EX-99.B.1 8 y16611exv99wbw1.txt EX-99.B.1: TERMINANTION, REPLACEMENT AND RESTATEMENT AGREEMENT EXECUTION VERSION CERTAIN MUTUAL FUNDS MANAGED BY DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT DATED AS OF APRIL 7, 2005 RELATING TO CREDIT AGREEMENT DATED AS OF APRIL 11, 2002 1,100,000,000 CREDIT FACILITY JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT J. P. MORGAN SECURITIES INC., LEAD ARRANGER AND BOOKRUNNER STATE STREET BANK AND TRUST CO., LLOYDS TSB BANK PLC AND CALYON NEW YORK BRANCH, CO-SYNDICATION AGENTS TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this "TRR AGREEMENT") dated as of April 7, 2005, among (i) the undersigned registered investment companies (each, a "FUND", and collectively, the "FUNDS"), each of which is executing this TRR Agreement on behalf of itself, or, if applicable, certain of its investment portfolios set forth beneath such Fund's name on the signature pages hereon (each of which Funds or investment portfolios, as the case may be, is, individually, a "BORROWER" and collectively, the "BORROWERS"), (ii) the several banks and other financial institutions from time to time parties to this TRR Agreement (as defined below, the "LENDERS") and (iii) JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT"); WHEREAS, certain of the Borrowers, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of April 11, 2002 (as amended, including without limitation as amended by that certain Termination, Replacement and Restatement Agreement dated as of April 10, 2003, that certain Termination, Replacement and Restatement Agreement dated as of April 8, 2004 (the "ORIGINAL CLOSING DATE") and that certain Designation of New Borrower and Amendment to Credit Agreement dated February 15, 2005, the "ORIGINAL CREDIT AGREEMENT"); WHEREAS, the Original Credit Agreement is to be terminated as provided herein; and WHEREAS, the Lenders and the Administrative Agent are willing, subject to the terms and conditions of this TRR Agreement, to replace the Original Credit Agreement with a new credit agreement as provided herein. NOW, THEREFORE, in consideration of the mutual agreements contained in this TRR Agreement and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. TERMINATION, REPLACEMENT AND RESTATEMENT. Subject to the conditions set forth in Section 3 hereof: (a) The Original Credit Agreement, including all schedules and exhibits thereto, is hereby terminated, subject to applicable provisions set forth therein as to the survival of certain rights and obligations, and simultaneously replaced by a new credit agreement (the "NEW CREDIT AGREEMENT") identical in form and substance to the Original Credit Agreement except as expressly set forth below. (The terms of such Original Credit Agreement, a copy of which is attached hereto as Exhibit A, shall be deemed to be incorporated by reference herein, but modified as expressly set forth below.) Capitalized terms used but not defined herein shall have the meanings given them in the New Credit Agreement. (b) The preamble of the New Credit Agreement shall read as follows: "AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 7, 2005 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") among (i) the registered investment companies listed on Schedule I hereto (each, a "Fund", and collectively, the "Funds"), each of which is executing this Agreement on behalf of itself, or, if applicable, certain of its respective investment portfolios set forth beneath such Fund's name on Schedule I hereto (each of which Funds or investment portfolios, as the case may be, is, individually, a "Borrower" and, collectively, the "Borrowers"), (ii) the several banks and other financial institutions from time to time parties to this Agreement (the "Lenders") and (iii) JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as a Lender and as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent");" (c) Section 1 (Defined Terms) of the New Credit Agreement shall be amended or added as follows: (i) The definition of "Aggregate Commitment shall be amended and restated to read in its entirety as follows: "`Aggregate Commitment': the total of all Commitments of all Lenders, as may be reduced from time to time in the accordance with the terms of this Agreement. On the Closing Date at the time of closing, the Aggregate Commitment shall be equal to $1,100,000,000." (ii) The following definition shall be added in its properly alphabetical order: "`JPMorgan Chase': JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank). (iii) The definition of "Termination Date" shall be amended and restated to read in its entirety as follows: "`Termination Date': April 6, 2006, or such earlier date on which the Commitments shall terminate as provided herein." (d) Section 2.3(a) (Fees) of the New Credit Agreement shall be amended