<PAGE> PAGE 1
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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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015 A000201 STATE STREET BANK AND TRUST COMPANY
015 B000201 C
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015 E010201 X
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015 D010203 AUSTRALIA
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015 A000204 GIROCREDIT BANK AKTIENGESELLSCHAFT
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015 C010204 VIENNA
015 D010204 AUSTRIA
015 E040204 X
015 A000205 STANDARD CHARTERED BANK
015 B000205 S
015 C010205 DHAKA
015 D010205 BANGLADESH
015 E040205 X
015 A000206 GENERALE BANQUE
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015 C010206 BRUSSELS
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<PAGE> PAGE 10
015 A000207 THE BANK OF BERMUDA
015 B000207 S
015 C010207 HAMILTON
015 D010207 BERMUDA
015 E040207 X
015 A000208 BARCLAYS BANK OF BOTSWANA LIMITED
015 B000208 S
015 C010208 GABORNE
015 D010208 BOTSWANA
015 E040208 X
015 A000209 BANKBOSTON, N.A.
015 B000209 S
015 C010209 SAO PAULO
015 D010209 BRAZIL
015 E040209 X
015 A000210 CANADA TRUSTCO MORTGAGE COMPANY
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015 C010210 TORONTO
015 D010210 CANADA
015 E040210 X
015 A000211 CITIBANK, N.A.
015 B000211 S
015 C010211 SANTIAGO
015 D010211 CHILE
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015 A000212 THE HONG KONG & SHANGHAI BANKING CO.
015 B000212 S
015 C010212 SHANGHAI & SHENZHEN
015 D010212 CHINA
015 E040212 X
015 A000213 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
015 B000213 S
015 C010213 BOBOTA
015 D010213 COLOMBIA
015 E040213 X
015 A000214 BARCLAYS BANK PLC
015 B000214 S
015 C010214 NICOSIA
015 D010214 CYPRUS
015 E040214 X
015 A000215 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B000215 S
015 C010215 XXX
015 D010215 CZECH REPUBLIC
015 E040215 X
015 A000216 DEN DANSKE BANK
015 B000216 S
015 C010216 COPENHAGEN
015 D010216 DENMARK
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015 A000217 MERITA BANK LIMITED
<PAGE> PAGE 11
015 B000217 S
015 C010217 HELSINKI
015 D010217 FINLAND
015 E040217 X
015 A000218 BANQUE PARIBUS
015 B000218 S
015 C010218 PARIS
015 D010218 FRANCE
015 E040218 X
015 A000219 DRESDNER BANK A.G.
015 B000219 S
015 C010219 FRANKFURT
015 D010219 GERMANY
015 E040219 X
015 A000220 BARCLAYS BANK OF GHANA LIMITED
015 B000220 S
015 C010220 ACCRA
015 D010220 GHANA
015 E040220 X
015 A000221 NATIONAL BANK OF GREECE, S.A.
015 B000221 S
015 C010221 ATHENS
015 D010221 GREECE
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015 A000222 STANDARD CHARTERED BANK
015 B000222 S
015 C010222 HONG KONG
015 D010222 HONG KONG
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015 A000223 CITIBANK BUDAPEST RT.
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015 E040223 X
015 A000224 DEUTSCHE BANK AG
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015 C010224 BOMBAY
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015 E040224 X
015 A000225 STANDARD CHARTERED BANK
015 B000225 S
015 C010225 JARKARTA
015 D010225 INDONESIA
015 E040225 X
015 A000226 BANK OF IRELAND
015 B000226 S
015 C010226 DUBLIN
015 D010226 IRELAND
015 E040226 X
015 A000227 BANK HAPOALIM B.M.
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<PAGE> PAGE 12
015 C010227 TEL AVIV
015 D010227 ISRAEL
015 E040227 X
015 A000228 BANQUE PARIBUS
015 B000228 S
015 C010228 MILAN
015 D010228 ITALY
015 E040228 X
015 A000229 SUMITOMO TRUST & BANKING COMPANY LIMITED
015 B000229 S
015 C010229 TOKYO
015 D010229 JAPAN
015 E040229 X
015 A000230 BARCLAYS BANK OF KENYA LIMITED
015 B000230 S
015 C010230 NAIROBI
015 D010230 KENYA
015 E040230 X
015 A000231 CITIBANK, N.A.
015 B000231 S
015 C010231 SEOUL
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015 E040231 X
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015 C010232 KUALA LUMPUR
015 D010232 MALAYSIA
015 E040232 X
015 A000233 CITIBANK, S.A.
015 B000233 S
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015 E040233 X
015 A000234 MEESPIERSON N.V.
015 B000234 S
015 C010234 AMSTERDAM
015 D010234 NETHERLANDS
015 E040234 X
015 A000235 ANZ BANKING GROUP LIMITED
015 B000235 S
015 C010235 WELLINGTON
015 D010235 NEW ZEALAND
015 E040235 X
015 A000236 CHRISTIANIA BANK OG KREDITKASSE
015 B000236 S
015 C010236 OSLO
015 D010236 NORWAY
015 E040236 X
015 A000237 DEUTSCH BANK AG
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<PAGE> PAGE 13
015 D010237 PAKISTAN
015 E040237 X
015 A000238 CITIBANK, N.A.
015 B000238 S
015 C010238 LIMA
015 D010238 PERU
015 E040238 X
015 A000239 STANDARD CHARTERED BANK
015 B000239 S
015 C010239 MANILA
015 D010239 PHILIPPINES
015 E040239 X
015 A000240 CITIBANK POLAND S.A.
015 B000240 S
015 C010240 WARSAW
015 D010240 POLAND
015 E040240 X
015 A000241 BANCO COMERCIAL PORTUGUES
015 B000241 S
015 C010241 LISBON
015 D010241 PORTUGAL
015 E040241 X
015 A000242 THE DEVELOPMENT BANK OF SINGAPORE LTD.
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015 A000243 CESKOSLOVENSKA OBCHODNA BANKA
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<PAGE> PAGE 14
015 E040247 X
015 A000248 SKANDINAVISKA ENSKILDA BANKEN
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015 A000256 BARCLAYS BANK OF ZIMBABWE LIMITED
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015 D010256 ZIMBABWE
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<PAGE> PAGE 15
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<PAGE> PAGE 16
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<PAGE> PAGE 17
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<PAGE> PAGE 18
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<PAGE> PAGE 19
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015 A000301 STATE STREET BANK AND TRUST COMPANY
