-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wf9NMYQJYevQAkI/gRMfLRQHccitnIfS1FQkngWOAioN4B0x3zA06JHXTHUQZ01d 1us6NI/Ktahhv3XGqE/9EQ== 0000088053-04-000735.txt : 20040903 0000088053-04-000735.hdr.sgml : 20040903 20040903120703 ACCESSION NUMBER: 0000088053-04-000735 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040903 DATE AS OF CHANGE: 20040903 EFFECTIVENESS DATE: 20040903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCUDDER ADVISOR FUNDS II CENTRAL INDEX KEY: 0000948630 IRS NUMBER: 043288230 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07347 FILM NUMBER: 041015824 BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS TOWER STREET 2: 6 ST JAMES AVENUE 9TH FL CITY: PITTSBURGH STATE: PA ZIP: 5222-3779 BUSINESS PHONE: 4122881401 MAIL ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: XX CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: BT ADVISOR FUNDS II DATE OF NAME CHANGE: 20030519 FORMER COMPANY: FORMER CONFORMED NAME: BT ADVISOR FUNDS DATE OF NAME CHANGE: 19960222 FORMER COMPANY: FORMER CONFORMED NAME: BT GLOBAL INVESTORS DATE OF NAME CHANGE: 19950828 N-CSRS 1 eafe.htm SEMIANNUAL REPORT Scudder Investments

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

                                   FORM N-CSRS

Investment Company Act file number 811-7347

                                ADVISOR FUNDS II
                        --------------------------------
               (Exact Name of Registrant as Specified in Charter)

                   One South Street, Baltimore, Maryland 21202
                  --------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, including Area Code: (617) 295-2663
                                                            --------------

                               Salvatore Schiavone
                             Two International Place
                           Boston, Massachusetts 02110
                     ---------------------------------------
                     (Name and Address of Agent for Service)

Date of fiscal year end:        12/31

Date of reporting period:       6/30/2004



ITEM 1.  REPORT TO STOCKHOLDERS

[Scudder Investments logo]


Scudder
EAFE® Equity Index Fund

Semiannual Report to Shareholders

June 30, 2004



Contents


<Click Here> Performance Summary

<Click Here> Portfolio Management Review

<Click Here> Portfolio Summary

Scudder EAFE® Equity Index Fund

<Click Here> Financial Statements

<Click Here> Financial Highlights

<Click Here> Notes to Financial Statements

Scudder EAFE® Equity Index Portfolio

<Click Here> Investment Portfolio

<Click Here> Financial Statements

<Click Here> Financial Highlights

<Click Here> Notes to Financial Statements

<Click Here> Account Management Resources

<Click Here> Privacy Statement


This report must be preceded or accompanied by a prospectus. To obtain a prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest.

Investments in mutual funds involve risk. Some funds have more risk than others. Investing in foreign securities presents certain unique risks not associated with domestic investments, such as currency fluctuation, political and economic changes and market risks. Additionally, the fund may not be able to mirror the MSCI EAFE® Index closely enough to track its performance for several reasons, including the fund's cost to buy and sell securities, the flow of money into and out of the fund and the potential underperformance of stocks selected. All of these factors may result in greater share price volatility. Please read this fund's prospectus for specific details regarding its investments and risk profile.

Scudder Investments is part of Deutsche Asset Management, which is the marketing name in the US for the asset management activities of Deutsche Bank AG, Deutsche Investment Management Americas Inc., Deutsche Asset Management Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company Americas and Scudder Trust Company.

Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Fund shares involve investment risk, including possible loss of principal.


Performance Summary June 30, 2004


All performance shown is historical, assumes reinvestment of all dividends and capital gains, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit scudder.com for the product's most recent month-end performance.

Returns and rankings during all periods shown reflect a fee waiver and/or expense reimbursement. Without this waiver/reimbursement, returns and rankings would have been lower.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The MSCI EAFE® Index is the exclusive property of Morgan Stanley Capital International, a service of Morgan Stanley, and has been licensed for use by the fund's investment advisor. There is no guarantee that the fund will be able to mirror the MSCI EAFE® Index closely to track its performance.

Average Annual Total Returns as of 6/30/04

Scudder EAFE® Equity Index Fund

6-Month++

1-Year

3-Year

5-Year

Life of Class*

Premier Class

4.28%

30.58%

2.85%

-.67%

3.36%

MSCI EAFE® Index+
4.56%
32.37%
3.87%
.06%
3.58%

Sources: Lipper Inc. and Deutsche Asset Management, Inc.

++ Total returns shown for periods less than one year are not annualized.
* The Fund commenced operations on January 24, 1996. Index returns begin January 31, 1996.

Net Asset Value and Distribution Information

Premier Class

Net Asset Value:
6/30/04
$ 10.71
12/31/03
$ 10.35
Distribution Information:
Six Months:
Income Dividends as of 6/30/04
$ .08



Premier Class Lipper Rankings - International Large-Cap Core Funds Category as of 6/30/04

Period

Rank

Number of Funds Tracked

Percentile Ranking

1-Year

31

of

257

13

3-Year

37

of

216

18

5-Year

64

of

165

39


Source: Lipper Inc. Includes portfolios that invest assets in securities with primary trading markets outside of the United States. It is not possible to invest directly in a Lipper category. Rankings are historical and do not guarantee future results. Rankings are based on total return with distributions reinvested.

Growth of an Assumed $5,000,000 Investment

[] Scudder EAFE® Equity Index Fund - Premier Class

[] MSCI EAFE® Index+
eafe_g10k160

Yearly periods ended June 30


Comparative Results as of 6/30/2004

Scudder EAFE® Equity Index Fund

1-Year

3-Year

5-Year

Life of Class*

Premier Class

Growth of $5,000,000

$6,529,000

$5,439,500

$4,834,500

$6,604,500

Average annual total return

30.58%

2.85%

-.67%

3.36%

MSCI EAFE® Index+
Growth of $5,000,000

$6,618,500

$5,603,000

$5,015,000

$6,725,500

Average annual total return

32.37%

3.87%

.06%

3.58%


The growth of $5,000,000 is cumulative.

The minimum investment for the Premier Class is $5,000,000.

* The Fund commenced operations on January 24, 1996. Index returns begin January 31, 1996.
+ The Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index is an unmanaged capitalization-weighted index that tracks international stock performance in the 21 developed markets of Europe, Australasia and the Far East. Index returns assume reinvestment of dividends and, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

Portfolio Management Review


In the following interview, the portfolio management team discusses Scudder EAFE Equity Index Fund's market environment and performance during the six-month period ended June 30, 2004.

Q: How did Scudder EAFE Equity Index Fund perform over the semiannual period?

A: For the six-month period, Scudder EAFE Equity Index Fund Premier Class shares produced a positive total return of 4.28%, as compared with a return of 4.56% for its benchmark, the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index.1 The broad-based MSCI EAFE Index is a group of international company stocks that is not available for direct investment. (Please see pages 3 and 4 for more complete performance information.)

1 The Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index is an unmanaged capitalization-weighted index that tracks international stock performance in the 21 developed markets of Europe, Australasia and the Far East. Index returns assume reinvestment of dividends and, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

Q: What were the primary factors affecting the international equity markets during the past six months?

A: The turnaround in global stock markets that began in 2003 continued into the first quarter of 2004. The release of increasingly positive economic, corporate earnings and corporate capital spending numbers helped drive global equity markets.

In the second quarter, many measures of the global economy - including employment, consumer spending, corporate capital expenditures and earnings - continued to improve. However, stock prices made only modest gains in the second quarter.

Several factors held back equity markets. First, there was the expectation that we were entering a period of rising interest rates, particularly in the United States. The US Federal Reserve Board fulfilled this expectation with a one-quarter-point rate increase on the last day of the period. The Bank of England also announced a pair of rate hikes and set the expectation for more in the future.

Second, investors felt that corporations would have difficulty showing strong year-over-year gains in the latter half of 2004, after earnings growth had improved so dramatically in the second half of 2003. The US dollar fell 2.2% during the quarter as investors pondered the strength of the recovery in the US economy.

Third, investor concerns about geopolitical instability held back stock prices as well. We believe the March 2004 train bombings in Spain, continued unrest in Iraq and terrorism in Saudi Arabia brought international political concerns to the forefront of investors' minds. Political instability in the Middle East, which could constrict oil supplies and bring additional oil price hikes, gave investors pause. In addition, worries that the Chinese economic engine would sputter acted as a drag on the global economy. Companies around the world supply China with raw materials and finished goods. As a result, any changes in the condition of China's economy can have considerable ripple effects around the world.

Q: How did the regions that the MSCI EAFE Index comprises perform?

A: Regionally, Asia led the way in the first quarter of 2004, driven by expected reflation in both Hong Kong and Japan. Hong Kong, represented by the MSCI Hong Kong Index, started the first quarter strong, rallying up 13.3% through the end of February, but as the US dollar recovered and the Chinese government tightened monetary policy, the market pulled back. Hong Kong ended the quarter up only 6.5%.2 Japan witnessed a dramatic rally that began late in February and continued until the end of the quarter when technical fiscal-year-end selling came to an end and the Bank of Japan's currency intervention eased. Japan, as represented by the MSCI Japan Index, finished the quarter up 15.2%.3

2 MSCI Hong Kong Index is an equity index of securities listed on the Hong Kong stock exchanges. It represents Hong Kong companies that are available to investors world wide.
3 MSCI Japan Index is an unmanaged index of approximately 300 foreign stock prices, and reflects the common stock prices of the index companies translated into US dollars, assuming reinvestment of all dividends paid by the index stocks net of any applicable foreign taxes.

Europe, represented by the MSCI Europe Index, though positive in the first quarter, was the underperformer, finishing up only 0.94%.4 Concerns over the sustainability of the US recovery and political uncertainty following the surprise Socialist party victory in the Spanish elections on the heels of the Madrid train bombing weighed on the markets. The reluctance of the European Central Bank to cut interest rates also exacerbated concerns.

4 The MSCI Europe Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe. As of December 2003, the MSCI Europe Index consisted of the following 16 developed market country indices: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
Index returns assume reinvestment of dividends and capital gains and, unlike fund returns, do not reflect fees and expenses. It is not possible to invest directly into an index.

Regionally, a reversal occurred in the second quarter, with Europe outperforming and Asia underperforming. The Pacific Basin component of the index fell 4.0% in US$ terms, affected significantly by the weakness of the Japanese yen. Offsetting this were positive returns in Europe, which rallied 2.1% during the quarter. The smaller European markets had the best returns in US$ terms: Austria (+7.0%), Belgium (+6.0%), Ireland (+7.4%) and Norway (+6.1%). The United Kingdom, the largest market in Europe, gained 1.5%.

Q: Which sectors and stocks within the MSCI EAFE Index were the best and worst performers?

A: For the semiannual period, the best-performing sectors included utilities, consumer discretionary and consumer staples. The bottom-three rungs were occupied by health care, materials and telecommunications services.

For the second quarter, top-performing sectors included energy (+6.8%), in response to rising oil prices, and consumer staples (+3.4%), in response to increased profits. Laggards included information technology (-7.4%), as semiconductor stocks fell in response to concern about global demand, and financials (-1.5%), as bank and real estate stocks declined over interest rate concerns.

At the end of May, MSCI implemented its annual full-country index review. Seventy-eight stocks were added to the index while seven were deleted. Japan's EAFE weight increased 1%, while Europe had a weight decline of 1%.

Q: Any final thoughts for investors?

A: No changes in strategy have been made. Our goal is to maintain a fully invested posture, replicating the return and risk characteristics of the index. The index itself provides broad-based exposure to 21 of the largest developed markets outside the United States, across all sectors of the economy.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation.


Portfolio Summary June 30, 2004


Geographic Diversification (Excludes Cash Equivalents)

6/30/04

12/31/03


United Kingdom
25%
27%
Japan
24%
21%
France
9%
9%
Switzerland
7%
7%
Germany
7%
7%
Netherlands
5%
5%
Australia
5%
5%
Italy
4%
4%
Spain
4%
4%
Other
10%
11%

100%
100%

Sector Diversification (Excludes Cash Equivalents)

6/30/04

12/31/03


Financials
26%
26%
Consumer Discretionary
15%
13%
Industrials
10%
9%
Health Care
8%
9%
Consumer Staples
8%
8%
Energy
8%
8%
Telecommunication Services
7%
8%
Information Technology
7%
6%
Materials
6%
7%
Other
5%
6%

100%
100%

Geographic diversification and sector diversification are subject to change.



