SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-12

DEUTSCHE ASSET MANAGEMENT VIT FUNDS

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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(1) Title of each class of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

[LOGO] Scudder
Investments
June 2002

Dear Shareholder:

Your fund and certain other funds within the Deutsche Asset Management Fund
Complex ('DeAM Fund Complex') are holding shareholder meetings at which
shareholders will be asked to vote on certain proposals.

You will be asked to elect members of the Board governing your fund. This
proposal is part of an overall plan to coordinate and enhance the efficiency of
governance by the boards of the DeAM Fund Complex. Your Board also believes
that your fund will benefit from the greater diversity and the expertise of the
nominees that would be included on the expanded boards.

As you know, your investment advisor's parent, Deutsche Bank AG, has through
acquisitions such as Zurich Scudder Investments, and through internal
reorganizations, sought to enhance its global research and investment
management capabilities. Consistent with these changes, you will also be asked
to approve a new advisory agreement with your fund's investment advisor. Under
the new advisory agreement, your advisor would be authorized to appoint certain
affiliates as sub-advisors.

The enclosed proxy statement details these proposals. For your convenience,
we've provided a question and answer section that offers a brief overview of
the issues for which your vote is requested. The proxy statement itself
provides greater detail about the proposals, why they are being made and how
they apply to your fund. Please read these materials carefully.

Please be assured that:

. These proposals will have no effect on the number of shares you own or the
value of those shares.
. The advisory fees applicable to your fund will not change.
. The members of your fund's Board carefully reviewed each proposal prior to
recommending that you vote in favor of each proposal.

[LOGO] A Member of
Deutsche Asset Management [/]

To vote, simply complete the enclosed proxy card(s)--be sure to sign and
date it--and return it to us in the enclosed postage-paid envelope.

Your vote is very important to us. If we do not hear from you, our proxy
solicitor may contact you. Thank you for your response and for your continued
investment.

Respectfully,
/s/ Daniel O. Hirsch
Daniel O. Hirsch
Secretary

The attached proxy statement contains more detailed information about each
of the proposals relating to your fund. Please read it carefully.

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

important news

FOR SCUDDER FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed Proxy Statement,
here's a brief overview of some matters affecting your Fund that will be the
subject of a shareholder vote.

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Q&A
Q What is the purpose of this
proxy solicitation?

A The purpose of this proxy solicitation is to ask you to vote on the following
issues:

[_] to elect eleven members of the Board of Trustees of Deutsche Asset
Management VIT Funds (the "Trust"), of which your fund is a series (the
"Fund"), whose terms will be effective beginning July 30, 2002 or on such later
date as shareholder approval is obtained; and
[_] to approve a new investment advisory agreement between the Fund and
Deutsche Asset Management Inc. ("DeAM, Inc."), the investment advisor for the
Funds.

Shares of the Funds ("Shares") have been purchased at your direction by your
insurance company (the "Insurance Company") through one or more of its separate
accounts to fund benefits payable under your variable annuity contract or
variable life insurance policy (each, a "variable contract"). Your Insurance
Company, as the legal owner of the Shares, has been asked to approve the
proposals. You, as an owner of a variable contract with benefits based on the
performance of one or more Funds ("Contract Owner"), are being asked by your
Insurance Company for instructions as to how to vote the shares of the Funds
that are attributable to your variable contract. The separate accounts will
vote all their Shares in the same proportion as the voting instructions
actually received from Contract Owners. The enclosed proxy card will serve as
the voting instruction form (the "proxy") by which the Contract Owner instructs
the voting of the Shares attributable to his or her variable contract.

THE BOARD MEMBERS OF THE TRUST RECOMMEND THAT YOU VOTE FOR THESE PROPOSALS.

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Q&A continued

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I. BOARD PROPOSAL TO ELECT NEW BOARD MEMBERS

Q Why am I being asked to vote for Board Members?

A Deutsche Asset Management recommended to the Board, and the Board agreed that
the Trust along with certain other funds that are managed, advised, subadvised
or administered by Deutsche Asset Management and certain other funds managed,
advised or administered by Investment Company Capital Corporation (the "DeAM
Funds") should be governed by boards comprised of the same group of
individuals. To attain the goal of having identical boards for all DeAM Funds,
we need shareholder approval to elect certain persons to the Trust's Board. The
Trust's Board agreed to submit this proposal to shareholders.

Q Why did the Trust's Board approve management's recommendation?

A Deutsche Asset Management recommended this proposal as part of an overall
plan to coordinate and enhance the efficiency of the governance of the DeAM
Funds. The Board considered, among other factors, that a unified group board
structure benefits the Trust and your fund and the other series of the Trust by
creating an experienced group of Board members who understand the operations of
the DeAM, Inc. fund complex and are exposed to the wide variety of issues that
arise from overseeing different types of funds. Adopting a unified group board
structure will also enable management to use time more efficiently. There may
also be cost savings in avoiding duplication of effort involved in preparing
and conducting board meetings.

Q If the Board proposal is approved by shareholders, how many Trustees will sit
on the Board?

A If all nominees are elected, the Trust's Board will consist of 11
individuals. Although these people will be new to the Trust's Board, they have
experience serving on the boards of various other investment companies within
the Deutsche Asset Management family of funds.

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Q&A continued

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II. PROPOSAL RELATED TO APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS

Q Why am I being asked to vote for a new investment advisory agreement?

A DeAM, Inc. recommended to the Board that they approve the new investment
advisory agreements in order to provide DeAM, Inc. with maximum flexibility to
utilize Deutsche Asset Management's global organization. The proposed new
advisory agreements described in the proxy statement will contain substantially
similar provisions and do not differ in terms of services to be provided or
fees to be paid therefor from the current advisory agreements pursuant to which
services are provided to the Funds, except for the dates of execution,
effectiveness and initial term, and except that, under the new advisory
agreements, DeAM, Inc. would be authorized, to the extent permissible by law
and subject to further approval by the Board of Trustees, to appoint certain
affiliates as sub-advisors. Currently, under limited circumstances, an advisor
may delegate duties to a sub-advisor without obtaining shareholder approval at
the time such delegation is made. In addition, the new advisory agreements will
not contain a provision under which DeAM, Inc. could seek indemnification from
the Trust.

In determining to recommend that the shareholders approve the new advisory
agreements, the Board of the Trust considered, among other factors, the
potential benefits to the Funds of providing DeAM, Inc. more flexibility in
structuring portfolio management services for each Fund. In addition, the Board
considered that DeAM, Inc. will be able to take advantage of the strengths of
other entities within the Deutsche Asset Management organization by permitting
DeAM, Inc. to delegate certain portfolio management services to such entities.

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Q&A continued

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Q Will the investment advisory fees remain the same?

A Yes. The investment advisory fee rate proposed to be charged to the Funds
under the new advisory agreements is the same as the investment advisory fee
rate charged under the current advisory agreements.

III. GENERAL QUESTIONS

Q What are the Board's recommendations?

A The Board recommends that all shareholders vote "FOR" the nominees for the
Board and "FOR" the approval of the new advisory agreements.

Q Will my fund pay for the proxy solicitation and legal costs associated with
this solicitation?

A No, DeAM, Inc. will bear these costs.

Q How can I vote?

A You can vote:

[_] By mail, with the enclosed proxy card; or
[_] In person at the special meeting.

Electronic voting may be offered for your fund. See your proxy ballot for more
information. If it is available, we encourage you to vote over the internet or
by telephone, using the voting control number that appears on your proxy card.
Whichever method you choose, please take the time to read the full text of the
proxy statement before you vote.

Q I plan to vote by mail. How should I sign my proxy card?

A Please see the instructions at the end of the Notice of Special Meeting of
Shareholders, which is attached.

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Q&A continued

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Q I plan to vote by telephone. How does telephone voting work?

A To vote by telephone, please read and follow the instructions on your
enclosed proxy card(s).

Q I plan to vote through the internet. How does internet voting work?

A To vote through the internet, please read and follow the instructions on your
enclosed proxy card(s).

Q Why am I receiving proxy information on funds that I do not own?

A Since shareholders of all of the Trust's series are being asked to approve
certain of the same proposals, most of the information that must be included in
a proxy statement for your fund needs to be included in a proxy statement for
the other funds as well. Therefore, in order to save money and to promote
efficiency, one proxy statement has been prepared for the Trust's series.

Q Whom should I call with questions?

A Please call Georgeson Shareholder Communications, Inc. at 1-866-524-6828 with
any additional questions about the proxy statement or the procedures to be
followed to execute and deliver a proxy.

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DEUTSCHE ASSET MANAGEMENT VIT FUNDS

Equity 500 Index Fund
EAFE(R) Equity Index Fund
Small Cap Index Fund

One South Street
Baltimore, Maryland 21202

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held July 30, 2002

A special meeting of shareholders of Deutsche Asset Management VIT Funds
(the "Trust") will be held at the offices of Deutsche Asset Management, One
South Street, 30th Floor, Baltimore, Maryland 21202 on July 30, 2002 at 12:30
p.m. (Eastern time) (the "Special Meeting"). The Trust is an open-end
management investment company, organized under the laws of the Commonwealth of
Massachusetts. The Trust is comprised of the above three series (each, a
"Fund," and collectively, the "Funds") and several other funds which are not
operational and, therefore, are not addressed in the accompanying Joint Proxy
Statement.

The Special Meeting is being held to consider and vote on the following
matters for each Fund, as indicated below and more fully described under the
corresponding Proposals in the Proxy Statement, and such other matters as may
properly come before the Special Meeting or any adjournments thereof:

PROPOSAL I: To elect eleven Trustees of the Trust to hold office until their
respective successors have been duly elected and qualified or until
their earlier resignation or removal, whose terms will be effective on
the date of the Special Meeting or, in the event of an adjournment or
adjournments of the Special Meeting, such later date as shareholder
approval is obtained.
PROPOSAL II: To approve a new investment advisory agreement (each, a "New
Advisory Agreement" and collectively, the "New Advisory
Agreements") between each Fund and Deutsche Asset Management,
Inc. ("DeAM, Inc.").

The appointed proxies will vote in their discretion on any other business as
may properly come before the Special Meeting or any adjournment thereof. Shares
of the Funds ("Shares") have been purchased at your direction by your insurance
company (the "Insurance Company") through one or more of its separate accounts
to fund benefits payable under your variable annuity contract or variable life
insurance policy (each, a "variable contract"). Your Insurance Company, as the
legal owner of the Shares, has been asked to approve the Proposals. You, as an
owner of a variable contract with benefits based on the performance of one or
more Funds ("Contract Owner"), are being asked by your Insurance Company for
instructions as to how to vote the shares of the Funds that are attributable to
your variable contract. The separate accounts will vote all their Shares in the
same proportion as the voting instructions actually received from Contract
Owners. The enclosed proxy card will serve as the voting instruction form (the
"proxy") by which the Contract Owner instructs the voting of the Shares
attributable to his or her variable contract.

The New Advisory Agreements described in Proposal II will contain
substantially similar provisions and do not differ in substance from the
current advisory agreements pursuant to which services are provided to the
Funds, except for the dates of execution, effectiveness and initial term, and
except that, under the New Advisory Agreements, DeAM, Inc. would be authorized,
to the extent permissible by law and subject to further approval by the Board
of Trustees of the Trust, to appoint certain affiliates as sub-advisors. In
addition, the New Advisory Agreements will not contain a provision under which
DeAM, Inc. could seek indemnification from the Trust.

The close of business on May 20, 2002 has been fixed as the record date for
the determination of the shareholders of each Fund entitled to notice of, and
to vote at, the Special Meeting. Contract Owners of record on May 20, 2002 have
the right to instruct their Insurance Companies how to vote the Shares that are
attributable to their variable contracts. You are cordially invited to attend
the Special Meeting.

The Board of Trustees of the Trust unanimously recommends that shareholders
vote FOR the election of each nominee to the Board of Trustees of the Trust and
FOR the Proposal II.

This notice and related proxy material are first being mailed to
shareholders of the Funds on or about June 13, 2002. This proxy is being
solicited on behalf of the Board of Trustees of the Trust.

By Order of the Board of Trustees

/s/ Daniel O. Hirsch
Daniel O. Hirsch,
Secretary

New York, New York
June 10, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
DATE AND SIGN EACH ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES (UNLESS
YOU ARE VOTING, IF AVAILABLE,BY TELEPHONE OR THROUGH THE INTERNET). NO
POSTAGE NEED BE AFFIXED IF THE PROXY CARD
IS MAILED IN THE UNITED STATES.