015 B000301 S
015 C010301 BOSTON
015 C020301 MA
015 C030301 02110
015 E010301 X
015 A000302 CITIBANK, N.A.
015 B000302 S
015 C010302 BUENOS AIRES
015 D010302 ARGENTINA
015 E040302 X
015 A000303 WESTPAC BANKING CORPORATION
015 B000303 S
015 C010303 SYDNEY
015 D010303 AUSTRALIA
015 E040303 X
015 A000304 GIROCREDIT BANK AKTIENGESELLSCHAFT
015 B000304 S
015 C010304 VIENNA
015 D010304 AUSTRIA
015 E040304 X
015 A000305 STANDARD CHARTERED BANK
015 B000305 S
015 C010305 DHAKA
015 D010305 BANGLADESH
015 E040305 X
015 A000306 GENERALE BANQUE
015 B000306 S
015 C010306 BRUSSELS
015 D010306 BELGIUM
015 E040306 X
015 A000307 THE BANK OF BERMUDA
015 B000307 S
015 C010307 HAMILTON
015 D010307 BERMUDA
015 E040307 X
015 A000308 BARCLAYS BANK OF BOTSWANA LIMITED
015 B000308 S
015 C010308 GABORNE
015 D010308 BOTSWANA
015 E040308 X
015 A000309 BANKBOSTON, N.A.
015 B000309 S
015 C010309 SAO PAULO
015 D010309 BRAZIL
015 E040309 X
015 A000310 CANADA TRUSTCO MORTGAGE COMPANY
015 B000310 S
<PAGE> PAGE 20
015 C010310 TORONTO
015 D010310 CANADA
015 E040310 X
015 A000311 CITIBANK, N.A.
015 B000311 S
015 C010311 SANTIAGO
015 D010311 CHILE
015 E040311 X
015 A000312 THE HONG KONG & SHANGHAI BANKING CO.
015 B000312 S
015 C010312 SHANGHAI & SHENZHEN
015 D010312 CHINA
015 E040312 X
015 A000313 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
015 B000313 S
015 C010313 BOGOTA
015 D010313 COLOMBIA
015 E040313 X
015 A000314 BARCLAYS BANK PLC
015 B000314 S
015 C010314 NICOSIA
015 D010314 CYPRUS
015 E040314 X
015 A000315 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B000315 S
015 C010315 XXX
015 D010315 CZECH REPUBLIC
015 E040315 X
015 A000316 DEN DANSKE BANK
015 B000316 S
015 C010316 COPENHAGEN
015 D010316 DENMARK
015 E040316 X
015 A000317 MERITA BANK LIMITED
015 B000317 S
015 C010317 HELSINKI
015 D010317 FINLAND
015 E040317 X
015 A000318 BANQUE PARIBUS
015 B000318 S
015 C010318 PARIS
015 D010318 FRANCE
015 E040318 X
015 A000319 DRESDNER BANK A.G.
015 B000319 S
015 C010319 FRANKFURT
015 D010319 GERMANY
015 E040319 X
015 A000320 BARCLAYS BANK OF GHANA LIMITED
015 B000320 S
015 C010320 ACCRA
<PAGE> PAGE 21
015 D010320 GHANA
015 E040320 X
015 A000321 NATIONAL BANK OF GREECE, S.A.
015 B000321 S
015 C010321 ATHENS
015 D010321 GREECE
015 E040321 X
015 A000322 STANDARD CHARTERED BANK
015 B000322 S
015 C010322 HONG KONG
015 D010322 HONG KONG
015 E040322 X
015 A000323 CITIBANK BUDAPEST RT.
015 B000323 S
015 C010323 BUDAPEST
015 D010323 HUNGARY
015 E040323 X
015 A000324 DEUTSCHE BANK AG
015 B000324 S
015 C010324 BOMBAY
015 D010324 INDIA
015 E040324 X
015 A000325 STANDARD CHARTERED BANK
015 B000325 S
015 C010325 JAKARTA
015 D010325 INDONESIA
015 E040325 X
015 A000326 BANK OF IRELAND
015 B000326 S
015 C010326 DUBLIN
015 D010326 IRELAND
015 E040326 X
015 A000327 BANK HAPOALIM B.M.
015 B000327 S
015 C010327 TEL AVIV
015 D010327 ISRAEL
015 E040327 X
015 A000328 BANQUE PARIBUS
015 B000328 S
015 C010328 MILAN
015 D010328 ITALY
015 E040328 X
015 A000329 SUMITOMO TRUST & BANKING COMPANY LIMITED
015 B000329 S
015 C010329 TOKYO
015 D010329 JAPAN
015 E040329 X
015 A000330 BARCLAYS BANK OF KENYA LIMITED
015 B000330 S
015 C010330 NAIROBI
015 D010330 KENYA
<PAGE> PAGE 22
015 E040330 X
015 A000331 CITIBANK, N.A.
015 B000331 S
015 C010331 SEOUL
015 D010331 KOREA
015 E040331 X
015 A000332 STANDARD CHARTERED BANK MALAYSIA BERHAD
015 B000332 S
015 C010332 KUALA LUMPUR
015 D010332 MALAYSIA
015 E040332 X
015 A000333 CITIBANK S.A.
015 B000333 S
015 C010333 MEXICO CITY
015 D010333 MEXICO
015 E040333 X
015 A000334 MEESPIERSON N.V.
015 B000334 S
015 C010334 AMSTERDAM
015 D010334 NETHERLANDS
015 E040334 X
015 A000335 ANZ BANKING GROUP LIMITED
015 B000335 S
015 C010335 WELLINGTON
015 D010335 NEW ZEALAND
015 E040335 X
015 A000336 CHRISTIANIA BANK OG KREDITKASSE
015 B000336 S
015 C010336 OSLO
015 D010336 NORWAY
015 E040336 X
015 A000337 DEUTSCH BANK AG
015 B000337 S
015 C010337 KARACHI
015 D010337 PAKISTAN
015 E040337 X
015 A000338 CITIBANK, N.A.
015 B000338 S
015 C010338 LIMA
015 D010338 PERU
015 E040338 X
015 A000339 STANDARD CHARTERED BANK
015 B000339 S
015 C010339 MANILA
015 D010339 PHILIPPINES
015 E040339 X
015 A000340 CITIBANK POLAND S.A.
015 B000340 S
015 C010340 WARSAW
015 D010340 POLAND
015 E040340 X
<PAGE> PAGE 23
015 A000341 BANCO COMERCIAL PORTUGUES
015 B000341 S
015 C010341 LISBON
015 D010341 PORTUGAL
015 E040341 X
015 A000342 THE DEVELOPMENT BANK OF SINGAPORE LTD.
015 B000342 S
015 C010342 SINGAPORE
015 D010342 SINGAPORE
015 E040342 X
015 A000343 CESKOSLOVENSKA OBCHODNA BANKA
015 B000343 S
015 C010343 BRATISLAVA
015 D010343 SLOVAK REPUBLIC
015 E040343 X
015 A000344 STANDARD BANK OF SOUTH AFRICA LIMITED
015 B000344 S
015 C010344 JOHANNESBURG
015 D010344 SOUTH AFRICA
015 E040344 X
015 A000345 BANCO SANTANDER
015 B000345 S
015 C010345 MADRID
015 D010345 SPAIN
015 E040345 X
015 A000346 THE HONG KONG & SHANGHAI BANKING CORP. LTD.
015 B000346 S
015 C010346 COLOMBO
015 D010346 SRI LANKA
015 E040346 X
015 A000347 BARCLAYS BANK OF SWAZILAND LIMITED
015 B000347 S
015 C010347 MBABANE
015 D010347 SWAZILAND
015 E040347 X
015 A000348 SKANDINAVISKA ENSKILDA BANKEN
015 B000348 S
015 C010348 STOCKHOLM
015 D010348 SWEDEN
015 E040348 X
015 A000349 UNION BANK OF SWITZERLAND
015 B000349 S
015 C010349 ZURICH
015 D010349 SWITZERLAND
015 E040349 X
015 A000350 CENTRAL TRUST OF CHINA
015 B000350 S
015 C010350 TAIPEI
015 D010350 TAIWAN
015 E040350 X
015 A000351 STANDARD CHARTERED BANK
<PAGE> PAGE 24
015 B000351 S
015 C010351 BANGKOK
015 D010351 THAILAND
015 E040351 X
015 A000352 CITIBANK, N.A.
015 B000352 S
015 C010352 ISTANBUL
015 D010352 TURKEY
015 E040352 X
015 A000353 STATE STREET LONDON LIMITED
015 B000353 S
015 C010353 LONDON
015 D010353 UNITED KINGDOM
015 E040353 X
015 A000354 CITIBANK, N.A.
015 B000354 S
015 C010354 CARACAS
015 D010354 VENEZUELA
015 E040354 X
015 A000355 BARCLAYS BANK OF ZAMBIA LIMITED
015 B000355 S
015 C010355 LUSAKA
015 D010355 ZAMBIA
015 E040355 X
015 A000356 BARCLAYS BANK OF ZIMBABWE LIMITED
015 B000356 S
015 C010356 HARARE
015 D010356 ZIMBABWE
015 E040356 X
028 A010300 20529
028 A020300 1700
028 A030300 0
028 A040300 10336
028 B010300 10194
028 B020300 0
028 B030300 0
028 B040300 23239
028 C010300 16864
028 C020300 0
028 C030300 0
028 C040300 17190
028 D010300 17537
028 D020300 1674
028 D030300 0
028 D040300 19241
028 E010300 16435
028 E020300 0
028 E030300 0
028 E040300 10467
028 F010300 16521
028 F020300 0
<PAGE> PAGE 25
028 F030300 0
028 F040300 15632
028 G010300 98080
028 G020300 3374
028 G030300 0
028 G040300 96105
028 H000300 0
037 000300 N
038 000300 0
039 000300 Y
040 000300 Y
041 000300 Y
042 A000300 0
042 B000300 0
042 C000300 0
042 D000300 0
042 E000300 1
042 F000300 0
042 G000300 99
042 H000300 0
043 000300 1
044 000300 0
045 000300 Y
046 000300 N
047 000300 Y
048 000300 0.000
048 A010300 500000
048 A020300 0.475
048 B010300 500000
048 B020300 0.450
048 C010300 0
048 C020300 0.000
048 D010300 0
048 D020300 0.000
048 E010300 0
048 E020300 0.000
048 F010300 0
048 F020300 0.000
048 G010300 0
048 G020300 0.000
048 H010300 0
048 H020300 0.000
048 I010300 0
048 I020300 0.000
048 J010300 0
048 J020300 0.000
048 K010300 1000000
048 K020300 0.425
049 000300 N
050 000300 N
051 000300 N
<PAGE> PAGE 26
052 000300 N
053 A000300 N
062 A000300 N
062 B000300 0.0
062 C000300 0.0
062 D000300 0.0
062 E000300 0.0
062 F000300 0.0
062 G000300 0.0
062 H000300 0.0
062 I000300 0.0
062 J000300 0.0
062 K000300 0.0
062 L000300 0.0
062 M000300 0.0
062 N000300 0.0
062 O000300 0.0
062 P000300 0.0
062 Q000300 0.0
062 R000300 0.0
063 A000300 0
063 B000300 0.0
066 A000300 Y
066 B000300 N
066 C000300 Y
066 D000300 N
066 E000300 N
066 F000300 N
066 G000300 N
067 000300 N
068 A000300 N
068 B000300 N
069 000300 N
070 A010300 Y
070 A020300 Y
070 B010300 Y
070 B020300 N
070 C010300 Y
070 C020300 N
070 D010300 Y
070 D020300 N
070 E010300 Y
070 E020300 N
070 F010300 Y
070 F020300 N
070 G010300 Y
070 G020300 N
070 H010300 Y
070 H020300 N
070 I010300 N
070 I020300 N
<PAGE> PAGE 27
070 J010300 Y
070 J020300 Y
070 K010300 Y
070 K020300 N
070 L010300 Y
070 L020300 Y
070 M010300 Y
070 M020300 Y
070 N010300 Y
070 N020300 N
070 O010300 N
070 O020300 Y
070 P010300 Y
070 P020300 N
070 Q010300 N
070 Q020300 N
070 R010300 N
070 R020300 N
071 A000300 469881
071 B000300 406409
071 C000300 742509
071 D000300 55
072 A000300 12
072 B000300 1957
072 C000300 7784
072 D000300 0
072 E000300 0
072 F000300 3628
072 G000300 0
072 H000300 0
072 I000300 0
072 J000300 35
072 K000300 0
072 L000300 0
072 M000300 17
072 N000300 0
072 O000300 0
072 P000300 0
072 Q000300 134
072 R000300 58
072 S000300 28
072 T000300 2
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072 V000300 0
072 W000300 12
072 X000300 3914
072 Y000300 0
072 Z000300 5828
072AA000300 94147
072BB000300 0
072CC010300 60345
<PAGE> PAGE 28
072CC020300 0
072DD010300 5932
072DD020300 0
072EE000300 37528
073 A010300 0.1650
073 A020300 0.1200
073 B000300 1.1300
073 C000300 0.0000
074 A000300 0
074 B000300 33880
074 C000300 0
074 D000300 0
074 E000300 0
074 F000300 867129
074 G000300 0
074 H000300 0
074 I000300 0
074 J000300 0
074 K000300 0
074 L000300 1029
074 M000300 3
074 N000300 902041
074 O000300 154
074 P000300 334
074 Q000300 0
074 R010300 0
074 R020300 0
074 R030300 0
074 R040300 214
074 S000300 0
074 T000300 901339
074 U010300 37592
074 U020300 35
074 V010300 23.95
074 V020300 23.92
074 W000300 0.0000
074 X000300 0
074 Y000300 0
075 A000300 0
075 B000300 778669
076 000300 0.00
015 A000401 STATE STREET BANK AND TRUST COMPANY
015 B000401 C
015 C010401 BOSTON
015 C020401 MA
015 C030401 02110
015 E010401 X
015 A000402 CITIBANK, N.A.
015 B000402 S
015 C010402 BUENOS AIRES
015 D010402 ARGENTINA
<PAGE> PAGE 29
015 E040402 X
015 A000403 WESTPAC BANKING CORPORATION
015 B000403 S
015 C010403 SYDNEY
015 D010403 AUSTRALIA
015 E040403 X
015 A000404 GIROCREDIT BANK AKTIENGESELLSCHAFT
015 B000404 S
015 C010404 VIENNA
015 D010404 AUSTRIA
015 E040404 X
015 A000405 STANDARD CHARTERED BANK
015 B000405 S
015 C010405 DHAKA
015 D010405 BANGLADESH
015 E040405 X
015 A000406 GENERALE BANK
015 B000406 S
015 C010406 BRUSSELS
015 D010406 BELGIUM
015 E040406 X
015 A000407 THE BANK OF BERMUDA
015 B000407 S
015 C010407 HAMILTON
015 D010407 BERMUDA
015 E040407 X
015 A000408 BARCLAY'S BANK OF BOTSWANA LIMITED
015 B000408 S
015 C010408 GABORNE
015 D010408 BOTSWANA
015 E040408 X
015 A000409 BANKBOSTON, N.A.
015 B000409 S
015 C010409 SAO PAULO
015 D010409 BRAZIL
015 E040409 X
015 A000410 CANADA TRUSTCO MORTGAGE COMPANY
015 B000410 S
015 C010410 TORONTO
015 D010410 CANADA
015 E040410 X
015 A000411 CITIBANK, N.A.
015 B000411 S
015 C010411 SANTIAGO
015 D010411 CHILE
015 E040411 X
015 A000412 THE HONG KONG & SHANGHAI BANKING CO.
015 B000412 S
015 C010412 SHANGHAI & SHENZHEN
015 D010412 CHINA
015 E040412 X
<PAGE> PAGE 30
015 A000413 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
015 B000413 S
015 C010413 BOGOTA
015 D010413 COLOMBIA
015 E040413 X
015 A000414 BARCLAYS BANK PLC
015 B000414 S
015 C010414 NICOSIA
015 D010414 CYPRUS
015 E040414 X
015 A000415 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B000415 S
015 C010415 XXX
015 D010415 CZECH REPUBLIC
015 E040415 X
015 A000416 DEN DANSKE BANK
015 B000416 S
015 C010416 COPENHAGEN
015 D010416 DENMARK
015 E040416 X
015 A000417 MERITA BANK LIMITED
015 B000417 S
015 C010417 HELSINKI
015 D010417 FINLAND
015 E040417 X
015 A000418 BANQUE PARIBAS
015 B000418 S
015 C010418 PARIS
015 D010418 FRANCE
015 E040418 X
015 A000419 DRESDNER BANK A.G.
015 B000419 S
015 C010419 FRANKFURT
015 D010419 GERMANY
015 E040419 X
015 A000420 BARCLAYS BANK OF GHANA LIMITED
015 B000420 S
015 C010420 ACCRA
015 D010420 GHANA
015 E040420 X
015 A000421 NATIONAL BANK OF GREECE, S.A.
015 B000421 S
015 C010421 ATHENS
015 D010421 GREECE
015 E040421 X
015 A000422 STANDARD CHARTERED BANK
015 B000422 S
015 C010422 HONG KONG
015 D010422 HONG KONG
015 E040422 X
015 A000423 CITIBANK BUDAPEST RT.
<PAGE> PAGE 31
015 B000423 S
015 C010423 BUDAPEST
015 D010423 HUNGARY
015 E040423 X
015 A000424 DEUTSCHE BANK AG
015 B000424 S
015 C010424 BOMBAY
015 D010424 INDIA
015 E040424 X
015 A000425 STANDARD CHARTERED BANK
015 B000425 S
015 C010425 JAKARTA
015 D010425 INDONESIA
015 E040425 X
015 A000426 BANK OF IRELAND
015 B000426 S
015 C010426 DUBLIN
015 D010426 IRELAND
015 E040426 X
015 A000427 BANK HAPOALIM B.M.
015 B000427 S
015 C010427 TEL AVIV
015 D010427 ISRAEL
015 E040427 X
015 A000428 BANQUE PARIBUS
015 B000428 S
015 C010428 MILAN
015 D010428 ITALY
015 E040428 X
015 A000429 SUMITOMO TRUST & BANKING COMPANY LIMITED
015 B000429 S
015 C010429 TOKYO
015 D010429 JAPAN
015 E040429 X
015 A000430 BARCLAYS BANK OF KENYA LIMITED
015 B000430 S
015 C010430 NAIROBI
015 D010430 KENYA
015 E040430 X
015 A000431 CITIBANK, N.A.
015 B000431 S
015 C010431 SEOUL
015 D010431 KOREA
015 E040431 X
015 A000432 STANDARD CHARTERED BANK MALAYSIA BERHAD
015 B000432 S
015 C010432 KUALA LUMPUR
015 D010432 MALAYSIA
015 E040432 X
015 A000433 CITIBANK S.A.
015 B000433 S
<PAGE> PAGE 32
015 C010433 MEXICO CITY
015 D010433 MEXICO
015 E040433 X
015 A000434 MEESPIERSON N.V.
015 B000434 S
015 C010434 AMSTERDAM
015 D010434 NETHERLANDS
015 E040434 X
015 A000435 ANZ BANKING GROUP LIMITED
015 B000435 S
015 C010435 WELLINGTON
015 D010435 NEW ZEALAND
015 E040435 X
015 A000436 CHRISTIANIA BANK OG KREDITKASSE
015 B000436 S
015 C010436 OLSO
015 D010436 NORWAY
015 E040436 X
015 A000437 DEUTSCH BANK AG
015 B000437 S
015 C010437 KARACHI
015 D010437 PAKISTAN
015 E040437 X
015 A000438 CITIBANK, N.A.
015 B000438 S
015 C010438 LIMA
015 D010438 PERU
015 E040438 X
015 A000439 STANDARD CHARTERED BANK
015 B000439 S
015 C010439 MANILA
015 D010439 PHILIPPINES
015 E040439 X
015 A000440 CITIBANK POLAND S.A.
015 B000440 S
015 C010440 WARSAW
015 D010440 POLAND
015 E040440 X
015 A000441 BANCO COMERCIAL PORTUGUES
015 B000441 S
015 C010441 LISBON
015 D010441 PORTUGAL
015 E040441 X
015 A000442 THE DEVELOPMENT BANK OF SINGAPORE
015 B000442 S
015 C010442 SINGAPORE
015 D010442 SINGAPORE
015 E040442 X
015 A000443 CESKOSLOVENSKA OBCHODNA BANKA
015 B000443 S
015 C010443 BRATISLAVA
<PAGE> PAGE 33
015 D010443 SLOVAK REPUBLIC
015 E040443 X
015 A000444 STANDARD BANK OF SOUTH AFRICA LIMITED
015 B000444 S
015 C010444 JOHANNESBURG
015 D010444 SOUTH AFRICA
015 E040444 X
015 A000445 BANCO SANTANDER
015 B000445 S
015 C010445 MADRID
015 D010445 SPAIN
015 E040445 X
015 A000446 THE HONG KONG & SHANGHAI BANKING CORP. LTD.
015 B000446 S
015 C010446 COLOMBO
015 D010446 SRI LANKA
015 E040446 X
015 A000447 BARCLAYS BANK OF SWAZILAND LIMITED
015 B000447 S
015 C010447 MBABANE
015 D010447 SWAZILAND
015 E040447 X
015 A000448 SCANDINAVISKA ENSKILDA BANKEN
015 B000448 S
015 C010448 STOCKHOLM
015 D010448 SWEDEN
015 E040448 X
015 A000449 UNION BANK OF SWITZERLAND
015 B000449 S
015 C010449 ZURICH
015 D010449 SWITZERLAND
015 E040449 X
015 A000450 CENTRAL TRUST OF CHINA
015 B000450 S
015 C010450 TAIPEI
015 D010450 TAIWAN
015 E040450 X
015 A000451 STANDARD CHARTERED BANK
015 B000451 S
015 C010451 BANGKOK
015 D010451 THAILAND
015 E040451 X
015 A000452 CITIBANK, N.A.
015 B000452 S
015 C010452 ISTANBUL
015 D010452 TURKEY
015 E040452 X
015 A000453 STATE STREET LONDON LIMITED
015 B000453 S
015 C010453 LONDON
015 D010453 UNITED KINGDOM
<PAGE> PAGE 34
015 E040453 X
015 A000454 CITIBANK, N.A.
015 B000454 S
015 C010454 CARACAS
015 D010454 VENEZUELA
015 E040454 X
015 A000455 BARCLAYS BANK OF ZAMBIA LIMITED
015 B000455 S
015 C010455 LUSAKA
015 D010455 ZAMBIA
015 E040455 X
015 A000456 BARCLAYS BANK OF ZIMBABWE LIMITED
015 B000456 S
015 C010456 HARARE
015 D010456 ZIMBABWE
015 E040456 X
028 A010400 4411
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028 A040400 1200
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028 B030400 0
028 B040400 2945
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028 C040400 2815
028 D010400 3820
028 D020400 970
028 D030400 0
028 D040400 3765
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028 E030400 0
028 E040400 1562
028 F010400 4439
028 F020400 0
028 F030400 0
028 F040400 2035
028 G010400 21705
028 G020400 1891
028 G030400 0
028 G040400 14322
028 H000400 0
037 000400 N
038 000400 0
039 000400 Y
040 000400 Y
041 000400 N
042 A000400 0
<PAGE> PAGE 35
042 B000400 0
042 C000400 0
042 D000400 0
042 E000400 0
042 F000400 0
042 G000400 0
042 H000400 0
043 000400 0
044 000400 0
045 000400 Y
046 000400 N
047 000400 Y
048 000400 0.475
048 A010400 0
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048 B010400 0
048 B020400 0.000
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048 E010400 0
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048 F010400 0
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048 H010400 0
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048 I010400 0
048 I020400 0.000
048 J010400 0
048 J020400 0.000
048 K010400 0
048 K020400 0.000
049 000400 N
050 000400 N
051 000400 N
052 000400 N
053 A000400 N
062 A000400 N
062 B000400 0.0
062 C000400 0.0
062 D000400 0.0
062 E000400 0.0
062 F000400 0.0
062 G000400 0.0
062 H000400 0.0
062 I000400 0.0
062 J000400 0.0
062 K000400 0.0
<PAGE> PAGE 36
062 L000400 0.0
062 M000400 0.0
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062 O000400 0.0
062 P000400 0.0
062 Q000400 0.0
062 R000400 0.0
063 A000400 0
063 B000400 0.0
070 A010400 Y
070 A020400 Y
070 B010400 Y
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070 I010400 N
070 I020400 N
070 J010400 Y
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070 L020400 Y
070 M010400 Y
070 M020400 Y
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070 O010400 Y
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070 P010400 Y
070 P020400 N
070 Q010400 N
070 Q020400 N
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070 R020400 N
071 A000400 114167
071 B000400 94632
071 C000400 127749
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<PAGE> PAGE 37
072 C000400 704
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<PAGE> PAGE 38
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015 A000501 BANKBOSTON, N.A.
015 B000501 S
015 C010501 BUENOS AIRES
015 D010501 ARGENTINA
015 E040501 X
015 A000502 NATIONAL AUSTRALIA BANK LTD.
015 B000502 S
015 C010502 SYDNEY
015 D010502 AUSTRALIA
015 E040502 X
015 A000503 CREDITANSTALT BANKVERIN
015 B000503 S
015 C010503 VIENNA
015 D010503 AUSTRIA
015 E040503 X
015 A000504 STANDARD CHARTERED BANK
015 B000504 S
015 C010504 DHAKA
015 D010504 BANGLADESH
015 E040504 X
015 A000505 BANQUE BRUXELLES LAMBERT
015 B000505 S
015 C010505 BRUSSELS
015 D010505 BELGIUM
015 E040505 X
015 A000506 THE BANK OF N.T. BUTTERFIELD & SON LTD.
015 B000506 S
015 C010506 HAMILTON
015 D010506 BERMUDA
015 E040506 X
015 A000507 BARCLAYS BANK OF BOTSWANA LIMITED
015 B000507 S
015 C010507 GABORNE
015 D010507 BOTSWANA
<PAGE> PAGE 39
015 E040507 X
015 A000508 STANBIC BANK BOTSWANA LIMITED
015 B000508 S
015 C010508 XXX
015 D010508 SOUTH AFRICA
015 E040508 X
015 A000509 BANKBOSTON, N.A.
015 B000509 S
015 C010509 SAO PAULO
015 D010509 BRAZIL
015 E040509 X
015 A000510 CANADIAN IMPERIAL BANK OF COMMERCE
015 B000510 S
015 C010510 TORONTO
015 D010510 CANADA
015 E040510 X
015 A000511 CITIBANK, N.A.
015 B000511 S
015 C010511 SANTIAGO
015 D010511 CHILE
015 E040511 X
015 A000512 THE HONG KONG & SHANGHAI BANKING CO.
015 B000512 S
015 C010512 SHANGHAI
015 D010512 CHINA
015 E040512 X
015 A000513 STANDARD CHARTERED BANK
015 B000513 S
015 C010513 SHENZHEN
015 D010513 CHINA
015 E040513 X
015 A000514 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
015 B000514 S
015 C010514 BOGOTA
015 D010514 COLOMBIA
015 E040514 X
015 A000515 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B000515 S
015 C010515 PRAGUE
015 D010515 CZECH REPUBLIC
015 E040515 X
015 A000516 DEN DANSKE BANK
015 B000516 S
015 C010516 COPENHAGEN
015 D010516 DENMARK
015 E040516 X
015 A000517 CITIBANK, N.A.
015 B000517 S
015 C010517 QUITO
015 D010517 EQUADOR
015 E040517 X
<PAGE> PAGE 40
015 A000518 MERITA BANK LIMITED
015 B000518 S
015 C010518 HELSINIKI
015 D010518 FINLAND
015 E040518 X
015 A000519 BANQUE PARIBUS
015 B000519 S
015 C010519 PARIS
015 D010519 FRANCE
015 E040519 X
015 A000520 DRESDNER BANK A.G.
015 B000520 S
015 C010520 FRANKFURT
015 D010520 GERMANY
015 E040520 X
015 A000521 BARCLAYS BANK OF GHANA LIMITED
015 B000521 S
015 C010521 ACCRA
015 D010521 GHANA
015 E040521 X
015 A000522 MERCHANT BANK LIMITED
015 B000522 S
015 C010522 XXX
015 D010522 GHANA
015 E040522 X
015 A000523 CITIBANK, N.A.
015 B000523 S
015 C010523 ATHENS
015 D010523 GREECE
015 E040523 X
015 A000524 HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000524 S
015 C010524 HONG KONG
015 D010524 HONG KONG
015 E040524 X
015 A000525 CITIBANK BUDAPEST RT.
015 B000525 S
015 C010525 BUDAPEST
015 D010525 HUNGARY
015 E040525 X
015 A000526 CITIBANK, N.A.
015 B000526 S
015 C010526 MUMBAI
015 D010526 INDIA
015 E040526 X
015 A000527 CITIBANK, N.A.
015 B000527 S
015 C010527 JAKARTA
015 D010527 INDONESIA
015 E040527 X
015 A000528 ALLIED IRISH BANKS PLC
<PAGE> PAGE 41
015 B000528 S
015 C010528 DUBLIN
015 D010528 IRELAND
015 E040528 X
015 A000529 BANK HAPOALIM B.M.
015 B000529 S
015 C010529 TEL AVIV
015 D010529 ISRAEL
015 E040529 X
015 A000530 BANCA COMMERCIALE ITALIANA
015 B000530 S
015 C010530 MILAN
015 D010530 ITALY
015 E040530 X
015 A000531 THE BANK OF TOKYO - MITSUBISHI LTD.
015 B000531 S
015 C010531 TOKYO
015 D010531 JAPAN
015 E040531 X
015 A000532 ARAB BANK PLC
015 B000532 S
015 C010532 XXX
015 D010532 JORDAN
015 E040532 X
015 A000533 BARCLAYS BANK OF KENYA LIMITED
015 B000533 S
015 C010533 NAIROBI
015 D010533 KENYA
015 E040533 X
015 A000534 STANBIC BANK KENYA LIMITED
015 B000534 S
015 C010534 XXX
015 D010534 KENYA
015 E040534 X
015 A000535 CITIBANK, N.A.
015 B000535 S
015 C010535 SEOUL
015 D010535 KOREA
015 E040535 X
015 A000536 HONGKONG BANK MALAYSIA BERHAD
015 B000536 S
015 C010536 KUALA LUMPUR
015 D010536 MALAYSIA
015 E040536 X
015 A000537 CITIBANK S.A.
015 B000537 S
015 C010537 MEXICO CITY
015 D010537 MEXICO
015 E040537 X
015 A000538 BANQUE MAROCAINE DU COMMERCE EXTERIEUR
015 B000538 S
<PAGE> PAGE 42
015 C010538 XXX
015 D010538 MOROCCO
015 E040538 X
015 A000539 ABN - AMRO BANK
015 B000539 S
015 C010539 AMSTERDAM
015 D010539 NETHERLANDS
015 E040539 X
015 A000540 NATIONAL AUSTRALIA BANK LTD.
015 B000540 S
015 C010540 AUCKLAND
015 D010540 NEW ZEALAND
015 E040540 X
015 A000541 DEN NORSKE BANK
015 B000541 S
015 C010541 OSLO
015 D010541 NORWAY
015 E040541 X
015 A000542 STANDARD CHARTERED BANK
015 B000542 S
015 C010542 KARACHI
015 D010542 PAKISTAN
015 E040542 X
015 A000543 CITIBANK, N.A.
015 B000543 S
015 C010543 LIMA
015 D010543 PERU
015 E040543 X
015 A000544 CITIBANK N.A.
015 B000544 S
015 C010544 MANILA
015 D010544 PHILIPPINES
015 E040544 X
015 A000545 CITIBANK POLAND S.A.
015 B000545 S
015 C010545 WARSAW
015 D010545 POLAND
015 E040545 X
015 A000546 ESPIRITO SANTO E COMERCIAL
015 B000546 S
015 C010546 LISBON
015 D010546 PORTUGAL
015 E040546 X
015 A000547 HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000547 S
015 C010547 SINGAPORE
015 D010547 SINGAPORE
015 E040547 X
015 A000548 CESKOSLOVENSKA OBCHODNA BANKA
015 B000548 S
015 C010548 BRATISLAVA
<PAGE> PAGE 43
015 D010548 SLOVAKIA
015 E040548 X
015 A000549 FIRST NATIONAL BANK OF SOUTHERN AFRICA
015 B000549 S
015 C010549 JOHANNESBURG
015 D010549 SOUTH AFRICA
015 E040549 X
015 A000550 BANCO SANTANDER
015 B000550 S
015 C010550 MADRID
015 D010550 SPAIN
015 E040550 X
015 A000551 THE HONG KONG & SHANGHAI BANKING CORP. LTD.
015 B000551 S
015 C010551 COLOMBO
015 D010551 SRI LANKA
015 E040551 X
015 A000552 STANBIC BANK SWAZILAND LIMITED
015 B000552 S
015 C010552 MBABANE
015 D010552 SWAZILAND
015 E040552 X
015 A000553 SKANDINAVISKA ENSKILDA BANKEN
015 B000553 S
015 C010553 STOCKHOLM
015 D010553 SWEDEN
015 E040553 X
015 A000554 SWISS BANK CORPORATION
015 B000554 S
015 C010554 ZURICH
015 D010554 SWITZERLAND
015 E040554 X
015 A000555 CENTRAL TRUST OF CHINA
015 B000555 S
015 C010555 TAIPEI
015 D010555 TAIWAN
015 E040555 X
015 A000556 HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000556 S
015 C010556 BANGKOCK
015 D010556 THAILAND
015 E040556 X
015 A000557 BROWN BROTHERS HARRIMAN & CO.
015 B000557 C
015 C010557 BOSTON
015 C020557 MA
015 C030557 02109
015 E020557 X
015 A000558 CITIBANK, N.A.
015 B000558 S
015 C010558 ISTANBUL
<PAGE> PAGE 44
015 D010558 TURKEY
015 E040558 X
015 A000559 LLOYDS BANK PLC
015 B000559 S
015 C010559 LONDON
015 D010559 UNITED KINGDOM
015 E040559 X
015 A000560 BANKBOSTON, N.A.
015 B000560 S
015 C010560 MONTEVIDEO
015 D010560 URUGUAY
015 E040560 X
015 A000561 CITIBANK, N.A.
015 B000561 S
015 C010561 CARACAS
015 D010561 VENEZUELA
015 E040561 X
015 A000562 STANBIC BANK ZAMBIA LTD.
015 B000562 S
015 C010562 XXX
015 D010562 ZAMBIA
015 E040562 X
015 A000563 STANBIC BANK ZIMBABWE LTD.
015 B000563 S
015 C010563 XXX
015 D010563 ZIMBABWE
015 E040563 X
028 A010500 1815
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028 F040500 1586
<PAGE> PAGE 45
028 G010500 11292
028 G020500 0
028 G030500 0
028 G040500 9397
028 H000500 0
037 000500 N
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039 000500 Y
040 000500 Y
041 000500 Y
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042 C000500 0
042 D000500 0
042 E000500 0
042 F000500 0
042 G000500 28
042 H000500 0
043 000500 4
044 000500 0
045 000500 Y
046 000500 N
047 000500 Y
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048 I010500 0
048 I020500 0.000
048 J010500 0
048 J020500 0.000
048 K010500 0
048 K020500 0.000
049 000500 N
050 000500 N
051 000500 N
052 000500 N
053 A000500 N
<PAGE> PAGE 46
062 A000500 N
062 B000500 0.0
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062 D000500 0.0
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062 P000500 0.0
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062 R000500 0.0
063 A000500 0
063 B000500 0.0
066 A000500 Y
066 B000500 N
066 C000500 Y
066 D000500 N
066 E000500 N
066 F000500 N
066 G000500 N
067 000500 N
068 A000500 N
068 B000500 Y
069 000500 N
070 A010500 Y
070 A020500 Y
070 B010500 Y
070 B020500 N
070 C010500 Y
070 C020500 N
070 D010500 Y
070 D020500 N
070 E010500 Y
070 E020500 N
070 F010500 Y
070 F020500 N
070 G010500 Y
070 G020500 N
070 H010500 Y
070 H020500 N
070 I010500 N
070 I020500 N
070 J010500 Y
070 J020500 Y
<PAGE> PAGE 47
070 K010500 Y
070 K020500 N
070 L010500 Y
070 L020500 Y
070 M010500 Y
070 M020500 Y
070 N010500 Y
070 N020500 N
070 O010500 Y
070 O020500 N
070 P010500 Y
070 P020500 N
070 Q010500 N
070 Q020500 N
070 R010500 N
070 R020500 N
071 A000500 16913
071 B000500 11931
071 C000500 21944
071 D000500 54
072 A000500 12
072 B000500 108
072 C000500 215
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072 R000500 3
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072 Z000500 -106
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<PAGE> PAGE 48
072DD020500 42
072EE000500 207
073 A010500 0.1200
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074 O000500 694
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015 A000601 BANKBOSTON, N.A.