and restated to read in its entirety as follows: "2.3 Fees. (a) Each Borrower severally, and neither jointly nor jointly and severally, agrees to pay to the Administrative Agent for the account of each Lender such Borrower's Pro Rata Allocation (as adjusted from time to time in accordance with the terms hereof) of a commitment fee ("Commitment Fee") during the period which shall begin on the first day of the Commitment Period and shall extend to the Termination Date, which Commitment Fee shall be a quarterly fee, computed at the rate of 0.08% per annum on the average daily amount of the Available Commitments during each calendar quarter. Such Commitment Fee shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Termination Date, 2 commencing on the first of such dates to occur after the date hereof. Solely for the purpose of calculating the Commitment Fee, Swing Line Loans will not be deemed a utilization of the Aggregate Commitments of all Lenders." (e) Section 9.10(b)(i) of the New Credit Agreement shall be amended and restated to read in its entirety as follows: (b)(i) For purposes of this Section, "Confidential Information" shall mean all information received from any of the Funds, the Borrowers or Deutsche IMA relating to any of them or their business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis other than as a result of a breach of this Agreement. Each of the Administrative Agent and each Lender agrees to maintain the confidentiality of, and not to use the Confidential Information (including by disclosing, trading or making investment recommendations based on the Confidential Information), provided however, that Confidential Information may be disclosed (i) to its and its Affiliates' directors, officers, employees and agents, including without limitation accountants, legal counsel and other advisors for purposes relating to the transactions contemplated by this Agreement or for conducting legitimate audits (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and will have agreed to keep such Confidential Information confidential), (ii) to the extent requested by any legal or regulatory authority having or claiming jurisdiction over such Person, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement for purposes relating to the transactions contemplated hereby, (v) in connection with (but only as such Confidential Information relates to) (x) the exercise of any remedies hereunder or (y) any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 9.10, to any Assignee or Participant or any prospective Assignee or Participant, or any actual or proposed contractual counterparty (or its advisors) to any securitization, hedge, or other derivative transaction relating to the parties' obligations hereunder, which executes such agreement, or (vii) with the consent of the Borrowers. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. (f) SCHEDULES I, II, III AND IV of the New Credit Agreement shall be in the form of SCHEDULES I, II, III AND IV to this TRR Agreement. 3 (g) Each of the Administrative Agent, the Lenders and the Borrowers acknowledge that the following borrowers (the "NEW BORROWERS") were not parties to the Original Credit Agreement: Scudder Commodity Securities Fund (a portfolio of SCUDDER INSTITUTIONAL FUNDS) Scudder Lifecycle Long Fund (a portfolio of SCUDDER ADVISOR FUNDS III) Scudder Lifecycle Mid Fund (a portfolio of SCUDDER ADVISOR FUNDS) Scudder Lifecycle Short Fund (a portfolio of SCUDDER ADVISOR FUNDS) For the avoidance of doubt, each reference to "Borrower" or "Borrowers" in the New Credit Agreement shall be deemed to include the New Borrowers, and each of the New Borrowers agrees to be bound by the terms and conditions of the New Credit Agreement in all respects as a Borrower thereunder; PROVIDED, HOWEVER, that no New Borrower shall be liable, solely by execution of this TRR Agreement, for any obligation incurred by the Borrowers or any individual Borrower before the Effective Date (as defined herein). SECTION 2. REPRESENTATIONS AND WARRANTIES. To induce the Administrative Agent and the Lenders to enter into this TRR Agreement and to make the Loans (as defined in the New Credit Agreement), each Fund on behalf of itself and each Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows (it being agreed that each Fund represents and warrants only to matters with respect to itself and, if applicable, each investment portfolio thereof that is a Borrower, and each Borrower represents and warrants only to matters with respect to itself): (a) This TRR Agreement and the New Credit Agreement have been duly authorized and, in the case of this TRR Agreement, executed and delivered by it and constitute its legal, valid and binding obligations enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (b) The representations and warranties set forth in Section 3 of the New Credit Agreement are true and correct in all material respects on the date hereof with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) Before and after giving effect to this TRR Agreement, no Default has occurred and is continuing. 