SCUDDER FUNDS TRUST
485B24E, 1995-04-17
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        Filed With the Securities and Exchange Commission on April 17, 1995

                                                               File No. 2-73371
                                                               File No. 811-3229

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

          Pre-Effective Amendment No.            
          Post-Effective Amendment No.     21     

                                       and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

          Amendment No. 20

                               Scudder Funds Trust
                               -------------------
               (Exact Name of Registrant as Specified in Charter)

                 Two International Place, Boston, MA 02110-4103
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (617) 295-2567

                               Thomas F. McDonough
                         Scudder, Stevens & Clark, Inc.
                    Two International Place, Boston, MA 02110
                    -----------------------------------------
                     (Name and Address of Agent for Service)

It is proposed that this filing will become effective

          _____     immediately upon filing pursuant to paragraph (b)

            X       on May 1, 1995 pursuant to paragraph (b)

          _____     60 days after filing pursuant to paragraph (a)(i)

          _____     on  ______________ pursuant to paragraph (a)(i)

          _____     75 days after filing pursuant to paragraph (a)(ii)

          _____     on  ______________ pursuant to paragraph (a)(ii) of Rule 485
 
If appropriate, check the following:

          _____     this post-effective amendment designates a new effective
                    date for a previously filed post-effective amendment

The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for the fiscal
year ended December 31, 1994 on February 28, 1995.


<PAGE>
                              SCUDDER FUNDS TRUST

        Calculation of Registration Fee under the Securities Act of 1933
<TABLE>
<CAPTION>

     Title of Securities                              Proposed Maximum       Proposed Maximum
           Being                  Amount            Offering Price Per      Aggregate Offering          Amount of
         Registered           Being Registered           Share (1)             Price (1,2)          Registration Fee (2)
     ------------------      ------------------     ------------------     -------------------     ---------------------  
           Shares of
     Beneficial Interest,
        $.01 Par Value
<S>                                 <C>                     <C>                <C>                     <C>  
 
Scudder Short Term Bond Fund         81,596,400             $10.96             $290,922.24             $100.32

Scudder Zero Coupon 2000 Fund         318,100               $11.24             $290,340.44             $100.12

                                                                                                       -------
                                                                                                       $200.44
</TABLE>

This Post-Effective Amendment No. 21, seeks to register 81,596,400 and 318,100
additional shares of Scudder Short Term Bond Fund and Scudder Zero Coupon 2000
Fund, respectively, under the Securities Act of 1933.

(1)     Computed under Rule 457(d) on the basis of the net asset value per share
        of registrant's shares of beneficial interest at the close of business
        on March 30, 1995. The above calculation shall not be deemed a
        representation as to the actual offering price.
<TABLE>
<CAPTION>
(2)     Calculated pursuant to Rule 24e-2 under the Investment Company Act of 1940.

                                                                            Scudder Short           Scudder Zero
                                                                           Term Bond Fund         Coupon 2000 Fund
         <C>                                                                    <C>                      <C> 
         (a)     Total number of shares redeemed during previous                170,827,860              1,183,352
                 fiscal year

         (b)     Total number of shares included in (a)                               - 0 -                  - 0 -
                 previously used under Rule 24e-2 this fiscal year

         (c)     Total number of shares included in (a)                          89,258,004                891,083
                 previously used under Rule 24f-2(c) this fiscal
                 year

         (d)     Total number of shares included in (a) being                    81,569,856                292,269
                 used to reduce maximum aggregate offering price
                 in this Post-Effective Amendment
</TABLE>

While no fee is required for the 81,569,856 and 292,269 shares of Scudder Short
Term Bond Fund and Scudder Zero Coupon 2000 Fund, respectively, the Registrant
has elected to register for $200.44 an additional 26,544 and 25,831 shares.


<PAGE>

                               SCUDDER FUNDS TRUST
                          SCUDDER SHORT TERM BOND FUND
                              CROSS-REFERENCE SHEET

                           Items Required By Form N-1A

PART A
<TABLE>
<CAPTION>

     Item No.        Item Caption                       Prospectus Caption
     --------        ------------                       ------------------
        <S>          <C>                                <C>
        1.           Cover Page                         COVER PAGE

        2.           Synopsis                           EXPENSE INFORMATION

        3.           Condensed Financial Information    FINANCIAL HIGHLIGHTS

        4.           General Description of             INVESTMENT OBJECTIVE AND POLICIES
                     Registrant                         WHY INVEST IN THE FUND?
                                                        ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
                                                        FUND ORGANIZATION

        5.           Management of the Fund             FINANCIAL HIGHLIGHTS
                                                        A MESSAGE FROM SCUDDER'S
                                                        CHAIRMAN FUND
                                                        ORGANIZATION--Investment
                                                        adviser; Transfer agent
                                                        SHAREHOLDER BENEFITS--A
                                                        team approach to
                                                        investing

        5A.          Management's Discussion of Fund    NOT APPLICABLE
                     Performance

        6.           Capital Stock and Other            DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and
                     Securities                         capital gains distributions
                                                        FUND ORGANIZATION
                                                        TRANSACTION
                                                        INFORMATION--Tax
                                                        information 
                                                        SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information
                                                        Line, Dividend reinvestment plan, T.D.D. service for the
                                                        hearing impaired 
                                                        HOW TO CONTACT SCUDDER

        7.           Purchase of Securities Being       PURCHASES
                     Offered                            FUND ORGANIZATION--Underwriter
                                                        TRANSACTION INFORMATION--Purchasing shares, Share price,
                                                        Processing time, Minimum balances, Third party transactions 
                                                        SHAREHOLDER BENEFITS--Dividend reinvestment plan
                                                        SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
                                                        INVESTMENT PRODUCTS AND SERVICES

        8.           Redemption or Repurchase           EXCHANGES AND REDEMPTIONS
                                                        TRANSACTION INFORMATION--Redeeming shares, Tax 
                                                        identification number, Minimum balances

        9.           Pending Legal Proceedings          NOT APPLICABLE



                            Cross Reference - Page 1
<PAGE>

                          SCUDDER SHORT TERM BOND FUND
                                   (continued)

                           Items Required by Form N-1A
PART B
                                                       Caption in Statement of
    Item No.        Item Caption                       Additional Information
    --------        ------------                       ----------------------

       10.          Cover Page                         COVER PAGE

       11.          Table of Contents                  TABLE OF CONTENTS

       12.          General Information and History    ORGANIZATION OF THE FUNDS

       13.          Investment Objectives and          THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES
                    Policies                           PORTFOLIO TRANSACTIONS--Portfolio Turnover

       14.          Management of the Fund             INVESTMENT ADVISER
                                                       TRUSTEES AND OFFICERS
                                                       REMUNERATION

       15.          Control Persons and Principal      TRUSTEES AND OFFICERS
                    Holders of Securities

       16.          Investment Advisory and Other      INVESTMENT ADVISER
                    Services                           DISTRIBUTOR
                                                       ADDITIONAL INFORMATION--Experts, Other Information

       17.          Brokerage Allocation and Other     PORTFOLIO TRANSACTIONS--Brokerage
                    Practices

       18.          Capital Stock and Other            DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
                    Securities                         ORGANIZATION OF THE FUNDS

       19.          Purchase, Redemption and           PURCHASES
                    Pricing of Securities Being        EXCHANGES AND REDEMPTIONS
                    Offered                            FEATURES AND SERVICES OFFERED BY THE FUNDS--Distribution Plans
                                                       SPECIAL PLAN ACCOUNTS
                                                       NET ASSET VALUE

       20.          Tax Status                         DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
                                                       TAXES

       21.          Underwriters                       DISTRIBUTOR

       22.          Calculation of Performance Data    PERFORMANCE AND OTHER INFORMATION

       23.          Financial Statements               FINANCIAL STATEMENTS


                            Cross Reference - Page 2
<PAGE>

                               SCUDDER FUNDS TRUST
                          SCUDDER ZERO COUPON 2000 FUND
                              CROSS-REFERENCE SHEET

                           Items Required By Form N-1A
PART A
     Item No.        Item Caption                       Prospectus Caption
     --------        ------------                       ------------------

        1.           Cover Page                         COVER PAGE

        2.           Synopsis                           EXPENSE INFORMATION

        3.           Condensed Financial Information    FINANCIAL HIGHLIGHTS

        4.           General Description of             INVESTMENT OBJECTIVE
                     Registrant                         INVESTING IN ZERO COUPON SECURITIES
                                                        WHY INVEST IN THE FUND?
                                                        ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
                                                        SPECIALIZED INVESTMENT TECHNIQUES
                                                        FUND ORGANIZATION

        5.           Management of the Fund             FINANCIAL HIGHLIGHTS
                                                        A MESSAGE FROM SCUDDER'S CHAIRMAN 
                                                        FUND ORGANIZATION--Investment adviser; Transfer agent
                                                        SHAREHOLDER BENEFITS--A team approach to investing

        5A.          Management's Discussion of Fund    NOT APPLICABLE
                     Performance

        6.           Capital Stock and Other            FUND ORGANIZATION
                     Securities                         DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends and
                                                        capital gains distributions
                                                        TRANSACTION INFORMATION--Tax information
                                                        SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated Information
                                                        Line, Dividend reinvestment plan, T.D.D. service for the
                                                        hearing impaired
                                                        HOW TO CONTACT SCUDDER

        7.           Purchase of Securities Being       PURCHASES
                     Offered                            FUND ORGANIZATION--Underwriter
                                                        TRANSACTION
                                                        INFORMATION--Purchasing shares, Share price, Processing time, Minimum
                                                        balances, Third party transactions 
                                                        SHAREHOLDER BENEFITS--Dividend reinvestment plan
                                                        SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
                                                        INVESTMENT PRODUCTS AND SERVICES


        8.           Redemption or Repurchase           EXCHANGES AND REDEMPTIONS
                                                        TRANSACTION INFORMATION--Redeeming shares, Tax identification
                                                        number, Minimum balances

        9.           Pending Legal Proceedings          NOT APPLICABLE


                            Cross Reference - Page 3
<PAGE>

                          SCUDDER ZERO COUPON 2000 FUND
                                   (continued)

                           Items Required by Form N-1A
PART B
                                                       Caption in Statement of
    Item No.        Item Caption                       Additional Information
    --------        ------------                       ----------------------

       10.          Cover Page                         COVER PAGE

       11.          Table of Contents                  TABLE OF CONTENTS

       12.          General Information and History    ORGANIZATION OF THE FUNDS

       13.          Investment Objectives and          THE FUNDS' INVESTMENT OBJECTIVES
                    Policies                           AND POLICIES
                                                       PORTFOLIO TRANSACTIONS--Portfolio Turnover

       14.          Management of the Fund             INVESTMENT ADVISER
                                                       TRUSTEES AND OFFICERS
                                                       REMUNERATION

       15.          Control Persons and Principal      TRUSTEES AND OFFICERS
                    Holders of Securities

       16.          Investment Advisory and Other      INVESTMENT ADVISER
                    Services                           DISTRIBUTOR
                                                       ADDITIONAL INFORMATION--Experts, Other Information

       17.          Brokerage Allocation and Other     PORTFOLIO TRANSACTIONS--Brokerage
                    Practices

       18.          Capital Stock and Other            DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
                    Securities                         ORGANIZATION OF THE FUNDS

       19.          Purchase, Redemption and           PURCHASES
                    Pricing of Securities Being        EXCHANGES AND REDEMPTIONS
                    Offered                            FEATURES AND SERVICES OFFERED BY THE FUNDS--Distribution Plans
                                                       SPECIAL PLAN ACCOUNTS
                                                       NET ASSET VALUE

       20.          Tax Status                         DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
                                                       TAXES

       21.          Underwriters                       DISTRIBUTOR

       22.          Calculation of Performance Data    PERFORMANCE AND OTHER INFORMATION

       23.          Financial Statements               FINANCIAL STATEMENTS

</TABLE>


                            Cross Reference - Page 4
<PAGE>

This prospectus sets forth concisely the information about Scudder Short Term
Bond Fund, a series of Scudder Funds Trust,    an open-end management investment
company,     that a prospective investor should know before investing. Please
retain it for future reference.

If you require more detailed information, a Statement of Additional Information
dated May 1,    1995    , as amended from time to time, may be obtained without
charge by writing Scudder Investor Services, Inc., Two International Place,
Boston, MA 02110-4103 or calling 1-800-225-2470. The Statement, which is
incorporated by reference into this prospectus, has been filed with the
Securities and Exchange Commission.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Contents--see page 4.

Scudder
Short Term
Bond Fund

Prospectus
May 1,    1995    

A pure no-load(tm) (no sales charges) mutual fund series which seeks to provide
a high level of income consistent with a high degree of principal stability.
<PAGE>

Expense information

How to compare a Scudder pure no-load(tm) fund

This information is designed to help you understand the various costs and
expenses of investing in Scudder Short Term Bond Fund (the "Fund"). By reviewing
this table and those in other mutual funds' prospectuses, you can compare the
Fund's fees and expenses with those of other funds. With Scudder's pure
no-load(tm) funds, you pay no commissions to purchase or redeem shares, or to
exchange from one fund to another. As a result, all of your investment goes to
work for you.

1)   Shareholder transaction expenses: Expenses charged directly to your
     individual account in the Fund for various transactions.

     Sales commissions to purchase shares (sales load)      NONE
     Commissions to reinvest dividends                      NONE
     Redemption fees                                        NONE*
     Fees to exchange shares                                NONE

2)   Annual Fund operating expenses: Expenses paid by the Fund before it
     distributes its net investment income, expressed as a percentage of the
     Fund's average daily net assets for the fiscal year ended December 31,
        1994    .

     Investment management fee                   0.46    %
     12b-1 fees                               NONE
     Other expenses                              0.27    %
                                              -----------
     Total Fund operating expenses               0.73    %
                                              -----------

Example

Based on the level of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by the Fund before it distributes its net
investment income to shareholders. (As noted above, the Fund has no redemption
fees of any kind.)

         1 Year        3 Years        5 Years        10 Years
         ------        -------        -------        --------
           $7         $   23         $   41         $   91    

See "Fund organization--Investment adviser" for further information about the
investment management fee. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.

*        You may redeem by writing or calling the Fund or by "Write-A-Check." If
         you wish to receive  redemption  proceeds via wire,  there is a $5 wire
         service fee. For additional  information,  please refer to "Transaction
         information--Redeeming shares."

       


                                       2
<PAGE>

<TABLE>
<CAPTION>

Financial highlights

   
The following table includes  selected data for a share  outstanding  throughout
each period and other performance information derived from the audited financial
statements.  If you would like more detailed  information  concerning the Fund's
performance,  a complete portfolio listing and audited financial  statements are
available  in the  Fund's  Annual  Report  dated  December  31,  1994 and may be
obtained without charge by writing or calling Scudder Investor Services, Inc.


                                                        Years Ended December 31,
                                -------------------------------------------------------------------------------------
                                  1994    1993(c)  1992    1991    1990    1989    1988    1987    1986    1985
                                -------------------------------------------------------------------------------------
<S>                             <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Net asset value,
 beginning of period. . . . .   $12.01  $11.93   $12.25  $11.72  $11.71  $11.19  $11.23  $11.92  $11.35  $10.26
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Income from investment
 operations:
 Net investment income (a). .      .81     .87      .97    1.08    1.09     .83     .73     .74     .81     .96
 Net realized and
   unrealized gains
   (losses) . . . . . . . . .    (1.15)    .08     (.33)    .53     .01     .61    (.04)   (.58)    .78    1.09
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Total from investment
 transactions   . . . . . . .     (.34)    .95      .64    1.61    1.10    1.44     .69     .16    1.59    2.05
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Less distributions from:
 Net investment income. . . .     (.64)   (.80)    (.96)  (1.08)  (1.09)   (.83)   (.73)   (.74)   (.81)   (.96)
 Net realized gains . . . . .       --    (.03)      --      --      --    (.09)     --    (.11)   (.21)     --
 In excess of gains . . . . .       --    (.04)      --      --      --      --      --      --      --      --
 Tax return of capital. . . .     (.12)     --       --      --      --      --      --      --      --      --
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Total distributions . . . . .     (.76)   (.87)    (.96)  (1.08)  (1.09)   (.92)   (.73)   (.85)  (1.02)   (.96)
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Net asset value,
 end of period  . . . . . . .   $10.91  $12.01   $11.93  $12.25  $11.72  $11.71  $11.19  $11.23  $11.92  $11.35
                                ======  ======   ======  ======  ======  ======  ======  ======  ======  ======
TOTAL RETURN (%)  . . . . . .    (2.87)   8.18     5.43   14.38    9.88   13.20    6.10    1.40   14.70   20.30
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
 ($ millions)   . . . . . . .    2,136   3,190    2,862   2,247     340      72      10      10       8       5
Ratio of operating
 expenses net, to average
 net assets (%)(a)  . . . . .      .73     .68      .75     .44     .16     .36    1.50    1.45    1.45    1.27
Ratio of net investment
 income to average
 net assets (%)   . . . . . .     6.93    7.21     8.01    8.96    9.36    7.97    6.48    6.34    6.89    8.82
Portfolio turnover rate (%) .     65.3    66.1     83.7(b) 41.0    52.9    40.0    23.5    28.7    15.6    58.1
<FN>
(a) Portion of expenses
     reimbursed by the
     Adviser  . . . . . . . .   $   --  $   --   $   --   $  --  $  .02  $  .10   $ .04  $  .04   $  --    $.02
    Management fee not
     imposed by the
     Adviser (Note C) . . . .   $   --  $   --   $   --   $ .06  $  .07  $  .05   $  --   $  --   $ .01    $.07
    Ratio of operating expenses, including expenses reimbursed, management fee and other expenses not imposed, 
     to average daily net assets aggregated .78%, 1% and 1.19% for the years ended December 31, 1992, 1991 
     and 1990, respectively.
(b) The high turnover rate reflects an increase in principal prepayments on
     mortgage securities in the Fund.
(c) Per share amounts have been calculated using weighted average shares outstanding.  
    
</TABLE>



                                       3
<PAGE>

A message from Scudder's chairman

Scudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of
Funds, was founded in 1919. We offered America's first no-load mutual fund in
1928. Today, we manage in excess of $90 billion for many private accounts and
over 50 mutual fund portfolios. We manage the mutual funds in a special program
for the American Association of Retired Persons, as well as the fund options
available through Scudder Horizon Plan, a tax-advantaged variable annuity. We
also advise The Japan Fund and nine closed-end funds that invest in countries
around the world.

The Scudder Family of Funds is designed to make investing easy and less costly.
It includes money market, tax free, income and growth funds as well as IRAs,
401(k)s, Keoghs and other retirement plans.

Services available to all shareholders include toll-free access to    the    
professional service representatives    of Scudder Investor Relations    , easy
exchange among funds, shareholder reports, informative newsletters and the
walk-in convenience of Scudder Funds Centers.

All Scudder mutual funds are pure no-load(tm). This means you pay no commissions
to purchase or redeem your shares or to exchange from one fund to another. There
are no "12b-1" fees either, which many other funds now charge to support their
marketing efforts. All of your investment goes to work for you. We look forward
to welcoming you as a shareholder.

                              /s/Daniel Pierce


Scudder Short Term Bond Fund

Investment objective

*        a high  level of income  consistent  with a high  degree  of  principal
         stability

Investment characteristics

*        designed  to  provide a higher  and more  stable  level of income  than
         typically  provided  by  money  market  investments,   yet  more  price
         stability than investments in intermediate-and long-term bonds

*        investments primarily in high quality, short-term bonds

*        average portfolio effective maturity will not exceed three years

*        dividends declared daily and paid monthly

*        daily liquidity at current net asset value


     
     Contents

Investment objective and policies                               5
Why invest in the Fund?                                         6
Additional information about policies and investments           7
Distribution and performance information                       11
Purchases                                                      12
Exchanges and redemptions                                      13
Fund organization                                              14
Transaction information                                        15
Shareholder benefits                                       17    
Trustees and Officers                                          21
Investment products and services                               22
How to contact Scudder                                         23



                                       4
<PAGE>


Investment objective and policies

Scudder Short Term Bond Fund (the "Fund"), a    diversified     series of
Scudder Funds Trust, is a pure no-load(tm)        mutual fund designed for
investors seeking:

*    a higher and more stable level of income than normally provided by money
market investments; and

*    more price stability than investments in intermediate- and long-term bonds.

The Fund's objective is to provide a high level of income consistent with a high
degree of principal stability by investing primarily in high quality, short-term
bonds. The dollar-weighted average effective maturity of the Fund's portfolio
may not exceed three years. Within this limitation, the Fund may purchase
individual securities with    remaining stated     maturities greater than three
years.

Except as otherwise indicated, the Fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders. Shareholders
will receive written notice of any changes in the Fund's objective. If there is
a change in investment objective, shareholders should consider whether the Fund
remains an appropriate investment in light of their then current financial
position and needs. There can be no assurance that the Fund's objective will be
met.

Investments

The Fund invests at least 65% of its net assets in a managed portfolio of bonds
consisting of:

*    U.S. Government securities, including bonds, notes and bills issued by the
U.S. Treasury, and securities issued by agencies and instrumentalities of the
U.S. Government;

*    Corporate debt securities, such as bonds, notes and debentures;

*    Mortgage-backed securities; and

*    Other asset-backed securities.

Other eligible investments for the Fund are as follows:

*    Money market instruments which are comprised of commercial paper, bank
obligations (i.e., certificates of deposit and bankers' acceptances) and
repurchase agreements;

*    Privately placed obligations (including restricted securities); and

*    Foreign securities, including non-U.S. dollar-denominated securities and
U.S. dollar-denominated debt securities issued by foreign issuers and foreign
branches of U.S. banks.

In addition, the Fund may purchase securities on a when-issued or forward
delivery basis and use other investment strategies. See "Additional information
about policies and investments" for more information.

To meet its objective, the Fund's investment adviser, Scudder, Stevens & Clark,
Inc. (the "Adviser"), actively manages the Fund's portfolio. Investment
decisions are based on general economic and financial trends, such as domestic
and international economic developments, the outlook for the securities markets,
the level of interest rates and inflation, the supply and demand of debt
securities, and other factors. The composition of the Fund's portfolio is also
determined by individual security analysis. The Adviser's team of experienced
credit analysts actively monitors the credit quality of the investments of the
Fund.       

The net asset value of the Fund is expected to fluctuate with changes in
interest rates and bond market conditions, although this fluctuation should be
more moderate than that of a fund with a longer average maturity. The Adviser,
however, will attempt to    reduce     principal fluctuation through, among
other things, diversification,        credit analysis and security selection,
and adjustment of the Fund's average portfolio maturity. In periods of rising
interest rates and falling bond prices, the Adviser may shorten the Fund's


                                       5
<PAGE>

average maturity to minimize the effect of declining bond values on the Fund's
net asset value. Conversely, during times of falling rates and rising prices, a
longer average maturity of up to three years may be sought.    When     the
Adviser    believes     economic or other conditions warrant, for temporary
defensive purposes the Fund may invest more than 35% of its assets in money
market instruments.

The Fund's securities generally offer less current yield than securities of
lower quality (rated below BBB/Baa) or longer maturity, but lower-quality
securities generally have less liquidity, and both    tend to     have greater
credit and market risk, and consequently more price volatility.

It is against the Fund's policy to make changes in the portfolio for short-term
trading purposes. However, the Fund may take advantage of opportunities provided
by temporary dislocations in the market to maintain principal stability or
enhance income.

High quality securities

The Fund emphasizes high quality investments. At least 65% of the Fund's net
assets will be invested in (1) obligations of the U.S. Government, its agencies
or instrumentalities, and (2) debt securities rated, at the time of purchase, in
one of the two highest    ratings     categories of Standard & Poor's       
("S&P") (AAA or AA) or Moody's Investors Service, Inc. ("Moody's") (Aaa or Aa)
or, if not rated, judged to be of comparable quality by the Adviser. In
addition, the Fund will not invest in any debt security rated at the time of
purchase lower than BBB by S&P or Baa by Moody's, or of equivalent quality as
determined by the Adviser. Should the rating of a portfolio security be
downgraded, the Adviser will determine whether it is in the best interest of the
Fund to retain or dispose of the security.

The U.S. Government securities in which the Fund may invest include (1)
securities issued and backed by the full faith and credit of the U.S.
Government, such as U.S. Treasury bills, notes and bonds; (2) securities,
including mortgage-backed securities, issued by an agency or instrumentality of
the U.S. Government, including those backed by the full faith and credit of the
U.S. Government, such as securities of the Export-Import Bank of the United
States, the General Services Administration and the Government National Mortgage
Association, and those issued by agencies and instrumentalities, such as Federal
Home Loan Banks and the Federal Home Loan Mortgage Corporation which, while
neither direct obligations of nor guaranteed by the U.S. Government, are backed
by the credit of the issuer itself and may be supported as well by the issuer's
right to borrow from the U.S. Treasury; and (3) securities of the U.S.
Government, its agencies or instrumentalities on a when-issued or forward
delivery basis. In addition, the Fund may invest in repurchase agreements with
respect to U.S. Government securities.


Why invest in the Fund?

Scudder Short Term Bond Fund is designed for individuals, institutions and
corporations seeking a high level of income compared to money market funds,
consistent with a high degree of principal stability for their investments
compared to that of longer-term fixed-income investments. Investors may choose
this Fund as a complement to money market funds. Money market funds are managed
for total price stability but generally tend to offer somewhat lower yields than
this Fund. Further, the Fund may appeal to investors favoring a more stable
investment and willing to accept somewhat lower yields than they might
       normally expect from a longer-term bond fund.

Investors will also benefit from the convenience, cost-savings and professional


                                       6
<PAGE>

management of a no-load mutual fund. Scudder, Stevens & Clark, Inc. has been
researching and managing fixed-income investments since 1929 and currently
oversees more than $   40     billion in U.S. and foreign bonds.

In addition, the Fund offers all the benefits of the Scudder Family of Funds.
Scudder, Stevens & Clark, Inc. manages a diverse family of pure no-load(tm)
funds and provides a wide range of services to help investors meet their
investment needs. Please refer to "Investment products and services" for
additional information.


Additional information about policies and investments

Investment restrictions

The Fund has adopted certain fundamental policies which may not be changed
without a vote of shareholders and which are designed to reduce the Fund's
investment risk.

The Fund may not borrow money except as a temporary measure for extraordinary or
emergency purposes or except in connection with reverse repurchase agreements,
   and may not     make loans except through the lending of portfolio
securities,    the     purchase of debt securities or through repurchase
agreements.

In addition, as a matter of nonfundamental policy, the Fund may not invest more
than 10% of its net assets        in securities which are not readily
marketable,    restricted securities and     repurchase agreements maturing in
more than seven days. The Fund may not invest more than 5% of its total assets
in restricted securities.

A complete description of these and other policies and restrictions is contained
under "Investment Restrictions" in the Fund's Statement of Additional
Information.

When-issued securities

The Fund may purchase securities on a when-issued or forward delivery basis, for
payment and delivery at a later date. The price and yield are generally fixed on
the date of commitment to purchase. During the period between purchase and
settlement, no interest accrues to the Fund. At the time of settlement, the
market value of the security may be more or less than the purchase price.

Repurchase agreements

As a means of earning income for periods as short as overnight, the Fund may
enter into repurchase agreements with selected banks and broker/dealers. Under a
repurchase agreement, the Fund acquires securities, subject to the seller's
agreement to repurchase them at a specified time and price. The Fund may also
enter into repurchase commitments for investment purposes for periods of 30 days
or more. Such commitments involve investment risk similar to that of debt
securities in which the Fund invests.

Mortgage and other asset-backed securities

The Fund may invest in mortgage-backed securities, which are securities
representing interests in pools of mortgage loans. These securities provide
shareholders with payments consisting of both interest and principal as the
mortgages in the underlying mortgage pools are paid off.

The timely payment of principal and interest on mortgage-backed securities
issued or guaranteed by the Government National Mortgage Association ("GNMA") is
backed by GNMA and the full faith and credit of the U.S. Government. These
guarantees, however, do not apply to the market value or yield of
mortgage-backed securities or to the value of Fund shares. Also, GNMA and other
mortgage-backed securities may be purchased at a premium over the maturity value
of the underlying mortgages. This premium is not guaranteed and will be lost if
prepayment occurs. In addition, the Fund may invest in mortgage-backed
securities issued by other issuers, such as the Federal National Mortgage
Association (   "    FNMA   "    ), which are not guaranteed by the U.S.
Government. Moreover, the Fund may invest in debt securities which are secured


                                       7
<PAGE>

with collateral consisting of mortgage-backed securities and in other types of
mortgage-related securities.

The Fund may also invest in securities representing interests in pools of
certain other consumer loans, such as automobile loans or credit card
receivables. In some cases, principal and interest payments are partially
guaranteed by a letter of credit from a financial institution.

Dollar roll transactions

The Fund may enter into dollar roll transactions with selected banks and
broker/dealers. Dollar roll transactions are treated as reverse repurchase
agreements for purposes of the Fund's borrowing restrictions and consist of the
sale by the Fund of mortgage-backed securities, together with a commitment to
purchase similar, but not identical, securities at a future date at the same
price. In addition, the Fund is paid a fee as consideration for entering into
the commitment to purchase. Dollar rolls may be renewed after cash settlement
and initially involve only a firm commitment agreement by the Fund to buy the
securities.

Convertible securities

The Fund may invest in convertible securities which may offer higher income than
the common stocks into which they are convertible. The convertible securities in
which the Fund may invest    include     bonds, notes, debentures and preferred
stocks which may be converted or exchanged at a stated or determinable exchange
ratio into underlying shares of common stock. Prior to their conversion,
convertible securities may have characteristics similar to nonconvertible
securities.

Foreign securities

While the Fund generally emphasizes investments in U.S. Government securities
and companies domiciled in the U.S., it may invest in foreign securities of the
same types and quality as the domestic securities in which the Fund may invest
when the anticipated performance of foreign securities is believed by the
Adviser to offer more potential than domestic alternatives in keeping with the
investment objective of the Fund. Foreign securities may be denominated either
in U.S. dollars or foreign currencies.

Indexed securities

The Fund may invest in indexed securities, the value of which is linked to
currencies, interest rates, commodities, indices or other financial indicators
("reference instruments"). The interest rate or (unlike most fixed-income
securities) the principal amount payable at maturity of an indexed security may
be increased or decreased, depending on changes in the value of the reference
instrument.

Strategic Transactions    and derivatives    

The Fund may, but is not required to, utilize various other investment
strategies as described below to hedge various market risks (such as interest
rates, currency exchange rates, and broad or specific equity or fixed-income
market movements), to manage the effective maturity or duration of the Fund's
portfolio or to enhance potential gain.    These strategies may be executed
through the use of derivative contracts.     Such strategies are generally
accepted as    a part of     modern portfolio management and are regularly
utilized by many mutual funds and other institutional investors. Techniques and
instruments may change over time as new instruments and strategies are developed
or regulatory changes occur.

In the course of pursuing these investment strategies, the Fund may purchase and
sell exchange-listed and over-the-counter put and call options on securities,
equity and fixed-income indices and other financial instruments, purchase and
sell financial futures contracts and options thereon, enter into various
interest rate transactions such as swaps, caps, floors or collars, and enter


                                       8
<PAGE>

into various currency transactions such as currency forward contracts, currency
futures contracts, currency swaps or options on currencies or currency futures
(collectively, all the above are called "Strategic Transactions").

Strategic Transactions may be used    without limit     to attempt to protect
against possible changes in the market value of securities held in or to be
purchased for the Fund's portfolio resulting from securities markets or currency
exchange rate fluctuations, to protect the Fund's unrealized gains in the value
of its portfolio securities, to facilitate the sale of such securities for
investment purposes, to manage the effective maturity or duration of the Fund's
portfolio, or to establish a position in the derivatives markets as a temporary
substitute for purchasing or selling particular securities. Some Strategic
Transactions may also be used to enhance potential gain although no more than 5%
of the Fund's assets will be committed to Strategic Transactions entered into
for non-hedging purposes. Any or all of these investment techniques may be used
at any time    and in any combination,     and there is no particular strategy
that dictates the use of one technique rather than another, as use of any
Strategic Transaction is a function of numerous variables including market
conditions. The ability of the Fund to utilize these Strategic Transactions
successfully will depend on the Adviser's ability to predict pertinent market
movements, which cannot be assured. The Fund will comply with applicable
regulatory requirements when implementing these strategies, techniques and
instruments. Strategic Transactions involving financial futures and options
thereon will be purchased, sold or entered into only for bona fide hedging, risk
management or portfolio management purposes and not for speculative purposes.
Please refer to "Risk factors--Strategic Transactions    and derivatives    " 
for more information.

Risk factors

The Fund's risks are determined by the nature of the securities held and the
portfolio management strategies used by the Adviser. The following are
descriptions of certain risks related to the investments and techniques that the
Fund may use from time to time.

Debt securities. Securities rated BBB by S&P or Baa by Moody's are neither
highly protected nor poorly secured. These securities normally pay higher yields
but involve potentially greater price variability than higher-quality
securities. These securities are regarded as having adequate capacity to repay
principal and pay interest, although adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to do so. Moody's
considers bonds it rates Baa to have speculative elements as well as
investment-grade characteristics.

Repurchase agreements. If the seller under a repurchase agreement becomes
insolvent, the Fund's right to dispose of the securities may be restricted   ,
or the value of the securities may decline before the Fund is able to dispose of
them    . In the event of the commencement of bankruptcy or insolvency
proceedings    with respect to     the seller of the securities before
repurchase of the securities under a repurchase agreement, the Fund may
encounter delay and incur costs, including a decline in the value of    the    
securities   ,     before being able to sell the securities.

Mortgage-backed securities. Unscheduled or early payments on the underlying
mortgages may shorten the securities' effective maturities and lessen their
growth potential. The Fund may agree to purchase or sell these securities with
payment and delivery taking place at a future date. A decline in interest rates
may lead to a faster rate of repayment of the underlying mortgages, and expose
the Fund to a lower rate of return upon reinvestment. To the extent that such


                                       9
<PAGE>

mortgage-backed securities are held by the Fund, the prepayment right of
mortgagors may limit the increase in net asset value of the Fund because the
value of the mortgage-backed securities held by the Fund may not appreciate as
rapidly as the price of non-callable debt securities.

Other asset-backed securities. In addition to prepayment risk, securities
representing pools of certain consumer loans present certain risks that are not
presented by mortgage-backed securities. These securities may not have the
benefit of any security interest in the underlying assets. Also, there is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on these securities.

Dollar roll transactions. If the broker/dealer to whom the Fund sells the
securities underlying a dollar roll transaction becomes insolvent, the Fund's
right to purchase or repurchase the securities may be restricted; the value of
the securities may change adversely over the term of the dollar roll; the
securities that the Fund is required to repurchase may be worth less than
securities that the Fund originally held, and the return earned by the Fund with
the proceeds of a dollar roll may not exceed transaction costs.

Foreign securities. Investments in foreign securities involve special
considerations due to limited information, higher brokerage costs, different
accounting standards, thinner trading markets as compared to domestic markets
and the likely impact of foreign taxes on the yield from debt securities. They
may also entail other risks, such as the possibility of one or more of the
following: imposition of dividend or interest withholding or confiscatory taxes;
currency blockages or transfer restrictions; expropriation, nationalization or
other adverse political or economic developments; less government supervision
and regulation of securities exchanges, brokers and listed companies; and the
difficulty of enforcing obligations in other countries. Purchases of foreign
securities are usually made in foreign currencies and, as a result, the Fund may
incur currency conversion costs and may be affected favorably or unfavorably by
changes in the value of foreign currencies against the U.S. dollar.

   
Further, it may be more difficult for the Fund's agents to keep currently
informed about corporate actions which may affect the prices of portfolio
securities. Communications between the U.S. and foreign countries may be less
reliable than within the U.S., increasing the risk of delayed settlements of
portfolio transactions or loss of certificates for portfolio securities. The
Fund's ability and decisions to purchase and sell portfolio securities may be
affected by laws or regulations relating to the convertibility and repatriation
of assets. These risks may be more acute in the case of developing countries.
    

Indexed securities. Indexed securities may be positively or negatively indexed,
so that appreciation of the reference instrument may produce an increase or a
decrease in the interest rate or value at maturity of the security. In addition,
the change in the interest rate or value at maturity of the security may be some
multiple of the change in the value of the reference instrument. Thus, in
addition to the credit risk of the security's issuer, the Fund will bear the
market risk of the reference instrument.

Strategic Transactions    and derivatives    . Strategic Transactions   ,
including derivative contracts,     have risks associated with them including
possible default by the other party to the transaction, illiquidity and, to the
extent the Adviser's view as to certain market movements is incorrect, the risk
that the use of such Strategic Transactions could result in losses greater than
if they had not been used. Use of put and call options may result in losses to


                                       10
<PAGE>

the Fund, force the sale or purchase of portfolio securities at inopportune
times or for prices higher than (in the case of put options) or lower than (in
the case of call options) current market values, limit the amount of
appreciation the Fund can realize on its investments or cause the Fund to hold a
security it might otherwise sell. The use of currency transactions can result in
the Fund incurring losses as a result of a number of factors including the
imposition of exchange controls, suspension of settlements        or the
inability to deliver or receive a specified currency. The use of options and
futures transactions entails certain other risks. In particular, the variable
degree of correlation between price movements of futures contracts and price
movements in the related portfolio position of the Fund creates the possibility
that losses on the hedging instrument may be greater than gains in the value of
the Fund's position. In addition, futures and options markets may not be liquid
in all circumstances and certain over-the-counter options may have no markets.
As a result, in certain markets, the Fund might not be able to close out a
transaction without incurring substantial losses, if at all. Although the use of
futures contracts and options transactions for hedging should tend to minimize
the risk of loss due to a decline in the value of the hedged position, at the
same time they tend to limit any potential gain which might result from an
increase in value of such position. Finally, the daily variation margin
requirements for futures contracts would create a greater ongoing potential
financial risk than would purchases of options, where the exposure is limited to
the cost of the initial premium. Losses resulting from the use of Strategic
Transactions would reduce net asset value, and possibly income, and such losses
can be greater than if the Strategic Transactions had not been utilized. The
Strategic Transactions that the Fund may use and some of their risks are
described more fully in the Fund's Statement of Additional Information.


Distribution and performance information

Dividends and capital gains distributions

The Fund's dividends from    net investment     income are declared daily and
distributed monthly. The Fund intends to distribute net realized capital gains
after utilization of capital loss carryforwards, if any, in November or December
to prevent application of a federal excise tax, although an additional
distribution may be made within three months of the Fund's fiscal year end, if
necessary. Any dividends or capital gains distributions declared in October,
November or December with a record date in such a month and paid during the
following January will be treated by shareholders for federal income tax
purposes as if received on December 31 of the calendar year declared. According
to preference, shareholders may receive distributions in cash or have them
reinvested in additional shares of the Fund. If an investment is in the form of
a retirement plan, all dividends and capital gains distributions will be
reinvested into the shareholder's account.

Generally, dividends from net investment income are taxable to shareholders as
ordinary income. Long-term capital gains distributions, if any, are taxable as
long-term capital gains regardless of the length of time shareholders have owned
shares. Short-term capital gains and any other taxable income distributions are
taxable as ordinary income. It is not expected that dividends will qualify for
the dividends-received deduction for corporations.

The Fund sends detailed tax information to its shareholders about the amount and
type of its distributions by January 31 of the following year.

Performance information

From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature or shareholder reports.

(Continued on page 14)


                                       11
<PAGE>

Purchases

Opening an account

Minimum initial investment: $1,000; IRAs $500

Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums.
See appropriate plan literature.

Make checks payable to "The Scudder Funds."

*    By Mail

     Send your completed and signed application and check

     by regular mail to:      or     by express,
                                     registered, or
                                     certified mail to:
                                     
     The Scudder Funds               The Scudder Funds
     P.O. Box 2291                   1099 Hingham Street
     Boston, MA                      Rockland, MA
     02107-2291                      02370-1052

*    By Wire

     Please see Transaction information--Purchasing shares   --By wire    
     following these tables for details, including the ABA wire transfer number.
     Then call 1-800-225-5163 for instructions.

*    In Person

     Visit one of our Funds Centers to complete your application with the help
     of a Scudder representative. Funds Center locations are listed under
     Shareholder benefits.

Purchasing additional shares

Minimum additional investment: $100; IRAs $50

Group retirement plans (401(k), 403(b), etc.) have similar or lower minimums.
See appropriate plan literature.

Make checks payable to "The Scudder Funds."

*    By Mail

     Send a check with a Scudder investment slip, or with a letter of
     instruction including your account number and the complete Fund name, to
     the appropriate address listed above.

*    By Wire

     Please see Transaction information--Purchasing shares   --By wire    
     following these tables for details, including the ABA wire transfer number.

*    In Person

     Visit one of our Funds Centers to make an additional investment in your
     Scudder fund account. Funds Center locations are listed under Shareholder
     benefits.

*    By Automatic Investment Plan ($50 minimum)

     You may arrange to make investments on a regular basis through automatic
     deductions from your bank checking account. Please call 1-800-225-5163 for
     more information and an enrollment form.


                                       12
<PAGE>

Exchanges and redemptions

Exchanging shares

Minimum investments: $1,000 to establish a new account; $100 to exchange among
existing accounts

*    By    Tele    phone

     To speak with a service representative, call 1-800-225-5163 from 8 a.m. to
        8     p.m. eastern time or to access SAIL(tm), Scudder's Automated
     Information Line, call 1-800-343-2890 (24 hours a day).

*    By Mail or Fax

     Print or type your instructions and include:
     
     -    the name of the Fund and the account number you are exchanging from;
     -    your name(s) and address as they appear on your account;
     -    the dollar amount or number of shares you wish to exchange;
     -    the name of the Fund you are exchanging into; and
     -    your signature(s) as it appears on your account and a daytime
          telephone number.

     Send your instructions

     by regular mail to:   or   by express,           or    by fax to:
                                registered, or
                                certified mail to:
                                                            
     The Scudder Funds          The Scudder Funds           1-800-821-6234
     P.O. Box 2291              1099 Hingham Street
     Boston, MA                 Rockland, MA
     02107-2291                 02370-1052

Redeeming shares

*    By    Tele    phone

     To speak with a service representative, call 1-800-225-5163 from 8 a.m. to
        8     p.m. eastern time or to access SAIL(tm), Scudder's Automated
     Information Line, call 1-800-343-2890 (24 hours a day). You may    have
     redemption proceeds sent     to your predesignated bank account,    or
     redemption proceeds of     up to $50,000    sent     to your address of
     record.

*    By "Write- A-Check"

     You may redeem shares by writing checks against your account balance as
     often as you like for at least $100, but not more than $5,000,000.

*    By Mail or Fax

     Send your instructions for redemption to the appropriate address or fax
     number above and include:
     
     -    the name of the Fund and account number you are redeeming from;
     -    your name(s) and address as they appear on your account;
     -    the dollar amount or number of shares you wish to redeem; and
     -    your signature(s) as it appears on your account and a daytime
          telephone number.

A signature guarantee is required for redemptions over $50,000. See Transaction
information--Redeeming shares following these tables.

*    By Automatic Withdrawal Plan

     You may arrange to receive automatic cash payments periodically if the
     value of your account is $10,000 or more. Call 1-800-225-5163 for more
     information and an enrollment form.


                                       13
<PAGE>

(Continued from page 11)

All performance figures are historical, show the performance of a hypothetical
investment and are not intended to indicate future performance. The "yield" of
the Fund refers to income generated by an investment in the Fund over a
specified 30-day (one month) period. Yield is expressed as an annualized
percentage. The "effective yield" of the Fund is expressed similarly but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested and will reflect the effects of compounding. "Total return" is the
change in value of an investment in the Fund for a specified period. The
"average annual total return" of the Fund is the average annual compound rate of
return of an investment in the Fund assuming the investment has been held for
one year, five years and    ten years     as of a stated ending date.
"Cumulative total return" represents the cumulative change in value of an
investment in the Fund for various periods. Total return calculations assume
that all dividends and capital gains distributions during the period were
reinvested in shares of the Fund. Performance will vary based upon, among other
things, changes in market conditions and the level of the Fund's expenses.


Fund organization

Scudder Short Term Bond Fund is a diversified series of Scudder Funds Trust (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). The Trust was organized as a
Massachusetts business trust in July 1981 and changed its name from Scudder
Target Fund to its current name effective July 3, 1989.

The Fund's name and investment objective also were changed to the current ones
effective July 3, 1989.

The Fund's activities are supervised by the Trust's Board of Trustees.
Shareholders have one vote for each share held on matters on which they are
entitled to vote. The Fund is not required to and has no current intention of
holding annual shareholder meetings, although special meetings may be called for
purposes such as electing or removing Trustees, changing fundamental investment
policies or approving an investment advisory contract. Shareholders will be
assisted in communicating with other shareholders in connection with removing a
Trustee as if Section 16(c) of the 1940 Act were applicable.

Investment adviser

The Fund retains the investment management firm of Scudder, Stevens & Clark,
Inc., a Delaware corporation, to manage the Fund's daily investment and business
affairs subject to the policies established by the Board of Trustees. The
Trustees have overall responsibility for the management of the Fund under
Massachusetts law.

The Adviser receives an investment management fee for these services       . The
fee is graduated so that increases in the Fund's net assets may result in a
lower annual fee rate and decreases in the Fund's net assets may result in a
higher annual fee rate.

The fee is payable monthly, provided that the Fund will make such interim
payments as may be requested by the Adviser not to exceed 75% of the amount of
the fee then accrued on the books of the Fund and unpaid.

For the year ended December 31,    1994     the Adviser received an investment
management fee of    0.46    % of the Fund's average daily net assets on an
annual basis.

All of the Fund's expenses are paid out of gross investment income. Shareholders
pay no direct charges or fees for investment or administrative services.

Scudder, Stevens & Clark, Inc. is located at Two International Place, Boston,
Massachusetts.


                                       14
<PAGE>

Transfer agent

Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts 02107-2291, a
wholly-owned subsidiary of the Adviser, is the transfer, shareholder servicing
and dividend-paying agent for the Fund.

Underwriter

Scudder Investor Services, Inc., a wholly-owned subsidiary of the Adviser, is
the Fund's principal underwriter. Scudder Investor Services, Inc. confirms, as
agent, all purchases of shares of the Fund. Scudder Investor    Relations     is
a telephone information service provided by Scudder Investor Services, Inc.


Transaction information

Purchasing shares

Purchases are executed at the next calculated net asset value per share after
the Fund's transfer agent in Boston receives the purchase request in good order.
Purchases are made in full and fractional shares. (See "Share price.")

By check. If you purchase shares with a check that does not clear, your purchase
will be    canceled     and you will be subject to any losses or fees incurred
in the transaction. Checks must be drawn on or payable through a U.S. bank. If
you purchase shares by check and redeem them within seven business days of
purchase, the Fund may hold redemption proceeds until the purchase check has
cleared, which may take up to seven business days. If you purchase shares by
federal funds wire, you may avoid this delay. Redemption or exchange requests by
telephone or by "Write-A-Check" prior to the expiration of the seven-day period
will not be accepted.

By wire. To open a new account by wire, first call Scudder at 1-800-225-5163 to
obtain an account number. A representative will instruct you to send a
completed, signed application to the transfer agent in Boston. Accounts cannot
be opened without a completed, signed application and a Scudder fund account
number. Contact your bank to arrange a wire transfer to:

     The Scudder Funds
     State Street Bank and Trust Company
     Boston, MA 02101
     ABA Number 011000028
     DDA Account 9903-5552

Your wire instructions must also include:

- --     the name of the fund in which the money is to be invested,

- --     the account number of the fund, and

- --     the name(s) of the account holder(s).

The account will be established once the application and money order are
received in good order.

You may also make additional investments of $100 or more to your existing
account by wire.

By exchange. Your new account will have the same registration and address as
your existing account.

The exchange requirements for corporations, other organizations, trusts,
fiduciaries, agents, institutional investors and retirement plans may be
different from those for regular accounts. Please call 1-800-225-5163 for more
information, including information about the transfer of special account
features.

You can also make exchanges among your Scudder fund accounts on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.

Redeeming shares

The Fund allows you to redeem shares (i.e., sell them back to the Fund) without
redemption fees.

By telephone. This is the quickest and easiest way to sell Fund shares. If you
elected telephone redemption to your bank on your application, you can call to
request that federal funds be sent to your authorized bank account. If you did
not elect telephone redemption to your bank on your application, call
1-800-225-5163 for more information.


                                       15
<PAGE>

Redemption proceeds will be wired to your bank unless otherwise requested. If
your bank cannot receive federal reserve wires, redemption          
proceeds     will be mailed to your bank. There will be a $5 charge for all wire
redemptions.

You can also make redemptions from your Scudder fund account on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.

If you open an account by wire, you cannot redeem shares by telephone until the
Fund's transfer agent has received your completed and signed application.
Telephone redemption is not available for shares held in Scudder IRA accounts
and most other Scudder retirement plan accounts.

In the event that you are unable to reach the Fund by telephone, you should
write to the Fund; see "How to contact Scudder" for the address.

By "Write-A-Check." You may redeem shares by writing checks against your account
balance for at least $100. Your Fund investments will continue to earn dividends
until your check is presented to the Fund for payment.

Checks will be returned by the Fund's transfer agent if there are insufficient
shares to meet the withdrawal amount. You should not attempt to close an account
by check, because the exact balance at the time the check clears will not be
known when the check is written.

Signature guarantees. For your protection and to prevent fraudulent redemptions,
on written redemption requests in excess of $50,000 we require an original
signature and an original signature guarantee for each person in whose name the
account is registered. (The Fund reserves the right, however, to require a
signature guarantee for all redemptions.) You can obtain a signature guarantee
from most banks, credit unions or savings associations, or from broker/dealers,
municipal securities broker/dealers, government securities broker/dealers,
national securities exchanges, registered securities associations, or clearing
agencies deemed eligible by the Securities and Exchange Commission. Signature
guarantees by notaries public are not acceptable. Redemption requirements for
corporations, other organizations, trusts, fiduciaries, agents, institutional
investors and retirement plans may be different from those for regular accounts.
For more information, please call 1-800-225-5163.

Telephone transactions

Shareholders automatically receive the ability to exchange by telephone and the
right to redeem by telephone up to $50,000 to their address of record.
Shareholders also may, by telephone, request that redemption proceeds be   
sent     to a predesignated bank account. The Fund uses procedures designed to
give reasonable assurance that telephone instructions are genuine, including
recording telephone calls, testing a caller's identity and sending written
confirmation of telephone transactions. If the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine.

Share price

Purchases and redemptions, including exchanges, are made at net asset value. The
Fund's custodian, State Street Bank and Trust Company, determines net asset
value per share as of the close of regular trading on the New York Stock
Exchange (the "Exchange"), normally 4 p.m. eastern time, on each day the
Exchange is open for trading. Net asset value per share is calculated by
dividing the value of total Fund assets, less all liabilities, by the total
number of shares outstanding.


                                       16
<PAGE>

Processing time

All purchase and redemption requests must be received in good order by the
Fund's transfer agent in Boston. Those requests received by the close of regular
trading on the Exchange are executed at the net asset value per share calculated
at the close of trading that day. Purchase and redemption requests received
after the close of regular trading on the Exchange will be executed the
following business day. Purchases made by federal funds wire before noon eastern
time will begin earning income that day; all other purchases received before the
close of regular trading on the Exchange will begin earning income the next
business day. Redeemed shares will earn income on the day on which the
redemption request is executed.

If you wish to make a purchase of $500,000 or more you should notify Scudder
   Investor Relations     by calling 1-800-225-5163.

The Fund will normally send redemption proceeds within one business day
following the redemption request, but may take up to seven days (or longer in
the case of shares recently purchased by check).

Tax information

A redemption of shares, including an exchange into another Scudder fund, is a
sale of shares and may result in a gain or loss for income tax purposes.

Tax identification number

Be sure to complete the Tax Identification Number section of the Fund's
application when you open an account. Federal tax law requires the Fund to
withhold 31% of taxable dividends, capital gains distributions and redemption
and exchange proceeds from accounts (other than those of certain exempt payees)
without a certified Social Security or tax identification number and certain
other certified information or upon notification from the IRS or a broker that
withholding is required. The Fund reserves the right to reject new account
applications without a certified Social Security or tax identification number.
The Fund also reserves the right, following 30 days' notice, to redeem all
shares in accounts without a certified Social Security or tax identification
number. A shareholder may avoid involuntary redemption by providing the Fund
with a tax identification number during the 30-day notice period.

Minimum balances

Shareholders should maintain a share balance worth at least $1,000, which amount
may be changed by the Board of Trustees. Scudder retirement plans have similar
or lower minimum share balance requirements. The Fund reserves the right,
following 60 days' written notice to shareholders, to redeem all shares in
sub-minimum accounts, including accounts of new investors, where a reduction in
value has occurred due to a redemption or exchange out of the account.
Reductions in value that result solely from market activity will not trigger an
involuntary redemption. The Fund will mail the proceeds of the redeemed account
to the shareholder. The shareholder may restore the share balance to $1,000 or
more during the 60-day notice period and must maintain it at no lower than that
minimum to avoid involuntary redemption.

Third party transactions

If purchases and redemptions of Fund shares are arranged and settlement is made
at an investor's election through a member of the National Association of
Securities Dealers, Inc., other than Scudder Investor Services, Inc., that
member may, at its discretion, charge a fee for that service.


Shareholder benefits

Experienced professional management

Scudder, Stevens & Clark, Inc., one of the nation's most experienced investment
management firms, actively manages your Scudder fund investment. Professional


                                       17
<PAGE>

management is an important advantage for investors who do not have the time or
expertise to invest directly in individual securities.

A team approach to investing

Scudder Short Term Bond Fund is managed by a team of Scudder investment
professionals who each play an important role in the Fund's management process.
Team members work        together to develop investment strategies and select
securities for the Fund's portfolio. They are supported by Scudder's large staff
of economists, research analysts, traders and other investment specialists who
work in Scudder's offices across the United States and abroad. Scudder believes
its team approach benefits Fund investors by bringing together many disciplines
and leveraging Scudder's extensive resources.

Since the Fund was introduced in 1989, Lead Portfolio Manager Thomas M. Poor has
had responsibility for its day-to-day operation. Mr. Poor, who joined Scudder in
1970, sets the Fund's general investment strategies. Christopher L. Gootkind,
Portfolio Manager, also has been a member of the Fund's team since its
inception. Mr. Gootkind, who has worked as a portfolio manager at Scudder since
1986, has responsibility for the Fund's investments in financial institutions
and asset-backed securities. Scott E. Dolan, Portfolio Manager, joined the team
in 1994 and is responsible for implementing the Fund's strategy. Mr. Dolan, who
joined Scudder in 1989, has    five     years of experience in compliance
analysis and account administration and has worked as a portfolio manager since
1993.

SAIL(tm)--Scudder Automated Information Line

For touchtone access to account information, prices and yields, or to perform
transactions in existing Scudder fund accounts, shareholders can call Scudder's
Automated Information Line (SAIL) at 1-800-343-2890. During periods of extreme
economic or market changes, or other conditions, it may be difficult for you to
effect telephone transactions in your account. In such an event you should write
to the Fund; please see "How to contact Scudder" for the address.

Investment flexibility

Scudder offers toll-free telephone exchange between funds at current net asset
value. You can move your investments among money market, income,    growth,    
tax-free and growth    and income     funds with a simple toll-free call or, if
you prefer, by sending your instructions through the mail or by fax. Telephone
and fax redemptions and exchanges are subject to termination and their terms are
subject to change at any time by the Fund or the transfer agent. In some cases,
the transfer agent or Scudder Investor Services, Inc. may impose additional
conditions on telephone transactions.

Dividend reinvestment plan

You may have dividends and distributions automatically reinvested in additional
Fund shares. Please call 1-800-225-5163 to request this feature.

Shareholder statements

You receive a detailed account statement every time you purchase or redeem
shares. All of your statements should be retained to help you keep track of
account activity and the cost of shares for tax purposes.

Shareholder reports

In addition to account statements, you receive periodic shareholder reports
highlighting relevant information, including investment results and a review of
portfolio changes.

To reduce the volume of mail you receive, only one copy of most Fund reports,
such as the Fund's Annual Report, may be mailed to your household (same surname,
same address). Please call 1-800-225-5163 if you wish to receive additional
shareholder reports.

Newsletters

Four times a year, Scudder sends you At the Helm, an informative newsletter
covering economic and investment developments, service enhancements and other
topics of interest to Scudder fund investors.


                                       18
<PAGE>

Scudder Funds Centers

As a convenience to shareholders who like to conduct business in person, Scudder
Investor Services, Inc. maintains Funds Centers in Boca Raton, Boston, Chicago,
Cincinnati, Los Angeles, New York, Portland (OR),    San Diego,     San
Francisco and Scottsdale.