IF YOU HAVE ANY QUESTIONS CONCERNING THE PROXY STATEMENT OR THE PROCEDURES
TO BE FOLLOWED TO EXECUTE AND DELIVER A PROXY, PLEASE CONTACT GEORGESON
SHAREHOLDER COMMUNICATIONS, INC. AT 1-866-524-6828.

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on each enclosed proxy card, sign
and date the card(s) and return it or them in the envelope provided. If you
sign, date and return the proxy card(s) but give no voting instructions, your
shares will be voted "FOR" the nominees for Trustee named in the attached
Proxy Statement; "FOR" the approval of a new investment advisory agreement
with Deutsche Asset Management, Inc.; and, in the discretion of the persons
appointed as proxies, either "FOR" or "AGAINST" any other business that may
properly arise at the special meeting or any adjournments thereof. In order to
avoid the additional expense of further solicitation, we ask your cooperation
in mailing your proxy card(s) promptly. As an alternative to using the paper
proxy card to vote, you may vote shares that are registered in your name, via
the internet or telephone in accordance with the instructions that appear on
your proxy card(s). Electronic voting may be offered for your Fund. See your
proxy ballot for more information.

If we do not receive your completed proxy card(s), our proxy solicitor,
Georgeson Shareholder Communications, Inc., may contact you. Our proxy
solicitor will remind you to vote your shares or will record your vote over
the phone if you choose to vote in that manner.

INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Trust and the Funds involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:

Registration Valid Signature
------------ ---------------

Corporate Accounts
(1) ABC Corp. ABC Corp.
John Doe, Treasurer
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee

Partnership Accounts
(1) The XYZ Partnership Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership Jane B. Smith, General
Partner
Trust Accounts
(1) ABC Trust Account Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe

Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith Jr.
UGMA/UTMA John B. Smith
(2) Estate of John B. Smith John B. Smith, Jr., Executor

Deutsche Asset Management VIT Funds

Equity 500 Index Fund
EAFE(R) Equity Index Fund
Small Cap Index Fund

One South Street
Baltimore, Maryland 21202

PROXY STATEMENT FOR THE SPECIAL MEETING OF SHAREHOLDERS

July 30, 2002

This joint proxy statement ("Proxy Statement") is being furnished in
connection with the solicitation of proxies by the Board of Trustees of
Deutsche Asset Management VIT Funds (the "Trust") with respect to the above
three series (each, a "Fund" and collectively, the "Funds"). The proxies sought
are to be used at the special meeting of the Trust to be held at the offices of
Deutsche Asset Management, One South Street, 30th Floor, Baltimore, Maryland
21202 on July 30, 2002 at 12:30 p.m. (Eastern time) and at any adjournments
thereof (the "Special Meeting"). This Proxy Statement and accompanying proxy
card(s) are expected to be mailed to shareholders on or about June 13, 2002.

For simplicity, actions are described in this Proxy Statement as being taken
by a Fund, which is a series of the Trust, although all actions are actually
taken by the Trust on behalf of the Fund.

Each of the Funds is comprised of two classes of shares, each with its own
expense structure. However, since the proposals presented in this Proxy
Statement uniformly affect each class, shareholders of each class may vote on
all the proposals, and each vote regardless of its class has equal weight.

The Special Meeting is being held to consider and vote on the following
matters for each Fund, as indicated below and described more fully under the
corresponding Proposals discussed herein, and such other matters as may
properly come before the meeting or any adjournments thereof:

PROPOSAL II: To approve a new investment advisory agreement (each, a
"New Advisory Agreement" and collectively, the "New
Advisory Agreements") between each Fund and Deutsche Asset
Management, Inc. ("DeAM, Inc.").

The appointed proxies will vote on any other business as may properly come
before the Special Meeting or any adjournment thereof. The Contract Owners
shall instruct the Insurance Companies how to vote the shares held by the
separate accounts in which the Contract Owners have an interest. The Insurance
Companies, then, will vote all of the Funds' shares in accordance with
instructions received from the Contract Owners. The Insurance Companies intend
to vote all shares for which no timely instructions are received in proportion
to the instructions that are received from the other Contract Owners. Proxy
cards that are properly executed and returned but that have no voting
designation with respect to the Proposals will be voted "FOR" the Proposal.
Each full share is entitled to one vote, and any fractional share is entitled
to a fractional vote. Only Fund shareholders as of the Record Date (as defined
below) will be entitled to notice of and to vote at the Special Meeting. The
number of votes for which a Contract Owner is entitled to provide voting
instructions is set forth on the enclosed proxy card(s).

The Funds' shareholders are to consider the approval of a New Advisory
Agreement between DeAM, Inc., the current investment advisor for the Funds, and
each Fund.

The shareholders of the Trust are also to consider the election of Richard
R. Burt, S. Leland Dill, Martin J. Gruber, Richard T. Hale, Joseph R. Hardiman,
Richard J. Herring, Graham E. Jones, Rebecca W. Rimel, Philip Saunders, Jr.,
William N. Searcy and Robert H. Wadsworth (the "Trustee Nominees") as Trustees
of the Trust. Mr. Hale is currently an "interested person" (an "Interested
Trustee"), as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), of the Trust and if elected, will be the Chairman of the Board of
the Trust. Messrs. Burt, Dill, Hardiman, Jones, Searcy and Wadsworth, Ms. Rimel
and Drs. Gruber, Herring and Saunders currently serve as Trustees of various
other investment companies within the Deutsche Asset Management family of funds.

VOTING INFORMATION

Notice of the Special Meeting and a Proxy accompany this Proxy Statement. In
addition to solicitations made by mail, solicitations may also be made by
telephone, telegraph, through the internet or in person by officers or
employees of the Funds and certain financial services firms and their
representatives, who will receive no extra compensation for their services. All
costs of solicitation, including (a) printing and mailing of this Proxy
Statement and accompanying material, (b) the reimbursement of brokerage firms
and others for their expenses in forwarding solicitation material to the
beneficial owners of the Funds' shares, (c) payment to Georgeson Shareholder
Communications, Inc., a proxy solicitation firm, for its services in soliciting
Proxies and (d) supplementary solicitations to submit Proxies, will be borne by
DeAM, Inc. DeAM, Inc. has engaged Georgeson Shareholder Communications, Inc. at
an estimated total cost of $177,600. However, the exact cost will depend on the
amount and types of services rendered. If the Funds record votes by telephone
or through the internet, they will use procedures designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of
their shares in accordance with their instructions, and to confirm that their
instructions have been properly recorded. Proxies voted by telephone or through
the internet may be revoked at any time before they are voted in the same
manner that Proxies voted by mail may be revoked.

The most recent Annual Report of each Fund containing audited financial
statements for the fiscal year ended December 31, 2001 as well as the most
recent Semi-Annual Report succeeding the Annual Report, if any, of each Fund
(each, a "Report"), have previously been furnished to the Funds' respective
shareholders. An additional copy of each Report will be furnished without
charge upon request by writing to the Trust at the address set forth on the
cover of this Proxy Statement or by calling 1-800-730-1313.

If the enclosed Proxy is properly executed and returned in time to be voted
at the Special Meeting, the shares represented thereby will be voted in
accordance with the instructions marked on the Proxy. Shares of a Fund are
entitled to one vote each at the Special Meeting and fractional shares are
entitled to proportionate shares of one vote. If no instructions are marked on
the Proxy with respect to a specific Proposal, the Proxy will be voted "FOR"
the approval of such Proposal and in accordance with the judgment of the
persons appointed as proxies with respect to any other matter that may properly
come before the Special Meeting. Any shareholder giving a Proxy has the right
to attend the Special Meeting to vote his/her shares in person (thereby
revoking any prior Proxy) and also the right to revoke the Proxy at any time
prior to its exercise by executing a superceding Proxy or by submitting a
written notice of revocation to the Trust's secretary (the "Secretary"). To be
effective, such revocation must be received by the Secretary prior to the
Special Meeting. Merely attending the Special Meeting without voting will not
revoke a prior Proxy.

In the event that a quorum is not present at the Special Meeting, or if a
quorum is present but sufficient votes to approve a Proposal are not received,
the persons named as proxies may propose one or more adjournments of the
Special Meeting to permit further solicitation of Proxies with respect to the
Proposal. In determining whether to adjourn the Special Meeting, the following
factors may be considered: the nature of the proposals that are the subject of
the Special Meeting, the percentage of votes actually cast, the percentage of
negative votes actually cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a majority
of those shares represented at the Special Meeting in person or by Proxy. The
persons named as proxies will vote those Proxies that they are entitled to vote
"FOR" any Proposal in favor of an adjournment and will vote those Proxies
required to be voted "AGAINST" any such Proposal against any adjournment. A
shareholder vote may be taken on one of the Proposals in the Proxy Statement
prior to any adjournment if sufficient votes have been received and it is
otherwise appropriate. A quorum of shareholders is constituted by the presence
in person or by proxy of the holders of, for the Trust, a majority of the
outstanding shares of the Trust entitled to vote at the Special Meeting.

Shareholders of record at the close of business on May 20, 2002 (the "Record
Date") are entitled to notice of, and to vote at, the Special Meeting. Contract
Owners of record on May 20, 2002 have the right to instruct their Insurance
Companies how to vote the Shares that are attributable to their variable
contracts. The number of shares of each class of each Fund that were issued and
outstanding as of the Record Date are set forth in Exhibit A to this Proxy
Statement.

This Proxy Statement is being used in order to reduce the preparation,
printing, handling and postage expenses that would result from the use of a
separate statement for each Fund and, because shareholders may own shares of
more than one Fund, the combined statement may avoid burdening shareholders
with more than one Proxy

Statement. To the extent information relating to common ownership is available
to the Funds, a contract owner with an interest in two or more of the Funds
will receive a package containing a Proxy Statement and Proxies for the Funds
in which such person has an interest. If the information relating to common
ownership is not available to the Funds, a contract owner with an interest in
two or more Funds may receive two or more packages each containing a Proxy
Statement and a Proxy for each Fund. It is essential that shareholders
complete, date, sign and return each enclosed Proxy.

In order that your shares may be represented, you are requested to:

. indicate your instructions on the Proxy (or Proxies);
. date and sign the Proxy (or Proxies); and
. mail the Proxy (or Proxies) promptly in the enclosed envelope.

Electronic voting may be offered for your Fund. See your proxy ballot for
more information.

Ownership of Shares of the Funds

Exhibit B to this Proxy Statement sets forth information as of the Record
Date regarding the ownership of the Funds' shares by the only persons known by
each Fund to own more than five percent of the outstanding shares of the Fund.
The type of ownership of each person listed in Exhibit B is record ownership.
Because all shares of the Funds are owned of record by variable contracts as of
the Record Date, the Trustees and executive officers of the Trust own none of
each Fund's outstanding shares.

PROPOSAL I

ELECTION OF NOMINEES TO THE BOARD OF TRUSTEES OF THE TRUST

It is proposed that eleven Trustee Nominees are to be elected to comprise
the entire Board of Trustees of the Trust at the Special Meeting to serve until
their successors have been duly elected and qualified or until their earlier
resignation or removal. The Trustee Nominees who are not "interested persons"
(as defined in the 1940 Act) of the Trust or DeAM, Inc. (the "Independent
Trustees") were recently selected by a Nominating Committee of the Board
comprised entirely of the Independent Trustees of the Board and nominated by
the full Board at a meeting held on April 11, 2002. If elected, the terms of
the eleven Trustee Nominees will begin on the date of the Special Meeting or,
in the event of an adjournment or adjournments of the Special Meeting, such
later date as shareholder approval is obtained, upon their respective
acceptances of their election in writing (the "Effective Date"); until that
time, the current Board members will continue their terms. It is anticipated
that Messrs. Robert R. Coby, Desmond G. Fitzgerald, James S. Pasman, Jr.,
Edward C. Schmults, William Small and Werner Warbrol, each a current member of
the Board of Trustees, will no longer serve effective the Effective Date if
Proposal I is approved by the shareholders of the Trust. It is also anticipated
that Richard T. Hale will become Chairman of the Board of the Trust if Proposal
I is approved by the shareholders of the Trust. The names and ages of the
Trustee Nominees, their principal occupations during the past five years and
certain of their other affiliations are provided below. No Independent Trustee
Nominee of the Trust will serve as an officer of the Trust. Each of the Trustee
Nominees has agreed to serve if elected at the Special Meeting. It is the
intention of the persons designated as proxies in the Proxy, unless otherwise
directed therein, to vote at the Special Meeting for the election of the
Trustee Nominees named below. If any Trustee Nominee is unable or unavailable
to serve, the persons named in the Proxies will vote the Proxies for such other
(persons) as the Board of Trustees may recommend.

