UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Scudder High Income Trust
Scudder Multi-Market Income Trust
Scudder Municipal Income Trust
Scudder Strategic Municipal Income Trust
Scudder Strategic Income Trust
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(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:

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2. Aggregate number of securities to which transaction applies:

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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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4. Proposed maximum aggregate value of transaction:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

6. Amount previously paid:

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7. Form, Schedule or Registration Statement No.:

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8. Filing Party:

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9. Date Filed:

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SCUDDER HIGH INCOME TRUST
SCUDDER MULTI-MARKET INCOME TRUST
SCUDDER MUNICIPAL INCOME TRUST
SCUDDER STRATEGIC MUNICIPAL INCOME TRUST
SCUDDER STRATEGIC INCOME TRUST
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 2005 AND PROXY STATEMENT

April 25, 2005

To the Shareholders:

You are invited to attend a joint annual meeting of the shareholders of Scudder
High Income Trust ("KHI"), Scudder Multi-Market Income Trust ("KMM"), Scudder
Municipal Income Trust ("KTF"), Scudder Strategic Municipal Income Trust ("KSM")
and Scudder Strategic Income Trust ("KST") (individually, a "Fund" and
collectively, the "Funds"). The meeting will be held at the offices of Deutsche
Investment Management Americas Inc. ("DeIM" or the "Advisor"), 345 Park Avenue,
New York, New York 10154, on Wednesday, May 25, 2005 at 11:00 a.m. Eastern time,
for the following purposes and to transact such other business, if any, as may
properly come before the meeting:

1. To elect Trustees to the Board of each Fund as outlined below:

(a) For KHI, KMM and KST only, to elect nine Trustees to the Board of each
Fund; and

(b) For KTF and KSM only, to elect nine Trustees to the Board of each Fund
with seven Trustees to be elected by the holders of Preferred and Common
Shares voting together and two Trustees to be elected by holders of the
Preferred Shares only.

2. To ratify the selection of Ernst & Young LLP as independent auditors of each
Fund for the current fiscal year.

The Board of each Fund has fixed the close of business on March 31, 2005 as the
record date (the "Record Date") for determining the shareholders of each Fund
entitled to notice of and to vote at the meeting or any adjournments or
postponements thereof. Shareholders are entitled to one vote for each share
held.

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR ALL ITEMS

- ------------------------------------------------------------------------------

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. SIGN, DATE
AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED. TO SAVE YOUR FUND THE COST
OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY CARD. IF YOU WISH TO ATTEND
THE MEETING AND VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL STILL BE ABLE
TO DO SO.
- ------------------------------------------------------------------------------

The accompanying proxy is solicited by the Board of each Fund for voting at the
joint annual meeting of shareholders to be held on May 25, 2005, and at any and
all postponements or adjournments thereof (the "Meeting"). The shareholders of
each Fund will vote separately on the items presented at the Meeting. This proxy
statement was first mailed to shareholders on or about April 25, 2005.

The Board of each Fund recommends shareholders vote FOR ITEMS 1 AND 2. The vote
required to approve both items is described under "Miscellaneous."

The Board of each Fund has fixed the close of business on March 31, 2005 as the
Record Date for the determination of shareholders entitled to notice of and to
vote at the Meeting. As of the Record Date, shares of the Funds were issued and
outstanding as follows:

<Table>
<Caption>
FUND SHARES
- ---- ------

KHI........................................................ 31,762,042
KMM........................................................ 20,438,170
KTF
Common................................................... 38,832,628
Preferred................................................ 53,000
KSM
Common................................................... 10,871,154
Preferred................................................ 2,800
KST........................................................ 3,486,273
</Table>

KTF AND KSM ONLY. Pursuant to the Amended and Restated Agreement and Declaration
of Trust of each Fund, the Boards may authorize separate classes of shares of
beneficial interest. The Board of each Fund has authorized, and each Fund has
issued, common shares of beneficial interest (the "Common Shares") and preferred
shares of beneficial interest (the "Preferred Shares"). The Common Shares and
the Preferred Shares have different powers, rights, preferences and privileges,
qualifications, limitations and restrictions with respect to, among other
things, dividends, liquidation, redemption and voting as more fully set forth in
the Certificate of Designation for Preferred Shares that established the

Preferred Shares. For KTF, the Common Shares were first issued on October 20,
1988 and the Preferred Shares were first issued on July 24, 1989 (Series A, B, C
and D) and November 24, 1999 (Series E). For KSM, the Common Shares were first
issued on March 22, 1989 and the Preferred Shares were first issued on September
21, 1999. At the Meeting, the holders of the Preferred Shares, voting as a
separate class, are entitled to elect two Trustees, and the holders of the
Common Shares and the Preferred Shares, voting together as a single class, are
entitled to elect the seven remaining Trustees. On Item 2, the holders of the
Common Shares and Preferred Shares will vote together as a single class.

The following table identifies the Funds entitled to vote on each Proposal.

<Table>
<Caption>
PROPOSAL PAGE
-------- ----

Item 1: 1.a. To elect nine Trustees to the Board of the Fund.
KHI, KMM and KST........................................... 3
1.b. To elect nine Trustees to the Board of the Fund with seven
Trustees to be elected by the holders of Preferred and
Common Shares voting together and two Trustees to be
elected by holders of the Preferred Shares only.
KTF and KSM................................................ 4
Item 2: To ratify the selection of Ernst & Young LLP as the
independent auditors for the Fund for the Fund's current
fiscal year.
All Funds.................................................. 18
</Table>

ITEM 1. ELECTION OF TRUSTEES TO THE BOARDS

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES
NAMED BELOW.

At the Meeting, shareholders of each Fund will be asked to elect nine
individuals to constitute the Board of Trustees of each Fund. Board members are
elected annually pursuant to each Trust's Declaration of Trust and By-Laws. The
nine individuals nominated for election as Trustees of each Fund were nominated
after careful consideration by each Fund's present Board of Trustees. The
nominees are listed below. The nine nominees are currently Trustees of each Fund
and are currently trustees or directors of other funds advised by DeIM. All the
nominees except Messrs. McClayton and Wadsworth were last elected to each Board
at the previous joint annual meeting of shareholders. Messrs. McClayton and
Wadsworth were appointed to each Board on December 30, 2004 and will be standing
for election for the first time. One of the nominees, Mr. Shiebler, is a senior
executive officer of DeIM and is an "interested person" (an "Interested Person")
of the Funds within the meaning of the Investment Company Act of 1940, as
amended (the "1940 Act"), due to the fact that he is an officer of the Advisor.
He is referred to as an "Interested Trustee." Each of the remaining eight

nominees is not an Interested Person of the Advisor or the Funds within the
meaning of the 1940 Act and is referred to as a "Non-interested Trustee" or
"Independent Trustee." Except for Mr. Wadsworth, these eight nominees, together
with two Independent Trustees who will be retiring from the Funds' Board
coincident with the Meeting (Mr. Lewis A. Burnham and Mr. John G. Weithers),
currently oversee 82 fund portfolios in the Scudder Fund Complex; Mr. Wadsworth
currently oversees 85 fund portfolios in the Scudder Fund Complex. Mr. Shiebler
currently oversees 137 fund portfolios in the Scudder Fund Complex. The nominees
are often referred to as the "Chicago Board."

The persons named as proxies on the enclosed proxy card(s) will vote for the
election of all the nominees (as to each relevant Fund) unless authority to vote
for any or all of the nominees is withheld in the proxy. Each Trustee so elected
will serve as a Trustee of the respective Fund until the next meeting of
shareholders, if any, called for the purpose of electing Trustees and until the
election and qualification of a successor or until such Trustee sooner dies,
resigns or is removed as provided in the organizational documents of each Fund.

KTF AND KSM ONLY. As indicated above, holders of the Preferred Shares are
entitled to elect two Trustees. Messrs. Shiebler and Wadsworth are nominees for
election by holders of the Preferred Shares of each Fund. In addition, seven
other Trustees are to be elected by holders of the Common Shares and the
Preferred Shares, voting together as a single class. Ms. Peterson and Messrs.
Ballantine, Dunaway, Edgar, Freeman, Hoffman and McClayton are nominees for
election by all shareholders.

All the nominees listed below have consented to serve as Trustees of the
respective Funds, if elected. In case any nominee shall be unable or shall fail
to act as a Trustee by virtue of an unexpected occurrence, persons named as
proxies will vote in their discretion for such other nominee or nominees as the
current Trustees may recommend. The address of each nominee is c/o Deutsche
Investment Management Americas Inc., 222 South Riverside Plaza, Chicago,
Illinois 60606. The information below is as of December 31, 2004.

NOMINEES FOR ELECTION AS TRUSTEES

NON-INTERESTED PERSONS

<Table>
<Caption>
NAME, AGE, POSITION WITH FUNDS, NUMBER OF FUNDS
PRINCIPAL OCCUPATION(S) FOR PAST YEAR FIRST BECAME A IN SCUDDER FUND
5 YEARS, AND OTHER DIRECTORSHIPS BOARD MEMBER COMPLEX OVERSEEN(1)
- -------------------------------- ------------------- -------------------

SHIRLEY D. PETERSON (63), Chairperson 2001-All Funds 86
of the Board; Retired; formerly,
President, Hood College (1995-2000);
Partner, Steptoe & Johnson (law
firm); Commissioner, Internal Revenue
Service; Assistant Attorney General
(Tax), U.S Department of Justice;
Director, Federal Mogul Corp.
(supplier of automotive components
and subsystems); AK Steel (steel
production); Goodyear Tire & Rubber
Co.; Champion Enterprises, Inc.
(manufactured home building);
Trustee, Bryn Mawr College; formerly,
Director, Bethlehem Steel Corp.
JOHN W. BALLANTINE (59), Trustee; 2001-All Funds 86
Retired; formerly, Executive Vice
President and Chief Risk Management
Officer, First Chicago NBD
Corporation/ The First National Bank
of Chicago (1996-1998); Executive
Vice President and Head of
International Banking (1995-1996);
Director, First Oak Brook Bancshares,
Inc.; Oak Brook Bank; American
Healthways, Inc. (provider of disease
and care management services);
Portland General Electric (utility
company)
DONALD L. DUNAWAY (68), Trustee; 2001-All Funds 86
Retired; formerly, Executive Vice
President, A.O. Smith Corporation
(diversified manufacturer)
(1963-1994)
JAMES R. EDGAR (57), Trustee; 1999-All Funds 86
Distinguished Fellow, University of
Illinois, Institute of Government and
Public Affairs (1999-present);
formerly, Governor, State of Illinois
(1991-1999); Director, Kemper
Insurance Companies; John B.
Sanfilippo & Son, Inc.
(processor/packager/marketer of nuts,
snacks and candy products); Horizon
Group Properties, Inc.; Youbet.com
(online wagering platform); Alberto-
Culver Company (manufactures,
distributes and markets health and
beauty-care products)
</Table>