Ten Largest Equity Holdings at June 30, 2004
(14.7% of Portfolio)

Country

Percent

1. BP PLC
Exporter and producer of oil and natural gas
United Kingdom

2.3%

2. HSBC Holdings PLC
Provider of international banking and financial services
United Kingdom

1.9%

3. Vodafone Group PLC
Provider of mobile telecommunication services
United Kingdom

1.7%

4. GlaxoSmithKline PLC
Developer of vaccines and health-related consumer products
United Kingdom

1.4%

5. Toyota Motor Corp.
Manufacturer of diversified automotive products
Japan

1.4%

6. Total SA
Producer of oil and natural gas
France

1.3%

7. Nestle SA (Registered)
Producer and seller of food products
Switzerland

1.3%

8. Royal Dutch Petroleum Co.
Exporter and producer of oil and natural gas
Netherlands

1.2%

9. Novartis AG (Registered)
Manufacturer of pharmaceutical and nutrition products
Switzerland

1.2%

10. Royal Bank of Scotland Group PLC
Provider of a wide range of financial services
United Kingdom

1.0%


Portfolio holdings are subject to change.

For more complete details about the Fund's investment portfolio, see page 20. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Fund as of month end is available upon request on the 16th of the following month. Please see the Account Management Resources section for contact information.


Financial Statements


Statement of Assets and Liabilities as of June 30, 2004 (Unaudited)

Assets
Investment in the EAFE® Equity Index Portfolio, at value
$ 233,763,678
Receivable for Fund shares sold
294,992
Due from Advisor
25,344
Total assets
234,084,014
Liabilities
Payable for Fund shares redeemed
3,143
Other accrued expenses and payables
26,342
Total liabilities
29,485
Net assets, at value

$ 234,054,529

Net Assets
Net assets consist of:
Undistributed net investment income
2,653,446
Net unrealized appreciation (depreciation) on investments
35,544,248
Accumulated net realized gain (loss)
(47,528,716)
Paid-in capital
243,385,551
Net assets, at value

$ 234,054,529

Net Asset Value
Net Asset Value, offering and redemption price per share ($234,054,529 / 21,860,392 shares of beneficial interest, $.001 par value, unlimited number of shares authorized)

$ 10.71


The accompanying notes are an integral part of the financial statements.

Statement of Operations for the six months ended June 30, 2004 (Unaudited)

Investment Income
Net investment income allocated from the EAFE® Equity Index Portfolio:
Dividends (net of foreign taxes withheld of $470,510)
$ 3,509,052
Dividends from Cash Management Fund Institutional
46,024
Interest
244,821
Expenses(a)
(403,925)
Total Income
3,395,972
Expenses:
Administrator service fee
173,000
Auditing fees
13,865
Legal fees
4,602
Trustees' fees and expenses
5,145
Reports to shareholders
3,400
Registration fees
29,159
Other
8,205
Total expenses, before expense reductions
237,376
Expense reductions
(174,686)
Total expenses, after expense reductions
62,690
Net investment income (loss)

3,333,282

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) from:
Investments
(2,569,961)
Futures
1,615,464
Foreign currency related transactions
1,129,362

174,865
Net unrealized appreciation (depreciation) during the period on:
Investments
6,830,325
Net gain (loss) on investment transactions

7,005,190

Net increase (decrease) in net assets resulting from operations

$ 10,338,472


a For the six months ended June 30, 2004, the Advisor for the EAFE® Equity Index Portfolio waived fees in the amount of $48,054, all of which was allocated to the Fund.

The accompanying notes are an integral part of the financial statements.



Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six Months Ended June 30, 2004

(Unaudited)

Year Ended December 31, 2003

Operations:
Net investment income (loss)
$ 3,333,282 $ 3,406,296
Net realized gain (loss) on investment transactions
174,865 951,679
Net unrealized appreciation (depreciation) on investment transactions during the period
6,830,325 56,970,370
Net increase (decrease) in net assets resulting from operations
10,338,472 61,328,345
Distributions to shareholders from:
Net investment income
(1,757,580) (4,691,014)
Fund share transactions:
Proceeds from shares sold
35,291,383 299,950,673
Subscription in-kind
- 11,066,674
Reinvestment of distributions
1,679,319 4,500,342
Cost of shares redeemed
(42,303,671) (278,001,936)
Net increase (decrease) in net assets from Fund share transactions
(5,332,969) 37,515,753
Increase (decrease) in net assets
3,247,923 94,153,084
Net assets at beginning of period
230,806,606 136,653,522
Net assets at end of period (including undistributed net investment income of $2,653,446 and $1,077,744, respectively)

$ 234,054,529

$ 230,806,606



The accompanying notes are an integral part of the financial statements.


Financial Highlights


Years Ended December 31,

2004a

2003

2002

2001

2000b

1999

Selected Per Share Data
Net asset value, beginning of period

$ 10.35

$ 7.77

$ 9.46

$ 12.27

$ 14.58

$ 11.59

Income (loss) from investment operations:
Net investment income (loss)
.15c .17c .16c .19 .25 .08
Net realized and unrealized gain (loss) on investment transactions
.29 2.64 (1.72) (2.87) (2.47) 3.15

Total from investment operations

.44 2.81 (1.56) (2.68) (2.22) 3.23
Less distributions from:
Net investment income
(.08) (.23) (.13) (.13) (.02) (.11)
Net realized gains on investment transactions
- - - - (.07) (.13)

Total distributions

(.08) (.23) (.13) (.13) (.09) (.24)
Net asset value, end of period

$ 10.71

$ 10.35

$ 7.77

$ 9.46

$ 12.27

$ 14.58

Total Return (%)d
4.28** 36.45 (16.63) (21.75) (15.22) 27.95
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)
234 231 137 140 171 120
Ratio of expenses before expense reductions, including expenses of the EAFE® Equity Index Portfolio (%)
.60* .60 .65 .63 .65 .71
Ratio of expenses after expense reductions, including expenses of the EAFE® Equity Index Portfolio (%)
.40* .40 .40 .40 .40 .40
Ratio of net investment income (loss) (%)
2.89* 1.99 1.83 1.68 1.59 1.56
a For the six months ended June 30, 2004 (Unaudited).
b On April 30, 2000, the Institutional Class was renamed the Premier Class.
c Based on average shares outstanding during the period.
d Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized


Notes to Financial Statements (Unaudited)


A. Significant Accounting Policies

EAFE® Equity Index Fund - Premier Class ("Scudder EAFE® Equity Index Fund" or the "Fund") is a diversified series of the Scudder Advisor Funds II (the "Trust") which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company organized as a Massachusetts business trust.

The Fund seeks to achieve its investment objective by investing substantially all of its assets in the EAFE® Equity Index Portfolio (the "Portfolio"), a diversified, open-end management investment company advised by Deutsche Asset Management, Inc. ("DeAM, Inc."). Details concerning the Portfolio's investment objective and policies and the risk factors associated with the Portfolio's investments are described in the Prospectus and Statements of Additional Information.

On June 30, 2004, the Fund owned approximately 100% of the Portfolio. The financial statements of the Portfolio, including the Investment Portfolio, are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements.

The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.

Security Valuation. The Fund determines the valuation of its investment in the Portfolio by multiplying its proportionate ownership of the Portfolio by the total value of the Portfolio's net assets.

The Portfolio's policies for determining the value of its net assets are discussed in the Portfolio's financial statements which accompany this report.

Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.

At December 31, 2003, the Fund had a net tax basis capital loss carryforward of approximately $42,957,000 which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until December 31, 2008 ($13,832,000), December 31, 2009 ($14,051,000) and December 31, 2010 ($14,930,000) and December 31, 2011 ($144,000), the respective expiration dates, whichever occurs first.

Distribution of Income and Gains. Distributions of net investment income, if any, are made annually. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed, and, therefore, will be distributed to shareholders at least annually.

The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to passive foreign investment companies, foreign denominated investments, futures and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.

The tax character of current year distributions, if any, will be determined at the end of the current fiscal year.

Other. The Fund receives a daily allocation of the Portfolio's net investment income and net realized and unrealized gains and losses in proportion to its investment in the Portfolio. Expenses directly attributed to a fund are charged to that fund, while expenses which are attributable to the Trust are allocated among the funds in the Trust on the basis of relative net assets.

The net unrealized appreciation/depreciation of the Fund's investment in the Portfolio consists of an allocated portion of the Portfolio's appreciation/depreciation. Please refer to the Portfolio's financial statements for a breakdown of the appreciation/depreciation from investments.

B. Related Parties

Scudder Investments is part of Deutsche Asset Management, which is the marketing name in the US for the asset management activities of Deutsche Bank AG. Deutsche Asset Management, Inc. ("DeAM, Inc." or the "Advisor") is the Advisor for the Portfolio and Investment Company Capital Corp. ("ICCC" or the "Administrator") is the Administrator for the Fund, both indirect wholly owned subsidiaries of Deutsche Bank AG.

Administrator Service Fee. For its services as Administrator, ICCC receives a fee (the "Administrator Service Fee") of 0.15% of the Fund's average daily net assets, computed and accrued daily and payable monthly.

For the six months ended June 30, 2004, the Advisor and Administrator contractually agreed to waive their fees and reimburse expenses of the Fund to the extent necessary to maintain the annualized expenses at 0.40%, including expenses allocated from the Portfolio. Accordingly, for the six months ended June 30, 2004, the Administrator Service Fee was $173,000, of which all was waived. Under this arrangement the Advisor and Administrator reimbursed the Fund in the amount of $1,686.

Trustees' Fees and Expenses. As compensation for his or her services, each Independent Trustee receives an aggregate annual fee, plus a fee for each meeting attended (plus reimbursement for reasonable out-of-pocket expenses incurred in connection with his or her attendance at board and committee meetings) from each Fund in the Fund Complex for which he or she serves. In addition, the Chairman of the Fund Complex's Audit Committee receives an annual fee for his services. Payment of such fees and expenses is allocated among all such Funds described above in direct proportion to their relative net assets.

C. Share Transactions

The following table summarizes share and dollar activity in the Fund:


Six Months Ended
June 30, 2004

(Unaudited)

Year Ended
December 31, 2003


Shares

Dollars

Shares

Dollars

Shares sold
3,363,600

$ 35,291,383

35,434,212

$ 299,950,673

Subscriptions in-kind
-

-

1,534,906

$ 11,066,674

Shares issued to shareholders in reinvestment of distributions
162,566

$ 1,679,319

497,201

$ 4,500,342

Shares redeemed

(3,975,631)

$ (42,303,671)

(32,737,885)

$ (278,001,936)

Net increase (decrease)
(449,465)

$ (5,332,969)

4,728,434

$ 37,515,753


D. Concentration of Ownership

From time to time the Fund may have a concentration of several shareholders holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Fund.

At June 30, 2004 there was one unaffiliated shareholder who held 22% and one affiliated shareholder who held 10% of the outstanding shares of the Fund.

E. Regulatory Matters and Litigation

Since at least July 2003, federal, state and industry regulators have been conducting ongoing inquiries and investigations ("inquiries") into the mutual fund industry, and have requested information from numerous mutual fund companies, including Scudder Investments. We are unable to determine what the outcome of these inquiries will be or what the effect, if any, would be on the funds or their advisors. Publicity about mutual fund practices arising from these industry-wide inquiries serves as the general basis of a number of private lawsuits against the Scudder funds. These lawsuits, which previously have been reported in the press, involve purported class action and derivative lawsuits, making various allegations and naming as defendants various persons, including certain Scudder funds, Deutsche Asset Management ("DeAM") and its affiliates, certain individuals, including in some cases Fund Trustees/Directors, and other parties. DeAM has undertaken to bear all liabilities and expenses incurred by the Scudder funds in connection with these lawsuits, or other lawsuits or regulatory actions that may be filed making allegations similar to these lawsuits regarding fund valuation, market timing, revenue sharing or other subjects of the pending inquiries. Based on currently available information, DeAM believes the likelihood that the pending lawsuits will have a material adverse financial impact on a Scudder fund is remote and such actions are not likely to materially affect its ability to perform under its investment management agreements with the Scudder funds.




(The following financial statements of the EAFE® Equity Index Portfolio should be read in conjunction with the Fund's financial statements.)


