EX-99.H.21 13 0013.txt SCUDDER INTERNATIONAL FUND, INC. Exhibit (h)(21) ADMINISTRATIVE SERVICES AGREEMENT ADMINISTRATIVE SERVICES AGREEMENT, made this 2nd day of October, 2000, between Scudder International Fund, Inc. (the "Fund"), a Maryland corporation and Scudder Kemper Investments, Inc. ("Scudder Kemper"), a Delaware corporation. WHEREAS, the Fund is registered with the Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Fund is authorized to issue shares of capital stock ("Shares") in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and WHEREAS, the Fund has established multiple series, including Scudder Emerging Markets Growth Fund, Scudder Greater Europe Growth Fund, Scudder International Fund and Scudder Latin America Fund, and Scudder Pacific Opportunities Fund (each a "Series"); WHEREAS, this Agreement shall become effective as to each Series as of the date listed next to such Series on Schedule A hereto; and WHEREAS, the Fund wishes to retain Scudder Kemper to provide administrative and other services to the Fund with respect to the Series in the manner and on the terms hereinafter set forth; and WHEREAS, Scudder Kemper is willing to furnish such services in the manner and on the terms hereinafter set forth; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows: I. APPOINTMENT. The Fund hereby appoints Scudder Kemper as Administrator to provide the administrative and other services with respect to the Series for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees, during such period, to render the services herein set forth for the compensation herein provided. In the event the Fund establishes and designates additional series with respect to which it desires to retain the Administrator to render administrative and other services hereunder, it shall notify the Administrator in writing. If the Administrator is willing to render those services, it shall notify the Fund in writing, whereupon Schedule A hereto shall be amended to reflect the compensation payable to the Administrator on behalf of that series and that series shall become a Series hereunder. II. DUTIES. Subject to the general supervision of the Board members of the Fund (the "Board"), the Administrator shall provide or procure all organizational, administrative and other services reasonably necessary for the operation of the Series and certain other services, all as more particularly described and except as provided below. A. ADMINISTRATIVE SERVICES. Subject to the approval or consent of the Board, the Administrator shall provide or procure, at the Administrator's expense, services to include the following: (i) coordinating matters relating to the operation of the Series, including any necessary coordination among Scudder Kemper or other advisers to the Series, the custodian(s), transfer agent(s), shareholder servicing and dividend disbursing agent(s), subaccounting and recordkeeping agent(s), fund accounting agent(s), pricing agent(s), accountants, attorneys, and other parties performing services or operational functions for the Series; (ii) providing the Series with the services of a sufficient number of persons competent to perform such administrative and clerical functions as are necessary to ensure compliance with federal securities laws, as well as other applicable laws, and to provide effective administration of the Series; (iii) maintaining, or supervising the maintenance by third parties, of such books and records of the Fund and the Series as may be required by applicable federal or state law other than the records and ledgers maintained under the Investment Management Agreement; (iv) preparing and arranging for the distribution of proxy materials and periodic reports to shareholders of the Series as required by applicable law; and (v) taking such other action with respect to the Series as may be required by applicable law, including, without limitation, the rules and regulations of the SEC and of state securities commissions and other regulatory agencies. B. EXPENSES. During the term of this Agreement, the Administrator will pay all expenses incurred by it in connection with its obligations under this Agreement, except such expenses as are those of the Series under this Agreement. The Administrator shall pay for maintaining its staff and personnel and shall, at its own expense provide the equipment, office space, and facilities necessary to perform its obligations under this Agreement. In addition, the Administrator shall, at its expense, furnish to the Fund, or procure and pay for: (a) usual and customary auditing services of each Series' independent public accountants; (b) services of each Series' transfer agent(s), shareholder servicing and dividend disbursing agent(s), and shareholder recordkeeping agent(s); (c) services of each Series' custodian, including any recordkeeping services provided by the custodian; (d) services of each Series' accounting agent(s), (e) services of obtaining quotations for calculating the value of each Series' net assets; (f) services of maintaining the Series' tax records; (g) services, including procurement of legal services, incident to meetings of the Fund's shareholders, the preparation and filing of registration statements under the Securities Act of 1933, as amended, and the 1940 Act and any amendments thereto, and reports of the Fund to its shareholders, the preparation and filing of reports to regulatory bodies, the maintenance of the Fund's existence and qualification to do business, and the registration of shares with federal and state securities authorities (except as described in subsection (gg) below); (h) procurement of ordinary legal services, including the services that arise in the ordinary course of business for a Maryland corporation registered as an open-end management investment company; (i) the Fund's pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; (j) association membership dues; (k) services to organize and offer shares of the Fund and the Series; and (l) printing and postage expenses related to the mailing