T.D.D. service for the hearing impaired

Scudder's full range of investor information and shareholder services is
available to hearing impaired investors through a toll-free T.D.D. (Telephone
Device for the Deaf) service. If you have access to a T.D.D., call
1-800-543-7916 for investment information or specific account questions and
transactions.


                                       19
<PAGE>

Scudder tax-advantaged retirement plans

Scudder offers a variety of tax-advantaged retirement plans for individuals,
businesses and non-profit organizations. These flexible plans are designed for
use with the Scudder Family of Funds (except Scudder tax-free funds, which are
inappropriate for such plans). Scudder Funds offer a broad range of investment
objectives and can be used to seek almost any investment goal. Using Scudder's
retirement plans can help shareholders save on current taxes while building
their retirement savings.

*        Scudder  No-Fee IRAs.  These  retirement  plans allow a maximum  annual
         contribution  of $2,000 per person for anyone with earned income.  Many
         people can deduct all or part of their contributions from their taxable
         income, and all investment earnings accrue on a tax deferred basis. The
         Scudder No-Fee IRA charges no annual custodial fee.

*        401(k)  Plans.  401(k)  plans allow  employers  and  employees  to make
         tax-deductible retirement contributions.  Scudder offers a full service
         program  that  includes   recordkeeping,   prototype   plan,   employee
         communications and trustee services, as well as investment options.

*        Profit  Sharing and Money  Purchase  Pension  Plans.  These plans allow
         corporations,  partnerships  and people who are  self-employed  to make
         annual,  tax-deductible  contributions of up to $30,000 for each person
         covered by the plans.  Plans may be adopted  individually  or paired to
         maximize contributions. These are sometimes known as Keogh plans.

*        403(b) Plans. Retirement plans for tax-exempt  organizations and school
         systems to which employers and employees may both contribute.

*        SEP-IRAs. Easily administered retirement plans for small businesses and
         self-employed  individuals.  The maximum annual contribution to SEP-IRA
         accounts is adjusted each year for inflation.

   
*        Scudder  Horizon Plan. A no-load  variable  annuity that lets you build
         assets by deferring  taxes on your investment  earnings.  You can start
         with $2,500 or more.
    

Scudder Trust Company (an affiliate of the Adviser) is Trustee or Custodian
   for some     of these plans and is paid an annual fee for some of the above
retirement plans. For information about establishing a Scudder No-Fee IRA,
   SEP-IRA, Profit Sharing Plan, Money Purchase Pension Plan or a Scudder
Horizon Plan,     please call 1-800-225-2470. For information about 401(k)s or
403(b)s please call 1-800-323-6105. To effect transactions in existing IRA,
SEP-IRA, Profit Sharing or Pension Plan accounts, call 1-800-225-5163.

   
The variable annuity contract is provided by Charter National Life Insurance
Company (in New York State, Intramerica Life Insurance Company [S 1802].
The contract is offered by Scudder Insurance Agency, Inc. (in New York State,
Nevada and Montana, Scudder Insurance Agency of New York, Inc.). CNL, Inc. is
the Principal Underwriter. Scudder Horizon Plan is not available in all states.
    


                                       20
<PAGE>
Trustees and Officers

Daniel Pierce*
     President and Trustee

Lynn S. Birdsong*
     Trustee

Thomas J. Devine
     Trustee; Consultant

Peter B. Freeman
     Trustee; Corporate Director and Trustee
       
Wilson Nolen
     Trustee; Consultant

Juris Padegs*
     Trustee

Jerard K. Hartman*
     Vice President

Thomas W. Joseph*
     Vice President

David S. Lee*
     Vice President

   
Thomas M. Poor*
     Vice President    

   
Robert E. Pruyne*
     Vice President    

Thomas F. McDonough*
     Vice President, Secretary and Assistant Treasurer

Pamela A. McGrath*
     Vice President and Treasurer

Edward J. O'Connell*
     Vice President and Assistant Treasurer
       
Kathryn L. Quirk*
     Vice President and Assistant Secretary

Coleen Downs Dinneen*
     Assistant Secretary

*Scudder, Stevens & Clark, Inc.


                                       21
<PAGE>

Investment products and services

The Scudder Family of Funds
     
Money market
     Scudder Cash Investment Trust
     Scudder U.S. Treasury Money Fund
Tax free money market+
     Scudder Tax Free Money Fund
     Scudder California Tax Free Money Fund*
     Scudder New York Tax Free Money Fund*
Tax free+
     Scudder California Tax Free Fund*
     Scudder High Yield Tax Free Fund
     Scudder Limited Term Tax Free Fund
     Scudder Managed Municipal Bonds
     Scudder Massachusetts Limited Term Tax Free Fund*
     Scudder Massachusetts Tax Free Fund*
     Scudder Medium Term Tax Free Fund
     Scudder New York Tax Free Fund*
     Scudder Ohio Tax Free Fund*
     Scudder Pennsylvania Tax Free Fund*
Growth and Income
     Scudder Balanced Fund
     Scudder Growth and Income Fund
Income
     Scudder Emerging Markets Income Fund
     Scudder GNMA Fund
     Scudder Income Fund
     Scudder International Bond Fund
     Scudder Short Term Bond Fund
     Scudder Short Term Global Income Fund
     Scudder Zero Coupon 2000 Fund
Growth
     Scudder Capital Growth Fund
     Scudder Development Fund
     Scudder Global Fund
     Scudder Global Small Company Fund
     Scudder Gold Fund
        Scudder Greater Europe Growth Fund    
     Scudder International Fund
     Scudder Latin America Fund
     Scudder Pacific Opportunities Fund
     Scudder Quality Growth Fund
     Scudder Value Fund
     The Japan Fund
     
Retirement Plans and Tax-Advantaged Investments
     IRAs
     Keogh Plans
     Scudder Horizon Plan*+++ (a variable annuity)
     401(k) Plans
     403(b) Plans
     SEP-IRAs
     Profit Sharing and Money Purchase Pension Plans
     
Closed-end Funds#
     The Argentina Fund, Inc.
     The Brazil Fund, Inc.
     The First Iberian Fund, Inc.
     The Korea Fund, Inc.
     The Latin America Dollar Income Fund, Inc.
     Montgomery Street Income Securities, Inc.
     Scudder New Asia Fund, Inc.
     Scudder New Europe Fund, Inc.
     Scudder World Income Opportunities Fund, Inc.
     
Institutional Cash Management
     Scudder Institutional Fund, Inc.
     Scudder Fund, Inc.
     Scudder Treasurers Trust(tm)++
     
For complete information on any of the above Scudder funds, including management
fees and expenses, call or write for a free prospectus. Read it carefully before
you invest or send money. +A portion of the income from the tax-free funds may
be subject to federal, state and local taxes. *Not available in all states. +++A
no-load variable annuity contract provided by Charter National Life Insurance
Company and its affiliate, offered by Scudder's insurance agencies,
1-800-225-2470. #These funds, advised by Scudder, Stevens & Clark, Inc., are
traded on various stock exchanges. ++For information on Scudder Treasurers
Trust(tm), an institutional cash management service that utilizes certain
portfolios of Scudder Fund, Inc. ($100,000 minimum), call: 1-800-541-7703.


                                       22
<PAGE>
     
How to contact Scudder

Account Service and Information:

     For existing account service and transactions

          Scudder    Investor Relations    
          1-800-225-5163
          
     For account updates, prices, yields, exchanges and redemptions

          Scudder Automated Information Line (SAIL)
          1-800-343-2890
          
Investment Information:

     To receive information about the Scudder funds, for additional applications
     and prospectuses, or for investment questions
     
          Scudder Investor    Relations    
          1-800-225-2470
          
     For establishing        401(k) and 403(b) plans

          Scudder    Defined Contribution     Services
          1-800-323-6105

Please address all correspondence to:

          The Scudder Funds
          P.O. Box 2291
          Boston, Massachusetts
          02107-2291

Or Stop by a Scudder Funds Center:

     Many shareholders enjoy the personal, one-on-one service of the Scudder
     Funds Centers. Check for a Funds Center near you--they can be found in the
     following cities:

          Boca Raton
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
             San Diego    
          San Francisco
          Scottsdale

For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and trusts which
utilizes certain portfolios of Scudder Fund, Inc.* ($100,000 minimum), call:
1-800-541-7703.

For information on Scudder Institutional Funds*, funds designed to meet the
broad investment management and service needs of banks and other institutions,
call: 1-800-854-8525.

Scudder Investor    Relations     and Scudder Funds Centers are services
provided through Scudder Investor Services, Inc., Distributor.

*        Contact Scudder  Investor  Services,  Inc.,  Distributor,  to receive a
         prospectus with more complete  information,  including  management fees
         and expenses. Please read it carefully before you invest or send money.



                                       23
<PAGE>

This prospectus sets forth concisely the information about Scudder Zero Coupon
2000 Fund, a series of Scudder Funds Trust,    an open-end management investment
company,     that a prospective investor should know before investing. Please
retain it for future reference.

If you require more detailed information, a Statement of Additional Information
dated May 1,    1995    , as amended from time to time, may be obtained without
charge by writing Scudder Investor Services, Inc., Two International Place,
Boston, MA 02110-4103 or calling 1-800-225-2470. The Statement, which is
incorporated by reference into this prospectus, has been filed with the
Securities and Exchange Commission.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Contents--see page 4.

Scudder
Zero Coupon
2000 Fund

Prospectus
May 1,    1995    

A pure no-load(tm) (no sales charges) mutual fund designed for investors who
seek as high an investment return over a selected period as is consistent with
investment in U.S. Government securities and the minimization of reinvestment
risk.

<PAGE>


Expense information

How to compare a Scudder pure no-load(tm) fund

This information is designed to help you understand the various costs and
expenses of investing in Scudder Zero Coupon 2000 Fund (the "Fund"). By
reviewing this table and those in other mutual funds' prospectuses, you can
compare the Fund's fees and expenses with those of other funds. With Scudder's
pure no-load(tm) funds, you pay no commissions to purchase or redeem shares, or
to exchange from one fund to another. As a result, all of your investment goes
to work for you.

1)  Shareholder transaction expenses: Expenses charged directly to your 
    individual account in the Fund for various transactions.

          Sales commissions to purchase shares (sales load)          NONE
          Commissions to reinvest dividends                          NONE
          Redemption fees                                            NONE*
          Fees to exchange shares                                    NONE

2)       Annual Fund operating expenses:        Expenses paid by the Fund before
         it distributes its net investment income, expressed as a percentage of
         the Fund's average daily net assets for the fiscal year ended December
         31,    1994    .

          Investment management fee                                  0.13    %**
          12b-1 fees                                                 NONE
          Other expenses                                             0.87    %**
                                                                    ------
          Total Fund operating expenses                              1.00%**
                                                                    ======

Example

Based on the level of total Fund operating expenses listed above, the total
expenses relating to a $1,000 investment, assuming a 5% annual return and
redemption at the end of each period, are listed below. Investors do not pay
these expenses directly; they are paid by the Fund before it distributes its net
investment income to shareholders. (As noted above, the Fund has no redemption
fees of any kind.)

1 Year        3 Years         5 Years         10 Years
- ------        -------         -------         --------
$10            $ 32            $ 55            $122

See "Fund organization--Investment adviser" for further information about the
investment management fee. This example assumes reinvestment of all dividends
and distributions and that the percentage amounts listed under "Annual Fund
operating expenses" remain the same each year. This example should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than those
shown.

*        You may redeem by writing or calling the Fund. If you wish to receive 
         redemption proceeds via wire, there is a $5 wire service fee. For 
         additional information, please refer to "Transaction information--
         Redeeming shares."

**          Until ______________, the     Adviser has agreed    to reimburse
         Fund operating expenses or waive its fee to the extent necessary so
         that the     total annualized expenses of the Fund    do not exceed
         ___    % of average daily net assets of the Fund. If    the Adviser had
         not done so, Fund expenses     would have been:    investment
         management fee,     0.60%,    other expenses, 0.87%     and total
            operating     expenses   , 1.47% for the fiscal year ended December
         31, 1994. To the extent that expenses fall below ---%, the Adviser
         reserves the right to recoup, during the fiscal year incurred, amounts
         reimbursed or waived, but only to the extent that the Fund's expenses
         do not exceed ___    %.


                                       2
<PAGE>

Financial highlights
   
The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the audited financial
statements.

If you would like more detailed information concerning the Fund's performance, a
complete portfolio listing and audited financial statements are available in the
Fund's Annual Report dated December 31, 1994 and may be obtained without charge
by writing or calling Scudder Investor Services, Inc.


<TABLE>
<CAPTION>

                                                                            Years Ended December 31,
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   1994     1993     1992     1991     1990     1989     1988     1987(b)  1986(c)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, beginning of
 period   . . . . . . . . . . . . .              $12.85   $12.55   $13.76   $12.27   $12.61   $10.92   $10.34   $12.62   $10.00
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Income from investment
 operations:
 Net investment income (a)  . . . .                 .59      .79      .94      .99      .86      .51      .63      .91      .56
 Net realized and unrealized
   gain (loss) on investments . . .               (1.59)    1.23      .17     1.44     (.29)    1.73      .58    (1.86)    2.06
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Total from investment operations                  (1.00)    2.02     1.11     2.43      .57     2.24     1.21     (.95)    2.62
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Less distributions:
 From net investment income   . . .                (.31)    (.83)    (.93)    (.94)    (.83)    (.52)    (.63)   (1.22)      --
 From net realized gains on
   investments  . . . . . . . . . .                (.59)    (.89)   (1.39)      --     (.08)    (.03)      --     (.11)      --
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Total distributions . . . . . . . .                (.90)   (1.72)   (2.32)    (.94)    (.91)    (.55)    (.63)   (1.33)      --
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Net asset value, end of period  . .              $10.95   $12.85   $12.55   $13.76   $12.27   $12.61   $10.92   $10.34   $12.62
                                                 ======   ======   ======   ======   ======   ======   ======   ======   ======
TOTAL RETURN (%) (d)  . . . . . . .               (7.92)   16.00     8.13    20.03     4.59    20.39    11.71    (8.01)   26.20**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
 ($ millions)   . . . . . . . . . .                  25       31       29       33       33       32        5        2        1
Ratio of operating expenses net,
 to average daily net
 assets (%) (a)   . . . . . . . . .                1.00     1.00     1.00     1.00     1.00     1.00     1.00     1.00     1.00*
Ratio of net investment income to
 average daily net assets (%)   . .                5.23     5.29     6.38     7.12     7.62     7.10     8.10     8.13     7.27*
Portfolio turnover rate (%) . . . .                89.3    101.6    118.8     90.7     98.5     87.1    149.2     37.3     79.4*
(a) Portion of expenses
    reimbursed by the Adviser
    (Note C)  . . . . . . . . . . .              $   --   $   --   $   --   $   --   $   --   $   --   $  .14   $  .29   $  .26
   Management fee not
    imposed by the Adviser
    (Note C)  . . . . . . . . . . .              $  .05   $  .04   $  .04   $  .03   $  .04   $  .04   $  .04   $  .06   $  .04
   Ratio of operating expenses
    including management
    and other expenses not
    imposed and reimbursement
    absorbed (%)  . . . . . . . . .                1.47     1.28     1.28     1.23     1.39     1.62     3.37     4.13     5.64*

<FN>
(b) Per share amounts for the year ended December 31, 1987 have been calculated using the monthly weighted average shares 
    outstanding during the year method.
(c) For the period February 4, 1986 (commencement of operations) to December 31, 1986.
(d) Total returns are higher due to maintenance of the Fund's expenses.
  * Annualized
 ** Not annualized
    
</FN>
</TABLE>

                                       3
<PAGE>

A message from Scudder's chairman

Scudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of
Funds, was founded in 1919. We offered America's first no-load mutual fund in
1928. Today, we manage in excess of $90 billion for many private accounts and
over 50 mutual fund portfolios. We manage the mutual funds in a special program
for the American Association of Retired Persons, as well as the fund options
available through Scudder Horizon Plan, a tax-advantaged variable annuity. We
also advise The Japan Fund and nine closed-end funds that invest in countries
around the world.

The Scudder Family of Funds is designed to make investing easy and less costly.
It includes money market, tax free, income and growth funds as well as IRAs,
401(k)s, Keoghs and other retirement plans.

Services available to all shareholders include toll-free access to    the    
professional service representatives    of Scudder Investor Relations    , easy
exchange among funds, shareholder reports, informative newsletters and the
walk-in convenience of Scudder Funds Centers.

All Scudder mutual funds are pure no-load(tm). This means you pay no commissions
to purchase or redeem your shares or to exchange from one fund to another. There
are no "12b-1" fees either, which many other funds now charge to support their
marketing efforts. All of your investment goes to work for you. We look forward
to welcoming you as a shareholder.

/s/Daniel Pierce

Scudder Zero Coupon 2000 Fund

Investment objective

*        as high an  investment  return over a selected  period as is consistent
         with investment in U.S.  Government  securities and the minimization of
         reinvestment risk

Investment characteristics

*        a portfolio maturing in 2000

*        professionally  managed portfolio of high quality U.S.  Government zero
         coupon securities

*        relatively  predictable return--if held to the Fund's maturity date and
         dividends and distributions are reinvested

*        daily liquidity at current net asset value



Contents

Investment objective                                         5
Investing in zero coupon securities                          5
Why invest in the Fund?                                      6
Additional information about policies and investments        6
Specialized investment techniques                            8
Distribution and performance information                     9
Fund organization                                            9
Purchases                                                    10
Exchanges and redemptions                                    11
Transaction information                                      12
Shareholder benefits                                         15
Trustees and Officers                                        18
Investment products and services                             19
How to contact Scudder                                       Back cover




                                       4
<PAGE>

Investment objective

Scudder Zero Coupon 2000 Fund (the "Fund"), a    diversified     series of
Scudder Funds Trust, seeks to provide as high an investment return over a
selected period as is consistent with investment in U.S. Government securities
and the minimization of reinvestment risk. The Fund invests primarily in zero
coupon securities and the Fund matures on a specified target date.

By pursuing its objective, the Fund seeks to return to investors a reasonably
assured targeted dollar amount, predictable at the time of investment, on a
specific target date in the future. As with any investment, however, there can
be no assurance that the Fund's objective or the targeted amount will be met.

In order to obtain the predicted return, investors should plan to hold shares of
the Fund until maturity and elect automatic reinvestment of dividends and
distributions. Since the Fund will be primarily invested in zero coupon
securities, investors who hold shares to maturity and reinvest dividends and
distributions will receive a return consisting primarily of the accretion of
discount on the underlying securities in the Fund. Of course, investors may
redeem their shares on any business day at the daily net asset value. However,
the net asset value of the Fund's shares increases or decreases with changes in
the market value of the Fund's investments which tends to vary inversely with
changes in prevailing interest rates. A shareholder who redeems prior to
maturity may receive a significantly different investment return than was
anticipated at the time of purchase.

Except as otherwise indicated, the Fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders. Shareholders
will receive written notice of any changes in the Fund's objective. If there is
a change in investment objective, shareholders should consider whether the Fund
remains an appropriate investment in light of their then current financial
position and needs.


Investing in zero coupon securities

Fund target date

The Fund matures on the third Friday of December 2000. At that time, the Fund
will be converted to cash and distributed to shareholders or reinvested in
another fund of their choice. The maturity date may coincide with known
financial needs in the future, such as a car purchase, children's college
education, the purchase of a home, or retirement. Additional funds may be added
in the future.

What are zero coupon securities?

Zero coupon securities, including U.S. Government securities and privately
stripped coupons on and receipts for U.S. Government securities, pay no cash
income but are issued at substantial discounts from their value at maturity.
When held to maturity, their entire return, which consists of the accretion of
discount, comes from the difference between their issue price and their maturity
value. This difference is known at the time of purchase, so investors holding
zero coupon securities until maturity know the amount of their investment return
at the time of their investment.

A portion of the total realized return from conventional interest-paying bonds
comes from the reinvestment of periodic interest. Since the rate to be earned on
these reinvestments may be higher or lower than the rate quoted on the
interest-paying bonds at the time of the original purchase, the investment's
total return is uncertain even for investors holding the security to its
maturity. This uncertainty is commonly referred to as reinvestment risk and can
have a significant impact on total realized investment return. With zero coupon
securities, however, there are no cash distributions to reinvest, so investors
bear no reinvestment risk if they hold the zero coupon security to maturity.



                                       5
<PAGE>


Why invest in the Fund?

The Fund is designed for investors seeking returns available on U.S. Government
securities and reasonable assurance that a specific targeted dollar amount,
predictable at the time of their investment, will be paid to them on a specific
target date in the future.

Dividends and distributions will be automatically reinvested in additional
shares (unless investors make a specific written election to take them in cash)
because without such reinvestment investors are not likely to receive their
targeted dollar amount on maturity. Investors should also plan to hold shares in
this Fund until maturity because these shares are likely to have substantially
more price volatility than shares of funds investing in traditional fixed-income
investments.

The Fund is an appropriate investment for IRAs, Keoghs, 403(b) plans, 401(k)
plans and other retirement plans where investors can match their retirement
planning needs with the Fund's target date.

The Fund is also appropriate for investors planning for future anticipated
expenses, such as the college educations of children or grandchildren, or the
purchase of a home. The Fund may also be an appropriate investment in a Uniform
Transfer/Gift to Minors Act account or any other investment account where
predictability of return over a selected time period is important.

In addition, the Fund offers all the benefits of the Scudder Family of Funds.
Scudder, Stevens & Clark, Inc.    (the "Adviser")     manages a diverse family
of pure no-load(tm) funds and provides a wide range of services to help
investors meet their investment needs. Please refer to "Investment products and
services" for additional information.


Additional information about policies and investments

At least 80% of the net assets of the Fund will be invested in zero coupon
securities. These include U.S. Treasury notes and bonds which have no coupons
and are not entitled to income, U.S. Treasury bills, individual interest coupons
which trade separately, and evidences of receipt of such securities. At least
50% of the net assets of the Fund will be invested in zero coupon securities
maturing within two years of the Fund's target date. Up to 20% may be invested
in interest-paying U.S. Treasury notes and bonds, and in repurchase agreements
with respect to such securities. These interest-paying securities provide income
for expenses, redemption payments, and cash dividends of the Fund.

The average duration of the Fund will be maintained within 12 months of the
Fund's target date. Duration is a measure of the length of an investment which
takes into account, through present value analysis, the timing and amount of any
interest payments as well as the amount of the principal repayment. Duration is
commonly used by professional investment managers to help identify and control
reinvestment risk. Since the Fund will not be invested entirely in securities
maturing on the target date, there will be some reinvestment risk. By balancing
investments with slightly longer and shorter durations, the Fund's investment
adviser believes it can maintain the Fund's average duration within 12 months of
the Fund's target date and thereby reduce its reinvestment risk.

Investment restrictions

The Fund has adopted certain fundamental policies which may not be changed
without a vote of shareholders and which are designed to reduce the Fund's
investment risk.

The Fund may not borrow money except as a temporary measure for extraordinary or
emergency purposes,    and may not     make loans except through the lending of
portfolio securities, the purchase of debt securities or through repurchase
agreements.


                                       6
<PAGE>

In addition, as a matter of nonfundamental policy, the Fund may not invest more
than 10% of its net assets        in securities which are not readily
marketable,    restricted securities        and     repurchase agreements
maturing in more than seven days.
The Fund may not invest more than 5% of its total assets in restricted
securities.

A complete description of these and other policies and restrictions is contained
under "Investment Restrictions" in the Fund's Statement of Additional
Information.

Predictability of return

Due to the nature of zero coupon securities, which comprise 80% or more of the
investments of the Fund, and specialized investment policies designed to reduce
reinvestment risk, a targeted dollar amount per share to be received at the
target date can be estimated daily for the Fund. The difference between this
amount and the net asset value per share at the time of investment is the
projected return and is called anticipated growth. Anticipated growth will
consist primarily of the estimated accretion of discount on the zero coupon
securities in a Fund, and to a much lesser degree, of projected cash flow from
income-producing securities in excess of estimated expenses.

The Fund will calculate on each business day its anticipated growth rate, which
is the annualized rate of growth investors may expect from the time they
purchase the Fund's shares until the Fund's target date. The anticipated growth
rate cannot be guaranteed, as it involves certain assumptions about variable
factors, such as reinvestment of dividends and distributions, the expense ratio,
and Fund composition. The rate will vary from day to day due to changes in
interest rates and other market factors affecting the value of the Fund's
investments. Furthermore, differences in the price changes of securities with
different maturities can affect investment return, as can management of the
Fund. Under certain circumstances, shareholder redemptions could also affect
anticipated growth rate.

Ownership in a portfolio holding zero coupon and other securities differs from a
direct investment in zero coupon securities in various ways, including the
factors affecting predictability of return described above and the varying
maturity dates of the underlying securities held by the Fund.

However, the        Adviser        believes that investors purchasing and
holding the Fund's shares to maturity and reinvesting all dividends and
distributions should be able to realize an investment return substantially equal
to the anticipated growth rate calculated on the day the Fund's shares were
purchased.

Quality

The Fund will invest in zero coupon securities, including both U.S. Government
securities and privately stripped coupons and receipts for U.S. Government
securities, which are rated AAA or AA by Standard & Poor's       , or Aaa or Aa
by Moody's Investors Service, Inc., or judged by the Adviser to be of equivalent
quality. The Fund's Treasury obligations, including those underlying zero coupon
receipts, are backed by the full faith and credit of the U.S. Government. Should
the rating of a portfolio security be downgraded, the Adviser will determine
whether it is in the best interest of the Fund to retain or dispose of the
security. In addition, the Fund may enter into repurchase agreements with
respect to such securities with selected banks and broker/dealers.

Price variability

Investors can expect more appreciation from the Fund than from a fund investing
in interest-paying securities of similar maturity during periods of declining
interest rates.

Conversely, when interest rates rise, the Fund may decline more in price than a
fund investing in interest-paying securities of similar maturity. Price
fluctuations are expected to be greatest in a longer-maturity fund and are
expected to diminish as the Fund approaches its maturity date.


                                       7
<PAGE>

Interest rates can change suddenly and unpredictably. The Fund may not be
appropriate for investors who do not plan to hold their shares for a long term
or until maturity. Redemptions prior to maturity generally will result in
capital gains or losses.

Income taxes

Under federal income tax laws, a portion of the difference between the issue
price of zero coupon securities and their face value is considered to be income
to the Fund each year, even though the Fund will not in each year receive cash
interest payments from these securities.

The Fund must distribute substantially all of its net investment income each
year, including the imputed income from its zero coupon investments. As with all
funds distributing taxable income, tax-paying investors in the Fund will be
subject to income taxes whether they elect to take cash distributions or have
them reinvested.

Tax-deferred investments such as IRAs, Keogh plans, 403(b) plans or 401(k) plans
currently do not pay federal income taxes.

       
Specialized investment techniques

When-issued securities

The Fund may purchase securities on a when-issued or forward delivery basis, for
payment and delivery at a later date. The price and yield are generally fixed on
the date of commitment to purchase. During the period between purchase and
settlement, no interest accrues to the Fund. At the time of settlement, the
market value of the security may be more or less than the purchase price.

Repurchase agreements

As a means of earning income for periods as short as overnight, the Fund may
enter into repurchase agreements with selected banks and broker/dealers. Under a
repurchase agreement, the Fund acquires securities, subject to the seller's
agreement to repurchase them at a specified time and price.

Risk factors

The Fund's risks are determined by the nature of the securities held and the
portfolio management strategies used by the Adviser. The following are
descriptions of certain risks related to the investments and techniques that the
Fund may use from time to time.

Price variability. Because they do not pay interest until maturity, zero coupon
securities tend to be subject to greater interim fluctuation of market value in
response to changes in interest rates than interest-paying securities of similar
maturities.

Repurchase agreements. If the seller under a repurchase agreement becomes
insolvent, the Fund's right to dispose of the securities may be restricted   ,
or     the value of    the     securities may decline before the Fund is able to
dispose of them. In the event of the commencement of bankruptcy or insolvency
proceedings    with respect to     the seller of the securities before
repurchase of the securities under a repurchase agreement, the Fund may
encounter delay and incur costs, including a decline in the value of the
securities, before being able to sell the securities.


                                       8
<PAGE>


Distribution and performance information

Dividends and capital gains distributions

The Fund generally intends to distribute    any     dividends from    its net
investment     income and any net realized capital gains resulting from Fund
investment activity in November or December to prevent application of a federal
excise tax, although an additional distribution may be made within three months
of the Fund's fiscal year end, if necessary. Any dividends or capital gains
distributions declared in October, November or December with a record date in
such a month and paid during the following January will be treated by
shareholders for federal income tax purposes as if received on December 31 of
the calendar year declared. According to preference, shareholders may receive
distributions in cash or have them reinvested in additional shares of the Fund.
If an investment is in the form of a retirement plan, all dividends and capital
gains distributions must be reinvested into the shareholder's account.

Generally, dividends from net investment income are taxable to shareholders as
ordinary income. Long-term capital gains distributions, if any, are taxable as
long-term capital gains regardless of the length of time shareholders have owned
shares. Short-term capital gains and any other taxable income distributions are
taxable as ordinary income. It is not expected that dividends will qualify for
the dividends-received deduction for corporations.

The Fund sends detailed tax information about the amount and type of its
distributions to its shareholders by January 31 of the following year.

Performance information

From time to time, quotations of the Fund's performance may be included in
advertisements, sales literature or shareholder reports.

All performance figures are historical, show the performance of a hypothetical
investment and are not intended to indicate future performance. The "yield" of
the Fund refers to income generated by an investment in the Fund over a
specified 30-day (one month) period. Yield is expressed as an annualized
percentage. "Total return" is the change in value of an investment in the Fund
for a specified period. The "average annual total return" of the Fund is the
average annual compound rate of return of an investment in the Fund assuming the
investment has been held for one year, five years and the life of the Fund as of
a stated ending date. "Cumulative total return" represents the cumulative change
in value of an investment in the Fund for various periods. Total return
calculations assume that all dividends and capital gains distributions during
the period were reinvested in shares of the Fund. Performance will vary based
upon, among other things, changes in market conditions and the level of the
Fund's expenses.



Fund organization

Scudder Zero Coupon 2000 Fund is a diversified series of Scudder Funds Trust
(the "Trust"), an open-end management investment company, registered under the
Investment Company Act of 1940 (the "1940 Act"). The Trust was organized as a
Massachusetts business trust in July 1981 and changed its name from Scudder
Target Fund to its current name effective July 3, 1989.

The Fund's activities are supervised by the Trust's Board of Trustees.
Shareholders have one vote for each share held on matters on which they are
entitled to vote. The Fund is not required to and has no current intention of
holding annual shareholder meetings, although special meetings may be called for
purposes such as electing or removing Trustees, changing fundamental investment
policies or approving an investment advisory contract. Shareholders will be
assisted in communicating with other shareholders in connection with removing a
Trustee as if Section 16(c) of the 1940 Act were applicable.

(Continued on page 12)



                                       9
<PAGE>


Purchases

Opening an account

Minimum initial investment: $1,000; IRAs $500

Group  retirement plans (401(k),  403(b),  etc.) have similar or lower minimums.
See appropriate plan literature.

Make checks payable to "The Scudder Funds."

*  By Mail

   Send your completed and signed application and check

   by regular mail to:           or         by express, registered, or certified
                                            mail to:

          The Scudder Funds                       The Scudder Funds
          P.O. Box 2291                           1099 Hingham Street
          Boston, MA                              Rockland, MA
          02107-2291                              02370-1052

*        By Wire

         Please see Transaction information--Purchasing shares   --By wire    
         following these tables for details, including the ABA wire transfer
         number. Then call 1-800-225-5163 for instructions.

*        In Person

         Visit one of our Funds Centers to complete your application with the
         help of a Scudder representative. Funds Center locations are listed
         under Shareholder benefits.

Purchasing additional shares

Minimum additional investment: $100; IRAs $50

Group  retirement plans (401(k),  403(b),  etc.) have similar or lower minimums.
See appropriate plan literature.

Make checks payable to "The Scudder Funds."

*        By Mail

         Send a check with a Scudder investment slip, or with a letter of
         instruction including your account number and the complete Fund name,
         to the appropriate address listed above.

*        By Wire

         Please see Transaction information--Purchasing shares   --By wire    
         following these tables for details, including the ABA wire transfer
         number.

*        In Person

         Visit one of our Funds Centers to make an additional investment in your
         Scudder fund account. Funds Center locations are listed under
         Shareholder benefits.

*        By Telephone

         You may purchase additional shares in an amount of $10,000 or more.
Please call 1-800-225-5163 for more details.

*        By Automatic Investment Plan ($50 minimum)

You may arrange to make investments on a regular basis through automatic
deductions from your bank checking account. Please call 1-800-225-5163 for more
information and an enrollment form.



Exchanges and redemptions

Exchanging shares

Minimum investments:  $1,000 to establish a new account;  $100 to exchange among
existing accounts

*        By    Tele    phone

         To speak with a service representative, call 1-800-225-5163 from 8 a.m.
         to    8     p.m. eastern time or to access SAIL(tm), Scudder's
         Automated Information Line, call 1-800-343-2890 (24 hours a day).

*        By Mail or Fax

         Print or type your instructions and include:

         - the name of the Fund and the account number you are exchanging from;
         - your name(s) and address as they appear on your account; - the dollar
         amount or number of shares you wish to exchange; - the name of the Fund
         you are exchanging into; and - your signature(s) as it appears on your
         account and a daytime telephone number.

         Send your instructions
<TABLE>
          <S>                                     <C>     <C>                                     <C>     <C>
          by regular mail to:                     or      by express, registered, or              or      by fax to:
                                                          certified mail to:                              

          The Scudder Funds                               The Scudder Funds                               1-800-821-6234
          P.O. Box 2291                                   1099 Hingham                  
          Boston, MA 02107-2291                           Street Rockland, MA 02370-1052
</TABLE>

Redeeming shares

*        By    Tele    phone

         To speak with a service representative, call 1-800-225-5163 from 8 a.m.
         to    8     p.m. eastern time or to access SAIL(tm), Scudder's
         Automated Information Line, call 1-800-343-2890 (24 hours a day). You
         may    have redemption proceeds sent     to your predesignated bank
         account,    or redemption proceeds of     up to $50,000    sent     to
         your address of record.

*        By Mail or Fax

         Send your instructions for redemption to the appropriate address or fax
number above and include:

         - the name of the Fund and account number you are redeeming from;

         - your name(s) and address as they appear on your account;

         - the dollar amount or number of shares you wish to redeem; and

         - your signature(s) as it appears on your account and a daytime
           telephone number.

A signature guarantee is required for redemptions over $50,000. See Transaction
information--Redeeming shares following these tables.

*        By Automatic Withdrawal Plan

         You may arrange to receive automatic cash payments periodically if the
         value of your account is $10,000 or more. Call 1-800-225-5163 for more
         information and an enrollment form.

(Continued from page 9)

Investment adviser

The Fund retains the investment management firm of Scudder, Stevens & Clark,
Inc., a Delaware corporation, to manage the Fund's daily investment and business
affairs subject to the policies established by the Board of Trustees. The
Trustees have overall responsibility for the management of the Fund under
Massachusetts law.

The Adviser receives an investment management fee for these services equal to
0.60% of the average daily net assets of the Fund, payable monthly, provided the
Fund will make such interim payments as may be requested by the Adviser not to
exceed 75% of the amount of the fee then accrued on the books of the Fund and
unpaid. The Adviser has agreed to waive all or a portion of its management fee
until    ____,     and to take other action, to the extent necessary, to
maintain the annualized expenses of the Fund at not more than    __%     of
average daily net assets.

For the fiscal year ended December 31,    1994    , the Adviser received an
investment management fee of    0.13    % of the Fund's average daily net assets
on an annual basis.

All of the Fund's expenses are paid out of gross investment income, if any, or
from the Fund's assets. Shareholders pay no direct charges or fees for
investment or administrative services.

Scudder,  Stevens & Clark, Inc. is located at Two International  Place,  Boston,
Massachusetts.

Transfer agent

Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts 02107-2291, a
wholly-owned subsidiary of the Adviser, is the transfer, shareholder servicing
and dividend-paying agent for the Fund.

Underwriter

Scudder Investor Services,  Inc., a wholly-owned  subsidiary of the Adviser,  is
the Fund's principal underwriter.  Scudder Investor Services,  Inc. confirms, as
agent, all purchases of shares of the Fund. Scudder Investor    Relations     is
a telephone information service provided by Scudder Investor Services, Inc.

   
Custodian

State Street Bank and Trust Company is the custodian for the Fund.
    


Transaction information

Purchasing shares

Purchases  are executed at the next  calculated  net asset value per share after
the Fund's transfer agent in Boston receives the purchase request in good order.
Purchases are made in full and fractional shares. (See "Share price.")

By check. If you purchase shares with a check that does not clear, your purchase
will be    canceled     and you will be subject to any losses or fees incurred
in the transaction. Checks must be drawn on or payable through a U.S. bank. If
you purchase shares by check and redeem them within seven business days of
purchase, the Fund may hold redemption proceeds until the purchase check has
cleared, which may take up to seven business days. If you purchase shares by
federal funds wire, you may avoid this delay. Redemption or exchange requests by
telephone prior to the expiration of the seven-day period        will not be
accepted.

By wire. To open a new account by wire, first call Scudder at 1-800-225-5163 to
obtain an account number. A representative will instruct you to send a
completed, signed application to the transfer agent in Boston. Accounts cannot
be opened without a completed, signed application and a Scudder fund account
number. Contact your bank to arrange a wire transfer to:

The Scudder Funds
State Street Bank and Trust Company
Boston, MA 02101
ABA Number 011000028
DDA Account 9903-5552

Your wire instructions must also include:

- --        the name of the fund in which the money is to be invested,

- --        the account number of the fund, and

- --        the name(s) of the account holder(s).

The account will be established once the application and money order are
received in good order.

You may also make additional investments of $100 or more to your existing
account by wire.

By exchange. Your new account will have the same registration and address as
your existing account.

The exchange requirements for corporations, other organizations, trusts,
fiduciaries, agents, institutional investors and retirement plans may be
different from those for regular accounts. Please call 1-800-225-5163 for more
information, including information about the transfer of special account
features.

You can also make exchanges among your Scudder fund accounts on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.

   
By telephone order. Existing shareholders may purchase shares at a certain day's
price by calling 1-800-225-5163 before the close of regular trading on the New
York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time, on that day.
Orders must be for $10,000 or more and cannot be for an amount greater than four
times the value of your account at the time the order is placed. A confirmation
with complete purchase information is sent shortly after your order is received.
You must include with your payment the order number given at the time the order
is placed. If payment by check or wire is not received within seven business
days, the order will be canceled and the shareholder will be responsible for any
loss to the Fund resulting from this cancellation. Telephone orders are not
available for shares held in Scudder IRA accounts and most other Scudder
retirement plan accounts.
    

Redeeming shares

The Fund allows you to redeem shares (i.e., sell them back to the Fund) without
redemption fees.

By telephone. This is the quickest and easiest way to sell Fund shares. If you
elected telephone redemption to your bank on your application, you can call to
request that federal funds be sent to your authorized bank account. If you did
not elect telephone redemption to your bank on your application, call
1-800-225-5163 for more information.

Redemption proceeds will be wired to your bank unless otherwise requested. If
your bank cannot receive federal reserve wires, redemption       
   proceeds     will be mailed to your bank. There will be a $5 charge for all
wire redemptions.

You can also make redemptions from your Scudder fund account on SAIL, the
Scudder Automated Information Line, by calling 1-800-343-2890.

If you open an account by wire, you cannot redeem shares by telephone until the
Fund's transfer agent has received your completed and signed application.
Telephone redemption is not available for shares held in Scudder IRA accounts
and most other Scudder retirement plan accounts.

In the event that you are unable to reach the Fund by telephone, you should
write to the Fund; see "How to contact Scudder" for the address.

       

Signature guarantees. For your protection and to prevent fraudulent redemptions,
on written redemption requests in excess of $50,000 we require an original
signature and an original signature guarantee for each person in whose name the
account is registered. (The Fund reserves the right, however, to require a
signature guarantee for all redemptions.) You can obtain a signature guarantee
from most banks, credit unions or savings associations, or from broker/dealers,
municipal securities broker/dealers, government securities broker/dealers,
national securities exchanges, registered securities associations, or clearing
agencies deemed eligible by the Securities and Exchange Commission. Signature
guarantees by notaries public are not acceptable. Redemption requirements for
corporations, other organizations, trusts, fiduciaries, agents, institutional
investors and retirement plans may be different from those for regular accounts.
For more information, please call 1-800-225-5163.

   
Telephone transactions

Shareholders automatically receive the ability to exchange by telephone and the
right to redeem by telephone up to $50,000 to their address of record.
Shareholders also may, by telephone, request that redemption proceeds be sent to
a predesignated bank account. The Fund uses procedures designed to give
reasonable assurance that telephone instructions are genuine, including
recording telephone calls, testing a caller's identity and sending written
confirmation of telephone transactions. If the Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine.
    

Share price

Purchases and redemptions, including exchanges, are made at net asset value.
   Scudder Fund Accounting Corporation, a wholly-owned subsidiary of the
Adviser,     determines net asset value per share as of the close of regular
trading on the Exchange, normally 4 p.m. eastern time, on each day the Exchange
is open for trading. Net asset value per share is calculated by dividing the
value of total Fund assets, less all liabilities, by the total number of shares
outstanding.

Processing time

All purchase and redemption requests received in good order by the Fund's
transfer agent in Boston by the close of regular trading on the Exchange are
executed at the net asset value per share calculated at the close of regular
trading that day.

Purchase and redemption requests received after the close of regular trading on
the Exchange will be executed the following business day.

If you wish to make a purchase of $500,000 or more you should notify Scudder
   Investor Relations     by calling 1-800-225-5163.

The Fund will normally send redemption proceeds within one business day
following the redemption request, but may take up to seven days (or longer in
the case of shares recently purchased by check).

Short-term trading

Purchases and sales should be made for long-term investment purposes only. The
Fund and Scudder Investor Services, Inc. each reserves the right to restrict
purchases of Fund shares (including exchanges) when a pattern of frequent
purchases and sales made in response to short-term fluctuations in the Fund's
share price appears evident.

Tax information

A redemption of shares, including an exchange into another Scudder fund, is a
sale of shares and may result in a gain or loss for income tax purposes.

Tax identification number

Be sure to complete the Tax Identification Number section of the Fund's
application when you open an account. Federal tax law requires the Fund to
withhold 31% of taxable dividends, capital gains distributions and redemption
and exchange proceeds from accounts (other than those of certain exempt payees)
without a certified Social Security or tax identification number and certain
other certified information or upon notification from the IRS or a broker that
withholding is required. The Fund reserves the right to reject new account
applications without a certified Social Security or tax identification number.
The Fund also reserves the right, following 30 days' notice, to redeem all
shares in accounts without a certified Social Security or tax identification
number. A shareholder may avoid involuntary redemption by providing the Fund
with a tax identification number during the 30-day notice period.

Minimum balances

Shareholders should maintain a share balance worth at least $1,000, which amount
may be changed by the Board of Trustees. Scudder retirement plans have similar
or lower minimum share balance requirements. The Fund reserves the right,
following 60 days' written notice to shareholders, to redeem all shares in
sub-minimum accounts, including accounts of new investors, where a reduction in
value has occurred due to a redemption or exchange out of the account.
Reductions in value that result solely from market activity will not trigger an
involuntary redemption. The Fund will mail the proceeds of the redeemed account
to the shareholder. The shareholder may restore the share balance to $1,000 or
more during the 60-day notice period and must maintain it at no lower than that
minimum to avoid involuntary redemption.

Third party transactions

If purchases and redemptions of Fund shares are arranged and settlement is made
at an investor's election through a member of the National Association of
Securities Dealers, Inc., other than Scudder Investor Services, Inc., that
member may, at its discretion, charge a fee for that service.



Shareholder benefits

Experienced professional management

Scudder, Stevens & Clark, Inc., one of the nation's most experienced investment
management firms, actively manages your Scudder fund investment. Professional
management is an important advantage for investors who do not have the time or
expertise to invest directly in individual securities.

A team approach to investing

Scudder Zero Coupon 2000 Fund is managed by a team of Scudder investment
professionals who each play an important role in the Fund's management process.
Team members work        together to develop investment strategies and select
securities for the Fund's portfolio. They are supported by    Scudder's    
large staff of economists, research analysts, traders, and other investment
specialists who work in Scudder's offices across the United States and abroad.
We believe our team approach benefits Fund investors by bringing together many
disciplines and leveraging Scudder's extensive resources.

Lead Portfolio Manager Ruth Heisler has responsibility for overseeing the Fund's
day-to-day operations and for implementing the Fund's investment strategies. Ms.
Heisler has been in charge of the Fund's security selection since 1988 and has
been involved with bond research and investing at Scudder since 1953.
   Renee     L. Ross, Portfolio Manager, assists Ms. Heisler with trading bonds
for the Fund's portfolio. Ms. Ross, who has    nine     years' experience as a
portfolio manager,    joined     the team    in     198   6    , and    has
worked     at Scudder since 1981. Stephen    A.     Wohler, Portfolio Manager,
joined the team in 1994 and is also responsible for implementing the Fund's
strategy. Mr. Wohler has over    15     years' experience managing
fixed   -    income investments and has been with Scudder since 1979.

SAIL(tm)--Scudder Automated Information Line

For touchtone access to account information, prices and yields, or to perform
transactions in existing Scudder fund accounts, shareholders can call Scudder's
Automated Information Line (SAIL) at 1-800-343-2890. During periods of extreme
economic or market changes, or other conditions, it may be difficult for you to
effect telephone transactions in your account. In such an event you should write
to the Fund; please see "How to contact Scudder" for the address.

Investment flexibility

Scudder offers toll-free telephone exchange between funds at current net asset
value. You can move your investments among money market, income,    growth,    
tax-free and growth    and income     funds with a simple toll-free call or, if
you prefer, by sending your instructions through the mail or by fax. Telephone
and fax redemptions and exchanges are subject to termination and their terms are
subject to change at any time by the Fund or the transfer agent. In some cases,
the transfer agent or Scudder Investor Services, Inc. may impose additional
conditions on telephone transactions.

Dividend reinvestment plan

You may have dividends and distributions automatically reinvested in additional
Fund shares. Please call 1-800-225-5163 to request this feature.

Shareholder statements

You receive a detailed account statement every time you purchase or redeem
shares. All of your statements should be retained to help you keep track of
account activity and the cost of shares for tax purposes.

Shareholder reports

In addition to account statements, you receive periodic shareholder reports
highlighting relevant information, including investment results and a review of
portfolio changes.

To reduce the volume of mail you receive, only one copy of most Fund reports,
such as the Fund's Annual Report, may be mailed to your household (same surname,
same address). Please call 1-800-225-5163 if you wish to receive additional
shareholder reports.

Newsletters

Four times a year, Scudder sends you At the Helm, an informative newsletter
covering economic and investment developments, service enhancements and other
topics of interest to Scudder fund investors.

Scudder Funds Centers

As a convenience to shareholders who like to conduct business in person, Scudder
Investor Services, Inc. maintains Funds Centers in Boca Raton, Boston, Chicago,
Cincinnati, Los Angeles, New York, Portland (OR),    San Diego,     San
Francisco and Scottsdale.

T.D.D. service for the hearing impaired

Scudder's full range of investor information and shareholder services is
available to hearing impaired investors through a toll-free T.D.D. (Telephone
Device for the Deaf) service. If you have access to a T.D.D., call
1-800-543-7916 for investment information or specific account questions and
transactions.


Scudder tax-advantaged retirement plans

Scudder offers a variety of tax-advantaged retirement plans for individuals,
businesses and non-profit organizations. These flexible plans are designed for
use with the Scudder Family of Funds (except Scudder tax-free funds, which are
inappropriate for such plans). Scudder Funds offer a broad range of investment
objectives and can be used to seek almost any investment goal. Using Scudder's
retirement plans can help shareholders save on current taxes while building
their retirement savings.

* Scudder No-Fee IRAs. These retirement plans allow a maximum annual
contribution of $2,000 per person for anyone with earned income. Many people can
deduct all or part of their contributions from their taxable income, and all
investment earnings accrue on a tax deferred basis. The Scudder No-Fee IRA
charges no annual custodial fee.

* 401(k) Plans. 401(k) plans allow employers and employees to make
tax-deductible retirement contributions. Scudder offers a full service program
that includes recordkeeping, prototype plan, employee communications and trustee
services, as well as investment options.

* Profit Sharing and Money Purchase Pension Plans. These plans allow
corporations, partnerships and people who are self-employed to make annual,
tax-deductible contributions of up to $30,000 for each person covered by the
plans. Plans may be adopted individually or paired to maximize contributions.
These are sometimes known as Keogh plans.

*        403(b) Plans. Retirement plans for tax-exempt  organizations and school
         systems to which employers and employees may both contribute.

*        SEP-IRAs. Easily administered retirement plans for small businesses and
         self-employed  individuals.  The maximum annual contribution to SEP-IRA
         accounts is adjusted each year for inflation.

   

*        Scudder  Horizon Plan. A no-load  variable  annuity that lets you build
         assets by deferring  taxes on your investment  earnings.  You can start
         with $2,500 or more.

    

Scudder Trust Company (an affiliate of the Adviser) is Trustee or Custodian for
some of these plans and is paid an annual fee    for some     of the above
retirement plans. For information about establishing a Scudder No-Fee IRA,
   SEP-IRA, Profit Sharing Plan, Money Purchase Pension Plan or a Scudder
Horizon Plan,     please call 1-800-225-2470. For information about 401(k)s
   or     403(b)s        please call 1-800-323-6105. To effect transactions in
existing IRA, SEP-IRA, Profit Sharing or Pension Plan accounts, call
1-800-225-5163.

   

The variable  annuity  contract is provided by Charter  National Life  Insurance
Company (in New York State,  Intramerica  Life Insurance  Company (S 1802).  The
contract is offered by Scudder Insurance Agency, Inc. (in New York State, Nevada
and Montana,  Scudder  Insurance  Agency of New York,  Inc.).  CNL,  Inc. is the
Principal Underwriter. Scudder Horizon Plan is not available in all states.

    



Trustees and Officers

Daniel Pierce*
         President and Trustee

Lynn S. Birdsong*
         Trustee

Thomas J. Devine
         Trustee; Consultant

Peter B. Freeman
         Trustee; Corporate Director and Trustee
       
Wilson Nolen
         Trustee; Consultant

Juris Padegs*
         Trustee

Jerard K. Hartman*
         Vice President

Thomas W. Joseph*
         Vice President

David S. Lee*
         Vice President

Thomas M. Poor*
         Vice President

Robert E. Pruyne*
         Vice President

Thomas F. McDonough*
         Vice President, Secretary and Assistant Treasurer

Pamela A. McGrath*
         Vice President and Treasurer

Edward J. O'Connell*
         Vice President and Assistant Treasurer

Kathryn L. Quirk*
         Vice President and Assistant Secretary

Coleen Downs Dinneen*
         Assistant Secretary

*Scudder, Stevens & Clark, Inc.

Investment products and services

The Scudder Family of Funds

Money market
         Scudder Cash Investment Trust
         Scudder U.S. Treasury Money Fund
Tax free money market+
         Scudder Tax Free Money Fund
         Scudder California Tax Free Money Fund*
         Scudder New York Tax Free Money Fund*
Tax free+
         Scudder California Tax Free Fund*
         Scudder High Yield Tax Free Fund
         Scudder Limited Term Tax Free Fund
         Scudder Managed Municipal Bonds
         Scudder Massachusetts Limited Term Tax Free Fund*
         Scudder Massachusetts Tax Free Fund*
         Scudder Medium Term Tax Free Fund
         Scudder New York Tax Free Fund*
         Scudder Ohio Tax Free Fund*
         Scudder Pennsylvania Tax Free Fund*
Growth and Income
         Scudder Balanced Fund
         Scudder Growth and Income Fund
Income
         Scudder Emerging Markets Income Fund Scudder GNMA Fund Scudder Income
         Fund Scudder International Bond Fund Scudder Short Term Bond Fund
         Scudder Short Term Global Income Fund Scudder Zero Coupon 2000 Fund
Growth
         Scudder Capital Growth Fund
         Scudder Development Fund
         Scudder Global Fund
         Scudder Global Small Company Fund
         Scudder Gold Fund
            Scudder Greater Europe Growth Fund    
         Scudder International Fund
         Scudder Latin America Fund
         Scudder Pacific Opportunities Fund
         Scudder Quality Growth Fund
         Scudder Value Fund
         The Japan Fund

Retirement Plans and Tax-Advantaged Investments
         IRAs
         Keogh Plans
         Scudder Horizon Plan*+++ (a variable annuity)
         401(k) Plans
         403(b) Plans
         SEP-IRAs
         Profit Sharing and Money Purchase Pension Plans

Closed-end Funds#
         The Argentina Fund, Inc.
         The Brazil Fund, Inc.
         The First Iberian Fund, Inc.
         The Korea Fund, Inc.
         The Latin America Dollar Income Fund, Inc.
         Montgomery Street Income Securities, Inc.
         Scudder New Asia Fund, Inc.
         Scudder New Europe Fund, Inc.
         Scudder World Income Opportunities Fund, Inc.

Institutional Cash Management
         Scudder Institutional Fund, Inc.
         Scudder Fund, Inc.
         Scudder Treasurers Trust(tm)++

For complete information on any of the above Scudder funds, including management
fees and expenses, call or write for a free prospectus. Read it carefully before
you invest or send money. +A portion of the income from the tax-free funds may
be subject to federal, state and local taxes. *Not available in all states. +++A
no-load variable annuity contract provided by Charter National Life Insurance
Company and its affiliate, offered by Scudder's insurance agencies,
1-800-225-2470. #These funds, advised by Scudder, Stevens & Clark, Inc., are
traded on various stock exchanges. ++For information on Scudder Treasurers
Trust(tm), an institutional cash management service that utilizes certain
portfolios of Scudder Fund, Inc. ($100,000 minimum), call:
1-800-541-7703.



How to contact Scudder

Account Service and Information:

         For existing account service and transactions

                  Scudder    Investor Relations    
                  1-800-225-5163

         For account updates, prices, yields, exchanges and redemptions

                  Scudder Automated Information Line (SAIL)
                  1-800-343-2890

Investment Information:

         To  receive   information  about  the  Scudder  funds,  for  additional
         applications and prospectuses, or for investment questions

                  Scudder Investor Relations
                  1-800-225-2470

         For establishing        401(k) and 403(b) plans

                  Scudder    Defined Contribution     Services
                  1-800-323-6105

Please address all correspondence to:

                  The Scudder Funds
                  P.O. Box 2291
                  Boston, Massachusetts
                  02107-2291

Or Stop by a Scudder Funds Center:

         Many shareholders enjoy the personal, one-on-one service of the Scudder
         Funds Centers. Check for a Funds Center near you--they can be found in
         the following cities:

                  Boca Raton
                  Boston
                  Chicago
                  Cincinnati
                  Los Angeles
                  New York
                  Portland, OR
                     San Diego    
                  San Francisco
                  Scottsdale

For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and trusts which
utilizes certain portfolios of Scudder Fund, Inc.* ($100,000 minimum), call:
1-800-541-7703.

For information on Scudder Institutional Funds*, funds designed to meet the
broad investment management and service needs of banks and other institutions,
call: 1-800-854-8525.

Scudder Investor    Relations     and Scudder Funds Centers are services
provided through Scudder Investor Services, Inc., Distributor.

* Contact Scudder Investor Services, Inc., Distributor, to receive a prospectus
with more complete information, including management fees and expenses. Please
read it carefully before you invest or send money.

<PAGE>




                          SCUDDER SHORT TERM BOND FUND


          A Pure No-Load(TM) (No Sales Charge) Diversified Mutual Fund
              Series Which Seeks to Provide a High Level of Income
                   Consistent With a High Degree of Principal
                    Stability By Investing Primarily in High
                           Quality, Short-Term Bonds

   
                                      and

                         SCUDDER ZERO COUPON 2000 FUND

   A Pure No-Load(TM) (No Sales Charge) High-Quality Diversified Mutual Fund
      Series Designed For Investors Who Seek as High an Investment Return
           Over a Selected Period as is Consistent With Investment in
      U.S. Government Securities and the Minimization of Reinvestment Risk
    








                      STATEMENT OF ADDITIONAL INFORMATION

                               May 1,    1995    





         This     combined      Statement  of  Additional  Information  is not a
prospectus and should be read in conjunction  with the  prospectuses  of Scudder
Short Term Bond Fund    and  Scudder Zero Coupon 2000 Fund each     dated May 1,
   1995    ,  as  amended  from time to time,  copies  of which may be  obtained
without charge by writing to Scudder Investor Services,  Inc., Two International
Place, Boston, Massachusetts 02110-4103.