PAUL K. FREEMAN (54), Trustee; 2002-All Funds 86
President, Cook Street Holdings
(consulting); Senior Visiting
Research Scholar, Graduate School of
International Studies, University of
Denver; Consultant, World
Bank/Inter-American Development Bank;
formerly, Project Leader,
International Institute for Applied
Systems Analysis (1998-2001); Chief
Executive Officer, The Eric Group,
Inc. (environmental insurance) (1986-
1998)
ROBERT B. HOFFMAN (68), Trustee; 2001-All Funds 86
Retired; formerly, Chairman,
Harnischfeger Industries, Inc.
(machinery for the mining and paper
industries) (1999-2000); Vice
Chairman and Chief Financial Officer,
Monsanto Company (agricultural,
pharmaceutical and nutritional/food
products) (1994-1999); Director, RCP
Advisors, LLC (private equity
investment advisory firm)
WILLIAM MCCLAYTON(60), Trustee; 2004-All Funds 86
Managing Director of Finance and
Administration, DiamondCluster
International, Inc. (global
management consulting firm);
formerly, Partner, Arthur Andersen
LLP (1986-2001); formerly, Trustee,
Ravinia Festival; Board of Managers,
YMCA of Metropolitan Chicago
</Table>

ROBERT H. WADSWORTH(65), Trustee; 2004-All Funds 142
Director, The Germany Fund, Inc., The
New Germany Fund, Inc. and The
Central Europe and Russia Fund, Inc.;
President, Robert H. Wadsworth &
Associates, Inc. (consulting firm)
(1983 to present); formerly,
President and Trustee, Trust for
Investment Managers (registered
investment company) (1999-2002);
President, Investment Company
Administration, L.L.C. (1992*-2001);
President, Treasurer and Director,
First Fund Distributors, Inc.
(1990-2002); Vice President,
Professionally Managed Portfolios
(1991-2002) and Advisors Series Trust
(1996-2002) (registered investment
companies); through December 31,
2004, Trustee of New York Board
Scudder Funds
</Table>

- ---------------

* Inception date of the corporation which was the predecessor to the L.L.C.

(1) As of December 31, 2004, each Independent Trustee other than Mr. Wadsworth
served on the boards of 32 trusts/corporations comprised of 86 funds. At
that time, Mr. Wadsworth served on the boards of 52 trusts/corporations
comprised of 142 funds. Currently, Mr. Wadsworth serves on the boards of 32
trusts/corporations comprised of 85 funds/portfolios.

INTERESTED PERSON(1)

<Table>
<Caption>
NAME, AGE, POSITION WITH FUNDS, NUMBER OF FUNDS
PRINCIPAL OCCUPATION(S) FOR PAST YEAR FIRST BECAME A IN SCUDDER FUND
5 YEARS, AND OTHER DIRECTORSHIPS BOARD MEMBER COMPLEX OVERSEEN(2)
- -------------------------------- ------------------- -------------------

WILLIAM N. SHIEBLER(63), Trustee; 2004-All Funds 139
Chief Executive Officer in the
Americas for Deutsche Asset
Management ("DeAM") and a member of
the DeAM Global Executive Committee
(since 2002) (effective March 2005,
Mr. Shiebler is no longer Chief
Executive Officer of DeAM, rather he
is Vice Chairman of DeAM); formerly,
Vice Chairman of Putnam Investments,
Inc. (1999); Director and Senior
Managing Director of Putnam
Investments, Inc. and President,
Chief Executive Officer and Director
of Putnam Mutual Funds Inc.
(1990-1999)
</Table>

- ---------------

(1) Interested person of the Funds as defined in the 1940 Act due to his
position with the Advisor.

(2) As of December 31, 2004, Mr. Shiebler served on the boards of 49
trusts/corporations comprised of 139 funds.

As of December 31, 2004, none of the Non-interested Trustees owned securities
beneficially of the Advisor, or any person directly or indirectly controlling,
controlled by or under common control with, the Advisor.

RESPONSIBILITIES OF THE BOARD OF TRUSTEES - BOARD AND COMMITTEE MEETINGS

The primary responsibility of each Board is to represent the interests of the
shareholders of the Funds and to provide oversight of the management of the
Funds. Each Board proposed for election at the Meeting is comprised of one
individual who would be an Interested Trustee, and eight individuals who are
Independent Trustees. SEC rules currently require a majority of the board
members of a fund to be "independent" if the fund takes advantage of certain
exemptive rules under the 1940 Act. If the proposed Board of Trustees is
approved by shareholders, 89% will be Independent Trustees. Each of the nominees
that will be considered an Independent Trustee, if elected, has been selected
and nominated solely by the current Independent Trustees of each Fund.

Each Board meets multiple times during the year to review the investment
performance of each Fund and other operational matters, including regulatory and
compliance related policies and procedures. Furthermore, the Independent
Trustees review the fees paid to the Advisor and its affiliates for investment
advisory services and other services. Each Board has adopted specific policies
and guidelines that, among other things, seek to further enhance the
effectiveness of the Independent Trustees in performing their duties. For
example, the Independent Trustees select independent legal counsel to work with
them in reviewing fees, advisory and other contracts and overseeing fund
matters, and regularly meet privately with their counsel.

During calendar year 2004, the Board of each Fund met 7 times. Each then current
Trustee attended at least 75% of the respective meetings of the Board and the
Committees (if a member thereof) held during calendar year 2004, except for Mr.
Shiebler, who attended 66% of the meetings held since he became a Trustee.

Each Fund has adopted a policy that the Board generally should be represented at
annual shareholder meetings by at least one Trustee, but under circumstances
where no Trustee is available to attend a shareholder meeting, the Board may
designate a senior officer of the Fund to be present and to report back to the
Board. No Trustee attended the Funds' annual meeting held on June 29, 2004.

Each Board has an Audit Committee, a Nominating and Governance Committee, a
Valuation Committee, an Operations Committee, a Fixed-Income Oversight Committee
and a Contract Review Committee (each a "Committee" and collectively, the
"Committees"). The responsibilities

of each Committee are described below. Each Committee has a written charter that
delineates the Committee's duties and powers.

AUDIT COMMITTEE

The Audit Committee makes recommendations regarding the selection of independent
auditors for each Fund, confers with the independent auditors regarding each
Fund's financial statements, the results of audits and related matters, reviews
and discusses each Fund's audited financial statements with management and
performs such other tasks as the full Board deems necessary or appropriate. For
the 2004 fiscal year for each Fund, the Committee reviewed and discussed the
audited financial statements with management. The Committee also discussed with
the independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees). The Funds'
independent auditors provided the Committee the written disclosure required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Committee discussed with representatives of the independent
auditors their firm's independence, including the matters described beginning on
page 20. Based on its review and discussions with management and the independent
auditors of each Fund's financial statements and other written disclosure
provided by the independent auditors, the Committee recommended to each Board
that the audited financial statements be included in the annual report provided
to shareholders for each Fund's 2004 fiscal year. The Committee is comprised of
only Non-interested Trustees who are "independent" as defined in the New York
Stock Exchange ("NYSE") and the Chicago Stock Exchange ("CHX") listing standards
applicable to closed-end funds. The Audit Committee held 8 meetings for all
Funds during calendar year 2004. A copy of the Audit Committee Charter for each
Fund is attached as Appendix 1 hereto. The current members of the Audit
Committee are:

Donald L. Dunaway (Chairman)
Lewis A. Burnham
Robert B. Hoffman
William McClayton

NOMINATING AND GOVERNANCE COMMITTEE

Each Board has a Nominating and Governance Committee, comprised of only
Non-interested Trustees. Its primary function is to identify and recommend
individuals for membership on the Board and oversee the administration of the
Board Governance Procedures and Guidelines. Messrs. McClayton and Wadsworth are
the only nominees who have not previously been elected by shareholders. Mr.
McClayton was

recommended by a Non-interested Trustee, and then by the entire Nominating and
Governance Committee (which, as noted above, is comprised solely of
Non-interested Trustees). Mr. Wadsworth's recommendation arose out of a proposal
by Deutsche Asset Management to consolidate various Scudder Fund Boards.
Although the Chicago Board determined not to pursue the consolidation, the
Non-interested Trustees met Mr. Wadsworth through that process and, in light of
anticipated retirements, the Nominating and Governance Committee asked Mr.
Wadsworth (who was a member of the "New York Board") to consider joining the
Chicago Board. Mr. Wadsworth ultimately was recommended by the Nominating and
Governance Committee. Currently, the members of the Nominating and Governance
Committee are Lewis A. Burnham (Chairman), James R. Edgar, William McClayton and
Shirley D. Peterson. The Nominating and Governance Committee held 6 meetings
during calendar year 2004. Each Fund's Nominating and Governance Committee is
governed by the Nominating and Governance Committee Charter, a copy of which was
included as an appendix to the Funds' Proxy Statement for the joint annual
meeting on June 29, 2004. Each member of the Committee is "independent," which
means that he or she is not an "interested person" of the Funds, as defined in
the 1940 Act.

The Nominating and Governance Committee receives and reviews information on
individuals qualified to be recommended to the full Board as nominees for
election as Trustees, including any recommendations by shareholders.
Shareholders may recommend candidates for Board positions by forwarding their
correspondence by U.S. mail or courier service to the Fund's Secretary for the
attention of the Chairman of the Nominating and Governance Committee, Two
International Place, Boston, Massachusetts 02110-4103. Suggestions for
candidates must include a resume of the candidate.

The Nominating and Governance Committee's principal criterion for selection of
candidates is their ability to carry out the responsibilities of the Board. In
addition, the following factors are taken into consideration: (a) the Board
collectively should represent a broad cross section of backgrounds, functional
disciplines and experience, (b) candidates should exhibit stature commensurate
with the responsibility of representing shareholders, (c) candidates should
commit to strive for high attendance levels at regular and special Board
meetings, and participate in committee meetings as needed, and (d) candidates
should represent the best choices available based upon thorough identification,
investigation and recruitment of candidates.