of periodic reports, prospectuses, statements of additional information and other shareholder mailings, excluding proxy solicitations; (m) expenses that are the obligation of a Series pursuant to a special servicing agreement with a registered investment 2 company that is a holder of shares of the Series and that may be deemed to be an affiliated person, or an affiliated person of such a person, as defined in the 1940 Act; and (n) expenses in the nature of avoided transfer agency costs payable to a person that is a shareholder of record for an omnibus account on the transfer agency records of the Series. The Fund shall bear the following expenses: (aa) salaries and other compensation of any of the Fund's executive officers and employees, if any, who are not officers, Board members, stockholders, or employees of the Administrator or its subsidiaries or affiliates; (bb) taxes, if any, levied against the Fund or any of its Series; (cc) brokerage fees and commissions in connection with the purchase and sale of portfolio securities for any of the Series; (dd) costs, including the interest expenses, of borrowing money; (ee) fees and expenses of Board members who are not officers, employees, or stockholders of the Administrator or its subsidiaries or affiliates, and the fees and expenses of any counsel, accountants, or any other persons engaged by such Board members in connection with the duties of their office with the Fund; (ff) extraordinary expenses, including extraordinary legal expenses to the extent authorized by the Board, as may arise, including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Fund to indemnify its Board members, officers, employees, shareholders, distributors, and agents with respect thereto; (gg) organizational and offering expenses of the Fund and the Series to the extent authorized by the Board, and any other expenses which are capitalized in accordance with generally accepted accounting principles; and (hh) any expenses allocated to a specific Series pursuant to an administrative services or distribution plan. C. ORGANIZATIONAL SERVICES. The Administrator shall provide the Fund and the Series, at the Administrator's expense, with the services necessary to organize any Series that commence operations on or after the date of this Agreement so that such Series can conduct business as described in the Fund's Registration Statement. D. The Administrator shall also make its officers and employees available to the Board and officers of the Fund for consultation and discussions regarding the administration of the Series and services provided to the Series under this agreement. E. In performing these services, the Administrator: (i) shall conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Board, and with the provisions of the Fund's Registration Statement filed on Form N-1A as supplemented or amended from time to time, (ii) will make available to the Fund, promptly upon request, any of the Series' books and records as are maintained under this Agreement, and will furnish to regulatory authorities having the requisite authority any such books and records and any information or reports in connection with the Administrator's services under this Agreement that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations, and (iii) will regularly report to the Board on the services provided under this Agreement and will furnish the Board with respect to the Series such periodic and special reports as the Board may reasonably request. 3 F. The services provided by the Administrator under this Agreement are in addition to those required to be provided by it under the Investment Management Agreement entered into between the Administrator and the Fund on behalf of each Series. Notwithstanding any other provision of the Agreement, all other services provided by the Administrator under the Investment Management Agreement will continue to be provided by the Administrator and paid for by the Fund pursuant to that agreement. III. INDEPENDENT CONTRACTOR. The Administrator shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Board from time to time, have no authority to act for or represent the Fund in any way or otherwise be deemed its agent. IV. COMPENSATION. The Fund shall pay on behalf of each Series compensation to the Administrator for the services rendered under this Agreement as set forth in Schedule A hereto. The amount of any credit received from the Series' custodian for cash balances maintained at the custodian shall be subtracted from any amount required to be paid by Fund under this Agreement. V. NON-EXCLUSIVITY. It is understood that the services of the Administrator hereunder are not exclusive, and the Administrator shall be free to render similar services to other investment companies and other clients. VI. LIABILITY. The Administrator shall give the Fund the benefit of the Administrator's best efforts in rendering services under this Agreement. The Administrator may rely on information reasonably believed by it to be accurate and reliable. As an inducement for the Administrator's undertaking to render services under this Agreement, the Fund agrees that neither the Administrator nor the stockholders, officers, Board members, or employees of the Administrator shall be subject to any liability for, or any damages, expenses or losses incurred in connection with, any act, omission or mistake in judgment connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or negligence in the performance of the Administrator's duties, or by reason of reckless disregard of the Administrator's obligations and duties under this Agreement. This provision shall govern only the liability to the Fund of the Administrator and that of the stockholders, officers, Board members, and employees of the Administrator, and shall in no way govern the liability to the Fund or the Administrator of any other person or provide a defense for such other person, including persons that provide services for the Series as described in Section II.B or C of this Agreement. VII. TERM