015 B000601 S
015 C010601 BUENOS AIRES
015 D010601 ARGENTINA
015 E040601 X
015 A000602 NATIONAL AUSTRALIA BANK LTD.
015 B000602 S
015 C010602 SYDNEY
015 D010602 AUSTRALIA
015 E040602 X
015 A000603 CREDITANSTALT BANKVERIN
015 B000603 S
<PAGE> PAGE 49
015 C010603 VIENNA
015 D010603 AUSTRIA
015 E040603 X
015 A000604 STANDARD CHARTERED BANK
015 B000604 S
015 C010604 DHAKA
015 D010604 BANGLADESH
015 E040604 X
015 A000605 BANQUE BRUXELLES LAMBERT
015 B000605 S
015 C010605 BRUSSELS
015 D010605 BELGIUM
015 E040605 X
015 A000606 BARCLAYS BANK OF BOTSWANA LIMITED
015 B000606 S
015 C010606 XXXX
015 D010606 BOTSWANA
015 E040606 X
015 A000607 BANKBOSTON, N.A.
015 B000607 S
015 C010607 SAO PAULO
015 D010607 BRAZIL
015 E040607 X
015 A000608 CANADIAN IMPERIAL BANK OF COMMERCE
015 B000608 S
015 C010608 TORONTO
015 D010608 CANADA
015 E040608 X
015 A000609 CITIBANK, N.A.
015 B000609 S
015 C010609 SANTIAGO
015 D010609 CHILE
015 E040609 X
015 A000610 THE HONG KONG & SHANGHAI BANKING CO.
015 B000610 S
015 C010610 SHANGHAI
015 D010610 CHINA
015 E040610 X
015 A000611 STANDARD CHARTERED BANK
015 B000611 S
015 C010611 SHENZHEN
015 D010611 CHINA
015 E040611 X
015 A000612 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
015 B000612 S
015 C010612 BOGOTA
015 D010612 COLOMBIA
015 E040612 X
015 A000613 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B000613 S
015 C010613 PRAGUE
<PAGE> PAGE 50
015 D010613 CZECH REPUBLIC
015 E040613 X
015 A000614 DEN DANSKE BANK
015 B000614 S
015 C010614 COPENHAGEN
015 D010614 DENMARK
015 E040614 X
015 A000615 CITIBANK, N.A.
015 B000615 S
015 C010615 QUITO
015 D010615 EQUADOR
015 E040615 X
015 A000616 CITIBANK, N.A.
015 B000616 S
015 C010616 CAIRO
015 D010616 EGYPT
015 E040616 X
015 A000617 MERITA BANK LIMITED
015 B000617 S
015 C010617 HELSINKI
015 D010617 FINLAND
015 E040617 X
015 A000618 BANQUE PARIBAS
015 B000618 S
015 C010618 PARIS
015 D010618 FRANCE
015 E040618 X
015 A000619 DRESDNER BANK A.G.
015 B000619 S
015 C010619 FRANKFURT
015 D010619 GERMANY
015 E040619 X
015 A000620 BARCLAYS BANK OF GHANA LIMITED
015 B000620 S
015 C010620 ACCRA
015 D010620 GHANA
015 E040620 X
015 A000621 MERCHANT BANK LIMITED
015 B000621 S
015 C010621 XXX
015 D010621 GHANA
015 E040621 X
015 A000622 CITIBANK, N.A.
015 B000622 S
015 C010622 ATHENS
015 D010622 GREECE
015 E040622 X
015 A000623 HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000623 S
015 C010623 HONG KONG
015 D010623 HONG KONG
<PAGE> PAGE 51
015 E040623 X
015 A000624 CITIBANK BUDAPEST RT.
015 B000624 S
015 C010624 BUDAPEST
015 D010624 HUNGARY
015 E040624 X
015 A000625 CITIBANK, N.A.
015 B000625 S
015 C010625 MUMBAI
015 D010625 INDIA
015 E040625 X
015 A000626 CITIBANK, N.A.
015 B000626 S
015 C010626 JAKARTA
015 D010626 INDONESIA
015 E040626 X
015 A000627 ALLIED IRISH BANKS PLC
015 B000627 S
015 C010627 DUBLIN
015 D010627 IRELAND
015 E040627 X
015 A000628 BANK HAPOALIM B.M.
015 B000628 S
015 C010628 TEL AVIV
015 D010628 ISRAEL
015 E040628 X
015 A000629 BANCA COMMERCIALE ITALIANA
015 B000629 S
015 C010629 MILAN
015 D010629 ITALY
015 E040629 X
015 A000630 THE BANK OF TOYKO - MITSUBISHI LTD.
015 B000630 S
015 C010630 TOKYO
015 D010630 JAPAN
015 E040630 X
015 A000631 ARAB BANK PLC
015 B000631 S
015 C010631 XXX
015 D010631 JORDAN
015 E040631 X
015 A000632 BARCLAYS BANK OF KENYA LIMITED
015 B000632 S
015 C010632 NAIROBI
015 D010632 KENYA
015 E040632 X
015 A000633 STANBIC BANK KENYA LIMITED
015 B000633 S
015 C010633 XXX
015 D010633 KENYA
015 E040633 X
<PAGE> PAGE 52
015 A000634 CITIBANK, N.A.
015 B000634 S
015 C010634 SEOUL
015 D010634 KOREA
015 E040634 X
015 A000635 HONGKONG BANK MALAYSIA BERHAD
015 B000635 S
015 C010635 KUALA LUMPUR
015 D010635 MALAYSIA
015 E040635 X
015 A000636 CITIBANK S.A.
015 B000636 S
015 C010636 MEXICO CITY
015 D010636 MEXICO
015 E040636 X
015 A000637 BANQUE MAROCAINE DU COMMERCE EXTERIEUR
015 B000637 S
015 C010637 XXX
015 D010637 MOROCCO
015 E040637 X
015 A000638 ABN - AMRO BANK
015 B000638 S
015 C010638 AMSTERDAM
015 D010638 NETHERLANDS
015 E040638 X
015 A000639 NATIONAL AUSTRALIA BANK LTD.
015 B000639 S
015 C010639 AUCKLAND
015 D010639 NEW ZEALAND
015 E040639 X
015 A000640 DEN NORSKE BANK
015 B000640 S
015 C010640 OSLO
015 D010640 NORWAY
015 E040640 X
015 A000641 STANDARD CHARTERED BANK
015 B000641 S
015 C010641 KARACHI
015 D010641 PAKISTAN
015 E040641 X
015 A000642 CITIBANK, N.A.
015 B000642 S
015 C010642 LIMA
015 D010642 PERU
015 E040642 X
015 A000643 CITIBANK, N.A.
015 B000643 S
015 C010643 MANILA
015 D010643 PHILIPPINES
015 E040643 X
015 A000644 CITIBANK POLAND S.A.
<PAGE> PAGE 53
015 B000644 S
015 C010644 WARSAW
015 D010644 POLAND
015 E040644 X
015 A000645 ESPIRITO SANTO E COMERCIAL
015 B000645 S
015 C010645 LISBON
015 D010645 PORTUGAL
015 E040645 X
015 A000646 HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000646 S
015 C010646 SINGAPORE
015 D010646 SINGAPORE
015 E040646 X
015 A000647 CESKOSLOVENSKA OBCHODNA BANKA
015 B000647 S
015 C010647 BRATISLAVA
015 D010647 SLOVAKIA
015 E040647 X
015 A000648 FIRST NATIONAL BANK OF SOUTHERN AFRICA
015 B000648 S
015 C010648 JOHANNESBURG
015 D010648 SOUTH AFRICA
015 E040648 X
015 A000649 BANCO SANTANDER
015 B000649 S
015 C010649 MADRID
015 D010649 SPAIN
015 E040649 X
015 A000650 THE HONG KONG & SHANGHAI BANKING CORP. LTD.
015 B000650 S
015 C010650 COLOMBO
015 D010650 SRI LANKA
015 E040650 X
015 A000651 STANBIC BANK SWAZILAND LIMITED
015 B000651 S
015 C010651 MBABANE
015 D010651 SWAZILAND
015 E040651 X
015 A000652 SKANDINAVISKA ENSKILDA BANKEN
015 B000652 S
015 C010652 STOCKHOLM
015 D010652 SWEDEN
015 E040652 X
015 A000653 SWISS BANK CORPORATION
015 B000653 S
015 C010653 ZURICH
015 D010653 SWITZERLAND
015 E040653 X
015 A000654 CENTRAL TRUST OF CHINA
015 B000654 S
<PAGE> PAGE 54
015 C010654 TAIPEI
015 D010654 TAIWAN
015 E040654 X
015 A000655 HONGKONG & SHANGHAI BANKING CORP. LTD.
015 B000655 S
015 C010655 BANGKOK
015 D010655 THAILAND
015 E040655 X
015 A000656 BROWN BROTHERS HARRIMAN & CO.
015 B000656 C
015 C010656 BOSTON
015 C020656 MA
015 C030656 02109
015 E020656 X
015 A000657 CITIBANK, N.A.
015 B000657 S
015 C010657 ISTANBUL
015 D010657 TURKEY
015 E040657 X
015 A000658 LLOYDS BANK PLC
015 B000658 S
015 C010658 LONDON
015 D010658 UNITED KINGDOM
015 E040658 X
015 A000659 BANKBOSTON, N.A.
015 B000659 S
015 C010659 MONTEVIDEO
015 D010659 URUGUAY
015 E040659 X
015 A000660 CITIBANK, N.A.
015 B000660 S
015 C010660 CARACAS
015 D010660 VENEZUELA
015 E040660 X
015 A000661 STANBIC BANK ZAMBIA LTD.
015 B000661 S
015 C010661 XXX
015 D010661 ZAMBIA
015 E040661 X
015 A000662 STANBIC BANK ZIMBABWE LTD.
015 B000662 S
015 C010662 XXX
015 D010662 ZIMBABWE
015 E040662 X
028 A010600 97134
028 A020600 0
028 A030600 0
028 A040600 73519
028 B010600 43860
028 B020600 0
028 B030600 0
<PAGE> PAGE 55
028 B040600 68212
028 C010600 95239
028 C020600 0
028 C030600 0
028 C040600 96582
028 D010600 107401
028 D020600 0
028 D030600 0
028 D040600 90766
028 E010600 69074
028 E020600 0
028 E030600 0
028 E040600 82216
028 F010600 102107
028 F020600 0
028 F030600 0
028 F040600 103357
028 G010600 514816
028 G020600 0
028 G030600 0
028 G040600 514652
028 H000600 0
037 000600 N
038 000600 0
039 000600 Y
040 000600 Y
041 000600 Y
042 A000600 0
042 B000600 0
042 C000600 0
042 D000600 0
042 E000600 1
042 F000600 0
042 G000600 99
042 H000600 0
043 000600 1
044 000600 0
045 000600 Y
046 000600 N
047 000600 Y
048 000600 0.000
048 A010600 500000
048 A020600 0.875
048 B010600 0
048 B020600 0.000
048 C010600 0
048 C020600 0.000
048 D010600 0
048 D020600 0.000
048 E010600 0
048 E020600 0.000
<PAGE> PAGE 56
048 F010600 0
048 F020600 0.000
048 G010600 0
048 G020600 0.000
048 H010600 0
048 H020600 0.000
048 I010600 0
048 I020600 0.000
048 J010600 0
048 J020600 0.000
048 K010600 500000
048 K020600 0.725
049 000600 N
050 000600 N
051 000600 N
052 000600 N
053 A000600 N
062 A000600 N
062 B000600 0.0
062 C000600 0.0
062 D000600 0.0
062 E000600 0.0
062 F000600 0.0
062 G000600 0.0
062 H000600 0.0
062 I000600 0.0
062 J000600 0.0
062 K000600 0.0
062 L000600 0.0
062 M000600 0.0
062 N000600 0.0
062 O000600 0.0
062 P000600 0.0
062 Q000600 0.0
062 R000600 0.0
070 A010600 Y
070 A020600 Y
070 B010600 Y
070 B020600 N
070 C010600 Y
070 C020600 N
070 D010600 Y
070 D020600 N
070 E010600 Y
070 E020600 N
070 F010600 Y
070 F020600 N
070 G010600 Y
070 G020600 N
070 H010600 Y
070 H020600 N
<PAGE> PAGE 57
070 I010600 N
070 I020600 N
070 J010600 Y
070 J020600 Y
070 K010600 Y
070 K020600 Y
070 L010600 Y
070 L020600 Y
070 M010600 Y
070 M020600 Y
070 N010600 Y
070 N020600 N
070 O010600 Y
070 O020600 N
070 P010600 Y
070 P020600 N
070 Q010600 N
070 Q020600 N
070 R010600 N
070 R020600 N
071 A000600 320368
071 B000600 326024
071 C000600 453435
071 D000600 71
072 A000600 12
072 B000600 1575
072 C000600 7757
072 D000600 0
072 E000600 0
072 F000600 4169
072 G000600 0
072 H000600 0
072 I000600 0
072 J000600 405
072 K000600 0
072 L000600 0
072 M000600 17
072 N000600 0
072 O000600 0
072 P000600 0
072 Q000600 374
072 R000600 10
072 S000600 21
072 T000600 1
072 U000600 0
072 V000600 0
072 W000600 18
072 X000600 5015
072 Y000600 0
072 Z000600 4309
072AA000600 51926
<PAGE> PAGE 58
072BB000600 0
072CC010600 24787
072CC020600 0
072DD010600 7698
072DD020600 6
072EE000600 50671
073 A010600 0.2600
073 A020600 0.2500
073 B000600 1.7100
073 C000600 0.0000
074 A000600 1480
074 B000600 26027
074 C000600 0
074 D000600 0
074 E000600 0
074 F000600 485566
074 G000600 0
074 H000600 0
074 I000600 0
074 J000600 0
074 K000600 0
074 L000600 1111
074 M000600 5
074 N000600 514189
074 O000600 643
074 P000600 370
074 Q000600 0
074 R010600 0
074 R020600 0
074 R030600 0
074 R040600 3984
074 S000600 0
074 T000600 509192
074 U010600 34951
074 U020600 25
074 V010600 14.56
074 V020600 14.51
074 W000600 0.0000
074 X000600 0
074 Y000600 0
075 A000600 0
075 B000600 480754
076 000600 0.00
015 A000801 STATE STREET BANK AND TRUST COMPANY
015 B000801 C
015 C010801 BOSTON
015 C020801 MA
015 C030801 02110
015 E010801 X
015 A000802 CITIBANK, N.A.
015 B000802 S
<PAGE> PAGE 59
015 C010802 BUENOS AIRES
015 D010802 ARGENTINA
015 E040802 X
015 A000803 WESTPAC BANKING CORPORATION
015 B000803 S
015 C010803 SYDNEY
015 D010803 AUSTRALIA
015 E040803 X
015 A000804 GIROCREDIT AKTIENGESELLSCHAFT
015 B000804 S
015 C010804 VIENNA
015 D010804 AUSTRIA
015 E040804 X
015 A000805 STANDARD CHARTERED BANK
015 B000805 S
015 C010805 DHAKA
015 D010805 BANGLADESH
015 E040805 X
015 A000806 GENERALE BANQUE
015 B000806 S
015 C010806 BRUSSELS
015 D010806 BELGIUM
015 E040806 X
015 A000807 THE BANK OF BERMUDA
015 B000807 S
015 C010807 HAMILTON
015 D010807 BERMUDA
015 E040807 X
015 A000808 BARCLAYS BANK OF BOTSWANA LIMITED
015 B000808 S
015 C010808 GABORNE
015 D010808 BOTSWANA
015 E040808 X
015 A000809 BANKBOSTON, N.A.
015 B000809 S
015 C010809 SAO PAULO
015 D010809 BRAZIL
015 E040809 X
015 A000810 CANADA TRUSTCO MORTGAGE COMPANY
015 B000810 S
015 C010810 TORONTO
015 D010810 CANADA
015 E040810 X
015 A000811 CITIBANK, N.A.
015 B000811 S
015 C010811 SANTIAGO
015 D010811 CHILE
015 E040811 X
015 A000812 THE HONG KONG & SHANGHAI BANKING CO.
015 B000812 S
015 C010812 SHANGHAI & SHENZHEN
<PAGE> PAGE 60
015 D010812 CHINA
015 E040812 X
015 A000813 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA
015 B000813 S
015 C010813 BOGOTA
015 D010813 COLOMBIA
015 E040813 X
015 A000814 BARCLAYS BANK PLC
015 B000814 S
015 C010814 NICOSIA
015 D010814 CYPRUS
015 E040814 X
015 A000815 CESKOSLOVENSKA OBCHODNI BANKA, A.S.
015 B000815 S
015 C010815 XXX
015 D010815 CZECH REPUBLIC
015 E040815 X
015 A000816 DEN DANSKE BANK
015 B000816 S
015 C010816 COPENHAGEN
015 D010816 DENMARK
015 E040816 X
015 A000817 MERITA BANK LIMITED
015 B000817 S
015 C010817 HELSINKI
015 D010817 FINLAND
015 E040817 X
015 A000818 BANQUE PARIBAS
015 B000818 S
015 C010818 PARIS
015 D010818 FRANCE
015 E040818 X
015 A000819 DRESDNER BANK A.G.
015 B000819 S
015 C010819 FRANKFURT
015 D010819 GERMANY
015 E040819 X
015 A000820 BARCLAYS BANK OF GHANA LIMITED
015 B000820 S
015 C010820 ACCRA
015 D010820 GHANA
015 E040820 X
015 A000821 NATIONAL BANK OF GREECE, S.A.
015 B000821 S
015 C010821 ATHENS
015 D010821 GREECE
015 E040821 X
015 A000822 STANDARD CHARTERED BANK
015 B000822 S
015 C010822 HONG KONG
015 D010822 HONG KONG
<PAGE> PAGE 61
015 E040822 X
015 A000823 CITIBANK BUDAPEST RT.
015 B000823 S
015 C010823 BUDAPEST
015 D010823 HUNGARY
015 E040823 X
015 A000824 DEUTSCHE BANK AG
015 B000824 S
015 C010824 BOMBAY
015 D010824 INDIA
015 E040824 X
015 A000825 STANDARD CHARTERED BANK
015 B000825 S
015 C010825 JAKARTA
015 D010825 INDONESIA
015 E040825 X
015 A000826 BANK OF IRELAND
015 B000826 S
015 C010826 DUBLIN
015 D010826 IRELAND
015 E040826 X
015 A000827 BANK HAPOALIM B.M.
015 B000827 S
015 C010827 TEL AVIV
015 D010827 ISRAEL
015 E040827 X
015 A000828 BANQUE PARIBUS
015 B000828 S
015 C010828 MILAN
015 D010828 ITALY
015 E040828 X
015 A000829 SUMITOMO TRUST & BANKING COMPANY LIMITED
015 B000829 S
015 C010829 TOKYO
015 D010829 JAPAN
015 E040829 X
015 A000830 BARCLAYS BANK OF KENYA LIMITED
015 B000830 S
015 C010830 NAIROBI
015 D010830 KENYA
015 E040830 X
015 A000831 CITIBANK, N.A.
015 B000831 S
015 C010831 SEOUL
015 D010831 KOREA
015 E040831 X
015 A000832 STANDARD CHARTERED BANK MALAYSIA BERHAD
015 B000832 S
015 C010832 KUALA LUMPUR
015 D010832 MALAYSIA
015 E040832 X
<PAGE> PAGE 62
015 A000833 CITIBANK S.A.
015 B000833 S
015 C010833 MEXICO CITY
015 D010833 MEXICO
015 E040833 X
015 A000834 MEESPIERSON N.V.
015 B000834 S
015 C010834 AMSTERDAM
015 D010834 NETHERLANDS
015 E040834 X
015 A000835 ANZ BANKING GROUP LIMITED
015 B000835 S
015 C010835 WELLINGTON
015 D010835 NEW ZEALAND
015 E040835 X
015 A000836 CRISTIANIA BANK OG KREDITKASSE
015 B000836 S
015 C010836 OSLO
015 D010836 NORWAY
015 E040836 X
015 A000837 DEUTSCH BANK AG
015 B000837 S
015 C010837 KARACHI
015 D010837 PAKISTAN
015 E040837 X
015 A000838 CITIBANK, N.A.
015 B000838 S
015 C010838 LIMA
015 D010838 PERU
015 E040838 X
015 A000839 STANDARD CHARTERED BANK
015 B000839 S
015 C010839 MANILA
015 D010839 PHILIPPINES
015 E040839 X
015 A000840 CITIBANK POLAND S.A.
015 B000840 S
015 C010840 WARSAW
015 D010840 POLAND
015 E040840 X
015 A000841 BANCO COMERCIAL PORTUGUES
015 B000841 S
015 C010841 LISBON
015 D010841 PORTUGAL
015 E040841 X
015 A000842 THE DEVELOPMENT BANK OF SINGAPORE LTD.
015 B000842 S
015 C010842 SINGAPORE
015 D010842 SINGAPORE
015 E040842 X
015 A000843 CESKOSLOVENSKA OBCHODNA BANKA
<PAGE> PAGE 63
015 B000843 S
015 C010843 BRATISLAVA
015 D010843 SLOVAK REPUBLIC
015 E040843 X
015 A000844 STANDARD BANK OF SOUTH AFRICA LIMITED
015 B000844 S
015 C010844 JOHANNESBURG
015 D010844 SOUTH AFRICA
015 E040844 X
015 A000845 BANCO SANTANDER
015 B000845 S
015 C010845 MADRID
015 D010845 SPAIN
015 E040845 X
015 A000846 THE HONG KONG & SHANGHAI BANKING CORP. LTD.
015 B000846 S
015 C010846 COLOMBO
015 D010846 SRI LANKA
015 E040846 X
015 A000847 BARCLAYS BANK OF SWAZILAND LIMITED
015 B000847 S
015 C010847 MBABANE
015 D010847 SWAZILAND
015 E040847 X
015 A000848 SKANDINAVISKA ENSKILDA BANKEN
015 B000848 S
015 C010848 STOCKHOLM
015 D010848 SWEDEN
015 E040848 X
015 A000849 UNION BANK OF SWITZERLAND
015 B000849 S
015 C010849 ZURICH
015 D010849 SWITZERLAND
015 E040849 X
015 A000850 CENTRAL TRUST OF CHINA
015 B000850 S
015 C010850 TAIPEI
015 D010850 TAIWAN
015 E040850 X
015 A000851 STANDARD CHARTERED BANK
015 B000851 S
015 C010851 BANGKOK
015 D010851 THAILAND
015 E040851 X
015 A000852 CITIBANK, N.A.
015 B000852 S
015 C010852 ISTANBUL
015 D010852 TURKEY
015 E040852 X
015 A000853 STATE STREET LONDON LIMITED
015 B000853 S
<PAGE> PAGE 64
015 C010853 LONDON
015 D010853 UNITED KINGDOM
015 E040853 X
015 A000854 CITIBANK, N.A.
015 B000854 S
015 C010854 CARACAS
015 D010854 VENEZUELA
015 E040854 X
015 A000855 BARCLAYS BANK OF ZAMBIA LIMITED
015 B000855 S
015 C010855 LUSAKA
015 D010855 ZAMBIA
015 E040855 X
015 A000856 BARCLAYS BANK OF ZIMBABWE LIMITED
015 B000856 S
015 C010856 HARARE
015 D010856 ZIMBABWE
015 E040856 X
028 A010800 7074
028 A020800 1087
028 A030800 0
028 A040800 7995
028 B010800 4984
028 B020800 0
028 B030800 0
028 B040800 8322
028 C010800 9260
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028 C030800 0
028 C040800 5266
028 D010800 7501
028 D020800 1085
028 D030800 0
028 D040800 7491
028 E010800 8801
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028 E030800 0
028 E040800 1535
028 F010800 4958
028 F020800 0
028 F030800 0
028 F040800 5473
028 G010800 42578
028 G020800 2172
028 G030800 0
028 G040800 36082
028 H000800 0
037 000800 N
038 000800 0
039 000800 Y
040 000800 Y
<PAGE> PAGE 65
041 000800 Y
042 A000800 72
042 B000800 0
042 C000800 0
042 D000800 0
042 E000800 0
042 F000800 0
042 G000800 28
042 H000800 0
043 000800 13
044 000800 0
049 000800 N
050 000800 N
051 000800 N
052 000800 N
053 A000800 N
062 A000800 N
062 B000800 0.0
062 C000800 0.0
062 D000800 0.0
062 E000800 0.0
062 F000800 0.0
062 G000800 0.0
062 H000800 0.0
062 I000800 0.0
062 J000800 0.0
062 K000800 0.0
062 L000800 0.0
062 M000800 0.0
062 N000800 0.0
062 O000800 0.0
062 P000800 0.0
062 Q000800 0.0
062 R000800 0.0
070 A010800 Y
070 A020800 Y
070 B010800 Y
070 B020800 N
070 C010800 Y
070 C020800 N
070 D010800 Y
070 D020800 N
070 E010800 Y
070 E020800 N
070 F010800 Y
070 F020800 N
070 G010800 Y
070 G020800 N
070 H010800 Y
070 H020800 N
070 I010800 N
<PAGE> PAGE 66
070 I020800 N
070 J010800 Y
070 J020800 Y
070 K010800 Y
070 K020800 N
070 L010800 Y
070 L020800 Y
070 M010800 Y
070 M020800 Y
070 N010800 Y
070 N020800 N
070 O010800 Y
070 O020800 Y
070 P010800 Y
070 P020800 N
070 Q010800 N
070 Q020800 N
070 R010800 N
070 R020800 N
071 A000800 95076
071 B000800 68623
071 C000800 177307
071 D000800 39
072 A000800 12
072 B000800 342
072 C000800 5128
072 D000800 0
072 E000800 0
072 F000800 874
072 G000800 0
072 H000800 0
072 I000800 0
072 J000800 25
072 K000800 0
072 L000800 0
072 M000800 17
072 N000800 0
072 O000800 0
072 P000800 0
072 Q000800 90
072 R000800 17
072 S000800 5
072 T000800 27
072 U000800 0
072 V000800 0
072 W000800 7
072 X000800 1062
072 Y000800 0
072 Z000800 4409
072AA000800 14140
072BB000800 0
<PAGE> PAGE 67
072CC010800 0
072CC020800 7232
072DD010800 3754
072DD020800 234
072EE000800 11502
073 A010800 0.2500
073 A020800 0.2250
073 B000800 0.7900
073 C000800 0.0000
074 A000800 0
074 B000800 6351
074 C000800 0
074 D000800 0
074 E000800 1259
074 F000800 191016
074 G000800 0
074 H000800 0
074 I000800 0
074 J000800 17
074 K000800 0
074 L000800 613
074 M000800 1
074 N000800 199257
074 O000800 148
074 P000800 77
074 Q000800 0
074 R010800 0
074 R020800 0
074 R030800 0
074 R040800 304
074 S000800 0
074 T000800 198728
074 U010800 16395
074 U020800 1267
074 V010800 11.25
074 V020800 11.24
074 W000800 0.0000
074 X000800 0
074 Y000800 0
075 A000800 0
075 B000800 184108
076 000800 0.00
SIGNATURE THOMAS F. MCDONOUGH
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. Money Market Portfolio Annual Report for the fiscal year ended 12/31/98 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> Scudder V.L. Money Market Portfolio
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-01-1998
<PERIOD-END> Dec-31-1998
<INVESTMENTS-AT-COST> 147,083,014
<INVESTMENTS-AT-VALUE> 147,083,014
<RECEIVABLES> 1,379,282
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<TOTAL-ASSETS> 148,467,304
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<OTHER-ITEMS-LIABILITIES> 314,875
<TOTAL-LIABILITIES> 314,875
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 148,152,429
<SHARES-COMMON-STOCK> 148,152,429
<SHARES-COMMON-PRIOR> 102,576,377
<ACCUMULATED-NII-CURRENT> (0)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 148,152,429
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,380,286
<OTHER-INCOME> 0
<EXPENSES-NET> 580,806
<NET-INVESTMENT-INCOME> 6,799,480
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,799,480
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,799,480)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 376,936,553
<NUMBER-OF-SHARES-REDEEMED> (338,159,816)
<SHARES-REINVESTED> 6,799,315
<NET-CHANGE-IN-ASSETS> 45,576,052
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (4,318)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 486,458
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 580,806
<AVERAGE-NET-ASSETS> 131,391,311
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (0.05)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. Bond Portfolio Annual Report for the fiscal year ended 12/31/98 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> Scudder V.L. Bond Portfolio
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 103,855,354
<INVESTMENTS-AT-VALUE> 104,506,328
<RECEIVABLES> 2,045,051
<ASSETS-OTHER> 653
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 106,552,032
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 127,441
<TOTAL-LIABILITIES> 127,441
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 102,592,329
<SHARES-COMMON-STOCK> 15,463,236
<SHARES-COMMON-PRIOR> 11,852,430
<ACCUMULATED-NII-CURRENT> 1,781,274
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,400,014
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 650,974
<NET-ASSETS> 106,424,591
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,399,646
<OTHER-INCOME> 0
<EXPENSES-NET> 526,797
<NET-INVESTMENT-INCOME> 5,872,849
<REALIZED-GAINS-CURRENT> 1,549,350
<APPREC-INCREASE-CURRENT> (1,599,146)
<NET-CHANGE-FROM-OPS> 5,823,053
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,348,241)
<DISTRIBUTIONS-OF-GAINS> (295,455)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 51,946,542
<NUMBER-OF-SHARES-REDEEMED> (32,732,036)
<SHARES-REINVESTED> 5,643,696
<NET-CHANGE-IN-ASSETS> 25,037,559
<ACCUMULATED-NII-PRIOR> 1,252,060
<ACCUMULATED-GAINS-PRIOR> 145,455
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 439,858
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 526,797
<AVERAGE-NET-ASSETS> 92,656,287
<PER-SHARE-NAV-BEGIN> 6.87
<PER-SHARE-NII> 0.43
<PER-SHARE-GAIN-APPREC> 0.01
<PER-SHARE-DIVIDEND> (0.40)
<PER-SHARE-DISTRIBUTIONS> (0.03)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 6.88
<EXPENSE-RATIO> 0.57
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. Capital Growth Portfolio Core Fund Annual Report for the fiscal year ended
12/31/98 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> SCUDDER V.L. CAPITAL GROWTH PORTFOLIO - CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 649,906,616
<INVESTMENTS-AT-VALUE> 901,009,380
<RECEIVABLES> 1,028,216
<ASSETS-OTHER> 3,129
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 902,040,725
<PAYABLE-FOR-SECURITIES> 154,442
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 547,776
<TOTAL-LIABILITIES> 702,218
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 554,961,098
<SHARES-COMMON-STOCK> 37,591,894
<SHARES-COMMON-PRIOR> 32,750,652
<ACCUMULATED-NII-CURRENT> 1,303,149
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 93,971,208
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 251,103,052
<NET-ASSETS> 901,338,507
<DIVIDEND-INCOME> 7,784,320
<INTEREST-INCOME> 1,956,948
<OTHER-INCOME> 0
<EXPENSES-NET> 3,913,732
<NET-INVESTMENT-INCOME> 5,827,536
<REALIZED-GAINS-CURRENT> 94,147,425
<APPREC-INCREASE-CURRENT> 60,345,461
<NET-CHANGE-FROM-OPS> 160,320,422
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,931,987)
<DISTRIBUTIONS-OF-GAINS> (37,496,910)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 221,448,528
<NUMBER-OF-SHARES-REDEEMED> (156,849,029)
<SHARES-REINVESTED> 43,428,896
<NET-CHANGE-IN-ASSETS> 108,028,395
<ACCUMULATED-NII-PRIOR> 1,414,095
<ACCUMULATED-GAINS-PRIOR> 37,349,214
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,628,132
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,913,732
<AVERAGE-NET-ASSETS> 778,004,138
<PER-SHARE-NAV-BEGIN> 20.63
<PER-SHARE-NII> 0.16
<PER-SHARE-GAIN-APPREC> 4.46
<PER-SHARE-DIVIDEND> (0.17)
<PER-SHARE-DISTRIBUTIONS> (1.13)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 23.95
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. Capital Growth Portfolio Core Fund Annual Report for the fiscal year ended
12/31/98 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 32
<NAME> SCUDDER V.L. CAPITAL GROWTH PORTFOLIO - CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 649,906,616
<INVESTMENTS-AT-VALUE> 901,009,380
<RECEIVABLES> 1,028,216
<ASSETS-OTHER> 3,129
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 902,040,725
<PAYABLE-FOR-SECURITIES> 154,442
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 547,776
<TOTAL-LIABILITIES> 702,218
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 554,961,098
<SHARES-COMMON-STOCK> 34,617
<SHARES-COMMON-PRIOR> 26,545
<ACCUMULATED-NII-CURRENT> 1,303,149
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 93,971,208
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 251,103,052
<NET-ASSETS> 901,338,507
<DIVIDEND-INCOME> 7,784,320
<INTEREST-INCOME> 1,956,948
<OTHER-INCOME> 0
<EXPENSES-NET> 3,913,732
<NET-INVESTMENT-INCOME> 5,827,536
<REALIZED-GAINS-CURRENT> 94,147,425
<APPREC-INCREASE-CURRENT> 60,345,461
<NET-CHANGE-FROM-OPS> 160,320,422
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,769)