4 SECTION 3. CONDITIONS TO EFFECTIVENESS. This TRR Agreement and the New Credit Agreement, including the agreement of each Lender to make Loans thereunder, shall become effective as of the date hereof (the "EFFECTIVE DATE") upon the occurrence of the following conditions precedent (which shall be deemed to satisfy Section 4.1 of the New Credit Agreement): (a) The Administrative Agent shall have received counterparts of this TRR Agreement which, when taken together, bear the signatures of all the parties hereto. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of counsel for the Borrowers referring to this TRR Agreement and the New Credit Agreement, (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such other matters relating to this TRR Agreement and the transactions hereunder and under the New Credit Agreement as the Administrative Agent or its counsel shall reasonably request, and the Borrowers hereby instruct their counsel to deliver such opinion. (c) All legal matters incident to this TRR Agreement, the New Credit Agreement and the borrowings and extensions of credit hereunder shall be satisfactory to the Lenders and to Pryor Cashman Sherman & Flynn LLP, counsel for the Administrative Agent. (d) The Administrative Agent shall have received on the date hereof: (i) a certificate of the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of each Fund dated the date hereof and certifying that attached thereto are true and correct copies of the following: (A) resolutions duly adopted by the Board of Trustees or Directors, as the case may be, of each such Fund on its own behalf or, if applicable, on behalf of each investment portfolio thereof that is a Borrower, authorizing this TRR Agreement and the execution, delivery and performance of this TRR Agreement and the borrowings under the New Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; (B) if not a party to the Original Credit Agreement, each Fund's Declaration of Trust or Articles of Incorporation, as the case may be, or if a party to the Original Credit Agreement, any amendments since the Original Closing Date to such Fund's Declaration of Trust or Articles of Incorporation, as the case may be; (C) if not a party to the Original Credit Agreement, each Fund's By-laws, or if a party to the Original Credit Agreement, any amendments since the Original Closing Date to such Fund's By-laws; (D) if not a party to the Original Credit Agreement, each Fund's Investment Management Agreement, or if a party to the Original Credit Agreement, any amendments since the Original Closing Date to such Fund's Investment Management Agreement; (E) if not a party to the Original Credit Agreement, each Fund's Custodian Agreement, or if a party to the Original Credit Agreement, any amendments since the Original Closing Date to such Fund's Custodian Agreement; (F) each Fund's most recent Prospectus; (G) each Fund's most recent 5 Statement of Additional Information; (H) each Fund's most recent annual financial report; and (I) each Fund's most recent semi-annual financial report; (ii) a certificate of the Secretary or Assistant Secretary of each Fund dated the date hereof and certifying as to the incumbency and specimen signature of each officer executing this TRR Agreement, the New Credit Agreement or any other document delivered in connection herewith on behalf of each such Fund; (iii) a certificate of another officer as to the incumbency and specimen signature of the officer executing the certificates pursuant to (ii) above; and (iv) such other documents as the Lenders or counsel for the Administrative Agent may reasonably request. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out-of pocket expenses required to be reimbursed or paid by the Borrowers or Funds hereunder. SECTION 4. APPLICABLE LAW. THIS TRR AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. SECTION 5. COUNTERPARTS. This TRR Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. SECTION 6. EXPENSES. Each Borrower agrees, severally and neither jointly nor jointly and severally, to reimburse the Administrative Agent, in accordance with such Borrower's Pro Rata Allocation (as defined in the New Credit Agreement), for the Administrative Agent's out-of-pocket expenses in connection with this TRR Agreement not yet paid pursuant to Section 3(e) hereof, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 6 SECTION 7. WAIVER. The Lenders hereby acknowledge that the following Borrowers under the Original Credit Agreement transferred all of their assets and liabilities to certain of their Affiliates during the term thereof: Scudder Asset Management Portfolio Scudder Asset Management Portfolio II Scudder Asset Management Portfolio III The Lenders hereby waive any violation of Sections 6.5 or 6.8 of the Original Credit Agreement which may have arisen as a result of the events described in this Section 7, except with respect to any potential violations of the 1940 Act or other Applicable Law. [Remainder of page intentionally blank; signature pages follow.] 