EXECUTION VERSION
CERTAIN MUTUAL FUNDS MANAGED BY
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
TERMINATION, REPLACEMENT AND
RESTATEMENT AGREEMENT
DATED AS OF APRIL 7, 2005
RELATING TO
CREDIT AGREEMENT
DATED AS OF APRIL 11, 2002
1,100,000,000 CREDIT FACILITY
JPMORGAN CHASE BANK, N.A.
AS ADMINISTRATIVE AGENT
J. P. MORGAN SECURITIES INC.,
LEAD ARRANGER AND BOOKRUNNER
STATE STREET BANK AND TRUST CO.,
LLOYDS TSB BANK PLC AND
CALYON NEW YORK BRANCH,
CO-SYNDICATION AGENTS
TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT (this "TRR AGREEMENT")
dated as of April 7, 2005, among (i) the undersigned registered investment
companies (each, a "FUND", and collectively, the "FUNDS"), each of which is
executing this TRR Agreement on behalf of itself, or, if applicable, certain of
its investment portfolios set forth beneath such Fund's name on the signature
pages hereon (each of which Funds or investment portfolios, as the case may be,
is, individually, a "BORROWER" and collectively, the "BORROWERS"), (ii) the
several banks and other financial institutions from time to time parties to this
TRR Agreement (as defined below, the "LENDERS") and (iii) JPMORGAN CHASE BANK,
N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the
Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT");
WHEREAS, certain of the Borrowers, the Lenders and the Administrative
Agent are parties to a Credit Agreement dated as of April 11, 2002 (as amended,
including without limitation as amended by that certain Termination, Replacement
and Restatement Agreement dated as of April 10, 2003, that certain Termination,
Replacement and Restatement Agreement dated as of April 8, 2004 (the "ORIGINAL
CLOSING DATE") and that certain Designation of New Borrower and Amendment to
Credit Agreement dated February 15, 2005, the "ORIGINAL CREDIT AGREEMENT");
WHEREAS, the Original Credit Agreement is to be terminated as provided
herein; and
WHEREAS, the Lenders and the Administrative Agent are willing, subject to
the terms and conditions of this TRR Agreement, to replace the Original Credit
Agreement with a new credit agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained in
this TRR Agreement and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. TERMINATION, REPLACEMENT AND RESTATEMENT.
Subject to the conditions set forth in Section 3 hereof:
(a) The Original Credit Agreement, including all schedules and exhibits
thereto, is hereby terminated, subject to applicable provisions set forth
therein as to the survival of certain rights and obligations, and simultaneously
replaced by a new credit agreement (the "NEW CREDIT AGREEMENT") identical in
form and substance to the Original Credit Agreement except as expressly set
forth below. (The terms of such Original Credit Agreement, a copy of which is
attached hereto as Exhibit A, shall be deemed to be incorporated by reference
herein, but modified as expressly set forth below.) Capitalized terms used but
not defined herein shall have the meanings given them in the New Credit
Agreement.
(b) The preamble of the New Credit Agreement shall read as follows:
"AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 7,
2005 (as amended, restated, supplemented or otherwise modified from
time to
time, this "Agreement") among (i) the registered investment
companies listed on Schedule I hereto (each, a "Fund", and
collectively, the "Funds"), each of which is executing this
Agreement on behalf of itself, or, if applicable, certain of its
respective investment portfolios set forth beneath such Fund's name
on Schedule I hereto (each of which Funds or investment portfolios,
as the case may be, is, individually, a "Borrower" and,
collectively, the "Borrowers"), (ii) the several banks and other
financial institutions from time to time parties to this Agreement
(the "Lenders") and (iii) JPMORGAN CHASE BANK, N.A. (formerly known
as JPMorgan Chase Bank), as a Lender and as administrative agent for
the Lenders hereunder (in such capacity, the "Administrative
Agent");"
(c) Section 1 (Defined Terms) of the New Credit Agreement shall be amended
or added as follows:
(i) The definition of "Aggregate Commitment shall be amended and
restated to read in its entirety as follows:
"`Aggregate Commitment': the total of all Commitments of all
Lenders, as may be reduced from time to time in the accordance with
the terms of this Agreement. On the Closing Date at the time of
closing, the Aggregate Commitment shall be equal to $1,100,000,000."
(ii) The following definition shall be added in its properly
alphabetical order:
"`JPMorgan Chase': JPMorgan Chase Bank, N.A. (formerly known
as JPMorgan Chase Bank).
(iii) The definition of "Termination Date" shall be amended and
restated to read in its entirety as follows:
"`Termination Date': April 6, 2006, or such earlier date on
which the Commitments shall terminate as provided herein."
(d) Section 2.3(a) (Fees) of the New Credit Agreement shall be amended and
restated to read in its entirety as follows:
"2.3 Fees. (a) Each Borrower severally, and neither jointly
nor jointly and severally, agrees to pay to the Administrative Agent
for the account of each Lender such Borrower's Pro Rata Allocation
(as adjusted from time to time in accordance with the terms hereof)
of a commitment fee ("Commitment Fee") during the period which shall
begin on the first day of the Commitment Period and shall extend to
the Termination Date, which Commitment Fee shall be a quarterly fee,
computed at the rate of 0.08% per annum on the average daily amount
of the Available Commitments during each calendar quarter. Such
Commitment Fee shall be payable quarterly in arrears on the last
Business Day of each March, June, September and December and on the
Termination Date,
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commencing on the first of such dates to occur after the date
hereof. Solely for the purpose of calculating the Commitment Fee,
Swing Line Loans will not be deemed a utilization of the Aggregate
Commitments of all Lenders."
