greater return.
51
<PAGE>
Risk/return spectrums also may depict funds that invest in both domestic
and foreign securities or a combination of bond and equity securities.
Evaluation of Fund performance or other relevant statistical information
made by independent sources may also be used in advertisements concerning the
Funds, including reprints of, or selections from, editorials or articles about
these Funds. Sources for Fund performance information and articles about the
Funds include the following:
American Association of Individual Investors' Journal, a monthly publication of
the AAII that includes articles on investment analysis techniques.
Asian Wall Street Journal, a weekly Asian newspaper that often reviews U.S.
mutual funds investing internationally.
Banxquote, an on-line source of national averages for leading money market and
bank CD interest rates, published on a weekly basis by Masterfund, Inc. of
Wilmington, Delaware.
Barron's, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.
Business Week, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds investing abroad.
CDA Investment Technologies, Inc., an organization which provides performance
and ranking information through examining the dollar results of hypothetical
mutual fund investments and comparing these results against appropriate market
indices.
Consumer Digest, a monthly business/financial magazine that includes a "Money
Watch" section featuring financial news.
Financial Times, Europe's business newspaper, which features from time to time
articles on international or country-specific funds.
Financial World, a general business/financial magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.
Forbes, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.
Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.
The Frank Russell Company, a West-Coast investment management firm that
periodically evaluates international stock markets and compares foreign equity
market performance to U.S. stock market performance.
Global Investor, a European publication that periodically reviews the
performance of U.S. mutual funds investing internationally.
IBC Money Fund Report, a weekly publication of IBC Financial Data, Inc.,
reporting on the performance of the nation's money market funds, summarizing
money market fund activity and including certain averages as performance
benchmarks, specifically "IBC's Money Fund Average," and "IBC's Government Money
Fund Average."
Ibbotson Associates, Inc., a company specializing in investment research and
data.
Investment Company Data, Inc., an independent organization which provides
performance ranking information for broad classes of mutual funds.
Investor's Business Daily, a daily newspaper that features financial, economic,
and business news.
52
<PAGE>
Kiplinger's Personal Finance Magazine, a monthly investment advisory publication
that periodically features the performance of a variety of securities.
Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis, a weekly
publication of industry-wide mutual fund averages by type of fund.
Money, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.
Morgan Stanley International, an integrated investment banking firm that
compiles statistical information.
Mutual Fund Values, a biweekly Morningstar, Inc. publication that provides
ratings of mutual funds based on fund performance, risk and portfolio
characteristics.
The New York Times, a nationally distributed newspaper which regularly covers
financial news.
The No-Load Fund Investor, a monthly newsletter, published by Sheldon Jacobs,
that includes mutual fund performance data and recommendations for the mutual
fund investor.
No-Load Fund*X, a monthly newsletter, published by DAL Investment Company, Inc.,
that reports on mutual fund performance, rates funds and discusses investment
strategies for the mutual fund investor.
Personal Investing News, a monthly news publication that often reports on
investment opportunities and market conditions.
Personal Investor, a monthly investment advisory publication that includes a
"Mutual Funds Outlook" section reporting on mutual fund performance measures,
yields, indices and portfolio holdings.
Smart Money, a national personal finance magazine published monthly by Dow Jones
and Company, Inc. and The Hearst Corporation. Focus is placed on ideas for
investing, spending and saving.
Success, a monthly magazine targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.
United Mutual Fund Selector, a semi-monthly investment newsletter, published by
Babson United Investment Advisors, that includes mutual fund performance data
and reviews of mutual fund portfolios and investment strategies.
USA Today, a leading national daily newspaper.
U.S. News and World Report, a national news weekly that periodically reports
mutual fund performance data.
Value Line Mutual Fund Survey, an independent organization that provides
biweekly performance and other information on mutual funds.
The Wall Street Journal, a Dow Jones and Company, Inc. newspaper which regularly
covers financial news.
Wiesenberger Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds, management policies, salient features, management results,
income and dividend records and price ranges.
Working Woman, a monthly publication that features a "Financial Workshop"
section reporting on the mutual fund/financial industry.
Worth, a national publication put out 10 times per year by Capital Publishing
Company, a subsidiary of Fidelity Investments. Focus is placed on personal
financial journalism.
53
<PAGE>
ORGANIZATION OF THE FUNDS
(See "Fund organization" in the Funds' prospectus.)
Scudder Tax Free Money Fund is a Massachusetts business trust established
under a Declaration of Trust dated October 5, 1979, as amended. Scudder Medium
Term Tax Free Fund is a series of Scudder Tax Free Trust, a Massachusetts
business trust established under a Declaration of Trust dated December 28, 1982,
as amended. Scudder Limited Term Tax Free Fund is the other series of the Trust.
The name and investment objectives of SMTTFF were changed effective November 1,
1990. Scudder Municipal Trust is a Massachusetts business trust established
under a Declaration of Trust dated September 24, 1976, as amended. The Trustees
of Scudder Municipal Trust have established and designated two series of the
Trust: Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund.
Each Fund's authorized capital consists of an unlimited number of shares of
beneficial interest, $.01 par value. All shares of each Fund issued and
outstanding will be fully paid and non-assessable by the Funds, and redeemable
as described in this Statement of Additional Information.
All shares of STFMF and STFT are of one class and have equal rights as to
voting, dividends and liquidation. The Trustees of STFMF and STFT have the
authority to issue two or more series of shares and to designate the relative
rights and preferences as between the different series. The Trustees of STFMF
have not yet exercised that authority. If more than one series of shares were
issued and a series were unable to meet its obligations, the remaining series
might have to assume the unsatisfied obligations of that series. All shares
issued and outstanding will be fully paid and non-assessable by the Funds and
redeemable as described in this Statement of Additional Information and in the
Funds' prospectus.
The shares of SMT are issued in separate series, each share of which
represents an equal proportionate interest in that series with each other share
of that series. The Trustees of SMT have the authority to designate additional
series and to designate the relative rights and preferences as between the
different series.
The Trustees of STFMF and SMT, in their discretion, may authorize the
division of shares of each of their respective Funds (or shares of a series)
into different classes permitting shares of different classes to be distributed
by different methods. Although shareholders of different classes of a series
would have an interest in the same portfolio of assets, shareholders of
different classes may bear different expenses in connection with different
methods of distribution. The Trustees have no present intention of taking the
action necessary to effect the division of shares into separate classes (which
under present regulations would require the Funds first to obtain an exemptive
order of the SEC), nor of changing the method of distribution of shares of the
Funds.
Currently, the assets of SMT and STFT received for the issue or sale of
the shares of each series and all income, earnings, profits and proceeds
thereof, subject only to the rights of creditors, are specifically allocated to
such series and constitute the underlying assets of such series. The underlying
assets of each series are segregated on the books of account, and are to be
charged with the liabilities in respect to such series and with a share of the
general liabilities of SMT. If a series were unable to meet its obligations, the
assets of all other series may in some circumstances be available to creditors
for that purpose, in which case the assets of such other series could be used to
meet liabilities which are not otherwise properly chargeable to them. Expenses
with respect to any two or more series are to be allocated in proportion to the
asset value of the respective series except where allocations of direct expenses
can otherwise be fairly made. The officers of SMT and STFT, subject to the
general supervision of the Trustees, have the power to determine which
liabilities are allocable to a given series, or which are general or allocable
to two or more series. In the event of the dissolution or liquidation of SMT and
STFT, the holders of the shares of any series are entitled to receive as a class
the underlying assets of such shares available for distribution to shareholders.
Shares of SMT and STFT entitle their holders to one vote per share;
however, separate votes are taken by each series on matters affecting an
individual series. For example, a change in investment policy for a series would
be voted upon only by shareholders of the series involved. Additionally,
approval of the investment advisory agreement is a matter to be determined
separately by each series. Approval by the shareholders of one series is
effective as to that series whether or not enough votes are received from the
shareholders of the other series to approve such agreement as to the other
series.
54
<PAGE>
Each Fund's Declaration of Trust provides that obligations of the Fund
involved are not binding upon the Trustees individually but only upon the
property of that Fund, that the Trustees and officers will not be liable for
errors of judgment or mistakes of fact or law, and that the Fund involved will
indemnify its Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Fund except if it is determined in the manner provided in the
Declaration of Trust that they have not acted in good faith in the reasonable
belief that their actions were in the best interests of the Fund involved.
However, nothing in the Declarations of Trust protect or indemnify a Trustee or
officer against any liability to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his or her office.
INVESTMENT ADVISER
(See "Fund organization--Investment adviser" in the Funds' prospectus.)
Each Fund has an investment advisory agreement (the "Agreement,"
collectively, the "Agreements") with the investment counsel firm of Scudder,
Stevens & Clark, Inc. (sometimes referred to herein as the "Adviser"). This
organization is one of the most experienced investment management firms in the
United States. It was established as a partnership in 1919 and pioneered the
practice of providing investment counsel to individual clients on a fee basis.
In 1928 it introduced the first no-load mutual fund to the public. In 1953,
Scudder introduced Scudder International Fund, Inc., the first mutual fund
registered with the SEC in the U.S. investing internationally in several foreign
countries. The firm reorganized from a partnership to a corporation on June 28,
1985.
The principal source of the Adviser's income is professional fees received
from providing continuous investment advice, and the firm derives no income from
brokerage or underwriting of securities. Today, it provides investment counsel
for many individuals and institutions, including insurance companies, colleges,
industrial corporations, and financial and banking organizations. In addition,
it manages Montgomery Street Income Securities, Inc., Scudder California Tax
Free Trust, Scudder Cash Investment Trust, Scudder Equity Trust, Scudder Fund,
Inc., Scudder Funds Trust, Scudder Global Fund, Inc., Scudder GNMA Fund, Scudder
Portfolio Trust, Scudder Institutional Fund, Inc., Scudder International Fund,
Inc., Scudder Investment Trust, Scudder Municipal Trust, Scudder Mutual Funds,
Inc., Scudder New Asia Fund, Inc., Scudder New Europe Fund, Inc., Scudder
Pathway Series, 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, Scudder World Income Opportunities Fund,
Inc., The Argentina Fund, Inc., The Brazil Fund, Inc., The First Iberian Fund,
Inc., The Korea Fund, Inc., The Japan Fund, Inc. and The Latin America Dollar
Income Fund, Inc. Some of the foregoing companies or trusts have two or more
series.
The Adviser also provides investment advisory services to the mutual funds
which comprise the AARP Investment Program from Scudder. The AARP Investment
Program from Scudder has assets over $12 billion and includes the AARP Growth
Trust, AARP Income Trust, AARP Tax Free Income Trust, AARP Managed Investment
Portfolios Trust and AARP Cash Investment Funds.
The Adviser maintains a large research department, which conducts ongoing
studies of the factors that affect the position of various industries, companies
and individual securities. The Adviser receives published reports and
statistical compilations from issuers and other sources, as well as analyses
from brokers and dealers who may execute portfolio transactions for the
Adviser's clients. However, the Adviser regards this information and material as
an adjunct to its own research activities. In selecting the securities in which
the Funds may invest, the conclusions and investment decisions of the Adviser
with respect to the Funds are based primarily on the analyses of its own
research department.
