PRES14A

                                  SCHEDULE 14A
                                 (RULE 14A-101)
                     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:

X        Preliminary Proxy Statement                 __ Confidential, for Use of
                                                        the Commission Only
                                                        (as permitted by
                                                        Rule 14a-6(e)(2))
__       Definitive Proxy Statement
__       Definitive additional materials
__       Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                         SCUDDER AGGRESSIVE GROWTH FUND
                             SCUDDER BLUE CHIP FUND
                           SCUDDER DYNAMIC GROWTH FUND
                           SCUDDER FLOATING RATE FUND
                         SCUDDER FOCUS VALUE+GROWTH FUND
                               SCUDDER GROWTH FUND
                            SCUDDER HIGH YIELD SERIES
                    SCUDDER INTERNATIONAL RESEARCH FUND, INC.
                             SCUDDER INVESTORS TRUST
                               SCUDDER PORTFOLIOS
                      SCUDDER STATE TAX-FREE INCOME SERIES
                          SCUDDER STRATEGIC INCOME FUND
                           SCUDDER TARGET EQUITY FUND
                             SCUDDER TECHNOLOGY FUND
                            SCUDDER TOTAL RETURN FUND
                     SCUDDER U.S. GOVERNMENT SECURITIES FUND

                (Name of Registrant as Specified in Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

X  No fee required.
__ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)  Title of each class of securities to which transaction applies:


(2)  Aggregate number of securities to which transaction applies:


(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):


(4)  Proposed maximum aggregate value of transaction:


(5)  Total fee paid:


__       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 identity 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.


(1)  Amount previously paid:


(2)  Form, Schedule or Registration Statement no.:


(3)  Filing Party:


(4)  Date Filed:

EX-99

                                                               February 25, 2002


                         SCUDDER AGGRESSIVE GROWTH FUND
                             SCUDDER BLUE CHIP FUND
                     SCUDDER CALIFORNIA TAX-FREE INCOME FUND
                           SCUDDER CASH RESERVES FUND
                           SCUDDER DYNAMIC GROWTH FUND
                           SCUDDER FLOATING RATE FUND
                      SCUDDER FLORIDA TAX-FREE INCOME FUND
                            SCUDDER FOCUS GROWTH FUND
                         SCUDDER FOCUS VALUE+GROWTH FUND
                               SCUDDER GROWTH FUND
                             SCUDDER HIGH-YIELD FUND
                      SCUDDER NEW YORK TAX-FREE INCOME FUND
                              SCUDDER RESEARCH FUND
                       SCUDDER RETIREMENT FUND - SERIES IV
                       SCUDDER RETIREMENT FUND - SERIES V
                       SCUDDER RETIREMENT FUND - SERIES VI
                      SCUDDER RETIREMENT FUND - SERIES VII
                           SCUDDER S&P 500 STOCK FUND
                          SCUDDER STRATEGIC INCOME FUND
                            SCUDDER TARGET 2010 FUND
                            SCUDDER TARGET 2011 FUND
                            SCUDDER TARGET 2012 FUND
                             SCUDDER TECHNOLOGY FUND
                            SCUDDER TOTAL RETURN FUND
                     SCUDDER U.S. GOVERNMENT SECURITIES FUND
                           SCUDDER WORLDWIDE 2004 FUND

                                 IMPORTANT NEWS
                          FOR SCUDDER FUND SHAREHOLDERS



         While we  encourage  you to read the full  text of the  enclosed  Proxy
Statement, here's a brief overview of some matters affecting your Fund that will
be the subject of a shareholder vote.



                          Q & A: QUESTIONS AND ANSWERS

Q.       WHAT IS HAPPENING?

A.       On December 3, 2001, Zurich Financial  Services  ("Zurich  Financial"),
         the majority owner of Zurich  Scudder  Investments,  Inc.,  your Fund's
         investment manager  ("Scudder"),  entered into a Transaction  Agreement
         with  Deutsche  Bank  AG  ("Deutsche  Bank").   Under  the  Transaction
         Agreement,  Deutsche  Bank will acquire 100% of Scudder,  not including
         certain U.K. operations, which will be retained by the Zurich Financial
         entities. Following this transaction (the "Transaction"),  Scudder will
         become part of Deutsche Asset Management and will change its name.

         As a result  of the sale of  Scudder  to  Deutsche  Bank,  your  Fund's
         investment  management agreement with Scudder will terminate.  In order
         for Scudder to continue  to serve as  investment  manager of your Fund,
         the  Fund's  shareholders  must  approve  a new  investment  management
         agreement.   The  enclosed   Proxy   Statement   gives  you  additional
         information on Deutsche Bank and the proposed new investment management
         agreement as well as certain other matters. You are being asked to vote
         on the new investment management agreement for your Fund as well as, if
         you are a  shareholder  of Scudder  Focus  Value+Growth  Fund,  Scudder
         Strategic Income Fund or Scudder  Worldwide 2004 Fund, new sub-advisory
         agreements. The Board members of your Fund, including those who are not
         affiliated  with your  Fund,  Scudder  or  Deutsche  Bank,  unanimously
         recommend  that  you  vote  FOR  the  approval  of the  new  investment
         management  agreement for your Fund and each other proposal  applicable
         to your Fund.

Q.       WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW INVESTMENT  MANAGEMENT
         AGREEMENT?

A.       The Investment Company Act of 1940, which regulates mutual funds in the
         United States such as your Fund, requires a shareholder vote to approve
         a new investment  management  agreement  whenever there is a "change in
         control" of a fund's investment  manager.  The proposed sale of Scudder
         to Deutsche  Bank will result in such a change of control and therefore
         requires shareholder approval of a new investment  management agreement
         with your Fund in order for Scudder to continue  serving as your Fund's
         investment manager.

Q.       HOW  WILL  THE  TRANSACTION  WITH  DEUTSCHE  BANK  AFFECT  ME AS A FUND
         SHAREHOLDER?

A.       Your  investment  in your  Fund  will not  change  as a  result  of the
         Transaction.  You will still own the same shares in the same Fund,  and
         the  value of your  investment  will  not  change  as a  result  of the
         Transaction  with  Deutsche  Bank.  Your Fund's  investment  management
         agreement  will  still  be  with  Scudder  and  the  terms  of the  new
         investment  management  agreement  are  substantially  identical to the
         terms of the current investment management  agreement,  except that, to
         the  extent  permissible,  pursuant  to the new  investment  management
         agreement Scudder would be authorized to adjust the duties,  the amount
         of assets to be managed and the fees paid to any  advisory  entity that
         Scudder  controls,  is controlled  by, or is under common control with,
         upon the approval of the board  members of your Fund,  including  those
         who are not  affiliated  with your Fund,  Scudder,  and Deutsche  Bank.
         Scudder,  though,  will be combined with and  integrated  into Deutsche
         Bank's investment management  organization and, as described more fully
         in the enclosed Proxy Statement, many of the personnel and resources of
         Deutsche Asset  Management will be involved in managing your Fund. Your
         Fund will continue to be branded and marketed as a "Scudder" fund.

Q.       WHAT WILL HAPPEN IF  SHAREHOLDERS  DO NOT  APPROVE  THE NEW  INVESTMENT
         MANAGEMENT AGREEMENT?

A.       If shareholders do not approve the new investment  management agreement
         and the  Transaction  with  Deutsche  Bank is  completed,  the  current
         investment  management  agreement  will terminate and your Fund's Board
         will take such action as it deems to be in the best  interests  of your
         Fund  and  its  shareholders,   including  entering   into  an  interim
         investment management agreement with Scudder. This is discussed in more
         detail in the enclosed Proxy  Statement under  "Information  Concerning
         the Transaction and Deutsche Bank" in Proposal 1.

Q.       WILL THE  INVESTMENT  MANAGEMENT  FEE RATE BE THE SAME UPON APPROVAL OF
         THE NEW INVESTMENT MANAGEMENT AGREEMENT?

A.       Yes, the investment  management fee rate  applicable to your Fund under
         the new investment  management  agreement is the same as that currently
         in effect, except that the rate paid by Scudder S&P 500 Stock Fund will
         be lower following the Transaction.

Q.       HOW DOES MY FUND'S BOARD RECOMMEND THAT I VOTE?

A.       After  careful  consideration,   the  members  of  your  Fund's  Board,
         including  those who are not  affiliated  with your  Fund,  Scudder  or
         Deutsche  Bank,  unanimously  recommend that you vote in favor of the
         new   investment   management   agreement.   The   reasons   for  their
         recommendation  are  discussed  in more  detail in the  enclosed  Proxy
         Statement under "Board  Recommendation"  and "Board  Considerations" in
         Proposal 1.

Q.       WILL MY FUND PAY FOR THE PROXY  SOLICITATION AND LEGAL COSTS ASSOCIATED
         WITH THIS TRANSACTION?

A.       No, neither you nor your Fund will bear any costs  associated  with the
         proposed Transaction. Scudder has agreed to bear these costs.

Q.       HOW CAN I VOTE MY SHARES?

A.       You may choose from one of the  following  options as described in more
         detail on the proxy card(s):

          o    by mail, using the enclosed proxy card(s) and return envelope;

          o    by telephone, using the toll free number on your proxy card(s);

          o    through the  Internet,  using the  website  address on your proxy
               card(s); or

          o    in person at the shareholder meeting.

Q.       WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE PROXY CARD?

A.       Because each Fund must vote separately, you are being sent a proxy card
         for each Fund  account  that you have.  Please  vote on all  applicable
         proposals shown on each proxy card that you receive.

Q.       WHOM  SHOULD  I  CALL  FOR  ADDITIONAL  INFORMATION  ABOUT  THIS  PROXY
         STATEMENT?

A.       Please  call   Georgeson   Shareholder   Communications,   your  Fund's
         information agent, at (866) 515-0333.








                                                               February 25, 2002

         Dear Shareholder:

         The  Zurich  Financial  Services  ("Zurich  Financial")  entities  that
currently own a majority of Zurich Scudder  Investments,  Inc.  ("Scudder") have
entered into a Transaction  Agreement  with Deutsche Bank AG ("Deutsche  Bank").
Under the Transaction Agreement, Deutsche Bank will acquire 100% of Scudder, not
including certain Scudder U.K. operations,  which will be retained by the Zurich
Financial entities (the "Transaction").  Following the Transaction, Scudder will
become part of  Deutsche  Asset  Management,  the  marketing  name in the United
States for the asset  management  activities of Deutsche Bank and certain of its
subsidiaries,  and will  change  its name.  Because  of the  Transaction,  it is
necessary  for the  shareholders  of each of the funds for which Scudder acts as
investment manager,  including your Fund, to approve a new investment management
agreement in order for Scudder to continue serving as investment manager.

         The following important facts about the Transaction are outlined below:

          o    The  Transaction  will have no effect on the number of shares you
               own or the value of those shares.

          o    The investment  management fee rate applicable to your Fund under
               the  new  investment  management  agreement  is the  same as that
               currently in effect, except that the rate paid by Scudder S&P 500
               Stock Fund will be lower following the Transaction.

          o   Your Fund's  investment  management  agreement  will still be with
              Scudder, and the terms of the new investment  management agreement
              will  be  substantially  identical  to the  terms  of the  current
              investment  management  agreement,  except  for  the  addition  of
              certain language that, to the extent permissible,  pursuant to the
              new investment management agreement Scudder would be authorized to
              adjust the duties, the amount of assets to be managed and the fees
              paid to any advisory entity that Scudder  controls,  is controlled
              by, or is under  common  control  with,  upon the  approval of the
              board members of your Fund, including those who are not affiliated
              with your Fund, Scudder, and Deutsche Bank.

          o    Scudder will be combined with and integrated into Deutsche Bank's
               investment management organization, and many of the personnel and
               resources  of  Deutsche  Asset  Management  will be  involved  in
               managing your Fund.

          o    The members of your  Fund's  Board,  including  those who are not
               affiliated  with  your  Fund,  Scudder  or  Deutsche  Bank,  have
               carefully  reviewed the proposed  Transaction  and  unanimously
               recommend  you  vote in favor  of the new  investment  management
               agreement.

         You are also being asked to approve  certain  other  matters  that have
been set forth in the Notice of Special Meetings of Shareholders.

         Please take the time to read the enclosed materials.

         The question  and answer  section that begins on the front cover of the
Proxy Statement discusses the proposals that require shareholder  approval.  The
Proxy Statement itself provides greater detail about the proposals, why they are
being made and how they apply to your Fund. The Board  recommends  that you read
the enclosed materials carefully and vote in favor of each proposal.

         To vote,  simply fill out the enclosed proxy card(s) -- be sure to sign
and date it -- and return it to us in the enclosed postage-paid envelope. If you
prefer,  you can save time by voting  through the  Internet or by  telephone  as
described  on the  enclosed  proxy  card(s).  Because all of the funds for which
Scudder acts as investment  manager are holding  shareholder  meetings regarding
these and other issues,  you may receive more than one proxy card. If so, please
vote each one.

         Your  vote is very  important  to us.  If we do not  hear  from  you by
[date], our proxy solicitor may contact you. Thank you for your response and for
your continued investment with Scudder.


Respectfully,


Mark S. Casady
President






PRELIMINARY COPY

                         SCUDDER AGGRESSIVE GROWTH FUND
                             SCUDDER BLUE CHIP FUND
                     SCUDDER CALIFORNIA TAX-FREE INCOME FUND
                           SCUDDER CASH RESERVES FUND
                           SCUDDER DYNAMIC GROWTH FUND
                           SCUDDER FLOATING RATE FUND
                      SCUDDER FLORIDA TAX-FREE INCOME FUND
                            SCUDDER FOCUS GROWTH FUND
                         SCUDDER FOCUS VALUE+GROWTH FUND
                               SCUDDER GROWTH FUND
                             SCUDDER HIGH-YIELD FUND
                      SCUDDER NEW YORK TAX-FREE INCOME FUND
                              SCUDDER RESEARCH FUND
                       SCUDDER RETIREMENT FUND - SERIES IV
                       SCUDDER RETIREMENT FUND - SERIES V
                       SCUDDER RETIREMENT FUND - SERIES VI
                      SCUDDER RETIREMENT FUND - SERIES VII
                           SCUDDER S&P 500 STOCK FUND
                          SCUDDER STRATEGIC INCOME FUND
                            SCUDDER TARGET 2010 FUND
                            SCUDDER TARGET 2011 FUND
                            SCUDDER TARGET 2012 FUND
                             SCUDDER TECHNOLOGY FUND
                            SCUDDER TOTAL RETURN FUND
                     SCUDDER U.S. GOVERNMENT SECURITIES FUND
                           SCUDDER WORLDWIDE 2004 FUND


                   NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS

         Please take notice that  Special  Meetings  of  Shareholders  (each,  a
"Meeting")  of each fund listed above (each such fund is referred to herein as a
"Fund" and, collectively,  the "Funds"),  will be held jointly at the offices of
Zurich Scudder  Investments,  Inc., 13th Floor, Two International Place, Boston,
Massachusetts 02110-4103, on March 28, 2002, at 4:00 p.m., Eastern time, for the
following purposes and to transact such other business,  if any, as may properly
come before the Meetings:

Proposal 1:     For each Fund, to approve a new investment management agreement
                for the Fund with Zurich Scudder Investments, Inc.;

Proposal 2:    (For  shareholders  of Scudder Focus  Value+Growth  Fund only) to
               approve  a  new   sub-advisory   agreement   between  the  Fund's
               investment manager and Jennison Associates LLC;

Proposal 3:    (For  shareholders  of Scudder Focus  Value+Growth  Fund only) to
               approve  a  new   sub-advisory   agreement   between  the  Fund's
               investment manager and Dreman Value Management, L.L.C.; and

Proposal 4:    (For  shareholders of Scudder  Strategic  Income Fund and Scudder
               Worldwide 2004 Fund only) to approve a new sub-advisory agreement
               for each Fund between the Fund's investment  manager and Deutsche
               Asset Management Investment Services Limited.

         The  Board  of each  Fund  recommends  that  shareholders  vote FOR all
applicable Proposals.

         The persons named as proxies will vote in their discretion on any other
business  that  may  properly  come  before a  Meeting  or any  adjournments  or
postponements thereof.

         Holders  of record of shares of each Fund at the close of  business  on
February 8, 2002 are  entitled to vote at a Meeting and at any  adjournments  or
postponements  thereof.  Shareholders  are  entitled  to one vote for each share
held.

         In the event that the necessary quorum to transact business or the vote
required to approve any  Proposal is not  obtained at a Meeting  with respect to
one or more  Funds,  the  persons  named  as  proxies  may  propose  one or more
adjournments  of the  Meeting,  in  accordance  with  applicable  law, to permit
further  solicitation  of  proxies  with  respect  to that  Proposal.  Any  such
adjournment as to a matter will require the affirmative vote of the holders of a
majority of the shares of the concerned  Fund present in person or by proxy at a
Meeting.  The persons named as proxies will vote FOR any such adjournment  those
proxies  which they are entitled to vote in favor of that Proposal and will vote
AGAINST any such adjournment those proxies to be voted against that Proposal.

                                                         By Order of the Boards,


                                                         John Millette
                                                         Secretary
February 25, 2002


IMPORTANT - We urge you to sign and date the enclosed  proxy  card(s) and return
it in the  enclosed  addressed  envelope  which  requires no postage (or to take
advantage of the  electronic or telephonic  voting  procedures  described on the
proxy card(s)). Your prompt return of the enclosed proxy card(s) (or your voting
by other available  means) may save the necessity of further  solicitations.  If
you wish to attend the Meetings and vote your shares in person at that time, you
will still be able to do so.




PRELIMINARY COPY
                                                               February 25, 2002

                         SCUDDER AGGRESSIVE GROWTH FUND
                             SCUDDER BLUE CHIP FUND
                     SCUDDER CALIFORNIA TAX-FREE INCOME FUND
                           SCUDDER CASH RESERVES FUND
                           SCUDDER DYNAMIC GROWTH FUND
                           SCUDDER FLOATING RATE FUND
                      SCUDDER FLORIDA TAX-FREE INCOME FUND
                            SCUDDER FOCUS GROWTH FUND
                         SCUDDER FOCUS VALUE+GROWTH FUND
                               SCUDDER GROWTH FUND
                             SCUDDER HIGH-YIELD FUND
                      SCUDDER NEW YORK TAX-FREE INCOME FUND
                              SCUDDER RESEARCH FUND
                       SCUDDER RETIREMENT FUND - SERIES IV
                       SCUDDER RETIREMENT FUND - SERIES V
                       SCUDDER RETIREMENT FUND - SERIES VI
                      SCUDDER RETIREMENT FUND - SERIES VII
                           SCUDDER S&P 500 STOCK FUND
                          SCUDDER STRATEGIC INCOME FUND
                            SCUDDER TARGET 2010 FUND
                            SCUDDER TARGET 2011 FUND
                            SCUDDER TARGET 2012 FUND
                             SCUDDER TECHNOLOGY FUND
                            SCUDDER TOTAL RETURN FUND
                     SCUDDER U.S. GOVERNMENT SECURITIES FUND
                           SCUDDER WORLDWIDE 2004 FUND

                            222 South Riverside Plaza
                             Chicago, Illinois 60606

                              JOINT PROXY STATEMENT

                                     General

       This Proxy Statement is furnished in connection with the  solicitation of
proxies by the Board of Trustees (the "Board," the Trustees of each of which are
referred  to as the  "Trustees"  of the  relevant  Board) of each of the  trusts
listed on  Appendix  1 hereto  (each  trust is  referred  to as a  "Trust"  and,
collectively,  the "Trusts").  These proxies will be used at the Special Meeting
of  shareholders of each fund listed above (each such fund is referred to herein
as a "Fund" and,  collectively,  the  "Funds").  These  meetings  are to be held
jointly at the offices of Zurich Scudder Investments,  Inc.,  investment manager
of  each  Fund  ("Scudder"  or  the  "Investment  Manager"),   13th  Floor,  Two
International Place,  Boston,  Massachusetts  02110-4103,  on March 28, 2002, at
4:00 p.m.,  Eastern  time,  or at such later time made  necessary by any and all
adjournments or postponements  thereof (each, a "Meeting").  The shareholders of
each Fund will vote  separately  on the items  presented at the  Meetings.  This
Proxy  Statement,  the Notice of Special Meeting and the proxy card(s) are first
being  mailed  to  shareholders  on or  about  February  25,  2002 or as soon as
practicable thereafter.

          Proposal  1 relates to the  approval  of a new  investment  management
agreement for each Fund,  Proposal 2 is only relevant to shareholders of Scudder
Focus  Value+Growth  Fund and  relates  to the  approval  of a new  sub-advisory
agreement  with  Jennison  Associates  LLC,  Proposal  3  is  only  relevant  to
shareholders of Scudder Focus Value+Growth Fund and relates to the approval of a
new sub-advisory agreement with Dreman Value Management,  L.L.C., and Proposal 4
is only relevant to  shareholders of Scudder  Strategic  Income Fund and Scudder
Worldwide 2004 Fund and relates to the approval of a new sub-advisory  agreement
for each of those two Funds with Deutsche Asset Management  Investment  Services
Limited.  As discussed  below,  shareholder  approval of Proposal 1 will have no
effect upon the investment management fee rates currently in effect, except that
the  rate  paid by  Scudder  S&P 500  Stock  Fund  will be lower  following  the
transaction described below under "Introduction."

         The  Board  of each  Fund  recommends  that  shareholders  vote FOR all
Proposals. The vote required to approve these Proposals is described below under
"Additional Information."

         In the descriptions of the Proposals below, for simplicity, actions are
described  as being  taken by a Fund that is a series of a Trust,  although  all
actions are actually taken by the  respective  Trust on behalf of the applicable
Fund.

         Each Fund provides  periodic reports to its shareholders that highlight
relevant  information,  including  investment  results and a review of portfolio
changes. You may receive an additional copy of the most recent annual report for
a Fund and a copy of any more recent  semi-annual  report,  without  charge,  by
calling [ ] or writing the Fund,  c/o Zurich Scudder  Investments,  Inc., at the
address shown at the beginning of this Proxy Statement.

                           Proposal 1: Approval of New
                         Investment Management Agreement

Introduction

         Scudder  acts as the  investment  manager to each Fund  pursuant  to an
investment  management  agreement entered into by each Fund and Scudder (each, a
"Current  Investment  Management  Agreement"  and  collectively,   the  "Current
Investment  Management  Agreements").  On  December  3, 2001,  Zurich  Financial
Services  ("Zurich  Financial"),  which through  subsidiaries  currently  owns a
majority of the common stock of Scudder,  entered into a  Transaction  Agreement
with Deutsche Bank AG ("Deutsche Bank"). The Transaction Agreement  contemplates
that the Zurich  Financial  entities  currently  owning a majority of  Scudder's
common stock will acquire the balance of the common stock of Scudder so that the
Zurich  Financial  entities as a group comprise the sole stockholder of Scudder.
Deutsche Bank will then acquire 100% of Scudder,  not including  certain Scudder
U.K. operations (known as Threadneedle  Investments),  from the Zurich Financial
entities. Following this transaction, Scudder will become part of Deutsche Asset
Management,  the marketing name in the U.S. for the asset management  activities
of Deutsche Bank and certain of its  subsidiaries.  The foregoing is referred to
as the "Transaction."  Deutsche Bank, a global financial  institution,  manages,
directly  and through its wholly owned  subsidiaries,  more than $500 billion in
assets  (as of  December  31,  2001),  including  approximately  $53  billion in
open-end mutual fund assets managed in the United States.

         Consummation of the Transaction  would  constitute an  "assignment," as
that term is defined in the  Investment  Company  Act of 1940,  as amended  (the
"1940  Act"),  of each  Fund's  Current  Investment  Management  Agreement  with
Scudder. As required by the 1940 Act, each of the Current Investment  Management
Agreements  provides  for  its  automatic   termination  in  the  event  of  its
assignment.  In anticipation  of the  Transaction,  a new investment  management
agreement (each, a "New Investment Management  Agreement" and collectively,  the
"New Investment Management Agreements" and, together with the Current Investment
Management Agreements, the "Investment Management Agreements") between each Fund
and Scudder is being  proposed for approval by  shareholders  of each Fund.  The
form of each New Investment  Management  Agreement is attached hereto as Exhibit
A. The  terms  of the New  Investment  Management  Agreement  for each  Fund are
substantially  identical to the terms of the  corresponding  Current  Investment
Management  Agreement,  except for the  addition  of certain  language  that may
provide  more  flexibility  in  integrating   Scudder  with  the  Deutsche  Bank
organization  and managing  the Funds going  forward,  as discussed  below under
"Differences Between the Current and New Investment Management  Agreements." The
material  terms of each Current  Investment  Management  Agreement are described
under "Description of the Current Investment Management Agreements" below.

         In the event that the Transaction does not, for any reason, occur, each
Current  Investment  Management  Agreement will continue in effect in accordance
with its terms.

         The information set forth in this Proxy Statement and any  accompanying
materials  concerning  the  Transaction,   the  Transaction  Agreement,   Zurich
Financial,  Deutsche Bank and their  respective  affiliates has been provided to
the Trusts by Zurich Financial and Deutsche Bank.

Board Approval and Recommendation

         On February 4, 2002,  the Board of each Trust,  including  each Trustee
who is not an  "interested  person" (an  "Interested  Person") of the Investment
Manager,  Deutsche Bank or of the Trust within the meaning of the 1940 Act (each
is referred to as a "Non-interested  Trustee"),  voted  unanimously to approve
the New  Investment  Management  Agreements  and to recommend  their approval to
shareholders.

         For  information  about the Boards'  deliberations  and the reasons for
their recommendation, please see "Board Considerations" below.

         The Board of each Trust unanimously  recommends that its shareholders
vote in favor of the approval of the New  Investment  Management  Agreement  for
each Fund.

Information Concerning the Transaction and Deutsche Bank

Description of the Transaction

         On December 3, 2001,  the  majority  owners of Scudder  entered  into a
Transaction  Agreement  with Deutsche  Bank.  Under the  Transaction  Agreement,
Deutsche Bank will acquire 100% of Scudder,  not including  certain Scudder U.K.
operations (known as Threadneedle Investments),  for approximately $2.5 billion.
Following this Transaction, Scudder will change its name and will become part of
Deutsche  Asset  Management,  expected to be the world's  fourth  largest  asset
management firm based on assets under management.

         The Transaction will take place in three steps:

          o    First, in a merger pursuant to a separate Merger  Agreement,  the
               Zurich  Financial  entities  that  now own  approximately  82% of
               Scudder's  common  stock will  acquire the  approximately  18% of
               Scudder's  common  stock  now  owned by  Scudder's  employee  and
               retired employee stockholders.  The employee and retired employee
               stockholders will receive cash for their shares, and the Security
               Holders  Agreement  among the current Scudder  stockholders  will
               terminate.

          o    Second,   Scudder  will  transfer  its   ownership   interest  in
               Threadneedle  Investments to the Zurich  Financial  entities that
               will  then own  100% of  Scudder's  common  stock.  As a  result,
               Threadneedle Investments will no longer be a part of Scudder.

          o    Finally,  the  Zurich  Financial  entities  will sell 100% of the
               common  stock of  Scudder  to  Deutsche  Bank  for $2.5  billion,
               subject to certain adjustments.

         In connection with the Transaction, Zurich Financial has also agreed to
acquire  Deutsche  Bank's  European  insurance  businesses  for EUR 1.5 billion;
Deutsche Bank has agreed to acquire Zurich  Financial's German and Italian asset
management  businesses  in  exchange  for a financial  agent  network and a real
estate and mutual fund consulting  business owned by Deutsche Bank; and Deutsche
Bank and  Zurich  Financial  have  entered  into a broad  strategic  cooperation
agreement.  Information  about Deutsche Bank is provided below under "Investment
Manager."

         As  discussed  in the  "Introduction"  above,  under the 1940 Act,  the
Transaction  will cause all the current  investment  management  agreements with
registered funds managed by Scudder to terminate automatically.  Client consents
also will be required for the continuation of other Scudder advisory agreements.
If  a  New  Investment   Management  Agreement  is  not  approved  by  a  Fund's
shareholders,  the Current Investment  Management Agreement would terminate upon
completion of the acquisition of Scudder by Deutsche Bank. If such a termination
were to occur,  the Board of the affected Fund would make such  arrangements for
the  management of that Fund's  investments as it deems  appropriate  and in the
best interests of that Fund and its shareholders.

         The  Transaction by which  Deutsche Bank intends to acquire  Scudder is
subject  to a  number  of  conditions  that  are  contained  in the  Transaction
Agreement,  including the approval of clients, including the Funds, representing
at least 80% of  Scudder's  assets  under  management  as of June 30,  2001.  In
addition,  these conditions  include,  among others, the receipt of all material
consents,  approvals,  permits and authorizations from appropriate  governmental
entities;  the  absence  of any  temporary  restraining  order,  preliminary  or
permanent   injunction   or  other  order  issued  by  any  court  of  competent
jurisdiction or other legal restraint or prohibition preventing the Transaction;
that  certain key  agreements  relating  to the  strategic  partnership  between
Deutsche  Bank and Zurich  Financial are in full force and effect and all of the
conditions   in  those   agreements   have  been   satisfied   or  waived;   the
representations  and warranties of the parties to the  Transaction  are true and
correct in all material respects;  the parties to the Transaction have performed
in all material respects all obligations and covenants that they are required to
perform;  and  the  parties  to  the  Transaction  have  delivered   appropriate
certificates  and  resolutions as to the  authorizations  in connection with the
Transaction. The Transaction is expected to close on or about April [ ], 2002.

         Under the Transaction  Agreement and the Merger Agreement,  Scudder and
its majority owners have agreed that they will, and will cause each of Scudder's
subsidiaries  engaged  in the  investment  management  business  to,  use  their
reasonable  best efforts to ensure the  satisfaction of the conditions set forth
in Section  15(f) of the 1940 Act, as discussed  under  "Board  Considerations,"
below.

         Appendix 2 provides  information  regarding Scudder's current business,
including its stockholders, directors and officers.

Deutsche Bank

          Deutsche Bank is a leading  integrated  provider of financial services
to institutions and individuals throughout the world. It is organized in Germany
and is a publicly  traded entity.  Its shares trade on many exchanges  including
the New York Stock Exchange and Xetra (German Stock Exchange).  It is engaged in
a wide range of financial  services,  including  retail,  private and commercial
banking, investment banking and insurance. Deutsche Bank has combined all of its
investment  management businesses to form Deutsche Asset Management which, as of
December  31,  2001,  had more than $231  billion  in assets  under  management.
Deutsche Asset  Management acts as investment  manager to [ ] U.S. mutual funds,
which in the aggregate have $[ ] in assets.

          Deutsche  Asset  Management is comprised of several  entities that are
separately  incorporated  and  registered as investment  advisers.  As proposed,
Scudder  will for the  immediate  future  remain a  separate  entity  within the
Deutsche  Asset  Management  group.  Deutsche  Bank  intends  to  utilize a dual
employee structure to integrate Scudder into Deutsche Asset Management. Deutsche
Bank has  guaranteed  the  obligations  of each of its  subsidiaries  that has a
contractual  relationship with the Funds which, following the Transaction,  will
include Scudder.

         As discussed above,  following the Transaction,  Scudder will be a part
of Deutsche Asset  Management,  which is part of the broader  Private Client and
Asset Management  ("PCAM") group at Deutsche Bank. At that point,  Thomas Hughes
will continue to be the  President of Deutsche  Asset  Management  and the Chief
Executive Officer of PCAM Americas Region. Edmond D. Villani will be Chairman of
Deutsche Asset  Management,  will join the existing  Deutsche  Asset  Management
Global Executive  Committee and will become a member of the PCAM Americas Region
leadership  team.  Mr. Villani is the President and Chief  Executive  Officer of
Scudder.

         Following the Transaction, 100% of the outstanding voting securities of
Scudder will be held by Deutsche Bank.

Board Considerations

         On April 27,  2001,  Zurich  Financial  announced  its intent to seek a
strategic transaction involving its majority owned subsidiary, Scudder. Over the
course of the following months, the  Non-interested  Trustees met numerous times
by  themselves,  with their legal  counsel  and with  senior  Scudder and Zurich
Financial personnel to discuss Scudder's organizational structure,  expectations
with respect to potential  transactions and the potential  benefits and risks to
the Funds and other  funds  managed by  Scudder  and their  shareholders  from a
strategic  transaction.  The Non-interested  Trustees identified a list of basic
principles,  which they believed should serve as the foundation for their review
of the  organizational,  operational  and  strategic  issues  involved  with any
potential change in control of Scudder. These basic principles were communicated
to Scudder and were intended to be shared with any potential strategic partner.

         On September 23, 2001,  Zurich Financial and Deutsche Bank entered into
a "heads of  agreement"  whereby  Deutsche  Bank agreed,  subject to a number of
contingencies  (including the execution of a definitive transaction  agreement),
to acquire 100% of Scudder (not  including  certain of Scudder's UK  operations)
from Zurich Financial. At a meeting on September 24, 2001, the Trustees met with
senior Scudder and Deutsche Bank  personnel to discuss the proposed  acquisition
of Scudder by Deutsche Bank, the general  corporate  structure of Deutsche Bank,
the background of certain key employees of Deutsche Bank and Scudder's  views on
the proposed acquisition.

         As part of their due diligence,  the Non-interested Trustees separately
discussed  items  they  wanted  to  raise  with  Deutsche  Bank and  Scudder  in
connection  with the proposed  transaction  and directed their counsel to create
lists of issues for  discussion,  which were  provided to Scudder  and  Deutsche
Bank. In addition,  the Non-interested  Trustees engaged various  consultants to
help them evaluate the proposed transaction.

          On October 9, 2001,  the  Non-interested  Trustees  met with the chief
executive  officer  of  Deutsche  Asset  Management,  to  discuss  the  proposed
acquisition  of  Scudder,  Deutsche  Bank's  strategic  views of the mutual fund
business and Deutsche Bank's proposed  strategy for managing the Funds and other
funds managed by Scudder.

          On December  3, 2001,  Zurich  Financial  and  Deutsche  Bank signed a
definitive  agreement finalizing Deutsche Bank's agreement to acquire Scudder in
accordance with the "heads of agreement."  Thereafter,  on many  occasions,  the
Non-interested  Trustees were given extensive information about the Transaction,
and Scudder and Deutsche Bank responded to numerous issues and questions  raised
by the  Non-interested  Trustees.  The  Non-interested  Trustees  met many times
between  December 3, 2001 and February 4, 2002 with legal counsel to discuss the
Transaction  and Deutsche  Bank's and Scudder's  responses to their issues lists
and questions.  They carefully reviewed the materials presented by Deutsche Bank
and  Scudder  and met with many  senior  Deutsche  Bank and  Scudder  personnel,
including  a meeting  on  January  14,  2002 with  certain  members of the Group
Executive Committee of Deutsche Bank.

         Throughout the process, the Non-interested  Trustees had the assistance
of legal  counsel,  who advised  them on, among other  things,  their duties and
obligations.  As a result of their review and  consideration  of the Transaction
and the proposed New Investment Management Agreements,  at a meeting on February
4,  2002,  the  Board of each  Trust  voted  unanimously  to  approve  the New
Investment  Management  Agreements and to recommend them to the  shareholders of
each Fund for their approval.

         In  connection  with  its  review,  each  Board  obtained   substantial
information  regarding:  the  management,  financial  position  and  business of
Deutsche  Bank;  the history of Deutsche  Bank's  business and  operations;  the
investment  performance  of the investment  companies  advised by Deutsche Asset
Management;  the proposed structure,  operations and investment processes of the
combined  investment  management  organization  after the  Transaction;  and the
future plans of Deutsche  Bank and Scudder with respect to Scudder's  affiliated
entities and the Funds. Each Board also received information regarding the terms
of the Transaction,  anticipated  management of the combined  organization,  the
resources that Deutsche Bank intends to bring to the combined  organization  and
the  process  being  followed by Deutsche  Bank and Scudder to  integrate  their
organizations.  Each Board also  reviewed  current  and pro forma  staffing  and
financial information for the combined organization,  along with Deutsche Bank's
plans to reduce its expenses through  reduction of  organizational  redundancies
and the  achievement of synergies and  efficiencies.  Deutsche Bank  represented
that  although  it expects  to achieve  significant  savings  over the  combined
stand-alone  expense  bases  for  the  Deutsche  Asset  Management  and  Scudder
organizations,  it will be able to spend more than Scudder spent  independently,
and that Deutsche  Bank's expense  savings could be achieved  without  adversely
affecting the Funds.

         In responding to the Non-interested Trustees' inquiries,  Deutsche Bank
identified  as one of its main  goals the  maximization  of value for the Funds'
shareholders  and for the shareholders of other funds managed by Scudder through
its efforts to deliver superior investment performance,  distinctive shareholder
service experiences and competitive expense ratios.