AND CONTINUATION. This Agreement shall take effect as of the date hereof, and shall remain in effect, unless sooner terminated as provided herein, until three (3) years from the date of this Agreement, and shall continue thereafter on an annual basis with respect to each Series, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of the Board, or (b) by vote of a majority of the outstanding voting securities of the Series, and provided continuance is also approved by the vote of a majority of the Board who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Fund, cast in person at a meeting 4 called for the purpose of voting on such approval. This Agreement may be terminated without the payment of any penalty with respect to the entire Fund or only with respect to one or more Series thereof: (a) by the Fund at any time with respect to the services provided by the Administrator by vote of (1) a majority of the Board members who are not "interested persons" (as such term is defined in the 1940 Act) of the Fund, or (2) a majority of the outstanding voting shares of the Fund or, with respect to a particular Series, by vote of a majority of the outstanding voting shares of such Series, on 60 days' written notice to the Administrator; and (b) by the Administrator on or after the third anniversary of the date hereof, without the payment of any penalty, upon 60 days' written notice to the Fund. VIII. NOTICES. Notices of any kind to be given to the Administrator by the Fund shall be in writing and shall be duly given if mailed or delivered to the Administrator at 345 Park Avenue, New York, New York 10154, or to such other address or to such individual as shall be specified by the Administrator. Notices of any kind to be given to the Fund by the Administrator shall be in writing and shall be duly given if mailed or delivered to 345 Park Avenue, New York, New York 10154, or to such other address or to such individual as shall be specified by the Fund. IX. FUND OBLIGATION. The obligations of this Agreement to pay the Administrator for services provided to or procured for a Series shall be binding only upon the assets and property of that Series and shall not be binding upon any Board member, officer, or shareholder of the Fund individually. X. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. XI. MISCELLANEOUS. This Agreement shall be governed by the laws of Massachusetts, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. To the extent that any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise with regard to any party hereunder, such provisions with respect to other parties hereto shall not be affected thereby. The captions in this Agreement are included for convenience only and in no way define any of the provisions hereof or otherwise affect their construction or effect. This Agreement may not be assigned by the Fund or the Administrator without the consent of the other party. 5 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below on the day and year first above written. SCUDDER INTERNATIONAL FUND, INC., on behalf of each of the Series listed on Schedule A By: /s/ John Millette ---------------------------------- John Millette Vice President SCUDDER KEMPER INVESTMENTS, INC. By: /s/ Linda C. Coughlin ---------------------------------- Linda C. Coughlin Managing Director 6 SCHEDULE A SCUDDER KEMPER INVESTMENTS, INC. FEE INFORMATION FOR SERVICES PROVIDED UNDER ADMINISTRATIVE SERVICES AGREEMENT The Administrative Fee, which shall be calculated based on each Series' average daily net assets, shall be payable quarterly in an amount based on the following annual rates. Annual Administrative Fee Rates ------------------------------- Emerging Markets Funds 0.6500% Index Funds 0.2500% International Funds 0.3750% Money Market Funds 0.4000% Sector Funds 0.3500% Tax Free Funds 0.1500% U.S. Income Funds 0.3000% U.S. Large Cap Equity Funds 0.3000% U.S. Small Cap Equity Funds 0.4500% Emerging Markets Funds ---------------------- Scudder Emerging Markets Growth Fund October 2, 2000 Scudder Emerging Markets Income Fund October 2, 2000 Scudder Gold Fund October 2, 2000 Scudder Latin America Fund October 2, 2000 Scudder Pacific Opportunities Fund October 2, 2000 Index Funds ----------- Scudder S&P 500 Index Fund September 11, 2000 Scudder Select 500 Fund August 28, 2000 Scudder Select 1000 Growth Fund October 2, 2000 International Funds ------------------- Scudder Global Bond Fund October 2, 2000 Scudder Global Fund September 11, 2000 Scudder Greater Europe Growth Fund October 2, 2000 Scudder International Fund August 28, 2000 7 Money Market Funds ------------------ Scudder Cash Investment Trust September 11, 2000 Scudder Money Market Series: Prime Reserve Shares August 14, 2000 and AARP Prime Reserve Class Scudder U.S. Treasury Money Fund October 2, 2000 Sector Funds ------------ Scudder Health Care Fund October 2, 2000 Scudder Technology Fund October 2, 2000 Tax Free Funds -------------- Scudder California Tax Free Fund October 2, 2000 Scudder High Yield Tax Free Fund December 1, 2000 Scudder Managed Municipal Bonds July 31, 2000 Scudder Massachusetts Tax Free Fund October 2, 2000 Scudder Medium Term Tax Free Fund October 2, 2000 Scudder New York Tax Free Fund October 2, 2000 Scudder Tax Free Money Fund October 2, 2000 U.S. Income Funds ----------------- Scudder GNMA Fund July 17, 2000 Scudder High Yield Bond Fund October 2, 2000 Scudder Income Fund July 24, 2000 Scudder Short Term Bond Fund August 14, 2000 U.S. Large Cap Equity Funds --------------------------- Scudder Balanced Fund August 28. 2000 Scudder Capital Growth Fund July 17, 2000 Scudder Dividend & Growth Fund October 2, 2000 Scudder Growth and Income Fund August 14, 2000 Scudder Large Company Growth Fund October 2, 2000 Scudder Large Company Value Fund October 2, 2000 U.S. Small Cap Equity Funds --------------------------- Scudder Development Fund October 2, 2000 Scudder Small Company Stock Fund July 17, 2000 Scudder Small Company Value Fund October 2, 2000 Scudder 21st Century Growth Fund December 1, 2000 8