Certain investments may be appropriate for more than one of the Funds (or
more than one series of SMT and STFT) and also for other clients advised by the
Adviser, in particular the other Scudder tax free funds. Investment decisions
for the Funds and other clients are made with a view to achieving their
respective investment objectives and after consideration of such factors as
their current holdings, availability of cash for investment and the size of
their investments generally. Frequently, a particular security may be bought or
sold for only one client or in different amounts and at different times for more
than one but less than all clients. Likewise, a particular security may be
bought for one or more clients when one or more other clients are selling the
security. In addition, purchases or sales of the same security may be made for
two or more clients on the same day. In such event, such transactions will be
55
<PAGE>
allocated among the clients in a manner believed by the Adviser to be equitable
to each. In some cases, this procedure could have an adverse effect on the price
or amount of the securities purchased or sold by a Fund. Purchase and sale
orders for a Fund may be combined with those of other clients of the Adviser in
the interest of achieving the most favorable net results to the Funds.
Under the Agreements, the Adviser regularly provides the Funds with
continuing investment management consistent with each Fund's investment
objectives, policies and restrictions and determines what securities shall be
purchased for each Fund, what securities shall be held or sold by each Fund, and
what portion of each Fund's assets shall be held uninvested, subject always to
the provisions of each Fund's Declaration of Trust and By-Laws, of the 1940 Act
and the Internal Revenue Code of 1986 and to each Fund's investment objectives,
policies and restrictions, and subject further to such policies and instructions
as the Trustees of each Fund may from time to time establish. The Adviser also
advises and assists the officers of each Fund in taking such steps as are
necessary or appropriate to carry out the decisions of its Trustees and the
appropriate committees of the Trustees regarding the conduct of the business of
the Funds.
Under the Agreements, the Adviser also renders significant administrative
services (not otherwise provided by third parties) necessary for the Funds'
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Trustees and shareholders; supervising,
negotiating contractual arrangements with, and monitoring various third-party
service providers to the Funds (such as the Funds' transfer agent, pricing
agents, custodian, accountants and others); preparing and making filings with
the SEC and other regulatory agencies; assisting in the preparation and filing
of the Funds' federal, state and local tax returns; preparing and filing the
Fund's federal excise tax returns; assisting with investor and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value; monitoring the registration of shares of the Funds under applicable
federal and state securities laws; maintaining the Funds' books and records to
the extent not otherwise maintained by a third party; assisting in establishing
accounting policies of the Funds; assisting in the resolution of accounting and
legal issues; establishing and monitoring the Funds' operating budget;
processing the payment of the Funds' bills; assisting the Funds in, and
otherwise arranging for, the payment of distributions and dividends and
otherwise assisting the Funds in the conduct of its business, subject to the
direction and control of the Trustees.
The Adviser pays the compensation and expenses (except expenses incurred
in attending Board and committee meetings outside New York, New York and Boston,
Massachusetts) of all Trustees and executive employees of each Fund affiliated
with the Adviser and makes available, without expense to the Funds, the services
of such trustees, officers and employees of the Adviser as may duly be elected
Trustees of the Funds, subject to their individual consent to serve and to any
limitations imposed by law, and provides each Fund's office space and
facilities.
For the above services STFMF pays a fee of 0.50 of 1% of the first $500
million of average daily net assets and 0.48 of 1% of such net assets over $500
million, payable monthly, provided the Fund will make such interim payments as
may be requested by the Adviser not to exceed 75% of the amount of the fee then
accrued on the books of the Fund and unpaid.
For the years ended December 31, 1994, 1995 and 1996, the investment
advisory fees pursuant to its investment advisory agreement amounted to
$1,222,791, $1,197,027 and $_____________, respectively.
For the above services, SLTTFF pays the Adviser a monthly fee of 0.60%
of the average daily net assets of the Fund. The Agreement provides that if the
Fund's expenses, exclusive of taxes, interest, and extraordinary expenses,
exceed specified limits, such excess, up to the amount of the management fee,
will be paid by the Adviser. The Adviser retains the ability to be repaid by the
Fund if expenses fall below the specified limit prior to the end of the fiscal
year. These expense limitation arrangements can decrease the Fund's expenses and
improve its performance. For the year ended October 31, 1996, the Adviser did
not impose a portion of its fee amounting to $230,799 and the fee imposed
aggregated $500,912, all of which is unpaid at October 31, 1996.
For the period September 1, 1995 to April 30, 1996, the Adviser agreed
to maintain the annualized expenses at 0.50% of average daily net assets.
Effective December 31, 1996, the Adviser agreed to maintain the annualized
expenses at 0.75% of average daily net assets until December 31, 1997.
56
<PAGE>
For the above services SMTTFF pays a monthly fee of 0.60 of 1% of the
first $500 million of average daily net assets and 0.50 of 1% of such assets in
excess of $500 million on an annual basis.
For the years ended December 31, 1994, 1995 and 1996, SMTTFF's fees
pursuant to such Agreement amounted to $4,150,246, $4,083,050 and
$______________, respectively. For the years ended December 31, 1994, 1995 and
1996, SMTTFF's aggregate fees pursuant to such Agreement amounted to $4,920,420,
$4,083,050 and $____________, respectively; however, the Adviser did not impose
$770,174, $174,121, and $_____________, respectively.
The Adviser has agreed to maintain the annualized expenses of SMTTFF at
not more than __% of average daily net assets of the Fund until October 31,
1997.
For the above services SMMB pays a monthly fee of 0.55 of 1% on the
first $200 million of average daily net assets and 0.50 of 1% on the next $500
million and 0.475 of 1% of average daily net assets in excess of $700 million,
payable monthly, provided the Fund will make such interim payments as may be
requested by the Adviser not to exceed 75% of the amount of the fee then accrued
on the books of the Fund and unpaid.
For the years ended December 31, 1994, 1995 and 1996, aggregate fees
incurred by SMMB pursuant to its investment advisory agreement amounted to
$4,119,589, $3,837,608 and $______________, respectively.
For the above services SHYTFF pays monthly a fee of 0.70 of 1% on the
first $200 million of average daily net assets and 0.65 of 1% on such net assets
in excess of $200 million, payable monthly, provided the Fund will make such
interim payments as may be requested by the Adviser not to exceed 75% of the
amount of the fee then accrued on the books of the Fund and unpaid.
The Adviser agreed not to impose all or a portion of its investment
advisory fee with respect to SHYTFF in order to maintain the annualized expenses
of the Fund at not more than 0.80% of average daily net assets of the Fund until
April 30, 1997. For the years ended December 31, 1994, 1995 and 1996 fees
incurred by SHYTFF amounted to $1,526,385, $1,552,159 and $_______________,
respectively. For the years ended December 31, 1994, 1995 and 1996 the Adviser
did not impose a fee which would have amounted to $498,322, $415,870 and
$_____________, respectively.
Legal counsel has advised the Fund that for completed fiscal periods
the Adviser would have been liable for failure to comply with the terms of a
publicly announced expense limitation.
Under the Agreements, each Fund is responsible for all of its other
expenses, including fees and expenses incurred in connection with membership in
investment company organizations; brokers' commissions; legal, auditing and
accounting expenses; taxes and governmental fees; the fees and expenses of the
Transfer Agent; the cost of preparing share certificates and any other expenses,
including clerical expenses, of issuance, sale, underwriting, distribution,
redemption or repurchase of shares; the expenses of and the fees for registering
or qualifying securities for sale; the fees and expenses of the Trustees,
officers and employees of the Funds who are not affiliated with the Adviser; the
cost of printing and distributing reports and notices to shareholders; and the
fees and disbursements of custodians. Each Fund may arrange to have third
parties assume all or part of the expenses of sale, underwriting and
distribution of shares of such Fund. Each Fund is also responsible for expenses
of shareholders' meetings and expenses incurred in connection with litigation,
proceedings and claims and the legal obligation it may have to indemnify its
officers and Trustees with respect thereto. The custodian agreement provides
that the custodian shall compute the net asset value.
The Agreements require the Adviser to reimburse a Fund all or a portion
of advances of its management fee to the extent annual expenses of such Fund
(including the management fees stated above) exceed the limitations prescribed
by any state in which the Fund's shares are offered for sale. Management of the
Funds has been advised that, while most states have eliminated expense
limitations, the lowest such limitation is currently 2 1/2% of average daily net
assets up to $30 million, 2% of the next $70 million of average daily net assets
and 1 1/2% of average daily net assets in excess of that amount. Certain
expenses such as brokerage commissions, taxes, extraordinary expenses and
interest are excluded from such limitations. The expense ratios for STFMF for
the years ended December 31, 1994, 1995 and 1996 were 0.77%, 0.75% and ____%,
respectively. The expense ratio for SLTTFF for the fiscal period February 15,
1994 (commencement of operations) to October 31, 1994 and for the fiscal year
57
<PAGE>
ended October 31, 1996 were .23% and .63%, respectively. The expense ratios for
SMTTFF for the years ended December 31, 1994, 1995 and 1996 were 0.63%, 0.70%
and ____%, respectively. If expense maintenance had not been in effect, total
annualized Fund operating expenses for SMTTFF for the years ended December 31,
1994, 1995 and 1996 would have been 0.71%, 0.72% and ___% of average daily net
assets, respectively. The expense ratios of SMMB for the years ended December
31, 1994, 1995 and 1996 were 0.63%, 0.63% and ____%, respectively. Since the
Adviser maintained Fund expenses as described above, the expense ratios for
SHYTFF were 0.80%, 0.80% and ____% for the years ended December 31, 1994, 1995
and 1996, respectively. If expense maintenance had not been in effect, total
annualized Fund operating expenses for SHYTFF for the years ended December 31,
1994, 1995 and 1996 would have been 0.97%, 0.94% and ____% of average daily net
assets, respectively. Any such fee advance required to be returned to a Fund
will be returned as promptly as practicable after the end of the Fund's fiscal
year. However, no fee payment will be made to the Adviser during any fiscal year
which will cause year-to-date expenses to exceed the cumulative pro rata expense
limitation at the time of such payment. The amortization of organizational costs
is described herein under "ADDITIONAL INFORMATION--Other Information."
The Agreement for SLTTFF is dated February 15, 1994. The Agreement will
remain in effect until September 30, 1997, and will continue in effect from year
to year thereafter only if its continuance is approved annually by the vote of a
majority of those Trustees who are not parties to such Agreement or "interested
persons" of the Adviser or the Trust cast in person at a meeting called for the
purpose of voting on such approval and either by vote of a majority of the
Trustees or a majority of the outstanding voting securities of the Fund. The
Agreement was approved by such Trustees (including a majority of the Trustees
who are not such "interested persons") on December 14, 1993 and by the Fund's
shareowners on December 31, 1994. The Agreement may be terminated at any time
without payment of penalty by either party on sixty days' written notice, and
automatically terminates in the event of its assignment.
The Agreements of STFMF and SHYTFF, dated December 12, 1990, will
remain in effect as to each Fund until September 30, 1997. Those Agreements and
the Agreements of SMMB and SMTTFF dated August 10, 1994, will continue in effect
from year to year thereafter only if its continuance is approved annually by the
vote of a majority of those Trustees of each Fund who are not parties to such
Agreement or "interested persons" of the Adviser or the Fund involved cast in
person at a meeting called for the purpose of voting on such approval and either
by vote of a majority of the Trustees or a majority of the outstanding voting
securities of such Fund. The Agreements of STFMF and SHYTFF were last approved,
and the Agreements of SMMB and SMTTF were initially approved, by such Trustees
(including a majority of the Trustees who are not such "interested persons") on
August 10, 1993. The Agreements may be terminated at any time without payment of
penalty by either party or sixty days' written notice, and each automatically
terminates in the even of its assignment.