          Deutsche Bank  identified as one of the key focuses of the Transaction
the creation of a single disciplined,  globally integrated investment management
organization combining the strengths of the various investment advisory entities
that comprise Deutsche Asset Management and Scudder. The Non-interested Trustees
met  with  the  chief  global  investment   officer  of  the  proposed  combined
organization,   who  articulated   Deutsche  Bank's  plan  to  create  a  global
research-centric  investment management  organization.  He informed the Trustees
that   Deutsche   Bank   intended  to   streamline   and  upgrade  the  combined
organization's  portfolio  management teams,  while providing them with improved
portfolio analytics and tools, and implementing close management  oversight.  He
said that all  investment  personnel  for the combined  organization,  with some
exceptions for specialized  fixed-income and international equity products, will
be located in New York.

         Each Board  considered  that  Deutsche Bank proposed a new chief global
investment  officer and other significant  personnel  changes for Scudder.  Each
Board also considered  that, for a number of funds managed by Scudder,  Deutsche
Bank intended to change the Fund's portfolio  managers after consummation of the
Transaction.  See Appendix 3 for a list of proposed  portfolio  manager  changes
affecting the Funds.  Each Board  considered the experience and track records of
identified  senior  investment  personnel  that  would  be part of the  combined
investment  management  organization.  Each Board also  considered  the proposed
structure  of the  combined  trading  platform,  including  the use of brokerage
commissions to generate "soft dollars" to pay for research-related  services and
proposed  policies,  procedures  and  practices  with  respect to  trading  with
Deutsche Bank and its affiliates.

         Each  Board  considered  Deutsche  Bank's  plans for  distribution  and
marketing,  shareholder  servicing,  and investment  operations,  accounting and
administration. Each Board noted that Deutsche Bank represented that it expected
the management  teams and personnel  currently  providing  these services to the
Funds,  and the systems  currently used by them to support these  functions,  to
remain largely in place.

         In  connection  with its  deliberations,  each Board  obtained  certain
assurances from Deutsche Bank, including the following:

          o    Deutsche Bank has provided each Board with such information as is
               reasonably  necessary to evaluate the New  Investment  Management
               Agreements.

          o    Deutsche Bank's acquisition of Scudder enhances its core focus of
               expanding its global asset management business.  With that focus,
               Deutsche  Bank  will  devote  to  Scudder  and  its  affairs  the
               attention  and  resources  designed  to provide for each Fund top
               quality investment  management,  shareholder,  administrative and
               product distribution services.

          o    The  Transaction  is not expected to result in any adverse change
               in the  investment  management or  operations  of the Funds;  and
               Deutsche Bank does not anticipate  making any material  change in
               the  manner  in  which  investment  advisory  services  or  other
               services  are  rendered to each Fund which has the  potential  to
               have a material adverse effect upon any Fund.

          o    Deutsche   Bank  is   committed  to  the   continuance,   without
               interruption,  of  services to the Funds of at least the type and
               quality  currently  provided  by Scudder and its  affiliates,  or
               superior thereto.

          o    In order to retain  and  attract  key  personnel,  Deutsche  Bank
               intends  to  maintain   overall   compensation   and  performance
               incentive policies and practices at market levels or better.

          o    Deutsche  Bank intends to maintain the distinct  brand quality of
               the funds  managed by Scudder and is committed  to  strengthening
               and  enhancing  the  brand  and  the  intermediary   distribution
               channels.

          o    Deutsche  Bank  will  promptly  advise  each  Board of  decisions
               materially  affecting  the  Deutsche  Bank  organization  as they
               relate to the Funds.  Deutsche Bank has represented to each Board
               that neither this, nor any of the other above  commitments,  will
               be  altered  by  Deutsche   Bank   without   the  Board's   prior
               consideration.

          Deutsche Bank and Zurich  Financial  each assured each Board that they
intend to comply with Section 15(f) of the 1940 Act.  Section  15(f)  provides a
non-exclusive  safe harbor for an investment adviser to an investment company or
any of its  affiliated  persons to receive  any amount or benefit in  connection
with a change in control of the investment adviser so long as two conditions are
met. First, for a period of three years after the  transaction,  at least 75% of
the board members of the  investment  company must not be Interested  Persons of
such  investment  adviser.  The  composition  of the  Board  of each  Fund is in
compliance  with this  provision  of Section  15(f).  Upon  consummation  of the
Transaction,  it is expected  that Linda C.  Coughlin,  currently an  Interested
Trustee of each Board,  will resign from each Board and that a senior  executive
of Deutsche Bank will be appointed by the Board of each Fund to fill the vacancy
created by Ms.  Coughlin's  resignation.  In addition,  after careful review and
consideration,  the  Non-interested  Trustees of each Board  determined  that it
would be in the best interests of the Fund to add to the Board an individual who
currently  acts as a  non-interested  board member of certain  funds  managed by
Deutsche Asset Management. Deutsche Bank believes, and the Board members of each
Fund agreed,  that these changes in the Board  composition  will  facilitate the
integration of Scudder into Deutsche Asset  Management by providing  perspective
and insight relating to experience  working with the Deutsche Bank organization.
The  Nominating  and  Governance  Committee  intends  to  consider  a number  of
candidates and, as a result,  the  Non-interested  Trustees expect to appoint an
additional   Board  member  from  those   candidates   who   currently   act  as
non-interested  board members of funds managed by Deutsche Asset Management.  If
reconstituted  as  proposed,  the  Board of each  Fund  will  continue  to be in
compliance with Section 15(f).

         To meet the second  condition of Section 15(f), an "unfair burden" must
not be imposed upon the  investment  company as a result of such  transaction or
any express or implied terms,  conditions or understandings  applicable thereto.
The term "unfair  burden" is defined in Section 15(f) to include any arrangement
during  the  two-year  period  after the  transaction,  whereby  the  investment
adviser,  or any interested  person of such adviser,  receives or is entitled to
receive any compensation, directly or indirectly, from the investment company or
its  shareholders  (other than fees for bona fide  investment  advisory or other
services)  or from  any  person  in  connection  with  the  purchase  or sale of
securities  or other  property to, from or on behalf of the  investment  company
(other than bona fide ordinary  compensation  as principal  underwriter for such
investment company).

         Deutsche  Bank and  Zurich  Financial  are not aware of any  express or
implied  term,  condition,  arrangement  or  understanding  that would impose an
"unfair  burden" on any Fund as a result of the  Transaction.  Deutsche Bank and
Zurich  Financial  have agreed  that they,  and their  affiliates,  will take no
action that would have the effect of imposing an "unfair  burden" on any Fund in
connection with the Transaction.  In furtherance thereof, Scudder has undertaken
to pay the costs of  preparing  and  distributing  proxy  materials  to,  and of
holding  the  Meetings  of, the Funds'  shareholders,  as well as other fees and
expenses in connection with the Transaction,  including the fees and expenses of
legal counsel and consultants to the Funds and the Non-interested  Trustees.  In
addition,  because it is possible  that the Board of each Fund may hold a series
of special Board meetings  following the closing of the  Transaction in order to
facilitate  the  integration  of the management of the Funds into Deutsche Asset
Management,  Scudder has undertaken to waive or reimburse each Fund a portion of
its  management  fee payable  during the first year following the closing of the
Transaction to ensure that the expenses  associated with such meetings would not
be borne by the Funds.  Furthermore,  Deutsche Bank has agreed to indemnify each
Fund and the Non-interested  Trustees for and against any liability and expenses
based  upon  any   misstatements   and   omissions  by  Deutsche   Bank  to  the
Non-interested   Trustees  in  connection  with  their   consideration   of  the
Transaction.

         Each Board noted that, in previously  approving the continuation of the
Current  Investment  Management  Agreements,  the Board had considered  numerous
factors,  including  the nature and  quality of  services  provided  by Scudder;
investment performance, both of the Funds themselves and relative to appropriate
peer groups and one or a combination of market  indices;  investment  management
fees,  expense  ratios and asset sizes of the Funds and  relative  peer  groups;
Scudder's  profitability  from managing the Funds;  fall-out benefits to Scudder
from its  relationship to the Funds,  including  revenues  derived from services
provided to the Funds by  affiliates of Scudder;  and the potential  benefits to
Scudder,  the Funds and their  shareholders of receiving  research services from
broker/dealer firms in connection with the allocation of portfolio  transactions
to such firms.

          In  addition,  in  considering  whether to approve the New  Investment
Management  Agreement  for each  Fund  (the  terms of  which  are  substantially
identical to the terms of the Current Investment  Management  Agreement for each
Fund except as described  below under  "Differences  Between the Current and New
Investment Management Agreements"),  each Board considered the potential benefit
to the Funds of providing the Investment Manager more flexibility in structuring
portfolio  management  services for each Fund. Each Board recognized that it may
be beneficial to the Funds to allow the Investment  Manager to take advantage of
the  strengths  of other  entities  within the  Deutsche  Bank  organization  by
permitting  the  Investment  Manager to delegate  certain  portfolio  management
services  to such  entities,  and to do so, to the extent  permissible,  without
incurring the expense of obtaining further  shareholder  approval.  In addition,
the Board  considered that (i) any  restructuring  of the provision of portfolio
management  services provided to the Funds would require the prior approval of a
majority  of  the  members  of a  Fund's  Board,  including  a  majority  of the
Non-interested  Trustees; and (ii) the management expenses incurred by the Funds
would not be affected by any action taken to delegate services to other Deutsche
Bank entities in reliance on the New Investment  Management  Agreements  because
any fees paid to a sub-adviser  would be paid by the Investment  Manager and not
by the Funds.  Scudder  will retain full  responsibility  for the actions of any
such sub-advisers

         As a result of their review and  consideration  of the  Transaction and
the New Investment Management Agreements,  at a meeting on February 4, 2002, the
Board of each Fund,  including the  Non-interested  Trustees of each Fund, voted
unanimously  to  approve  the  New  Investment  Management  Agreements  and to
recommend them to the Funds' shareholders for their approval.

Transfer Agent, Shareholder Service Agent and Principal Underwriter

         Scudder Fund Accounting  Corporation ("SFAC"), a subsidiary of Scudder,
computes  net asset value for each Fund.  Scudder  Investments  Service  Company
("SISC"),   an  affiliate  of  Scudder,   serves  as  the  transfer   agent  and
dividend-paying agent for Class A, B, C and I shares of each Fund (to the extent
a Fund offers such shares) and the sub-transfer agent for Class S shares of each
Fund (to the extent a Fund offers such shares).  [For [ ], State Street Bank and
Trust Company ("SSB") is the transfer and dividend-paying  agent.  Pursuant to a
services  agreement  with SSB, SISC serves as  "Shareholder  Service Agent" of
[_______ ] and, as such,  performs  all of SSB's duties as transfer and dividend
paying agent.] Scudder Services Corp. ("SSC"),  an affiliate of Scudder,  serves
as the  transfer  agent for  Class S shares  of each Fund (to the  extent a Fund
offers such shares).  Scudder  Distributors,  Inc. ("SDI"),  222 South Riverside
Plaza,  Chicago,   Illinois  60606-5808,  a  subsidiary  of  Scudder,   provides
information  and  administrative  services for Class A, B and C shareholders  of
each Fund. SDI is also the principal  underwriter and distributor of each Fund's
Class A, B, C and I shares (to the extent a Fund offers such shares) and acts as
agent of each Fund in the sale of its shares. For the Class B shares and Class C
shares of each Fund, SDI receives a Rule 12b-1  distribution fee of 0.75%,  and,
for the  Class A  shares,  Class B shares  and  Class C  shares,  a  shareholder
services fee of 0.25%,  of average daily net assets of each such class.  Scudder
Investor Services, Inc. ("SISI"), Two International Place, Boston, Massachusetts
02110-4103,   an  affiliate  of  Scudder,  is  the  principal   underwriter  and
distributor  of each  Fund's  Class S shares (to the extent a Fund  offers  such
shares).  Appendix 4 sets forth for each Fund the fees paid to SFAC,  SISC, SSC,
SDI and SISI during the last fiscal year of each Fund.

          SFAC,  SISC,  SSB,  SSC,  SDI and SISI will  continue to provide  fund
accounting,  transfer agency, and administrative,  underwriting and distribution
services,  respectively,  to the Funds,  as described  above,  under the current
arrangements  if the New  Investment  Management  Agreements  are  approved.  In
addition,  in light of the fact that the  agreements  with SDI and SISI will, by
their  terms,  terminate  upon the closing of the  Transaction,  at a meeting on
February 4, 2002, the Boards have unanimously approved the continuation of these
agreements following the closing of the Transaction.  As such, SDI and SISI will
continue to provide administrative, underwriting and distribution services under
the  current  arrangements  if the  New  Investment  Management  Agreements  are
approved.  All expenses  related to the  provision of these  services,  with the
exception of the Rule 12b-1  distribution fee and shareholder  services fee paid
by the Funds to SDI as  described  above,  are provided to the Funds in exchange
for a unitary administrative fee, as described below.

         Exhibit B sets forth (as of each  fund's last fiscal year end) the fees
and other  information  regarding  investment  companies advised by Scudder that
have similar  investment  objectives  to any of the Funds.  (See  Appendix 5 for
information  regarding  the  management  fee  rate,  net  assets  and  aggregate
management fee paid for each Fund.)

Brokerage Commissions on Portfolio Transactions

          Scudder  places  orders for  portfolio  transactions  on behalf of the
Funds with issuers,  underwriters  or other brokers and dealers.  When it can be
done  consistently  with the policy of obtaining the most favorable net results,
Scudder may place such orders with brokers and dealers who supply  brokerage and
research  services to Scudder or a Fund. The term "research  services"  includes
advice  as to the  value  of  securities;  the  advisability  of  investing  in,
purchasing or selling  securities;  the availability of securities or purchasers
or  sellers  of  securities;   and  analyses  and  reports  concerning  issuers,
industries,  securities, economic factors and trends, portfolio strategy and the
performance  of  accounts.   Scudder  is  authorized   when  placing   portfolio
transactions for equity securities to pay a brokerage  commission (to the extent
applicable)  in excess of that which  another  broker might charge for executing
the same transaction  because of the receipt of research services.  In selecting
brokers  and  dealers  with which to place  portfolio  transactions  for a Fund,
Scudder may  consider  sales of shares of the Funds and of any funds  managed by
Scudder.  The  placement of portfolio  transactions  is  supervised  by Scudder.
Following the closing of the Transaction,  it is expected that Scudder's trading
system and related  brokerage  policies  will be  conformed to those of Deutsche
Bank.  [Deutsche  Bank has  represented  that its  policies  are  similar in all
material  respects  to those of  Scudder,  and that it does not expect  that the
types and levels of portfolio  transactions/placements  will  materially  differ
from those of Scudder in the past.]

Description of the Current Investment Management Agreements

         General.  Under each Current Investment Management  Agreement,  Scudder
provides  each  Fund  with  continuing  investment   management  services.   The
Investment Manager also determines which securities shall be purchased,  held or
sold, and what portion of each Fund's assets shall be held  uninvested,  subject
to each  Trust's  Declaration  of Trust,  By-Laws,  the  investment  objectives,
policies and restrictions set forth in each Fund's registration  statement,  the
provisions  of the 1940 Act and the Internal  Revenue  Code of 1986,  as amended
(the "Code"), and such policies and instructions as the Trustees may determine.

         Investment   Manager's   Responsibilities.   Each  Current   Investment
Management  Agreement states that the Investment  Manager will provide portfolio
management  services,  place portfolio  transactions in accordance with policies
expressed in each Fund's  registration  statement,  pay each Fund's office rent,
render significant administrative services on behalf of each Fund (not otherwise
provided by third parties) necessary for each Fund's operating as an open-end(1)
investment  company  including,  but not  limited to,  preparing  reports to and
meeting  materials  for each  Trust's  Board and  reports  and  notices  to Fund
shareholders; supervising, negotiating contractual arrangements with, and to the
extent  appropriate,  monitoring  the  performance  of various  third-party  and
affiliated  service  providers  to each Fund (such as each Fund's  transfer  and
pricing agents, fund accounting agents, custodians,  accountants and others) and
other persons in any capacity deemed  necessary or desirable to Fund operations;
preparing and making filings with the Securities  and Exchange  Commission  (the
"SEC"  or  the   "Commission")   and  other   regulatory   and   self-regulatory
organizations,  including,  but not limited to, preliminary and definitive proxy
materials,  post-effective amendments to the registration statement, semi-annual
reports on Form N-SAR and  notices  pursuant  to Rule 24f-2  under the 1940 Act;
overseeing the tabulation of proxies by each Fund's transfer agent; assisting in
the preparation and filing of each Fund's federal,  state and local tax returns;
preparing and filing each Fund's federal  excise tax return  pursuant to Section
4982 of the Code;  providing  assistance  with  investor  and  public  relations
matters; monitoring the valuation of portfolio securities and the calculation of
net asset  value;  monitoring  the  registration  of  shares of each Fund  under
applicable  federal  and state  securities  laws;  maintaining  or causing to be
maintained  for  each  Fund  all  books,  records  and  reports  and  any  other
information  required under the 1940 Act, to the extent that such books, records
and reports and other information are not maintained by each Fund's custodian or
other agents of each Fund; assisting in establishing accounting policies of each
Fund;  assisting  in the  resolution  of  accounting  issues that may arise with
respect to each Fund's  operations and consulting  with each Fund's  independent
accountants,   legal  counsel  and  other  agents  as  necessary  in  connection
therewith;  establishing and monitoring each Fund's  operating  expense budgets;
reviewing  each  Fund's  bills;  processing  the payment of bills that have been
approved by an authorized person;  assisting each Fund in determining the amount
of  dividends  and  distributions  available  to be  paid  by  each  Fund to its
shareholders,  preparing and  arranging for the printing of dividend  notices to
shareholders,  and  providing  the  transfer  and  dividend  paying  agent,  the
custodian,  and the  accounting  agent with such  information as is required for
such parties to effect the payment of dividends and distributions; and otherwise
assisting  each  Trust,  as it may  reasonably  request,  in the conduct of each
applicable Fund's business, subject to the direction and control of each Trust's
Board.

(1)  Scudder  Floating  Rate Fund is a  closed-end  investment  company  that is
     continuously offered.

         Fund Expenses. Under each Current Investment Management Agreement, each
Fund  is  responsible  for  other  expenses,  such  as  organizational  expenses
(including  out-of-pocket  expenses,  but  excluding  the  Investment  Manager's
overhead or employee costs); brokers' commissions or other costs of acquiring or
disposing  of any  portfolio  securities  of  each  Fund;  legal,  auditing  and
accounting  expenses;  payment for  portfolio  pricing or valuation  services to
pricing agents,  accountants,  bankers and other specialists,  if any; taxes and
governmental fees; the fees and expenses of each Fund's transfer agent; expenses
of preparing  share  certificates  and any other expenses in connection with the
issuance, offering,  distribution, sale, redemption or repurchase of shares; the
expenses  of and  fees  for  registering  or  qualifying  securities  for  sale;
compensation and expenses of Non-interested  Trustees;  the cost of printing and
distributing reports,  notices and dividends to current  shareholders;  the fees
and  expenses  of each  Funds'  accounting  agent for which each of the Funds is
responsible  pursuant to the applicable Fund Accounting Services Agreement;  and
the  fees  and  expenses  of each  Fund's  custodians,  subcustodians,  dividend
disbursing agents and registrars.(2) Each Fund may arrange to have third parties
assume all or part of the expenses of sale,  underwriting  and  distribution  of
shares of that Fund. Each Fund is also responsible for expenses of shareholders'
and other meetings, the cost of responding to shareholders'  inquiries,  and its
expenses incurred in connection with litigation,  proceedings and claims and the
legal  obligation  it may have to indemnify  officers and Trustees of each Trust
with respect thereto. Each Fund is also responsible for the maintenance of books
and records  which are  required to be  maintained  by each Fund's  custodian or
other  agents of each  Trust;  telephone,  telex,  facsimile,  postage and other
communications  expenses;  any fees, dues and expenses  incurred by each Fund in
connection with membership in investment company trade  organizations;  expenses
of printing and mailing prospectuses and statements of additional information of
each Fund and supplements thereto to current shareholders;  costs of stationery;
fees payable to the Investment Manager; expenses relating to investor and public
relations; interest charges, bond premiums and other insurance expense; freight,
insurance  and other  charges in  connection  with the  shipment  of each Fund's
portfolio securities; and other expenses.

(2)  Certain  expenses  of most  Funds  are  currently  being  borne by  Scudder
     pursuant to an administrative  services agreement between Scudder and those
     Funds. In turn,  those Funds pay an annual  administrative  services fee to
     Scudder, as described in Appendix 6.

         Expenses Paid by the  Investment  Manager.  The  Investment  Manager is
responsible  for the payment of the  compensation  and expenses of all Trustees,
officers and executive  employees of each Trust  (including each Fund's share of
payroll  taxes)  who are  affiliated  with the  Investment  Manager  and  making
available, without expense to each Fund, the services of such Trustees, officers
and  employees as may be duly elected  officers of each Trust,  subject to their
individual consent to serve and to any limitations  imposed by law. Each Fund is
responsible  for  the  compensation  and the  fees  and  expenses  (specifically
including travel expenses  relating to Fund business) of Trustees,  officers and
employees  not  affiliated  with the  Investment  Manager.  Under  each  Current
Investment  Management  Agreement,  the Investment Manager also pays each Fund's
share of payroll  taxes,  as well as  expenses,  such as travel  expenses (or an
appropriate  portion  thereof),  of Trustees  and officers of each Trust who are
directors,  officers or employees of the Investment Manager.  During each Fund's
most recent  fiscal  year,  no  compensation,  direct or  otherwise  (other than
through fees paid to the  Investment  Manager),  was paid or became payable by a
Trust to any of its officers or Trustees who were affiliated with the Investment
Manager.

         Compensation Paid to the Investment Manager. In return for the services
provided by Scudder as  investment  manager,  and the expenses it assumes  under
each Current  Investment  Management  Agreement,  each Fund pays the  Investment
Manager  a  management  fee which is  accrued  daily and  payable  monthly.  The
management fee rate for each Fund is set forth in Appendix 5.

         Liability of the Investment Manager. Each Current Investment Management
Agreement  further provides that the Investment  Manager shall not be liable for
any error of judgment or mistake of law or for any loss  suffered by any Fund in
connection with matters to which such Agreement relates, except a loss resulting
from  willful  misfeasance,  bad  faith or gross  negligence  on the part of the
Investment  Manager in the performance of its duties or from reckless  disregard
by the Investment Manager of its obligations and duties under such Agreement.

         Termination  of  the  Agreement.  Each  Current  Investment  Management
Agreement may be terminated without penalty upon sixty (60) days' written notice
by either  party.  Each  Fund may  agree to  terminate  its  Current  Investment
Management  Agreement either by the vote of a majority of the outstanding voting
securities  of the Fund or by a vote of the Board.  In  addition,  each  Current
Investment  Management  Agreement  may also be  terminated  at any time  without
penalty by the vote of a majority of the  outstanding  voting  securities of the
Fund or by a vote  of the  Board  if a court  establishes  that  the  Investment
Manager or any of its officers or directors has taken any action  resulting in a
breach of the Investment  Manager's  covenants  under the Investment  Management
Agreement.  As  stated  above,  each  Current  Investment  Management  Agreement
automatically terminates in the event of its assignment.

Additional Information About the Current Agreements

         The date of each Current Investment Management Agreement, the date when
each Current Investment  Management  Agreement was last approved by the Trustees
and the shareholders of each Fund and the date to which each Current  Investment
Management Agreement was last continued is included in Appendix 7.

The New Investment Management Agreements

          The New Investment Management Agreement for each Fund will be dated as
of the date of the consummation of the  Transaction,  which is expected to occur
in the first half of 2002. Each New Investment  Management  Agreement will be in
effect for an initial term ending on September  30, 2002 (the same term as would
apply under the corresponding  Current Investment  Management  Agreement but for
the  Transaction),  and may be  continued  thereafter  from year to year only if
specifically  approved  at  least  annually  by the vote of "a  majority  of the
outstanding voting securities" (as defined below under "Additional Information")
of each Fund,  or by the Board and, in either  event,  the vote of a majority of
the  Non-interested  Trustees,  cast in  person  at a  meeting  called  for such
purpose.  In the  event  that  shareholders  of a Fund  do not  approve  the New
Investment  Management  Agreement,  the Current Investment  Management Agreement
will terminate if the  Transaction is consummated.  In such event,  the Board of
such  Trust  will  take  such  action,  if any,  as it  deems  to be in the best
interests  of the  Fund and its  shareholders,  including  (without  limitation)
re-submitting this Proposal for shareholder approval or entering into an interim
investment  management  agreement with Scudder.  In the event the Transaction is
not  consummated,  Scudder  will  continue  to provide  services to each Fund in
accordance with the terms of each Current  Investment  Management  Agreement for
such  periods as may be  approved at least  annually  by the Board,  including a
majority of the Non-interested Trustees.

Differences Between the Current and New Investment Management Agreements

          The terms of the New Investment Management Agreement for each Fund are
substantially  identical to the terms of the  corresponding  Current  Investment
Management Agreement, except that each New Investment Management Agreement would
authorize  the  Investment  Manager to  delegate  certain  portfolio  management
services  with  respect  to all or a  portion  of the  assets of the Fund to any
advisory entity that the Investment  Manager  controls,  is controlled by, or is
under common  control with, to the extent  permissible  by law, and to establish
the fees to be paid for such  services,  provided  that the  Investment  Manager
obtains the prior  approval of a majority of the members of the Fund's  Board of
Trustees, including a majority of the Non-interested Trustees. Shareholders of a
Fund affected by any such delegation  would receive prompt notice of this change
following  approval by the Board. The management fee rate paid by the Fund would
not change as a result of any such delegation;  all fees paid to the sub-adviser
would be paid by the Investment Manager. The Investment Manager will retain full
responsibility for the actions of any such sub-advisers

         The  investment  management  fee rates paid by the Funds  under the New
Investment  Management  Agreements  are the same as those  currently  in effect,
except that the rate paid by Scudder S&P 500 Stock Fund will be lower  following
the Transaction.  Currently,  Scudder has entered into a sub-advisory  agreement
with  Deutsche  Asset  Management  with  respect to Scudder  S&P 500 Stock Fund.
Following the Transaction,  this  arrangement  will no longer be necessary,  and
consequently,  the Non-interested Trustees requested and Scudder agreed to lower
the investment management fee rate applicable to that Fund. Appendix 5 lists the
investment  management fee rate paid by Scudder S&P 500 Stock Fund under the New
Investment Management Agreement.

     The Trustees of each Trust unanimously recommend that shareholders of
         each Fund vote FOR the approval of a New Investment Management
                            Agreement for that Fund.

       Proposal 2: Approval of a New Sub-Advisory Agreement with Jennison
         Associates LLC with respect to Scudder Focus Value+Growth Fund

         Scudder  has  entered  into  a  sub-advisory  agreement  (the  "Current
Sub-Advisory  Agreement"),  on behalf of Scudder Focus Value+Growth Fund ("Focus
Fund"),  with Jennison  Associates LLC  ("Jennison")  pursuant to which Jennison
furnishes  information,  investment  recommendations,  advice and  assistance to
Scudder.

         The  Current   Sub-Advisory   Agreement   provides  for  its  automatic
termination in the event of the termination  (due to assignment or otherwise) of
the  Current  Investment  Management  Agreement  applicable  to Focus  Fund.  As
discussed in Proposal 1,  consummation  of the Transaction  would  constitute an
assignment of the Current  Investment  Management  Agreement and will  therefore
cause a termination of the Current Sub-Advisory  Agreement.  Accordingly,  a new
sub-advisory  agreement  between  Scudder and  Jennison  (the "New  Sub-Advisory
Agreement")  is being proposed for approval by  shareholders  of Focus Fund. The
form of the New  Sub-Advisory  Agreement  is  attached  hereto as Exhibit C. The
terms of the New Sub-Advisory Agreement are substantially identical to the terms
of the  Current  Sub-Advisory  Agreement.  The  material  terms  of the  Current
Sub-Advisory   Agreement  are  described  under   "Description  of  the  Current
Sub-Advisory  Agreement"  below. The description is qualified in its entirety by
reference to Exhibit C.

         In the event that the Transaction does not, for any reason,  occur, the
Current  Sub-Advisory  Agreement will continue in accordance  with its terms, as
more fully described below.

Board Considerations

         On February 4, 2002, the Board, including the Non-interested  Trustees,
of Focus Fund  unanimously  voted to approve  the New  Sub-Advisory  Agreement
proposed by Scudder and to recommend its approval to the  shareholders  of Focus
Fund.

         In considering  whether to approve the New  Sub-Advisory  Agreement and
recommend its approval to shareholders,  the Board considered similar factors to
those it considered in approving the New Investment  Management  Agreements,  to
the extent  applicable.  (See  Proposal  1 for more  information  regarding  the
Board's  evaluation.)  Based on the  facts  that (i) the sole  reason  the Board
considered  the  New  Sub-Advisory  Agreement  was  due  to the  effects  of the
Transaction on the Current Investment Management Agreements and unrelated to the
performance  or structure of Jennison;  (ii) the New  Sub-Advisory  Agreement is
substantially identical to the Current Sub-Advisory Agreement which was reviewed
and unanimously approved for renewal by the Board,  including the Non-interested
Trustees,  on  September  25,  2001;  and (iii) the fees paid by the  Investment
Manager  to  Jennison  will  remain the same as under the  Current  Sub-Advisory
Agreement,  the Board did not  conduct a  special  review on the  operations  of
Jennison in approving the New Sub-Advisory Agreement.

         The Board  unanimously  recommends that shareholders vote in favor of
the approval of the New Sub-Advisory Agreement.

Description of the Current Sub-Advisory Agreement

         Under the terms of Current  Sub-Advisory  Agreement,  Jennison provides
subadvisory  services  relating to the  management of those assets of Focus Fund
that  Scudder  from time to time  determines  to assign to  Jennison  (the "Fund
Account"),  including  developing,  recommending  and implementing an investment
program and  strategy  for the Fund  Account,  providing  research  and analysis
relative  to  the  investment  program  and  securities  and  other  investments
("investments")  of the Fund Account,  determining which  investments  should be
purchased, sold and loaned by the Fund Account, monitoring on a continuing basis
the  performance  of the  investments of the Fund Account and placing orders for
the purchase and sale of investments for the Fund Account.  Jennison is required
to provide reports upon request on portfolio  transactions and reports on assets
held in the Fund Account and will also inform Scudder,  the officers responsible
for Focus Fund and the  Trustees  on a current  basis of  changes in  investment
strategy  or tactics or any other  developments  materially  affecting  the Fund
Account.

         Pursuant  to  the  Current  Sub-Advisory  Agreement,  Jennison,  at its
expense, will furnish all necessary investment facilities, including salaries of
personnel  required for it to execute its duties under the Current  Sub-Advisory
Agreement.

         Under the Current Sub-Advisory  Agreement,  Jennison receives a monthly
fee based on a percentage  of the combined  average daily net assets of the Fund
Account, calculated as the product of (a) the monthly fee (set forth in the next
sentence)  determined  on the basis of the combined  average daily net assets of
the Fund Account and the fund account referred to in the Sub-Advisory  Agreement
made as of May 1, 2001  between  Scudder  and  Jennison  relating to the Scudder
Focus  Value+Growth  Portfolio  of  Scudder  Variable  Series  II (the  "Scudder
Variable Series II Fund Account"), and (b) the quotient of (i) average daily net
assets of the Fund  Account  for the  period  in  question  divided  by (ii) the
combined  average daily net assets of the Fund Account and the Scudder  Variable
Series II Fund Account for such period.  The monthly fee is calculated daily and
is at an  annual  rate of 0.45% of the  first  $100  million  of  average  daily
combined net assets of the Fund Account and the Scudder  Variable Series II Fund
Account;  0.40% of the next $400 million of such average daily net assets; 0.35%
of the next $500 million of such average daily net assets;  0.30% of the next $1
billion of such average  daily net assets;  and 0.25% of such average  daily net
assets in excess of $2 billion. For the fiscal year ended November 30, 2001, the
subadvisory  fees paid by  Scudder  to  Jennison  for the Fund  Account  were
$[________ ], or [ ]% of the average daily net assets of the Fund Account.

         The Current Sub-Advisory Agreement of Focus Fund is dated June 11, 2001
and would continue in effect until September 30, 2002 unless earlier terminated.
The Current Sub-Advisory Agreement was last renewed by the Trustees on September
25,  2001 and was last  approved by the  shareholders  of Focus Fund on March 6,
2001.

         The Current  Sub-Advisory  Agreement  provides that Jennison  agrees to
indemnify  and hold  harmless  Scudder  against  any  losses,  claims,  damages,
liabilities or litigation  (including  reasonable  legal and other  expenses) to
which  Scudder  may  become  subject  arising  out of or as a result of  certain
breaches  by  Jennison of its  responsibilities  under the Current  Sub-Advisory
Agreement.  Similarly,  Scudder  agrees to indemnify and hold harmless  Jennison
against  any losses,  claims,  damages,  liabilities  or  litigation  (including
reasonable  legal and other  expenses)  to which  Jennison  may  become  subject
arising  out  of  or  as  a  result  of  certain  breaches  by  Scudder  of  its
responsibilities under the Current Sub-Advisory Agreement.

         The Current Sub-Advisory Agreement may be terminated without penalty at
any  time by the  Trustees,  by vote of a  majority  of the  outstanding  voting
securities  of Focus Fund,  or by Scudder or by Jennison  upon 60 days'  written
notice,  and will  automatically  terminate  in the event of its  assignment  by
either party to the Current Sub-Advisory  Agreement, as defined in the 1940 Act,
or upon termination of the Current Investment Management Agreement applicable to
Focus  Fund.  In  addition,  Scudder  or the Trust  may  terminate  the  Current
Sub-Advisory  Agreement upon immediate  notice if Jennison  becomes  statutorily
disqualified from performing its duties under the Current Sub-Advisory Agreement
or otherwise is legally prohibited from operating as an investment adviser.

         The Current  Sub-Advisory  Agreement  may be amended only in accordance
with  applicable  law,  and only by a  written  instrument  signed  by the party
against whom enforcement of the amendment is sought.

Differences Between the Current and New Sub-Advisory Agreements

         The terms of the New Sub-Advisory Agreement are substantially identical
to the terms of the Current Sub-Advisory Agreement.

Information about Jennison

         Jennison,  located at 466 Lexington  Avenue,  New York,  NY 10017,  was
founded in 1969 and has served as an investment adviser to registered investment
companies since 1990. As of [recent date],  Jennison managed  approximately $[ ]
billion on behalf of its clients,  which primarily include registered investment
companies  and  institutional  accounts.  Jennison  specializes  in growth stock
investing based on a bottom-up  approach to individual  stock  selection  (i.e.,
selecting stocks based on individual company research, rather than allocating by
industry or sector).

         Jennison  is  a  wholly-owned   subsidiary  of  Prudential   Investment
Management,  Inc. ("PIM"). PIM is a wholly-owned  subsidiary of Prudential Asset
Management Holding Company ("PAMHCo"), which is a wholly-owned subsidiary of The
Prudential Insurance Company of America ("Prudential").  The address for PIM and
PAMHCo is Gateway Center Three, 100 Mulberry Street,  Newark, NJ 07102. Jennison
may  direct   purchase  and  sale  orders  for   portfolio   securities  to  any
broker-dealer,  including Jennison's affiliates, to the extent and in the manner
permitted by applicable law.

         The  name  and  principal  occupation  of  each  of the  directors  and
principal  executive  officers of Jennison is shown  below.  The address of each
director  and  executive  officer,  as it  relates  to his or  her  duties  with
Jennison, is 466 Lexington Avenue, New York, NY 10017. The individuals primarily
responsible  for the day-to-day  management of the Fund Account are Spiros "Sig"
Segalas and Kathleen A. McCarragher.

         Michael A. Del Balso. Director and Executive Vice President,  Jennison,
since 1998; prior to 1998, various positions to Senior Vice President,  Jennison
Associates Capital Corp.

         Mary-Jane Flaherty.  Director since 2000. Managing Director,  Strategic
Initiatives, PIM, since December 1998; prior to December 1998, various positions
to Chief  Financial  Officer,  PIM,  and various  positions  to Vice  President,
Prudential.

         John H. Hobbs. Chairman since 1998. Chief Executive Officer,  Jennison,
since 1998;  prior to 1998,  various  positions to Chairman and Chief  Executive
Officer, Jennison Associates Capital Corp.

         Karen  E.  Kohler.  Director  since  1998.  Executive  Vice  President,
Jennison, since 2000. Treasurer, Jennison, since 1999. Chief Compliance Officer,
Jennison, since 1998; prior to 1998, various positions to Senior Vice President,
Chief Compliance Officer, Jennison Associates Capital Corp.

         Kathleen  A.  McCarragher.   Director  and  Executive  Vice  President,
Jennison,  since 1998; prior to 1998,  Managing  Director,  Weiss,  Peck & Greer
L.L.C.

         Philip N. Russo. Director since 2000. Vice President and Director, PIM,
since 1999;  prior to 1999,  Vice President,  Prudential and Managing  Director,
Bankers Trust Company.

         Spiros "Sig" Segalas. Director, President and Chief Investment Officer,
Jennison,  since 1998; prior to 1998,  various  positions to President and Chief
Investment Officer, Jennison Associates Capital Corp.

         Victor Y. Sim. Director since 2000. Vice President,  Prudential,  since
1997.