Investment Portfolio as of June 30, 2004 (Unaudited)



Shares

Value ($)



Common Stocks 91.0%

Australia 4.1%
Alumina Ltd.
32,621
119,982
Amcor Ltd.
24,580
119,343
AMP Ltd.
55,600
245,167
Ansell Ltd.
2,546
13,727
Aristocrat Leisure Ltd.
9,700
32,704
Australia & New Zealand Banking Group Ltd.
49,437
629,523
Australian Gas & Light Co., Ltd.
13,411
113,320
Australian Stock Exchange Ltd.
1,531
16,573
AXA Asia Pacific Holdings Ltd.*
14,672
34,341
BHP Billition Ltd.
103,993
907,692
BlueScope Steel Ltd.
21,560
101,226
Boral Ltd.
13,615
61,268
Brambles Industries Ltd.
28,346
118,475
Centro Properties Group
13,343
36,993
CFS Gandel Retail Trust
40,976
39,676
CFS Gandel Retail Trust
1,588
1,538
Coca-Cola Amatil Ltd.
12,287
59,315
Cochlear Ltd.
1,114
17,631
Coles Myer Ltd.
31,688
189,614
Commonwealth Bank of Australia
34,968
793,607
Commonwealth Property Office Fund
22,142
17,738
Computershare Ltd.
10,718
23,742
CSL Ltd.
5,982
92,925
CSR Ltd.
25,654
39,673
Deutsche Office Trust
19,869
15,917
Foster's Group Ltd.
58,031
190,803
Futuris Corp., Ltd.
10,536
11,596
General Property Trust
55,720
135,463
Harvey Norman Holdings Ltd.
9,201
18,075
Iluka Resources Ltd.
2,479
7,805
ING Industrial Fund
9,460
11,862
Insurance Australia Group Ltd.
48,929
170,420
Investa Property Group
30,734
41,748
John Fairfax Holdings Ltd.
18,994
49,352
Leighton Holdings
4,873
30,856
Lend Lease Corp., Ltd.
10,876
77,884
Lion Nathan Ltd.
5,624
26,562
Macquarie Bank Ltd.
5,968
140,850
Macquarie Goodman Industrial Trust
31,204
36,518
Macquarie Infrastructure Group
55,704
128,051
Mayne Group Ltd.
22,896
54,387
Mirvac Group
19,317
57,862
National Australia Bank Ltd.
41,735
867,526
Newcrest Mining Ltd.
9,231
88,610
Onesteel Ltd.
8,598
14,913
Orica Ltd.
7,714
81,141
Origin Energy Ltd.
16,447
64,617
Pacific Brands Ltd.*
8,016
14,909
Paperlinx Ltd.
8,341
28,180
Patrick Corp., Ltd.
10,128
37,675
Perpetual Trustees Australia Ltd.
713
23,339
Publishing & Broadcasting Ltd.
2,483
22,226
QBE Insurance Group Ltd.
19,591
174,683
Rinker Group Ltd.
27,806
155,926
Rio Tinto Ltd.
8,944
223,983
Santos Ltd.
15,472
74,690
Sonic Healthcare Ltd.
4,459
28,328
Southcorp Ltd.*
16,569
36,242
Stockland Trust GP
1,194
4,309
Stockland
34,590
124,814
Suncorp Metway Ltd.
15,107
149,434
TAB Ltd.
8,356
28,638
Tabcorp Holding Ltd.
12,455
123,548
Telstra Corp., Ltd.
59,801
209,537
The News Corp., Ltd.
38,482
339,907
Toll Holdings Ltd.
4,028
30,079
Transurban Group
10,195
34,586
Wesfarmers Ltd.
10,560
216,269
Westfield Holdings Ltd.
11,840
127,015
Westfield Trust (REIT)
2,190
6,667
Westfield Trust (REIT)
61,055
187,561
Westpac Banking Corp., Ltd.
49,724
609,624
WMC Resorces Ltd.
33,087
113,398
Woodside Petroleum Ltd.
13,110
152,238
Woolworths Ltd.
29,330
232,917
(Cost $6,857,026)

9,659,333

Austria 0.3%
Bank Austria Creditanstalt
990
58,056
Boehler-Uddeholm AG
260
21,574
Erste Bank der Oesterreichischen Sparkassen AG
860
135,080
Flughafen Wien AG
250
14,417
Immofinanz Immobilien Anlagen AG*
5,678
45,935
Mayr Melnhof Karton AG
150
19,345
Oesterreichische Elektrizititaetswirtschafts AG "A"
110
19,347
OMV AG
400
77,870
RHI AG*
250
5,630
Telekom Austria AG
8,527
130,198
VA Technologie AG*
260
14,640
Voest-Alpine Stahl AG*
320
15,768
Wienerberger AG
1,420
49,428
(Cost $366,710)

607,288

Belgium 1.1%
Agfa Gevaert NV
2,975
73,802
Barco NV
214
19,293
Bekaert NV
369
21,257
Belgacom SA*
4,600
140,027
Cofinimmo
119
16,085
Colruyt NV
399
49,272
Compagnie Maritime Belge SA
166
20,146
Delhaize Group
1,934
98,944
Dexia
17,786
295,161
Electrabel NPV
753
241,402
Fortis, VVPR Strip*
2,223
54
Fortis
32,057
709,839
Groupe Bruxelles Lambert SA
1,839
117,576
Interbrew
4,075
129,648
KBC Bankverzekeringsholding
2,915
167,716
Mobistar SA*
744
46,346
Omega Pharma SA
424
21,485
SA D'Ieteren NV
90
18,987
Solvay SA
1,743
142,294
UCB SA
2,390
111,310
Umicore
632
39,792
(Cost $2,000,392)

2,480,436

Denmark 0.7%
A P Moller - Maersk A/S "B"
30
206,245
Bang & Olufsen AS "B"
261
14,355
Carlsberg AS "B"
750
39,653
Coloplast AS "B"
406
38,279
Danisco AS
1,398
72,083
Danske Bank AS
12,707
301,074
De Sammensluttede Vognmaend AS
462
22,082
FLS Industries AS "B"*
744
10,473
GN Store Nord AS
5,156
45,574
Group 4 Falck AS
1,922
49,393
H. Lundbeck AS
2,105
45,826
ISS AS
1,269
62,731
Kobenhavns Lufthavne AS
143
20,832
NKT Holding AS
557
11,305
Novo Nordisk AS "B"
7,007
360,716
Novozymes AS "B"
1,619
73,010
Ostasiatiske Kompagni
461
21,355
Tele Denmark AS
3,412
110,862
Topdanmark AS*
740
43,727
Vestas Wind Systems AS*
4,479
65,800
William Demant Holding AS*
765
28,926
(Cost $960,845)

1,644,301

Finland 1.3%
Amer Group Ltd.
700
36,451
Elisa Communications Oyj*
3,200
42,826
Fortum Oyj
9,500
121,361
Kesko Oyj
1,900
37,680
Kone Corp. "B"
1,000
60,443
Metso Oyj
2,800
35,429
Nokia Oyj
131,550
1,898,197
Nokian Renkaat Oyj
200
19,483
Orion-yhtyma Oy "B"
700
17,970
Outokumpu Oyj
2,400
38,398
Pohjola Group PLC
1,500
15,439
Rautaruukki Oyj
200
1,613
Sampo Oyj "A"
7,700
74,758
Stora Enso Oyj "R"
17,900
242,825
TietoEnator Oyj
2,400
72,853
UPM-Kymmene Oyj
14,500
275,912
Uponor Oyj
900
29,619
Wartsila Oyj
1,200
26,864
(Cost $2,970,338)

3,048,121

France 8.3%
Accor SA
5,183
218,752
Air France
2,837
48,357
Alcatel SA*
35,092
541,369
Alstom*
25,683
28,747
Atos Origin SA*
958
61,541
Autoroutes du Sud de la France
1,962
77,914
Aventis SA
18,678
1,410,061
Axa
36,517
804,154
BNP Paribas SA
22,491
1,383,234
Bouygues SA
5,196
173,974
Business Objects SA*
1,527
34,240
Cap Gemini SA*
3,584
143,852
Carrefour SA
15,686
761,085
Casino Guichard-Perrachon SA
913
82,366
CNP Assurances
777
45,083
Compagnie de Saint-Gobain
8,657
431,518
Compagnie Generale des Etablissements Michelin
4,169
230,532
Credit Agricole SA
18,234
443,688
Dassault Systemes SA
1,177
54,573
Essilor International SA
2,438
159,136
France Telecom SA
30,547
796,066
Gecina SA
688
54,074
Groupe Danone
6,750
588,828
Hermes International
203
40,529
Imerys SA
1,152
67,136
Klepierre
490
33,504
L' Air Liquide SA
3,009
497,516
L'Oreal SA
8,330
665,343
Lafarge SA
4,693
418,524
Lagardere S.C.A.
3,303
206,355
LVMH Moet-Hennessy Louis Vuitton SA
6,707
485,116
Pernod Ricard
1,326
169,556
Pinault-Printemps-Redoute SA
1,950
200,355
PSA Peugeot Citroen
4,894
272,528
Publicis Groupe
2,549
75,453
Renault SA
4,964
378,070
Sagem SA
504
56,230
Sanofi-Synthelabo SA
10,033
635,966
Schneider Electric SA
5,995
409,183
Societe BIC SA
1,073
47,754
Societe Generale
8,988
763,827
Societe Television Francaise 1
3,076
96,891
Sodexho Alliance SA
2,348
61,876
Suez SA
22,608
470,628
Technip SA
420
56,976
Thales SA
1,826
66,804
Thomson SA
6,108
120,461
Total SA
15,996
3,049,622
Total SA*
972
12
Unibail
1,083
111,999
Valeo SA
1,746
72,756
Veolia Environnement
7,475
210,900
Vinci SA
1,884
189,792
Vivendi Universal SA*
28,075
778,790
Zodiac SA
882
30,014
(Cost $14,927,086)

19,313,610

Germany 6.0%
Adidas-Salomon AG
1,215
145,059
Allianz AG (Registered)
8,386
908,358
Altana AG
1,800
108,250
BASF AG
14,757
789,801
Bayer AG
17,997
518,936
Bayerische Hypo-und Vereinsbank AG
12,181
216,669
Bayerische Hypo-und Vereinsbank AG
3,122
55,912
Beiersdorf AG
650
75,958
Celesio AG
766
45,759
Commerzbank AG*
14,558
256,470
Continental AG
3,792
182,881
DaimlerChrysler AG
23,762
1,110,146
Deutsche Bank AG (Registered) (d)
14,356
1,127,969
Deutsche Boerse AG
2,800
142,295
Deutsche Lufthansa AG
5,550
75,492
Deutsche Post AG
12,951
279,684
Deutsche Telekom AG (Registered)*
69,647
1,223,588
Douglas Holdings AG
650
18,600
E.ON AG
17,219
1,242,305
Epcos AG*
1,350
28,201
Fresenius Medical Care AG
900
66,783
HeidelbergCement AG
1,474
73,437
HeidelbergCement AG*
104
0
Hypo Real Estate Holdings AG*
3,017
88,499
Hypo Real Estate Holdings AG*
557
16,332
Infineon Technologies AG*
18,993
254,879
KarstadtQuelle AG
1,100
23,942
Linde AG
2,166
119,219
MAN AG
2,650
96,659
Merck KGaA*
1,340
80,700
Metro AG
4,192
198,704
MLP AG
1,150
16,972
Muenchener Rueckversicherungs-Gesellschaft AG (Registered)
4,646
503,643
Puma AG
400
101,649
RWE AG
10,777
506,773
SAP AG
5,741
951,747
Schering AG
4,904
288,955
Siemens AG
21,953
1,578,776
Suedzucker AG
1,150
22,596
Thyssen Krupp AG
8,500
144,885
TUI AG
3,161
60,380
Volkswagen AG
6,399
270,307
(Cost $12,053,770)

14,018,170

Greece 0.4%
Alpha Bank AE
6,274
159,688
Coca-Cola Hellenic Bottling Co. SA
2,520
58,683
Commercial Bank of Greece*
1,550
40,658
Cosmote Mobile Telecommunications SA
2,220
34,572
EFG Eurobank Ergasias
4,940
106,742
Germanos SA
630
18,227
Greek Organization of Football Prognostics
4,851
91,008
Hellenic Petroleum SA
2,970
24,716
Hellenic Technodomiki SA
1,900
7,998
Hellenic Telecommunications Organization SA
8,800
113,918
Intracom SA
2,190
9,432
National Bank Of Greece SA
7,321
158,546
Piraeus Bank SA
2,850
33,357
Public Power Corp.
3,486
82,704
Titan Cement Co.
1,620
38,237
Viohalco, Hellenic Copper and Aluminum Industry SA*
3,290
23,697
(Cost $881,643)