The Agreements also provide that a Fund may use any name derived from
the name "Scudder, Stevens & Clark, Inc." only as long as the Agreement or any
extension, renewal or amendment thereof involved remains in effect.
In reviewing the terms of the Agreements and in discussions with
Scudder, Stevens & Clark, Inc. concerning the Agreements, Trustees who are not
"interested persons" of the Adviser are represented by independent counsel at
each Fund's expense.
The Agreements provide that the Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by one of the Funds
in connection with matters to which the Agreements relate, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Adviser in the performance of its duties or from reckless disregard by the
Adviser of its obligations and duties under the Agreements.
Officers and employees of the Adviser from time to time may have
transactions with various banks, including the Funds' custodian bank. It is the
Adviser's opinion that the terms and conditions of those transactions were not
influenced by existing or potential custodial or other Fund relationships.
None of the Trustees or Officers of a Fund may have dealings with that
Fund as principals in the purchase or sale of securities, except as individual
subscribers to or holders of shares of the Fund.
Personal Investments by Employees of the Adviser
Employees of the Adviser are permitted to make personal securities
transactions, subject to requirements and restrictions set forth in the
Adviser's Code of Ethics. The Code of Ethics contains provisions and
58
<PAGE>
requirements designed to identify and address certain conflicts of interest
between personal investment activities and the interests of investment advisory
clients such as the Funds. Among other things, the Code of Ethics, which
generally complies with standards recommended by the Investment Company
Institute's Advisory Group on Personal Investing, prohibits certain types of
transactions absent prior approval, imposes time periods during which personal
transactions may not be made in certain securities, and requires the submission
of duplicate broker confirmations and monthly reporting of securities
transactions. Additional restrictions apply to portfolio managers, traders,
research analysts and others involved in the investment advisory process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
TRUSTEES AND OFFICERS
Position with
Underwriter,
Name, Position Principal Scudder Investor
Age and Address with Trust Occupation** Services, Inc.
- --------------- ---------- ------------ --------------
David S. Lee*+ (63) President and Managing Director of President,
Trustee Scudder, Stevens & Director and
(1,2,3) Clark, Inc. Assistant
Treasurer
Henry P. Becton, Jr. (53) Trustee (1) President and General --
WGBH Manager, WGBH
125 Western Ave. Educational Foundation
Boston, MA 02134
Dawn-Marie Driscoll (50) Trustee Attorney and Corporate --
Driscoll Associates (1,2,3) Director; former
4909 SW 9th Place Partner, Palmer &
Cape Coral, FL 33914 Dodge, law firm
(1988-1990)
Peter B. Freeman (64) Trustee Corporate Director and --
100 Alumni Avenue (1,2,3) Trustee
Providence, RI 02906
Dudley H. Ladd*+ (53) Trustee (1) Managing Director of Senior Vice
Scudder, Stevens & President and
Clark, Inc. Director
George M. Lovejoy, Trustee (1,2) President and Former --
Jr.(67) Director, Fifty
160 Federal Street Associates (Real
Boston, MA 02110 estate corporation)
Wesley W. Marple, Trustee (1,3) Professor of Business --
Jr. (65) Administration,
Northeastern University Northeastern
413 Hayden Hall University, College of
360 Huntington Avenue Business
Boston, MA 02115 Administration
Kathryn L. Quirk# (44) Vice Managing Director of Senior Vice
President Scudder, Stevens & President,
(2,3) and Clark, Inc. Director and
Trustee Clerk
(1,2,3)
Jean C. Tempel (54) Trustee (2,3) General Partner, --
TL Ventures 1994
(Venture capital funds)
59
<PAGE>
Position with
Underwriter,
Name, Position Principal Scudder Investor
Age and Address with Trust Occupation** Services, Inc.
- --------------- ---------- ------------ --------------
Daniel Pierce*+ (63) Trustee and Chairman of the Board Vice President,
Vice and Managing Director Director and
President (1) of Scudder, Stevens & Assistant
Clark, Inc. Treasurer
E. Michael Brown*+ (56) Trustee (2) Managing Director of Assistant
Scudder, Stevens & Treasurer
Clark, Inc.
Donald C. Carleton+ (62) Vice Managing Director of --
President Scudder, Stevens &
(1,2,3) Clark, Inc.
Philip G. Condon+ (46) Vice Managing Director of Senior Vice
President (1) Scudder, Stevens & President and
Clark, Inc. Director
K. Sue Cote+ (36) Vice Principal of Scudder, --
President (2) Stevens & Clark, Inc.
Jerard K. Hartman# (64) Vice Managing Director of --
President Scudder, Stevens &
(1,2,3) Clark, Inc.
Thomas W. Joseph+ (58) Vice Principal of Scudder, Vice President,
President Stevens & Clark, Inc. Director,
(1,2,3) Treasurer and
Assistant Clerk
M. Ashton Patton (33) Vice Vice President of --
President (3) Scudder, Stevens &
Clark, Inc.
Thomas F. McDonough+ (50) Vice Principal of Scudder, Clerk
President and Stevens & Clark, Inc.
Secretary
(1,2,3)
Pamela A. McGrath+ (43) Vice Managing Director of --
President and Scudder, Stevens &
Treasurer Clark, Inc.
(1,2,3)
Edward J. O'Connell# (51) Vice Principal of Scudder, Assistant
President and Stevens & Clark, Inc. Treasurer
Assistant
Treasurer
(1,2,3)
(1) SMT
(2) STFMF
(3) STFT
* Messrs. Lee, Ladd, Pierce and Brown are considered by the Funds and their
counsel to be Trustees who are "interested persons" of the Adviser or of
the Fund, within the meaning of the 1940 Act, as amended.
** Unless otherwise stated, all Trustees and Officers have been associated
with their respective companies for more than five years but not
necessarily in the same capacity.
+ Address: Two International Place, Boston, Massachusetts 02110
# Address: 345 Park Avenue, New York, New York 10154
Messrs. Freeman, Lee and Lovejoy are members of the Executive Committee of
STFMF, Ms. Tempel, Ms. Quirk and Messrs. Freeman and Lee are members of the
Executive Committee of STFT, and Messrs. Lee, Lovejoy, Marple and Pierce are
members of the Executive Committee of SMT. Each Committee has the power to
declare dividends from ordinary income and distributions of realized capital
gains to the same extent as its Board is so empowered.
60
<PAGE>
As of January 31, 1997, all Trustees and officers of STFMF as a group
owned beneficially (as that term is defined under Section 13(d) of the
Securities Exchange Act of 1934) less than ___% of the shares of the Fund.
To the best of STFMF's knowledge, as of March 31, 1996, no person owned
beneficially more than 5% of the Fund's outstanding shares.
As of January 31, 1997, all Trustees and officers of STFT as a group owned
beneficially (as that term is defined in Section 13(d) under the Securities
Exchange Act of 1934) less than __% of SMTTFF.
Certain accounts for which the Adviser acts as investment adviser owned
11,740,739 shares in the aggregate, or 18.75% of the outstanding shares of
SMTTFF on March 31, 1996. The Adviser may be deemed to be the beneficial owner
of such shares but disclaims any beneficial ownership in such shares.
To the best of STFT's knowledge, as of January 31, 1997, no person owned
beneficially more than __% of SMTTFF's outstanding shares except as stated
above.
As of January 31, 1997, all Trustees and officers of STFT as a group owned
beneficially (as that term is defined under Section 13(d) of the Securities
Exchange Act of 1934) less than __% of SLTTFF.
Certain accounts for which the Adviser acts as investment adviser owned
________ shares in the aggregate, or ____% of the outstanding shares of SLTTFF
on January 31, 1997. The Adviser may be deemed to be the beneficial owner of
such shares but disclaims any beneficial ownership in such shares.
To the best of STFT's knowledge, as of January 31, 1997, no person owned
beneficially more than __% of SLTTFF's outstanding shares except as stated
above.
As of March 31, 1996, all Trustees and officers of SMT as a group owned
beneficially (as that term is defined under Section 13(d) of the Securities
Exchange Act of 1934) less than 1% of the shares of SMMB.
Certain accounts for which the Adviser acts as investment adviser owned
12,289,432 shares in the aggregate, or 14.25% of the outstanding shares of SMMB
on March 31, 1996. The Adviser may be deemed to be the beneficial owner of such
shares but disclaims any beneficial interest in such shares.
To the best of SMT's knowledge, as of March 31, 1996, no person owned
beneficially more than 5% of SMMB's outstanding shares except as stated above.
As of March 31, 1996, all Trustees and Officers of SMT as a group owned
beneficially (as that term is defined under Section 13(d) of the Securities
Exchange Act of 1934) less than 1% shares of SHYTFF.
To the best of SMT's knowledge, as of March 31, 1996, no person owned
beneficially more than 5% of SHYTFF's outstanding shares.
The Trustees and Officers of STFMF, STFT and SMT also serve in similar
capacities with other Scudder funds.
The following table shows the aggregate compensation received by each
unaffiliated Trustee during 1996 from Scudder Municipal Trust, Scudder Tax Free
Trust, Scudder Tax Free Money Fund and from all Scudder Funds as a group.
61
<PAGE>
Scudder Scudder Scudder Tax
Municipal Tax Free Free Money
Name Trust* Trust** Fund All Scudder Funds
---- --------- -------- ------------- -----------------
Henry P. $17,800 -- -- $91,012 (16 funds)
Becton, Jr.,
Trustee
Dawn-Marie $19,000 $19,000 $9,500 $103,000 (16 funds)
Driscoll,
Trustee
Peter B. $19,000 $19,000 $9,500 $131,734 (33 funds)
Freeman,
Trustee
George M. $19,000 -- $9,500 $124,512 (13 funds)
Lovejoy, Jr.,
Trustee
Wesley W. $19,000 $19,000 -- $106,812 (16 funds)
Marple, Jr.,
Trustee
Jean C. Tempel, -- $18,400 $9,200 $102,895 (16 funds)
Trustee
* Scudder Municipal Trust consists of two Funds: Scudder Managed Municipal
Bonds and Scudder High Yield Tax Free Fund
** Scudder Tax Free Trust consists of two Funds: Scudder Medium Term Tax Free
Fund and Scudder Limited Term Tax Free Fund
REMUNERATION
Several of the officers and Trustees of each Fund also may be officers or
employees of the Adviser, Scudder Investor Services, Inc., Scudder Service
Corporation or Scudder Trust Company from whom they receive compensation, as a
result of which they may be deemed to participate in fees paid by the Funds. The
Funds pay no direct remuneration to any officer of a Fund. However, each Trustee
of the Fund who is not affiliated with the Adviser will be compensated for all
expenses relating to Trust business (specifically including travel expenses
relating to Trust business). Each of these unaffiliated Trustees receives from
each Fund an annual Trustee's fee of $4,000 for STFMF and STFT, $4,000 for SMMB
and SHYTFF and from each Fund a fee of $300 for attending each Trustees'
meeting, audit committee meeting or meeting held for the purpose of considering
arrangements between a Fund and the Adviser or any of its affiliates. Each
unaffiliated Trustee also receives $100 for attending each committee meeting,
other than those set forth above. For the year ended December 31, 1996, such
fees totaled $______ for STFMF, $______ for SMTTFF, $______ for SMMB and $______
for SHYTFF. For the fiscal period ended October 31, 1996, such fees totaled
$38,262 for SLTTFF.