<PAGE>


<TABLE>
<CAPTION>

                                                   TABLE OF CONTENTS
                                                                                                                   Page

   

<S>                                                                                                                  <C>
THE FUNDS' INVESTMENT OBJECTIVES AND POLICIES.........................................................................1
         Investment Objective and Policies of Short Term Bond Fund....................................................1
         Investment Considerations of Short Term Bond Fund............................................................2
         Investment Objective and Policies of Zero Coupon 2000 Fund...................................................3
         Management of Reinvestment Risk and Anticipated Growth of Zero Coupon 2000 Fund..............................4
         Liquidation and Distribution of Assets in Target Year of Zero Coupon 2000 Fund...............................5
         Management Strategies and Portfolio Turnover of Zero Coupon 2000 Fund........................................5
         Specialized Investment Techniques............................................................................6
         Investment Restrictions.....................................................................................19

PURCHASES............................................................................................................21
         Additional Information About Opening An Account.............................................................21
         Additional Information About Making Subsequent Investments By Telephone Order...............................21
         Checks......................................................................................................22
         Wire Transfer of Federal Funds..............................................................................22
         Share Price.................................................................................................22
         Share Certificates..........................................................................................22
         Other Information...........................................................................................23

EXCHANGES AND REDEMPTIONS............................................................................................23
         Exchanges...................................................................................................23
         Redemption by Telephone.....................................................................................24
         Redemption by Mail or Fax...................................................................................25
         Redemption by "Write-A-Check"...............................................................................25
         Other Information...........................................................................................25

FEATURES AND SERVICES OFFERED BY THE FUNDS...........................................................................26
         The Pure No-Load(TM) Concept................................................................................26
         Distribution Plans..........................................................................................27
         Diversification.............................................................................................27
         Scudder Funds Centers.......................................................................................27
         Reports to Shareholders.....................................................................................28
         Transaction Summaries.......................................................................................28

THE SCUDDER FAMILY OF FUNDS..........................................................................................28

SPECIAL PLAN ACCOUNTS................................................................................................31
         Scudder Retirement Plans:  Profit-Sharing and Money Purchase Pension Plans for Corporations and
              Self-Employed Individuals..............................................................................31
         Scudder 401(k): Cash or Deferred Profit-Sharing Plan for Corporations and Self-Employed Individuals.........32
         Scudder IRA:  Individual Retirement Account.................................................................32
         Scudder 403(b) Plan.........................................................................................33
         Automatic Withdrawal Plan...................................................................................33
         Group or Salary Deduction Plan..............................................................................33
         Automatic Investment Plan...................................................................................34
         Uniform Transfers/Gifts to Minors Act.......................................................................34
         Scudder Trust Company.......................................................................................34

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS............................................................................34

</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>

                                             TABLE OF CONTENTS (continued)
                                                                                                                   Page

<S>                                                                                                                 <C>
PERFORMANCE AND OTHER INFORMATION....................................................................................35
         Average Annual Total Return.................................................................................35
         Cumulative Total Return.....................................................................................35
         Total Return................................................................................................36
         Yield.......................................................................................................36
         Comparison of Fund Performance..............................................................................37

ORGANIZATION OF THE FUNDS............................................................................................40

INVESTMENT ADVISER...................................................................................................41
         Personal Investments by Employees of the Adviser............................................................44

TRUSTEES AND OFFICERS................................................................................................45

REMUNERATION.........................................................................................................46

DISTRIBUTOR..........................................................................................................47

TAXES................................................................................................................48

PORTFOLIO TRANSACTIONS...............................................................................................51
         Brokerage Commissions.......................................................................................51
         Portfolio Turnover..........................................................................................52

NET ASSET VALUE......................................................................................................53

ADDITIONAL INFORMATION...............................................................................................54
         Experts.....................................................................................................54
         Shareholder Indemnification.................................................................................54
         Other Information...........................................................................................54

FINANCIAL STATEMENTS.................................................................................................55

RATINGS OF CORPORATE BONDS...........................................................................................56

GLOSSARY.............................................................................................................57

    
</TABLE>

                                       ii
<PAGE>





              THE FUND   S'     INVESTMENT OBJECTIVES AND POLICIES

                  (See "Investment objective and policies" and
                   "Additional information about policies and
                   investments" in the Funds' prospectuses.)

   
         Scudder Funds Trust,  a  Massachusetts  business trust of which Scudder
Short Term Bond Fund  ("Short Term Bond Fund") and Scudder Zero Coupon 2000 Fund
("Zero Coupon 2000 Fund") are series, is referred to herein as the "Trust." Each
Fund  is a  pure  no-load(TM),  open-end  management  investment  company  which
continuously  offers and redeems its shares.  Each Fund is a company of the type
commonly known as a mutual fund.  Short Term Bond Fund and Zero Coupon 2000 Fund
are both diversified series of the Trust. These series are sometimes referred to
individually as a "Fund" and jointly as the "Funds."     

   
         Changes in  portfolio  securities  are made on the basis of  investment
considerations,  and it is against the policy of  management to make changes for
trading  purposes.  Neither Fund can  guarantee a gain or eliminate  the risk of
loss and the net asset  value of each Fund's  shares  will  increase or decrease
with changes in the market price of that Fund's investments.     

   
         Because of each Fund's investment  considerations  discussed herein and
their  investment  policies,  investment  in shares of a Fund is not intended to
provide a complete investment program for an investor.  The value of each Fund's
shares when sold may be higher or lower than when purchased.     

   
         The following objectives and policies,  except as otherwise stated, are
not fundamental and may be changed without a shareholder  vote.  There can be no
assurance that either Fund will achieve its investment objective.
    

Investment Objective and Policies    of Short Term Bond Fund    

            Short  Term Bond  Fund      seeks to  provide a high level of income
consistent with a high degree of principal  stability by investing  primarily in
high quality,  short-term bonds. The dollar-weighted  average effective maturity
of the Fund's portfolio may not exceed three years. Within this limitation,  the
Fund may purchase individual securities with    remaining  stated     maturities
greater than three years. In some cases the Fund's investment adviser,  Scudder,
Stevens & Clark,  Inc. (the "Adviser") will determine the effective  maturity of
debt securities       .

         The Fund invests at least 65% of its net assets in a managed  portfolio
of bonds,  which include U.S.  Government and agency notes and bonds,  fixed and
adjustable rate bonds,  debentures  (convertible and non-convertible),  stripped
coupons  and bonds,  asset-backed  bonds and  certificates,  mortgage  bonds and
pass-through  certificates,   corporate  notes  (including  convertible  notes),
equipment  trust  certificates,  and the bond  portion  of units  with  stock or
warrants to buy stock attached       .

         The Fund will maintain a dollar-weighted  average  effective  portfolio
maturity  of not more than three  years.  This  means  that the  dollar-weighted
average  duration  of the Fund's  investments  will be less than or equal to the
duration of a current coupon U.S.  Treasury  obligation with a remaining  stated
maturity of three years.  Duration  represents the weighted  average maturity of
expected cash flows (i.e.  interest and principal  payments) on one or more debt
obligations,  discounted to their present values.  The duration of an obligation
is always less than or equal to its stated maturity and relates to the degree of
the volatility in the market value of the obligation.

         In computing  the  dollar-weighted  average  effective  maturity of its
portfolio,  the Fund  will  have to  estimate  the  effective  maturity  of debt
obligations that are subject to prepayment or redemption by the issuer, based on
projected cash flows from such obligations.  Subject to the requirement that the
dollar-weighted  average  effective  portfolio  maturity  will not exceed  three
years,  the Fund may invest in  individual  debt  obligations  of any  maturity,
including obligations with a remaining stated maturity of more than three years.
For purposes of the Fund's  investment  policy, an instrument will be treated as
having a maturity  earlier than its stated  maturity date if the  instrument has
technical  features  (such as puts or demand  features)  or a  variable  rate of
interest  which,  in the judgment of the Adviser,  will result in the instrument
being valued in the market as though it has the earlier maturity.


<PAGE>

Investment Considerations    of Short Term Bond Fund    

            Short  Term Bond      Fund may invest in  obligations  issued by the
U.S.  Government,  such as U.S. Treasury bills,  notes and bonds, in obligations
backed by the full faith and credit of the U.S.  Government such as those issued
by  the  Export-Import   Bank  of  the  United  States,   the  General  Services
Administration  and  the  Government   National  Mortgage   Association  and  in
obligations issued by instrumentalities of the U.S. Government.

         Obligations  purchased may include the foregoing as well as obligations
of issuers other than the U.S.  Government  such as those issued by corporations
and other  issuers,  provided  that such  obligations  (i)  either  provide  for
interest,  which may be fixed or variable, or are issued at a discount from face
value, such as U.S. Treasury bills or zero coupon  securities,  (ii) entitle the
holder or registered  owner to receive from the issuer the face value thereof on
a specified date or on a date determined by the holder or owner,  and (iii) meet
the quality  standards  described in the Fund's  prospectus and in this section.
Examples  of such  securities  include  corporate  and  other  bonds,  notes and
debentures,  whether or not  convertible  or with warrants  attached;  equipment
trust certificates;  certificates of deposit due in over one year; and mortgage-
or other asset-backed securities; as well as money market instruments due in one
year  or  less,  such  as  finance  company  and  corporate   commercial  paper,
certificates  of deposit  and  bankers'  acceptances;  and any of the  foregoing
obligations of either long or short maturities of foreign issuers.  Any value of
the conversion  feature of convertible  securities or warrants  attached to debt
obligations will be realized through sale and not through  exercise.  Investment
in money market  instruments  will be incidental to the  management of the Fund;
provided, however, that the Fund may invest more than 35% of its assets in money
market instruments for temporary  defensive purposes when, in the opinion of the
Adviser, economic conditions warrant such investment.

         The Fund may invest in  certificates  of deposit of large  domestic and
foreign  banks  (i.e.,  banks  which  at the time of their  most  recent  annual
financial  statements show total assets in excess of one billion U.S.  dollars),
including  foreign  branches of domestic banks,  and  certificates of deposit of
smaller banks as described below.  Although the Fund recognizes that the size of
a bank is  important,  this  fact  alone is not  necessarily  indicative  of its
creditworthiness.  Investment in certificates of deposit issued by foreign banks
or  foreign  branches  of  domestic  banks  involves  investment  risks that are
different in some respects from those associated with investment in certificates
of  deposit   issued  by  domestic   banks.   See   "   Specialized   Investment
Techniques--    Foreign Securities       ."

         The Fund may also invest in certificates of deposit issued by banks and
savings and loan institutions  which had at the time of their most recent annual
financial  statements  total  assets  of less  than one  billion  U.S.  dollars,
provided  that (i) the  principal  amounts of such  certificates  of deposit are
insured by an agency of the U.S. Government,  (ii) at no time will the Fund hold
more than $100,000  principal  amount of certificates of deposit of any one such
bank,  and  (iii) at the time of  acquisition,  no more  than 10% of the  Fund's
assets (taken at current value) are invested in  certificates of deposit of such
banks having total assets not in excess of one billion dollars.

         Other eligible  investments for the Fund include  privately-placed  and
foreign  obligations.  See  "   Specialized  Investment  Techniques--    Foreign
Securities       ."  Privately-placed  obligations  are  neither  listed  on  an
exchange nor traded  over-the-counter  and,  generally,  are subject to legal or
contractual  restrictions  on  resale.  Companies  that  issue  privately-placed
obligations  may not be subject to the disclosure and other investor  protection
requirements  that are generally  applicable to companies whose  obligations are
publicly traded. There may be less publicly available information concerning the
issuers of  privately-placed  obligations.  As a result,  the achievement of the
Fund's  objective  through  investment in such obligations may be more dependent
upon the  Adviser's  own credit  analysis  than is the case for publicly  traded
obligations.  Further, the market for  privately-placed  obligations may be less
liquid than that of publicly traded obligations. Consequently,  privately-placed
obligations  may be more  difficult to value than publicly  traded  obligations.
Although  privately-placed  obligations may be resold, due to market illiquidity
and other factors the price realized from the sale of such obligations  could be
less than what may be  considered  their fair  value.  Investment  of the Fund's
assets in relatively  illiquid  obligations  may restrict the Fund's  ability to
dispose  of assets in a timely  manner and at a fair  price.  The Fund may incur
costs and encounter delays if privately-placed  obligations held by the Fund are
required to be registered before the Fund can dispose of them.

         At  least  65% of  the  Fund's  net  assets  will  be  invested  in (a)
obligations of the U.S. Government,  its agencies or instrumentalities,  and (b)
debt  securities  rated,  at the  time of  purchase,  in one of the two  highest
   ratings      categories of Standard and Poor's         ("S&P") (AAA or AA) or
Moody's Investors Service, Inc. ("Moody's") (Aaa or Aa) or, if not rated, judged
to be of  comparable  quality by the Adviser.  The Fund may also invest in money

                                       2
<PAGE>

market  instruments  of an issuer if at the time of purchase (a) such issuer has
outstanding  long-term debt  obligations  which are rated within the two highest
grades  assigned  by Moody's or S&P or (b) if the issuer has no  long-term  debt
obligations  outstanding  or its  outstanding  long-term  debt  obligations  are
unrated,     those  obligations  are      judged by the Adviser,  subject to the
Trustees'  review,  to  be  of  comparable  creditworthiness  to  issuers  whose
long-term  debt  obligations  are  assigned  one of the two  highest  ratings of
Moody's  or  S&P.  Credit  enhancements  can be  looked  to for  credit  quality
determinations.  (See  "RATINGS OF  CORPORATE  BONDS.")  The Fund has no present
intention of purchasing  securities  rated below Baa by Moody's or BBB by S&P or
judged to be of comparable quality.

   Investment Objective and Policies of Zero Coupon 2000 Fund    

   
         Zero  Coupon  2000 Fund seeks to provide as high an  investment  return
over a selected  period as is  consistent  with  investment  in U.S.  Government
securities,  and with the minimization of reinvestment  risk. For the purpose of
the  Fund's  objective,  privately  stripped  coupons on and  receipts  for such
securities are treated as U.S. Government securities.  The Fund invests at least
80% of its net assets in zero coupon securities.  The Fund also may invest up to
20% of its  assets  in  interest-paying  U.S.  Treasury  notes  and  bonds,  and
repurchase  agreements  with  respect  to  such  securities.  The  Fund  invests
primarily in zero coupon  securities  maturing not later than a selected  target
calendar  year  (sometimes  called the  "Maturity  Year" or "Target  Year") on a
selected Target Date (sometimes called the "Maturity Date"). At least 50% of the
net assets of the Fund will be invested in zero coupon  securities  which mature
within  two  years of a  selected  Target  Date.  The Fund  also may  invest  in
interest-paying  U.S.  Treasury  notes and  bonds,  and  repurchase  agreements.
Currently,  the Trust  offers one Fund  maturing in 2000.  (The  Trustees of the
Trust also have established Funds maturing in 2005 and 2010, but these two Funds
are not currently being offered.) On the Maturity Date in December of the Target
Year of the Fund,  all of its assets  will be  liquidated  and the net  proceeds
distributed to shareholders promptly thereafter.

         The Fund may invest in zero  coupon  securities,  interest-paying  U.S.
Treasury  notes  and bonds  which  are  rated AAA or AA by S&P,  or Aaa or Aa by
Moody's, or judged by the Adviser to be of equivalent quality. The Fund may also
enter into  repurchase  agreements  with selected banks and broker  dealers.  At
least 80% of the Fund's  net  assets  will be in zero  coupon  securities.  Such
securities are non-interest (non-cash) paying debt obligations which are payable
in full at maturity.  These  securities  include U.S.  Treasury  notes and bonds
which  have  no  coupons  and do not  pay  cash  income,  U.S.  Treasury  bills,
individual  interest  coupons which trade separately and evidences of receipt of
such securities.

         Zero coupon  securities  usually  trade at a deep  discount  from their
face, or par,  value and are subject to greater market value  fluctuations  from
changing  interest rates than debt  obligations of comparable  maturities  which
make current  distributions of interest (cash). As a result, the net asset value
of shares of the Fund  prior to its  Target  Date may  fluctuate  over a greater
range than shares of mutual funds investing in interest paying securities having
similar maturities.  The current net asset value of the Fund generally will vary
inversely with changes in current interest rates.

         Zero coupon securities  include  securities issued directly by the U.S.
Treasury,  and U.S. Treasury bonds or notes and their unmatured interest coupons
and  receipts  for  their  underlying  principal  ("coupons")  which  have  been
separated by their holder,  typically a custodian  bank or investment  brokerage
firm. A holder will separate the interest coupons from the underlying  principal
(the "corpus") of the U.S. Treasury  security.  A number of securities firms and
banks have  stripped the  interest  coupons and receipts and then resold them in
custodial receipt programs with a number of different names, including "Treasury
Income  Growth  Receipts"  ("TIGRS")  and  Certificate  of Accrual on Treasuries
("CATS").  The underlying U.S.  Treasury bonds and notes  themselves are held in
book-entry  form  at the  Federal  Reserve  Bank  or,  in  the  case  of  bearer
securities,  (i.e.,  unregistered  securities  which are owned ostensibly by the
bearer or holder thereof), in trust on behalf of the owners thereof.  Counsel to
the  underwriters  of these  certificates or other evidences of ownership of the
U.S.  Treasury  securities  have  stated  that for  federal  tax and  securities
purposes,  in their opinion purchasers of such  certificates,  such as the Fund,
most  likely  will be deemed  the  beneficial  holders  of the  underlying  U.S.
Government securities.

         The  Treasury  has  facilitated  transfers  of ownership of zero coupon
securities by accounting  separately for the beneficial  ownership of particular
interest coupon and corpus payments on Treasury  securities  through the Federal
Reserve  book-entry  record-keeping  system.  The  Federal  Reserve  program  as
established by the Treasury Department is known as "STRIPS" or "Separate Trading


                                       3
<PAGE>
of Registered  Interest and Principal of Securities."  Under the STRIPS program,
the Fund will be able to have its beneficial ownership of zero coupon securities
recorded directly in the book-entry  record-keeping  system in lieu of having to
hold certificates or other evidences of ownership of the underlying U.S.
Treasury securities.

         When U.S.  Treasury  obligations  have been stripped of their unmatured
interest  coupons  by the  holder,  the  principal  or  corpus is sold at a deep
discount  because the buyer  receives  only the right to receive a future  fixed
payment on the  security  and does not receive  any rights to periodic  interest
(cash) payments. Once stripped or separated,  the corpus and coupons may be sold
separately.  Typically,  the coupons are sold  separately  or grouped with other
coupons with like maturity  dates and sold in such bundled  form.  Purchasers of
stripped  obligations   acquire,  in  effect,   discount  obligations  that  are
economically  identical to the zero coupon  securities  that the Treasury  sells
itself.

         Up to 20% of the Fund's net assets may be invested  in  interest-paying
U.S.  Treasury notes and bonds,  and repurchase  agreements with respect to such
securities.  These  interest-paying  securities  produce  income which may be an
efficient  way to provide for  expenses  and  redemption  payments,  among other
things.

Management of Reinvestment Risk and Anticipated Growth of Zero Coupon 2000 Fund

         Reinvestment  risk arises from the  uncertainty  as to the total return
which will be realized from conventional  interest-paying  bonds due to the fact
that periodic interest (cash) will be reinvested in the future at interest rates
unknown  at the time of the  original  purchase.  With zero  coupon  securities,
however,  there are no cash  distributions  to reinvest,  so  investors  bear no
reinvestment risk if they hold a zero coupon security to maturity.

         For an investor who makes a direct investment in a zero coupon security
(not in a zero coupon fund) and holds it to its maturity, the return or yield to
maturity is  certain--regardless  of whether interim  reinvestment rates rise or
fall. (See table below.)

<TABLE>
<CAPTION>
                                                                  Total Ending Value^1 on a $1,000
                                                                    Investment (Realized Yield)
                    Initial                                         If reinvestment rates are^1:
                    Coupon            Yield to
(Interest)          Maturity          Maturity           6%         8%         10%        12%        14% 
- ----------          --------          --------         -----      -----      ------     ------     ------

<C>                 <C>               <C>              <C>        <C>        <C>        <C>        <C>  
10%                 10 years          10%              $2345      $2490      $2655      $2841      $3052
                                                       (8.7%)     (9.3%)     (10%)      (10.7%)    (11.5%)

0%                  10 years          10%              $2655      $2655      $2655      $2655      $2655
                                                       (10%)      (10%)      (10%)      (10%)      (10%)

</TABLE>

         Due to the nature of zero coupon securities, which comprise 80% or more
of the investments of the Fund, the reinvestment  risk accompanying this Fund is
less than  would be the case if this Fund were  entirely  invested  in  interest
(cash)-paying securities. Furthermore, the Fund's Adviser believes it can reduce
reinvestment  risk by  maintaining  the Fund's  average  duration  within twelve
months of the Fund's Target Date.

         Duration is a measure of the length of an  investment  which takes into
account,  through present value analysis,  the timing and amount of any interest
payments as well as the amount of the principal repayment.  Duration is commonly
used by professional  investment managers to help control  reinvestment risk, by
balancing  investments  with  slightly  longer and shorter  maturities  than the
investment horizon of the overall Fund.

         When held to maturity, an investor's investment return in the Fund will
consist  primarily of the accretion of discount on the underlying  securities in
the Fund (the difference between their issue price and their maturity value) and
will be realized on the specified  Target Date. The anticipated  growth rate for
the Fund is the  annualized  rate of growth  investors  may expect from the time
they  purchase  the Fund's  shares until the Fund's  Target Date.  The Fund will
calculate  its  anticipated  growth rate on each  business day. Such a rate will

     --------
      1 These results assume  semiannual  compounding.  For illustration
purposes  only,  the table above assumed these  reinvestment  rates would remain
constant over the life of the bond.  The actual  reinvestment  rates,  and total
returns of coupon-paying  bonds,  will vary with changing market  conditions.


                                       4
<PAGE>
vary from day to day  because  of changes in  interest  rates and other  factors
affecting  the  value  of the  Fund's  investments,  and  is  based  on  certain
assumptions  such as  reinvestment  of dividends and  distributions,  a constant
expense ratio and portfolio composition. Furthermore, changes in the price among
securities  with different  maturities and  shareholder  redemptions  can affect
investment return, as can the skill of the Adviser in managing the Fund.

Liquidation and Distribution of Assets in Target Year of Zero Coupon 2000 Fund

         As  securities  in the Fund  mature or are sold  throughout  the Target
Year,  the proceeds will be invested in eligible  money market  instruments.  By
December of that year,  substantially all of the assets of the Fund will consist
of such eligible  money-market  instruments and other then-maturing  securities.
These instruments will be sold or allowed to mature, the liabilities of the Fund
will be  discharged  or  provision  made  therefor,  and the net assets  will be
distributed  pro rata to  shareholders  or  reinvested at their  direction.  The
estimated  expenses  of  terminating  and  liquidating  the Fund will be accrued
ratably over its Target Year. These expenses, which are charged to income as are
all  expenses,  are not expected to exceed  significantly  the  ordinary  annual
expenses  incurred  by the Fund,  and,  therefore,  should have no effect on the
maturity value of the Fund.

         If a  shareholder  does not complete an election  form  directing  what
should be done with the liquidation  proceeds,  a check for the proceeds will be
mailed to the  shareholder's  address  of record in  complete  discharge  of the
Fund's  obligation to the shareholder.  In no event,  however,  will liquidation
proceeds  be  distributed  unless  all  share  certificates,  if any,  have been
returned to, or other arrangements have been made which are satisfactory to, the
Trust or its transfer agent, Scudder Service Corporation (the "Transfer Agent").
Retirement  plan  participants  who do not choose an option will  receive  their
distribution  as a  reinvestment  into Scudder  U.S.  Treasury  Money Fund.  All
distributions  in  liquidation  will be made  subject  to  compliance  with  any
applicable regulatory positions.

         The practice of declaring and paying dividends annually (see "DIVIDENDS
AND CAPITAL GAINS  DISTRIBUTIONS") may be changed, and dividend declarations and
payments may be withheld  during the Maturity  Year  immediately  preceding  the
final  distribution  of the  assets of the Fund,  and the  amounts  so  withheld
distributed  in  liquidation  if the Trustees  determine that it would be in the
best interest of the Fund's shareholders to do so.

Management Strategies and Portfolio Turnover of Zero Coupon 2000 Fund

         In pursuit of its investment objectives, the Fund purchases obligations
that it believes  are  attractive  and  competitive  values in terms of quality,
yield and relationship of current price to maturity value. However,  recognizing
the  dynamics  of bond  prices  in  response  to  changes  in  general  economic
conditions, fiscal and monetary policies, interest levels and market forces such
as supply  and demand for  various  bond  issues,  the  Adviser,  subject to the
Trustees' review,  manages the Fund, attempting to achieve as high an investment
return over selected periods as is consistent with investment in U.S. Government
securities  and  with  the  minimization  of  reinvestment   risk.  The  primary
strategies employed in the management of the Fund are:

         Emphasis  on  Quality.  The Fund is a high  quality  portfolio  of zero
coupon  securities,  which include U.S.  Treasury  notes and bonds which have no
coupons and are not entitled to income, U.S. Treasury bills, individual interest
coupons which trade separately and evidences of receipt of such securities.  The
ratings  assigned by Moody's and S&P represent  their opinions as to the quality
of the securities  which they undertake to rate,  many of which may be purchased
by the Fund. The Fund will invest in zero coupon securities, including both U.S.
Government  and  privately  stripped  coupons and receipts  for U.S.  Government
securities, which are rated AAA or AA by S&P, or Aaa or Aa by Moody's. It should
be emphasized,  however, that ratings are general and are not absolute standards
of  quality.  Furthermore,  even  within  the  high-quality  segment of the bond
market,  relative  credit  standing  and market  perceptions  thereof may shift.
Therefore,  the Adviser believes that it should review  continuously the quality
of debt  obligations.  The  Fund's  Adviser  has over many  years  developed  an
experienced  staff to assign its own quality  ratings  which are  considered  in
making value  judgments and in arriving at purchase or sale  decisions.  Through
the discipline of this procedure the Adviser  attempts to discern  variations in
credit rankings of the published  services,  and to anticipate changes in credit
ranking.  Should the rating of a portfolio  security be downgraded,  the Adviser
will  determine  whether  it is in the best  interest  of the Fund to  retain or
dispose of the security. (See "RATINGS OF CORPORATE BONDS.")


                                       5
<PAGE>

         Emphasis on Relative  Valuation.  The  interest  rate (and hence price)
relationships  between  different  categories  of bonds of the same or generally
similar  maturity  tend to change  constantly  in  reaction  to broad  swings in
interest rates and factors affecting relative supply and demand. These temporary
disparities in normal yield relationships may afford  opportunities to implement
a flexible  policy of trading  the  Fund's  holdings  in order to invest in more
attractive market sectors or specific issues.

         Market  Trading  Opportunities.  In  addition  to the above,  the Fund,
consistent  with its  investment  policies,  may  engage in  short-term  trading
(selling  securities  held for brief  periods of time,  usually  less than three
months) if the Adviser  believes  that such  transactions,  net of costs,  would
further the attainment of the Fund's  objective.  The needs of different classes
of lenders and borrowers and their changing  preferences and circumstances  have
in the past caused market dislocations unrelated to fundamental creditworthiness
and trends in interest rates which have presented market trading  opportunities.
There can be no  assurance  that such  dislocations  will occur in the future or
that the Fund will be able to take  advantage  of them.  The Fund will limit its
voluntary  short-term trading to the extent necessary to qualify as a "regulated
investment company" under the Internal Revenue Code. (See "TAXES.")     

Specialized Investment Techniques

Mortgage-Backed  Securities and Mortgage Pass-Through Securities.     Short Term
Bond Fund     may also invest in mortgage-backed securities, which are interests
in pools of mortgage  loans,  including  mortgage loans made by savings and loan
institutions,  mortgage bankers,  commercial banks and others. Pools of mortgage
loans are assembled as securities for sale to investors by various governmental,
government-related  and private  organizations  as further  described below. The
Fund may also  invest in debt  securities  which  are  secured  with  collateral
consisting  of   mortgage-backed   securities  (see   "Collateralized   Mortgage
Obligations"), and in other types of mortgage-related securities.

         A decline in interest  rates may lead to a faster rate of  repayment of
the  underlying  mortgages,  and expose the Fund to a lower rate of return  upon
reinvestment. To the extent that such mortgage-backed securities are held by the
Fund, the prepayment right will tend to limit to some degree the increase in net
asset value of the Fund because the value of the mortgage-backed securities held
by the Fund may not  appreciate  as  rapidly as the price of  non-callable  debt
securities.

         Interests  in pools of  mortgage-backed  securities  differ  from other
forms of debt  securities,  which  normally  provide  for  periodic  payment  of
interest in fixed amounts with principal  payments at maturity or specified call
dates.  Instead,  these  securities  provide a monthly payment which consists of
both  interest  and  principal  payments.   In  effect,  these  payments  are  a
"pass-through" of the monthly payments made by the individual borrowers on their
mortgage  loans,  net of any  fees  paid  to the  issuer  or  guarantor  of such
securities.  Additional payments are caused by repayments of principal resulting
from the sale of the underlying  property,  refinancing or  foreclosure,  net of
fees or costs which may be incurred.  Some mortgage-related  securities (such as
securities issued by the Government National Mortgage Association) are described
as "modified  pass-through."  These securities entitle the holder to receive all
interest and principal  payments owed on the mortgage pool, net of certain fees,
at the  scheduled  payment  dates  regardless  of whether  or not the  mortgagor
actually makes the payment.

         The principal governmental guarantor of mortgage-related  securities is
the Government National Mortgage  Association  ("GNMA").  GNMA is a wholly-owned
U.S.  Government   corporation  within  the  Department  of  Housing  and  Urban
Development.  GNMA is authorized to guarantee, with the full faith and credit of
the U.S. Government,  the timely payment of principal and interest on securities
issued by institutions  approved by GNMA (such as savings and loan institutions,
commercial  banks and mortgage  bankers) and backed by pools of  FHA-insured  or
VA-guaranteed mortgages.  These guarantees,  however, do not apply to the market
value or yield of  mortgage-backed  securities  or to the value of Fund  shares.
Also, GNMA  securities  often are purchased at a premium over the maturity value
of the underlying mortgages.  This premium is not guaranteed and will be lost if
prepayment occurs.

         Government-related  guarantors  (i.e., not backed by the full faith and
credit of the U.S. Government) include the Federal National Mortgage Association
("FNMA") and the Federal Home Loan  Mortgage  Corporation  ("FHLMC").  FNMA is a
government-sponsored  corporation owned entirely by private stockholders.  It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases  conventional  (i.e., not insured or guaranteed by any government
agency) mortgages from a list of approved  seller/servicers  which include state


                                       6
<PAGE>
and  federally-chartered  savings and loan  associations,  mutual savings banks,
commercial banks and credit unions and mortgage bankers. Pass-through securities
issued by FNMA are  guaranteed as to timely payment of principal and interest by
FNMA but are not backed by the full faith and credit of the U.S. Government.

         FHLMC is a corporate  instrumentality  of the U.S.  Government  and was
created by Congress in 1970 for the purpose of increasing  the  availability  of
mortgage  credit  for  residential  housing.  Its  stock is owned by the  twelve
Federal Home Loan Banks. FHLMC issues  Participation  Certificates ("PCs") which
represent  interests in conventional  mortgages from FHLMC's national portfolio.
FHLMC  guarantees  the timely  payment of interest  and ultimate  collection  of
principal,  but  P   Cs      are not  backed by the full faith and credit of the
U.S. Government.

         Commercial  banks,  savings  and loan  institutions,  private  mortgage
insurance  companies,  mortgage  bankers and other secondary market issuers also
create  pass-through pools of conventional  mortgage loans. Such issuers may, in
addition,  be the originators and/or servicers of the underlying  mortgage loans
as well as the guarantors of the mortgage-related  securities.  Pools created by
such  non-governmental  issuers  generally  offer a higher rate of interest than
government and government-related  pools because there are no direct or indirect
government or agency guarantees of payments. However, timely payment of interest
and  principal of these pools may be supported by various  forms of insurance or
guarantees,  including  individual  loan,  title,  pool and hazard insurance and
letters of credit.  The  insurance  and  guarantees  are issued by  governmental
entities,  private  insurers  and  the  mortgage  poolers.  Such  insurance  and
guarantees and the creditworthiness of the issuers thereof will be considered in
determining  whether a  mortgage-related  security  meets the Fund's  investment
quality  standards.  There can be no  assurance  that the  private  insurers  or
guarantors can meet their obligations under the insurance  policies or guarantee
arrangements.  The Fund may buy mortgage-related securities without insurance or
guarantees,  if through an examination  of the loan  experience and practices of
the   originators/servicers   and  poolers,  the  Adviser  determines  that  the
securities  meet the  Fund's  quality  standards.  Although  the market for such
securities is becoming increasingly liquid, securities issued by certain private
organizations may not be readily marketable.

Collateralized Mortgage Obligations ("CMO"s).    Short Term Bond Fund may invest
in     CMO   s which are     hybrids between  mortgage-backed  bond   s      and
       mortgage pass-through    securities    .  Similar to a bond, interest and
prepaid  principal  are  paid,  in  most  cases,   semiannually.   CMOs  may  be
collateralized by whole mortgage loans but are more typically  collateralized by
portfolios of mortgage  pass-through  securities  guaranteed by GNMA,  FHLMC, or
FNMA, and their income streams.

         CMOs are  structured  into multiple  classes,  each bearing a different
stated  maturity.  Actual  maturity  and  average  life  will  depend  upon  the
prepayment  experience  of the  collateral.  CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying mortgages,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired.  An investor is partially  guarded against a sooner than desired return
of principal because of the sequential payments.

         In a typical CMO  transaction,  a corporation  issues multiple  series,
(e.g.,  A, B, C, Z) of CMO bonds  ("Bonds").  Proceeds of the Bond  offering are
used to purchase mortgages or mortgage pass-through certificates ("Collateral").
The  Collateral  is pledged to a third party  trustee as security for the Bonds.
Principal and interest payments from the Collateral are used to pay principal on
the Bonds in the order A, B, C, Z. The Series A, B, and C bonds all bear current
interest.  Interest on the Series Z Bond is accrued and added to principal and a
like amount is paid as principal on the Series A, B, or C Bond  currently  being
paid  off.  When the  Series A, B, and C Bonds  are paid in full,  interest  and
principal on the Series Z Bond begins to be paid currently.  With some CMOs, the
issuer  serves as a conduit to allow loan  originators  (primarily  builders  or
savings and loan associations) to borrow against their loan portfolios.

FHLMC Collateralized  Mortgage  Obligations.     Short Term Bond Fund may invest
in     FHLMC CMOs    which  a    re debt obligations of FHLMC issued in multiple
classes having different  maturity dates and are secured by the pledge of a pool
of  conventional  mortgage loans  purchased by FHLMC.  Unlike FHLMC  P   Cs    ,
payments of principal and interest on the CMOs are made semiannually, as opposed
to monthly.  The amount of principal payable on each semiannual  payment date is


                                       7
<PAGE>
determined in accordance with FHLMC's mandatory sinking fund schedule, which, in
turn, is equal to approximately 100% of FHA prepayment experience applied to the
mortgage collateral pool. All sinking fund payments in the CMOs are allocated to
the retirement of the  individual  classes of bonds in the order of their stated
maturities. Payment of principal on the mortgage loans in the collateral pool in
excess of the amount of FHLMC's  minimum sinking fund obligation for any payment
date are paid to the holders of the CMOs as  additional  sinking fund  payments.
Because of the  "pass-through"  nature of all principal payments received on the
collateral pool in excess of FHLMC's minimum sinking fund requirement,  the rate
at which principal of the CMOs is actually repaid is likely to be such that each
class of bonds will be retired in advance of its scheduled maturity date.

         If  collection  of principal  (including  prepayments)  on the mortgage
loans during any  semiannual  payment  period is not  sufficient to meet FHLMC's
minimum  sinking fund  obligation on the next sinking fund payment  date,  FHLMC
agrees to make up the deficiency from its general funds.

         Criteria  for the  mortgage  loans  in the  pool  backing  the CMOs are
identical  to those of  FHLMC  P   Cs    .  FHLMC  has the  right to  substitute
collateral in the event of delinquencies and/or defaults.

Other  Mortgage-Backed   Securities.  The  Adviser  expects  that  governmental,
government-related  or private entities may create mortgage loan pools and other
mortgage-related     securities     offering    mortgage     pass-through    and
mortgage-collateralized  investments in addition to those described  above.  The
mortgages   underlying  these  securities  may  include   alternative   mortgage
instruments,  that is, mortgage instruments whose principal or interest payments
may vary or whose terms to maturity may differ from  customary  long-term  fixed
rate  mortgages.     Short  Term  Bond      Fund  will  limit its  purchases  of
mortgage-backed  securities  or any other  assets  which,  in the opinion of the
Adviser,  are  illiquid,  in  accordance  with  the  nonfundamental   investment
restriction on securities which are not readily  marketable  discussed below. As
new types of mortgage-related securities are developed and offered to investors,
the Adviser will, consistent with the Fund's investment objective,  policies and
quality   standards,   consider   making   investments  in  such  new  types  of
mortgage-related securities.

Other Asset-Backed  Securities.  The  securitization  techniques used to develop
mortgage-backed  securities  are now being  applied to a broad  range of assets.
Through the use of trusts and special  purpose  corporations,  various  types of
assets, including automobile loans, computer leases and credit card receivables,
are  being  securitized  in  pass-through  structures  similar  to the  mortgage
pass-through  structures  described  above or in a structure  similar to the CMO
structure.  Consistent with    Short Term Bond     Fund's investment  objectives
and  policies,  the Fund may  invest in these and  other  types of  asset-backed
securities  that may be  developed  in the future.  In general,  the  collateral
supporting  these  securities is of shorter  maturity than mortgage loans and is
less  likely  to   experience   substantial   prepayments   with  interest  rate
fluctuations.

         Several types of  asset-backed  securities have already been offered to
investors,  including Certificates of Automobile  Receivables(SM)  ("CARS(SM)").
CARS(SM)  represent  undivided  fractional  interests in a trust ("Trust") whose
assets consist of a pool of motor vehicle retail installment sales contracts and
security interests in the vehicles securing the contracts. Payments of principal
and interest on CARSSM are passed through  monthly to certificate  holders,  and
are  guaranteed up to certain  amounts and for a certain time period by a letter
of credit  issued by a financial  institution  unaffiliated  with the trustee or
originator of the Trust. An investor's return on CARSSM may be affected by early
prepayment of principal on the underlying vehicle sales contracts. If the letter
of credit is  exhausted,  the Trust may be  prevented  from  realizing  the full
amount  due  on  a  sales  contract   because  of  state  law  requirements  and
restrictions  relating to  foreclosure  sales of vehicles  and the  obtaining of
deficiency judgments following such sales or because of depreciation,  damage or
loss  of a  vehicle,  the  application  of  federal  and  state  bankruptcy  and
insolvency  laws,  or  other  factors.  As a  result,  certificate  holders  may
experience delays in payments or losses if the letter of credit is exhausted.

         Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities may not have the benefit
of any security  interest in the related  assets.  Credit card  receivables  are
generally  unsecured and the debtors are entitled to the  protection of a number
of state and federal  consumer  credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards,  thereby reducing the
balance due. There is the possibility that recoveries on repossessed  collateral
may not, in some cases, be available to support payments on these securities.

         Asset-backed   securities   are  often  backed  by  a  pool  of  assets
representing  the  obligations of a number of different  parties.  To lessen the
effect of  failures  by  obligors on  underlying  assets to make  payments,  the
securities  may  contain   elements  of  credit  support  which  fall  into  two
categories:  (i)  liquidity  protection,  and  (ii)  protection  against  losses


                                       8
<PAGE>
resulting  from  ultimate  default  by an  obligor  on  the  underlying  assets.
Liquidity  protection  refers to the  provision  of  advances,  generally by the
entity  administering the pool of assets, to ensure that the receipt of payments
on the underlying  pool occurs in a timely  fashion.  Protection  against losses
results from payment of the insurance  obligations  on at least a portion of the
assets in the pool. This protection may be provided through guarantees, policies
or letters of credit  obtained  by the  issuer or  sponsor  from third  parties,
through various means of structuring the transaction or through a combination of
such  approaches.  The Fund will not pay any  additional  or  separate  fees for
credit  support.  The  degree  of  credit  support  provided  for each  issue is
generally  based on historical  information  respecting the level of credit risk
associated  with the  underlying  assets.  Delinquency or loss in excess of that
anticipated or failure of the credit support could  adversely  affect the return
on an investment in such a security.

         The  Fund  may  also  invest  in  residual  interests  in  asset-backed
securities.  In the case of  asset-backed  securities  issued in a  pass-through
structure,  the cash flow generated by the underlying  assets is applied to make
required payments on the securities and to pay related administrative  expenses.
The residual in an asset-backed security  pass-through  structure represents the
interest in any excess cash flow remaining after making the foregoing  payments.
The  amount  of  residual  cash  flow  resulting  from  a  particular  issue  of
asset-backed  securities will depend on, among other things, the characteristics
of the  underlying  assets,  the  coupon  rates  on the  securities,  prevailing
interest rates, the amount of administrative  expenses and the actual prepayment
experience  on  the  underlying  assets.  Asset-backed  security  residuals  not
registered  under the  Securities  Act of 1933    (the  "1933  Act")      may be
subject to certain restrictions on transferability. In addition, there may be no
liquid market for such securities.

         The  availability  of  asset-backed   securities  may  be  affected  by
legislative or regulatory  developments.  It is possible that such  developments
may  require  the  Fund  to  dispose  of any  then  existing  holdings  of  such
securities.

Convertible  Securities.     Short Term Bond     Fund may invest in  convertible
securities,  that is,  bonds,  notes,  debentures,  preferred  stocks  and other
securities which are convertible  into common stock.  Investments in convertible
securities can provide an  opportunity  for capital  appreciation  and/or income
through interest and dividend payments by virtue of their conversion or exchange
features.

         The  convertible  securities  in which     Short Term Bond     Fund may
invest are either  fixed  income or zero  coupon  debt  securities  which may be
converted  or  exchanged  at  a  stated  or  determinable  exchange  ratio  into
underlying  shares of  common  stock.  The  exchange  ratio  for any  particular
convertible  security  may be  adjusted  from time to time due to stock  splits,
dividends,  spin-offs, other corporate distributions or scheduled changes in the
exchange ratio.  Convertible debt securities and convertible  preferred  stocks,
until converted,  have general  characteristics  similar to both debt and equity
securities. Although to a lesser extent than with debt securities generally, the
market  value of  convertible  securities  tends to  decline as  interest  rates
increase  and,  conversely,  tends to  increase as interest  rates  decline.  In
addition,  because of the  conversion or exchange  feature,  the market value of
convertible  securities  typically changes as the market value of the underlying
common stocks changes,  and,  therefore,  also tends to follow  movements in the
general market for equity securities. A unique feature of convertible securities
is that as the market price of the underlying common stock declines, convertible
securities  tend  to  trade  increasingly  on a  yield  basis,  and so  may  not
experience  market value  declines to the same extent as the  underlying  common
stock.  When the market  price of the  underlying  common stock  increases,  the
prices of the  convertible  securities tend to rise as a reflection of the value
of the underlying common stock, although typically not as much as the underlying
common stock. While no securities  investments are without risk,  investments in
convertible  securities  generally  entail less risk than  investments in common
stock of the same issuer.

         As  debt  securities,  convertible  securities  are  investments  which
provide  for a  stream  of  income  (or in the case of zero  coupon  securities,
accretion of income) with generally higher yields than common stocks. Of course,
like all debt  securities,  there can be no  assurance  of  income or  principal
payments because the issuers of the convertible  securities may default on their
obligations.   Convertible   securities   generally   offer  lower  yields  than
non-convertible  securities of similar  quality  because of their  conversion or
exchange features.

Indexed   Securities.      Short  Term  Bond      Fund  may  invest  in  indexed
securities,  the  value  of which  is  linked  to  currencies,  interest  rates,
commodities,  indices or other financial indicators  ("reference  instruments").
Most indexed securities have maturities of three years or less.

         Indexed  securities differ from other types of debt securities in which
the Fund may invest in several  respects.  First,  the interest  rate or, unlike


                                       9
<PAGE>
other debt  securities,  the principal  amount payable at maturity of an indexed
security  may  vary  based  on  changes  in  one  or  more  specified  reference
instruments, such as an interest rate compared with a fixed interest rate or the
currency  exchange  rates between two  currencies  (neither of which need be the
currency in which the instrument is denominated).  The reference instrument need
not be related to the terms of the indexed security.  For example, the principal
amount of a U.S.  dollar  denominated  indexed  security  may vary  based on the
exchange rate of two foreign  currencies.  An indexed security may be positively
or negatively indexed;  that is, its value may increase or decrease if the value
of the  reference  instrument  increases.  Further,  the change in the principal
amount payable or the interest rate of an indexed  security may be a multiple of
the  percentage  change  (positive or  negative) in the value of the  underlying
reference instrument(s).

         Investment in indexed securities involves certain risks. In addition to
the credit risk of the  security's  issuer and the normal risks of price changes
in  response  to changes in  interest  rates,  the  principal  amount of indexed
securities  may  decrease  as a result  of  changes  in the  value of  reference
instruments.  Further,  in the case of certain  indexed  securities in which the
interest  rate is linked to a reference  instrument,  the  interest  rate may be
reduced to zero, and any further  declines in the value of the security may then
reduce the principal amount payable on maturity. Finally, indexed securities may
be more volatile than the reference instruments underlying indexed securities.

Dollar Roll  Transactions.     Short  Term  Bond     Fund may enter into "dollar
roll"  transactions,  which  consist  of the  sale  by  the  Fund  to a bank  or
broker/dealer (the "counterparty") of GNMA certificates or other mortgage-backed
securities together with a commitment to purchase from the counterparty similar,
but  not  identical,  securities  at a  future  date,  at the  same  price.  The
counterparty   receives  all   principal   and  interest   payments,   including
prepayments,  made on the security  while it is the holder.  The Fund receives a
fee from the counterparty as  consideration  for entering into the commitment to
purchase.  Dollar  rolls may be renewed  over a period of several  months with a
different purchase and repurchase price fixed and a cash settlement made at each
renewal without physical delivery of securities.  Moreover,  the transaction may
be preceded by a firm commitment  agreement pursuant to which the Fund agrees to
buy a security on a future date.

         The Fund will not use such  transactions  for leveraging  purposes and,
accordingly, will segregate cash, U.S. Government securities or other high grade
debt obligations in an amount sufficient to meet its purchase  obligations under
the  transactions.  The Fund will also maintain  asset coverage of at least 300%
for all outstanding firm commitments, dollar rolls and other borrowings.

         Dollar rolls are treated for purposes of the Investment  Company Act of
1940 (the "1940 Act") as borrowings of the Fund because they involve the sale of
a security  coupled with an  agreement to  repurchase.  Like all  borrowings,  a
dollar roll involves costs to the Fund.  For example,  while the Fund receives a
fee as consideration  for agreeing to repurchase the security,  the Fund forgoes
the right to receive all principal and interest  payments while the counterparty
holds the  security.  These  payments  to the  counterparty  may  exceed the fee
received by the Fund,  thereby  effectively  charging  the Fund  interest on its
borrowing.  Further,  although  the Fund can  estimate  the  amount of  expected
principal prepayment over the term of the dollar roll, a variation in the actual
amount  of  prepayment  could  increase  or  decrease  the  cost  of the  Fund's
borrowing.

         The entry into dollar rolls involves  potential risks of loss which are
different from those related to the securities underlying the transactions.  For
example,  if the counterparty  becomes  insolvent,  the Fund's right to purchase
from the  counterparty  might be  restricted.  Additionally,  the  value of such
securities  may  change  adversely  before  the Fund is able to  purchase  them.
Similarly,  the Fund may be required to purchase securities in connection with a
dollar  roll at a higher  price  than may  otherwise  be  available  on the open
market.  Since,  as noted  above,  the  counterparty  is  required  to deliver a
similar,  but not identical security to the Fund, the security which the Fund is
required  to buy  under the  dollar  roll may be worth  less  than an  identical
security.  Finally,  there can be no  assurance  that the Fund's use of the cash
that it receives from a dollar roll will provide a return that exceeds borrowing
costs.

         The Trustees of the Fund have adopted  guidelines  to ensure that those
securities  received are  substantially  identical to those sold.  To reduce the
risk of default,  the Fund will engage in such  transactions only with banks and
broker/dealers selected pursuant to such guidelines.

Repurchase  Agreements.  Each Fund may enter  into  repurchase  agreements  with
member banks of the Federal Reserve System or any domestic  broker/dealer  which
is   recognized   as  a   reporting   government   securities   dealer   if  the
creditworthiness of the bank or broker/dealer has been determined by the Adviser


                                       10
<PAGE>
to be at least as high as that of other  obligations  a Fund may  purchase or at
least equal to that of issuers of commercial  paper rated within the two highest
grades assigned by Moody's or S&P.

         A  repurchase  agreement  provides a means for a Fund to earn income on
funds for periods as short as overnight. It is an arrangement under which a Fund
acquires a security  ("Obligation")  and the seller agrees, at the time of sale,
to repurchase the Obligation at a specified time and price.  Obligations subject
to a repurchase agreement are held in a segregated account and the value of such
obligations is kept at least equal to the repurchase price on a daily basis. The
repurchase  price may be higher than the purchase  price,  the difference  being
income to a Fund, or the purchase and  repurchase  prices may be the same,  with
interest at a stated rate due to a Fund  together with the  repurchase  price on
repurchase.  In either  case,  the income to a Fund is unrelated to the interest
rate on the Obligation.  Obligations  will be held by the Funds' custodian or in
the Federal Reserve Book Entry System.

         For purposes of the 1940 Act, a repurchase  agreement is deemed to be a
loan  from a Fund to the  seller of the  Obligation  subject  to the  repurchase
agreement and is therefore subject to a Fund's investment restriction applicable
to  loans.  It is not  clear  whether  a court  would  consider  the  Obligation
purchased by a Fund  subject to a repurchase  agreement as being owned by a Fund
or as being  collateral for a loan by a Fund to the seller.  In the event of the
commencement of bankruptcy or insolvency  proceedings with respect to the seller
of the  Obligation  before  repurchase  of the  Obligation  under  a  repurchase
agreement,  a Fund may encounter delay and incur costs before being able to sell
the security. Delays may involve loss of interest or decline in the price of the
Obligation.  If the court characterizes the transaction as a loan and a Fund has
not perfected a security  interest in the Obligation,  a Fund may be required to
return the  Obligation  to the  seller's  estate and be treated as an  unsecured
creditor of the seller.  As an  unsecured  creditor,  a Fund would be at risk of
losing some or all of the principal and income involved in the  transaction.  As
with any unsecured  debt  obligation  purchased for a Fund, the Adviser seeks to
minimize  the  risk of loss  through  repurchase  agreements  by  analyzing  the
creditworthiness  of the  obligor,  in this case the  seller of the  Obligation.
Apart from the risk of bankruptcy or insolvency  proceedings,  there is also the
risk that the seller may fail to repurchase the Obligation, in which case a Fund
may  incur a loss if the  proceeds  to that  Fund of its sale of the  securities
underlying  the  repurchase  agreement  to a  third  party  are  less  than  the
repurchase  price.  However,  if the market  value  (including  interest) of the
Obligation subject to the repurchase  agreement becomes less than the repurchase
price (including  interest),  a Fund will direct the seller of the Obligation to
deliver additional  securities so that the market value (including  interest) of
all  securities  subject to the  repurchase  agreement  will equal or exceed the
repurchase  price. It is possible that a Fund will be unsuccessful in seeking to
impose on the seller a contractual obligation to deliver additional securities.

            Short Term Bond     Fund may enter into repurchase  commitments with
any party  deemed  creditworthy  by the  Adviser,  including  foreign  banks and
broker/dealers,  if the transaction is entered into for investment  purposes and
the  counterparty's  creditworthiness  is at least  equal to that of  issuers of
securities  which the Fund may purchase.  Such  transactions may not provide the
Fund with collateral marked-to-market during the term of the commitment.

When-Issued  Securities.   Each  Fund  may  purchase  securities  offered  on  a
"when-issued" or "forward  delivery" basis. The price of such securities,  which
is  generally  expressed  in yield  terms,  is  generally  fixed at the time the
commitment to purchase is made, but delivery and payment for the  when-issued or
forward  delivery  securities  take  place at a later  date.  During  the period
between purchase and settlement,  no payment is made by a Fund to the issuer and
no interest on the when-issued or forward  delivery  security accrues to a Fund.
To the extent that assets of a Fund are not invested  prior to the settlement of
a purchase of securities,  a Fund will earn no income;  however,  it is intended
that a Fund will be fully invested to the extent  practicable and subject to the
policies stated above.  While when-issued or forward delivery  securities may be
sold prior to the settlement date, it is intended that a Fund will purchase such
securities  with the purpose of actually  acquiring  them unless a sale  appears
desirable for  investment  reasons.  At the time a Fund makes the  commitment to
purchase a security on a when-issued or forward  delivery  basis, it will record
the  transaction  and reflect the value of the security in  determining  its net
asset value. The market value of when-issued or forward delivery  securities may
be more or less than the purchase price. Each Fund does not believe that its net
asset value or income will be adversely affected by their purchase of securities
on a  when-issued  or  forward  delivery  basis.  Each  Fund  will  establish  a
segregated   account  for  commitments  for  when-issued  or  forward   delivery
securities as described  above.     For Zero Coupon 2000 Fund,  such  segregated
securities  either  will  mature  or, if  necessary,  be sold on or  before  the
settlement date.    

Foreign  Securities.     Short  Term  Bond      Fund may invest in securities of
foreign   issuers.   Investing  in  foreign  issuers  involves  certain  special


                                       11
<PAGE>
considerations,  including  those  set  forth  below,  which  are not  typically
associated with investing in United States issuers. As foreign companies are not
generally  subject to uniform  accounting  and auditing and financial  reporting
standards, practices and requirements comparable to those applicable to domestic
companies,  there may be less  publicly  available  information  about a foreign
company than about a domestic company. Volume and liquidity in most foreign bond
markets is less than in the United States and, at times, volatility of price can
be  greater  than in the  United  States.  There is  generally  less  government
supervision  and  regulation of brokers and listed  companies than in the United
States.  Mail service  between the United  States and foreign  countries  may be
slower or less reliable than within the United States,  thus increasing the risk
of delayed  settlements of portfolio  transactions or loss of  certificates  for
portfolio  securities.  Securities  issued or  guaranteed  by  foreign  national
governments, their agencies,  instrumentalities,  or political subdivisions, may
or may not be  supported  by the full faith and  credit and taxing  power of the
foreign  government.  The Fund's  ability and  decisions  to  purchase  and sell
portfolio  securities  may be  affected by laws or  regulations  relating to the
convertibility and repatriation of assets. Further, it may be more difficult for
the Fund's agents to keep currently  informed about corporate  actions which may
affect the prices of portfolio securities.  In addition, with respect to certain
foreign  countries,  there is the possibility of  expropriation  or confiscatory
taxation,  political or social  instability,  or diplomatic  developments  which
could affect United States investments in those countries.  In addition,  it may
be more  difficult  to obtain and enforce a judgment  against a foreign  issuer.
Foreign  securities may be subject to foreign government taxes which will reduce
the yield on such securities.  A shareholder of the Fund will not be entitled to
claim a credit or deduction for U.S.  federal income tax purposes for his or her
proportionate share of such foreign taxes paid by the Fund.

Lending  of  Portfolio  Securities.     Short  Term  Bond      Fund  may seek to
increase its income by lending portfolio  securities.  Such loans may be made to
registered  broker/dealers  and  are  required  to be  secured  continuously  by
collateral in cash, U.S.  Government  Securities and high grade debt obligations
maintained  on a current  basis at an amount at least equal to the market  value
and accrued interest of the securities  loaned. The Fund has the right to call a
loan and obtain the securities loaned on no more than five days' notice.  During
the existence of a loan, the Fund will continue to receive the equivalent of any
distributions  paid by the issuer on the securities loaned and will also receive
compensation based on investment of the collateral.  As with other extensions of
credit  there  are  risks of delay in  recovery  or even  loss of  rights in the
collateral should the borrower of the securities fail financially.  However, the
loans will be made only to firms  deemed by the Adviser to be of good  standing.
The  value of the  securities  loaned  will not  exceed  30% of the value of the
Fund's total assets at the time any loan is made.

Strategic Transactions    and Derivatives.         Short Term Bond     Fund may,
but is not required to, utilize various other investment strategies as described
below to hedge various market risks (such as interest rates,  currency  exchange
rates, and broad or specific equity or fixed-income market movements), to manage
the  effective  maturity  or  duration  of the Fund's  portfolio,  or to enhance
potential  gain.     These  strategies  may  be  executed  through  the  use  of
derivative  contracts.      Such strategies are generally  accepted as    a part
of     modern  portfolio  management  and are regularly  utilized by many mutual
funds and other institutional  investors.  Techniques and instruments may change
over time as new instruments and strategies are developed or regulatory  changes
occur.