         John R.  Strangfeld.  Director  since 2000.  Chief  Executive  Officer,
Prudential   Securities   Incorporated,   since  October  2000.  Executive  Vice
President, Prudential Global Asset Management,  Prudential, since February 1998.
Various positions to Chief Executive Officer, Chairman,  President and Director,
PIC, since January 1990.  Chairman,  Pricoa  Capital  Group,  since August 1989;
prior to 1998,  various  positions to Chief  Executive  Officer,  Private  Asset
Management Group, Prudential.

         Keven C.  Uebelein.  Director  since 2000.  Senior  Managing  Director,
Mergers & Acquisitions,  PIM, since 2000;  prior to 2000,  various  positions to
Managing Director, New Products, Private Asset Management Group, Prudential.

         Bernard B. Winograd.  Director  since 2000.  Chief  Executive  Officer,
Prudential Real Estate Investors, since December 1996; Senior Vice President and
Director,  PIM, since December 1998; prior to December 1996, The Taubman Company
LLC.

         No  Trustees  or  officers  of  Focus  Fund  are  employees,  officers,
directors or shareholders of Jennison.

         The table below sets forth  certain  information  with respect to other
registered  investment  companies  advised  by  Jennison  that  have  investment
objectives similar to the growth segment of the Focus Fund:



                                                                          

                                         Net Assets                             Fee Rate (as a % of
Fund                                     as of [recent date]*                   average daily net assets)

Prudential 20/20 Focus Fund                                                     0.30% to $300 million
(Growth Segment)                                                                0.25% over $300 million

The  Prudential     Series     Fund,                                            0.30% to $300 million
Inc.--20/20 Focus Portfolio                                                     0.25% over $300 million
(Growth Segment)

Strategic     Partners      Opportunity                                         0.30% to $300 million
Fund--Strategic Partners                                                        0.25% over $300 million
Focused Growth Fund
(Jennison Segment)

The  Prudential  Series Fund,  Inc.--SP                                         0.30% to $300 million
Strategic Partners                                                              0.25% over $300 million
Focused Growth Portfolio
(Jennison Segment)

Seasons Series Trust                                                            0.40%
Focus Growth Portfolio
(Jennison Segment)

SunAmerica    Style   Select    Series,                                         0.40%
Inc.--Focus     Portfolio     (Jennison
Segment)

Masters' Select Funds Trust                                                     0.75% to $10 million
The   Masters'   Select   Equity   Fund                                         0.50% next $30 million
(Jennison Segment)                                                              0.35% next $25 million
                                                                                0.25% next $335 million
                                                                                0.22% next $600 million
                                                                                0.20% over $1 billion



*        When Jennison  serves as adviser to only a segment of a fund, the value
         of net assets reflects only those assets allocated to Jennison.

Required Vote

         Approval of the New  Sub-Advisory  Agreement  requires the  affirmative
vote of a "majority of the  outstanding  voting  securities"  (as defined  below
under "Additional Information") of Focus Fund.

    The Trustees of Scudder Focus Value+Growth Fund unanimously recommend
         that shareholders of the Fund vote FOR the approval of the New
                            Sub-Advisory Agreement.

       Proposal 3: Approval of a Sub-advisory Agreement with Dreman Value
       Management, L.L.C. with respect to Scudder Focus Value+Growth Fund

         Scudder has proposed,  and the Board of Trustees has approved,  subject
to shareholder  approval,  a Sub-Advisory  Agreement  between Scudder and Dreman
Value Management,  L.L.C.  ("DVM").  Pursuant to a Current Investment Management
Agreement  dated [ ], Scudder  currently  acts as investment  adviser to Scudder
Focus Value+Growth Fund (the "Focus Fund"). Pursuant to a Sub-Advisory Agreement
dated [ ], Jennison  currently acts as sub-adviser  with respect to a portion of
Focus Fund's  investment  portfolio.  As discussed in Proposal 2, it is proposed
that the arrangement with Jennison continue. Scudder proposes to engage a second
sub-adviser with respect to Focus Fund and to delegate day-to-day  management of
a portion of Focus Fund's portfolio to DVM pursuant to the proposed Sub-Advisory
Agreement  between Scudder and DVM (the "DVM  Sub-Advisory  Agreement").  DVM is
controlled  by David N.  Dreman  ("Dreman"),  who  will be  responsible  for the
management  of the  portion  of assets  allocated  by  Scudder[,  with the prior
approval of the Focus Fund's Board,] to DVM. Section 15 of the 1940 Act requires
that  both  shareholders  of Focus  Fund and Focus  Fund's  Board,  including  a
majority of the Non-interested Trustees, approve the DVM Sub-Advisory Agreement.
A  description  of the DVM  Sub-Advisory  Agreement  is set  forth  below and is
qualified in its entirety by reference to Exhibit D. Under the DVM  Sub-Advisory
Agreement, Scudder, and not Focus Fund, would pay DVM any fees due under the DVM
Sub-Advisory  Agreement.  Fund fees and expenses  will not change as a result of
the proposal.

Board Considerations

         On February 4, 2002, the Board, including the Non-interested  Trustees,
of Focus Fund  unanimously  voted to approve  the DVM  Sub-Advisory  Agreement
proposed by Scudder and to recommend its approval to the  shareholders  of Focus
Fund.

         In determining whether to approve the DVM Sub-Advisory Agreement and to
recommend its approval to shareholders, the Board considered various factors and
reviewed  various  materials  furnished by Scudder and DVM. In  particular,  the
Board considered the prior investment performance of comparable accounts managed
by DVM relative to broad-based  indices and to comparably  managed mutual funds,
the  investment  approach  of  DVM  and  the  knowledge  and  experience  of the
investment  professionals who would be responsible for the day-to-day management
of the  portion  of  Focus  Fund's  assets  allocated  to DVM.  The  Board  also
considered the following  factors:  the financial strength and resources of DVM;
the favorable history, reputation, qualifications and background of DVM, as well
as the  qualifications  of its personnel;  the historical  nature and quality of
services  provided  by  Scudder;  the  proposed  nature and  quality of services
provided by DVM to other funds  managed by Scudder and the role of Dreman in the
provision of those services;  and DVM's relationship with Scudder and experience
with other funds managed by Scudder.

         The Board also reviewed the terms of the DVM Sub-Advisory Agreement and
its possible effects on Scudder,  DVM, Focus Fund and Focus Fund's shareholders,
including the change in net  compensation to Scudder.  The Board also considered
that the investment  management  fees paid by Focus Fund would not increase as a
result of the DVM Sub-Advisory Agreement.

Description of the DVM Sub-Advisory Agreement

         The DVM Sub-Advisory Agreement provides that DVM shall serve Scudder as
investment  counsel  with  respect to those  assets of Focus  Fund that  Scudder
determines  to assign to DVM (the "DVM Fund  Account")  in  accordance  with the
investment  objectives,  policies and limitations and subject to the supervision
of  Scudder  and  the  Board.  For its  services  provided  pursuant  to the DVM
Sub-Advisory Agreement, DVM will receive a monthly fee at an annual rate of 0.40
of 1% of the first $250 million of the average  daily net assets of the DVM Fund
Account,  0.35 of 1% of the next $250 million of such average  daily net assets,
0.3375 of 1% of the next $500  million of such  average  daily net  assets,  and
0.2875 of 1% of such average daily net assets over $1 billion.  The sub-advisory
fee is payable by Scudder, not Focus Fund.

         The DVM  Sub-Advisory  Agreement  provides that DVM shall not be liable
for any error of judgment or of law or for any loss suffered by Focus Fund,  the
DVM Fund  Account  or Scudder in  connection  with the  matters to which the DVM
Sub-Advisory Agreement relates,  except loss resulting from willful misfeasance,
bad  faith or gross  negligence  on the  part of DVM in the  performance  of its
obligations and duties or by reason of its reckless disregard of its obligations
and duties under the DVM Sub-Advisory Agreement.

         Under  the  terms  of the  DVM  Sub-Advisory  Agreement,  DVM may pay a
broker-dealer  a  commission  out of the DVM  Fund  Account  for  brokerage  and
research  services  provided by the  broker-dealer  that exceeds the  commission
another  broker-dealer  would have  charged  for  effecting  the same  portfolio
transaction.  This arrangement is subject to policies  approved by the Board and
based upon a good faith  determination  by DVM that the amount of the commission
is reasonable  in relation to the value of the  brokerage and research  services
provided  by such  broker or dealer  viewed in terms of either  that  particular
transaction or DVM's overall responsibilities with respect to the clients of DVM
as to which DVM exercises investment discretion.

         The DVM  Sub-Advisory  Agreement  provides that DVM agrees to indemnify
and hold harmless Scudder and Focus Fund against any losses,  expenses,  claims,
damages or liabilities  (or actions or proceedings in respect  thereof) to which
Scudder or Focus Fund may become subject arising out of or based upon the breach
by DVM of any  provisions  of the DVM  Sub-Advisory  Agreement  or any  wrongful
action by DVM.  Similarly,  Scudder  agrees to indemnify  and hold  harmless DVM
against any losses,  expenses,  claims,  damages or  liabilities  (or actions or
proceedings in respect  thereof) to which DVM may become subject  arising out of
or based upon the breach by Scudder of any  provisions  of the DVM  Sub-Advisory
Agreement or the Investment Management Agreement between Scudder and Focus Fund,
or any wrongful action by Scudder or its affiliates in the distribution of Focus
Fund's shares,  or any wrongful  action by Focus Fund other than wrongful action
that was caused by the breach by DVM of the  provisions of the DVM  Sub-Advisory
Agreement.

         The DVM Sub-Advisory  Agreement may be terminated at any time,  without
the payment by Focus Fund of any penalty, by the Board, by vote of a majority of
the  outstanding  voting  securities of Focus Fund, or by Scudder,  in each case
upon 60 days' written  notice.  The DVM  Sub-Advisory  Agreement also terminates
automatically  in the event of its  assignment  (as that term is  defined in the
1940  Act) or in the  event  of the  termination  of the  Investment  Management
Agreement  between  Scudder  and  Focus  Fund.  Scudder  also  has the  right to
terminate the DVM  Sub-Advisory  Agreement upon immediate  notice if DVM becomes
statutorily  disqualified  from performing its duties under the DVM Sub-Advisory
Agreement or otherwise is legally  prohibited  from  operating as an  investment
adviser. DVM may terminate the DVM Sub-Advisory  Agreement upon 90 days' written
notice.

         If approved by Focus Fund shareholders,  the DVM Sub-Advisory Agreement
will  commence as of the closing of the  Transaction  and remain in effect until
June 30, 2007,  unless sooner  terminated or not annually  approved as described
above.  Notwithstanding  the foregoing,  the DVM  Sub-Advisory  Agreement  shall
continue in effect through June 30, 2007 and from year to year  thereafter  only
as long as such  continuance is approved at least annually by vote of a majority
of Focus Fund's outstanding voting securities, or by Focus Fund's Board, and, in
either event, by a vote of a majority of the  Non-interested  Trustees,  cast in
person at a meeting called for such purpose.

Information about DVM

         DVM, a Delaware limited liability company formed in 1997, has served as
sub-adviser  to registered  investment  companies  managed by Scudder since July
1997. As of [recent date],  DVM managed  approximately $[ ] billion on behalf of
its clients,  which  primarily  include  institutional  accounts and  investment
companies managed by Scudder.

         DVM, located at Ten Exchange Place, Suite 2150, Jersey City, New Jersey
07302, is controlled by David N. Dreman.  Mr. Dreman owns 10.25% of DVM's shares
of  beneficial  interest  but has  100% of the  voting  control.  Various  other
shareholders  (including  DVM employees) own 4.48% of DVM's shares of beneficial
interest,  and the  remaining  85.27%  equity  interest in DVM is held by Harrel
Morris as trustee of an irrevocable trust created under the laws of the State of
New York,  for the benefit of David N. Dreman,  Jr. and Meredith W. Dreman.  The
trust has no voting  rights with respect to directing or managing DVM other than
the right to vote to dissolve DVM or to amend its operating agreement.

         The name and  principal  occupation  of each of the  directors  and the
principal  executive  officers  of DVM are  shown  below.  The  address  of each
director  and  executive  officer,  as it relates  to his duties at DVM,  is Ten
Exchange Place, Suite 2150, Jersey City, New Jersey 07302.

         David N. Dreman.  Chairman, DVM.

         Jim Hutchinson.  President, DVM.

         Yuji Koga.  Senior Vice President, DVM.

         Sergio Pavone.  Chief Financial Officer, DVM.

         John Dorfman.  Managing Director, DVM.

         Walter Kass.  Director of Research, DVM.

         No  Trustees  or  officers  of  Focus  Fund  are  employees,  officers,
directors or  shareholders  of DVM. DVM does not serve as investment  manager or
sub-adviser  for any  investment  company  other than Focus Fund and other funds
managed by Scudder.

         Some  of  the  funds  managed  by  Scudder  for  which  DVM  serves  as
sub-adviser  have  investment  objectives  similar  to those of the Focus  Fund.
Exhibit E sets forth certain information with respect to those funds.

Required Vote

         Approval of the DVM  Sub-Advisory  Agreement  requires the  affirmative
vote of a "majority of the  outstanding  voting  securities"  (as defined  below
under "Additional Information") of Focus Fund.

    The Trustees of Scudder Focus Value+Growth Fund unanimously recommend
         that shareholders of the Fund vote FOR the approval of the DVM
                            Sub-Advisory Agreement.

      Proposal 4: Approval of Sub-Advisory Agreements with Deutsche Asset
    Management Investment Services Limited with respect to Scudder Strategic
                  Income Fund and Scudder Worldwide 2004 Fund

        Scudder has proposed  entering into a  sub-advisory  agreement  (each, a
"DeAMIS Sub-Advisory Agreement"),  on behalf of each of Scudder Strategic Income
Fund and Scudder  Worldwide 2004 Fund (each, a "DSA Fund"),  respectively,  with
Deutsche Asset Management  Investment  Services Limited  ("DeAMIS")  pursuant to
which DeAMIS would furnish information,  investment recommendations,  advice and
assistance  to  Scudder.  Each DeAMIS  Sub-Advisory  Agreement  was  unanimously
approved by each  applicable  Board of Trustees,  including  the  Non-interested
Trustees, at a meeting held on February 4, 2002. The form of DeAMIS Sub-Advisory
Agreement  is  attached  hereto  as  Exhibit  C. A  description  of  the  DeAMIS
Sub-Advisory  Agreement  is set forth below and is  qualified in its entirety by
reference to Exhibit C.

         It is anticipated  that following the closing of the  Transaction,  the
portfolio management teams that are responsible for managing all or a portion of
the DSA Funds' assets will  transition from the United States to London and will
become  employees of DeAMIS.  It is expected that this transition will allow the
portfolio  management  teams  to  access  the  global  reach of  Deutsche  Asset
Management more effectively.

         Following the closing of the Transaction, a certain amount of time will
be necessary  to permit  Scudder and Deutsche  Asset  Management  to prepare and
institute the necessary arrangements for the portfolio managers to transition to
DeAMIS. As a result, the DeAMIS  Sub-Advisory  Agreements will go into effect at
different times  following the closing of the  Transaction  (and in any case not
more than two years following such date) upon the approval of the relevant Board
and its Non-interested Trustees. In addition, the fees to be paid to DeAMIS will
at that time be  determined,  again upon the approval of the relevant  Board and
its Non-interested Trustees. Any such fees payable under the DeAMIS Sub-Advisory
Agreements are paid by Scudder and have no effect on management fees paid by the
DSA Funds to Scudder pursuant to the New Investment Management Agreements. In no
case will the  sub-advisory  fees paid to  DeAMIS by  Scudder  for a DSA Fund be
greater  than those paid by the DSA Fund to Scudder  pursuant to the  Investment
Management Agreements.

        Each DeAMIS Sub-Advisory  Agreement as unanimously approved by the Board
is now being submitted for approval by the  shareholders of each DSA Fund. If it
is approved by the shareholders of a DSA Fund, the DeAMIS Sub-Advisory Agreement
relating to that DSA Fund would  continue in effect until [the next September 30
following  its  date of  effectiveness]  unless  earlier  terminated,  and  will
continue  from year to year  thereafter,  subject to  approval  annually  by the
applicable Board or by a vote of a majority of the outstanding voting securities
of that DSA Fund,  and also,  in either  event,  approval  by a majority  of the
applicable Board's  Non-Interested  Trustees at a meeting called for the purpose
of voting on such  approval.  If the  shareholders  of a DSA Fund should fail to
approve that Fund's DeAMIS Sub-Advisory Agreement,  the applicable Board of such
DSA Fund  will take  such  action,  if any,  as it  considers  to be in the best
interests of such DSA Fund.

Board Considerations

        On February 4, 2002, the Board,  including the Non-interested  Trustees,
of each DSA Fund unanimously voted to approve the applicable DeAMIS Sub-Advisory
Agreement  proposed by Scudder and to recommend its approval to the shareholders
of the particular DSA Fund.

         In considering  whether to approve the DeAMIS  Sub-Advisory  Agreements
and to recommend their approval to shareholders,  the Boards considered  similar
factors to those they  considered  in approving  the New  Investment  Management
Agreements applicable to the DSA Funds, to the extent applicable.  (See Proposal
1 for more  information  regarding  the Boards'  evaluation.)  In addition,  the
Boards  considered the  recommendation  of Scudder and various  information  and
materials  provided by each of Scudder and  DeAMIS.  The Boards also  considered
that  approval  of the  DeAMIS  Sub-Advisory  Agreements  would  not  result  in
significant  changes to the portfolio  management teams  responsible for the DSA
Funds. As discussed  above,  the DeAMIS  Sub-Advisory  Agreements will allow the
portfolio managers to integrate with DeAMIS' London facilities. Furthermore, the
Boards considered that approval of the DeAMIS Sub-Advisory  Agreements would not
affect management fees paid by the DSA Funds.

         The Boards were told [by  representatives  of  Deutsche  Bank] that the
deferral in implementing the DeAMIS Sub-Advisory  Agreements is needed to permit
Scudder and Deutsche  Asset  Management  a sufficient  amount of time (which may
vary  for  each  DSA  Fund)  to  plan,   prepare  and  institute  the  necessary
arrangements for the transition of portfolio management teams to DeAMIS. Scudder
also emphasized to the Boards that the DeAMIS  Sub-Advisory  Agreements would be
implemented  only upon the approval of the applicable DSA Fund's  Non-interested
Trustees  based on  information  they then  deemed  adequate  and  necessary  to
consider these arrangements, including the sub-advisory fee to be paid under the
Agreements.

        Each   applicable   Board,   including  the   Non-interested   Trustees,
unanimously  recommends  that  shareholders  of the  applicable DSA Fund vote in
favor of the approval of the applicable DeAMIS Sub-Advisory Agreement.

Description of the DeAMIS Sub-Advisory Agreements

         Under  each  DeAMIS   Sub-Advisory   Agreement,   DeAMIS  will  provide
sub-advisory  services  relating to the  management of the particular DSA Fund's
assets,  including  developing,  recommending  and  implementing  an  investment
program and strategy for the DSA Fund,  providing research and analysis relative
to the investment  program and  investments of the DSA Fund,  determining  which
securities  should be purchased and sold,  monitoring on a continuing  basis the
performance  of the  portfolio  securities  of the DSA Fund to meet  its  stated
investment  objective  and  placing  orders  for  execution  of the  DSA  Fund's
portfolio  transactions.  DeAMIS is required to provide  reports upon request on
portfolio  transactions  and  reports on assets held in a DSA Fund and will also
inform  Scudder and the officers and Trustees of Scudder  Strategic  Income Fund
and  Scudder  Target Fund (the "DSA  Trusts")  on a current  basis of changes in
investment strategy or tactics or any other developments  materially affecting a
DSA Fund.

         Pursuant to each DeAMIS Sub-Advisory Agreement, DeAMIS, at its expense,
will  furnish  all  necessary  investment  facilities,   including  salaries  of
personnel  required  for it to execute  its  duties  under the  Agreement.  Also
pursuant to each DeAMIS Sub-Advisory Agreement, Scudder, the applicable DSA Fund
and  the  DSA  Trusts  will  assume  and pay  their  respective  organizational,
operational and business expenses not specifically  assumed or agreed to be paid
by DeAMIS  pursuant to the  Agreement.  DeAMIS will pay its own  organizational,
operational and business  expenses but will not be obligated to pay any expenses
of Scudder, the applicable DSA Trust, or the applicable DSA Fund.

         As  noted  above,  the  sub-advisory  fee  payable  under  each  DeAMIS
Sub-Advisory  Agreement  would  be  paid  by the  Investment  Manager,  not  the
particular DSA Fund, and will be set, and may vary from time to time thereafter,
subject to the approval of the applicable DSA Fund's Board, including a majority
of its Non-interested Trustees.

         Each DeAMIS  Sub-Advisory  Agreement  provides that DeAMIS shall not be
liable  for any  error  of  judgment  or law or for  any  loss  suffered  by the
applicable  DSA Trust,  DSA Funds or Scudder in  connection  with the matters to
which the DeAMIS  Sub-Advisory  Agreement  relates,  except loss  resulting from
willful  misconduct,  bad faith or gross negligence on the part of DeAMIS in the
performance  of its  duties  or by  reason  of  its  reckless  disregard  of its
obligations and duties under the DeAMIS Sub-Advisory Agreement.

         Each DeAMIS  Sub-Advisory  Agreement  provides  that  DeAMIS  agrees to
indemnify  and hold  harmless  Scudder  against  any  losses,  claims,  damages,
liabilities or litigation  (including  reasonable  legal and other  expenses) to
which  Scudder  may  become  subject  arising  out of or as a result of  certain
breaches  by  DeAMIS  of its  responsibilities  under  the  DeAMIS  Sub-Advisory
Agreement.  Similarly,  Scudder  agrees to indemnify  and hold  harmless  DeAMIS
against  any losses,  claims,  damages,  liabilities  or  litigation  (including
reasonable  legal and other expenses) to which DeAMIS may become subject arising
out of or as a result of certain  breaches  by  Scudder of its  responsibilities
under  the  DeAMIS  Sub-Advisory  Agreement  or the  applicable  New  Investment
Management Agreement.

         Each DeAMIS Sub-Advisory Agreement may be terminated without penalty at
any time by the applicable  Trustees,  by vote of a majority of the  outstanding
voting securities of the applicable DSA Fund, or by Scudder or by DeAMIS upon 60
days'  written  notice,  and will  automatically  terminate  in the event of its
assignment by either party to the particular DeAMIS Sub-Advisory  Agreement,  as
defined in the 1940 Act, or upon  termination of the New  Investment  Management
Agreement with the DSA Trust, on behalf of the applicable DSA Fund. In addition,
Scudder  or the  applicable  DSA  Trust  may  terminate  the  applicable  DeAMIS
Sub-Advisory  Agreement  upon  immediate  notice if DeAMIS  becomes  statutorily
disqualified  from  performing  its duties  under the  Agreement or otherwise is
legally prohibited from operating as an investment adviser.

         Each DeAMIS  Sub-Advisory  Agreement  may be amended only in accordance
with applicable law, and only by a written  instrument  signed by all parties to
the Agreement.

Information about DeAMIS

         DeAMIS,  with  headquarters  at One Appold  Street,  London,  EC2A 2UU,
England,  provides a full range of international investment advisory services to
institutional and retail clients, and as of December 31, 2001, managed more than
$6 billion in assets. DeAMIS is an indirect wholly-owned  subsidiary of Deutsche
Bank.

         The principal  occupations  of each  director and  principal  executive
officer  of DeAMIS  are set forth in the table  below.  The  principal  business
address of each director and principal  executive officer,  as it relates to his
or her duties at DeAMIS, is One Appold Street,  London,  EC2A 2UU,  England.  No
Trustees or officers of the DSA Trusts are  employees,  officers,  directors  or
shareholders of DeAMIS.

         Alexander Tedder.  Director, DeAMIS.

         Richard Charles Wilson.  Director, DeAMIS.

         Annette Jane Fraser.  Chief Executive Officer, DeAMIS.

         Stephen John Maynard.  Finance Officer, DeAMIS.

         Matthew Alan Linsey.  Director, DeAMIS.

         Adrian Dyke.  Secretary, DeAMIS.

         Exhibit E sets forth (as of each  fund's last fiscal year end) the fees
and other information  regarding  investment companies advised or sub-advised by
DeAMIS that have similar investment objectives to the DSA Funds.

Brokerage Commissions on Fund Transactions

         DeAMIS  will  place all orders for  portfolio  transactions  of the DSA
Funds'  securities.  In  selecting  brokers  and  dealers  with  which  to place
portfolio  transactions  for a DSA Fund,  DeAMIS may consider its affiliates and
also firms that sell shares of mutual funds  advised by DeAMIS or recommend  the
purchase  of such  funds.  When it can be done  consistently  with the policy of
obtaining  the most  favorable  net  results,  DeAMIS may place such orders with
brokers  and  dealers  who  provide  market,   statistical  and  other  research
information  to a DSA  Fund or  DeAMIS.  DeAMIS  is  authorized,  under  certain
circumstances,  when placing portfolio transactions for equity securities to pay
a  brokerage  commission  (to the  extent  applicable)  in excess of that  which
another broker might charge for executing the same transaction on account of the
receipt of market, statistical and other research information.  The placement of
portfolio transactions is supervised by DeAMIS.

Required Vote

         Approval of each DeAMIS Sub-Advisory Agreement requires the affirmative
vote of a "majority of the  outstanding  voting  securities"  (as defined  below
under "Additional Information") of the applicable DSA Fund.

    The Trustees of Scudder Strategic Income Fund and Scudder Worldwide 2004
        Fund unanimously recommend that shareholders of each such Fund
          vote FOR the approval of the DeAMIS Sub-Advisory Agreement.

                             Additional Information

General

         The cost of preparing,  printing and mailing the enclosed proxy card(s)
and this Proxy  Statement,  and all other costs incurred in connection  with the
solicitation of proxies,  including any additional  solicitation made by letter,
telephone,  facsimile  or  telegraph,  will  be paid by Scudder. In  addition to
solicitation  by mail,  certain  officers  and  representatives  of each  Trust,
officers and employees of Scudder and certain financial services firms and their
representatives,  who will receive no extra compensation for their services, may
solicit proxies by telephone, telegram or personally.

         Any  shareholder of a Fund giving a proxy has the power to revoke it by
mail  (addressed  to the  Secretary  at the  principal  executive  office of the
applicable Trust, c/o Zurich Scudder  Investments,  Inc., at the address for the
Trust shown at the beginning of this Proxy Statement) or in person at a Meeting,
by executing a superseding  proxy or by submitting a notice of revocation to the
applicable Fund. All properly executed proxies received in time for the Meetings
will be voted as  specified  in the proxy or, if no  specification  is made,  in
favor of each Proposal referred to in the Proxy Statement.

          The presence at a Meeting, in person or by proxy, of the holders of at
least 30%,  with respect to each Fund,  other than Scudder  Floating  Rate Fund,
Scudder Focus Growth Fund, Scudder Research Fund and Scudder S&P 500 Stock Fund,
or at least one-third,  in the case of Scudder Floating Rate Fund, Scudder Focus
Growth Fund, Scudder Research Fund and Scudder S&P 500 Stock Fund, of the shares
entitled to be cast of such Fund shall be necessary and sufficient to constitute
a quorum for the transaction of business. In the event that the necessary quorum
to  transact  business  or the vote  required  to approve  any  Proposal  is not
obtained at a Meeting  with respect to one or more Funds,  the persons  named as
proxies may propose one or more  adjournments  of the Meeting in accordance with
applicable  law to permit further  solicitation  of proxies with respect to that
Proposal.  Any such adjournment as to a matter will require the affirmative vote
of the holders of a majority of the concerned Fund's shares present in person or
by proxy at a Meeting.  The persons  named as proxies  will vote in favor of any
such adjournment  those proxies which they are entitled to vote in favor of that
Proposal and will vote against any such  adjournment  those  proxies to be voted
against that Proposal.  For purposes of determining the presence of a quorum for
transacting  business at a 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 neither received instructions from the beneficial owner or
other  persons  entitled  to  vote  nor  has  discretionary  power  to vote on a
particular matter.  Accordingly,  shareholders are urged to forward their voting
instructions promptly.

          Approval of each of the  Proposals,  with  respect to each  applicable
Fund,  requires  the  affirmative  vote of the  holders  of a  "majority  of the
outstanding  voting  securities"  of  that  Fund.  The  term  "majority  of  the
outstanding  voting  securities," as defined in the 1940 Act and as used in this
Proxy  Statement,  means:  the affirmative  vote of the lesser of (i) 67% of the
voting  securities  of a Fund  present  at a  Meeting  if more  than  50% of the
outstanding  voting  securities of the Fund are present in person or by proxy or
(ii) more than 50% of the outstanding voting securities of the Fund.

          Abstentions  will  have  the  effect  of a "no"  vote  on  each of the
Proposals.  Broker non-votes will have the effect of a "no" vote for each of the
Proposals if such vote is determined  on the basis of obtaining the  affirmative
vote of more than 50% of the outstanding shares of a Fund. Broker non-votes will
not  constitute  "yes"  or "no"  votes  for  each of the  Proposals  and will be
disregarded  in  determining  the voting  securities  "present"  if such vote is
determined on the basis of the affirmative vote of 67% of the voting  securities
of a Fund present at a Meeting.  Broker  non-votes are not likely to be relevant
to the  Meetings  because  the Funds  have been  advised  by the New York  Stock
Exchange that each of the Proposals to be voted upon by the shareholders involve
matters that the New York Stock Exchange  considers to be routine and within the
discretion  of  brokers  to  vote  if no  customer  instructions  are  received.
Shareholders of each Fund will vote separately with respect to each Proposal.

         If  shareholder  approval is not  obtained  prior to the closing of the
Transaction,  Scudder would propose to enter into an interim advisory  agreement
with  your  Fund,  pursuant  to Rule  15a-4  under  the 1940  Act.  The  interim
agreement, which would take effect upon completion of the acquisition of Scudder
by Deutsche Bank, would be in substantially  the same form as the New Investment
Management  Agreement,  but  would  not  include  the new  provisions  regarding
flexibility in managing assets and would include special provisions  required by
Rule 15a-4, including:

          o    a maximum term of 150 days;

          o    a  provision  that the Board or  holders  of a  majority  of your
               Fund's  shares may  terminate  the  agreement at any time without
               penalty on not more than 10 days' written notice; and

          o    a provision  that the  compensation  earned by Scudder  under the
               agreement  would be held in an  interest-bearing  escrow  account
               until  shareholder  approval  of the  New  Investment  Management
               Agreement  is  obtained,  after  which the  amount in the  escrow
               account (together with any interest) would be paid to Scudder.

         If any Fund  relying  on Rule  15a-4  has not  received  the  requisite
shareholder approval for the New Investment Management Agreement within 150 days
after  completion of the  acquisition  of Scudder by Deutsche  Bank,  fees (less
reasonable  expenses) would be returned and the Board of the affected Trust will
consider other appropriate  arrangements  subject to approval in accordance with
the 1940 Act.

         Holders of record of the  shares of each Fund at the close of  business
on February 8, 2002,  as to any matter on which they are entitled to vote,  will
be  entitled  to one vote per  share on all  business  of a  Meeting.  The table
provided in Appendix 8 hereto  sets forth the number of shares  outstanding  for
each Fund as of [ ], 2002.

         To the best of each Trust's knowledge, as of [ ____________ ], 2001, no
person owned beneficially more than 5% of any Fund's outstanding shares,  except
as stated in Appendix 9.

         Appendix  10 lists the amount of shares  and dollar  range of each Fund
owned directly or beneficially by the Trustees of the relevant Board.

         Georgeson  Shareholder  Communications,  Inc.  ("Georgeson")  has  been
engaged to assist in the  solicitation of proxies,  at an estimated cost of $[ ]
per Fund, plus expenses. As the Meeting date approaches, certain shareholders of
each Fund may receive a telephone  call from a  representative  of  Georgeson if
their votes have not yet been  received.  Authorization  to permit  Georgeson to
execute  proxies may be obtained by  telephonic  or  electronically  transmitted
instructions  from  shareholders  of  each  Fund.   Proxies  that  are  obtained
telephonically  will be recorded in  accordance  with the  procedures  described
below.  The Trustees  believe that these  procedures are reasonably  designed to
ensure that both the identity of the shareholder casting the vote and the voting
instructions of the shareholder are accurately determined.

         In all cases  where a  telephonic  proxy is  solicited,  the  Georgeson
representative is required to ask for each  shareholder's full name and address,
or the last  four  digits  of the  shareholder's  social  security  or  employer
identification number, or both, and to confirm that the shareholder has received
the proxy  materials in the mail. If the  shareholder  is a corporation or other
entity,  the Georgeson  representative is required to ask for the person's title
and  confirmation  that the  person is  authorized  to direct  the voting of the
shares.  If the information  solicited  agrees with the information  provided to
Georgeson,  then the Georgeson  representative has the responsibility to explain
the  process,  read  the  Proposals  listed  on the  proxy  card and ask for the
shareholder's   instructions   on  each   Proposal.   Although   the   Georgeson
representative is permitted to answer questions about the process,  he or she is
not permitted to recommend to the  shareholder  how to vote,  other than to read
any recommendation set forth in this Proxy Statement.  Georgeson will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will be
sent a letter or mailgram to confirm his or her vote and asking the  shareholder
to call  Georgeson  immediately  if his or her  instructions  are not  correctly
reflected in the confirmation.

         Shareholders  may  also  provide  their  voting  instructions   through
telephone   touch-tone   voting  or  Internet  voting.   These  options  require
shareholders  to  input a  control  number  which  is  located  on  each  voting
instruction card. After inputting this number,  shareholders will be prompted to
provide their voting  instructions on each Proposal.  Shareholders  will have an
opportunity to review their voting  instructions and make any necessary  changes
before submitting their voting instructions and terminating their telephone call
or  Internet  link.  Shareholders  who vote via the  Internet,  in  addition  to
confirming their voting  instructions prior to submission,  will also receive an
e-mail confirming their instructions upon request.

         If a shareholder wishes to participate in a 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  Georgeson  toll-free  at (866)
515-0333.  Any  proxy  given by a  shareholder  is  revocable  until  voted at a
Meeting.

Shareholder Proposals for Subsequent Meetings

         Shareholders  wishing  to submit  proposals  for  inclusion  in a proxy
statement for a shareholder  meeting subsequent to the Meetings,  if any, should
send their  written  proposals to the  Secretary of the  applicable  Trust,  c/o
Zurich  Scudder  Investments,  Inc.,  at the  address for the Trust shown at the
beginning  of  this  Proxy  Statement,  within  a  reasonable  time  before  the
solicitation  of proxies for such meeting.  The timely  submission of a proposal
does not guarantee its inclusion.

Other Matters to Come Before the Meetings

         The  Boards are not aware of any  matters  that will be  presented  for
action at the Meetings other than the matters described in this material. 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
as to any such other  matters in  accordance  with  their best  judgment  in the
interest of each Trust and/or Fund.

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,


John Millette
Secretary







                        INDEX OF EXHIBITS AND APPENDICES


EXHIBIT A:    FORM OF NEW INVESTMENT MANAGEMENT AGREEMENT

EXHIBIT B:    MANAGEMENT FEE RATES FOR FUNDS MANAGED BY SCUDDER WITH SIMILAR
              INVESTMENT OBJECTIVES

EXHIBIT C:    FORM OF NEW SUB-ADVISORY AGREEMENT

EXHIBIT D:    FORM OF DVM SUB-ADVISORY AGREEMENT

EXHIBIT E:    INFORMATION REGARDING OTHER FUNDS ADVISED OR SUB-ADVISED BY DVM

EXHIBIT F:    INFORMATION REGARDING OTHER FUNDS ADVISED OR SUB-ADVISED BY DeAMIS

APPENDIX 1:   TRUSTS AND SERIES

APPENDIX 2:   INFORMATION REGARDING SCUDDER

APPENDIX 3:   PROPOSED PORTFOLIO MANAGER CHANGES

APPENDIX 4:   FEES PAID TO SFAC, SISC, SSC, SDI AND SISI

APPENDIX 5:   FUND MANAGEMENT FEE RATES, NET ASSETS AND AGGREGATE MANAGEMENT
              FEES

APPENDIX 6:   ADMINISTRATIVE SERVICES FEES

APPENDIX 7:   DATES RELATING TO INVESTMENT MANAGEMENT AGREEMENTS

APPENDIX 8:   FUND SHARES OUTSTANDING

APPENDIX 9:   BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES

APPENDIX 10:  FUND SHARES OWNED BY TRUSTEES AND EXECUTIVE OFFICERS

APPENDIX 11:  OFFICERS






                                    Exhibit A

                                 Master Form of

                       New Investment Management Agreement

                  {Underscored items in brackets are applicable
                     to Massachusetts business trusts only.}

                  {Items in brackets that are not underscored
                 are applicable to Maryland corporations only.}



                      {Name of Trust} {Name of Corporation}
                            222 South Riverside Plaza
                             Chicago, Illinois 60606


                                                                    [Date], 2002

[Zurich Scudder Investments, Inc.]
[address]

                         Investment Management Agreement
                            [Name of Series, if any]

Ladies and Gentlemen:

      [Name of {Trust}  {Corporation}] (the {"Trust"}  {"Corporation"}) has been
established as a {Massachusetts business trust} {Maryland corporation) to engage
in  the  business  of  an   investment   company.   Pursuant  to  the  {Trust's}
{Corporation's}  {Declaration of Trust} {Articles of Incorporation},  as amended
from time to time (the  {"Declaration"}  {"Articles"}),  the Board of {Trustees}
{Directors} [for all  Trusts/Corporations  except Scudder Floating Rate Fund: is
authorized to issue the {Trust's shares of beneficial  interest}  {Corporation's
shares of common stock}, par value $____ per share, (the "Shares"),  in separate
series,  or funds.  The Board of {Trustees}  {Directors} has authorized [Name of
Fund] (the "Fund"). Series may be abolished and dissolved, and additional series
established,  from time to time by action  of the  {Trustees}  {Directors}.][for
Scudder  Floating  Rate Fund  only:  may  authorize  the  issuance  of shares of
beneficial interest,  par value $0.01 per share, (the "Shares") including shares
in separate classes and series.]