DISTRIBUTOR
Each Fund has an underwriting agreement with Scudder Investor Services,
Inc. (the "Distributor"), a Massachusetts corporation, which is a subsidiary of
the Adviser, a Delaware corporation. The underwriting agreements of STFMF,
SLTTFF, SMTTFF, SMMB and SHYTFF each dated September 10, 1985, July 15, 1985,
January 12, 1987 and January 12, 1987, respectively, will remain in effect until
September 30, 1997 and from year to year thereafter only if its continuance is
approved annually by a majority of the Trustees who are not parties to such
agreement or "interested persons" of any such party and by a vote either of a
majority of the Trustees or a majority of the outstanding voting securities of
the relevant Fund. The underwriting agreement of each Fund was last approved by
the Trustees on August 13, 1996.
Under the underwriting agreements, each Fund is responsible for: the
payment of all fees and expenses in connection with the preparation and filing
with the SEC of its registration statement and prospectus and any amendments and
supplements thereto; the registration and qualification of shares for sale in
the various states, including registering a Fund as a broker/dealer in various
states, as required; the fees and expenses of preparing, printing and mailing
prospectuses annually to existing shareholders (see below for expenses relating
to prospectuses paid by the Distributor), notices, proxy statements, reports or
other communications to shareholders of that Fund; the cost of printing and
mailing confirmations of purchases of shares and any prospectuses accompanying
such confirmations; any issuance taxes and/or any initial transfer taxes; a
portion of shareholder toll-free telephone charges and expenses of shareholder
service representatives; the cost of wiring funds for share purchases and
62
<PAGE>
redemptions (unless paid by the shareholder who initiates the transaction); the
cost of printing and postage of business reply envelopes; and a portion of the
cost of computer terminals used by both that Fund and the Distributor.
The Distributor will pay for printing and distributing prospectuses or
reports prepared for its use in connection with the offering of the Funds'
shares to the public and preparing, printing and mailing any other literature or
advertising in connection with the offering of the shares of each Fund to the
public. The Distributor will pay all fees and expenses in connection with its
qualification and registration as a broker or dealer under federal and state
laws, a portion of the cost of toll-free telephone service and expenses of
shareholder service representatives, a portion of the cost of computer
terminals, and expenses of any activity which is primarily intended to result in
the sale of shares issued by that Fund, unless a rule 12b-1 plan is in effect
which provides that the Fund shall bear some or all of such expenses.
Note: Although each Fund does not currently have a 12b-1 Plan, and the Trustees
have no current intention of adopting one, the Fund would also pay those
fees and expenses permitted to be paid or assumed by that Fund pursuant to
a 12b-1 Plan, if any, were such a plan adopted by the Fund,
notwithstanding any other provision to the contrary in the underwriting
agreement.
As agent, the Distributor currently offers shares of each Fund and
Portfolio on a continuous basis to investors in all states in which the Fund may
from time to time be registered or where permitted by applicable law. Each
underwriting agreement provides that the Distributor accepts orders for shares
at net asset value as no sales commission or load is charged to the investor.
The Distributor has made no firm commitment to acquire shares of any Fund.
TAXES
(See "Transaction information--Tax information, Tax identification number"
and "Distribution and performance information" in the Funds' prospectus.)
Shareholders should consult their tax advisers about the application of
the provisions of tax law described in the Statement of Additional Information
in light of their particular tax situation.
Each Fund has elected to be treated as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")
and has qualified as such. Each of the Funds intends to continue to so qualify,
in each taxable year as required under the Code in order to avoid payment of
federal income tax at the Fund level.
In order to qualify as a regulated investment company, each Fund must meet
certain requirements regarding the source of its income and the diversification
of its assets and must also derive less than 30% of its gross income in each
taxable year from certain types of investments (such as securities, options and
financial futures) held for less than three months. Legislation currently
pending before the U.S. Congress would repeal this requirement. However, it is
impossible to predict whether this legislation will become law and, if it is so
enacted, what form it will eventually take.
As a regulated investment company qualifying under Subchapter M of the
Code, each Fund is required to distribute to its shareholders at least 90
percent of its taxable net investment income and net short-term capital gain in
excess of net long-term capital loss and at least 90 percent of its tax-exempt
net investment income and generally is not subject to federal income tax to the
extent that it distributes annually all of its taxable net investment income and
net realized long-term and short-term capital gains in the manner required under
the Code. Each of the Funds intends to distribute annually all taxable and
tax-exempt net investment income and net realized capital gains in compliance
with applicable distribution requirements and therefore do not expect to pay
federal income tax.
Each of the Funds is subject to a 4% nondeductible excise tax on amounts of
taxable income required to be but not distributed under a prescribed formula.
The formula requires payment to shareholders during a calendar year of
distributions representing at least 98% of such Fund's taxable ordinary income
for the calendar year and at least 98% of the excess of its capital gains over
capital losses realized during the one-year period ending October 31 during such
year as well as amounts that were neither distributed nor taxed to the Fund
during the prior calendar year. (Investment companies with taxable years ending
on November 30 or December 31 may make an irrevocable election to measure the
required capital gain distribution using their actual taxable year.) Although
63
<PAGE>
the Funds' distribution policies should enable them to avoid excise tax
liability, each Fund may retain (and be subject to income or excise tax on) a
portion of its capital gain or other income if it appears to be in the best
interest of such Fund and its shareholders.
Net investment income is made up of dividends and interest, less expenses.
Net realized capital gains for a fiscal year are computed by taking into account
any capital loss carryforward or post-October loss of a Fund. SLTTFF, STFMF,
SHYTFF and SMMB intend to offset realized capital gains by using their capital
loss carryforwards before distributing any capital gains. In addition, SHYTFF
and SMMB intend to offset realized capital gains by using their post-October
losses before distributing any capital gains. As of October 31, 1996, SLTTFF had
a net capital loss carryforward of approximately $___, which may be applied
against realized capital gains of each succeeding year until fully utilized or
until October 31, 2002, the expiration date, whichever occurs first. As of
December 31, 1996, STFMF had a net capital loss carryforward of approximately
$_________, which may be applied against realized capital gains of each
succeeding year until fully utilized or until December 31, 1997 ($20,000),
December 31, 2000 ($7,000), December 31, 2001 ($29,000), December 31, 2002
($38,000) and December 31, 2003 ($78,000), the respective expiration dates,
whichever occurs first. As of December 31, 1996, SHYTFF had a net capital loss
carryforward of approximately $_________, which may be applied against realized
capital gains of each succeeding year until fully utilized or until December 31,
2002, the expiration date, whichever occurs first. As of December 31, 1996, SMMB
had a net capital loss carryforward of approximately $__________, which may be
applied against realized capital gains of each succeeding year until fully
utilized or until December 31, 2002, the expiration date, whichever occurs
first.
If any net realized long-term capital gains in excess of net realized
short-term capital losses are retained by STFT, SMMB or SHYTFF for reinvestment,
requiring federal income taxes to be paid thereon, the Fund involved will elect
to treat such capital gains as having been distributed to its shareholders. As a
result, shareholders will report such capital gains as long-term capital gains,
will be able to claim their share of federal income taxes paid by that Fund on
such gains as a credit against their own federal income tax liability, and will
be entitled to increase the adjusted tax basis of their Fund shares by the
difference between a pro rata share of such gains and their individual tax
credit.
Distributions of taxable net investment income and the excess of net
short-term capital gain over net long-term capital loss are taxable to
shareholders as ordinary income.
Subchapter M of the Code permits the character of tax-exempt interest
distributed by a regulated investment company to flow-through as tax-exempt
interest to its shareholders, provided that at least 50% of the value of its
assets at the end of each quarter of the taxable year is invested in state,
municipal and other obligations the interest on which is exempt under Section
103(a) of the Code. Each of the Funds intends to satisfy this 50% requirement in
order to permit distributions of tax-exempt interest to be treated as such for
federal income tax purposes in the hands of their shareholders. Distributions to
shareholders of tax-exempt interest earned by such Funds for the taxable year
are therefore not subject to regular federal income tax, although they may be
subject to the individual and corporate alternative minimum taxes described
below. Discount from certain stripped tax-exempt obligations or their coupons,
however, may be taxable.
The Revenue Reconciliation Act of 1993 requires that any market discount
recognized on a tax-exempt bond is taxable as ordinary income. This rule applies
only for disposals of bonds purchased after April 30, 1993. A market discount
bond is a bond acquired in the secondary market at a price below its redemption
value. Under prior law, the treatment of market discount as ordinary income did
not apply to tax-exempt obligations. Instead, realized market discount on
tax-exempt obligations was treated as capital gain. Under the new law, gain on
the disposition of a tax-exempt obligation or any other market discount bond
that is acquired for a price less than its principal amount will be treated as
ordinary income (instead of capital gain) to the extent of accrued market
discount. This rule is effective only for bonds purchased after April 30, 1993.
Since no portion of the income of each of the Funds will be comprised of
dividends from domestic corporations, none of the income distributions of the
Funds will be eligible for the 70% deduction for dividends received from a Fund
by its corporate shareholders.
Distributions of the excess of net long-term capital gain over net
short-term capital loss are taxable to shareholders as long-term capital gain,
regardless of the length of time the shares of the Fund involved have been held
by such shareholders. Such distributions are not eligible for the
dividends-received deduction to corporate shareholders of the Funds. Any loss
realized upon the redemption of shares of STFT, SMMB or SHYTFF within six months
64
<PAGE>
from the date of their purchase will be treated as a long-term capital loss to
the extent of any amounts treated as distributions of long-term capital gain
with respect to such shares. Any short-term capital loss realized upon the
redemption of shares of STFT, SMMB or SHYTFF within six months from the date of
their purchase will be disallowed to the extent of any tax-exempt dividends
received with respect to such shares. Any loss realized on the redemption of
shares of one of such Funds may be disallowed if shares of the same Fund are
purchased (including shares purchased under the dividend investment plan or the
automatic reinvestment plan) within 30 days before or after such redemption.
Distributions derived from interest which is exempt from regular federal
income tax may subject corporate shareholders to or increase their liability
under the 20% alternative minimum tax. A portion of such distributions may
constitute a tax preference item for individual shareholders and may subject
them to or increase their liability under the 26% and 28% alternative minimum
tax.
Distributions of taxable net investment income and net realized capital
gains will be taxable as described above, whether received in shares or in cash.
Shareholders electing to receive distributions in the form of additional shares
will have a cost basis for federal income tax purposes in each share so received
equal to the net asset value of a share on the reinvestment date.
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. In January of each year, each Fund issues to its
shareholders a statement of the federal income tax status of all distributions,
including a statement of the percentage of the prior calendar year's
distributions which were designated as tax-exempt, the percentage of such
tax-exempt distributions treated as a tax-preference item for purposes of the
alternative minimum tax, and the source of such distributions on a
state-by-state basis. All distributions of taxable or tax-exempt net investment
income and net realized capital gain, whether received in shares or in cash,
must be reported by each shareholder on his or her federal income tax return.
Dividends and distributions declared in October, November or December to
shareholders as of a record date in such a month will be deemed to have been
received by shareholders in December if paid during January of the following
year. Redemptions of shares, except shares of STFMF, including exchanges for
shares of another Scudder fund, may result in tax consequences (gain or loss) to
the shareholder and are also subject to these reporting requirements.
Investors should consider the tax implications of buying shares just prior
to a distribution. The price of shares purchased at that time includes the
amount of the forthcoming distribution. Those purchasing just prior to a
distribution will then receive a partial return of capital upon the
distribution, which will nevertheless be taxable to them (to the extent that
such distribution is from taxable income or gain).