<DISTRIBUTIONS-OF-GAINS> (31,248)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 449,018
<NUMBER-OF-SHARES-REDEEMED> (348,013)
<SHARES-REINVESTED> 35,017
<NET-CHANGE-IN-ASSETS> 136,022
<ACCUMULATED-NII-PRIOR> 1,414,095
<ACCUMULATED-GAINS-PRIOR> 37,349,214
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,628,132
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,913,732
<AVERAGE-NET-ASSETS> 694,790
<PER-SHARE-NAV-BEGIN> 20.61
<PER-SHARE-NII> 0.11
<PER-SHARE-GAIN-APPREC> 4.45
<PER-SHARE-DIVIDEND> (0.12)
<PER-SHARE-DISTRIBUTIONS> (1.13)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 23.92
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. Balanced Portfolio Annual Report for the fiscal year ended 12/31/98 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> Scudder V.L. Balanced Portfolio
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 123,561,541
<INVESTMENTS-AT-VALUE> 159,363,805
<RECEIVABLES> 2,442,396
<ASSETS-OTHER> 732
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 161,806,933
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 174,984
<TOTAL-LIABILITIES> 174,984
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 112,025,935
<SHARES-COMMON-STOCK> 10,629,925
<SHARES-COMMON-PRIOR> 8,902,042
<ACCUMULATED-NII-CURRENT> 1,005,263
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,798,487
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 35,802,264
<NET-ASSETS> 161,631,949
<DIVIDEND-INCOME> 703,676
<INTEREST-INCOME> 3,762,804
<OTHER-INCOME> 0
<EXPENSES-NET> 760,267
<NET-INVESTMENT-INCOME> 3,706,213
<REALIZED-GAINS-CURRENT> 12,882,748
<APPREC-INCREASE-CURRENT> 12,183,268
<NET-CHANGE-FROM-OPS> 28,772,229
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,532,592)
<DISTRIBUTIONS-OF-GAINS> (6,021,605)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 36,814,365
<NUMBER-OF-SHARES-REDEEMED> (22,327,861)
<SHARES-REINVESTED> 9,554,198
<NET-CHANGE-IN-ASSETS> 43,258,734
<ACCUMULATED-NII-PRIOR> 811,442
<ACCUMULATED-GAINS-PRIOR> 5,933,762
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 648,870
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 760,267
<AVERAGE-NET-ASSETS> 136,646,606
<PER-SHARE-NAV-BEGIN> 13.30
<PER-SHARE-NII> 0.37
<PER-SHARE-GAIN-APPREC> 2.56
<PER-SHARE-DIVIDEND> (0.36)
<PER-SHARE-DISTRIBUTIONS> (0.66)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 15.21
<EXPENSE-RATIO> 0.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. Global Discovery Portfolio Core Fund Annual Report for the fiscal year
ended 12/31/98 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> SCUDDER V.L. GLOBAL DISCOVERY PORTFOLIO - CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 24,336,696
<INVESTMENTS-AT-VALUE> 30,082,288
<RECEIVABLES> 247,475
<ASSETS-OTHER> 125
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 30,329,888
<PAYABLE-FOR-SECURITIES> 694,480
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 132,379
<TOTAL-LIABILITIES> 826,859
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,634,905
<SHARES-COMMON-STOCK> 3,172,540
<SHARES-COMMON-PRIOR> 2,526,754
<ACCUMULATED-NII-CURRENT> 899
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 121,099
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,746,126
<NET-ASSETS> 29,503,029
<DIVIDEND-INCOME> 215,047
<INTEREST-INCOME> 107,564
<OTHER-INCOME> 0
<EXPENSES-NET> 428,622
<NET-INVESTMENT-INCOME> (106,011)
<REALIZED-GAINS-CURRENT> 514,766
<APPREC-INCREASE-CURRENT> 3,279,878
<NET-CHANGE-FROM-OPS> 3,688,633
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (312,453)
<DISTRIBUTIONS-OF-GAINS> (182,265)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18,978,160
<NUMBER-OF-SHARES-REDEEMED> (14,676,750)
<SHARES-REINVESTED> 494,718
<NET-CHANGE-IN-ASSETS> 4,796,128
<ACCUMULATED-NII-PRIOR> 348,103
<ACCUMULATED-GAINS-PRIOR> (235,671)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 237,980
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 445,106
<AVERAGE-NET-ASSETS> 21,133,739
<PER-SHARE-NAV-BEGIN> 7.08
<PER-SHARE-NII> (0.03)
<PER-SHARE-GAIN-APPREC> 1.18
<PER-SHARE-DIVIDEND> (0.12)
<PER-SHARE-DISTRIBUTIONS> (0.07)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 8.04
<EXPENSE-RATIO> 1.72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. Global Discovery Portfolio Core Fund Annual Report for the fiscal year
ended 12/31/98 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 52
<NAME> SCUDDER V.L. GLOBAL DISCOVERY PORTFOLIO - CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 24,336,696
<INVESTMENTS-AT-VALUE> 30,082,288
<RECEIVABLES> 247,475
<ASSETS-OTHER> 125
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 30,329,888
<PAYABLE-FOR-SECURITIES> 694,480
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 132,379
<TOTAL-LIABILITIES> 826,859
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 23,634,905
<SHARES-COMMON-STOCK> 500,409
<SHARES-COMMON-PRIOR> 314,140
<ACCUMULATED-NII-CURRENT> 899
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 121,099
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,746,126
<NET-ASSETS> 29,503,029
<DIVIDEND-INCOME> 215,047
<INTEREST-INCOME> 107,564
<OTHER-INCOME> 0
<EXPENSES-NET> 428,622
<NET-INVESTMENT-INCOME> (106,011)
<REALIZED-GAINS-CURRENT> 514,766
<APPREC-INCREASE-CURRENT> 3,279,878
<NET-CHANGE-FROM-OPS> 3,688,633
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (41,745)
<DISTRIBUTIONS-OF-GAINS> (24,351)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,431,156
<NUMBER-OF-SHARES-REDEEMED> (1,033,311)
<SHARES-REINVESTED> 66,096
<NET-CHANGE-IN-ASSETS> 1,463,941
<ACCUMULATED-NII-PRIOR> 348,103
<ACCUMULATED-GAINS-PRIOR> (235,671)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 237,980
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 445,106
<AVERAGE-NET-ASSETS> 3,279,570
<PER-SHARE-NAV-BEGIN> 7.07
<PER-SHARE-NII> (0.05)
<PER-SHARE-GAIN-APPREC> 1.18
<PER-SHARE-DIVIDEND> (0.12)
<PER-SHARE-DISTRIBUTIONS> (0.07)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 8.01
<EXPENSE-RATIO> 1.98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. International Portfolio Core Fund Annual Report for the fiscal year ended
12/31/98 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> SCUDDER V.L. INTERNATIONAL PORTFOLIO CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 420,112,935
<INVESTMENTS-AT-VALUE> 511,592,781
<RECEIVABLES> 2,590,785
<ASSETS-OTHER> 4,966
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 514,188,532
<PAYABLE-FOR-SECURITIES> 642,554
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,354,460
<TOTAL-LIABILITIES> 4,997,014
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 364,867,233
<SHARES-COMMON-STOCK> 34,950,563
<SHARES-COMMON-PRIOR> 30,264,570
<ACCUMULATED-NII-CURRENT> 2,705,077
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 52,424,028
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 89,195,180
<NET-ASSETS> 509,191,518
<DIVIDEND-INCOME> 7,756,698
<INTEREST-INCOME> 1,575,336
<OTHER-INCOME> 0
<EXPENSES-NET> 5,014,620
<NET-INVESTMENT-INCOME> 4,317,414
<REALIZED-GAINS-CURRENT> 51,917,934
<APPREC-INCREASE-CURRENT> 24,787,072
<NET-CHANGE-FROM-OPS> 81,022,420
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7,697,972)
<DISTRIBUTIONS-OF-GAINS> (50,628,971)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 821,855,468
<NUMBER-OF-SHARES-REDEEMED> (820,883,462)
<SHARES-REINVESTED> 58,326,944
<NET-CHANGE-IN-ASSETS> 59,298,950
<ACCUMULATED-NII-PRIOR> 7,228,444
<ACCUMULATED-GAINS-PRIOR> 49,739,061
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,168,595
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,014,620
<AVERAGE-NET-ASSETS> 480,368,594
<PER-SHARE-NAV-BEGIN> 14.11
<PER-SHARE-NII> 0.13
<PER-SHARE-GAIN-APPREC> 2.29
<PER-SHARE-DIVIDEND> (0.26)
<PER-SHARE-DISTRIBUTIONS> (1.71)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.56
<EXPENSE-RATIO> 1.04
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
V.L. International Portfolio Core Fund Annual Report for the fiscal year ended
12/31/98 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<SERIES>
<NUMBER> 62
<NAME> SCUDDER V.L. INTERNATIONAL PORTFOLIO CORE FUND CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 420,112,935
<INVESTMENTS-AT-VALUE> 511,592,781
<RECEIVABLES> 2,590,785
<ASSETS-OTHER> 4,966
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 514,188,532
<PAYABLE-FOR-SECURITIES> 642,554
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,354,460
<TOTAL-LIABILITIES> 4,997,014
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 364,867,233
<SHARES-COMMON-STOCK> 25,342
<SHARES-COMMON-PRIOR> 24,670
<ACCUMULATED-NII-CURRENT> 2,705,077
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 52,424,028
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 89,195,180
<NET-ASSETS> 509,191,518
<DIVIDEND-INCOME> 7,756,698
<INTEREST-INCOME> 1,575,336
<OTHER-INCOME> 0
<EXPENSES-NET> 5,014,620
<NET-INVESTMENT-INCOME> 4,317,414
<REALIZED-GAINS-CURRENT> 51,917,934
<APPREC-INCREASE-CURRENT> 24,787,072
<NET-CHANGE-FROM-OPS> 81,022,420
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,202)
<DISTRIBUTIONS-OF-GAINS> (42,421)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34,594
<NUMBER-OF-SHARES-REDEEMED> (75,383)
<SHARES-REINVESTED> 48,623
<NET-CHANGE-IN-ASSETS> 7,834
<ACCUMULATED-NII-PRIOR> 7,228,444
<ACCUMULATED-GAINS-PRIOR> 49,739,061
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,168,595
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,014,620
<AVERAGE-NET-ASSETS> 385,856
<PER-SHARE-NAV-BEGIN> 14.08
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 2.29
<PER-SHARE-DIVIDEND> (0.25)
<PER-SHARE-DISTRIBUTIONS> (1.71)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.51
<EXPENSE-RATIO> 1.28
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Variable Life - Growth & Income Annual Report for the fiscal year ended 12/31/98
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 8
<NAME> Scudder Variable Life - Growth & Income - CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 173,290,491
<INVESTMENTS-AT-VALUE> 198,626,477
<RECEIVABLES> 630,027
<ASSETS-OTHER> 534
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 199,257,038
<PAYABLE-FOR-SECURITIES> 148,440
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 380,600
<TOTAL-LIABILITIES> 529,040
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 157,951,701
<SHARES-COMMON-STOCK> 16,394,977
<SHARES-COMMON-PRIOR> 13,656,612
<ACCUMULATED-NII-CURRENT> 1,276,374
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,163,871
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 25,336,052
<NET-ASSETS> 198,727,998
<DIVIDEND-INCOME> 5,128,483
<INTEREST-INCOME> 342,362
<OTHER-INCOME> 0
<EXPENSES-NET> 1,061,953
<NET-INVESTMENT-INCOME> 4,408,892
<REALIZED-GAINS-CURRENT> 14,139,726
<APPREC-INCREASE-CURRENT> (7,231,709)
<NET-CHANGE-FROM-OPS> 11,316,909
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,753,510)
<DISTRIBUTIONS-OF-GAINS> (10,931,939)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 75,991,394
<NUMBER-OF-SHARES-REDEEMED> (59,210,902)
<SHARES-REINVESTED> 14,685,449
<NET-CHANGE-IN-ASSETS> 31,465,941
<ACCUMULATED-NII-PRIOR> 927,946
<ACCUMULATED-GAINS-PRIOR> 11,421,161
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 874,193
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,061,953
<AVERAGE-NET-ASSETS> 172,146,049
<PER-SHARE-NAV-BEGIN> 11.48
<PER-SHARE-NII> 0.27
<PER-SHARE-GAIN-APPREC> 0.54
<PER-SHARE-DIVIDEND> (0.25)
<PER-SHARE-DISTRIBUTIONS> (0.79)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.25
<EXPENSE-RATIO> 0.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the Scudder
Variable Life - Growth & Income Annual Report for the fiscal year ended 12/31/98
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 82
<NAME> Scudder Variable Life - Growth & Income - CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 173,290,491
<INVESTMENTS-AT-VALUE> 198,626,477
<RECEIVABLES> 630,027
<ASSETS-OTHER> 534
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 199,257,038
<PAYABLE-FOR-SECURITIES> 148,440
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 380,600
<TOTAL-LIABILITIES> 529,040
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 157,951,701
<SHARES-COMMON-STOCK> 1,267,444
<SHARES-COMMON-PRIOR> 593,475
<ACCUMULATED-NII-CURRENT> 1,276,374
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,163,871
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 25,336,052
<NET-ASSETS> 198,727,998
<DIVIDEND-INCOME> 5,128,483
<INTEREST-INCOME> 342,362
<OTHER-INCOME> 0
<EXPENSES-NET> 1,061,953
<NET-INVESTMENT-INCOME> 4,408,892
<REALIZED-GAINS-CURRENT> 14,139,726
<APPREC-INCREASE-CURRENT> (7,231,709)
<NET-CHANGE-FROM-OPS> 11,316,909
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (233,817)
<DISTRIBUTIONS-OF-GAINS> (570,394)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,860,282
<NUMBER-OF-SHARES-REDEEMED> (2,833,290)
<SHARES-REINVESTED> 804,210
<NET-CHANGE-IN-ASSETS> 7,831,202
<ACCUMULATED-NII-PRIOR> 927,946
<ACCUMULATED-GAINS-PRIOR> 11,421,161
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 874,193
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,061,953
<AVERAGE-NET-ASSETS> 11,961,780
<PER-SHARE-NAV-BEGIN> 11.47
<PER-SHARE-NII> 0.25
<PER-SHARE-GAIN-APPREC> 0.54
<PER-SHARE-DIVIDEND> (0.23)
<PER-SHARE-DISTRIBUTIONS> (0.79)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 11.24
<EXPENSE-RATIO> 0.79
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of Scudder Variable Life Investment Fund
In planning and performing our audit of the financial statements and financial
highlights (hereinafter referred to as "financial statements") of Scudder
Variable Life Investment Fund for the year ended December 31, 1998, we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on internal control.
The management of Scudder Variable Life Investment Fund is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in conformity with
generally accepted accounting principles. Those controls include the
safeguarding of assets against unauthorized acquisition, use, or disposition.
Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.
Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
December 31, 1998.
This report is intended solely for the information and use of management, the
Trustees of Scudder Variable Life Investment Fund and the Securities and
Exchange Commission.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 5, 1999
Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Money Market Portfolio
Ladies and Gentlemen:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. Pursuant to the Fund's Declaration of Trust, as amended from
time-to-time (the "Declaration"), the Board of Trustees has divided the Fund's
shares of beneficial interest, without par value, (the "Shares") into separate
series, or funds, including Money Market Portfolio (the "Portfolio"). Series may
be abolished and dissolved, and additional series established, from time to time
by action of the Trustees.
The Fund, on behalf of the Portfolio, has selected you to act as the sole
investment manager of the Portfolio and to provide certain other services, as
more fully set forth below, and you have indicated that you are willing to act
as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Fund on behalf of the
Portfolio agrees with you as follows:
1. Delivery of Documents. The Fund engages in the business of investing
and reinvesting the assets of the Portfolio in the manner and in accordance with
the investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Portfolio included in the Fund's Registration
Statement on Form N-1A, as amended from time to time, (the "Registration
Statement") filed by the Fund under the Investment Company Act of 1940, as
amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of
the documents referred to in the preceding sentence have been furnished to you
by the Fund. The Fund has also furnished you with copies properly certified or
authenticated of each of the following additional documents related to the Fund
and the Portfolio:
(a) The Declaration dated December 11, 1997 as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Fund and the shareholders of the
Portfolio selecting you as investment manager and approving the form of
this Agreement.
<PAGE>
(d) Establishment and Designation of Series of Shares of Beneficial Interest
dated February 9, 1996 relating to the Portfolio.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Fund a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Fund's name
(the "Portfolio Name"), and (ii) the Scudder Marks in connection with the Fund's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Fund,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Fund agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Fund's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Fund shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Fund further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Fund rendered during the one-year period preceding the
date of this Agreement are acceptable. At your reasonable request, the Fund
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Fund as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Fund, or you no longer are a
licensee of the Scudder Marks, the Fund shall (to the extent that, and as soon
as, it lawfully can) cease to use the Portfolio Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
any organization which shall have succeeded to your business as investment
manager) or the Trademark Owner. In no event shall the Fund use the Scudder
Marks or any other name or mark confusingly similar thereto (including, but not
limited to, any name or mark that includes the name "Scudder") if this Agreement
or any other investment advisory agreement between you (or your successor) and
the Portfolio is terminated.
3. Portfolio Management Services. As manager of the assets of the
Portfolio, you shall provide continuing investment management of the assets of
the Portfolio in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions of
the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code")
relating to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and regulations of
which you have knowledge; subject always to policies and instructions adopted by
the Fund's Board of Trustees. In connection therewith, you shall use reasonable
efforts to manage the Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder. The Portfolio shall have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to your
investment advisory clients. In managing the Portfolio in accordance with the
requirements set forth in this section 3, you shall be entitled to receive and
act upon advice of counsel to the
2
<PAGE>
Fund or counsel to you. You shall also make available to the Fund promptly upon
request all of the Portfolio's investment records and ledgers as are necessary
to assist the Fund in complying with the requirements of the 1940 Act and other
applicable laws. To the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information or reports in
connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Fund are being
conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Portfolio and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Portfolio policies as expressed in the Registration Statement. You shall
determine what portion of the Portfolio's portfolio shall be invested in
securities and other assets and what portion, if any, should be held uninvested.
You shall furnish to the Fund's Board of Trustees periodic reports on the
investment performance of the Portfolio and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Fund's officers or Board of Trustees shall
reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Portfolio such office space and facilities in the United States as
the Portfolio may require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the Fund administrative
services on behalf of the Portfolio necessary for operating as an open-end
investment company and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and meeting materials for
the Fund's Board of Trustees and reports and notices to Portfolio shareholders;
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Portfolio operations; preparing
and making filings with the Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Portfolio's transfer agent; assisting in the preparation and filing of the
Portfolio's federal, state and local tax returns; preparing and filing the
Portfolio's federal excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net asset value;
monitoring the registration of Shares of the Portfolio under applicable federal
and state securities laws; maintaining or causing to be maintained for the
Portfolio all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Portfolio's custodian or other agents of
the Portfolio; assisting in establishing the accounting policies of the
Portfolio; assisting in the resolution of accounting issues that may arise with
respect to the Portfolio's operations and consulting with the Portfolio's
independent accountants, legal counsel and the Portfolio's other agents as
necessary in connection therewith; establishing and monitoring the Portfolio's
operating expense budgets; reviewing the Portfolio's bills; processing the
payment of bills that have been approved by an authorized person; assisting the
Portfolio in determining the amount of dividends and distributions available to
be paid by the Portfolio to its shareholders, preparing and arranging for the
printing of dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions;
3
<PAGE>
and otherwise assisting the Fund as it may reasonably request in the conduct of
the Portfolio's business, subject to the direction and control of the Fund's
Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or
to diminish the obligations of any agent of the Portfolio or any other person
not a party to this Agreement which is obligated to provide services to the
Portfolio.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Fund (including the
Portfolio's share of payroll taxes) who are affiliated persons of you, and you
shall make available, without expense to the Portfolio, the services of such of
your directors, officers and employees as may duly be elected officers of the
Fund, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Portfolio other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Portfolio's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Portfolio:
organization expenses of the Portfolio (including out-of-pocket expenses, but
not including your overhead or employee costs); fees payable to you and to any
other Portfolio advisors or consultants; legal expenses; auditing and accounting
expenses; maintenance of books and records which are required to be maintained
by the Portfolio's custodian or other agents of the Fund; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by the Portfolio in connection with
membership in investment company trade organizations; fees and expenses of the
Portfolio's accounting agent, custodians, subcustodians, transfer agents,
dividend disbursing agents and registrars; payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and, except as
provided below in this section 5, other expenses in connection with the
issuance, offering, distribution, sale, redemption or repurchase of securities
issued by the Portfolio; expenses relating to investor and public relations;
expenses and fees of registering or qualifying Shares of the Portfolio for sale;
interest charges, bond premiums and other insurance expense; freight, insurance
and other charges in connection with the shipment of the Portfolio's portfolio
securities; the compensation and all expenses (specifically including travel
expenses relating to Fund business) of Trustees, officers and employees of the
Fund who are not affiliated persons of you; brokerage commissions or other costs
of acquiring or disposing of any portfolio securities of the Portfolio; expenses
of printing and distributing reports, notices and dividends to shareholders;
expenses of printing and mailing Prospectuses and SAIs of the Portfolio and
supplements thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Fund; costs of shareholders' and
other meetings; and travel expenses (or an appropriate portion thereof) of
Trustees and officers of the Fund who are directors, officers or employees of
you to the extent that such expenses relate to attendance at meetings of the
Board of Trustees of the Fund or any committees thereof or advisors thereto held
outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Portfolio if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Portfolio's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume some
or all of such expenses, or (ii) the Fund on behalf of the Portfolio shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that
the Portfolio (or some other party) shall assume some or all of such expenses.