(e) Section 9.10(b)(i) of the New Credit Agreement shall be amended and
restated to read in its entirety as follows:
(b)(i) For purposes of this Section, "Confidential
Information" shall mean all information received from any of the
Funds, the Borrowers or Deutsche IMA relating to any of them or
their business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis
other than as a result of a breach of this Agreement. Each of the
Administrative Agent and each Lender agrees to maintain the
confidentiality of, and not to use the Confidential Information
(including by disclosing, trading or making investment
recommendations based on the Confidential Information), provided
however, that Confidential Information may be disclosed (i) to its
and its Affiliates' directors, officers, employees and agents,
including without limitation accountants, legal counsel and other
advisors for purposes relating to the transactions contemplated by
this Agreement or for conducting legitimate audits (it being
understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Confidential Information
and will have agreed to keep such Confidential Information
confidential), (ii) to the extent requested by any legal or
regulatory authority having or claiming jurisdiction over such
Person, (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iv) to any
other party to this Agreement for purposes relating to the
transactions contemplated hereby, (v) in connection with (but only
as such Confidential Information relates to) (x) the exercise of any
remedies hereunder or (y) any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder, (vi) subject
to an agreement containing provisions substantially the same as
those of this Section 9.10, to any Assignee or Participant or any
prospective Assignee or Participant, or any actual or proposed
contractual counterparty (or its advisors) to any securitization,
hedge, or other derivative transaction relating to the parties'
obligations hereunder, which executes such agreement, or (vii) with
the consent of the Borrowers. Any Person required to maintain the
confidentiality of Confidential Information as provided in this
Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person
would accord to its own confidential information.
(f) SCHEDULES I, II, III AND IV of the New Credit Agreement shall be in
the form of SCHEDULES I, II, III AND IV to this TRR Agreement.
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(g) Each of the Administrative Agent, the Lenders and the Borrowers
acknowledge that the following borrowers (the "NEW BORROWERS") were not parties
to the Original Credit Agreement:
Scudder Commodity Securities Fund
(a portfolio of SCUDDER INSTITUTIONAL FUNDS)
Scudder Lifecycle Long Fund
(a portfolio of SCUDDER ADVISOR FUNDS III)
Scudder Lifecycle Mid Fund
(a portfolio of SCUDDER ADVISOR FUNDS)
Scudder Lifecycle Short Fund
(a portfolio of SCUDDER ADVISOR FUNDS)
For the avoidance of doubt, each reference to "Borrower" or "Borrowers" in the
New Credit Agreement shall be deemed to include the New Borrowers, and each of
the New Borrowers agrees to be bound by the terms and conditions of the New
Credit Agreement in all respects as a Borrower thereunder; PROVIDED, HOWEVER,
that no New Borrower shall be liable, solely by execution of this TRR Agreement,
for any obligation incurred by the Borrowers or any individual Borrower before
the Effective Date (as defined herein).
SECTION 2. REPRESENTATIONS AND WARRANTIES.
To induce the Administrative Agent and the Lenders to enter into this TRR
Agreement and to make the Loans (as defined in the New Credit Agreement), each
Fund on behalf of itself and each Borrower hereby represents and warrants to the
Administrative Agent and each Lender as follows (it being agreed that each Fund
represents and warrants only to matters with respect to itself and, if
applicable, each investment portfolio thereof that is a Borrower, and each
Borrower represents and warrants only to matters with respect to itself):
(a) This TRR Agreement and the New Credit Agreement have been duly
authorized and, in the case of this TRR Agreement, executed and delivered by it
and constitute its legal, valid and binding obligations enforceable in
accordance with their terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).
(b) The representations and warranties set forth in Section 3 of the New
Credit Agreement are true and correct in all material respects on the date
hereof with the same effect as if made on the date hereof, except to the extent
such representations and warranties expressly relate to an earlier date.
(c) Before and after giving effect to this TRR Agreement, no Default has
occurred and is continuing.
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SECTION 3. CONDITIONS TO EFFECTIVENESS.
This TRR Agreement and the New Credit Agreement, including the agreement
of each Lender to make Loans thereunder, shall become effective as of the date
hereof (the "EFFECTIVE DATE") upon the occurrence of the following conditions
precedent (which shall be deemed to satisfy Section 4.1 of the New Credit
Agreement):
(a) The Administrative Agent shall have received counterparts of this TRR
Agreement which, when taken together, bear the signatures of all the parties
hereto.
(b) The Administrative Agent shall have received, on behalf of itself and
the Lenders, a favorable written opinion of counsel for the Borrowers referring
to this TRR Agreement and the New Credit Agreement, (i) dated the date hereof,
(ii) addressed to the Administrative Agent and the Lenders, and (iii) covering
such other matters relating to this TRR Agreement and the transactions hereunder
and under the New Credit Agreement as the Administrative Agent or its counsel
shall reasonably request, and the Borrowers hereby instruct their counsel to
deliver such opinion.
(c) All legal matters incident to this TRR Agreement, the New Credit
Agreement and the borrowings and extensions of credit hereunder shall be
satisfactory to the Lenders and to Pryor Cashman Sherman & Flynn LLP, counsel
for the Administrative Agent.