All futures contracts entered into by STFT, SMMB or SHYTFF, and all
options on futures contracts written or purchased by them will be governed by
Section 1256 of the Code. Absent a tax election to the contrary, gain or loss
attributable to the lapse, exercise or closing out of any such position
generally will be treated as 60% long-term and 40% short-term capital gain or
loss, and on the last trading day of the fiscal year, all outstanding Section
1256 positions will be marked to market (i.e. treated as if such positions were
closed out at their closing price on such day), with any resulting gain or loss
recognized as 60% long-term and 40% short-term capital gain or loss. Under
certain circumstances, entry into a futures contract to sell a security may
constitute a short sale for federal income tax purposes, causing an adjustment
in the holding period of the underlying security or a substantially identical
security owned by such Fund.
Positions of STFT, SMMB or SHYTFF, which consist of at least one debt
security not governed by Section 1256 and at least one futures contract or
option on a futures contract governed by Section 1256 which substantially
diminishes the risk of loss with respect to such debt security, will be treated
as a "mixed straddle." Although mixed straddles are subject to the straddle
rules of Section 1092 of the Code, the operation of which may cause deferral of
losses, adjustments in the holding periods of securities and conversion of
short-term capital losses into long-term capital losses, certain tax elections
exist for them which reduce or eliminate the operation of these rules. SMTTFF,
SMMB and SHYTFF will monitor their transactions in options and futures and may
make certain tax elections in order to mitigate the operation of these rules and
prevent their disqualification as regulated investment companies for federal
income tax purposes.
Under the federal income tax law, each Fund will be required to report to
the Internal Revenue Service all distributions of taxable income and capital
gains and, in the case of SLTTFF, SMTTFF, SMMB and SHYTFF, gross
65
<PAGE>
proceeds from the redemption or exchange of shares, except in the case of
certain exempt shareholders. Under the "backup withholding" tax provisions of
Section 3406 of the Code, distributions of taxable income and capital gains and
proceeds from the redemption or exchange of shares are generally subject to
withholding of federal income tax at the rate of 31% in the case of non-exempt
shareholders who fail to furnish a regulated investment company with their
taxpayer identification numbers and with their required certifications regarding
their status under the federal income tax law. Under a special exception,
distributions of taxable income and capital gains of each Fund will not be
subject to backup withholding if each reasonably estimates that at least 95% of
all such distributions will consist of tax-exempt interest dividends. However,
the proceeds from the redemption or exchange of shares of SLTTFF, SMTTFF, SMMB
and SHYTFF may be subject to backup withholding. If the withholding provisions
are applicable, any such distributions and proceeds, whether distributed in cash
or reinvested in additional shares, will be reduced by the amounts required to
be withheld.
Interest on indebtedness incurred by shareholders to purchase or carry
shares of each Fund will not be deductible for federal income tax purposes.
Under rules used by the Internal Revenue Service to determine when borrowed
funds are used for the purpose of purchasing or carrying particular assets, the
purchase of shares may be considered to have been made with borrowed funds even
though the borrowed funds are not directly traceable to the purchase of shares.
Section 147(a) of the Code prohibits exemption from taxation of interest
on certain governmental obligations to persons who are "substantial users" (or
persons related thereto) of facilities financed by such obligations. The Funds
have not undertaken any investigation as to the users of the facilities financed
by bonds in their portfolios.
Tax legislation in recent years has included several provisions that may
affect the supply of, and the demand for, tax-exempt bonds, as well as the
tax-exempt nature of interest paid thereon.
It is not possible to predict with certainty the effect of these recent
tax law changes upon the tax-exempt bond market, including the availability of
obligations appropriate for investment, nor is it possible to predict any
additional restrictions that may be enacted in the future. Each Fund will
monitor developments in this area and consider whether changes in its objectives
or policies are desirable.
Shareholders may be subject to state and local taxes on distributions from
each Fund and redemptions of the shares of each Fund. Some states exempt from
the state personal income tax distributions received from a regulated investment
company to the extent such distributions are derived from interest on
obligations issued by such state or its municipalities or political
subdivisions.
Each Fund is organized as a Massachusetts business trust or a series of
such trust and is not liable for any income or franchise tax in The Commonwealth
of Massachusetts provided that each qualifies as a regulated investment company
under the Code.
The foregoing discussion of U.S. federal income tax law relates solely to
the application of that law to U.S. persons, i.e., U.S. citizens and residents
and U.S. domestic corporations, partnerships, trusts and estates. Each
shareholder who is not a U.S. person should consult his or her tax adviser
regarding the U.S. and foreign tax consequences of ownership of shares of a
Fund, including the possibility that such a shareholder may be subject to a U.S.
withholding tax at a rate of 30% (or at a lower rate under an applicable income
tax treaty) on amounts constituting ordinary income received by him or her.
Shareholders should consult their tax advisers about the application of
the provisions of tax law described in this statement of additional information
in light of their particular tax situations and applicable state and local tax
laws. Certain political events, including federal elections and future
amendments to federal income tax laws, may affect the desirability of investing
in the Funds.
66
<PAGE>
PORTFOLIO TRANSACTIONS
Brokerage
To the maximum extent feasible, the Adviser places orders for portfolio
transactions through the Distributor, which in turn places orders on behalf of
the Fund involved with issuers, underwriters or other brokers and dealers. The
Distributor receives no commissions, fees or other remuneration from the Funds
for this service. Allocation of brokerage is supervised by the Adviser.
A Fund's purchases and sales of portfolio securities are generally placed
by the Adviser with the issuer or a primary market maker for these securities on
a net basis, without any brokerage commission being paid by a Fund. Trading
does, however, involve transaction costs. Transactions with dealers serving as
primary market makers reflect the spread between the bid and asked prices.
Transaction costs may also include fees paid to third parties for information as
to potential purchasers or sellers of securities but only if a Fund would obtain
the most favorable net results, including such fee, on a particular transaction.
Purchases of underwritten issues may be made which will involve an underwriting
fee paid to the underwriter. To date, no brokerage commissions have been paid.
The primary objective of the Adviser in placing orders for the purchase
and sale of securities for the Funds is to obtain the most favorable net results
taking into account such factors as price, commission where applicable
(negotiable in the case of U.S. national securities exchange transactions), size
of order, difficulty of execution and skill required of the executing
broker/dealer. The Adviser seeks to evaluate the overall reasonableness of
brokerage commissions paid (to the extent applicable) through the familiarity of
the Distributor with commissions charged on comparable transactions, as well as
by comparing commissions paid by a Fund to reported commissions paid by others.
The Adviser reviews on a routine basis commission rates, execution and
settlement services performed, making internal and external comparisons.
When it can be done consistently with the policy of obtaining the most
favorable net results, it is the Adviser's practice to place such orders with
brokers and dealers who supply market quotations to the Custodian for appraisal
purposes, or who supply research, market and statistical information to the
Funds. The term "research, market and statistical information" includes advice
as to the value of securities, the advisability of investing in, purchasing or
selling securities; and the availability of securities or purchasers or sellers
of securities; and analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts. The Adviser is not authorized when placing portfolio transactions
for a Fund to pay a brokerage commission in excess of that which another broker
might have charged for effecting the same transaction solely on account of the
receipt of research, market or statistical information. The Adviser will not
place orders with brokers or dealers on the basis that a broker or dealer has or
has not sold shares of a Fund. In effecting transactions in over-the-counter
securities, orders will be placed with the principal market-makers for the
security being traded unless, after exercising care, it appears that more
favorable results are available otherwise.
Although certain research, market and statistical information from brokers
and dealers can be useful to the Funds and to the Adviser, it is the opinion of
the Adviser that such information will only supplement the Adviser's own
research effort, since the information must still be analyzed, weighed, and
reviewed by the Adviser's staff. Such information may be useful to the Adviser
in providing services to clients other than the Funds and not all such
information is used by the Adviser in connection with the Funds. Conversely,
such information provided to the Adviser by brokers and dealers through whom
other clients of the Adviser effect securities transactions may be useful to the
Adviser in providing services to the Funds.
The Trustees of each Fund intend to review from time to time whether the
recapture for the benefit of a Fund of some portion of the brokerage commissions
or similar fees paid by a Fund on portfolio transactions is legally permissible
and advisable.
Portfolio Turnover
The portfolio turnover rate of SMTTFF (defined by the SEC as the ratio of
the lesser of sales or purchases to the monthly average value of such securities
owned during the year, excluding all securities whose remaining maturities at
the time of acquisition were one year or less) for the years ended December 31,
1995 and 1994 were
67
<PAGE>
36.1% and 33.8%, respectively. The portfolio turnover rates of SLTTFF for the
period February 15, 1994 (commencement of operations) to October 31, 1994 and
for the fiscal year ended October 31, 1996 were 37.5% and 37.7%, respectively.
The portfolio turnover rates of SMMB for the years ended December 31, 1996 and
1995 were ____% and 17.8%, respectively. The portfolio turnover rates of SHYTFF
for the years ended December 31, 1996 and 1995 were ____% and 27.3%,
respectively.
NET ASSET VALUE
Scudder Tax Free Money Fund
The net asset value per share of STFMF is determined by STFMF's custodian,
State Street Bank and Trust Company, twice daily as of twelve o'clock noon and
the close of regular trading on the New York Stock Exchange on each day when the
Exchange is open for trading. The Exchange normally is closed on the following
national holidays: New Year's Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. Net asset value per
share is determined by dividing the total assets of the Fund, less all of its
liabilities, by the total number of shares of the Fund outstanding. The
valuation of STFMF's portfolio securities is based upon their amortized cost
which does not take into account unrealized securities gains or losses. This
method involves initially valuing an instrument at its cost and thereafter
amortizing to maturity any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price STFMF
would receive if it sold the instrument. During periods of declining interest
rates, the quoted yield on shares of STFMF may tend to be higher than a like
computation made by a fund with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices for all of its
portfolio instruments. Thus, if the use of amortized cost by STFMF resulted in a
lower aggregate portfolio value on a particular day, a prospective investor in
the Fund would be able to obtain a somewhat higher yield if he purchased shares
of the Fund on that day, than would result from investment in a fund utilizing
solely market values, and existing investors in the Fund would receive less
investment income. The converse would apply in a period of rising interest
rates. Other securities and assets for which market quotations are not readily
available are valued in good faith at fair value using methods determined by the
Trustees and applied on a consistent basis. For example, securities with
remaining maturities of more than 60 days for which market quotations are not
readily available are valued on the basis of market quotations for securities of
comparable maturity, quality and type. The Trustees review the valuation of
STFMF's securities through receipt of regular reports from the Adviser at each
regular Trustees' meeting. Determinations of net asset value made other than as
of the close of the Exchange may employ adjustments for changes in interest
rates and other market factors.
Scudder Limited Term Tax Free Fund, Scudder Medium Term Tax Free Fund,
Scudder Managed Municipal Bonds and Scudder High Yield Tax Free Fund
The net asset value of shares of SLTTFF, SMTTFF, SMMB and SHYTFF are
computed as of the close of regular trading on the Exchange on each day the
Exchange is open for trading (the "Value Time"). The Exchange is scheduled to be
closed on the following holidays: New Year's Day, Presidents Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. Net asset
value per share is determined by dividing the value of the total assets of a
Fund, less all liabilities, by the total number of shares outstanding.