         In the course of pursuing  these  investment  strategies,  the Fund may
purchase and sell  exchange-listed and  over-the-counter put and call options on
securities,  equity and  fixed-income  indices and other financial  instruments,
purchase and sell financial  futures  contracts and options thereon,  enter into
various interest rate transactions such as swaps,  caps, floors or collars,  and
enter into various currency  transactions  such as currency  forward  contracts,
currency futures contracts,  currency swaps or options on currencies or currency
futures  (collectively,  all the above  are  called  "Strategic  Transactions").
Strategic  Transactions  may be used    without  limit     to attempt to protect
against  possible  changes in the market  value of  securities  held in or to be
purchased for the Fund's portfolio resulting from securities markets or currency
exchange rate fluctuations,  to protect the Fund's unrealized gains in the value
of its portfolio  securities,  to  facilitate  the sale of such  securities  for
investment purposes,  to manage the effective maturity or duration of the Fund's
portfolio,  or to establish a position in the derivatives markets as a temporary
substitute  for  purchasing or selling  particular  securities.  Some  Strategic
Transactions may also be used to enhance potential gain although no more than 5%
of the Fund's  assets will be committed to Strategic  Transactions  entered into
for non-hedging purposes.  Any or all of these investment techniques may be used
at any time    and in any  combination,      and there is no particular strategy
that  dictates  the use of one  technique  rather  than  another,  as use of any
Strategic  Transaction  is a function of  numerous  variables  including  market
conditions.  The  ability of the Fund to utilize  these  Strategic  Transactions
successfully  will depend on the Adviser's  ability to predict  pertinent market
movements,  which  cannot be  assured.  The Fund  will  comply  with  applicable
regulatory  requirements  when  implementing  these  strategies,  techniques and
instruments.  Strategic  Transactions  involving  financial  futures and options


                                       12
<PAGE>
thereon will be purchased, sold or entered into only for bona fide hedging, risk
management or portfolio management purposes and not for speculative purposes.

         Strategic  Transactions,     including  derivative  contracts,     have
risks associated with them including  possible default by the other party to the
transaction,  illiquidity  and, to the extent the  Adviser's  view as to certain
market  movements  is  incorrect,  the  risk  that  the  use of  such  Strategic
Transactions  could result in losses greater than if they had not been used. Use
of put and call  options  may  result in  losses to the Fund,  force the sale or
purchase of portfolio  securities at inopportune times or for prices higher than
(in the case of put options) or lower than (in the case of call options) current
market  values,  limit the amount of  appreciation  the Fund can  realize on its
investments  or cause the Fund to hold a security it might  otherwise  sell. The
use of currency transactions can result in the Fund incurring losses as a result
of a number of factors including the imposition of exchange controls, suspension
of settlements, or the inability to deliver or receive a specified currency. The
use of  options  and  futures  transactions  entails  certain  other  risks.  In
particular,  the  variable  degree of  correlation  between  price  movements of
futures contracts and price movements in the related  portfolio  position of the
Fund  creates  the  possibility  that losses on the  hedging  instrument  may be
greater than gains in the value of the Fund's position. In addition, futures and
options   markets   may  not  be  liquid  in  all   circumstances   and  certain
over-the-counter  options may have no markets.  As a result, in certain markets,
the  Fund  might  not be able  to  close  out a  transaction  without  incurring
substantial  losses,  if at  all.  Although  the  use  of  futures  and  options
transactions  for  hedging  should  tend to  minimize  the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any  potential  gain  which  might  result  from an  increase  in  value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential  financial risk than would purchases of
options,  where the  exposure  is  limited to the cost of the  initial  premium.
Losses resulting from the use of Strategic  Transactions  would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.

General  Characteristics of Options. Put options and call options typically have
similar structural  characteristics and operational  mechanics regardless of the
underlying  instrument on which they are purchased or sold.  Thus, the following
general  discussion relates to each of the particular types of options discussed
in greater  detail below.  In addition,  many Strategic  Transactions  involving
options  require  segregation     of Short Term  Bond     Fund assets in special
accounts,  as  described  below  under  "Use of  Segregated  and  Other  Special
Accounts."

         A put option  gives the  purchaser  of the  option,  upon  payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security,  commodity, index, currency or other instrument at the exercise price.
For  instance,  the  Fund's  purchase  of a put  option on a  security  might be
designed  to protect  its  holdings in the  underlying  instrument  (or, in some
cases, a similar  instrument)  against a substantial decline in the market value
by giving  the Fund the right to sell such  instrument  at the  option  exercise
price.  A call  option,  upon payment of a premium,  gives the  purchaser of the
option the right to buy, and the seller the  obligation to sell,  the underlying
instrument  at the  exercise  price.  The Fund's  purchase of a call option on a
security,  financial  future,  index,  currency  or  other  instrument  might be
intended to protect the Fund against an increase in the price of the  underlying
instrument  that it  intends  to  purchase  in the future by fixing the price at
which it may purchase such instrument.  An American style put or call option may
be exercised at any time during the option period while a European  style put or
call option may be exercised only upon expiration or during a fixed period prior
thereto. The Fund is authorized to purchase and sell exchange listed options and
over-the-counter options ("OTC options").  Exchange listed options are issued by
a regulated intermediary such as the Options Clearing Corporation ("OCC"), which
guarantees the  performance  of the  obligations of the parties to such options.
The discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.

         With  certain  exceptions,  OCC  issued  and  exchange  listed  options
generally  settle by physical  delivery of the underlying  security or currency,
although in the future cash settlement may become  available.  Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is  "in-the-money"  (i.e.,  where the value of the underlying  instrument
exceeds,  in the case of a call  option,  or is less than,  in the case of a put
option,  the exercise  price of the option) at the time the option is exercised.
Frequently,  rather than taking or making delivery of the underlying  instrument
through  the process of  exercising  the  option,  listed  options are closed by
entering into  offsetting  purchase or sale  transactions  that do not result in
ownership of the new option.

         The Fund's  ability to close out its  position as a purchaser or seller
of an OCC or exchange listed put or call option is dependent,  in part, upon the


                                       13
<PAGE>
liquidity of the option market.  Among the possible reasons for the absence of a
liquid option market on an exchange are: (i)  insufficient  trading  interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading  halts,  suspensions  or other  restrictions  imposed  with  respect  to
particular  classes  or series of  options or  underlying  securities  including
reaching daily price limits;  (iv)  interruption of the normal operations of the
OCC or an exchange;  (v)  inadequacy of the  facilities of an exchange or OCC to
handle current  trading  volume;  or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant  market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.

         The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the  option  markets  close  before the  markets  for the  underlying  financial
instruments,  significant  price  and  rate  movements  can  take  place  in the
underlying markets that cannot be reflected in the option markets.

         OTC options are purchased from or sold to securities dealers, financial
institutions  or  other  parties  ("Counterparties")  through  direct  bilateral
agreement with the Counterparty.  In contrast to exchange listed options,  which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement,  term, exercise price,
premium,  guarantees and security,  are set by  negotiation of the parties.  The
Fund will only sell OTC  options  (other  than OTC  currency  options)  that are
subject to a buy-back provision  permitting the Fund to require the Counterparty
to sell the option back to the Fund at a formula  price within  seven days.  The
Fund  expects  generally  to enter into OTC  options  that have cash  settlement
provisions, although it is not required to do so.

         Unless the  parties  provide  for it,  there is no central  clearing or
guaranty function in an OTC option.  As a result,  if the Counterparty  fails to
make or take delivery of the security,  currency or other instrument  underlying
an OTC  option  it has  entered  into  with  the  Fund or  fails  to make a cash
settlement  payment due in  accordance  with the terms of that option,  the Fund
will lose any premium it paid for the option as well as any anticipated  benefit
of the transaction. Accordingly, the Adviser must assess the creditworthiness of
each  such   Counterparty  or  any  guarantor  or  credit   enhancement  of  the
Counterparty's  credit to  determine  the  likelihood  that the terms of the OTC
option will be satisfied.  The Fund will engage in OTC option  transactions only
with U.S.    g    overnment securities dealers recognized by the Federal Reserve
Bank of New York as  "primary  dealers" or  broker/dealers,  domestic or foreign
banks or other financial  institutions which have received (or the guarantors of
the  obligation of which have  received) a short-term  credit rating of A-1 from
S       &P         or P-1 from  Moody's         or an equivalent rating from any
nationally recognized  statistical rating organization ("NRSRO") or, in the case
of OTC currency transactions,  are determined to be of equivalent credit quality
by the  Adviser.  The staff of the SEC  currently  takes the  position  that OTC
options purchased by the Fund, and portfolio securities "covering" the amount of
the Fund's  obligation  pursuant  to an OTC  option  sold by it (the cost of the
sell-back plus the in-the-money amount, if any) are illiquid, and are subject to
the Fund's  limitation  on  investing no more than 10% of its assets in illiquid
securities.

         If the Fund sells a call option, the premium that it receives may serve
as a partial hedge, to the extent of the option  premium,  against a decrease in
the value of the  underlying  securities or instruments in its portfolio or will
increase the Fund's income. The sale of put options can also provide income.

         The Fund may purchase and sell call  options on  securities  including
U.S. Treasury and agency securities,  mortgage-backed securities, corporate debt
securities,  equity securities (including convertible securities) and Eurodollar
instruments that are traded on U.S. and foreign securities  exchanges and in the
over-the-counter  markets,  and on securities  indices,  currencies  and futures
contracts. All calls sold by the Fund must be "covered" (i.e., the Fund must own
the securities or futures  contract  subject to the call) or must meet the asset
segregation  requirements  described  below as long as the call is  outstanding.
Even though the Fund will receive the option  premium to help protect it against
loss,  a call sold by the Fund exposes the Fund during the term of the option to
possible loss of opportunity to realize  appreciation in the market price of the
underlying security or instrument and may require the Fund to hold a security or
instrument which it might otherwise have sold.

         The Fund may purchase and sell put options on securities including U.S.
Treasury and agency securities,  mortgage-backed  securities,  foreign sovereign
debt,  corporate  debt  securities,  equity  securities  (including  convertible
securities)  and  Eurodollar  instruments  (whether  or not it holds  the  above


                                       14
<PAGE>
securities in its portfolio), and on securities indices,  currencies and futures
contracts other than futures on individual  corporate debt and individual equity
securities. The Fund will not sell put options if, as a result, more than 50% of
the Fund's  assets  would be required to be  segregated  to cover its  potential
obligations  under such put options other than those with respect to futures and
options  thereon.  In selling put options,  there is a risk that the Fund may be
required to buy the  underlying  security at a  disadvantageous  price above the
market price.

General  Characteristics of Futures.     Short Term Bond     Fund may enter into
financial  futures  contracts  or purchase or sell put and call  options on such
futures as a hedge against anticipated  interest rate, currency or equity market
changes, for duration management and for risk management  purposes.  Futures are
generally  bought and sold on the  commodities  exchanges  where they are listed
with payment of initial and variation  margin as described  below. The sale of a
futures contract creates a firm obligation by the Fund, as seller, to deliver to
the buyer the specific type of financial  instrument  called for in the contract
at a specific  future  time for a  specified  price (or,  with  respect to index
futures and  Eurodollar  instruments,  the net cash amount).  Options on futures
contracts  are  similar  to  options on  securities  except  that an option on a
futures contract gives the purchaser the right in return for the premium paid to
assume a position in a futures contract and obligates the seller to deliver such
position.

         The Fund's use of  financial  futures and options  thereon  will in all
cases be consistent with applicable  regulatory  requirements  and in particular
the rules and regulations of the Commodity  Futures Trading  Commission and will
be entered into only for bona fide hedging,  risk management (including duration
management) or other portfolio  management  purposes.  Typically,  maintaining a
futures  contract or selling an option thereon requires the Fund to deposit with
a financial  intermediary  as security for its  obligations an amount of cash or
other specified  assets (initial  margin) which initially is typically 1% to 10%
of the face amount of the  contract  (but may be higher in some  circumstances).
Additional  cash or assets  (variation  margin) may be required to be  deposited
thereafter  on a  daily  basis  as the  mark to  market  value  of the  contract
fluctuates. The purchase of an option on financial futures involves payment of a
premium for the option  without any further  obligation on the part of the Fund.
If the Fund  exercises  an option on a futures  contract it will be obligated to
post  initial  margin  (and  potential  subsequent  variation  margin)  for  the
resulting futures position just as it would for any position.  Futures contracts
and  options  thereon  are  generally  settled by  entering  into an  offsetting
transaction  but there can be no assurance that the position can be offset prior
to settlement at an advantageous price, nor that delivery will occur.

         The Fund  will not enter  into a futures  contract  or  related  option
(except for closing  transactions) if,  immediately  thereafter,  the sum of the
amount of its initial margin and premiums on open futures  contracts and options
thereon  would exceed 5% of the Fund's total  assets  (taken at current  value);
however,  in the  case of an  option  that is  in-the-money  at the  time of the
purchase,  the  in-the-money  amount  may  be  excluded  in  calculating  the 5%
limitation.  The segregation  requirements with respect to futures contracts and
options thereon are described below.

Options  on  Securities  Indices  and Other  Financial  Indices.     Short  Term
Bond      Fund also may  purchase  and sell call and put  options on  securities
indices and other financial indices and in so doing can achieve many of the same
objectives  it  would  achieve  through  the  sale or  purchase  of  options  on
individual  securities or other  instruments.  Options on securities indices and
other financial indices are similar to options on a security or other instrument
except  that,  rather  than  settling by  physical  delivery  of the  underlying
instrument,  they settle by cash  settlement,  i.e., an option on an index gives
the holder the right to receive,  upon exercise of the option, an amount of cash
if the closing level of the index upon which the option is based exceeds, in the
case of a call, or is less than, in the case of a put, the exercise price of the
option  (except  if,  in  the  case  of an  OTC  option,  physical  delivery  is
specified).  This amount of cash is equal to the excess of the closing  price of
the index over the exercise price of the option, which also may be multiplied by
a formula  value.  The  seller of the  option is  obligated,  in return  for the
premium received, to make delivery of this amount. The gain or loss on an option
on an index depends on price movements in the instruments  making up the market,
market  segment,  industry or other  composite on which the underlying  index is
based, rather than price movements in individual securities, as is the case with
respect to options on securities.

Currency  Transactions.     Short  Term  Bond      Fund may  engage in  currency
transactions  with  Counterparties  in  order to hedge  the  value of  portfolio
holdings  denominated in particular  currencies against fluctuations in relative
value. Currency transactions include forward currency contracts, exchange listed
currency  futures,  exchange listed and OTC options on currencies,  and currency
swaps. A forward currency contract involves a privately negotiated obligation to
purchase or sell (with  delivery  generally  required) a specific  currency at a


                                       15
<PAGE>
future date, which may be any fixed number of days from the date of the contract
agreed  upon by the  parties,  at a price  set at the  time of the  contract.  A
currency  swap is an  agreement  to exchange  cash flows  based on the  notional
difference  among two or more  currencies and operates  similarly to an interest
rate  swap,  which  is  described  below.  The  Fund  may  enter  into  currency
transactions with  Counterparties  which have received (or the guarantors of the
obligations     of     which have received) a credit rating of A-1 or P-1 by S&P
or Moody's,  respectively,  or that have an equivalent rating from a NRSRO    or
are determined to be of equivalent credit quality by the Adviser.    

         The Fund's  dealings in forward  currency  contracts and other currency
transactions  such as  futures,  options,  options on futures  and swaps will be
limited  to  hedging   involving  either  specific   transactions  or  portfolio
positions.  Transaction  hedging is entering  into a currency  transaction  with
respect to specific  assets or  liabilities  of the Fund,  which will  generally
arise in connection with the purchase or sale of its portfolio securities or the
receipt  of income  therefrom.  Position  hedging  is  entering  into a currency
transaction  with  respect  to  portfolio  security  positions   denominated  or
generally quoted in that currency.

         The Fund will not enter into a transaction to hedge  currency  exposure
to an  extent  greater,  after  netting  all  transactions  intended  wholly  or
partially to offset other transactions,  than the aggregate market value (at the
time of entering into the  transaction)  of the securities held in its portfolio
that are denominated or generally  quoted in or currently  convertible into such
currency,  other than with respect to proxy hedging    or cross  hedging      as
described below.

         The Fund may also cross-hedge  currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other  currencies to which the Fund has or in which the Fund expects
to have portfolio exposure.

         To reduce the effect of currency  fluctuations on the value of existing
or  anticipated  holdings of portfolio  securities,  the Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails  entering into a    commitment  or option     to sell a currency
whose changes in value are  generally  considered to be correlated to a currency
or currencies in which some or all of the Fund's portfolio securities are or are
expected to be denominated,     in exchange for     U.S. dollars.  The amount of
the     commitment  or  option      would not  exceed  the  value of the  Fund's
securities  denominated in     correlated      currencies.  For example,  if the
Adviser considers that the Austrian schilling is    correlated     to the German
deutschemark (the "D-mark"), the Fund holds securities denominated in schillings
and the Adviser  believes that the value of schillings  will decline against the
U.S.  dollar,  the Adviser may enter into a    commitment  or option     to sell
D-marks and buy dollars.  Currency  hedging  involves some of the same risks and
considerations  as  other  transactions  with  similar   instruments.   Currency
transactions  can  result  in losses to the Fund if the  currency  being  hedged
fluctuates  in value  to a degree  or in a  direction  that is not  anticipated.
Further, there is the risk that the perceived    correlation     between various
currencies may not be present or may not be present  during the particular  time
that the Fund is engaging in proxy  hedging.  If the Fund enters into a currency
hedging   transaction,   the  Fund  will  comply  with  the  asset   segregation
requirements described below.

Risks of Currency  Transactions.  Currency  transactions     in which Short Term
Bond Fund may  engage      are  subject to risks  different  from those of other
portfolio  transactions.  Because currency control is of great importance to the
issuing governments and influences  economic planning and policy,  purchases and
sales  of  currency  and  related  instruments  can be  negatively  affected  by
government   exchange  controls,   blockages,   and  manipulations  or  exchange
restrictions  imposed by governments.  These can result in losses to the Fund if
it is  unable  to  deliver  or  receive  currency  or  funds  in  settlement  of
obligations  and could  also cause  hedges it has  entered  into to be  rendered
useless,  resulting in full currency  exposure as well as incurring  transaction
costs. Buyers and sellers of currency futures are subject to the same risks that
apply to the use of futures generally. Further, settlement of a currency futures
contract for the purchase of most  currencies  must occur at a bank based in the
issuing nation.  Trading options on currency  futures is relatively new, and the
ability to establish  and close out  positions on such options is subject to the
maintenance  of a liquid  market  which may not  always be  available.  Currency
exchange  rates may  fluctuate  based on  factors  extrinsic  to that  country's
economy.

Combined  Transactions.     Short  Term  Bond      Fund may enter into  multiple
transactions,   including  multiple  options   transactions,   multiple  futures
transactions,   multiple  currency  transactions   (including  forward  currency
contracts)  and multiple  interest  rate  transactions  and any  combination  of
futures,   options,   currency  and  interest  rate  transactions   ("component"
transactions), instead of a single Strategic Transaction, as part of a single or
combined  strategy  when,  in the  opinion  of the  Adviser,  it is in the  best
interests  of the Fund to do so. A combined  transaction  will  usually  contain


                                       16
<PAGE>
elements  of risk  that  are  present  in each  of its  component  transactions.
Although combined  transactions are normally entered into based on the Adviser's
judgment  that the  combined  strategies  will  reduce  risk or  otherwise  more
effectively  achieve the desired portfolio  management goal, it is possible that
the combination  will instead  increase such risks or hinder  achievement of the
portfolio management objective.

Swaps,  Caps,  Floors and Collars.  Among the Strategic  Transactions into which
   Short  Term  Bond      Fund may enter are interest  rate,  currency and index
swaps and the purchase or sale of related  caps,  floors and  collars.  The Fund
expects to enter  into  these  transactions  primarily  to  preserve a return or
spread on a  particular  investment  or  portion  of its  portfolio,  to protect
against currency fluctuations,  as a duration management technique or to protect
against any increase in the price of securities the Fund anticipates  purchasing
at a later date. The Fund intends to use these transactions as hedges and not as
speculative  investments and will not sell interest rate caps or floors where it
does not own  securities  or other  instruments  providing the income stream the
Fund may be obligated to pay.  Interest  rate swaps  involve the exchange by the
Fund  with  another  party of their  respective  commitments  to pay or  receive
interest,  e.g.,  an exchange of floating  rate payments for fixed rate payments
with respect to a notional amount of principal.  A currency swap is an agreement
to exchange cash flows on a notional amount of two or more  currencies  based on
the relative value  differential among them and an index swap is an agreement to
swap cash  flows on a  notional  amount  based on  changes  in the values of the
reference  indices.  The  purchase of a cap  entitles  the  purchaser to receive
payments on a notional  principal  amount from the party selling such cap to the
extent that a specified index exceeds a  predetermined  interest rate or amount.
The purchase of a floor entitles the purchaser to receive payments on a notional
principal  amount  from  the  party  selling  such  floor to the  extent  that a
specified index falls below a predetermined interest rate or amount. A collar is
a  combination  of a cap and a floor that  preserves a certain  return  within a
predetermined range of interest rates or values.

         The Fund will usually  enter into swaps on a net basis,  i.e.,  the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument,  with the Fund receiving or paying, as the case may
be,  only the net amount of the two  payments.  Inasmuch as these  swaps,  caps,
floors and collars are entered into for good faith hedging purposes, the Adviser
and the Fund believe such obligations do not constitute  senior securities under
the 1940 Act and,  accordingly,  will not  treat  them as being  subject  to its
borrowing  restrictions.  The Fund will not enter into any swap,  cap,  floor or
collar  transaction  unless, at the time of entering into such transaction,  the
unsecured  long-term  debt  of  the  Counterparty,   combined  with  any  credit
enhancements,  is rated at least A by S&P or Moody's or has an equivalent rating
from a NRSRO or is determined to be of equivalent credit quality by the Adviser.
If there  is a  default  by the  Counterparty,  the  Fund  may have  contractual
remedies pursuant to the agreements related to the transaction.  The swap market
has  grown  substantially  in  recent  years  with a large  number  of banks and
investment  banking  firms  acting both as  principals  and as agents  utilizing
standardized  swap  documentation.  As a  result,  the swap  market  has  become
relatively  liquid.  Caps,  floors and collars are more recent  innovations  for
which  standardized   documentation  has  not  yet  been  fully  developed  and,
accordingly, they are less liquid than swaps.

Eurodollar  Instruments.     Short Term Bond      Fund may make  investments  in
Eurodollar  instruments.  Eurodollar  instruments  are  U.S.  dollar-denominated
futures  contracts or options  thereon which are linked to the London  Interbank
Offered Rate ("LIBOR"),  although foreign  currency-denominated  instruments are
available from time to time.  Eurodollar  futures contracts enable purchasers to
obtain a fixed rate for the  lending of funds and sellers to obtain a fixed rate
for  borrowings.  The Fund might use  Eurodollar  futures  contracts and options
thereon to hedge against changes in LIBOR, to which many interest rate swaps and
fixed-income instruments are linked.

Risks of Strategic  Transactions  Outside the U.S.  When  conducted  outside the
U.S., Strategic  Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees,  and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities,  currencies and other instruments.  The value of such positions also
could be adversely affected by: (i) other complex foreign  political,  legal and
economic factors,  (ii) lesser availability than in the U.S. of data on which to
make trading decisions,  (iii) delays in the Fund's ability to act upon economic
events occurring in foreign markets during  non-business hours in the U.S., (iv)
the  imposition of different  exercise and  settlement  terms and procedures and
margin  requirements  than  in the  U.S.,  and  (v)  lower  trading  volume  and
liquidity.

Use of Segregated and Other Special Accounts.  Many Strategic  Transactions,  in
addition  to other  requirements,  require  that     Short  Term  Bond      Fund
segregate  liquid  high grade  assets  with its  custodian  to the  extent  Fund
obligations  are not otherwise  "covered"  through  ownership of the  underlying


                                       17
<PAGE>
security,  financial instrument or currency. In general,  either the full amount
of any  obligation  by the Fund to pay or deliver  securities  or assets must be
covered at all times by the securities,  instruments or currency  required to be
delivered,  or,  subject to any  regulatory  restrictions,  an amount of cash or
liquid  high  grade  securities  at least  equal to the  current  amount  of the
obligation must be segregated with the custodian.  The segregated  assets cannot
be sold or transferred  unless  equivalent assets are substituted in their place
or it is no longer  necessary to  segregate  them.  For  example,  a call option
written by the Fund will require the Fund to hold the securities  subject to the
call (or securities  convertible into the needed securities  without  additional
consideration)  or to  segregate  liquid  high-grade  securities  sufficient  to
purchase and deliver the securities if the call is exercised. A call option sold
by the Fund on an index will require the Fund to own portfolio  securities which
correlate  with the index or to segregate  liquid high grade assets equal to the
excess of the index  value over the  exercise  price on a current  basis.  A put
option  written by the Fund  requires the Fund to segregate  liquid,  high grade
assets equal to the exercise price.

         Except when the Fund enters into a forward contract for the purchase or
sale of a security  denominated  in a  particular  currency,  which  requires no
segregation,  a  currency  contract  which  obligates  the  Fund  to buy or sell
currency will  generally  require the Fund to hold an amount of that currency or
liquid securities  denominated in that currency equal to the Fund's  obligations
or to  segregate  liquid  high  grade  assets  equal to the amount of the Fund's
obligation.

         OTC options  entered into by the Fund,  including  those on securities,
currency,  financial  instruments or indices and OCC issued and exchange  listed
index options, will generally provide for cash settlement. As a result, when the
Fund sells these instruments it will only segregate an amount of assets equal to
its accrued net obligations,  as there is no requirement for payment or delivery
of amounts in excess of the net  amount.  These  amounts  will equal 100% of the
exercise  price  in the  case  of a non  cash-settled  put,  the  same as an OCC
guaranteed  listed option sold by the Fund, or the in-the-money  amount plus any
sell-back formula amount in the case of a cash-settled put or call. In addition,
when the Fund  sells a call  option on an index at a time when the  in-the-money
amount exceeds the exercise  price,  the Fund will  segregate,  until the option
expires  or is  closed  out,  cash or cash  equivalents  equal  in value to such
excess. OCC issued and exchange listed options sold by the Fund other than those
above generally settle with physical delivery,     or with an election of either
physical delivery or cash  settlement      and the Fund will segregate an amount
of assets  equal to the full value of the  option.  OTC  options  settling  with
physical  delivery,  or with an  election  of either  physical  delivery or cash
settlement  will be treated the same as other  options  settling  with  physical
delivery.

         In the case of a futures  contract or an option thereon,  the Fund must
deposit  initial  margin and  possible  daily  variation  margin in  addition to
segregating  assets  sufficient  to meet its  obligation  to purchase or provide
securities  or  currencies,  or to pay the amount owed at the  expiration  of an
index-based futures contract. Such assets may consist of cash, cash equivalents,
liquid debt or equity securities or other acceptable assets.

         With  respect  to swaps,  the Fund will  accrue  the net  amount of the
excess,  if any, of its obligations over its  entitlements  with respect to each
swap on a daily basis and will  segregate an amount of cash or liquid high grade
securities having a value equal to the accrued excess.  Caps, floors and collars
require  segregation of assets with a value equal to the Fund's net  obligation,
if any.

         Strategic  Transactions  may be covered by other means when  consistent
with  applicable  regulatory  policies.  The Fund may also enter into offsetting
transactions so that its combined position,  coupled with any segregated assets,
equals  its  net  outstanding   obligation  in  related  options  and  Strategic
Transactions.  For example,  the Fund could  purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by the Fund.  Moreover,  instead of  segregating  assets if the Fund held a
futures or forward contract,  it could purchase a put option on the same futures
or forward  contract with a strike price as high or higher than the price of the
contract held. Other Strategic  Transactions may also be offset in combinations.
If the  offsetting  transaction  terminates  at the time of or after the primary
transaction no segregation is required, but if it terminates prior to such time,
assets equal to any remaining obligation would need to be segregated.

         The Fund's activities  involving Strategic  Transactions may be limited
by the  requirements of Subchapter M of the Internal Revenue Code    of 1986, as
amended,  (the "Code")     for qualification as a regulated  investment company.
(See "TAXES.")


                                       18
<PAGE>

       
Investment Restrictions

         The  following  restrictions  are  fundamental  policies and may not be
changed with respect to each of the Funds  without the approval of a majority of
the outstanding voting securities of such Fund which, under the 1940 Act and the
rules  thereunder  and  as  used  in  this  combined   Statement  of  Additional
Information, means the lesser of (1) 67% of the shares of such Fund present at a
meeting if the holders of more than 50% of the  outstanding  shares of such Fund
are  present  in  person or by  proxy,  or (2) more than 50% of the  outstanding
shares of such Fund.

         As a matter of fundamental policy, each Fund may not:

         1.       with respect to 75% of its total assets taken at market value,
                  purchase  more than 10% of the  voting  securities  of any one
                  issuer or invest more than 5% of the value of its total assets
                  in the securities of any one issuer, except obligations issued
                  or  guaranteed  by  the  U.S.  Government,   its  agencies  or
                  instrumentalities  and except  securities of other  investment
                  companies;

         2.       borrow money,  except as a temporary measure for extraordinary
                  or  emergency  purposes or except in  connection  with reverse
                  repurchase agreements;  provided that the Fund maintains asset
                  coverage of 300% for all borrowings;

         3.       purchase or sell real estate  (except that the Fund may invest
                  in (i)  securities  of companies  which deal in real estate or
                  mortgages,  and (ii)  securities  secured  by real  estate  or
                  interests  therein,  and  that the Fund  reserves  freedom  of
                  action to hold and sell real  estate  acquired  as a result of
                  the  Fund's  ownership  of  securities)  or  purchase  or sell
                  physical   commodities  or  contracts   relating  to  physical
                  commodities;

         4.       act as underwriter of securities  issued by others,  except to
                  the extent that it may be deemed an  underwriter in connection
                  with the disposition of portfolio securities of the Fund;

         5.       make loans to other  persons,  except  (a) loans of  portfolio
                  securities,  and  (b)  to  the  extent  that  the  entry  into
                  repurchase  agreements and the purchase of debt  securities in
                  accordance with the Fund's investment objective and investment
                  policies may be deemed to be loans;

         6.       issue senior  securities,  except as  appropriate  to evidence
                  indebtedness  which it is permitted  to incur,  and except for
                  shares  of the  separate  classes  or  series  of  the  Trust,
                  provided  that   collateral   arrangements   with  respect  to
                  currency-related  contracts,  futures  contracts,  options  or
                  other permitted investments, including deposits of initial and
                  variation  margin,  are not  considered  to be the issuance of
                  senior securities for purposes of this restriction;    or    

         7.       purchase any securities which would cause more than 25% of the
                  market value of its total assets at the time of such  purchase
                  to be invested in the securities of one or more issuers having
                  their  principal  business  activities  in the same  industry,
                  provided  that  there  is  no   limitation   with  respect  to
                  investments  in  obligations  issued or guaranteed by the U.S.
                  Government or its agencies or  instrumentalitie   s    .  (For
                  the  purposes of this  restriction,  telephone  companies  are
                  considered to be in a separate  industry from gas and electric
                  public  utilities,  and  wholly-owned  finance  companies  are
                  considered  to be in the  industry  of their  parents if their
                  activities  are primarily  related to financing the activities
                  of the parent   s.)           

         As a matter of nonfundamental policy each Fund may not:

         (a)      purchase  or  retain  securities  of any  open-end  investment
                  company,  or securities of any closed-end  investment  company
                  except by purchase in the open market where no  commission  or
                  profit to a sponsor or dealer results from such purchases,  or
                  except when such purchase, though not made in the open market,
                  is part of a plan of merger, consolidation,  reorganization or
                  acquisition of assets;  in any event the Fund may not purchase
                  more than 3% of the outstanding  voting  securities of another
                  investment company,  may not invest more than 5% of its assets
                  in another  investment  company,  and may not invest more than
                  10% of its assets in other investment companies;


                                       19
<PAGE>

         (b)      pledge, mortgage or hypothecate its assets in excess, together
                  with permitted borrowings, of 1/3 of its total assets;

         (c)      purchase  or  retain  securities  of an  issuer  any of  whose
                  officers,  directors,  trustees  or  security  holders  is  an
                  officer or Trustee of the     Trust     or a member,  officer,
                  director or trustee of the  investment  adviser of the Fund if
                  one or more of such  individuals owns  beneficially  more than
                  one-half of one percent  (1/2%) of the  outstanding  shares or
                  securities  or both (taken at market value) of such issuer and
                  such  individuals  owning  more than  one-half  of one percent
                  (1/2%) of such shares or securities  together own beneficially
                  more than 5% of such shares or securities or both;

         (d)      purchase securities on margin or make short sales,  unless, by
                  virtue of its ownership of other securities,  it has the right
                  to  obtain  securities  equivalent  in kind and  amount to the
                  securities sold and, if the right is conditional,  the sale is
                  made  upon the same  conditions,  except  in  connection  with
                  arbitrage  transactions,  and except  that the Fund may obtain
                  such short-term  credits as may be necessary for the clearance
                  of purchases and sales of securities;

         (e)      invest  more than 10% of its net  assets in the  aggregate  in
                  securities which are not readily  marketable,  the disposition
                  of which is restricted  under Federal  securities laws, and in
                  repurchase  agreements not  terminable  within 7 days provided
                  the Fund will not invest  more than 5% of its total  assets in
                  restricted securities;

         (f)      purchase  securities of any issuers with a record of less than
                  three years  continuous  operations,  including  predecessors,
                  except U.S. Government securities,  securities of such issuers
                  which  are  rated  by  at  least  one  nationally   recognized
                  statistical  rating  organization,  municipal  obligations and
                  obligations  issued or guaranteed by any foreign government or
                  its  agencies or  instrumentalities,  if such  purchase  would
                  cause  the  investments  of the  Fund in all such  issuers  to
                  exceed  5% of the  total  assets  of the Fund  taken at market
                  value;

         (g)         (Short  Term Bond Fund  only)     buy options on securities
                  or financial  instruments,  unless the aggregate premiums paid
                  on all such options held by the Fund at any time do not exceed
                  20% of its net assets;  or sell put options on securities  if,
                  as a result, the aggregate value of the obligations underlying
                  such put options would exceed 50% of the Fund's net assets;

         (h)         (Short  Term  Bond  Fund   only)       enter  into  futures
                  contracts or purchase options thereon unless immediately after
                  the purchase,  the value of the aggregate  initial margin with
                  respect to all futures contracts entered into on behalf of the
                  Fund and the  premiums  paid for options on futures  contracts
                  does not exceed 5% of the Fund's total  assets;  provided that
                  in the case of an option that is  in-the-money  at the time of
                  purchase, the in-the-money amount may be excluded in computing
                  the 5% limit;

         (i)         (Zero  Coupon  2000 Fund only)  purchase or sell any put or
                  call options or any combination thereof;    

         (j)      invest in oil, gas or other mineral leases,  or exploration or
                  development  programs (although it may invest in issuers which
                  own or invest in such interests);

         (k)         (Short Term Bond Fund  only)      borrow money in excess of
                  5% of its total assets (taken at market  value)     except for
                  temporary or emergency  purposes     or borrow other than from
                  banks; however, in the case of reverse repurchase  agreements,
                  the Fund may invest in such  agreements  with other than banks
                  subject to total asset  coverage  of 300% for such  agreements
                  and all borrowings;

   
         (l)      (Zero Coupon 2000 Fund only) borrow money,  including  reverse
                  repurchase  agreements,  in excess  of 5% of its total  assets
                  (taken at market  value)  except for  temporary  or  emergency
                  purposes or borrow other than from banks;
    

         (m)      purchase  warrants if as a result  warrants taken at the lower
                  of cost or market  value would  represent  more than 5% of the
                  value of the  Fund's  total net  assets or more than 2% of its
                  net assets in warrants  that are not listed on the New York or
                  American  Stock  Exchanges or on an exchange  with  comparable
                  listing  requirements (for this purpose,  warrants attached to
                  securities will be deemed to have no value);


                                       20
<PAGE>

            (n)     make securities loans if the value of such securities loaned
                  exceeds  30% of the value of the  Fund's  total  assets at the
                  time any loan is made; all loans of portfolio  securities will
                  be fully  collateralized  and marked to market daily. The Fund
                  has  no  current   intention  of  making  loans  of  portfolio
                  securities  that would amount to greater than 5% of the Fund's
                  total assets; or

            (o)     purchase or sell real estate limited partnership interests.

            For Short Term Bond  Fund,             restrictions  with respect to
repurchase agreements shall be construed to be for repurchase agreements entered
into for the investment of available cash consistent with the Fund's  repurchase
agreement  procedures,  not  repurchase  commitments  entered  into for  general
investment purposes.

                                    PURCHASES

              (See "Purchases" and "Transaction information" in the
                             Funds' prospectuses.)

Additional Information About Opening An Account

         Clients having a regular investment counsel account with the Adviser or
its affiliates and members of their immediate  families,  officers and employees
of the Adviser or of any affiliated  organization and their immediate  families,
members of the National  Association of Securities  Dealers,  Inc.  ("NASD") and
banks may,  if they  prefer,  subscribe  initially  for at least  $1,000 of Fund
shares through Scudder Investor  Services,  Inc. (the  "Distributor") by letter,
fax, TWX or telephone.

         Shareholders  of other  Scudder  funds who have  submitted  an  account
application and have a certified taxpayer  identification number, clients having
a regular  investment  counsel  account with the Adviser or its  affiliates  and
members of their immediate families, officers and employees of the Adviser or of
any affiliated  organization and their immediate  families,  members of the NASD
and banks may open an account by wire. These investors must call  1-800-225-5163
to get an account number. During the call the investor will be asked to indicate
the Fund  name,  amount  to be  wired  ($1,000  minimum),  name of bank or trust
company  from  which the wire will be sent,  the exact  registration  of the new
account,  the taxpayer  identification  or Social Security  number,  address and
telephone  number.  The  investor  must  then  call the bank to  arrange  a wire
transfer to The Scudder Funds,         Boston,  MA 02101, ABA Number  011000028,
DDA Account  Number  9903-5552.  The  investor  must give the Scudder fund name,
account  name and new  account  number.  Finally,  the  investor  must  send the
completed and signed application to a Fund promptly.

         The minimum  initial  purchase amount is less than $1,000 under certain
special plan accounts.

   Additional  Information  About  Making Subsequent  Investments  By Telephone 
Order    

   
         Subsequent  purchase  orders for shares of Zero Coupon 2000 Fund in the
amount of  $10,000  or more and for an amount  not  greater  than four times the
value of the  shareholder's  account may be placed by telephone,  fax,  etc., by
members  of the NASD,  by banks,  and by  established  shareholders  (except  by
Scudder Individual  Retirement Account (IRA),  Scudder  Profit-Sharing and Money
Purchase Pension Plans, Scudder 401(k) and Scudder 403(b) plan holders).  Orders
placed in this manner may be directed to any office of the Distributor listed in
the Fund's  prospectus.  A two-part  invoice of the purchase  will be mailed out
promptly  following receipt of a request to buy. Payment should be attached to a
copy of the invoice for proper identification.  Federal regulations require that
payment be received  within  seven  business  days.  If payment is not  received
within that time, the shares may be canceled.  In the event of such cancellation
or cancellation at the  purchaser's  request,  the purchaser will be responsible
for any loss incurred by the Fund or the principal underwriter by reason of such
cancellation.  If the  purchaser  is a  shareholder,  the Trust  shall  have the
authority, as agent of the shareholder, to redeem shares in the account in order
to reimburse the Fund or the principal  underwriter  for the loss incurred.  Net
losses on such  transactions  which are not recovered from the purchaser will be
absorbed by the  principal  underwriter.  Any net profit on the  liquidation  of
unpaid shares will accrue to that Fund.     


                                       21
<PAGE>

Checks

     A certified  check is not  necessary,  but checks are  accepted  subject to
collection  at full face  value in U.S.  funds and must be drawn on, or  payable
through, a U.S. bank.

         If shares are  purchased by a check which  proves to be  uncollectible,
the  Trust  reserves  the  right to  cancel  the  purchase  immediately  and the
purchaser  will be  responsible  for  any  loss  incurred  by the  Trust  or the
principal  underwriter  by reason of such  cancellation.  If the  purchaser is a
shareholder, the Trust shall have the authority, as agent of the shareholder, to
redeem  shares in the  account  in order to  reimburse  a Fund or the  principal
underwriter for the loss incurred. Investors whose orders have been canceled may
be prohibited  from or restricted in placing future orders in any of the Scudder
funds.

Wire Transfer of Federal Funds

         To purchase  shares of    Short  Term Bond     Fund and obtain the same
day dividend you must have your bank forward  federal funds by wire transfer and
provide the required account  information so as to be available to    Short Term
Bond     Fund prior to twelve o'clock noon eastern time on that day. If you wish
to  make  a  purchase  of  $500,000  or  more  you  should   notify  the  Fund's
   T    ransfer       A    gent          of   such   a   purchase   by   calling
1-800-225-5163.  If either  the  federal  funds or the  account  information  is
received  after twelve  o'clock noon  eastern  time,  but both the funds and the
information are made available before the close of regular trading on the    New
York Stock     Exchange    (the  "Exchange")      (normally 4 p.m. eastern time)
on any business day,  shares will be purchased at net asset value  determined on
that day but will not receive the dividend; in such cases, dividends commence on
the next business day.

         To obtain  the net asset  value  determined  as of the close of regular
trading on the Exchange on a selected day    for either Fund,     your bank must
forward  federal  funds  by wire  transfer  and  provide  the  required  account
information  so as to be  available  to a Fund  prior to the  close  of  regular
trading on the Exchange (normally 4 p.m. eastern time).

         The bank sending an  investor's  federal  funds by bank wire may charge
for the  service.  Presently  the  Fund   s      pay a fee for  receipt by State
Street Bank and Trust Company (the  "Custodian") of "wired funds," and the right
to charge investors for this service is reserved.

         Boston banks are closed on certain  holidays  although the Exchange may
be open.  These holidays  include Martin Luther King, Jr. Day (the 3rd Monday in
January),  Columbus  Day (the 2nd Monday in  October)  and  Veterans         Day
(November 11). Investors are not able to purchase shares by wiring federal funds
on such holidays because the Custodian is not open to receive such federal funds
on behalf of a Fund.

Share Price

         Purchases  will be filled  without  sales charge at the net asset value
next computed after receipt of the  application  in good order.  Net asset value
per share is currently determined once daily, as of the close of regular trading
on the Exchange (normally 4 p.m. eastern time), on each day the Exchange is open
for trading.  Orders received after such close will be executed at the net asset
value  per share on the next  business  day.  If the order has been  placed by a
member of the NASD other than the Distributor,  it is the responsibility of that
member broker, rather than a Fund, to forward the purchase order to the Transfer
Agent in Boston by the close of trading on the Exchange.

Share Certificates

         Due  to  the  desire  of  the  Funds'  management  to  afford  ease  of
redemption,  certificates  will not be issued to indicate  ownership  in a Fund.
Share certificates now in a shareholder's possession may be sent to the Transfer
Agent for cancellation and credit to such  shareholder's  account.  Shareholders
who prefer,  may hold the  certificates in their  possession  until they wish to
exchange  or  redeem  such  shares.   (See  "Redeeming  shares"  in  the  Funds'
prospectuses.)


                                       22
<PAGE>

Other Information

         If purchases or  redemptions of Fund shares are arranged and settlement
is made,  at an  investor's  election,  through a member of the NASD  other than
   the  Distributor,      that member may, at its  discretion,  charge a fee for
that service.  The Board of Trustees and Scudder  Investor  Services,  Inc., the
Trust's  principal  underwriter,  each  has the  right to limit  the  amount  of
purchases by, and to refuse to sell to any person.

         The Trustees  and the  Distributor  each may suspend or  terminate  the
offering of shares of a Fund at any time.

         The Tax  Identification  Number section of each Fund's application must
be completed when opening an account. Applications and purchase orders without a
certified tax  identification  number and certain other  certified  information,
(e.g., certification of exempt status from exempt investors) will be returned to
the investor.

         A Fund may  issue  shares  at net asset  value in  connection  with any
merger or  consolidation  with, or acquisition  of, the assets of any investment
company  (or  series  thereof)  or  personal  holding  company,  subject  to the
requirements of the 1940 Act.

                            EXCHANGES AND REDEMPTIONS

        (See "Exchanges and redemptions" and "Transaction information" in
                           the Funds' prospectuses.)

Exchanges

         Exchanges  are  comprised of a  redemption  from one Scudder fund and a
purchase of another Scudder fund to an existing  account or a newly  established
account.  When an  exchange  involves a new  account,  the new  account  will be
established with the same  registration,  tax  identification  number,  address,
telephone  redemption  option,   "Scudder  Automated  Information  Line"  (SAIL)
transaction  authorization         and dividend option as the existing  account.
Other features will not carry over  automatically to the new account.  Exchanges
to a new  fund  account  must be for a  minimum  of  $1,000.  When  an  exchange
represents  an  additional  investment  into an  existing  account,  the account
receiving  the  exchange   proceeds  must  have  identical   registration,   tax
identification number,  address, and account  options/features as the account of
origin.  Exchanges  into an existing  account  must be for $100 or more.  If the
account  receiving  the  exchange  proceeds is  different  in any  respect,  the
exchange  request must be in writing and must  contain a signature  guarantee as
described  under   "Redeeming   shares--Signature   guarantees"  in  the  Funds'
prospectuses.

         Exchange  orders  received  before the close of regular  trading on the
Exchange on any business day will  ordinarily be     executed      at respective
net asset values  determined on that day.  Exchange  orders  received  after the
close of trading will be executed on the following business day.

   
         Investors  may also  request,  at no extra  charge,  to have  exchanges
automatically  executed on a predetermined  schedule from one Scudder Fund to an
existing account in another Scudder Fund through  Scudder's  Automatic  Exchange
Program.  Exchanges must be for a minimum of $50. Shareholders may add this free
feature over the phone or in writing.  Automatic  Exchanges  will continue until
the shareholder  requests by phone or in writing to have the feature removed, or
until the originating account is depleted. The Trust and the Transfer Agent each
reserves  the right to suspend  or  terminate  the  privilege  of the  Automatic
Exchange Program at any time.     

         There is no charge to the shareholder for any exchange described above.
An exchange  into  another         Scudder fund is a redemption  of shares,  and
therefore,  may result in tax consequences (gain or loss) to the shareholder and
the proceeds of such exchange may be subject to backup  withholding   .     (See
"TAXES   .    ")       

         Investors currently receive the exchange privilege,  including exchange
by  telephone,  automatically  without  having  to elect it.  The Trust  employs
procedures,  including recording  telephone calls,  testing a caller's identity,
and sending  written  confirmation of telephone  transactions,  designed to give
reasonable  assurance that  instructions  communicated by telephone are genuine,
and to  discourage  fraud.  To the extent  that the Trust  does not follow  such
procedures,  it may be liable  for  losses  due to  unauthorized  or  fraudulent
telephone   instructions.   The  Trust  will  not  be  liable  for  acting  upon


                                       23
<PAGE>
instructions  communicated  by  telephone  that  it  reasonably  believes  to be
genuine.  The Trust, the Funds and the Transfer Agent each reserves the right to
suspend or  terminate  the  privilege of  exchanging  by telephone or fax at any
time.

         The Scudder Funds into which  investors may make an exchange are listed
under  "THE  SCUDDER  FAMILY  OF  FUNDS"  herein.  Before  making  an  exchange,
shareholders should obtain from the Distributor a prospectus of the Scudder Fund
into which the exchange is being contemplated.

         Scudder  retirement  plans may have  different  exchange  requirements.
Please refer to appropriate plan literature.

Redemption by Telephone

         In order to request  redemptions by telephone,  shareholders  must have
completed  and returned to the Transfer  Agent the  application,  including  the
designation of a bank account to which the  redemption  proceeds are to be sent.
Shareholders  currently  receive  the  right to redeem  up to  $50,000  to their
address of record  automatically,  without having to elect it. The proceeds will
not be mailed or wired to other than the predesignated bank account.

         (a)      NEW INVESTORS wishing to establish  telephone  redemption to a
                  designated bank account must complete the appropriate  section
                  on the application.

         (b)      EXISTING  SHAREHOLDERS  (except  those  who are  Scudder  IRA,
                  Scudder Pension and Profit-Sharing, Scudder 401(k) and Scudder
                  403(b) planholders) who wish to establish telephone redemption
                  to a  designated  bank  account or who want to change the bank
                  account previously  designated to receive redemption  proceeds
                  should  either  return  a  Telephone  Redemption  Option  Form
                  (available  upon  request)  or send a letter  identifying  the
                  account and  specifying  the exact  information to be changed.
                  The letter must be signed exactly as the shareholder's name(s)
                  appears on the account. A signature and a signature  guarantee
                  are  required  for each  person in whose  name the  account is
                  registered.

         Telephone  redemption is not  available  with respect to shares held in
IRA accounts.

         If a request for redemption to a shareholder's  bank account is made by
telephone  or fax,  payment  will be by  Federal  Reserve  bank wire to the bank
account  designated  on the  application,  unless  a  request  is made  that the
redemption     check     be mailed to the designated bank account. There will be
a $5 charge for all wire redemptions.

         Note:    Investors  designating  that  a  savings  bank  receive  their
                  telephone  redemption proceeds are advised that if the savings
                  bank  is not a  participant  in the  Federal  Reserve  System,
                  redemption  proceeds must be wired  through a commercial  bank
                  which is a  correspondent  of the  savings  bank.  As this may
                  delay receipt by the  shareholder's  account,  it is suggested
                  that  investors  wishing to use a savings  bank  discuss  wire
                  procedures  with  their  banks and  submit  any  special  wire
                  transfer    information   with   the   telephone    redemption
                  authorization.   If  appropriate   wire   information  is  not
                  supplied, redemption proceeds will be mailed to the designated
                  bank.

         The Trust employs  procedures,  including  recording  telephone  calls,
testing a caller's  identity,  and sending  written  confirmation  of  telephone
transactions,   designed  to  give   reasonable   assurance  that   instructions
communicated  by telephone are genuine,  and to discourage  fraud. To the extent
that the Trust does not follow such procedures,  it may be liable for losses due
to  unauthorized  or fraudulent  telephone  instructions.  The Trust will not be
liable for acting upon instructions communicated by telephone that it reasonably
believes to be genuine.

         Redemption requests by telephone (technically a repurchase by agreement
between a Fund and the  shareholder)  of shares  purchased  by check will not be
accepted  until  the  purchase  check  has  cleared,  which may take up to seven
business days.


                                       24
<PAGE>

Redemption by Mail or Fax

         Any existing share certificates representing shares being redeemed must
accompany a request for  redemption  and be duly  endorsed or  accompanied  by a
proper stock  assignment form with  signature(s)  guaranteed as explained in the
Funds' prospectuses.

         In order to ensure proper  authorization  before redeeming shares,  the
Transfer Agent may request additional  documents such as, but not restricted to,
stock  powers,  trust  instruments,   certificates  of  death,  appointments  as
executor   /executrix,      certificates  of corporate  authority and waivers of
tax (required in some states when settling estates).

         It is suggested that shareholders  holding share certificates or shares
registered in other than  individual  names contact the Transfer  Agent prior to
redemptions to ensure that all necessary documents  accompany the request.  When
shares are held in the name of a corporation,  trust,  fiduciary agent, attorney
or  partnership,  the Transfer Agent  requires,  in addition to the stock power,
certified evidence of authority to sign. These procedures are for the protection
of  shareholders  and should be followed to ensure  prompt  payment.  Redemption
requests must not be conditional as to date or price of the redemption. Proceeds
of a redemption  will be sent within seven  business  days after  receipt by the
Transfer  Agent of a  request  for  redemption  that  complies  with  the  above
requirements.  Delays of more than seven days of payment for shares tendered for
redemption may result but only until the purchase check has cleared.

         The  requirements  for IRA  redemptions  are  different  from those for
regular accounts. For more information call 1-800-225-5163.

Redemption by "Write-A-Check"

         All new  investors  and  existing  shareholders     of  Short Term Bond
Fund     who apply to the  Custodian  for checks may use them to pay any person,
provided  that each check is for at least $100 and not more than $5 million.  By
using the checks,  the shareholder  will receive daily dividend credit on his or
her  shares  until the check has  cleared  the  banking  system.  Investors  who
purchased  shares by check may write checks against those shares only after they
have been on     Short  Term  Bond      Fund's  books for seven  business  days.
Shareholders who use this service may also use other redemption  procedures.  No
shareholder may write checks against certificated shares.    Short Term Bond    
Fund pays the bank charges for this service.  However,  the Fund will review the
cost of  operation  periodically  and  reserves the right to determine if direct
charges  to  the  persons  who  avail   themselves  of  this  service  would  be
appropriate.  The Trust,  on behalf of    Short Term Bond     Fund, the Transfer
Agent  and the  Custodian  each  reserves  the right at any time to  suspend  or
terminate  the  "Write-A-Check"  procedure.  Checks  will  be  returned  by  the
Custodian  if there  are  insufficient  shares  to meet the  withdrawal  amount.
Potential  fluctuations  in the per share value of    Short  Term  Bond     Fund
should be considered in determining  the amount of the check. An investor should
not attempt to close an account by check,  because the exact balance at the time
the check clears will not be known when the check is written.

Other Information

         If the  shareholder  redeems  all shares in the  account     after  the
record date of a dividend,     the shareholder will receive,  in addition to the
net asset value thereof, all declared but unpaid dividends thereon. The value of
shares redeemed may be more or less than a shareholder's cost depending upon the
net asset value at the time the  redemption is made. The Trust does not impose a
redemption  charge,  although a wire  charge may be  applicable  for  redemption
proceeds wired to an investor's bank account. Redemption of shares, including an
exchange into another         Scudder fund, may result in tax consequences (gain
or loss) to the shareholder, and the proceeds of such redemptions may be subject
to backup withholding   .     (See "TAXES   .    ")       

         Shareholders  who wish to redeem  shares  from  Special  Plan  Accounts
should  contact  the  employer,  trustee  or  custodian  of  the  Plan  for  the
requirements.

         The  determination  of net asset value,  and a  shareholder's  right to
redeem  shares and to receive  payment  therefore  may be suspended at times (a)
during which the Exchange is closed,  other than  customary  weekend and holiday
closings,  (b) during which trading on said Exchange is  restricted,  (c) during
which an emergency  exists as a result of which disposal by a Fund of securities
owned by it is not reasonably  practicable  or it is not reasonably  practicable
for a Fund fairly to determine the value of its net assets,  or (d) during which
a governmental body having  jurisdiction over the Trust may by order permit such


                                       25
<PAGE>
a suspension  for the  protection  of the Trust's  shareholders;  provided  that
applicable rules and regulations of the     Securities  and Exchange  Commission
("    SEC   ")     (or any succeeding governmental authority) shall govern as to
whether the conditions prescribed in (b), (c) or (d) exist.

         If transactions  at any time reduce a shareholder's  account balance to
below $1,000 in value,  the Trust may notify the  shareholder  that,  unless the
account  balance  is  brought  up to at least  $1,000,  the Trust may redeem all
shares  in a Fund,  close  the  account,  and send  redemption  proceeds  to the
shareholder.  The  shareholder has sixty days to bring the account balance up to
$1,000  before any action will be taken.  No transfer  from an existing to a new
Scudder fund account  should be for less than $1,000;  otherwise the new account
will be redeemed as described  above.  (This  policy  applies to accounts of new
shareholders, but does not apply to certain Special Plan Accounts.) The Trustees
have the authority to change the minimum account size.

                   FEATURES AND SERVICES OFFERED BY THE FUNDS

                (See "Shareholder benefits"        in the Funds'
                                 prospectuses.)

The Pure No-Load(TM) Concept

         Investors  are  encouraged  to be aware of the  full  ramifications  of
mutual fund fee structures,  and of how Scudder distinguishes its funds from the
vast  majority of mutual  funds  available  today.  The primary  distinction  is
between load and no-load funds.

         Load funds  generally are defined as mutual funds that charge a fee for
the sale and  distribution  of fund  shares.  There  are  three  types of loads:
front-end  loads,  back-end loads,  and asset-based  12b-1 fees.  12b-1 fees are
distribution-related  fees charged  against  fund assets and are  distinct  from
service fees,  which are charged for personal  services  and/or  maintenance  of
shareholder  accounts.  Asset-based sales charges and service fees are typically
paid pursuant to distribution plans adopted under 12b-1 under the 1940 Act.