(d) The Administrative Agent shall have received on the date hereof:
(i) a certificate of the Secretary, Assistant Secretary, Treasurer
or Assistant Treasurer of each Fund dated the date hereof and certifying
that attached thereto are true and correct copies of the following: (A)
resolutions duly adopted by the Board of Trustees or Directors, as the
case may be, of each such Fund on its own behalf or, if applicable, on
behalf of each investment portfolio thereof that is a Borrower,
authorizing this TRR Agreement and the execution, delivery and performance
of this TRR Agreement and the borrowings under the New Credit Agreement,
and that such resolutions have not been modified, rescinded or amended and
are in full force and effect; (B) if not a party to the Original Credit
Agreement, each Fund's Declaration of Trust or Articles of Incorporation,
as the case may be, or if a party to the Original Credit Agreement, any
amendments since the Original Closing Date to such Fund's Declaration of
Trust or Articles of Incorporation, as the case may be; (C) if not a party
to the Original Credit Agreement, each Fund's By-laws, or if a party to
the Original Credit Agreement, any amendments since the Original Closing
Date to such Fund's By-laws; (D) if not a party to the Original Credit
Agreement, each Fund's Investment Management Agreement, or if a party to
the Original Credit Agreement, any amendments since the Original Closing
Date to such Fund's Investment Management Agreement; (E) if not a party to
the Original Credit Agreement, each Fund's Custodian Agreement, or if a
party to the Original Credit Agreement, any amendments since the Original
Closing Date to such Fund's Custodian Agreement; (F) each Fund's most
recent Prospectus; (G) each Fund's most recent
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Statement of Additional Information; (H) each Fund's most recent annual
financial report; and (I) each Fund's most recent semi-annual financial
report;
(ii) a certificate of the Secretary or Assistant Secretary of each
Fund dated the date hereof and certifying as to the incumbency and
specimen signature of each officer executing this TRR Agreement, the New
Credit Agreement or any other document delivered in connection herewith on
behalf of each such Fund;
(iii) a certificate of another officer as to the incumbency and
specimen signature of the officer executing the certificates pursuant to
(ii) above; and
(iv) such other documents as the Lenders or counsel for the
Administrative Agent may reasonably request.
(e) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the date hereof, including, to the extent
invoiced, reimbursement or payment of all out-of pocket expenses required to be
reimbursed or paid by the Borrowers or Funds hereunder.
SECTION 4. APPLICABLE LAW.
THIS TRR AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW
PRINCIPLES THEREOF.
SECTION 5. COUNTERPARTS.
This TRR Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute but one contract.
SECTION 6. EXPENSES.
Each Borrower agrees, severally and neither jointly nor jointly and
severally, to reimburse the Administrative Agent, in accordance with such
Borrower's Pro Rata Allocation (as defined in the New Credit Agreement), for the
Administrative Agent's out-of-pocket expenses in connection with this TRR
Agreement not yet paid pursuant to Section 3(e) hereof, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent.
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SECTION 7. WAIVER.
The Lenders hereby acknowledge that the following Borrowers under the
Original Credit Agreement transferred all of their assets and liabilities to
certain of their Affiliates during the term thereof:
Scudder Asset Management Portfolio
Scudder Asset Management Portfolio II
Scudder Asset Management Portfolio III
The Lenders hereby waive any violation of Sections 6.5 or 6.8 of the Original
Credit Agreement which may have arisen as a result of the events described in
this Section 7, except with respect to any potential violations of the 1940 Act
or other Applicable Law.
[Remainder of page intentionally blank; signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this TRR
Agreement to be duly executed by their respective authorized officers as of the
day and year first written above.
JPMORGAN CHASE BANK, N.A.
as Administrative Agent and as a Lender
By:____________________________
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SCUDDER CASH INVESTMENT TRUST;
SCUDDER FUNDS TRUST, on behalf of
Scudder Short Term Bond Fund;
SCUDDER INCOME TRUST, on behalf of
Scudder GNMA Fund;
INVESTMENT TRUST, on behalf of
Scudder Growth and Income Fund,
Scudder Large Company Growth Fund,
Scudder Small Company Stock Fund, and
Scudder Capital Growth Fund;
SCUDDER PORTFOLIO TRUST, on behalf of
Scudder Income Fund;
SCUDDER MUTUAL FUNDS, INC., on behalf of
Scudder Gold and Precious Metals Fund;
SCUDDER U.S. TREASURY MONEY FUND;
SCUDDER SECURITIES TRUST, on behalf of
Scudder Development Fund,
Scudder Health Care Fund, and
Scudder Small Company Value Fund;
SCUDDER TAX FREE MONEY FUND;
SCUDDER MONEY MARKET TRUST, on behalf of
Scudder Money Market Series;
SCUDDER PATHWAY SERIES, on behalf of
Pathway Moderate Portfolio,
Pathway Conservative Portfolio,
Pathway Growth Plus Portfolio, and
Pathway Growth Portfolio;
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SCUDDER VARIABLE SERIES I, on behalf of
Balanced Portfolio,
Bond Portfolio,
Capital Growth Portfolio,
Global Discovery Portfolio,
Growth and Income Portfolio,
International Portfolio,
Money Market Portfolio,
21st Century Growth Portfolio, and
Health Sciences Portfolio;
SCUDDER MUNICIPAL TRUST, on behalf of
Scudder Managed Municipal Bond Fund, and
Scudder High Yield Tax Free Fund;
GLOBAL/INTERNATIONAL FUND, INC., on behalf of
Scudder Emerging Markets Income Fund,
Scudder Global Fund,
Scudder Global Bond Fund, and
Scudder Global Discovery Fund;
SCUDDER STATE TAX FREE TRUST, on behalf of
Scudder Massachusetts Tax Free Fund;
SCUDDER TAX FREE TRUST, on behalf of
Scudder Intermediate Tax/AMT Free Fund;
VALUE EQUITY TRUST, on behalf of
Scudder Select 500 Fund, and
Scudder Tax Advantaged Dividend Fund;
SCUDDER INTERNATIONAL FUND, INC., on behalf of
Scudder Emerging Markets Fund (formerly Scudder
Emerging Markets Growth Fund),
Scudder Greater Europe Fund (formerly Scudder
Greater Europe Growth Fund),
Scudder International Fund,
Scudder Latin America Fund, and
Scudder Pacific Opportunities Fund;
THE BRAZIL FUND, INC.;
THE KOREA FUND, INC.;
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SCUDDER NEW ASIA FUND, INC.;
SCUDDER GLOBAL HIGH INCOME FUND, INC.