You shall be required to pay such of the foregoing sales expenses as are not
required to be paid by the principal
4
<PAGE>
underwriter pursuant to the underwriting agreement or are not permitted to be
paid by the Portfolio (or some other party) pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Fund on behalf of the Portfolio shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.37 of 1 percent of the average daily net assets as defined below of the
Portfolio for such month over any compensation waived by you from time to time
(as more fully described below). You shall be entitled to receive during any
month such interim payments of your fee hereunder as you shall request, provided
that no such payment shall exceed 75 percent of the amount of your fee then
accrued on the books of the Portfolio and unpaid.
The "average daily net assets" of the Portfolio shall mean the average of
the values placed on the Portfolio's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Portfolio is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Portfolio lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Portfolio shall always be determined pursuant to the applicable provisions of
the Declaration and the Registration Statement. If the determination of net
asset value does not take place for any particular day, then for the purposes of
this section 6, the value of the net assets of the Portfolio as last determined
shall be deemed to be the value of its net assets as of 4:00 p.m. (New York
time), or as of such other time as the value of the net assets of the
Portfolio's portfolio may be lawfully determined on that day. If the Portfolio
determines the value of the net assets of its portfolio more than once on any
day, then the last such determination thereof on that day shall be deemed to be
the sole determination thereof on that day for the purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Portfolio's expenses, as
if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Portfolio, neither you nor any of your directors,
officers or employees shall act as a principal or agent or receive any
commission. You or your agent shall arrange for the placing of all orders for
the purchase and sale of portfolio securities and other investments for the
Portfolio's account with brokers or dealers selected by you in accordance with
Portfolio policies as expressed in the Registration Statement. If any occasion
should arise in which you give any advice to clients of yours concerning the
Shares of the Portfolio, you shall act solely as investment counsel for such
clients and not in any way on behalf of the Portfolio.
Your services to the Portfolio pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Fund. Whenever the
Portfolio and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities shall be allocated in a manner believed by the Manager to be
equitable. The Portfolio recognizes that in
5
<PAGE>
some cases this procedure may adversely affect the size of the position that may
be acquired or disposed of for the Portfolio.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Fund agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Fund, the Portfolio or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Portfolio shall be deemed,
when acting within the scope of his or her employment by the Portfolio, to be
acting in such employment solely for the Portfolio and not as your employee or
agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1999, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Trustees of the Fund, or by the vote of a majority of the outstanding
voting securities of the Portfolio. The aforesaid requirement that continuance
of this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Portfolio or by the Fund's Board of
Trustees on 60 days' written notice to you, or by you on 60 days' written notice
to the Fund. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration collectively
as Trustees and not as individuals or personally, and that no shareholder of the
Portfolio, or Trustee, officer, employee or agent of the Fund, shall be subject
to claims against or obligations of the Fund or of the Portfolio to any extent
whatsoever, but that the Fund estate only shall be liable.
You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the
Fund on behalf of the Portfolio pursuant to this Agreement shall be limited in
all cases to the Portfolio and its assets, and you shall not seek satisfaction
of
6
<PAGE>
any such obligation from the shareholders or any shareholder of the Portfolio or
any other series of the Fund, or from any Trustee, officer, employee or agent of
the Fund. You understand that the rights and obligations of each Portfolio, or
series, under the Declaration are separate and distinct from those of any and
all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Portfolio to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Fund on behalf of the Portfolio.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER VARIABLE LIFE INVESTMENT
FUND, on behalf of
Money Market Portfolio
By: /s/ Thomas F. McDonough
--------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Daniel Pierce
--------------------------
Managing Director
7
Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Bond Portfolio
Ladies and Gentlemen:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. Pursuant to the Fund's Declaration of Trust, as amended from
time-to-time (the "Declaration"), the Board of Trustees has divided the Fund's
shares of beneficial interest, without par value, (the "Shares") into separate
series, or funds, including Bond Portfolio (the "Portfolio"). Series may be
abolished and dissolved, and additional series established, from time to time by
action of the Trustees.
The Fund, on behalf of the Portfolio, has selected you to act as the sole
investment manager of the Portfolio and to provide certain other services, as
more fully set forth below, and you have indicated that you are willing to act
as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Fund on behalf of the
Portfolio agrees with you as follows:
1. Delivery of Documents. The Fund engages in the business of investing
and reinvesting the assets of the Portfolio in the manner and in accordance with
the investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Portfolio included in the Fund's Registration
Statement on Form N-1A, as amended from time to time, (the "Registration
Statement") filed by the Fund under the Investment Company Act of 1940, as
amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of
the documents referred to in the preceding sentence have been furnished to you
by the Fund. The Fund has also furnished you with copies properly certified or
authenticated of each of the following additional documents related to the Fund
and the Portfolio:
(a) The Declaration dated December 11, 1997 as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Fund and the shareholders of the
Portfolio selecting you as investment manager and approving the form of
this Agreement.
<PAGE>
(d) Establishment and Designation of Series of Shares of Beneficial Interest
dated February 9, 1996 relating to the Portfolio.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Fund a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Fund's name
(the "Portfolio Name"), and (ii) the Scudder Marks in connection with the Fund's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Fund,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Fund agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Fund's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Fund shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Fund further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Fund rendered during the one-year period preceding the
date of this Agreement are acceptable. At your reasonable request, the Fund
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Fund as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Fund, or you no longer are a
licensee of the Scudder Marks, the Fund shall (to the extent that, and as soon
as, it lawfully can) cease to use the Portfolio Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
any organization which shall have succeeded to your business as investment
manager) or the Trademark Owner. In no event shall the Fund use the Scudder
Marks or any other name or mark confusingly similar thereto (including, but not
limited to, any name or mark that includes the name "Scudder") if this Agreement
or any other investment advisory agreement between you (or your successor) and
the Portfolio is terminated.
3. Portfolio Management Services. As manager of the assets of the
Portfolio, you shall provide continuing investment management of the assets of
the Portfolio in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions of
the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code")
relating to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and regulations of
which you have knowledge; subject always to policies and instructions adopted by
the Fund's Board of Trustees. In connection therewith, you shall use reasonable
efforts to manage the Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder. The Portfolio shall have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to your
investment advisory clients. In managing the Portfolio in accordance with the
requirements set forth in this section 3, you shall be entitled to receive and
act upon advice of counsel to the
2
<PAGE>
Fund or counsel to you. You shall also make available to the Fund promptly upon
request all of the Portfolio's investment records and ledgers as are necessary
to assist the Fund in complying with the requirements of the 1940 Act and other
applicable laws. To the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information or reports in
connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Fund are being
conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Portfolio and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Portfolio policies as expressed in the Registration Statement. You shall
determine what portion of the Portfolio's portfolio shall be invested in
securities and other assets and what portion, if any, should be held uninvested.
You shall furnish to the Fund's Board of Trustees periodic reports on the
investment performance of the Portfolio and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Fund's officers or Board of Trustees shall
reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Portfolio such office space and facilities in the United States as
the Portfolio may require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the Fund administrative
services on behalf of the Portfolio necessary for operating as an open-end
investment company and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and meeting materials for
the Fund's Board of Trustees and reports and notices to Portfolio shareholders;
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Portfolio operations; preparing
and making filings with the Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Portfolio's transfer agent; assisting in the preparation and filing of the
Portfolio's federal, state and local tax returns; preparing and filing the
Portfolio's federal excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net asset value;
monitoring the registration of Shares of the Portfolio under applicable federal
and state securities laws; maintaining or causing to be maintained for the
Portfolio all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Portfolio's custodian or other agents of
the Portfolio; assisting in establishing the accounting policies of the
Portfolio; assisting in the resolution of accounting issues that may arise with
respect to the Portfolio's operations and consulting with the Portfolio's
independent accountants, legal counsel and the Portfolio's other agents as
necessary in connection therewith; establishing and monitoring the Portfolio's
operating expense budgets; reviewing the Portfolio's bills; processing the
payment of bills that have been approved by an authorized person; assisting the
Portfolio in determining the amount of dividends and distributions available to
be paid by the Portfolio to its shareholders, preparing and arranging for the
printing of dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions;
3
<PAGE>
and otherwise assisting the Fund as it may reasonably request in the conduct of
the Portfolio's business, subject to the direction and control of the Fund's
Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or
to diminish the obligations of any agent of the Portfolio or any other person
not a party to this Agreement which is obligated to provide services to the
Portfolio.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Fund (including the
Portfolio's share of payroll taxes) who are affiliated persons of you, and you
shall make available, without expense to the Portfolio, the services of such of
your directors, officers and employees as may duly be elected officers of the
Fund, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Portfolio other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Portfolio's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Portfolio:
organization expenses of the Portfolio (including out-of-pocket expenses, but
not including your overhead or employee costs); fees payable to you and to any
other Portfolio advisors or consultants; legal expenses; auditing and accounting
expenses; maintenance of books and records which are required to be maintained
by the Portfolio's custodian or other agents of the Fund; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by the Portfolio in connection with
membership in investment company trade organizations; fees and expenses of the
Portfolio's accounting agent, custodians, subcustodians, transfer agents,
dividend disbursing agents and registrars; payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and, except as
provided below in this section 5, other expenses in connection with the
issuance, offering, distribution, sale, redemption or repurchase of securities
issued by the Portfolio; expenses relating to investor and public relations;
expenses and fees of registering or qualifying Shares of the Portfolio for sale;
interest charges, bond premiums and other insurance expense; freight, insurance
and other charges in connection with the shipment of the Portfolio's portfolio
securities; the compensation and all expenses (specifically including travel
expenses relating to Fund business) of Trustees, officers and employees of the
Fund who are not affiliated persons of you; brokerage commissions or other costs
of acquiring or disposing of any portfolio securities of the Portfolio; expenses
of printing and distributing reports, notices and dividends to shareholders;
expenses of printing and mailing Prospectuses and SAIs of the Portfolio and
supplements thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Fund; costs of shareholders' and
other meetings; and travel expenses (or an appropriate portion thereof) of
Trustees and officers of the Fund who are directors, officers or employees of
you to the extent that such expenses relate to attendance at meetings of the
Board of Trustees of the Fund or any committees thereof or advisors thereto held
outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Portfolio if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Portfolio's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume some
or all of such expenses, or (ii) the Fund on behalf of the Portfolio shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that
the Portfolio (or some other party) shall assume some or all of such expenses.
You shall be required to pay such of the foregoing sales expenses as are not
required to be paid by the principal
4
<PAGE>
underwriter pursuant to the underwriting agreement or are not permitted to be
paid by the Portfolio (or some other party) pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Fund on behalf of the Portfolio shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.475 of 1 percent of the average daily net assets as defined below of the
Portfolio for such month over any compensation waived by you from time to time
(as more fully described below). You shall be entitled to receive during any
month such interim payments of your fee hereunder as you shall request, provided
that no such payment shall exceed 75 percent of the amount of your fee then
accrued on the books of the Portfolio and unpaid.
The "average daily net assets" of the Portfolio shall mean the average of
the values placed on the Portfolio's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Portfolio is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Portfolio lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Portfolio shall always be determined pursuant to the applicable provisions of
the Declaration and the Registration Statement. If the determination of net
asset value does not take place for any particular day, then for the purposes of
this section 6, the value of the net assets of the Portfolio as last determined
shall be deemed to be the value of its net assets as of 4:00 p.m. (New York
time), or as of such other time as the value of the net assets of the
Portfolio's portfolio may be lawfully determined on that day. If the Portfolio
determines the value of the net assets of its portfolio more than once on any
day, then the last such determination thereof on that day shall be deemed to be
the sole determination thereof on that day for the purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Portfolio's expenses, as
if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Portfolio, neither you nor any of your directors,
officers or employees shall act as a principal or agent or receive any
commission. You or your agent shall arrange for the placing of all orders for
the purchase and sale of portfolio securities and other investments for the
Portfolio's account with brokers or dealers selected by you in accordance with
Portfolio policies as expressed in the Registration Statement. If any occasion
should arise in which you give any advice to clients of yours concerning the
Shares of the Portfolio, you shall act solely as investment counsel for such
clients and not in any way on behalf of the Portfolio.
Your services to the Portfolio pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Fund. Whenever the
Portfolio and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities shall be allocated in a manner believed by the Manager to be
equitable. The Portfolio recognizes that in
5
<PAGE>
some cases this procedure may adversely affect the size of the position that may
be acquired or disposed of for the Portfolio.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Fund agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Fund, the Portfolio or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Portfolio shall be deemed,
when acting within the scope of his or her employment by the Portfolio, to be
acting in such employment solely for the Portfolio and not as your employee or
agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1999, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Trustees of the Fund, or by the vote of a majority of the outstanding
voting securities of the Portfolio. The aforesaid requirement that continuance
of this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Portfolio or by the Fund's Board of
Trustees on 60 days' written notice to you, or by you on 60 days' written notice
to the Fund. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration collectively
as Trustees and not as individuals or personally, and that no shareholder of the
Portfolio, or Trustee, officer, employee or agent of the Fund, shall be subject
to claims against or obligations of the Fund or of the Portfolio to any extent
whatsoever, but that the Fund estate only shall be liable.
You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the
Fund on behalf of the Portfolio pursuant to this Agreement shall be limited in
all cases to the Portfolio and its assets, and you shall not seek satisfaction
of
6
<PAGE>
any such obligation from the shareholders or any shareholder of the Portfolio or
any other series of the Fund, or from any Trustee, officer, employee or agent of
the Fund. You understand that the rights and obligations of each Portfolio, or
series, under the Declaration are separate and distinct from those of any and
all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Portfolio to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Fund on behalf of the Portfolio.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER VARIABLE LIFE INVESTMENT
FUND, on behalf of
Bond Portfolio
By: /s/ Thomas F. McDonough
--------------------------
Vice President
7
<PAGE>
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Daniel Pierce
--------------------------
Managing Director
8
Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Balanced Portfolio
Ladies and Gentlemen:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. Pursuant to the Fund's Declaration of Trust, as amended from
time-to-time (the "Declaration"), the Board of Trustees has divided the Fund's
shares of beneficial interest, without par value, (the "Shares") into separate
series, or funds, including Balanced Portfolio (the "Portfolio"). Series may be
abolished and dissolved, and additional series established, from time to time by
action of the Trustees.
The Fund, on behalf of the Portfolio, has selected you to act as the sole
investment manager of the Portfolio and to provide certain other services, as
more fully set forth below, and you have indicated that you are willing to act
as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Fund on behalf of the
Portfolio agrees with you as follows:
1. Delivery of Documents. The Fund engages in the business of investing
and reinvesting the assets of the Portfolio in the manner and in accordance with
the investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Portfolio included in the Fund's Registration
Statement on Form N-1A, as amended from time to time, (the "Registration
Statement") filed by the Fund under the Investment Company Act of 1940, as
amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of
the documents referred to in the preceding sentence have been furnished to you
by the Fund. The Fund has also furnished you with copies properly certified or
authenticated of each of the following additional documents related to the Fund
and the Portfolio:
(a) The Declaration dated December 11, 1997, as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Fund and the shareholders of the
Portfolio selecting you as investment manager and approving the form of
this Agreement.
<PAGE>
(d) Establishment and Designation of Series of Shares of Beneficial Interest
dated February 9, 1996 relating to the Portfolio.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Fund a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Fund's name
(the "Portfolio Name"), and (ii) the Scudder Marks in connection with the Fund's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Fund,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Fund agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Fund's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Fund shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Fund further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Fund rendered during the one-year period preceding the
date of this Agreement are acceptable. At your reasonable request, the Fund
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Fund as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Fund, or you no longer are a
licensee of the Scudder Marks, the Fund shall (to the extent that, and as soon
as, it lawfully can) cease to use the Portfolio Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
any organization which shall have succeeded to your business as investment
manager) or the Trademark Owner. In no event shall the Fund use the Scudder
Marks or any other name or mark confusingly similar thereto (including, but not
limited to, any name or mark that includes the name "Scudder") if this Agreement
or any other investment advisory agreement between you (or your successor) and
the Portfolio is terminated.
3. Portfolio Management Services. As manager of the assets of the
Portfolio, you shall provide continuing investment management of the assets of
the Portfolio in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions of
the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code")
relating to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and regulations of
which you have knowledge; subject always to policies and instructions adopted by
the Fund's Board of Trustees. In connection therewith, you shall use reasonable
efforts to manage the Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder. The Portfolio shall have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to your
investment advisory clients. In managing the Portfolio in
2
<PAGE>
accordance with the requirements set forth in this section 3, you shall be
entitled to receive and act upon advice of counsel to the Fund or counsel to
you. You shall also make available to the Fund promptly upon request all of the
Portfolio's investment records and ledgers as are necessary to assist the Fund
in complying with the requirements of the 1940 Act and other applicable laws. To
the extent required by law, you shall furnish to regulatory authorities having
the requisite authority any information or reports in connection with the
services provided pursuant to this Agreement which may be requested in order to
ascertain whether the operations of the Fund are being conducted in a manner
consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Portfolio and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Portfolio policies as expressed in the Registration Statement. You shall
determine what portion of the Portfolio's portfolio shall be invested in
securities and other assets and what portion, if any, should be held uninvested.
You shall furnish to the Fund's Board of Trustees periodic reports on the
investment performance of the Portfolio and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Fund's officers or Board of Trustees shall
reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Portfolio such office space and facilities in the United States as
the Portfolio may require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the Fund administrative
services on behalf of the Portfolio necessary for operating as an open-end
investment company and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and meeting materials for
the Fund's Board of Trustees and reports and notices to Portfolio shareholders;
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Portfolio operations; preparing
and making filings with the Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Portfolio's transfer agent; assisting in the preparation and filing of the
Portfolio's federal, state and local tax returns; preparing and filing the
Portfolio's federal excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net asset value;
monitoring the registration of Shares of the Portfolio under applicable federal
and state securities laws; maintaining or causing to be maintained for the
Portfolio all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Portfolio's custodian or other agents of
the Portfolio; assisting in establishing the accounting policies of the
Portfolio; assisting in the resolution of accounting issues that may arise with
respect to the Portfolio's operations and consulting with the Portfolio's
independent accountants, legal counsel and the Portfolio's other agents as
necessary in connection therewith; establishing and monitoring the Portfolio's
operating expense budgets; reviewing the Portfolio's bills; processing the
payment of bills that have been approved by an authorized person; assisting the
Portfolio in determining the amount of dividends and distributions available to
be paid by the Portfolio to its shareholders, preparing and arranging for the
3
<PAGE>
printing of dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions; and otherwise assisting the Fund as it may reasonably request
in the conduct of the Portfolio's business, subject to the direction and control
of the Fund's Board of Trustees. Nothing in this Agreement shall be deemed to
shift to you or to diminish the obligations of any agent of the Portfolio or any
other person not a party to this Agreement which is obligated to provide
services to the Portfolio.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Fund (including the
Portfolio's share of payroll taxes) who are affiliated persons of you, and you
shall make available, without expense to the Portfolio, the services of such of
your directors, officers and employees as may duly be elected officers of the
Fund, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Portfolio other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Portfolio's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Portfolio:
organization expenses of the Portfolio (including out-of-pocket expenses, but
not including your overhead or employee costs); fees payable to you and to any
other Portfolio advisors or consultants; legal expenses; auditing and accounting
expenses; maintenance of books and records which are required to be maintained
by the Portfolio's custodian or other agents of the Fund; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by the Portfolio in connection with
membership in investment company trade organizations; fees and expenses of the
Portfolio's accounting agent, custodians, subcustodians, transfer agents,
dividend disbursing agents and registrars; payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and, except as
provided below in this section 5, other expenses in connection with the
issuance, offering, distribution, sale, redemption or repurchase of securities
issued by the Portfolio; expenses relating to investor and public relations;
expenses and fees of registering or qualifying Shares of the Portfolio for sale;
interest charges, bond premiums and other insurance expense; freight, insurance
and other charges in connection with the shipment of the Portfolio's portfolio
securities; the compensation and all expenses (specifically including travel
expenses relating to Fund business) of Trustees, officers and employees of the
Fund who are not affiliated persons of you; brokerage commissions or other costs
of acquiring or disposing of any portfolio securities of the Portfolio; expenses
of printing and distributing reports, notices and dividends to shareholders;
expenses of printing and mailing Prospectuses and SAIs of the Portfolio and
supplements thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Fund; costs of shareholders' and
other meetings; and travel expenses (or an appropriate portion thereof) of
Trustees and officers of the Fund who are directors, officers or employees of
you to the extent that such expenses relate to attendance at meetings of the
Board of Trustees of the Fund or any committees thereof or advisors thereto held
outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Portfolio if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Portfolio's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume some
or all of such expenses, or (ii) the Fund
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<PAGE>
on behalf of the Portfolio shall have adopted a plan in conformity with Rule
12b-1 under the 1940 Act providing that the Portfolio (or some other party)
shall assume some or all of such expenses. You shall be required to pay such of
the foregoing sales expenses as are not required to be paid by the principal
underwriter pursuant to the underwriting agreement or are not permitted to be
paid by the Portfolio (or some other party) pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Fund on behalf of the Portfolio shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.475 of 1 percent of the average daily net assets as defined below of the
Portfolio for such month over any compensation waived by you from time to time
(as more fully described below). You shall be entitled to receive during any
month such interim payments of your fee hereunder as you shall request, provided
that no such payment shall exceed 75 percent of the amount of your fee then
accrued on the books of the Portfolio and unpaid.
The "average daily net assets" of the Portfolio shall mean the average of
the values placed on the Portfolio's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Portfolio is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Portfolio lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Portfolio shall always be determined pursuant to the applicable provisions of
the Declaration and the Registration Statement. If the determination of net
asset value does not take place for any particular day, then for the purposes of
this section 6, the value of the net assets of the Portfolio as last determined
shall be deemed to be the value of its net assets as of 4:00 p.m. (New York
time), or as of such other time as the value of the net assets of the
Portfolio's portfolio may be lawfully determined on that day. If the Portfolio
determines the value of the net assets of its portfolio more than once on any
day, then the last such determination thereof on that day shall be deemed to be
the sole determination thereof on that day for the purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Portfolio's expenses, as
if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Portfolio, neither you nor any of your directors,
officers or employees shall act as a principal or agent or receive any
commission. You or your agent shall arrange for the placing of all orders for
the purchase and sale of portfolio securities and other investments for the
Portfolio's account with brokers or dealers selected by you in accordance with
Portfolio policies as expressed in the Registration Statement. If any occasion
should arise in which you give any advice to clients of yours concerning the
Shares of the Portfolio, you shall act solely as investment counsel for such
clients and not in any way on behalf of the Portfolio.
