Deutsche Portfolio Trust – ‘NSAR-B’ for 2/28/98 – ‘EX-99’

As of:  Tuesday, 5/12/98   ·   For:  2/28/98   ·   Accession #:  88053-98-386   ·   File #:  811-00042

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Annual Report by an Investment Company   —   Form N-SAR   —   ICA’40
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NSAR-B      N-SAR (3.0.A)                                         13     55K 
 3: EX-99       Investment Management Agreement                        7     31K 
 5: EX-99       Roic                                                   1      7K 
 2: EX-99       Shareholder Meeting Results                            2      9K 
 4: EX-27       Financial Data Schedule                                2±    10K 

‘EX-99’   —   Investment Management Agreement
Exhibit Table of Contents

EX-99
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 Scudder Portfolio Trust
 Two International Place
 Boston, Massachusetts 02110

                                                               December 31, 1997

Scudder Kemper Investments, Inc.                                                
345 Park Avenue                                                                 
New York, New York  10154                                                       

 Investment Management Agreement
Scudder High Yield Bond Fund

Ladies and Gentlemen:                                                           

Scudder Portfolio Trust (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 has divided the Trust's shares of         
beneficial interest, par value $0.01 per share, (the "Shares") into separate    
series, or funds, including Scudder High Yield Bond 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 sole 
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 dated November 3, 1987, 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.                                                            

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(d)  Establishment and Designation of Series of Shares of Beneficial Interest   
dated April 9, 1996 relating to the Fund.                             

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. Sublicense to Use the Scudder Trademarks. As exclusive licensee of the
rights to use and sublicense the use of the "Scudder," "Scudder Kemper          
Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together,   
the "Scudder Marks"), you hereby grant the Trust a nonexclusive right and       
sublicense to use (i) the "Scudder" name and mark as part of the Trust's name   
(the "Fund Name"), and (ii) the Scudder Marks in connection with the Trust's    
investment products and services, in each case only for so long as this         
Agreement, any other investment management agreement between you and the Trust, 
or any extension, renewal or amendment hereof or thereof remains in effect, and 
only for so long as you are a licensee of the Scudder Marks, provided however,  
that you agree to use your best efforts to maintain your license to use and     
sublicense the Scudder Marks. The Trust agrees that it shall have no right to   
sublicense or assign rights to use the Scudder Marks, shall acquire no interest 
in the Scudder Marks other than the rights granted herein, that all of the      
Trust's uses of the Scudder Marks shall inure to the benefit of Scudder Trust   
Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and 
that the Trust shall not challenge the validity of the Scudder Marks or the     
Trademark Owner's ownership thereof. The Trust further agrees that all services 
and products it offers in connection with the Scudder Marks shall meet          
commercially reasonable standards of quality, as may be determined by you or the
Trademark Owner from time to time, provided that you acknowledge that the       
services and products the Trust rendered during the one-year period preceding   
the date of this Agreement are acceptable. At your reasonable request, the Trust
shall cooperate with you and the Trademark Owner and shall execute and deliver  
any and all documents necessary to maintain and protect (including but not      
limited to in connection with any trademark infringement action) the Scudder    
Marks and/or enter the Trust as a registered user thereof. At such time as this 
Agreement or any other investment management agreement shall no longer be in    
effect between you (or your successor) and the Trust, or you no longer are a    
licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon 
as, it lawfully can) cease to use the Fund Name or any other name indicating    
that it is advised by, managed by or otherwise connected with you (or any       
organization which shall have succeeded to your business as investment manager) 
or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any
other name or mark confusingly similar thereto (including, but not limited to,  
any name or mark that includes the name "Scudder") if this Agreement or any     
other investment advisory agreement between you (or your successor) and the Fund
is terminated.                                                                  

     3. 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     
Trustees. In connection therewith, you shall use reasonable efforts to manage   
the Fund so that it will qualify as a regulated investment company under        
Subchapter M of the Code and regulations issued thereunder. The Fund shall have 
the benefit of the investment analysis and research, the review of current      
economic conditions and trends and the consideration of long-range investment   
policy generally available to your investment advisory clients. In managing the 
Fund in accordance with the requirements set forth in this section 3, you shall 
be entitled to receive and act upon advice of counsel to the Trust or counsel to
you. You shall also make available to the Trust promptly upon request all of the
Fund's investment records and                                                   

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ledgers as are necessary to assist the Trust in complying with the requirements 
of the 1940 Act and other applicable laws. To the extent required by law, you   
shall furnish to regulatory authorities having the requisite authority any      
information or reports in connection with the services provided pursuant to this
Agreement which may be requested in order to ascertain whether the operations of
the Trust are being conducted in a manner consistent with applicable laws and   
regulations.                                                                    

   You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to         
investments to be purchased, sold or entered into by the Fund and place orders  
with broker-dealers, foreign currency dealers, futures commission merchants or  
others pursuant to your determinations and all in accordance with Fund policies 
as expressed in the Registration Statement. You shall determine what portion of 
the Fund's portfolio shall be invested in securities and other assets and what  
portion, if any, should be held uninvested.                                     