      The {Trust} {Corporation},  on behalf of the Fund, has selected you to act
as the investment manager of the Fund and to provide certain other services,  as
more fully set forth below,  and you have  indicated that you are willing to act
as such  investment  manager and to perform  such  services  under the terms and
conditions  hereinafter set forth.  Accordingly,  the {Trust}  {Corporation}  on
behalf of the Fund agrees with you as follows:

      1.  Delivery  of  Documents.  The  {Trust}  {Corporation}  engages  in the
business of investing and  reinvesting  the assets of the Fund in the manner and
in  accordance  with  the  investment  objectives,   policies  and  restrictions
specified in the currently effective Prospectus (the "Prospectus") and Statement
of  Additional  Information  (the "SAI")  relating  to the Fund  included in the
{Trust's} {Corporation's} Registration Statement on [for all Trusts/Corporations
except Scudder  Floating Rate Fund:  Form N-1A][for  Scudder  Floating Rate Fund
only:  Form N-2], as amended from time to time, (the  "Registration  Statement")
filed by the {Trust}  {Corporation} under the Investment Company Act of 1940, as
amended, (the "1940 Act") and the Securities Act of 1933, as amended.  Copies of
the documents  referred to in the preceding  sentence have been furnished to you
by the {Trust}  {Corporation}.  The {Trust} {Corporation} has also furnished you
with  copies  properly  certified  or  authenticated  of each  of the  following
additional documents related to the {Trust} {Corporation} and the Fund:

     (a)  The {Declaration} {Articles}, as amended to date.

     (b)  By-Laws of the {Trust}  {Corporation}  as in effect on the date hereof
          (the "By-Laws"). -----

     (c)  Resolutions of the {Trustees} {Directors} of the {Trust} {Corporation}
          and the  shareholders of the Fund selecting you as investment  manager
          and approving the form of this Agreement.

     (d)  Establishment  and  Designation  of Series  of  Shares of  {Beneficial
          Interest} {Common Stock} relating to the Fund, as applicable.

      The {Trust}  {Corporation} will furnish you from time to time with copies,
properly  certified or  authenticated,  of all amendments of or supplements,  if
any, to the foregoing,  including the Prospectus,  the SAI and the  Registration
Statement.

      2. Portfolio  Management  Services.  As manager of the assets of the Fund,
you shall provide continuing  investment management of the assets of the Fund in
accordance with the investment  objectives,  policies and restrictions set forth
in the  Prospectus  and SAI; the  applicable  provisions of the 1940 Act and the
Internal  Revenue Code of 1986, as amended,  (the "Code")  relating to regulated
investment  companies and all rules and  regulations  thereunder;  and all other
applicable  federal and state laws and  regulations of which you have knowledge;
subject   always  to  policies  and   instructions   adopted  by  the  {Trust's}
{Corporation's} Board of {Trustees}  {Directors}.  In connection therewith,  you
shall use  reasonable  efforts to manage  the Fund so that it will  qualify as a
regulated  investment  company  under  Subchapter M of the Code and  regulations
issued  thereunder.  The Fund shall have the benefit of the investment  analysis
and  research,  the review of  current  economic  conditions  and trends and the
consideration  of  long-range  investment  policy  generally  available  to your
investment  advisory  clients.  In  managing  the  Fund in  accordance  with the
requirements  set forth in this  section 2, you shall be entitled to receive and
act upon  advice of counsel to the  {Trust}  {Corporation}.  You shall also make
available to the {Trust}  {Corporation}  promptly upon request all of the Fund's
investment   records  and  ledgers  as  are  necessary  to  assist  the  {Trust}
{Corporation}  in  complying  with the  requirements  of the 1940 Act and  other
applicable  laws. To the extent required by law, you shall furnish to regulatory
authorities  having  the  requisite  authority  any  information  or  reports in
connection  with the services  provided  pursuant to this Agreement which may be
requested  in  order  to  ascertain   whether  the  operations  of  the  {Trust}
{Corporation}  are being  conducted in a manner  consistent with applicable laws
and regulations.

      You shall determine the securities, instruments,  investments, currencies,
repurchase  agreements,   futures,  options  and  other  contracts  relating  to
investments  to be purchased,  sold or entered into by the Fund and place orders
with broker-dealers,  foreign currency dealers,  futures commission merchants or
others pursuant to your  determinations and all in accordance with Fund policies
as expressed in the Registration Statement.  You shall determine what portion of
the Fund's  portfolio  shall be invested in securities and other assets and what
portion, if any, should be held uninvested.

      You shall  furnish to the  {Trust's}  {Corporation's}  Board of {Trustees}
{Directors}  periodic  reports on the investment  performance of the Fund and on
the performance of your  obligations  pursuant to this Agreement,  and you shall
supply such additional reports and information as the {Trust's}  {Corporation's}
officers or Board of {Trustees} {Directors} shall reasonably request.

      3.  Delegation  of  Portfolio  Management  Services.  Subject to the prior
approval  of a  majority  of the  members  of the  Fund's  Board  of  {Trustees}
{Directors},  including a majority  of the  {Trustees}  {Directors}  who are not
"interested   persons,"  as  defined  in  the  1940  Act,  you  may,  through  a
sub-advisory agreement or other arrangement,  delegate to any other company that
you  control,  are  controlled  by,  or are under  common  control  with,  or to
specified  employees of any such  companies,  or to more than one such  company,
certain of your duties enumerated in section 2 hereof;  provided, that you shall
continue to supervise the services provided by such company or employees and any
such delegation shall not relieve you of any of your obligations hereunder.

      Subject to the provisions of this Agreement, the duties of any sub-adviser
or delegate, the portion of portfolio assets of the Fund that the sub-adviser or
delegate shall manage and the fees to be paid to the  sub-adviser or delegate by
you  under and  pursuant  to any  sub-advisory  agreement  or other  arrangement
entered into in accordance with this Agreement may be adjusted from time to time
by you, subject to the prior approval of a majority of the members of the Fund's
Board  of  {Trustees}  {Directors},  including  a  majority  of  the  {Trustees}
{Directors} who are not "interested persons," as defined in the 1940 Act.

      4.  Administrative  Services.  In  addition  to the  portfolio  management
services specified above in section 2, you shall furnish at your expense for the
use of the Fund such office  space and  facilities  in the United  States as the
Fund  may  require  for its  reasonable  needs,  and you (or one or more of your
affiliates  designated  by  you)  shall  render  to  the  {Trust}  {Corporation}
administrative  services on behalf of the Fund  necessary  for operating as [not
for Scudder Floating Rate Fund: an  open-end][for  Scudder Floating Rate Fund: a
closed-end]  investment  company and not provided by persons not parties to this
Agreement  including,  but not  limited  to,  preparing  reports to and  meeting
materials for the {Trust's}  {Corporation's} Board of {Trustees} {Directors} and
reports and notices to Fund shareholders;  supervising,  negotiating contractual
arrangements with, to the extent appropriate, and monitoring the performance of,
accounting agents, custodians, depositories, transfer agents and pricing agents,
accountants,  attorneys, printers,  underwriters,  brokers and dealers, insurers
and other  persons in any  capacity  deemed to be necessary or desirable to Fund
operations;  preparing  and making  filings  with the  Securities  and  Exchange
Commission (the "SEC") and other regulatory and  self-regulatory  organizations,
including,  but not limited to,  preliminary  and  definitive  proxy  materials,
post-effective amendments to the Registration Statement,  semi-annual reports on
Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the
tabulation of proxies by the Fund's transfer agent; assisting in the preparation
and filing of the Fund's  federal,  state and local tax returns;  preparing  and
filing the Fund's  federal  excise tax return  pursuant  to Section  4982 of the
Code;   providing   assistance  with  investor  and  public  relations  matters;
monitoring  the valuation of portfolio  securities  and the  calculation  of net
asset value;  monitoring the registration of Shares of the Fund under applicable
federal and state securities  laws;  maintaining or causing to be maintained for
the Fund all books, records and reports and any other information required under
the 1940 Act,  to the extent  that such  books,  records  and  reports and other
information  are not  maintained by the Fund's  custodian or other agents of the
Fund;  assisting in establishing the accounting policies of the Fund;  assisting
in the resolution of accounting issues that may arise with respect to the Fund's
operations and consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection  therewith;  establishing
and monitoring the Fund's operating expense budgets; reviewing the Fund's bills;
processing the payment of bills that have been approved by an authorized person;
assisting  the Fund in  determining  the amount of dividends  and  distributions
available to be paid by the Fund to its  shareholders,  preparing  and arranging
for the printing of dividend notices to shareholders, and providing the transfer
and dividend  paying agent,  the custodian,  and the accounting  agent with such
information  as is required  for such parties to effect the payment of dividends
and distributions;  and otherwise assisting the {Trust}  {Corporation} as it may
reasonably  request  in the  conduct  of the  Fund's  business,  subject  to the
direction  and  control of the  {Trust's}  {Corporation's}  Board of  {Trustees}
{Directors}.  Nothing  in this  Agreement  shall be deemed to shift to you or to
diminish  the  obligations  of any agent of the Fund or any other  person  not a
party to this Agreement which is obligated to provide services to the Fund.

      5.  Allocation of Charges and Expenses.  Except as otherwise  specifically
provided in this section 5, you shall pay the  compensation  and expenses of all
{Trustees}  {Directors},   officers  and  executive  employees  of  the  {Trust}
{Corporation}  (including  the Fund's share of payroll taxes) who are affiliated
persons of you, and you shall make  available,  without expense to the Fund, the
services  of such of your  directors,  officers  and  employees  as may  duly be
elected  officers  of the  {Trust}  {Corporation},  subject to their  individual
consent to serve and to any  limitations  imposed by law.  You shall  provide at
your expense the portfolio management services described in section 2 hereof and
the administrative services described in section 4 hereof.

      You shall not be required to pay any expenses of the Fund other than those
specifically  allocated  to you in this  section 5. In  particular,  but without
limiting the generality of the foregoing,  you shall not be responsible,  except
to the extent of the reasonable  compensation  of such of the Fund's  {Trustees}
{Directors}  and officers as are  directors,  officers or employees of you whose
services may be involved,  for the following expenses of the Fund:  organization
expenses of the Fund (including  out-of-pocket  expenses, but not including your
overhead or employee costs);  fees payable to you and to any other Fund advisors
or consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Fund's custodian or
other agents of the {Trust} {Corporation};  telephone, telex, facsimile, postage
and other communications  expenses;  taxes and governmental fees; fees, dues and
expenses  incurred  by the Fund in  connection  with  membership  in  investment
company trade  organizations;  fees and expenses of the Fund's  accounting agent
for which the {Trust}  {Corporation} is responsible pursuant to the terms of the
Fund Accounting Services Agreement, custodians,  subcustodians, transfer agents,
dividend  disbursing  agents and  registrars;  payment for portfolio  pricing or
valuation   services  to  pricing   agents,   accountants,   bankers  and  other
specialists,  if any;  expenses of preparing share  certificates  and, except as
provided  below  in this  section  5,  other  expenses  in  connection  with the
issuance, offering,  distribution,  sale, redemption or repurchase of securities
issued by the Fund; expenses relating to investor and public relations; expenses
and fees of  registering  or  qualifying  Shares of the Fund for sale;  interest
charges, bond premiums and other insurance expense; freight, insurance and other
charges in connection with the shipment of the Fund's portfolio securities;  the
compensation and all expenses  (specifically  including travel expenses relating
to {Trust}  {Corporation}  business)  of  {Trustees}  {Directors},  officers and
employees of the {Trust}  {Corporation}  who are not affiliated  persons of you;
brokerage  commissions or other costs of acquiring or disposing of any portfolio
securities of the Fund; expenses of printing and distributing  reports,  notices
and dividends to shareholders; expenses of printing and mailing Prospectuses and
SAIs of the Fund and supplements  thereto;  costs of stationery;  any litigation
expenses;  indemnification of {Trustees} {Directors} and officers of the {Trust}
{Corporation}; and costs of shareholders' and other meetings.

      You  shall  not be  required  to pay  expenses  of any  activity  which is
primarily intended to result in sales of Shares of the Fund if and to the extent
that (i) such expenses are required to be borne by a principal underwriter which
acts  as the  distributor  of the  Fund's  Shares  pursuant  to an  underwriting
agreement which provides that the  underwriter  shall assume some or all of such
expenses,  or (ii) the  {Trust}  {Corporation}  on behalf of the Fund shall have
adopted a plan in conformity  with Rule 12b-1 under the 1940 Act providing  that
the Fund (or some other party) shall  assume some or all of such  expenses.  You
shall  be  required  to pay  such of the  foregoing  sales  expenses  as are not
required to be paid by the principal  underwriter  pursuant to the  underwriting
agreement  or are not  permitted  to be paid by the Fund (or some  other  party)
pursuant to such a plan.

      6.  Management  Fee. For all services to be rendered,  payments to be made
and costs to be assumed by you as  provided  in  sections 2, 3, 4, and 5 hereof,
the {Trust}  {Corporation}  on behalf of the Fund shall pay you in United States
Dollars on the last day of each  month the unpaid  balance of a fee equal to the
excess of [see Appendix 5 to this Proxy Statement for the investment  management
fee rate paid by each  Fund]  over any  compensation  waived by you from time to
time (as more fully  described  below).  You shall be entitled to receive during
any month such  interim  payments of your fee  hereunder  as you shall  request,
provided  that no such payment shall exceed 75 percent of the amount of your fee
then accrued on the books of the Fund and unpaid.

      The  "average  daily net assets" of the Fund shall mean the average of the
values  placed on the Fund's net assets as of 4:00 p.m.  (New York time) on each
day on which the net asset value of the Fund is determined  consistent  with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully  determines
the value of its net assets as of some other time on each  business  day,  as of
such time.  The value of the net assets of the Fund shall  always be  determined
pursuant to the applicable  provisions of the  {Declaration}  {Articles} and the
Registration  Statement.  If the  determination of net asset value does not take
place for any particular day, then for the purposes of this section 6, the value
of the net assets of the Fund as last determined shall be deemed to be the value
of its net assets as of 4:00 p.m.  (New York time),  or as of such other time as
the value of the net assets of the Fund's  portfolio may be lawfully  determined
on that day. If the Fund determines the value of the net assets of its portfolio
more than once on any day, then the last such determination  thereof on that day
shall  be  deemed  to be the  sole  determination  thereof  on that  day for the
purposes of this section 6.

      [For Scudder California  Tax-Free Income Fund and Scudder U.S.  Government
Securities Fund only: You agree that your gross compensation for any fiscal year
shall not be greater than an amount which,  when added to other  expenses of the
Fund, shall cause the aggregate expenses of the Fund to equal ______% of average
daily net assets.  [Scudder U.S. Government Securities Fund: 1% of average daily
net assets;  Scudder California  Tax-Free Income Fund: 1.5% of average daily net
assets up to $30 million and 1% of average  daily net assets over $30  million.]
Except to the extent that such amount has been reflected in reduced  payments to
you, you shall  refund to the Fund the amount of any payment  received in excess
of the limitation  pursuant to this section 6 as promptly as  practicable  after
the end of such fiscal year,  provided that you shall not be required to pay the
Fund an amount greater than the fee paid to you in respect of such year pursuant
to this  Agreement.  As used in this  section  6,  "expenses"  shall  mean those
expenses  included in the  applicable  expense  limitation  having the  broadest
specifications  thereof,  and "expense  limitation" means a limit on the maximum
annual expenses which may be incurred by an investment company determined (i) by
multiplying a fixed  percentage by the average,  or by multiplying more than one
such percentage by different  specified amounts of the average, of the values of
an investment  company's  net assets for a fiscal year or (ii) by  multiplying a
fixed percentage by an investment  company's net investment  income for a fiscal
year.]

      You may waive all or a portion of your fees  provided  for  hereunder  and
such waiver shall be treated as a reduction in purchase  price of your services.
You  shall  be  contractually  bound  hereunder  by the  terms  of any  publicly
announced  waiver of your fee, or any limitation of the Fund's  expenses,  as if
such waiver or limitation were fully set forth herein.

      7.  Avoidance  of  Inconsistent  Position;   Services  Not  Exclusive.  In
connection with purchases or sales of portfolio securities and other investments
for the account of the Fund, neither you nor any of your directors,  officers or
employees  shall act as a principal or agent or receive any  commission.  You or
your agent shall arrange for the placing of all orders for the purchase and sale
of  portfolio  securities  and other  investments  for the Fund's  account  with
brokers or dealers selected by you in accordance with Fund policies as expressed
in the  Registration  Statement.  If any occasion should arise in which you give
any advice to clients of yours  concerning the Shares of the Fund, you shall act
solely as  investment  counsel for such  clients and not in any way on behalf of
the Fund.

      Your services to the Fund pursuant to this  Agreement are not to be deemed
to be exclusive  and it is  understood  that you may render  investment  advice,
management and services to others. In acting under this Agreement,  you shall be
an  independent  contractor  and  not an  agent  of the  {Trust}  {Corporation}.
Whenever the Fund and one or more other accounts or investment companies advised
by you have available funds for investment, investments suitable and appropriate
for each shall be allocated in accordance with procedures  believed by you to be
equitable to each entity.  Similarly,  opportunities to sell securities shall be
allocated in a manner believed by you to be equitable.  The Fund recognizes that
in some cases this procedure may adversely  affect the size of the position that
may be acquired or disposed of for the Fund.

      8.  Limitation  of  Liability  of  Manager.   As  an  inducement  to  your
undertaking  to  render  services  pursuant  to  this  Agreement,   the  {Trust}
{Corporation}  agrees that you shall not be liable under this  Agreement for any
error of  judgment  or  mistake of law or for any loss  suffered  by the Fund in
connection  with the  matters to which this  Agreement  relates,  provided  that
nothing in this  Agreement  shall be deemed to protect or purport to protect you
against any liability to the {Trust} {Corporation}, the Fund or its shareholders
to which you would  otherwise be subject by reason of willful  misfeasance,  bad
faith or gross  negligence in the  performance  of your duties,  or by reason of
your reckless disregard of your obligations and duties hereunder.

      9. Duration and Termination of This Agreement. This Agreement shall remain
in force  until  September  30,  2002,  and  continue in force from year to year
thereafter,  but only so long as such  continuance is  specifically  approved at
least annually (a) by the vote of a majority of the {Trustees}  {Directors}  who
are not parties to this  Agreement  or  interested  persons of any party to this
Agreement,  cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the {Trustees} {Directors} of the {Trust} {Corporation}, or
by the vote of a majority of the outstanding  voting securities of the Fund. The
aforesaid  requirement  that  continuance  of this  Agreement  be  "specifically
approved at least annually"  shall be construed in a manner  consistent with the
1940  Act and the  rules  and  regulations  thereunder  and any  applicable  SEC
exemptive order therefrom.

      This  Agreement  may be  terminated  with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting  securities  of the  Fund or by the  {Trust's}  {Corporation's}  Board of
{Trustees}  {Directors} on 60 days' written notice to you, or by you on 60 days'
written  notice to the {Trust}  {Corporation}.  This Agreement  shall  terminate
automatically in the event of its assignment.

      This  Agreement  may be  terminated  with  respect to the Fund at any time
without the payment of any penalty by the Board of {Trustees}  {Directors} or by
vote of a majority of the outstanding voting securities of the Fund in the event
that it shall have been  established by a court of competent  jurisdiction  that
you or any of your officers or directors has taken any action which results in a
breach of your covenants set forth herein.

      10.  Amendment of this  Agreement.  No provision of this  Agreement may be
changed,  waived,  discharged or terminated orally, but only by an instrument in
writing  signed by the party  against whom  enforcement  of the change,  waiver,
discharge or termination is sought,  and no amendment of this Agreement shall be
effective until approved in a manner  consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.

      {11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments  thereto, is on file in the Office of the Secretary
of the Commonwealth of  Massachusetts,  provides that the name "[Name of Trust]"
refers to the Trustees under the Declaration collectively as Trustees and not as
individuals  or  personally,  and that no  shareholder  of the Fund, or Trustee,
officer,  employee or agent of the Trust,  shall be subject to claims against or
obligations of the Trust or of the Fund to any extent  whatsoever,  but that the
Trust estate only shall be liable.

      You are hereby  expressly put on notice of the  limitation of liability as
set forth in the Declaration  and you agree that the obligations  assumed by the
Trust on behalf of the Fund pursuant to this  Agreement  shall be limited in all
cases to the Fund and its  assets,  and you shall not seek  satisfaction  of any
such  obligation  from the  shareholders  or any  shareholder of the Fund or any
other series of the Trust,  or from any Trustee,  officer,  employee or agent of
the Trust.  You  understand  that the rights and  obligations  of each Fund,  or
series,  under the  Declaration  are separate and distinct from those of any and
all other series.}

       {12} {11}. Miscellaneous. The captions in this Agreement are included for
convenience  of  reference  only  and  in no  way  define  or  limit  any of the
provisions  hereof or  otherwise  affect  their  construction  or  effect.  This
Agreement may be executed  simultaneously in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

      In  interpreting  the  provisions  of  this  Agreement,   the  definitions
contained  in Section  2(a) of the 1940 Act  (particularly  the  definitions  of
"affiliated  person,"  "assignment"  and  "majority  of the  outstanding  voting
securities"),  as from time to time amended, shall be applied, subject, however,
to such  exemptions  as may be  granted  by the SEC by any rule,  regulation  or
order.

      This  Agreement  shall be  construed  in  accordance  with the laws of The
{Commonwealth  of  Massachusetts}  {State of  Maryland},  provided  that nothing
herein shall be construed  in a manner  inconsistent  with the 1940 Act, or in a
manner  which would cause the Fund to fail to comply  with the  requirements  of
Subchapter M of the Code.

      This Agreement shall supersede all prior investment advisory or management
agreements  entered into between you and the {Trust}  {Corporation} on behalf of
the Fund.

      If you are in agreement  with the  foregoing,  please  execute the form of
acceptance  on the  accompanying  counterpart  of this  letter and  return  such
counterpart to the {Trust}  {Corporation},  whereupon this letter shall become a
binding contract effective as of the date of this Agreement.

                                 Yours very truly,


                                 [Name of {Trust} {Corporation}], on behalf of
                                 [name of Fund]

                                 By: _____________________________________
                                       Vice President

      The foregoing Agreement is hereby accepted as of the date hereof.

                                 [ZURICH SCUDDER INVESTMENTS, INC.]

                                 By: _____________________________________
                                    President








                                    Exhibit B
                Management Fee Rates For Funds Managed by Scudder
                       with Similar Investment Objectives


                                                                                                                  

                    Fund                         Objective                                      Fee Rate+                Net Assets

Money Market Funds

Government Securities Portfolio    Maximum current income consistent with              0.220% to $500 million       $ 1,833,917,431
(Cash Account Trust)               stability of capital.                               0.200% next $500 million
                                                                                       0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion(1)

Government Securities Portfolio    Maximum current income consistent with              0.220% to $500 million       $   498,040,269
(Cash Equivalent Fund)             stability of capital.                               0.200% next $500 million
                                                                                       0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion(4)

Government Securities Portfolio    Maximum current income consistent with              0.150% of net assets(5)      $   487,810,268
(Investors Cash Trust)             stability of capital.

Money Market Portfolio             Maximum current income consistent with              0.220% to $500 million       $10,258,067,219
(Cash Account Trust)               stability of capital.                               0.200% next $500 million
                                                                                       0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion(1)
Money Market Portfolio             Maximum current income consistent with              0.220% to $500 million       $   913,521,410
(Cash Equivalent Fund)             stability of capital.                               0.200% next $500 million
                                                                                       0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion(4)

Scudder Cash Reserves Fund         Maximum current income to the extent  consistent    0.400% to $250 million       $   594,927,445
                                   with stability of principal.                        0.380% next $750 million
                                                                                       0.350% next $1.5 billion
                                                                                       0.320% next $2.5 billion
                                                                                       0.300% next $2.5 billion
                                                                                       0.280% next $2.5 billion
                                                                                       0.260% next $2.5 billion
                                                                                       0.250% over $12.5 billion

Scudder Cash Investment Trust      To maintain stability of capital, and consistent    0.500% to $250 million       $ 1,338,276,105
                                   with that, to maintain liquidity of capital and     0.450% next $250 million
                                   to provide current income.                          0.400% next $500 million
                                                                                       0.350% next $500 million
                                                                                       0.335% next $500 million
                                                                                       0.320% over $2 billion++

Scudder Money Market Series        High level of current income as is consistent       0.250% of net assets++       $ 9,294,897,783
                                   with liquidity, preservation of capital and the
                                   fund's investment policies.

Scudder U.S. Treasury Money Fund   Current income consistent with safety, liquidity,   0.400% to $500 million       $   383,802,179
                                   and stability of capital.                           0.385% next $500 million
                                                                                       0.370% over $ 1 billion++

Treasury Portfolio                 Maximum current income consistent with stability    0.150% of net assets(5)      $    88,490,940
(Investors Cash Trust)             of capital.

Zurich Government Money Fund       Maximum current income to the extent consistent     0.500% to $215 million       $   751,421,981
                                   with stability of principal.                        0.375% next $335 million
                                                                                       0.300% next $250 million
                                                                                       0.250% over $800 million(6)

Zurich Money Market Fund           Maximum current income to the extent consistent     0.500% to $215 million       $ 5,786,712,431
                                   with stability of principal.                        0.375% next $335 million
                                                                                       0.300% next $250 million
                                                                                       0.250% over $800 million(6)

Zurich Tax-Free Money Fund         Maximum current income that is exempt from          0.500% to $215 million       $   745,352,528
                                   federal income taxes to the extent consistent       0.375% next $335 million
                                   with stability of principal.                        0.300% next $250 million
                                                                                       0.250% over $800 million(6)

Zurich YieldWise Government Money  Maximum current income to the extent consistent     0.500% to $215 million       $   387,549,405
Fund                               with stability of principal.                        0.375% next $335 million
                                                                                       0.300% next $250 million
                                                                                       0.250% over $800 million++

Zurich YieldWise Money Fund        Maximum current income to the extent consistent     0.500% to $215 million       $   978,162,130
                                   with stability of principal.                        0.375% next $335 million
                                                                                       0.300% next $250 million
                                                                                       0.250% over $800 million++

Zurich YieldWise Municipal Money   Maximum current income that is exempt from          0.500% to $215 million       $   440,593,257
Fund                               regular federal income taxes to the extent          0.375% next $335 million
                                   consistent with stability of principal.             0.300% next $250 million
                                                                                       0.250% over $800 million++

Tax-Free Money Market Funds

Investors Florida Municipal Cash   Maximum current income, that is exempt from         0.220% to $500 million       $    56,982,158
Fund                               federal income tax, to the extent consistent with   0.200% next $500 million
                                   stability of capital.                               0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion++(3)

Investors Michigan Municipal Cash  Maximum current income, that is exempt from         0.220% to $500 million       $    29,349,803
Fund                               federal and Michigan income taxes, to the extent    0.200% next $500 million
                                   consistent with stability of capital.               0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion++(3)

Investors New Jersey Municipal     Maximum current income, that is exempt from         0.220% to $500 million       $    77,045,997
Cash Fund                          federal and New Jersey income taxes, to the         0.200% next $500 million
                                   extent consistent with stability of capital.        0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion++(3)

Investors Pennsylvania Municipal   Maximum current income, that is exempt from         0.220% to $500 million       $    24,521,124
 Cash Fund                         federal and Pennsylvania income taxes, to the       0.200% next $500 million
                                   extent consistent with stability of capital.        0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion++(3)

Scudder Tax-Free Money Fund        Income exempt from regular federal income tax and   0.500% to $500 million       $   345,090,771
                                   stability of principal through investments in       0.480% over $500 million++
                                   municipal securities.

Tax-Exempt California Money        Maximum current income, that is exempt from         0.220% to $500 million       $   512,542,678
Market Fund                        federal and State of California income taxes, to    0.200% next $500 million
                                   the extent consistent with stability of capital.    0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion

Tax-Exempt New York Money Market   Maximum current income that is exempt from          0.220% to $500 million       $   175,481,067
Fund                               federal, New York State and New York City income    0.200% next $500 million
                                   taxes, to the extent consistent with stability of   0.175% next $1 billion
                                   capital.                                            0.160% next $1 billion
                                                                                       0.150% over $3 billion++(3)

Tax-Exempt Portfolio               Maximum current income that is exempt from          0.220% to $500 million       $   957,821,674
(Cash Account Trust)               federal income taxes to the extent consistent       0.200% next $500 million
                                   with stability of capital.                          0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion(1)

Tax-Exempt Portfolio               Maximum current income that is exempt from          0.220% to $500 million       $   287,473,181
(Cash Equivalent Fund)             federal income taxes to the extent consistent       0.200% next $500 million
                                   with stability of capital.                          0.175% next $1 billion
                                                                                       0.160% next $1 billion
                                                                                       0.150% over $3 billion(4)

Tax-Free Funds

Scudder California Tax-Free        High level of current income that is exempt from    0.550% to $250 million       $ 1,120,773,073
Income Fund                        California State and federal income taxes.          0.520% next $750 million
                                                                                       0.500% next $1.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.450% next $2.5 billion
                                                                                       0.430% next $2.5 billion
                                                                                       0.410% next $2.5 billion
                                                                                       0.400% over $12.5 billion

Scudder Florida Tax-Free Income    High level of current income that is exempt from    0.550% to $250 million       $    72,545,834
Fund                               federal income taxes.                               0.520% next $750 million
                                                                                       0.500% next $1.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.450% next $2.5 billion
                                                                                       0.430% next $2.5 billion
                                                                                       0.410% next $2.5 billion
                                                                                       0.400% over $12.5 billion

Scudder High-Yield Tax-Free Fund   High level of income exempt from regular federal    0.650% to $300 million       $   555,430,253
                                   income tax.                                         0.600% next $200 million
                                                                                       0.575% over $500 million++

Scudder Managed Municipal Bonds    Income exempt from regular federal income tax       0.450% to $250 million       $ 2,284,146,522
                                   while actively seeking to reduce downside risk as   0.430% next $750 million
                                   compared with other tax-free income funds.          0.410% next $1.5 billion
                                                                                       0.400% next $2.5 billion
                                                                                       0.380% next $2.5 billion
                                                                                       0.360% next $2.5 billion
                                                                                       0.340% next $2.5 billion
                                                                                       0.320% over $12.5 billion

Scudder Massachusetts Tax-Free     Income that is exempt from Massachusetts personal   0.600% to $400 million       $   488,642,403
Fund                               and regular federal income taxes.                   0.525% next $600 million
                                                                                       0.500% over $1 billion

Scudder Medium-Term Tax-Free Fund  High level of income free from regular federal      0.550% to $250 million       $   592,760,077
                                   income taxes and to limit principal fluctuation.    0.520% next $750 million
                                                                                       0.490% next $1.5 billion
                                                                                       0.470% next $2.5 billion
                                                                                       0.450% next $2.5 billion
                                                                                       0.430% next $2.5 billion
                                                                                       0.410% next $2.5 billion
                                                                                       0.400% over $12.5 billion

Scudder New York Tax-Free Income   High level of current income that is exempt from    0.550% to $250 million        $  393,714,699
Fund                               New York State and New York City income taxes and   0.520% next $750 million
                                   federal income taxes.                               0.500% next $1.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.450% next $2.5 billion
                                                                                       0.430% next $2.5 billion
                                                                                       0.410% next $2.5 billion
                                                                                       0.400% over $12.5 billion

U.S. Income Funds

Scudder Floating Rate Fund         As high a level of current income as is             0.500% to $1 billion         $   172,334,773
                                   consistent with the preservation of capital.        0.490% next $2 billion
                                                                                       0.480% next $2 billion
                                                                                       0.470% next $5 billion
                                                                                       0.450% over $10 billion

Scudder GNMA Fund                  High level of income while actively seeking to      0.400% to $5 billion         $ 4,273,399,626
                                   reduce downside risk compared with other GNMA       0.385% next $1 billion
                                   mutual funds.                                       0.370% over $6 billion

Scudder High-Yield Fund            Highest level of current income obtainable from a   0.580% to $250 million       $ 2,616,954,464
                                   diversified portfolio of fixed-income securities    0.550% next $750 million
                                   which the fund's investment manager considers       0.530% next $1.5 billion
                                   consistent with reasonable risk.  As a secondary    0.510% next $2.5 billion
                                   objective, the fund will seek capital gain where    0.480% next $2.5 billion
                                   consistent with its primary objective.              0.460% next $2.5 billion
                                                                                       0.440% next $2.5 billion
                                                                                       0.420% over $12.5 billion

Scudder High-Yield Opportunity     Total return through high current income and        0.600% to $500 million       $   129,687,812
Fund                               capital appreciation.                               0.575% next $500 million
                                                                                       0.550% next $500 million
                                                                                       0.525% next $500 million
                                                                                       0.500% next $1 billion
                                                                                       0.475% over $3 billion++

Scudder Income Fund                High income while managing its portfolio in a way   0.550% to $250 million       $   835,783,924
                                   that is consistent with the prudent investment of   0.520% next $750 million
                                   shareholders' capital.                              0.500% next $1.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.450% next $2.5 billion
                                                                                       0.430% next $2.5 billion
                                                                                       0.410% next $2.5 billion
                                                                                       0.400% over $12.5 billion++

Scudder Short Term Bond Fund       High income while managing its portfolio in a way   0.450% to $1.5 billion       $ 1,144,505,490
                                   that is consistent with maintaining a high degree   0.425% next $500 million
                                   of stability.                                       0.400% next $1 billion
                                                                                       0.385% next $1 billion
                                                                                       0.370% next $1 billion
                                                                                       0.355% next $1 billion
                                                                                       0.340% over $6 billion

Scudder Strategic Income Fund      High current return.                                0.580% to $250 million       $   438,621,367
                                                                                       0.550% next $750 million
                                                                                       0.530% next $1.5 billion
                                                                                       0.510% next $2.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.460% next $2.5 billion
                                                                                       0.440% next $2.5 billion
                                                                                       0.420% over $12.5 billion

Scudder U.S. Government            High current income, liquidity and security of      0.450% to $250 million       $ 4,211,460,035
Securities Fund                    principal.                                          0.430% next $750 million
                                                                                       0.410% next $1.5 billion
                                                                                       0.400% next $2.5 billion
                                                                                       0.380% next $2.5 billion
                                                                                       0.360% next $2.5 billion
                                                                                       0.340% next $2.5 billion
                                                                                       0.320% over $12.5 billion

Global Income Funds

Scudder Emerging Markets Income    High current income and, secondarily, long-term     1.000% to $500 million       $   120,468,131
Fund                               capital appreciation.                               0.950% over $500 million

Scudder Global Bond Fund           Total return with an emphasis on current income;    0.750% to $250 million       $   180,288,837
                                   capital appreciation is a secondary goal.           0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Asset Allocation Funds Series

Scudder Pathway Series:            Current income and, as a secondary objective,       There will be no fee as the  $   112,874,335
Conservative Portfolio             long-term growth of capital.                        Investment Manager will
                                                                                       receive a fee from the
                                                                                       underlying funds.

Scudder Pathway Series:            Balance of current income and growth of capital.    There will be no fee as the  $   268,370,642
Moderate Portfolio                                                                     Investment Manager will
                                                                                       receive a fee from the
                                                                                       underlying funds.

Scudder Pathway Series:            Long-term growth of capital.                        There will be no fee as the  $   237,107,578
Growth Portfolio                                                                       Investment Manager will
                                                                                       receive a fee from the
                                                                                       underlying funds.

U.S. Growth and Income Funds

Scudder Balanced Fund              Balance of growth and income from a diversified     0.470% to $1.5 billion       $   934,277,783
                                   portfolio of equity and fixed-income securities.    0.445% next $500 million
                                                                                       0.420% over $2 billion

Scudder Dividend & Growth Fund     High current income and long-term growth of         0.750% to $500 million       $    31,675,170
                                   capital by investing primarily in common stocks,    0.700% over $500 million
                                   convertible securities and real estate investment
                                   trusts.

