Subadvisory Agreement (2001)Full Document 

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                              SUBADVISORY AGREEMENT


     AGREEMENT made as of the 11th day of June, 2001, between Zurich Scudder
Investments, 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 (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 September 7, 1998, 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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