The nomination of these persons to serve as the Board of Trustees of the
Trust reflects an overall plan to coordinate and enhance the efficiency of the
governance of the Trust and of certain other investment companies that are
managed, advised, sub-advised or administered by DeAM, Inc. (along with certain
other investment management companies managed, advised or administered by
Investment Company Capital Corporation ("ICCC")) (the "DeAM Funds"). ICCC is
also an indirect wholly owned subsidiary of Deutsche Bank, A.G. ("Deutsche
Bank"). The proposal concerning the size and composition of the Board of
Trustees was suggested to the Board by DeAM and reviewed by the current
Independent Trustees of the Board. Each Independent Trustee Nominee already
serves as an independent board member for one or more other DeAM Funds and
understands the operations of the fund complex.

Deutsche Asset Management recommended, and the Board agreed, that the Trust
should be governed by a larger Board of Trustees composed of the same members
as are expected to govern certain other DeAM Funds. Presently, the Board
membership of the Trust and the board membership of the other DeAM Funds are
different. If shareholders elect each of the Trustee Nominees, the existing
Trustees will be replaced by the Trustee Nominees who have experience serving
on the boards of other DeAM Funds.

Although the election of the Trustee Nominees is not in any way conditioned
on similar action being taken by other funds, it is currently anticipated that
the boards of the other DeAM Funds will approve the expansions of their boards
and the appointment of new board members so that each of the DeAM Funds' boards
is ultimately identically comprised.

The following information is provided for each Trustee Nominee and executive
officer of the Trust as of the end of the most recently completed calendar
year. The first section of the table lists information for each Trustee Nominee
who is an Independent Trustee Nominee. Information for the Interested Trustee
Nominee follows. The Interested Trustee Nominee is considered to be an
interested person as defined by the 1940 Act because of his employment with
Deutsche Asset Management. Unless indicated, the mailing address for the
Trustee Nominees and the executive officers with respect to Trust operations is
One South Street, Baltimore, Maryland 21202.

INFORMATION CONCERNING TRUSTEE NOMINEES AND OFFICERS

Number of
Term of Portfolios in
Office/(1)/ and Fund
Position Length of Complex
with the Time Served Overseen by
Trust and on the Trustee
each Trust's Principal Occupation(s) or Nominee
Name and Birth Date Portfolio Board During Past 5 Years for Trustee/(2)/
------------------- --------- ------------- ---------------------------------- ---------------

Independent Trustee Nominees
Richard R. Burt Trustee N/A Chairman, IEP Advisors, Inc. (July 86
2/3/47 Nominee 1998 to present) and Chairman of
the Board, Weirton Steel
Corporation/(3)/ (April 1996 to
present). Formerly, Partner,
McKinsey & Company (consulting)
(1991-1994) and U.S. Chief
Negotiator in Strategic Arms
Reduction Talks (START) with
former Soviet Union and U.S.
Ambassador to the Federal Republic
of Germany (1985-1991).

Other Directorships Held by Trustee
Name and Birth Date or Nominee for Trustee
------------------- --------------------------------------

Independent Trustee Nominees
Richard R. Burt Member of the Board, Hollinger
2/3/47 International, Inc./(3)/ (publishing)
(1995 to present), HCL Technologies
Limited (information technology)
(April 1999 to present), UBS Mutual
Funds (formerly known as Brinson
and Mitchell Hutchins families of
funds) (registered investment
companies) (1995 to present) and
Member, Textron Corporation/(3)/
International Advisory Council (July
1996 to present). Member of the
Board, Homestake Mining/(3)/ (mining
and exploration) (1998 to February
2001), Archer Daniels Midland
Company/(3)/ (agribusiness operations)
(October 1996 to June 2001) and
Anchor Gaming (gaming software
and equipment) (March 1999 to
December 2001).

S. Leland Dill Trustee N/A Retired (since 1986); formerly 84
3/28/30 Nominee Partner, KPMG Peat Marwick (June
1956-June 1986); General Partner,
Pemco (investment company) (June
1979-June 1986).

Martin J. Gruber Trustee N/A Nomura Professor of Finance, 85
7/15/37 Nominee Leonard N. Stern School of
Business, New York University
(since 1964).

Other Directorships Held by
Name and Birth Date Trustee or Nominee for Trustee
------------------- -----------------------------------

S. Leland Dill Trustee, Phoenix Zweig Series Trust
3/28/30 (registered investment company)
(since September 1989); Trustee,
Phoenix Euclid Market Neutral
Fund (registered investment
company) (since May 1998);
Director, Vintners International
Company Inc. (June 1989-May
1992); Coutts (USA) International
(January 1992-March 2000); Coutts
Trust Holdings Ltd., and Coutts
Group (March 1991-March 1999).
Martin J. Gruber Member of the Board, CREF
7/15/37 (registered investment company)
(since 2000); S.G. Cowen Mutual
Funds (1985 to 2001); Japan Equity
Fund, Inc. (since 1992); Thai
Capital Fund, Inc. (registered
investment company) (since 2000);
and Singapore Fund, Inc.
(registered investment company)
(since 2000)

Joseph R. Hardiman Trustee N/A Private Equity Investor (1997 to 82
5/27/37 Nominee present); President and Chief
Executive Officer, The National
Association of Securities Dealers,
Inc. and The NASDAQ Stock
Market, Inc. (1987-1997); Chief
Operating Officer of Alex. Brown
& Sons Incorporated (now
Deutsche Banc Alex. Brown Inc.)
(1985-1987); General Partner,
Alex. Brown & Sons Incorporated
(now Deutsche Bank Securities,
Inc.) (1976-1985).

Richard J. Herring Trustee N/A Jacob Safra Professor of 84
2/18/46 Nominee International Banking and
Professor, Finance Department,
The Wharton School, University of
Pennsylvania (since 1972);
Director, Lauder Institute of
International Management Studies
(since 2000); Co-Director,
Wharton Financial Institutions
Center (since 2000); Vice Dean
and Director, Wharton
Undergraduate Division (1995-
2000); Vice Dean and Director,
Wharton Undergraduate Division
(1995-2000).

Other Directorships Held by
Name and Birth Date Trustee or Nominee for Trustee
------------------- ------------------------------------

Joseph R. Hardiman Director, Southview Technology
5/27/37 Group Inc. (investment banking)
(July 1998 to present), Corvis
Corporation/(3)/ (optical networking
equipment) (July 2000 to present),
Brown Investment Advisory & Trust
Company (investment advisor)
(February 2001 to present), The
Nevis Fund (registered investment
company) (July 1999 to present),
and ISI Family of Funds (registered
investment companies) (March
1998 to present). Formerly,
Director, Circon Corp./(3)/ (medical
instruments), (November 1998-
January 1999).
Richard J. Herring N/A
2/18/46

Graham E. Jones Trustee N/A Senior Vice President, BGK Realty, 84
1/31/33 Nominee Inc. (commercial real estate) (since
1995).

Rebecca W. Rimel Trustee N/A President and Chief Executive 84
4/10/51 Nominee Officer, The Pew Charitable Trusts
(charitable foundation) (1994 to
present) and Director and Executive
Vice President, The Glenmede Trust
Company (investment trust and
wealth management) (1994 to
present). Formerly, Executive
Director, The Pew Charitable Trusts
(1988-1994).
Philip Saunders, Jr. Trustee N/A Principal, Philip Saunders Associates 84
10/11/35 Nominee (Economic and Financial Consulting)
(since 1988); former Director,
Financial Industry Consulting, Wolf
& Company (1987-1988); President,
John Hancock Home Mortgage
Corporation (1984-1986); Senior
Vice President of Treasury and
Financial Services, John Hancock
Mutual Life Insurance Company, Inc.
(1982-1986).

Other Directorships Held by Trustee
Name and Birth Date or Nominee for Trustee//
------------------- ------------------------------------

Graham E. Jones Trustee, 8 open-end mutual funds
1/31/33 managed by Weiss, Peck & Greer
(since 1985); Trustee of 22 open-end
mutual funds managed by Sun
Capital Advisers, Inc. (since 1998).
Rebecca W. Rimel Formerly, Director, ISI Family of
4/10/51 Funds (registered investment
companies) (1997-1999).

Philip Saunders, Jr. N/A
10/11/35

William N. Searcy Trustee N/A Pension & Savings Trust Officer, 84
9/03/46 Nominee Sprint Corporation/(3)/
(telecommunications) (since 1989).
Robert H. Wadsworth Trustee N/A President, Robert H. Wadsworth 87
1/29/40 Nominee Associates, Inc. (consulting firm)
(1982 to present); President and
Director, Trust for Investment
Managers (registered investment
company) (1999 to present).
Formerly President, Investment
Company Administration, L.L.C.
(1992*-July 2001); President,
Treasurer and Director, First Fund
Distributors, Inc. (1990-January
2002); Vice President, Professionally
Managed Portfolios (1999-2002) and
Advisors Series Trust (1997-2002)
(registered investment companies)
and President, Guinness Flight
Investment Funds, Inc. (registered
investment companies).
*Inception date of the corporation
which was the predecessor to the
LLC.

Other Directorships Held by Trustee
Name and Birth Date or Nominee for Trustee
------------------- -----------------------------------

William N. Searcy Trustee of 22 open-end mutual funds
9/03/46 managed by Sun Capital Advisers,
Inc. (since 1998).
Robert H. Wadsworth N/A
1/29/40

Interested Trustee Nominee
Richard T. Hale/(4)/ Chairman N/A Managing Director, Deutsche Bank 84
7/17/45 and Securities, Inc. (formerly Deutsche
Trustee Banc Alex. Brown Inc.) and
Nominee Deutsche Asset Management (1999
to present); Director and President,
Investment Company Capital Corp.
(registered investment advisor) (1996
to present); Vice President, Deutsche
Asset Management, Inc. (2000 to
present). Chartered Financial
Analyst.

Other Directorships Held by
Name and Birth Date Trustee or Nominee for Trustee
------------------- ----------------------------------

Interested Trustee Nominee
Richard T. Hale/(4)/ Director, Deutsche Global Funds,
7/17/45 Ltd. (2000 to present); Director,
CABEI Fund (2000 to present) and
North American Income Fund (2000
to present) (registered investment
companies); Formerly, Director,
ISI Family of Funds (registered
investment companies) (1992-1999).

Number of
Term of Portfolios in
Office/(1)/ and Fund
Position Length of Complex
with the Time Overseen by
Trust and Served on Trustee
Name and each the Trust's Principal Occupation(s) or Nominee
Birth Date Portfolio Board During Past 5 Years for Trustee/(2)/
---------- ---------- ------------- ---------------------------------- ---------------

Officers
Richard T. Hale President Since See information provided under
2000 Interested Trustee Nominee.
Daniel O. Hirsch Vice Since Managing Director, Deutsche Asset N/A
3/27/54 President/ 2000 Management (since April 2002) and
Secretary Director, Deutsche Global Funds,
Ltd. (since 2002). Formerly,
Director, Deutsche Asset
Management (1999-2002);
Principal, BT Alex. Brown
Incorporated (now Deutsche Banc
Alex. Brown Inc.) (1998-1999);
Assistant General Counsel, United
States Securities and Exchange
Commission (1993-1998).
Andrew McNally Treasurer Since Director of Fund Accounting & N/A
12/21/70 2000 Administration for PFPC Inc., a
3200 Horizon Dr. subsidiary of PNC Bank (since July
King of Prussia, PA 2000); Manager of Fund
19406 Accounting, PFPC (1997-1999);
Accountant, PFPC (1993-1997).

Name and Other Directorships Held by
Birth Date Trustee or Nominee for Trustee//
---------- -------------------------------

Officers
Richard T. Hale

Daniel O. Hirsch N/A
3/27/54

Andrew McNally N/A
12/21/70
3200 Horizon Dr.
King of Prussia, PA
19406

- --------
/(1)/ Each Trustee and Officer serve until his or her respective successor has
been duly elected and qualified.
/(2)/ As of March 31, 2002, the total number of funds in the Deutsche Asset
Management Fund Complex (the "Fund Complex") is 89.
/(3)/ A publicly held company with securities registered pursuant to Section 12
of the Securities Exchange Act of 1934.
/(4)/ Mr. Hale is a trustee who is an "interested person" within the meaning of
Section 2(a)(19) of the 1940 Act. Mr. Hale is Vice President of DeAM,
Inc. and a Managing Director of Deutsche Asset Management, the US asset
management unit of Deutsche Bank and its affiliates.

As reported to the Trust, Exhibit C to this Proxy Statement sets forth
ownership by the Trustee Nominees and their immediate family members of certain
securities as of May 31, 2002.