    You shall furnish to the Trust's Board of Trustees periodic reports on the
investment performance of the Fund and on the performance of your obligations   
pursuant to this Agreement, and you shall supply such additional reports and    
information as the Trust's officers or Board of Trustees shall reasonably       
request.                                                                        

4. Administrative Services. In addition to the portfolio management   
services specified above in section 3, you shall furnish at your expense for the
use of the Fund such office space and facilities in the United States as the    
Fund may require for its reasonable needs, and you (or one or more of your      
affiliates designated by you) shall render to the Trust administrative services 
on behalf of the Fund necessary for operating as an open-end investment company 
and not provided by persons not parties to this Agreement including, but not    
limited to, preparing reports to and meeting materials for the Trust's Board of 
Trustees and reports and notices to Fund shareholders; supervising, negotiating 
contractual arrangements with, to the extent appropriate, and monitoring the    
performance of, accounting agents, custodians, depositories, transfer agents and
pricing agents, accountants, attorneys, printers, underwriters, brokers and     
dealers, insurers and other persons in any capacity deemed to be necessary or   
desirable to Fund operations; preparing and making filings with the Securities  
and Exchange Commission (the "SEC") and other regulatory and self-regulatory    
organizations, including, but not limited to, preliminary and definitive proxy  
materials, post-effective amendments to the Registration Statement, semi-annual 
reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act;    
overseeing the tabulation of proxies by the Fund's transfer agent; assisting in 
the preparation and filing of the Fund's federal, state and local tax returns;  
preparing and filing the Fund's federal excise tax return pursuant to Section   
4982 of the Code; providing assistance with investor and public relations       
matters; monitoring the valuation of portfolio securities and the calculation of
net asset value; monitoring the registration of Shares of the Fund under        
applicable federal and state securities laws; maintaining or causing to be      
maintained for the Fund all books, records and reports and any other information
required under the 1940 Act, to the extent that such books, records and reports 
and other information are not maintained by the Fund's custodian or other agents
of the Fund; assisting in establishing the accounting policies of the Fund;     
assisting in the resolution of accounting issues that may arise with respect to 
the Fund's operations and consulting with the Fund's independent accountants,   
legal counsel and the Fund's other agents as necessary in connection therewith; 
establishing and monitoring the Fund's operating expense budgets; reviewing the 
Fund's bills; processing the payment of bills that have been approved by an     
authorized person; assisting the Fund in determining the amount of dividends and
distributions available to be paid by the Fund to its shareholders, preparing   
and arranging for the printing of dividend notices to shareholders, and         
providing the transfer and dividend paying agent, the custodian, and the        
accounting agent with such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise assisting the Trust as
it may reasonably request in the conduct of the Fund's business, subject to the 
direction and control of the Trust's Board of Trustees.                         

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Nothing in this Agreement shall be deemed to shift to you or to diminish the    
obligations of any agent of the Fund or any other person not a party to this    
Agreement which is obligated to provide services to the Fund.                   

 5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 5, you shall pay the compensation and expenses of all  
Trustees, officers and executive employees of the Trust (including the Fund's   
share of payroll taxes) who are affiliated persons of you, and you shall make   
available, without expense to the Fund, the services of such of your directors, 
officers and employees as may duly be elected officers of the Trust, subject to 
their individual consent to serve and to any limitations imposed by law. You    
shall provide at your expense the portfolio management services described in    
section 3 hereof and the administrative services described in section 4 hereof. 