7 IN WITNESS WHEREOF, the parties hereto have caused this TRR Agreement to be duly executed by their respective authorized officers as of the day and year first written above. JPMORGAN CHASE BANK, N.A. as Administrative Agent and as a Lender By:____________________________ Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER CASH INVESTMENT TRUST; SCUDDER FUNDS TRUST, on behalf of Scudder Short Term Bond Fund; SCUDDER INCOME TRUST, on behalf of Scudder GNMA Fund; INVESTMENT TRUST, on behalf of Scudder Growth and Income Fund, Scudder Large Company Growth Fund, Scudder Small Company Stock Fund, and Scudder Capital Growth Fund; SCUDDER PORTFOLIO TRUST, on behalf of Scudder Income Fund; SCUDDER MUTUAL FUNDS, INC., on behalf of Scudder Gold and Precious Metals Fund; SCUDDER U.S. TREASURY MONEY FUND; SCUDDER SECURITIES TRUST, on behalf of Scudder Development Fund, Scudder Health Care Fund, and Scudder Small Company Value Fund; SCUDDER TAX FREE MONEY FUND; SCUDDER MONEY MARKET TRUST, on behalf of Scudder Money Market Series; SCUDDER PATHWAY SERIES, on behalf of Pathway Moderate Portfolio, Pathway Conservative Portfolio, Pathway Growth Plus Portfolio, and Pathway Growth Portfolio; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER VARIABLE SERIES I, on behalf of Balanced Portfolio, Bond Portfolio, Capital Growth Portfolio, Global Discovery Portfolio, Growth and Income Portfolio, International Portfolio, Money Market Portfolio, 21st Century Growth Portfolio, and Health Sciences Portfolio; SCUDDER MUNICIPAL TRUST, on behalf of Scudder Managed Municipal Bond Fund, and Scudder High Yield Tax Free Fund; GLOBAL/INTERNATIONAL FUND, INC., on behalf of Scudder Emerging Markets Income Fund, Scudder Global Fund, Scudder Global Bond Fund, and Scudder Global Discovery Fund; SCUDDER STATE TAX FREE TRUST, on behalf of Scudder Massachusetts Tax Free Fund; SCUDDER TAX FREE TRUST, on behalf of Scudder Intermediate Tax/AMT Free Fund; VALUE EQUITY TRUST, on behalf of Scudder Select 500 Fund, and Scudder Tax Advantaged Dividend Fund; SCUDDER INTERNATIONAL FUND, INC., on behalf of Scudder Emerging Markets Fund (formerly Scudder Emerging Markets Growth Fund), Scudder Greater Europe Fund (formerly Scudder Greater Europe Growth Fund), Scudder International Fund, Scudder Latin America Fund, and Scudder Pacific Opportunities Fund; THE BRAZIL FUND, INC.; THE KOREA FUND, INC.; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER NEW ASIA FUND, INC.; SCUDDER GLOBAL HIGH INCOME FUND, INC. SCUDDER GLOBAL COMMODITIES STOCK FUND, INC. CASH ACCOUNT TRUST, on behalf of Money Market Portfolio, Government & Agency Securities Portfolio, and Tax-Exempt Portfolio; CASH EQUIVALENT FUND, on behalf of Money Market Portfolio, Government & Agency Securities Portfolio, and Tax-Exempt Portfolio; INVESTORS CASH TRUST, on behalf of Government & Agency Securities Portfolio, and Treasury Portfolio; INVESTORS MUNICIPAL CASH FUND, on behalf of Investors Florida Municipal Cash Fund, Investors New Jersey Municipal Cash Fund, Investors Michigan Municipal Cash Fund, Investors Pennsylvania Municipal Cash Fund, and Tax-Exempt New York Money Market Fund; SCUDDER AGGRESSIVE GROWTH FUND; SCUDDER BLUE CHIP FUND; SCUDDER HIGH INCOME SERIES, on behalf of Scudder High Income Fund; SCUDDER PORTFOLIOS, on behalf of Scudder Cash Reserves Fund; SCUDDER STATE TAX-FREE INCOME SERIES, on behalf of Scudder CA Tax-Free Income Fund, and Scudder NY Tax-Free Income Fund; SCUDDER STRATEGIC INCOME FUND; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER TECHNOLOGY FUND; SCUDDER TOTAL RETURN FUND; SCUDDER U.S. GOVERNMENT SECURITIES FUND; SCUDDER FOCUS VALUE PLUS GROWTH FUND; TAX-EXEMPT CA MONEY MARKET FUND; SCUDDER MONEY FUNDS, on behalf of Scudder Money Market Fund, Scudder Government & Agency Money Fund, and Scudder Tax-Exempt Money Fund; SCUDDER YIELDWISE FUNDS, on behalf of Scudder YieldWise Money Fund, Scudder YieldWise Government & Agency Money Fund, and Scudder YieldWise Municipal Money Fund; SCUDDER EQUITY TRUST, on behalf of Scudder-Dreman Financial Services Fund; SCUDDER INVESTORS TRUST, on behalf of Scudder S&P 500 Stock Fund; SCUDDER TARGET FUND, on behalf of Scudder Target 2010 Fund, Scudder Target 2011 Fund, Scudder Target 2012 Fund, Scudder Target 2013 Fund, Scudder Target 2014 Fund (Formerly Scudder Retirement Fund - Series