The Board has established an Audit Committee, a Nominating Committee and a
Valuation Committee. The Audit Committee and the Nominating Committee of the
Board are each composed of the current Independent Trustees of the Board. In
accordance with its written charter adopted by the Board of Trustees, the Audit
Committee assists the Board in fulfilling its responsibility for oversight of
the quality and integrity of the accounting, auditing and financial reporting
practices of the Funds. It also makes recommendations to the Board as to the
selection of the independent public accountants, reviews the methods, scope and
result of the audits and audit fees charged, and reviews the Funds' internal
accounting procedures and controls. The Audit Committee also considers the
scope and amount of non-audit services provided to each Fund, its investment
advisor and affiliates by the independent public accountants. The Nominating
Committee is charged with the duty of making all nominations for Independent
Trustees to the Board of Trustees. The Funds have not contemplated accepting
nominations from shareholders. The Valuation Committee considers and acts upon
all questions relating to valuation of the securities in each Fund which may
arise between meetings of the Board. The Board does not have compensation
committees. During each Fund's most recent fiscal year, the Board held four
meetings and the Audit Committee of the Board held two meetings. The Nominating
Committee and the Valuation Committee did not meet during each Fund's most
recent fiscal year. No Trustee attended less than 75% of the applicable
meetings. If the Nominees are elected to the Board, the Board will consider
whether other committees should be organized after it has reviewed the needs of
the Funds.

Mr. Hale, if elected, will not be a member of the Audit Committee or the
Nominating Committee.

Recommendation of the Board of Trustees

The Board of Trustees believes that coordinated governance through a unified
board structure will benefit the Trust and the Funds.

In its deliberations, the Board of Trustees considered various matters
related to the management and long-term welfare of the Trust and the Funds. The
Board considered, among other factors, that coordinated governance within the
Fund Complex will reduce the possibility that the separate boards might arrive
at conflicting or inconsistent decisions regarding the policies, strategies,
operations and management of the Trust, the Funds and the other DeAM Funds, and
that this will help avoid costs, confusion and complexity resulting from
different or conflicting decisions. The Board also considered that operating
with a unified group board eliminates the potential for these types of
conflicts while preserving the insights and experience that can be contributed
by individual members. In addition, the Board considered that a unified group
board would also allow management to reduce the total number of board meetings
it is required to attend and at which it would make repetitive presentations
each year across the Fund Complex which can be expected to make the governance
process more efficient. Deutsche Asset Management expends a significant amount
of time and effort preparing and coordinating materials and presentations for
board meetings. In many instances, presentations need to be made more than once
on identical or similar issues. Adopting a unified group board structure would
enable management and the Board to use time more efficiently. There may also be
cost savings to the Trust and the Funds because Trustees will serve an
increased number of investment companies.

The Board also considered that a unified group board structure benefits the
Trust and the Funds by creating an experienced group of Board members who
understand the operations of each Fund and the Fund Complex and are exposed to
the wide variety of issues that arise from overseeing different types of funds.

The Board gave considerable weight to its expectation that the Trust and the
Funds will benefit from the diversity and experience of the Trustee Nominees
that would be included in the expanded Board and from the experience that each
Trustee Nominee will gain by serving on the boards of a diverse group of funds.
The Board also considered, in light of the following transaction, the
importance of greater breadth and depth of expertise on the Board. On April 5,
2002, Deutsche Bank acquired 100% of U.S.-based asset manager Zurich Scudder
Investments ("Scudder") (the "Transaction"). The combined organization is the
fourth largest asset manager in the world, with approximately $900 billion in
assets under management. The Transaction is anticipated to provide greater
breadth and geographic reach to the asset management services presently
provided by the asset management entities of Deutsche Bank by making available
additional investment expertise more effectively leveraged globally through a
stronger investment platform in which research is fundamentally integrated with
portfolio management. Because of the increased size and scope of Deutsche Asset
Management after the Transaction, Deutsche Asset Management will seek to
attract and retain talented people by providing a challenging work environment,
competitive compensation and reward systems and professional development
opportunities. Management intends to build a culture of teamwork, commitment,
performance and mutual respect.

The Trustee Nominees have had distinguished careers in accounting, finance,
marketing and other areas and will bring a wide range of expertise to the
Board. Ten of the eleven nominees, if elected, would be Independent Trustees.
Independent Trustees are charged with special responsibilities to provide an
independent check on management and to approve advisory, distribution and
similar agreements between the Trust and management.

In addition, the Board considered certain other advantages of enlarging the
Board. These included that enlarging the Board will afford an increased range
of experience among Board members and makes it more likely that the Board will
be able to ensure appropriate continuity over the years as incumbent members
reach mandatory retirement age or otherwise retire and that, should the Board
determine to revise their structures through increased establishment of
committees, an enlarged Board will provide an increased choice of potential
members of such committees. As part of their deliberations, the Board also
recognized that increased numbers of Board members could result in less
collegial meetings and longer discussions. On balance, the Board concluded that
these possible detriments of size were outweighed by the benefits anticipated
from the unified and enlarged Board.

Therefore, after careful consideration, the Board, including the Independent
Trustees of the Board, recommends that the respective shareholders of the Funds
vote "FOR" the election of the Trustee Nominees as set forth in this Proposal.

If the Trustee Nominees are elected by the shareholders, each Trustee
Nominee will serve, effective the Effective Date, until his or her successor is
duly elected and qualified or until his or her earlier resignation or removal.
If the Trustee Nominees are not elected, the Board will consider what action is
appropriate based upon the interests of the Trust's shareholders.

PROPOSAL II

APPROVAL OF NEW ADVISORY AGREEMENTS

The New Advisory Agreements will contain substantially similar provisions
and do not differ in substance from the Current Advisory Agreements pursuant to
which services are provided to the Funds except for the dates of execution,
effectiveness and initial term and except that, under the New Advisory
Agreements, DeAM, Inc. would be authorized, to the extent permissible by law
and subject to further approval by the Board of Trustees, to appoint certain
affiliates as sub-advisors. In addition, the New Advisory Agreements will not
contain a provision under which DeAM, Inc. could seek indemnification from the
Trust. See "Differences Between the Current and New Advisory Agreements."

The Advisory Agreements

The Current Advisory Agreements. DeAM, Inc. serves as investment advisor to
each of the Funds pursuant to the terms of an investment advisory agreement
(the "Current Advisory Agreements"). The Current Advisory Agreements were
initially approved by the Board of the Trust, including a majority of the
Independent Trustees.

Exhibit D to this Proxy Statement lists: (i) the date of each Current
Advisory Agreement and (ii) the most recent date on which each Current Advisory
Agreement was approved by the Fund's Trustees, including a majority of the
Independent Trustees of the Fund, and the Fund's shareholders.

The New Advisory Agreements. The form of the New Advisory Agreement is
attached to this Proxy Statement as Exhibit E. A description of the New
Advisory Agreements is set forth below and is qualified in its entirety by
reference to Exhibit E. If shareholders approve the New Advisory Agreements,
each of the agreements will remain in effect for an initial term of two years
from its effective date, and may be renewed annually thereafter only if
specifically approved at least annually by the vote of "a majority of the
outstanding voting securities" (as defined in the 1940 Act; see "Vote Required"
below) of each Fund, or by the Board of Trustees and, in either event, the vote
of a majority of the Independent Trustees, cast in person at a meeting called
for such purpose. The terms and conditions -- including the services to be
provided and the fees to be paid therefor -- of the New Advisory Agreements
contain substantially similar provisions and do not differ in substance from
the Current Advisory Agreements except for the dates of execution,
effectiveness and initial term and except that, under the New Advisory
Agreements, DeAM, Inc. would be authorized, to the extent permissible by law
and subject to further approval by the Board of Trustees to appoint certain
affiliates as sub-advisors. In addition, the New Advisory Agreements will not
contain a provision under which DeAM, Inc. could seek indemnification from the
Trust.

Differences Between the Current and New Advisory Agreements. As stated
above, the terms of the New Advisory Agreement for each Fund contain
substantially similar provisions and do not differ in substance from the
corresponding Current Advisory Agreement, except that, to the extent
permissible by law and subject to further Board approval, DeAM, Inc. would be
authorized under each New Advisory Agreement to appoint certain of its
affiliates as sub-advisors to perform certain of DeAM, Inc.'s duties. In such
cases, DeAM, Inc. would also be authorized to adjust the duties, the amount of
assets to be managed and the fees paid by DeAM, Inc. to any such affiliated sub-

advisors. These affiliated sub-advisors must be entities that DeAM, Inc.
controls, is controlled by, or is under common control with, and any such
appointments are subject to the further approval of the Independent Trustees
and the full Board of the Trust. Shareholders of a Fund that are affected by
any adjustment would receive appropriate disclosure of any such change in a
timely fashion following approval by the Independent Trustees. The advisory fee
rates paid by the Funds would not increase as a result of any such action; all
fees paid to a sub-advisor will continue to be the responsibility of DeAM, Inc.
DeAM, Inc. will retain full responsibility for the actions of any such
sub-advisor.

Unlike the Current Advisory Agreements, the New Advisory Agreements make
explicit that DeAM, Inc. would be permitted to delegate certain advisory duties
to an affiliated sub-advisor. Currently, under limited circumstances, an
advisor may delegate duties to a sub-advisor without obtaining shareholder
approval at the time such delegation is made. Such circumstances include (a)
under Rule 2a-6 of the 1940 Act, where a proposed sub-advisor is under common
control with the advisor, and the same persons involved in the management of
the assets are employed at both the advisor and the sub-advisor; and (b)
pursuant to certain interpretations of the staff of the Commission, where
investment responsibility is delegated by the advisor to other entities, or
employees of such entities, that are wholly owned subsidiaries of the advisor's
parent company. The New Advisory Agreements would also permit DeAM, Inc. to
appoint certain affiliates as sub-advisors, i.e., entities that DeAM, Inc.
controls, is controlled by, or is under common control with, under
circumstances not currently contemplated by Rule 2a-6 or the aforementioned
staff interpretations. However, DeAM, Inc. will not delegate to a sub-advisor
unless such delegation is then consistent with any amendments to the 1940 Act
or the rules and regulations thereunder or interpretations thereof.

Deutsche Asset Management anticipates that it will seek to utilize the
talents of its employees throughout the world and without regard to the
specific subsidiary of Deutsche Bank that employs such persons. Accordingly,
DeAM, Inc. believes that shareholders could benefit from an authorization
permitting DeAM, Inc. to delegate such functions to affiliated advisory
organizations.

In addition, the New Advisory Agreements will differ from the Current
Advisory Agreements in that there will not be an indemnification provision in
the New Advisory Agreements under which DeAM, Inc. could seek indemnification
from the Trust. With the acquisition of Scudder, DeAM, Inc. has become a
substantially larger manager of investment company assets. It believes that, at
least for purposes of the indemnification provision, it is desirable for all
the investment companies under its management to have substantially similar
investment advisory contracts. The funds historically managed by Scudder have
recently approved new advisory agreements which are substantially similar to
the proposed New Advisory Agreements, except that these newly approved
agreements did not and do not provide for indemnification for the investment
advisor. Accordingly, DeAM, Inc. informed the Board of the Funds that it would
not seek such provision in the New Advisory Agreements. DeAM, Inc. assured the
Board that the nature and quality of management historically rendered by it
would be unchanged notwithstanding the deletion of the indemnification
provision.

Under the terms of the New Advisory Agreements, DeAM, Inc. agrees to provide
the Funds with investment advisory services, including the investment and
reinvestment of the cash, securities or other properties comprising a Fund's
assets. Subject to the supervision and control of the Board of Trustees, DeAM,
Inc. agrees, in carrying out its

obligations, to conform to (a) all applicable provisions of the 1940 Act and
any rules and regulations adopted thereunder, (b) the provisions of the Funds'
registration statements, (c) the provisions of the Trust's Declaration of
Trust, and (d) any other applicable provisions of state and federal law.

Under the terms of the New Advisory Agreements, DeAM, Inc. agrees to (a)
seek to replicate as closely as possible the performance of the benchmark
index, before the deduction of Fund expenses; (b) supervise and manage all
aspects of a Fund's operations, except for distribution services; (c) formulate
and implement continuing programs for the purchases and sales of securities,
consistent with the investment objective and policies of the Fund; (d) provide
the Trust with, or obtain for it, adequate office space and all necessary
office equipment and services for the Trust's principal office;(e) obtain and
evaluate pertinent information about significant developments and certain other
information, whether affecting the economy generally or a particular Fund; (f)
for each Fund, determine which issuers and securities will be represented in
the portfolio and regularly report thereon to the Trust's Board of Trustees;
and (g) take all actions necessary to carry into effect a Fund's purchase and
sale programs.