    You shall not be required to pay any expenses of the Fund other than those
specifically allocated to you in this section 5. In particular, but without     
limiting the generality of the foregoing, you shall not be responsible, except  
to the extent of the reasonable compensation of such of the Fund's Trustees and 
officers as are directors, officers or employees of you whose services may be   
involved, for the following expenses of the Fund: organization expenses of the  
Fund (including out-of-pocket expenses, but not including your overhead or      
employee costs); fees payable to you and to any other Fund advisors or          
consultants; legal expenses; auditing and accounting expenses; maintenance of   
books and records which are required to be maintained by the Fund's custodian or
other agents of the Trust; telephone, telex, facsimile, postage and other       
communications expenses; taxes and governmental fees; fees, dues and expenses   
incurred by the Fund in connection with membership in investment company trade  
organizations; fees and expenses of the Fund's accounting agent, custodians,    
subcustodians, transfer agents, dividend disbursing agents and registrars;      
payment for portfolio pricing or valuation services to pricing agents,          
accountants, bankers and other specialists, if any; expenses of preparing share 
certificates and, except as provided below in this section 5, other expenses in 
connection with the issuance, offering, distribution, sale, redemption or       
repurchase of securities issued by the Fund; expenses relating to investor and  
public relations; expenses and fees of registering or qualifying Shares of the  
Fund for sale; interest charges, bond premiums and other insurance expense;     
freight, insurance and other charges in connection with the shipment of the     
Fund's portfolio securities; the compensation and all expenses (specifically    
including travel expenses relating to Trust business) of Trustees, officers and 
employees of the Trust who are not affiliated persons of you; brokerage         
commissions or other costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of printing and distributing reports, notices and         
dividends to shareholders; expenses of printing and mailing Prospectuses and    
SAIs of the Fund and supplements thereto; costs of stationery; any litigation   
expenses; indemnification of Trustees and officers of the Trust; costs of       
shareholders' and other meetings; and travel expenses (or an appropriate portion
thereof) of Trustees and officers of the Trust who are directors, officers or   
employees of you to the extent that such expenses relate to attendance at       
meetings of the Board of Trustees of the Trust or any committees thereof or     
advisors thereto held outside of Boston, Massachusetts or New York, New York.   

You shall not be required to pay expenses of any activity which is    
primarily intended to result in sales of Shares of the Fund if and to the extent
that (i) such expenses are required to be borne by a principal underwriter which
acts as the distributor of the Fund's Shares pursuant to an underwriting        
agreement which provides that the underwriter shall assume some or all of such  
expenses, or (ii) the Trust on behalf of the Fund shall have adopted a plan in  
conformity with Rule 12b-1 under the 1940 Act providing that the Fund (or some  
other party) shall assume some or all of such expenses. You shall be required to
pay such of the foregoing sales expenses as are not required to be paid by the  
principal underwriter pursuant to the underwriting agreement or are not         
permitted to be paid by the Fund (or some other party) pursuant to such a plan. 

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     6. Management Fee. For all services to be rendered, payments to be made and
costs to be assumed by you as provided in sections 3, 4 and 5 hereof, the Trust 
on behalf of the Fund shall pay you in United States Dollars on the last day of 
each month the unpaid balance of a fee equal to the excess of 1/12 of 0.70 of 1 
percent of the average daily net assets as defined below of the Fund for such   
month over any compensation waived by you from time to time (as more fully      
described below). You shall be entitled to receive during any month such interim
payments of your fee hereunder as you shall request, provided that no such      
payment shall exceed 75 percent of the amount of your fee then accrued on the   
books of the Fund and unpaid.                                                   

  The "average daily net assets" of the Fund shall mean the average of the
values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each  
day on which the net asset value of the Fund is determined consistent with the  
provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines 
the value of its net assets as of some other time on each business day, as of   
such time. The value of the net assets of the Fund shall always be determined   
pursuant to the applicable provisions of the Declaration and the Registration   
Statement. If the determination of net asset value does not take place for any  
particular day, then for the purposes of this section 6, the value of the net   
assets of the Fund as last determined shall be deemed to be the value of its net
assets as of 4:00 p.m. (New York time), or as of such other time as the value of
the net assets of the Fund's portfolio may be lawfully determined on that day.  
If the Fund determines the value of the net assets of its portfolio more than   
once on any day, then the last such determination thereof on that day shall be  
deemed to be the sole determination thereof on that day for the purposes of this
section 6.                                                                      

     You may waive all or a portion of your fees provided for hereunder and such
waiver shall be treated as a reduction in purchase price of your services. You  
shall be contractually bound hereunder by the terms of any publicly announced   
waiver of your fee, or any limitation of the Fund's expenses, as if such waiver 
or limitation were fully set forth herein.                                      

7. Avoidance of Inconsistent Position; Services Not Exclusive. In     
connection with purchases or sales of portfolio securities and other investments
for the account of the Fund, neither you nor any of your directors, officers or 
employees shall act as a principal or agent or receive any commission. You or   
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for the Fund's account with       
brokers or dealers selected by you in accordance with Fund policies as expressed
in the Registration Statement. If any occasion should arise in which you give   
any advice to clients of yours concerning the Shares of the Fund, you shall act 
solely as investment counsel for such clients and not in any way on behalf of   
the Fund.                                                                       

   Your services to the Fund pursuant to this Agreement are not to be deemed
to be exclusive and it is understood that you may render investment advice,     
management and services to others. In acting under this Agreement, you shall be 
an independent contractor and not an agent of the Trust. Whenever the Fund and  
one or more other accounts or investment companies advised by the Manager have  
available funds for investment, investments suitable and appropriate for each   
shall be allocated in accordance with procedures believed by the Manager to be  
equitable to each entity. Similarly, opportunities to sell securities shall be  
allocated in a manner believed by the Manager to be equitable. The Fund         
recognizes that in some cases this procedure may adversely affect the size of   
the position that may be acquired or disposed of for the Fund.                  