VALUATION COMMITTEE

Each Board has a Valuation Committee, comprised of both Interested and
Non-interested Trustees, which reviews Valuation Procedures adopted by

each Board, determines the fair value of each Fund's securities as needed in
accordance with the Valuation Procedures and performs such other tasks as the
full Board deems necessary. Currently, the members of the Valuation Committee
are John W. Ballantine (Chairman) and William Shiebler. Alternate members are
Donald L. Dunaway and John G. Weithers. The Valuation Committee held 2 meetings
for all Funds during calendar year 2004.

OPERATIONS COMMITTEE

Each Board has an Operations Committee, comprised of only Non-interested
Trustees, which oversees the operations of the Funds, such as reviewing each
Fund's administrative fees and expenses, portfolio transaction policies and
custody arrangements. Currently, the members of the Operations Committee are
John W. Ballantine (Chairman), Paul K. Freeman, Robert H. Wadsworth and John G.
Weithers. The Operations Committee held 6 meetings during calendar year 2004.

FIXED-INCOME OVERSIGHT COMMITTEE

Each Board has a Fixed-Income Oversight Committee, comprised of only
Non-interested Trustees, which oversees investment activities of the Funds, such
as investment performance and risk, expenses and services provided under the
investment management agreement. Currently, the members of the Fixed-Income
Oversight Committee are Paul K. Freeman (Chairman), Donald L. Dunaway and James
R. Edgar. The Fixed-Income Oversight Committee held 5 meetings during calendar
year 2004.

CONTRACT REVIEW COMMITTEE

Each Board has a Contract Review Committee, comprised of only Non-interested
Trustees, which oversees the annual contract review process. Currently, the
members of the Contract Review Committee are Paul K. Freeman (Chairman), John W.
Ballantine, Donald L. Dunaway and Robert B. Hoffman. The Contract Review
Committee did not meet during calendar year 2004 as it was created effective
January 1, 2005.

SHAREHOLDER COMMUNICATION WITH THE TRUSTEES

The Board of each Fund provides a process for shareholders to send
communications to the Board. (These communications do not include shareholders'
proposals described below under "Miscellaneous -- Proposals of Shareholders.")
Correspondence should be sent by U.S. mail or courier service to the Funds'
Secretary, Two International Place, Boston, Massachusetts 02110-4103, who will
forward it to the Chairperson of the Board (currently Ms. Peterson) if addressed
to the Board, or to a specific Trustee if addressed to that Trustee.

COMPENSATION OF TRUSTEES

Each Fund pays its Independent Trustees a monthly retainer, paid on a quarterly
basis, plus expenses, and an attendance fee for each Board meeting and Committee
meeting attended. As reflected above, the Trustees currently serve as board
members of various investment companies for which DeIM serves as investment
manager. DeIM supervises each Fund's investments, pays the compensation and
expenses of its personnel who serve as Trustees and officers on behalf of each
Fund and receives a management fee for its services. Several of the officers and
one of the Trustees are also officers, directors, employees or stockholders of
DeIM and participate in the fees paid to DeIM, although the Funds make no direct
payments to them. The Trustee and officers of a Fund who are "Interested
Persons" receive no compensation from such Fund. The Non-interested Trustees are
not entitled to benefits under any pension or retirement plan. The Board of
Trustees of each Fund established a deferred compensation plan for the
Non-interested Trustees ("Deferred Compensation Plan"). Under the Deferred
Compensation Plan, the Non-interested Trustees may defer receipt of all, or a
portion, of the compensation they earn for their services to the Funds in lieu
of receiving current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount has been invested in shares of one
or more funds managed by the Advisor ("Shadow Shares"). Mr. Edgar currently has
elected to defer at least a portion of his fees. In addition, previously, Mr.
Dunaway elected to defer fees that were payable, which are now included under
the Deferred Compensation Plan. The equivalent Shadow Shares are reflected in
Appendix 2 in the Trustees' share ownership.

The table below shows, for each Trustee entitled to receive compensation from
the Funds, the aggregate compensation paid or accrued during the 2004 calendar
year and the total compensation that the funds advised by

DeIM or its affiliates (collectively, the "Scudder Fund Complex") paid or
accrued during calendar year 2004.

<Table>
<Caption>
AGGREGATE
COMPENSATION
FROM SCUDDER
FUND
NAME OF TRUSTEE KHI KMM KTF KSM KST COMPLEX(4)(5)
- --------------- ------ ------ ------ ------ ------ -----------------

John W. Ballantine........ $2,497 $2,497 $3,666 $2,304 $1,500 $194,195
Lewis A. Burnham.......... $2,917 $2,917 $4,271 $2,625 $1,749 $217,840
Donald L. Dunaway(1)...... $2,897 $2,897 $4,159 $2,671 $1,755 $212,925
James R. Edgar(2)......... $2,420 $2,420 $3,480 $2,220 $1,480 $171,820
Paul K. Freeman........... $2,695 $2,685 $3,855 $2,460 $1,635 $190,635
Robert B. Hoffman......... $2,482 $2,482 $3,641 $2,254 $1,495 $185,550
William McClayton(3)...... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shirley D. Peterson(6).... $3,082 $3,082 $4,435 $2,777 $1,902 $219,375
Robert H. Wadsworth(7).... $ 0 $ 0 $ 0 $ 0 $ 0 $171,000
John G. Weithers.......... $2,460 $2,460 $3,530 $2,210 $1,510 $173,260
</Table>

- ---------------

(1) Pursuant to a Deferred Compensation Plan, as discussed above, Mr. Dunaway
previously elected, in prior years, to defer fees. Deferred amounts are
treated as though an equivalent dollar amount has been invested in Shadow
Shares (as defined above) of funds managed by the Advisor.

(2) Includes deferred fees. Pursuant to a Deferred Compensation Plan, as
discussed above, deferred amounts are treated as though an equivalent dollar
amount has been invested in Shadow Shares (as defined above) of funds
managed by the Advisor in which compensation may be deferred by Governor
Edgar. Total deferred fees (including interest thereon and the return from
the assumed investment in the funds managed by the Advisor) payable from the
Funds to Governor Edgar are as follows: $9,939, $9,678, $15,785, $9,783 and
$6,235 from KHI, KMM, KTF, KSM and KST, respectively.

(3) Mr. McClayton was appointed to the Chicago Board on December 30, 2004.

(4) For each Trustee, except Mr. Wadsworth, total compensation includes
compensation for service on the boards of 32 trusts/corporations comprised
of 86 funds/portfolios. Each Trustee, except Mr. Wadsworth, currently serves
on the boards of 29 trusts/corporations comprised of 82 funds/portfolios.
Mr. Wadsworth currently serves on the boards of 32 trusts/corporations
comprised of 85 funds/portfolios.

(5) Aggregate compensation reflects amounts paid to the Trustees for numerous
special meetings of ad hoc committees of the Chicago Board in connection
with the possible consolidation of the various Scudder Fund Boards. Such
amounts totaled $10,170 for Mr. Burnham and Ms. Peterson. These meeting fees
were borne by the funds. In addition, the aggregate compensation reflects
amounts paid to the Trustees for ad hoc committee meetings held with respect
to legal and regulatory matters. These amounts totaled $11,865 for Messrs.
Ballantine and Dunaway and $8,475 for Mr. Freeman and Ms. Peterson. These
meeting fees were borne by the Advisor.

(6) Includes $27,470 in annual retainer fees received by Ms. Peterson as
Chairperson of the Board.

(7) Mr. Wadsworth was appointed to the Chicago Board on December 30, 2004. He
served as a member of the New York Board and Germany Funds Board of the
Scudder Funds in 2004, for which he received the compensation indicated.

Mr. Freeman, prior to his service as an Independent Trustee of the Funds, served
as a board member of certain funds in the Deutsche Bank complex ("DB Funds"). In
connection with his resignation and the resignation of certain other board
members as trustees of the DB Funds on July 30, 2002 (the "Effective Date"),
which was part of a restructuring of the boards overseeing the DB Funds,
Deutsche Asset Management, Inc. ("DeAM") agreed to recommend, and, if necessary
obtain, directors and officers ("D&O") liability insurance coverage for the
prior board members, including Mr. Freeman, that is at least as equivalent in
scope and amount to the D&O coverage provided to the prior board members for the
six-year period following the Effective Date. In the event that D&O insurance
coverage is not available in the commercial marketplace on commercially
reasonable terms from a conventional third party insurer, DeAM reserved the
right to provide substantially equivalent protection in the form of an indemnity
or financial guarantee from an affiliate of DeAM. The D&O policy in effect prior
to the Effective Date provided aggregate coverage of $25,000,000, subject to a
$250,000 per claim deductible.

AGREEMENT TO INDEMNIFY INDEPENDENT TRUSTEES FOR CERTAIN EXPENSES

In connection with litigation or regulatory action related to possible improper
market timing or other improper trading activity or possible improper marketing
and sales activity in the Funds, the Advisor has agreed, subject to applicable
law and regulation, to indemnify and hold harmless the Funds against any and all
loss, damage, liability and expense, arising from market timing or marketing and
sales matters alleged in any enforcement actions brought by governmental
authorities involving or potentially affecting the Funds or the Advisor
("Enforcement Actions") or that are the basis for private actions brought by
shareholders of the Funds against the Funds, their directors and officers, the
Advisor and/or certain other parties ("Private Litigation"), or any proceedings
or actions that may be threatened or commenced in the future by any person
(including governmental authorities), arising from or similar to the matters
alleged in the Enforcement Actions or Private Litigation. In recognition of its
undertaking to indemnify the Funds and in light of the rebuttable presumption
generally afforded to independent directors/trustees of investment companies
that they have not engaged in disabling conduct, the Advisor has also agreed,
subject to applicable law and regulation, to indemnify the Funds' Independent
Trustees against certain liabilities the Independent Trustees may incur from the
matters alleged in any Enforcement Actions or Private Litigation or arising from
or similar to the matters alleged in the Enforcement Actions or Private
Litigation, and advance expenses that may be incurred by the Independent
Trustees in connection with any Enforcement Actions or Private Litigation. The
Advisor is not, however, required to provide indemnification and advancement of
expenses: (1) with respect to any proceeding or

action with respect to which a Fund's Board determines that the Independent
Trustee ultimately would not be entitled to indemnification or (2) for any
liability of the Independent Trustee to the Funds or their shareholders to which
the Independent Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
Independent Trustee's duties as a director or trustee of the Funds as determined
in a final adjudication in such action or proceeding. The estimated amount of
any expenses that may be advanced to the Independent Trustees or indemnity that
may be payable under the indemnity agreements is currently unknown. These
agreements by the Advisor will survive the termination of the investment
management agreements between the Advisor and the Funds.