         A front-end  load is a sales  charge,  which can be as high as 8.50% of
the amount  invested.  A back-end  load is a contingent  deferred  sales charge,
which can be as high as 8.50% of either the amount  invested  or  redeemed.  The
maximum  front-end or back-end  load  varies,  and depends upon whether or not a
fund also charges a 12b-1 fee and/or a service fee or offers  investors  various
sales-related services such as dividend  reinvestment.  The maximum charge for a
12b-1 fee is 0.75% of a fund's average annual net assets, and the maximum charge
for a service fee is 0.25% of a fund's average annual net assets.

         A no-load  fund does not charge a front-end or back-end  load,  but can
charge a small  12b-1 fee and/or  service  fee against  fund  assets.  Under the
   NASD      Rules of Fair  Practice,  a mutual fund can call itself a "no-load"
fund only if the 12b-1 fee and/or  service fee does not exceed 0.25% of a fund's
average annual net assets.

         Because  Scudder  funds do not pay any  asset-based  sales  charges  or
service fees,  Scudder  developed and trademarked the phrase pure no-load(TM) to
distinguish Scudder funds from other no-load mutual funds. Scudder pioneered the
no-load  concept when it created the nation's  first  no-load fund in 1928,  and
later developed the nation's first family of no-load mutual funds.

         The  following  chart  shows  the  potential   long-term  advantage  of
investing  $10,000 in a Scudder pure no-load fund over investing the same amount
in a load fund that collects an 8.50%  front-end load, a load fund that collects
only a 0.75% 12b-1 and/or  service fee, and a no-load fund charging only a 0.25%
12b-1 and/or service fee. The  hypothetical  figures in the chart show the value
of an  account  assuming  a constant  10% rate of return  over the time  periods
indicated and reinvestment of dividends and distributions.


                                       26
<PAGE>

<TABLE>
<CAPTION>

                                Scudder                                                         No-Load Fund with
         YEARS            Pure No-Load(TM)Fund       8.50% Load Fund     Load Fund with 0.75%      0.25% 12b-1 Fee
                                                                             12b-1 Fee

          <C>                   <C>                    <C>                    <C>                    <C>    
          10                    $25,937                $23,733                $24,222                $25,354

          15                    41,772                 38,222                 37,698                 40,371

          20                    67,275                 61,557                 58,672                 64,282
</TABLE>


         Investors  are  encouraged  to review  the fee  tables on page 2 of the
Funds'  prospectuses  for more  specific  information  about  the rates at which
management fees and other expenses are assessed.

   Distribution     Plan   s    

         Investors have        freedom     to choose     whether to receive cash
or to reinvest any dividends from net investment  income or  distributions  from
realized capital gains in additional  shares of a Fund. A change of instructions
for the method of payment must be received by the  Transfer  Agent at least five
days prior to a dividend record date.        Shareholders    also     may change
their dividend option     either     by calling  1-800-225-5163    or by sending
written  instructions to the Transfer Agent. See "How to contact Scudder" in the
prospectuses  for the address.  Please  include  your  account  number with your
written request.    

         Reinvestment  is usually  made         on the day  following the record
date.  Investors  may  leave  standing  instructions  with  the     T    ransfer
   A    gent   designating   their  option  for  either   reinvestment  or  cash
distribution  of any income  dividends  or capital  gains  distributions.  If no
election is made,  dividends  and  distributions  will be invested in additional
shares of a Fund.

   
         Investors  may also  have  dividends  and  distributions  automatically
deposited   to   their    predesignated    bank   account   through    Scudder's
DistributionsDirect  Program.  Shareholders  who  elect  to  participate  in the
DistributionsDirect  Program, and whose predesignated checking account of record
is with a member bank of the  Automated  Clearing  House  Network (ACH) can have
income and capital gain distributions  automatically deposited to their personal
bank  account  usually  within  three  business  days  after  a  Fund  pays  its
distribution.  A  DistributionsDirect  request  form can be  obtained by calling
1-800-225-5163.  Confirmation  statements  will be  mailed  to  shareholders  as
notification that distributions have been deposited.     

         Investors  choosing to  participate in Scudder's  Automatic  Withdrawal
Plan must  reinvest any dividends or capital  gains.  For most  retirement  plan
accounts, the reinvestment of dividends and capital gains is also required.

Diversification

         Your  investment  represents  an  interest  in  a  large,   diversified
portfolio  of carefully  selected  securities.  Diversification  may protect you
against the possible risks associated with concentrating in fewer securities.

Scudder Funds Centers

         Investors may visit any of the    Fund     Centers maintained by    the
Distributor      listed in the Funds' prospectuses.  The Centers are designed to
provide individuals with services during any business day. Investors may pick up
literature or find assistance with opening an account,  adding monies or special
options to existing  accounts,  making  exchanges  within the Scudder  Family of
Funds, redeeming shares or opening retirement plans. Checks should not be mailed
to the Centers but should be mailed to "The Scudder Funds" at the address listed
under "How to Contact Scudder" in the Funds' prospectuses.


                                       27
<PAGE>

Reports to Shareholders

         The  Trust  issues  to the  Funds'  shareholders  semiannual  financial
statements,  audited  annually by independent  accountants,  including a list of
investments held and statements of assets and liabilities,  operations,  changes
in net assets and    financial highlights for each Fund.           

Transaction Summaries

         Annual  summaries of all  transactions in    each      Fund account are
available  to   shareholders.   The   summaries   may  be  obtained  by  calling
1-800-225-5163.

                           THE SCUDDER FAMILY OF FUNDS

              (See "Investment products and services" in the Funds'
                                 prospectuses.)

         The Scudder  Family of Funds is America's  first family of mutual funds
and the nation's oldest family of no-load mutual funds.  To assist  investors in
choosing a Scudder fund,  descriptions of the Scudder funds' objectives  follow.
Initial  purchases  in each  Scudder fund must be at least $1,000 or $500 in the
case of IRAs. Subsequent purchases must be for $100 or more. Minimum investments
for special plan accounts may be lower.

MONEY MARKET

         Scudder Cash Investment  Trust ("SCIT") seeks to maintain the stability
         of capital,  and  consistent  therewith,  to maintain the  liquidity of
         capital  and  to  provide  current  income  through   investment  in  a
         supervised  portfolio of short-term  debt  securities.  SCIT intends to
         seek to  maintain  a  constant  net  asset  value of $1.00  per  share,
         although in certain circumstances this may not be possible.

         Scudder U.S. Treasury Money Fund seeks to provide safety, liquidity and
         stability of capital and consistent therewith to provide current income
         through  investment in a supervised  portfolio of U.S.  Government  and
         U.S. Government guaranteed obligations with maturities of not more than
            762  calendar  days    .  The Fund  intends  to seek to  maintain  a
         constant  net  asset  value of $1.00 per  share,  although  in  certain
         circumstances this may not be possible.

INCOME

         Scudder  Emerging  Markets  Income Fund seeks to provide  high  current
         income  and,   secondarily,   long-term  capital  appreciation  through
         investments  primarily  in  high-yielding  debt  securities  issued  in
         emerging markets.

         Scudder GNMA Fund seeks to provide  investors  with high current income
         from a portfolio of high-quality GNMA securities.

         Scudder  Income  Fund seeks to earn a high  level of income  consistent
         with the prudent  investment of capital  through a flexible  investment
         program emphasizing high-grade bonds.

         Scudder  International  Bond  Fund  seeks  to  provide  income  from  a
         portfolio of high-grade bonds denominated in foreign  currencies.  As a
         secondary objective, the Fund seeks protection and possible enhancement
         of  principal  value by  actively  managing  currency,  bond market and
         maturity exposure and by security selection.

         Scudder  Short Term Bond Fund seeks to provide a higher and more stable
         level of income than is normally provided by money market  investments,
         and more price stability than investments in intermediate-and long-term
         bonds.


                                       28
<PAGE>

         Scudder  Short Term Global  Income Fund seeks to provide  high  current
         income from a portfolio  of  high-grade  money market  instruments  and
         short-term bonds denominated in foreign currencies and the U.S. dollar.

         Scudder  Zero Coupon  2000 Fund seeks to provide as high an  investment
         return over a selected period as is consistent with the minimization of
         reinvestment  risks  through  investments   primarily  in  zero  coupon
         securities.

TAX FREE MONEY MARKET

         Scudder Tax Free Money Fund ("STFMF") is designed to provide  investors
         with  income  exempt  from  regular  federal  income tax while  seeking
         stability  of  principal.  STFMF seeks to maintain a constant net asset
         value of $1.00 per share,  although in certain  circumstances  this may
         not be possible.

         Scudder  California  Tax  Free  Money  Fund*  is  designed  to  provide
         California  taxpayers  income exempt from California  state and regular
         federal  income  taxes,   and  seeks   stability  of  capital  and  the
         maintenance of a constant net asset value of $1.00 per share,  although
         in certain circumstances this may not be possible.

         Scudder  New York Tax Free Money  Fund* is designed to provide New York
         taxpayers  income exempt from New York state, New York City and regular
         federal  income  taxes,   and  seeks   stability  of  capital  and  the
         maintenance of a constant net asset value of $1.00 per share,  although
         in certain circumstances this may not be possible.

TAX FREE

         Scudder  High Yield Tax Free Fund seeks to provide high income which is
         exempt from regular federal income tax by investing in investment-grade
         municipal securities.

         Scudder  Limited Term Tax Free Fund seeks to provide as high a level of
         income exempt from regular  federal income tax as is consistent  with a
         high degree of principal stability.

         Scudder Managed Municipal Bonds seeks to provide income which is exempt
         from  regular  federal  income tax  primarily  through  investments  in
         long-term municipal securities with an emphasis on high quality.

         Scudder  Medium  Term Tax Free Fund  seeks to  provide a high  level of
         income free from regular  federal  income taxes and to limit  principal
         fluctuation  by  investing  in  high-grade   municipal   securities  of
         intermediate maturities.

         Scudder  California  Tax Free Fund* seeks to provide income exempt from
         both   California   and  regular   federal  income  taxes  through  the
         professional  and  efficient  management  of a portfolio  consisting of
         California state, municipal and local government obligations.

         Scudder  Massachusetts  Limited Term Tax Free Fund* seeks to provide as
         high a level of income exempt from  Massachusetts  personal and regular
         federal  income tax as is  consistent  with a high degree of  principal
         stability.

         Scudder  Massachusetts  Tax Free Fund* seeks to provide  income  exempt
         from both  Massachusetts  and regular  federal income taxes through the
         professional  and  efficient  management  of a portfolio  consisting of
         Massachusetts state, municipal and local government obligations.

         Scudder New York Tax Free Fund* seeks to provide income exempt from New
         York state,  New York City and regular federal income taxes through the
         professional  and  efficient  management  of a portfolio  consisting of
         investments  in  New  York  state,   municipal  and  local   government
         obligations.



- ----------------------
     *    These funds are not available for sale in all states. For information,
          contact Scudder Investor Services, Inc.

                                       29
<PAGE>

         Scudder  Ohio Tax Free Fund* seeks to provide  income  exempt from both
         Ohio and regular  federal  income taxes  through the  professional  and
         efficient management of a portfolio consisting of Ohio state, municipal
         and local government obligations.

         Scudder Pennsylvania Tax Free Fund* seeks to provide income exempt from
         both  Pennsylvania and regular federal income taxes through a portfolio
         consisting  of  Pennsylvania  state,  municipal  and  local  government
         obligations.

GROWTH AND INCOME

         Scudder  Balanced Fund seeks to provide a balance of growth and income,
         as  well as  long-term  preservation  of  capital,  from a  diversified
         portfolio of equity and fixed income securities.

         Scudder  Growth and Income  Fund seeks to provide  long-term  growth of
         capital,  current  income,  and  growth of income  through a  portfolio
         invested  primarily  in common  stocks and  convertible  securities  by
         companies  which offer the prospect of growth of earnings  while paying
         current dividends.

GROWTH

         Scudder  Capital  Growth  Fund seeks to  maximize  long-term  growth of
         capital  through a broad and flexible  investment  program  emphasizing
         common stocks.

         Scudder  Development Fund seeks to achieve  long-term growth of capital
         primarily  through  investments in marketable  securities,  principally
         common stocks,  of relatively small or little-known  companies which in
         the opinion of  management  have  promise of  expanding  their size and
         profitability  or of gaining  increased  market  recognition  for their
         securities, or both.

         Scudder Global Fund seeks long-term growth of capital primarily through
         a diversified  portfolio of marketable equity securities  selected on a
         worldwide  basis.  It may also invest in debt  securities  of U.S.  and
         foreign issuers. Income is an incidental consideration.

         Scudder   Global  Small  Company  Fund  seeks   above-average   capital
         appreciation  over the long term by  investing  primarily in the equity
         securities of small companies located throughout the world.

         Scudder Gold Fund seeks maximum  return  (principal  change and income)
         consistent  with  investing  in  a  portfolio  of  gold-related  equity
         securities and gold.

   
         Scudder  Greater Europe Growth Fund seeks  long-term  growth of capital
         through  investments  primarily  in the equity  securities  of European
         companies.
    

         Scudder  International  Fund seeks long-term  growth of capital through
         investment  principally in a diversified portfolio of marketable equity
         securities  selected  primarily  to permit  participation  in  non-U.S.
         companies and economies with  prospects for growth.  It also invests in
         fixed-income  securities of foreign  governments and companies,  with a
         view toward total investment return.

         Scudder  Latin  America  Fund  seeks  to  provide   long-term   capital
         appreciation  through  investment  primarily in the securities of Latin
         American issuers.

         Scudder Pacific  Opportunities  Fund seeks long-term  growth of capital
         through investment  primarily in the equity securities of Pacific Basin
         companies, excluding Japan.



- ----------------------
     *    These funds are not available for sale in all states. For information,
          contact Scudder Investor Services, Inc.

                                       30
<PAGE>

         Scudder  Quality  Growth  Fund  seeks to  provide  long-term  growth of
         capital  through  investment  primarily  in the  equity  securities  of
         seasoned, financially strong U.S. growth companies.

         Scudder Value Fund seeks long-term growth of capital through investment
         in undervalued equity securities.

         The Japan Fund, Inc. seeks capital  appreciation  through investment in
         Japanese securities, primarily in common stocks of Japanese companies.


         The net asset  values of most  Scudder  Funds can be found daily in the
"Mutual Funds" section of The Wall Street Journal under "Scudder  Funds," and in
other leading newspapers  throughout the country.  Investors will notice the net
asset value and offering  price are the same,  reflecting the fact that no sales
commission or "load" is charged on the sale of shares of the Scudder Funds.  The
latest seven-day yields for the money-market funds can be found every Monday and
Thursday in the  "Money-Market  Funds" section of The Wall Street Journal.  This
information  also may be obtained by calling the Scudder  Automated  Information
Line (SAIL) at 1-800-343-2890.

         The Scudder  Family of Funds  offers many  conveniences  and  services,
including:  active  professional  investment  management;  broad and diversified
investment  portfolios;  pure no-load funds with no  commissions  to purchase or
redeem  shares or Rule 12b-1  distribution  fees;  individual  attention  from a
Scudder  Service  Representative;  easy  telephone  exchanges into Scudder money
market, tax free, income, and growth funds; shares redeemable at net asset value
at any time.

                             SPECIAL PLAN ACCOUNTS

         (See "Scudder tax-advantaged retirement plans," "Purchases--By
         Automatic Investment Plan" and "Exchanges and redemptions--By
            Automatic Withdrawal Plan" in the Funds' prospectuses.)

         Detailed  information  on any Scudder  investment  plan,  including the
applicable  charges,   minimum  investment  requirements  and  disclosures  made
pursuant to Internal Revenue Service (the "IRS")  requirements,  may be obtained
by contacting Scudder Investor Services,  Inc., Two International Place, Boston,
Massachusetts  02110-4103  or  by  calling  toll  free,  1-800-225-2470.  It  is
advisable  for an  investor  considering  the  funding of the  investment  plans
described  below to consult with an attorney or other  investment or tax adviser
with respect to the suitability requirements and tax aspects thereof.

         Shares  of a Fund  may  also be a  permitted  investment  under  profit
sharing  and  pension  plans and IRA's  other than  those  offered by the Funds'
distributor depending on the provisions of the relevant plan or IRA.

         None of the plans  assures a profit or  guarantees  protection  against
depreciation, especially in declining markets.

Scudder Retirement Plans:  Profit-Sharing and Money Purchase
Pension Plans for Corporations and Self-Employed Individuals

         Shares of a Fund may be purchased as the investment medium under a plan
in the form of a Scudder  Profit-Sharing  Plan  (including a version of the Plan
which includes a  cash-or-deferred  feature) or a Scudder Money Purchase Pension
Plan  (jointly  referred  to as  the  Scudder  Retirement  Plans)  adopted  by a
corporation,  a self-employed individual or a group of self-employed individuals
(including  sole   proprietorships   and  partnerships),   or  other  qualifying
organization.  Each of these forms was approved by the IRS as a  prototype.  The
IRS's  approval of an employer's  plan under Section  401(a) of the         Code
will be  greatly  facilitated  if it is in such  approved  form.  Under  certain
circumstances,  the IRS will  assume  that a plan,  adopted in this form,  after
special notice to any employees, meets the requirements of Section 401(a) of the
       Code.


                                       31
<PAGE>

Scudder 401(k): Cash or Deferred Profit-Sharing Plan
for Corporations and Self-Employed Individuals

         Shares of a Fund may be purchased as the investment medium under a plan
in the form of a Scudder 401(k) Plan adopted by a corporation,  a  self-employed
individual or a group of self-employed  individuals  (including sole proprietors
and partnerships), or other qualifying organization. This plan has been approved
as a prototype by the IRS.

Scudder IRA:  Individual Retirement Account

         Shares of a Fund may be purchased as the  underlying  investment for an
Individual  Retirement Account which meets the requirements of Section 408(a) of
the        Code.

         A  single   individual   who  is  not  an  active   participant  in  an
employer-maintained  retirement  plan, a simplified  employee pension plan, or a
tax-deferred  annuity program (a "qualified plan"), and a married individual who
is not an active participant in a qualified plan and whose spouse is also not an
active  participant  in a qualified  plan,  are eligible to make tax  deductible
contributions  of up to  $2,000  to an IRA  prior  to the year  such  individual
attains age 70 1/2. In addition, certain individuals who are active participants
in qualified  plans (or who have spouses who are active  participants)  are also
eligible to make  tax-deductible  contributions to an IRA; the annual amount, if
any, of the  contribution  which such an  individual  will be eligible to deduct
will be determined by the amount of his, her, or their adjusted gross income for
the year. Whenever the adjusted gross income limitation  prohibits an individual
from   contributing   what  would   otherwise  be  the  maximum   tax-deductible
contribution he or she could make, the individual will be eligible to contribute
the difference to an IRA in the form of nondeductible contributions.

         An eligible  individual  may  contribute as much as $2,000 of qualified
income (earned income or, under certain  circumstances,  alimony) to an IRA each
year (up to $2,250 for  married  couples  if one spouse has earned  income of no
more than $250).  All income and capital gains derived from IRA  investments are
reinvested  and  compound  tax-deferred  until  distributed.  Such  tax-deferred
compounding can lead to substantial retirement savings.

         The table below shows how much individuals  would accumulate in a fully
tax-deductible  IRA by age 65  (before  any  distributions)  if they  contribute
$2,000 at the beginning of each year,  assuming average annual returns of 5, 10,
and 15%. (At withdrawal, accumulations in this table will be taxable.)

<TABLE>
<CAPTION>

                                                Value of IRA at Age 65
                                    Assuming $2,000 Deductible Annual Contribution

         Starting
          Age of                                         Annual Rate of Return
       Contributions                    5%                        10%                       15%
       -------------                    --                        ---                       ---
            <C>                     <C>                        <C>                     <C>       
            25                      $253,680                   $973,704                $4,091,908
            35                       139,522                    361,887                   999,914
            45                        69,439                    126,005                   235,620
            55                        26,414                     35,062                    46,699
</TABLE>


         This next table shows how much individuals  would accumulate in non-IRA
accounts  by age 65 if they start  with  $2,000 in pretax  earned  income at the
beginning of each year (which is $1,380 after taxes are paid),  assuming average
annual returns of 5, 10 and 15%. (At withdrawal,  a portion of the  accumulation
in this table will be taxable.)


                                       32
<PAGE>

<TABLE>
<CAPTION>
                                             Value of a Non-IRA Account at
                                      Age 65 Assuming $1,380 Annual Contributions
                                    (post tax, $2,000 pretax) and a 31% Tax Bracket

         Starting
          Age of                                         Annual Rate of Return
       Contributions                    5%                        10%                       15%
       -------------                    --                        ---                       ---
            <C>                     <C>                        <C>                       <C>     
            25                      $119,318                   $287,021                  $741,431
            35                        73,094                    136,868                   267,697
            45                        40,166                     59,821                    90,764
            55                        16,709                     20,286                    24,681
</TABLE>


Scudder 403(b) Plan

         Shares of a Fund may also be purchased as the underlying investment for
tax  sheltered  annuity plans under the  provisions of Section  403(b)(7) of the
       Code.  In general,  employees of  tax-exempt  organizations  described in
Section  501(c)(3) of the        Code (such as hospitals,  churches,  religious,
scientific,  or literary organizations and educational institutions) or a public
school system are eligible to participate in a 403(b) plan.

Automatic Withdrawal Plan

         Non-retirement  plan shareholders who currently own or purchase $10,000
or more of shares of a Fund may  establish an  Automatic  Withdrawal  Plan.  The
investor can then receive monthly, quarterly or periodic redemptions from his or
her account for any designated amount of $50 or more. Payments are mailed at the
end of each month.  The check amounts may be based on the  redemption of a fixed
dollar  amount,  fixed  share  amount,  percent  of account  value or  declining
balance. The Plan provides for income dividends and capital gains distributions,
if any, to be  reinvested in additional  shares.  Shares are then  liquidated as
necessary  to provide for  withdrawal  payments.  Since the  withdrawals  are in
amounts  selected by the investor and have no  relationship  to yield or income,
payments  received cannot be considered as yield or income on the investment and
the  resulting  liquidations  may  deplete or  possibly  extinguish  the initial
investment. Requests for increases in withdrawal amounts or to change payee must
be submitted in writing, signed exactly as the account is registered and contain
signature  guarantee(s) as described under  "Transaction  information--Redeeming
shares--Signature guarantees" in the Funds' prospectuses. Any such requests must
be received by the Funds'  transfer agent by the 15th of the month in which such
change is to take effect. An Automatic  Withdrawal Plan may be terminated at any
time by the shareholder,  the Trust or its agent on written notice,  and will be
terminated when all shares of a Fund under the Plan have been liquidated or upon
receipt by the Trust of notice of death of the shareholder.

         An  Automatic  Withdrawal  Plan request form can be obtained by calling
1-800-225-5163.

Group or Salary Deduction Plan

         An  investor  may  join  a  Group  or  Salary   Deduction   Plan  where
satisfactory  arrangements have been made with Scudder Investor  Services,  Inc.
for forwarding regular  investments  through a single source. The minimum annual
investment  is $240  per  investor  which  may be made  in  monthly,  quarterly,
semiannual or annual payments.  The minimum monthly deposit per investor is $20.
Except for trustees or custodian fees for certain  retirement  plans, at present
there is no separate charge for  maintaining  group or salary  deduction  plans;
however,  the Trust and its agents  reserve the right to establish a maintenance
charge in the future depending on the services required by the investor.

         The Trust  reserves  the  right,  after  notice  has been  given to the
shareholder,  to redeem and close a shareholder's  account in the event that the
shareholder ceases participating in the group plan prior to investment of $1,000
per  individual  or in the  event  of a  redemption  which  occurs  prior to the
accumulation  of that amount or which  reduces  the  account  value to less than
$1,000 and the account value is not increased to $1,000 within a reasonable time
after  notification.  An investor in a plan who has not purchased shares for six
months shall be presumed to have stopped making payments under the plan.


                                       33
<PAGE>

Automatic Investment Plan

         Shareholders may arrange to make periodic investments through automatic
deductions  from  checking  accounts  by  completing  the  appropriate  form and
providing the necessary  documentation  to establish  this service.  The minimum
investment is $50.

         The Automatic  Investment  Plan involves an investment  strategy called
dollar cost averaging.  Dollar cost averaging is a method of investing whereby a
specific dollar amount is invested at regular  intervals.  By investing the same
dollar amount each period, when shares are priced low the investor will purchase
more  shares  than when the share  price is  higher.  Over a period of time this
investment  approach may allow the  investor to reduce the average  price of the
shares purchased.  However, this investment approach does not assure a profit or
protect  against loss. This type of regular  investment  program may be suitable
for various  investment  goals such as, but not limited to, college  planning or
saving for a home.

Uniform Transfers/Gifts to Minors Act

         Grandparents, parents or other donors may set up custodian accounts for
minors.  The minimum  initial  investment  is $1,000  unless the donor agrees to
continue to make  regular  share  purchases  for the account  through  Scudder's
Automatic Investment  Plan       .  In this case, the minimum initial investment
is $500.

         The Trust  reserves  the  right,  after  notice  has been  given to the
shareholder and custodian,  to redeem and close a  shareholder's  account in the
event that regular investments to the account cease before the $1,000 minimum is
reached.

Scudder Trust Company

         Annual  service fees are paid by a Fund to Scudder  Trust  Company,  an
affiliate of the Adviser,  for certain retirement plan accounts and are included
in the fees paid to the Transfer Agent.

                   DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

                       (See "Distribution and performance
                    information--Dividends and capital gains
                  distributions" in the Funds' prospectuses.)

            Each      Fund  intends  to  follow  the  practice  of  distributing
substantially  all of its investment  company taxable income     (defined  under
"GLOSSARY")      which  includes any excess of net realized  short-term  capital
gains over net realized  long-term capital losses.     A     Fund may follow the
practice of  distributing  the entire excess of net realized  long-term  capital
gains over net realized  short-term  capital losses.  However, a Fund may retain
all or part of such gain for reinvestment, after paying the related income taxes
for which shareholders may then be asked to claim a credit against their federal
income tax liability   . (    See "TAXES   .")     If a Fund does not distribute
an amount of capital gain and/or  ordinary  income required to be distributed by
an  excise  tax  provision  of the         Code,  it may be  subject  to  such a
ta   x.     (See "TAXES   .")     In certain circumstances, a Fund may determine
that it is in the interest of  shareholders  to distribute less than such amount
or less than substantially all of its investment company taxable income.

            With respect to Short Term Bond Fund,     dividends will be declared
daily and  distributions  of net  investment  income will be made  monthly.  Any
dividends  or capital  gains  distributions  declared  in  October,  November or
December  with a record  date in such a month  and  paid  during  the  following
January will be treated by  shareholders  for federal  income tax purposes as if
received on December 31 of the  calendar  year  declared.  Distributions  of net
realized  capital gains, if any, will be made in November or December to prevent
application of a federal excise tax. Both types of distributions will be made in
shares of the Fund and confirmations will be mailed to each shareholder unless a
shareholder has elected to receive cash, in which case a check will be sent.

   
         With respect to Zero Coupon 2000 Fund, all the net investment income of
the Fund  normally  will be declared  and  distributed  as a dividend  annually.
Additional  distributions for the Fund may be made to conform with calendar year
distribution  requirements.  Any  dividends  declared  in  October,  November or
December  with a record  date in such a month  and  paid  during  the  following


                                       34
<PAGE>
January will be treated by  shareholders  for federal  income tax purposes as if
received on December 31 of the  calendar  year  declared.  Distributions  of net
realized  capital gains, if any, will be made in November or December to prevent
application  of a federal  excise  tax.  Checks  will be mailed to  shareholders
electing to take dividends in cash. Confirmations will be mailed to shareholders
electing to invest  dividends in additional  shares for the  dividends  declared
during the preceding period shortly after the end of the fiscal year.  Dividends
for the preceding period will be invested in additional  shares at the net asset
value per share shortly after the end of the fiscal year.     

                            PERFORMANCE INFORMATION

                       (See "Distribution and performance
                  information--Performance information" in the
                             Funds' prospectuses.)

         From  time  to  time,  quotations  of the  Funds'  performances  may be
included in  advertisements,  sales  literature  or reports to  shareholders  or
prospective  investors.  These  performance  figures  may be  calculated  in the
following manner:

Average Annual Total Return

         Average  annual total return is the average annual  compounded  rate of
return for the periods of one year, five years,  and ten years, all ended on the
last day of a recent calendar quarter.  Because    Zero Coupon 2000     Fund has
been in existence for less than ten years,  the average  annual total return for
the life of that Fund is given.  Average annual total return quotations  reflect
changes  in the price of a Fund's  shares  and  assume  that all  dividends  and
capital gains  distributions  during the respective  periods were  reinvested in
Fund shares.  Average  annual total return is  calculated by finding the average
annual compounded rates of return of a hypothetical investment over such periods
according  to the  following  formula  (average  annual  total  return  is  then
expressed as a percentage):

                              T = (ERV/P)^(1/n) - 1
         Where:
                   T        =       average annual total return
                   P        =       a hypothetical initial investment of $1,000
                   n        =       number of years
                   ERV      =       ending redeemable value: ERV is the value,
                                    at the end of the  applicable  period,  of a
                                    hypothetical  $1,000  investment made at the
                                    beginning of the applicable period.
<TABLE>
<CAPTION>

   
                        Average Annual Total Return for periods ended December 31, 1994

                                   One Year        Five Years         Ten Years      Life of Fund
                                   --------        ----------         ---------      ------------
<S>                                  <C>              <C>             <C>              <C>
Short Term Bond Fund                -2.87%            6.84%           8.95%(1)
Zero Coupon 2000 Fund*              -7.92%            7.71%              N/A           9.60%(2)
    
</TABLE>

         (1)      The foregoing  average annual total return includes the period
                  prior to July 3, 1989,  during which the Fund  operated  under
                  the  investment  objective and policies of Scudder Target Fund
                  General 1994  Portfolio.  Average  annual total return figures
                  for the periods prior to July 3, 1989 should not be considered
                  representative of the present Fund.

         (2)      For  the  period     February  4,  1986      (commencement  of
                  operations) to December 31, 199   4    .

         *        If the Adviser had not     temporarily  capped  expenses,  the
                  average annual total return for the one year, five years,  and
                  life of Fund would have been lower.    

Cumulative Total Return

         Cumulative  total  return  is  the  cumulative  rate  of  return  on  a
hypothetical  initial  investment of $1,000 for a specified  period.  Cumulative
total  return  quotations  reflect  changes in the price of a Fund's  shares and
assume that all dividends and capital gains distributions during the period were


                                       35
<PAGE>
reinvested in Fund shares.  Cumulative total return is calculated by finding the
cumulative  rates of a return of a  hypothetical  investment  over such periods,
according to the following formula (cumulative total return is then expressed as
a percentage):

                                  C = (ERV/P)-1
         Where:
                            C       =        cumulative total return
                            P       =        a hypothetical initial investment
                                             of $1,000
                            ERV     =        ending  redeemable  value: ERV is
                                             the  value,   at  the  end  of  the
                                             applicable     period,     of     a
                                             hypothetical $1,000 investment made
                                             at the beginning of the  applicable
                                             period.

<TABLE>
<CAPTION>

   
                              Cumulative Total Return for periods ended December 31, 1994

                                   One Year        Five Years         Ten Years      Life of Fund
                                   --------        ----------         ---------      ------------
<S>                                  <C>             <C>             <C>              <C>
Short Term Bond Fund                -2.87%           39.24%          135.74%(1)
Zero Coupon 2000 Fund               -7.92%           44.99%              N/A          126.37%(2)
    
</TABLE>

         (1)      The  foregoing  cumulative  total  return  includes the period
                  prior to July 3, 1989,  during which the Fund  operated  under
                  the  investment  objective and policies of Scudder Target Fund
                  General 1994  Portfolio.  Cumulative  total return figures for
                  the  periods  prior to July 3, 1989  should not be  considered
                  representative of the present Fund.

         (2)      For  the  period     February  4,  1986      (commencement  of
                  operations) to December 31,    1994    .

       
Total Return

         Total  return is the rate of return on an  investment  for a  specified
period of time calculated in the same manner as Cumulative Total Return.

Yield

         Yield is the net annualized  yield based on a specified  30-day (or one
month) period assuming semi-annual compounding of income. Yield is calculated by
dividing the net  investment  income per share  earned  during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:

                         YIELD = 2[((a-b)/cd + 1)^6 - 1]
         Where:
                   a        =       dividends and interest earned during the 
                                    period.
                   b        =       expenses accrued for the period (net of 
                                    reimbursements).
                   c        =       the average  daily  number  of  shares 
                                    outstanding during the period
                                    that were entitled to receive dividends.
                   d        =       the maximum offering price per share on the
                                    last day of the period.

            The      yield  for the     30-day      period  ended  December  31,
   1994 for Short Term Bond Fund     was    7.70    %.

        The yield for the 30-day period ended  December 31, 1994 for Zero Coupon
2000 Fund was 7.07%.    

         Quotations of a Fund's performance are based on historical earnings and
are not intended to indicate future  performance of a Fund. An investor's shares
when redeemed may be worth more or less than their original cost. Performance of
a Fund will vary based on changes in market conditions and the level of a Fund's
expenses. In periods of declining interest rates a Fund's quoted yield will tend
to be somewhat  higher than  prevailing  market rates,  and in periods of rising
interest rates a Fund's quoted yield will tend to be somewhat lower.


                                       36
<PAGE>

Comparison of Fund Performance

         A comparison of the quoted non-standard performance offered for various
investments is valid only if performance is calculated in the same manner. Since
there  are  different  methods  of  calculating  performance,  investors  should
consider the effects of the methods used to calculate performance when comparing
performance of a Fund with  performance  quoted with respect to other investment
companies or types of investments.

         In  connection  with   communicating  its  performance  to  current  or
prospective  shareholders,  a  Fund  also  may  compare  these  figures  to  the
performance of unmanaged  indices which may assume  reinvestment of dividends or
interest  but  generally  do  not  reflect  deductions  for  administrative  and
management  costs.  Examples  include,  but are  not  limited  to the Dow  Jones
Industrial  Average,  the Consumer Price Index,  Standard & Poor's 500 Composite
Stock  Price  Index  (S&P  500),  the NASDAQ  OTC  Composite  Index,  the NASDAQ
Industrials Index, the Russell 2000 Index, and statistics published by the Small
Business Administration.

         From time to time, in advertising and marketing literature,  the Funds'
performances  may be compared to the performance of broad groups of mutual funds
with similar investment goals, as tracked by independent  organizations such as,
Investment  Company  Data,  Inc.  ("ICD"),   Lipper  Analytical  Services,  Inc.
("Lipper"), CDA Investment Technologies,  Inc. ("CDA"), Morningstar, Inc., Value
Line  Mutual  Fund  Survey  and  other  independent  organizations.  When  these
organizations'  tracking  results  are  used,  a Fund  will be  compared  to the
appropriate fund category, that is, by fund objective and portfolio holdings, or
to the  appropriate  volatility  grouping,  where  volatility  is a measure of a
fund's risk.  For instance,  a Scudder  growth fund will be compared to funds in
the growth fund category; a Scudder income fund will be compared to funds in the
income fund  category;  and so on. Scudder funds (except for money market funds)
may also be compared to funds with similar volatility, as measured statistically
by independent organizations.

         From time to time, in marketing and other Fund literature, Trustees and
officers  of the  Funds,  the  Funds'  portfolio  managers,  or  members  of the
portfolio  management  team may be depicted and quoted to give  prospective  and
current  shareholders  a better  sense of the outlook and  approach of those who
manage a Fund.  In  addition,  the amount of assets  that the  Adviser has under
management  in  various  geographical  areas may be quoted  in  advertising  and
marketing materials.

         A Fund may be advertised as an investment  choice in Scudder's  college
planning program. The description may contain  illustrations of projected future
college costs based on assumed  rates of inflation and examples of  hypothetical
fund performance, calculated as described above.

         Statistical and other  information,  as provided by the Social Security
Administration,  may be used in marketing  materials  pertaining  to  retirement
planning  in order to  estimate  future  payouts  of social  security  benefits.
Estimates may be used on demographic and economic data.

         Marketing and other Fund  literature  may include a description  of the
potential  risks  and  rewards  associated  with an  investment  in a Fund.  The
description may include a "risk/return  spectrum" which compares a Fund to other
Scudder funds or broad categories of funds, such as money market, bond or equity
funds, in terms of potential risks and returns.  Money market funds are designed
to maintain a constant  $1.00 share price and have a  fluctuating  yield.  Share
price, yield and total return of a bond fund will fluctuate. The share price and
return of an equity fund also will fluctuate. The description may also compare a
Fund to bank products,  such as  certificates  of deposit.  Unlike mutual funds,
certificates  of deposit are insured up to $100,000 by the U.S.  government  and
offer a fixed rate of return.

         Because bank products  guarantee  the principal  value of an investment
and money  market funds seek  stability  of  principal,  these  investments  are
considered  to be less risky than  investments  in either bond or equity  funds,
which may involve the loss of principal.  However,  all  long-term  investments,
including investments in bank products,  may be subject to inflation risk, which
is the risk of erosion of the value of an investment  as prices  increase over a
long time period.  The  risks/returns  associated  with an investment in bond or
equity funds depend upon many factors. For bond funds these factors include, but
are not limited to, a fund's overall investment objective, the average portfolio


                                       37
<PAGE>
maturity,  credit quality of the securities  held, and interest rate  movements.
For equity funds,  factors include a fund's overall  investment  objective,  the
types of equity securities held and the financial position of the issuers of the
securities.  The  risks/returns  associated with an investment in  international
bond or equity funds also will depend upon currency exchange rate fluctuation.

         A risk/return  spectrum  generally will position the various investment
categories in the following order: bank products, money market funds, bond funds
and equity funds.  Shorter-term  bond funds  generally are considered less risky
and offer the potential for less return than longer-term bond funds. The same is
true of domestic bond funds relative to international bond funds, and bond funds
that purchase  higher  quality  securities  relative to bond funds that purchase
lower  quality  securities.   Growth  and  income  equity  funds  are  generally
considered  to be less risky and offer the potential for less return than growth
funds. In addition, international equity funds usually are considered more risky
than domestic equity funds but generally offer the potential for greater return.

         Risk/return  spectrums  also  may  depict  funds  that  invest  in both
domestic and foreign securities or a combination of bond and equity securities.

         Evaluation  of  Fund  performance     or  other  relevant   statistical
information      made by independent  sources may also be used in advertisements
concerning a Fund,  including  reprints of, or  selections  from,  editorials or
articles about the Funds. Sources for Fund performance  information and articles
about a Fund may include the following:

American Association of Individual  Investors' Journal, a monthly publication of
the AAII that includes articles on investment analysis techniques.

Asian Wall Street  Journal,  a weekly Asian  newspaper  that often  reviews U.S.
mutual funds investing internationally.

Banxquote,  an on-line source of national  averages for leading money market and
bank CD interest  rates,  published  on a weekly  basis by  Masterfund,  Inc. of
Wilmington, Delaware.

Barron's,  a Dow Jones and  Company,  Inc.  business and  financial  weekly that
periodically reviews mutual fund performance data.

Business  Week,  a  national  business  weekly  that  periodically  reports  the
performance rankings and ratings of a variety of mutual funds investing abroad.

CDA Investment  Technologies,  Inc., an organization which provides  performance
and ranking  information  through  examining the dollar results of  hypothetical
mutual fund investments and comparing these results against  appropriate  market
indices.

Consumer  Digest, a monthly  business/financial  magazine that includes a "Money
Watch" section featuring financial news.

Financial Times,  Europe's business newspaper,  which features from time to time
articles on international or country-specific funds.

Financial World, a general  business/financial  magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.

Forbes,  a national  business  publication  that from time to time  reports  the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.

The  Frank  Russell  Company,  a  West-Coast  investment  management  firm  that
periodically  evaluates  international stock markets and compares foreign equity
market performance to U.S. stock market performance.

Global  Investor,   a  European   publication  that  periodically   reviews  the
performance of U.S. mutual funds investing internationally.


                                       38
<PAGE>

IBC/Donoghue's   Money  Fund  Report,  a  weekly  publication  of  the  Donoghue
Organization, Inc., of Holliston, Massachusetts, reporting on the performance of
the nation's  money market  funds,  summarizing  money market fund  activity and
including certain averages as performance benchmarks,  specifically  "Donoghue's
Money Fund Average," and "Donoghue's Government Money Fund Average."

Ibbotson  Associates,  Inc., a company  specializing in investment  research and
data.

Investment  Company  Data,  Inc., an  independent  organization  which  provides
performance ranking information for broad classes of mutual funds.

Investor's  Daily, a daily  newspaper  that features  financial,  economic,  and
business news.

Kiplinger's Personal Finance Magazine, a monthly investment advisory publication
that periodically features the performance of a variety of securities.

Lipper Analytical  Services,  Inc.'s Mutual Fund Performance  Analysis, a weekly
publication of industry-wide mutual fund averages by type of fund.

Money,  a monthly  magazine that from time to time features both specific  funds
and the mutual fund industry as a whole.

Morgan  Stanley  International,  an  integrated  investment  banking  firm  that
compiles statistical information.

Mutual Fund Values,  a biweekly  Morningstar,  Inc.  publication  that  provides
ratings  of  mutual  funds  based  on  fund  performance,   risk  and  portfolio
characteristics.

The New York Times, a nationally  distributed  newspaper which regularly  covers
financial news.

The No-Load Fund Investor,  a monthly  newsletter,  published by Sheldon Jacobs,
that includes mutual fund  performance data and  recommendations  for the mutual
fund investor.

No-Load Fund*X, a monthly newsletter, published by DAL Investment Company, Inc.,
that reports on mutual fund  performance,  rates funds and discusses  investment
strategies for the mutual fund investor.

Personal  Investing  News,  a monthly  news  publication  that often  reports on
investment opportunities and market conditions.

Personal  Investor,  a monthly investment  advisory  publication that includes a
"Mutual Funds Outlook" section  reporting on mutual fund  performance  measures,
yields, indices and portfolio holdings.

Smart Money, a national personal finance magazine published monthly by Dow Jones
and  Company,  Inc.  and The  Hearst  Corporation.  Focus is placed on ideas for
investing, spending and saving.

Success,  a monthly magazine  targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.

United Mutual Fund Selector, a semi-monthly investment newsletter,  published by
Babson United  Investment  Advisors,  that includes mutual fund performance data
and reviews of mutual fund portfolios and investment strategies.

USA Today,    a leading national     daily newspaper.

U.S. News and World Report, a national business weekly that periodically reports
mutual fund performance data.

Wall Street  Journal,  a Dow Jones and Company,  Inc.  newspaper which regularly
covers financial news.


                                       39
<PAGE>

Wiesenberger  Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds,  management policies, salient features,  management results,
income and dividend records and price ranges.

Working  Woman,  a monthly  publication  that  features a  "Financial  Workshop"
section reporting on the mutual fund/financial industry.

Worth, a national  publication  put out 10 times per year by Capital  Publishing
Company,  a  subsidiary  of  Fidelity  Investments.  Focus is placed on personal
financial journalism.

                           ORGANIZATION OF THE FUNDS

                     (See "Fund organization" in the Funds'
                                 prospectuses.)

            Each      Fund is a series of Scudder Funds Trust,  a  Massachusetts
business trust  established under a Declaration of Trust dated July 24, 1981, as
amended. The name of the Trust was changed, effective July 3, 1989, from Scudder
Target Fund to Scudder Funds Trust.     Prior to action taken by the Trustees of
the Trust on March 7, 1990,  Scudder  Zero  Coupon 2000 Fund was named 2000 U.S.
Government Zero Coupon Target  Portfolio.     On December 23, 1987 the par value
of the shares of beneficial  interest of the Trust was changed from no par value
to $.01 par value per share.  The  Trust's  authorized  capital  consists  of an
unlimited number of shares of beneficial  interest of $.01 par value,  issued in
separate      series    .   Each  share  of  each  series  represents  an  equal
proportionate  interest in that  series  with each other  share of that  series.
Shareholders  have one vote for each  share  held on  matters  on which they are
entitled to vote.       

         Effective as of July 3, 1989, two series of the Trust, the General 1990
Portfolio  and U.S.  Government  1990  Portfolio,  sold their  assets to another
series of the Trust,  the General 1994 Portfolio,  in exchange for shares of the
1994 Portfolio,  as approved by  shareholders on June 26, 1989.  Effective as of
the same date, the General 1994 Portfolio changed its name to Scudder Short Term
Bond Fund and changed its investment  objectives  from current  income,  capital
preservation  and  possible  capital  appreciation  to  its  current  investment
objective.

         The assets of the Trust received for the issue or sale of the shares of
each series and all income, earnings, profits and proceeds thereof, subject only
to the  rights of  creditors,  are  specifically  allocated  to such  series and
constitute the underlying  assets of such series.  The underlying assets of each
series are  segregated  on the books of account,  and are to be charged with the
liabilities  in  respect  to such  series  and with such a share of the  general
liabilities of the Trust. If a series were unable to meet its  obligations,  the
assets of all other series may in some  circumstances  be available to creditors
for that purpose, in which case the assets of such other series could be used to
meet liabilities which are not otherwise properly  chargeable to them.  Expenses
with respect to any two or more series are to be allocated in  proportion to the
asset value of the respective series except where allocations of direct expenses
can otherwise be fairly made. The officers of the Trust,  subject to the general
supervision of the Trustees,  have the power to determine which  liabilities are
allocable  to a given  series,  or which are general or allocable to two or more
series.  In the  event of the  dissolution  or  liquidation  of the Trust or any
series,  the  holders of the shares of any series are  entitled  to receive as a
class the  underlying  assets  of such  shares  available  for  distribution  to
shareholders.

         Shares  of the  Trust  entitle  their  holders  to one vote per  share;
however,  separate  votes  are  taken by each  series on  matters  affecting  an
individual series. For example, a change in investment policy for a series would
be  voted  upon  only by  shareholders  of the  series  involved.  Additionally,
approval of the  investment  management  agreement is a matter to be  determined
separately  by each  series.  Approval  by the  shareholders  of one  series  is
effective as to that series  whether or not enough  votes are received  from the
shareholders  of the other  series to  approve  such  agreement  as to the other
series.

         The Trustees have the authority to designate  additional  series and to
designate the relative rights and  preferences as between the different  series.
All shares issued and outstanding will be fully paid and  non-assessable  by the
Trust,  and  redeemable  as  described  in  this     combined      Statement  of
Additional Information and in the Funds' prospectuses.

         The Trustees, in their discretion, may authorize the division of shares
of a Fund (or shares of a series) into different  classes,  permitting shares of
different classes to be distributed by different methods.  Although shareholders


                                       40
<PAGE>
of  different  classes     of a  series      would have an  interest in the same
portfolio  of assets,  shareholders  of  different  classes  may bear  different
expenses in connection with different methods of distribution. The Trustees have
no present  intention  of taking the action  necessary to effect the division of
shares into  separate  classes     (    which  under present  regulations  would
require a Fund first to obtain an  exemptive  order of the  SEC   )    ,  nor of
changing the method of distribution of shares of a Fund.

         The Declaration of Trust provides that obligations of the Trust are not
binding upon the Trustees  individually but only upon the property of the Trust,
that the  Trustees  and  officers  will not be liable for errors of  judgment or
mistakes of fact or law,  and that the Trust will  indemnify  its  Trustees  and
officers against liabilities and expenses incurred in connection with litigation
in which they may be involved  because of their offices with the Trust except if
it is determined in the manner  provided in the  Declaration  of Trust that they
have not acted in good faith in the reasonable belief that their actions were in
the best interests of the Trust.  However,  nothing in the  Declaration of Trust
protects or  indemnifies a Trustee or officer  against any liability to which he
would otherwise be subject by reason of willful  misfeasance,  bad faith,  gross
negligence,  or reckless  disregard of the duties involved in the conduct of his
office.

                               INVESTMENT ADVISER

              (See "Fund organization--Investment adviser" in the
                             Funds' prospectuses.)

         The Trust has investment     management     agreements on behalf of the
Fund   s      (the  "Agreement   s    ")  with the  investment  counsel  firm of
Scudder,  Stevens & Clark, Inc. (sometimes referred to herein as the "Adviser").
This organization is one of the most experienced  investment management firms in
the United States. It was established as a partnership in 1919 and pioneered the
practice of providing  investment  counsel to individual clients on a fee basis.
In 1928, it introduced the first no-load mutual fund to the public. In 1953, the
Adviser introduced Scudder  International  Fund, the first mutual fund available
in the U.S. investing internationally in several foreign countries.

         The  principal  source of the  Adviser's  income is  professional  fees
received from providing  continuous  investment  advice, and the firm derives no
income  from  brokerage  or  underwriting  of  securities.  Today,  it  provides
investment  counsel for many individuals and institutions,  including  insurance
companies,   colleges,  industrial  corporations,   and  financial  and  banking
organizations.  In addition,  it manages  Montgomery  Street Income  Securities,
Inc., Scudder California Tax Free Trust,  Scudder Cash Investment Trust, Scudder
Development Fund, Scudder Equity Trust, Scudder Fund, Inc., Scudder Funds Trust,
Scudder Global Fund, Inc., Scudder GNMA Fund,  Scudder Portfolio Trust,  Scudder
Institutional  Fund, Inc., Scudder  International Fund, Inc., Scudder Investment
Trust,  Scudder Municipal Trust,  Scudder Mutual Funds,  Inc.,  Scudder New Asia
Fund, Inc., Scudder New Europe Fund, Inc., Scudder State Tax Free Trust, Scudder
Tax Free Money Fund,  Scudder Tax Free Trust,  Scudder U.S. Treasury Money Fund,
Scudder Variable Life Investment Fund, Scudder World Income  Opportunities Fund,
Inc., The Argentina Fund,  Inc., The Brazil Fund,  Inc., The First Iberian Fund,
Inc., The Korea Fund,  Inc.,  The Japan Fund,  Inc. and The Latin America Dollar
Income Fund,  Inc.  Some of the  foregoing  companies or trusts have two or more
series.

         The Adviser also provides  investment  advisory  services to the mutual
funds  which  comprise  the  AARP  Investment  Program  from  Scudder.  The AARP
Investment  Program from Scudder has assets    over $11 billion     and includes
the AARP Growth Trust,  AARP Income  Trust,  AARP Tax Free Income Trust and AARP
Cash Investment Funds.

         In  selecting  among the  securities  in which a Fund may  invest,  the
conclusions  and investment  decisions of the Adviser with respect to a Fund are
based  primarily  on the analyses of its own  research  department.  The Adviser
receives   published  reports  and  statistical   compilations  of  the  issuers
themselves,  as well as  analyses  from  brokers  and  dealers  who may  execute
portfolio  transactions for the Adviser's clients.  However, the Adviser regards
this information and material as an adjunct to its own research activities.

         Certain  investments may be appropriate for more than one series of the
Trust and also for other clients  advised by the Adviser.  Investment  decisions
for the  series  and  other  clients  are made  with a view to  achieving  their
respective  investment  objectives  and after  consideration  of such factors as
their current  holdings,  availability  of cash for  investment  and the size of
their investments generally.  Frequently, a particular security may be bought or
sold for only one  series or client or in  different  amounts  and at  different
times  for more  than one but less  than all  series  or  clients.  Likewise,  a
particular  security may be bought for one or more series or clients when one or


                                       41
<PAGE>
more other series or clients are selling the security. In addition, purchases or
sales of the same  security may be made for two or more series or clients on the
same day. In such event,  such  transactions will be allocated among the clients
in a manner believed by the Adviser to be equitable to each. In some cases, this
procedure  could have an adverse effect on the price or amount of the securities
purchased or sold by a Fund. Purchase and sale orders for a Fund may be combined
with those of other  series or other  clients of the Adviser in the  interest of
the most favorable net results to the series.

         The Agreements    for both Funds were last     approved by the Trustees
on September 7,    1994    . The Agreement   s for Short Term Bond Fund and Zero
Coupon  2000  Fund  are      dated  September  7,  1993     and  June  6,  1991,
respectively,      and will continue in effect until  September 30,     1995    
and from year to year thereafter only if its continuance is approved annually by
the vote of a majority of those Trustees who are not parties to such  Agreements
or  interested  persons of the  Adviser  or a Fund,  cast in person at a meeting
called  for the  purpose  of voting on such  approval,  and  either by vote of a
majority of the Trustees or a majority of the outstanding  voting  securities of
the Funds.     Each      Agreement may be terminated at any time without payment
of  penalty by either  party on sixty days  written  notice,  and  automatically
terminates in the event of its assignment.

         Under the  Agreements,  the Adviser  regularly  provides the Funds with
continuing  investment  management  for the Funds  consistent  with each  Fund's
investment  objective,  policies and restrictions and determines what securities
shall be purchased for the Funds,  what securities  shall be held or sold by the
Funds, and what portion of the Funds' assets shall be held  uninvested,  subject
always to the provisions of the Trust's  Declaration  of Trust and By-Laws,  the
1940 Act   ,      the         Code and        the Funds' investment  objectives,
policies and restrictions, and subject further to such policies and instructions
as the Trustees of the Trust may from time to time  establish.  The Adviser also
advises  and  assists  the  officers  of the Trust in taking  such  steps as are
necessary  or  appropriate  to carry out the  decisions  of its Trustees and the
appropriate  committee of the Trustees  regarding the conduct of the business of
the Trust.

         Under the  Agreement   s    ,  the  Adviser  also  renders  significant
administrative  services (not otherwise provided by third parties) necessary for
the Trust's  operations as an open-end  investment  company  including,  but not
limited to,  preparing  reports and notices to the  Trustees  and  shareholders;
supervising,  negotiating contractual  arrangements with, and monitoring various
third-party  service  providers to the Funds (such as the Funds' transfer agent,
pricing agents, custodian, accountants and others); preparing and making filings
with the SEC and other  regulatory  agencies;  assisting in the  preparation and
filing of each Fund's federal, state and local tax returns; preparing and filing
each Fund's  federal  excise tax  returns;  assisting  with  investor and public
relations matters; monitoring the valuation of securities and the calculation of
net  asset  value;  monitoring  the  registration  of  shares  of a  Fund  under
applicable  federal and state  securities  laws;  maintaining a Fund's books and
records to the extent not otherwise  maintained  by a third party;  assisting in
establishing  accounting  policies of a Fund;  assisting  in the  resolution  of
accounting  and legal issues;  establishing  and  monitoring a Fund's  operating
budget;  processing  the  payment of a Fund's  bills;  assisting  a Fund in, and
otherwise  arranging  for,  the  payment  of  distributions  and  dividends  and
otherwise  assisting  a Fund in the  conduct  of its  business,  subject  to the
direction and control of the Trustees.

         The  Adviser  pays the  compensation  and  expenses  (except  those for
attending  Board and Committee  meetings  outside New York,  New York or Boston,
Massachusetts)  of all Trustees,  officers and executive  employees of the Trust
affiliated  with the Adviser and makes  available,  without  expense to    a    
Fund,  the services of the  Adviser's  directors,  officers and employees as may
duly be elected  officers,  subject to their individual  consent to serve and to
any  limitations  imposed by law,  and  provides  the Trust's  office  space and
facilities and provides investment advisory, research and statistical facilities
and all clerical services relating to research, statistical and investment work.

         For these  services     Short Term Bond     Fund pays the Adviser a fee
at an annual  rate of 0.60% of the  first  $500  million  of  average  daily net
assets,  0.50% of the next $500 million of such  assets,  0.45% of the next $500
million of such assets, 0.40% of the next $500 million of such assets, 0.375% of
the next $1  billion  of such  assets  and 0.35% of such  assets in excess of $3
billion.     Zero  Coupon  2000 Fund pays the Adviser a fee at an annual rate of
0.60% of the  average  daily  net  assets.      The fees  are  payable  monthly,
provided  the Funds will make such  interim  payments as may be requested by the
Adviser not to exceed 75% of the amount of the fee then  accrued on the books of
a Fund and unpaid.  Prior to September 7, 1993,    Short Term Bond     Fund paid
a fee equal to 0.45% of the Fund's  average  daily net assets under an Agreement
dated March 17, 1992.

       

         From January 1, 1992 to March 17, 1992,  the Adviser agreed to maintain
management  fees of    Short  Term  Bond     Fund at an amount equal to 0.60% of


                                       42
<PAGE>
the first $500  million of average  daily net  assets,  0.50% of such  assets in
excess of $500 million,  0.45% of such assets in excess of $1 billion,  0.40% of
such assets in excess of $1.5  billion and 0.375% of such assets in excess of $2
billion.

         From March 18, 1992 to September 6, 1993,     Short  Term Bond     Fund
paid the Adviser a fee at the annual rate of 0.60% of the first $500  million of
average daily net assets, 0.50% of such assets in excess of $500 million,  0.45%
of such assets in excess of $1  billion,  0.40% of such assets in excess of $1.5
billion and 0.375% of such assets in excess of $2 billion.