The investment advisory fee rate proposed to be charged to the Funds under
the New Advisory Agreements is the same as the investment advisory fee rate
charged under the Current Advisory Agreements.

The advisory fee rate paid to DeAM, Inc. under the Current Advisory
Agreements and the advisory fee paid by the applicable Fund for the most recent
fiscal year is set forth in Exhibit F to this Proxy Statement.

Generally. If approved, the New Advisory Agreements, as applicable, will
each remain in effect for an initial term of two years (unless sooner
terminated), and shall remain in effect from year to year thereafter if
approved annually (1) by the Board of Trustees or by the holders of a majority
of the Fund's outstanding voting securities and (2) by a majority of the
Independent Trustees who are not parties to such contract or agreement. Like
the Current Advisory Agreements, the New Advisory Agreements will terminate
upon assignment by any party and are terminable, without penalty, on 60 days'
written notice by the Board of Trustees or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund or upon
90 days' written notice by DeAM, Inc.

The services of DeAM, Inc. are not deemed to be exclusive and nothing in the
Current Advisory Agreements or the New Advisory Agreements prevents it or its
affiliates from providing similar services to other investment companies and
other clients (whether or not their investment objectives and policies are
similar to those of the Funds) or from engaging in other activities. In
addition, DeAM, Inc. is obligated to pay expenses associated with providing the
services contemplated by the New Advisory Agreements. The Funds bear certain
other expenses including the fees of the Board. The Funds also pay any
extraordinary expenses incurred.

Under the New Advisory Agreements, DeAM, Inc. will exercise its best
judgment in rendering its advisory services. DeAM, Inc. will not be liable for
any error of judgment or mistake of law or for any loss suffered by the Funds
in connection with the matters to which the New Advisory Agreements relate,
provided that nothing therein shall be deemed to protect or purport to protect
DeAM, Inc. against any liability to the Funds or to their shareholders to which
DeAM, Inc. could otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or by
reason of DeAM, Inc.'s reckless disregard of its obligations and duties under
the New Advisory Agreements.

As investment advisor, DeAM, Inc. will allocate and place all orders for
portfolio transactions of each Fund's securities. When it can be done
consistently with the policy of obtaining the most favorable net results, DeAM,
Inc. may place such orders with brokers and dealers who provide market,
statistical and other research information to the Funds or DeAM, Inc. DeAM,
Inc. is authorized, under certain circumstances, when placing portfolio
transactions for equity securities to pay a brokerage commission (to the extent
applicable) in excess of that which another broker might charge for executing
the same transaction on account of the receipt of market, statistical and other
research information. When it can be done consistently with the policy of
obtaining the most favorable net result, in selecting brokers and dealers with
which to place portfolio transactions for the Funds, DeAM, Inc. may consider
its affiliates and also firms that sell shares of mutual funds advised by DeAM,
Inc. or recommend the purchase of such funds.

Management of the Funds

The Advisor. Under the supervision of the Board, DeAM, Inc., located at 280
Park Avenue, New York, New York 10017, acts as the investment advisor to each
Fund. As investment advisor, DeAM, Inc. makes each Fund's investment decisions.
It buys and sells securities for each Fund and conducts the research that leads
to the purchase and sale decisions. DeAM, Inc. is also responsible for
selecting brokers and for negotiating brokerage commissions and dealer charges.
DeAM, Inc. is registered with the Commission as an investment advisor and
provides a full range of investment advisory services to institutional and
retail clients. In addition to providing investment advisory services to the
Funds, DeAM, Inc. serves as investment advisor to 35 other investment companies
and investment sub-advisor to 50 other investment companies. See Exhibit G to
this Proxy Statement for a list of those investment companies that DeAM, Inc.
advises or subadvises that have investment objectives similar to those of the
Funds, together with information regarding the fees charged to those companies.
As of April 30, 2002, DeAM, Inc. had approximately $93.8 billion of assets
under management. DeAM, Inc., is an indirect wholly-owned subsidiary of
Deutsche Bank.

The principal occupations of each director and principal executive officer
of DeAM, Inc. are set forth in Exhibit H to this Proxy Statement. The principal
business address of each director and principal executive officer as it relates
to his or her duties at DeAM, Inc., is 280 Park Avenue, New York, New York
10017.

Administrator, Transfer Agent and Custodian. PFPC Inc. ("PFPC") serves as
administrator and transfer agent, and Deutsche Bank Trust Company Americas
(formerly Bankers Trust Company) ("DB Trust Company") serves as custodian, of
each Fund. It is expected that these services will continue to be provided by
the same service providers after approval of the New Advisory Agreements.
(Exhibit F to this Proxy Statement sets forth the fees paid to DB Trust Company
by the Funds for its services for the most recently completed fiscal year.)

Deutsche Bank. Deutsche Bank, Aktiengesellschaft, Taunusalage 12, D-60262,
Frankfurt am Main, Federal Republic of Germany, is an international commercial
and investment banking group and a leading integrated provider of financial
services to institutions and individuals throughout the world. It is organized
in Germany and is a publicly traded entity. Its shares trade on many exchanges
including the New York Stock Exchange and Xetra (German Stock Exchange). It is
engaged in a wide range of financial services, including investment management,
mutual funds, retail, private and

commercial banking, investment banking and insurance. Deutsche Bank has
combined all of its investment management businesses to form Deutsche Asset
Management (the marketing name in the US for the asset management activities of
Deutsche Bank and its subsidiaries).

Trustees and Officers. Biographical information about the Trustee Nominees
and the executive officers is provided under Proposal I in this Proxy
Statement. Certain other information about the Trustee Nominees is provided in
Exhibit C to this Proxy Statement.

Recommendation of the Board

At a meeting of the Board of Trustees of the Trust held on June 6, 2002
called for the purpose of, among other things, voting on approval of the New
Advisory Agreements, the Board, including the Independent Trustees, unanimously
approved, subject to shareholder approval, the New Advisory Agreements. In
reaching this conclusion, the Board of Trustees obtained from DeAM, Inc. such
information as they deemed reasonably necessary to approve DeAM, Inc. as
investment advisor to the Funds. In approving the New Advisory Agreements, the
Independent Trustees considered numerous factors, including, among others, the
nature, quality and extent of services provided under the Current Advisory
Agreements and proposed to be provided by DeAM, Inc. to the Funds under the New
Advisory Agreements; that the investment advisory fees paid by the Funds will
remain the same under the New Advisory Agreement as under the Current Advisory
Agreements; investment performance in seeking to replicate the performance of
the benchmark index before the deduction of Fund expenses; staffing and
capabilities of DeAM, Inc. to manage the Funds; investment advisory fees,
provided under the Current Advisory Agreements and current expense ratios and
asset sizes of the Funds themselves and relative to appropriate peer groups;
and DeAM, Inc.'s profitability from managing the Funds (both individually and
collectively) and the other investment companies managed by DeAM, Inc. before
marketing expenses paid by DeAM, Inc. The Board also considered other benefits
earned by DeAM, Inc. and its affiliates relating to its management of the
Funds, including brokerage fees, fees for custody, transfer agency and other
services as well as soft dollar benefits received from third parties that aid
in the management of assets.

In addition, the Board considered the potential benefit to the Funds of
providing DeAM, Inc. more flexibility in structuring portfolio management
services for each Fund. The Board recognized that it may be beneficial to the
Funds to allow DeAM, Inc. to take advantage of the strengths of other entities
within the Deutsche Asset Management organization by permitting DeAM, Inc. to
delegate certain portfolio management services to such entities, and to do so,
to the extent permissible, without incurring the expense of obtaining further
shareholder approval. In addition, the Board considered that (i) any
restructuring of the provision of portfolio management services provided to the
Funds would require the prior approval of a majority of the members of the
Board, including a majority of the Independent Trustees; (ii) the investment
advisory expenses incurred by the Funds would not be affected by any action
taken to delegate services to other Deutsche Bank entities or their employees
in reliance on the New Advisory Agreements because any fees paid to a
sub-advisor would be paid by DeAM, Inc. and not by the Funds; and (iii) DeAM,
Inc. will retain full responsibility for the actions of any such sub-advisor.

Based on the factors discussed above, and others, the Board of Trustees
determined that the New Advisory Agreements are fair and reasonable and in the
best interest of the

Funds and their respective shareholders. Based on all of the foregoing, at a
meeting on June 6, 2002, the Board of Trustees of the Trust, including the
Independent Trustees, voted unanimously to approve the New Advisory Agreements
and to recommend them to the shareholders for their approval.

Therefore, after careful consideration, the Board of Trustees, including the
Independent Trustees, recommend that the respective shareholders of the Funds
vote "FOR" the approval of the New Advisory Agreements as set forth in this
Proposal.

If the New Advisory Agreements are approved by the shareholders, each
agreement will remain in effect as described above. If any New Advisory
Agreement is not approved by the shareholders, the Current Advisory Agreement
will continue in effect, subject to any requisite approval(s) of the Board of
Trustees or its respective shareholders, and the Board of Trustees will
consider what other action is appropriate based upon the interests of the
shareholders.

INFORMATION CONCERNING INDEPENDENT AUDITORS

The Funds' financial statements for their most recent fiscal years were
audited by Ernst & Young LLP ("E&Y"), independent auditors. In addition, E&Y
prepares the Funds' federal and state annual income tax returns and provides
certain non-audit services to the Trust and the Funds. During the Board's most
recent consideration of the selection of auditors for each Fund, the Board
considered whether the provision of non-audit services to the Trust and the
Funds was compatible with maintaining E&Y's independence. The Board of Trustees
of the Trust has selected E&Y as the independent auditors for each Fund for its
respective fiscal year ending 2002. E&Y has been the independent auditors for
the Funds since inception. E&Y has informed the Trust that it has no material
direct or indirect financial interest in the Trust.

Representatives of E&Y are not expected to be present at the Special Meeting
but have been given the opportunity to make a statement if they so desire and
will be available should any matter arise requiring their presence.

Audit Fees. The aggregate fees billed by E&Y for professional services
rendered for the audit of the Funds' annual financial statements for the most
recent fiscal year and the review of the financial statements included in the
Funds' reports to shareholders are $75,150.

Financial Information Systems Design and Implementation Fees. There were no
fees billed by E&Y for the most recent fiscal year for professional services
rendered for financial information systems design and implementation services
provided to the Trust, the Funds, DeAM, Inc. or entities that control, are
controlled by or are under common control with DeAM, Inc. that provide services
to the Trust or the Funds.

All Other Fees. There were $207,000 in fees billed by E&Y for the most
recent fiscal year for other services provided to the Trust, the Funds and
DeAM, Inc. and entities that control, are controlled by or are under common
control with DeAM, Inc. that provide services to the Trust or the Funds.

VOTE REQUIRED

Approval of Proposal I requires the affirmative vote of a plurality of the
votes cast in person or by proxy at the special meetings of shareholders of the
Funds voting collectively. Because abstentions are not treated as shares voted,
abstentions will have no impact on Proposal I.

Approval of Proposal II with respect to the Funds' New Advisory Agreements
requires the affirmative vote of a "majority" of the outstanding shares of the
Funds. "Majority" (as defined in the 1940 Act) means (as of the Record Date)
the lesser of (a) 67% or more of the shares of the Funds present at the special
meeting, if the holders of more than 50% of the outstanding shares of the Funds
are present in person or by proxy, or (b) more than 50% of the outstanding
shares of the Funds. Because abstentions are treated as shares present but not
voting, any abstentions will have the effect of votes against Proposal II,
which require the approval of a specified percentage of the outstanding shares
of a Fund.

All properly executed proxies received prior to the Special Meeting will be
voted at the Special Meeting in accordance with the instructions marked
thereon. Proxies, if properly executed, received prior to the Special Meeting
on which no vote is indicated will be voted "for" the Proposals.

Each Contract Owner has the right to direct the votes of that number of
Shares determined by multiplying the total number of Shares outstanding on the
Record Date by a fraction, the numerator of which is the number of units held
for such Contract

Owner in a Fund and the denominator of which is the total number of units of
the Fund outstanding on the Record Date. Units reflect the Contract Owner's
participation in the variable contracts, while Shares reflect an Insurance
Company's ownership interest in the Fund. The value of units is based on the
net asset value of the underlying Fund adjusted for separate account fees. If
proper instructions are not timely received from a Contract Owner, the Shares
with respect to which the Contract Owner has the right to direct votes will be
voted by their Insurance Company in the same proportion as those Shares for
which proper instructions were received from other Contract Owners. In
addition, an Insurance Company will vote the Shares for which they have voting
rights in the same proportion as those Shares for which they have received
proper instructions. Holders of record of the Shares of the Fund at the close
of business on the Record Date, as to any matter on which they are entitled to
vote, will be entitled to one vote per Share on all business of the Special
Meeting.

THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT
THE SHAREHOLDERS VOTE "FOR" APPROVAL OF PROPOSALS I AND II. ANY
UNMARKED PROXIES WILL BE SO VOTED.

The Board is not aware of any other matters that will come before the
Special Meeting. Should any other matter properly come before the Special
Meeting, it is the intention of the persons named in the accompanying Proxy to
vote the Proxy in accordance with their judgment on such matters.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Funds do not hold regular shareholders' meetings. Shareholders and
Contract Owners wishing to submit proposals for inclusion in a proxy statement
for a subsequent shareholders' meeting should send their written proposals to
the Secretary of the Trust at the address set forth on the cover of this Proxy
Statement.

Proposals must be received at a reasonable time prior to the date of a
meeting of shareholders to be considered for inclusion in the materials for a
Fund's meeting. Timely submission of a proposal does not, however, necessarily
mean that such proposal will be included.

SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

Shareholders holding at least 10% of each Fund's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting of
shareholders for the purpose of voting on the removal of any Trustee of the
Fund. Meetings of shareholders for any other purpose also shall be called by
the Board of Trustees when requested in writing by shareholders holding at
least 10% of the shares then outstanding.

IF YOU HAVE ANY QUESTIONS CONCERNING THE PROXY STATEMENT OR THE PROCEDURES
TO BE FOLLOWED TO EXECUTE AND DELIVER A PROXY, PLEASE CONTACT GEORGESON
SHAREHOLDER COMMUNICATIONS, INC. AT 1-866-524-6828.

CONTRACT OWNERS WHO HAVE A VOTING INTEREST IN ACCOUNTS HOLDING
SHARES OF THE FUNDS AND SHAREHOLDERS WHO DO NOT EXPECT TO BE
PRESENT AT THE SPECIAL MEETING AND WHO WISH TO HAVE THEIR SHARES
VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, OR FOLLOW THE INSTRUCTIONS FOR
VOTING, IF AVAILABLE, BY TELEPHONE OR THROUGH THE INTERNET ON THE
ENCLOSED PROXY.

By Order of the Board
of Trustees,

/s/ Daniel O. Hirsch
Daniel O. Hirsch, Secretary

June 10, 2002

THE BOARD OF TRUSTEES OF THE TRUST HOPES THAT SHAREHOLDERS AND
CONTRACT OWNERS WILL ATTEND THE SPECIAL MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN EACH ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE (OR
FOLLOW THE INSTRUCTIONS FOR VOTING, IF AVAILABLE, BY TELEPHONE OR
THROUGH THE INTERNET ON THE ENCLOSED PROXY).

EXHIBIT A

SHARES OUTSTANDING AS OF RECORD DATE

Fund Number of Shares Outstanding
---- ----------------------------

Equity 500 Index Fund -- Class A 39,467,282.483
Equity 500 Index Fund -- Class B 1,714.967
EAFE Equity Index Fund -- Class A 11,796,447.112
EAFE Equity Index Fund -- Class B 7,683.944
Small Cap Index Fund -- Class A 16,768,589.607
Small Cap Index Fund -- Class B 29,693.548

A-1

EXHIBIT B

5% SHAREHOLDERS

Equity 500 Index Fund--Class A:

Percent Ownership
of Outstanding
Name and Address Shares Owned Shares
- ---------------- ------------ -----------------

Lincoln National Life Variable Annuity Account C 9,338,025.748 23.66016%
1300 South Clinton St.
Fort Wayne, IN 46802-3506

Lincoln Life Separate Acct 27 MF Accounting 7,874,786.331 19.95269%
1300 South Clinton St.
Fort Wayne, IN 46802-3506

Lincoln Life Variable Annuity Account N 5,666,752.939 14.35810%
1300 South Clinton St.
Fort Wayne, IN 46802-3506

Integrity Life Insurance Company 2,253,929.961 5.71088%
515 West Market Street
8th Floor
Louisville, KY 40202-3333

Lincoln Life Flexible Premium Variable Life Account M 2,231,155.186 5.65317%
1300 South Clinton St.
Fort Wayne, IN 46802-3506

Equity 500 Index Fund--Class B:

Percent Ownership
of Outstanding
Name and Address Shares Owned Shares
---------------- ------------ -----------------

Deutsche Asset Management Inc. 887.311 51.73924%
One South Street
Baltimore, MD 21202

Integrity Life Insurance Company 827.656 48.26075%
515 West Market Street
8th Floor
Louisville, KY 40202-3333

B-1

EAFE Equity Index Fund--Class A:

Percent Ownership
of Outstanding
Name and Address Shares Owned Shares
- ---------------- ------------- -----------------

Connecticut General Life Insurance Separate Account FE 1,836,610.708 15.56918%
900 Cottage Grove Road
Hartford, CT 06152-0001

United of Omaha 1,136,297.567 9.63254%
Mutual of Omaha Plaza
Omaha, NE 68175

Travelers Fund BD III for Variable Annuities (TIC) 960,700.731 8.14398%
One Towers Square
Hartford, CT 06183-0001

Connecticut General Life Insurance 912,610.932 7.73632%
Separate Account PG
280 Trumbull Street
P.O. Box 2975
Hartford, CT 06104-2975

CIGNA 731,789.487 6.20347%
Separate Account GR
H14A
280 Trumbull Street
Hartford, CT 06104

Travelers Fund BD IV for Variable Annuities (TALC) 700,223.493 5.93588%
One Tower Square
Hartford, CT 06183

EAFE Equity Index Fund--Class B:

Percent Ownership
of Outstanding
Name and Address Shares Owned Shares
---------------- ------------ -----------------

Integrity Life Insurance Company 6,483.464 84.37677%
515 West Market Street
8th Floor
Louisville, KY 40202-3333

Deutsche Asset Management Inc. 1,200.480 15.62322%
One South Street
Baltimore, MD 21202

B-2

Small Cap Index Fund--Class A:

Percent Ownership
of Outstanding
Name and Address Shares Owned Shares
- ---------------- ------------- -----------------

Lincoln National Life Variable Annuity Account C 2,438,487.086 14.54199%
1300 South Clinton Street 6H02
Fort Wayne, IN 46802-3506

Lincoln National Life Separate Acct 2,085,011.127 12.43402%
1300 South Clinton Street 6H02
Fort Wayne, IN 46802-3506

CM Life Insurance Co. 1,981,904.659 11.81914%
1295 State Street
Springfield, MA 01111-0001

Connecticut General Life Insurance Separate Account FE 1,447,601.451 8.63281%
900 Cottage Grove Road
Hartford, CT 06152-0001

Great West Life & Annuity Ins. Co. 1,121,275.052 6,68675%
8515 E. Orchard Road 2T2
Englewood, CO 80111-5037

Travelers Fund BD IV for Variable Annuities (TLAC) 1,090,804.394 6.50504%
One Tower Square
Hartford, CT 06183

Travelers Fund BD III for Variable Annuities (TIC) 1,002,598.910 5.97902%
One Tower Square
Hartford, CT 06183-0001

Allmerica Financial Life Insurance & Annuity Company 924,611.997 5.51395%
Attn Separate Accounts Mail Stop S-3
440 Lincoln Street
Worcester, MA 01653

B-3

Small Cap Index Fund--Class B:

Percent Ownership
of Outstanding
Name and Address Shares Owned Shares
---------------- ------------ -----------------

Jefferson Pilot Financial Ins. Co. 27,675.635 93.20420%
JPF Separate Account A
One Granite Place
Mail Code 1S 03
Concord, NH 03301

B-4

EXHIBIT C

Aggregate Dollar
Range of Equity
Securities as of May
Dollar 31, 2002 in all Funds
Range of Overseen or to Be
Equity Overseen by Trustee
Securities or Nominee in Family
in the of Investment
Name of Trustee or Nominee Fund(s)/(1)/ Companies/(2)/
-------------------------- ----------- ---------------------

Independent Trustee Nominees
Richard R. Burt/(3)/ None Over $100,000
S. Leland Dill None Over $100,000
Martin J. Gruber None $50,001-$100,000
Joseph R. Hardiman/(3)/ None Over $100,000
Richard J. Herring None Over $100,000
Graham E. Jones None Over $100,000
Rebecca W. Rimel/(3)/ None Over $100,000
Philip Saunders, Jr. None $50,001-$100,000
William N. Searcy None $10,001-$50,000
Robert H. Wadsworth/(3)/ None Over $100,000
Interested Trustee Nominee
Richard T. Hale None Over $100,000

- --------
/(1)/ Securities beneficially owned as defined under the Securities Exchange
Act of 1934 (the "1934 Act") include direct and or indirect ownership of
securities where the trustee's economic interest is tied to the
securities, employment ownership and securities when the trustee can
exert voting power and when the trustee has authority to sell the
securities. The dollar ranges are: None, $1-$10,000, $10,001-$50,000,
$50,001-$100,000, Over $100,000.
/(2)/ The dollar ranges are: None, $1-$10,000, $10,001-$50,000,
$50,001-$100,000, Over $100,000.
/(3)/ The amount shown includes share equivalents of funds in which the board
member is deemed to be invested pursuant to a fund's deferred
compensation plan. The inclusion therein of any shares deemed
beneficially owned does not constitute an admission of beneficial
ownership of the shares.

C-1

EXHIBIT D

Date Last Approved By
the Fund's
---------------------
Date of Current
Fund Advisory
(Fiscal Year) Agreement Trustees Shareholders*
------------- --------------- -------- -------------

Equity 500 Index Fund 4/30/01, as amended 6/7/01 6/6/02 9/8/99
12/31
EAFE Equity Index Fund 4/30/01, as amended 6/7/01 6/6/02 9/8/99
12/31
Small Cap Index Fund 4/30/01, as amended 6/7/01 6/6/02 9/8/99
12/31

- --------
* Submitted for shareholder vote because the merger on June 4, 1999 between
Bankers Trust Company, the then-current advisor to the Funds, and a US
subsidiary of Deutsche Bank AG may have arguably resulted in an assignment
and, therefore, termination of the investment advisory agreements.

D-1

EXHIBIT E

[FORM OF [INVESTMENT ADVISORY] [SUB-ADVISORY] AGREEMENT]

THIS AGREEMENT is made as of the day of , by and between
, a [state of organization] (the "Trust"), and DEUTSCHE
ASSET MANAGEMENT, INC., a corporation (the "Advisor") [and (the
"Sub-Advisor")].

WHEREAS, the Trust is registered as an open-end,
[diversified][non-diversified], management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), consisting of
several series of shares, each having its own investment policies;

WHEREAS, the Advisor [and the Sub-Advisor] is [each] registered as an
investment advisor under the Investment Advisers Act of 1940, as amended, and
engages in the business of acting as an investment advisor; and

WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide investment advisory services for the series listed in Schedule A to
this Agreement on the terms and conditions hereinafter set forth; [and]

[WHEREAS, the Advisor desires to retain the Sub-Advisor to perform certain
of the Advisor's duties under this Agreement, and the Sub-Advisor is willing to
so render such services on the terms and conditions hereinafter set forth.]/(1)/

NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

1. Appointment of Investment [Advisor] [Sub-Advisor]. The [Trust]
[Advisor] hereby appoints the [Advisor] [Sub-Advisor] to act as the investment
[advisor] [sub-advisor] of each series listed in Schedule A to this Agreement
(each such series, together with all other series subsequently established by
the Trust and made subject to this Agreement in accordance with section 11,
being herein referred to as "a Series", and collectively as "the Series"). The
[Advisor] [Sub-Advisor, subject to the supervision of the Advisor,] shall
manage a Series' affairs and shall supervise all aspects of a Series'
operations (except as otherwise set forth herein), including the investment and
reinvestment of the cash, securities or other properties comprising a Series'
assets, subject at all times to the policies and control of the Board of
Trustees. The [Advisor] [Sub-Advisor] shall give a Series the benefit of its
best judgment, efforts and facilities in rendering its services as [Advisor]
[Sub-Advisor].

2. Delivery of Documents. The Trust [Advisor] has furnished the Advisor
[Sub-Advisor] with copies properly certified or authenticated of each of the
following:

(a) The Trust's Declaration of Trust, filed with the State of on
, and all amendments thereto (such Declaration of Trust, as
presently in effect and as it shall from time to time be amended, is herein
called the "Declaration of Trust");
- --------
/(1)/ Contained in the form of sub-advisory agreement only.