Scudder Growth and Income Fund     Long-term growth of capital, current income and     0.450% to $14 billion        $ 6,890,176,215
                                   growth of income while actively seeking to reduce   0.425% next $2 billion
                                   downside risk as compared with other growth and     0.400% next $2 billion
                                   income funds.                                       0.385% over $18 billion
U.S. Equity/Growth Style Funds

Scudder 21st  Century Growth       Long-term growth of capital by investing in         0.750% to $500 million       $   318,528,621
Fund                               common stocks of emerging growth companies that     0.700% next $500 million
                                   the advisor believes are poised to be leaders in    0.650% over $1 billion[++]
                                   the new century.

Scudder Aggressive Growth Fund     Capital appreciation through the use of             Base investment management   $   159,724,463
                                   aggressive investment techniques.                   fee of 0.650% of net assets
                                                                                       plus or minus an incentive
                                                                                       fee based upon the investment
                                                                                       performance of the Fund's
                                                                                       Class A shares as compared
                                                                                       with the performance of
                                                                                       the Standard & Poor's
                                                                                       500 Stock Index, which
                                                                                       may result in a
                                                                                       total fee ranging
                                                                                       from 0.450% to 0.850%
                                                                                       of net assets

Scudder Blue Chip Fund             Growth of capital and income.                       0.580% to $250 million       $   786,528,057
                                                                                       0.550% next $750 million
                                                                                       0.530% next $1.5 billion
                                                                                       0.510% next $2.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.460% next $2.5 billion
                                                                                       0.440% next $2.5 billion
                                                                                       0.420% over $12.5 billion

Scudder Capital Growth Fund        Long-term capital growth while actively seeking     0.580% to $3 billion         $ 1,671,706,984
                                   to reduce downside risk compared with other         0.555% next $1 billion
                                   growth mutual funds.                                0.530% over $4 billion

Scudder Development Fund           Long-term capital appreciation by investing         0.850% to $1 billion         $   445,769,912
                                   primarily in U.S. companies with the potential      0.800% next $500 million
                                   for above-average growth.                           0.750% over $1.5 billion

Scudder Focus Growth Fund          Long-term growth of capital.                        0.700% to $250 million       $     1,660,237
                                                                                       0.670% next $750 million
                                                                                       0.650% next $1.5 billion
                                                                                       0.630% over $2.5 billion++

Scudder Focus Value+Growth Fund    Growth of capital through a portfolio of growth     0.720% to $250 million       $   120,916,447
                                   and value stocks.                                   0.690% next $750 million
                                                                                       0.660% next $1.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.600% next $2.5 billion
                                                                                       0.580% next $2.5 billion
                                                                                       0.560% next $2.5 billion
                                                                                       0.540% over $12.5 billion

Scudder Growth Fund                Growth of capital through professional management   0.580% to $250 million       $ 1,520,557,389
                                   and diversification of investments in securities    0.550% next $750 million
                                   that the investment manager believes have the       0.530% next $1.5 billion
                                   potential for capital appreciation.                 0.510% next $2.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.460% next $2.5 billion
                                                                                       0.440% next $2.5 billion
                                                                                       0.420% over $12.5 billion

Scudder Health Care Fund           Long-term growth of capital by investing at least   0.850% to $500 million       $   235,718,201
                                   80% of total assets in common stocks companies in   0.800% over $500 million
                                   the health care sector.

Scudder Large Company Growth       Long-term growth of capital by investing at least   0.700% to $1.5 billion       $   955,238,753
Fund                               65% of its assets in large U.S. companies (those    0.650% next $500 million
                                   with a market value of $1 billion or more).         0.600% over $2 billion

Scudder Research Fund              Long-term growth of capital.                        0.700% to $250 million       $     3,163,209
                                                                                       0.670% next $750 million
                                                                                       0.650% next $1.5 billion
                                                                                       0.630% over $2.5 billion++

Scudder S&P 500 Index Fund         Investment results that, before expenses,           0.150% of net assets         $   861,675,693
                                   correspond to the total return of common stocks
                                   publicly traded in the United States, as
                                   represented by the Standard & Poor's 500
                                   Composite Stock Price Index (S&P 500 Index).

Scudder S&P 500 Stock Fund         Returns that, before expenses, correspond to the    0.400% to $100 million       $    64,797,072
                                   total return of U.S. common stocks as represented   0.360% next $100 million
                                   by the Standard & Poor's 500 Composite Stock        0.340% over $200 million++
                                   Price Index (S&P 500 index).

Scudder Select 500 Fund            Long-term growth and income by investing at least   0.500% to $500 million       $    36,402,564
                                   80% of total assets in common stocks of companies   0.475% next $500 million
                                   that are included in the Standard & Poor's          0.450% over $1 billion++
                                   Composite Stock Price Index (S&P 500 index).

Scudder Select 1000 Growth Fund    Long-term growth by investing at least 80% of       0.500% to $500 million       $    23,922,571
                                   total assets in common stocks of companies that     0.475% next $500 million
                                   are included in the Russell 1000 Growth Index.      0.450% over $1 billion++

Scudder Dynamic Growth Fund        Maximum appreciation of investors' capital.         Base investment management   $   405,852,514
                                                                                       fee of 0.650% of net assets
                                                                                       plus or minus an incentive
                                                                                       fee based upon the investment
                                                                                       performance of the Fund's
                                                                                       Class A shares as compared with
                                                                                       the performance of the
                                                                                       Standard & Poor's 500 Stock
                                                                                       Index, which may result in a
                                                                                       total fee ranging from
                                                                                       0.350% to 0.950% of net assets

Scudder Small Company Stock Fund   Long-term capital growth while actively seeking     0.750% to $500 million        $   75,479,138
                                   to reduce downside risk as compared with other      0.700% next $500 million
                                   small company stock funds.                          0.650% over $1 billion

Scudder Technology Fund            Growth of capital.                                  0.580% to $250 million        $  151,276,379
                                                                                       0.550% next $750 million
                                                                                       0.530% next $1.5 billion
                                                                                       0.510% next $2.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.460% next $2.5 billion
                                                                                       0.440% next $2.5 billion
                                                                                       0.420% over $12.5 billion

Scudder Technology Innovation      Long-term growth of capital by investing at least   0.850% to $500 million        $  412,185,994
Fund                               80% of total assets in common stocks of companies   0.800% next $500 million
                                   in the technology sector.                           0.750% next $500 million
                                                                                       0.700% next $500 million
                                                                                       0.650% over $2 billion

Scudder Total Return Fund          Highest total return, a combination of income and   0.580% to $250 million        $2,872,748,836
                                   capital appreciation, consistent with reasonable    0.550% next $750 million
                                   risk.                                               0.530% next $1.5 billion
                                                                                       0.510% next $2.5 billion
                                                                                       0.480% next $2.5 billion
                                                                                       0.460% next $2.5 billion
                                                                                       0.440% next $2.5 billion
                                                                                       0.420% over $12.5 billion

U.S. Equity/Value Style Funds

Scudder Contrarian Fund            Long-term capital appreciation, with current        0.750% to $250 million        $  213,387,619
                                   income as a secondary objective.                    0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Scudder-Dreman Financial           Long-term capital appreciation by investing         0.750% to $250 million        $  174,377,929
Services Fund                      primarily in common stocks and other equity         0.720% next $750 million
                                   securities of companies in the financial services   0.700% next $1.5 billion
                                   industry believed by the Fund's investment          0.680% next $2.5 billion
                                   manager to be undervalued.                          0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Scudder-Dreman High Return         High rate of total return.                          0.750% to $250 million        $4,140,687,437
Equity Fund                                                                            0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Scudder-Dreman Small Cap           Long-term capital appreciation.                     0.750% to $250 million        $  373,728,181
Value Fund                                                                             0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Scudder Focus Value+Growth Fund    Growth of capital through a portfolio of growth     0.720% to $250 million       $   120,916,447
                                   and value stocks.                                   0.690% next $750 million
                                                                                       0.660% next $1.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.600% next $2.5 billion
                                                                                       0.580% next $2.5 billion
                                                                                       0.560% next $2.5 billion
                                                                                       0.540% over $12.5 billion

Scudder Large Company Value Fund   Maximum long-term capital appreciation through a    0.600% to $1.5 billion       $ 2,758,218,541
                                   value-oriented investment program.                  0.575% next $500 million
                                                                                       0.550% next $1 billion
                                                                                       0.525% next $1 billion
                                                                                       0.500% next $1 billion
                                                                                       0.475% over $5 billion

Scudder Small Company Value Fund   Long-term growth of capital by investing at least   0.750% to $500 million       $   221,483,843
                                   90% of total assets in undervalued common stocks    0.700% over $500 million++
                                   of small U.S. companies.

Global Growth Funds

Scudder Global Discovery Fund      Above-average capital appreciation over the long    1.100% of net assets         $   508,768,768
                                   term.

Scudder Emerging Markets Growth    Long-term growth of capital.                        1.250% to $500 million       $    42,196,327
Fund                                                                                   1.200% over $500 million

Scudder Global Fund                Long-term growth while actively seeking to reduce   1.000% to $500 million       $ 1,252,010,279
                                   downside risk as compared with other global         0.950% next $500 million
                                   growth funds.                                       0.900% next $500 million
                                                                                       0.850% next $500 million
                                                                                       0.800% over $2 billion

Scudder Gold Fund                  Maximum return (principal change and income) by     1.000% to $500 million       $    98,333,874
                                   investing, under normal market conditions, at       0.950% over $500 million
                                   least 65% of total assets in common stocks and
                                   other equities of U.S. and foreign gold-related
                                   companies and in gold coin bullion.

Scudder Greater Europe Growth      Long-term growth of capital by investing at least   1.000% to $1 billion         $   725,235,585
Fund                               80% of its total assets in European common stocks   0.900% next $500 million
                                   and other equities (equities that are traded        0.850% next $500 million
                                   mainly on European markets or are issued by         0.800% over $2 billion
                                   companies organized under the laws of Europe or
                                   do more than half of their business there).

Scudder International Fund         Long-term growth of capital by investing at least   0.675% to $6 billion         $ 3,751,901,605
                                   65% of its total assets in foreign equities         0.625% next $1 billion
                                   (equities issued by foreign-based companies and     0.600% over $7 billion
                                   listed on foreign exchanges).

Scudder International Research     Long-term capital appreciation.                     0.750% to $250 million       $    14,885,633
Fund                                                                                   0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Scudder Latin America Fund         Long-term capital appreciation by investing at      1.250% to $400 million       $   295,145,336
                                   least 65% of its total assets in equities           1.150% over $400 million
                                   (equities that are traded mainly on Latin
                                   American markets, issued or guaranteed by a Latin
                                   American government or issued by a company
                                   organized under the laws of a Latin American
                                   country or any company with more than half of its
                                   business in Latin America).

Scudder New Europe Fund            Long-term capital appreciation.                     0.750% to $250 million       $   187,190,645
                                                                                       0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Scudder Pacific Opportunities      Long-term growth of capital by investing at least   0.850% to $250 million       $    75,709,280
Fund                               65% of its total assets in Pacific Basin common     0.820% next $750 million
                                   stocks and other equities (equities that are        0.800% next $1.5 billion
                                   traded mainly on Pacific Basin markets, issued by   0.780% next $2.5 billion
                                   companies organized under the laws of a Pacific     0.750% next $2.5 billion
                                   Basin country or issued by any company with more    0.740% next $2.5 billion
                                   than half of its business in the Pacific Basin).    0.730% next $2.5 billion
                                                                                       0.720% over $12.5 billion

The Japan Fund, Inc.               Long-term capital appreciation by investing at      0.850% to $100 million       $   325,023,172
                                   least 80% of net assets in Japanese securities      0.750% next $200 million
                                   (issued by Japan-based companies or their           0.700% next $300 million
                                   affiliates, or by any company that derives more     0.650% over $600 million
                                   than half of its revenue from Japan) through
                                   investment primarily in equity securities,
                                   (including American Depository Receipts of
                                   Japanese companies).
Closed-End Funds
Scudder High Income Trust          Highest current income obtainable consistent with   0.850% to $250 million       $   172,641,703
                                   reasonable risk with capital gains secondary.       0.750% over $250 million(2)

Scudder Intermediate Government    High current income consistent with preservation    0.800% of net assets(2)      $   248,728,544
Trust                              of capital by investing in U.S. and foreign
                                   government securities.

Scudder Multi-Market Income        High current income consistent with prudent total   0.850% of net assets(2)      $   162,810,924
Trust                              return asset management by investing in a
                                   diversified portfolio of investment grade
                                   tax-exempt securities.

Scudder Municipal Income Trust     High level of current income exempt from federal    0.550% of net assets(2)      $   726,129,144
                                   income tax.

Scudder New Asia Fund, Inc.        Long term capital appreciation through investment   1.250% to $75 million        $    93,220,957
                                   primarily in equity securities of Asian companies.  1.150% next $125 million
                                                                                       1.100% over $200 million

Scudder Strategic Income Trust     [High current income by investing its assets in a   0.850% of net assets(2)      $    40,839,186
                                   combination of lower-rated corporate fixed-income
                                   securities, fixed-income securities of emerging
                                   market and other foreign issuers and,
                                   fixed-income securities of the U.S. government
                                   and its agencies and instrumentalities and
                                   private mortgage-backed issuers.]

Scudder Strategic Municipal        High level of current income exempt from federal    0.600% of net assets(2)      $   197,223,147
Income Trust                       income tax by investing in a diversified
                                   portfolio of tax-exempt municipal securities.

The Brazil Fund, Inc.              Long term capital appreciation through investment   1.200% to $150 million       $   322,717,275
                                   primarily in equity securities of Brazilian         1.050% next $150 million
                                   issuers.                                            1.000% next $200 million
                                                                                       0.900% over $500 million

The Korea Fund, Inc.               Long term capital appreciation through investment   1.150% to $50 million        $   650,553,193
                                   primarily in equity securities of Korean            1.100% next $50 million
                                   companies.                                          1.000% next $250 million
                                                                                       0.950% next $400 million
                                                                                       0.900% next $300 million
                                                                                       0.850% over $1.05 billion

Montgomery Street Income           High level of current income consistent with        0.500% to $150 million       $   195,533,218
Securities, Inc.                   prudent investment risks through a diversified      0.450% next $50 million
                                   portfolio primarily of debt securities.             0.400% over $200 million

Scudder Global High Income         High level of current income and, secondarily,      1.200% of net assets(2)      $    56,235,145
Fund, Inc.                         capital appreciation through investment
                                   principally in dollar-denominated Latin American
                                   debt instruments.
Insurance/Annuity Products
21st Century Growth Portfolio      Long-term growth of capital by investing            0.875% of net assets         $    44,362,775
                                   primarily in equity securities issued by emerging
                                   growth companies.

Balanced Portfolio                 Balance of growth and income from a diversified     0.475% of net assets         $   172,576,748
                                   portfolio of equity and fixed-income securities.

Bond Portfolio                     High level of income consistent with a high         0.475% of net assets         $   181,899,319
                                   quality portfolio of debt securities.

Capital Growth Portfolio           Maximize long-term capital growth through a broad   0.475% to $500 million       $   866,307,628
                                   and flexible investment program.                    0.450% next $500 million
                                                                                       0.425% over $1 billion
Global Discovery Portfolio         Above-average capital appreciation over the long    0.975% of net assets         $     7,661,466
                                   term by investing primarily in the equity
                                   securities of small companies located throughout
                                   the world.

Growth and Income Portfolio        Long-term growth of capital, current income and     0.475% of net assets         $   194,871,230
                                   growth of income.

Health Sciences Portfolio          Long-term growth of capital by investing at least   0.750% to $250 million       $    55,978,252
                                   80% of total assets in common stocks of companies   0.725% next $750 million
                                   in the health care sector.                          0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

International Portfolio            Long-term growth of capital primarily through       0.875% to $500 million       $   562,485,478
                                   diversified holdings of marketable foreign equity   0.725% over $500 million
                                   investments.

Money Market Portfolio             Maintain stability of capital and, consistent       0.370% of net assets         $   138,900,006
                                   therewith, to maintain the liquidity of capital
                                   and to provide current income.

Scudder Aggressive Growth          Capital appreciation through the use of             0.750% to $250 million       $    70,506,554
Portfolio                          aggressive investment techniques.                   0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Scudder Blue Chip Portfolio        Growth of capital and of income.                    0.650% of net assets         $   239,669,789

Scudder Contrarian Value           High rate of total return.                          0.750% of net assets         $   256,883,855
Portfolio

Scudder Global Blue Chip           Long-term capital growth.                           1.000% to $250 million       $    44,457,753
Portfolio                                                                              0.950% next $500 million
                                                                                       0.900% next $750 million
                                                                                       0.850% next $1.5 billion
                                                                                       0.800% over $3 billion

Scudder Government Securities      High current income consistent with preservation    0.550% of net assets         $   305,227,432
Portfolio                          of capital.

Scudder Growth Portfolio           Maximum appreciation of capital.                    0.600% of net assets         $   419,560,868

Scudder High Yield Portfolio       High level of current income.                       0.600% of net assets         $   335,090,389

Scudder International Research     Long-term capital appreciation.                     0.750% of net assets         $   121,138,031
Portfolio

Scudder Investment Grade Bond      High current income.                                0.600% of net assets         $   133,759,440
Portfolio

Scudder Money Market Portfolio     Maximum current income to the extent consistent     0.500% of net assets         $   670,699,591
                                   with stability of principal.

Scudder New Europe Portfolio       Long-term capital appreciation.                     1.000% to $250 million       $    23,171,630
                                                                                       0.950% next $500 million
                                                                                       0.900% next $750 million
                                                                                       0.850% next $1.5 billion
                                                                                       0.800% over $3 billion[++]

Scudder Small Cap Growth           Maximum appreciation of investors' capital.         0.650% of net assets         $   232,300,366
Portfolio

Scudder Strategic Income           High current return.                                0.650% of net assets         $    20,730,677
Portfolio

Scudder Technology Growth          Growth of capital.                                  0.750% to $250 million       $   349,762,646
Portfolio                                                                              0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

Scudder Total Return Portfolio     High total return, a combination of income and      0.550% of net assets         $   861,012,522
                                   capital appreciation.

Scudder Focus Value+Growth         Growth of capital through a portfolio of growth     0.750% of net assets         $   139,805,320
Portfolio                          and value stocks.

SVS Dreman Financial Services      Long-term capital appreciation.                     0.750% to $250 million       $   117,047,378
Portfolio                                                                              0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

SVS Dreman High Return Equity      High rate of total return.                          0.750% to $250 million       $   443,396,453
Portfolio                                                                              0.720% next $750 million
                                                                                       0.700% next $1.5 billion
                                                                                       0.680% next $2.5 billion
                                                                                       0.650% next $2.5 billion
                                                                                       0.640% next $2.5 billion
                                                                                       0.630% next $2.5 billion
                                                                                       0.620% over $12.5 billion

SVS Dreman Small Cap Value         Long-term capital appreciation.                     0.750% of net assets         $   193,734,241
Portfolio

SVS Dynamic Growth Portfolio       Long-term capital growth.                           1.000% to $250 million       $    23,172,231
                                                                                       0.975% next $250 million
                                                                                       0.950% next $500 million
                                                                                       0.925% next $1.5 billion
                                                                                       0.900% over $2.5 billion

SVS Focused Large Cap Growth       Growth through long-term capital appreciation.      0.950% to $250 million       $    60,107,695
Portfolio                                                                              0.925% next $250 million
                                                                                       0.900% next $500 million
                                                                                       0.875% next $1.5 billion
                                                                                       0.850% over $2.5 billion

SVS Growth and Income Portfolio    Long-term capital growth and current income.        0.950% to $250 million      $    178,848,733
                                                                                       0.925% next $250 million
                                                                                       0.900% next $500 million
                                                                                       0.875% next $1.5 billion
                                                                                       0.850% over $2.5 billion

SVS Growth Opportunities           Long-term growth of capital in a manner             0.950% to $250 million      $    163,896,727
Portfolio                          consistent with the preservation of capital.        0.925% next $250 million
                                                                                       0.900% next $500 million
                                                                                       0.875% next $1.5 billion
                                                                                       0.850% over $2.5 billion

SVS Index 500 Portfolio            Returns that, before expenses, correspond to the    0.440% to $200 million      $    219,309,631
                                   total return of U.S. common stocks as represented   0.400% next $550 million
                                   by the Standard & Poor's 500 Composite Stock        0.380% next $1.25 billion
                                   Price Index (S&P 500 Index).                        0.365% next $3 billion
                                                                                       0.335% over $5 billion++

SVS Mid Cap Growth Portfolio       Capital appreciation.                               1.000% to $250 million      $     48,190,650
                                                                                       0.975% next $250 million
                                                                                       0.950% next $500 million
                                                                                       0.925% next $1.5 billion
                                                                                       0.900% over $2.5 billion

SVS Strategic Equity Portfolio     Long-term capital growth.                           0.950% to $250 million      $     43,784,980
                                                                                       0.925% next $250 million
                                                                                       0.900% next $500 million
                                                                                       0.875% next $1.5 billion
                                                                                       0.850% over $2.5 billion

SVS Venture Value Portfolio        Growth of capital.                                  0.950% to $250 million      $    108,785,954
                                                                                       0.925% next $250 million
                                                                                       0.900% next $500 million
                                                                                       0.875% next $1.5 billion
                                                                                       0.850% over $2.5 billion

Target Funds

Scudder Retirement Fund -          Long-term capital growth with guaranteed return     0.500% of net assets        $     92,519,779
Series IV                          of investment on the maturity date to investors
                                   who reinvest all dividends and hold their shares
                                   to the maturity date.

Scudder Retirement Fund -          Long-term capital growth with guaranteed return     0.500% of net assets        $     95,969,980
Series V                           of investment on the maturity date to investors
                                   who reinvest all dividends and hold their shares
                                   to the maturity date.

Scudder Retirement Fund -          Long-term capital growth with guaranteed return     0.500% of net assets        $     55,139,046
Series VI                          of investment on the maturity date to investors
                                   who reinvest all dividends and hold their shares
                                   to the maturity date.

Scudder Retirement Fund -          Long-term capital growth with guaranteed return     0.500% of net assets        $     41,353,502
Series VII                         of investment on the maturity date to investors
                                   who reinvest all dividends and hold their shares
                                   to the maturity date.

Scudder Target 2010 Fund           To provide a guaranteed return of investment on     0.500% of net assets        $     77,860,228
                                   the Maturity  Date  (November  15,
                                   2010) to  investors  who  reinvest
                                   all   dividends   and  hold  their
                                   shares to the Maturity  Date,  and
                                   to  provide  long-term  growth  of
                                   capital.

Scudder Target 2011 Fund           To provide a guaranteed return of investment on     0.500% of net assets        $    113,833,066
                                   the  Maturity   Date  (August  15,
                                   2011) to  investors  who  reinvest
                                   all   dividends   and  hold  their
                                   shares to the Maturity  Date,  and
                                   to  provide  long-term  growth  of
                                   capital.

Scudder Target 2012 Fund           To provide a guaranteed return of investment on     0.500% of net assets        $     92,702,639
                                   the Maturity  Date  (February  15,
                                   2012) to  investors  who  reinvest
                                   all   dividends   and  hold  their
                                   shares to the Maturity  Date,  and
                                   to  provide  long-term  growth  of
                                   capital.

Scudder Worldwide 2004 Fund        Total return with guaranteed return of investment   0.600% of net assets        $     20,320,036
                                   on the Maturity Date (November 15,
                                   2004) to  investors  who  reinvest
                                   all their dividends and hold their
                                   shares to the Maturity Date.



*    Unless otherwise  noted, the information  provided below is shown as of the
     end of each Fund's most recent fiscal year.

+    Unless otherwise noted, the investment  management fee rates provided below
     are based on the average daily net assets of a Fund.

++   Subject to waiver and/or expense limitations.

(1)  Payable in the aggregate for each of the Government  Securities  Portfolio,
     Money Market  Portfolio  and  Tax-Exempt  Portfolio  series of Cash Account
     Trust.

(2)  Based on average weekly net assets.

[(3) Payable in the aggregate for each of the Investors  Florida  Municipal Cash
     Fund,   Investors  Michigan  Municipal  Cash  Fund,  Investors  New  Jersey
     Municipal  Cash  Fund,  Investors  Pennsylvania  Municipal  Cash  Fund  and
     Tax-Exempt  New York Money Market Fund series of Investors  Municipal  Cash
     Fund.]

[(4) Payable in the aggregate for each of the Government  Securities  Portfolio,
     Money Market  Portfolio and Tax-Exempt  Portfolio series of Cash Equivalent
     Fund.]

[(5) Payable in the aggregate for each of the  Government  Securities  Portfolio
     and Treasury Portfolio series of Investors Cash Trust.]

(6)  Payable in the  aggregate  for each of the Zurich  Government  Money  Fund,
     Zurich  Money Market Fund and Zurich  Tax-Free  Money Fund series of Zurich
     Money Funds.






                                    Exhibit C
                        Form of New Subadvisory Agreement

                                     FORM OF
                              SUBADVISORY AGREEMENT

         AGREEMENT made as of the [Date],  between  ZURICH SCUDDER  INVESTMENTS,
INC., a Delaware  corporation  (hereinafter called the "Manager"),  and [NAME OF
SUBADVISER,  type of  entity,  state of  organization]  (hereinafter  called the
"Subadviser").

WITNESSETH:

         WHEREAS, [Scudder Strategic Income Fund] [Scudder Target Fund] {Scudder
Value + Growth Fund} (the "Trust") is a  Massachusetts  business trust organized
with one or more series of shares,  and is registered  as an investment  company
under the Investment Company Act of 1940 (the "Investment Company Act");

         [Scudder Strategic Income Fund,  Scudder Worldwide 2004 Fund:  WHEREAS,
the  Manager  desires to  utilize  the  services  of the  Subadviser  to provide
subadvisory  services  with  respect to the [Scudder  Worldwide  2004 Fund] (the
"Series"),  being one of the series of the Trust,  which is under the management
of the  Manager  pursuant  to an  Investment  Management  Agreement  between the
Manager and the Trust dated [date]; and]

         {Scudder Focus Value+Growth Fund: WHEREAS, the Board of Trustees of the
Trust (the "Board" and its members,  the  "Trustees") is authorized to issue the
Trust's  shares of  beneficial  interest in separate  series and has  authorized
Scudder Focus Value +Growth Fund (the "Series"); and

         WHEREAS,  the  Manager  acts as manager  for the Series  pursuant to an
Investment  Management Agreement between the Manager and the Trust, on behalf of
the Series,  dated [______] and is reasonable for the day-to-day  management and
overall administration of the Series; and

         WHEREAS,  the Manager desires to utilize the services of the Subadviser
to provide subadvisory  services with respect to those assets of the Series that
the Manager  from time to time  determines  to assign to the  Subadviser  (those
assets being referred to as the "Fund Account");}

         WHEREAS,  the  Subadviser  is willing to perform  such  services on the
terms and conditions hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  herein
contained, it is agreed as follows:

1.      The  Subadviser's  Services.  The Subadviser  shall serve the Manager as
investment  counsel with respect to the [Scudder  Strategic Income Fund, Scudder
Worldwide 2004 Fund: Series ] {Scudder Focus Value + Growth Fund: Fund Account}.

       The  Subadviser  is hereby  authorized  and directed  and hereby  agrees,
subject to the stated investment  policies and restrictions of the Series as set
forth in the current  Prospectus and Statement of Additional  Information of the
Trust relating to the Series (including amendments),  and in accordance with the
Declaration of Trust and By-laws of the Trust,  as both may be amended from time
to time,  governing the offering of its shares and subject to such  resolutions,
policies  and  procedures  as from time to time may be  adopted by the Board and
furnished to the Subadviser in writing,  and in accordance with the instructions
and  procedures  of the Manager  furnished  to the  Subadviser  in  writing,  to
develop,  recommend and implement such  investment  program and strategy for the
[Scudder  Strategic Income Fund,  Scudder Worldwide 2004 Fund: Series ] {Scudder
Focus Value + Growth  Fund:  Fund  Account }, to provide  research  and analysis
relative  to  the  investment  program  and  securities  and  other  investments
("investments")  of the [Scudder  Strategic Income Fund,  Scudder Worldwide 2004
Fund:  Series ] {Scudder Focus Value + Growth Fund: Fund Account }, to determine
what  investments  should be purchased,  sold and, if applicable,  loaned by the
[Scudder  Strategic Income Fund,  Scudder Worldwide 2004 Fund: Series ] {Scudder
Focus Value + Growth Fund:  Fund  Account }and to monitor on a continuing  basis
the  performance  of the  investments  of the  [Scudder  Strategic  Income Fund,
Scudder  Worldwide 2004 Fund:  Series ] {Scudder Focus Value + Growth Fund: Fund
Account }. In addition,  the Subadviser  shall place orders for the purchase and
sale of investments for the [Scudder  Strategic Income Fund,  Scudder  Worldwide
2004 Fund:  Series ] {Scudder  Focus Value + Growth  Fund:  Fund  Account  }and,
subject to the provisions of this section, shall take reasonable steps to assure
that those  portfolio  transactions  are effected  subject to the best execution
under the  circumstances.  The  Subadviser  shall advise the  custodian  for the
Series ("Custodian") and the Manager on a prompt basis of each purchase and sale
of an  investment  specifying  the name of the  issuer,  the  CUSIP  number  (if
available),  the  description and amount (or number of shares) of the investment
purchased,  the market  price,  commission  and gross or net price,  trade date,
settlement  date and identity of the  effecting  broker or dealer.  From time to
time as the Board or the Manager may reasonably  request,  the Subadviser  shall
furnish to the Manager, the Trust's officers and to each of its Trustees reports
on portfolio  transactions and reports on assets held in the [Scudder  Strategic
Income Fund, Scudder Worldwide 2004 Fund: Series ] {Scudder Focus Value + Growth
Fund:  Fund  Account  }, all in such  detail  as the  Trust or the  Manager  may
reasonably  request.  The Subadviser shall also inform the Manager,  the Trust's
officers and the Board on a current basis of changes in  investment  strategy or
tactics or any other  developments  materially  affecting the [Scudder Strategic
Income Fund, Scudder Worldwide 2004 Fund: Series ] {Scudder Focus Value + Growth
Fund:  Fund Account }. The  Subadviser  shall make its  officers  and  employees
available to meet with the Manager,  the Trust's officers and the Board at least
quarterly on due notice and at such other times as may be mutually agreeable, to
review the  investments  and investment  performance  of the [Scudder  Strategic
Income Fund, Scudder Worldwide 2004 Fund: Series ] {Scudder Focus Value + Growth
Fund:  Fund  Account  }in the light of the  Series'  investment  objectives  and
policies and market conditions.

         [Scudder  Strategic Income Fund,  Scudder  Worldwide 2004 Fund:  Absent
written instructions to the Manager to the contrary,  the Subadviser shall place
all orders for the purchase and sale of  investment  instruments  for the Series
with  brokers  or  dealers  selected  by the  Subadviser  consistent  with  best
execution,  which, subject to and consistent with the policies and procedures of
the Trust  relating  to Rule 17e-l under the 1940 Act,  may  include  brokers or
dealers  affiliated with the Subadviser.  Purchase or sell orders for the Series
may be aggregated with contemporaneous  purchase or sell orders of other clients
of the Subadviser. The Subadviser shall use its best efforts to obtain execution
of portfolio  transactions at prices that are  advantageous to the Series and at
commission rates that are reasonable in relation to the benefits  received.  The
Subadviser  may  select  brokers  or  dealers  on the basis  that  they  provide
brokerage,  research or other  services or products to the Series  and/or  other
accounts  serviced  by  the  Subadviser.  The  Subadviser  may  place  portfolio
transactions  with a broker or dealer with which it has  negotiated a commission
in excess of the  commission  another  broker or dealer  would have  charged for
effecting that transaction if the Subadviser  determines in good faith that such
amount of  commission  was  reasonable in relation to the value of the brokerage
and research  provided by such broker or dealer,  viewed in terms of either that
particular  transaction or the overall  responsibilities that the Subadviser has
with respect to the Series and to accounts  over which it  exercises  investment
discretion,  and not all such services or products will  necessarily  be used by
the  Subadviser  in  managing  the Series.  In  addition,  consistent  with best
execution, the Subadviser may execute portfolio transactions through brokers and
dealers that sell shares of mutual funds advised by the  Subadviser or recommend
to their  customers that they purchase  shares of such funds.  If the Subadviser
determines that any product or service furnished by a broker--dealer has a mixed
use,  such that it also serves  functions  that do not assist the  Subadviser in
carrying out its investment  decision--making  process,  the Subadviser shall be
responsible for making and  documenting a reasonable  allocation of the costs of
such  service  or  product.  The  portion of the  product  or  service  that the
Subadviser   determines   will  assist  it  in  carrying   out  its   investment
decision--making process may be paid for in brokerage commission dollars.]

         It shall be the duty of the  Subadviser to furnish to the Trustees such
information  as may  reasonably  be requested in order for the Board to evaluate
this Agreement or any proposed  amendments thereto for the purposes of casting a
vote  pursuant to Section 9 hereof.  [Scudder  Strategic  Income  Fund,  Scudder
Worldwide 2004 Fund:  including any  information  requested  pursuant to section
15(c) of the 1940 Act. Any  information  reasonably  deemed  proprietary  by the
Subadviser shall be subject to the provisions of Section 6 hereof.

         The Subadviser  shall not be responsible  for fund accounting nor shall
it be required to generate fund accounting data.

         The Series  assets shall be  maintained in the custody of the custodian
identified by the Manager in writing (the "Custodian") . Any assets added to the
Series shall be delivered  directly to the Custodian.  The Subadviser shall have
no liability for the acts or omissions of any Custodian,  other than (subject to
Section 11) for acts or omissions  arising in reliance on instructions  from the
Subadviser.]

         In the performance of its duties hereunder, the Subadviser is and shall
be an independent  contractor and except as otherwise  expressly provided herein
or  otherwise  authorized  in  writing,  shall have no  authority  to act for or
represent the Trust, the Series or the Manager in any way or otherwise be deemed
to be an agent of the Trust, the Series or the Manager.

         In furnishing the services under this Agreement,  the Subadviser  shall
comply with the requirements of the Investment Company Act and of the Investment
Advisers  Act  of  1940  ("Advisers  Act")  applicable  to it,  the  regulations
promulgated  thereunder,  and all other  applicable  laws and  regulations.  The
Subadviser shall immediately  notify the Manager and the Trust in the event that
the  Subadviser:  (1)  becomes  subject  to a  statutory  disqualification  that
prevents the Subadviser from serving as an investment  adviser  pursuant to this
Agreement;  or (2) is or  expects to become  the  subject  of an  administrative
proceeding  or  enforcement  action by the  Securities  and Exchange  Commission
("SEC")  or other  regulatory  authority  (including,  without  limitation,  any
self-regulatory  organization) [Scudder Strategic Income Fund, Scudder Worldwide
2004 Fund: which proceeding or action could reasonably be deemed material to the
Subadviser's  performance  of  its  duties  under  this  Agreement  (unless  the
Subadviser is prohibited by applicable law or regulation  from  disclosing  such
proceeding or action)].  The Subadviser shall immediately forward, upon receipt,
to the Manager any  correspondence  from the SEC or other  regulatory  authority
that relates to the Series.

         [Scudder  Strategic  Income  Fund,  Scudder  Worldwide  2004 Fund:  The
Subadviser  shall be responsible  for the  preparation  and filing of reports on
Schedule l3G and Form 13F with  respect to  securities  held by the Series,  but
unless  otherwise  expressly  agreed to in writing,  the Subadviser shall not be
responsible for the  preparation or filing of any other reports  required of the
Series by any governmental or regulatory agency.

         The  Subadviser  may request  information  from the Manager or from the
fund  accountant,  the  Custodian  or other  service  providers to the Series to
enable the Subadviser to monitor  compliance with portfolio  restrictions of the
Series.  In the event such  information  is not made available to the Subadviser
reasonably  promptly upon request,  the  Subadviser  shall notify the Manager in
writing.  If the Manager does not provide (or arrange for the provision of) such
information to the Subadviser reasonably promptly upon receipt of written notice
from the Subadviser,  the Manager shall assume responsibility for the monitoring
to which the requested information relates.]

         The  Subadviser's   primary   consideration  in  effecting  a  security
transaction  shall be to obtain the best execution under the  circumstances  for
the  [Scudder  Strategic  Income Fund,  Scudder  Worldwide  2004 Fund:  Series ]
{Scudder  Focus Value + Growth  Fund:  Fund  Account},  taking into  account the
factors  specified in the Prospectus and Statement of Additional  Information of
the Trust  relating  to the  Series.  Subject to such  policies as the Board may
determine and consistent  with Section 28(e) of the  Securities  Exchange Act of
1934,  the  Subadviser  shall not be deemed to have acted  unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of its
having caused the [Scudder  Strategic Income Fund,  Scudder Worldwide 2004 Fund:
Series  ]  {Scudder  Focus  Value  +  Growth  Fund:  Fund  Account  } to  pay  a
broker-dealer  for  effecting a portfolio  investment  transaction  an amount of
commission in excess of the amount of  commission  another  broker-dealer  would
have charged for effecting that  transaction,  if the  Subadviser  determines in
good faith that such  amount of  commission  was  reasonable  in relation to the
value of the  brokerage  and research  services  provided by such  broker-dealer
viewed  in  terms  of  either  that   particular   transaction  or  its  overall
responsibilities  with respect to accounts as to which it  exercises  investment
discretion.  {Scudder Focus Value + Growth Fund:  The  Subadviser  shall provide
such  reports as the Board or the Manager may request  with  respect to the Fund
Account's brokerage and the manner in which that brokerage was allocated.