         From  September 7, 1993 to December 31, 1993,     Short  Term  Bond    
Fund paid the Adviser a fee at an annual rate of 0.60% of the first $500 million
of average  daily net  assets,  0.50% of the next $500  million of such  assets,
0.45% of the next $500 million of such assets, 0.40% of the next $500 million of
such  assets,  0.375% of the next $1  billion  of such  assets and 0.35% of such
assets in excess of $3 billion.

   
         For the year ended  December  31,  1992,  the  Adviser did not impose a
portion of its  management  fee  amounting to $657,270  and the portion  imposed
amounted to  $12,021,294,  of which  $1,092,023 was unpaid at December 31, 1992.
For the year ended  December 31, 1993,  the Adviser  imposed its  management fee
which amounted to  $13,596,092,  of which  $1,190,026 was unpaid at December 31,
1993. For  the year  ended  December  31,  1994,  the  Adviser  imposed  its
management fee for Short Term Bond Fund which amounted to $12,415,709.

         For the year ended  December 31, 1992 the Adviser did not impose all or
a portion of its fees  amounting  to $80,665 for Zero  Coupon  2000 Fund,  which
amounted to $.04 per share for the Fund.  The amount imposed was $92,486 for the
Fund.  The Adviser  agreed to waive all or a portion of its management fee until
April 30, 1994, and to take other action, to the extent  necessary,  to maintain
the  annualized  expenses  of the Fund at not more than 1% of average  daily net
assets.

         For the year ended December 31, 1993, the Adviser did not impose all or
a portion of its fees  amounting  to $90,982 for Zero  Coupon  2000 Fund,  which
amounted to $.04 per share for the Fund. The amount imposed was $108,121 for the
Fund.  The Adviser  agreed to waive all or a portion of its management fee until
April 30, 1995, and to take other action, to the extent  necessary,  to maintain
the  annualized  expenses  of the Fund at not more than 1% of average  daily net
assets.

         For the year ended December 31, 1994, the Adviser did not impose all or
a portion of its fees  amounting  to $117,316  for Zero Coupon 2000 Fund,  which
amounted to $.05 per share for the Fund. The amount imposed was $150,769 for the
Fund. The Adviser has voluntarily  agreed to waive  management fees or reimburse
the Fund to the extent  necessary so that the total  annualized  expenses of the
Fund do not exceed ___% of the average  daily net assets  until ___. The Adviser
retains  the  ability  to be  repaid  by the Fund if  expenses  fall  below  the
specified  limit prior to the end of the fiscal year.  These expense  limitation
arrangements can decrease the Fund's expenses and improve its performance.
     

         The yield on shares of a Fund will be  increased to the extent that the
Adviser  maintains  a Fund's  expenses,  and  thereafter  will be reduced to the
extent that full payment by a Fund of the fee and expenses is instituted.

         Under the Agreement   s    , the Funds are responsible for all of their
other  expenses,  including  fees  and  expenses  incurred  in  connection  with
membership in investment company organizations;  brokerage commissions;  payment
for portfolio  pricing  services to a pricing agent, if any; legal,  auditing or
accounting  expenses;  taxes or governmental  fees; the fees and expenses of the
Transfer Agent; and any other expenses,  including  clerical expense,  of issue,
redemption or repurchase of shares;  the expenses of and fees for registering or
qualifying securities for sale; the fees and expenses of the Trustees,  officers
and employees of    the  Trust     who are not affiliated with the Adviser;  the
cost of printing and distributing  reports and notices to shareholders;  and the
fee or  disbursements  of  custodians.  A Fund may arrange to have third parties
assume all or part of the expenses of sale,  underwriting  and  distribution  of
shares  of a Fund.  A Fund is also  responsible  for its  expenses  incurred  in
connection with  litigation,  proceedings and claims and the legal obligation it
may have to indemnify officers and Trustees of the Trust with respect thereto.

         The Agreements  require the Adviser to maintain the Funds'  expenses up
to, but not exceeding, the advisory fee for annual expenses of a Fund (including
the advisory fee stated  above) which exceed the  limitations  prescribed by any
state in which a Fund's shares are offered for sale. Management has been advised


                                       43
<PAGE>
that, while most states have eliminated expense limitations,  the lowest of such
limitations is currently 2 1/2% of average net assets up to  $30,000,000,  2% of
the next  $70,000,000 of such net assets and 1 1/2% of such net assets in excess
of  that  amount.  Certain  expenses  such  as  brokerage  commissions,   taxes,
extraordinary  expenses and interest are excluded from the  calculation  of such
limitations,  and other  expenses  may be excluded  from time to time.  Any such
maintenance will be made as promptly as practicable  after the end of the Funds'
fiscal  year.  However,  no fee payment  will be made to the Adviser  during any
fiscal year which will cause year-to-date  expenses to exceed the cumulative pro
rata expense limitation at the time of such payment.

         The  expense  ratio,  the ratio of  operating  expenses  to average net
assets,  for    Short  Term  Bond     Fund was     0.75    %,     0.68    %  and
   0.73    %  for the years ended  December  31,  199   2    ,  199   3      and
199   4    , respectively.

   
         The  expense  ratio,  the ratio of  operating  expenses  to average net
assets, for Zero Coupon 2000 Fund was 1.00% for each of the years ended December
31, 1992, December 31, 1993 and December 31, 1994.
    

         The  Agreement   s      provide  that     a      Fund  may use any name
derived  from  the  name  "Scudder,  Stevens  &  Clark"  only  as  long  as  the
Agreement   s     remains in effect.

         In reviewing the terms of the Agreement   s     and in discussions with
the Adviser concerning the  Agreement   s    ,  Trustees who are not "interested
persons" of the Trust or the Adviser are  represented by independent  counsel at
the Fund   s'     expense.

         The Agreement   s      provide that the Adviser shall not be liable for
any error of  judgment  or mistake of law or for any loss  suffered by a Fund in
connection with matters to which the Agreements relate,  except a loss resulting
from  willful  misfeasance,  bad  faith or gross  negligence  on the part of the
Adviser in the  performance  of its  duties or from  reckless  disregard  by the
Adviser of its obligations and duties under the Agreements.

         Officers  and  employees  of the  Adviser  from  time to time  may have
transactions     with    various    banks,     including    the    Fund   s'    
   C    ustodian       .  It  is  the  Adviser's  opinion  that  the  terms  and
conditions of those  transactions  were not  influenced by existing or potential
custodial or other    Fund     relationships.

         None of the  Trustees or officers of the Trust may have  dealings  with
the  Trust as  principals  in the  purchase  or sale of  securities,  except  as
individual subscribers to or holders of shares of the Trust.

   
Personal Investments by Employees of the Adviser

         Employees  of the Adviser are  permitted  to make  personal  securities
transactions,  subject  to  requirements  and  restrictions  set  forth  in  the
Adviser's  Code  of  Ethics.   The  Code  of  Ethics  contains   provisions  and
requirements  designed to identify  and address  certain  conflicts  of interest
between personal investment  activities and the interests of investment advisory
clients  such as the  Funds.  Among  other  things,  the Code of  Ethics,  which
generally  complies  with  standards   recommended  by  the  Investment  Company
Institute's  Advisory Group on Personal  Investing,  prohibits  certain types of
transactions  absent prior approval,  imposes time periods during which personal
transactions may not be made in certain securities,  and requires the submission
of  duplicate  broker   confirmations   and  monthly   reporting  of  securities
transactions.  Additional  restrictions  apply to portfolio  managers,  traders,
research  analysts  and others  involved  in the  investment  advisory  process.
Exceptions to these and other provisions of the Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
    


                                       44
<PAGE>
<TABLE>
<CAPTION>

                                                 TRUSTEES AND OFFICERS

                        (See "Trustees and Officers" in the Fund   s'     prospectus   es.    )

                                                                                               
<C>                                   <C>                   <C>                                <C>
                                                                                               Position with
                                                                                               Underwriter,
Name                                  Position              Principal                          Scudder Investor
and Address                           with Trust            Occupation**                       Services, Inc.
- -----------                           ----------            ------------                       ----------------

     
Daniel Pierce*   #+                   President and         Chairman of the Board and          Vice President,
                                      Trustee               Managing Director of Scudder,      Director and Assistant
                                                            Stevens & Clark, Inc.              Treasurer

Lynn S. Birdsong++                    Trustee               Managing Director of Scudder,                 --
                                                            Stevens & Clark, Inc.

Thomas J. Devine                      Trustee               Consultant                                    --
641 Lexington Avenue
New York, NY  10022


Peter B. Freeman                      Trustee               Corporate Director and Trustee                --
100 Alumni Avenue
Providence, RI  02906


       

Wilson Nolen                          Trustee               Consultant                                    --
1120 Fifth Avenue
New York, NY  10128

Juris Padegs*   #++                   Trustee               Managing Director of Scudder,      Vice President and
                                                            Stevens & Clark, Inc.              Director

Jerard K. Hartman++                   Vice President        Managing Director of Scudder,                 --
                                                            Stevens & Clark, Inc.

Thomas W. Joseph+                     Vice President        Principal of Scudder, Stevens &    Vice President,
                                                            Clark, Inc.                        Director, Treasurer &
                                                                                               Assistant Clerk

David S. Lee+                         Vice President        Managing Director of Scudder,      President, Assistant
                                                            Stevens & Clark, Inc.              Treasurer and Director

Thomas F. McDonough+                  Vice President,       Principal of Scudder, Stevens &    Clerk
                                      Secretary and         Clark, Inc.
                                      Assistant Treasurer

Pamela A. McGrath+                    Vice President and    Principal of Scudder, Stevens &               --
                                      Treasurer             Clark, Inc.

Edward J. O'Connell++                 Vice President and    Principal of Scudder, Stevens &      Assistant Treasurer
                                      Assistant Treasurer   Clark, Inc.

Thomas M. Poor+                       Vice President        Managing Director of Scudder,                 --
                                                            Stevens & Clark, Inc.

</TABLE>


                                       45
<PAGE>
<TABLE>
<CAPTION>
                                                                                               
<C>                                   <C>                   <C>                                <C>   
                                                                                               Position with
                                                                                               Underwriter,
Name                                  Position              Principal                          Scudder Investor
and Address                           with Trust            Occupation**                       Services, Inc.
- -----------                           ----------            ------------                       ----------------

Robert E. Pruyne+                     Vice President        Managing Director of Scudder,      Assistant Treasurer
                                                            Stevens & Clark, Inc.

Kathryn L. Quirk++                    Vice President and    Managing Director of Scudder,      Vice President
                                      Assistant Secretary   Stevens & Clark, Inc.

Coleen Downs Dinneen   +              Assistant Secretary   Vice President of Scudder,            Assistant Clerk    
                                                            Stevens & Clark, Inc.
</TABLE>

*        Messrs. Padegs and Pierce are considered by the Trust and its counsel 
         to be Trustees who are "interested
         persons" of the Adviser or of the Trust, within the meaning of the 1940
         Act.
**       Unless otherwise stated, all Officers and Trustees have been associated
         with  their  respective  company  for  more  than  five  years  but not
         necessarily in the same capacity.
#        Messrs. Padegs and Pierce are members of the Executive Committee, which
         may exercise all of the powers of
         the Trustees when the Trustees are not in session.
+        Address:  Two International Place, Boston, Massachusetts 02110
++       Address:  345 Park Avenue, New York, New York  10154

         As of    April 1, 1995    ,  all Trustees and officers of    Short Term
Bond      Fund as a group  owned  beneficially  (as that term is  defined  under
Section  13(d)  of  the  Securities  Exchange  Act of  1934)           %  of the
outstanding shares of the    Fund    .

   
         As of April 1, 1995, all Trustees and officers of Zero Coupon 2000 Fund
as a group owned  beneficially  (as that term is defined  under Section 13(d) of
the Securities Exchange Act of 1934) % of the outstanding shares.
    

         Certain accounts for which the Adviser acts as investment adviser owned
         shares of    Short  Term  Bond      Fund in the  aggregate  or % of the
outstanding shares on    April 1, 1995    .  The Adviser may be deemed to be the
beneficial owner of such shares,  but disclaims any beneficial  interest in such
shares.

   
         As of April 1, 1995, the following  owned 5% or more of the outstanding
shares of Zero Coupon 2000 Fund:

Shareholder                Number of Shares                      Percentage


    

         To the best of    each     Fund's knowledge, as of    April 1, 1995    
no person owned  beneficially more than 5% of    Short Term Bond Fund's and Zero
Coupon 2000 Fund's outstanding shares except as stated above.    

         The Trustees and officers of the Trust also serve in similar capacities
with other Scudder funds.

                                  REMUNERATION

         Several of the  officers  and  Trustees of the Trust may be officers or
employees of the Adviser, the Distributor,  Scudder Service  Corporation   ,    
Scudder Trust Company    or Scudder Fund  Accounting  Corporation      from whom
they receive compensation as a result of which they may be deemed to participate
in the fees paid by a Fund. The Trust pays no direct remuneration to any officer
of the Trust.  However,  each of the Trust's Trustees who is not affiliated with
the  Adviser  will be paid by the  Trust.  Each of these  unaffiliated  Trustees
receives  an  annual  Trustee's  fee of  $4,000  plus  $400 for  attending  each
Trustees'  meeting,  audit committee  meeting or meeting held for the purpose of
considering  arrangements  between  the  Trust  and  the  Adviser  or any of its
affiliates.         Each  unaffiliated  Trustee also receives $150 per committee
meeting  attended other than those set forth above.  For the year ended December
31,    1994    ,  such fees aggregated $   13,974     for    Short Term Bond    
Fund    and $13,432 for Zero Coupon 2000 Fund.    


                                       46
<PAGE>

   
The following Compensation Table provides, in tabular form, the following data:

Column (1): all Trustees who receive  compensation  from the Trust.  Column (2):
aggregate  compensation  received by a Trustee from all the series of the Trust.
Columns (3) and (4): pension or retirement  benefits accrued or proposed be paid
by the Trust.  Scudder  Funds  Trust does not pay its  Trustees  such  benefits.
Column  (5):  total  compensation  received  by a Trustee  from the Trust,  plus
compensation  received  from all  funds  for  which a  Trustee  serves in a fund
complex.  The  total  number  of  funds  from  which  a  Trustee  receives  such
compensation  is also provided.

                               Compensation Table
                      for the year ended December 31, 1994
<TABLE>
<CAPTION>

        (1)                        (2)                      (3)                 (4)                      (5)

                                                         Pension or                             Total Compensation From
                                                         Retirement         Estimated Annual    Scudder Funds Trust and
  Name of Person,      Aggregate Compensation from    Benefits Accrued       Benefits Upon        Fund Complex Paid to
      Position            Scudder Funds Trust*         As Part of Fund         Retirement               Trustee
                                                          Expenses

<S>                                <C>                      <C>                    <C>                 <C>        
Thomas J. Devine,                  $8,200                   N/A                    N/A                 $115,656.00
Trustee                                                                                                (16 funds)

Peter B. Freeman,                  $7,800                   N/A                    N/A                 $141,843.83
Trustee                                                                                                (31 funds)

Wilson Nolen,                      $8,200                   N/A                    N/A                 $132,023.43
Trustee                                                                                                (15 funds)

*     Scudder Funds Trust consists of two Funds, Scudder Short Term Bond Fund and Scudder Zero Coupon 2000 Fund.
    

</TABLE>
                                  DISTRIBUTOR

         The Trust has an underwriting agreement with Scudder Investor Services,
Inc., a Massachusetts  corporation,  which is wholly owned by Scudder  Financial
Services,  Inc., a Delaware  corporation,  all of whose  securities are owned by
owners  of all of  the  securities  of the  Adviser.  The  Trust's  underwriting
agreement  dated July 15, 1985    was last approved by the Trustees on September
7, 1994 and     will remain in effect until  September 30,     1995     and from
year to year  thereafter  only if its  continuance  is  approved  annually  by a
majority of the  Trustees who are not parties to such  agreement  or  interested
persons of any such party and either by vote of a majority of the  Trustees or a
majority of the outstanding voting securities of the Trust.       

         Under the principal  underwriting  agreement,  the Trust is responsible
for: the payment of all fees and expenses in connection with the preparation and
filing  with  the  SEC of its  registration  statement  and  prospectus  and any
amendments and supplements thereto; the registration and qualification of shares
for sale in the various states,  including  registering the Trust as a broker or
dealer in the various  states as required;  the fees and expenses of  preparing,
printing  and  mailing   prospectuses   (see  below  for  expenses  relating  to
prospectuses paid by the  Distributor),  notices,  proxy statements,  reports or
other communications  (including  newsletters) to shareholders of the Trust; the
cost of  printing  and  mailing  confirmations  of  purchases  of shares and the
prospectuses  accompanying  such  confirmations;  any issue taxes or any initial
transfer  taxes;  a portion  of  shareholder  toll-free  telephone  charges  and
expenses  of  service  representatives;  the  cost of  wiring  funds  for  share
purchases  and  redemptions  (unless paid by the  shareholder  who initiates the
transaction);  the cost of printing and postage of business reply envelopes; and
a  portion  of the cost of  computer  terminals  used by both the  Trust and the
Distributor.

         The Distributor will pay for printing and distributing  prospectuses or
reports  prepared for its use in  connection  with the offering of the shares to
the  public  and  preparing,  printing  and  mailing  any  other  literature  or


                                       47
<PAGE>
advertising  in  connection  with the  offering  of  shares  of the Trust to the
public.  The  Distributor  will pay all fees and expenses in connection with its
qualification  and  registration  as a broker or dealer under  federal and state
laws,  a portion of the cost of  toll-free  telephone  service  and  expenses of
service representatives, a portion of the cost of computer terminals, and of any
activity  which is primarily  intended to result in the sale of shares issued by
the Trust.

         Note:    Although  the  Funds do not  currently  have a 12b-1  Plan and
                  shareholder  approval would be required in order to adopt one,
                  the underwriting  agreement  provides that the Funds will also
                  pay those fees and expenses permitted to be paid or assumed by
                  the Funds  pursuant  to a 12b-1 Plan,  if any,  adopted by the
                  Trust,  notwithstanding any other provision to the contrary in
                  the underwriting agreement and the Trust or a third party will
                  pay those fees and expenses not specifically  allocated to the
                  Distributor in the underwriting agreement.

         As agent   ,     the Distributor  currently offers the Funds' shares on
a  continuous  basis to  investors  in all states.  The  underwriting  agreement
provides that the Distributor accepts orders for shares at net asset value as no
sales  commission or load is charged the investor.  The  Distributor has made no
firm commitment to acquire shares of a Fund.

                                     TAXES

         (See "Distribution and performance information--Dividends and
         capital gains distributions" and "Transaction information--Tax
      information, Tax identification number" in the Funds' prospectuses.)

         Each Fund has elected to be treated as a regulated  investment  company
under  Subchapter  M of  the         Code       .  Such  qualification  does not
involve  governmental  supervision  or  management  of  investment  practices or
policy.

   
         Each  series  of a  series  fund is  treated  as a  separate  taxpayer.
Accordingly,  each Fund is treated as a separate  taxpayer.  Each Fund therefore
intends to qualify as a separate regulated investment company under Subchapter M
of the Code.     

         A regulated  investment  company  qualifying  under Subchapter M of the
Code is required to  distribute to its  shareholders  at least 90 percent of its
investment  company taxable income  (including net short-term  capital gain) and
generally is not subject to federal income tax to the extent that it distributes
annually its investment company taxable income and net realized capital gains in
the manner required under the Code.

         Each  Fund is  subject  to a 4%  nondeductible  excise  tax on  amounts
required  to be but not  distributed  under a  prescribed  formula.  The formula
requires a Fund to distribute to  shareholders  during a calendar year an amount
equal to at least 98% of a Fund's  ordinary  income for the  calendar  year,  at
least 98% of the excess of its capital gains over capital  losses  (adjusted for
certain  ordinary  losses   )      realized  during the one-year  period  ending
October 31 during such year, and all ordinary income and capital gains for prior
years that were not previously  distributed.  Investment  companies with taxable
years ending on November 30 or December 31 may make an  irrevocable  election to
measure the required capital gain distribution  using their actual taxable year,
and each Fund will consider making such an election.

         Investment   company  taxable  income  includes   dividends,   interest
(including  original issue discount) and net short-term  capital gains in excess
of net long-term capital losses, less expenses.  Net realized capital gains of a
Fund for a fiscal  year are  computed by taking  into  account any capital  loss
carryforward of a Fund.

         If any net realized  long-term  capital gains in excess of net realized
short-term  capital  losses are retained by a Fund for  reinvestment,  requiring
federal  income taxes to be paid thereon by such Fund, the Fund intends to elect
to treat such capital gains as having been  distributed  to  shareholders.  As a
result,  each  shareholder  will report such capital gains as long-term  capital
gains,  will be able to claim his/her share of federal  income taxes paid by the
Fund on such gains as a credit against his/her own federal income tax liability,
and will be entitled to increase the adjusted tax basis of his/her shares by the
difference  between his/her pro rata share of such gains and his/her tax credit.
If a Fund makes such an election, it may not be treated as having met the excise
tax distribution requirement.

         Distributions  of  investment  company  taxable  income are  taxable to
shareholders as ordinary income.


                                       48
<PAGE>

         Since no portion of a Fund's  income is  expected  to be  comprised  of
dividends from domestic corporations, none of the income distributions of a Fund
are  expected  to be  eligible  for the  deduction  for  dividends  received  by
corporations,  except when a Fund invests in certain high yield,  original issue
discount obligations, discussed below.

         Distributions  of the  excess of net  long-term  capital  gain over net
short-term  capital loss are taxable to shareholders as long-term  capital gain,
regardless  of the  length  of time the  shares of a Fund have been held by such
shareholders.  Such  distributions  are not eligible for the  dividends-received
deduction.  Any loss realized upon the  redemption of shares held at the time of
redemption for six months or less will be treated as a long-term capital loss to
the extent of any amounts  treated as  distributions  of long-term  capital gain
during such six-month period.

         Distributions  of investment  company  taxable  income and net realized
capital gains will be taxable as described above,  whether received in shares or
in  cash.  Shareholders  electing  to  receive  distributions  in  the  form  of
additional shares will have a cost basis for federal income tax purposes in each
share  so  received  equal  to the net  asset  value of a share of a Fund on the
reinvestment date.

         If a Fund holds zero coupon  securities or other  securities  which are
issued at discount,  a portion of the difference between the issue price and the
face amount of such securities  ("original  issue  discount") will be treated as
income if a Fund  holds  securities  with  original  issue  discount  each year,
although no current  payments  will be  received by a Fund with  respect to such
income.  This original  issue  discount will comprise a part of that  investment
company  taxable income of a Fund which must be distributed to  shareholders  in
order to maintain its  qualification  as a regulated  investment  company and to
avoid federal  income tax at the level of the Fund.  Taxable  shareholders  of a
Fund will be subject to income tax on such original issue  discount,  whether or
not they elect to receive their  distributions in cash. In the event that a Fund
acquires a debt instrument at a market  discount,  it is possible that a portion
of any gain  recognized on the  disposition of such instrument may be treated as
ordinary income.

         If    Short Term  Bond     Fund invests in certain high yield  original
issue discount  obligations  issued by  corporations,  a portion of the original
issue discount accruing on the obligations may be eligible for the deduction for
dividends  received by  corporations.  In such event,  dividends  of  investment
company taxable income received from the Fund by its corporate shareholders,  to
the extent attributable to such portion of accrued original issue discount,  may
be eligible for this  deduction for  dividends  received by  corporations  if so
designated by the Fund in a written notice to shareholders.

   
         Since  Zero  Coupon  2000  Fund   invests   primarily  in  zero  coupon
securities,  upon which it will  receive no cash  payments of  interest,  to the
extent  shareholders of the Fund elect to take their  distributions in cash, the
Fund may have to generate the  required  cash from  interest  earned on non-zero
coupon securities, from the disposition of such securities, or possibly from the
disposition of some of the zero coupon securities.     

         All distributions of investment company taxable income and net realized
capital gain,  whether  received in shares or in cash,  must be reported by each
shareholder  on his or her  federal  income tax  return.  Dividends  declared in
October, November or December with a record date in such a month and paid during
the following  January will be treated by  shareholders  for federal  income tax
purposes  as  if  received  on  December  31  of  the  calendar  year  declared.
Redemptions of shares,  including  exchanges for shares of another Scudder Fund,
may result in tax  consequences  (gain or loss) to the  shareholder and are also
subject to these reporting requirements.

         An individual  may make a deductible IRA  contribution  of up to $2,000
or, if less, the amount of the individual's  earned income, for any taxable year
only if (i) neither the individual nor his or her spouse (unless filing separate
returns) is an active participant in an employer's  retirement plan, or (ii) the
individual  (and his or her spouse,  if applicable) has an adjusted gross income
below a certain level  ($40,   050      for married  individuals  filing a joint
return,  with a phase-out of the  deduction  for adjusted  gross income  between
$40,   050      and  $50,000;  $25,   050      for a single  individual,  with a
phase-out  for  adjusted  gross  income  between  $25,   050      and  $35,000).
However, an individual not permitted to make a deductible contribution to an IRA
for any such taxable year may nonetheless make nondeductible contributions up to
$2,000  to an IRA  (up to  $2,250  to  IRAs  for an  individual  and  his or her
nonearning  spouse) for that year.  There are special rules for  determining how
withdrawals are to be taxed if an IRA contains both deductible and nondeductible
amounts. In general, a proportionate amount of each withdrawal will be deemed to
be made  from  nondeductible  contributions;  amounts  treated  as a  return  of
nondeductible  contributions will not be taxable. Also, annual contributions may


                                       49
<PAGE>

be made to a spousal IRA even if the spouse has  earnings in a given year if the
spouse  elects  to be  treated  as  having  no  earnings  (for IRA  contribution
purposes) for the year.

         Distributions by a Fund result in a reduction in the net asset value of
a Fund's  shares.  Should a  distribution  reduce  the net asset  value  below a
shareholder's cost basis, such distribution would nevertheless be taxable to the
shareholder as ordinary income or capital gain as described above,  even though,
from an investment standpoint, it may constitute a partial return of capital. In
particular, investors should consider the tax implications of buying shares just
prior to a distribution. The price of shares purchased at that time includes the
amount  of the  forthcoming  distribution.  Those  purchasing  just  prior  to a
distribution   will  then   receive  a  partial   return  of  capital  upon  the
distribution, which will nevertheless be taxable to them.

         Over-the-counter  options on debt  securities  written or  purchased by
   Short  Term  Bond      Fund will be subject to tax under  Section 1234 of the
Code. In general, no loss is recognized by the Fund upon payment of a premium in
connection with the purchase of a put or call option.  The character of any gain
or loss recognized (i.e.,  long-term or short-term) will generally depend in the
case of a lapse or sale of the  option  on the  Fund's  holding  period  for the
option and in the case of an  exercise  of a put  option on the  Fund's  holding
period for the underlying security.  The purchase of a put option may constitute
a short sale for  federal  income tax  purposes,  causing an  adjustment  in the
holding period of the underlying security or a substantially  identical security
of the Fund. If the Fund writes a put or call option, no gain is recognized upon
its receipt of a premium.  If the option  lapses or is closed  out,  any gain or
loss is treated as a short-term  capital gain or loss. If a call option  written
by the Fund is  exercised,  the  character  of the gain or loss  depends  on the
holding period of the underlying security.  The exercise of a put option written
by the Fund is not a taxable transaction for the Fund.

         Many  futures  and forward  contracts  entered  into by     Short  Term
Bond     Fund and all listed nonequity  options written or purchased by the Fund
(including options on debt securities, options on futures contracts, and options
on securities  indices)  will be governed by Section 1256 of the Code.  Absent a
tax election to the contrary,  gain or loss attributable to the lapse,  exercise
or closing out of any such position  generally  will be treated as 60% long-term
and 40%  short-term  capital  gain or loss,  and on the last  trading day of the
Fund's fiscal year (and  generally,  on October 31 for purposes of the 4% excise
tax), all  outstanding  Section 1256 positions  will be  marked-to-market  (i.e.
treated as if such  positions  were  closed out at their  closing  price on such
day),  with any  resulting  gain or loss  recognized  as 60%  long-term  and 40%
short-term capital gain or loss. Under Section 988 of the Code, discussed below,
foreign currency gain or loss from foreign  currency-related  forward contracts,
certain futures contracts and options and similar financial  instruments entered
into or acquired by the Fund will be treated as ordinary  income or loss.  Under
certain  circumstances,  entry into a futures  contract  to sell a security  may
constitute a short sale for federal  income tax purposes,  causing an adjustment
in the holding period of the underlying  security or a  substantially  identical
security owned by the Fund.

         Subchapter  M    of the Code      requires  that each Fund realize less
than 30% of its annual gross income from the sale or other disposition of stock,
securities and certain options, futures and forward contracts held for less than
three months. Certain options, futures and forward transactions of    Short Term
Bond      Fund may  increase  the amount of gains  realized by the Fund that are
subject to the 30% limitation. Accordingly, the amount of such transactions that
the Fund may undertake may be limited.

         Positions of    Short  Term Bond     Fund which consist of at least one
position  not  governed  by  Section  1256 and at least one  futures  or forward
contract  or  option  on a futures  contract  governed  by  Section  1256  which
substantially  diminishes  the  Fund's  risk of loss with  respect to such other
position will be treated as a "mixed  straddle."  Although  mixed  straddles are
subject to the  straddle  rules of Section  1092 of the Code,  the  operation of
which may cause  deferral  of  losses,  adjustments  in the  holding  periods of
securities,  and conversion of short-term  capital losses into long-term capital
losses,  certain tax  elections  exist for them which  reduce or  eliminate  the
operation of these rules.  The Fund will monitor its transactions in options and
futures and may make certain tax elections in connection with these investments.

         Under  the  Code,  gains or  losses  attributable  to  fluctuations  in
exchange  rates which occur between the time    Short Term Bond     Fund accrues
interest  or  other   receivables  or  accrues  expenses  or  other  liabilities
denominated in a foreign  currency and the time the Fund actually  collects such


                                       50
<PAGE>

receivables or pays such liabilities generally are treated as ordinary income or
ordinary loss.  Similarly,  on disposition of debt  securities  denominated in a
foreign  currency  and on  disposition  of certain  futures  contracts,  forward
contracts and options, gains or losses attributable to fluctuations in the value
of foreign  currency between the date of acquisition of the security or contract
and the date of  disposition  are also treated as ordinary  gain or loss.  These
gains or losses,  referred to under the Code as  "Section  988" gains or losses,
may increase or decrease  the amount of the Fund's  investment  company  taxable
income to be distributed to its shareholders as ordinary income.

         Each Fund will be  required to report to the IRS all  distributions  of
taxable  income and capital gains as well as gross  proceeds from the redemption
or exchange of its shares,  except in the case of certain  exempt  shareholders.
Under  the  backup   withholding   provisions  of  Section  3406  of  the  Code,
distributions  of  taxable  income  and  capital  gains  and  proceeds  from the
redemption  or exchange of the shares of a regulated  investment  company may be
subject to  withholding  of federal income tax at the rate of 31% in the case of
non-exempt  shareholders  who fail to furnish the investment  company with their
taxpayer identification numbers and with required certifications regarding their
status under the federal income tax law.  Withholding  may also be required if a
Fund is notified by the IRS or a broker that the taxpayer  identification number
furnished by the shareholder is incorrect or that the shareholder has previously
failed to report interest or dividend income. If the withholding  provisions are
applicable,  any  such  distributions  and  proceeds,  whether  taken in cash or
reinvested in additional  shares,  will be reduced by the amounts required to be
withheld.  In  addition,  the IRS  imposes a penalty  of $50.00  per  failure on
shareholders who fail to furnish their tax identification numbers to a Fund.

         Shareholders  of a Fund may be  subject  to state  and  local  taxes on
distributions received from a Fund and on redemptions of their shares. Under the
laws of certain states,  distributions of investment  company taxable income are
taxable  to   shareholders   as  dividends,   even  though  a  portion  of  such
distributions may be derived from interest on U.S. Government obligations which,
if received  directly by such  shareholders,  would be exempt from state  income
tax.

         Each distribution is accompanied by a brief explanation of the form and
character of the distribution. In January of each year, each Fund issues to each
shareholder a statement of the federal income tax status of all distributions.

         Dividend and interest  income  received by    Short  Term Bond     Fund
from sources  outside the United States may be subject to withholding  and other
taxes imposed by such foreign  jurisdictions.  Tax  conventions  between certain
countries and the U.S. may reduce or eliminate these foreign taxes, however, and
foreign  countries  generally do not impose taxes on capital gains in respect of
investments by foreign investors.

         The Trust is organized as a Massachusetts business trust, and a Fund is
not liable for any income or franchise tax in the Commonwealth of Massachusetts,
provided that a Fund continues to be treated as a regulated  investment  company
under Subchapter M of the Code.

         The foregoing  discussion of U.S. federal income tax law relates solely
to the  application  of that  law to  U.S.  persons,  i.e.,  U.S.  citizens  and
residents  and  U.S.  corporations,   partnerships,  trusts  and  estates.  Each
shareholder  who is not a U.S.  person should  consider the U.S. and foreign tax
consequences of ownership of shares of a Fund,  including the  possibility  that
such a shareholder may be subject to a U.S. withholding tax at a rate of 30% (or
at a lower rate under an applicable  income tax treaty) on amounts  constituting
ordinary income received by him or her, where such amounts are treated as income
from U.S. sources under the Code.

         Shareholders should consult their tax advisers about the application of
the provisions of tax law in light of their particular tax situations.

                             PORTFOLIO TRANSACTIONS

Brokerage    Commissions    

         To the maximum extent feasible, the Adviser places orders for portfolio
transactions for a Fund through the Distributor,  which in turn places orders on
behalf of a Fund with other  brokers and dealers.  The  Distributor  receives no
commissions,  fees  or  other  remuneration  for  this  service.  Allocation  of
brokerage is supervised by the Adviser.


                                       51
<PAGE>

         A Fund's  purchases  and sales of portfolio  securities  are  generally
placed by the Adviser with primary  market makers for these  securities on a net
basis,  without any  brokerage  commission  being paid by a Fund.  Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers  reflect the spread  between the bid and ask prices.  Purchases of
underwritten  issues may be made which will include an underwriting  fee paid to
the underwriter. Portfolio transactions in debt securities may also be placed on
an agency basis, with a commission being charged.

         The primary objective of the Adviser in placing orders for the purchase
and sale of  securities  for a Fund is to obtain the most  favorable net results
taking into account such factors as price, commission (negotiable in the case of
national securities exchange transactions), if any, size of order, difficulty of
execution and skill required of the executing  broker/dealer.  The Adviser seeks
to evaluate the overall  reasonableness  of brokerage  commissions  paid (to the
extent  applicable)  through the familiarity of the Distributor with commissions
charged on comparable transactions,  as well as by comparing commissions paid by
the Fund to  reported  commissions  paid by  others.  The  Adviser  reviews on a
routine basis commission  rates,  execution and settlement  services  performed,
making  internal  and  external  comparisons.     For Zero Coupon 2000 Fund,  no
commissions were paid in any of the last three fiscal years.    

         When it can be done  consistently with the policy of obtaining the most
favorable net results,  it is the  Adviser's  practice to place such orders with
brokers and dealers who supply  market  quotations to the custodian of the Trust
for  appraisal  purposes;  who pay,  directly  or  indirectly,  a portion of the
Trust's  expenses,  such as  custodian  or transfer  agent  fees;  or who supply
research,  market and statistical  information to the Trust or the Adviser.  The
term "research,  market and statistical  information"  includes advice as to the
value of securities,  the  advisability  of investing in,  purchasing or selling
securities;  and the  availability  of  securities  or  purchasers or sellers of
securities; and furnishing analyses and reports concerning issuers,  industries,
securities,  economic factors and trends, portfolio strategy and the performance
of accounts.  The Adviser is not authorized when placing portfolio  transactions
for a Fund to pay a brokerage commission (to the extent applicable) in excess of
that which another broker might have charged for effecting the same  transaction
solely on account of the receipt of research, market or statistical information.
The Adviser  will not place  orders with  brokers or dealers on the basis that a
broker  or  dealer  has  or  has  not  sold  shares  of the  Trust.  Except  for
implementing  the policy stated above,  there is no intention to place portfolio
transactions with particular brokers or dealers or groups thereof.  In effecting
transactions  in  over-the-counter  securities,   orders  are  placed  with  the
principal market- makers for the security being traded unless,  after exercising
care, it appears that more favorable results are available otherwise.

         Subject also to obtaining the most  favorable net results,  the Adviser
may place  brokerage  transactions  through the  Fund   s'      Custodian  and a
credit  against the custodian fee due to the custodian  equal to one-half of the
commission on any such transaction will be given.

         Although  certain  research,  market and statistical  information  from
brokers  and  dealers  can be  useful  to a Fund and to the  Adviser,  it is the
opinion  of the  Adviser  that such  information  is only  supplementary  to the
Adviser's own research  effort,  since the  information  must still be analyzed,
weighed,  and reviewed by the Adviser's staff. Such information may be useful to
the Adviser in  providing  services to clients  other than the Trust and not all
such  information is used by the Adviser in connection with a Fund.  Conversely,
such  information  provided to the Adviser by brokers and dealers  through  whom
other clients of the Adviser effect securities transactions may be useful to the
Adviser in providing services to a Fund.

         The  Trustees  review from time to time whether the  recapture  for the
benefit of the Trust of some  portion of the  brokerage  commissions  or similar
fees  paid  by a Fund on  portfolio  transactions  is  legally  permissible  and
advisable.

Portfolio Turnover

         The portfolio  turnover rate   ,  i.e. the ratio of the lesser of sales
or purchases to the monthly average value of the portfolio  (excluding from both
the  numerator and the  denominator  securities  with  maturities at the time of
acquisition  of one  year or  less)      for     Short  Term  Bond      Fund was
   66.1    % and     65.3    % for the years ended December 31,     1993     and
   1994    , respectively. To the extent that    Short Term Bond     Fund enters
into  dollar  roll  transactions,  which  involve  the  sale and  purchase  of a
security,     such      Fund's  portfolio  turnover rate will be higher.     The
portfolio  turnover  rate for Zero  Coupon  2000  Fund for the two  years  ended
December 31, 1993 and 1994 was 101.6% and 89.3%, respectively.    


                                       52
<PAGE>

         Purchases  and  sales  are  made  for a  Fund  whenever  necessary,  in
management's opinion, to meet each Fund's objective.

                                NET ASSET VALUE

         The net asset  value of shares of each Fund is computed as of the close
of regular trading on the Exchange on each day the Exchange is open for trading.
The  Exchange is scheduled to be closed on the  following  holidays:  New Year's
Day,  Presidents Day, Good Friday,  Memorial Day,  Independence  Day, Labor Day,
Thanksgiving and Christmas.  Net asset value per share is determined by dividing
the value of the total assets of the Fund,  less all  liabilities,  by the total
number of shares outstanding.

   
         An  exchange-traded  equity  security is valued at its most recent sale
price.  Lacking any sales, the security is valued at the calculated mean between
the  most  recent  bid  quotation  and the  most  recent  asked  quotation  (the
"Calculated  Mean").  Lacking a Calculated  Mean,  the security is valued at the
most recent bid  quotation.  An equity  security which is traded on the National
Association  of Securities  Dealers  Automated  Quotation  ("NASDAQ")  system is
valued at its most recent sale price.  Lacking any sales, the security is valued
at the high or  "inside"  bid  quotation.  The value of an equity  security  not
quoted on the NASDAQ System, but traded in another  over-the-counter  market, is
its most  recent sale price.  Lacking any sales,  the  security is valued at the
Calculated  Mean.  Lacking a Calculated Mean, the security is valued at the most
recent bid quotation.     

         Debt securities, other than short-term securities, are valued at prices
supplied by the Funds'  pricing  agent(s) which reflect  broker/dealer  supplied
valuations and electronic data processing techniques. Short-term securities with
remaining  maturities  of sixty  days or less are valued by the  amortized  cost
method,  which  the  Board  believes  approximates  market  value.  If it is not
possible  to value a  particular  debt  security  pursuant  to  these  valuation
methods, the value of such security is the most recent bid quotation supplied by
a bona fide  marketmaker       .  If    it is not possible to value a particular
debt security  pursuant to the above  methods,     the Adviser may calculate the
price of that debt security, subject to limitations established by the Board.

   
         An exchange traded options contract on securities,  currencies, futures
and other financial  instruments is valued at its most recent sale price on such
exchange.  Lacking any sales,  the options  contract is valued at the Calculated
Mean.  Lacking any Calculated  Mean, the options  contract is valued at the most
recent bid quotation in the case of a purchased  options  contract,  or the most
recent asked  quotation in the case of a written  options  contract.  An options
contract  on  securities,  currencies  and other  financial  instruments  traded
over-the-counter  is valued at the most  recent bid  quotation  in the case of a
purchased options contract and at the most recent asked quotation in the case of
a written  options  contract.  Futures  contracts  are valued at the most recent
settlement price.  Foreign currency exchange forward contracts are valued at the
value of the underlying currency at the prevailing exchange rate.     

         If a security is traded on more than one exchange,  or upon one or more
exchanges  and in the  over-the-counter  market,  quotations  are taken from the
market in which the security is traded most extensively.

         If, in the opinion of the Funds'  Valuation  Committee,  the value of a
portfolio  asset as  determined  in accordance  with these  procedures  does not
represent  the  fair  market  value of the  portfolio  asset,  the  value of the
portfolio  asset is taken to be an amount which, in the opinion of the Valuation
Committee,   represents  fair  market  value  on  the  basis  of  all  available
information.  The  value  of  other  portfolio  holdings  owned  by the  Fund is
determined in a manner which, in the discretion of the Valuation  Committee most
fairly reflects fair market value of the property on the valuation date.

         Following the  valuations of  securities or other  portfolio  assets in
terms of the currency in which the market  quotation  used is expressed  ("Local
Currency"),  the value of these  portfolio  assets in terms of U.S.  dollars  is
calculated by converting the Local Currency into U.S.  dollars at the prevailing
currency exchange rate on the valuation date.


                                       53
<PAGE>

                             ADDITIONAL INFORMATION

Experts

   
         The  Financial   Highlights  of  each  Fund  included  in  each  Fund's
Prospectus  and the  Financial  Statements  incorporated  by  reference  in this
combined   Statement  of  Additional   Information  have  been  so  included  or
incorporated by reference in reliance on the report of Coopers & Lybrand L.L.P.,
One Post Office Square, Boston,  Massachusetts,  02109, independent accountants,
and given on the authority of that firm as experts in accounting and auditing.
    

Shareholder Indemnification

         The  Trust  is  an  organization  of  the  type  commonly  known  as  a
Massachusetts  business trust. Under  Massachusetts law,  shareholders of such a
trust may, under certain  circumstances,  be held personally  liable as partners
for the  obligations of the Trust.  The Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts,  obligations  or affairs of the Trust and a  disclaimer  stating that each
series  shall  not be  liable  for the  obligations  of any  other  series.  The
Declaration  of Trust  also  provides  for  indemnification  out of the  Trust's
property  of  any  shareholder  held  personally   liable  for  the  claims  and
liabilities  to which a  shareholder  may  become  subject by reason of being or
having been a shareholder.  Thus, the risk of a shareholder  incurring financial
loss on account of shareholder  liability is limited to  circumstances  in which
the Trust itself would be unable to meet its obligations.

       

Other Information

   
         Short Term Bond Fund's CUSIP number is 810902-20-5.

         Zero Coupon 2000 Fund's CUSIP number is 810902-23-9.
    

         The Fund   s        have     fiscal year   s     ending on December 31.

         Portfolio  securities of each Fund are held  separately,  pursuant to a
custodian  agreement,  by the  Funds'  custodian,  State  Street  Bank and Trust
Company, 255 Franklin Street, Boston, Massachusetts 02101.

         The firm of Dechert Price & Rhoads is counsel to the Trust.

         Coopers & Lybrand     L.L.P    .,  One Post Office Square,  Boston,  MA
02109, serves as independent accountants to the Trust.

         Scudder Service  Corporation  ("Service  Corporation"),  P.O. Box 2291,
Boston,  Massachusetts 02107-2291, a wholly-owned subsidiary of Scudder, Stevens
& Clark,  Inc., is the transfer and dividend paying agent for each Fund. Service
Corporation also serves as shareholder service agent and provides  subaccounting
and recordkeeping  services for shareholder  accounts in certain  retirement and
employee benefit plans.     Short Term Bond     Fund pays Service Corporation an
annual fee of $25.00 for each account  maintained  for a  participant,  which is
$13.25 for its services as transfer and dividend paying agent and $11.75 for its
services as  shareholder  service  agent.     Zero Coupon 2000 Fund pays Service
Corporation  an annual  fee of $17.55  for each  account  maintained  for a plan
participant,  which is $8.05 for services as transfer and dividend-paying  agent
and $9.50 for its  services as  shareholder  service  agent.  For the year ended
December 31, 1994,  Service  Corporation's  fee amounted to $3,931,601 for Short
Term Bond Fund and $71,971 for Zero Coupon 2000  Fund.      Please refer to "How
to  Contact  Scudder"  in the Funds'  prospectuses  or call  1-800-225-5163  for
specific mailing instructions regarding your investment.       

   
         Scudder Fund Accounting  Corporation ("SFAC"), Two International Place,
Boston,  Massachusetts  02110-4103,  a  wholly-owned  subsidiary of the Adviser,
computes  Zero Coupon 2000  Fund's net asset  value.  Zero Coupon 2000 Fund pays
SFAC an annual  fee equal to .0250% of the first $150  million of average  daily
net  assets,  .0075% of such  assets in excess  of $150  million  up until  $850
million and .0045% of such assets in excess of $1 billion dollars.
    

         The name "Scudder  Funds Trust" is the  designation of the Trustees for
the time being under a Declaration of Trust dated June 24, 1981, as amended from
time to time,  and all  persons  dealing  with the Trust must look solely to the


                                       54
<PAGE>
property  of the Trust for the  enforcement  of any claims  against the Trust as
neither the  Trustees,  officers,  agents nor  shareholders  assume any personal
liability for obligations  entered into on behalf of the Trust. Upon the initial
purchase  of  shares,  the  shareholder  agrees  to  be  bound  by  the  Trust's
Declaration of Trust,  as amended from time to time. The Declaration of Trust is
on  file  at  the   Massachusetts   Secretary  of  State's   Office  in  Boston,
Massachusetts. All persons dealing with a Fund must look only to the assets of a
Fund for the  enforcement of any claims against a Fund as no other series of the
Trust assumes any liabilities for obligations entered into on behalf of a Fund.

         SCUDDER FUNDS TRUST, Two  International  Place,  Boston,  Massachusetts
02110-   4103    ,  has filed with the U.S. Securities and Exchange  Commission,
Washington,   D.C.  20549,  a  Registration   Statement  under  the         1933
   Act    ,  as amended,  with respect to the shares of    Short  Term Bond Fund
and Zero Coupon  2000      Fund offered by each Fund's  prospectus.  Each Fund's
prospectus and this    combined      Statement of Additional  Information do not
contain all of the information set forth in the  Registration  Statement and its
amendments,  certain  parts of which are  omitted in  accordance  with Rules and
Regulations of the SEC. The  Registration  Statement and its amendments,  may be
inspected  at the  principal  office  of the  SEC at  450  Fifth  Street,  N.W.,
Washington and copies thereof may be obtained from the SEC at prescribed rates.

                              FINANCIAL STATEMENTS

         The  financial  statements,  including  the  investment  portfolio,  of
Scudder Short Term Bond Fund, together with the Financial  Highlights,  notes to
financial statements and the Report of Independent  Accountants are incorporated
by reference and attached hereto on pages 10 through     32    ,  inclusive,  in
the  Annual  Report  to  the   Shareholders  of  the  Fund  dated  December  31,
   1994    ,  and  are  hereby  deemed  to be a  part  of  this     combined    
Statement of Additional Information.

   
         The  financial  statements,  including  the  investment  portfolio,  of
Scudder Zero Coupon 2000 Fund, together with Financial Highlights, the Report of
Independent  Accountants and notes to financial statements,  are incorporated by
reference and attached  hereto on pages 9 through 17,  inclusive,  in the Annual
Report to the  Shareholders  of the Fund dated December 31, 1994, and are hereby
deemed to be a part of this combined Statement of Additional Information.
    


   

                                       55
<PAGE>








                           RATINGS OF CORPORATE BONDS

         The two highest  ratings of Moody's for corporate bonds are Aaa and Aa.
Bonds rated Aaa are judged by Moody's to be of the best quality.  They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally  stable margin
and  principal is secure.  While the various  protective  elements are likely to
change,  such  changes  as can be  visualized  are most  unlikely  to impair the
fundamentally strong position of such issues. Bonds rated Aa are judged to be of
high quality by all standards.  Together with the Aaa group,  they comprise what
are generally known as high-grade  bonds. Aa bonds are rated lower than the best
bonds because  margins of protection may not be as large as in Aaa securities or
fluctuation of protective  elements may be of greater  amplitude or there may be
other  elements  present which make the long term risks appear  somewhat  larger
than  in Aaa  securities.  Bonds  which  are  rated  A  possess  many  favorable
investment   attributes   and  are  to  be  considered  as  upper  medium  grade
obligations.  Factors  giving  security to principal and interest are considered
adequate  but  elements  may  be  present  which  suggest  a  susceptibility  to
impairment  some time in the  future.  Moody's  Baa rated  bonds are  considered
medium-grade  obligations,  i.e.,  they are neither highly  protected nor poorly
secured.  Interest  payments  and  principal  security  appear  adequate for the
present,   but   certain   protective   elements   may  be  lacking  or  may  be
characteristically  unreliable  over any great  length of time.  Such bonds lack
outstanding investment characteristics and may have speculative  characteristics
as well.

         The two  highest  ratings  of S&P for  corporate  bonds are AAA and AA.
Bonds rated AAA have the highest  rating  assigned by S&P to a debt  obligation.
Capacity to pay interest and repay principal is extremely strong. Bonds rated AA
have a very strong  capacity to pay interest and repay principal and differ from
the  highest  rated  issues  only in a small  degree.  Debt rated A has a strong
capacity to pay  interest  and repay  principal  although  it is  somewhat  more
susceptible  to the adverse  effects of changes in  circumstances  and  economic
conditions  than debt in higher  rated  securities.  S&P's BBB rated  bonds,  or
medium-grade  category bonds, are between sound  obligations and those where the
speculative  elements begin to  predominate.  Although these bonds have adequate
asset  coverage and normally are  protected by  satisfactory  earnings,  adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened capacity to pay interest and principal.     



   



                                       56
<PAGE>


                                    GLOSSARY

1.       Bond

         A contract by an issuer  (borrower)  to repay the owner of the contract
         (lender)  the face  amount of the bond on a  specified  date  (maturity
         date) and to pay a stated rate of interest until maturity.  Interest is
         generally  paid  semi-annually  in amounts equal to one-half the annual
         interest rate.

2.       Debt Obligation

         A  general  term  which   includes   fixed  income  and  variable  rate
         securities,  obligations  issued  at a  discount  and  other  types  of
         securities which evidence a debt.

3.       Discount and Premium

         (a) Market  Discount and Premium - A discount  (premium) bond is a bond
         selling in the market at a price  lower  (higher)  than its face value.
         The amount of the market discount  (premium) is the difference  between
         market value and face value.

         (b)  Original  Issue  Discount  - An  original  issue  discount  is the
         discount  from  face  value at which the bond is first  offered  to the
         public.

4.       Face Value

         The value of a bond that  appears  on the face of the bond,  unless the
         value is  otherwise  specified  by the issuing  company.  Face value is
         ordinarily the amount the issuing company  promises to pay at maturity.
         Face value is not an indication of market value.

5.       Fixed Income Obligation

         An instrument under which the lender agrees to pay interest,  either at
         a stated rate or according to a specified formula, over the life of the
         instrument, as well as to repay principal at maturity.

6.       Investment Company Taxable Income

         The investment  company  taxable  income of a Fund includes  dividends,
         interest (including original issue discount) and net short-term capital
         gains in excess of long-term capital losses, less expenses.

7.       Liquidation

         The process of converting securities or other property into cash.

8.       Maturity

         The date on which the principal  amount of a debt obligation  comes due
         by the terms of the instrument.

9.       Maturity Date

         Zero Coupon Fund will mature on the third  Friday in December  2000 and
         proceeds of the  liquidation  of the Fund will be  distributed  shortly
         thereafter.

10.      Maturity Value

         The actual  maturity  value per share of Zero  Coupon  Fund will be the
         actual net asset value per share on the Maturity Date.

                                       57
<PAGE>

         When used with respect to periods prior to the Maturity Date,  maturity
         value means an estimate of the approximate  anticipated net asset value
         per share of Zero Coupon 2000 Fund on its Maturity Date,  calculated by
         dividing  the  aggregate  face  value  of all  securities  in the  Fund
         increased by any unamortized  premiums and decreased by any unamortized
         original issue discounts plus all other assets,  minus all liabilities,
         by the  number  of  outstanding  shares at the time of  calculation  of
         Maturity Value.


11.      Maturity Year

         The  calendar  year in which Zero  Coupon  2000 Fund will  mature.  All
         investments  in a Fund  will  mature  within  two  years of the  Fund's
         Maturity Year.

12.      Net Asset Value Per Share

         The value of the share of a Fund for purposes of sales and redemptions.
         (See "NET ASSET VALUE.")

13.      Net Investment Income

         The net  investment  income  of a Fund  is  comprised  of its  interest
         income,  including  amortizations  of original issue and certain market
         discounts, less amortizations of premiums and expenses paid or accrued.

14.      Par Value

         Par value of a bond is a dollar amount  representing  the  denomination
         and assigned  value of the bond. It signifies the dollar value on which
         interest on the bonds is computed and is usually the same as face value
         and maturity value for an individual bond. For example,  most bonds are
         issued in $1,000  denominations  and they have a face  value,  maturity
         value and par value of $1,000.  Their  market  price can of course vary
         significantly  from  $1,000  during  their life  between  issuance  and
         maturity.

15.      Target or Target Year

         See Maturity Year.

16.      Target Date

         See Maturity Date.

17.      Zero Coupon Security

         A non-interest  (non-cash)  paying debt obligation which is issued at a
         substantial  discount  from its face value.  Income is accrued over the
         life of the  obligation,  and cash  equal  to the face  value is due at
         maturity.


                                       58
<PAGE>

                            Compound Interest Table^1

     The table  below  shows the  return on $100 over 5, 10 and 15 year  periods
assuming interest rates of 5%, 7%, 9%, 11% and 13%.

                                                        Years
                 Interest Rate          5                10                15
                 -------------         ---               ---               ---
                      5%             $128.0            $163.8            $209.7
                      7%              141.0             198.9             280.6
                      9%              155.2             241.1             374.5
                      1%              170.8             291.7             498.3
                      3%              187.7             352.3             661.4

     1  Compounded  semi-annually  at one-half the annual rate similar to normal
bond  calculation  of  yield-to-maturity.  The  calculation  is different from a
calculation of anticipated growth which involves  additional  assumptions.  (See
"THE FUNDS' INVESTMENT OBJECTIVES AND  POLICIES--Management of Reinvestment Risk
and Anticipated Growth" and "DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS.")

    





                                       59

<PAGE>
This information must be preceded or accompanied by a current prospectus.

Portfolio changes should not be considered recommendations for action by
individual investors.

Scudder Short Term Bond Fund

Annual Report
December 31, 1994

*    Seeks to provide a high level of income consistent with a high degree of
     principal stability.

*    A pure no-load(tm) fund with no commissions to buy, sell, or exchange
     shares.


CONTENTS

  2  Highlights
  3  Letter from the Fund's President
  4  Performance Update
  5  Portfolio Summary
  6  Portfolio Management Discussion
 10  Investment Portfolio
 21  Financial Statements
 24  Financial Highlights
 25  Notes to Financial Statements
 31  Report of Independent Accountants
 32  Tax Information
 33  Officers and Trustees
 34  Investment Products and Services
 35  How to Contact Scudder

HIGHLIGHTS

*    The Fund experienced above-average price volatility throughout the
     year, stemming primarily from the rise in interest rates and,
     secondarily, the devaluation of the Mexican peso.

*    Scudder Short Term Bond Fund provided a 7.70% 30-day net annualized
     yield on December 31, 1994, up from 5.65% a year earlier.

*    During the year, the Fund incurred currency-related losses that,
     according to U.S. tax law, must be treated as offsets to ordinary
     income. As a result, 14.89% of the Fund's 1994 income payments will be
     considered nontaxable distributions of capital.


LETTER FROM THE FUND'S PRESIDENT

Dear Shareholders,

     The United States Federal Reserve raised interest rates six times
during 1994 in an effort to bring economic growth down to a more
sustainable level. Investors generally underestimated the scope and speed
with which interest rates rose and sent prices lower on a broad range of
fixed-income securities, resulting in the worst bond market in more than 60
years.