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     8. Limitation of Liability of Manager. As an inducement to your undertaking
to render services pursuant to this Agreement, the Trust agrees that you shall  
not be liable under this Agreement for any error of judgment or mistake of law  
or for any loss suffered by the Fund in connection with the matters to which    
this Agreement relates, provided that nothing in this Agreement shall be deemed 
to protect or purport to protect you against any liability to the Trust, the    
Fund or its shareholders to which you would otherwise be subject by reason of   
willful misfeasance, bad faith or gross negligence in the performance of your   
duties, or by reason of your reckless disregard of your obligations and duties  
hereunder. Any person, even though also employed by you, who may be or become an
employee of and paid by the Fund shall be deemed, when acting within the scope  
of his or her employment by the Fund, to be acting in such employment solely for
the Fund and not as your employee or agent.                                     

    9. Duration and Termination of This Agreement. This Agreement shall remain
in force until September 30, 1998, and continue in force from year to year      
thereafter, but only so long as such continuance is specifically approved at    
least annually (a) by the vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any party to this Agreement, 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 the vote of a majority of the outstanding   
voting securities of the Fund. The aforesaid requirement that continuance of    
this Agreement be "specifically approved at least annually" shall be construed  
in a manner consistent with the 1940 Act and the rules and regulations          
thereunder and any applicable SEC exemptive order therefrom.                    

This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by the vote of a majority of the outstanding
voting securities of the Fund or by the Trust's Board of Trustees on 60 days'   
written notice to you, or by you on 60 days' written notice to the Trust. This  
Agreement shall terminate automatically in the event of its assignment.         

10. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in  
writing signed by the party against whom enforcement of the change, waiver,     
discharge or termination is sought, and no amendment of this Agreement shall be 
effective until approved in a manner consistent with the 1940 Act and rules and 
regulations thereunder and any applicable SEC exemptive order therefrom.        

   11. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary 
of the Commonwealth of Massachusetts, provides that the name "Scudder Portfolio 
Trust" refers to the Trustees under the Declaration collectively as Trustees and
not as individuals or personally, and that no shareholder of the Fund, or       
Trustee, officer, employee or agent of the Trust, shall be subject to claims    
against or obligations of the Trust or of the Fund to any extent whatsoever, but
that the Trust estate only shall be liable.                                     

  You are hereby expressly put on notice of the limitation of liability as
set forth in the Declaration and you agree that the obligations assumed by the  
Trust on behalf of the Fund pursuant to this Agreement shall be limited in all  
cases to the Fund and its assets, and you shall not seek satisfaction of any    
such obligation from the shareholders or any shareholder of the Fund or any     
other series of the Trust, or from any Trustee, officer, employee or agent of   
the Trust. You understand that the rights and obligations of each Fund, or      
series, under the Declaration are separate and distinct from those of any and   
all other series.                                                               

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12. Miscellaneous. The captions in this Agreement are included for    
convenience of reference only and in no way define or limit any of the          
provisions hereof or otherwise affect their construction or effect. 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.                                                    

     In interpreting the provisions of this Agreement, the definitions contained
in Section 2(a) of the 1940 Act (particularly the definitions of "affiliated    
person," "assignment" and "majority of the outstanding voting securities"), as  
from time to time amended, shall be applied, subject, however, to such          
exemptions as may be granted by the SEC by any rule, regulation or order.       

This Agreement shall be construed in accordance with the laws of the  
Commonwealth of Massachusetts, provided that nothing herein shall be construed  
in a manner inconsistent with the 1940 Act, or in a manner which would cause the
Fund to fail to comply with the requirements of Subchapter M of the Code.       

    This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Trust on behalf of the Fund.        

If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such       
counterpart to the Trust, whereupon this letter shall become a binding contract 
effective as of the date of this Agreement.                                     

 Yours very truly,

                     SCUDDER PORTFOLIO TRUST, on behalf of

            Scudder High Yield Bond Fund

    By: /s/Daniel Pierce
                       ---------------------------------
President       

The foregoing Agreement is hereby accepted as of the date hereof.     

                SCUDDER KEMPER INVESTMENTS, INC.

          By: /s/Stephen R. Beckwith
                       ---------------------------------
 Managing Director

7 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NSAR-B’ Filing		Date		First		Last			Other Filings
		9/30/98		6
Filed on:		5/12/98
For Period end:		2/28/98							24F-2NT,  N-30D,  NT-NSAR
		12/31/97		1					24F-2NT,  497,  N-30D,  NSAR-B,  NT-NSAR
		4/9/96		2
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