December 22, 2000
Scudder Income Trust
Two International Place
Boston, MA 02110-4103
Re: Post-Effective Amendment No. 33 to the Registration Statement on Form
N-1A (SEC File No. 2-91577)
Ladies and Gentlemen:
Scudder Income Trust (the "Trust") (formerly AARP Income Trust) is a trust
created under a written Declaration of Trust dated June 8, 1984. The Declaration
of Trust, as amended from time to time, is referred to as the "Declaration of
Trust." The beneficial interest under the Declaration of Trust is represented by
transferable shares with a par value of $.01 per share (the "Shares"). The
Trustees have the powers set forth in the Declaration of Trust, subject to the
terms, provisions and conditions therein provided.
We are of the opinion that all legal requirements have been complied with in the
creation of the Trust and that said Declaration of Trust is legal and valid.
Under Article V, Section 5.4 of the Declaration of Trust, the Trustees are
empowered, in their discretion, from time to time, to issue Shares for such
amount and type of consideration, at such time or times and on such terms as the
Trustees may deem best. Under Article V, Section 5.1, it is provided that the
number of Shares authorized to be issued under the Declaration of Trust is
unlimited. Under Article V, Section 5.11, the Trustees may authorize the
division of Shares into two or more series and under Article V, Section 5.13,
may also authorize the division of Shares of series of the Trust into two or
more classes. By written instruments, the Trustees have established a series of
the Trust and various classes of the series. The Shares are currently divided
into one series, Scudder GNMA Fund (formerly AARP GNMA and U.S. Treasury Fund)
(the "Fund"). Currently, the Shares of the Fund are divided into two classes.
By votes adopted on November 13, 2000, March 2, 2000 and December 14, 1999, the
Trustees of the Trust authorized the President, any Vice President, the
Secretary and the Treasurer, from time to time, to determine the appropriate
number of Shares to be registered, to register with the Securities and Exchange
Commission, and to issue and sell to the public, such Shares.
We understand that you are about to file with the Securities and Exchange
Commission, on Form N-1A, Post-Effective Amendment No. 33 to the Trust's
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the continuous
offering of the Shares of the Fund. We understand that our opinion is required
to be filed as an exhibit to the Registration Statement.
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Scudder Income Trust
December 22, 2000
Page 2
We are of the opinion that all necessary Trust action precedent to the issue of
the Shares of the Fund has been duly taken, and that all such Shares may be
legally and validly issued for cash, and when sold will be fully paid and
non-assessable by the Trust upon receipt by the Trust or its agent of
consideration for such Shares in accordance with the terms in the Registration
Statement, subject to compliance with the Securities Act, the Investment Company
Act of 1940, as amended, and applicable state laws regulating the sale of
securities.
We consent to your filing this opinion with the Securities and Exchange
Commission as an Exhibit to Post-Effective Amendment No. 33 to the Registration
Statement.
Very truly yours,
/s/Dechert
Dechert
