Investment Management Agreement (2002)Full Document 

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                         INVESTMENT MANAGEMENT AGREEMENT


                      Scudder Focus Value Plus Growth Fund
                             Two International Place
                           Boston, Massachusetts 02110

                                                                   April 5, 2002

Deutsche Investment Management Americas Inc.
345 Park Avenue
New York, NY  10154

                         Investment Management Agreement
                      Scudder Focus Value Plus Growth Fund

Ladies and Gentlemen:

SCUDDER FOCUS VALUE PLUS GROWTH FUND (the "Trust") has been established as a
Massachusetts Business Trust to engage in the business of an investment company.
Pursuant to the Trust's Declaration of Trust, as amended from time-to-time (the
"Declaration"), the Board of Trustees is authorized to issue the Trust's shares
of beneficial interest (the "Shares") in separate series, or funds. The Board of
Trustees has authorized Scudder Focus Value Plus Growth Fund (the "Fund").
Series may be abolished and dissolved, and additional series established, from
time to time by action of the Trustees.

The Trust, on behalf of the Fund, has selected you to act as the investment
manager of the Fund and to provide certain other services, as more fully set
forth below, and you have indicated that you are willing to act as such
investment manager and to perform such services under the terms and conditions
hereinafter set forth. Accordingly, the Trust, on behalf of the Fund, agrees
with you as follows:

1. Delivery of Documents. The Trust engages in the business of investing and
reinvesting the assets of the Fund in the manner and in accordance with the
investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to the Fund included in the Trust's Registration Statement
on Form N-1A, as amended from time to time (the "Registration Statement"), filed
by the Trust under the Investment Company Act of 1940, as amended (the "1940
Act") and the Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you by the Trust.
The Trust has also furnished you with copies properly certified or authenticated
of each of the following additional documents related to the Trust and the Fund:

      (a)   The Declaration, as amended to date.

      (b)   By-Laws of the Trust as in effect on the date hereof (the
            "By-Laws").

      (c)   Resolutions of the Trustees of the Trust and the shareholders of the
            Fund selecting you as investment manager and approving the form of
            this Agreement.

      (d)   Establishment and Designation of Series of Shares of Beneficial
            Interest relating to the Fund, as applicable.

The Trust will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements, if any, to the foregoing,
including the Prospectus, the SAI and the Registration Statement.


2. Portfolio Management Services. As manager of the assets of the Fund, you
shall provide continuing investment management of the assets of the Fund in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Trust's Board of

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