SCUDDER GLOBAL COMMODITIES STOCK FUND, INC.
CASH ACCOUNT TRUST, on behalf of
Money Market Portfolio,
Government & Agency Securities Portfolio, and
Tax-Exempt Portfolio;
CASH EQUIVALENT FUND, on behalf of
Money Market Portfolio,
Government & Agency Securities Portfolio, and
Tax-Exempt Portfolio;
INVESTORS CASH TRUST, on behalf of
Government & Agency Securities Portfolio, and
Treasury Portfolio;
INVESTORS MUNICIPAL CASH FUND, on behalf of
Investors Florida Municipal Cash Fund,
Investors New Jersey Municipal Cash Fund,
Investors Michigan Municipal Cash Fund,
Investors Pennsylvania Municipal Cash Fund, and
Tax-Exempt New York Money Market Fund;
SCUDDER AGGRESSIVE GROWTH FUND;
SCUDDER BLUE CHIP FUND;
SCUDDER HIGH INCOME SERIES, on behalf of
Scudder High Income Fund;
SCUDDER PORTFOLIOS, on behalf of
Scudder Cash Reserves Fund;
SCUDDER STATE TAX-FREE INCOME SERIES, on behalf of
Scudder CA Tax-Free Income Fund, and
Scudder NY Tax-Free Income Fund;
SCUDDER STRATEGIC INCOME FUND;
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SCUDDER TECHNOLOGY FUND;
SCUDDER TOTAL RETURN FUND;
SCUDDER U.S. GOVERNMENT SECURITIES FUND;
SCUDDER FOCUS VALUE PLUS GROWTH FUND;
TAX-EXEMPT CA MONEY MARKET FUND;
SCUDDER MONEY FUNDS, on behalf of
Scudder Money Market Fund,
Scudder Government & Agency Money Fund, and
Scudder Tax-Exempt Money Fund;
SCUDDER YIELDWISE FUNDS, on behalf of
Scudder YieldWise Money Fund,
Scudder YieldWise Government & Agency Money Fund,
and
Scudder YieldWise Municipal Money Fund;
SCUDDER EQUITY TRUST, on behalf of
Scudder-Dreman Financial Services Fund;
SCUDDER INVESTORS TRUST, on behalf of
Scudder S&P 500 Stock Fund;
SCUDDER TARGET FUND, on behalf of
Scudder Target 2010 Fund,
Scudder Target 2011 Fund,
Scudder Target 2012 Fund,
Scudder Target 2013 Fund,
Scudder Target 2014 Fund (Formerly Scudder
Retirement Fund - Series V),
Scudder Retirement Fund - Series VI, and
Scudder Retirement Fund - Series VII;
SCUDDER VALUE SERIES, INC., on behalf of
Scudder Large Cap Value Fund,
Scudder-Dreman High Return Equity Fund, and
Scudder-Dreman Small Cap Value Fund;
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SCUDDER VARIABLE SERIES II, on behalf of
Scudder Aggressive Growth Portfolio,
Scudder Blue Chip Portfolio,
Scudder Large Cap Value Portfolio (formerly
Scudder Contrarian Value Portfolio),
Scudder Global Blue Chip Portfolio, Scudder
Government & Agency Securities Portfolio,
Scudder Growth Portfolio,
Scudder High Income Portfolio,
Scudder International Select Equity Portfolio,
Scudder Fixed Income Portfolio,
Scudder Money Market Portfolio,
Scudder Small Cap Growth Portfolio,
Scudder Strategic Income Portfolio,
Scudder Technology Growth Portfolio,
Scudder Total Return Portfolio,
Scudder Conservative Income Strategy Portfolio,
Scudder Growth and Income Strategy Portfolio,
Scudder Growth Strategy Portfolio,
Scudder Income and Growth Strategy Portfolio,
Scudder Templeton Foreign Value Portfolio,
Scudder Mercury Large Cap Core Portfolio,
SVS Index 500 Portfolio,
SVS Dreman Financial Services Portfolio,
SVS Dreman High Return Equity Portfolio,
SVS Dreman Small Cap Value Portfolio,
SVS Janus Growth Opportunities Portfolio,
SVS MFS Strategic Value Portfolio,
SVS Invesco Dynamic Growth Portfolio,
SVS Turner Mid Cap Growth Portfolio,
SVS Oak Strategic Equity Portfolio,
SVS Davis Venture Value Portfolio,
SVS Eagle Focused Large Cap Growth Portfolio,
SVS Janus Growth and Income Portfolio, and
SVS Focus Value+Growth Portfolio;
SCUDDER MUNICIPAL INCOME TRUST;
SCUDDER STRATEGIC MUNICIPAL INCOME TRUST;
SCUDDER INTERMEDIATE GOVERNMENT AND AGENCY TRUST;
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SCUDDER MG INVESTMENTS TRUST, on behalf of
Scudder Fixed Income Fund,
Scudder Short Duration Fund,
Scudder Short Term Municipal Bond Fund,
Scudder Micro Cap Fund, and
Scudder International Select Equity Fund;
SCUDDER ADVISOR FUNDS III, on behalf of
Scudder Lifecycle Long Fund (former "feeder" to
Scudder Asset Management Portfolio);
SCUDDER CASH MANAGEMENT PORTFOLIO;
SCUDDER EQUITY 500 INDEX PORTFOLIO;
SCUDDER INTERNATIONAL EQUITY PORTFOLIO;
SCUDDER TREASURY MONEY PORTFOLIO;
SCUDDER INVESTMENTS VIT FUNDS, on behalf of
Scudder Small Cap Index Fund,
Scudder EAFE Index Fund,