         The Fund  Account  assets  shall be  maintained  in the  custody of the
Custodian  (who shall be identified by the Manager in writing).  The  Subadviser
shall not have custody of any securities,  cash or other assets contained in the
Fund Account,  and} shall not be liable for any loss  resulting  from any act or
omission of the  Custodian  other than acts or omissions  arising in reliance on
instructions  of the  Subadviser.  {Scudder  Focus  Value  +  Growth  Fund:  The
Subadviser  shall  promptly  notify  the  Manager if the  Subadviser  becomes an
affiliated person of the Custodian.}

2.       Delivery of Documents to the  Subadviser.  The Manager shall furnish to
the Subadviser copies of each of the following documents:

         (i) The  Declaration  of Trust of the  Trust as in  effect  on the date
hereof;

         (ii) The By-laws of the Trust in effect on the date hereof;

         (iii) The  resolutions  of the Board  approving  the  engagement of the
Subadviser  as  subadviser  for  the  Series  and  approving  the  form  of this
agreement;

         (iv) The  resolutions of the Board  selecting the Manager as investment
manager  to the  Series  and  approving  the form of the  Investment  Management
Agreement with the Trust, on behalf of the Series;

         (v) The Investment Management Agreement with the Trust on behalf of the
Series;

         (vi) The Code of Ethics of the Trust and of the Manager as currently in
effect;

         (vii)  Current  copies of the  Prospectus  and  Statement of Additional
Information of the Trust relating to the Series; and

         (viii)  Resolutions,  policies and  procedures  adopted by the Board in
respect of the management or operation of the Series.

         (ix) [Scudder  Strategic Income Fund, Scudder Worldwide 2004 Fund: Such
other  information as the Subadviser may reasonably  request in connection  with
the performance of its duties under this Agreement.]

         (x) {Scudder  Focus Value + Growth Fund: A schedule of the  investments
and other assets that will initially comprise the Fund Account.}

         The Manager shall furnish the Subadviser from time to time with copies,
properly  certified  or  otherwise  authenticated,   of  all  amendments  of  or
supplements to the foregoing, if any. Such amendments or supplements as to Items
(a) through (g) {Scudder Focus Value + Growth Fund: (h)} above shall be provided
within 30 days of the time such materials  became  available to the Manager and,
until so  provided,  the  Subadviser  may  continue  to rely on those  documents
previously provided.

         During the term of this  Agreement,  the Manager also shall  furnish to
the  Subadviser  prior to use  thereof  copies  of all  Trust  documents,  proxy
statements,  reports  to  shareholders,  sales  literature,  or  other  material
prepared for distribution to shareholders of the Series or the public that refer
in any way to the Subadviser,  and shall not use such material if the Subadviser
reasonably  objects in writing [Scudder Strategic Income Fund, Scudder Worldwide
2004 Fund: after reasonable  opportunity to review such material] {Scudder Focus
Value + Growth Fund: within five business days (or such other time period as may
be  mutually  agreed)}  after  receipt  thereof.  However,  the  Manager and the
Subadviser may mutually agree that certain of the  above-mentioned  documents do
not need to be furnished to the Subadviser prior to the document's use.

         In the  event of  termination  of this  Agreement,  the  Manager  shall
continue  to  furnish  to the  Subadviser  copies of any of the  above-mentioned
materials that refer in any way to the Subadviser.  The Manager shall furnish or
otherwise make available to the Subadviser  such other  information  relating to
the business affairs of the Trust as the Subadviser at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.

3.       Delivery of Documents to the Manager.  The Subadviser  shall furnish
the Manager with copies of each of the following documents:

         [Scudder  Strategic  Income  Fund,  Scudder  Worldwide  2004 Fund:  The
Manager will  cooperate  with the  Subadviser in  establishing  and  maintaining
brokerage and other  accounts that the Subadviser  deems  advisable to allow for
the purchase and sale of various forms of securities or other instruments by the
Series pursuant to this Agreement.]

         (i) The Subadviser's most recent balance sheet;

         (ii)  Separate  lists of  persons  whom the  Subadviser  wishes to have
authorized  to give written  and/or oral  instructions  to the Custodian and the
fund accounting agent of Trust assets for the Series;

         (iii) The Code of Ethics of the Subadviser as currently in effect; and

         (iv) Any compliance  policies,  trading,  commission and other reports,
confirmation  of the  Subadviser's  insurance  coverage  (in form and  substance
satisfactory to the Manager), and such other management or operational documents
as the  Manager  may  reasonably  request in writing (on behalf of itself or the
Board) in assessing the Subadviser.

         {Scudder Focus Value + Growth Fund: The Subadviser  maintains a written
Code of Ethics  that  complies  with the  requirements  of Rule 17j-1  under the
Investment Company Act, as amended. The Subadviser certifies that it has adopted
procedures reasonably necessary to prevent its "access persons," as such term is
defined in Rule 17j-1,  from violating the Code of Ethics.  The Subadviser shall
notify the Board upon the adoption of any material  change to its Code of Ethics
so that the Board,  including a majority of the Trustees who are not  interested
person of the Trust, may approve such change not later than six months after its
adoption by the Subadviser, as required by Rule 17j-1. The Subadviser also shall
provide  the Trust with a copy of any  amendments  to its Code of Ethics that do
not represent a material change to such Code.  Within 45 days of the end of each
year while this  Agreement is in effect (or more  frequently if required by Rule
17j-1 or as the Trust may reasonably request),  the Subadviser shall provide the
Board with a written  report that, as required by Rule 17j-1:  (1) describes any
issue arising under the Subadviser's Code of Ethics or procedures since the last
report to the Board,  including,  but not limited to, information about material
violations  of the Code or procedures  and sanctions  imposed in response to the
material  violations,   and  (2)  certifies  that  the  Subadviser  has  adopted
procedures reasonably necessary to prevent its access persons from violating its
Code of Ethics.  Upon the written  request of the Trust,  the  Subadviser  shall
permit the Trust to examine the reports to be made by the Subadviser  under Rule
17j-1(d) and the records the Subadviser maintains pursuant to Rule 17j-1(f).}

         [Scudder  Strategic  Income  Fund,  Scudder  Worldwide  2004 Fund:  The
Subadviser   will  maintain  a  written  code  of  ethics   complying  with  the
requirements  of Rule 17j-1 under the 1940 Act and will provide the Trust with a
copy of the code of ethics,  including  any  amendments  thereto,  together with
evidence of its adoption and a  certification  to the effect that the Subadviser
has adopted procedures reasonably necessary to prevent its "access persons" from
violating  its code of  ethics.  The  Subadviser  will be subject to its code of
ethics and will not be subject  to any other code of ethics,  including  that of
the Manager,  unless specifically  adopted by the Subadviser.  At least annually
(or more frequently if required by Rule 17j-1 or as the Trust or the Manager may
reasonably  request),  the  Subadviser  shall provide a written report as to the
matters required to be provided to the Trust by the Subadviser under Rule 17j-l,
including the  certification  provided for therein.  Upon the written request of
the Trust,  the  Subadviser  shall  permit  Trust to examine  the  policies  and
procedures  the  Subadviser  maintains  pursuant  to Rule  17j-l  to the  extent
material to the assessment of the  Subadviser's  performance of its duties under
this Agreement.]

         The Subadviser shall furnish the Manager from time to time with copies,
properly certified or otherwise authenticated,  of all material amendments of or
supplements to the foregoing, if any. Additionally, the Subadviser shall provide
to the  Manager  such  other  documents  relating  to its  services  under  this
Agreement  as the  Manager  may  reasonably  request on a periodic  basis.  Such
amendments  or  supplements  as to items (a) through (c) above shall be provided
within 30 days of the time such materials became available to the Subadviser.

         [Scudder  Strategic  Income  Fund,  Scudder  Worldwide  2004 Fund:  Any
information  reasonably deemed proprietary by the Subadviser shall be subject to
the provisions of Section 6 hereof.]

         The Subadviser  shall promptly notify the Manager of any transaction or
other event that results in an "assignment" of this Agreement within the meaning
of the  Investment  Company  Act. In addition,  the  Subadviser  shall  promptly
complete and return to the Manager or the Trust any compliance questionnaires or
other inquiries submitted to the Subadviser in writing.

4. Other  Agreements,  etc. It is understood that any of the  shareholders,  the
Trustees,  officers  and  employees  of  the  Trust  or  the  Series  may  be  a
shareholder,  director,  officer or employee of, or be otherwise  interested in,
the Subadviser,  any interested  person of the Subadviser,  any  organization in
which the Subadviser may have an interest or any organization  which may have an
interest  in the  Subadviser,  and that any such  interested  person or any such
organization  may  have an  interest  in the  Trust  or the  Series.  It is also
understood  that the  Subadviser,  the Manager and the Trust may have  advisory,
management,  service or other contracts with other individuals or entities,  and
may have other interests and businesses.  {Scudder Focus Value + Growth Fund: On
occasions when the  Subadviser  deems the purchase or sale of a security for the
Fund Account to be in the best interest of the Series,  as well as other clients
of the Subadviser,  the Subadviser,  to the extent  permitted by applicable laws
and  regulations,  may,  but  shall be under no  obligation  to,  aggregate  the
investments to be sold or purchased in order to obtain best execution  under the
circumstances.  In such event,  allocation  of the  investments  so purchased or
sold, as well as the expenses incurred in the transactions, shall be made by the
Subadviser  in the manner the  Subadviser  considers  to be most  equitable  and
consistent  with its  fiduciary  obligations  to the  Series  and to such  other
clients.  nothing  in this  Agreement  shall  impose  upon  the  Subadviser  any
obligation to purchase or sell for the Fund Account,  or recommend for purchaser
or sale, by the Fund Account any investment which it or its officers, directors,
affiliates  or  employees  may  purchase  or  sell  for the  Subadviser  or such
officer's, director's, affiliate's or employee's own accounts or for the account
of any of the Subadviser's clients, advisory or otherwise.}

         [Scudder  Strategic  Income Fund,  Scudder  Worldwide 2004 Fund: When a
security proposed to be purchased or sold for the Series is also to be purchased
or sold for other  accounts  managed by the  Subadviser  at the same  time,  the
Subadviser  shall make such purchases or sales on a pro-rata,  rotating or other
equitable  basis so as to avoid any one account's being preferred over any other
account.]

         The  Subadviser  may give advice and take action with  respect to other
funds or clients, or for its own account which may differ from the advice or the
timing or nature of action taken with respect to the [Scudder  Strategic  Income
Fund,  Scudder Worldwide 2004 Fund: Series ] {Scudder Focus Value + Growth Fund:
Fund Account }. [Scudder Strategic Income Fund, Scudder Worldwide 2004 Fund: The
Subadviser makes no  representation  or warranty,  express or implied,  that any
level of investment  performance  or investment  results will be achieved by the
Series or that the Series will  perform  comparably  with any standard or index,
including other clients of the Subadviser, whether public or private.]

         Nothing in this  Agreement  shall be implied to prevent (1) the Manager
from engaging other subadvisers to provide  investment advice and other services
in  relation  to other  series of the Trust  for which the  Subadviser  does not
provide such  services,  or to prevent the Manager from  providing such services
itself  in  relation  to such  series;  or (2)  the  Subadviser  from  providing
investment advice and other services to other funds or clients.

5. Fees, Expenses and Other Charges.

         (i) {Scudder Focus Value + Growth Fund: Fund Account:  For its services
hereunder,  the  Subadviser  shall  be  paid a  management  fee  by the  Manager
according to the fee schedule attached hereto as Schedule A.}

         (a)      [Scudder  Strategic Income Fund,  Scudder Worldwide 2004 Fund:
                  Subject to the provisions of this Agreement, the duties of the
                  Subadviser,   the  portion  of   portfolio   assets  that  the
                  Subadviser  shall  manage,   and  the  fees  to  be  paid  the
                  Subadviser by the Manager under and pursuant to this Agreement
                  may be adjusted from time to time by the Manager with and upon
                  the approval of the Board and the members of the Trust's Board
                  of Trustees  who are not  "interested  persons," as defined in
                  the 1940 Act.]

         (ii) The  Subadviser,  at its  expense,  shall  furnish  all  necessary
investment  facilities,  including  salaries  of  personnel  required  for it to
execute its duties under this Agreement.

         (iii) [Scudder  Strategic Income Fund, Scudder Worldwide 2004 Fund: The
Manager,  the  Series  and the  Trust  shall  assume  and pay  their  respective
organizational,  operational and business  expenses not specifically  assumed or
agreed to be paid by the Subadviser  pursuant to this Agreement.  The Subadviser
shall pay its own  organizational,  operational and business  expenses but shall
not be obligated to pay any expenses of the Manager,  the Trust,  or the Series,
including without limitation (i) interest and taxes, (ii) brokerage  commissions
and other costs in  connection  with the purchase or sale of securities or other
investment  instruments  for the Series,  and (iii) custodian fees and expenses.
Any  reimbursement  to the Series of  management  fees  required  by any expense
limitation  provision  set forth in the  Prospectus  or Statement of  Additional
Information  of the Series,  and any  liability  to the Series  arising out of a
violation  of Section  36(b) of the 1940 Act by the  Manager,  shall be the sole
responsibility of the Manager.]

6.   Confidential   Treatment.   It  is  understood   that  any  information  or
recommendation  supplied by the Subadviser in connection with the performance of
its obligations  hereunder is to be regarded as confidential and for use only by
the  Manager,  the  Trust  or such  persons  as the  Manager  may  designate  in
connection with the Series [Scudder  Strategic  Income Fund,  Scudder  Worldwide
2004 Fund: and further understood that any information  reasonably designated as
proprietary by the Subadviser  shall be subject to such limitations on access or
use as the Subadviser and the Manager or the Trust shall  reasonably  agree.] It
is also understood that any information supplied to the Subadviser in connection
with the performance of its obligations hereunder, particularly, but not limited
to, any list of investments  which, on a temporary  basis,  may not be bought or
sold for the Series,  is to be regarded as confidential  and for use only by the
Subadviser in connection  with its obligation to provide  investment  advice and
other services to the Series.

         [Scudder  Strategic  Income  Fund,  Scudder  Worldwide  2004 Fund:  The
Manager  will not,  directly or  indirectly,  use,  disclose or furnish,  to any
person  or  entity,  records  or  information  concerning  the  business  of the
Subadviser,  except as necessary  for the  performance  of its duties under this
Agreement or the Investment Management  Agreement,  or as required by applicable
law or regulation,  upon prior written notice to the  Subadviser.  Subadviser is
the sole owner of the name and mark "Janus."  Other than as permitted by Section
2 hereof, the Manager will not, and will not permit the Series to, without prior
written  consent  of the  Subadviser,  use  the  name or  mark  "Janus"  or make
representations regarding the Subadviser or its affiliates.  Upon termination of
this  Agreement for any reason,  the Manager shall cease,  and the Manager shall
cause the Series to cease, as promptly as practicable, all use of the Janus name
or any Janus mark (except to the extent  necessary in describing  the management
of the Series during the term of this Agreement).]

         The Subadviser shall maintain and enforce adequate security  procedures
with respect to all  materials,  records,  documents and data relating to any of
its  responsibilities  pursuant to this  Agreement  including  all means for the
effecting of investment transactions.

7.   Representations  and  Covenants  of  the  Parties.  The  Subadviser  hereby
acknowledges  that it is registered as an investment  adviser under the Advisers
Act and that neither it nor any affiliated person of it, as such term is defined
in Section  2(a)(3) of the  Investment  Company Act  ("affiliated  person"),  is
subject to any  disqualification  that would make the Subadviser unable to serve
as an investment  adviser to a registered  investment company under Section 9 of
the Investment  Company Act [Scudder  Strategic Income Fund,  Scudder  Worldwide
2004 Fund: it is validly  existing and in good  standing as a corporation  under
the laws of Colorado,  it has all  requisite  corporate  power and  authority to
execute,  deliver and perform this Agreement,  and such execution,  delivery and
performance have been duly authorized by all necessary corporate  proceedings of
the  Subadviser.]  {Scudder  Focus  Value + Growth  Fund:  The  Manager  and the
Subadivser  acknowledge  that the Fund Account  represents only a portion of the
Series and that the Subadviser  shall not be  responsible  for ensuring that the
Series as a whole is managed in a manner that complies with applicable rules and
regulations of the SEC and Subchapter M and Section 817 of the Internal  Revenue
Code.} The Subadviser  covenants that it will carry out  appropriate  compliance
procedures  necessary to the operation of the Series as the  Subadviser  and the
Manager may agree {Scudder Focus Value + Growth Fund: including, if requested by
the  Manager,  managing  the Fund  Account as if it were a  separate  investment
company for purposes of determining compliance with the rules and regulations of
the SEC,  the  Series'  investment  policies  and  restrictions  and the Series'
qualification as a registered  investment company under Subchapter M and Section
817 of the Internal  Revenue Code. The  Subadviser  also covenants that it shall
cooperate  with the Manager's (or its  designee's)  personnel to ensure that the
Series is in conformity with such rules and regulations, investment policies and
restrictions  and  Subchapter  M  and  Section  817,  including  providing  such
information concerning the purchase or sale of investments on behalf of the Fund
Account as the Manager may request.}  [Scudder  Strategic  Income Fund,  Scudder
Worldwide  2004 Fund:  The  Subadviser  also  covenants  that it will manage the
Series in conformity with all applicable rules and regulations of the SEC in all
material respects and so that the Series will qualify as a regulated  investment
company  under  Subchapter M of the Internal  Revenue Code  ("Code") and will be
adequately  diversified  for  purposes  of  Section  817(h)  of the Code and the
Treasury regulations thereunder.]

         [Scudder  Strategic  Income  Fund,  Scudder  Worldwide  2004 Fund:  The
Manager  hereby  represents  and  warrants  that  (a)  it  is  registered  as an
investment  adviser  under the Advisers  Act, (b) it is validly  existing and in
good  standing  as a  corporation  under  the laws of  Delaware,  (c) it has all
requisite  corporate  power and  authority to execute,  deliver and perform this
Agreement,  (d)  such  execution,   delivery  and  performance  have  been  duty
authorized by all necessary  corporate  proceedings  of the Manager,  (e) it has
authority  under the  Investment  Management  Agreement to execute,  deliver and
perform  this  Agreement,  and  (f) it has  received  a copy  of  Part II of the
Subadviser's Form ADV.]

8. Reports by the  Subadviser and Records of the Series.  The  Subadviser  shall
furnish  the  Manager  monthly,  quarterly  and annual  reports  concerning  the
transactions  and  performance of the [Scudder  Strategic  Income Fund,  Scudder
Worldwide 2004 Fund:  Series ] {Scudder Focus Value + Growth Fund:  Fund Account
}, including  information  required to be disclosed in the Trust's  registration
statement,  in such  form as may be  mutually  agreed,  to review  the  [Scudder
Strategic  Income Fund,  Scudder  Worldwide  2004 Fund:  Series ] {Scudder Focus
Value + Growth  Fund:  Fund  Account  }and  discuss  the  management  of it.  If
requested  by the  Manager,  the  Subadviser  shall  also  furnish  the  Manager
quarterly compliance  certifications.  The Subadviser shall permit its financial
statements,  books and records with  respect to the Series to be  inspected  and
audited by the Trust, the Manager or their agents at all reasonable times during
normal business hours.  The Subadviser shall  immediately  notify and forward to
both the Manager and legal counsel for the Series any legal process  served upon
it on behalf of the Manager or the Trust.  The Subadviser  shall promptly notify
the Manager of any changes in any information concerning the Subadviser of which
the  Subadviser  becomes  aware that would be  required to be  disclosed  in the
Trust's registration statement.

         In compliance with the  requirements of Rule 3la-3 under the Investment
Company Act, the  Subadviser  agrees that all records it maintains for the Trust
with respect to the [Scudder Strategic Income Fund, Scudder Worldwide 2004 Fund:
Series ] {Scudder  Focus Value + Growth Fund:  Fund Account }are the property of
the Trust and further  agrees to surrender  promptly to the Trust or the Manager
any such  records  upon the  Trust's  or the  Manager's  request.  However,  the
Subadviser  may retain  copies of such records to comply with the  recordkeeping
requirements  of the  Investment  Advisers Act and  Investment  Company Act. The
Subadviser  further  agrees to  maintain  for the Trust the records the Trust is
required to maintain  under Rule 3la-l(b)  insofar as such records relate to the
investment affairs of the [Scudder Strategic Income Fund, Scudder Worldwide 2004
Fund:  Series  ]  {Scudder  Focus  Value +  Growth  Fund:  Fund  Account  }. The
Subadviser  further agrees to preserve for the periods  prescribed by Rule 3la-2
under the Investment Company Act the records it maintains for the Trust.

9.  Continuance and  Termination.  This Agreement shall remain in full force and
effect  through  September  30, 2002,  and is renewable  annually  thereafter by
specific  approval of the Board or by the affirmative  vote of a majority of the
outstanding  voting securities of the Series. Any such renewal shall be approved
by the vote of a majority of the Trustees who are not  interested  persons under
the  Investment  Company Act, cast in person at a meeting called for the purpose
of voting on such renewal.  This Agreement may be terminated  without penalty at
any  time  by the  Board,  by  vote  of a  majority  of the  outstanding  voting
securities of the Series,  or by the Manager or by the Subadviser  upon 60 days'
written notice. This Agreement shall automatically terminate in the event of its
assignment  by either  party to this  Agreement,  as defined  in the  Investment
Company  Act,  or  upon  termination  of  the  Manager's  Investment  Management
Agreement with the Trust, on behalf of the Series.  In addition,  the Manager or
the Trust may terminate this  Agreement upon immediate  notice if the Subadviser
becomes statutorily disqualified from performing its duties under this Agreement
or otherwise is legally prohibited from operating as an investment adviser.

10. Amendment. No provision of this Agreement may be changed, waived, discharged
or terminated  orally,  except by an  instrument in writing  signed by the party
against whom  enforcement  of the change,  waiver,  discharge or  termination is
sought.  No amendment of this Agreement  shall be effective  until approved in a
manner  consistent  with the  Investment  Company Act and rules and  regulations
thereunder  and any  applicable  SEC exemptive  order  therefrom,  SEC no-action
letter or SEC interpretive guidance.

         [Scudder  Strategic  Income Fund,  Scudder  Worldwide  2004 Fund:  This
Agreement may be amended only in accordance  with  applicable law, and only by a
written instrument signed by all the parties to this Agreement.]

11. Voting Rights.  The Manager shall be  responsible  for exercising any voting
rights of any investments of the Series.

12.  Indemnification.  The Subadviser  agrees to indemnify and hold harmless the
Manager,  any  affiliated  person of the Manager and each person,  if any,  who,
within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"),
controls ("controlling person") the Manager,  against any and all losses, claims
damages,  liabilities  or  litigation  (including  reasonable  legal  and  other
expenses),  to which the Manager or such affiliated person or controlling person
may become subject under the 1933 Act, the Investment  Company Act, the Advisers
Act, or under any other statute, at common law or otherwise,  arising out of the
Subadviser's  responsibilities as manager of the [Scudder Strategic Income Fund,
Scudder  Worldwide 2004 Fund:  Series ] {Scudder Focus Value + Growth Fund: Fund
Account } (1) to the extent of and as a result of the  willful  misconduct,  bad
faith, or gross negligence by the Subadviser,  any of the Subadviser's employees
or  representatives  or any  affiliate of or any person  acting on behalf of the
Subadviser;  (2) as a result of any untrue statement or alleged untrue statement
of a material  fact  contained in the  Prospectus  and  Statement of  Additional
Information of the Trust relating to the Series or any amendment  thereof or any
supplement  thereto or the  omission  or  alleged  omission  to state  therein a
material fact  required to be stated  therein or necessary to make the statement
therein not  misleading,  if such a statement  or omission  was made in reliance
upon written information  furnished by the Subadviser to the Manager,  the Trust
or any  affiliated  person of the Manager or the Trust  expressly for use in the
Trust's  registration  statement,  or upon verbal  information  confirmed by the
Subadviser in writing expressly for use in the Trust's  registration  statement;
or (3) to the extent of, and as a result of, the  failure of the  Subadviser  to
execute,  or cause  to be  executed,  portfolio  transactions  according  to the
standards and  requirements of the Investment  Company Act, the Advisers Act and
the Securities Exchange Act of 1934.

         In no case shall the Subadviser's  indemnity in favor of the Manager or
any  affiliated  person  or  controlling  person  of the  Manager,  or any other
provision  of this  Agreement,  be deemed to protect  such  person  against  any
liability  to which any such  person  would  otherwise  be  subject by reason of
willful  misconduct,  bad faith or gross  negligence in the  performance  of its
duties or by reason of its  reckless  disregard  of its  obligations  and duties
under this Agreement.

         [Scudder  Strategic Income Fund, Scudder Worldwide 2004 Fund: Except as
may  otherwise be provided  under the 1933 Act, the 1940 Act, the Advisers  Act,
under any other statute, at common law or otherwise,  neither the Subadviser nor
any of its affiliates,  officers, directors,  shareholders,  employees or agents
shall be liable to the Manager for any loss, liability, cost, damage or expense,
including reasonable attorneys' fees and costs (collectively referred to in this
Agreement as "Losses"),  including without  limitation Losses in connection with
pricing  information or other  information  provided by  Subadviser,  except for
Losses resulting from the gross negligence,  bad faith or willful misconduct, or
reckless  disregard  of  obligations  and duties  under this  Agreement,  of the
Subadviser or of its affiliates, officers, directors, shareholders, employees or
agents, as the case may be.]

         The Manager  agrees to indemnify and hold harmless the  Subadviser  and
any affiliated  person or controlling  person of the Subadviser  against any and
all losses,  claims,  damages,  liabilities or litigation  (including reasonable
legal and other expenses),  to which the Subadviser or such affiliated person or
controlling person may become subject under the 1933 Act, the Investment Company
Act, the Advisers Act, or under any other  statute,  at common law or otherwise,
arising  out of the  Manager's  responsibilities  as  investment  manager of the
Series  (1) to the  extent of and as a result  of the  willful  misconduct,  bad
faith,  or gross  negligence by the Manager,  any of the Manager's  employees or
representatives  or any  affiliate  of or any  person  acting  on  behalf of the
Manager;  or (2) as a result of any untrue statement or alleged untrue statement
of a material  fact  contained in the  Prospectus  and  Statement of  Additional
Information of the Trust relating to the Series or any amendment  thereof or any
supplement  thereto or the  omission  or  alleged  omission  to state  therein a
material fact  required to be stated  therein or necessary to make the statement
therein not  misleading,  if such a statement  or omission was made by the Trust
other than in reliance upon written information furnished by the Subadviser,  or
any  affiliated  person  of the  Subadviser,  expressly  for use in the  Trust's
registration  statement or other than upon verbal  information  confirmed by the
Subadviser in writing expressly for use in the Trust's registration statement.

         In no case shall the Manager's  indemnity in favor of the Subadviser or
any affiliated  person or  controlling  person of the  Subadviser,  or any other
provision  of this  Agreement,  be deemed to protect  such  person  against  any
liability  to which any such  person  would  otherwise  be  subject by reason of
willful  misconduct,  bad faith or gross  negligence in the  performance  of its
duties or by reason of its  reckless  disregard  of its  obligations  and duties
under this Agreement.

         [Scudder  Strategic Income Fund, Scudder Worldwide 2004 Fund: Except as
may  otherwise be provided  under the 1933 Act, the 1940 Act, the Advisers  Act,
under any other  statute,  at common law or otherwise,  neither' the Manager nor
any of its affiliates,  officers, directors,  shareholders,  employees or agents
shall be liable to the Subadviser for any Losses,  including without  limitation
Losses in connection with information provided by the Manager, except for Losses
resulting  from the  gross  negligence,  bad  faith or  willful  misconduct,  or
reckless  disregard  of  obligations  and duties  under this  Agreement,  of the
Manager or of its affiliates,  officers, directors,  shareholders,  employees or
agents, as the case may be.

         The  obligations  of this Section 11 shall survive the  termination  of
this Agreement.]

13.  Certain  Definitions.  For the purposes of this  Agreement,  the "vote of a
majority  of  the  outstanding  voting  securities  of  the  Series"  means  the
affirmative  vote,  at a duly  called and held  meeting of  shareholders  of the
Series,  (1) of the  holders of 67% or more of the shares of the Series  present
(in person or by proxy) and entitled to vote at such meeting,  if the holders of
more than 50% of the  outstanding  shares of the Series entitled to vote at such
meeting  are  present in person or by proxy;  or (2) of the holders of more than
50% of the  outstanding  shares of the Series  entitled to vote at such meeting,
whichever is less.

         For the  purposes of this  Agreement,  the terms  "affiliated  person,"
"interested  person"  and  "assignment"  shall  have their  respective  meanings
defined in the Investment  Company Act, and the term "controlling  person" shall
have the meaning defined in the 1933 Act, subject,  however,  to such exemptions
as may be granted by the SEC under such Acts.

14.  Notices.  All notices or other  communications  required or permitted to be
given  hereunder  shall be in writing and shall be delivered or sent by pre-paid
first class letter post to the  following  addresses or to such other address as
the  relevant  addressee  provides in writing to the others for the  delivery of
such notices and  communications,  and shall be deemed to have been given at the
time of delivery.

If to the Manager:                  ZURICH SCUDDER INVESTMENTS, INC.
                                    [Address]

If to the Trust:                    [NAME OF TRUST]
                                    [Name of Series]
                                    [Address]


If to the Subadviser:               [NAME OF SUBADVISER]
                                    [Address]

15.  Instructions.  The Subadviser is authorized to honor and act on any notice,
instruction or  confirmation  given by the Trust or Manager in writing signed or
sent by one of the persons whose names,  addresses and specimen signatures shall
be provided by the Trust or Manager from time to time.

16. Law.  [Scudder  Strategic  Income Fund,  Scudder  Worldwide 2004 Fund:  This
Agreement is governed by and shall be construed in  accordance  with the laws of
the State of New York in a manner not in  conflict  with the  provisions  of the
Investment  Company  Act,  except  with  respect to Section  16,  which shall be
construed in accordance  with the laws of the  Commonwealth  of  Massachusetts.]
{Scudder  Focus Value + Growth Fund:  This Agreement is governed by and shall be
construed in accordance with the laws of the  Commonwealth of Massachusetts in a
manner not in conflict with the provisions of the Investment Company Act.}

17.  Limitation of Liability of the Trust,  Trustees,  and  Shareholders.  It is
understood and expressly stipulated that none of the Trustees, officers, agents,
or  shareholders  of the  Trust  shall be  personally  liable  hereunder.  It is
understood and  acknowledged  that all persons dealing with the Series must look
solely to the property of the Series for the  enforcement  of any claims against
the Series as neither the Trustees,  officers, agents or shareholders assume any
personal  liability for  obligations  entered into on behalf of the Trust or the
Series.  No series of the Trust shall be liable for the obligations of any other
series.

18.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be  deemed an  original,  and all such  counterparts  shall
constitute a single instrument.

       IN WITNESS  WHEREOF,  the parties hereto have each caused this instrument
to be  signed  in  duplicate  on its  behalf  by the  officer  designated  below
thereunto duly authorized.

                                              ZURICH SCUDDER INVESTMENTS, INC.


                                              By:
Attest:                                       Name:
        ---------------------------
Name:                                         Title:
Title:

                                              [NAME OF SUBADVISER]

Attest:                                       By:
         --------------------------
Name:                                         Name:
Title:                                        Title:






                      {Scudder Focus Value + Growth Fund:
                    Schedule A to the Subadvisory Agreement
            for the Scudder Focus Value + Growth Fund (the "Fund"),
                                  a series of
                Scudder Focus Value + Growth Fund (the "Trust"),
                             made as of the [Date]
            between Zurich Scudder Investments, Inc. (the "Manager")
                  and [Name of Subadviser] (the "Subadviser")


                                  FEE SCHEDULE

As compensation for its services  described herein, the Subadviser shall receive
from the Manager a monthly fee based on a  percentage  of the  combined  average
daily net assets of the Fund  Account  and the Fund  Account  referred to in the
Subadvisory  Agreement  made as of the [ ], 2002,  between  the  Manager and the
Subadviser  relating to the Scudder  Focus Value Plus Fund (the  "Scudder  Focus
Value Plus Fund  Account")  calculated  as the  product of (a) the  monthly  fee
determined  on the basis of the  combined  average  daily net assets of the Fund
Account  and the  Scudder  Focus  Value  Plus Fund  Account as  provided  in the
schedule below, and (b) the quotient of (i) average daily net assets of the Fund
Account for the period in question  divided by (ii) the combined  average  daily
net assets of the Fund Account and of the Scudder  Focus Value Plus Fund Account
for such period.

Net Assets                                      Annualized Rate

$0 - $100 million                               0.___ of 1%
$100 - 500 million                              0.___ of 1%
$500 - 1 billion                                0.___ of 1%
$1 - 2 billion                                  0.___ of 1%
$2 billion +                                    0.___ of 1%


*        Combined  net assets of the Fund  Account and the  Scudder  Focus Value
         Plus Fund Account

The "average  daily net assets" of the Fund Account and the Scudder  Focus Value
Plus Fund  Account  shall be  calculated  at such time or times as the Board may
determine in accordance  with the  provisions of the  Investment  Company Act of
1940.  The value of the net assets of the Fund  Account  and the  Scudder  Focus
Value Plus Fund Account  shall always be determined  pursuant to the  applicable
provisions of the applicable Declaration of Trust and Registration Statement. If
the determination of net asset value does not take place for any particular day,
for the  purposes of this  Schedule A, the net asset value shall be deemed to be
the net asset  value  determined  as of the close of business on the last day on
which such calculation was made for the purpose of the foregoing computation. If
the Series  determines  the value of the net assets of its  portfolio  more than
once on any day, then the last such  determination  thereof on that day shall be
deemed to be the sole determination  thereof on that day for the purpose of this
Schedule  A. Fees are charged  monthly in arrears  based on  one-twelfth  of the
annual fee rate. Fees shall be prorated appropriately if the Subadviser does not
perform services pursuant to this Subadvisory Agreement for a full month.}


                                    Exhibit D
                        Form of DVM Subadvisory Agreement

                        SCUDDER FOCUS VALUE + GROWTH FUND

                                     FORM OF
                             SUB-ADVISORY AGREEMENT



         AGREEMENTmade this ____ day of _________,  200__, by and between ZURICH
SCUDDER  INVESTMENTS,  INC., a Delaware  corporation  (the "Adviser") and DREMAN
VALUE   MANAGEMENT,   L.L.C.,   a  Delaware  limited   liability   company  (the
"Sub-Adviser").

         WHEREAS,  SCUDDER FOCUS VALUE + GROWTH FUND, a  Massachusetts  business
trust (the  "Fund") is a  management  investment  company  registered  under the
Investment Company Act of 1940 (the "Investment Company Act");

         WHEREAS,  the Fund has retained the Adviser to render to it  investment
advisory  and  management  services  with  regard  to the  Fund  pursuant  to an
Investment Management Agreement (the "Management Agreement"); and

         WHEREAS,  the Adviser desires at this time to retain the Sub-Adviser to
render  investment  advisory  and  management  services  for  the  Fund  and the
Sub-Adviser is willing to render such services.

         NOW THEREFORE,  in consideration  of the mutual  covenants  hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:

1. Appointment of Sub-Adviser.

         (a) The Adviser hereby employs the Sub-Adviser to manage the investment
and  reinvestment  of the assets of the Fund in accordance  with the  applicable
investment  objectives,  policies and limitations and subject to the supervision
of the Adviser and the Board of Trustees of the Fund for the period and upon the
terms  herein  set  forth,  and to  place  orders  for the  purchase  or sale of
portfolio  securities  for the Fund account with brokers or dealers  selected by
the Sub-Adviser;  and, in connection therewith, the Sub-Adviser is authorized as
the agent of the Fund to give instructions to the Custodian and Accounting Agent
of the Fund as to the  deliveries  of  securities  and  payments of cash for the
account of the Fund. In connection with the selection of such brokers or dealers
and the placing of such orders, the Sub-Adviser is directed to seek for the Fund
best  execution of orders.  Subject to such policies as the Board of Trustees of
the Fund determines and subject to satisfying the  requirements of Section 28(e)
of the Securities  Exchange Act of 1934, the Sub-Adviser  shall not be deemed to
have acted unlawfully or to have breached any duty, created by this Agreement or
otherwise,  solely by reason of its  having  caused  the Fund to pay a broker or
dealer an amount of commission for effecting a securities  transaction in excess
of the amount of  commission  another  broker or dealer  would have  charged for
effecting that  transaction,  if the  Sub-Adviser  determined in good faith that
such  amount  of  commission  was  reasonable  in  relation  to the value of the
brokerage  and  research  services  provided by such broker or dealer  viewed in
terms  of  either  that  particular  transaction  or the  Sub-Adviser's  overall
responsibilities  with respect to the clients of the Sub-Adviser as to which the
Sub-Adviser  exercises  investment  discretion.  The Adviser recognizes that all
research  services and research that the Sub-Adviser  receives are available for
all  clients  of the  Sub-Adviser,  and that the Fund and other  clients  of the
Sub-Adviser may benefit thereby. The investment of funds shall be subject to all
applicable restrictions of the Agreement and Declaration of Trust and By-Laws of
the  Fund as may  from  time to time be in  force  to the  extent  the  same are
provided the Sub-Adviser.