FUND OFFICERS

Information about the executive officers of each Fund, with their respective
ages, terms as Fund officers and principal occupation for the past five years,
as of December 31, 2004, is set forth below.

Julian F. Sluyters (44), President and Chief Executive Officer of each Fund
since 9/30/04. Mr. Sluyters is also a Managing Director of Deutsche Asset
Management (since May 2004); President and Chief Executive Officer of The
Germany Fund, Inc., The New Germany Fund, Inc., The Central Europe and Russia
Fund, Inc., The Brazil Fund, Inc., The Korea Fund, Inc., Scudder Global High
Income Fund, Inc. and Scudder New Asia Fund, Inc. (since May 2004) and formerly,
President and Chief Executive Officer, UBS Fund Services (2001-2003); Chief
Administrative Officer (1998-2001) and Senior Vice President and Director of
Mutual Fund Operations, UBS Global Asset Management (1991-1998).

Philip Gallo (43), Chief Compliance Officer of each Fund since 9/24/04. Mr.
Gallo is also a Managing Director of Deutsche Asset Management (2003-present)
and formerly, Co-Head of Goldman Sachs Asset Management Legal (1994-2003).

Paul Schubert (42) Chief Financial Officer of each Fund since 9/30/04. Mr.
Schubert is also a Managing Director of Deutsche Asset Management (2004-present)
and formerly, Executive Director, Head of Mutual Fund Services and Treasurer for
UBS Global Asset Management's Family of Funds (1994-2004).

Philip J. Collora (59), Vice President of each Fund except KST since 2/1/90 and
KST since 3/2/90, and Assistant Secretary of each Fund since 1/24/01. Mr.
Collora is also a Director of Deutsche Asset Management.

Kenneth Murphy (41), Vice President of each Fund since 1/15/03. Mr. Murphy is
also a Vice President of Deutsche Asset Management (2001-

present) and formerly, a Director of John Hancock Signature Services
(1992-2001).

Charles A. Rizzo (47), Treasurer of each Fund since 11/20/02. Mr. Rizzo is also
a Managing Director of Deutsche Asset Management (February 2004-present) and
formerly, Director of Deutsche Asset Management (2000-2004); Vice President and
Fund Accounting Department Head of BT Alex. Brown Incorporated (now Deutsche
Bank Securities Inc.) (1998-1999); and a Senior Manager of Coopers & Lybrand
L.L.P. (now PricewaterhouseCoopers LLP) (1993-1998).

Salvatore Schiavone (38), Assistant Treasurer of each Fund since 5/14/03. Mr.
Schiavone is also a Director of Deutsche Asset Management.

Kevin M. Gay (45), Assistant Treasurer of each Fund since 5/12/04. Mr. Gay is
also a Vice President of Deutsche Investment Management Americas (2002-present)
and formerly, a Vice President and Director of PFPC, Inc. or its predecessor
organization (1994-2002).

Kathleen Sullivan D'Eramo (47), Assistant Treasurer of each Fund since 5/14/03.
Ms. D'Eramo is also a Director of Deutsche Asset Management.

John Millette (42), Secretary of each Fund since 9/26/01. Mr. Millette is also a
Director of Deutsche Asset Management.

Daniel O. Hirsch (50), Assistant Secretary of each Fund since 4/5/02. Mr. Hirsch
is also a Managing Director of Deutsche Asset Management (2002-present); a
Director of Deutsche Global Funds Ltd. (2002-present); and formerly, a Principal
of BT Alex. Brown Incorporated (now Deutsche Bank Securities Inc.) (1998-1999).

Caroline Pearson (42), Assistant Secretary of each Fund since 1/21/98. Ms.
Pearson is also a Managing Director of Deutsche Asset Management.

Lisa Hertz (34), Assistant Secretary of each Fund since 9/26/03. Ms. Hertz is
also a Vice President of Deutsche Asset Management.

The officers of each Fund are elected by the Board of each Fund on an annual
basis to serve until their successors are elected and qualified.

SHARE OWNERSHIP. As of December 31, 2004, each executive officer and Trustee of
each Fund individually, and the officers and Trustees as a group, owned
beneficially less than 1% of the outstanding shares of each Fund. Appendix 2
hereto lists the dollar range and amount of shares of each Fund owned directly
or beneficially owned by each Trustee of the Funds individually and as a group
with the executive officers of each Fund. As of December 31, 2004, the Trustees
and executive officers did not own any Preferred Shares of KTF or KSM. As of
December 31, 2004,

no person is known to any Fund to have owned beneficially more than 5% of any
class of shares of any Fund.

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 30(h) of the 1940
Act and Section 16(a) of the Securities Exchange Act of 1934 require each Fund's
officers and Trustees, the Advisor, affiliated persons of the Advisor and
persons who own more than ten percent of a registered class of the Fund's equity
securities to file forms reporting their affiliation with that Fund and reports
of ownership and changes in ownership of that Fund's shares with the Securities
and Exchange Commission (the "SEC") and the NYSE. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section 16(a)
forms they file. Based solely upon its review of the copies of such forms
received by it, and written representations from certain reporting persons that
no year-end reports were required for those persons, each Fund believes that
during the fiscal year ended November 30, 2004, all filings were timely.

INVESTMENT MANAGER. Deutsche Investment Management Americas Inc. ("DeIM" or the
"Advisor"), 345 Park Avenue, New York, New York 10154, serves as each Fund's
Advisor and manager pursuant to an investment management agreement. Deutsche
Asset Management Investment Services Ltd., One Appold Street, London, England,
serves as the subadviser for Scudder Multi-Market Income Trust and Scudder
Strategic Income Trust pursuant to subadvisory agreements with the Advisor.

Deutsche Asset Management ("DeAM") is the marketing name in the U.S. for the
asset management activities of Deutsche Bank AG, DeIM, Deutsche Asset Management
Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust
Company Americas and Scudder Trust Company. DeAM is a global asset management
organization that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office network that
reaches the world's major investment centers. This global investment platform
brings together a wide variety of experience and investment insight, across
industries, regions, asset classes and investing styles. DeIM is an indirect,
wholly-owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global
banking institution that is engaged in a wide range of financial services,
including investment management, mutual fund, retail, private and commercial
banking, investment banking and insurance.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR EACH FUND.

Each Board, including the Independent Trustees, has selected Ernst & Young LLP
("E&Y") to act as independent auditors to audit the books and records of each
Fund for the current fiscal year, and recommends that shareholders ratify such
selection. E&Y has served each Fund in this capacity since the Fund was
organized and has no direct or indirect financial interest in any Fund except as
independent auditors. The selection of E&Y as independent auditors of each Fund
is being submitted to the shareholders for ratification. A representative of E&Y
is expected to be present at the Meeting and will be available to respond to any
appropriate questions raised at the Meeting and may make a statement.

The following table shows fees billed by E&Y to each Fund during that Fund's two
most recent fiscal years: (i) for audit and non-audit services provided to the
Fund, and (ii) for engagements for non-audit services pre-approved by the Audit
Committee for the Advisor and certain entities controlling, controlled by, or
under common control with the Advisor that provide ongoing services to the Fund
(collectively, the "Advisor Entities"), which engagements relate directly to the
operations and financial reporting of the Fund. The Audit Committee of each
Board has reviewed whether E&Y's receipt of non-audit fees from the Fund, DeIM

and all Advisor Entities is compatible with maintaining E&Y's independence.

<Table>
<Caption>
AUDIT RELATED ALL OTHER
AUDIT FEES(1) FEES(2) TAX FEES(3) FEES(4)
------------- --------------- ----------------- ---------------
ADVISOR ADVISOR ADVISOR
NAME OF FUND FUND FUND ENTITIES FUND ENTITIES FUND ENTITIES
- ------------ ------------- ---- -------- ------ -------- ---- --------

Scudder High Income
Trust
2003............... $38,265 $0 $112,900 $6,666 $0 $0 $0
2004............... $41,613 $0 $281,500 $7,343 $0 $0 $0
Scudder Multi-Market
Income Trust
2003............... $38,266 $0 $112,900 $6,667 $0 $0 $0
2004............... $41,612 $0 $281,500 $7,343 $0 $0 $0
Scudder Municipal
Income Trust
2003............... $39,729 $0 $112,900 $6,925 $0 $0 $0
2004............... $42,391 $0 $281,500 $7,481 $0 $0 $0
Scudder Strategic
Municipal Income
Trust
2003............... $38,378 $0 $112,900 $6,687 $0 $0 $0
2004............... $41,478 $0 $281,500 $7,320 $0 $0 $0
Scudder Strategic
Income Trust
2003............... $37,983 $0 $112,900 $6,617 $0 $0 $0
2004............... $41,257 $0 $281,500 $7,281 $0 $0 $0
</Table>

- ---------------

(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of each Fund's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.

(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees." They were for
services in connection with an assessment of internal controls and
additional related procedures.

(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning. Fees billed were for tax compliance
and tax return preparation.

(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit
Committee must pre-approve (i) all services to be performed for the Fund by the
Fund's independent auditors and (ii) all non-audit services to be performed by
the Fund's independent auditors for the Advisor Entities with respect to
operations and financial reporting of the

Fund, except that the Chairman of the Audit Committee may grant the pre-approval
for non-audit services described in items (i) and (ii) above for non-prohibited
services for engagements of less than $100,000. All such delegated pre-approvals
shall be presented to the Audit Committee no later than the next Audit Committee
meeting.

All Non-Audit Fees. The table below shows the aggregate non-audit fees billed
by Ernst & Young LLP for services rendered to the Funds and to the Advisor
Entities for the two most recent fiscal years for each Fund. In assessing E&Y's
independence, the Audit Committee considers the opinions of Fund management.

<Table>
<Caption>
KHI KMM KTF KSM KST
---------- ---------- ---------- ---------- ----------

2003................. $3,766,351 $3,766,352 $3,766,610 $3,766,372 $3,766,302
2004................. $ 393,944 $ 393,944 $ 394,082 $ 393,921 $ 393,882
</Table>

E&Y recently advised the Audit Committee that various E&Y member firms provided
certain non-audit services to Deutsche Bank entities and affiliates
(collectively, the "DB entities") between 2003 and 2005 that raise issues under
the SEC auditor independence rules. The DB entities are within the "Investment
Company Complex" (as defined by SEC rules) and therefore covered by the SEC
auditor independence rules applicable to the Funds.