E-1

(b) [The Trust's Agreement of Trust and all amendments thereto (such
Agreement of Trust, as presently in effect and as it shall from time to time
be amended, is herein called the "Trust Agreement");]

(c) Resolutions of the Trust's Board of Trustees and shareholders
authorizing the appointment of the [Advisor] [Sub-Advisor] and approving
this Agreement;

(d) The Trust's Registration Statement on Form N-1A under the Securities
Act of 1933, as amended (the "1933 Act") (File No. - ) and under
the 1940 Act as filed with the Securities and Exchange Commission ("SEC")
relating to the shares of the Trust and its series, and all amendments
thereto; and

(e) Each Series' most recent prospectus (such prospectus, as presently in
effect, and all amendments and supplements thereto are herein called
"Prospectus").

The [Trust] [Advisor] will furnish the [Advisor] [Sub-Advisor] from time to
time with copies, properly certified or authenticated, of all amendments or
supplements to the foregoing, if any, and all documents, notices and reports
filed with the SEC.

The [Advisor] [Sub-Advisor] will provide the Trust with copies of its Form
ADV, including all amendments thereto, as filed with the SEC.

3. Duties of Investment [Advisor] [Sub-Advisor]. In carrying out its
obligations under Section 1 hereof, the [Advisor] [Sub-Advisor, subject to the
supervision of the Advisor,] shall:

a) [with respect to the index funds] seek to replicate as closely as
possible the performance of the benchmark index, before the deduction of a
Series' expenses;

(b) supervise and manage all aspects of a Series' operations, except for
distribution services;

(c) formulate and implement continuing programs for the purchases and
sales of securities, consistent with the investment objective and policies
of a Series;

(d) provide the Trust with, or obtain for it, adequate office space and
all necessary office equipment and services, including telephone service,
utilities, stationery, supplies and similar items for the Trust's principal
office;

(e) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic, foreign
or otherwise, whether affecting the economy generally or a Series, and
whether concerning the individual issuers whose securities are included in a
Series portfolio or the activities in which they engage, or with respect to
securities which the [Advisor] [Sub-Advisor] considers desirable for
inclusion in a Series' portfolio;

(f) determine which issuers and securities shall be represented in a
Series' portfolio and regularly report thereon to the Trust's Board of
Trustees; and

(g) take all actions necessary to carry into effect a Series' purchase
and sale programs.

4. Portfolio Transactions. The [Advisor] [Sub-Advisor] is authorized to
select the brokers or dealers that will execute the purchases and sales of
portfolio securities for a Series and is directed to use its reasonable best
efforts to obtain the best net results as described from time to time in a
Series' prospectus and statement of additional

E-2

information. The [Advisor] [Sub-Advisor] will promptly communicate to the
Administrator and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may reasonably request.

It is understood that the [Advisor] [Sub-Advisor] will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or otherwise,
solely by reason of its having directed a securities transaction on behalf of a
Series to a broker-dealer in compliance with the provisions of Section 28(e) of
the Securities Exchange Act of 1934 or as otherwise permitted from time to time
by a Series' prospectus and statement of additional information.

Subject to the policies established by the Board in compliance with
applicable law, the [Advisor] [Sub-Advisor] may direct DB Securities, Inc. ("DB
Securities") or any of its affiliates to execute portfolio transactions for a
Series on an agency basis. The commissions paid to DB Securities or any of its
affiliates must be, as required by Rule 17e-1 under the 1940 Act, "reasonable
and fair compared to the commission, fee or other remuneration received or to
be received by other brokers in connection with comparable transactions
involving similar securities . . . during a comparable period of time." If the
purchase or sale of securities consistent with the investment policies of a
Series or one or more other accounts of the [Advisor] [Sub-Advisor] is
considered at or about the same time, transactions in such securities will be
allocated among the accounts in a manner deemed equitable by the [Advisor]
[Sub-Advisor]. DB Securities or any of its affiliates and the [Advisor]
[Sub-Advisor] may combine such transactions, in accordance with applicable laws
and regulations, in order to obtain the best net price and most favorable
execution.

The Trust on behalf of a Series will not deal with the [Advisor]
[Sub-Advisor] or DB Securities or any of its affiliates in any transaction in
which the [Advisor] [Sub-Advisor] or DB Securities or any of its affiliates
acts as a principal with respect to any part of a Series' order, except in
compliance with rules of the SEC. If DB Securities or any of its affiliates is
participating in an underwriting or selling group, a Series may not buy
portfolio securities from the group except in accordance with policies
established by the Board in compliance with rules of the SEC.

5. Control by Board of Trustees. Any management or supervisory activities
undertaken by the [Advisor] [Sub-Advisor] pursuant to this Agreement, as well
as any other activities undertaken by the [Advisor] [Sub-Advisor] on behalf of
a Series pursuant thereto, shall at all times be subject to any applicable
directives of the Board.

6. Compliance with Applicable Requirements. In carrying out its obligations
under this Agreement, the [Advisor] [Sub-Advisor] shall at all times conform to:

(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;

(b) the provisions of the Registration Statement of the Trust on behalf
of a Series under the 1933 Act and the 1940 Act;

(d) [the provisions of the Trust Agreement; and]

(e) any other applicable provisions of state and federal law.

E-3

7. Expenses. The expenses connected with the Trust on behalf of a Series
shall be allocable between the Trust and the [Advisor] [Sub-Advisor] as follows:

(a) The [Advisor] [Sub-Advisor] shall furnish, at its expense and without
cost to the Trust, the services of one or more officers of the [Advisor]
[Sub-Advisor], to the extent that such officers may be required by the Trust
on behalf of a Series for the proper conduct of its affairs.

(b) The Trust assumes and shall pay or cause to be paid all other
expenses of the Trust on behalf of a Series, including, without limitation:
payments to the Trust's distributor under the Trust's plan of distribution;
the charges and expenses of any registrar, any custodian or depository
appointed by the Trust for the safekeeping of a Series' cash, portfolio
securities and other property, and any transfer, dividend or accounting
agent or agents appointed by the Trust; brokers' commissions chargeable to
the Trust on behalf of a Series in connection with portfolio securities
transactions to which the Trust is a party; all taxes, including securities
issuance and transfer taxes, and fees payable by the Trust to Federal, State
or other governmental agencies; the costs and expenses of engraving or
printing of certificates representing shares of the Trust; all costs and
expenses in connection with the registration and maintenance of registration
of the Trust and its shares with the SEC and various states and other
jurisdictions (including filing fees, legal fees and disbursements of
counsel); the costs and expenses of printing, including typesetting, and
distributing prospectuses and statements of additional information of the
Trust and supplements thereto to the Trust's shareholders; all expenses of
shareholders' and Trustees' meetings and of preparing, printing and mailing
of proxy statements and reports to shareholders; fees and travel expenses of
Trustees or Trustee members of any advisory board or committee; all expenses
incident to the payment of any dividend, distribution, withdrawal or
redemption, whether in shares or in cash; charges and expenses of any
outside service used for pricing of the Trust's shares; charges and expenses
of legal counsel, including counsel to the Trustees of the Trust who are not
interested persons (as defined in the 1940 Act) of the Trust and of
independent certified public accountants, in connection with any matter
relating to the Trust; membership dues of industry associations; interest
payable on Trust borrowings; postage; insurance premiums on property or
personnel (including officers and Trustees) of the Trust which inure to its
benefit; extraordinary expenses (including but not limited to, legal claims
and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of the Series' or Trust's
operation unless otherwise explicitly provided herein.

8. [Delegation] [Adjustment] of [Advisory] [Sub-Advisory] Services.
[Subject to the prior approval of a majority of the members of the Trust's and
the Series' Boards of Trustees, including a majority of the Trustees who are
not "interested persons," as defined in the 1940 Act, the Advisor may, through
a sub-advisory agreement or other arrangement, delegate to any other company
that the Advisor controls, is controlled by, or is under common control with,
or to specified employees of any such companies, or to more than one such
company, to the extent permitted by applicable law, certain of the Advisor's
duties enumerated in section 1 hereof, and may adjust the duties of such
entity, the portion of portfolio assets of the Series that such entity shall
manage and the fees to be paid to such entity, subject to the prior approval of
the members of the Trust's and the Series' Board of Trustees who are not
"interested persons," as defined in the 1940 Act; provided, that the Advisor
shall continue to supervise the services provided

E-4

by such company or employees and any such delegation shall not relieve the
Advisor of any of its obligations hereunder.]/(2)/

[Subject to the provisions of this Agreement, the duties of the Sub-Advisor,
the portion of portfolio assets of the Series that the Sub-Advisor shall manage
and the fees to be paid to the Sub-Advisor by the Advisor under and pursuant to
the Sub-Advisory Agreement or other arrangement entered into in accordance with
this Agreement may be adjusted from time to time by the Advisor, subject to the
prior approval of the members of the Trust's and the Series' Board of Trustees
who are not "interested persons," as defined in the 1940 Act.]/(3)/

9. Compensation. For the services to be rendered and the expenses assumed
by the [Advisor] [Sub-Advisor], the [Trust] [Advisor] shall pay to the
[Advisor] [Sub-Advisor] monthly compensation in accordance with Schedule A.

Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily and the amounts of the daily accruals shall be
paid monthly. If this Agreement becomes effective subsequent to the first day
of a month, compensation for that part of the month this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as
set forth above.

In the event of termination of this Agreement, the [advisory] [sub-advisory]
fee shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current month as a percentage of the total
number of days in such month.

In addition to the foregoing, the [Advisor] [Sub-Advisor] may from time to
time agree not to impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or a portion thereof would otherwise
accrue) and/or undertake to pay or reimburse the [Trust on behalf of the
Series] [Advisor] for all or a portion of its expenses not otherwise required
to be borne or reimbursed by the [Advisor] [Sub-Advisor]. Any such fee
reduction or undertaking may be discontinued or modified by the Advisor at any
time.

All rights of compensation under this Agreement for services performed as of
the termination date shall survive the termination of this Agreement.

10. Non-Exclusivity. The services of the [Advisor] [Sub-Advisor] to the
Trust on behalf of each Series are not to be deemed to be exclusive, and the
[Advisor] [Sub-Advisor] shall be free to render investment advisory or other
services to others (including other investment companies) and to engage in
other activities, so long as its services under this Agreement are not impaired
thereby. It is understood and agreed that officers or directors of the
[Advisor] [Sub-Advisor] may serve as officers or Trustees of the Trust, and
that officers or Trustees of the Trust may serve as officers or directors of
the [Advisor] [Sub-Advisor] to the extent permitted by law; and that the
officers and directors of the [Advisor] [Sub-Advisor] are not prohibited from
engaging in any other business activity or from rendering services to any other
person, or from serving as partners, officers, trustees or directors of any
other firm, trust or corporation, including other investment companies.
- --------
/(2)/ Contained in the form of Advisory Agreement only.
/(3)/ Contained in the form of Sub-Advisory Agreement only.

E-5

11. Additional Series and Classes. In the event that the Trust establishes
one or more series of Shares or one or more classes of Shares after the
effectiveness of this Agreement, such series of shares or classes of shares, as
the case may be, shall become Series and Classes under this Agreement upon
approval of this Agreement by the Board with respect to the series of shares or
class of shares and the execution of an amended Appendix A reflecting the
applicable names and terms.

12. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall remain in effect with respect to the Trust on behalf of
a Series until two years from the date first set forth above, and thereafter,
for periods of one year so long as such continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust or by vote of a majority of
the outstanding voting securities of a Series, subject to the right of the
Trust and the [Advisor] [Sub-Advisor] to terminate this contract as provided in
this Section 12; provided, however, that if the shareholders of a Series fail
to approve the Agreement as provided herein, the [Advisor] [Sub-Advisor] may
continue to serve hereunder in the manner and to the extent permitted by the
1940 Act as modified or interpreted by any applicable order or orders of the
SEC or any rules or regulations adopted by, or interpretative releases of, the
SEC thereunder. The foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a manner
consistent with the 1940 Act as modified or interpreted by any applicable order
or orders of the SEC or any rules or regulations adopted by, or interpretative
releases of, the SEC thereunder.

This Agreement may be terminated as to a Series at any time, without the
payment of any penalty by vote of a majority of the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of a Series on not less
than 60 days' written notice to the [Advisor] [Sub-Advisor], or by the
[Advisor] [Sub-Advisor] at any time without the payment of any penalty, on 90
days written notice to the [Trust] [Advisor]. This Agreement will automatically
and immediately terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed
postpaid, to the other party at any office of such party.