         (b) The  Sub-Adviser  accepts  such  employment  and agrees  during the
period of this  Agreement  to render  such  investment  management  services  in
accordance with the applicable investment  objectives,  policies and limitations
set out in the Fund's  prospectus  and Statement of Additional  Information,  as
amended from time to time, to the extent the same are provided the  Sub-Adviser,
to furnish related office facilities and equipment and clerical, bookkeeping and
administrative services for the Fund, and to assume the other obligations herein
set forth for the compensation herein provided. The Sub-Adviser shall assume and
pay all of the costs and  expenses  of  performing  its  obligations  under this
Agreement.  The Sub-Adviser  shall for all purposes herein provided be deemed to
be an  independent  contractor  and,  unless  otherwise  expressly  provided  or
authorized,  shall have no authority to act for or represent the Fund,  the Fund
or the Adviser in any way or otherwise be deemed an agent of the Fund,  the Fund
or the Adviser.

         (c) The Sub-Adviser will keep the Adviser,  for itself and on behalf of
the Fund, informed of developments materially affecting the Fund or the Fund and
shall, on the  Sub-Adviser's  own initiative and as reasonably  requested by the
Adviser,  for itself and on behalf of the Fund, furnish to the Adviser from time
to time whatever  information the Adviser  reasonably  believes  appropriate for
this purpose.

         (d) The  Sub-Adviser  shall  provide the Adviser  with such  investment
portfolio  accounting and shall  maintain and provide such detailed  records and
reports  as the  Adviser  may from time to time  reasonably  request,  including
without  limitation,  daily  processing of investment  transactions and periodic
valuations of investment portfolio positions as required by the Adviser, monthly
reports of the  investment  portfolio and all  investment  transactions  and the
preparation  of such reports and  compilation of such data as may be required by
the Adviser to comply with the obligations  imposed upon it under the Management
Agreement.  Sub-Adviser  agrees to install in its offices computer  equipment or
software,  as provided by the Adviser at its expense, for use by the Sub-Adviser
in performing its duties under this Sub-Advisory Agreement,  including inputting
on a daily basis that day's portfolio transactions in the Fund.

         (e) The  Sub-Adviser  shall  maintain  and  enforce  adequate  security
procedures with respect to all materials,  records,  documents and data relating
to any of its  responsibilities  pursuant to this Agreement  including all means
for the effecting of securities transactions.

         (f) The  Sub-Adviser  agrees that it will provide to the Adviser or the
Fund promptly upon request reports and copies of such of its investment  records
and ledgers  with respect to the Fund as  appropriate  to assist the Adviser and
the Fund in  monitoring  compliance  with  the  Investment  Company  Act and the
Investment  Advisers  Act of  1940  (the  "Advisers  Act"),  as  well  as  other
applicable  laws. The Sub-Adviser will furnish the Fund's Board of Trustees such
periodic  and  special  reports  with  respect to the Fund as the Adviser or the
Board of Trustees may reasonably request, including statistical information with
respect to the Fund's securities.

         (g) In  compliance  with  the  requirements  of Rule  31a-3  under  the
Investment  Company Act, the Sub-Adviser  hereby agrees that any records that it
maintains  for the Fund are the  property  of the Fund  and  further  agrees  to
surrender  promptly any such records upon the Fund's or the  Adviser's  request,
although the Sub-Adviser may, at the Sub-Adviser's own expense,  make and retain
copies of such  records.  The  Sub-Adviser  further  agrees to preserve  for the
periods  prescribed by Rule 31a-2 under the  Investment  Company Act any records
with respect to the Sub-Adviser's  duties hereunder required to be maintained by
Rule 31a-1  under  such Act to the  extent  that the  Sub-Adviser  prepares  and
maintains  such records  pursuant to this  Agreement and to preserve the records
required  by Rule  204-2  under  the  Investment  Advisers  Act  for the  period
specified in that Rule.

         (h) The Sub-Adviser  agrees that it will immediately notify the Adviser
and the Fund in the  event  that  the  Sub-Adviser:  (i)  becomes  subject  to a
statutory  disqualification  that  prevents the  Sub-Adviser  from serving as an
investment  adviser pursuant to this Agreement;  or (ii) is or expects to become
the subject of an administrative  proceeding or enforcement action by the United
States Securities and Exchange Commission ("SEC") or other regulatory authority.

         (i) The  Sub-Adviser  agrees  that it will  immediately  forward,  upon
receipt,   to  the  Adviser,   for  itself  and  as  agent  for  the  Fund,  any
correspondence  from the SEC or other  regulatory  authority that relates to the
Fund.

         (j) The Sub-Adviser  acknowledges that it is an "investment adviser" to
the Fund within the meaning of the Investment Company Act and the Advisers Act.

         (k) The Sub-Adviser shall be responsible for maintaining an appropriate
compliance  program  to  ensure  that the  services  provided  by it under  this
Agreement  are performed in a manner  consistent  with  applicable  laws and the
terms  of this  Agreement.  Sub-Adviser  agrees  to  provide  such  reports  and
certifications regarding its compliance program as the Adviser or the Fund shall
reasonably  request  from  time to  time.  Furthermore,  the  Sub-Adviser  shall
maintain and enforce a Code of Ethics which in form and  substance is consistent
with industry  norms as changed from time to time.  Sub-Adviser  agrees to allow
the Board of  Trustees  of the Fund to review its Code of Ethics  upon  request.
Sub-Adviser  agrees to report to the Adviser on a quarterly basis any violations
of the Code of Ethics of which its senior management becomes aware.

2. Compensation.

         For the services and facilities  described herein, the Adviser will pay
to the  Sub-Adviser,  15 days after the end of each calendar  month,  the unpaid
balance  of a fee equal to 1/12 of  ____________  [ ______ ] of 1 percent of the
average daily net assets as defined  below of the Fund for such month;  provided
that,  for any calendar month during which the average of such values exceeds $[
______ ] , the fee payable for that month based on the portion of the average of
such  values in excess of $[ ] shall be 1/12 of [ ______ ] of 1 percent  of such
portion;  provided that, for any calendar month during which the average of such
values  exceeds $[  _________  ] , the fee  payable  for that month based on the
portion of the  average of such values in excess of $[ ] shall be 1/12 of [ ] of
1 percent of such portion;  provided  that,  for any calendar month during which
the average of such  values  exceeds $[ ] , the fee payable for that month based
on the  portion of the average of such values in excess of $[ ] shall be 1/12 of
[ _______ ] of 1 percent of such portion;  provided that, for any calendar month
during which the average of such values exceeds $[  _________________ ], the fee
payable  for that month  based on the  portion of the  average of such values in
excess  of $[  _________  ] shall  be 1/12 of [ ______  ] of 1  percent  of such
portion;  provided that, for any calendar month during which the average of such
values  exceeds $[  _________  ] , the fee  payable  for that month based on the
portion of the  average of such values in excess of $[ ] shall be 1/12 of [ ] of
1 percent of such portion;  provided  that,  for any calendar month during which
the average of such  values  exceeds $[ ] , the fee payable for that month based
on the  portion of the average of such values in excess of $[ ] shall be 1/12 of
[ _______ ] of 1 percent of such portion;  and provided  that,  for any calendar
month during which the average of such values exceeds $[ ] , the fee payable for
that month  based on the portion of the average of such values in excess of $[ ]
shall be 1/12 of [ _______ ] of 1 percent of such portion.

         For the month and year in which this  Agreement  becomes  effective  or
terminates,  there shall be an appropriate  proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.

3.  ________________  Net Asset Value. The net asset value for the Fund shall be
calculated as the Board of Trustees of the Fund may determine  from time to time
in accordance  with the  provisions of the  Investment  Company Act. On each day
when net asset value is not calculated, the net asset value of a series shall be
deemed to be the net asset value of the Fund shall be deemed to be the net asset
value as of the close of business on the last day on which such  calculation was
made for the purpose of the foregoing computations.

4. Duration and Termination.

         (a) This Agreement  shall become  effective with respect to the Fund on
the date hereof and shall remain in full force until May 1, 2003,  unless sooner
terminated or not annually approved as hereinafter provided. Notwithstanding the
foregoing,  this Agreement shall continue in force through May 1, 2003, and from
year to year  thereafter  only as  long  as  such  continuance  is  specifically
approved at least annually and in the manner required by the Investment  Company
Act and the rules and regulations  thereunder,  with the first annual renewal to
be coincident with the next renewal of the Management Agreement.

         (b) This Agreement  shall  automatically  terminate in the event of its
assignment or in the event of the  termination of the Management  Agreement.  In
addition,  Adviser has the right to  terminate  this  Agreement  upon  immediate
notice if the Sub-Adviser becomes  statutorily  disqualified from performing its
duties under this Agreement or otherwise is legally prohibited from operating as
an investment adviser.

         (c) This  Agreement may be terminated at any time,  without the payment
by the Fund of any penalty,  by the Board of Trustees of the Fund, or by vote of
a majority of the outstanding  voting securities of the Fund, or by the Adviser.
The Fund may  effect  termination  of this  Agreement  by action of the Board of
Trustees  of the  Fund  or by  vote  of a  majority  of the  outstanding  voting
securities of the Fund on sixty (60) days written  notice to the Adviser and the
Sub-Adviser.  The Adviser may effect termination of this Agreement on sixty (60)
days written notice to the Sub-Adviser.

         (d)  Sub-Adviser  may not terminate this  Agreement  prior to the third
anniversary  of  the  original   Sub-Advisory   Agreement  dated  May  1,  1998.
Sub-Adviser  may  terminate  this  Agreement  effective  on or after  the  third
anniversary  of the  Agreement  dated May 1, 1998 upon ninety (90) days  written
notice to the Adviser.

         (e) The terms  "assignment"  and "vote of a majority of the outstanding
voting  securities" shall have the meanings set forth in the Investment  Company
Act of 1940 and the rules and regulations thereunder.

5.  Representations  and  Warranties.  The  Sub-Adviser  hereby  represents  and
warrants as follows:

         (a) The Sub-Adviser is registered with the SEC as an investment adviser
under the Advisers Act, and such  registration is current,  complete and in full
compliance with all material  applicable  provisions of the Advisers Act and the
rules and regulations thereunder;

         (b) The Sub-Adviser has all requisite authority to enter into, execute,
deliver and perform the Sub-Adviser's obligations under this Agreement;

         (c)  The  Sub-Adviser's  performance  of  its  obligations  under  this
Agreement  does not  conflict  with any law,  regulation  or order to which  the
Sub-Adviser is subject; and

         (d) The  Sub-Adviser  has reviewed the portion of (i) the  registration
statement  filed  with  the  SEC,  as  amended  from  time to time  for the Fund
("Registration  Statement"),  and (ii) the  Fund's  prospectus  and  supplements
thereto,  in each case in the form received from the Adviser with respect to the
disclosure  about  the  Sub-Adviser  and the Fund of which the  Sub-Adviser  has
knowledge  (the  "Sub-Adviser  and Fund  Information")  and except as advised in
writing  to  the  Adviser  such  Registration  Statement,   prospectus  and  any
supplement  contain, as of its date, no untrue statement of any material fact of
which Sub-Adviser has knowledge and do not omit any statement of a material fact
of which  Sub-Adviser  has knowledge  which was required to be stated therein or
necessary to make the statements contained therein not misleading.

6. Covenants.  The Sub-Adviser hereby covenants and agrees that, so long as this
Agreement shall remain in effect:

         (a) The Sub-Adviser shall maintain the Sub-Adviser's registration as an
investment  adviser under the Advisers Act, and such  registration  shall at all
times  remain  current,  complete  and in  full  compliance  with  all  material
applicable  provisions  of the  Advisers  Act  and  the  rules  and  regulations
thereunder;

         (b)  The  Sub-Adviser's  performance  of  its  obligations  under  this
Agreement  shall not  conflict  with any law,  regulation  or order to which the
Sub-Adviser is then subject;

         (c) The Sub-Adviser  shall at all times comply in all material respects
with  the  Advisers  Act and the  Investment  Company  Act,  and all  rules  and
regulations thereunder,  and all other applicable laws and regulations,  and the
Registration  Statement,  prospectus  and any supplement and with any applicable
procedures  adopted  by  the  Fund's  Board  of  Trustees,  provided  that  such
procedures are  substantially  similar to those  applicable to similar funds for
which the Board of Trustees of the Fund is responsible  and that such procedures
are identified in writing to the Sub-Adviser;

         (d) The Sub-Adviser shall promptly notify Adviser and the Fund upon the
occurrence of any event that might  disqualify or prevent the  Sub-Adviser  from
performing its duties under this Agreement.  The  Sub-Adviser  further agrees to
notify  Adviser of any changes  that would cause the  Registration  Statement or
prospectus for the Fund to contain any untrue statement of a material fact or to
omit to state a  material  fact  which is  required  to be stated  therein or is
necessary to make the statements contained therein not misleading,  in each case
relating to Sub-Adviser and Fund Information; and

         (e) For the entire time this Agreement is in effect and for a period of
two years  thereafter,  the Sub-Adviser shall maintain a claims made bond issued
by a reputable  fidelity  insurance  company against  larceny and  embezzlement,
covering  each officer and  employee of  Sub-Adviser,  at a minimum  level of $2
million which provide  coverage for acts or alleged acts which  occurred  during
the period of this Agreement.

7. Use of Names.

         (a) The  Sub-Adviser  acknowledges  and agrees  that the names  Kemper,
Zurich and Scudder,  and abbreviations or logos associated with those names, are
the valuable property of Adviser and its affiliates;  that the Fund, Adviser and
their affiliates have the right to use such names,  abbreviations and logos; and
that the  Sub-Adviser  shall use the  names  Zurich,  Kemper  and  Scudder,  and
associated  abbreviations  and logos,  only in connection with the Sub-Adviser's
performance of its duties  hereunder.  Further,  in any  communication  with the
public and in any marketing  communications of any sort,  Sub-Adviser  agrees to
obtain prior written  approval from Adviser before using or referring to Scudder
Focus Value + Growth Fund, Kemper, Scudder, Zurich or any abbreviations or logos
associated  with those names;  provided  that nothing  herein shall be deemed to
prohibit the  Sub-Adviser  from referring to the  performance of the Fund in the
Sub-Adviser's  marketing  material as long as such  marketing  material does not
constitute "sales  literature" or "advertising" for the Fund, as those terms are
used in the  rules,  regulations  and  guidelines  of the  SEC and the  National
Association of Securities Dealers, Inc.

         (b) Adviser  acknowledges  that "Dreman" is  distinctive  in connection
with investment  advisory and related services provided by the Sub-Adviser,  the
"Dreman" name is a property right of the  Sub-Adviser,  and the "Dreman" name as
used in the  name of the  Fund is  understood  to be used by the  Fund  upon the
conditions  hereinafter set forth; provided that the Fund nay use such name only
so long as the  Sub-Adviser  shall be retained as the investment  sub-adviser of
the Fund pursuant to the terms of this Agreement.

         (c)  Adviser  acknowledges  that the Fund  and its  agents  may use the
"Dreman"  name in the name of the Fund for the  period  set  forth  herein  in a
manner not  inconsistent  with the  interests  of the  Sub-Adviser  and that the
rights of the Fund and its agents in the "Dreman"  name are limited to their use
as a component of the Fund name and in connection with accurately describing the
activities of the Fund,  including use with marketing and other  promotional and
informational  material  relating to the Fund. In the event that the Sub-Adviser
shall cease to be the investment  sub-adviser of the Fund,  then the Fund at its
own or the Adviser's expense,  upon the Sub-Adviser's written request: (i) shall
cease to use the  Sub-Adviser's  name as part of the name of the Fund or for any
other  commercial  purpose  (other than the right to refer to the Fund's  former
name in the  Fund's  Registration  Statement,  proxy  materials  and other  Fund
documents to the extent required by law and, for a reasonable  period the use of
the name in informing  others of the name  change);  and (ii) shall use its best
efforts to cause the Fund's  officers and  directors to take any and all actions
which may be necessary or desirable to effect the  foregoing  and to reconvey to
the Sub-Adviser all rights which the Fund may have to such name.  Adviser agrees
to take any and all  reasonable  actions as may be  necessary  or  desirable  to
effect the foregoing and  Sub-Adviser  agrees to allow the Fund and its agents a
reasonable time to effectuate the foregoing.

         (d)  The  Sub-Adviser  hereby  agrees  and  consents  to the use of the
Sub-Adviser's name upon the foregoing terms and conditions.

8.  Standard of Care.  Except as may otherwise be required by law, and except as
may be set forth in  paragraph  9, the  Sub-Adviser  shall not be liable for any
error of  judgment or of law or for any loss  suffered by the Fund,  the Fund or
the  Adviser in  connection  with the matters to which this  Agreement  relates,
except loss resulting from willful misfeasance, bad faith or gross negligence on
the part of the  Sub-Adviser in the performance of its obligations and duties or
by reason of its  reckless  disregard of its  obligations  and duties under this
Agreement.

9. Indemnifications.

         (a) The Sub-Adviser  agrees to indemnify and hold harmless  Adviser and
the Fund  against any  losses,  expenses,  claims,  damages or  liabilities  (or
actions or  proceedings  in respect  thereof) , to which Adviser or the Fund may
become  subject  arising out of or based on the breach or alleged  breach by the
Sub-Adviser  of any  provisions  of this  Agreement  or any  wrongful  action or
alleged  wrongful  action  by  the  Sub-Adviser;  provided,  however,  that  the
Sub-Adviser  shall not be liable  under this  paragraph  in respect of any loss,
expense,  claim,  damage  or  liability  to  the  extent  that  a  court  having
jurisdiction shall have determined by a final judgment,  or independent  counsel
agreed upon by the  Sub-Adviser and the Adviser or the Fund, as the case may be,
shall have  concluded  in a written  opinion,  that such loss,  expense,  claim,
damage or liability  resulted primarily from the Adviser's or the Fund's willful
misfeasance,  bad  faith  or  gross  negligence  or by  reason  of the  reckless
disregard   by  the   Adviser  or  the  Fund  of  its  duties.   The   foregoing
indemnification  shall be in addition to any rights that the Adviser or the Fund
may have at  common  law or  otherwise.  The  Sub-Adviser's  agreements  in this
paragraph shall, upon the same terms and conditions,  extend to and inure to the
benefit of each person who may be deemed to control the Adviser or the Fund,  be
controlled  by the  Adviser or the Fund,  or be under  common  control  with the
Adviser or the Fund and their  affiliates,  trustees,  officers,  employees  and
agents.  The Sub-Adviser's  agreement in this paragraph shall also extend to any
of the Fund's and Adviser's  successors or the successors of the  aforementioned
affiliates, trustees, officers, employees or agents.

         (b) The Adviser  agrees to indemnify and hold harmless the  Sub-Adviser
against any losses,  expenses,  claims,  damages or  liabilities  (or actions or
proceedings in respect  thereof) , to which the  Sub-Adviser  may become subject
arising  out of or based on the breach or alleged  breach by the  Adviser of any
provisions of this Agreement or the Management Agreement, or any wrongful action
or alleged  wrongful action by the Adviser or its affiliates in the distribution
of the Fund's shares,  or any wrongful action or alleged  wrongful action by the
Fund other than wrongful  action or alleged  wrongful  action that was caused by
the  breach  by  Sub-Adviser  of the  provisions  of this  Agreement;  provided,
however, that the Adviser shall not be liable under this paragraph in respect of
any loss, expense,  claim, damage or liability to the extent that a court having
jurisdiction shall have determined by a final judgment,  or independent  counsel
agreed upon by the Adviser and the Sub-Adviser shall have concluded in a written
opinion, that such loss, expense,  claim, damage or liability resulted primarily
from the Sub-Adviser's willful misfeasance,  bad faith or gross negligence or by
reason of the reckless disregard by the Sub-Adviser of its duties. The foregoing
indemnification shall be in addition to any rights that the Sub-Adviser may have
at common law or otherwise.  The Adviser's  agreements in this paragraph  shall,
upon the same terms and  conditions,  extend to and inure to the benefit of each
person  who may be deemed to  control  the  Sub-Adviser,  be  controlled  by the
Sub-Adviser or be under common control with the  Sub-Adviser  and to each of the
Sub-Adviser's and each such person's respective affiliates,  trustees, officers,
employees and agents.  The Adviser's  agreements  in this  paragraph  shall also
extend  to  any  of  the  Sub-Adviser's  successors  or  the  successors  of the
aforementioned affiliates, trustees, officers, employees or agents.

         (c) Promptly after receipt by a party indemnified under paragraphs 9(a)
and 9(b)  above of notice of the  commencement  of any  action,  proceeding,  or
investigation for which  indemnification  will be sought, such indemnified party
shall promptly notify the indemnifying party in writing;  but the omission so to
notify the  indemnifying  party shall not relieve it from any liability which it
may otherwise  have to any  indemnified  party unless such  omission  results in
actual  material  prejudice  to the  indemnifying  party.  In case any action or
proceeding  shall be brought against any indemnified  party, and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be  entitled  to  participate  in and,  individually  or jointly  with any other
indemnifying  party,  to assume the  defense  thereof  with  counsel  reasonably
satisfactory to the indemnified  party. After notice from the indemnifying party
to the indemnified  party of its election to assume the defense of any action or
proceeding,  the indemnifying party shall not be liable to the indemnified party
for any legal or other expenses  subsequently  incurred by the indemnified party
in  connection  with  the  defense  thereof  other  than  reasonable   costs  of
investigation. If the indemnifying party does not elect to assume the defense of
any  action or  proceeding,  the  indemnifying  party on a monthly  basis  shall
reimburse the indemnified party for the reasonable legal fees and other costs of
defense thereof.  Regardless of whether or not the indemnifying party shall have
assumed the defense of any action or proceeding, the indemnified party shall not
settle or compromise the action or proceeding  without the prior written consent
of the indemnifying party, which shall not be unreasonably withheld.

10.  Survival.  If any provision of this Agreement shall be held or made invalid
by a court  decision,  statute,  rule or otherwise,  the remainder  shall not be
thereby affected.

11. Notices. Any notice under this Agreement shall be in writing,  addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.

12.  Governing  Law.  This  Agreement  shall be  construed  in  accordance  with
applicable federal law and the laws of the State of New York.

13. Miscellaneous.

         (a) The captions in this  Agreement  are included  for  convenience  of
reference only and in no way define or delimit any of the  provisions  hereof or
otherwise affect their construction or effect.

         (b) Terms not  defined  herein  shall have the meaning set forth in the
Fund's prospectus.

         (c)  This  Agreement  may be  executed  simultaneously  in two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.



         IN WITNESS  WHEREOF,  the Adviser and the Sub-Adviser  have caused this
Agreement to be executed as of the day and year first above written.

                  ZURICH SCUDDER INVESTMENTS, INC.


                  By:
                  Title:  Managing Director


                  DREMAN VALUE MANAGEMENT, L.L.C.


                  By:
                  Title:  Chairman


                                    FOR THE   PURPOSE  OF   ACCEPTING   ITS
                                    OBLIGATIONS UNDER SECTION 12 HEREIN
                                    ONLY

                                    SCUDDER FOCUS VALUE + GROWTH FUND


                                    By:
                                    Title:  President






                                    Exhibit E

         Information Regarding Other Funds Advised or Subadvised by DVM


                               Net Assets as of      Advisory Fee (% of average
Name of Fund or Portfolio      December 31, 2001     daily net assets)

Scudder-Dreman Financial       $174,377,929          0.240% to $250 million
Services Fund                                        0.230% next $750 million
                                                     0.224% next $1.5 billion
Scudder-Dreman High Return                           0.218% next $2.5 billion
Equity Fund                    $4,140,687,437        0.208% next $2.5 billion
                                                     0.205% next $2.5 billion
                                                     0.202% next $2.5 billion
                                                     0.198% over $12,500,000

SVS Dreman Financial           $117,047,378          0.3375 of 1%
Services Portfolio

SVS Dreman High Return
Equity Portfolio               $443,396,453

Scudder-Dreman Small Cap
Value Fund                     $373,728,181          0.375% to $500,000;
                                                     0.340% over $500,000

SVS Dreman Small Cap Value
Portfolio                      $193,734,241          0.375 of 1%





                                   EXHIBIT F

       Information Regarding Other Funds Advised or Sub-advised by DeAMIS



                           Net Assets as of      Advisory Fee
     Name of Fund          December 31, 2001     (% of average daily net assets)

International Select
Equity Fund                $258,283,127.47       0.70%

Emerging Markets Debt
Fund                       $74,401,141.11        1.00%

Emerging Markets Equity
Fund                       $122,395,262.20       1.00%





                                   Appendix 1
                                Trusts and Series

                         Scudder Aggressive Growth Fund

                             Scudder Blue Chip Fund

                           Scudder Dynamic Growth Fund

                           Scudder Floating Rate Fund

                      Scudder Focus Value Plus Growth Fund
                         Scudder Focus Value+Growth Fund

                               Scudder Growth Fund

                            Scudder High Yield Series
                             Scudder High-Yield Fund

                             Scudder Investors Trust
                            Scudder Focus Growth Fund
                              Scudder Research Fund
                           Scudder S&P 500 Stock Fund

                               Scudder Portfolios
                           Scudder Cash Reserves Fund

                      Scudder State Tax-Free Income Series
                     Scudder California Tax-Free Income Fund
                      Scudder Florida Tax-Free Income Fund
                      Scudder New York Tax-Free Income Fund

                          Scudder Strategic Income Fund

                               Scudder Target Fund
                       Scudder Retirement Fund - Series IV
                       Scudder Retirement Fund - Series V
                       Scudder Retirement Fund - Series VI
                      Scudder Retirement Fund - Series VII
                            Scudder Target 2010 Fund
                            Scudder Target 2011 Fund
                            Scudder Target 2012 Fund
                           Scudder Worldwide 2004 Fund

                             Scudder Technology Fund

                            Scudder Total Return Fund

                     Scudder U.S. Government Securities Fund






                                   Appendix 2
                          Information Regarding Scudder

         Zurich Scudder Investments, Inc., located at 345 Park Avenue, New York,
New York 10154, is one of the largest and most experienced investment management
firms in the United  States.  It was  established  as a partnership  in 1919 and
restructured  as a Delaware  corporation in 1985. Its first fund was launched in
1928. As of December 31, 2001,  Scudder had approximately $328 billion in assets
under management.  The principal source of Scudder's income is professional fees
received  from  providing   continuing   investment  advice.   Scudder  provides
investment  counsel for many individuals and institutions,  including  insurance
companies,  endowments,   industrial  corporations  and  financial  and  banking
organizations.

         As of December 31, 2001, the outstanding securities of Scudder are held
of record as follows:  1.31% by Zurich  Insurance  Company,  54 Thompson Street,
Third  Floor,  New York,  New York  10012;  37.78% and 16.06% by Zurich  Holding
Company of America ("ZHCA"), 1400 American Lane, Schaumburg, Illinois, 60196 and
Zurich Financial Services (UKISA) Limited, 22 Arlington Street, London SW1A, 1RW
United Kingdom, respectively, each a wholly owned subsidiary of Zurich Insurance
Company;  27.14% by ZKI Holding Corporation ("ZKIH"), 222 South Riverside Plaza,
Chicago, Illinois 60606, a wholly owned subsidiary of ZHCA; 13.91% by Stephen R.
Beckwith,  Lynn S.  Birdsong,  Kathryn L.  Quirk and Edmond D.  Villani in their
capacity as  representatives  (the  "Management  Representatives")  of Scudder's
employee  and retired  employee  stockholders  pursuant to a Second  Amended and
Restated  Security Holders  Agreement among Scudder,  Zurich Insurance  Company,
ZHCA,  ZKIH,  the Management  Representatives,  the employee  stockholders,  the
retired  employee  stockholders  and  Edmond D.  Villani,  as  trustee of Zurich
Scudder's  Executive  Defined  Contribution  Plan Trust (the "Plan Trust");  and
3.80% by the Plan Trust.

         On October 17,  2000,  the dual  holding  company  structure  of Zurich
Financial Services Group was unified under a single Swiss holding company called
Zurich  Financial  Services,  Mythenquai  2, 8002  Zurich,  Switzerland.  Zurich
Insurance  Company is an indirect wholly owned  subsidiary of Zurich  Financial.
The transaction did not affect Zurich Insurance  Company's ownership interest in
Scudder or Scudder's operations.

         The names and principal occupations of the principal executive officers
and directors of Scudder are shown below.

Directors and Officers of Scudder

          Steven M.  Gluckstern,  105 East 17th Street,  Fourth Floor, New York,
New York 10003.  Chairman of the Board and Director,  Scudder.  Chief  Executive
Officer, Zurich Global Assets LLC.

         Edmond  D.  Villani,  345  Park  Avenue,  New  York,  New  York  10154.
President,  Chief Executive Officer and Director,  Scudder.  Managing  Director,
Scudder.

         Kathryn L. Quirk,  345 Park Avenue,  New York, New York 10154.  General
Counsel,  Chief Compliance  Officer and Secretary,  Scudder.  Managing Director,
Scudder.

         Farhan  Sharaff,  345 Park  Avenue,  New York,  New York  10154.  Chief
Investment Officer, Scudder. Managing Director, Scudder.

         Chris C. DeMaio, 345 Park Avenue, New York, New York 10154.  Treasurer,
Scudder. Managing Director, Scudder.

         Nicholas Bratt,  345 Park Avenue,  New York, New York 10154.  Corporate
Vice President and Director, Scudder. Managing Director, Scudder.

         Lynn S. Birdsong, 345 Park Avenue, New York, New York, 10154. Corporate
Vice President and Director, Scudder. Managing Director, Scudder.

          Laurence  W.  Cheng,  54 Thompson  Street,  New York,  New York 10012.
Director,  Scudder.  Chairman and Chief Executive Officer, Capital Z Management,
LLC.

          Martin Feinstein,  4680 Wilshire  Boulevard,  Los Angeles,  California
90010. Director,  Scudder.  Chairman of the Board, President and Chief Executive
Officer, Farmers Group, Inc.

         Gunther  Gose,  Mythenquai  2, P.O. Box CH-8022,  Zurich,  Switzerland.
Director, Scudder. Chief Financial Officer, Zurich Financial.

         Appendix 11 includes  information  regarding each officer of each Trust
who is associated with Scudder.

         Certain senior  executives of Scudder are expected to take positions at
Deutsche Asset Management,  including Edmond D. Villani, Scudder's President and
Chief  Executive  Officer,  who is expected to become Chairman of Deutsche Asset
Management.  Deutsche Bank has represented  that it does not anticipate that the
Transaction  will have any adverse  effect on  Scudder's  ability to fulfill its
obligations under the New Investment  Management Agreements or on its ability to
operate its businesses in a manner consistent with its current practices.

          Edmond Villani,  Nicholas Bratt and Lynn Birdsong,  each a director of
Scudder, are parties to employment agreements with Scudder, entered into in 1997
when  Scudder  was  acquired  by Zurich  Financial,  which  would  provide  each
executive,  if his  employment is terminated by Scudder  without cause or by the
executive for good reason,  with a severance  payment equal to two times the sum
of his base salary and the higher of his two most recent annual bonuses,  in the
case of Messrs.  Villani and Bratt,  and equal to the sum of his base salary and
the higher of his two most recent annual bonuses,  in the case of Mr.  Birdsong.
[In addition, Messrs. Villani, Bratt and Birdsong are participants in the Zurich
Scudder  Investments  Supplemental  Employee Retirement Plan, the Zurich Scudder
Investments  Excess  Retirement Plan, the Zurich Scudder  Investments  Long-Term
Incentive Plan, the Zurich Scudder  Investments  Executive Defined  Contribution
Plan, the Zurich Scudder Investments Special Incentive Compensation Plan and the
Zurich Kemper Investments  Supplemental Profit Sharing Plan  (collectively,  the
"Plans").  Pursuant  to  the  terms  of  each  Plan,  upon  consummation  of the
Transaction,  the  respective  accounts  of each  participant  in the Plans will
become fully vested to the extent that such amounts were not vested prior to the
consummation of the Transaction.]

         Scudder also  informed the Funds that as of December 31, 2001,  Scudder
shared  power to vote and dispose of  1,634,248  shares of Deutsche  Bank common
stock (approximately 0.26 of 1% of the shares outstanding).  All of those shares
were held by various  investment  companies  managed by  Scudder.  On that date,
Scudder also shared power to vote and/or dispose of other securities of Deutsche
Bank and its  affiliates,  some of which  were also held by  various  investment
companies managed by Scudder.  To the extent required by the 1940 Act, prior to,
or within a reasonable time after the  Transaction,  Scudder will dispose of the
Deutsche Bank (and affiliates')  securities held by various investment companies
managed  by  Scudder,  and  Deutsche  Bank  will  pay  the  transactional  costs
associated with such disposition.






                                   Appendix 3
                       Proposed Portfolio Manager Changes

          Below is a table that shows, as of [February 4], 2002, the anticipated
changes to the lead portfolio management of the Funds after the Transaction. The
information  contained  in the table is subject to change  prior to or following
the close of the Transaction.  Shareholders of a Fund will be notified following
a change in their Fund's lead portfolio manager(s).

                                                                            
                                          Lead Portfolio Managers                 Lead Portfolio Managers after
              Fund                        as of December 31, 2001                    the Transaction

Scudder Aggressive Growth Fund            Sewall F. Hodges                           Sewall F. Hodges

Scudder Blue Chip Fund                    Tracy McCormick                            Joshua Feuerman

Scudder California Tax-Free Income Fund   Philip G. Condon,  Eleanor  R. Brennan     Philip G. Condon

Scudder Cash Reserves Fund                Frank J. Rachwalski, Jr.                   Darlene Rasel

Scudder Dynamic Growth Fund               Jesus C. Cabrera                           Sewall F. Hodges

Scudder Floating Rate Fund                Kelly Babson                               Kelly Babson, Kenneth Weber

Scudder Florida Tax-Free Income Fund      Philip G. Condon, Eleanor R. Brennan       Philip G. Condon

Scudder Focus Growth Fund                 Gary A. Langbaum, Jesse Stuart             Board approved for liquidation

Scudder Focus Value+Growth Fund           Lois Roman, Jennison Associates LLC        Dreman  Value  Management, L.L.C.,
                                                                                     Jennison Associates, LLC

Scudder Growth Fund                       Gary A. Langbaum, Jesse Stuart             Jesse Stuart

Scudder High-Yield Fund                   Harry E. Resis, Jr.                         Andrew  Cestone,  Harry E. Resis, Jr.

