Exhibit (a)(18)
SCUDDER MONEY MARKET TRUST
Establishment and Designation of Series
of Shares of Beneficial Interest, $0.01 Par Value Per Share
The undersigned, being a majority of the duly elected and qualified
Trustees of Scudder Money Market Trust, a Massachusetts business trust (the
"Fund"), acting pursuant to Section 5.11 of the Declaration of Trust dated April
17, 2000, as amended (the "Declaration"), hereby divide the shares of beneficial
interest of the Trust, $.01 par value per share (the "Shares"), into a single
series (the "Series"), the Series to have the following special and relative
rights:
1. The Series shall be designated as follows:
Scudder Money Market Series
2. The Series shall consist of an unlimited number of Shares. The Series
shall be authorized to hold cash and invest in securities and instruments
and use investment techniques as described in the Fund's registration
statement under the Securities Act of 1933, as amended from time to time.
Each Share of the Series shall be redeemable as provided in the
Declaration, shall be entitled to one vote (or fractional thereof in
respect of a fractional Share) on matters on which Shares of the Series
shall be entitled to vote and shall represent a pro rata beneficial
interest in the assets allocated to the Series. The proceeds of sales of
Shares of the Series, together with any income and gain thereon, less any
diminution or expenses thereof, shall irrevocably belong to the Series,
unless otherwise required by law. Each Share of the Series shall be
entitled to receive its pro rata share of the net assets of the Series upon
liquidation of the Series. Upon redemption of a Shareholder's Shares or
indemnification for liabilities incurred by reason of a Shareholder's being
or having been a shareholder of the Series, or the entry of a final
judgment in favor of a Shareholder by reason of being or having been a
Shareholder of the Series, such Shareholder shall be paid solely out of the
property of the Series.
3. Shareholders of the Series shall vote together on any matter, except to
the extent otherwise required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or when the Trustees have determined that the
matter affects only the interest of Shareholders of one or more Series, in
which case only the Shareholders of the applicable Series shall be entitled
to vote thereon. Unless otherwise determined by the Trustees, any matter
shall be deemed to have been effectively acted upon with respect to the
Series if acted upon as provided in Rule 18f-2 under the 1940 Act or any
successor rule and in the Declaration. The Trustees may, in conjunction
with the establishment of any additional series or class of shares of the
Fund, establish or reserve the right to establish conditions under which
the several series or classes shall have separate voting rights or no
voting rights.
4. After the close of business on the date hereof, the assets and
liabilities of the Fund shall be allocated to the Series as set forth in
Section 5.11 of the Declaration.
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5. The Trustees (including any successor Trustees) shall have the right at
any time and from time to time to reallocate assets and expenses or to
change the designation of any Series now or hereafter created, or to
otherwise change the special and relative rights of any such Series
provided that such change shall not adversely affect the rights of
Shareholders of a Series.
The foregoing shall be effective upon execution.
SCUDDER MONEY MARKET TRUST
/s/Linda C. Coughlin
----------------------------
Linda C. Coughlin, as Trustee
/s/John Millette
----------------------------
John Millette, as Trustee
/s/Caroline Pearson
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Caroline Pearson, as Trustee
Dated April 18, 2000
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