1,002,183

Hong Kong 1.4%
ASM Pacific Technology Ltd.
5,000
18,815
Bank of East Asia Ltd.
37,971
108,804
BOC Hong Kong (Holdings) Ltd.
103,000
175,633
Cathay Pacific Airways Ltd.
25,000
46,956
Cheung Kong (Holdings) Ltd.
42,000
309,623
Cheung Kong Infrastructure Holdings
10,000
24,103
CLP Holdings Ltd.
49,600
271,535
Esprit Holdings Ltd.
20,815
93,136
Giordano International Ltd.
26,000
16,417
Hang Lung Properties Ltd.
26,000
33,501
Hang Seng Bank Ltd.
21,100
270,520
Henderson Land Development Co., Ltd.
21,000
90,464
Hong Kong & China Gas Co., Ltd.
100,887
164,916
Hong Kong Electric Holdings Ltd.
38,000
157,363
Hong Kong Exchange & Clearing Ltd.
30,000
61,732
Hopewell Holdings Ltd.
14,000
28,270
Hutchison Whampoa Ltd.
59,100
403,482
Hysan Development Co.
13,590
20,211
Johnson Electric Holdings Ltd.
36,000
36,463
Kerry Properties Ltd.*
11,000
16,783
Kingboard Chemical Holdings Ltd.*
8,900
15,461
Li & Fung Ltd.
45,000
65,771
MTR Corp., Ltd.
29,301
44,328
New World Development Co., Ltd.
50,549
37,265
Orient Overseas International Ltd.*
4,000
11,821
PCCW Ltd.*
92,443
62,815
SCMP Group Ltd.
27,200
10,811
Shangri- La Asia Ltd.
26,226
25,554
Sino Land Co., Ltd.
32,000
17,847
Sun Hung Kai Properties Ltd. (REIT)
36,297
297,829
Swire Pacific Ltd. "A"
25,500
165,100
Techtronic Industries Co., Ltd.
22,000
35,116
Television Broadcasts Ltd.
9,000
38,655
Wharf Holdings Ltd.
35,102
99,908
Yue Yuen Industrial (Holdings) Ltd.
12,000
28,924
(Cost $3,103,132)

3,305,932

Ireland 0.8%
Allied Irish Banks
23,273
360,451
Bank of Ireland
26,266
350,244
Bank of Ireland
862
11,515
CRH PLC
736
15,581
CRH PLC
13,772
290,879
DCC PLC
2,107
38,452
Depfa Bank Plc*
9,161
133,080
Eircom Group PLC*
12,232
22,025
Elan Corp. PLC*
10,642
262,448
Fyffes PLC
7,415
15,517
Greencore Group PLC
4,282
16,515
Independent News & Media PLC
14,376
34,282
Irish Life & Permanent PLC
7,324
112,721
Kerry Group PLC
3,594
76,084
Kingspan Group PLC*
2,310
13,887
Kingspan Group PLC*
2,310
13,771
Ryanair Holdings PLC*
5,147
28,680
Waterford Wedgewood PLC*
23,345
5,056
(Cost $1,532,977)

1,801,188

Italy 3.4%
Alleanza Assicurazioni SpA
12,399
141,500
Assicurazioni Generali SpA
26,447
713,358
Autogrill SpA*
3,093
43,840
Autostrade SpA
5,019
98,618
Banca Antonventeta SpA*
6,183
127,056
Banca Fideuram SpA
8,881
49,811
Banca Intesa SpA
90,773
354,509
Banca Intesa SpA
24,962
75,014
Banca Monte dei Paschi di Siena SpA
34,695
111,017
Banca Nazionale del Lavoro SpA*
35,942
83,522
Banche Popolari Unite*
8,990
149,081
Banco Popolare di Verona e Novara
7,824
50,260
Banco Popolare di Verona e Novara
10,434
179,247
Benetton Group SpA
1,610
18,413
Bulgari SpA
3,349
33,860
Capitalia SpA
30,799
96,302
Edison SpA*
13,644
23,605
Enel SpA
67,176
538,599
Eni SpA
71,551
1,420,697
Fiat SpA*
12,681
106,147
FinecoGroup SpA*
2,988
18,831
Finmeccanica SpA
168,303
133,712
Gruppo Editoriale L'Espresso SpA
2,322
13,984
Italcementi SpA
2,001
26,780
Luxottica Group SpA
3,975
66,256
Mediaset SpA
16,253
185,284
Mediobanca SpA*
12,764
155,293
Mediolanum SpA
6,085
38,719
Mondadori (Arnoldo) Editore SpA
3,666
34,701
Pirelli & C. Accomandita per Azioni
34,080
35,202
Riunione Adriatica di Sicurta SpA
8,549
155,081
San Paolo IMI SpA
26,331
317,153
SeatPagine Gialle SpA*
36,758
15,116
SeatPagine Gialle SpA
90,262
37,887
Snam Rete Gas SpA
23,547
101,129
Telecom Italia Mobile SpA
103,916
589,161
Telecom Italia SpA
226,237
703,267
Telecom Italia SpA
161,558
356,756
Tiscali SpA*
2,936
13,181
UniCredito Italiano SpA
121,979
602,527
(Cost $6,220,892)