V), Scudder Retirement Fund - Series VI, and Scudder Retirement Fund - Series VII; SCUDDER VALUE SERIES, INC., on behalf of Scudder Large Cap Value Fund, Scudder-Dreman High Return Equity Fund, and Scudder-Dreman Small Cap Value Fund; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER VARIABLE SERIES II, on behalf of Scudder Aggressive Growth Portfolio, Scudder Blue Chip Portfolio, Scudder Large Cap Value Portfolio (formerly Scudder Contrarian Value Portfolio), Scudder Global Blue Chip Portfolio, Scudder Government & Agency Securities Portfolio, Scudder Growth Portfolio, Scudder High Income Portfolio, Scudder International Select Equity Portfolio, Scudder Fixed Income Portfolio, Scudder Money Market Portfolio, Scudder Small Cap Growth Portfolio, Scudder Strategic Income Portfolio, Scudder Technology Growth Portfolio, Scudder Total Return Portfolio, Scudder Conservative Income Strategy Portfolio, Scudder Growth and Income Strategy Portfolio, Scudder Growth Strategy Portfolio, Scudder Income and Growth Strategy Portfolio, Scudder Templeton Foreign Value Portfolio, Scudder Mercury Large Cap Core Portfolio, SVS Index 500 Portfolio, SVS Dreman Financial Services Portfolio, SVS Dreman High Return Equity Portfolio, SVS Dreman Small Cap Value Portfolio, SVS Janus Growth Opportunities Portfolio, SVS MFS Strategic Value Portfolio, SVS Invesco Dynamic Growth Portfolio, SVS Turner Mid Cap Growth Portfolio, SVS Oak Strategic Equity Portfolio, SVS Davis Venture Value Portfolio, SVS Eagle Focused Large Cap Growth Portfolio, SVS Janus Growth and Income Portfolio, and SVS Focus Value+Growth Portfolio; SCUDDER MUNICIPAL INCOME TRUST; SCUDDER STRATEGIC MUNICIPAL INCOME TRUST; SCUDDER INTERMEDIATE GOVERNMENT AND AGENCY TRUST; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER MG INVESTMENTS TRUST, on behalf of Scudder Fixed Income Fund, Scudder Short Duration Fund, Scudder Short Term Municipal Bond Fund, Scudder Micro Cap Fund, and Scudder International Select Equity Fund; SCUDDER ADVISOR FUNDS III, on behalf of Scudder Lifecycle Long Fund (former "feeder" to Scudder Asset Management Portfolio); SCUDDER CASH MANAGEMENT PORTFOLIO; SCUDDER EQUITY 500 INDEX PORTFOLIO; SCUDDER INTERNATIONAL EQUITY PORTFOLIO; SCUDDER TREASURY MONEY PORTFOLIO; SCUDDER INVESTMENTS VIT FUNDS, on behalf of Scudder Small Cap Index Fund, Scudder EAFE Index Fund, Scudder Equity 500 Index Fund; and Scudder Real Estate Securities Portfolio SCUDDER INVESTMENT PORTFOLIOS, on behalf of EAFE Equity Index Portfolio, PreservationPlus Income Portfolio, and US Bond Index Portfolio; SCUDDER ADVISOR FUNDS, on behalf of Lifecycle Mid Fund (former "feeder" to Scudder Asset Management Portfolio II), Lifecycle Short Fund (former "feeder" to Scudder Asset Management Portfolio III), Scudder Mid Cap Fund, NY Tax Free Money Fund Investment, Scudder Small Cap Fund, and Tax Free Money Fund Investment; SCUDDER INSTITUTIONAL FUNDS, on behalf of Daily Assets Fund Institutional, and Scudder Commodity Securities Fund; JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SCUDDER FLAG INVESTORS COMMUNICATIONS FUND, INC.; SCUDDER FLAG INVESTORS VALUE BUILDER FUND, INC.; SCUDDER FLAG INVESTORS EQUITY PARTNERS FUND, INC.; CASH RESERVE FUND, INC., on behalf of Prime Series, Treasury Series, and Tax-free Series; SCUDDER INVESTORS FUNDS, INC., on behalf of Scudder Japanese Equity Fund; SCUDDER RREEF SECURITIES TRUST, on behalf of RREEF Real Estate Securities Fund; SCUDDER RREEF REAL ESTATE FUND, INC.; and SCUDDER RREEF REAL ESTATE FUND II, INC. By: --------------------------- Name: Title*: *(The above-signed officer holds this office with each of the above-referenced funds) JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE STATE STREET BANK AND TRUST CO. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE CALYON NEW YORK BRANCH By: --------------------------- Name: Title: By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE LLOYDS TSB BANK PLC By: --------------------------- Name: Title: By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE BANK OF AMERICA, N.A. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE CITIBANK, N.A. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE HSBC BANK USA, NATIONAL ASSOCIATION By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SOCIETE GENERALE NEW YORK BRANCH By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE BANK OF MONTREAL By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE THE ROYAL BANK OF SCOTLAND PLC By: Greenwich Capital Markets, Inc., as agent for The Royal Bank of Scotland plc By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE BNP PARIBAS By: --------------------------- Name: Title: By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE MELLON BANK N.A. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE NATIONAL AUSTRALIA BANK LTD. By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: --------------------------- Name: Title: By: --------------------------- Name: Title: JPMORGAN CHASE/DEUTSCHE IMA APRIL 2005 TRR SIGNATURE PAGE SVENSKA HANDELSBANKEN By: --------------------------- Name: Title: By: --------------------------- Name: Title: SCHEDULE I