Scudder Equity 500 Index Fund; and
Scudder Real Estate Securities Portfolio
SCUDDER INVESTMENT PORTFOLIOS, on behalf of
EAFE Equity Index Portfolio,
PreservationPlus Income Portfolio, and
US Bond Index Portfolio;
SCUDDER ADVISOR FUNDS, on behalf of
Lifecycle Mid Fund (former "feeder" to Scudder
Asset Management Portfolio II),
Lifecycle Short Fund (former "feeder" to Scudder
Asset Management Portfolio III),
Scudder Mid Cap Fund,
NY Tax Free Money Fund Investment,
Scudder Small Cap Fund, and
Tax Free Money Fund Investment;
SCUDDER INSTITUTIONAL FUNDS, on behalf of
Daily Assets Fund Institutional, and
Scudder Commodity Securities Fund;
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SCUDDER FLAG INVESTORS COMMUNICATIONS FUND, INC.;
SCUDDER FLAG INVESTORS VALUE BUILDER FUND, INC.;
SCUDDER FLAG INVESTORS EQUITY PARTNERS FUND, INC.;
CASH RESERVE FUND, INC., on behalf of
Prime Series,
Treasury Series, and
Tax-free Series;
SCUDDER INVESTORS FUNDS, INC., on behalf of
Scudder Japanese Equity Fund;
SCUDDER RREEF SECURITIES TRUST, on behalf of
RREEF Real Estate Securities Fund;
SCUDDER RREEF REAL ESTATE FUND, INC.; and
SCUDDER RREEF REAL ESTATE FUND II, INC.
By:
---------------------------
Name:
Title*:
*(The above-signed officer holds this office with
each of the above-referenced funds)
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
STATE STREET BANK AND TRUST CO.
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
CALYON NEW YORK BRANCH
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
LLOYDS TSB BANK PLC
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
BANK OF AMERICA, N.A.
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
CITIBANK, N.A.
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
HSBC BANK USA, NATIONAL ASSOCIATION
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SOCIETE GENERALE NEW YORK BRANCH
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
BANK OF MONTREAL
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
THE ROYAL BANK OF SCOTLAND PLC
By: Greenwich Capital Markets, Inc., as
agent for The Royal Bank of Scotland plc
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
BNP PARIBAS
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
MELLON BANK N.A.
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
NATIONAL AUSTRALIA BANK LTD.
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
NORDDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
JPMORGAN CHASE/DEUTSCHE IMA
APRIL 2005
TRR SIGNATURE PAGE
SVENSKA HANDELSBANKEN
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
SCHEDULE I
DESIGNATED
BORROWERS* &
BORROWER ASSET
BORROWER NAME COVERAGE RATIO ALLOCATION
- ------------- -------------- ----------
SCUDDER CASH INVESTMENT TRUST 300% 0.65%
SCUDDER FUNDS TRUST
Scudder Short Term Bond Fund 300% 0.83%
SCUDDER INCOME TRUST
Scudder GNMA Fund 300% 3.01%
INVESTMENT TRUST
Scudder Growth and Income Fund 300% 4.34%
Scudder Large Company Growth Fund 300% 0.40%
Scudder Small Company Stock Fund 300% 0.15%
Scudder Capital Growth Fund 300% 1.04%
SCUDDER PORTFOLIO TRUST
Scudder Income Fund 300% 0.74%
SCUDDER MUTUAL FUNDS, INC.
Scudder Gold and Precious Metals Fund D 400% 0.48%
SCUDDER U.S. TREASURY MONEY FUND 300% 0.18%
SCUDDER SECURITIES TRUST
Scudder Development Fund 300% 0.19%
Scudder Health Care Fund 300% 0.20%
Scudder Small Company Value Fund 300% 0.31%
SCUDDER TAX FREE MONEY FUND 300% 0.19%
SCUDDER MONEY MARKET TRUST
Scudder Money Market Series 300% 8.33%
I-1
DESIGNATED
BORROWERS* &
BORROWER ASSET
BORROWER NAME COVERAGE RATIO ALLOCATION
- ------------- -------------- ----------
SCUDDER PATHWAY SERIES
Pathway Moderate Portfolio D 500% 0.21%
Pathway Conservative Portfolio D 500% 0.10%
Pathway Growth Portfolio D 500% 0.20%
Pathway Growth Plus Portfolio D 500% 0.01%
SCUDDER VARIABLE SERIES I
Balanced Portfolio 300% 0.11%
Bond Portfolio 300% 0.15%
Capital Growth Portfolio 300% 0.60%
Global Discovery Portfolio 300% 0.21%
Growth and Income Portfolio 300% 0.17%
International Portfolio 300% 0.47%
Money Market Portfolio 300% 0.05%
21st Century Growth Portfolio 300% 0.05%
Health Sciences Portfolio 300% 0.11%
SCUDDER MUNICIPAL TRUST
Scudder Managed Municipal Bond Fund 300% 3.81%
Scudder High Yield Tax Free Fund 300% 0.68%
GLOBAL/INTERNATIONAL FUND, INC.
