Exhibit (a)(19)
SCUDDER MONEY MARKET TRUST
Establishment and Designation of
Classes of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")
The undersigned, being all of the Trustees of Scudder Money Market
Trust, a Massachusetts business trust (the "Fund"), acting pursuant to Section
5.13 of the Fund's Declaration of Trust dated April 17, 2000 (the "Declaration
of Trust"), hereby divide the authorized and unissued shares of beneficial
interest (the "Shares") of the series of the Fund heretofore designated as
Scudder Money Market Series (the "Series"), into the six classes designated
below in paragraph 1 (each a "Class" and collectively the "Classes"), each Class
to have the special and relative rights specified in this Instrument:
1. The Classes shall be designated as follows:
Scudder Money Market Series - Institutional Class
Scudder Money Market Series - Managed Shares Class
Scudder Money Market Series - Premium S Class
Scudder Money Market Series - Premium AARP Class
Scudder Money Market Series - Prime Reserve S Class
Scudder Money Market Series - Prime Reserve AARP Class
2. Each Share shall be redeemable, and, except as provided below, shall
represent a pro rata beneficial interest in the assets attributable to such
Class of Shares of the Series, and shall be entitled to receive its pro rata
share of net assets attributable to such Class of Shares of the Series upon
liquidation of the Series, all as provided in or not inconsistent with the
Declaration of Trust. Each Share shall have the voting, dividend, liquidation
and other rights, preferences, powers, restrictions, limitations,
qualifications, terms and conditions, as set forth in the Declaration of Trust.
3. Upon the effective date of this Instrument:
a. Each Share of each Class of each Series shall be entitled
to one vote (or fraction thereof in respect of a fractional share) on
matters which such Shares (or Class of Shares) shall be entitled to
vote. Shareholders of the Fund 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 or one or more Classes, in which case only the
Shareholders of such Series, Class or Classes, 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 of Trust. The Trustees may,
in conjunction with the establishment of any additional series or class
of
<PAGE>
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.
b. Liabilities, expenses, costs, charges or reserves that
should be properly allocated to the Shares of a particular Class of the
Series may, pursuant to a Plan adopted by the Trustees under Rule 18f-3
under the 1940 Act, or such similar rule under or provision or
interpretation of the 1940 Act, be charged to and borne solely by such
Class and the bearing of expenses solely by a Class of Shares may be
appropriately reflected and cause differences in net asset value
attributable to, and the dividend, redemption and liquidation rights
of, the Shares of different Classes.
4. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets, liabilities and expenses
or to change the designation of any Class now or hereafter created, or to
otherwise change the special and relative rights of any such Class, provided
that such change shall not adversely affect the rights of Shareholders of such
Class.
Except as otherwise provided in this Instrument, the foregoing shall be
effective upon the filing of this Instrument with the Secretary of The
Commonwealth of Massachusetts.
SCUDDER MONEY MARKET TRUST
----------------------------
Linda C. Coughlin, as Trustee
----------------------------
John Millette, as Trustee
----------------------------
Caroline Pearson, as Trustee
Dated May 19, 2000
2