An exchange-traded equity security (not subject to resale restrictions) is
valued at its most recent sale price. Lacking any sales, the security is valued
at the calculated mean between the most recent bid quotation and the most recent
asked quotation (the "Calculated Mean"). If there are no bid and asked
quotations, the security is valued at the most recent bid quotation. An unlisted
equity security which is traded on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") system is valued at the most recent sale
price. If there are no such sales, the security is valued at the high or
"inside" bid quotation. The value of an equity security not quoted on the NASDAQ
System, but traded in another over-the-counter market, is the most recent sale
price. If there are no such sales, the security is valued at the Calculated
Mean. If there is no Calculated Mean, the security is valued at the most recent
bid quotation.
Debt securities, other than short-term securities, are valued at prices
supplied by the Fund's pricing agent which reflect broker/dealer supplied
valuations and electronic data processing techniques. Short-term securities with
68
<PAGE>
remaining maturities of sixty days or less are valued by the amortized cost
method, which the Board believes approximates market value. If it is not
possible to value a particular debt security pursuant to these valuation
methods, the value of such security is the most recent bid quotation supplied by
a bona fide marketmaker. If no such bid quotation is available, the Adviser may
calculate the price of that debt security, subject to limitations established by
the Board.
Option contracts on securities, currencies, futures and other financial
instruments traded on an exchange are valued at their most recent sale price on
the exchange. If no sales are reported, the value is the Calculated Mean, or if
the Calculated Mean is not available, the most recent bid quotation in the case
of purchased options, or the most recent asked quotation in the case of written
options. Option contracts traded over-the-counter are valued at the most recent
bid quotation in the case of purchased options and at the most recent asked
quotation in the case of written options. Futures contracts are valued at the
most recent settlement price. Foreign currency forward contracts are valued at
the value of the underlying currency at the prevailing currency exchange rate.
If a security is traded on more than one exchange, or on one or more
exchanges and in the over-the-counter market, quotations are taken from the
market in which the security is traded most extensively.
If, in the opinion of the Fund's Valuation Committee, the value of an
asset as determined in accordance with these procedures does not represent the
fair market value of the asset, the value of the asset is taken to be an amount
which, in the opinion of the Valuation Committee, represents fair market value
on the basis of all available information. The value of the funds' other
portfolio holdings is determined in a manner which, in the discretion of the
Valuation Committee most fairly reflects fair market value of the property on
the valuation date.
Following the valuations of securities or other portfolio assets in terms
of the currency in which the market quotation used is expressed ("Local
Currency"), the value of these assets in terms of U.S. dollars is calculated by
converting the Local Currency into U.S. dollars at the prevailing currency
exchange rates on the valuation date.
ADDITIONAL INFORMATION
Experts
The financial highlights of the Funds included in the prospectuses and the
financial statements incorporated by reference in this Statement of Additional
Information have been audited by Coopers & Lybrand L.L.P., One Post Office
Square, Boston, MA 02109, independent accountants, and have been so included or
incorporated by reference in reliance upon the accompanying reports of said
firm, which reports are given upon their authority as experts in accounting and
auditing.
Shareholder Indemnification
STFMF, STFT and SMT are organizations of the type commonly known as a
Massachusetts business trust. Under Massachusetts law, shareholders of such a
trust may, under certain circumstances, be held personally liable as partners
for the obligations of the Trust. The Declarations of Trust of each Trust
contain an express disclaimer of shareholder liability in connection with the
Funds' property or the acts, obligations or affairs of the Funds. The
Declarations of Trust also provide for indemnification out of the Funds'
property of any shareholder held personally liable for the claims and
liabilities to which a shareholder may become subject by reason of being or
having been a shareholder. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which a
Fund itself would be unable to meet its obligations.
Ratings of Municipal Obligations
The six highest ratings of Moody's for municipal bonds are Aaa, Aa, A, Baa,
Ba and B. Bonds rated Aaa are judged by Moody's to be of the best quality. Bonds
rated Aa are judged to be of high quality by all standards. Together with the
Aaa group, they comprise what are generally known as high grade bonds. Together
with securities rated A and Baa, they comprise investment grade securities.
Moody's states that Aa bonds are rated lower than the best bonds because margins
of protection or other elements make long-term risks appear somewhat larger than
for Aaa municipal bonds. Municipal bonds which are rated A by Moody's possess
many favorable investment attributes and are considered "upper medium grade
69
<PAGE>
obligations." Factors giving security to principal and interest of A rated
municipal bonds are considered adequate, but elements may be present which
suggest a susceptibility to impairment sometime in the future. Securities rated
Baa are considered medium grade, with factors giving security to principal and
interest adequate at present but may be unreliable over any period of time. Such
bonds have speculative elements as well as investment grade characteristics.
Securities rated Ba or below by Moody's are considered below investment grade.
Moody's judges municipal bonds rated Ba to have speculative elements, with very
moderate protection of interest and principal payments and thereby not well
safeguarded under any future conditions. Municipal bonds rated B by Moody's
generally lack characteristics of desirable investments. Long-term assurance of
the contract terms of B-rated municipal bonds, such as interest and principal
payments, may be small. Securities rated Ba or below are commonly referred to as
"junk" bonds and as such they carry a high margin of risk.
Moody's ratings for municipal notes and other short-term loans are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences between short-term and long-term credit risk. Loans bearing the
designation MIG1 are of the best quality, enjoying strong protection by
establishing cash flows of funds for their servicing or by established and
broad-based access to the market for refinancing, or both. Loans bearing the
designation MIG2 are of high quality, with margins of protection ample although
not as large as in the preceding group.
The six highest ratings of S&P for municipal bonds are AAA (Prime), AA
(High grade), A (Good grade), BBB (Investment grade), BB (Below investment
grade) and B. Bonds rated AAA have the highest rating assigned by S&P to a
municipal obligation. Capacity to pay interest and repay principal is extremely
strong. Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in a small degree. Bonds
rated A have a strong capacity to pay principal and interest, although they are
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions. Bonds rated BBB have an adequate capacity to pay interest
and to repay principal. Adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds of this category than for bonds of higher rated categories.
Securities rated BB or below by S&P are considered below investment grade. Debt
rated BB by S&P faces major ongoing uncertainties or exposure to adverse
conditions which could lead to inadequate capacity to meet timely interest and
principal payments. Municipal bonds rated B have a greater vulnerability to
default but currently have the capacity to meet interest payments and principal
repayments. Securities rated BB or below are commonly referred to as "junk"
bonds and as such they carry a high margin of risk.
S&P's top ratings for municipal notes are SP-1 and SP-2. The designation
SP-1 indicates a very strong capacity to pay principal and interest. A "+" is
added for those issues determined to possess overwhelming safety
characteristics. An SP-2 designation indicates a satisfactory capacity to pay
principal and interest.
The six highest ratings of Fitch for municipal bonds are AAA, AA, A, BBB, BB and
B. Bonds rated AAA are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably foreseeable
events. Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is generally
rated F-1+. Bonds rated A are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings. Bonds
rated BBB are considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse effects on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings. Securities
rated BB or below by Fitch are considered below investment grade. Fitch
considers bonds rated BB to be speculative because the issuer's ability to pay
interest and repay principal may be affected over time by adverse economic
changes, although financial alternatives can be identified to assist the issuer
in meeting its obligations. While bonds rated B are currently meeting debt
service requirements, they are considered highly speculative in light of the
issuer's limited margin of safety. Securities rated BB or below are commonly
referred to as "junk" bonds and as such they carry a high margin of risk.
Commercial Paper Ratings
Commercial paper rated A-1 or better by S&P has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better, although in some cases "BBB"
70
<PAGE>
credits may be allowed. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow have an upward trend with
allowance made for unusual circumstances. Typically, the issuer's industry is
well established and the issuer has a strong position within the industry. The
reliability and quality of management are unquestioned.
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by the management
of obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations.
The rating F-1 is the highest rating assigned by Fitch. Among the factors
considered by Fitch in assigning this rating are: (1) the issuer's liquidity;
(2) its standing in the industry; (3) the size of its debt; (4) its ability to
service its debt; (5) its profitability; (6) its return on equity; (7) its
alternative sources of financing; and (8) its ability to access the capital
markets. Analysis of the relative strength or weakness of these factors and
others determines whether an issuer's commercial paper is rated F-1.
Relative strength or weakness of the above factors determine how the
issuer's commercial paper is rated within the above categories.
Recently comparatively short-term obligations have been introduced in the
municipal market. S&P, Moody's and Fitch rate such obligations. While the
factors considered in municipal credit evaluations differ somewhat from those
relevant to corporate credits, the rating designations and definitions used with
respect to such obligations by S&P and Moody's are the same, respectively, as
those used in their corporate commercial paper ratings.
Glossary
1. Bond
A contract by an issuer (borrower) to repay the owner of the contract
(lender) the face amount of the bond on a specified date (maturity date)
and to pay a stated rate of interest until maturity. Interest is generally
paid semiannually in amounts equal to one half the annual interest rate.
2. Debt Obligation
A general term which includes fixed income and variable rate securities,
obligations issued at a discount and other types of securities which
evidence a debt.
3. Discount and Premium
(a) Market Discount and Premium
A discount (premium) bond is a bond selling in the market at a price
lower (higher) than its face value. The amount of the market
discount (premium) is the difference between market price and face
value.
(b) Original Issue Discount
An original issue discount is the discount from face value at which
the bond is first offered to the public.
71
<PAGE>
4. Face Value
The value of a bond that appears on the face of the bond, unless the value
is otherwise specified by the issuing company. Face value is ordinarily
the amount the issuing company promises to pay at maturity. Face value is
not an indication of market value.
5. Liquidation
The process of converting securities or other property into cash.
6. Maturity
The date on which the principal amount of a debt obligation comes due by
the terms of the instrument.
7. Municipal Security
Securities issued by or on behalf of states, territories and possessions
of the United States, their political subdivisions, agencies and
instrumentalities and the District of Columbia and other issuers, the
interest from which is, at the time of issuance in the opinion of bond
counsel for the issuers, exempt from federal income tax, except for the
applicability of the alternative minimum tax.
8. Net Asset Value Per Share
The value of each share of each Fund for purposes of sales and
redemptions.
9. Net Investment Income
The net investment income of a Fund is comprised of its interest income,
including accretion of original issue discounts, less amortization of
premiums and expenses paid or accrued computed under Generally Accepted
Accounting Principles (GAAP).
10. Par Value
Par value of a bond is a dollar amount representing the denomination and
assigned value of the bond. It signifies the dollar value on which
interest on the bonds is computed and is usually the same as face value
and maturity value for an individual bond. For example, most bonds are
issued in $1,000 denominations and they have a face value, maturity value
and par value of $1,000. Their market price can of course vary
significantly from $1,000 during their life between issuance and maturity.
11. Series
SMT is composed of two series: SMMB and SHYTFF. Each Series is distinct
from the other, although both SMMB and SHYTFF are combined in one
investment company--SMT.
STFT is composed of two series: SMTTFF and SLTTFF. Each series is distinct
from the other, although both SMTTFF and SLTTFF are combined in one
investment company--STFT.
Other Information
The CUSIP number for STFMF is 811235-10-0.
The CUSIP number for SLTTFF is 81123Q104.
The CUSIP number for SMTTFF is 811236-20-7.
The CUSIP number for SMMB is 811170-10-9.
72
<PAGE>
The CUSIP number for SHYTFF is 811170-20-8.
STFMF, SMTTFF, SMMB and SHYTFF have a taxable year ending on December 31,
SLTTFF has a taxable year ending October 31.
Portfolio securities of each Fund and each series of SMT are held
separately, pursuant to a custodian agreement, by the Funds' custodian, State
Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02101.