First, E&Y advised the Audit Committee that in connection with providing
permitted expatriate tax compliance services for DB entities during 2003 and
2004, member firms in China and Japan ("E&Y China" and "E&Y Japan,"
respectively) received funds from the DB entities that went into E&Y
"representative bank trust accounts" and were used to pay the foreign income
taxes of the expatriates. E&Y has advised the Audit Committee that handling
those funds was in violation of Rule 2-01 of Regulation S-X. (Rule
2-01(c)(4)(viii) provides that an accountant's independence is impaired if the
accountant has custody of assets of the audit client.)

Second, E&Y advised the Audit Committee that in connection with providing
monthly payroll services to employees of certain DB entities from May 2003 to
February 2005, a member firm in Chile ("E&Y Chile") received funds from the DB
entities that went into an E&Y trust account and were used to pay the net
salaries and social security taxes of executives of the DB entities. E&Y has
advised the Audit Committee that handling those taxes was in violation of Rule
2-01 of Regulation S-X.

Third, E&Y advised the Audit Committee that in connection with providing certain
services in assisting a DB entity with various regulatory reporting
requirements, a member firm in France ("E&Y France") entered into an engagement
with the DB entity that resulted in E&Y France staff functioning under the
direct responsibility and direction of a

DB entity supervisor. E&Y advised the Audit Committee that, although the
services provided were "permitted services" under Rule 2-01 of Regulation S-X,
the structure of the engagement was in violation of Rule 2-01 of Regulation S-X.
(Rule 2-01(c)(4)(vi) provides that an accountant's independence is impaired if
the accountant acts as an employee of an audit client.)

The Audit Committee was informed that E&Y China received approximately $1,500,
E&Y Japan received approximately $41,000, E&Y Chile received approximately
$11,724 and E&Y France received approximately $100,000 for the services they
provided to the DB entities. E&Y advised the Audit Committee that it conducted
an internal review of the situation and, in view of the fact that similar
expatriate tax compliance services were provided to a number of E&Y audit
clients unrelated to DB or the Funds, E&Y has advised the SEC and the PCAOB of
the independence issues arising from those services. E&Y advised the Audit
Committee that E&Y believes its independence as auditors for the Funds was not
impaired during the period the services were provided. In reaching this
conclusion, E&Y noted a number of factors, including that none of the E&Y
personnel who provided the non-audit services to the DB entities were involved
in the provision of audit services to the Funds, the E&Y professionals
responsible for the Funds' audits were not aware that these non-audit services
took place, and that the fees charged are not significant to E&Y overall or to
the fees charged to the Investment Company Complex. E&Y also noted that E&Y
China, E&Y Japan and E&Y Chile are no longer providing these services and that
the E&Y France engagement has been restructured.

MISCELLANEOUS

GENERAL. The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and Proxy Statement and all other costs in connection with
solicitation of proxies will be paid by the Funds, including any additional
solicitation made by letter, telephone, facsimile or made electronically. In
addition to solicitation by mail, certain officers and representatives of the
Funds, officers and employees of the Advisor and certain financial services
firms and their representatives, who will receive no extra compensation for
their services, may solicit proxies electronically, by telephone, by telegram or
personally. The Funds have engaged Georgeson Shareholder Communications Inc.
("GSC") to assist in the solicitation of proxies at a total estimated cost of
$9,500 per Fund plus expenses. Failure of a quorum to be present at the Meeting
for a Fund will necessitate adjournment for that Fund and will subject the Fund
to additional expenses. As the Meeting date approaches, certain shareholders of
each Fund may receive a telephone call from a representative of GSC if their
votes have not yet been received. Authorization to permit GSC to

execute proxies may be obtained by telephonic or electronically transmitted
instructions from shareholders of each Fund. Proxies that are obtained
telephonically or electronically will be recorded in accordance with the
procedures believed by the Funds to be reasonably designed to ensure that both
the identity of the shareholder casting the vote and the voting instructions of
the shareholder are accurately determined.

If a shareholder wishes to participate in the Meeting, but does not wish to give
a proxy by telephone or electronically, the shareholder may still submit the
proxy card(s) originally sent with this Proxy Statement or attend in person.
Should shareholders require additional information regarding the proxy or
replacement proxy card(s), they may contact GSC toll free at 1-800-561-3991. Any
proxy given by a shareholder is revocable until voted at the Meeting.

PROPOSALS OF SHAREHOLDERS. It is currently anticipated that the 2006 annual
meeting of shareholders will be held in May. A shareholder wishing to submit a
proposal for inclusion in a Fund's proxy statement for the 2006 annual meeting
of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934
should send such written proposal to the Secretary of the Fund within a
reasonable time before the solicitation of proxies for such meeting. A Fund will
treat any such proposal received no later than December 16, 2005 as timely. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) to a Fund of a proposal submitted outside of the process of Rule
14a-8 must submit such written notice to the Secretary of the Fund within a
reasonable time before the solicitation of proxies for such meeting. A Fund will
treat any such notice received no later than February 17, 2006 as timely. The
timely submission of a proposal, however, does not guarantee its inclusion under
either rule.

OTHER MATTERS TO COME BEFORE THE MEETING. The Boards are not aware of any
matters that will be presented for action at the Meeting other than those set
forth herein. Should any other matters requiring a vote of shareholders arise,
the proxy in the accompanying form will confer upon the person or persons
entitled to vote the shares represented by such proxy the discretionary
authority to vote the shares with respect to any such other matters.

VOTING, QUORUM. Each valid proxy will be voted in accordance with the
instructions on the proxy and as the persons named in the proxy determine on
such other business as may come before the Meeting. If no instructions are
given, the proxy will be voted in favor of each Item referred to in this Proxy
Statement. Shareholders who execute proxies may revoke them at any time before
they are voted, either by writing to the Fund or in person at the time of the
Meeting.

Item 1, election of Trustees for a Fund, requires a plurality vote of the shares
of such Fund voting at the Meeting. As noted previously, the holders of the
Preferred Shares of KTF and KSM, voting as a separate class for each respective
Fund, are entitled to elect two Trustees and the holders of the Common Shares
and Preferred Shares of KTF and KSM, voting together as a single class for each
Fund, are entitled to elect the seven remaining Trustees. Item 2, ratification
of the selection of independent auditors for a Fund, requires the affirmative
vote of a majority of the shares of the Fund voting at the Meeting. On Item 1,
abstentions and broker non-votes will have no effect; the persons receiving the
largest number of votes will be elected. On Item 2, abstentions and broker non-
votes will not be counted as votes cast and will have no effect on the result of
the vote.

At least 30% of the shares of a Fund must be present, in person or by proxy, in
order to constitute a quorum for that Fund. Thus, the meeting for a particular
Fund could not take place on its scheduled date if less than 30% of the shares
of that Fund were represented. In the event that the necessary quorum to
transact business is not present at the Meeting with respect to one or more
Funds, the persons named as proxies may vote those proxies that have been
received to adjourn the Meeting to a later date with respect to those Funds. In
the event that a quorum is present with respect to a Fund but sufficient votes
in favor of either Item have not been received, the persons named as proxies may
propose one or more adjournments of the Meeting as to that Fund to permit
further solicitation of proxies as to either Item. Any adjournment of the
Meeting with respect to one or more Funds for the further solicitation of
proxies as to either Item will require the affirmative vote of a majority of the
shares for such Fund present in person or by proxy at the session of the Meeting
to be adjourned. The persons named as proxies will vote those proxies they are
entitled to vote in their discretion as to any such adjournment. A shareholder
vote may be taken on either Item in this Proxy Statement prior to such
adjournment. Such vote will be considered final regardless of whether the
Meeting is adjourned for one or more Funds to permit additional solicitation
with respect to the other Item. For purposes of determining the presence of a
quorum for transacting business at the Meeting, abstentions and broker
"non-votes" will be treated as shares that are present but which have not been
voted. Broker non-votes are proxies received by a Fund from brokers or nominees
when the broker or nominee has not received instructions from the beneficial
owner or other persons entitled to vote. Accordingly, shareholders are urged to
forward their voting instructions promptly.

HOUSEHOLDING INFORMATION. Each Fund provides periodic reports to its
shareholders that highlight relevant information, including investment results
and a review of portfolio changes. In order to reduce the amount

of mail you receive and to help reduce expenses of the Funds, we generally send
a single copy of annual reports and proxy statements to each household. If you
do not want the mailing of these documents to be combined with those for other
members of your household, or if you are receiving multiple copies of these
documents and you want to request delivery of a single copy, please contact the
Advisor at (800) 621-1048, or write to the Advisor at 222 South Riverside Plaza,
Chicago, Illinois 60606.

A COPY OF A FUND'S ANNUAL REPORT IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY
WRITING TO SUCH FUND, 222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606 OR BY
CALLING (800) 621-1048.

THE BOARD OF EACH FUND RECOMMENDS AN AFFIRMATIVE VOTE ON ITEMS 1 AND 2.

PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) (OR TAKE ADVANTAGE
OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES) PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

By order of the Boards,

-s- John Millette
John Millette
Secretary

APPENDIX 1

SCUDDER FUNDS
(CHICAGO BOARD)

AUDIT COMMITTEE CHARTER
AS AMENDED, MARCH 9, 2005

I. PURPOSE

The Audit Committee is a committee of the Board of the Fund. Its primary
function is to assist the Board(1) in fulfilling certain of its
responsibilities. This Charter sets forth the duties and responsibilities of the
Audit Committee.

The Audit Committee serves as an independent and objective party to monitor the
Fund's accounting policies, financial reporting and internal control system, as
well as the work of the independent auditors. The Audit Committee assists Board
oversight of (1) the integrity of the Fund's financial statements; (2) the
Fund's compliance with legal and regulatory requirements;(2) (3) the independent
auditors' qualifications and independence; and (4) the performance of the Fund's
independent auditors. The Audit Committee also serves to provide an open avenue
of communication among the independent auditors, the Adviser's internal audit
department, Fund management, and the Board.(3)

- - Fund management has the primary responsibility to establish and maintain
systems for accounting, reporting and internal control.

- - The independent auditors have the primary responsibility to plan and implement
a proper audit, including consideration of the Fund's accounting, reporting
and internal control practices.

- ---------------

1 To the extent the Fund is organized as a Massachusetts business trust, any
references to "directors" or "board members" shall be deemed to mean
"trustees."