Scudder Emerging Markets Income Fund D 400% 0.16%
Scudder Global Fund 300% 0.69%
Scudder Global Bond Fund 300% 0.16%
Scudder Global Discovery Fund 300% 0.47%
SCUDDER STATE TAX FREE TRUST
Scudder Massachusetts Tax Free Fund 300% 0.43%
SCUDDER TAX FREE TRUST
Scudder Intermediate Tax/AMT Free Fund 300% 0.74%
VALUE EQUITY TRUST
Scudder Select 500 Fund 300% 0.09%
Scudder Tax Advantaged Dividend Fund 300% 0.13%
I-2
DESIGNATED
BORROWERS* &
BORROWER ASSET
BORROWER NAME COVERAGE RATIO ALLOCATION
- ------------- -------------- ----------
SCUDDER INTERNATIONAL FUND, INC.
Scudder Emerging Markets Fund (formerly D 400% 0.14%
Scudder Emerging Markets Growth Fund)
Scudder Greater Europe Fund (formerly Scudder 300% 0.32%
Greater Europe Growth Fund)
Scudder International Fund 300% 1.43%
Scudder Latin America Fund D 400% 0.34%
Scudder Pacific Opportunities Fund D 400% 0.09%
THE BRAZIL FUND, INC. D 2000% 0.48%
THE KOREA FUND, INC. D 2000% 0.98%
SCUDDER NEW ASIA FUND, INC. D 2000% 0.12%
SCUDDER GLOBAL HIGH INCOME FUND, INC. 300% 0.07%
SCUDDER GLOBAL COMMODITIES STOCK FUND, INC. 300% 0.34%
CASH ACCOUNT TRUST
Money Market Portfolio 300% 3.39%
Government & Agency Securities Portfolio 300% 1.63%
Tax-Exempt Portfolio 300% 0.84%
CASH EQUIVALENT FUND
Money Market Portfolio 300% 0.05%
Government & Agency Securities Portfolio 300% 0.02%
Tax-Exempt Portfolio 300% 0.10%
INVESTORS CASH TRUST
Government & Agency Securities Portfolio 300% 0.40%
Treasury Portfolio 300% 0.04%
I-3
DESIGNATED
BORROWERS* &
BORROWER ASSET
BORROWER NAME COVERAGE RATIO ALLOCATION
- ------------- -------------- ----------
INVESTORS MUNICIPAL CASH FUND
Investors Florida Municipal Cash Fund 300% 0.01%
Investors New Jersey Municipal Cash Fund 300% 0.01%
Investors Michigan Municipal Cash Fund 300% 0.01%
Investors Pennsylvania Municipal Cash Fund 300% 0.01%
Tax-Exempt New York Money Market Fund 300% 0.01%
SCUDDER AGGRESSIVE GROWTH FUND 300% 0.10%
SCUDDER BLUE CHIP FUND 300% 0.55%
SCUDDER HIGH INCOME SERIES
Scudder High Income Fund 300% 2.14%
SCUDDER PORTFOLIOS
Scudder Cash Reserves Fund 300% 0.23%
SCUDDER STATE TAX-FREE INCOME SERIES
Scudder CA Tax-Free Income Fund 300% 0.80%
Scudder NY Tax-Free Income Fund 300% 0.31%
SCUDDER STRATEGIC INCOME FUND 300% 0.35%
SCUDDER TECHNOLOGY FUND D 1000% 1.39%
SCUDDER TOTAL RETURN FUND 300% 1.59%
SCUDDER U.S. GOVERNMENT SECURITIES FUND 300% 2.58%
SCUDDER FOCUS VALUE PLUS GROWTH FUND 300% 0.07%
TAX-EXEMPT CA MONEY MARKET FUND 300% 0.10%
SCUDDER MONEY FUNDS
Scudder Money Market Fund 300% 2.80%
Scudder Government & Agency Money Fund 300% 0.33%
Scudder Tax-Exempt Money Fund 300% 0.51%
I-4
DESIGNATED
BORROWERS* &
BORROWER ASSET
BORROWER NAME COVERAGE RATIO ALLOCATION
- ------------- -------------- ----------
SCUDDER YIELDWISE FUNDS
Scudder YieldWise Money Fund 300% 0.27%
Scudder YieldWise Government & Agency Money 300% 0.08%
Fund
Scudder YieldWise Municipal Money Fund 300% 0.14%
SCUDDER EQUITY TRUST
Scudder-Dreman Financial Services Fund 300% 0.10%
SCUDDER INVESTORS TRUST
Scudder S&P 500 Stock Fund 300% 0.11%
SCUDDER TARGET EQUITY FUND
Scudder Target 2010 Fund 300% 0.05%
Scudder Target 2011 Fund 300% 0.09%
Scudder Target 2012 Fund 300% 0.07%
Scudder Target 2013 Fund 300% 0.05%
Scudder Target 2014 Fund (formerly Scudder 300% 0.05%
Retirement Fund - Series V)
Scudder Retirement Fund - Series VI 300% 0.03%
Scudder Retirement Fund - Series VII 300% 0.02%
SCUDDER VALUE SERIES, INC.
