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EXHIBIT 11
DECHERT LETTERHEAD
December 20, 2000
Scudder Funds Trust
on behalf of
Scudder Short Term Bond Fund
Two International Place
Boston, Massachusetts 02110-4103
Dear Sirs:
We have acted as counsel to Scudder Funds Trust, a Massachusetts business
trust (the "Trust"), and we have a general familiarity with the Trust's business
operations, practices and procedures. You have asked for our opinion regarding
the issuance of shares of beneficial interest by the Trust in connection with
the acquisition by Scudder Short Term Bond Fund, a series of the Trust, of the
assets of Kemper Short-Term U.S. Government Fund, which shares are registered on
a Form N-14 Registration Statement (the "Registration Statement") filed by the
Trust with the Securities and Exchange Commission.
We have examined originals or certified copies, or copies otherwise
identified to our satisfaction as being true copies, of various trust records of
the Trust and such other instruments, documents and records as we have deemed
necessary in order to render this opinion. We have assumed the genuineness of
all signatures, the authenticity of all documents examined by us and the
correctness of all statements of fact contained in those documents.
On the basis of the foregoing, we are of the opinion that the shares of
beneficial interest of the Trust being registered under the Securities Act of
1933 in the Registration Statement will be legally and validly issued, fully
paid and non-assessable by the Trust, upon transfer of the assets of Kemper
Short-Term U.S. Government Fund pursuant to the terms of the Agreement and Plan
of Reorganization included in the Registration Statement.
We hereby consent to the filing of this opinion with and as part of the
Registration Statement.
Very truly yours,
/s/ Dechert
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