As used in this Section 12, the term "assignment" shall have the meaning as
set forth in the 1940 Act as modified or interpreted by any applicable order or
orders of the SEC or any rules or regulations adopted by, or interpretative
releases of, the SEC.

13. Limitation of Liability of the [Advisor] [Sub-Advisor]. The [Advisor]
[Sub-Advisor] shall not be liable for any error of judgment or mistake of law
or for any loss suffered by a Series in connection with the matters to which
this Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
[Advisor] [Sub-Advisor] in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.

14. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to the other party at such
address as such other party may designate for the receipt of such notice.
Currently such addresses are as follows: if to the Trust and the Advisor, One
South Street, Baltimore, Maryland 21202 ; [if to the Sub-Advisor, ].

E-6

15. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

16. Entire Agreement. This Agreement states the entire agreement of the
parties hereto, and is intended to be the complete and exclusive statement of
the terms hereof.
It may not be added to or changed orally, and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance with the
1940 Act as modified or interpreted by any applicable order or orders of the
SEC or any rules or regulations adopted by, or interpretative releases of, the
SEC, when applicable.

17. Reports. [The Trust and the Advisor] [The Advisor and the Sub-Advisor]
agree to furnish to each other, if applicable, current prospectuses, proxy
statements, reports to shareholders, certified copies of their financial
statements, and such other information with regard to their affairs as each may
reasonably request.

18. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
1940 Act which are prepared or maintained by the [Advisor] [Sub-Advisor] on
behalf of the Trust are the property of the Trust and will be surrendered
promptly to the Trust on request.

19. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such term or provision of the 1940 Act and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the SEC issued pursuant
to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is modified or interpreted by any
applicable order or orders of the SEC or any rules or regulations adopted by,
or interpretative releases of, the SEC thereunder, such provision shall be
deemed to incorporate the effect of such order, rule, regulation or
interpretative release. Otherwise the provisions of this Agreement shall be
interpreted in accordance with the laws of Maryland.

20. Counterparts. 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.

E-7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.

[SEAL] [TRUST]

Attest: ------------------- By: -------------------------
Name: Name:
Title:

[SEAL] DEUTSCHE ASSET MANAGEMENT, INC.

Attest: ------------------- By: -------------------------
Name: Name:
Title:

[SEAL] [SUB-ADVISER]

Attest: ------------------- By: -------------------------
Name: Name:
Title:

E-8

EXHIBIT A

TO
INVESTMENT [ADVISORY] [SUB-ADVISORY] AGREEMENT
MADE AS OF
BETWEEN
[Fund Name] AND [ ]

Investment [Advisory]
Series [Sub-Advisory] Fee
------ -------------------------

E-9

EXHIBIT F

ADVISORY FEES

DeAM, Inc. is paid a fee for its services under the Current Advisory
Agreements, calculated daily and paid monthly, equal, on an annual basis, to
the following:

Fund Advisory Agreement Fee
---- ----------------------

Equity 500 Index Fund 0.20%
EAFE Equity Index Fund 0.45%
Small Cap Index Fund 0.35%

For its investment advisory services, the advisor was paid the following
amounts as of the most recent fiscal year by the Funds:

Waiver and/or
Fund Fee Reimbursement*
---- -------- --------------

Equity 500 Index Fund $861,030 $ 38,862
EAFE Equity Index Fund $456,144 $160,907
Small Cap Index Fund $413,463 $215,221

- --------
* The advisor has voluntarily agreed to waive some of its fees and/or reimburse
some expenses. These waivers and reimbursements may be discontinued at any
time.

Custodian Fees

For its custodian services, DB Trust Company was paid the following amounts
as of the most recent fiscal year by the Funds:

Fund Fee
---- --------

Equity 500 Index Fund $ 91,481
EAFE Equity Index Fund $118,076
Small Cap Index Fund $ 68,821

F-1

EXHIBIT G

INVESTMENT COMPANIES ADVISED OR SUBADVISED BY DEAM, INC.

Total Assets as of Contractual
Funds with similar investment objectives/(1)/ March 31, 2002 Advisory Fees
- --------------------------------------------- ------------------ -------------

Equity 500 Index Investment $ 653,453,977.58 -- /(2)/
Equity 500 Index Portfolio $2,137,447,662.60 0.05%/(2)/
Equity 500 Index Premier $1,483,993,685.00 -- /(2)/
Federated Large Cap Index $ 493,839.48 -- /(2)/
Homestead Stock Index Fund $ 24,956,958.03 -- /(2)/
Scudder S&P 500 Index Fund AARP $ 465,796,094.90 -- /(2)/
Scudder S&P 500 Index Fund Class S $ 440,181,495.20 -- /(2)/
DeAM VIT Equity 500 Index $ 469,355,509.82 0.20%

EAFE Equity Index Portfolio $ 142,699,439.50 0.25%/(3)/
EAFE Equity Index Premier Class $ 142,699,439.50 -- /(3)/
DeAM VIT EAFE Equity Index $ 99,132,311.66 0.45%

Small Cap Fund $ 288,943,053.00 0.65%
The Small Cap Fund, Inc. $ 125,523,512.00 1.00%
DeAM VIT Small Cap Index Fund $ 175,310,352.90 0.35%

- --------
/(1)/ There may be additional funds and/or portfolios that are advised or
subadvised by DeAM, Inc. with similar investment objectives to the Funds
that are not listed below. These funds are scheduled to close on or about
August 17, 2002.

/(2)/ Equity 500 Index Portfolio is the master portfolio. Equity 500 Index
Premier, Equity 500 Index Investment, Federated Large Cap Index Fund,
Homestead Stock Index Fund, and Scudder S&P 500 Index Fund AARP and Class
S are the feeder funds to the Equity 500 Index Portfolio. The advisory
fee is paid by the master portfolio under the Advisory Agreement and
allocated to the feeder funds proportionately based upon the feeder
fund's interest in the master portfolio.

/(3)/ EAFE Equity Index Portfolio is the master portfolio. EAFE Equity Index
Premier is the only feeder fund to the EAFE Equity Index Portfolio. The
advisory fee is paid by the master portfolio under the Advisory Agreement
and allocated to the feeder fund.

G-1

EQ Advisors Trust-- $91,333,373.15 0.05%
EQ Small Company Index Portfolio

EQ Advisors Trust-- $85,149,077.29 0.15%
EQ International Equity Index Portfolio

Fidelity Commonwealth Trust-- $8,923,015,727.22 Note A
Spartan 500 Index Fund

Variable Insurance Products Fund II-- $3,515,367,327.67 0.006%
Index 500 Portfolio

Fidelity Concord Street Trust-- $16,629,280,495.46 0.006%
Spartan U.S. Equity Index Fund

Fidelity Concord Street Trust-- $327,603,398.01 Note B
Spartan International Index Fund

MML Equity Index Fund $385,473,970.68 Note C

MassMutual Indexed Equity Fund $1,006,755,082.87 Note D

Scudder Variable Series-- $85,090,972.95 Note E
SVS Index 500 Portfolio

Scudder Investors Trust-- $261,741,014.13 Note F
Scudder S&P 500 Stock Index Fund

USAA S&P 500 Index Fund $2,985,047,444.26 Note G

- --------
Note A) DEAM, Inc. is paid a monthly fee computed at an annual rate of 0.006%
(0.6 basis points) of the average daily net assets of the Portfolio
(computed in the manner set forth in the Trust's Declaration of Trust)
throughout the month.
Note B) DEAM, Inc. is paid an annual rate of 0.065% (6.5 basis points). In
addition, a monthly fee equal to $35 for each securities transaction
executed on behalf of the Portfolio during such month, provided that such
transaction fee shall not exceed in the aggregate $200,000 per annum.
Note C) An annual rate of .01% on the first $1 billion of Aggregate Assets; and
.0075% on Aggregate Assets in excess of $1 billion.
Note D) An annual rate of .01% on the first $1 billion of Aggregate Assets; and
.0075% on Aggregate Assets in excess of $1 billion.
Note E) A monthly fee based on a percentage of average daily net assets of the
Series calculated according to the following annualized fee schedule: On
the first $200 million of the series net assets, an annualized rate of
0.07 of 1%; then 0.03 of 1% on the next $550 million; then 0.01 of 1% on
the balance over $750 million. Minimum annual fee: $100,000. The minimum
annual fee is not applicable for the first year of the Sub-Advisory
Agreement.
Note F) A monthly fee based on a percentage of average daily net assets of the
Series calculated according to the following annualized fee schedule: On
the first $100 million of the series net assets, an annualized rate of
0.07 of 1%; then 0.03 of 1% on the next $100 million; then 0.01 of 1% on
the balance over $200 million. Minimum annual fee: $50,000 in the first
year; $75,000 in the second year; and $100,000 thereafter.
Note G) Annual rate of .02% of 1% per annum for average net assets up to $2.5
billion; .01 of 1% per annum for the next $1.5 billion average net
assets; and .005 of 1% annum of the amount by which the average daily net
assets of the USAA S&P 500 Index Fund exceed $4 billion.

G-2

EXHIBIT H

PRINCIPAL OCCUPATIONS OF EACH DIRECTOR AND PRINCIPAL EXECUTIVE OFFICER OF DEAM,
INC.

The names and principal occupations of the current directors and executive
officers of DeAM, Inc. are set forth below. The business address of each person
is 280 Park Avenue, New York, NY 10017.

Name Principal Occupation
---- --------------------

Dean Sherman Barr President and Chief Investment Officer

Audrey Theresa Jones Director and Executive Vice President

William George Butterly Secretary and Executive Vice President

Mary Anne Mullin Compliance Officer

Gwyn Morgan Thomas Director and Vice President

Lori Callahan Director and Chief Administrative Officer

H-1

For more information please call your Fund's information agent,
Georgeson Shareholder Communications at (866) 524-6828.

VIT #8

A Member of
Deutsche Asset Management [/]

[Name of Fund]

One South Street, Baltimore, Maryland 21202

Vote by Touch-Tone Phone, by Mail, or via the Internet!!

CALL: To vote by phone call toll-free 1-800-________ and use the control
number on the front of your proxy card.
INTERNET: Vote on the internet at www.________.com and use the control
number on the front of your proxy card.
MAIL: Return the signed proxy card in the enclosed envelope.

*** CONTROL NUMBER: 999 999 999 999 99 ***

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
FUND NAME PRINTS HERE To Be Held July 30, 2002 at _________, Eastern time

The undersigned hereby appoints and and each of
them, with the full power of substitution, as proxies of the undersigned to vote
all shares of stock that the undersigned is entitled in any capacity to vote at
the above-stated Special Meeting, and at any and all adjournments or
postponements thereof (the 'Special Meeting'), on the matters set forth on this
Proxy Card, and, in their discretion, upon all matters incident to the conduct
of the Special Meeting and upon such other matters as may properly be brought
before the Special Meeting. This proxy revokes all prior proxies given by the
undersigned.

All properly executed proxies will be voted as directed. If no instructions are
indicated on a properly executed proxy, the proxy will be voted FOR approval of
Proposals I and II. All ABSTAIN votes will be counted in determining the
existence of a quorum at the Special Meeting and, for Proposal II, will
have the effect of votes AGAINST the Proposal.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS WITH RESPECT TO YOUR
FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS I and II.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Dated: _____________________________________

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Signature(s)(Titles(s), if applicable)

Joint owners should each sign. Please sign exactly as your name or names appear
on this card. When signing as an attorney, executor, administrator, trustee,
guardian or corporate officer please give your full title as such.

Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.

The Special Meeting is being held to consider and vote on the following matters
for the Funds, as indicated below and more fully described under the
corresponding Proposals in the Proxy Statement, and such other matters as may
properly come before the Special Meeting or any adjournments thereof:

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT

PROPOSAL I: To elect eleven Trustees of the [_] [_] [_]
Trust to hold office until their
respective successors have been duly
elected and qualified or until their
earlier resignation or removal, whose
terms will be effective on the date of
the Special Meeting or, in the event of
an adjournment or adjournments of the
Special Meeting, such later date as
shareholder approval is obtained.

(01) Richard R. Burt (05) Joseph R. Hardiman (09) Philip Saunders, Jr.
(02) S. Leland Dill (06) Richard J. Herring (10) William N. Searcy
(03) Martin J. Gruber (07) Graham E. Jones (11) Robert H. Wadsworth
(04) Richard T. Hale (08) Rebecca W. Rimel

To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.

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FOR AGAINST ABSTAIN

PROPOSAL II: To approve a new investment [_] [_] [_]
advisory agreement (a 'New Advisory
Agreement') between each Fund
and Deutsche Asset Management, Inc.