2 The Board has delegated to other committees oversight of various legal and
regulatory requirements. The Audit Committee's function is limited to the
activities set out in Section IV.

3 If the Fund is listed on the New York Stock Exchange, the Corporate Governance
Standards require the Audit Committee's charter to address, as one of the
Committee's purposes, that it assist Board oversight of "the performance of
the company's internal audit function." Since the Fund has no internal audit
function, this has not been included as one of the purposes of the Committee,
although the Committee does serve to provide an open avenue of communication
with the Adviser's internal audit department, and reviews the scope, resources
and findings and recommendations of the Adviser's internal audit department as
set forth in Section IV.B.2.
A1-1

The Audit Committee may have additional functions and responsibilities as deemed
appropriate by the Board and the Audit Committee.(4)

Although the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Fund's financial statements are complete and
accurate and have been prepared in accordance with generally accepted accounting
principles.

II. COMPOSITION

The Audit Committee shall be comprised of three or more board members as
determined by the Board, each of whom shall be an independent board member, and
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgment as a member of the Audit
Committee. For purposes of the Audit Committee, a board member is independent
if:

- - he or she is not an "interested person" of the Fund as that term is defined in
the Investment Company Act of 1940; and

- - he or she does not accept, directly or indirectly, any consulting, advisory,
or other compensatory fee from the Fund (except in the capacity as a Board or
committee member).

Each member of the Audit Committee shall be financially literate, as such
qualification is interpreted by the Board in its business judgment (or must
become financially literate within a reasonable time after his or her
appointment to the Audit Committee). The Audit Committee will review the
qualifications of its members and determine whether any of its members qualify
as an "audit committee financial expert"(5) as defined in

- ---------------

4 If the Fund is a listed closed-end investment company, the Audit Committee
also has as a purpose the preparation of an audit committee report to be
included in the annual proxy statement. This report is described in footnote
12.

5 An "audit committee financial expert" of a company is defined as a person who
has all of the following attributes: (1) an understanding of generally
accepted accounting principles ("GAAP") and financial statements; (2) the
ability to assess the general application of GAAP in connection with the
accounting for estimates, accruals and reserves; (3) experience preparing,
auditing, analyzing or evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable to
the breadth and complexity of issues that can reasonably be expected to be
raised by the company's financial statements, or experience actively
supervising one or more persons engaged in such activities; (4) an
understanding of internal controls and procedures for financial reporting; and
(5) an understanding of audit committee functions. An audit committee
financial expert must have acquired such attributes through any one or more of
the following: (1) education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor or
experience in one or more positions that involve the performance of similar
functions (or active supervision of such persons); or (2) experience
overseeing or assessing the performance of companies or public accountants
with respect to the preparation, auditing or evaluation of financial
statements; or (3) other relevant experience.
A1-2

Form N-CSR.(6) The Audit Committee will submit such determination to the Board
for its final determination.

The members and Chairman of the Audit Committee shall be elected by the Board
annually and serve until their successors shall be duly elected and qualified.

No member of the Audit Committee shall serve on the audit committee of three or
more public companies (or three or more investment company complexes) in
addition to his or her service on the Audit Committee of the Fund (excluding
service on the audit committees of other funds in the fund complex), unless the
Board determines that such simultaneous service would not impair the ability of
the Audit Committee member to serve effectively on the Audit Committee.

III. MEETINGS

The Audit Committee shall meet six times annually, or more frequently as
circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chairman or a majority of the members of the Audit Committee upon
reasonable notice to the other members of the Audit Committee.

As part of its job to foster open communication, the Audit Committee shall meet
annually with senior Fund management responsible for accounting and financial
reporting, the independent auditors, and representatives of the Adviser's
internal audit department in separate executive sessions to discuss any matters
that the Audit Committee, or any of such other persons, believes should be
discussed privately.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

A. Charter

Review this Charter, annually, and recommend changes, if any, to the
Board.

- ---------------

6 If the Fund is listed on the New York Stock Exchange, at least one member of
the Audit Committee must have accounting or related financial management
expertise, as the Board interprets such qualification in its business
judgment.
A1-3

B. Internal Controls

1. Review, annually, with Fund management and the independent
auditors:

(a) the organizational structure, reporting relationship,
adequacy of resources and qualifications of the senior Fund
management personnel responsible for accounting and financial
reporting; and

(b) their separate evaluation of the adequacy and effectiveness
of the Fund's system of internal controls, including those of
the Fund's service providers.

2. Review, with Fund management, the independent auditors and the
Adviser's internal audit department:

(a) the Adviser's internal audit department's internal audit
scope and plan related to the Fund's systems for accounting,
reporting and internal controls;

(b) the responsibilities, resources and staffing of the Adviser's
internal audit department with respect to the activities in
IV.B.2.(a) above; and

(c) any significant internal audit findings or recommendations
related to the Fund's systems for accounting, reporting and
internal controls and Fund management's response.

3. Establish procedures for the receipt, retention and treatment of
complaints received by the Fund and/or the Audit Committee
regarding accounting, internal accounting controls or auditing
matters and the confidential, anonymous submission by officers and
directors of the Fund or employees of the Adviser, principal
underwriter and any provider of accounting-related services to the
Fund of concerns regarding questionable accounting or auditing
matters.

4. Review, annually, with Fund management and the independent
auditors, policies for valuation of Fund portfolio securities, and
the frequency and magnitude of pricing errors.

C. Independent Auditors

1. Approve, and recommend to the Board, the appointment, retention or
termination of the independent auditors, and approve the fees and
other compensation to be paid to the independent auditors. Such
selection shall be pursuant to a

A1-4

written engagement letter approved by the Audit Committee, which
shall provide that:

(a) the Audit Committee shall be directly responsible for the
appointment, compensation, retention and oversight (such
oversight shall include resolving disagreements between Fund
management and the independent auditors regarding financial
reporting) of the independent auditors; and

(b) the independent auditors shall report directly to the Audit
Committee.

2. Pre-approve any engagement of the independent auditors to provide
any services to the Fund, including the fees and other compensation
to be paid to the independent auditors. Notwithstanding the above,
the independent auditors shall not perform any of the following
non-audit services for the Fund ("prohibited non-audit services"):

(a) bookkeeping or other services related to the accounting
records or financial statements of the Fund;

(b) financial information systems design and implementation;

(d) actuarial services;

(e) internal audit outsourcing services;

(f) management functions or human resources;

(g) broker or dealer, investment adviser, or investment banking
services;

(h) legal services and expert services unrelated to the audit;
and

(i) any other services that the Public Company Accounting
Oversight Board determines are impermissible.

3. Pre-approve any engagement of the independent auditors, including
the fees and other compensation to be paid to the independent
auditors, to provide any non-audit services to the Adviser (or any
"control affiliate"(7) of the Adviser provid-

- ---------------

7 "Control affiliate" means any entity controlling, controlled by, or under
common control with the Adviser.
A1-5

ing ongoing services to the Fund), if the engagement relates
directly to the operations and financial reporting of the Fund.

- The Chairman of the Audit Committee (or, in his absence, any
member of the Audit Committee) may grant the pre-approval
referenced in Sections IV.C. 2 and 3 above for non-prohibited
services for engagements of less than $100,000. All such
delegated pre-approvals shall be presented to the Audit
Committee no later than the next Audit Committee meeting.

- Pre-approval of non-audit services for the Fund pursuant to
Section IV.C. 2 above is not required, if:

(a) the aggregate amount of all non-audit services provided
to the Fund is less than 5% of the total fees paid by
the Fund to the independent auditors during the fiscal
year in which the non-audit services are provided; and

(b) the services were not recognized by Fund management at
the time of the engagement as non-audit services; and

(c) such services are promptly brought to the attention of
the Audit Committee by Fund management and the Audit
Committee approves them (which may be by delegation)
prior to the completion of the audit.

- Pre-approval of non-audit services for the Adviser (or any
affiliate of the Adviser providing ongoing services to the
Fund) pursuant to Section IV.C.3 above is not required,
if:

(i) the aggregate amount of all non-audit services
provided is less than 5% of the total fees paid by
the Fund, the Adviser and any "control affiliate"
of the Adviser providing ongoing services to the
Fund to the independent auditors during the fiscal
year in which the non-audit services are provided;

(ii) the services were not recognized by Fund
management at the time of the engagement as
non-audit services; and

(iii) such services are promptly brought to the
attention of the Audit Committee by Fund
management and the Audit Committee ap-

A1-6

proves them (which may be by delegation) prior to
the completion of the audit.

4. On an annual basis, request, receive in writing and review a report
by the independent auditors describing:

(a) the independent auditors' internal quality-control
procedures;

(b) any material issues raised by the most recent internal
quality-control review, or peer review, of the independent
auditors, or by any inquiry or investigations by governmental
or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
independent auditors, and any steps taken to deal with any
such issues; and

(c) all relationships between the independent auditors and the
Fund, so as to assess the auditors' independence, including
identification of all relationships the independent auditors
have with the Fund and all significant relationships the
independent auditors have with the Adviser (and any "control
affiliate" of the Adviser) and any material service provider
to the Fund (including, but not limited to, disclosures
regarding the independent auditors' independence required by
Independence Standards Board Standard No. 1 and compliance
with the applicable independence provisions of Rule 2-01 of
Regulation S-X).

In assessing the auditors' independence, the Audit Committee shall
take into account the opinions of Fund management and the
Adviser's internal audit department. The Committee will present
its conclusions with respect to the independent auditors to the
Board, and recommend that the Board take appropriate action, if
any, in response to the independent auditors' report to satisfy
itself of the independent auditors' independence.

5. On an annual basis, review and evaluate the lead audit partner
(such review to include consideration of whether, in addition to
the regular rotation of the lead audit partner as required by law,
in order to assure continuing auditor independence, there should be
regular consideration of rotation of the firm serving as
independent auditors).

6. On an annual basis, meet with the independent auditors and Fund
management to review the arrangements for and scope

A1-7

of the proposed audit for the current year and the audit procedures
to be utilized.

7. Review the management letter prepared by the independent auditors
and Fund management's response.

D. Financial Reporting Processes

1. If the Fund is a listed closed-end investment company,

(a) review with Fund management and the independent auditors, the
Fund's audited financial statements and recommend to the
Board, if appropriate, that the audited financial statements
be included in the Fund's annual report to shareholders
required by Section 30(e) of the Investment Company Act of
1940 and Rule 30d-1 thereunder;

(b) review with Fund management and the independent auditors the
Fund's semi-annual financial statements; and

(c) review the Fund's policy and procedures with respect to
declaring dividends and issuing dividend announcements and
related press releases, as well as financial information and
dividend guidance provided to analysts and rating agencies.