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION ------------- -------------- ---------- SCUDDER CASH INVESTMENT TRUST 300% 0.65% SCUDDER FUNDS TRUST Scudder Short Term Bond Fund 300% 0.83% SCUDDER INCOME TRUST Scudder GNMA Fund 300% 3.01% INVESTMENT TRUST Scudder Growth and Income Fund 300% 4.34% Scudder Large Company Growth Fund 300% 0.40% Scudder Small Company Stock Fund 300% 0.15% Scudder Capital Growth Fund 300% 1.04% SCUDDER PORTFOLIO TRUST Scudder Income Fund 300% 0.74% SCUDDER MUTUAL FUNDS, INC. Scudder Gold and Precious Metals Fund D 400% 0.48% SCUDDER U.S. TREASURY MONEY FUND 300% 0.18% SCUDDER SECURITIES TRUST Scudder Development Fund 300% 0.19% Scudder Health Care Fund 300% 0.20% Scudder Small Company Value Fund 300% 0.31% SCUDDER TAX FREE MONEY FUND 300% 0.19% SCUDDER MONEY MARKET TRUST Scudder Money Market Series 300% 8.33%
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DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION ------------- -------------- ---------- SCUDDER PATHWAY SERIES Pathway Moderate Portfolio D 500% 0.21% Pathway Conservative Portfolio D 500% 0.10% Pathway Growth Portfolio D 500% 0.20% Pathway Growth Plus Portfolio D 500% 0.01% SCUDDER VARIABLE SERIES I Balanced Portfolio 300% 0.11% Bond Portfolio 300% 0.15% Capital Growth Portfolio 300% 0.60% Global Discovery Portfolio 300% 0.21% Growth and Income Portfolio 300% 0.17% International Portfolio 300% 0.47% Money Market Portfolio 300% 0.05% 21st Century Growth Portfolio 300% 0.05% Health Sciences Portfolio 300% 0.11% SCUDDER MUNICIPAL TRUST Scudder Managed Municipal Bond Fund 300% 3.81% Scudder High Yield Tax Free Fund 300% 0.68% GLOBAL/INTERNATIONAL FUND, INC. Scudder Emerging Markets Income Fund D 400% 0.16% Scudder Global Fund 300% 0.69% Scudder Global Bond Fund 300% 0.16% Scudder Global Discovery Fund 300% 0.47% SCUDDER STATE TAX FREE TRUST Scudder Massachusetts Tax Free Fund 300% 0.43% SCUDDER TAX FREE TRUST Scudder Intermediate Tax/AMT Free Fund 300% 0.74% VALUE EQUITY TRUST Scudder Select 500 Fund 300% 0.09% Scudder Tax Advantaged Dividend Fund 300% 0.13%
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DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION ------------- -------------- ---------- SCUDDER INTERNATIONAL FUND, INC. Scudder Emerging Markets Fund (formerly D 400% 0.14% Scudder Emerging Markets Growth Fund) Scudder Greater Europe Fund (formerly Scudder 300% 0.32% Greater Europe Growth Fund) Scudder International Fund 300% 1.43% Scudder Latin America Fund D 400% 0.34% Scudder Pacific Opportunities Fund D 400% 0.09% THE BRAZIL FUND, INC. D 2000% 0.48% THE KOREA FUND, INC. D 2000% 0.98% SCUDDER NEW ASIA FUND, INC. D 2000% 0.12% SCUDDER GLOBAL HIGH INCOME FUND, INC. 300% 0.07% SCUDDER GLOBAL COMMODITIES STOCK FUND, INC. 300% 0.34% CASH ACCOUNT TRUST Money Market Portfolio 300% 3.39% Government & Agency Securities Portfolio 300% 1.63% Tax-Exempt Portfolio 300% 0.84% CASH EQUIVALENT FUND Money Market Portfolio 300% 0.05% Government & Agency Securities Portfolio 300% 0.02% Tax-Exempt Portfolio 300% 0.10% INVESTORS CASH TRUST Government & Agency Securities Portfolio 300% 0.40% Treasury Portfolio 300% 0.04%
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DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION ------------- -------------- ---------- INVESTORS MUNICIPAL CASH FUND Investors Florida Municipal Cash Fund 300% 0.01% Investors New Jersey Municipal Cash Fund 300% 0.01% Investors Michigan Municipal Cash Fund 300% 0.01% Investors Pennsylvania Municipal Cash Fund 300% 0.01% Tax-Exempt New York Money Market Fund 300% 0.01% SCUDDER AGGRESSIVE GROWTH FUND 300% 0.10% SCUDDER BLUE CHIP FUND 300% 0.55% SCUDDER HIGH INCOME SERIES Scudder High Income Fund 300% 2.14% SCUDDER PORTFOLIOS Scudder Cash Reserves Fund 300% 0.23% SCUDDER STATE TAX-FREE INCOME SERIES Scudder CA Tax-Free Income Fund 300% 0.80% Scudder NY Tax-Free Income Fund 300% 0.31% SCUDDER STRATEGIC INCOME FUND 300% 0.35% SCUDDER TECHNOLOGY FUND D 1000% 1.39% SCUDDER TOTAL RETURN FUND 300% 1.59% SCUDDER U.S. GOVERNMENT SECURITIES FUND 300% 2.58% SCUDDER FOCUS VALUE PLUS GROWTH FUND 300% 0.07% TAX-EXEMPT CA MONEY MARKET FUND 300% 0.10% SCUDDER MONEY FUNDS Scudder Money Market Fund 300% 2.80% Scudder Government & Agency Money Fund 300% 0.33% Scudder Tax-Exempt Money Fund 300% 0.51%
I-4