8,014,476

Japan 21.9%
ACOM Co., Ltd.
1,800
116,959
Aderans Co., Ltd.
500
10,768
Advantest Corp.
1,800
120,588
Aeon Co., Ltd.
7,000
280,988
AEON Credit Services Co., Ltd.
330
22,017
Aiful Corp.*
900
93,947
Aisin Seiki Co., Ltd.*
4,000
83,398
Ajinomoto Co., Inc.
17,000
204,720
All Nippon Airways Co., Ltd.
9,000
29,446
Alps Electric Co., Ltd.
4,000
56,894
Amada Co., Ltd.
8,000
52,788
Aoyama Trading Co., Ltd.
100
2,708
Asahi Breweries, Ltd.
13,000
143,326
Asahi Glass Co., Ltd.
21,000
218,439
Asahi Kasei Corp.
37,000
191,587
Asatsu, Inc.
1,100
28,530
Autobacs Seven Co., Ltd.
1,100
35,990
Bandai Co., Ltd.
1,400
38,107
Bank of Yokohama Ltd.
29,000
181,258
Bellsystem24, Inc.
50
10,539
Benesse Corp.
1,900
62,338
Bridgestone Corp.
18,000
338,175
Canon, Inc.
23,000
1,212,024
Capcom Co., Ltd.
600
6,604
Casio Computer Co., Ltd.
6,000
90,840
Central Glass Co., Ltd.
3,000
25,404
Central Japan Railway Co.
29
246,905
Chubu Electric Power Co., Inc.
18,300
386,578
Chugai Pharmaceutical Co., Ltd.
7,000
109,829
Citizen Watch Co., Ltd.
8,000
90,620
COMSYS Holdings Corp.
3,000
24,360
Credit Saison Co., Ltd.
3,500
105,210
CSK Corp.
2,000
97,145
Dai Nippon Printing Co., Ltd.
18,000
287,531
Daicel Chemical Industries Ltd.
6,000
31,508
Daiichi Pharmaceutical Co., Ltd.
8,000
142,602
DAIKIN INDUSTRIES, Ltd.
5,000
134,262
Daimaru, Inc.
4,000
36,365
Dainippon Ink & Chemical, Inc.
21,000
53,888
Daito Trust Construction Co., Ltd.
2,000
76,983
Daiwa House Industry Co., Ltd.
12,000
139,229
Daiwa Securities Group, Inc.
36,000
258,663
Denki Kagaku Kogyo Kabushiki Kaisha
11,000
39,014
Denso Corp.
15,500
360,812
DENTSU, Inc.
36
92,710
Dowa Mining Co., Ltd.
5,000
29,648
East Japan Railway Co.
95
532,832
Ebara Corp.
8,000
39,078
Eisai Co., Ltd.
6,000
172,662
FamilyMart Co., Ltd.
1,000
32,626
FANUC Ltd.
4,300
256,546
Fast Retailing Co., Ltd.
1,600
129,478
Fuji Electric Holdings Co., Ltd.
9,000
24,332
Fuji Photo Film Co., Ltd.
13,000
407,460
Fuji Television Network, Inc.
12
27,494
Fujikura Ltd.
11,000
61,898
Fujisawa Pharmaceutical Co., Ltd.
7,000
165,834
Fujitsu Ltd.
51,000
359,428
Hankyu Department Stores, Inc.
2,000
17,449
Hino Motors Ltd.
4,000
28,960
Hirose Electric Co., Ltd.
800
87,907
Hitachi Chemical Co., Ltd.
1,800
29,578
Hitachi Ltd.
91,000
626,321
Hitachi Software Engineering Co., Ltd.
300
7,011
Hokkaido Electric Power Co., Inc.*
4,000
71,081
Hokugin Financial Group, Inc.
14,000
35,925
Honda Motor Co., Ltd.
22,000
1,060,532
House Food Corp.
3,000
42,396
Hoya Corp.
3,200
334,913
Isetan Co., Ltd.
6,000
86,386
Ishikawajima - Harima Heavy Industries Co., Ltd.*
35,000
57,737
ITO EN, Ltd.
500
23,691
Ito-Yokado Co., Ltd.
10,000
427,989
Itochu Corp.
43,000
193,099
Itochu Techno-Science Corp.
600
25,569
JAFCO Co., Ltd.
600
45,805
Japan Airlines Systems Corp.*
19,000
60,771
Japan Real Estate Investment Corp. (REIT)
3
20,950
Japan Tobacco, Inc.
26
202,062
JFE Holdings, Inc.
15,225
373,247
JGC Corp.
4,000
38,492
JSR Corp.
5,000
93,938
Kajima Corp.
20,000
74,234
Kamigumi Co., Ltd.
4,000
29,070
Kanebo Ltd.*
8,000
7,405
Kaneka Corp.
8,000
75,737
Kansai Electric Power Co., Inc.
21,200
386,444
Kao Corp.
16,000
385,648
Katokichi Co., Ltd.
1,100
21,977
Kawasaki Heavy Industries Ltd.
40,000
64,519
Kawasaki Kisen Kaisha Ltd.
10,000
50,497
Keihin Electric Express Railway Co., Ltd.
12,000
75,113
Keio Electric Railway Co., Ltd.
13,000
74,224
Keyence Corp.
870
198,454
Kikkoman Corp.
3,000
25,734
Kinden Corp.
6,000
37,502
Kinki Nippon Railway Co., Ltd.*
40,900
155,556
Kirin Brewery Co., Ltd.
19,000
187,884
Kobe Steel Ltd.*
55,000
82,161
Kokuyo Corp.
3,000
37,832
Komatsu Ltd.
28,000
169,619
Komori Corp.
2,000
33,048
Konami Co., Ltd.
2,200
55,849
Konica Minolta Holdings, Inc.
10,000
138,020
KOYO SEIKO Co., Ltd.
2,000
23,736
Kubota Corp.
34,000
180,727
Kuraray Co., Ltd.
14,000
114,576
Kuraya Sanseido, Inc.*
1,400
21,145
Kurita Water Industries
3,000
41,103
Kyocera Corp.
4,700
398,864
Kyowa Hakko Kogyo Co., Ltd.
8,000
57,701
Kyushu Electric Power Co.
9,900
184,635
Lawson, Inc.
1,400
57,737
Leopalace21 Corp.*
2,000
37,392
Mabuchi Motor Co., Ltd.
700
51,899
Makita Corp.
2,000
29,987
Marubeni Corp.
40,000
98,245
Marui Co., Ltd.
10,000
134,720
Matsushita Electric Industrial Co., Ltd.
62,614
888,870
Matsushita Electric Works Ltd.
7,000
63,511
Meiji Dairies Corp.
3,000
16,634
Meiji Seika Kaisha Ltd.
9,000
40,086
Meitec Corp.
1,100
43,550
Millea Holdings, Inc.
42
623,562
Minebea Co., Ltd.
8,000
37,245
Mitsubishi Chemical Corp.
52,000
138,203
Mitsubishi Corp.
33,000
320,579
Mitsubishi Electric Corp.
49,000
240,700
Mitsubishi Estate Co., Ltd. (REIT)
29,000
359,859
Mitsubishi Gas & Chemical Co.
7,000
28,997
Mitsubishi Heavy Industries Ltd.
85,000
230,582
Mitsubishi Logistics Corp.
3,000
28,429
Mitsubishi Materials Corp.
23,000
51,643
Mitsubishi Rayon Co., Ltd.
17,000
66,059
Mitsubishi Tokyo Financial Group, Inc.
126
1,166,292
Mitsui & Co.
35,000
262,063
Mitsui Chemicals, Inc.
13,000
65,051
Mitsui Engineering & Shipbuilding Co., Ltd.
14,000
24,506
Mitsui Fudosan Co., Ltd. (REIT)
20,000
239,747
Mitsui Mining & Smelting Co., Ltd.
11,000
51,313
Mitsui O.S.K. Lines, Ltd.
22,000
115,731
Mitsui Sumitomo Insurance Co., Ltd.
37,260
350,011
Mitsui Trust Holdings, Inc.
14,100
103,377
Mitsukoshi Ltd.
15,000
83,307
Mitsumi Electric Co., Ltd.
900
10,409
Mizuho Financial Group, Inc.
214
970,811
Murata Manufacturing Co., Ltd.
6,500
370,527
Namco Ltd.
1,100
30,848
NEC Corp.
48,000
337,845
NEC Electronics Corp.
1,000
61,403
Net One Systems Co., Ltd.
10
38,950
NGK Insulators Ltd.
7,000
56,518
NGK Spark Plug Co., Ltd.
4,000
38,382
Nichii Gakkan Co.
300
13,664
Nichirei Corp.
9,000
31,673
Nidec Corp.
1,100
112,707
Nikko Cordial Corp.
39,000
189,076
Nikon Corp.
7,000
78,779
Nintendo Co., Ltd.
3,000
347,798
Nippon Building Fund, Inc.
7
50,488
Nippon Express Co., Ltd.
26,000
152,500
Nippon Meat Packers, Inc.
5,000
61,586
Nippon Mining Holdings, Inc.
13,000
64,217
Nippon Oil Co., Ltd.
40,000
251,844
Nippon Sheet Glass Co., Ltd.
10,000
39,591
Nippon Steel Corp.
173,000
363,076
Nippon Telegraph and Telephone Corp.
148
790,762
Nippon Unipac Holdings
25
130,825
Nippon Yusen Kabushiki Kaisha
28,000
129,075
Nishimatsu Construction Co., Ltd.
5,000
17,459
Nissan Chemical Industries, Ltd.
3,000
24,112
Nissan Motor Co., Ltd.
70,000
778,170
Nisshin Seifun Group, Inc.
4,000
40,618
Nisshin Steel Co., Ltd.*
13,000
26,330
Nisshinbo Industries
2,000
15,048
Nissin Food Products Co., Ltd.
2,800
72,364
Nitto Denko Corp.
4,700
240,352
NOK Corp.*
2,200
81,657
Nomura Holdings, Inc.
53,000
784,448
Nomura Research Institute, Ltd.
500
53,292
NSK Ltd.
13,000
64,693
NTN Corp.
9,000
45,530
NTT Data Corp.
37
119,360
NTT DoCoMo, Inc.
554
990,056
Obayashi Corp.
16,000
86,074
Obic Co., Ltd.
200
42,616
Odakyu Electric Railway Co., Ltd.*
15,000
81,382
OJI Paper Co., Ltd.
26,000
166,797
Oki Electric Industry Co.*
10,000
40,233
Okumura Corp.
1,000
5,261
Olympus Corp.
8,000
151,033
Omron Corp.
6,000
140,494
Onward Kashiyama Co.
4,000
64,153
Oracle Corp. Japan
1,100
60,991
Oriental Land Co., Ltd.
1,300
85,424
ORIX Corp.
2,400
274,939
Osaka Gas Co.
58,000
161,059
Pioneer Corp.
5,400
139,559
Promise Co., Ltd.
2,200
146,781
Q.P. Corp.
2,000
17,321
Rakuten, Inc.*
9
68,707
Resona Holdings, Inc.*
125,000
222,243
Ricoh Co., Ltd.
19,000
403,977
ROHM Co., Ltd.
3,000
359,071
Sammy Corp.*
600
28,649
Sanken Electric Co., Ltd.*
2,000
26,101
Sankyo Co., Ltd.
11,000
238,418
Sankyo Co., Ltd.
900
36,705
Sanyo Electric Co., Ltd.
44,000
181,057
Sapporo Holdings Ltd.
5,000
18,329
Secom Co., Ltd.
5,900
250,351
Sega Corp.*
2,300
29,510
Seiko Epson Corp.
2,300
83,682
Seino Transportation Co.
2,000
20,657
Sekisui Chemical Co., Ltd.
14,000
118,169
Sekisui House Ltd.
13,000
144,279
Seven-Eleven Japan Co., Ltd.
11,000
358,887
Sharp Corp.
27,000
431,297
Shimachu Co., Ltd.
700
19,021
Shimamura Co., Ltd.
600
52,019
Shimano, Inc.
3,100
73,867
SHIMIZU Corp.
13,000
58,855
Shin-Etsu Chemical Co., Ltd.
10,500
375,292
Shinsei Bank, Ltd.*
13,000
82,922
Shionogi & Co., Ltd.
8,000
137,543
Shiseido Co., Ltd.
9,000
113,412
Showa Denko KK
19,000
47,537
Showa Shell Sekiyu KK
5,000
44,953
SKYLARK Co., Ltd.
2,000
40,141
SMC Corp.
1,500
162,214
Snow Brand Milk Products Co., Ltd.*
1,500
5,073
Softbank Corp.
6,900
303,533
Sompo Japan Insurance, Inc.
19,000
194,153
Sony Corp.
25,600
964,267
Stanley Electric Co., Ltd.
3,300
55,164
Sumitomo Bakelite Co., Ltd.
2,000
14,004
Sumitomo Chemical Co., Ltd.
41,000
191,257
Sumitomo Corp.
24,000
174,202
Sumitomo Electric Industries Ltd.
17,000
173,404
Sumitomo Heavy Industries Ltd.*
18,000
56,418
Sumitomo Metal Industries Ltd.
120,000
141,869
Sumitomo Metal Mining Co., Ltd.
17,000
110,929
Sumitomo Mitsui Finance Group, Inc.
114
781,487
Sumitomo Osaka Cement Co., Ltd.
12,000
32,993
Sumitomo Realty & Development Co., Ltd.
13,000
161,078
Suzuken Co., Ltd.
900
27,961
T&D Holdings, Inc.*
3,700
184,805
Taiheiyo Cement Corp.
29,000
72,291
Taisei Corp.
25,000
94,396
Taisho Pharmaceutical Co., Ltd.
5,000
110,892
Taiyo Yuden Co., Ltd.
2,000
28,172
Takara Holdings, Inc.
4,000
32,260
Takashimaya Co., Ltd.
9,000
104,092
Takeda Chemical Industries, Ltd.
25,000
1,097,466
Takefuji Corp.
1,870
135,561
TDK Corp.
3,200
242,826
Teijin Ltd.
23,000
86,001
Teikoku Oil Co., Ltd.
4,000
21,519
Terumo Corp.
5,300
132,846
The 77 Bank, Ltd.
8,000
54,548
The Bank of Fukuoka, Ltd.
13,000
77,084
The Chiba Bank, Ltd.
17,000
104,074
The Furukawa Electric Co., Ltd.*
13,000
55,519
The Gunma Bank Ltd.
10,000
50,406
The Joyo Bank Ltd.
16,000
71,118
The Shizuoka Bank Ltd.
17,000
150,190
The Sumitomo Trust & Banking Co., Ltd.
30,000
213,628
The Suruga Bank, Ltd.
4,000
30,647
THK Co., Ltd.
1,800
34,065
TIS, Inc.
600
25,679
Tobu Railway Co., Ltd.
20,000
87,614
Toda Corp.
6,000
24,580
Toho Co., Ltd.
4,300
62,501
Tohoku Electric Power Co., Inc.
11,200
188,660
Tokyo Broadcasting System, Inc.
1,000
17,596
Tokyo Electric Power Co.
32,600
739,449
Tokyo Electron Ltd.
4,800
269,221
Tokyo Gas Co., Ltd.
70,000
248,270
Tokyo Style Co., Ltd.
2,000
22,838
Tokyu Corp.
28,000
143,445
TonenGeneral Sekiyu K.K.
7,000
59,983
Toppan Printing Co., Ltd.
17,000
192,412
Toray Industries, Inc.
38,000
179,004
Toshiba Corp.
87,000
350,025
Tosoh Corp.
15,000
54,163
Tostem Inax Holding Corp.
7,848
169,381
Toto Ltd.
10,000
105,210
Toyo Seikan Kaisha Ltd.
4,000
68,698
Toyo Suisan Kaisha Ltd.
1,000
13,151
Toyobo Co., Ltd.
20,000
50,222
Toyoda Gosei Co., Ltd.
900
21,239
Toyota Industries Corp.
4,700
112,853
Toyota Motor Corp.
80,000
3,240,618
Trend Micro, Inc.
2,500
110,892
Ube Industries Ltd.*
13,000
20,254
UFJ Holdings, Inc.*
108
477,075
Uni-Charm Co.
1,400
69,798
UNY Co., Ltd.
4,000
51,212
Ushio, Inc.
2,000
36,072
USS Co., Ltd.
400
34,422
Wacoal Corp.
4,000
42,524
West Japan Railway Corp.
50
201,622
World Co., Ltd.
1,300
39,555
Yahoo Japan Corp.*
28
272,007
Yakult Honsha Co., Ltd.
4,000
57,921
Yamada Denki Co., Ltd.
3,000
111,900
Yamaha Corp.
4,000
65,619
Yamaha Motor Co., Ltd.
3,000
46,712
Yamaichi Securities Co., Ltd.*
14,000
0
Yamanouchi Pharmaceutical Co., Ltd.
9,300
312,798
Yamato Transport Co., Ltd.
13,000
212,189
Yamazaki Baking Co., Ltd.
5,000
49,122
Yokogawa Electric Corp.
5,000
66,673
(Cost $45,710,321)

51,308,824

Luxembourg 0.1%
Arcelor (Cost $144,932)
10,465

175,705

Netherlands 4.8%
ABN ARMO Holding NV
43,033
941,363
Aegon NV
38,778
467,546
Akzo Nobel NV
7,602
279,596
ASML Holding NV*
13,644
230,906
Corio NV
1,313
55,911
DSM NV
1,953
95,829
Euronext NV
2,162
60,236
European Aeronautic & Space Co.
7,243
201,623
Fortis Bank Nederland NV*
50
0
Getronics NV*
10,114
27,687
Hagemeyer NV*
11,637
24,635
Heineken NV
6,512
213,996
IHC Caland NV
572
26,605
ING Groep NV
48,302
1,140,073
James Hardie Industries NV
10,043
41,976
Koninklijke (Royal) Philips Electronics NV
36,295
977,224
Koninklijke Ahold NV (ADR)
11,830
93,812
Koninklijke Ahold NV (ADR)*
31,661
248,456
Koninklijke KPN NV
55,507
422,754
Koninklijke Numico*
4,324
138,938
Koninklijke Vendex KBB NV*
1,497
27,939
Oce NV
1,190
19,256
Qiagen NV*
3,029
35,710
Randstad Holdings NV*
595
16,310
Reed Elsevier NV
19,130
268,588
Rodamco Europe NV
1,277
77,139
Royal Dutch Petroleum Co.
57,189
2,934,842
STMicroelectronics NV
16,668
365,633
TPG NV
9,305
212,607
Unilever NV
15,759
1,075,616
Vedior NV
5,000
72,877
VNU NV
6,262
181,857
Wereldhave NV
229
18,834
Wolters Kluwer NV
6,608
119,951
(Cost $10,521,402)

11,116,325

New Zealand 0.2%
Auckland International Airport Ltd.
5,780
24,740
Carter Holt Harvey Ltd.
23,574
30,989
Contact Energy Ltd.
7,349
27,349
Fisher & Paykel Appliances Holdings Ltd.
4,480
12,973
Fisher & Paykel Corp., Ltd.
2,321
19,456
Fletcher Building Ltd.
13,125
37,924
Independent Newspapers Ltd.
2,860
8,536
NGC Holdings Ltd.
3,106
5,622
Sky City Entertainment Group Ltd.
11,722
35,657
Sky Network Television Ltd.*
2,305
7,407
Telecom Corp. of New Zealand Ltd.
51,540
192,455
Tenon Ltd.*
191
232
The Warehouse Group Ltd.
3,494
9,430
Tower Ltd.*
6,155
6,684
(Cost $263,867)

419,454

Norway 0.5%
Aker Kvaerner ASA*
1,102
17,290
DNB NOR ASA
19,450
132,725
Frontline Ltd.
1,300
44,731
Norsk Hydro ASA
4,000
259,973
Norske Skogindustrier ASA
2,800
49,888
Orkla ASA
5,614
140,522
Petroleum Geo-Services ASA*
400
16,360
Schibsted ASA
1,200
21,510
Smedvig ASA
900
9,900
Statoil ASA
11,950
151,713
Storebrand ASA
6,450
44,107
Tandberg ASA
3,600
38,044
Telenor ASA
22,350
155,417
Tomra Systems ASA
5,300
25,003
Yara International ASA*
5,550
44,839
(Cost $760,426)