2. Review with Fund management and the independent auditors the
matters that auditing professional standards require to be
communicated to the Audit Committee, including, but not limited to,
the matters required to be discussed by Statement on Auditing
Standards No. 61, including:

- the independent auditors' judgments about the quality, and not
just the acceptability, of the Fund's accounting principles as
applied in its financial reporting;

- the process used by Fund management in formulating estimates
and the independent auditors' conclusions regarding the
reasonableness of those estimates;

- all significant adjustments arising from the audit, whether or
not recorded by the Fund;

- when the independent auditors are aware that Fund management
has consulted with other accountants about significant
accounting and auditing matters, the independent auditors'
views about the subject of the consultation;

A1-8

- any disagreements with Fund management regarding accounting or
reporting matters;

- any difficulties encountered in the course of the audit,
including any restrictions on the scope of the independent
auditors' activities or on access to requested information; and

- significant deficiencies in the design or operation of internal
controls.

3. The independent auditors shall report, within 90 days prior to the
filing of the Fund's annual financial statements with the SEC, to
the Audit Committee:

(a) all critical accounting policies and practices to be used;

(b) all alternative treatments of financial information within
GAAP for policies and practices related to material items
that have been discussed with Fund management, the
ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent
auditor;

(c) other material written communications between the independent
auditors and Fund management including, but not limited to,
any management letter or schedule of unadjusted differences;
and

(d) all non-audit services provided to an entity in the
"investment company complex"(8) as defined in paragraph
(f)(14) of Rule 2-01 of Regulation S-X that were not
pre-approved by the Audit Committee.

4. Review, annually, with Fund management and the independent
auditors, the Fund's "disclosure controls and proce-

- ---------------

8 "Investment company complex" includes: (1) an investment company and its
investment adviser or sponsor; (2) any entity controlled by or controlling an
investment adviser or sponsor in (1) above, or any entity under common control
with any investment adviser or sponsor in (1) above if the entity: (A) is an
investment adviser or sponsor or (B) is engaged in the business of providing
administrative, custodian, underwriter, or transfer agent services to any
investment company, investment adviser, or sponsor; and (3) an investment
company or entity that would be an investment company but for the exclusions
provided by Section 3(c) of the 1940 Act that has an investment adviser or
sponsor included in (1) and (2) above. Investment adviser does not include a
subadviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser. Sponsor is an entity that
establishes a unit investment trust.
A1-9

dures"(9) and the Fund's "internal control over financial
reporting"(10) as defined in Rule 30a-3(c) and (d) under the
Investment Company Act of 1940.

5. Review with Fund management and the independent auditors a report
by Fund management covering any Form N-CSR and Form N-Q filed, and
any required certification of such filing, along with the results
of Fund management's most recent evaluation of the Fund's
"disclosure controls and procedures" and "internal control over
financial reporting."

E. Process Improvements

Review with the independent auditors and Fund management significant
changes or improvements in accounting and auditing processes that have
been implemented.

F. Legal and Compliance

1. Review any legal or regulatory matters that arise that could have a
material impact on the Fund's financial statements.

2. Review policies and procedures with respect to financial statement
risk assessment and risk management, including the

- ---------------

9 "Disclosure controls and procedures" means controls and other procedures of a
registered management investment company that are designed to ensure that
information required to be disclosed by the investment company on Form N-CSR
and Form N-Q is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an investment company in
the reports that it files or submits on Form N-CSR and Form N-Q is accumulated
and communicated to the investment company's management, including its
principal executive officer or officers and principal financial officer or
officers, or person performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.

10 "Internal control over financial reporting" is a process designed by, or
under the supervision of, the Fund's principal executive and principal
financial officers, or persons performing similar functions, and effected by
the Fund's Board, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP and
includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Fund;

2. Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and
that receipts and expenditures of the Fund are being made only in
accordance with authorization of management and directors of the Fund; and

3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Fund#s assets that
could have a material effect on the financial statements.
A1-10

steps Fund management has taken to monitor and control such risk
exposures.(11)

3. Establish clear hiring policies for the Fund with respect to
employees or former employees of the independent auditors.

G. Other Responsibilities

1. Review, annually, the performance of the Audit Committee.

2. If the Fund is a listed closed-end investment company, prepare a
report of the Audit Committee as required to be included in the
annual proxy statement.(12)

3. Investigate any other matter brought to its attention within the
scope of its duties, and have the authority in its discretion to
retain legal, accounting or other experts or consultants to advise
the Audit Committee, at the expense of the Fund, if, in the
Committee's judgment, that is appropriate.

4. Perform any other activities consistent with this Charter, the
Fund's Charter, By-Laws and governing law, as the Audit Committee
or the Board deems necessary or appropriate.

5. Maintain minutes of Committee meetings; report its significant
activities to the Board; and make such recommendations to the Board
as the Audit Committee may deem necessary or appropriate.

V. FUNDING

The Audit Committee shall receive appropriate funding, as determined by the
Audit Committee, for payment of (i) compensation to the independent auditors for
approved audit or non-audit services for the Fund; (ii) compensation to any
legal, accounting or other experts or consultants retained by the Audit
Committee pursuant to Section IV.G.3 above and (iii) ordinary administrative
expenses of the Audit Committee that are necessary or appropriate in carrying
out its duties.

- ---------------

11 The Board has delegated to other committees oversight related to investment
risks.

12 Item 306 of Regulation S-K requires each proxy statement relating to a
shareholder meeting at which directors are to be elected to include a report,
followed by the name of each Audit Committee member, stating whether: (1) the
Committee has reviewed and discussed the audited financial statements with
management, (2) the Committee has discussed with the independent auditors the
matters required to be discussed by SAS 61, (3) the Committee has received the
written disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, and has discussed with the
independent auditors their independence, and (4) based on the review and
discussions referred to in paragraphs (1) through (3), the Audit Committee
recommended to the Board that the audited financial statements be included in
the Fund's annual report to shareholders required by Section 30(e) of the
Investment Company Act of 1940 and Rule 30d-1 thereunder.
A1-11

APPENDIX 2

TRUSTEE/NOMINEE SHAREHOLDINGS

All of the Trustees own shares of funds in the Scudder Fund Complex, allocating
their investments among such funds based on their individual needs. The
following table sets forth, for each Trustee, as of December 31, 2004, the
number of shares beneficially owned in each Fund, the dollar range of securities
owned in each Fund, and the aggregate dollar range of all shareholdings in all
funds advised by DeIM for which such person is a board member. As of December
31, 2004, each Trustee individually, and the executive officers and Trustees as
a group, owned beneficially less than 1% of the outstanding shares of each Fund.

NON-INTERESTED PERSONS

<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF SECURITIES OWNED IN
NUMBER OF DOLLAR RANGE OF ALL FUNDS IN THE SCUDDER
NAME OF SHARES OWNED SECURITIES OWNED FUND COMPLEX OVERSEEN
TRUSTEE/NOMINEE IN EACH FUND IN EACH FUND BY TRUSTEE
- --------------- ------------ ------------------- ------------------------

Shirley D. KHI--0 None Over $100,000
Peterson,
Chairperson KMM--0 None
KSM--0 None
KST--0 None
KTF--0 None
John W. KHI--0 None Over $100,000
Ballantine,
Trustee KMM--0 None
KSM--0 None
KST--0 None
KTF--0 None
Donald L. Dunaway, KHI--0 None Over $100,000
Trustee KMM--0 None
KSM--0 None
KST--0 None
KTF--0 None
James R. Edgar, KHI--0 None Over $100,000*
Trustee KMM--0 None
KSM--0 None
KST--0 None
KTF--0 None
</Table>

- ---------------

* Reflects shadow shares held by Governor Edgar pursuant to the Deferred
Compensation Plan.

A2-1

Paul K. Freeman, KHI--0 None $1-$10,000(1)
Trustee KMM--0 None
KSM--0 None
KST--0 None
KTF--0 None
Robert B. Hoffman, KHI--0 None Over $100,000
Trustee KMM--0 None
KSM--0 None
KST--0 None
KTF--0 None
William McClayton, KHI--0 None $10,001-$50,000
Trustee KMM--0 None
KSM--0 None
KST--0 None
KTF--0 None
Robert H. Wadsworth, KHI--5,000 $10,001-$50,000 Over $100,000(2)
Trustee KMM--2,000 $10,001-$50,000
KSM--0 None
KST--3,800 $50,001-$100,000
KTF--1,000 $10,001-$50,000
</Table>

- ---------------

(1) Mr. Freeman owned over $100,000 in other funds within the Scudder fund
complex.

(2) Mr. Wadsworth was appointed to the Chicago Board on December 30, 2004. His
"Aggregate Dollar Range of Securities Owned in All Funds in the Scudder Fund
Complex Overseen by Trustee" is for all the funds overseen by Mr. Wadsworth
as a member of the New York Board and Germany Funds Board of the Scudder
Funds in 2004.

INTERESTED PERSON

<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF SECURITIES OWNED IN
NUMBER OF DOLLAR RANGE OF ALL FUNDS IN THE FUND
NAME OF SHARES OWNED SECURITIES OWNED COMPLEX OVERSEEN OR TO
TRUSTEE/NOMINEE IN EACH FUND IN EACH FUND BE OVERSEEN BY TRUSTEE
- --------------- ---------------- ---------------- ----------------------

William KHI--0 None Over $100,000
Shiebler,
Trustee KMM--0 None
KSM--0 None
KST--0 None
KTF--0 None
</Table>

A2-2

As of December 31, 2004, the Trustees and executive officers of the Funds as a
group owned beneficially the following shares of each Fund:

<Table>
<Caption>
SHARES
BENEFICIALLY
FUND OWNED(2)
- ---- ------------

KHI........................................................ 7,700
KMM........................................................ 3,200
KTF(1)..................................................... 1,500
KSM(1)..................................................... 400
KST........................................................ 5,100
</Table>

- ---------------

1 Common Shares

2 Includes shares held by Mr. John G. Weithers, an Independent Trustee, who will
retire from the Funds' Board, effective May 25, 2005.

A2-3

INSTRUCTIONS FOR VOTING YOUR PROXY

Scudder High Income Trust offers shareholders of record three alternative ways
of voting their proxies:

- By Telephone
- Through the Internet (using a browser)
- By Mail (traditional method)

Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had mailed your proxy card. We encourage you to use
these cost effective and convenient ways of voting.