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION ------------- -------------- ---------- SCUDDER YIELDWISE FUNDS Scudder YieldWise Money Fund 300% 0.27% Scudder YieldWise Government & Agency Money 300% 0.08% Fund Scudder YieldWise Municipal Money Fund 300% 0.14% SCUDDER EQUITY TRUST Scudder-Dreman Financial Services Fund 300% 0.10% SCUDDER INVESTORS TRUST Scudder S&P 500 Stock Fund 300% 0.11% SCUDDER TARGET EQUITY FUND Scudder Target 2010 Fund 300% 0.05% Scudder Target 2011 Fund 300% 0.09% Scudder Target 2012 Fund 300% 0.07% Scudder Target 2013 Fund 300% 0.05% Scudder Target 2014 Fund (formerly Scudder 300% 0.05% Retirement Fund - Series V) Scudder Retirement Fund - Series VI 300% 0.03% Scudder Retirement Fund - Series VII 300% 0.02% SCUDDER VALUE SERIES, INC. Scudder Large Cap Value Fund 300% 1.87% Scudder-Dreman High Return Equity Fund 300% 5.03% Scudder-Dreman Small Cap Value Fund 300% 0.71%
I-5
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION ------------- -------------- ---------- SCUDDER VARIABLE SERIES II Scudder Aggressive Growth Portfolio 300% 0.05% Scudder Blue Chip Portfolio 300% 0.26% Scudder Large Cap Value Portfolio (formerly 300% 0.26% Scudder Large Cap Contrarian Portfolio) Scudder Global Blue Chip Portfolio 300% 0.06% Scudder Government and Agency Securities 300% 0.28% Portfolio Scudder Growth Portfolio 300% 0.26% Scudder High Income Portfolio 300% 0.38% Scudder International Select Equity Portfolio 300% 0.18% Scudder Fixed Income Portfolio 300% 0.24% Scudder Money Market Portfolio 300% 0.26% Scudder Small Cap Growth Portfolio 300% 0.20% Scudder Strategic Income Portfolio 300% 0.07% Scudder Technology Growth Portfolio D 2000% 0.20% Scudder Total Return Portfolio 300% 0.55% SVS Index 500 Portfolio 300% 0.33% SVS Dreman Financial Services Portfolio 300% 0.14% SVS Dreman High Return Equity Portfolio 300% 0.71% SVS Dreman Small Cap Value Portfolio 300% 0.45% SVS Janus Growth Opportunities Portfolio 300% 0.12% SVS MFS Strategic Value Portfolio 300% 0.04% SVS INVESCO Dynamic Growth Portfolio 300% 0.03% SVS Turner Mid Cap Growth Portfolio 300% 0.12% SVS Oak Strategic Equity Portfolio 300% 0.08% SVS Davis Venture Value Portfolio 300% 0.28% SVS Eagle Focused Large Cap Growth Portfolio 300% 0.10% SVS Janus Growth and Income Portfolio 300% 0.18% SVS Focus Value+Growth Portfolio 300% 0.10% Scudder Conservative Income Strategy Portfolio 300% 0.01% Scudder Growth and Income Strategy Portfolio 300% 0.02% Scudder Growth Strategy Portfolio 300% 0.03% Scudder Income and Growth Strategy Portfolio 300% 0.01% Templeton Foreign Value Portfolio 300% 0.01% Mercury Large Cap Core Portfolio 300% 0.01% SCUDDER MUNICIPAL INCOME TRUST 300% 0.41% SCUDDER INTERMEDIATE GOVERNMENT & AGENCY TRUST 300% 0.21%
I-6
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION ------------- -------------- ---------- SCUDDER STRATEGIC MUNICIPAL INCOME TRUST 300% 0.11% SCUDDER MG INVESTMENTS TRUST Scudder Fixed Income Fund D 1000% 0.92% Scudder Short Duration Fund 300% 0.16% Scudder Short Term Municipal Bond Fund 300% 0.71% Scudder Micro Cap Fund 300% 0.09% Scudder International Select Equity Fund 300% 0.89% SCUDDER ADVISOR FUNDS III Scudder Lifecycle Long Fund (former "feeder" 300% 0.67% to Scudder Asset Management Portfolio) SCUDDER CASH MANAGEMENT PORTFOLIO D 2000% 8.51% SCUDDER EQUITY 500 INDEX PORTFOLIO 300% 2.74% SCUDDER INTERNATIONAL EQUITY PORTFOLIO 300% 0.30% SCUDDER TREASURY MONEY PORTFOLIO D 2000% 0.45% SCUDDER INVESTMENTS VIT FUNDS Scudder Small Cap Index Fund 300% 0.38% Scudder EAFE Index Fund 300% 0.15% Scudder Equity 500 Index Fund 300% 0.69% Scudder Real Estate Securities Portfolio D 500% 0.03% SCUDDER INVESTMENT PORTFOLIOS EAFE Equity Index Portfolio 300% 0.24% PreservationPlus Income Portfolio 300% 1.28% US Bond Index Portfolio 300% 0.14%
I-7
DESIGNATED BORROWERS* & BORROWER ASSET BORROWER NAME COVERAGE RATIO ALLOCATION ------------- -------------- ---------- SCUDDER ADVISOR FUNDS Lifecycle Mid Fund (former "feeder" to 300% 0.04% Scudder Asset Management Portfolio II) Lifecycle Short Fund (former "feeder" to 300% 0.02% Scudder Asset Management Portfolio III) Scudder Mid Cap Fund 300% 0.80% NY Tax Free Money Fund Investment D 2000% 0.10% Scudder Small Cap Fund 300% 0.48% Tax Free Money Fund Investment D 2000% 0.11% SCUDDER INSTITUTIONAL FUNDS Daily Assets Fund Institutional D 1000% 2.66% Scudder Commodity Securities Fund 300% 0.01% SCUDDER FLAG INVESTORS COMMUNICATIONS FUND, INC. D 1000% 0.30% SCUDDER FLAG INVESTORS VALUE BUILDER FUND, INC. D 1000% 0.55% SCUDDER FLAG INVESTORS EQUITY PARTNERS FUND, INC. D 1000% 0.25% CASH RESERVE FUND, INC. Prime Series D 1000% 2.23% Treasury Series D 1000% 0.39% Tax-free Series D 1000% 0.77% SCUDDER INVESTORS FUNDS, INC. Japanese Equity Fund 300% 0.08% SCUDDER RREEF SECURITIES TRUST RREEF Real Estate Securities Fund D 500% 1.03% SCUDDER RREEF REAL ESTATE FUND, INC. D 500% 0.34% SCUDDER RREEF REAL ESTATE FUND II, INC. D 500% 0.62%
I-8 SCHEDULE II COMMITMENTS, ADDRESSES, ETC.