Scudder Large Cap Value Fund 300% 1.87%
Scudder-Dreman High Return Equity Fund 300% 5.03%
Scudder-Dreman Small Cap Value Fund 300% 0.71%
I-5
DESIGNATED
BORROWERS* &
BORROWER ASSET
BORROWER NAME COVERAGE RATIO ALLOCATION
- ------------- -------------- ----------
SCUDDER VARIABLE SERIES II
Scudder Aggressive Growth Portfolio 300% 0.05%
Scudder Blue Chip Portfolio 300% 0.26%
Scudder Large Cap Value Portfolio (formerly 300% 0.26%
Scudder Large Cap Contrarian Portfolio)
Scudder Global Blue Chip Portfolio 300% 0.06%
Scudder Government and Agency Securities 300% 0.28%
Portfolio
Scudder Growth Portfolio 300% 0.26%
Scudder High Income Portfolio 300% 0.38%
Scudder International Select Equity Portfolio 300% 0.18%
Scudder Fixed Income Portfolio 300% 0.24%
Scudder Money Market Portfolio 300% 0.26%
Scudder Small Cap Growth Portfolio 300% 0.20%
Scudder Strategic Income Portfolio 300% 0.07%
Scudder Technology Growth Portfolio D 2000% 0.20%
Scudder Total Return Portfolio 300% 0.55%
SVS Index 500 Portfolio 300% 0.33%
SVS Dreman Financial Services Portfolio 300% 0.14%
SVS Dreman High Return Equity Portfolio 300% 0.71%
SVS Dreman Small Cap Value Portfolio 300% 0.45%
SVS Janus Growth Opportunities Portfolio 300% 0.12%
SVS MFS Strategic Value Portfolio 300% 0.04%
SVS INVESCO Dynamic Growth Portfolio 300% 0.03%
SVS Turner Mid Cap Growth Portfolio 300% 0.12%
SVS Oak Strategic Equity Portfolio 300% 0.08%
SVS Davis Venture Value Portfolio 300% 0.28%
SVS Eagle Focused Large Cap Growth Portfolio 300% 0.10%
SVS Janus Growth and Income Portfolio 300% 0.18%
SVS Focus Value+Growth Portfolio 300% 0.10%
Scudder Conservative Income Strategy Portfolio 300% 0.01%
Scudder Growth and Income Strategy Portfolio 300% 0.02%
Scudder Growth Strategy Portfolio 300% 0.03%
Scudder Income and Growth Strategy Portfolio 300% 0.01%
Templeton Foreign Value Portfolio 300% 0.01%
Mercury Large Cap Core Portfolio 300% 0.01%
SCUDDER MUNICIPAL INCOME TRUST 300% 0.41%
SCUDDER INTERMEDIATE GOVERNMENT & AGENCY TRUST 300% 0.21%
I-6
DESIGNATED
BORROWERS* &
BORROWER ASSET
BORROWER NAME COVERAGE RATIO ALLOCATION
- ------------- -------------- ----------
SCUDDER STRATEGIC MUNICIPAL INCOME TRUST 300% 0.11%
SCUDDER MG INVESTMENTS TRUST
Scudder Fixed Income Fund D 1000% 0.92%
Scudder Short Duration Fund 300% 0.16%
Scudder Short Term Municipal Bond Fund 300% 0.71%
Scudder Micro Cap Fund 300% 0.09%
Scudder International Select Equity Fund 300% 0.89%
SCUDDER ADVISOR FUNDS III
Scudder Lifecycle Long Fund (former "feeder" 300% 0.67%
to Scudder Asset Management Portfolio)
SCUDDER CASH MANAGEMENT PORTFOLIO D 2000% 8.51%
SCUDDER EQUITY 500 INDEX PORTFOLIO 300% 2.74%
SCUDDER INTERNATIONAL EQUITY PORTFOLIO 300% 0.30%
SCUDDER TREASURY MONEY PORTFOLIO D 2000% 0.45%
SCUDDER INVESTMENTS VIT FUNDS
Scudder Small Cap Index Fund 300% 0.38%
Scudder EAFE Index Fund 300% 0.15%
Scudder Equity 500 Index Fund 300% 0.69%
Scudder Real Estate Securities Portfolio D 500% 0.03%
SCUDDER INVESTMENT PORTFOLIOS
EAFE Equity Index Portfolio 300% 0.24%
PreservationPlus Income Portfolio 300% 1.28%
US Bond Index Portfolio 300% 0.14%
I-7
DESIGNATED
BORROWERS* &
BORROWER ASSET
BORROWER NAME COVERAGE RATIO ALLOCATION
- ------------- -------------- ----------
SCUDDER ADVISOR FUNDS
Lifecycle Mid Fund (former "feeder" to 300% 0.04%
Scudder Asset Management Portfolio II)
Lifecycle Short Fund (former "feeder" to 300% 0.02%
Scudder Asset Management Portfolio III)
Scudder Mid Cap Fund 300% 0.80%
NY Tax Free Money Fund Investment D 2000% 0.10%
Scudder Small Cap Fund 300% 0.48%
Tax Free Money Fund Investment D 2000% 0.11%
SCUDDER INSTITUTIONAL FUNDS
Daily Assets Fund Institutional D 1000% 2.66%
Scudder Commodity Securities Fund 300% 0.01%
SCUDDER FLAG INVESTORS COMMUNICATIONS FUND, INC. D 1000% 0.30%
SCUDDER FLAG INVESTORS VALUE BUILDER FUND, INC. D 1000% 0.55%
SCUDDER FLAG INVESTORS EQUITY PARTNERS FUND, INC. D 1000% 0.25%
CASH RESERVE FUND, INC.
Prime Series D 1000% 2.23%
Treasury Series D 1000% 0.39%
Tax-free Series D 1000% 0.77%
SCUDDER INVESTORS FUNDS, INC.
