Exhibit(a)(3)
Scudder Cash Investment Trust
Establishment and Designation of Classes
of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")
The undersigned, being a majority of the duly elected and qualified
Trustees of Scudder Cash Investment Trust, a Massachusetts business trust (the
"Fund"), acting pursuant to Section 5.11 of the Amended and Restated Declaration
of Trust dated November 3, 1987 (the "Declaration of Trust"), hereby further
divide the authorized and unissued shares of beneficial interest (the "Shares")
of the Fund into the two 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 Cash Investment Trust - Class S Shares
Scudder Cash Investment Trust - AARP Shares
2. The Shares of the Fund outstanding as of the close of business on
the date of the filing of this Instrument with the Secretary of the Commonwealth
of Massachusetts are hereby redesignated as Scudder Cash Investment Trust Class
S Shares.
3. 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 Fund, and shall be entitled to receive its pro rata share
of net assets attributable to such Class of Shares of the Fund upon liquidation
of the Fund, 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.
4. Upon the effective date of this Instrument:
a. Each Share of each Class of the Fund 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 Classes, in which case only the Shareholders of such
Class or Classes shall be entitled to vote thereon. Any matter shall be deemed
to have been effectively acted upon with respect to the Fund if acted upon as
provided in Rule 18f-2 under the 1940 Act or any successor rule and in the
Declaration of Trust.
b. Liabilities, expenses, costs, charges or reserves that should be
properly allocated to the Shares of a particular Class of the Fund 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
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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.
5. 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.
/s/Henry P. Becton, Jr.
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Henry P. Becton, Jr., as Trustee
/s/Linda C. Coughlin
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Linda C. Coughlin, as Trustee
/s/Dawn-Marie Driscoll
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Dawn-Marie Driscoll, as Trustee
/s/Peter B. Freeman
------------------------------------
Peter B. Freeman, as Trustee
/s/George M. Lovejoy, Jr.
------------------------------------
George M. Lovejoy, Jr., as Trustee
/s/Wesley W. Marple, Jr.
------------------------------------
Wesley W. Marple, Jr., as Trustee
/s/Kathryn L. Quirk
------------------------------------
Kathryn L. Quirk, as Trustee
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/s/Jean C. Tempel
------------------------------------
Jean C. Tempel, as Trustee
Dated: April 11, 2000
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