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