1,152,022

Portugal 0.3%
Banco BPI SA
9,159
33,430
Banco Comercial Portugues SA
51,674
120,709
Banco Espirito Santo e Comercial de Lisboa SA
3,035
50,329
Brisa-Auto Estrada de Portugal SA
9,964
71,888
CIMPOR-Cimentos de Portugal
4,045
19,685
Electricidade de Portugal
47,548
133,053
Jeronimo Martins, SA*
1,209
13,532
Jeronimo Martins, SGPS, SA*
379
4,243
Portugal Telecom SGPS SA (Registered)
24,112
260,209
PT Multimedia Servicos
861
18,856
Sonae SGPS SA
24,104
26,394
(Cost $634,072)

752,328

Singapore 0.7%
Capitaland Ltd.
27,750
22,072
CapitaMall Trust*
13,000
12,831
Chartered Semiconductors Manufacturing Ltd.*
26,400
21,458
City Developments Ltd.
13,000
40,756
ComfortDelGro Corp., Ltd.
40,000
28,564
Creative Technologies Ltd.
1,000
10,508
Datacraft Asia Ltd.*
4,000
4,040
DBS Group Holdings Ltd.
30,513
255,094
Fraser And Neave Ltd.
4,860
39,502
Haw Par Corp., Ltd.
4,245
12,569
Jardine Cycle & Carriage Ltd.
1,759
6,536
Keppel Corp.
13,750
56,279
Keppel Land Ltd.
1,000
935
Neptune Orient Lines Ltd.
26,000
35,624
Oversea-Chinese Banking Corp., Ltd. (Foreign Registered)
26,337
185,014
Overseas Union Enterprises
3,000
12,279
Parkway Holdings Ltd.
9,000
5,852
SembCorp. Industries Ltd.
31,329
24,373
SembCorp. Logistics Ltd.
5,000
5,341
SembCorp. Marine Ltd.
10,000
5,515
Singapore Airlines Ltd.
15,000
97,535
Singapore Exchange Ltd.
13,000
12,680
Singapore Post Ltd.
28,000
14,305
Singapore Press Holdings Ltd.
43,758
105,683
Singapore Technologies Engineering Ltd.
33,000
39,850
Singapore Telecommunications Ltd.
174,000
227,293
ST Assembly Test Services Ltd.*
5,000
4,122
United Overseas Bank Ltd.
32,448
252,433
United Overseas Land Co.
13,000
17,585
Venture Corp., Ltd.
6,000
62,701
Wing Tai Holdings Ltd.
16,333
7,823
(Cost $1,448,916)

1,627,152

Spain 3.3%
Abertis Infraestructuras SA
6,612
115,197
Acciona SA
871
54,151
Acerinox SA
1,459
83,057
ACS, Actividades de Construccion y Servicios, SA
8,190
138,007
Altadis SA
7,749
239,467
Amadeus Global Travel Distribution SA "A"
9,365
61,413
Antena 3 Television SA*
418
22,122
Banco Bilbao Vizcaya Argentaria, SA
88,653
1,184,299
Banco Popular Espanol SA
4,263
240,761
Banco Santander Central Hispano SA
118,069
1,225,323
Corporacion Mapfre SA
3,256
39,891
Endesa SA
26,249
505,864
Fomento de Construcciones y Contratas SA
1,152
42,692
Gamesa Corporacion Tecnologica SA
1,941
28,598
Gas Natural SDG SA
4,539
108,736
Grupo Ferrovial
1,654
68,862
Iberdrola SA
21,280
449,197
Iberia Lineas Aereas de Espana SA
6,671
19,154
Indra Sistemas SA
2,647
33,751
Industria de Diseno Textil SA*
5,994
137,539
Metrovacesa, SA
728
27,865
NH Hoteles, SA
1,973
21,700
Promotora de Informaciones SA (Prisa)
2,251
39,327
Repsolf YPF, SA*
25,360
555,376
Sacyr Vallehermoso SA
2,869
39,269
Sociedad General de Aguas de Barcelona SA "A"*
1,657
28,224
Sogecable SA*
1,182
47,672
Telefonica Publicidad e Informacion SA
1,980
13,129
Telefonica SA
129,323
1,911,691
Union Fenosa SA
5,422
115,640
Zeltia SA*
3,485
23,871
(Cost $5,621,829)

7,621,845

Sweden 2.1%
Alfa Laval AB
900
14,277
Assa Abloy AB "B"
8,300
106,051
Atlas Copco AB "A"
3,171
117,656
Atlas Copco AB "B"
1,942
66,383
Axfood AB
500
12,844
Billerud
1,000
16,328
Capio AB*
2,100
20,351
Castellum AB
700
16,819
Drott AB*
1,900
24,718
Electrolux AB
7,885
151,253
Eniro AB
4,700
35,876
Gambro AB "A"
5,000
48,454
Gambro AB "B"
2,500
24,061
Getinge AB "B"
4,700
55,529
Hennes & Mauritz AB "B"
13,150
339,532
Hoganas AB "B"
600
14,695
Holmen AB "B"
1,400
40,515
Lundin Petroleum AB*
3,500
18,585
Modern Time Group AB "B"*
1,200
23,258
Nordea AB*
60,114
432,923
OM Hex AB*
1,800
21,565
Sandvik AB
6,100
208,112
SAS AB*
1,500
11,450
Scania AB "B"*
2,500
84,960
Securitas AB "B"
8,000
99,828
Skandia Forsakrings AB
29,000
120,112
Skandinaviska Enskilda Banken "A"
12,960
187,528
Skanska AB "B"
10,400
91,465
SKF AB "B"
2,700
99,105
SSAB Svenskt Stal AB "B"
100
1,626
SSAB Svenskt Stal AB "A"
1,800
30,347
Svenska Cellulosa AB "B"
5,466
207,525
Svenska Handelsbanken AB "A"
15,300
306,693
Swedish Match AB
9,865
100,838
Tele2 AB "B"
2,500
109,519
Telefonaktiebolaget LM Ericsson "B"*
404,000
1,190,609
TeliSonera AB
50,551
214,070
TeliSonera AB
1,600
6,716
Trelleborg AB "B"
2,300
39,692
Volvo AB "A"
2,810
94,189
Volvo AB "B"
6,280
218,422
WM-Data AB "B"
7,800
17,499
(Cost $3,227,989)

5,041,978

Switzerland 6.5%
ABB Ltd. (Registered)*
45,595
249,382
ABB Ltd.*
7,601
41,774
Adecco SA*
3,838
191,226
Ciba Specialty Chemicals AG (Registered)
2,000
144,043
Clariant AG (Registered)
6,750
98,631
Compagnie Financiere Richemont AG "A"
14,782
385,956
Credit Suisse Group (Registered)*
31,433
1,116,870
Geberit AG (Registered)
50
33,336
Givaudan
222
128,513
Holcim Ltd. (Registered)
5,150
280,034
Kudelski SA (Bearer)*
1,000
28,745
Kuoni Reisen AG (Registered) "B"
10
4,304
Logitech International SA (Registered)*
1,100
50,064
Lonza Group AG (Registered)
1,150
58,262
Nestle SA (Registered)
11,096
2,959,169
Nobel Biocare Holding AG (Bearer)
600
93,900
Nobel Biocare Holding AG
100
15,691
Novartis AG (Registered)
65,470
2,888,229
Roche Holding AG
19,351
1,915,941
Serono SA (Bearer)
200
125,998
SGS Holdings SA (Registered)
125
68,269
Straumann SA (Registered)*
57
11,446
Sulzer AG (Registered)
105
29,847
Swatch Group AG (Bearer)
850
110,627
Swatch Group AG (Registered)
1,800
48,004
Swiss Re (Registered)
9,010
585,247
Swisscom AG (Registered)
760
251,230
Syngenta AG (Registered)*
2,933
245,900
Synthes, Inc.
1,368
155,926
UBS AG (Registered)
30,940
2,180,178
Unaxis Holding AG (Registered)
276
31,073
Valora Holding AG (Registered)
90
20,732
Zurich Financial Services AG
4,038
637,587
(Cost $11,183,103)

15,186,134

United Kingdom 22.8%
3i Group PLC
16,664
185,098
Aegis Group PLC
20,907
34,029
Alliance Unichem PLC
4,827
57,118
AMEC PLC
7,045
34,879
Amvescap PLC
23,728
161,796
ARM Holdings PLC
25,576
55,658
Associated British Ports Holdings PLC
7,056
51,728
AstraZeneca Group PLC
6,372
289,292
AstraZeneca PLC
40,253
1,805,990
Aviva PLC
61,798
637,682
BAA PLC
32,033
321,538
BAE Systems PLC
91,325
363,117
Balfour Beatty PLC
8,113
39,063
Barclays PLC
180,534
1,537,954
Barratt Developments PLC
8,077
86,348
BBA Group PLC
16,408
81,085
Berkeley Group PLC
4,489
100,742
BG Group PLC
101,276
623,998
BHP Billiton PLC
71,229
618,096
BOC Group PLC
15,268
255,565
Boots Group PLC
23,185
289,276
BP PLC
603,456
5,329,569
BPB PLC*
10,824
80,235
Brambles Industries PLC
24,199
93,475
British Airways PLC*
19,365
96,751
British America Tobacco PLC
42,515
658,828
British Land PLC
14,835
186,574
British Sky Broadcasting Group PLC
35,635
401,962
BT Group PLC
243,950
878,170
Bunzl PLC
14,569
121,470
Cable and Wireless PLC*
58,446
137,524
Cadbury Schweppes PLC
58,757
506,939
Capita Group PLC
23,012
132,917
Carnival PLC
5,128
249,044
Cattles PLC
6,367
36,603
Celltech Group PLC*
6,093
60,663
Centrica PLC
119,468
486,391
Close Brothers Group PLC
2,533
35,692
Cobham PLC
2,233
56,572
Compass Group PLC
61,081
372,742
Corus Group PLC*
108,255
78,037
Daily Mail & General Trust "A"
7,052
93,166
De La Rue PLC
2,911
18,226
Diageo PLC
83,854
1,130,635
Dixons Group PLC
64,513
193,333
Electrocomponents PLC
16,012
103,665
EMAP PLC
5,822
78,131
EMI Group PLC
18,815
83,170
Enterprise Inns PLC
6,878
71,721
Exel PLC
8,776
122,070
Firstgroup PLC
8,522
43,350
FKI PLC
16,691
37,155
Friends Provident PLC
38,296
101,918
George Wimpey PLC
7,301
48,857
GKN PLC
17,946
81,525
GlaxoSmithKline PLC
162,504
3,288,863
Grafton Group PLC*
5,343
42,579
Great Portland Estates PLC
307
1,436
GUS PLC
28,788
441,410
Hammerson PLC
6,081
76,809
Hanson PLC
19,402
133,441
Hays PLC
56,416
125,586
HBOS PLC
105,566
1,306,605
Hilton Group PLC
49,173
246,124
HSBC Holdings PLC
301,049
4,476,809
ICAP PLC*
9,419
46,461
IMI PLC
10,076
67,884
Imperial Chemical Industries PLC
28,808
120,421
Imperial Tobacco Group PLC
21,054
453,595
Inchcape PLC*
1,492
47,432
InterContinental Hotels Group PLC
20,435
215,868
Invensys PLC*
153,281
50,036
ITV PLC
126,128
264,187
J Sainsbury PLC
39,317
203,031
Johnson Mathey PLC
5,236
87,501
Kelda Group PLC
8,259
74,926
Kesa Electricals PLC
14,930
78,316
Kidde PLC
13,274
28,767
Kingfisher PLC
69,014
358,262
Land Securities Group PLC
14,097
296,297
Legal & General Group PLC
194,274
334,700
Liberty International PLC
5,389
74,372
Lloyds TSB Group PLC
153,158
1,199,194
LogicaCMG PLC
17,235
57,198
London Stock Exchange PLC*
5,891
39,101
Man Group PLC
7,634
197,696
Marconi Corp. PLC*
4,779
59,237
Marks & Spencer Group PLC
64,133
421,897
MFI Furniture Group PLC
10,649
29,209
Misys PLC
15,595
55,997
Mitchells & Butlers PLC
14,424
72,850
National Express Group PLC*
2,508
30,655
National Grid Transco PLC
87,747
677,095
National Power PLC*
29,638
75,517
Next PLC
7,611
196,410
Novar PLC
3,491
7,787
Pearson PLC
23,085
280,493
Persimmon PLC
7,851
89,983
Pilkington PLC
24,287
42,943
Provident Financial PLC
5,748
62,596
Prudential Corp. PLC
58,350
502,105
Punch Taverns PLC
5,042
46,541
Rank Group PLC
12,851
69,916
Reckitt Benkiser PLC
17,351
491,185
Reed Elsevier PLC
37,599
365,476
Rentokil Initial PLC
61,917
162,254
Reuters Group PLC
43,825
294,461
Rexam PLC
13,590
110,473
Rio Tinto PLC
30,346
729,730
RMC Groupl PLC
5,987
65,905
Rolls- Royce PLC
48,091
219,559
Royal & Sun Alliance Insurance Group PLC
69,098
103,380
Royal Bank of Scotland Group PLC
81,285
2,340,876
SABMiller PLC
19,783
255,979
Schroders PLC*
5,472
60,831
Scottish & Newcastle PLC
19,477
153,384
Scottish & Southern Energy PLC
24,539
303,277
Scottish Power PLC
54,737
395,821
Serco Group PLC
13,638
52,680
Severn Trent PLC
8,356
120,623
Shell Transport & Trading Co., PLC
264,695
1,941,698
Signet Group PLC
38,960
80,899
Slough Estates PLC
12,154
98,910
Smith & Nephew PLC
25,569
275,202
SmithKline Industries PLC*
17,422
235,855
SSL International PLC
3,036
15,361
Stagecoach Group PLC
25,112
40,759
Tate & Lyle PLC
9,166
54,854
Taylor Woodrow PLC
12,869
59,978
Tesco PLC
213,972
1,033,152
The Peninsular and Oriental Steam Navigation Co.
16,244
64,809
The Sage Group PLC*
29,135
98,540
TI Automotive Ltd.*
11,991
0
Tomkins PLC
25,788
128,374
Trinity Mirror PLC*
6,568
77,422
Unilever PLC
78,614
771,285
United Business Media PLC
7,063
64,940
United Utilities PLC
13,986
131,510
United Utilities PLC
7,770
46,888
Vodafone Group PLC
1,853,179
4,058,117
Whitbread PLC
6,946
103,607
William Hill PLC
9,896
99,423
Wolseley PLC
17,746
275,159
WPP Group PLC
31,678
321,709
Yell Group PLC
17,708
110,711
(Cost $46,124,875)