Japanese Equity Fund 300% 0.08%
SCUDDER RREEF SECURITIES TRUST
RREEF Real Estate Securities Fund D 500% 1.03%
SCUDDER RREEF REAL ESTATE FUND, INC. D 500% 0.34%
SCUDDER RREEF REAL ESTATE FUND II, INC. D 500% 0.62%
I-8
SCHEDULE II
COMMITMENTS, ADDRESSES, ETC.
AMOUNT OF
AMOUNT OF SWING LINE
NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT
- -------------------------- ---------- ----------
JPMORGAN CHASE BANK $100,000,000 $0
270 Park Avenue, 15th Floor
New York, New York 10017
Attn: Marybeth Mullen
Tel: 212-270-5049
Fax: 212-270-0670
Email: marybeth.mullen@jpmorgan.com
STATE STREET BANK AND TRUST CO. $125,000,000 $125,000,000
Lafayette Corporate Center
Boston, MA 02211
Attn: John T. Daley
Tel: 617-662-2312
Fax: 617-662-2325
Email: jtdaley@statestreet.com
CALYON NEW YORK BRANCH $100,000,000 $0
1301 Avenue of The Americas
New York, NY 10019-6022
Attn: Sebastian Rocco
Tel: 212-261-7360
Fax: 212-261-3438
Email: rocco@clamericas.com
LLOYDS TSB BANK PLC $100,000,000 $0
1251 Avenue of The Americas, 39th Floor
New York, NY 10020
Attn: Matthew Tuck
Tel: 212-930-8967
Fax: 212-930-5098
Email: mtuck@lloydstsb-usa.com
BANK OF AMERICA, N.A. $70,000,000 $0
100 Federal Street
Boston, MA 02110
Attn: Lawrence C. Bigelow
Tel: 617-434-8868
Fax: 617-434-1096
Email: lcbigelow@bkb.com
II-1
AMOUNT OF
AMOUNT OF SWING LINE
NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT
- -------------------------- ---------- ----------
CITIBANK, N.A. $70,000,000 $0
388 Greenwich Street, 22nd Floor
New York, NY 10013
Attn: Yoko Otani
Tel: 212-816-3885
Fax: 212-793-5904
Email: yoko.otani@citigroup.com
HSBC BANK USA, NATIONAL ASSOCIATION $70,000,000 $0
452 Fifth Avenue, Fifth Floor
New York, NY 10017
Attn: Scott H. Buitekant
Tel: 212-525-2571
Fax: 212-525-2479
Email: scott.h.buitekant@us.hsbc.com
SOCIETE GENERALE NEW YORK BRANCH $70,000,000 $0
1221 6th Ave, 11th Floor
New York, NY 10020
Attn: Dabney Treacy
Tel: 212-278-7174
Fax: 212-278-7569
Email: dabney.treacy@us.socgen.com
BANK OF MONTREAL $60,000,000 $0
115 South LaSalle Street, 12th Floor
Chicago, IL 60603
Attn: Joseph W. Linder
Tel: 312-750-3784
Fax: 312-750-6057
Email: joseph.linder@bmo.com
THE ROYAL BANK OF SCOTLAND PLC $60,000,000 $0
101 Park Avenue
New York, NY 10178
Attn: Diane Ferguson
Tel: 212-401-3737
Fax: 212-401-3456
Email: diane.ferguson@rbos.com
II-2
AMOUNT OF
AMOUNT OF SWING LINE
NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT
- -------------------------- ---------- ----------
BNP PARIBAS $50,000,000 $0
787 Seventh Avenue
New York, NY 10019
Attn: Barry K. Chung
Tel: 212-841-2989
Fax: 212-841-2533
Email: barry.chung@americas.
bnpparibas.com
AUSTRALIA AND NEW ZEALAND BANKING GROUP $45,000,000 $0
LIMITED
1177 Avenue of the Americas, 6th Floor
New York, NY 10036
Attn: Eileen Murphy
Tel: (212) 801-9734
Fax: (212) 556-4833
Email: murphye@anz.com
MELLON BANK N.A. $45,000,000 $0
One Mellon Center
500 Grant Street
Pittsburgh, PA 15258-0001
Attn: Bart A. Rauluk
Tel: 412-234-4371
Fax: 412-236-2650
Email: rauluk.ba@mellon.com
NATIONAL AUSTRALIA BANK LTD. $45,000,000 $0
200 Park Avenue, 34th Floor
New York, NY 10166
Attention: Richard Reilly
Telephone: (212) 916-9620
Facsimile: (212) 986-5252
E-mail: rreilly@nabny.com
NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW $45,000,000 $0
YORK BRANCH
1114 Avenue of the Americas
New York, NY 10036
Attn: Rebecca Rahe
Tel: 212-812-6871
Fax: 212-812-6860
Email: rebecca.rahe@nordlb.com
II-3
AMOUNT OF
AMOUNT OF SWING LINE
NAME AND ADDRESS OF LENDER COMMITMENT COMMITMENT
- -------------------------- ---------- ----------
SVENSKA HANDELSBANKEN $45,000,000 $0
875 Third Avenue
New York, NY 10022-7218
Attn: H.N. Bacon
Tel: 212-326-2726
Fax: 212-326-5151
Email: neba01@handelsbanken.se
II-4
EXHIBIT A
ORIGINAL CREDIT AGREEMENT
Incorporated herein by reference to Exhibit (b)(1) of the Schedule TO filed
by The Korea Fund, Inc. on January 23, 2004.