AMOUNT OF AMOUNT OF SWING LINE NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT -------------------------- ---------- ---------- JPMORGAN CHASE BANK $100,000,000 $0 270 Park Avenue, 15th Floor New York, New York 10017 Attn: Marybeth Mullen Tel: 212-270-5049 Fax: 212-270-0670 Email: marybeth.mullen@jpmorgan.com STATE STREET BANK AND TRUST CO. $125,000,000 $125,000,000 Lafayette Corporate Center Boston, MA 02211 Attn: John T. Daley Tel: 617-662-2312 Fax: 617-662-2325 Email: jtdaley@statestreet.com CALYON NEW YORK BRANCH $100,000,000 $0 1301 Avenue of The Americas New York, NY 10019-6022 Attn: Sebastian Rocco Tel: 212-261-7360 Fax: 212-261-3438 Email: rocco@clamericas.com LLOYDS TSB BANK PLC $100,000,000 $0 1251 Avenue of The Americas, 39th Floor New York, NY 10020 Attn: Matthew Tuck Tel: 212-930-8967 Fax: 212-930-5098 Email: mtuck@lloydstsb-usa.com BANK OF AMERICA, N.A. $70,000,000 $0 100 Federal Street Boston, MA 02110 Attn: Lawrence C. Bigelow Tel: 617-434-8868 Fax: 617-434-1096 Email: lcbigelow@bkb.com
II-1
AMOUNT OF AMOUNT OF SWING LINE NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT -------------------------- ---------- ---------- CITIBANK, N.A. $70,000,000 $0 388 Greenwich Street, 22nd Floor New York, NY 10013 Attn: Yoko Otani Tel: 212-816-3885 Fax: 212-793-5904 Email: yoko.otani@citigroup.com HSBC BANK USA, NATIONAL ASSOCIATION $70,000,000 $0 452 Fifth Avenue, Fifth Floor New York, NY 10017 Attn: Scott H. Buitekant Tel: 212-525-2571 Fax: 212-525-2479 Email: scott.h.buitekant@us.hsbc.com SOCIETE GENERALE NEW YORK BRANCH $70,000,000 $0 1221 6th Ave, 11th Floor New York, NY 10020 Attn: Dabney Treacy Tel: 212-278-7174 Fax: 212-278-7569 Email: dabney.treacy@us.socgen.com BANK OF MONTREAL $60,000,000 $0 115 South LaSalle Street, 12th Floor Chicago, IL 60603 Attn: Joseph W. Linder Tel: 312-750-3784 Fax: 312-750-6057 Email: joseph.linder@bmo.com THE ROYAL BANK OF SCOTLAND PLC $60,000,000 $0 101 Park Avenue New York, NY 10178 Attn: Diane Ferguson Tel: 212-401-3737 Fax: 212-401-3456 Email: diane.ferguson@rbos.com
II-2
AMOUNT OF AMOUNT OF SWING LINE NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT -------------------------- ---------- ---------- BNP PARIBAS $50,000,000 $0 787 Seventh Avenue New York, NY 10019 Attn: Barry K. Chung Tel: 212-841-2989 Fax: 212-841-2533 Email: barry.chung@americas. bnpparibas.com AUSTRALIA AND NEW ZEALAND BANKING GROUP $45,000,000 $0 LIMITED 1177 Avenue of the Americas, 6th Floor New York, NY 10036 Attn: Eileen Murphy Tel: (212) 801-9734 Fax: (212) 556-4833 Email: murphye@anz.com MELLON BANK N.A. $45,000,000 $0 One Mellon Center 500 Grant Street Pittsburgh, PA 15258-0001 Attn: Bart A. Rauluk Tel: 412-234-4371 Fax: 412-236-2650 Email: rauluk.ba@mellon.com NATIONAL AUSTRALIA BANK LTD. $45,000,000 $0 200 Park Avenue, 34th Floor New York, NY 10166 Attention: Richard Reilly Telephone: (212) 916-9620 Facsimile: (212) 986-5252 E-mail: rreilly@nabny.com NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW $45,000,000 $0 YORK BRANCH 1114 Avenue of the Americas New York, NY 10036 Attn: Rebecca Rahe Tel: 212-812-6871 Fax: 212-812-6860 Email: rebecca.rahe@nordlb.com
II-3
AMOUNT OF AMOUNT OF SWING LINE NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT -------------------------- ---------- ---------- SVENSKA HANDELSBANKEN $45,000,000 $0 875 Third Avenue New York, NY 10022-7218 Attn: H.N. Bacon Tel: 212-326-2726 Fax: 212-326-5151 Email: neba01@handelsbanken.se
II-4 EXHIBIT A ORIGINAL CREDIT AGREEMENT Incorporated herein by reference to Exhibit (b)(1) of the Schedule TO filed by The Korea Fund, Inc. on January 23, 2004.