53,408,326

Total Common Stocks (Cost $177,516,543)

212,705,131


Preferred Stock 0.5%

Australia 0.3%
The News Corp., Ltd. (Cost $514,278)
75,108

614,762

Germany 0.2%
Fresenius Medical Care AG
500
26,760
Henkel KGaA
1,626
138,835
Porsche AG
200
133,844
ProSiebensat. 1 Media AG
2,800
50,588
RWE AG
1,035
41,693
Volkswagen AG
2,700
78,051
(Cost $406,460)

469,771

New Zealand 0.0%
Tenon Ltd. (Cost $2,651)
3,571

4,331

Switzerland 0.0%
Schindler Holding AG (Cost $5,888)
30

8,612

Total Preferred Stock (Cost $929,277)

1,097,476


Other Investments 0.0%

IShares MSCI EAFE Index Fund (Cost $39,689)
280

40,040



Principal Amount ($)

Value ($)



US Government Backed 0.6%

US Treasury Bill:

1.035%**, 7/22/2004 (c)

100,000
99,935

1.761%**, 7/22/2004 (c)

1,260,000
1,257,050
Total US Government Backed (Cost $1,356,927)

1,356,985



Shares

Value ($)



Cash Equivalents 3.7%

Cash Management Fund Institutional, 0.96% (Cost $8,689,566) (b)
8,689,566

8,689,566



% of Net Assets

Value ($)



Total Investment Portfolio (Cost $188,532,002) (a)
95.8

223,889,198

Other Assets and Liabilities, Net
4.2

9,874,593

Net Assets
100.0

233,763,791


* Non-income producing security.
** Annualized yield at time of purchase; not a coupon rate.
(a) The cost for federal income tax purposes was $193,458,910. At June 30, 2004, net unrealized appreciation for all securities based on tax cost was $30,430,288. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $43,696,096 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $13,265,808.
(b) Cash Management Fund Institutional is an affiliated fund and is also managed by Deutsche Asset Management, Inc. The rate is the annualized seven-day yield.
(c) At June 30, 2004, these securities have been segregated, in whole or in part, to cover initial margin requirements for open futures contracts.
(d) Affiliated Issuer. This security is owned in proportion with its representation in the index.
At June 30, 2004, open futures contracts purchased were as follows:

Futures

Expiration Date

Contracts

Aggregate Face Value ($)

Value ($)

Unrealized Appreciation (Depreciation) ($)

Hang Seng Index

7/29/2004

7

$ 534,481 $ 551,488 $ 17,007
Nikkei 225

9/9/2004

45

2,579,895 2,695,500 115,605
DJ Euro Stoxx 50 Index

9/17/2004

237

8,100,564 8,122,709 22,145
SPI 200 Index

9/16/2004

16

967,800 985,271 17,471
FTSE 100 Index

9/17/2004

57

4,664,548 4,621,650 (42,898)
TOPIX Index

9/9/2004

15

1,576,319 1,636,576 60,257
Total Net Unrealized Appreciation

$ 189,587


The accompanying notes are an integral part of the financial statements.


Financial Statements


Statement of Assets and Liabilities as of June 30, 2004 (Unaudited)

Assets
Investments:

Investments in securities, at value (cost $179,842,436)

$ 215,199,632

Investment in Cash Management Fund Institutional (cost $8,689,566)

8,689,566
Total investments in securities, at value (cost $188,532,002)
223,889,198
Foreign currency, at value, (cost $6,273,438)
6,235,944
Receivable for investments sold
93,719
Dividends receivable
460,516
Interest receivable
7,387
Receivable for variation margin on open futures contracts
2,874,998
Foreign taxes recoverable
254,085
Unrealized appreciation on forward foreign currency exchange contracts
39,664
Other assets
1,377
Total assets
233,856,888
Liabilities
Due to custodian bank
4,224
Accrued advisory fee
19,947
Payable for investments purchased
16,068
Unrealized depreciation on forward foreign currency exchange contracts
19,595
Other accrued expenses and payables
33,263
Total liabilities
93,097
Net assets, at value

$ 233,763,791


The accompanying notes are an integral part of the financial statements.



Statement of Operations for the six months ended June 30, 2004 (Unaudited)

Investment Income
Dividends (net of foreign taxes withheld of $470,510)
$ 3,509,052
Dividends from Cash Management Fund Institutional
46,024
Interest
244,821
Total income
3,799,897
Expenses:
Advisory fee
282,256
Administrator service fee
115,418
Auditing
32,330
Legal
2,649
Trustees' fees and expenses
10,075
Other
9,251
Total expenses, before expense reductions
451,979
Expense reductions
(48,054)
Total expenses, after expense reductions
403,925
Net investment income (loss)

3,395,972

Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) from:
Investments
(2,569,961)
Futures
1,615,464
Foreign currency related transactions
1,129,362

174,865
Net unrealized appreciation (depreciation) during the period on:
Investments
8,409,147
Futures
(345,808)
Foreign currency related transactions
(1,233,014)

6,830,325
Net gain (loss) on investment transactions

7,005,190

Net increase (decrease) in net assets resulting from operations

$ 10,401,162


The accompanying notes are an integral part of the financial statements.



Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six Months Ended June 30, 2004

(Unaudited)

Year Ended December 31,

2003

Operations:
Net investment income
$ 3,395,972 $ 3,491,452
Net realized gain (loss) on investment transactions
174,865 951,679
Net unrealized appreciation (depreciation) on investment transactions during the period
6,830,325 56,970,370
Net increase (decrease) in net assets resulting from operations
10,401,162 61,413,501
Capital transactions in shares of beneficial interest:
Proceeds from capital invested
29,329,321 268,471,061
Subscriptions in-kind
- 11,066,674
Value of capital withdrawn
(36,751,002) (246,836,691)
Net increase (decrease) in net assets from capital transactions in shares of beneficial interest
(7,421,681) 32,701,044
Increase (decrease) in net assets
2,979,481 94,114,545
Net assets at beginning of period
230,784,310 136,669,765
Net assets at end of period

$ 233,763,791

$ 230,784,310



The accompanying notes are an integral part of the financial statements.


Financial Highlights


Years Ended December 31,

2004a

2003

2002

2001

2000

1999

Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)
234 231 137 141 172 120
Ratio of expenses before expense reductions (%)
.39* .40 .44 .42 .46 .40
Ratio of expenses after expense reductions (%)
.35* .35 .35 .35 .35 .35
Ratio of net investment income (loss) (%)
2.94* 2.04 1.88 1.73 1.64 1.61
Portfolio turnover rate (%)
19* 6 10 26 52 4
Total Investment Return (%)b,c
4.31** 36.50 (16.58) - - -
a For the six months ended June 30, 2004 (Unaudited).
b Total return would have been lower had certain expenses not been reduced.
c Total investment return for the Portfolio is derived from the performance of the Premier Class of the Scudder EAFE® Equity Index Fund.
* Annualized
** Not annualized


Notes to Financial Statements (Unaudited)


A. Significant Accounting Policies

The EAFE® Equity Index Portfolio (the "Portfolio"), a series of the Scudder Investment Portfolios (the "Trust"), is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company organized as a New York business trust.

The Portfolio's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Portfolio in the preparation of its financial statements.

Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading. Equity securities are valued at the most recent sale price or official closing price reported on the exchange (US or foreign) or over-the-counter market on which the security is traded most extensively. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation.

Money market instruments purchased with an original or remaining maturity of sixty days or less, maturing at par, are valued at amortized cost. Investments in open-end investment companies as well as Cash Management Fund Institutional are valued at their net asset value each business day.

Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Trustees.

Foreign Currency Translations. The books and records of the Portfolio are maintained in US dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into US dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into US dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the US dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gains and losses on investment securities.

Futures Contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (settlement date). The Portfolio may enter into futures contracts as a hedge against anticipated interest rate, currency or equity market changes, and for duration management, risk management and return enhancement purposes.

Upon entering into a futures contract, the Portfolio is required to deposit with a financial intermediary an amount ("initial margin") equal to a certain percentage of the face value indicated in the futures contract. Subsequent payments ("variation margin") are made or received by the Portfolio dependent upon the daily fluctuations in the value of the underlying security and are recorded for financial reporting purposes as unrealized gains or losses by the Portfolio. When entering into a closing transaction, the Portfolio will realize a gain or loss equal to the difference between the value of the futures contract to sell and the futures contract to buy. Futures contracts are valued at the most recent settlement price.

Certain risks may arise upon entering into futures contracts, including the risk that an illiquid secondary market will limit the Portfolio's ability to close out a futures contract prior to the settlement date and that a change in the value of a futures contract may not correlate exactly with the changes in the value of the securities or currencies hedged. When utilizing futures contracts to hedge, the Portfolio gives up the opportunity to profit from favorable price movements in the hedged positions during the term of the contract.

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange contract ("forward currency contract") is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. The Portfolio may enter into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings and to facilitate transactions in foreign currency denominated securities.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. Sales and purchases of forward currency contracts having the same settlement date and broker are offset and any gain (loss) is realized on the date of offset; otherwise, gain (loss) is realized on settlement date. Realized and unrealized gains and losses which represent the difference between the value of a forward currency contract to buy and a forward currency contract to sell are included in net realized and unrealized gain (loss) from foreign currency related transactions.

Certain risks may arise upon entering into forward currency contracts from the potential inability of counterparties to meet the terms of their contracts. Additionally, when utilizing forward currency contracts to hedge, the Portfolio gives up the opportunity to profit from favorable exchange rate movements during the term of the contract.

Federal Income Taxes. The Portfolio is considered a partnership under the Internal Revenue Code. Therefore, no federal income tax provision is necessary.

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Portfolio is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis.

The Portfolio makes a daily allocation of its net investment income and realized and unrealized gains and losses from securities and foreign currency transactions to its investors in proportion to their investment in the Portfolio.

B. Purchases and Sales of Securities

During the six months ended June 30, 2004, purchases and sales of investment securities (excluding short-term investments) aggregated $27,925,472 and $19,694,145, respectively.

C. Related Parties

Scudder Investments is part of Deutsche Asset Management, which is the marketing name in the US for the asset management activities of Deutsche Bank AG. Deutsche Asset Management, Inc. ("DeAM, Inc." or the "Advisor") is the Advisor for the Portfolio and Investment Company Capital Corp. ("ICCC" or the "Administrator") is the Administrator for the Portfolio, both indirect wholly owned subsidiaries of Deutsche Bank AG.