Your services to the Portfolio pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Fund. Whenever the
Portfolio and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in
5
<PAGE>
accordance with procedures believed by the Manager to be equitable to each
entity. Similarly, opportunities to sell securities shall be allocated in a
manner believed by the Manager to be equitable. The Portfolio recognizes that in
some cases this procedure may adversely affect the size of the position that may
be acquired or disposed of for the Portfolio.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Fund agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Fund, the Portfolio or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Portfolio shall be deemed,
when acting within the scope of his or her employment by the Portfolio, to be
acting in such employment solely for the Portfolio and not as your employee or
agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1999, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Trustees of the Fund, or by the vote of a majority of the outstanding
voting securities of the Portfolio. The aforesaid requirement that continuance
of this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Portfolio or by the Fund's Board of
Trustees on 60 days' written notice to you, or by you on 60 days' written notice
to the Fund. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration collectively
as Trustees and not as individuals or personally, and that no shareholder of the
Portfolio, or Trustee, officer, employee or agent of the Fund, shall be subject
to claims against or obligations of the Fund or of the Portfolio to any extent
whatsoever, but that the Fund estate only shall be liable.
6
<PAGE>
You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the
Fund on behalf of the Portfolio pursuant to this Agreement shall be limited in
all cases to the Portfolio and its assets, and you shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the Portfolio
or any other series of the Fund, or from any Trustee, officer, employee or agent
of the Fund. You understand that the rights and obligations of each Portfolio,
or series, under the Declaration are separate and distinct from those of any and
all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Portfolio to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Fund on behalf of the Portfolio.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER VARIABLE LIFE INVESTMENT
FUND, on behalf of
Balanced Portfolio
By:
--------------------------
Vice President
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<PAGE>
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:
--------------------------
Managing Director
8
Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Growth and Income Portfolio
Ladies and Gentlemen:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. Pursuant to the Fund's Declaration of Trust, as amended from
time-to-time (the "Declaration"), the Board of Trustees has divided the Fund's
shares of beneficial interest, without par value, (the "Shares") into separate
series, or funds, including Growth and Income Portfolio (the "Portfolio").
Series may be abolished and dissolved, and additional series established, from
time to time by action of the Trustees.
The Fund, on behalf of the Portfolio, has selected you to act as the sole
investment manager of the Portfolio and to provide certain other services, as
more fully set forth below, and you have indicated that you are willing to act
as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Fund on behalf of the
Portfolio agrees with you as follows:
1. Delivery of Documents. The Fund engages in the business of investing
and reinvesting the assets of the Portfolio in the manner and in accordance with
the investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Portfolio included in the Fund's Registration
Statement on Form N-1A, as amended from time to time, (the "Registration
Statement") filed by the Fund under the Investment Company Act of 1940, as
amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of
the documents referred to in the preceding sentence have been furnished to you
by the Fund. The Fund has also furnished you with copies properly certified or
authenticated of each of the following additional documents related to the Fund
and the Portfolio:
(a) The Declaration dated December 11, 1997 as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof (the "By-Laws").
<PAGE>
(c) Resolutions of the Trustees of the Fund and the shareholders of the
Portfolio selecting you as investment manager and approving the form of
this Agreement.
(d) Establishment and Designation of Series of Shares of Beneficial Interest
dated February 9, 1996 relating to the Portfolio.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Fund a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Fund's name
(the "Portfolio Name"), and (ii) the Scudder Marks in connection with the Fund's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Fund,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Fund agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Fund's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Fund shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Fund further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Fund rendered during the one-year period preceding the
date of this Agreement are acceptable. At your reasonable request, the Fund
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Fund as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Fund, or you no longer are a
licensee of the Scudder Marks, the Fund shall (to the extent that, and as soon
as, it lawfully can) cease to use the Portfolio Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
any organization which shall have succeeded to your business as investment
manager) or the Trademark Owner. In no event shall the Fund use the Scudder
Marks or any other name or mark confusingly similar thereto (including, but not
limited to, any name or mark that includes the name "Scudder") if this Agreement
or any other investment advisory agreement between you (or your successor) and
the Portfolio is terminated.
3. Portfolio Management Services. As manager of the assets of the
Portfolio, you shall provide continuing investment management of the assets of
the Portfolio in accordance with
2
<PAGE>
the investment objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the Internal Revenue Code
of 1986, as amended, (the "Code") relating to regulated investment companies and
all rules and regulations thereunder; and all other applicable federal and state
laws and regulations of which you have knowledge; subject always to policies and
instructions adopted by the Fund's Board of Trustees. In connection therewith,
you shall use reasonable efforts to manage the Portfolio so that it will qualify
as a regulated investment company under Subchapter M of the Code and regulations
issued thereunder. The Portfolio shall have the benefit of the investment
analysis and research, the review of current economic conditions and trends and
the consideration of long-range investment policy generally available to your
investment advisory clients. In managing the Portfolio in accordance with the
requirements set forth in this section 3, you shall be entitled to receive and
act upon advice of counsel to the Fund or counsel to you. You shall also make
available to the Fund promptly upon request all of the Portfolio's investment
records and ledgers as are necessary to assist the Fund in complying with the
requirements of the 1940 Act and other applicable laws. To the extent required
by law, you shall furnish to regulatory authorities having the requisite
authority any information or reports in connection with the services provided
pursuant to this Agreement which may be requested in order to ascertain whether
the operations of the Fund are being conducted in a manner consistent with
applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Portfolio and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Portfolio policies as expressed in the Registration Statement. You shall
determine what portion of the Portfolio's portfolio shall be invested in
securities and other assets and what portion, if any, should be held uninvested.
You shall furnish to the Fund's Board of Trustees periodic reports on the
investment performance of the Portfolio and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Fund's officers or Board of Trustees shall
reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Portfolio such office space and facilities in the United States as
the Portfolio may require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the Fund administrative
services on behalf of the Portfolio necessary for operating as an open-end
investment company and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and meeting materials for
the Fund's Board of Trustees and reports and notices to Portfolio shareholders;
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Portfolio operations; preparing
and making filings with the Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including, but not limited
to,
3
<PAGE>
preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Portfolio's transfer agent; assisting in the preparation and filing of the
Portfolio's federal, state and local tax returns; preparing and filing the
Portfolio's federal excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net asset value;
monitoring the registration of Shares of the Portfolio under applicable federal
and state securities laws; maintaining or causing to be maintained for the
Portfolio all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Portfolio's custodian or other agents of
the Portfolio; assisting in establishing the accounting policies of the
Portfolio; assisting in the resolution of accounting issues that may arise with
respect to the Portfolio's operations and consulting with the Portfolio's
independent accountants, legal counsel and the Portfolio's other agents as
necessary in connection therewith; establishing and monitoring the Portfolio's
operating expense budgets; reviewing the Portfolio's bills; processing the
payment of bills that have been approved by an authorized person; assisting the
Portfolio in determining the amount of dividends and distributions available to
be paid by the Portfolio to its shareholders, preparing and arranging for the
printing of dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions; and otherwise assisting the Fund as it may reasonably request
in the conduct of the Portfolio's business, subject to the direction and control
of the Fund's Board of Trustees. Nothing in this Agreement shall be deemed to
shift to you or to diminish the obligations of any agent of the Portfolio or any
other person not a party to this Agreement which is obligated to provide
services to the Portfolio.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Fund (including the
Portfolio's share of payroll taxes) who are affiliated persons of you, and you
shall make available, without expense to the Portfolio, the services of such of
your directors, officers and employees as may duly be elected officers of the
Fund, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Portfolio other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Portfolio's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Portfolio:
organization expenses of the Portfolio (including out-of-pocket expenses, but
not including your overhead or employee costs); fees payable to you and to any
other Portfolio advisors or consultants; legal expenses; auditing and accounting
expenses; maintenance of books and records which are required to be maintained
by the Portfolio's custodian or other agents of the Fund; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by the Portfolio in connection with
membership in investment company trade
4
<PAGE>
organizations; fees and expenses of the Portfolio's accounting agent,
custodians, subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services to pricing
agents, accountants, bankers and other specialists, if any; expenses of
preparing share certificates and, except as provided below in this section 5,
other expenses in connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Portfolio; expenses
relating to investor and public relations; expenses and fees of registering or
qualifying Shares of the Portfolio for sale; interest charges, bond premiums and
other insurance expense; freight, insurance and other charges in connection with
the shipment of the Portfolio's portfolio securities; the compensation and all
expenses (specifically including travel expenses relating to Fund business) of
Trustees, officers and employees of the Fund who are not affiliated persons of
you; brokerage commissions or other costs of acquiring or disposing of any
portfolio securities of the Portfolio; expenses of printing and distributing
reports, notices and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Portfolio and supplements thereto; costs of
stationery; any litigation expenses; indemnification of Trustees and officers of
the Fund; costs of shareholders' and other meetings; and travel expenses (or an
appropriate portion thereof) of Trustees and officers of the Fund who are
directors, officers or employees of you to the extent that such expenses relate
to attendance at meetings of the Board of Trustees of the Fund or any committees
thereof or advisors thereto held outside of Boston, Massachusetts or New York,
New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Portfolio if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Portfolio's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume some
or all of such expenses, or (ii) the Fund on behalf of the Portfolio shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that
the Portfolio (or some other party) shall assume some or all of such expenses.
You shall be required to pay such of the foregoing sales expenses as are not
required to be paid by the principal underwriter pursuant to the underwriting
agreement or are not permitted to be paid by the Portfolio (or some other party)
pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Fund on behalf of the Portfolio shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.475 of 1 percent of the average daily net assets as defined below of the
Portfolio for such month over any compensation waived by you from time to time
(as more fully described below). You shall be entitled to receive during any
month such interim payments of your fee hereunder as you shall request, provided
that no such payment shall exceed 75 percent of the amount of your fee then
accrued on the books of the Portfolio and unpaid.
The "average daily net assets" of the Portfolio shall mean the average of
the values placed on the Portfolio's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Portfolio is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Portfolio lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Portfolio shall always be
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determined pursuant to the applicable provisions of the Declaration and the
Registration Statement. If the determination of net asset value does not take
place for any particular day, then for the purposes of this section 6, the value
of the net assets of the Portfolio as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of such other
time as the value of the net assets of the Portfolio's portfolio may be lawfully
determined on that day. If the Portfolio determines the value of the net assets
of its portfolio more than once on any day, then the last such determination
thereof on that day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Portfolio's expenses, as
if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Portfolio, neither you nor any of your directors,
officers or employees shall act as a principal or agent or receive any
commission. You or your agent shall arrange for the placing of all orders for
the purchase and sale of portfolio securities and other investments for the
Portfolio's account with brokers or dealers selected by you in accordance with
Portfolio policies as expressed in the Registration Statement. If any occasion
should arise in which you give any advice to clients of yours concerning the
Shares of the Portfolio, you shall act solely as investment counsel for such
clients and not in any way on behalf of the Portfolio.
Your services to the Portfolio pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Fund. Whenever the
Portfolio and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities shall be allocated in a manner believed by the Manager to be
equitable. The Portfolio recognizes that in some cases this procedure may
adversely affect the size of the position that may be acquired or disposed of
for the Portfolio.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Fund agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Fund, the Portfolio or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Portfolio shall be deemed,
when acting within the scope of his or her employment by the Portfolio, to be
acting in such employment solely for the Portfolio and not as your employee or
agent.
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<PAGE>
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1999, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Trustees of the Fund, or by the vote of a majority of the outstanding
voting securities of the Portfolio. The aforesaid requirement that continuance
of this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Portfolio or by the Fund's Board of
Trustees on 60 days' written notice to you, or by you on 60 days' written notice
to the Fund. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration collectively
as Trustees and not as individuals or personally, and that no shareholder of the
Portfolio, or Trustee, officer, employee or agent of the Fund, shall be subject
to claims against or obligations of the Fund or of the Portfolio to any extent
whatsoever, but that the Fund estate only shall be liable.
You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the
Fund on behalf of the Portfolio pursuant to this Agreement shall be limited in
all cases to the Portfolio and its assets, and you shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the Portfolio
or any other series of the Fund, or from any Trustee, officer, employee or agent
of the Fund. You understand that the rights and obligations of each Portfolio,
or series, under the Declaration are separate and distinct from those of any and
all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more
7
<PAGE>
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Portfolio to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Fund on behalf of the Portfolio.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER VARIABLE LIFE INVESTMENT
FUND, on behalf of
Growth and Income Portfolio
By: /s/ Thomas F. McDonough
--------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Daniel Pierce
--------------------------
Managing Director
8
Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Capital Growth Portfolio
Ladies and Gentlemen:
Scudder Variable Life Investment Fund (the "Fund") has been established
as a Massachusetts business trust to engage in the business of an investment
company. Pursuant to the Fund's Declaration of Trust, as amended from
time-to-time (the "Declaration"), the Board of Trustees has divided the Fund's
shares of beneficial interest, without par value, (the "Shares") into separate
series, or funds, including Capital Growth Portfolio (the "Portfolio"). Series
may be abolished and dissolved, and additional series established, from time to
time by action of the Trustees.
The Fund, on behalf of the Portfolio, has selected you to act as the
sole investment manager of the Portfolio and to provide certain other services,
as more fully set forth below, and you have indicated that you are willing to
act as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Fund on behalf of the
Portfolio agrees with you as follows:
1. Delivery of Documents. The Fund engages in the business of investing
and reinvesting the assets of the Portfolio in the manner and in accordance with
the investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Portfolio included in the Fund's Registration
Statement on Form N-1A, as amended from time to time, (the "Registration
Statement") filed by the Fund under the Investment Company Act of 1940, as
amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of
the documents referred to in the preceding sentence have been furnished to you
by the Fund. The Fund has also furnished you with copies properly certified or
authenticated of each of the following additional documents related to the Fund
and the Portfolio:
(a) The Declaration dated December 11, 1997 as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Fund and the shareholders of the
Portfolio selecting you as investment manager and approving the form of
this Agreement.
<PAGE>
(d) Establishment and Designation of Series of Shares of Beneficial
Interest dated February 9, 1996 relating to the Portfolio.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of
the rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Fund a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Fund's name
(the "Portfolio Name"), and (ii) the Scudder Marks in connection with the Fund's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Fund,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Fund agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Fund's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Fund shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Fund further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Fund rendered during the one-year period preceding the
date of this Agreement are acceptable. At your reasonable request, the Fund
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Fund as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Fund, or you no longer are a
licensee of the Scudder Marks, the Fund shall (to the extent that, and as soon
as, it lawfully can) cease to use the Portfolio Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
any organization which shall have succeeded to your business as investment
manager) or the Trademark Owner. In no event shall the Fund use the Scudder
Marks or any other name or mark confusingly similar thereto (including, but not
limited to, any name or mark that includes the name "Scudder") if this Agreement
or any other investment advisory agreement between you (or your successor) and
the Portfolio is terminated.
3. Portfolio Management Services. As manager of the assets of the
Portfolio, you shall provide continuing investment management of the assets of
the Portfolio in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions of
the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code")
relating to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and regulations of
which you have knowledge; subject always to policies and instructions adopted by
the Fund's Board of Trustees. In connection therewith, you shall use reasonable
efforts to manage the Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder. The Portfolio shall have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to your
investment advisory clients. In managing the Portfolio in accordance with the
requirements set forth in this section 3, you shall be entitled to receive and
act upon advice of counsel to the
2
<PAGE>
Fund or counsel to you. You shall also make available to the Fund promptly upon
request all of the Portfolio's investment records and ledgers as are necessary
to assist the Fund in complying with the requirements of the 1940 Act and other
applicable laws. To the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information or reports in
connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Fund are being
conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other contracts relating
to investments to be purchased, sold or entered into by the Portfolio and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Portfolio policies as expressed in the Registration Statement. You shall
determine what portion of the Portfolio's portfolio shall be invested in
securities and other assets and what portion, if any, should be held uninvested.
You shall furnish to the Fund's Board of Trustees periodic reports on
the investment performance of the Portfolio and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Fund's officers or Board of Trustees shall
reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Portfolio such office space and facilities in the United States as
the Portfolio may require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the Fund administrative
services on behalf of the Portfolio necessary for operating as an open-end
investment company and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and meeting materials for
the Fund's Board of Trustees and reports and notices to Portfolio shareholders;
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Portfolio operations; preparing
and making filings with the Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Portfolio's transfer agent; assisting in the preparation and filing of the
Portfolio's federal, state and local tax returns; preparing and filing the
Portfolio's federal excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net asset value;
monitoring the registration of Shares of the Portfolio under applicable federal
and state securities laws; maintaining or causing to be maintained for the
Portfolio all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Portfolio's custodian or other agents of
the Portfolio; assisting in establishing the accounting policies of the
Portfolio; assisting in the resolution of accounting issues that may arise with
respect to the Portfolio's operations and consulting with the Portfolio's
independent accountants, legal counsel and the Portfolio's other agents as
necessary in connection therewith; establishing and monitoring the Portfolio's
operating expense budgets; reviewing the Portfolio's bills; processing the
payment of bills that have been approved by an authorized person; assisting the
Portfolio in determining the amount of dividends and distributions available to
be paid by the Portfolio to its shareholders, preparing and arranging for the
printing of dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions;
3
<PAGE>
and otherwise assisting the Fund as it may reasonably request in the conduct of
the Portfolio's business, subject to the direction and control of the Fund's
Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or
to diminish the obligations of any agent of the Portfolio or any other person
not a party to this Agreement which is obligated to provide services to the
Portfolio.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Fund (including the
Portfolio's share of payroll taxes) who are affiliated persons of you, and you
shall make available, without expense to the Portfolio, the services of such of
your directors, officers and employees as may duly be elected officers of the
Fund, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Portfolio other
than those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Portfolio's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Portfolio:
organization expenses of the Portfolio (including out-of-pocket expenses, but
not including your overhead or employee costs); fees payable to you and to any
other Portfolio advisors or consultants; legal expenses; auditing and accounting
expenses; maintenance of books and records which are required to be maintained
by the Portfolio's custodian or other agents of the Fund; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by the Portfolio in connection with
membership in investment company trade organizations; fees and expenses of the
Portfolio's accounting agent, custodians, subcustodians, transfer agents,
dividend disbursing agents and registrars; payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and, except as
provided below in this section 5, other expenses in connection with the
issuance, offering, distribution, sale, redemption or repurchase of securities
issued by the Portfolio; expenses relating to investor and public relations;
expenses and fees of registering or qualifying Shares of the Portfolio for sale;
interest charges, bond premiums and other insurance expense; freight, insurance
and other charges in connection with the shipment of the Portfolio's portfolio
securities; the compensation and all expenses (specifically including travel
expenses relating to Fund business) of Trustees, officers and employees of the
Fund who are not affiliated persons of you; brokerage commissions or other costs
of acquiring or disposing of any portfolio securities of the Portfolio; expenses
of printing and distributing reports, notices and dividends to shareholders;
expenses of printing and mailing Prospectuses and SAIs of the Portfolio and
supplements thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Fund; costs of shareholders' and
other meetings; and travel expenses (or an appropriate portion thereof) of
Trustees and officers of the Fund who are directors, officers or employees of
you to the extent that such expenses relate to attendance at meetings of the
Board of Trustees of the Fund or any committees thereof or advisors thereto held
outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Portfolio if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Portfolio's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume some
or all of such expenses, or (ii) the Fund on behalf of the Portfolio shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that
the Portfolio (or some other party) shall assume some or all of such expenses.
You shall be required to pay such of the foregoing sales expenses as are not
required to be paid by the principal
4
<PAGE>
underwriter pursuant to the underwriting agreement or are not permitted to be
paid by the Portfolio (or some other party) pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Fund on behalf of the Portfolio shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.475 of 1 percent of the average daily net assets as defined below of the
Portfolio for such month; provided that, for any calendar month during which the
average of such values exceeds $500 million the fee payable for that month based
on the portion of the average of such values in excess of $500 million shall be
1/12 of 0.45 of 1 percent of such portion, and provided that, for any calendar
month beginning September 30, 1998 during which the average of such values
exceeds $1 billion, the fee payable for that month based on the portion of the
average of such values in excess of $1 billion shall be 1/12 of 0.425 of 1
percent of such portion over any compensation waived by you from time to time
(as more fully described below). You shall be entitled to receive during any
month such interim payments of your fee hereunder as you shall request, provided
that no such payment shall exceed 75 percent of the amount of your fee then
accrued on the books of the Portfolio and unpaid.
The "average daily net assets" of the Portfolio shall mean the average
of the values placed on the Portfolio's net assets as of 4:00 p.m. (New York
time) on each day on which the net asset value of the Portfolio is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Portfolio lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Portfolio shall always be determined pursuant to the applicable provisions of
the Declaration and the Registration Statement. If the determination of net
asset value does not take place for any particular day, then for the purposes of
this section 6, the value of the net assets of the Portfolio as last determined
shall be deemed to be the value of its net assets as of 4:00 p.m. (New York
time), or as of such other time as the value of the net assets of the
Portfolio's portfolio may be lawfully determined on that day. If the Portfolio
determines the value of the net assets of its portfolio more than once on any
day, then the last such determination thereof on that day shall be deemed to be
the sole determination thereof on that day for the purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Portfolio's expenses, as
if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Portfolio, neither you nor any of your directors,
officers or employees shall act as a principal or agent or receive any
commission. You or your agent shall arrange for the placing of all orders for
the purchase and sale of portfolio securities and other investments for the
Portfolio's account with brokers or dealers selected by you in accordance with
Portfolio policies as expressed in the Registration Statement. If any occasion
should arise in which you give any advice to clients of yours concerning the
Shares of the Portfolio, you shall act solely as investment counsel for such
clients and not in any way on behalf of the Portfolio.
Your services to the Portfolio pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Fund. Whenever the
5
<PAGE>
Portfolio and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities shall be allocated in a manner believed by the Manager to be
equitable. The Portfolio recognizes that in some cases this procedure may
adversely affect the size of the position that may be acquired or disposed of
for the Portfolio.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Fund agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Fund, the Portfolio or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Portfolio shall be deemed,
when acting within the scope of his or her employment by the Portfolio, to be
acting in such employment solely for the Portfolio and not as your employee or
agent.
9. Duration and Termination of This Agreement. This Agreement shall
remain in force until September 30, 1999, and continue in force from year to
year thereafter, but only so long as such continuance is specifically approved
at least annually (a) by the vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Trustees of the Fund, or by the vote of a majority of the
outstanding voting securities of the Portfolio. The aforesaid requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Portfolio or by the Fund's Board of
Trustees on 60 days' written notice to you, or by you on 60 days' written notice
to the Fund. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of
which, together with all amendments thereto, is on file in the Office of the
Secretary of the Commonwealth of Massachusetts, provides that the name "Scudder
Variable Life Investment Fund" refers to the Trustees under the Declaration
collectively as Trustees and not as individuals or personally, and that no
shareholder of the Portfolio, or Trustee, officer, employee or agent of the
Fund, shall be subject to claims against or obligations of the Fund or of the
Portfolio to any extent whatsoever, but that the Fund estate only shall be
liable.
6
<PAGE>
You are hereby expressly put on notice of the limitation of liability
as set forth in the Declaration and you agree that the obligations assumed by
the Fund on behalf of the Portfolio pursuant to this Agreement shall be limited
in all cases to the Portfolio and its assets, and you shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of
the Portfolio or any other series of the Fund, or from any Trustee, officer,
employee or agent of the Fund. You understand that the rights and obligations of
each Portfolio, or series, under the Declaration are separate and distinct from
those of any and all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Portfolio to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Fund on behalf of the
Portfolio.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER VARIABLE LIFE INVESTMENT
FUND, on behalf of
Capital Growth Portfolio
By: /s/Thomas F. McDonough
--------------------------------
Vice President
7
<PAGE>
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/Daniel Pierce
--------------------------------
Managing Director
8
Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Global Discovery Portfolio
Ladies and Gentlemen:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. Pursuant to the Fund's Declaration of Trust, as amended from
time-to-time (the "Declaration"), the Board of Trustees has divided the Fund's
shares of beneficial interest, without par value, (the "Shares") into separate
series, or funds, including Global Discovery Portfolio (the "Portfolio"). Series
may be abolished and dissolved, and additional series established, from time to
time by action of the Trustees.
