Subadvisory Agreement (2003)Full Document 

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                              SUBADVISORY AGREEMENT


         AGREEMENT made as of the 5th day of April, 2002, between Deutsche
Investment Management Americas Inc., a Delaware corporation (hereinafter called
the "Manager"), and Jennison Associates LLC, a Delaware limited liability
company (hereinafter called the "Subadviser").

                                   WITNESSETH:

         WHEREAS, Scudder Focus Value Plus Growth Fund (the "Trust") is
organized as a Massachusetts business trust and is registered as an investment
company under the Investment Company Act of 1940, as amended (the "Investment
Company Act"); and

         WHEREAS, the Board of Trustees of the Trust (the "Board" and its
members, the "Trustees") is authorized to issue the Trust's shares of beneficial
interest in separate series, or funds, and has authorized Scudder Focus Value
Plus Growth Fund (the "Fund"); and

         WHEREAS, the Manager acts as manager for the Fund pursuant to an
Investment Management Agreement between the Manager and the Trust, on behalf of
the Fund, dated April 5, 2002, and is responsible for the day-to-day management
and overall administration of the Fund; and

         WHEREAS, the Manager desires to utilize the services of the Subadviser
to provide subadvisory services with respect to those assets of the Fund that
the Manager from time to time determines to assign to the Subadviser (those
assets being referred to as the "Fund Account"); and

         WHEREAS,  the  Subadviser  is willing to perform  such  services on the
terms and conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is agreed as follows:

         1.       The Subadviser's Services. The Subadviser shall serve the
                  Manager as investment counsel with respect to the Fund
                  Account.

         The Subadviser is hereby authorized and directed and hereby agrees,
subject to the stated investment policies and restrictions of the Fund as set
forth in the current Prospectus and Statement of Additional Information of the
Trust relating to the Fund (including amendments), and in accordance with the
Declaration of Trust and By-laws of the Trust, as both may be amended from time
to time, governing the offering of its shares and subject to such resolutions,
policies and procedures as from time to time may be adopted by the Board and
furnished to the Subadviser, and in accordance with the instructions and
procedures of the Manager furnished to the Subadviser, to develop, recommend and
implement such investment program and



strategy for the Fund Account, to provide research and analysis relative to the
investment program and securities and other investments ("investments") of the
Fund Account, to determine what investments should be purchased, sold and loaned
by the Fund Account and to monitor on a continuing basis the performance of the
investments of the Fund Account. In addition, the Subadviser shall place orders
for the purchase and sale of investments for the Fund Account and, subject to
the provisions of the following paragraph, shall take reasonable steps to assure
that those portfolio transactions are effected subject to the best execution
available under the circumstances. The Subadviser shall advise the Fund's
custodian ("Custodian") and the Manager on a prompt basis of each purchase and
sale of an investment for the Fund Account specifying the name of the issuer,
the CUSIP number (if available), the description and amount (or number of
shares) of the investment purchased, the market price, commission and gross or
net price, trade date, settlement date and identity of the effecting broker or
dealer. From time to time as the Board or the Manager may reasonably request,
the Subadviser shall furnish to the Manager, the Trust's officers and to each of
the Trustees reports on portfolio transactions and reports on assets held in the
Fund Account, all in such detail as the Trust or the Manager may reasonably
request. The Subadviser shall also inform the Manager, the Trust's officers and
the Board on a current basis of changes in investment strategy or tactics or any
other developments materially affecting the Fund Account. The Subadviser shall
make its officers and employees available to meet with the Manager, the Trust's
officers and the Board at least quarterly on due notice and at such other times
as may be mutually agreeable, to review the investments and investment
performance of the Fund Account in the light of the Fund's investment objectives
and policies and market conditions.

         It shall be the duty of the Subadviser to furnish to the Trustees such
information as may reasonably be requested in order for the Board to evaluate
this Agreement or any proposed amendments thereto for the purposes of casting a

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