Investment Advisory Agreement. Under the Investment Advisory Agreement, the Advisor directs the investments of the Portfolio in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Portfolio. The advisory fee payable under the Investment Advisory Agreement is equal to an annual rate of 0.25% of the Portfolio's average daily assets, computed and accrued daily and payable monthly.

Northern Trust Investments, N.A. ("NTI"), an indirect subsidiary of Northern Trust Corporation, serves as sub-advisor to the Fund and is paid by the Advisor for its services. The Advisor waives a portion of its advisory fees equivalent to the advisory fees charged on assets invested in the affiliated money market fund, Cash Management Fund Institutional.

In addition, for the six months ended June 30, 2004, the Advisor and Administrator maintained the annualized expenses of the Portfolio at not more than 0.35% of the Portfolio's average daily net assets. The amount of the waiver and whether the Advisor and Administrator waive their fees may vary at anytime without notice to the shareholders.

Accordingly, for the six months ended June 30, 2004, the Advisor did not impose a portion of its advisory fee aggregating $47,182 and the amount imposed aggregated $235,074, which was equivalent to an annualized effective rate of 0.20% of the Portfolio's average daily net assets.

For the six months ended June 30, 2004, the Advisor has agreed to reimburse the Fund an additional $801 for expenses.

Administrator Service Fee. For its services as Administrator, ICCC receives a fee (the "Administrator Service Fee") of 0.10% of the Portfolio's average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2004, the Administrator Service Fee was $115,418, of which $19,094 is unpaid.

Trustees' Fees and Expenses. As compensation for his or her services, each Independent Trustee receives an aggregate annual fee, plus a fee for each meeting attended (plus reimbursement for reasonable out-of-pocket expenses incurred in connection with his or her attendance at board and committee meetings) from each Fund in the Fund Complex for which he or she serves. In addition, the Chairman of the Fund Complex's Audit Committee receives an annual fee for his services. Payment of such fees and expenses is allocated among all such Funds described above in direct proportion to their relative net assets.

Other. The Portfolio may invest in Cash Management Fund Institutional, an open-end management investment company managed by DeAM, Inc.

D. Expense Off-Set Arrangement

The Fund has entered into an agreement with its custodian whereby credits realized as a result of uninvested cash balances were used to reduce a portion of the Fund's custodian expenses. During the six months ended June 30, 2004, pursuant to the Administrative Agreement, the Administrator Service Fee was reduced by $71 for custodian credits earned.

E. Forward Foreign Currency Commitments

As of June 30, 2004, the Portfolio had the following open forward foreign currency exchange contracts:

Contracts to Deliver

In Exchange For

Settlement

Date

Unrealized Appreciation

USD
4,477,302 EUR
3,710,000

7/14/2004

$ 35,196
USD
3,810,043 JPY
415,990,000

7/14/2004

4,468
Total unrealized appreciation
$ 39,664

Contracts to Receive

In Exchange For

Settlement

Date

Unrealized Depreciation

USD
2,928,509 GBP
1,606,000

7/14/2004

$ (19,595)
Total unrealized depreciation
$ (19,595)

Currency Abbreviations

USD
US Dollar

EUR
Euro
JPY
Japanese Yen

GBP
British Pounds

F. Line of Credit

The Portfolio and several other affiliated funds (the "Participants") share in a $1.25 billion revolving credit facility administered by JP Morgan Chase Bank for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated, based upon net assets, among each of the Participants. Interest is calculated at the Federal Funds Rate plus 0.5 percent. The Portfolio may borrow up to a maximum of 33 percent of its net assets under the agreement.

G. Regulatory Matters and Litigation

Since at least July 2003, federal, state and industry regulators have been conducting ongoing inquiries and investigations ("inquiries") into the mutual fund industry, and have requested information from numerous mutual fund companies, including Scudder Investments. We are unable to determine what the outcome of these inquiries will be or what the effect, if any, would be on the funds or their advisors. Publicity about mutual fund practices arising from these industry-wide inquiries serves as the general basis of a number of private lawsuits against the Scudder funds. These lawsuits, which previously have been reported in the press, involve purported class action and derivative lawsuits, making various allegations and naming as defendants various persons, including certain Scudder funds, Deutsche Asset Management ("DeAM") and its affiliates, certain individuals, including in some cases Fund Trustees/Directors, and other parties. DeAM has undertaken to bear all liabilities and expenses incurred by the Scudder funds in connection with these lawsuits, or other lawsuits or regulatory actions that may be filed making allegations similar to these lawsuits regarding fund valuation, market timing, revenue sharing or other subjects of the pending inquiries. Based on currently available information, DeAM believes the likelihood that the pending lawsuits will have a material adverse financial impact on a Scudder fund is remote and such actions are not likely to materially affect its ability to perform under its investment management agreements with the Scudder funds.


Account Management Resources


Automated Information Lines

ScudderACCESS (800) 972-3060

Personalized account information, information on other Scudder funds and services via touchtone telephone and for Classes A, B, and C only, the ability to exchange or redeem shares.

Web Site

scudder.com

View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about Scudder funds, subscription to fund updates by e-mail, retirement planning information, and more.

For More Information

(800) 621-1048

To speak with a Scudder service representative.

Written Correspondence

Scudder Investments

PO Box 219356
Kansas City, MO 64121-9356

Proxy Voting

A description of the fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 is available on our Web site - scudder.com (type "proxy voting" in the search field) - or on the SEC's Web site - www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 621-1048.

Principal Underwriter

If you have questions, comments or complaints, contact:

Scudder Distributors, Inc.

222 South Riverside Plaza
Chicago, IL 60606-5808

(800) 621-1148

Premier Class

Nasdaq Symbol

BTAEX

CUSIP Number

81111W 105

Fund Number

558


Privacy Statement


This privacy statement is issued by Deutsche Investment Management Americas Inc., Deutsche Asset Management, Inc., Scudder Distributors, Inc., Scudder Investor Services, Inc., Scudder Trust Company and the Scudder Funds.

We never sell customer lists or individual client information. We consider privacy fundamental to our client relationships and adhere to the policies and practices described below to protect current and former clients' information. Internal policies are in place to protect confidentiality, while allowing client needs to be served. Only individuals who need to do so in carrying out their job responsibilities may access client information. We maintain physical, electronic and procedural safeguards that comply with federal standards to protect confidentiality. These safeguards extend to all forms of interaction with us, including the Internet.

In the normal course of business, clients give us nonpublic personal information on applications and other forms, on our websites, and through transactions with us or our affiliates. Examples of the nonpublic personal information collected are name, address, Social Security number and transaction and balance information. To be able to serve our clients, certain of this client information is shared with affiliated and nonaffiliated third party service providers such as transfer agents, custodians, and broker-dealers to assist us in processing transactions and servicing your account with us. In addition, we may disclose all of the information we collect to companies that perform marketing services on our behalf or to other financial institutions with which we have joint marketing agreements. The organizations described above that receive client information may only use it for the purpose designated by the Scudder Companies listed above.

We may also disclose nonpublic personal information about you to other parties as required or permitted by law. For example, we are required or we may provide information to government entities or regulatory bodies in response to requests for information or subpoenas, to private litigants in certain circumstances, to law enforcement authorities, or any time we believe it necessary to protect the firm.

Questions on this policy may be sent to:

Scudder Investments
Attention: Correspondence - Chicago
P.O. Box 219415
Kansas City, MO 64121-9415

August 2003


Notes



Notes



Notes


eafe_backcover0



ITEM 2.         CODE OF ETHICS.

                        Not applicable.

ITEM 3.         AUDIT COMMITTEE FINANCIAL EXPERT.

                        Not applicable.

ITEM 4.         PRINCIPAL ACCOUNTANT FEES AND SERVICES.

                        Not applicable.

ITEM 5.         [RESERVED]

ITEM 6.         [RESERVED]

ITEM 7.         DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR
                CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

                        Not applicable.

ITEM 8.         [RESERVED]

ITEM 9.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Nominating and Governance Committee evaluates and nominates Board member
candidates. Fund shareholders may also submit nominees that will be considered
by the Committee when a Board vacancy occurs. Submissions should be mailed to
the attention of the Secretary of the Fund, One South Street, Baltimore, MD
21202.

ITEM 10.        CONTROLS AND PROCEDURES.


(a) The Chief Executive and Financial Officers concluded that the Registrant's
Disclosure Controls and Procedures are effective based on the evaluation of the
Disclosure Controls and Procedures as of a date within 90 days of the filing
date of this report.

Fund management has previously identified a significant deficiency relating to
the overall fund expense payment and accrual process. This matter relates
primarily to a bill payment processing issue. There was no material impact to
shareholders, fund net asset value, fund performance or the accuracy of any
fund's financial statements. Fund management discussed this matter with the
Registrant's Audit Committee and auditors, instituted additional procedures to
enhance its internal controls and will continue to develop additional controls
and redesign work flow to strengthen the overall control environment associated
with the processing and recording of fund expenses.

(b) There have been no changes in the registrant's internal control over
financial reporting that occurred during the registrant's last half-year (the
registrant's second fiscal half-year in the case of the annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal controls over financial reporting.

ITEM 11.        EXHIBITS.

(a)(1)   Certification  pursuant to Rule 30a-2(a) under the  Investment  Company
         Act of 1940 (17 CFR  270.30a-2(a))  is filed  and  attached  hereto  as
         Exhibit 99.CERT.

(b)      Certification  pursuant to Rule 30a-2(b) under the  Investment  Company
         Act of 1940 (17 CFR  270.30a-2(b))  is furnished and attached hereto as
         Exhibit 99.906CERT.




Form N-CSR Item F

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:                         Scudder EAFE Equity Index Fund


By:                                 /s/Julian Sluyters
                                    ---------------------------
                                    Julian Sluyters
                                    Chief Executive Officer

Date:                               August 23, 2004


Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Registrant:                         Scudder EAFE Equity Index Fund

By:                                 /s/Julian Sluyters
                                    ---------------------------
                                    Julian Sluyters
                                    Chief Executive Officer

Date:                               August 23, 2004



By:                                 /s/Charles A. Rizzo
                                    ---------------------------
                                    Charles A. Rizzo
                                    Chief Financial Officer

Date:                               August 23, 2004





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I have reviewed this report, filed on behalf of Scudder EAFE Equity Index Fund, a series of Scudder Advisor Funds II, on Form N-CSR; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. August 23, 2004 /s/Julian Sluyters Julian Sluyters Chief Executive Officer Scudder EAFE Equity Index Fund, a series of Scudder Advisor Funds II Deutsche Asset Management [LOGO] A Member of the Deutsche Bank Group Chief Financial Officer Form N-CSR Certification under Sarbanes Oxley Act I, Charles A. Rizzo, certify that: 1. I have reviewed this report, filed on behalf of Scudder EAFE Equity Index Fund, a series of Scudder Advisor Funds II, on Form N-CSR; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. August 23, 2004 /s/Charles A. Rizzo Charles A. Rizzo Chief Financial Officer Scudder EAFE Equity Index Fund, a series of Scudder Advisor Funds II EX-99.906 5 cert906.txt 906 CERTIFICATION' Deutsche Asset Management [LOGO] A Member of the Deutsche Bank Group Chief Executive Officer Section 906 Certification under Sarbanes Oxley Act I, Julian Sluyters, certify that: 1. I have reviewed this report, filed on behalf of Scudder EAFE Equity Index Fund, a series of Scudder Advisor Funds II, on Form N-CSR of the Scudder EAFE Equity Index Fund (the "Company"); 2. Based on my knowledge and pursuant to 18 U.S.C. ss. 1350, the periodic report on Form N-CSR (the "Report") fully complies with the requirements of ss. 13 (a) or ss. 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. August 23, 2004 /s/Julian Sluyters Julian Sluyters Chief Executive Officer Scudder EAFE Equity Index Fund, a series of Scudder Advisor Funds II Deutsche Asset Management [LOGO] A Member of the Deutsche Bank Group Chief Financial Officer Section 906 Certification under Sarbanes Oxley Act I, Charles A. Rizzo, certify that: 1. I have reviewed this report, filed on behalf of Scudder EAFE Equity Index Fund, a series of Scudder Advisor Funds II, on Form N-CSR of the Scudder EAFE Equity Index Fund (the "Company"); 2. Based on my knowledge and pursuant to 18 U.S.C. ss. 1350, the periodic report on Form N-CSR (the "Report") fully complies with the requirements of ss. 13 (a) or ss. 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. August 23, 2004 /s/Charles A. Rizzo Charles A. Rizzo Chief Financial Officer Scudder EAFE Equity Index Fund, a series of Scudder Advisor Funds II
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