The Fund, on behalf of the Portfolio, has selected you to act as the sole
investment manager of the Portfolio and to provide certain other services, as
more fully set forth below, and you have indicated that you are willing to act
as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Fund on behalf of the
Portfolio agrees with you as follows:
1. Delivery of Documents. The Fund engages in the business of investing
and reinvesting the assets of the Portfolio in the manner and in accordance with
the investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Portfolio included in the Fund's Registration
Statement on Form N-1A, as amended from time to time, (the "Registration
Statement") filed by the Fund under the Investment Company Act of 1940, as
amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of
the documents referred to in the preceding sentence have been furnished to you
by the Fund. The Fund has also furnished you with copies properly certified or
authenticated of each of the following additional documents related to the Fund
and the Portfolio:
(a) The Declaration dated December 11, 1997, as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Fund and the shareholders of the
Portfolio selecting you as investment manager and approving the form of
this Agreement.
<PAGE>
(d) Establishment and Designation of Series of Shares of Beneficial Interest
dated __________, 19__ relating to the Portfolio.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Fund a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Fund's name
(the "Portfolio Name"), and (ii) the Scudder Marks in connection with the Fund's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Fund,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Fund agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Fund's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Fund shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Fund further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Fund rendered during the one-year period preceding the
date of this Agreement are acceptable. At your reasonable request, the Fund
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Fund as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Fund, or you no longer are a
licensee of the Scudder Marks, the Fund shall (to the extent that, and as soon
as, it lawfully can) cease to use the Portfolio Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
any organization which shall have succeeded to your business as investment
manager) or the Trademark Owner. In no event shall the Fund use the Scudder
Marks or any other name or mark confusingly similar thereto (including, but not
limited to, any name or mark that includes the name "Scudder") if this Agreement
or any other investment advisory agreement between you (or your successor) and
the Portfolio is terminated.
3. Portfolio Management Services. As manager of the assets of the
Portfolio, you shall provide continuing investment management of the assets of
the Portfolio in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions of
the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code")
relating to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and regulations of
which you have knowledge; subject always to policies and instructions adopted by
the Fund's Board of Trustees. In connection therewith, you shall use reasonable
efforts to manage the Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder. The Portfolio shall have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to your
investment advisory clients. In managing the Portfolio in accordance with the
requirements set forth in this section 3, you shall be entitled to receive and
act upon advice of counsel to the
2
<PAGE>
Fund or counsel to you. You shall also make available to the Fund promptly upon
request all of the Portfolio's investment records and ledgers as are necessary
to assist the Fund in complying with the requirements of the 1940 Act and other
applicable laws. To the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information or reports in
connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Fund are being
conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Portfolio and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Portfolio policies as expressed in the Registration Statement. You shall
determine what portion of the Portfolio's portfolio shall be invested in
securities and other assets and what portion, if any, should be held uninvested.
You shall furnish to the Fund's Board of Trustees periodic reports on the
investment performance of the Portfolio and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Fund's officers or Board of Trustees shall
reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Portfolio such office space and facilities in the United States as
the Portfolio may require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the Fund administrative
services on behalf of the Portfolio necessary for operating as an open-end
investment company and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and meeting materials for
the Fund's Board of Trustees and reports and notices to Portfolio shareholders;
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Portfolio operations; preparing
and making filings with the Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Portfolio's transfer agent; assisting in the preparation and filing of the
Portfolio's federal, state and local tax returns; preparing and filing the
Portfolio's federal excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net asset value;
monitoring the registration of Shares of the Portfolio under applicable federal
and state securities laws; maintaining or causing to be maintained for the
Portfolio all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Portfolio's custodian or other agents of
the Portfolio; assisting in establishing the accounting policies of the
Portfolio; assisting in the resolution of accounting issues that may arise with
respect to the Portfolio's operations and consulting with the Portfolio's
independent accountants, legal counsel and the Portfolio's other agents as
necessary in connection therewith; establishing and monitoring the Portfolio's
operating expense budgets; reviewing the Portfolio's bills; processing the
payment of bills that have been approved by an authorized person; assisting the
Portfolio in determining the amount of dividends and distributions available to
be paid by the Portfolio to its shareholders, preparing and arranging for the
printing of dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions;
3
<PAGE>
and otherwise assisting the Fund as it may reasonably request in the conduct of
the Portfolio's business, subject to the direction and control of the Fund's
Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or
to diminish the obligations of any agent of the Portfolio or any other person
not a party to this Agreement which is obligated to provide services to the
Portfolio.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Fund (including the
Portfolio's share of payroll taxes) who are affiliated persons of you, and you
shall make available, without expense to the Portfolio, the services of such of
your directors, officers and employees as may duly be elected officers of the
Fund, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Portfolio other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Portfolio's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Portfolio:
organization expenses of the Portfolio (including out-of-pocket expenses, but
not including your overhead or employee costs); fees payable to you and to any
other Portfolio advisors or consultants; legal expenses; auditing and accounting
expenses; maintenance of books and records which are required to be maintained
by the Portfolio's custodian or other agents of the Fund; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by the Portfolio in connection with
membership in investment company trade organizations; fees and expenses of the
Portfolio's accounting agent, custodians, subcustodians, transfer agents,
dividend disbursing agents and registrars; payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and, except as
provided below in this section 5, other expenses in connection with the
issuance, offering, distribution, sale, redemption or repurchase of securities
issued by the Portfolio; expenses relating to investor and public relations;
expenses and fees of registering or qualifying Shares of the Portfolio for sale;
interest charges, bond premiums and other insurance expense; freight, insurance
and other charges in connection with the shipment of the Portfolio's portfolio
securities; the compensation and all expenses (specifically including travel
expenses relating to Fund business) of Trustees, officers and employees of the
Fund who are not affiliated persons of you; brokerage commissions or other costs
of acquiring or disposing of any portfolio securities of the Portfolio; expenses
of printing and distributing reports, notices and dividends to shareholders;
expenses of printing and mailing Prospectuses and SAIs of the Portfolio and
supplements thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Fund; costs of shareholders' and
other meetings; and travel expenses (or an appropriate portion thereof) of
Trustees and officers of the Fund who are directors, officers or employees of
you to the extent that such expenses relate to attendance at meetings of the
Board of Trustees of the Fund or any committees thereof or advisors thereto held
outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Portfolio if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Portfolio's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume some
or all of such expenses, or (ii) the Fund on behalf of the Portfolio shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that
the Portfolio (or some other party) shall assume some or all of such expenses.
You shall be required to pay such of the foregoing sales expenses as are not
required to be paid by the principal
4
<PAGE>
underwriter pursuant to the underwriting agreement or are not permitted to be
paid by the Portfolio (or some other party) pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Fund on behalf of the Portfolio shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.975 of 1 percent of the average daily net assets as defined below of the
Portfolio for such month over any compensation waived by you from time to time.
You shall be entitled to receive during any month such interim payments of your
fee hereunder as you shall request, provided that no such payment shall exceed
75 percent of the amount of your fee then accrued on the books of the Portfolio
and unpaid.
The "average daily net assets" of the Portfolio shall mean the average of
the values placed on the Portfolio's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Portfolio is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Portfolio lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Portfolio shall always be determined pursuant to the applicable provisions of
the Declaration and the Registration Statement. If the determination of net
asset value does not take place for any particular day, then for the purposes of
this section 6, the value of the net assets of the Portfolio as last determined
shall be deemed to be the value of its net assets as of 4:00 p.m. (New York
time), or as of such other time as the value of the net assets of the
Portfolio's portfolio may be lawfully determined on that day. If the Portfolio
determines the value of the net assets of its portfolio more than once on any
day, then the last such determination thereof on that day shall be deemed to be
the sole determination thereof on that day for the purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Portfolio's expenses, as
if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Portfolio, neither you nor any of your directors,
officers or employees shall act as a principal or agent or receive any
commission. You or your agent shall arrange for the placing of all orders for
the purchase and sale of portfolio securities and other investments for the
Portfolio's account with brokers or dealers selected by you in accordance with
Portfolio policies as expressed in the Registration Statement. If any occasion
should arise in which you give any advice to clients of yours concerning the
Shares of the Portfolio, you shall act solely as investment counsel for such
clients and not in any way on behalf of the Portfolio.
Your services to the Portfolio pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Fund. Whenever the
Portfolio and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities shall be allocated in a manner believed by the Manager to be
equitable. The Portfolio recognizes that in some cases this procedure may
adversely affect the size of the position that may be acquired or disposed of
for the Portfolio.
5
<PAGE>
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Fund agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Fund, the Portfolio or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Portfolio shall be deemed,
when acting within the scope of his or her employment by the Portfolio, to be
acting in such employment solely for the Portfolio and not as your employee or
agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1999, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Trustees of the Fund, or by the vote of a majority of the outstanding
voting securities of the Portfolio. The aforesaid requirement that continuance
of this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Portfolio or by the Fund's Board of
Trustees on 60 days' written notice to you, or by you on 60 days' written notice
to the Fund. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration collectively
as Trustees and not as individuals or personally, and that no shareholder of the
Portfolio, or Trustee, officer, employee or agent of the Fund, shall be subject
to claims against or obligations of the Fund or of the Portfolio to any extent
whatsoever, but that the Fund estate only shall be liable.
You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the
Fund on behalf of the Portfolio pursuant to this Agreement shall be limited in
all cases to the Portfolio and its assets, and you shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the Portfolio
or any other series of the Fund, or from any Trustee, officer, employee or agent
of the Fund. You understand that the rights and
6
<PAGE>
obligations of each Portfolio, or series, under the Declaration are separate and
distinct from those of any and all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Portfolio to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Fund on behalf of the Portfolio.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER VARIABLE LIFE INVESTMENT
FUND, on behalf of
Global Discovery Portfolio
By: /s/ Thomas F. McDonough
--------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Daniel Pierce
--------------------------
Managing Director
7
Scudder Variable Life Investment Fund
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
International Portfolio
Ladies and Gentlemen:
Scudder Variable Life Investment Fund (the "Fund") has been established as
a Massachusetts business trust to engage in the business of an investment
company. Pursuant to the Fund's Declaration of Trust, as amended from
time-to-time (the "Declaration"), the Board of Trustees has divided the Fund's
shares of beneficial interest, without par value, (the "Shares") into separate
series, or funds, including International Portfolio (the "Portfolio"). Series
may be abolished and dissolved, and additional series established, from time to
time by action of the Trustees.
The Fund, on behalf of the Portfolio, has selected you to act as the sole
investment manager of the Portfolio and to provide certain other services, as
more fully set forth below, and you have indicated that you are willing to act
as such investment manager and to perform such services under the terms and
conditions hereinafter set forth. Accordingly, the Fund on behalf of the
Portfolio agrees with you as follows:
1. Delivery of Documents. The Fund engages in the business of investing
and reinvesting the assets of the Portfolio in the manner and in accordance with
the investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Portfolio included in the Fund's Registration
Statement on Form N-1A, as amended from time to time, (the "Registration
Statement") filed by the Fund under the Investment Company Act of 1940, as
amended, (the "1940 Act") and the Securities Act of 1933, as amended. Copies of
the documents referred to in the preceding sentence have been furnished to you
by the Fund. The Fund has also furnished you with copies properly certified or
authenticated of each of the following additional documents related to the Fund
and the Portfolio:
(a) The Declaration dated December 11, 1997 as amended to date.
(b) By-Laws of the Fund as in effect on the date hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Fund and the shareholders of the
Portfolio selecting you as investment manager and approving the form of
this Agreement.
<PAGE>
(d) Establishment and Designation of Series of Shares of Beneficial Interest
dated February 9, 1996 relating to the Portfolio.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements, if any, to the
foregoing, including the Prospectus, the SAI and the Registration Statement.
2. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,
the "Scudder Marks"), you hereby grant the Fund a nonexclusive right and
sublicense to use (i) the "Scudder" name and mark as part of the Fund's name
(the "Portfolio Name"), and (ii) the Scudder Marks in connection with the Fund's
investment products and services, in each case only for so long as this
Agreement, any other investment management agreement between you and the Fund,
or any extension, renewal or amendment hereof or thereof remains in effect, and
only for so long as you are a licensee of the Scudder Marks, provided however,
that you agree to use your best efforts to maintain your license to use and
sublicense the Scudder Marks. The Fund agrees that it shall have no right to
sublicense or assign rights to use the Scudder Marks, shall acquire no interest
in the Scudder Marks other than the rights granted herein, that all of the
Fund's uses of the Scudder Marks shall inure to the benefit of Scudder Trust
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and
that the Fund shall not challenge the validity of the Scudder Marks or the
Trademark Owner's ownership thereof. The Fund further agrees that all services
and products it offers in connection with the Scudder Marks shall meet
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the
services and products the Fund rendered during the one-year period preceding the
date of this Agreement are acceptable. At your reasonable request, the Fund
shall cooperate with you and the Trademark Owner and shall execute and deliver
any and all documents necessary to maintain and protect (including but not
limited to in connection with any trademark infringement action) the Scudder
Marks and/or enter the Fund as a registered user thereof. At such time as this
Agreement or any other investment management agreement shall no longer be in
effect between you (or your successor) and the Fund, or you no longer are a
licensee of the Scudder Marks, the Fund shall (to the extent that, and as soon
as, it lawfully can) cease to use the Portfolio Name or any other name
indicating that it is advised by, managed by or otherwise connected with you (or
any organization which shall have succeeded to your business as investment
manager) or the Trademark Owner. In no event shall the Fund use the Scudder
Marks or any other name or mark confusingly similar thereto (including, but not
limited to, any name or mark that includes the name "Scudder") if this Agreement
or any other investment advisory agreement between you (or your successor) and
the Portfolio is terminated.
3. Portfolio Management Services. As manager of the assets of the
Portfolio, you shall provide continuing investment management of the assets of
the Portfolio in accordance with the investment objectives, policies and
restrictions set forth in the Prospectus and SAI; the applicable provisions of
the 1940 Act and the Internal Revenue Code of 1986, as amended, (the "Code")
relating to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and regulations of
which you have knowledge; subject always to policies and instructions adopted by
the Fund's Board of Trustees. In connection therewith, you shall use reasonable
efforts to manage the Portfolio so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations issued
thereunder. The Portfolio shall have the benefit of the investment analysis and
research, the review of current economic conditions and trends and the
consideration of long-range investment policy generally available to your
investment advisory clients. In managing the Portfolio in accordance with the
requirements set forth in this section 3, you shall be entitled to receive and
act upon advice of counsel to the
2
<PAGE>
Fund or counsel to you. You shall also make available to the Fund promptly upon
request all of the Portfolio's investment records and ledgers as are necessary
to assist the Fund in complying with the requirements of the 1940 Act and other
applicable laws. To the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information or reports in
connection with the services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the Fund are being
conducted in a manner consistent with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by the Portfolio and place
orders with broker-dealers, foreign currency dealers, futures commission
merchants or others pursuant to your determinations and all in accordance with
Portfolio policies as expressed in the Registration Statement. You shall
determine what portion of the Portfolio's portfolio shall be invested in
securities and other assets and what portion, if any, should be held uninvested.
You shall furnish to the Fund's Board of Trustees periodic reports on the
investment performance of the Portfolio and on the performance of your
obligations pursuant to this Agreement, and you shall supply such additional
reports and information as the Fund's officers or Board of Trustees shall
reasonably request.
4. Administrative Services. In addition to the portfolio management
services specified above in section 3, you shall furnish at your expense for the
use of the Portfolio such office space and facilities in the United States as
the Portfolio may require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the Fund administrative
services on behalf of the Portfolio necessary for operating as an open-end
investment company and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and meeting materials for
the Fund's Board of Trustees and reports and notices to Portfolio shareholders;
supervising, negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting agents, custodians,
depositories, transfer agents and pricing agents, accountants, attorneys,
printers, underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable to Portfolio operations; preparing
and making filings with the Securities and Exchange Commission (the "SEC") and
other regulatory and self-regulatory organizations, including, but not limited
to, preliminary and definitive proxy materials, post-effective amendments to the
Registration Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the
Portfolio's transfer agent; assisting in the preparation and filing of the
Portfolio's federal, state and local tax returns; preparing and filing the
Portfolio's federal excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net asset value;
monitoring the registration of Shares of the Portfolio under applicable federal
and state securities laws; maintaining or causing to be maintained for the
Portfolio all books, records and reports and any other information required
under the 1940 Act, to the extent that such books, records and reports and other
information are not maintained by the Portfolio's custodian or other agents of
the Portfolio; assisting in establishing the accounting policies of the
Portfolio; assisting in the resolution of accounting issues that may arise with
respect to the Portfolio's operations and consulting with the Portfolio's
independent accountants, legal counsel and the Portfolio's other agents as
necessary in connection therewith; establishing and monitoring the Portfolio's
operating expense budgets; reviewing the Portfolio's bills; processing the
payment of bills that have been approved by an authorized person; assisting the
Portfolio in determining the amount of dividends and distributions available to
be paid by the Portfolio to its shareholders, preparing and arranging for the
printing of dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions;
3
<PAGE>
and otherwise assisting the Fund as it may reasonably request in the conduct of
the Portfolio's business, subject to the direction and control of the Fund's
Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or
to diminish the obligations of any agent of the Portfolio or any other person
not a party to this Agreement which is obligated to provide services to the
Portfolio.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all
Trustees, officers and executive employees of the Fund (including the
Portfolio's share of payroll taxes) who are affiliated persons of you, and you
shall make available, without expense to the Portfolio, the services of such of
your directors, officers and employees as may duly be elected officers of the
Fund, subject to their individual consent to serve and to any limitations
imposed by law. You shall provide at your expense the portfolio management
services described in section 3 hereof and the administrative services described
in section 4 hereof.
You shall not be required to pay any expenses of the Portfolio other than
those specifically allocated to you in this section 5. In particular, but
without limiting the generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such of the Portfolio's
Trustees and officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Portfolio:
organization expenses of the Portfolio (including out-of-pocket expenses, but
not including your overhead or employee costs); fees payable to you and to any
other Portfolio advisors or consultants; legal expenses; auditing and accounting
expenses; maintenance of books and records which are required to be maintained
by the Portfolio's custodian or other agents of the Fund; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by the Portfolio in connection with
membership in investment company trade organizations; fees and expenses of the
Portfolio's accounting agent, custodians, subcustodians, transfer agents,
dividend disbursing agents and registrars; payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; expenses of preparing share certificates and, except as
provided below in this section 5, other expenses in connection with the
issuance, offering, distribution, sale, redemption or repurchase of securities
issued by the Portfolio; expenses relating to investor and public relations;
expenses and fees of registering or qualifying Shares of the Portfolio for sale;
interest charges, bond premiums and other insurance expense; freight, insurance
and other charges in connection with the shipment of the Portfolio's portfolio
securities; the compensation and all expenses (specifically including travel
expenses relating to Fund business) of Trustees, officers and employees of the
Fund who are not affiliated persons of you; brokerage commissions or other costs
of acquiring or disposing of any portfolio securities of the Portfolio; expenses
of printing and distributing reports, notices and dividends to shareholders;
expenses of printing and mailing Prospectuses and SAIs of the Portfolio and
supplements thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Fund; costs of shareholders' and
other meetings; and travel expenses (or an appropriate portion thereof) of
Trustees and officers of the Fund who are directors, officers or employees of
you to the extent that such expenses relate to attendance at meetings of the
Board of Trustees of the Fund or any committees thereof or advisors thereto held
outside of Boston, Massachusetts or New York, New York.
You shall not be required to pay expenses of any activity which is
primarily intended to result in sales of Shares of the Portfolio if and to the
extent that (i) such expenses are required to be borne by a principal
underwriter which acts as the distributor of the Portfolio's Shares pursuant to
an underwriting agreement which provides that the underwriter shall assume some
or all of such expenses, or (ii) the Fund on behalf of the Portfolio shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that
the Portfolio (or some other party) shall assume some or all of such expenses.
You shall be required to pay such of the foregoing sales expenses as are not
required to be paid by the principal
4
<PAGE>
underwriter pursuant to the underwriting agreement or are not permitted to be
paid by the Portfolio (or some other party) pursuant to such a plan.
6. Management Fee. For all services to be rendered, payments to be made
and costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the
Fund on behalf of the Portfolio shall pay you in United States Dollars on the
last day of each month the unpaid balance of a fee equal to the excess of 1/12
of 0.875 of 1 percent of the average daily net assets as defined below of the
Portfolio for such month; provided that, for any calendar month during which the
average of such values exceeds $500 million the fee payable for that month based
on the portion of the average of such values in excess of $500 million shall be
1/12 of 0.725 of 1 percent of such portion over any compensation waived by you
from time to time (as more fully described below). You shall be entitled to
receive during any month such interim payments of your fee hereunder as you
shall request, provided that no such payment shall exceed 75 percent of the
amount of your fee then accrued on the books of the Portfolio and unpaid.
The "average daily net assets" of the Portfolio shall mean the average of
the values placed on the Portfolio's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Portfolio is determined
consistent with the provisions of Rule 22c-1 under the 1940 Act or, if the
Portfolio lawfully determines the value of its net assets as of some other time
on each business day, as of such time. The value of the net assets of the
Portfolio shall always be determined pursuant to the applicable provisions of
the Declaration and the Registration Statement. If the determination of net
asset value does not take place for any particular day, then for the purposes of
this section 6, the value of the net assets of the Portfolio as last determined
shall be deemed to be the value of its net assets as of 4:00 p.m. (New York
time), or as of such other time as the value of the net assets of the
Portfolio's portfolio may be lawfully determined on that day. If the Portfolio
determines the value of the net assets of its portfolio more than once on any
day, then the last such determination thereof on that day shall be deemed to be
the sole determination thereof on that day for the purposes of this section 6.
You may waive all or a portion of your fees provided for hereunder and
such waiver shall be treated as a reduction in purchase price of your services.
You shall be contractually bound hereunder by the terms of any publicly
announced waiver of your fee, or any limitation of the Portfolio's expenses, as
if such waiver or limitation were fully set forth herein.
7. Avoidance of Inconsistent Position; Services Not Exclusive. In
connection with purchases or sales of portfolio securities and other investments
for the account of the Portfolio, neither you nor any of your directors,
officers or employees shall act as a principal or agent or receive any
commission. You or your agent shall arrange for the placing of all orders for
the purchase and sale of portfolio securities and other investments for the
Portfolio's account with brokers or dealers selected by you in accordance with
Portfolio policies as expressed in the Registration Statement. If any occasion
should arise in which you give any advice to clients of yours concerning the
Shares of the Portfolio, you shall act solely as investment counsel for such
clients and not in any way on behalf of the Portfolio.
Your services to the Portfolio pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that you may render investment
advice, management and services to others. In acting under this Agreement, you
shall be an independent contractor and not an agent of the Fund. Whenever the
Portfolio and one or more other accounts or investment companies advised by the
Manager have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with procedures believed
by the Manager to be equitable to each entity. Similarly, opportunities to sell
securities
5
<PAGE>
shall be allocated in a manner believed by the Manager to be equitable. The
Portfolio recognizes that in some cases this procedure may adversely affect the
size of the position that may be acquired or disposed of for the Portfolio.
8. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the Fund agrees that
you shall not be liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Portfolio in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any liability to
the Fund, the Portfolio or its shareholders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or by reason of your reckless disregard of your
obligations and duties hereunder. Any person, even though also employed by you,
who may be or become an employee of and paid by the Portfolio shall be deemed,
when acting within the scope of his or her employment by the Portfolio, to be
acting in such employment solely for the Portfolio and not as your employee or
agent.
9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1999, and continue in force from year to year
thereafter, but only so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Trustees of the Fund, or by the vote of a majority of the outstanding
voting securities of the Portfolio. The aforesaid requirement that continuance
of this Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to the Portfolio at any
time, without the payment of any penalty, by the vote of a majority of the
outstanding voting securities of the Portfolio or by the Fund's Board of
Trustees on 60 days' written notice to you, or by you on 60 days' written notice
to the Fund. This Agreement shall terminate automatically in the event of its
assignment.
10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Scudder Variable
Life Investment Fund" refers to the Trustees under the Declaration collectively
as Trustees and not as individuals or personally, and that no shareholder of the
Portfolio, or Trustee, officer, employee or agent of the Fund, shall be subject
to claims against or obligations of the Fund or of the Portfolio to any extent
whatsoever, but that the Fund estate only shall be liable.