Scudder New York Tax-Free Income Fund     Philip G. Condon, Ashton P. Goodfield       Philip G. Condon

Scudder Research Fund                     Joann M. Barry                              Board approved for liquidation

Scudder Retirement Fund - Series IV       Tracy McCormick                             Kathleen T. Millard

Scudder Retirement Fund - Series V        Tracy McCormick                             Kathleen T. Millard

Scudder Retirement Fund - Series VI       Tracy McCormick                             Kathleen T. Millard

Scudder Retirement Fund - Series VII      Tracy McCormick                             Kathleen T. Millard

Scudder S&P 500 Stock Fund                James Creighton, Patrick Cannon             James Creighton, Patrick Cannon

Scudder Strategic Income Fund             J. Patrick Beimford, Jan C. Faller          Greg Boal, Jan C. Faller

Scudder Target 2010 Fund                  Tracy McCormick                             Kathleen T. Millard

Scudder Target 2011 Fund                  Tracy McCormick                             Kathleen T. Millard

Scudder Target 2012 Fund                  Tracy McCormick                             Kathleen T. Millard

Scudder Technology Fund                   Robert L. Horton                            Blair Treisman

Scudder Total Return Fund                 Gary A. Langbaum                            William F. Gadsden, Christopher Gagnier,
                                                                                      David Balt, Timothy Vile, Gary Bartlett,
                                                                                      Warren Davis, Daniel Taylor, Thomas Flaherty,
                                                                                      Janet Campagna

Scudder U.S. Government Securities Fund   Richard L. Vandenberg                       John Dugenske

Scudder Worldwide 2004 Fund               Tracy McCormick                             Irene T. Cheng









                                   Appendix 4
                   Fees Paid to SFAC, SISC, SSC, SDI and SISI


                                                                                                
                                                        Aggregate       Aggregate   Aggregate   Aggregate         Aggregate
                                          Fiscal        Fee             Fee         Fee         Fee               Fee
           Fund                           Year          to SFAC         to SISC     to SSC      to SDI            to SISI

Scudder Aggressive Growth Fund             9/30/01     $      0       $ 1,024,610   $   0       $  1,335,309      $  2,719
Scudder Blue Chip Fund                    10/31/01     $      0       $ 1,643,275   $   0       $  5,741,289      $  2,949
Scudder California Tax-Free Income Fund    8/31/01     $      0       $   277,350   $   0       $  2,063,843      $  5,411
Scudder Cash Reserves Fund                 9/30/01     $      0       $ 1,182,079   $   0       $  3,320,267      $  7,675
Scudder Dynamic Growth Fund                9/30/01     $      0       $ 1,356,454   $   0       $  2,481,247      $  2,689
Scudder Floating Rate Fund                 8/31/01     $      0       $     7,661   $   0       $  1,179,953      $ 12,100
Scudder Florida Tax-Free Income Fund       8/31/01     $      0       $    17,683   $   0       $    194,678      $  3,147
Scudder Focus Growth Fund                  8/31/02     $      0       $         0   $   0       $      1,366      $  3,175
Scudder Focus Value+Growth Fund           11/30/01     $      0       $   258,069   $   0       $    868,991      $  2,874
Scudder Growth Fund                        9/30/01     $      0       $ 3,682,563   $   0       $  7,956,170      $  2,699
Scudder High-Yield Fund                    9/30/01     $      0       $ 3,050,152   $   0       $ 13,568,024      $  2,660
Scudder New York Tax-Free Income Fund      8/31/01     $      0       $    95,152   $   0       $    594,010      $  3,147
Scudder Research Fund                      8/31/01     $      0       $         0   $   0       $      4,063      $  3,748
Scudder Retirement Fund - Series IV        7/31/01     $      0       $   139,118   $   0       $    242,713      $     32
Scudder Retirement Fund - Series V         7/31/01     $      0       $   122,379   $   0       $    248,792      $     32
Scudder Retirement Fund - Series VI        7/31/01     $      0       $    56,636   $   0       $    147,419      $     32
Scudder Retirement Fund - Series VII       7/31/01     $      0       $    61,060   $   0       $    111,197      $     32
Scudder S&P 500 Stock Fund                 8/31/01     $  8,987       $   213,321   $   0       $    164,343      $  8,518
Scudder Strategic Income Fund             10/31/01     $      0       $   742,645   $   0       $  2,089,497      $  2,810
Scudder Target 2010 Fund                   7/31/01     $      0       $   105,305   $   0       $    182,167      $     42
Scudder Target 2011 Fund                   7/31/01     $      0       $   132,481   $   0       $    262,183      $ 10,022
Scudder Target 2012 Fund                   7/31/01     $      0       $   140,553   $   0       $    255,355      $     32
Scudder Technology Fund                   10/31/01     $      0       $ 4,981,473   $   0       $ 13,831,451      $  2,874
Scudder Total Return Fund                 10/31/01     $      0       $ 3,826,613   $   0       $ 12,129,232      $  4,059
Scudder U.S. Government Securities Fund   10/31/01     $      0       $ 2,051,740   $   0       $  8,596,139      $  2,635
Scudder Worldwide 2004 Fund                7/31/01     $      0       $    34,687   $   0       $     55,657      $     32








                                  Appendix 5
                      Fund Management Fee Rates, Net Assets
                          and Aggregate Management Fees


                                                                                         
                                                                                                     Aggregrate
                              Fiscal                       Management                                Management Fee
        Fund                  Year         Net Assets      Fee Rate                                  Paid

Scudder Aggressive             9/30/01    $   159,724,463  Base investment management fee of         $   1,265,863
Growth Fund                                                0.65% of average daily net assets
                                                           plus or minus an incentive fee
                                                           based upon the investment
                                                           performance of the Fund's Class A
                                                           shares as compared with the
                                                           performance of the Standard &
                                                           Poor's 500 Stock Index, which may
                                                           result in a total fee ranging from
                                                           0.45% to 0.85%

Scudder Blue Chip Fund        10/31/01    $   786,528,057  0.580% to $250 million                    $   5,478,223
                                                           0.550% next $750 million
                                                           0.530% next $1.5 billion
                                                           0.510% next $2.5 billion
                                                           0.480% next $2.5 billion
                                                           0.460% next $2.5 billion
                                                           0.440% next $2.5 billion
                                                           0.420% over $12.5 billion

Scudder California Tax-Free    8/31/01    $ 1,120,773,073  0.550% to $250 million                    $   4,451,538
Income Fund                                                0.520% next $750 million
                                                           0.500% next $1.5 billion
                                                           0.480% next $2.5 billion
                                                           0.450% next $2.5 billion
                                                           0.430% next $2.5 billion
                                                           0.410% next $2.5 billion
                                                           0.400% over $12.5 billion

Scudder Cash Reserves Fund     9/30/01    $   594,927,445  0.400% to $250 million                    $   2,005,011
                                                           0.380% next $750 million
                                                           0.350% next $1.5 billion
                                                           0.320% next $2.5 billion
                                                           0.300% next $2.5 billion
                                                           0.280% next $2.5 billion
                                                           0.260% next $2.5 billion
                                                           0.250% over $12.5 billion

Scudder Dynamic Growth Fund    9/30/01    $   405,852,514  Base  investment  management fee of       $   3,719,656
                                                           0.65% of  average  daily net assets
                                                           plus  or  minus  an  incentive  fee
                                                           based    upon    the     investment
                                                           performance  of the Fund's  Class A
                                                           shares   as   compared   with   the
                                                           performance   of  the   Standard  &
                                                           Poor's 500 Stock  Index,  which may
                                                           result in a total fee ranging  from
                                                           0.35% to 0.95%

Scudder Floating Rate Fund     8/31/01    $   172,334,773  0.500% to $1 billion                      $     922,884
                                                           0.490% next $2 billion
                                                           0.480% next $2 billion
                                                           0.470% next $5 billion
                                                           0.450% over $10 billion

Scudder Florida Tax-Free       8/31/01    $    72,545,834  0.550% to $250 million                    $     404,325
Income Fund                                                0.520% next $750 million
                                                           0.500% next $1.5 billion
                                                           0.480% next $2.5 billion
                                                           0.450% next $2.5 billion
                                                           0.430% next $2.5 billion
                                                           0.410% next $2.5 billion
                                                           0.400% over $12.5 billion

Scudder Focus Growth Fund      8/31/01    $     1,660,237  0.700% to $250 million                    $     5,294++
                                                           0.670% next $750 million
                                                           0.650% next $1.5 billion
                                                           0.630% over $2.5 billion

Scudder Focus Value+Growth    11/30/01    $   120,916,447  0.720% to $250 million                    $   1,004,938
Fund                                                       0.690% next $750 million
                                                           0.660% next $1.5 billion
                                                           0.640% next $2.5 billion
                                                           0.600% next $2.5 billion
                                                           0.580% next $2.5 billion
                                                           0.560% next $2.5 billion
                                                           0.540% over $12.5 billion

Scudder Growth Fund            9/30/01    $ 1,520,557,389  0.580% to $250 million                    $  11,659,440
                                                           0.550% next $750 million
                                                           0.530% next $1.5 billion
                                                           0.510% next $2.5 billion
                                                           0.480% next $2.5 billion
                                                           0.460% next $2.5 billion
                                                           0.440% next $2.5 billion
                                                           0.420% over $12.5 billion

Scudder High-Yield Fund        9/30/01    $ 2,616,954,464  0.580% to $250 million                    $  16,242,096
                                                           0.550% next $750 million
                                                           0.530% next $1.5 billion
                                                           0.510% next $2.5 billion
                                                           0.480% next $2.5 billion
                                                           0.460% next $2.5 billion
                                                           0.440% next $2.5 billion
                                                           0.420% over $12.5 billion

Scudder New York Tax-Free      8/31/01    $   393,714,699  0.550% to $250 million                    $   1,355,595
Income Fund                                                0.520% next $750 million
                                                           0.500% next $1.5 billion
                                                           0.480% next $2.5 billion
                                                           0.450% next $2.5 billion
                                                           0.430% next $2.5 billion
                                                           0.410% next $2.5 billion
                                                           0.400% over $12.5 billion

Scudder Research Fund          8/31/01    $     3,163,209  0.700% to $250 million                    $     3,905++
                                                           0.670% next $750 million
                                                           0.650% next $1.5 billion
                                                           0.630% over $2.5 billion

Scudder Retirement Fund -
Series IV                      7/31/01    $    92,519,779  0.500% of net assets                      $     501,426

Scudder Retirement Fund -
Series V                       7/31/01    $    95,969,980  0.500% of net assets                      $     522,227

Scudder Retirement Fund -
Series VI                      7/31/01    $    55,139,046  0.500% of net assets                      $     295,022

Scudder Retirement Fund -
Series VII                     7/31/01    $    41,353,502  0.500% of net assets                      $     221,743

Scudder S&P 500 Stock Fund     8/31/01    $    64,797,072  0.400% to $100 million                    $   157,835++
                                                           0.360% next $100 million
                                                           0.340% over $200 million#

Scudder Strategic Income      10/31/01    $   438,621,367  0.580% to $250 million                    $   2,666,693
Fund                                                       0.550% next $750 million
                                                           0.530% next $1.5 billion
                                                           0.510% next $2.5 billion
                                                           0.480% next $2.5 billion
                                                           0.460% next $2.5 billion
                                                           0.440% next $2.5 billion
                                                           0.420% over $12.5 billion

Scudder Target 2010 Fund       7/31/01    $    77,860,228  0.500% of net assets                      $     410,462

Scudder Target 2011 Fund       7/31/01    $   113,833,066  0.500% of net assets                      $     571,149

Scudder Target 2012 Fund       7/31/01    $    92,702,639  0.500% of net assets                      $     510,710

Scudder Technology Fund       10/31/01    $ 2,151,276,379  0.580% to $250 million                    $  17,186,344
                                                           0.550% next $750 million
                                                           0.530% next $1.5 billion
                                                           0.510% next $2.5 billion
                                                           0.480% next $2.5 billion
                                                           0.460% next $2.5 billion
                                                           0.440% next $2.5 billion
                                                           0.420% over $12.5 billion

Scudder Total Return Fund     10/31/01    $ 2,872,748,836  0.580% to $250 million                    $  16,859,518
                                                           0.550% next $750 million
                                                           0.530% next $1.5 billion
                                                           0.510% next $2.5 billion
                                                           0.480% next $2.5 billion
                                                           0.460% next $2.5 billion
                                                           0.440% next $2.5 billion
                                                           0.420% over $12.5 billion

Scudder U.S. Government       10/31/01    $ 4,211,460,035  0.450% to $250 million                    $  13,520,837
Securities Fund                                            0.430% next $750 million
                                                           0.410% next $1.5 billion
                                                           0.400% next $2.5 billion
                                                           0.380% next $2.5 billion
                                                           0.360% next $2.5 billion
                                                           0.340% next $2.5 billion
                                                           0.320% over $12.5 billion

Scudder Worldwide 2004         7/31/01    $    20,320,036  0.600% of net assets                      $     134,411
Fund

________________________

*        The  management  fee rates  shown  are for each  Fund's  most  recently
         completed fiscal year,  unless otherwise noted.

+        Aggregate management fees disclosed in this table may include fees paid
         to  successors  and  affiliates  of Scudder.

[++]     [After  waiver  and/or  expense   limitations.]

[#]      [Under  the  New  Investment  Management  Agreement  between  [Deutsche
         Investment  Management,  Inc.]  and  Scudder  S&P 500 Stock  Fund,  the
         management fee rate will be .]





                                   Appendix 6
                          Administrative Services Fees

         The Funds listed below have  entered  into an  administrative  services
agreement  with  Scudder  (the  "Administration  Agreement"),  pursuant to which
Scudder   provides  or  pays  others  to  provide   substantially   all  of  the
administrative  services  required  by the Class A, Class B, Class C and Class I
shares of the Funds (other than those  provided by Scudder under its  investment
management  agreement with those Funds) in exchange for the payment by the Funds
of an annual administrative fee (the "Administrative Fee") as listed below.

         The Administration  Agreement will remain in effect with respect to the
Class A,  Class  B,  Class C and  Class I  shares  for an  initial  term  ending
September 30, 2003, subject to earlier termination by the Board of Trustees that
oversees the Funds listed below. The Administration  Agreement shall continue in
effect  on an  annual  basis  after  September  30,  2003,  provided  that  such
continuance  is  approved  at least  annually  by a  majority  of the  Trustees,
including  Non-interested Trustees, that oversee the Funds listed below. The fee
payable by each Fund  listed  below to Scudder  pursuant  to the  Administration
Agreement  is  reduced  by the  amount of any  credit  received  from the Fund's
custodian for cash balances.

         Certain  expenses  of the  Funds  are not  borne by  Scudder  under the
Administration Agreement,  such as taxes, brokerage,  interest and extraordinary
expenses,  and the fees and expenses of the Non-interested  Trustees  (including
the fees and  expenses of their  independent  counsel).  Each Fund listed  below
continues to pay the fees required by its Investment  Management  Agreement with
Scudder.

                                                                                             
                   FUND                            CLASS A    CLASS B     CLASS C    CLASS I   CLASS S    AARP    OTHERS

Scudder  Aggressive  Growth  Fund
Scudder  Blue  Chip Fund
Scudder  California Tax-Free  Income Fund
Scudder Cash  Reserves  Fund
Scudder  Dynamic  Growth Fund
Scudder  Floating Rate Fund
Scudder  Florida  Tax-Free Income Fund
Scudder Focus Growth  Fund
Scudder  Focus  Value+Growth  Fund
Scudder  Growth  Fund
Scudder High-Yield  Fund
Scudder New York Tax-Free Income Fund
Scudder  Research Fund
Scudder  Retirement  Fund - Series IV
Scudder Retirement  Fund -  Series  V
Scudder  Retirement  Fund  -  Series  VI
Scudder Retirement Fund - Series VII
Scudder S&P 500 Stock Fund
Scudder Strategic Income Fund
Scudder  Target 2010 Fund
Scudder Target 2011 Fund
Scudder Target 2012 Fund
Scudder  Technology  Fund
Scudder  Total  Return Fund
Scudder  U.S.  Government Securities Fund
Scudder Worldwide 2004 Fund











                                   Appendix 7
               Dates Relating to Investment Management Agreements


                                                                                             
                                                                       Current                           Termination Date
                                                                     Investment       New Investment    (Unless Continued)
                                               Date of Current       Management         Management      For New Investment
                                                 Investment        Agreement Last       Agreement      Management Agreement
                                                 Management          Approved By       Approved By
                   Fund                           Agreement         Shareholders         Trustees

Scudder Aggressive Growth Fund                     9/7/98             12/17/98            2/4/02             9/30/02
Scudder Blue Chip Fund                             9/7/98             12/17/98            2/4/02             9/30/02
Scudder California Tax-Free Income Fund            9/7/98             12/17/98            2/4/02             9/30/02
Scudder Cash Reserves Fund                         9/7/98             12/17/98            2/4/02             9/30/02
Scudder Dynamic Growth Fund                        9/7/98             12/17/98            2/4/02             9/30/02
Scudder Floating Rate Fund                         3/31/99             3/31/99            2/4/02             9/30/02
Scudder Florida Tax-Free Income Fund               9/7/98             12/17/98            2/4/02             9/30/02
Scudder Focus Growth Fund                         12/28/98             1/5/99             2/4/02             9/30/02
Scudder Focus Value+Growth Fund                    9/7/98             12/17/98            2/4/02             9/30/02
Scudder Growth Fund                                9/7/98             12/17/98            2/4/02             9/30/02
Scudder High-Yield Fund                            9/7/98             12/17/98            2/4/02             9/30/02
Scudder New York Tax-Free Income Fund              9/7/98             12/17/98            2/4/02             9/30/02
Scudder Research Fund                             12/28/98             1/5/99             2/4/02             9/30/02
Scudder Retirement Fund - Series IV                9/7/98             12/17/98            2/4/02             9/30/02
Scudder Retirement Fund - Series V                 9/7/98             12/17/98            2/4/02             9/30/02
Scudder Retirement Fund - Series VI                9/7/98             12/17/98            2/4/02             9/30/02
Scudder Retirement Fund - Series VII               9/7/98             12/17/98            2/4/02             9/30/02
Scudder S&P 500 Stock Fund                         3/31/00             3/31/00            2/4/02             9/30/02
Scudder Strategic Income Fund                      9/7/98             12/17/98            2/4/02             9/30/02
Scudder Target 2010 Fund                           9/7/98             12/17/98            2/4/02             9/30/02
Scudder Target 2011 Fund                           9/7/98             12/17/98            2/4/02             9/30/02
Scudder Target 2012 Fund                           9/7/98             12/17/98            2/4/02             9/30/02
Scudder Technology Fund                            9/7/98             12/17/98            2/4/02             9/30/02
Scudder Total Return Fund                          9/7/98             12/17/98            2/4/02             9/30/02
Scudder U.S. Government Securities Fund            9/7/98             12/17/98            2/4/02             9/30/02
Scudder Worldwide 2004 Fund                        9/7/98             12/17/98            2/4/02             9/30/02





                                   Appendix 8
                             Fund Shares Outstanding


         The table below sets forth the number of shares  outstanding  for [each
class of] each Fund as of [ ], 2002.


Fund                                                Number of Shares Outstanding









                                   Appendix 9
                 Beneficial Owners of 5% or More of Fund Shares






                                   Appendix 10
              Fund Shares Owned by Trustees and Executive Officers


         Many of the Trustees and executive officers own shares of the Funds and
of other funds in the Scudder and Deutsche  Bank  Families of Funds,  allocating
their investments  among such funds based on their individual  investment needs.
The following  table sets forth,  for each  Trustee,  the dollar range of equity
securities  owned in each Fund owned as of [December 31, 2001]. The amount shown
includes share  equivalents  of [certain]  funds managed by Scudder in which the
board  member  is  deemed  to be  invested  pursuant  to  such  Fund's  deferred
compensation  plan. [As of [December 31, 2001], no Trustee or executive  officer
of the Trust  owned any shares of [ ].] In  addition,  the last row in the table
represents the aggregate dollar range of equity securities owned as of [December
31, 2001] in all funds overseen or to be overseen by each Trustee in the Scudder
and Deutsche Bank Families of Funds. The information as to beneficial  ownership
is based on  statements  furnished to each Trust by each  Trustee and  executive
officer. Unless otherwise noted, each Trustee's individual shareholdings of each
class of any Fund  constitute  less  than 1% of the  outstanding  shares of such
class.  Unless otherwise noted, as a group, the Trustees and executive  officers
of each Trust own less than 1% of the shares of each class of any Fund.

                                                                                        

Names of      John W.     Lewis A. Mark   Linda C.  Donald L. James     William F.  Robert B. Shirley D. Fred B. William B. John B.
Trustees      Ballantine  Burnham  Casady Coughlin  Dunaway   R. Edgar  Glavin, Jr. Hoffman   Peterson   Renwick Sommers    Weithers

Fund

Scudder
Aggressive
Growth
Fund

Scudder
Blue
Chip
Fund

Scudder
California
Tax-Free
Income
Fund

Scudder
Cash
Reserves
Fund

Scudder
Dynamic
Growth
Fund

Scudder
Floating
Rate
Fund

Scudder
Florida
Tax-Free
Income
Fund

Scudder
Focus
Growth
Fund

Scudder
Focus
Value+Growth
Fund

Scudder
Growth
Fund

Scudder
High-Yield
Fund

Scudder
New York
Tax-Free
Income
Fund

Scudder
Research
Fund

Scudder
Retirement
Fund -
Series IV

Scudder
Retirement
Fund -
Series V

Scudder
Retirement
Fund -
Series VI

Scudder
Retirement
Fund -
Series VII

Scudder S&P
500 Stock
Fund

Scudder
Strategic
Income
Fund

Scudder
Target
2010 Fund

Scudder
Target
2011 Fund

Scudder
Target
2012 Fund

Scudder
Technology
Fund

Scudder
Total
Return
Fund

Scudder U.S.
Government
Securities
Fund

Scudder
Worldwide
2004 Fund

Aggregate
Fund
Shares Owned









                                   Appendix 11
                                    Officers


         The  following  persons  are  officers of each Trust noted in the table
below:



                                                                          
                                         Present Office with the Trust;         Trust (Year First Became
Name (age)                               Principal Occupation or Employment(1)  an Officer)(2)

Mark S. Casady ([age])                   Trustee and President; Managing        Scudder Aggressive Growth Fund (1998)
                                         Director, Scudder; formerly,           Scudder Blue Chip Fund (1998)
                                         Institutional Sales Manager of an      Scudder Dynamic Growth Fund (1998)
                                         unaffiliated mutual fund distributor.  Scudder Floating Rate Fund (1999)
                                                                                Scudder Focus Value Plus Growth Fund ([    ])
                                                                                Scudder Growth Fund (1998)
                                                                                Scudder High Yield Series (1998)
                                                                                Scudder Investors Trust (1998)
                                                                                Scudder Portfolios ([    ])
                                                                                Scudder State Tax-Free Income Series (1998)
                                                                                Scudder Strategic Income Fund (1998)
                                                                                Scudder Target Fund (1998)
                                                                                Scudder Technology Fund (1998)
                                                                                Scudder Total Return Fund (1998)
                                                                                Scudder U.S. Government Securities Fund (1998)

Linda C. Coughlin ([age])                Trustee, Vice President and            Scudder Aggressive Growth Fund (2001)
                                         Chairperson; Managing Director,        Scudder Blue Chip Fund (2001)
                                         Scudder.                               Scudder Dynamic Growth Fund (2001)
                                                                                Scudder Floating Rate Fund (2001)
                                                                                Scudder Focus Value Plus Growth Fund ([    ])
                                                                                Scudder Growth Fund (2001)
                                                                                Scudder High Yield Series (2001)
                                                                                Scudder Investors Trust (2001)
                                                                                Scudder Portfolios ([       ])
                                                                                Scudder State Tax-Free Income Series (2001)
                                                                                Scudder Strategic Income Fund (2001)
                                                                                Scudder Target Fund (2001)
                                                                                Scudder Technology Fund (2001)
                                                                                Scudder Total Return Fund (2001)
                                                                                Scudder U.S. Government Securities Fund (2001)

Philip J. Collora ([age])                Vice President and Assistant           Scudder Aggressive Growth Fund (1996)
                                         Secretary; Attorney, Senior Vice       Scudder Blue Chip Fund (1989)
                                         President, Scudder.                    Scudder Dynamic Growth Fund (1989)
                                                                                Scudder Floating Rate Fund (1999)
                                                                                Scudder Focus Value Plus Growth Fund ([      ])
                                                                                Scudder Growth Fund (1989)
                                                                                Scudder High Yield Series (1989)
                                                                                Scudder Investors Trust (1998)
                                                                                Scudder Portfolios ([      ])
                                                                                Scudder State Tax-Free Income Series (1989)
                                                                                Scudder Strategic Income Fund (1989)
                                                                                Scudder Target Fund (1990)
                                                                                Scudder Technology Fund (1989)
                                                                                Scudder Total Return Fund (1989)
                                                                                Scudder U.S. Government Securities Fund (1989)

Kathryn L. Quirk ([age])                 Vice President; Managing Director,     Scudder Aggressive Growth Fund (1998)
                                         Scudder.                               Scudder Blue Chip Fund (1998)
                                                                                Scudder Dynamic Growth Fund (1998)
                                                                                Scudder Floating Rate Fund (1999)
                                                                                Scudder Focus Value Plus Growth Fund ([       ])
                                                                                Scudder Growth Fund (1998)
                                                                                Scudder High Yield Series (1998)
                                                                                Scudder Investors Trust (1998)
                                                                                Scudder Portfolios ([          ])
                                                                                Scudder State Tax-Free Income Series (1998)
                                                                                Scudder Strategic Income Fund (1998)
                                                                                Scudder Target Fund (1998)
                                                                                Scudder Technology Fund (1998)
                                                                                Scudder Total Return Fund (1998)
                                                                                Scudder U.S. Government Securities Fund (1998)

Sewall Hodges ([age])                    Vice President; Managing Director,     Scudder Aggressive Growth Fund (2000)
                                         Scudder.

Tracy McCormick ([age])                  Vice President; Managing Director,     Scudder Blue Chip Fund (1994)
                                         Scudder.                               Scudder Target Fund (1994)

J.C. Cabrera ([age])                     Vice President; Vice President,        Scudder Dynamic Growth Fund (2000)
                                         Scudder.

Kelly D. Babson ([age])                  Vice President; Managing Director,     Scudder Floating Rate Fund (2000)
                                         Scudder.

Kenneth Weber ([age])                    Vice President; Senior Vice            Scudder Floating Rate Fund (2001)
                                         President, Scudder; formerly, an
                                         officer in the Debt Capital Markets
                                         department of an unaffiliated bank.

Lois Roman ([age])                       Vice President; [    ], Scudder.       Scudder Focus Value Plus Growth Fund
                                                                                ([    ])

Joseph DeSantis ([age])                  Vice President; [    ], Scudder.       Scudder Growth Fund ([    ])

Daniel J. Doyle ([age])                  Vice President; [    ], Scudder.       Scudder High Yield Series ([    ])

Harry E. Resis, Jr. ([age])              Vice President; Managing Director,     Scudder High Yield Series (1993)
                                         Scudder.

Joanne M. Barry ([age])                  Vice President; Managing Director,     Scudder Investors Trust (2001)
                                         Scudder.

Frank J. Rachwalski, Jr. ([age])         Vice President; [    ], Scudder.       Scudder Portfolios ([    ])

Jerri I. Cohen ([age])                   Vice President; [    ], Scudder.       Scudder Portfolios ([    ])

Eleanor R. Brennan ([age])               Vice President; Senior Vice            Scudder State Tax-Free Income Series
                                         President, Scudder.                    (2000)

Ashton P. Goodfield ([age])              Vice President; Senior Vice            Scudder State Tax-Free Income Series
                                         President, Scudder.                    (2000)

Philip G. Condon ([age])                 Vice President; Managing Director,     Scudder State Tax-Free Income Series
                                         Scudder.                               (2001)

Richard L. Vandenberg ([age])            Vice President; Managing Director,     Scudder Strategic Income Fund (1997)
                                         Scudder; formerly, Senior Vice         Scudder U.S. Government Securities
                                         President and portfolio manager with   Fund (1997)
                                         an unaffiliated investment
                                         management firm.

J. Patrick Beimford, Jr. ([age])         Vice President; Managing Director,     Scudder Strategic Income Fund (1993)
                                         Scudder.

Jan C. Faller ([age])                    Vice President; Senior Vice            Scudder Strategic Income Fund (2001)
                                         President, Scudder.

Irene T. Cheng ([age])                   Vice President; Managing Director,     Scudder Target Fund (2000)
                                         Scudder.

Robert L. Horton ([age])                 Vice President; Senior Vice            Scudder Technology Fund (2001)
                                         President, Scudder.

Blair Treisman ([age])                   Vice President; [    ], Scudder.       Scudder Technology Fund ([    ])

Gary A. Langbaum ([age])                 Vice President; Managing Director,     Scudder Total Return Fund (1995)
                                         Scudder.

Scott E. Dolan ([age])                   Vice President; [    ], Scudder.       Scudder U.S. Government Securities
                                                                                Fund ([    ])

Linda J. Wondrack ([age])                Vice President; Managing Director,     Scudder Aggressive Growth Fund (1998)
                                         Scudder.                               Scudder Blue Chip Fund (1998)
                                                                                Scudder Dynamic Growth Fund (1998)
                                                                                Scudder Floating Rate Fund (1999)
                                                                                Scudder Focus Value Plus Growth Fund ([        ])
                                                                                Scudder Growth Fund (1998)
                                                                                Scudder High Yield Series (1998)
                                                                                Scudder Investors Trust (1998)
                                                                                Scudder Portfolios ([         ])
                                                                                Scudder State Tax-Free Income Series (1998)
                                                                                Scudder Strategic Income Fund (1998)
                                                                                Scudder Target Fund (1998)
                                                                                Scudder Technology Fund (1998)
                                                                                Scudder Total Return Fund (1998)
                                                                                Scudder U.S. Government Securities Fund
                                                                                (1998)

Gary French ([age])                      Treasurer; [Senior Vice President],    Scudder Aggressive Growth Fund ([    ])
                                         Scudder.                               Scudder Blue Chip Fund ([    ])
                                                                                Scudder Dynamic Growth Fund ([    ])
                                                                                Scudder Floating Rate Fund ([    ])
                                                                                Scudder Focus Value Plus Growth Fund ([    ])
                                                                                Scudder Growth Fund ([    ])
                                                                                Scudder High Yield Series ([    ])
                                                                                Scudder Investors Trust ([    ])
                                                                                Scudder Portfolios ([    ])
                                                                                Scudder State Tax-Free Income Series ([    ])
                                                                                Scudder Strategic Income Fund ([    ])
                                                                                Scudder Target Fund ([    ])
                                                                                Scudder Technology Fund ([    ])
                                                                                Scudder Total Return Fund ([    ])
                                                                                Scudder U.S. Government Securities Fund ([    ])

John R. Hebble ([age])                   Assistant Treasurer; Senior Vice       Scudder Aggressive Growth Fund (1998)
                                         President, Scudder.                    Scudder Blue Chip Fund (1998)
                                                                                Scudder Dynamic Growth Fund (1998)
                                                                                Scudder Floating Rate Fund (1999)
                                                                                Scudder Focus Value Plus Growth Fund ([       ])
                                                                                Scudder Growth Fund (1998)
                                                                                Scudder High Yield Series (1998)
                                                                                Scudder Investors Trust (1998)
                                                                                Scudder Portfolios ([      ])
                                                                                Scudder State Tax-Free Income Series (1998)
                                                                                Scudder Strategic Income Fund (1998)
                                                                                Scudder Target Fund (1998)
                                                                                Scudder Technology Fund (1998)
                                                                                Scudder Total Return Fund (1998)
                                                                                Scudder U.S. Government Securities Fund (1998)

Brenda Lyons ([age])                     Assistant Treasurer; Senior Vice       Scudder Aggressive Growth Fund (1998)
                                         President, Scudder.                    Scudder Blue Chip Fund (1998)
                                                                                Scudder Dynamic Growth Fund (1998)
                                                                                Scudder Floating Rate Fund (1999)
                                                                                Scudder Focus Value Plus Growth Fund ([        ])
                                                                                Scudder Growth Fund (1998)
                                                                                Scudder High Yield Series (1998)
                                                                                Scudder Investors Trust (1998)
                                                                                Scudder Portfolios ([       ])
                                                                                Scudder State Tax-Free Income Series (1998)
                                                                                Scudder Strategic Income Fund (1998)
                                                                                Scudder Target Fund (1998)
                                                                                Scudder Technology Fund (1998)
                                                                                Scudder Total Return Fund (1998)
                                                                                Scudder U.S. Government Securities Fund (1998)

Thomas Lally ([age])                     Assistant Treasurer; [Senior Vice      Scudder Aggressive Growth Fund ([    ])
                                         President], Scudder.                   Scudder Blue Chip Fund ([    ])
                                                                                Scudder Dynamic Growth Fund ([    ])
                                                                                Scudder Floating Rate Fund ([    ])
                                                                                Scudder Focus Value Plus Growth Fund ([    ])
                                                                                Scudder Growth Fund ([    ])
                                                                                Scudder High Yield Series ([    ])
                                                                                Scudder Investors Trust ([    ])
                                                                                Scudder Portfolios ([    ])
                                                                                Scudder State Tax-Free Income Series ([    ])
                                                                                Scudder Strategic Income Fund ([    ])
                                                                                Scudder Target Fund ([    ])
                                                                                Scudder Technology Fund ([    ])
                                                                                Scudder Total Return Fund ([    ])
                                                                                Scudder U.S. Government Securities Fund ([    ])

John Millette ([age])                    Secretary; Vice President,             Scudder Aggressive Growth Fund ([    ])
                                         Scudder[./;     ]                      Scudder Blue Chip Fund ([    ])
                                                                                Scudder Dynamic Growth Fund ([    ])
                                                                                Scudder Floating Rate Fund ([    ])
                                                                                Scudder Focus Value Plus Growth Fund ([    ])
                                                                                Scudder Growth Fund ([    ])
                                                                                Scudder High Yield Series ([    ])
                                                                                Scudder Investors Trust ([    ])
                                                                                Scudder Portfolios ([    ])
                                                                                Scudder State Tax-Free Income Series ([    ])
                                                                                Scudder Strategic Income Fund ([    ])
                                                                                Scudder Target Fund ([    ])
                                                                                Scudder Technology Fund ([    ])
                                                                                Scudder Total Return Fund ([    ])
                                                                                Scudder U.S. Government Securities Fund ([    ])

Caroline Pearson ([age])                 Assistant Secretary; Senior Vice       Scudder Aggressive Growth Fund (1998)
                                         President, Scudder; formerly,          Scudder Blue Chip Fund (1998)
                                         Associate, Dechert Price & Rhoads      Scudder Dynamic Growth Fund (1998)
                                         (law firm) 1989 to 1997.               Scudder Floating Rate Fund (1999)
                                                                                Scudder Focus Value Plus Growth Fund ([    ])
                                                                                Scudder Growth Fund (1998)
                                                                                Scudder High Yield Series (1998)
                                                                                Scudder Investors Trust (1998)
                                                                                Scudder Portfolios ([    ])
                                                                                Scudder State Tax-Free Income Series (1998)
                                                                                Scudder Strategic Income Fund (1998)
                                                                                Scudder Target Fund (1998)
                                                                                Scudder Technology Fund (1998)
                                                                                Scudder Total Return Fund (1998)
                                                                                Scudder U.S. Government Securities Fund (1998)

(1)  Unless  otherwise  stated,  all of the officers have been  associated  with
     their  respective  companies  for  more  than  five  years,   although  not
     necessarily in the same capacity.

(2)  The  President,  Treasurer and Secretary  each holds office until the first
     meeting of Trustees in each  calendar  year and until his or her  successor
     has been duly elected and qualified,  and all other officers hold office as
     the Trustees permit in accordance with the By-laws of the applicable Trust.

EX-99

PRELIMINARY COPY


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***   CONTROL NUMBER:  999 999 999 999 99   ***

FUND NAME PRINTS HERE           Special Meeting of Shareholders - March 28, 2002

I hereby appoint John Millette, Maureen E. Kane, Caroline Pearson and Kathryn L.
Quirk,  each with the full  power of  substitution,  as my  proxies  to vote all
shares of the above-referenced  fund (the "Fund") that I am entitled to vote, as
shown on the reverse side, at the Special Meeting of Shareholders  (the "Special
Meeting") of the Fund to be held on March 28, 2002 at 4:00 p.m.,  Eastern  time,
at  the  offices  of  Zurich  Scudder   Investments,   Inc.,  13th  Floor,   Two
International  Place,  Boston,  MA  02110-4103,   and  at  any  adjournments  or
postponements  thereof. 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 Special Meeting.

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


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                                  PLEASE SIGN, DATE AND RETURN PROMPTLY
                                  IN THE ENCLOSED ENVELOPE.
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                         Dated _______________________________, 2002
                                Signature(s) of Shareholder(s)

                              Please sign exactly as your name or names  appear.
                              When   signing   as   an    attorney,    executor,
                              administrator,  trustee or  guardian,  please give
                              your full title as such.


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   TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE INSTRUCTIONS ON REVERSE SIDE.

This proxy, if properly  executed,  will be voted in the manner directed.  If no
instructions are indicated on a properly executed proxy, the proxy will be voted
FOR approval of the proposal.

This proxy is  solicited  on behalf of the Board of  Trustees  of the Fund.  The
Board of Trustees unanimously recommends a vote FOR the proposal.

PROPOSAL 1                                          FOR     AGAINST     ABSTAIN

To approve a new  investment  management             0         0           0
agreement   for  the  Fund  with  Zurich
Scudder Investments, Inc.

PROPOSAL 2                                          FOR     AGAINST     ABSTAIN

(For   shareholders   of  Scudder  Focus             0         0           0
Value+Growth Fund only) to approve a new
sub-advisory   agreement   between   the
Fund's  investment  manager and Jennison
Associates LLC

PROPOSAL 3                                          FOR     AGAINST     ABSTAIN

(For   shareholders   of  Scudder  Focus             0         0           0
Value+Growth Fund only) to approve a new
sub-advisory   agreement   between   the
Fund's  investment  manager  and  Dreman
Value Management, L.L.C.

PROPOSAL 4                                          FOR     AGAINST     ABSTAIN

(For  shareholders of Scudder  Strategic             0         0           0
Income Fund and Scudder  Worldwide  2004
Fund only) to approve a new sub-advisory
agreement  for  each  Fund  between  the
Fund's  investment  manager and Deutsche
Asset  Management   Investment  Services
Limited

PROPOSAL 5                                         FOR     AGAINST       ABSTAIN

(For     shareholders     of     Scudder             0         0           0
International  Research  Fund  only)  to
liquidate the Fund and dissolve  Scudder
International  Research Fund,  Inc. (the
"Company"),  as set forth in the Plan of
Liquidation and Dissolution (the "Plan")
adopted by the Board of Directors of the
Company

The proxies are  authorized to vote in their  discretion  on any other  business
that may properly come before the meeting and any  adjournments or postponements
thereof.



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