     The rise in interest rates poses a challenge for income funds: to
provide shareholders with the higher income now available from bonds while
protecting against price erosion. Although we believe the worst is over, it
is possible interest rates may rise somewhat further in 1995. However, in
the year ahead, we believe a combination of factors, including the Federal
Reserve's tightening efforts, will keep the economy and inflation on a
moderate course, which should ease the upward pressure on rates. These
developments ultimately should be reflected in more favorable financial
markets, and we expect investors to begin focusing on positive long-term
fundamentals rather than short-term uncertainties.

     Additional increases in interest rates may, of course, cause periods
of difficult adjustment for fixed-income markets. At times like these, it
is more important than ever to have a sound investment plan that can
weather market storms. The past year has demonstrated that virtually all
financial instruments, whether conservative or aggressive, are susceptible
to disappointing performance. Experience tells us that over the long term,
investors who have participated in the stock and bond markets have faired
much better than those who have chosen to protect their savings above all
else.

     If you have questions about your Fund or your investments, please
contact a Scudder Investor Relations representative at 1-800-225-2470. Page
35 provides more information on how to contact Scudder. Thank you for
choosing Scudder Short Term Bond Fund to help meet your investment needs.

     Sincerely

     /s/Daniel Pierce
     Daniel Pierce
     President
     Scudder Short Term Bond Fund

<PAGE>
Scudder Short Term Bond Fund
Performance Update as of December 31, 1994
- -----------------------------------------------------------------
Growth of a $10,000 Investment
- -----------------------------------------------------------------
Scudder Short Term Bond Fund
- ----------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of                Average
 12/31/94 $10,000  Cumulative  Annual
- --------- -------  ----------  -------
 1 Year   $ 9,713     -2.87%    -2.87%
 5 Year   $13,924     39.24%     6.84%
10 Year*  $23,574    135.74%     8.95%

Salomon Brothers Inc. Broad Investment
Grade Bond Index (1-3 years)
- --------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of                Average
 12/31/94 $10,000  Cumulative  Annual
- --------- -------  ----------  -------
 1 Year   $10,060       .60%      .60%
 5 Year   $13,877     38.77%     6.77%
10 Year   $21,808    118.08%     8.10%

A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment. 
The data points from the graph are as follows:

Yearly periods ended December 31

Scudder Short Term Bond Fund
Year            Amount
- ----------------------
84              10000
85              12091
86              13863
87              14060
88              14946
89              16931
90              18605
91              21280
92              22436
93              24271
94              23574

Salomon Brothers Inc. Broad Investment
Grade Bond Index (1-3 years)
Year            Amount
- ----------------------
84              10000
85              11402
86              12595
87              13315
88              14167
89              15716
90              17239
91              19281
92              20524
93              21679
94              21808

Salomon Brothers Inc. Broad Investment Grade Bond Index (1-3 years)
is composed of Treasury, Government Sponsored Agency, and Corporate
securities with maturities of one to three years. Index returns assume
reinvestment of dividends and, unlike Fund returns, do not reflect any
fees or expenses.




- -------------------------------------------------------------------
Returns and Per Share Information
- -------------------------------------------------------------------

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.

Yearly periods ended December 31
- ----------------------------------
<TABLE>
<S>                   
                        <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>      <C>
                       1985     1986    1987    1988    1989    1990    1991     1992     1993     1994
                     -------------------------------------------------------------------------------------   
Net Asset Value...   $11.35   $11.92   $11.23  $11.19  $11.71  $11.72  $12.25  $11.93    $12.01   $10.91
Income Dividends..   $  .96   $  .81   $  .74  $  .73  $  .83  $ 1.09  $ 1.08  $  .96       .80      .76
Capital Gains
Distributions.....   $   --   $  .21   $  .11  $   --  $  .09  $   --  $   --  $   --       .07       --
Fund Total
Return (%)........    20.30    14.70     1.40    6.10   13.20    9.88   14.38    5.43      8.18    -2.87
Index Total
Return (%)........    14.02    10.46     5.72    6.40   10.93    9.70   11.85    6.44      5.63      .60
</TABLE>

All performance is historical, assumes reinvestment of all dividends and
capital gains, and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased.
Returns may be higher due to the Adviser's maintenance of the Fund's expenses.
See Financial Highlights on page 24.
*The Fund, with its current name and investment objective, commenced operations
on July 3, 1989. Performance figures include the performance of its predecessor,
the General 1994 Portfolio of Scudder Target Fund. Since adopting its current
objectives, the cumulative and average annual returns are 46.80% and 7.34%, 
respectively.

Portfolio Summary as of December 31, 1994
- ---------------------------------------------------------------------------
Diversification
- ---------------------------------------------------------------------------
Asset-Backed Securities       25%                        
Collateralized Mortgage       
Obligations                   23%          While the Fund invests in a wide
Corporate Bonds               19%          variety of securities, all but 2%
U.S. Gov't Guaranteed                      are now denominated in U.S. dollars.
Mortgages                     11%
Indexed Securities             9%
Commercial Paper               5%
Foreign Bonds -
U.S. $ Denominated             5%
Foreign Bonds -
Non U.S. $ Denominated         2%
Other                          1%
                             ----        
                             100%       
                             ====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

- --------------------------------------------------------------------------
Quality
- --------------------------------------------------------------------------
U.S. Gov't & Agencies         27%        
AAA*                          34%          Historically, the Fund has maintained
AA                             9%          a high-quality portfolio with better
A                             17%          than 80% of Fund holdings rated A
BBB                           13%          or above.
                             ----
                             100%
                             ====

Weighted average quality: AA+
*Category includes cash equivalents


A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

- --------------------------------------------------------------------------
Effective Maturity
- --------------------------------------------------------------------------
Under 1 year                  27%        
1 < 5 years                   63%          The Fund's effective maturity was
5 < 8 years                   8%           reduced during the year, reflecting
8 years or greater            2%           a challenging environment for fixed-
                             ----          income investments.
                             100%
                             ====
Weighted average effective maturity: 1.1 years*
*Includes Eurodollar Futures sold short

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

For more complete details about the Fund's Investment Portfolio, see page 10.
A monthly Investment Portfolio Summary is available upon request.

<PAGE>


PORTFOLIO MANAGEMENT DISCUSSION

Dear Shareholders,

     This past year was without question the most turbulent 12-month period
experienced by Scudder Short Term Bond Fund. Higher interest rates, which
rose faster and further than we anticipated, and to a lesser extent the
devaluation of the Mexican peso were the predominant causes of price
declines in the Fund's securities.

     The Fund's net asset value per share fell 9%, from $12.01 on December
31, 1993, to $10.91 on December 31, 1994. However, rising global interest
rates paved the way for increased income distributions throughout the year,
which helped offset the price decline somewhat. The combination of price
change and distributions resulted in a total return of -2.87% for the year.
The Fund's 30-day net annualized yield stood at 7.70% on December 31, 1994,
up from 5.65% a year earlier and well above the 6.17% average yield of
short-term investment-grade debt funds tracked by Lipper Analytical
Services. Lipper is an independent analyst of investment performance.

        Strong Economy and Rising Interest Rates Hinder Bond Market

     Price declines in the world's bond markets began to accelerate in
February 1994, when the United States Federal Reserve initiated the first
in a series of interest-rate hikes intended to head off a rise in
inflation. At the time, inflation, as measured by the consumer price index,
was only 2.4%. But troubling signs abounded, including stronger growth in
gross domestic product (6.37% annualized in the fourth quarter of 1993),
factories running at near full capacity, a weaker dollar, and higher prices
of many raw materials.

     The Fed's repeated rate hikes failed to ease fears of rising
inflation, however, and bond prices continued to fall throughout the spring
and into summer. The selloff in bonds was exacerbated by the unwinding of
leverage, which had sprung up in a multitude of forms in the early 1990s.
Record numbers of institutional and individual investors had been taking
advantage of low prevailing rates of interest on short-term debt to
leverage their investments in the United States and abroad. But when rates
reversed direction in the United States, overextended investors were forced
to sell their holdings, compounding price declines. Declines in the value
of many derivative securities complicated the situation when buyers for
these instruments all but disappeared.

     By year end, the bond market had suffered its worst year in recorded
history, dating back to 1926, with interest rates increasing dramatically
across the entire range of fixed-income securities.

                         Portfolio Strategy Review

     Scudder Short Term Bond Fund's investment goal is to provide a higher
level of income than money market funds and more price stability than is
typically found in intermediate and longer-maturity bonds. To achieve this
goal, we actively manage a diverse collection of high-quality bonds, while
keeping the Fund's effective maturity under three years.

     However, 1994 was a year of unpleasant surprises, including the
persistent increase in global interest rates and the Mexican peso crisis.
Early in the year, in keeping with our view that interest rates would rise,
we reduced the Fund's effective maturity from three to two years.
Generally, securities that take less time to mature are less sensitive to
changes in interest rates. Clearly, however, we underestimated the scope of
the Fed's interest-rate increases. Given a benign outlook for inflation and
economic growth, both domestic and global, we lengthened the Fund's
effective maturity to two and a half years in the spring, which added a
modicum of interest-rate sensitivity. When in the autumn it became apparent
that interest rates were continuing to rise, we reduced the effective
maturity to one year.

     We continued to invest in high-quality securities throughout the year,
in keeping with the Fund's objective of limiting credit risk. The Fund's
largest holdings included collateralized mortgage obligations (CMOs) of
comparatively short maturities, asset backed securities, and U.S. corporate
bonds. Also in keeping with our emphasis on price preservation, we
eliminated many of the Fund's most interest-rate-sensitive investments,
including indexed securities based on the movements of European and
Japanese interest rates. Virtually all of the portfolio's higher-coupon
mortgage-backed securities were sold during the year and replaced with
five-year balloon mortgage-backed securities, so called because their
underlying mortgages are repaid in five years. Further, we increased our
holdings in asset-backed securities to 25% from 18% at the start of the
year. Asset-backeds are a form of debt security, collateralized with pools
of assets such as credit cards and automobile and home equity loans. These
securities have several protections against default and are generally
accorded AAA ratings from public rating agencies.

     Our research work at Scudder has long followed Mexico, and we were
generally impressed with the years of financial reform in that country.
Over the past four years, we used high-yielding short-term Mexican Treasury
bills as productive although limited investments for the Fund. Along with
many others, we had several reasons to support our belief that a
devaluation of the peso would be avoided at almost any cost, given the
importance of a stable currency to Mexico's economic health and social
stability. Even so, due to the uncertain political environment in Mexico
prior to the summer elections, we let our short-term, peso-denominated
Mexican holdings mature. Encouraged by the results of the elections,
however, we rebuilt our position in short-term Mexican Treasury and agency
bills to approximately 6% of the portfolio in early December. Then, on
December 20, 1994, the Mexican government broke its implicit promise not to
devalue the peso. In the final three weeks of 1994, the Mexican peso
declined nearly 40%, inflicting losses to the Fund. In fact, almost a third
of this year's decline in net asset value is directly related to losses in
the Fund's Mexican holdings. Because we no longer viewed Mexican securities
as investment grade, we subsequently reduced through maturity and sale our
Mexican peso-denominated holdings to 2.5% of the portfolio by year end. By
the end of January 1995, all Mexican investments were sold or had matured.

                             Outlook for 1995

     It is possible that the Federal Reserve will continue its tightening
efforts in the first half of 1995 if the economy continues to show signs of
solid growth. We believe the Fed's repeated action to increase short-term
interest rates will eventually reduce the pace of U.S. economic growth as
well as allay investors' fears about inflation. As 1995's interest-rate
environment unfolds, we intend to adjust the Fund's effective maturity
accordingly, extending maturity within the Fund's 0- to 3-year range if we
see evidence of interest-rate stability or decline, while maintaining high
standards of quality and diversification.

     Scudder Short Term Bond Fund has consistently provided significantly
more income than shorter-term investments or even U.S. Treasuries of
comparable maturity. Moreover, shareholders who did not sell Fund shares
during the year have participated in the Fund's rising income stream
against a backdrop of low relative inflation. As always, we are committed
to meeting the needs of investors seeking high current income with more
price stability than that provided by intermediate-term and longer-term
bonds.

Sincerely,

Your Portfolio Management Team

/s/Thomas M. Poor        /s/Scott E. Dolan
Thomas M. Poor           Scott E. Dolan

/s/Christopher L. Gootkind
Christopher L. Gootkind

                       Scudder Short Term Bond Fund:
                       A Team Approach to Investing

     Scudder Short Term Bond Fund is managed by a team of Scudder
investment professionals who each play an important role in the Fund's
management process. Team members work together to develop investment
strategies and select securities for the Fund. They are supported by
Scudder's large staff of economists, research analysts, traders, and other
investment specialists who work in our offices across the United States and
abroad. We believe our team approach benefits Scudder Short Term Bond Fund
investors by bringing together many disciplines and leveraging Scudder's
extensive resources.

     Since Scudder Short Term Bond Fund was introduced in 1989, Lead
Portfolio Manager Thomas M. Poor has had responsibility for the Fund's
day-to-day operation. Tom, who joined Scudder in 1970, sets the Fund's
general investment strategies. Christopher L. Gootkind, Portfolio Manager,
also has been a member of the Fund's team since its inception. Chris, who
has worked in the investment industry since 1981 and at Scudder since 1986,
has responsibility for the Fund's bank, finance, and asset-backed
securities. Scott E. Dolan, Portfolio Manager, joined Scudder in 1989 and
the Fund's portfolio management team in 1993. Scott has five years of
experience in the investment industry and is responsible for implementing
investment strategy.


<PAGE>

<TABLE>
SCUDDER SHORT TERM BOND FUND
INVESTMENT PORTFOLIO as of December 31, 1994
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
                           % of           Principal                                                      Market
                         Portfolio        Amount ($)                                                    Value ($)
- -----------------------------------------------------------------------------------------------------------------
                          <S>            <C>                                                          <C>     
                           5.3%            COMMERCIAL PAPER
                                         ------------------------------------------------------------------------

                                         43,000,000  Associates Corp. of North America,
                                                      5.87%, 1/3/95  . . . . . . . . . . . . . . .     43,000,000
                                         30,000,000  Ford Motor Credit Co., 5.6%, 1/3/95   . . . .     30,000,000
                                         40,100,000  Household Finance Corp., 5.9%, 1/6/95 . . . .     40,067,140
                                                                                                      -----------
                                                     TOTAL COMMERCIAL PAPER (Cost $113,067,140). .    113,067,140
                                                                                                      -----------
                          10.8%            U.S. GOV'T GUARANTEED MORTGAGES
                                         ------------------------------------------------------------------------
                                             61,247  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 3/31/99  . . . . . . . .         55,926
                                            161,531  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 4/1/99   . . . . . . . .        147,498
                                          5,149,934  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 6/1/97   . . . . . . . .      4,702,507
                                          4,788,245  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 8/1/99   . . . . . . . .      4,372,242
                                            457,234  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 12/1/98  . . . . . . . .        417,510
                                            423,748  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 3/1/99   . . . . . . . .        386,933
                                            148,545  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 4/1/99   . . . . . . . .        135,639
                                            179,467  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 4/1/99   . . . . . . . .        163,875
                                          7,313,807  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 5/1/99   . . . . . . . .      6,678,383
                                          1,165,928  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 5%, 6/1/99   . . . . . . . .      1,064,632
                                         24,099,146  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 6%, 10/1/98  . . . . . . . .     22,683,321
                                          8,673,724  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 6%, 1/1/99   . . . . . . . .      8,164,143
                                         18,683,599  Federal Home Loan Mortgage Corp.,
                                                      5 year Balloon, 7%, 9/1/98   . . . . . . . .     18,053,027
                                         73,966,135  Federal National Mortgage Association
                                                      7 year Balloon, 5.5% with various
                                                      maturities to 7/1/01   . . . . . . . . . . .     66,985,209
                                         50,770,292  Federal National Mortgage Association
                                                      7 year Balloon, 6% with various
                                                      maturities to 11/1/01  . . . . . . . . . . .     46,581,743
                                          8,791,027  Government National Mortgage Association
                                                      Pass-thru 10% with various maturities
                                                      to 1/20/22   . . . . . . . . . . . . . . . .      9,084,911
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
                                                                                     INVESTMENT PORTFOLIO
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
                    % of         Principal                                                       Market
                 Portfolio       Amount ($)                                                     Value ($)
- ---------------------------------------------------------------------------------------------------------
                 <S>            <C>                                                           <C>
                                 4,550,523  Government National Mortgage Association
                                             Pass-thru 11% with various maturities
                                             to 8/20/15   . . . . . . . . . . . . . . .         4,829,244
                                33,350,541  Government National Mortgage Association
                                             Pass-thru 11.5% with various maturities
                                             to 4/15/19 (b)   . . . . . . . . . . . . .        36,597,877
                                                                                              -----------
                                            TOTAL U.S. GOVERNMENT GUARANTEED
                                             MORTGAGES (Cost $237,002,472)  . . . . . .       231,104,620
                                                                                              -----------
                 23.2%             COLLATERALIZED MORTGAGE OBLIGATIONS
                                 ------------------------------------------------------------------------
                                 8,642,940  CMC Security Corp.,1992-D, 7.2%, 12/25/08 . .       8,254,007
                                 8,069,243  Chase Mortgage Finance Corp., Series 1992-L,
                                             5.5%, 11/25/09   . . . . . . . . . . . . . .       7,974,681
                                38,846,000  Chase Mortgage Finance Corp., Series 1993-N,
                                             6.75%, 11/25/24  . . . . . . . . . . . . . .      34,572,940
                                 8,656,942  Chase Mortgage Finance Corp., Series
                                             1993-I2 A2, 7.25%, 7/25/24   . . . . . . . .       8,537,909
                                20,589,000  Chase Mortgage Finance Corp., Series
                                             1993-I2 A3, 7.25%, 7/25/24   . . . . . . . .      19,829,781
                                 4,175,000  Chemical Mortgage Securities Inc. Series
                                             1993-1 A4, 7.45%, 2/25/23  . . . . . . . . .       3,933,635
                                57,241,126  Countrywide Funding Corp., Series 1994A,
                                             6.25%, 3/25/94   . . . . . . . . . . . . . .      49,566,808
                                34,747,000  Countrywide Funding Corp., Series 1994A,
                                             6.75%, 3/25/24   . . . . . . . . . . . . . .      31,532,903
                                 4,158,750  Daiwa Mortgage Acceptance Corp.,
                                             Series 1991A, 8.625%, 4/15/10  . . . . . . .       4,127,559
                                63,075,893  Federal Home Loan Mortgage Corp., REMIC,
                                             1724-PO, 5/15/01   . . . . . . . . . . . . .      45,178,045
                                63,186,756  Federal Home Loan Mortgage Corp., STRIP,
                                             PO, 5/15/99  . . . . . . . . . . . . . . . .      49,838,554
                                48,332,924  Federal Home Loan Mortgage Corp., 1719-C,
                                             PO, 4/15/99  . . . . . . . . . . . . . . . .      38,122,593
                                 1,605,113  Federal Home Loan Mortgage Corp., Series
                                             1337 A, 6%, 4/15/03  . . . . . . . . . . . .       1,595,579
                                 9,850,000  Federal Home Loan Mortgage Corp., Series
                                             1267 O, 7.25%, 12/15/05  . . . . . . . . . .       9,443,688
                                25,055,425  Federal Home Loan Mortgage Corp., Series
                                             1152-J, 8%, 12/15/19   . . . . . . . . . . .      24,562,084
                                12,500,000  Federal Home Loan Mortgage Corp., Series
                                             1276-G, 7.5%, 12/15/05   . . . . . . . . . .      12,265,625
                                 5,204,096  Federal Home Loan Mortgage Corp.,,Series
                                             1381 Z, 6%, 7/15/05  . . . . . . . . . . . .       4,856,046
                                 4,400,000  Federal Home Loan Mortgage Corp., Series
                                             1406 E, 6%, 12/15/18   . . . . . . . . . . .       3,902,250
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER SHORT TERM BOND FUND
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of          Principal                                                      Market
                          Portfolio       Amount ($)                                                    Value ($)
- -----------------------------------------------------------------------------------------------------------------
                           <S>          <C>                                                           <C>
                                         5,250,000  Federal Home Loan Mortgage Corp.,Series
                                                     1250 F, 7%, 4/15/19  . . . . . . . . . . . .       4,961,250
                                        10,432,793  Federal National Mortgage Association, Series
                                                     G93-4 B, 9/25/22   . . . . . . . . . . . . .      10,139,370
                                           213,702  Federal National Mortgage Association
                                                     1989-11 H, PO, Zero Coupon, 3/25/19  . . . .         208,360
                                         1,825,354  Federal National Mortgage Association 1989-68 G,
                                                     8.75%, 8/25/18   . . . . . . . . . . . . . .       1,837,895
                                        20,469,000  First Bank System Inc. Series 1993-F,
                                                     7.187%, 11/25/24   . . . . . . . . . . . . .      18,450,885
                                        30,075,000  General Electric Capital Mortgage Services,
                                                     Inc. Series 1993, 6.5%, 1/25/18  . . . . . .      28,120,125
                                           500,000  General Electric Capital Mortgage Services,
                                                     Inc. Series 1992-2F, 7%, 6/25/07   . . . . .         465,625
                                           236,364  Kidder, Peabody & Co. Mortgage Assets Trust,
                                                     2-B, 8.2%, 1/20/18   . . . . . . . . . . . .         234,074
                                         1,331,462  Merrill Lynch Mortgage Investors Inc. 37-B,
                                                     8.5%, 8/1/15   . . . . . . . . . . . . . . .       1,336,868
                                         1,824,000  Paine Webber Mortgage Acceptance Corp.,
                                                     Series 1993-6, 6.9%, 8/25/08   . . . . . . .       1,697,745
                                         8,944,000  Prudential Home Mortgage Securities Co.,
                                                     1993-4 Series A3, 7%, 3/25/23  . . . . . . .       8,630,960
                                         3,430,597  Prudential Home Mortgage Securities Co., 
                                                     Series 1992-47 A7, 7.5%, 1/25/23   . . . . .       3,381,265
                                         3,220,000  Residential Funding Mortgage Securities,
                                                     Series 1993-A2, 6.85%, 9/25/23   . . . . . .       2,839,638
                                        19,500,000  Residential Funding Mortgage Securities,
                                                     Series 1993-A5, 7.112%, 10/25/23   . . . . .      18,077,109
                                         1,370,674  Resolution Trust Corp., Series 1992-2, 7.2%,
                                                     11/25/21   . . . . . . . . . . . . . . . . .       1,367,248
                                         3,698,162  Resolution Trust Corp., Series 1992 A2A, 7.5%,
                                                     8/25/23  . . . . . . . . . . . . . . . . . .       3,591,839
                                         6,108,000  Resolution Trust Corp., Series 1992 A2C, 7.5%,
                                                     8/25/23  . . . . . . . . . . . . . . . . . .       6,066,008
                                         1,185,520  Resolution Trust Corp., Series 1992-7,
                                                     Class A-2B, 8.35%, 6/25/29   . . . . . . . .       1,182,372
                                            49,550  Resolution Trust Corp. Series 1992-5 A-3,
                                                     8.75%, 5/25/26   . . . . . . . . . . . . . .          48,249
                                           905,000  Resolution Trust Corp., Series A, Zero Coupon,
                                                     7/15/97  . . . . . . . . . . . . . . . . . .         744,299
                                        16,320,000  Ryland Acceptance Corp., Four, Series 97-H,
                                                     8.95%, 8/20/19   . . . . . . . . . . . . . .      16,422,000
                                         7,050,000  Sears Mortgage Security Corp., Series
                                                     1993-11T4, 7.125%, 11/25/20  . . . . . . . .       6,318,563
                                                                                                      -----------
                                                    TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
                                                     (Cost $541,430,907)  . . . . . . . . . . . .     494,216,434
                                                                                                      -----------
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
                                                                                                         INVESTMENT PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of           Principal                                                                 Market
                          Portfolio       Amount ($)                                                                Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>    <C>                                                              <C>
                             5.1%                  FOREIGN BONDS - U.S. $ DENOMINATED
                                         ------------------------------------------------------------------------------------ 

                                                  15,479,940  Comision Federal de Electricidad Promissory
                                                               Note, 5.5%, 6/22/98  . . . . . . . . . . . . . .    13,704,205
                                                  11,900,000  Korea Development Bank Medium-Term
                                                               Note, 8.67%, 3/15/95   . . . . . . . . . . . . .    11,945,220
                                                   2,000,000  Third Mexican Acceptance Corp., 7.37%,
                                                               3/15/98  . . . . . . . . . . . . . . . . . . . .     1,950,000
                                                  32,000,000  United Mexican States Tesobonos, 1/26/95  . . . .    31,694,400
                                                   9,084,000  United Mexican States Tesobonos, 3/23/95  . . . .     8,820,019
                                                  43,135,000  United Mexican States Tesobonos, 8/17/95  . . . .    39,563,422
                                                                                                                  -----------
                                                              TOTAL FOREIGN BONDS - U.S. $
                                                               DENOMINATED (Cost $110,530,743)  . . . . . . . .   107,677,266
                                                                                                                  -----------
                             2.5%                  FOREIGN BONDS - NON U.S. $ DENOMINATED
                                         ------------------------------------------------------------------------------------ 
                                          MXN     50,487,600  Certificados de la Tesoreria, 1/19/95 . . . . . .     9,928,279
                                          CLP    131,460,000  Citibank Chilean Time Deposit, 16.5%, 1/10/95 . .       327,830
                                          MXN    124,178,612  Nacional Financiera Pagare, 1/5/95  . . . . . . .    24,774,552
                                          MXN     90,641,619  Nacional Financiera Pagare, 1/19/95   . . . . . .    17,949,395
                                                                                                                  -----------
                                                              TOTAL FOREIGN BONDS - NON U.S. $
                                                               DENOMINATED (Cost $75,319,718)   . . . . . . . .    52,980,056
                                                                                                                  -----------
                            24.5%                  ASSET-BACKED SECURITIES
                                         ------------------------------------------------------------------------------------ 
AUTOMOBILE RECEIVABLES       3.1%
                                                  25,000,000  Ford Motor Credit Co. Series 1992 3A
                                                               Automobile Loan Master Trust,
                                                               5.625%, 10/15/97   . . . . . . . . . . . . . . .    24,640,500
                                                   4,028,792  Navistar Financial Corp., Series 1993-A,
                                                               4.8%, 10/15/98   . . . . . . . . . . . . . . . .     3,909,177
                                                  14,155,261  Premier Auto Trust Asset Backed Certificate,
                                                               Series 1993-2, 5%, 10/15/98  . . . . . . . . . .    13,628,827
                                                   3,715,442  Premier Auto Trust, Series 1994-1, 4.7%, 2/2/00 .     3,536,637
                                                  10,129,539  Premier Auto Trust, Series 1993-5,
                                                               4.875%, 1/3/00   . . . . . . . . . . . . . . . .     9,645,144
                                                   7,967,283  Premier Auto Trust Asset Backed Certificate,
                                                               4.45%, 3/2/99  . . . . . . . . . . . . . . . . .     7,561,429
                                                   1,079,450  Select Automobile Receivables Trust, Series
                                                               1991-A, 7.4%, 5/15/96  . . . . . . . . . . . . .     1,079,450
                                                   1,077,245  Western Financial Corp., 1991-2A Grantor
                                                               Trust, 7.3%, 10/1/96   . . . . . . . . . . . . .     1,075,899
                                                                                                                  -----------
                                                                                                                   65,077,063
                                                                                                                  -----------
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER SHORT TERM BOND FUND
- -------------------------------------------------------------------------------------------------------------------    
<CAPTION>
                            % of           Principal                                                        Market
                          Portfolio       Amount ($)                                                      Value ($)
- -------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>                                                              <C>
CREDIT CARD RECEIVABLES     6.6%  
                                        1,910,000  Discover Credit Card Trust, Series 1993-A,
                                                    6.8%, 8/15/00  . . . . . . . . . . . . . . . . .      1,812,705
                                        4,720,000  Discover Credit Card Trust, Series 1991-D,
                                                    8.375%, 10/16/00   . . . . . . . . . . . . . . .      4,683,090
                                       11,000,000  Discover Credit Card Trust, Series 1991-B,
                                                    8.85%, 7/16/98   . . . . . . . . . . . . . . . .     11,048,070
                                       14,689,769  First USA Bank, Series 1994-1, 7.45%, 4/15/99 . .     13,977,315
                                        2,106,573  First USA Credit Card Trust, Series 1989 B,
                                                    8.7%, 5/31/96  . . . . . . . . . . . . . . . . .      2,106,573
                                        1,965,000  Household Credit Card Trust, Series 1993-3B,
                                                    4.95%, 3/15/99   . . . . . . . . . . . . . . . .      1,847,100
                                       25,200,000  MBNA Credit Card Trust, Series 1991-1A
                                                    Pass-thru Certificate, 7.25%, 6/15/99  . . . . .     24,687,936
                                        2,500,000  Signet Credit Card Trust, Series 1990-1A
                                                    Participating Certificate, 9%, 6/15/97   . . . .      2,507,800
                                       34,700,000  Standard Credit Card Trust, Series 1994-1A,
                                                    4.65%, 3/7/99  . . . . . . . . . . . . . . . . .     32,384,859
                                       41,700,000  Standard Credit Card Trust, Series 1992-2A,
                                                    5.875%, 7/7/95   . . . . . . . . . . . . . . . .     41,387,250
                                        2,250,000  Standard Credit Card Trust, Series 1991-6B,

                                                    8.35%, 1/7/00  . . . . . . . . . . . . . . . . .      2,236,635
                                        2,000,000  Standard Credit Card Trust, Series 1990-6B,
                                                    9.625%, 1/7/99   . . . . . . . . . . . . . . . .      2,054,360
                                                                                                        -----------
                                                                                                        140,733,693
                                                                                                        -----------

HOME EQUITY LOANS           8.4%
                                        2,021,870  AFC Home Equity Loan Trust, Series 1993-3A,
                                                    5.45%, 6/20/14   . . . . . . . . . . . . . . . .      1,819,683
                                        1,463,148  AFC Home Equity Loan Trust, Series 1992-3A,
                                                    7.05%, 8/15/07   . . . . . . . . . . . . . . . .      1,375,359
                                        3,424,235  AFC Home Equity Loan Trust, Series 1990-3A,
                                                    9.6%, 9/15/05  . . . . . . . . . . . . . . . . .      3,304,386
                                        2,924,302  BCI Home Equity Loan, Series 1991 B,
                                                    7.5%, 9/15/06  . . . . . . . . . . . . . . . . .      2,902,370
                                        2,238,109  CTS Home Equity Loan Trust, Series 1991-1A,
                                                    8.8%, 1/15/06  . . . . . . . . . . . . . . . . .      2,233,207
                                       21,325,000  Contimortgage Home Equity Loan Trust, Series
                                                    1994-5 A1, 9.07%, 5/15/06  . . . . . . . . . . .     21,444,953
                                        1,536,930  Contimortgage Home Equity Loan Trust, Series
                                                    1991-1, 9.52%, 3/15/06   . . . . . . . . . . . .      1,569,205
                                        5,062,659  Equity Credit Corp. Home Equity Loan Trust,
                                                    5.3%, 9/15/08  . . . . . . . . . . . . . . . . .      4,605,440
                                        3,776,404  Equity Credit Corp. Home Equity Loan Trust,
                                                    Series 1993-4B, 5.65%, 12/15/08  . . . . . . . .      3,430,629
                                        6,451,860  Fleet Financial Home Equity Trust, Series
                                                    1991-2A, 6.65%, 10/16/06   . . . . . . . . . . .      6,264,356
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
                                                                                                INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of           Principal                                                        Market
                          Portfolio       Amount ($)                                                       Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>                                                             <C>
                                          8,949,812  Home Equity Loan Trust, Series 1992 A, 6.65%,
                                                      11/20/12   . . . . . . . . . . . . . . . . .         8,527,471
                                          1,954,557  Home Equity Loan Trust, Series 1992 B, 6.85%,
                                                      11/20/12   . . . . . . . . . . . . . . . . .         1,855,598
                                          4,328,868  Household Finance Home Equity Trust, Series
                                                      1992-2 A3, 5.25%, 10/20/07   . . . . . . . .         4,182,768
                                          2,329,483  Old Stone Credit Corp. Home Equity Loan,
                                                      Series 1993-1, 5.85%, 3/15/08  . . . . . . .         2,160,595
                                          8,642,884  Old Stone Credit Corp. Home Equity Loan,
                                                      Series 1992-3 A2, 6.3%, 8/25/07  . . . . . .         8,029,758
                                          9,591,426  Old Stone Credit Corp. Home Equity Loan,
                                                      Series 1992-2, 6.95%, 5/15/07  . . . . . . .         9,135,833
                                          3,231,881  Old Stone Credit Corp., Series 1991-2, 8.42%,
                                                      9/15/06  . . . . . . . . . . . . . . . . . .         3,205,622
                                          3,790,115  Security Pacific Home Equity Loan Trust,
                                                      Series 1991-2A, 8.1%, 6/15/20  . . . . . . .         3,794,853
                                          4,483,479  Security Pacific Home Equity Loan Trust,
                                                      Series 1991-2B, 8.15%, 6/15/20   . . . . . .         4,414,792
                                         15,600,000  Security Pacific Home Equity Trust, Series
                                                      1991-A B, 10.5%, 3/10/06   . . . . . . . . .        15,999,750
                                         33,686,451  TMS Home Equity Loan Trust, Series 1993-D,
                                                      5.075%, 2/15/18  . . . . . . . . . . . . . .        31,440,687
                                          4,903,854  TMS Home Equity Loan Trust, Series 1992-C1,
                                                      6.2%, 10/15/07   . . . . . . . . . . . . . .         4,523,805
                                         21,700,000  TMS Home Equity Loan Trust, Series 1994-D,
                                                      7.625%, 9/15/04  . . . . . . . . . . . . . .        21,598,292
                                          2,033,882  U.S. Home Equity Loan, Series 1991-2C, 8.5%,
                                                      4/15/21  . . . . . . . . . . . . . . . . . .         2,030,689
                                          9,700,000  U.S. Home Equity Loan, Series 1991-2B,
                                                      9.125%, 4/15/21  . . . . . . . . . . . . . .         9,627,250
                                                                                                         -----------
                                                                                                         179,477,351
MANUFACTURED HOUSING                                                                                     -----------
 RECEIVABLES                6.4%
                                          6,584,709  Chemical Financial Acceptance Corp.
                                                      Housing Trust, Series 1989 A, Participating
                                                      Certificate, 9.25%, 5/15/98  . . . . . . . .         6,625,863
                                         27,917,222  Green Tree Financial Corp. Securitized NIM
                                                      Series 1994B, 7.85%, 7/15/04   . . . . . . .        27,219,291
                                         28,084,682  Green Tree Financial Corp., Securitized NIM,
                                                      Series 1994A, 6.9%, 2/15/04  . . . . . . . .        26,750,660
                                          7,511,726  Merrill Lynch Mortgage Investors Inc.,
                                                      Series 1992-B A4, 7.85%, 4/15/12   . . . . .         7,368,477
                                          4,456,940  Merrill Lynch Mortgage Investors Inc.,
                                                      Series 1992-D, 7.95%, 7/15/17  . . . . . . .         4,349,662
                                         14,678,038  Merrill Lynch Mortgage Investors Inc.,
                                                      Series 1992-B, 8.5%, 4/15/12   . . . . . . .        14,246,797
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
SCUDDER SHORT TERM BOND FUND
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of           Principal                                                          Market
                          Portfolio       Amount ($)                                                         Value ($)
- ----------------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>                                                                <C>
                                         4,109,197  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1991-C, 8.9%, 7/15/11   . . . . . . . . . .      4,069,379
                                         6,874,938  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1991-G, 9.15%, 10/15/11   . . . . . . . . .      6,761,020
                                         1,468,135  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1991-B, 9.2%, 4/15/11   . . . . . . . . . .      1,471,336
                                         6,277,106  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1990-H, 9.25%, 1/15/11  . . . . . . . . . .      6,286,899
                                         4,487,848  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1991-A, 9.25%, 5/15/08  . . . . . . . . . .      4,487,848
                                           400,038  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1988-H, 9.7%, 6/15/10   . . . . . . . . . .        401,410
                                         3,161,825  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1990-C, 9.7%, 6/15/09   . . . . . . . . . .      3,182,566
                                           538,299  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1989-F, 9.75%, 10/15/08   . . . . . . . . .        543,682
                                           869,564  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1988-Q, 9.8%, 9/15/08   . . . . . . . . . .        874,182
                                         5,532,938  Merrill Lynch Mortgage Investors Inc.,
                                                     Series 1990-I, 10%, 1/15/11  . . . . . . . . . . .      5,532,938
                                         8,125,000  Security Pacific Acceptance Corp.,
                                                     Series 1991-A2, 7.1%, 6/15/12  . . . . . . . . . .      7,932,031
                                         8,608,086  Security Pacific Acceptance Corp.,
                                                     Series 1991-2B, 8.55%, 9/15/11   . . . . . . . . .      8,411,649
                                                                                                           -----------
                                                                                                           136,515,690
                                                    TOTAL ASSET-BACKED SECURITIES                          -----------
                                                     (Cost $538,950,030)  . . . . . . . . . . . . . . .    521,803,797
                                                                                                           -----------

                            18.8%         CORPORATE BONDS
                                        ------------------------------------------------------------------------------
CONSUMER STAPLES             2.3%
                                         3,500,000  PepsiCo Inc., Medium-Term Note, 7.58%, 8/23/95  . .      3,507,000
                                        44,625,000  RJR Nabisco Inc., Medium-Term Note, 5.25%,
                                                     9/15/95  . . . . . . . . . . . . . . . . . . . . .     43,754,366
                                         1,410,000  RJR Nabisco Inc., Medium-Term Note,
                                                     6.8%, 9/1/01   . . . . . . . . . . . . . . . . . .      1,336,285
                                                                                                           -----------
                                                                                                            48,597,651
                                                                                                           -----------
FINANCIAL                    8.3%                                                                          
                                         5,000,000  American General Finance Corp., 8.875%,
                                                     3/15/96  . . . . . . . . . . . . . . . . . . . . .      5,048,950
                                         4,000,000  Associates Corp. of North America, 5.875%,
                                                     8/15/97  . . . . . . . . . . . . . . . . . . . . .      3,766,920
                                         6,000,000  Associates Corp. of North America, 8.75%,
                                                     2/1/96   . . . . . . . . . . . . . . . . . . . . .      6,047,520
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
<TABLE>
                                                                                                INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
                         % of           Principal                                                           Market
                       Portfolio       Amount ($)                                                          Value ($)
- --------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>                                                                <C>
                                      14,000,000  British Aerospace Finance Inc., 7.15%, 6/24/97  . .     13,620,600
                                      10,000,000  Discover Credit Corp. Medium-Term Note,
                                                   6.77%, 5/15/95   . . . . . . . . . . . . . . . . .      9,982,400
                                       4,000,000  Discover Credit Corp. Medium-Term Note,
                                                   6.81%, 5/15/95   . . . . . . . . . . . . . . . . .      3,993,520
                                       5,000,000  Discover Credit Corp. Medium-Term Note,
                                                   Series 2, 8.73%, 8/15/96   . . . . . . . . . . . .      5,038,500
                                      18,725,000  First Fidelity Bancorp., 8.5%, 4/1/98 . . . . . . .     18,747,096
                                      13,000,000  First Fidelity Bancorp., 9.75%, 5/25/95 . . . . . .     13,128,180
                                       5,000,000  First Union Corp., 8.125%, 12/15/96   . . . . . . .      4,989,650
                                       6,500,000  Fleet/Norstar Financial Group Inc., 6.09%,
                                                   7/10/95  . . . . . . . . . . . . . . . . . . . . .      6,463,665
                                       4,000,000  Ford Motor Credit Co., 8.65%, 3/2/95  . . . . . . .      4,013,200
                                      11,000,000  Household Finance Corp., 9%, 9/1/95   . . . . . . .     11,106,370
                                       1,500,000  Household Finance Corp. Medium-Term Note,
                                                   10.08%, 4/1/96   . . . . . . . . . . . . . . . . .      1,540,260
                                       5,000,000  KB Ifima NV Guaranteed Floating Rate Note,
                                                   4/25/11  . . . . . . . . . . . . . . . . . . . . .      4,660,000
                                      18,000,000  Manufacturers Hanover Corp., 5.25%, 4/30/97   . . .     17,871,300
                                       4,000,000  Marine Midland Bank, 5.25%, 12/16/00  . . . . . . .      3,927,600
                                      21,520,000  The Money Store Inc., Series B, 9.16%, 9/9/97   . .     21,291,350
                                      20,000,000  World Savings & Loan Association of Oakland,
                                                   CA, Medium-Term Note, 5.83%, 12/18/95  . . . . . .     19,707,000
                                       2,500,000  World Savings & Loan Association of Oakland,
                                                   CA, 10.25%, 10/1/97  . . . . . . . . . . . . . . .      2,608,100
                                                                                                         -----------
                                                                                                         177,552,181
                                                                                                         -----------
 
MEDIA                       1.6%
                                      15,525,000  News America Holdings Inc., 9.125%, 10/15/99  . . .     15,648,424
                                      18,600,000  Time Warner Inc., senior note, 7.45%, 2/1/98  . . .     17,728,218
                                                                                                         -----------
                                                                                                          33,376,642
                                                                                                         -----------
SERVICE INDUSTRIES          0.1%
                                       2,000,000  Hertz Corp., 8%, 4/1/95   . . . . . . . . . . . . .      2,005,860
                                                                                                         -----------
DURABLES                    4.6%                                                                         
                                       6,813,687  Ford Motor Co., 8.42%, 12/30/96   . . . . . . . . .      6,840,942
                                      25,825,000  Lockheed Corp., 4.875%, 2/15/96   . . . . . . . . .     25,002,732
                                      45,000,000  Lockheed Corp., 5.875%, 3/15/98   . . . . . . . . .     41,891,400
                                      24,970,000  McDonnell Douglas Corp., Medium-Term
                                                   Note, 6.54%, 7/29/96   . . . . . . . . . . . . . .     24,202,173
                                                                                                         -----------
                                                                                                          97,937,247
                                                                                                         -----------
MANUFACTURING               1.9%
                                      13,775,000  Lyondell Petrochemical Co., 8.25%, 3/15/97  . . . .     13,629,949
                                      12,940,000  Lyondell Petrochemical Co., 9.95%, 6/1/96   . . . .     13,184,178
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
SCUDDER SHORT TERM BOND FUND
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of           Principal                                                          Market
                          Portfolio       Amount ($)                                                         Value ($)
- ----------------------------------------------------------------------------------------------------------------------
                             <S>        <C>                                                                <C>
                                        14,400,000  Lyondell Petrochemical Co., 10%, 6/1/99   . . . . .     14,935,824
                                                                                                           -----------
                                                                                                            41,749,951
                                                                                                           -----------
                                                    TOTAL CORPORATE BONDS (Cost $414,642,508)   . . . .    401,219,532
                                                                                                           -----------
                             0.2%         MEDIUM-TERM MUNICIPAL INVESTMENTS
                                        ------------------------------------------------------------------------------

                                         1,000,000  Massachusetts Industrial Finance Agency,
                                                     6%, 7/1/96   . . . . . . . . . . . . . . . . . . .        973,050
                                         4,035,000  Virgin Islands Public Finance Authority,
                                                     7.5%, 10/1/95  . . . . . . . . . . . . . . . . . .      4,029,956
                                                                                                           -----------
                                                    TOTAL MEDIUM-TERM MUNICIPAL INVESTMENTS
                                                     (Cost $5,035,000)  . . . . . . . . . . . . . . . .      5,003,006
                                                                                                           -----------

                             6.7%         COUPON INDEXED SECURITIES
                                        ------------------------------------------------------------------------------

                                        24,850,000  Credit Suisse Medium-Term Note, inversely
                                                     indexed to 2 year Spanish Peseta Swap Rate,
                                                     3.44%, 7/8/96  . . . . . . . . . . . . . . . . . .     22,300,390
                                         7,200,000  Federal Home Loan Bank, inversely indexed
                                                     to 6 month U.S. LIBOR Rate, 0.813%, 3/23/98  . . .      5,490,000
                                        39,000,000  Federal Home Loan Bank, inversely indexed
                                                     to COFI, 4.832%, 10/28/98  . . . . . . . . . . . .     29,347,500
                                         5,183,586  Federal Home Loan Mortgage Corp., inversely
                                                     indexed to COFI, 9.774%, 8/15/08   . . . . . . . .      2,695,465
                                         9,932,013  Federal Home Loan Mortgage Corp., inversely
                                                     indexed to COFI, 10.27%, 5/15/08   . . . . . . . .      5,214,307
                                         1,192,909  Federal Home Loan Mortgage Corp., inversely
                                                     index to COFI, 10.432%, 10/15/08   . . . . . . . .        627,023
                                           828,152  Federal Home Loan Mortgage Corp., inversely
                                                     indexed to COFI, 12.042%, 9/15/07  . . . . . . . .        581,518
                                        12,140,325  Federal Home Loan Mortgage Corp., inversely
                                                     indexed to COFI, 9.492%, 4/15/08   . . . . . . . .      6,130,864
                                         5,500,000  Federal National Mortgage Association,
                                                     inversely indexed to COFI, 9.306%, 7/25/08   . . .      2,715,625
                                        52,400,000  Federal National Mortgage Association
                                                     Medium-Term Note, inversely indexed to 30
                                                     day Commercial Paper Bond Equivalent Yield,
                                                     9.949%, 12/29/97   . . . . . . . . . . . . . . .  .    50,042,000
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
                                                                                               INVESTMENT PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
                             % of       Principal                                                            Market
                          Portfolio     Amount ($)                                                        Value ($)
- -------------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>                                                             <C>
                                       5,423,725  Federal National Mortgage Association REMIC,
                                                   inversely indexed to COFI, 10.532%, 11/25/07 . . .     3,308,473
                                      13,825,000  Student Loan Marketing Association, inversely
                                                   indexed to 6 month LIBOR Bond Equivalent
                                                   Yield, 11.938%, 8/22/95  . . . . . . . . . . . . .    13,963,250
                                                                                                      -------------     
                                                  TOTAL COUPON INDEXED SECURITIES
                                                   (Cost $178,930,407)  . . . . . . . . . . . . . . .   142,416,415
                                                                                                      -------------
                         2.3%        PRINCIPAL INDEXED SECURITIES
                                     ------------------------------------------------------------------------------

                                      30,000,000  Plus Capital Co., Ltd., collateralized by
                                                   United Mexican States adjustable bonds,
                                                   7.875%, 1/15/95  . . . . . . . . . . . . . . . . .    27,900,000
                                      25,000,000  Plus Capital Co., Ltd., collateralized by
                                                   United Mexican States adjustable bonds, Zero
                                                   Coupon, 1/17/95  . . . . . . . . . . . . . . . . .    20,500,000
                                                                                                      -------------     
                                                  TOTAL PRINCIPAL INDEXED SECURITIES
                                                   (Cost $54,948,999)   . . . . . . . . . . . . . . .    48,400,000
                                                                                                      -------------
                         0.5%        CONVERTIBLE BONDS
                                     ------------------------------------------------------------------------------     
FINANCIAL                0.1%
Real Estate                            2,500,000  Health Care Property Investors Inc., 6%, 11/8/00        2,187,500
                                                                                                      -------------     
ENERGY                   0.4%
Oilfield Services/
Equipment                             14,850,000  Halliburton Co., Zero Coupon, 3/13/06 . . . . . . .     7,387,875
                                                                                                      -------------
                                                  TOTAL CONVERTIBLE BONDS
                                                   (Cost $9,669,872)  . . . . . . . . . . . . . . . .     9,575,375
                                                                                                      -------------
                         0.1%        PURCHASED OPTIONS
                                     ------------------------------------------------------------------------------

                                       2,250,000  Put on Eurodollar Futures, strike price 91.75,
                                                   expire 9/16/95   . . . . . . . . . . . . . . . . .     1,192,500
                                       2,250,000  Put on Eurodollar Futures, strike price 92,
                                                   expire 6/19/95   . . . . . . . . . . . . . . . . .       900,000
                                       2,250,000  Put on Eurodollar Futures, strike price 92.75,
                                                   expire 3/13/95   . . . . . . . . . . . . . . . . .       495,000
                                                                                                      -------------
                                                  TOTAL PURCHASED OPTIONS
                                                   (Cost $2,657,250)  . . . . . . . . . . . . . . . .     2,587,500
                                                                                                      -------------
- -------------------------------------------------------------------------------------------------------------------
                                                  TOTAL INVESTMENT PORTFOLIO -- 100.0%
                                                   (Cost $2,282,185,046)(a)   . . . . . . . . . . . . 2,130,051,141
                                                                                                      -------------

</TABLE>
The accompanying  notes are  an integral  part  of the financial statements.





<PAGE>
SCUDDER SHORT TERM BOND FUND
- -------------------------------------------------------------------------------

        (a)      The cost for federal income tax purposes was $2,282,185,046.
                 At December 31, 1994, net unrealized depreciation for all
                 securities based on tax cost was $152,133,905.  This
                 consisted of aggregate gross unrealized appreciation for all
                 securities in which there was an excess of market value
                 over tax cost of $2,871,110 and aggregate gross
                 unrealized depreciation for all securities in which there
                 was an excess oftax cost over market value of $155,005,015.

        (b)      At December 31, 1994, this security, in part, has been
                 pledged to cover initial margin requirements for open futures
                 contracts sold short.

<TABLE>
AT DECEMBER 31, 1994, OPEN FUTURES CONTRACTS SOLD SHORT WERE AS FOLLOWS (NOTE A):
<CAPTION>
                                                                                Aggregate          Market
                                  Futures           Expiration    Contracts    Face Value ($)      Value ($)
                                  ----------------------------------------------------------------------------
                                  <S>                 <C>        <C>            <C>               <C>
                                  Eurodollars        Dec. 1995    1,400         323,970,450        320,145,000
                                  Eurodollars        Mar. 1996    1,400         323,701,625        320,425,000
                                  Eurodollars        Jun. 1996    1,400         323,227,250        320,670,000
                                  Eurodollars        Sep. 1996    1,400         322,844,500        320,845,000
                                  Eurodollars        Dec. 1996    1,400         322,372,725        320,845,000
                                  Eurodollars        Mar. 1997    1,400         321,641,070        321,195,000
                                  Eurodollars        Jun. 1997    1,400         321,427,795        321,370,000
                                                                  -----         -----------        -----------
                                                                  9,800       2,259,185,415      2,245,495,000
                                                                  =====       =============      =============
                          Total net unrealized appreciation on open futures contracts . . . . .     13,690,415
                                                                                                    ==========
                                                                                               
</TABLE>

                 Included in the portfolio are investments in mortgage or
                 asset-backed securities which are interests in separate pools
                 of mortgages or assets.  Effective maturities of these
                 investments will be shorter than stated maturities due to
                 prepayments.  All separate investments in each of the
                 Government National Mortgage Association issues which have
                 similar coupon rates have been aggregated for presentation
                 purposes in the investment portfolio.

<TABLE>
                            CURRENCY ABBREVIATIONS AND OTHER ACRONYMS USED IN THIS PORTFOLIO:
<CAPTION>
                            <S>      <C>
                            CLP      Chilean Peso
                            MXN      Mexican Peso
                            COFI     Cost of Funds Index
                            NIM      Net Interest Margin
                            LIBOR    London Inter-Bank Offering Rate
                            REMIC    Real Estate Mortgage Investment Conduit
                            STRIP    Separate Trading Registered Interest and Principal
</TABLE>





The accompanying notes are an integral part of the financial statements.
          

<PAGE>
<TABLE>
                                                                                                   FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------------------------------------------
                     STATEMENT OF ASSETS AND LIABILITIES
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                                     <C>
DECEMBER 31, 1994
ASSETS
Investments, at market (identified cost $2,282,185,046)
   (Note A) . . . . . . . . . . . . . . . . . . . . . . . .                                             $2,130,051,141
Cash  . . . . . . . . . . . . . . . . . . . . . . . . . . .                                                  6,607,580
Receivables:
   Investments sold . . . . . . . . . . . . . . . . . . . .                                                  3,619,972
   Interest . . . . . . . . . . . . . . . . . . . . . . . .                                                 20,572,514
   Fund shares sold . . . . . . . . . . . . . . . . . . . .                                                  3,020,424
   Daily variation margin on open futures contracts
      (Note A)  . . . . . . . . . . . . . . . . . . . . . .                                                  1,190,000
                                                                                                        --------------
      Total assets  . . . . . . . . . . . . . . . . . . . .                                              2,165,061,631
LIABILITIES
Payables:
   Fund shares redeemed . . . . . . . . . . . . . . . . . .     $13,444,956
   Investments purchased  . . . . . . . . . . . . . . . . .      10,838,642
   Dividends  . . . . . . . . . . . . . . . . . . . . . . .       3,159,432
   Accrued management fee (Note C)  . . . . . . . . . . . .         890,904
   Other accrued expenses (Note C)  . . . . . . . . . . . .         790,962
                                                                -----------
      Total liabilities . . . . . . . . . . . . . . . . . .                                                 29,124,896
                                                                                                        --------------
Net assets, at market value . . . . . . . . . . . . . . . .                                              2,135,936,735
                                                                                                        ==============
NET ASSETS
Net assets consist of:
   Unrealized appreciation (depreciation) on:
      Investments . . . . . . . . . . . . . . . . . . . . .                                               (152,133,905)
      Futures contracts . . . . . . . . . . . . . . . . . .                                                 13,690,415
   Accumulated net realized loss  . . . . . . . . . . . . .                                                (43,456,565)
   Shares of beneficial interest  . . . . . . . . . . . . .                                                  1,957,765
   Additional paid-in capital   . . . . . . . . . . . . . .                                              2,315,879,025
                                                                                                        --------------
Net assets, at market value . . . . . . . . . . . . . . . .                                             $2,135,936,735
                                                                                                        ==============
NET ASSET VALUE, offering and redemption price per
   share ($2,135,936,735 -:- 195,776,523 outstanding
   shares of beneficial interest, $.01 par value,
   unlimited number of shares authorized) . . . . . . . . .                                                     $10.91
                                                                                                                ======
</TABLE>


The accompanying notes are an integral part of the financial statements.



<PAGE>

<TABLE>
SCUDDER SHORT TERM BOND FUND
- ---------------------------------------------------------------------------------------------------------

                            STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1994
- ---------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                    <C>
INVESTMENT INCOME
Interest  . . . . . . . . . . . . . . . . . . . . . . . .                                  $  207,436,125
                                                                      
Expenses:
Management fee (Note C) . . . . . . . . . . . . . . . . .           $  12,415,709
Services to shareholders (Note C) . . . . . . . . . . . .               5,080,612
Trustees' fees (Note C) . . . . . . . . . . . . . . . . .                  13,974
Custodian fees  . . . . . . . . . . . . . . . . . . . . .               1,105,177
Reports to shareholders . . . . . . . . . . . . . . . . .                 662,158
Federal and state registration  . . . . . . . . . . . . .                 132,574
Legal . . . . . . . . . . . . . . . . . . . . . . . . . .                  42,345
Auditing  . . . . . . . . . . . . . . . . . . . . . . . .                  87,155
Other . . . . . . . . . . . . . . . . . . . . . . . . . .                 119,111              19,658,815
                                                                    -------------------------------------
Net investment income . . . . . . . . . . . . . . . . . .                                     187,777,310
                                                                                           --------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT
   TRANSACTIONS
Net realized gain (loss) from:
   Investments  . . . . . . . . . . . . . . . . . . . . .             (73,433,253)
   Futures  . . . . . . . . . . . . . . . . . . . . . . .              (1,771,309)
   Options  . . . . . . . . . . . . . . . . . . . . . . .               1,138,746
   Foreign currency related transactions  . . . . . . . .              (5,703,227)            (79,769,043)
                                                                    --------------  
Net unrealized appreciation (depreciation)
   during the period on:
   Investments  . . . . . . . . . . . . . . . . . . . . .            (202,883,212)
   Futures  . . . . . . . . . . . . . . . . . . . . . . .              13,690,415
   Options  . . . . . . . . . . . . . . . . . . . . . . .                 628,110
   Foreign currency related transactions  . . . . . . . .                 (62,210)           (188,626,897)
                                                                    -------------------------------------  
Net loss on investment transactions . . . . . . . . . . .                                    (268,395,940)
                                                                                           --------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  . .                                  $  (80,618,630)
                                                                                           ==============       
</TABLE>
The accompanying notes are an integral part of the financial statements.