You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the
Fund on behalf of the Portfolio pursuant to this
6
<PAGE>
Agreement shall be limited in all cases to the Portfolio and its assets, and you
shall not seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio or any other series of the Fund, or from any
Trustee, officer, employee or agent of the Fund. You understand that the rights
and obligations of each Portfolio, or series, under the Declaration are separate
and distinct from those of any and all other series.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the definitions of
"affiliated person," "assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be applied, subject, however,
to such exemptions as may be granted by the SEC by any rule, regulation or
order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Portfolio to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Fund on behalf of the Portfolio.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
SCUDDER VARIABLE LIFE INVESTMENT
FUND, on behalf of
International Portfolio
By: /s/ Thomas F. McDonough
--------------------------
Vice President
7
<PAGE>
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Daniel Pierce
--------------------------
Managing Director
8
MONEY MARKET PORTFOLIO
SHAREHOLDER MEETING RESULTS
A Special Meeting of Shareholders of Scudder Variable Life Investment Fund,
Money Market Portfolio, was held on December 16, 1998, at the offices of Scudder
Kemper Investments, Inc., Two International Place, Boston, Massachusetts 02110.
The following matters were voted upon by the shareholders and the resulting
votes for each matter are presented below.
1. To approve a new Investment Management Agreement for the Fund with Scudder
Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
161,046,211 2,774,547 4,403,587 0
2. To approve the revision of the Fund's fundamental lending policy.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
155,290,161 6,986,348 5,947,836 0
- --------------------------------------------------------------------------------
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
85
<PAGE>
BOND PORTFOLIO
SHAREHOLDER MEETING RESULTS
A Special Meeting of Shareholders of Scudder Variable Life Investment Fund, Bond
Portfolio, was held on December 16, 1998, at the offices of Scudder Kemper
Investments, Inc., Two International Place, Boston, Massachusetts 02110. The
following matters were voted upon by the shareholders and the resulting votes
for each matter are presented below.
1. To approve a new Investment Management Agreement for the Fund with Scudder
Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
13,939,671 414,853 469,643 0
2. To approve the revision of the Fund's fundamental lending policy.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
13,380,431 836,172 607,564 0
- --------------------------------------------------------------------------------
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
86
<PAGE>
BALANCED PORTFOLIO
SHAREHOLDER MEETING RESULTS
A Special Meeting of Shareholders of Scudder Variable Life Investment Fund,
Balanced Portfolio, was held on December 16, 1998, at the offices of Scudder
Kemper Investments, Inc., Two International Place, Boston, Massachusetts 02110.
The following matters were voted upon by the shareholders and the resulting
votes for each matter are presented below.
1. To approve a new Investment Management Agreement for the Fund with Scudder
Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
9,461,864 271,822 401,216 0
2. To approve the revision of the Fund's fundamental lending policy.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
9,138,975 541,648 454,279 0
- --------------------------------------------------------------------------------
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
87
<PAGE>
GROWTH AND INCOME PORTFOLIO
SHAREHOLDER MEETING RESULTS
A Special Meeting of Shareholders of Scudder Variable Life Investment Fund,
Growth and Income Portfolio, was held on December 16, 1998, at the offices of
Scudder Kemper Investments, Inc., Two International Place, Boston, Massachusetts
02110. The following matters were voted upon by the shareholders and the
resulting votes for each matter are presented below.
1. To approve a new Investment Management Agreement for the Fund with Scudder
Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
15,525,438 474,642 661,152 0
2. To approve the revision of the Fund's fundamental lending policy.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
14,737,807 902,321 1,021,104 0
- --------------------------------------------------------------------------------
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
88
<PAGE>
CAPITAL GROWTH PORTFOLIO
SHAREHOLDER MEETING RESULTS
A Special Meeting of Shareholders of Scudder Variable Life Investment Fund,
Capital Growth Portfolio, was held on December 16, 1998, at the offices of
Scudder Kemper Investments, Inc., Two International Place, Boston, Massachusetts
02110. The following matters were voted upon by the shareholders and the
resulting votes for each matter are presented below.
1. To approve a new Investment Management Agreement for the Fund with Scudder
Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
34,761,952 922,635 1,144,921 0
2. To approve the revision of the Fund's fundamental lending policy.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
33,239,479 1,884,560 1,705,469 0
- --------------------------------------------------------------------------------
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
89
<PAGE>
GLOBAL DISCVOERY PORTFOLIO
SHAREHOLDER MEETING RESULTS
A Special Meeting of Shareholders of Scudder Variable Life Investment Fund,
Global Discovery Portfolio, was held on December 16, 1998, at the offices of
Scudder Kemper Investments, Inc., Two International Place, Boston, Massachusetts
02110. The following matters were voted upon by the shareholders and the
resulting votes for each matter are presented below.
1. To approve a new Investment Management Agreement for the Fund with Scudder
Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
3,130,046 153,965 101,728 0
2. To approve the revision of the Fund's fundamental lending policy.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
3,063,212 196,489 126,038 0
* Broker non-votes are proxies received by the Fund from brokers or nominees
- ----------------------------------------------------------------------------
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
90
<PAGE>
INTERNATIONAL PORTFOLIO
SHAREHOLDER MEETING RESULTS
A Special Meeting of Shareholders of Scudder Variable Life Investment Fund,
International Portfolio, was held on December 16, 1998, at the offices of
Scudder Kemper Investments, Inc., Two International Place, Boston, Massachusetts
02110. The following matters were voted upon by the shareholders and the
resulting votes for each matter are presented below.
1. To approve a new Investment Management Agreement for the Fund with Scudder
Kemper Investments, Inc.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
33,507,697 652,824 1,058,911 0
2. To approve the revision of the Fund's fundamental lending policy.
Number of Votes:
----------------
For Against Abstain Broker Non-Votes*
--- ------- ------- -----------------
32,369,178 1,493,385 1,356,869 0
- --------------------------------------------------------------------------------
* Broker non-votes are proxies received by the Fund from brokers or nominees
when the broker or nominee neither has received instructions from the
beneficial owner or other persons entitled to vote nor has discretionary power
to vote on a particular matter.
91
SCUDDER VARIABLE LIFE INVESTMENT FUND
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Investor Services, Inc.
Two International Place
Boston, Massachusetts 02110
Underwriting Agreement for Class B Shares
-----------------------------------------
Dear Sirs:
Scudder Variable Life Investment Fund (the "Fund") has been formed under
the laws of the Commonwealth of Massachusetts to engage in the business of an
investment company. The shares of beneficial interest of the Fund ("Shares") are
currently divided into certain portfolios ("Portfolios"), each of which (with
the exception of the Money Market Portfolio) is divided into two classes of
shares, Class A and Class B shares. However, additional Portfolios and/or
classes of shares may be established from time to time by action of the
Trustees. If the context requires and unless otherwise specifically provided
herein, the term "Fund" as used in this Agreement shall mean, in addition, each
separate Portfolio now existing and subsequently created. The Fund has selected
you to act as principal underwriter as such term is defined in Section 2(a)(29)
of the Investment Company Act of 1940, as amended (the "Investment Company
Act"), of the Class B Shares of the Fund and you are willing to act as such
principal underwriter and to perform the duties and functions of underwriter in
the manner and on the terms and conditions hereinafter set forth. Accordingly,
the Fund hereby agrees with you as follows:
1. Delivery of Fund Documents. The Fund has furnished you with copies,
properly certified or authenticated, of each of the following:
(a) Declaration of Trust of the Fund dated December 11, 1997, as
amended to date, (the "Declaration of Trust"), including a
(b) Written Instrument to Establish and Designate Separate Series of
Shares, as amended or supplemented from time to time.
(c) Written Instrument Establishing and Designating Separate Classes
of Shares, as amended or supplemented from time to time.
(d) By-laws of the Fund.
<PAGE>
(e) Resolutions of the Trustees of the Fund selecting you as
principal underwriter and approving this form of Agreement.
The Fund will furnish you from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
The Fund will furnish you promptly with properly certified or
authenticated copies of any registration statements filed by it with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
("Securities Act"), or the Investment Company Act, together with any financial
statements and exhibits included therein, and all amendments or supplements
thereto hereafter filed.
2. Registration of Additional Class B Shares. The Fund will from time to
time use its best efforts to register under the Securities Act such Class B
Shares as you may reasonably be expected to sell on behalf of the Fund. You and
the Fund will cooperate in taking such action as may be necessary from time to
time to qualify Class B Shares so registered for sale by you or the Fund in any
jurisdictions mutually agreeable to you and the Fund, and to maintain such
qualifications. This Agreement relates to the issue and sale of Class B Shares
that are duly authorized and registered and available for sale by the Fund,
including redeemed or repurchased Class B Shares if and to the extent that they
may be legally sold and if, but only if, the Fund sees fit to sell them.
3. Sale of Class B Shares. The Fund has been formed to provide an
investment vehicle for the separate accounts of life insurance companies
offering variable life insurance policies and variable annuity contracts.
Consequently, when used herein the terms "investor", "public", and similar terms
include such insurance companies and their separate accounts. No person other
than you is authorized to act as principal underwriter (as such term is defined
in the Investment Company Act) for the Class B Shares of the Fund. Subject to
the provisions of paragraph 5 and 7 hereof and to such minimum or maximum
purchase or other requirements as may from time to time be currently indicated
in the Fund's registration statement or prospectus, you are authorized to sell,
as agent on behalf of the Fund, Class B Shares authorized for issue and
registered under the Securities Act. You may also purchase as principal such
Class B Shares for resale to the public. Such sales will be made by you on
behalf of the Fund by accepting unconditional orders to purchase such Class B
Shares placed with you by investors and such purchases will be made by you only
after acceptance by you of such orders. The sales price to the public of such
Class B Shares shall be the public offering price as defined in paragraph 6
hereof.
4. Solicitation of Orders. You will use your best efforts (but only in
jurisdictions in which you may lawfully do so) to obtain from investors
unconditional orders for Class B Shares authorized for issue by the Fund and
registered under the Securities Act, provided that you may in your discretion
refuse to accept orders for Class B Shares from any particular investor.
2
<PAGE>
5. Sale of Class B Shares by the Fund. Unless you are otherwise notified
by the Fund, any right granted to you to accept orders for Class B Shares or to
make sales on behalf of the Fund or to purchase Class B Shares for resale will
not apply to Class B Shares issued in connection with the merger or
consolidation of any other investment company with the Fund or its acquisition,
by purchase or otherwise, of all or substantially all of the assets of any
investment company or substantially all the outstanding shares of any such
company and such right shall not apply to Class B Shares that may be offered by
the Fund to shareholders by virtue of their being holders of Class B Shares of
the Fund, including Class B Shares to be purchased through reinvestment of
income dividends and capital gains distributions.
6. Public Offering Price. All Class B Shares offered and sold to
investors by you will be offered and sold at the public offering price for that
class of shares. The public offering price for all accepted subscriptions for
Class B Shares will be the net asset value per Class B Share, as determined by
the Fund in accordance with the Declaration of Trust, as now in effect or as it
may be amended, next after the order is accepted by you.
7. Suspension of Sales. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further orders
for Class B Shares shall be accepted by you except unconditional orders placed
with you before you had knowledge of the suspension. In addition, the Fund
reserves the right to suspend sales and your authority to accept orders for
Class B Shares on behalf of the Fund if, in the judgment of the Fund, it is in
the best interests of the Fund to do so, such suspension to continue for such
period as may be determined by the Fund; and in that event, no Class B Shares
will be sold by you on behalf of the Fund while such suspension remains in
effect except for Class B Shares necessary to cover unconditional orders
accepted by you before you had knowledge of the suspension.
8. Suspension, Termination or Limitation of Portfolios. You acknowledge
that the Fund may, at any time such action is deemed desirable, suspend or
terminate sales of Class B Shares of a Portfolio and that upon your receipt of
notice of such action by the Fund you will, for such period as determined by the
Fund, accept no further orders for Class B Shares of that Portfolio except
unconditional orders placed with you before you had knowledge of such action.
You acknowledge further that the Fund may from time to time set upper and lower
limits on the number of Class B Shares of a Portfolio for which a purchaser may
subscribe and may limit sales of Class B Shares of a Portfolio to their existing
shareholders.
9. Portfolio Transactions. Securities may be bought or sold for the Fund
by or through you and you may participate directly or indirectly in brokerage
commissions or "spread" in respect of transactions in securities of the Fund;
provided, however, that all sums of money received by you as a result of such
purchases and sales or as a result of such participation must, after
reimbursement of your actual expenses in connection with such activity, be paid
over by you to or for the benefit of the Fund.
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10. Expenses.
(a) The Fund shall pay or arrange for the payment of all fees and
expenses:
(1) in connection with the preparation, setting in type and
filing of any registration statement and prospectus under the
Securities Act and/or the Investment Company Act, and any
amendments or supplements thereto that may be made from time to
time;
(2) in connection with the registration and qualification of
Class B Shares for sale in the various jurisdictions in which the
Fund shall determine it advisable to qualify such Class B Shares
for sale (including registering the Fund as a broker or dealer or
any officer of the Fund or other person as agent or salesman of
the Fund in any state);
(3) of preparing, setting in type, printing and mailing any
notice, proxy statement, report, prospectus or other
communication to Class B shareholders of the Fund in their
capacity as such;
(4) of preparing, setting in type, printing and mailing
prospectuses annually to existing Class B shareholders;
(5) in connection with the issue and transfer of Class B Shares
resulting from the acceptance by you of orders to purchase Class
B Shares placed with you by investors, including the expenses of
printing and mailing confirmations of such purchase orders and
the expenses of printing and mailing a prospectus included with
the confirmation of such orders;
(6) of any issue taxes or any initial transfer taxes;
(7) of that portion of WATS (or equivalent) telephone lines other
than the portion allocated to you in this paragraph 10;
(8) of wiring funds in payment of Class B Share purchases or in
satisfaction of redemption or repurchase requests, unless such
expenses are paid for by the investor or shareholder who
initiates the transaction;
(9) of that portion of the cost of printing business reply
envelopes allocated to the Fund on the basis of use by existing
shareholders to place redemption requests or to request
information;
(10) of postage for all business reply envelopes;
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<PAGE>
(11) of that portion of one or more CRT terminals connected with
the computer facilities of the transfer agent and used by the
Fund to gain access to its shareholder records, allocated on the
basis of such use;
(12) permitted to be paid or assumed by the Fund pursuant to a
plan ("12b-1 Plan") adopted by the Fund in conformity with the
requirements of Rule 12b-1 under the Investment Company Act
("Rule 12b-1") or any successor rule, notwithstanding any other
provision to the contrary herein; and
(13) not specifically allocated to you hereunder.
(b) You shall pay or arrange for the payment of all fees and
expenses, subject to the Fund reimbursing you for such fees and
expenses as may be permitted by the Fund pursuant to the Rule 12b-1
Plan in effect for the Class B Shares:
(1) of printing and distributing any prospectuses or reports
prepared for your use in connection with the offering of Class B
Shares to the public;
(2) of preparing, setting in type, printing and mailing any other
literature used by you in connection with the offering of Class B
Shares to the public;
(3) of advertising in connection with the offering of Class B
Shares to the public;
(4) incurred in connection with your registration as a broker or
dealer or the registration or qualification of your officers,
directors, agents or representatives under Federal and state
laws;
(5) of that portion of WATS (or equivalent) telephone lines,
allocated to you on the basis of use by investors (but not
shareholders) who request information about or prospectuses of
the Fund;
(6) of that portion of printing business reply envelopes,
allocated to you on the basis of use by investors and
shareholders to purchase Class B Shares; and
(7) of any activity which is primarily intended to result in the
sale of Class B shares issued by the Fund.
Expenses which are to be allocated between you and the Fund shall be
allocated pursuant to reasonable procedures or formulae mutually agreed upon,
which procedures or formulae shall to the extent practicable reflect studies of
relevant empirical data.
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<PAGE>
11. Selected Dealers. In connection with the offering of shares to the
separate accounts of life insurance companies, or to the extent that the offer
of variable life insurance policies and variable annuity contracts the premiums
for which are allocated to such separate accounts which invest in Class B Shares
may be deemed to include an offer of Class B Shares, you may enter into
agreements with other broker-dealers registered under the Securities Exchange
Act of 1934, as amended, provided that any such agreement shall be subject to
the approval of the Trustees of the Fund.
12. Conformity with Law. You agree that in selling Class B Shares you
will duly conform in all respects with the laws of the United States and any
jurisdiction in which such Class B Shares may be offered for sale by you
pursuant to this Agreement and to the rules and regulations of the National
Association of Securities Dealers, Inc., of which you are a member.
13. Independent Contractor. You shall be an independent contractor and
neither you nor any of your officers or employees is or shall be an employee of
the Fund in the performance of your duties hereunder. You shall be responsible
for your own conduct and the employment, control and conduct of your agents and
employees and for injury to such agents or employees or to others through your
agents or employees. You assume full responsibility for your agents or employees
under applicable statutes and agree to pay all employee taxes thereunder.
14. Services Not Exclusive. Except to the extent necessary to perform
your obligations hereunder, nothing herein shall be deemed to limit or restrict
your right or that of any of your affiliates or employees, including any of your
employees who may also be a Trustee, officer or employee of the Fund, to engage
in any other business or to devote time and attention to the distribution or
other related aspects of any other registered investment company or to render
services of any kind to any other corporation, firm, individual or association.
15. Indemnification. You agree to indemnify and hold harmless the Fund
and each of its Trustees and officers and each person, if any, who controls the
Fund within the meaning of Section 15 of the Securities Act against any and all
losses, claims, damages, liabilities or litigation (including legal and other
expenses) to which the Fund or such Trustees, officers or controlling person may
become subject under such Act, under any other statute, at common law or
otherwise, arising out of the acquisition of any Shares by any person which (i)
may be based upon any wrongful act by you or any of your employees or
representatives, or (ii) may be based upon any untrue statement or alleged
untrue statement of a material fact contained in a registration statement or
prospectus covering Shares or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such a statement or omission was made in reliance upon information furnished to
the Fund by you, or (iii) may be incurred or arise by reason of your acting as
the Fund's agent instead of purchasing and reselling Shares as
6
<PAGE>
principal in distributing Shares to the public, provided, however, that in no
case (i) is your indemnity in favor of a Trustee or officer or any other person
deemed to protect such Trustee or officer or other person against any liability
to which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his duties or
by reason of his reckless disregard of obligations and duties under this
Agreement or (ii) are you to be liable under your indemnity agreement contained
in this paragraph with respect to any claim made against the Fund or any person
indemnified unless the Fund or such person, as the case may be, shall have
notified you in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the claims shall have
been served upon the Fund or upon such person (or after the Fund or such person
shall have received notice of such service on any designated agent), but failure
to notify you of any such claim shall not relieve you from any liability which
you have to the Fund or any person against whom such action is brought otherwise
than on account of your indemnity agreement contained in this paragraph. You
shall be entitled to participate, at your own expense, in the defense, or, if
you so elect, to assume the defense of any suit brought to enforce any such
liability, but, if you elect to assume the defense, such defense shall be
conducted by counsel chosen by you and satisfactory to the Fund, to its officers
and Trustees, or to any controlling person or persons, defendant or defendants
in the suit. In the event that you elect to assume the defense of any such suit
and retain such counsel, the Fund, such officers and Trustees or controlling
person or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them, but, in case you do not
elect to assume the defense of any such suit, you will reimburse the Fund, such
officers and Trustees or controlling person or persons, defendant or defendants
in such suit, for the reasonable fees and expenses of any counsel retained by
them. You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against it in connection with the issue and sale of
any Shares.
The Fund agrees to indemnify and hold harmless you and each of your
directors and officers and each person, if any, who controls you within the
meaning of Section 15 of the Securities Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses) to which
you or such directors, officers or controlling person may become subject under
such Act, under any other statute, at common law or otherwise, arising out of
the acquisition of any Shares by any person which (i) may be based upon any
wrongful act by the Fund or any of its employees or representatives, or (ii) may
be based upon any untrue statement or alleged untrue statement of a material
fact contained in a registration statement or prospectus covering Shares or any
amendment thereof or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading if such statements or omission was made in
reliance upon information furnished to you by the Fund; provided, however, that
in no case (i) is the Fund's indemnity in favor of a director or officer or any
other person deemed to protect such director or officer or other person against
any liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties or by reason of his reckless disregard of obligations and duties under
this
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<PAGE>
Agreement or (ii) is the Fund to be liable under its indemnity agreement
contained in this paragraph with respect to any claims made against you or any
such director, officer or controlling person unless you or such director,
officer or controlling person, as the case may be, shall have notified the Fund
in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon you or upon such director, officer or controlling person (or after you or
such director, officer or controlling person shall have received notice of such
service on any designated agent), but failure to notify the Fund of any claim
shall not relieve it from any liability which it may have to the person against
whom such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Fund will be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Fund elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to you, its directors, officers or controlling person or persons,
defendant or defendants, in the suit. In the event the Fund elects to assume the
defense of any such suit and retain such counsel, you, your directors, officers
or controlling person or persons, defendant or defendants in the suit, shall
bear the fees and expenses of any additional counsel retained by them, but, in
case the Fund does not elect to assume the defense of any such suit, it will
reimburse you or such directors, officers or controlling person or persons,
defendant or defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any Shares.
16. Authorized Representations. The Fund is not authorized to give any
information or to make any representations on behalf of you other than the
information and representations contained in a registration statement or
prospectus covering Class B Shares, as such registration statement and
prospectus may be amended or supplemented from time to time, or reports prepared
for distribution to shareholders of the Fund. You are not authorized to give any
information or to make any representations on behalf of the Fund in connection
with the sale of Class B Shares other than the information and representations
contained in a registration statement or prospectus covering Class B Shares, as
such registration statement and prospectus may be amended or supplemented from
time to time, or reports prepared for distribution to shareholders of the Fund.
17. Duration and Termination of the Agreement. This Agreement shall
become effective upon the effective date of the Fund's post-effective amendment
to its registration statement under Securities Act for Class B Shares and,
unless sooner terminated as provided herein, will remain in effect until
September 30, 1999 and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Fund who are not interested persons of you or of the
Fund, cast in person at a meeting called for the purpose of voting on such
approval, and by vote of the Trustees or of a majority of the outstanding voting
securities of the Fund. This Agreement may, on 60 days' written notice, be
terminated at any time, without the payment of any penalty, by the Trustees, by
a vote of a majority of the
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<PAGE>
outstanding voting securities of Class B Shares of the Fund, or by you. This
Agreement will automatically terminate in the event of its assignment. In
interpreting the provisions of this paragraph 17, the definitions contained in
Section 2(a) of the Investment Company Act (particularly the definitions of
"interested person," "assignment" and "majority of the outstanding voting
securities"), shall be applied.
18. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. If the Fund should at any time deem it
necessary or advisable in the best interests of the Fund that any amendment of
this Agreement be made in order to comply with the recommendations or
requirements of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under state or federal tax laws and should
notify you of the form of such amendment, and the reasons therefor, and if you
should decline to assent to such amendment, the Fund may terminate this
Agreement forthwith. If you should at any time request that a change be made in
the Fund's Declaration of Trust or By-laws or in the Fund's methods of doing
business, in order to comply with any requirements of federal law or regulations
of the Securities and Exchange Commission or of a national securities
association of which you are or may be a member relating to the sale of Class B
Shares, and the Fund should not make such necessary change within a reasonable
time, you may terminate this Agreement forthwith.
19. Miscellaneous. The captions in this Agreement are included for the
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name "Scudder Variable Life Investment Fund" is
the designation of the Trustees for the time being under a Declaration of Trust
dated December 11, 1997, and all persons dealing with the Fund must look solely
to the property of the Fund for the enforcement of any claims against the Fund
as neither the Trustees, officers, employees, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Fund, nor shall
resort be had to their private property for the satisfaction of any obligation
or claim or otherwise in connection with the affairs of the Fund.
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If you are in agreement with the foregoing, please sign the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Fund, whereupon this letter shall become a binding contract.
Yours very truly,
SCUDDER VARIABLE LIFE
INVESTMENT FUND
By: /s/ Thomas F. McDonough
---------------------------
Thomas F. McDonough
Vice President
The foregoing Agreement is hereby accepted as of the date thereof.
SCUDDER INVESTOR SERVICES, INC.
By: /s/ Daniel Pierce
---------------------------
Daniel Pierce
Vice President
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