Costs of $________ incurred by SLTTFF in conjunction with its organization
had been deferred and are being amortized over five years beginning February 15,
1994.
The firm of Willkie Farr & Gallagher is legal counsel for each Fund.
The name "Scudder Tax Free Money Fund" is the designation of the Trustees
for the time being under an Amended and Restated Declaration of Trust dated
December 9, 1987, the name "Scudder Tax Free Trust" is the designation of the
Trustees for the time being under an Amended and Restated Declaration of Trust
dated December 8, 1987 and the name "Scudder Municipal Trust" is the designation
of the Trustees for the time being under an Amended and Restated Declaration of
Trust dated December 11, 1987, each as amended from time to time, and all
persons dealing with a Fund must look solely to the property of that Fund for
the enforcement of any claims against that Fund as neither the Trustees,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of a Fund. Upon the initial purchase of shares, the
shareholder agrees to be bound by a Fund's Declaration of Trust, as amended from
time to time. The Declaration of Trust of each Fund is on file at the
Massachusetts Secretary of State's Office in Boston, Massachusetts. All persons
dealing with a Fund must look only to the assets of that Fund for the
enforcement of any claims against such Fund as no other series of a Trust
assumes any liabilities for obligations entered into on behalf of a Fund.
Scudder Fund Accounting Corporation ("SFAC"), Two International Place,
Boston, Massachusetts, 02110-4103, a subsidiary of the Adviser, computes each
Fund's net asset value. STFMF pays SFAC an annual fee equal to 0.020% of the
first $150 million of average daily net assets, 0.0060% of such assets in excess
of $150 million, 0.0035% of such assets in excess of $1 billion, plus holding
and transaction charges for this service. For the year ended December 31, 1995,
the amount charged to STFMF by SFAC aggregated $46,012, of which $3,795 was
unpaid on December 31, 1995. SLTTFF, SMTTFF, SMMB and SHYTFF pay SFAC an annual
fee equal to 0.025% of the first $150 million of average daily net assets,
0.0075% of such assets in excess of $150 million, 0.0045% of such assets in
excess of $1 billion, plus holding and transaction charges for this service. The
fee incurred by SLTTFF to SFAC for the fiscal year ended October 31, 1996
amounted to $39,722. SFAC did not impose a portion of its fee amounting to
$3,351. For the year ended December 31, 1996, the amounts charged to SMTTFF,
SMMB and SHYTFF by SFAC aggregated $______, $______ and $______, respectively.
For the year ended December 31, 1996, the amounts unpaid by SMTTFF, SMMB, and
SHYTFF aggregated $______, $______ and $______, respectively.
Scudder Service Corporation ("Service Corporation"), P.O. Box 2291,
Boston, Massachusetts 02107-2291, a subsidiary of Scudder, Stevens & Clark,
Inc., is the transfer and dividend-paying agent for the Funds. Service
Corporation also serves as shareholder service agent for the Funds. SMTTFF,
SLTTFF, SMMB and SHYTFF each pay Service Corporation an annual fee of $25.00 for
each account maintained for a shareholder. STFMF pays Service Corporation an
annual fee of $28.90 for each account maintained for a shareholder. $________
was charged to STFMF for the year ended December 31, 1996 of which $________ is
unpaid at December 31, 1996. A total of $________ was charged by Service
Corporation to SMMB for the calendar year ended December 31, 1996, $________ of
which is unpaid at December 31, 1996. A total of $________ was charged to SHYTFF
for the year ended December 31, 1996, $________ of which is unpaid at December
31, 1996. $________ was charged to SMTTFF for the year ended December 31, 1996,
of which $________ is unpaid at December 31, 1996. For SLTTFF for the year ended
October 31, 1996, Service Corporation did not impose a portion of its fee
amounting to $3,557 and the fee imposed aggregated $44,784.
Scudder Trust Company, an affiliate of the Adviser, provides subaccounting
and recordkeeping services for shareholder accounts in certain retirement and
employee benefit plans. Annual service fees are paid by the Fund to Scudder
73
<PAGE>
Trust Company, Two International Place, Boston, Massachusetts 02110-4103 for
such accounts. Each Fund pays Scudder Trust Company an annual fee of $17.55 per
shareholder account. SLTTFF incurred fees of $_______, of which $_______ is
unpaid at October 31, 1996.
The Funds' prospectus and this Statement of Additional Information omit
certain information contained in the Registration Statement and its amendments
which each Trust has filed with the SEC under the Securities Act of 1933
and reference is hereby made to the Registration Statements and their amendments
for further information with respect to the Funds and the securities offered
hereby. The Registration Statements and their amendments are available for
inspection by the public at the SEC in Washington, D.C.
FINANCIAL STATEMENTS
Scudder Tax Free Money Fund
The financial statements, including the investment portfolio, of Scudder
Tax Free Money Fund, together with the Report of Independent Accountants,
Financial Highlights and notes to financial statements are incorporated by
reference and attached hereto in the Annual Report to the Shareholders of the
Fund dated December 31, 1995, and are hereby deemed to be part of this Statement
of Additional Information.
Scudder Limited Term Tax Free Fund
The financial statements, including the investment portfolio of Scudder
Limited Term Tax Free Fund together with the Report of Independent Accountants,
Financial Highlights and notes to financial statements are incorporated by
reference and attached hereto in the Annual Report to the Shareholders of the
Fund dated October 31, 1996, and are hereby deemed to be part of this Statement
of Additional Information.
Scudder Medium Term Tax Free Fund
The financial statements, including the investment portfolio, of Scudder
Medium Term Tax Free Fund, together with the Report of Independent Accountants,
Financial Highlights and notes to financial statements are incorporated by
reference and attached hereto in the Semiannual Report to the Shareholders of
the Fund dated June 30, 1996, and are hereby deemed to be part of this Statement
of Additional Information.
Scudder Managed Municipal Bonds
The financial statements, including the investment portfolio, of Scudder
Managed Municipal Bonds, together with the Report of Independent Accountants,
Financial Highlights and notes to financial statements are incorporated by
reference and attached hereto in the Annual Report to the Shareholders of the
Fund dated December 31, 1995, and are hereby deemed to be part of this Statement
of Additional Information.
Scudder High Yield Tax Free Fund
The financial statements, including the investment portfolio, of Scudder
High Yield Tax Free Fund, together with the Report of Independent Accountants,
Financial Highlights and notes to financial statements are incorporated by
reference and attached hereto in the Annual Report to the Shareholders of the
Fund dated December 31, 1995, and are hereby deemed to be part of this Statement
of Additional Information.
74
<PAGE>
SCUDDER TAX FREE MONEY FUND
PART C. OTHER INFORMATION
<TABLE>
<S> <C>
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
a. Financial Statements
Included in Part A:
Financial highlights for the ten fiscal years ended December 31, 1995.
Included in Part B:
Investment Portfolio as of December 31, 1995
Statement of Assets and Liabilities as of December 31, 1995
Statement of Operations for the fiscal year ended December 31, 1995
Statements of Changes in Net Assets for the two fiscal years ended December
31, 1995
Financial Highlights for the ten fiscal years ended December 31, 1995
Notes to Financial Statements
Report of Independent Accountants
Statements, schedules and historical information other than those listed above have been
omitted since they are either not applicable or are not required.
b. Exhibits:
All references 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 incorporated by reference to Post-Effective Amendment No. 10
the Registration Statement.
(b) Amendment to Amended and Restated Declaration of Trust dated
December 11, 1990 is incorporated by reference to Post-Effective
Amendment No. 13 to the Registration Statement ("Post-Effective
Amendment No. 15").
2. (a) By-Laws of the Registrant dated October 5, 1979 as amended through
December 19, 1979 is incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement.
(b)(1) Amendment dated August 13, 1991 to the By-Laws of the Registrant
incorporated by reference to Post-Effective Amendment No. 14 to the
Registration Statement ("Post-Effective Amendment No. 14").
(b)(2) Amendment dated December 10, 1991 to the By-Laws of the
Registrant is incorporated by reference to Post-Effective Amendment
No. 14.
3. Inapplicable.
Part C - Page 1
<PAGE>
4. Specimen certificate representing shares of beneficial interest with
$.01 par value is incorporated by reference to Post-Effective
Amendment No. 11 to the Registration Statement ("Post-Effective
Amendment No. 11").
5. Investment Management Agreement between the Registrant and
Scudder, Stevens & Clark, Inc. dated December 12, 1990 is
incorporated by reference to Post-Effective Amendment No. 13 to the
Registration Statement ("Post-Effective Amendment No. 13").
6. Underwriting Agreement between the Registrant and Scudder Investor
Services, Inc., formerly Scudder Fund Distributors, Inc., dated
September 10, 1985 is incorporated by reference to Post-Effective
Amendment No. 8 to this Registration Statement ("Post-Effective
Amendment No. 8").
7. Inapplicable.
8. (a) Custodian Agreement between the Registrant and State Street Bank
and Trust Company ("State Street Bank") dated December 31, 1979 is
incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement.
(b)(1) Amendment to the Custodian Agreement between the Registrant and
State Street Bank dated August 9, 1988 is incorporated by reference to
Post-Effective Amendment No. 11.
(b)(2) Amendment to the Custodian Contract between the Registrant and
State Street Bank dated December 11, 1990 is incorporated by reference to
Post-Effective Amendment No. 13.
(c) Fee schedule for the amendment to the Custodian Agreement between
the Registrant and State Street Bank is incorporated by reference to
Post-Effective Amendment No. 11.
(d) Subcustodian Agreement between State Street Bank and Morgan Guaranty
Trust Company of New York dated November 25, 1985 is incorporated by
reference to Post-Effective Amendment No. 8.
(e) Subcustodian Agreement between Irving Trust Company and State
Street Bank dated November 30, 1987 is incorporated by reference to
Post-Effective Amendment No. 11.
(f) Subcustodian Agreement between Chemical Bank and State Street Bank
dated May 31, 1988 is incorporated by reference to Post-Effective
Amendment No. 11.
(g) Subcustodian Agreement between Security Pacific National Trust
Company (New York) and State Street Bank dated February 18, 1988
incorporated by reference to Post-Effective Amendment No. 11.
(h) Subcustodian Agreement between Bankers Trust Company and State Street
Bank dated August 15, 1989 is incorporated by reference to
is Post-Effective Amendment No. 13.
Part C - Page 2
<PAGE>
(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 incorporated by reference to Post-Effective Amendment No. 12 to
the Registration Statement.
(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.
(b) Inapplicable.
10.
11. Inapplicable.
12. Inapplicable.
13. Inapplicable.
14. Inapplicable.
15. Inapplicable.
16. Schedule for Computation of Performance Quotation is incorporated
by reference to Post-Effective Amendment No. 11.
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.
</TABLE>
Item 25. Persons Controlled by or under Common Control with Registrant.
- -------- --------------------------------------------------------------
None
Item 26. Number of Holders of Securities (as of March 31, 1997).
- -------- -------------------------------------------------------
(1) (2)
Title of Class Number of Record Shareholders
-------------- -----------------------------
Shares of beneficial interest
($.01 par value) --
Item 27. Indemnification.
- -------- ----------------
A policy of insurance covering Scudder, Stevens & Clark, Inc.,
its subsidiaries including Scudder Investor Services, Inc.,
and all of the registered investment companies advised by
Scudder, Stevens & Clark, Inc. insures the Registrant's
Trustees and officers and others against liability
Part C - Page 3
<PAGE>
arising by reason of an alleged breach of duty caused by any
negligent act, error or accidental omission in the scope of
their duties.