TELEPHONE VOTING:

Available only until 4:00 p.m. Eastern time May 24, 2005.

- Call Toll-Free: 1-877-260-0394 on any touch-tone telephone to
authorize voting of your shares. You may call 24 hours a day, 7 days a
week. You will be prompted to follow simple instructions.
- Your vote will be confirmed and cast as you directed.

INTERNET VOTING:

Available only until 4:00 p.m. Eastern time on May 24, 2005.

- Visit the Internet voting Website at http://proxy.georgeson.com.
- Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen.
- You will incur only your usual Internet charges.

VOTING BY MAIL:

- Simply sign and date your proxy card and return it in the postage-paid
envelope.

-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- ------------------------------------------------------------------------------------------------------------------------------------

/X/ TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK
INK AS INDICATED AT LEFT

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. ALL MATTERS HAVE BEEN PROPOSED BY THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL ITEMS.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT FOR AGAINST ABSTAIN
1. To elect nine Trustees to / / / / / / 2. To ratify the selection of / / / / / /
the Board of the Fund: Ernst & Young LLP as the
Fund's independent
01) John W. Ballantine, 02) Donald L. Dunaway, auditors for the current
03) James R. Edgar, 04) Paul K. Freeman, fiscal year.
05) Robert B. Hoffman, 06) William McClayton,
07) Shirley D. Peterson, 08) William N. Shiebler,
09) Robert H. Wadsworth

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER ON THE
LINE PROVIDED BELOW.

- ------------------------------------------

ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS
DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A
PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED AS
RECOMMENDED BY THE BOARD OF TRUSTEES. ALL ABSTAIN
VOTES WILL BE COUNTED IN DETERMINING THE EXISTENCE
OF A QUORUM AT THE MEETING.

TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE
INSTRUCTIONS ABOVE.

Signature
------------------------------------------
Date
-----------------------------------------------
Signature (Joint)
----------------------------------
Date
-----------------------------------------------

Note: All registered owners of accounts shown above
must sign. Please sign exactly as your name appears
on this Proxy. If signing for a corporation, estate
or trust, please indicate your capacity or title.

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------

PROXY

SCUDDER HIGH INCOME TRUST
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS MAY 25, 2005

The signers of this proxy hereby appoint Daniel O. Hirsch, Philip J. Collora,
John Millette and Caroline Pearson, and each of them, attorneys and proxies,
with power of substitution in each, to vote all shares for the signers at the
Joint Annual Meeting of Shareholders to be held at the offices of Deutsche
Investment Management Americas Inc., 345 Park Avenue, New York, New York 10154
on May 25, 2005 at 11:00 a.m. Eastern time and at any adjournments or
postponements thereof, as specified herein and on any matters incident to the
conduct of this meeting or any other business that may properly come before this
meeting. I hereby revoke any and all proxies with respect to such shares
previously given by me. I acknowledge receipt of the Proxy Statement relating to
the Joint Annual Meeting.

This instruction may be revoked at any time prior to its exercise at the Joint
Annual Meeting by execution of a subsequent proxy card, by written notice to the
Fund's secretary or by voting in person at the Joint Annual Meeting.

YOUR VOTE IS NEEDED! IF NOT VOTING ELECTRONICALLY OR BY TELEPHONE, PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

If you have any questions regarding the execution of the proxy, please
call Georgeson Shareholder Communications Inc. at 800-561-3991.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

INSTRUCTIONS FOR VOTING YOUR PROXY

Scudder Multi-Market Income Trust offers shareholders of record three
alternative ways of voting their proxies:

- By Telephone
- Through the Internet (using a browser)
- By Mail (traditional method)

TELEPHONE VOTING:

Available only until 4:00 p.m. Eastern time May 24, 2005.

INTERNET VOTING:

Available only until 4:00 p.m. Eastern time on May 24, 2005.

VOTING BY MAIL:

- Simply sign and date your proxy card and return it in the postage-paid
envelope.

-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- ------------------------------------------------------------------------------------------------------------------------------------

/X/ TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK
INK AS INDICATED AT LEFT

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. ALL MATTERS HAVE BEEN PROPOSED BY THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL ITEMS.

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER ON THE
LINE PROVIDED BELOW.

- ------------------------------------------

TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE
INSTRUCTIONS ABOVE.

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------

PROXY

SCUDDER MULTI-MARKET INCOME TRUST
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS MAY 25, 2005

YOUR VOTE IS NEEDED! IF NOT VOTING ELECTRONICALLY OR BY TELEPHONE, PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

If you have any questions regarding the execution of the proxy, please call
Georgeson Shareholder Communications Inc. at 800-561-3991.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

INSTRUCTIONS FOR VOTING YOUR PROXY

Scudder Municipal Income Trust offers shareholders of record three alternative
ways of voting their proxies:

- By Telephone
- Through the Internet (using a browser)
- By Mail (traditional method)

TELEPHONE VOTING:

Available only until 4:00 p.m. Eastern time May 24, 2005.

- Call Toll-Free: 1-800-932-9931 on any touch-tone telephone to
authorize voting of your shares. You may call 24 hours a day, 7 days a
week. You will be prompted to follow simple instructions.
- Your vote will be confirmed and cast as you directed.

INTERNET VOTING:

Available only until 4:00 p.m. Eastern time on May 24, 2005.

VOTING BY MAIL:

- Simply sign and date your proxy card and return it in the postage-paid
envelope.

-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- ------------------------------------------------------------------------------------------------------------------------------------

/X/ TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK
INK AS INDICATED AT LEFT

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. ALL MATTERS HAVE BEEN PROPOSED BY THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL ITEMS.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT FOR AGAINST ABSTAIN
1. To elect seven Trustees to / / / / / / 2. To ratify the selection of / / / / / /
the Board of the Fund: Ernst & Young LLP as the
Fund's independent
01) John W. Ballantine, 02) Donald L. Dunaway, auditors for the current
03) James R. Edgar, 04) Paul K. Freeman, fiscal year.
05) Robert B. Hoffman, 06) William McClayton,
07) Shirley D. Peterson

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER ON THE
LINE PROVIDED BELOW.

- ------------------------------------------

TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE
INSTRUCTIONS ABOVE.

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------

PROXY

SCUDDER MUNICIPAL INCOME TRUST - COMMON SHARES
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS MAY 25, 2005

YOUR VOTE IS NEEDED! IF NOT VOTING ELECTRONICALLY OR BY TELEPHONE, PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

If you have any questions regarding the execution of the proxy, please call
Georgeson Shareholder Communications Inc. at 800-561-3991.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- ------------------------------------------------------------------------------------------------------------------------------------

/X/ TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK
INK AS INDICATED AT LEFT

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. ALL MATTERS HAVE BEEN PROPOSED BY THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL ITEMS.

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER ON THE
LINE PROVIDED BELOW.

- ------------------------------------------

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------

PROXY

SCUDDER MUNICIPAL INCOME TRUST - PREFERRED SHARES
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS MAY 25, 2005

YOUR VOTE IS NEEDED! PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED.

If you have any questions regarding the execution of the proxy, please call
Georgeson Shareholder Communications Inc. at 800-561-3991.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

INSTRUCTIONS FOR VOTING YOUR PROXY

Scudder Strategic Municipal Income Trust offers shareholders of record three
alternative ways of voting their proxies:

- By Telephone
- Through the Internet (using a browser)
- By Mail (traditional method)

TELEPHONE VOTING:

Available only until 4:00 p.m. Eastern time May 24, 2005.

INTERNET VOTING:

Available only until 4:00 p.m. Eastern time on May 24, 2005.

VOTING BY MAIL:

- Simply sign and date your proxy card and return it in the postage-paid
envelope.

-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- ------------------------------------------------------------------------------------------------------------------------------------

/X/ TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK
INK AS INDICATED AT LEFT

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. ALL MATTERS HAVE BEEN PROPOSED BY THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL ITEMS.

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER ON THE
LINE PROVIDED BELOW.

- ------------------------------------------

TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE
INSTRUCTIONS ABOVE.

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------

PROXY

SCUDDER STRATEGIC MUNICIPAL INCOME TRUST - COMMON SHARES
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS MAY 25, 2005

YOUR VOTE IS NEEDED! IF NOT VOTING ELECTRONICALLY OR BY TELEPHONE, PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

If you have any questions regarding the execution of the proxy, please call
Georgeson Shareholder Communications Inc. at 800-561-3991.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- ------------------------------------------------------------------------------------------------------------------------------------

/X/ TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK
INK AS INDICATED AT LEFT

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. ALL MATTERS HAVE BEEN PROPOSED BY THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL ITEMS.

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER ON THE
LINE PROVIDED BELOW.

- ------------------------------------------

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------

PROXY

SCUDDER STRATEGIC MUNICIPAL INCOME TRUST - PREFERRED SHARES
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS MAY 25, 2005

YOUR VOTE IS NEEDED! PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED.

If you have any questions regarding the execution of the proxy, please
call Georgeson Shareholder Communications Inc. at 800-561-3991.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

INSTRUCTIONS FOR VOTING YOUR PROXY

Scudder Strategic Income Trust offers shareholders of record three alternative
ways of voting their proxies:

- By Telephone
- Through the Internet (using a browser)
- By Mail (traditional method)

TELEPHONE VOTING:

Available only until 4:00 p.m. Eastern time May 24, 2005.

INTERNET VOTING:

Available only until 4:00 p.m. Eastern time on May 24, 2005.

VOTING BY MAIL:

- Simply sign and date your proxy card and return it in the postage-paid
envelope.

-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- ------------------------------------------------------------------------------------------------------------------------------------

/X/ TO VOTE, MARK BLOCKS
BELOW IN BLUE OR BLACK
INK AS INDICATED AT LEFT

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. ALL MATTERS HAVE BEEN PROPOSED BY THE FUND.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL ITEMS.

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER ON THE
LINE PROVIDED BELOW.

- ------------------------------------------

TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE
INSTRUCTIONS ABOVE.

PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------

PROXY

SCUDDER STRATEGIC INCOME TRUST
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS MAY 25, 2005

YOUR VOTE IS NEEDED! IF NOT VOTING ELECTRONICALLY OR BY TELEPHONE, PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

If you have any questions regarding the execution of the proxy, please
call Georgeson Shareholder Communications Inc. at 800-561-3991.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)