Article IV, Sections 4.1 - 4.3 of Registrant's Declaration of
Trust provide as follows:
Section 4.1 No Personal Liability of Shareholders,
Trustees, Etc.
No Shareholder shall be subject to any personal
liability whatsoever to any Person in connection with
Trust Property or the acts, obligations or affairs of
the Trust. No Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability
whatsoever to any Person, other than to the Trust or its
Shareholders, in connection with Trust Property or the
affairs of the Trust, save only that arising from bad
faith, willful misfeasance, gross negligence or reckless
disregard of his duties with respect to such Person; and
all such Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising in
connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as
such, of the Trust, is made a party to any suit or
proceeding to enforce any such liability of the Trust,
he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold
each Shareholder harmless from and against all claims
and liabilities, to which such Shareholder may become
subject by reason of his being or having been a
Shareholder, and shall reimburse such Shareholder for
all legal and other expenses reasonably incurred by him
in connection with any such claim or liability. The
indemnification and reimbursement required by the
preceding sentence shall be made only out of the assets
of the one or more Series of which the Shareholder who
is entitled to indemnification or reimbursement was a
Shareholder at the time the act or event occurred which
gave rise to the claim against or liability of said
Shareholder. The rights accruing to a Shareholder under
this Section 4.1 shall not impair any other right to
which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of
the Trust to indemnify or reimburse a Shareholder in any
appropriate situation even though not specifically
provided herein.
Section 4.2 Non-Liability of Trustees, Etc.
No Trustee, officer, employee or agent of the Trust
shall be liable to the Trust, its Shareholders, or to
any Shareholder, Trustee, officer, employee, or agent
thereof for any action or failure to act (including
without limitation the failure to compel in any way any
former or acting Trustee to redress any breach of trust)
except for his own bad faith, willful misfeasance, gross
negligence or reckless disregard of the duties involved
in the conduct of his office.
Section 4.3 Mandatory Indemnification.
(a) Subject to the exceptions and limitations
contained in paragraph (b) below:
(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'
Part C - Page 4
<PAGE>
fees, costs, judgments, amounts paid in
settlement, fines, penalties and other
liabilities.
(b) No indemnification shall be provided hereunder to
a Trustee or officer:
(i) against any liability to the Trust, a Series
thereof, or the Shareholders by reason of a
final adjudication by a court or other body
before which a proceeding was brought that
he engaged in willful misfeasance, bad
faith, gross negligence or reckless
disregard of the duties involved in the
conduct of his office;
(ii) with respect to any matter as to which he
shall have been finally adjudicated not to
have acted in good faith in the reasonable
belief that his action was in the best
interest of the Trust;
(iii) in the event of a settlement or other
disposition not involving a final
adjudication as provided in paragraph
(b)(i) or (b)(ii) resulting in a payment by
a Trustee or officer, unless there has been
a determination that such Trustee or officer
did not engage in willful misfeasance, bad
faith, gross negligence or reckless
disregard of the duties involved in the
conduct of his office;
(A) by the court or other body approving
the settlement or other disposition; or
(B) based upon a review of readily available
facts (as opposed to a full trial-type
inquiry) by (x) vote of a majority of
the Disinterested Trustees acting on the
matter (provided that a majority of the
Disinterested Trustees then in office
act on the matter) or (y) written
opinion of independent legal counsel.
(c) The rights of indemnification herein provided may
be insured against by policies maintained by the
Trust, shall be severable, shall not affect any
other rights to which any Trustee or officer may
now or hereafter be entitled, shall continue as to
a person who has ceased to be such Trustee or
officer and shall 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
Part C - Page 5
<PAGE>
inquiry), that there is reason to believe
that the recipient ultimately will be found
entitled to indemnification.
As used in this Section 4.3, a "Disinterested Trustee"
is one who is not (i) an "Interested Person" of the
Trust (including anyone who has been exempted from being
an "Interested Person" by any rule, regulation or order
of the Commission), or (ii) involved in the claim,
action, suit or proceeding.
Item 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
The Adviser has stockholders and employees who are denominated
officers but do not as such have corporation-wide
responsibilities. Such persons are not considered officers for
the purpose of this Item 28.
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<TABLE>
<S> <C>
Stephen R. Beckwith Director, Vice President, Assistant Treasurer, Chief Operating Officer & Chief
Financial Officer, Scudder, Stevens & Clark, Inc. (investment adviser)**
Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
President & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
President, The Japan Fund, Inc. (investment company)**
Supervisory Director, The Latin America Income and Appreciation Fund N.V.
(investment company) +
Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
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, Scudder, Stevens & Clark, Inc. (investment adviser)**
Part C - Page 6
<PAGE>
Trustee, Scudder GNMA Fund (investment company)*
Trustee, Scudder U.S. Treasury Fund (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Cash Investment Trust (investment company)*
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Director & President, Scudder Realty Holding Corporation (a real estate holding
company)*
Director & President, Scudder Trust Company (a trust company)+++
Director, Scudder Trust (Cayman) Ltd.
Mark S. Casady Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director & Vice President, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*
Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Trustee, AARP Cash Investment Funds (investment company)**
Chairman & Trustee, AARP Growth Trust (investment company)**
Chairman & Trustee, AARP Income Trust (investment company)**
Chairman & Trustee, AARP Tax Free Income Trust (investment company)**
Chairman & Trustee, AARP Managed Investment Portfolios Trust (investment
company)**
Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director, SFA, Inc. (advertising agency)*
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)**
Part C - Page 7
<PAGE>
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
investment adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Variable Life Investment Fund (investment company)*
Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Director, Scudder Global Fund, Inc. (investment company)**
Director, Scudder International Fund, Inc. (investment company)**
Director, Scudder Mutual Fund, Inc. (investment company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Equity Trust (investment company)**
Trustee, Scudder Funds Trust (investment company)**
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
President & Director, SFA, Inc. (advertising agency)*
Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*
John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, Montgomery Street Income Securities, Inc. (investment company) o
Chairman, Scudder Realty Advisors, Inc. (realty investment adviser) x
Daniel Pierce Chairman & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman, Vice President & Director, Scudder Global Fund, Inc. (investment
company)**
Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
Chairman & Director, The First Iberian Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
President & Trustee, Scudder Equity Trust (investment company)**
President & Trustee, Scudder GNMA Fund (investment company)*
President & Trustee, Scudder Portfolio Trust (investment company)*
President & Trustee, Scudder Funds Trust (investment company)**
President & Trustee, Scudder Securities Trust (investment company)*
President & Trustee, Scudder Investment Trust (investment company)*
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
Part C - Page 8
<PAGE>
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 & 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)**
Trustee, Vice President & Assistant Secretary, Scudder Equity Trust (investment
company)**
Trustee, Vice President & Assistant Secretary, Scudder Securities Trust (investment
company)*
Trustee, Vice President & Assistant Secretary, Scudder Funds Trust (investment
company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
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, Scudder Global 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)**
Part C - Page 9
<PAGE>
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 & Assistant Secretary, Scudder Precious Metals, Inc. xxx
Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, AARP Cash Investment Funds (investment company)**
President, AARP Growth Trust (investment company)**
President, AARP Income Trust (investment company)**
President, AARP Tax Free Income Trust (investment company)**
President, AARP Managed Investment Portfolio Trust (investment company)**
Edmond D. Villani Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Supervisory Director, Scudder Mortgage Fund (investment company) +
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities
I & II (investment company)+
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporationoo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Director, IBJ Global Investment Management S.A., (Luxembourg investment
management company) Luxembourg, Grand-Duchy of Luxembourg
Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Montgomery Street Income Securities, Inc. (investment company)o
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
Part C - Page 10
<PAGE>
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.
</TABLE>
Item 29. Principal Underwriters.
- -------- -----------------------
(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust
Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Pathway Series
Scudder Portfolio Trust
Scudder Securities Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment Fund
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
AARP Tax Free Income Trust
AARP Managed Investment Portfolios Trust
The Japan Fund, Inc.
(b)
<TABLE>
<S> <C> <C> <C>
(1) (2) (3)
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110
Mark S. Casady Director and Vice President None
Two International Place
Boston, MA 02110
Linda Coughlin Director and Senior Vice President None
Two International Place
Boston, MA 02110
Richard W. Desmond Vice President None
345 Park Avenue
New York, NY 10154
Part C - Page 11
<PAGE>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
Paul J. Elmlinger Senior Vice President and Assistant None
345 Park Avenue Clerk
New York, NY 10154
Margaret D. Hadzima Assistant Treasurer None
Two International Place
Boston, MA 02110
Thomas W. Joseph Director, Vice President, Vice President
Two International Place Treasurer and Assistant Clerk
Boston, MA 02110
Dudley H. Ladd Director and Senior Vice President None
Two International Place
Boston, MA 02110
David S. Lee Director, President and Assistant President and Trustee
Two International Place Treasurer
Boston, MA 02110
Thomas F. McDonough Assistant Clerk Vice President and
Two International Place Secretary
Boston, MA 02110
Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154
Edward J. O'Connell Assistant Treasurer Vice President and
345 Park Avenue Assistant Treasurer
New York, NY 10154
Daniel Pierce Director, Vice President None
Two International Place and Assistant Treasurer
Boston, MA 02110
Kathryn L. Quirk Director, Senior Vice President and None
345 Park Avenue Clerk
New York, NY 10154
Edmund J. Thimme Vice President None
345 Park Avenue
New York, NY 10154
Benjamin Thorndike Vice President None
Two International Place
Boston, MA 02110
David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110
Part C - Page 12
<PAGE>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
Linda J. Wondrack Vice President None
Two International Place
Boston, MA 02110
</TABLE>
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)
<TABLE>
<S> <C> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
Scudder Investor None None None None
Services, Inc.
</TABLE>
Item 30. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder, Stevens &
Clark, Inc., Two International Place, Boston, MA 02110.
Records relating to the duties of the Registrant's custodian
are maintained by State Street Bank and Trust Company,
Heritage Drive, North Quincy, Massachusetts.
Item 31. Management Services.
- -------- --------------------
Inapplicable.
Item 32. Undertakings.
- -------- -------------
Inapplicable.
Part C - Page 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 28th day of February, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/David S. Lee
- --------------------------------------
David S. Lee* President (Principal Executive February 28, 1997
Officer) and Trustee
/s/E. Michael Brown
- --------------------------------------
E. Michael Brown* Trustee February 28, 1997
/s/Dawn-Marie Driscoll/
- --------------------------------------
Dawn-Marie Driscoll* Trustee February 28, 1997
/s/Peter B. Freeman
- --------------------------------------
Peter B. Freeman* Trustee February 28, 1997
/s/George M. Lovejoy, Jr.
- --------------------------------------
George M. Lovejoy, Jr.* Trustee February 28, 1997
- --------------------------------------
Kathryn L. Quirk Vice President and Trustee February 28, 1997
/s/Jean C. Tempel
- --------------------------------------
Jean C. Tempel* Trustee February 28, 1997
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
- --------------------------------------
Pamela A. McGrath Vice President and Treasurer February 28, 1997
(Principal Financial and Accounting
Officer)
</TABLE>
*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 and Post-Effective Amendment No. 17
to the Registration Statement filed on
February 24, 1995.
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. 20
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 22
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
SCUDDER TAX FREE MONEY FUND
<PAGE>
SCUDDER TAX FREE MONEY FUND
EXHIBIT INDEX