<PAGE>
<TABLE>
                                                            FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------------------
                      STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------
<CAPTION>
                                                         YEARS ENDED DECEMBER 31,
                                                         ------------------------
INCREASE (DECREASE) IN NET ASSETS                        1994                1993
- -----------------------------------------------------------------------------------------
<S>                                                     <C>               <C>
Operations:
Net investment income . . . . . . . . . . . . . . .     $  187,777,310     $  218,430,196
Net realized gain (loss) from investment
   transactions . . . . . . . . . . . . . . . . . .        (79,769,043)         7,342,919
Net unrealized appreciation (depreciation) on
   investment transactions during the
   period . . . . . . . . . . . . . . . . . . . . .       (188,626,897)        10,509,177
                                                        --------------     --------------
Net increase (decrease) in net assets resulting
   from operations  . . . . . . . . . . . . . . . .        (80,618,630)       236,282,292
                                                        --------------     --------------
Distributions to shareholders from:
   Net investment income ($.64 and $.80 per
      share, respectively)  . . . . . . . . . . . .       (149,862,207)      (200,957,465)
                                                        --------------     --------------
   Net realized gains from investment
      transactions ($.03 per share) . . . . . . . .                 --         (7,342,919)
                                                        --------------     --------------
   In excess of realized gains from investment
      transactions ($.04 per share) . . . . . . . .                 --        (11,225,930)
                                                        --------------     --------------
   Tax return of capital ($.12 per share) . . . . .        (27,524,389)                --
                                                        --------------     --------------
Fund share transactions:
Proceeds from shares sold . . . . . . . . . . . . .      1,037,772,973      1,985,122,252
Net asset value of shares issued to
   shareholders in reinvestment of distributions  .        134,347,811        173,554,830
Cost of shares redeemed . . . . . . . . . . . . . .     (1,968,606,250)    (1,846,962,196)
                                                        --------------     --------------
Net increase (decrease) in net assets from
   Fund share transactions  . . . . . . . . . . . .       (796,485,466)       311,714,886
                                                        --------------     --------------
INCREASE (DECREASE) IN NET ASSETS . . . . . . . . .     (1,054,490,692)       328,470,864
                                                                      
Net assets at beginning of period . . . . . . . . .      3,190,427,427      2,861,956,563
                                                        --------------     --------------
NET ASSETS AT END OF PERIOD (including
   accumulated net investment loss
   of ($1,696,479) at December 31, 1993 . . . . . .     $2,135,936,735     $3,190,427,427
                                                        ==============     ==============
OTHER INFORMATION
Increase (decrease) in Fund shares
Shares outstanding at beginning of period . . . . .        265,610,358        239,890,892
                                                        --------------     --------------
Shares sold . . . . . . . . . . . . . . . . . . . .         89,258,004        164,136,014
Shares issued to shareholders in
   reinvestment of distributions  . . . . . . . . .         11,736,021         14,356,576
Shares redeemed . . . . . . . . . . . . . . . . . .       (170,827,860)      (152,773,124)
                                                        --------------     --------------
Net increase (decrease) in Fund shares  . . . . . .        (69,833,835)        25,719,466
                                                        --------------     --------------
Shares outstanding at end of period . . . . . . . .        195,776,523        265,610,358
                                                        ==============     ==============
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
SCUDDER SHORT TERM BOND FUND
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------------
THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD AND OTHER PERFORMANCE 
INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS.

<CAPTION>
                                                        Years Ended December 31,
                                -------------------------------------------------------------------------------------
                                  1994    1993(c)  1992    1991    1990    1989    1988    1987    1986    1985
                                -------------------------------------------------------------------------------------
<S>                             <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Net asset value,
 beginning of period. . . . .   $12.01  $11.93   $12.25  $11.72  $11.71  $11.19  $11.23  $11.92  $11.35  $10.26
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Income from investment
 operations:
 Net investment income (a). .      .81     .87      .97    1.08    1.09     .83     .73     .74     .81     .96
 Net realized and
   unrealized gains
   (losses) . . . . . . . . .    (1.15)    .08     (.33)    .53     .01     .61    (.04)   (.58)    .78    1.09
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Total from investment
 transactions   . . . . . . .     (.34)    .95      .64    1.61    1.10    1.44     .69     .16    1.59    2.05
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Less distributions from:
 Net investment income. . . .     (.64)   (.80)    (.96)  (1.08)  (1.09)   (.83)   (.73)   (.74)   (.81)   (.96)
 Net realized gains . . . . .       --    (.03)      --      --      --    (.09)     --    (.11)   (.21)     --
 In excess of gains . . . . .       --    (.04)      --      --      --      --      --      --      --      --
 Tax return of capital. . . .     (.12)     --       --      --      --      --      --      --      --      --
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Total distributions . . . . .     (.76)   (.87)    (.96)  (1.08)  (1.09)   (.92)   (.73)   (.85)  (1.02)   (.96)
                                ------  ------   ------  ------  ------  ------  ------  ------  ------  ------
Net asset value,
 end of period  . . . . . . .   $10.91  $12.01   $11.93  $12.25  $11.72  $11.71  $11.19  $11.23  $11.92  $11.35
                                ======  ======   ======  ======  ======  ======  ======  ======  ======  ======
TOTAL RETURN (%)  . . . . . .    (2.87)   8.18     5.43   14.38    9.88   13.20    6.10    1.40   14.70   20.30
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
 ($ millions)   . . . . . . .    2,136   3,190    2,862   2,247     340      72      10      10       8       5
Ratio of operating
 expenses net, to average
 net assets (%)(a)  . . . . .      .73     .68      .75     .44     .16     .36    1.50    1.45    1.45    1.27
Ratio of net investment
 income to average
 net assets (%)   . . . . . .     6.93    7.21     8.01    8.96    9.36    7.97    6.48    6.34    6.89    8.82
Portfolio turnover rate (%) .     65.3    66.1     83.7(b) 41.0    52.9    40.0    23.5    28.7    15.6    58.1
<FN>
(a) Portion of expenses
     reimbursed by the
     Adviser  . . . . . . . .   $   --  $   --   $   --   $  --  $  .02  $  .10   $ .04  $  .04   $  --    $.02
    Management fee not
     imposed by the
     Adviser (Note C) . . . .   $   --  $   --   $   --   $ .06  $  .07  $  .05   $  --   $  --   $ .01    $.07
    Ratio of operating expenses, including expenses reimbursed, management fee and other expenses not imposed, 
     to average daily net assets aggregated .78%, 1% and 1.19% for the years ended December 31, 1992, 1991 
     and 1990, respectively.
(b) The high turnover rate reflects an increase in principal prepayments on
     mortgage securities in the Fund.
(c) Per share amounts have been calculated using weighted average shares outstanding.  

    On July 3, 1989, the Fund adopted its present name and objective. Prior to that date, the Fund 
    was known as the General 1994 Portfolio of Scudder Target Fund and its objectives were current 
    income, capital preservation, and possible capital appreciation.  Financial information prior 
    to July 3, 1989 should not be considered representative of the present Fund.

</TABLE>



<PAGE>
                                                  NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------

Scudder Short Term Bond Fund (the "Fund") is a diversified series of Scudder
Funds Trust (the "Trust"). The Trust is organized as a Massachusetts business
trust and is registered under the Investment Company Act of 1940, as amended,
as an open-end, management investment company. The policies described below are
followed consistently by the Fund in the preparation of its financial
statements in conformity with generally accepted accounting principles.

SECURITY VALUATION. Portfolio debt securities with remaining maturities greater
than sixty days are valued by pricing agents approved by the officers of the
Fund, which quotations reflect broker/dealer-supplied valuations and electronic
data processing techniques. If the pricing agents are unable to provide such
quotations, the most recent bid quotation supplied by a bona fide market maker
shall be used. Short-term investments having a maturity of sixty days or less
are valued at amortized cost. All other securities are valued at their fair
value as determined in good faith by the Valuation Committee of the Board of
Trustees.

OPTIONS. The Fund may write (sell) exchange-listed and over-the-counter call
and put options on securities, currencies and other financial instruments. When
the Fund writes a call, it gives the purchaser of the call option the right to
buy the underlying security or currency at the price specified in the option
(the "exercise price") at any time during the option period, generally ranging
up to nine months. When the Fund writes a put option, it gives the purchaser of
the put option the right to sell the underlying security or currency to the
Fund at the exercise price at any time during the option period, generally
ranging up to nine months. If the option expires unexercised, the Fund will
realize income, in the form of a capital gain, to the extent of the amount
received for the option (the "premium"). If the option is exercised, a decision
over which the Fund has no control, the Fund must sell the underlying security
or currency to the option holder or purchase the underlying security or
currency from the option holder at the exercise price. Certain options,
including options on indices will require cash settlement by the Fund if the
option is exercised. By writing a call option, the Fund foregoes, in exchange
for 



<PAGE>
SCUDDER SHORT TERM BOND FUND
- --------------------------------------------------------------------------------

the premium less the commission ("net premium"), the opportunity to profit
during the option period from an increase in the market value of the underlying
security or currency above the exercise price.

By writing a put option, the Fund, in exchange for the net premium received,
accepts the risk of a decline in the market value of the underlying security or
currency below the exercise price. The liability representing the Fund's
obligation under an exchange traded written call or put option is valued at the
last sale price or, in the absence of a sale, the mean between the closing bid
and asked price or at the most recent asked price if no bid and asked price are
available. Over the counter written options are valued using dealer supplied
valuations.

In addition, the Fund may purchase, singly and in combination, call and put
options on securities, currencies and securities indices. Exchange traded
purchased options are valued at the last sales price or, in the absence of a
sale, the mean between the closing bid and asked prices or at the most recent
bid price if no bid and asked prices are available. Over-the-counter purchased
options are valued using dealer supplied valuations.

OPTIONS ON FUTURES CONTRACTS. The Fund may purchase and write (sell) call and
put options on futures contracts which are traded for bona fide hedging
purposes. Options on futures contracts will be valued in accordance with the
security and options valuation policies described above.

FUTURES CONTRACTS. The Fund may enter into interest rate, securities index and
currency futures contracts for bona fide hedging purposes. During the period,
to shorten portfolio duration, the Fund sold short Eurodollar futures
contracts. Upon entering into a futures contract, the Fund is required to
deposit with a broker an amount ("initial margin") equal to a certain
percentage of the purchase price indicated in the futures contract. Subsequent
payments ("variation margin") are made or received by the Fund each day,
dependent on the daily fluctuations in the value of the underlying security,
and are recorded for financial reporting purposes as unrealized gains or losses
by the Fund. When entering into a closing transaction, the Fund will realize,
for book purposes, a gain or loss equal to the difference between the value of
the futures contract to sell and the futures contract to buy.



<PAGE>
                                                  NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

Futures contracts are valued at the most recent settlement price. Certain risks
may arise upon entering into futures contracts from the contingency of
imperfect market conditions.

INDEXED SECURITIES. Indexed securities held by the Fund are investments whose
value is indexed to another financial instrument, index, currency, or commodity
(the "reference instrument"). For principal indexed securities, the principal
amount payable at maturity may be more or less than the amounts shown depending
on fluctuations in the value of the reference instrument. For coupon indexed
securities, the principal amount payable at maturity is fixed. However, the
coupon is indexed to the reference instrument.  The price sensitivity of these
securities may be greater than that of non-indexed securities with similar
maturities.

FOREIGN CURRENCY TRANSLATIONS. The books and records of the Fund are maintained
in U.S. dollars. Foreign currency transactions are translated into U.S. dollars
on the following basis:

        (i)   market value of investment securities, other assets and
              liabilities at the daily rates of exchange, and

        (ii)  purchases and sales of investment securities, interest income
              and certain expenses at the rates of exchange prevailing on the
              respective dates of such transactions.

The Fund does not isolate that portion of gains and losses on investments which
is due to changes in foreign exchange rates from that which is due to changes
in market prices of the investments. Such fluctuations are included with the
net realized and unrealized gains and losses from investments.

Net realized and unrealized gain (loss) from foreign currency related
transactions includes gains and losses between trade and settlement dates on
securities transactions, gains and losses arising from the sales of foreign
currency, and gains and losses between the ex and payment dates on interest and
foreign withholding taxes.



<PAGE>
SCUDDER SHORT TERM BOND FUND
- --------------------------------------------------------------------------------

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. In connection with portfolio
purchases and sales of securities denominated in a foreign currency, the Fund
may enter into forward foreign currency exchange contracts ("contracts").
Additionally, the Fund may enter into contracts to hedge certain other foreign
currency denominated assets. Contracts are recorded at market value. Certain
risks may arise upon entering into these contracts from the potential inability
of counterparties to meet the terms of their contracts.  Realized and
unrealized gains and losses arising from such transactions are included in net
realized and unrealized gain (loss) from foreign currency related transactions.

FEDERAL INCOME TAXES. It is the Fund's policy to comply with the requirements
of the Internal Revenue Code which are applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Accordingly, the Fund paid no federal income taxes and no provision for federal
income taxes was required.

At December 31, 1994, the Fund had a net tax basis capital loss carryforward of
approximately $27,264,000 which may be applied against any realized net taxable
capital gains of each succeeding year until fully utilized or until December
31, 2002, the expiration date.

In addition, from November 1, 1994 through December 31, 1994, the Fund incurred
approximately $19,600,000 of net realized currency losses. As permitted by tax
regulations, the Fund intends to elect to defer these losses and treat them as
arising in the fiscal year ended December 31, 1995.

DISTRIBUTION OF INCOME AND GAINS. Substantially all of the net investment
income of the Fund is declared as a dividend to shareholders of record as of
the close of business each day and is paid to shareholders monthly. During any
particular year, net realized gains from investment transactions, in excess of
available capital loss carryforwards, would be taxable to the Fund if not
distributed and, therefore, will be distributed to shareholders. An additional
distribution may be made to the extent necessary to avoid the payment of a four
percent federal excise tax. Distributions of net realized capital gains to
shareholders are recorded on the ex-dividend date.



<PAGE>
                                                 NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------

The timing and characterization of certain income and capital gains
distributions are determined in accordance with federal tax regulations which
may differ from generally accepted accounting principles. These differences
primarily relate to investments in foreign denominated investments,
mortgage-backed securities, and certain securities sold at a loss. As a result,
net investment income and net realized gain (loss) on investment transactions
for a reporting period may differ significantly from distributions during such
period. Accordingly, the Fund may periodically make reclassifications among
certain of its capital accounts without impacting the net asset value of the
Fund.

The Fund uses the identified cost method for determining realized gain or loss
on investments for both financial and federal income tax reporting purposes.

OTHER. Investment security transactions are accounted for on a trade date
basis. Interest income is recorded on the accrual basis.  All original issue
discounts are accreted for both tax and financial reporting purposes.

B. PURCHASES AND SALES OF SECURITIES
- -------------------------------------------------------------------------------
For the year ended December 31, 1994, purchases and sales of investment
securities (excluding short-term investments and U.S.  Government obligations)
aggregated $1,407,666,008 and $1,778,976,271, respectively. Purchases and sales
of U.S. Government obligations aggregated $76,872,422 and $254,795,335,
respectively.

The face value of futures contracts opened and closed during the year ended
December 31, 1994 amounted to $3,038,216,692 and $779,031,277, respectively.

Transactions in written options for the year ended December 31, 1994 are
summarized as follows:

<TABLE>
<CAPTION>
                           OPTIONS CONTRACTS                       OPTIONS ON CURRENCIES
                        -------------------------     ---------------------------------------------     
                                                       GERMAN
                        NUMBER OF     PREMIUMS        DEUTSCHE        AUSTRALIAN        PREMIUMS
                        CONTRACTS    RECEIVED ($)      MARKS           DOLLARS         RECEIVED ($)
                        ---------    ------------     --------        ----------       ------------
<S>                      <C>          <C>           <C>              <C>               <C>
Beginning of Period . .   500          206,650               --       51,000,768          441,157
Written . . . . . . . .    --               --       97,440,000       89,000,000        1,720,025
Closed  . . . . . . . .  (500)        (206,650)     (97,440,000)     (95,500,768)      (1,718,407)
Expired . . . . . . . .    --               --               --      (44,500,000)        (442,775)
                         -----        ---------     ------------     ------------      -----------
End of Period . . . . .    --               --               --               --               --
                         =====        =========     ============     ============      ===========
</TABLE>



<PAGE>
SCUDDER SHORT TERM BOND FUND
- --------------------------------------------------------------------------------

C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Management Agreement") with
Scudder, Stevens & Clark, Inc. ("the Adviser"), the Adviser directs the
investments of the Fund in accordance with its investment objectives, policies,
and restrictions. The Adviser determines the securities, instruments, and other
contracts relating to investments to be purchased, sold or entered into by the
Fund. In addition to portfolio management services, the Adviser provides
certain administrative services in accordance with the Management Agreement.
The management fee payable under the Management Agreement is equal to an annual
rate of 0.60% on the first $500,000,000 of average daily net assets, 0.50% on
the next $500,000,000 of such net assets, 0.45% on the next $500,000,000 of
such net assets, 0.40% on the next $500,000,000 of such net assets, 0.375% on
the next $1,000,000,000 of such net assets and 0.35% on such net assets in
excess of $3,000,000,000, computed and accrued daily and payable monthly. The
Management Agreement also provides that if the Fund's expenses, exclusive of
taxes, interest, and extraordinary expenses, exceed specified limits, such
excess, up to the amount of the management fee, will be paid by the Adviser.
For the year ended December 31, 1994, the fee pursuant to the Management
Agreement amounted to $12,415,709, which was equivalent to an annualized
effective rate of .46% of the Fund's average daily net assets.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
Included in services to shareholders is $3,931,601 charged to the Fund by SSC
for the year ended December 31, 1994, of which $298,604 is unpaid at December
31, 1994.

The Trust pays each of its Trustees not affiliated with the Adviser $4,000
annually, divided equally among the series of the Trust, plus specified amounts
for attended board and committee meetings. For the year ended December 31,
1994, Trustees' fees aggregated $13,974.

<PAGE>
                                               REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE TRUSTEES OF SCUDDER FUNDS TRUST AND TO THE SHAREHOLDERS OF SCUDDER SHORT
TERM BOND FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Short Term Bond Fund as of December 31, 1994, and the related statement of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights
for each of the ten years in the period then ended. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Short Term Bond Fund as of December 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the ten years in the period then ended in conformity with generally accepted
accounting principles.

Boston, Massachusetts                    COOPERS & LYBRAND L.L.P.
February 22, 1995

<PAGE>
SCUDDER SHORT TERM BOND FUND
TAX INFORMATION
- --------------------------------------------------------------------------------

By now shareholders to whom year-end tax reporting is required by the IRS
should have received their Form 1099-DIV and tax information letter from the
Fund. For corporate shareholders no amount of the income dividends paid by the
Fund qualified for the dividends received deduction.

In many states the amount of income you receive from obligations of the U.S.
Government is exempt from your state income taxes. Of the Fund's dividends from
net investment income, 1.92% was derived from direct obligations of the U.S.
Government, 0.95% from the Student Loan Marketing Association and 1.23% from
the Federal Home Loan Bank.

Please consult a tax adviser if you have questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Investor
Relations Representative at (800) 225-5163.
<PAGE>

OFFICERS AND TRUSTEES

Daniel Pierce*
     President and Trustee

Lynn S. Birdsong*
     Trustee

Thomas J. Devine
     Trustee; Consultant

Peter B. Freeman
     Trustee; Corporate Director and Trustee

Wilson Nolen
     Trustee; Consultant

Juris Padegs*
     Trustee

Jerard K. Hartman*
     Vice President

Thomas W. Joseph*
     Vice President

David S. Lee*
     Vice President

Thomas F. McDonough*
     Vice President, Secretary and Assistant Treasurer

Pamela A. McGrath*
     Vice President and Treasurer

Edward J. O'Connell*
     Vice President and Assistant Treasurer

Thomas M. Poor*
     Vice President

Robert E. Pruyne*
     Vice President

Kathryn L. Quirk*
     Vice President and Assistant Secretary

Coleen Downs Dinneen*
     Assistant Secretary

* Scudder, Stevens & Clark, Inc.
     
INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

Money market
     Scudder Cash Investment Trust
     Scudder U.S. Treasury Money Fund
Tax free money market+
     Scudder Tax Free Money Fund
     Scudder California Tax Free Money Fund*
     Scudder New York Tax Free Money Fund*
Tax free+
     Scudder California Tax Free Fund*
     Scudder High Yield Tax Free Fund
     Scudder Limited Term Tax Free Fund
     Scudder Managed Municipal Bonds
     Scudder Massachusetts Limited Term Tax Free Fund*
     Scudder Massachusetts Tax Free Fund*
     Scudder Medium Term Tax Free Fund
     Scudder New York Tax Free Fund*
     Scudder Ohio Tax Free Fund*
     Scudder Pennsylvania Tax Free Fund*
     Growth and Income
     Scudder Balanced Fund
     Scudder Growth and Income Fund
Income
     Scudder Emerging Markets Income Fund
     Scudder GNMA Fund
     Scudder Income Fund
     Scudder International Bond Fund
     Scudder Short Term Bond Fund
     Scudder Short Term Global Income Fund
     Scudder Zero Coupon 2000 Fund
Growth
     Scudder Capital Growth Fund
     Scudder Development Fund
     Scudder Global Fund
     Scudder Global Small Company Fund
     Scudder Gold Fund
     Scudder Greater Europe Growth Fund
     Scudder International Fund
     Scudder Latin America Fund
     Scudder Pacific Opportunities Fund
     Scudder Quality Growth Fund
     Scudder Value Fund
     The Japan Fund
     
Retirement Plans and Tax-Advantaged Investments
     IRAs
     Keogh Plans
     Scudder Horizon Plan+++* (a variable annuity)
     401(k) Plans
     403(b) Plans
     SEP-IRAs
     Profit Sharing and Money Purchase Pension Plans

Closed-end Funds#
     The Argentina Fund, Inc.
     The Brazil Fund, Inc.
     The First Iberian Fund, Inc.
     The Korea Fund, Inc.
     The Latin America Dollar Income Fund, Inc.
     Montgomery Street Income Securities, Inc.
     Scudder New Asia Fund, Inc.
     Scudder New Europe Fund, Inc.
     Scudder World Income Opportunities Fund, Inc.

Institutional Cash Management
     Scudder Institutional Fund, Inc.
     Scudder Fund, Inc.
     Scudder Treasurers Trust(tm)++

For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +A portion of the income from
the tax-free funds may be subject to federal, state and local taxes. *Not
available in all states. +++A no-load variable annuity contract provided by
Charter National Life Insurance Company and its affiliate, offered by
Scudder's insurance agencies, 1-800-225-2470. #These funds, advised by
Scudder, Stevens & Clark, Inc., are traded on various stock exchanges.
++For information on Scudder Treasurers Trust(tm), an institutional cash
management service that utilizes certain portfolios of Scudder Fund, Inc.
($100,000 minimum), call: 1-800-541-7703.


HOW TO CONTACT SCUDDER

Account Service and Information

     For existing account service and transactions
     
     SCUDDER INVESTOR RELATIONS
     1-800-225-5163
     
     For account updates, prices, yields, exchanges and redemptions
     
     SCUDDER AUTOMATED INFORMATION LINE (SAIL)
     1-800-343-2890
     
Investment Information

     To receive information about the Scudder funds, for additional
     applications and prospectuses, or for investment questions
     
     SCUDDER INVESTOR RELATIONS
     1-800-225-2470
     
     For establishing 401(k) and 403(b) plans
     
     SCUDDER DEFINED CONTRIBUTION SERVICES
     1-800-323-6105
     
Please address all correspondence to

     THE SCUDDER FUNDS
     P.O. BOX 2291
     BOSTON, MASSACHUSETTS
     02107-2291
     
Or stop by a Scudder Funds Center

     Many shareholders enjoy the personal, one-on-one service of the
     Scudder Funds Centers. Check for a Funds Center near you--they can be
     found in the following cities:
     
          Boca Raton
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
          San Diego
          San Francisco
          Scottsdale
          
For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and trusts
which utilizes certain portfolios of Scudder Fund, Inc.* ($100,000
minimum), call: 1-800-541-7703.

For information on Scudder Institutional Funds,* funds designed to meet the
broad investment management and service needs of banks and other
institutions, call: 1-800-854-8525.

     Scudder Investor Relations and Scudder Funds Centers are services
     provided through Scudder Investor Services, Inc., Distributor.

*    Contact Scudder Investor Services, Inc., Distributor, to receive a
     prospectus with more complete information, including management fees
     and expenses. Please read it carefully before you invest or send
     money.


Celebrating 75 Years of Serving Investors

     Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark, Inc. was the first independent investment
counsel firm in the United States. Since its birth, Scudder's pioneering
spirit and commitment to professional long-term investment management have
helped shape the investment industry. In 1928, we introduced the nation's
first no-load mutual fund. Today we offer 36 pure no load(tm) funds,
including the first international mutual fund offered to U.S. investors.

     Over the years, Scudder's global investment perspective and dedication
to research and fundamental investment disciplines have helped Scudder
become one of the largest and most respected investment managers in the
world. Though times have changed since our beginnings, we remain committed
to our longstanding principles: managing money with integrity and
distinction, keeping the interests of our clients first; providing access
to investments and markets that may not be easily available to individuals;
and making investing as simple and convenient as possible through friendly,
comprehensive service.

<PAGE>


This information must be preceded or accompanied by a current prospectus.

Portfolio changes should not be considered recommendations for action by
individual investors.

Scudder
Zero Coupon
2000 Fund

Annual Report
December 31, 1994

*    For investors who seek as high an investment return over a select
period as is consistent with investment in U.S. government securities and
the minimization of reinvestment risk.

*    A pure no-load(tm) fund with no commissions to buy, sell, or exchange
shares.


CONTENTS

   2 Highlights
     
   3 Letter from the Fund's President
     
   4 Performance Update
     
   5 Portfolio Management Discussion
     
   9 Investment Portfolio
     
  10 Financial Statements
     
  13 Financial Highlights
     
  14 Notes to Financial Statements
     
  17 Report of Independent Accountants
     
  18 Tax Information
     
  21 Officers and Trustees
     
  22 Investment Products and Services
     
  23 How to Contact Scudder

HIGHLIGHTS

*    Reflecting an environment of rising interest rates and falling bond
prices, Scudder Zero Coupon 2000 Fund posted a total return of -7.92% for
its 1994 fiscal year.

(BAR CHART TITLE)   Average Annual Total Returns
                    For Periods Ended December 31, 1994
(CHART DATA)
<TABLE>
<CAPTION>
                             Lehman Brothers
           Scudder  Zero   Government/Corporate
          Coupon 2000 Fund      Bond Index
<S>       <C>              <C>
   1 Year      -7.92%             -3.51%
  3 Years      4.92%              4.84%
  5 Years      7.71%              7.70%
</TABLE>

*    Yields rose dramatically during the year among bonds of all
maturities. For example, yields of five-year Treasury notes rose by 2.63
percentage points.

*    To provide a measure of protection from rising interest rates, the
Fund increased its holdings of short-term securities over the course of
1994.


LETTER FROM THE FUND'S PRESIDENT

Dear Shareholders,

     The world's financial markets were shaken repeatedly in 1994 by a
variety of events. Rising interest rates, losses for investors in highly
leveraged derivatives, and unsettling global developments combined to
create a difficult environment for bond investors. Masking the market
volatility, however, many broad indexes ended the year little changed from
a year ago.

     The rise in interest rates in the past year has posed a challenge for
income funds: to provide shareholders with the higher income now available
from bonds while protecting against an inordinate amount of price erosion.
We expect this challenge to remain in 1995, since it is possible that
interest rates may rise further. In the year ahead, we believe a
combination of factors, including the Federal Reserve's tightening efforts,
will keep the economy and inflation on a moderate course, which should ease
the upward pressure on rates. These developments ultimately should be
viewed as favorable for the financial markets.

     Interest rate uncertainties may, of course, spark episodes of
volatility for fixed-income markets. At times like these, it's more
important than ever to have a sound investment plan that can weather market
storms. The past year has demonstrated that virtually all financial
instruments, whether conservative or aggressive, are susceptible to
disappointing performance. But experience tells us that over the long term,
investors who have participated in the stock and bond markets have fared
much better than those who have chosen to protect their savings above all
else.

     If you have questions about your Fund or your investments, please
contact a Scudder Investor Relations representative at 1-800-225-2470. Page
23 provides more information on how to contact Scudder. Thank you for
choosing Scudder Zero Coupon 2000 Fund to help meet your investment needs.

     Sincerely,

     /s/Daniel Pierce
     Daniel Pierce
     President,
     Scudder Zero Coupon 2000 Fund

<PAGE>
Scudder Zero Coupon 2000 Fund
Performance Update as of December 31, 1994
- -----------------------------------------------------------------
Growth of a $10,000 Investment
- -----------------------------------------------------------------
Scudder Zero Coupon 2000 Fund
- ----------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of                Average
 12/31/94 $10,000  Cumulative  Annual
- --------- -------  ----------  -------
1 Year  $  9,208     -7.92%    -7.92%
5 Year  $ 14,499     44.99%     7.71%
Life of
 Fund*  $ 22,637    126.37%     9.60%


LB Government/Corporate Bond Index
- --------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of                Average
 12/31/94 $10,000  Cumulative  Annual
- --------- -------  ----------  -------
1 Year  $  9,649     -3.51%    -3.51%
5 Year  $ 14,493     44.93%     7.70%
Life of
 Fund*  $ 20,098    100.98%     8.22%

*The Fund commenced operations on February 4, 1986.
Index comparisons begin on February 28, 1986.

A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment. 
The data points from the graph are as follows:

Yearly periods ended December 31

Scudder Zero Coupon 2000 Fund
Year            Amount
- ----------------------
2/28/86         10000
86              11022
87              10139
88              11326
89              13635
90              14262
91              17118
92              18510
93              21472
94              19770

LB Government/Corporate Bond Index
Year            Amount
- ----------------------
2/28/86         10000
86              11031
87              11284
88              12139
89              13867
90              15016
91              17437
92              18759
93              20829
94              20098

The unmanaged Lehman Brothers (LB) Government/Corporate Bond Index
is composed of U.S. government treasury and agency securities,
corporate and Yankee bonds. Index returns assume reinvestment of 
dividends and, unlike Fund returns, do not reflect any fees or
expenses.

- -----------------------------------------------------------------
Returns and Per Share Information
- -------------------------------------------------------------------

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.

Yearly periods ended December 31
- ----------------------------------
<TABLE>
<S>                   
                        <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>   
                       1986*   1987     1988    1989    1990    1991    1992    1993     1994
                     -------------------------------------------------------------------------   
Net Asset Value...   $12.62   $10.34   $10.92  $12.61  $12.27  $13.76  $12.55  $12.85   $10.95 
Income Dividends..   $   --   $ 1.22   $  .63  $  .52  $  .83  $  .94  $  .93  $  .83   $  .31 
Capital Gains
Distributions.....   $   --   $  .11   $   --  $  .03  $  .08  $   --  $ 1.39  $  .89   $  .59 
Fund Total
Return (%)........    26.20    -8.01    11.71   20.39    4.59   20.03    8.13   16.00    -7.92   
Index Total
Return (%)........    10.31     2.29     7.58   14.23    8.28   16.12    7.58   11.03    -3.51   
</TABLE>

All performance is historical, assumes reinvestment of all dividends and capital
gains, and is not indicative of future results. Investment return and principal
value will fluctuate, so an investor's shares, when redeemed, may be worth more
or less than when purchased. If the Adviser had not temporarily capped expenses,
the average annual total return for the one year, five year, and life of fund
would have been lower.
<PAGE>


PORTFOLIO MANAGEMENT DISCUSSION

Dear Shareholders,

     This report details Scudder Zero Coupon 2000 Fund's activities for the
year ended December 31, 1994. The Fund, which invests in high-quality,
government-backed zero-coupon bonds, seeks to provide investors with as
high an investment return over a selected period as is consistent with
investments in government securities. The Fund's investments in zero coupon
bonds pay no cash income but, similar to savings bonds, are issued at
substantial discounts to their value at maturity. When zero coupon bonds
are held to maturity, their entire return comes from the difference between
their issue price and their maturity value. As managers, we seek to
maximize the value you will receive when the Fund matures in December 2000
while moderating the Fund's potential share price volatility as we respond
to changing market conditions.

                          The Fund's 1994 Results

     In 1994, fixed-income securities as a group provided their worst
returns in more than sixty years. Nagging fears of inflation due to the
economy's strength resulted in six short-term rate increases by the Federal
Reserve, which caused bond prices to decline substantially across the
board. Reflecting this environment, the Fund's net asset value declined to
$10.95 on December 31, 1994, from $12.85 at the start of the year. At the
same time, Fund shareholders received a total of $0.31 per share in income
and $0.59 in capital gain distributions, which helped offset the share
price decline somewhat. Combined, the distributions and change in net asset
value produced a total return of -7.92% for the 12 months ended December
31, 1994. This compares with a return of -3.51% for the unmanaged Lehman
Brothers Government/Corporate Bond Index. The Fund's performance trailed
that of the Index during 1994 primarily because the Fund's average
effective maturity was longer than that of the Index. In general, bonds
that take longer to mature are more sensitive to changes in interest rates.

     Although negative returns are always disappointing, it is important to
view your Fund's short-term performance in the context of its longer-term
results. Scudder Zero Coupon 2000 Fund provided a 7.71% average annual
return for the five years through December 31, 1994, versus the Lehman
Index's 7.70%. Since its inception on February 4, 1986, the Fund has
generated a 9.60% average annual total return, compared with the Index's
8.22% return since February 28, 1986.

                    Markets Reacted to Inflation Fears

     For the U.S. economy, 1994 was a year of dynamic change. A
capital-investment-led recovery picked up speed early in the year as
American businesses increased their spending on new machines and technology
at an unprecedented rate. Economic growth provided a challenging backdrop
for most investment markets. Interest rates rose faster and further than
most had expected despite the fact that inflation was relatively subdued.
Toward the end of the year, however, we saw signs that long-term rates were
beginning to stabilize, while short- and intermediate-term rates continued
to climb. In the year ahead, global economic expansion is expected to
continue at a more moderate pace, and inflation should remain under wraps.
Consequently, while U.S. rates may not reverse direction, it is possible
that the income markets will encounter less volatility in 1995 than they
did in 1994. Furthermore, because U.S. consumers' spending levels have
historically slowed in reaction to higher interest rates, we believe that
any additional Fed rate increases could lead to a slowdown in growth by the
end of the year. While this would hardly ease workers' concerns about the
United States' "jobless recovery," it should create a better environment
for bond investors.

                     Re-extending the Fund's "Barbell"

     Scudder Zero Coupon 2000 Fund seeks to maximize the value of your
investment at maturity. Since the Fund's zero-coupon bonds lack the cushion
of regular interest payments, the Fund can be more volatile than other
types of fixed-income investments during periods of rising interest rates.
Therefore, we try to limit share price volatility where possible, in
fairness to those who may need to redeem Fund shares before the December
2000 maturity date. For those who remain invested until the Fund's
maturity, the positive tradeoff for interim volatility is a higher return
versus comparable fixed-income investments.

     Over the course of 1994, we modified our "barbell" maturity structure
(a balance between bonds at the short and long ends of the maturity
spectrum) to provide a measure of protection from persistently rising
interest rates. As we reported last June, we moved to a more neutral
position at midyear, reducing our long-maturity exposure. During the second
half of the year, as longer-term bonds stabilized in price, we sold several
intermediate-maturity bonds which we believe are currently most vulnerable
to further rate hikes. With the proceeds of those sales, we purchased
additional bonds at the longer and shorter ends of the Fund's maturity
limits. During the year we also reduced the Fund's duration (a measure of
the Fund's sensitivity to changes in interest rates) from 7.99 years at the
beginning of the year to 5.01 years at its close.


Effective Maturity Structure of Scudder Zero Coupon 2000 Fund
<TABLE>
<CAPTION>
               12/31/93   12/31/94
  <S>         <C>        <C>
  1-3 years       0.0%       8.4%
  3-4 years       0.0       17.5
  4-5 years      29.9        1.0
  5-6 years       0.0       12.2
  6-8 years      46.4       60.9
  8-10 years      5.8        0.0
  10+ years      17.9        0.0
</TABLE>
                               A Look Ahead

     The difference in yields between one- and 30-year Treasuries--2.75
percentage points at the beginning of 1994--had declined to 0.60 percentage
points by year's end. In 1995, it is possible that short- and
intermediate-term rates may continue to move closer to the level of
long-term rates, especially if the Federal Reserve continues its tight
monetary policy. If the Fed's actions over the past year result in slower
economic growth, long-term rates might even move down slightly in 1995,
which would help bond prices.

     In the coming months, we will continue to adjust the Fund's maturity
structure as the need arises and, as always, maintain flexibility in our
strategic approach. We remain committed to maximizing Scudder Zero Coupon
2000 Fund's value as it approaches its maturity date.

Sincerely,

Your Portfolio Management Team

/s/Ruth Heisler               /s/Renee L. Ross
Ruth Heisler                  Renee L. Ross

/S/Stephen A. Wohler
Stephen A. Wohler

                      Scudder Zero Coupon 2000 Fund:
                       A Team Approach to Investing

     Scudder Zero Coupon 2000 Fund is managed by a team of Scudder
investment professionals who each play an important role in the Fund's
management process. Team members work together to develop investment
strategies and select securities for the Fund. They are supported by
Scudder's large staff of economists, research analysts, traders, and other
investment specialists who work in our offices across the United States and
abroad. We believe our team approach benefits Scudder Zero Coupon 2000 Fund
investors by bringing together many disciplines and leveraging Scudder's
extensive resources.

     Lead Portfolio Manager Ruth Heisler has responsibility for overseeing
the Fund's day-to-day operations and setting the Fund's investment
strategy. Ruth has been in charge of security selection since 1988 and has
been involved in bond research and investing at Scudder since 1953. Renee
L. Ross, Portfolio Manager, assists Ruth with trading bonds for the Fund's
portfolio. Renee has worked on the team since 1986 and at Scudder since
1981. Stephen Wohler, Portfolio Manager, joined the team in 1994 and is
also responsible for implementing the Fund's strategy. Steve has over 14
years' experience managing fixed income investments and has been with
Scudder since 1979.


<PAGE>

<TABLE>

                                            INVESTMENT PORTFOLIO  as of December 31, 1994

<CAPTION>

  % of          Principal                                                        Market
Portfolio       Amount ($)                                                      Value ($)
- -----------------------------------------------------------------------------------------
<S>          <C>         <C>                                                   <C>
100.0%          U.S. GOVERNMENT OBLIGATIONS

                290,000  U.S. Treasury Note, 5.125%, 11/30/98 . . . . . . . .     263,810
                275,000  U.S. Treasury Note, 5%, 1/31/99  . . . . . . . . . .     247,973
              1,080,000  U.S. Treasury Separate Trading Registered
                           Interest and Principal, 2/15/96 (7.41*)  . . . . .     995,328
              1,215,000  U.S. Treasury Separate Trading Registered
                           Interest and Principal, 5/15/96 (7.52*)  . . . . .   1,097,983
              1,884,000  U.S. Treasury Separate Trading Registered
                           Interest and Principal, 2/15/98 (7.81*)  . . . . .   1,483,123
              3,505,000  U.S. Treasury Separate Trading Registered
                           Interest and Principal, 11/15/98 (7.83*)   . . . .   2,603,374
              4,506,000  U.S. Treasury Separate Trading Registered
                           Interest and Principal, 2/15/00 (7.82*)  . . . . .   3,042,406
             21,297,000  U.S. Treasury Separate Trading Registered
                           Interest and Principal, 2/15/01 (7.83*)  . . . . .  13,305,301
              3,179,000  U.S. Treasury Separate Trading Registered
                           Interest and Principal, 2/15/02 (7.86*)  . . . . .   1,835,300
                                                                               ----------
                         TOTAL INVESTMENT PORTFOLIO -- 100.0%
                           (Cost $26,127,239) (a) . . . . . . . . . . . . . .  24,874,598
                                                                               ==========
- -----------------------------------------------------------------------------------------
<FN>
(a) The cost for federal income tax purposes was $26,314,039.  At December 31, 1994,  net 
    unrealized depreciation for all securities was $1,439,441. This consisted of aggregate 
    gross unrealized appreciation for all securities in which there was an excess of
    market value over tax cost of $721 and aggregate gross unrealized depreciation for all 
    securities in which there was an excess tax cost over market value of $1,440,162.
  * Bond equivalent yield to maturity; not a coupon rate.

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>
SCUDDER ZERO COUPON 2000 FUND
FINANCIAL STATEMENTS

<TABLE>
- ----------------------------------------------------------------------------------
<CAPTION>

                      STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1994
- ----------------------------------------------------------------------------------
<S>                                                                    <C>
ASSETS
Investments, at market (identified cost $26,127,239)
   (Note A) . . . . . . . . . . . . . . . . . . . . . . .              $24,874,598
                                                                      
Cash  . . . . . . . . . . . . . . . . . . . . . . . . . .                      181
Receivables:
   Fund shares sold . . . . . . . . . . . . . . . . . . .                   80,991
   Interest . . . . . . . . . . . . . . . . . . . . . . .                    7,061
                                                                       -----------
      Total assets  . . . . . . . . . . . . . . . . . . .               24,962,831
LIABILITIES
Payables:
   Fund shares redeemed . . . . . . . . . . . . . . . . .    $ 44,860
   Accrued management fee (Note C)  . . . . . . . . . . .      18,428
   Other accrued expenses (Note C)  . . . . . . . . . . .      31,510
                                                             --------
      Total liabilities . . . . . . . . . . . . . . . . .                   94,798
                                                                       -----------
Net assets, at market value . . . . . . . . . . . . . . .               24,868,033
                                                                       ===========
NET ASSETS
Net assets consist of:
   Undistributed net investment income  . . . . . . . . .             $    640,017
   Unrealized depreciation on investments . . . . . . . .               (1,252,641)
   Accumulated net realized loss  . . . . . . . . . . . .               (1,463,555)
   Shares of beneficial interest  . . . . . . . . . . . .                   22,719
   Additional paid-in capital . . . . . . . . . . . . . .               26,921,493
                                                                       -----------
Net assets, at market value . . . . . . . . . . . . . . .               24,868,033
                                                                       ===========
NET ASSET VALUE, offering and redemption price per share
   ($24,868,033 -:- 2,271,921 outstanding shares of
   beneficial interest, $.01 par value, unlimited number
   of shares authorized)  . . . . . . . . . . . . . . . .                   $10.95
                                                                            ======
</TABLE>


The accompanying notes are an integral part of the financial statements.

<PAGE>
                                                            FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
<TABLE>

          STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<S>                                                      <C>        <C>
INVESTMENT INCOME
Interest  . . . . . . . . . . . . . . . . . . . . . . .             $ 1,564,944
Expenses:
Management fee (Note C) . . . . . . . . . . . . . . . .  $ 33,453
Services to shareholders (Note C) . . . . . . . . . . .    85,865
Trustees' fees (Note C) . . . . . . . . . . . . . . . .    13,432
Custodian fees  . . . . . . . . . . . . . . . . . . . .    30,861
State registration  . . . . . . . . . . . . . . . . . .    16,760
Auditing  . . . . . . . . . . . . . . . . . . . . . . .    27,067
Legal . . . . . . . . . . . . . . . . . . . . . . . . .    16,877
Reports to shareholders . . . . . . . . . . . . . . . .    22,261
Other . . . . . . . . . . . . . . . . . . . . . . . . .     4,692       251,268
                                                         ----------------------
Net investment income . . . . . . . . . . . . . . . . .             $ 1,313,676
                                                                    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss from investments  . . . . . . . . . .              (1,399,239)
Net unrealized depreciation on investments
   during the period  . . . . . . . . . . . . . . . . .              (2,122,299)
                                                                    -----------
Net loss on investments . . . . . . . . . . . . . . . .              (3,521,538)
                                                                    -----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS  .             $(2,207,862)
                                                                    ===========
</TABLE>



The accompanying notes are an integral part of the financial statements.

<PAGE>
SCUDDER ZERO COUPON 2000 FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

     STATEMENTS OF CHANGES IN NET ASSETS

                                   YEARS ENDED DECEMBER 31,
                                                           
INCREASE (DECREASE) IN NET ASSETS                     1994             1993
- --------------------------------------------------------------------------------
<S>                                                <C>              <C>
Operations:
Net investment income . . . . . . . . . . . . . .  $ 1,313,676      $ 1,718,621
Net realized gain (loss) from investments . . . .   (1,399,239)       3,018,446
Net unrealized depreciation on investments
   during the period  . . . . . . . . . . . . . .   (2,122,299)         (33,379)
                                                   -----------      -----------
Net increase (decrease) in net assets
   resulting  from operations . . . . . . . . . .   (2,207,862)       4,703,688
                                                   -----------      -----------
Distributions to shareholders:
From net investment income ($.31 and $.83 per
   share, respectively) . . . . . . . . . . . . .     (674,895)      (1,792,574)
                                                   -----------      -----------
From net realized gains from investments
   ($.59 and $.89 per share, respectively). . . .   (1,284,256)      (1,934,280)
                                                   -----------      -----------
Fund share transactions:
Proceeds from shares sold . . . . . . . . . . . .   10,304,177       16,608,035
Net asset value of shares issued to
   shareholders in reinvestment of
   distributions  . . . . . . . . . . . . . . . .    1,933,362        3,672,065
Cost of shares redeemed . . . . . . . . . . . . .  (13,967,971)     (19,458,474)
                                                   -----------      -----------
Net increase (decrease) in net assets from
   Fund share transactions  . . . . . . . . . . .   (1,730,432)         821,626
                                                   -----------      -----------
INCREASE (DECREASE) IN NET ASSETS . . . . . . . .   (5,897,445)       1,798,460
Net assets at beginning of period . . . . . . . .   30,765,478       28,967,018
                                                   -----------      -----------
NET ASSETS AT END OF PERIOD (including
   undistributed net investment income of
   $640,017 and $13,413, respectively). . . . . .   24,868,033      $30,765,478
                                                   ===========      ===========
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period . . . .    2,394,451        2,308,913
                                                   -----------      -----------
Shares sold . . . . . . . . . . . . . . . . . . .      891,083        1,210,179
Shares issued to shareholders in
   reinvestment of distributions  . . . . . . . .      169,739          282,758
Shares redeemed . . . . . . . . . . . . . . . . .   (1,183,352)      (1,407,399)
                                                   -----------      -----------
Net increase (decrease) in Fund shares  . . . . .     (122,530)          85,538
                                                   -----------      -----------
Shares outstanding at end of period . . . . . . .    2,271,921        2,394,451
                                                   ===========      ===========
</TABLE>




The accompanying notes are an integral part of the financial statements.

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------------------------------------

THE FOLLOWING TABLE INCLUDES SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD AND OTHER 
PERFORMANCE INFORMATION DERIVED FROM THE FINANCIAL STATEMENTS.

                                                                            Years Ended December 31,
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   1994     1993     1992     1991     1990     1989     1988     1987(b)  1986(c)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, beginning of
 period   . . . . . . . . . . . . .              $12.85   $12.55   $13.76   $12.27   $12.61   $10.92   $10.34   $12.62   $10.00
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Income from investment
 operations:
 Net investment income (a)  . . . .                 .59      .79      .94      .99      .86      .51      .63      .91      .56
 Net realized and unrealized
   gain (loss) on investments . . .               (1.59)    1.23      .17     1.44     (.29)    1.73      .58    (1.86)    2.06
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Total from investment operations                  (1.00)    2.02     1.11     2.43      .57     2.24     1.21     (.95)    2.62
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Less distributions:
 From net investment income   . . .                (.31)    (.83)    (.93)    (.94)    (.83)    (.52)    (.63)   (1.22)      --
 From net realized gains on
   investments  . . . . . . . . . .                (.59)    (.89)   (1.39)      --     (.08)    (.03)      --     (.11)      --
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Total distributions . . . . . . . .                (.90)   (1.72)   (2.32)    (.94)    (.91)    (.55)    (.63)   (1.33)      --
                                                 ------   ------   ------   ------   ------   ------   ------   ------   ------
Net asset value, end of period  . .              $10.95   $12.85   $12.55   $13.76   $12.27   $12.61   $10.92   $10.34   $12.62
                                                 ======   ======   ======   ======   ======   ======   ======   ======   ======
TOTAL RETURN (%) (d)  . . . . . . .               (7.92)   16.00     8.13    20.03     4.59    20.39    11.71    (8.01)   26.20**
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
 ($ millions)   . . . . . . . . . .                  25       31       29       33       33       32        5        2        1
Ratio of operating expenses net,
 to average daily net
 assets (%) (a)   . . . . . . . . .                1.00     1.00     1.00     1.00     1.00     1.00     1.00     1.00     1.00*
Ratio of net investment income to
 average daily net assets (%)   . .                5.23     5.29     6.38     7.12     7.62     7.10     8.10     8.13     7.27*
Portfolio turnover rate (%) . . . .                89.3    101.6    118.8     90.7     98.5     87.1    149.2     37.3     79.4*
(a) Portion of expenses
    reimbursed by the Adviser
    (Note C)  . . . . . . . . . . .              $   --   $   --   $   --   $   --   $   --   $   --   $  .14   $  .29   $  .26
   Management fee not
    imposed by the Adviser
    (Note C)  . . . . . . . . . . .              $  .05   $  .04   $  .04   $  .03   $  .04   $  .04   $  .04   $  .06   $  .04
   Ratio of operating expenses
    including management
    and other expenses not
    imposed and reimbursement
    absorbed (%)  . . . . . . . . .                1.47     1.28     1.28     1.23     1.39     1.62     3.37     4.13     5.64*

<FN>
(b) Per share amounts for the year ended December 31, 1987 have been calculated using the monthly weighted average shares 
    outstanding during the year method.
(c) For the period February 4, 1986 (commencement of operations) to December 31, 1986.
(d) Total returns are higher due to maintenance of the Fund's expenses.
  * Annualized
 ** Not annualized

</TABLE>


<PAGE>
SCUDDER ZERO COUPON 2000 FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

A. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Scudder Zero Coupon 2000 Fund (the "Fund") is organized as a diversified series
of Scudder Funds Trust (the "Trust"), a Massachusetts business trust registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company. The Fund primarily invests in U.S. Government zero coupon
securities. At least 50% of the Fund's net assets will be invested in zero
coupon securities maturing within two years of the Fund's target maturity date.
It is expected that the Fund will be liquidated in December of the year 2000.

The policies described below are followed consistently by the Fund in the
preparation of its financial statements in conformity with generally accepted
accounting principles.

SECURITY VALUATION. Portfolio debt securities with remaining maturities greater
than sixty days are valued by pricing agents approved by the Officers of the
Fund, which prices reflect broker/dealer-supplied valuations and electronic
data processing techniques. If the pricing agents are unable to provide such
quotations, the most recent bid quotation supplied by a bona fide market maker
shall be used. Short-term investments having a maturity of sixty days or less
are valued at amortized cost. All other securities are valued at their fair
value as determined in good faith by the Valuation Committee of the Trustees.

FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Accordingly, the Fund paid no federal income taxes and no provision for federal
income taxes was required.

At December 31, 1994, the Fund had a net tax basis capital loss carryforward of
approximately $883,000 which may be applied against any realized net taxable
capital gains of each succeeding year until fully utilized or until December
31, 2002, the expiration date.  In addition, from November 1, 1994 through
December 31, 1994, the Fund incurred approximately $393,000 of net realized
capital losses. As permitted by tax regulations, the Fund intends to elect to
defer these losses and treat them as arising in the fiscal year ended December
31, 1995.

<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

DISTRIBUTION OF INCOME AND GAINS. Distributions of net investment income are
made annually. During any particular year, net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders. An additional distribution may be made to the extent necessary to
avoid the payment of a four percent federal excise tax.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax
regulations which may differ from generally accepted accounting principles.
These differences primarily relate to investments in certain securities sold at
a loss. As a result, net investment income (loss) and net realized gain (loss)
on investment transactions for a reporting period may differ significantly from
distributions during such period. Accordingly, the Fund may periodically make
reclassifications among certain of its capital accounts without impacting the
net asset value of the Fund.

The Fund uses the specific identification method for determining realized gain
or loss on investments for both financial and federal income tax reporting
purposes.

OTHER. Investment security transactions are accounted for on a trade date
basis. Interest income is generally recorded on the accrual basis under the
amortized cost method whereby the Fund adjusts the cost of each investment
assuming a constant accretion to maturity of any discount. All original issue
discounts are accreted for both tax and financial reporting purposes.
Distributions to shareholders are recorded on the ex-dividend date.

B. PURCHASES AND SALES OF SECURITIES
During the year ended December 31, 1994, purchases and sales of investment
securities were $22,754,268 and $27,101,128, respectively.


<PAGE>
SCUDDER ZERO COUPON 2000 FUND
- --------------------------------------------------------------------------------

C. RELATED PARTIES
- --------------------------------------------------------------------------------
Under the Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Adviser directs the investments of
the Fund in accordance with its investment objectives, policies and
restrictions. The Adviser determines the securities, instruments and other
contracts relating to investments to be purchased, sold or entered into by the
Fund. In addition to portfolio management services, the Adviser provides
certain administrative services in accordance with the Agreement. The
management fee payable under the Agreement is equal to an annual rate of
approximately 0.60% of the average daily net assets of the Fund computed and
accrued daily and payable monthly. The Agreement also provides that if the
Fund's expenses, exclusive of taxes, interest and extraordinary expenses exceed
specified limits, such excess, up to the amount of the management fee, will be
paid by the Adviser. In addition, the Adviser has agreed to maintain the
annualized expenses of the Fund at not more than 1% of average daily net assets
until April 30, 1995. For the year ended December 31, 1994, the management fee
aggregated $150,769 of which $117,316 was not imposed and $18,428 is unpaid at
December 31, 1994.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend disbursing and shareholder service agent for the
Fund. For the year ended December 31, 1994, $71,971 was charged to the Fund by
SSC of which $6,250 was unpaid at December 31, 1994.

The Trust pays each Trustee not affiliated with the Adviser $4,000 annually,
plus specified amounts for attended board and committee meetings. For the year
ended December 31, 1994, Trustees' fees amounted to $13,432.

<PAGE>
                                               REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

TO THE TRUSTEES OF SCUDDER FUNDS TRUST AND THE SHAREHOLDERS OF SCUDDER ZERO
COUPON 2000 FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Zero Coupon 2000 Fund including the investment portfolio, as of December 31,
1994, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the eight years in the
period then ended and for the period February 4, 1986 (commencement of
operations) to December 31, 1986. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.  

In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material respects, the
financial position of Scudder Zero Coupon 2000 Fund as of December 31, 1994,
the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the eight years in the period then ended and for the
period February 4, 1986 (commencement of operations) to December 31, 1986, in
conformity with generally accepted accounting principles.

Boston, Massachusetts                    COOPERS & LYBRAND L.L.P.
February 3, 1995

<PAGE>
SCUDDER ZERO COUPON 2000 FUND
TAX INFORMATION
- --------------------------------------------------------------------------------

By now shareholders for whom year-end tax reporting is required by the IRS
should have received their Form 1099-DIV and tax information letter from the
Fund. For corporate shareholders no amount of the income dividends paid by the
Fund qualified for the dividends received deduction.

In many states the amount of income you received from direct obligations of the
U.S. Government is exempt from your state income taxes. Of the Zero Coupon 2000
Fund's dividend from ordinary income, which includes net short-term capital
gains, 100% was derived from direct obligations of the U.S. Government.

Please consult a tax adviser if you have questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Investor
Relations Representative at 1-800-225-5163.
<PAGE>

OFFICERS AND TRUSTEES

Daniel Pierce*
     President and Trustee

Thomas J. Devine
     Trustee; Consultant

Peter B. Freeman
     Trustee; Corporate Director and Trustee

Wilson Nolen
     Trustee; Consultant

Juris Padegs*
     Trustee

Lynn S. Birdsong*
     Trustee

Jerard K. Hartman*
     Vice President

Thomas W. Joseph*
     Vice President

David S. Lee*
     Vice President

Thomas F. McDonough*
     Vice President, Secretary and Assistant Treasurer

Pamela A. McGrath*
     Vice President and Treasurer

Edward J. O'Connell*
     Vice President and Assistant Treasurer

Thomas M. Poor*
     Vice President

Robert E. Pruyne*
     Vice President

Kathryn L. Quirk*
     Vice President and Assistant Secretary

Coleen Downs Dinneen*
     Assistant Secretary

* Scudder, Stevens & Clark, Inc.


INVESTMENT PRODUCTS AND SERVICES

The Scudder Family of Funds

Money market
     Scudder Cash Investment Trust
     Scudder U.S. Treasury Money Fund
Tax free money market+
     Scudder Tax Free Money Fund
     Scudder California Tax Free Money Fund*
     Scudder New York Tax Free Money Fund*
Tax free+
     Scudder California Tax Free Fund*
     Scudder High Yield Tax Free Fund
     Scudder Limited Term Tax Free Fund
     Scudder Managed Municipal Bonds
     Scudder Massachusetts Limited Term Tax Free Fund*
     Scudder Massachusetts Tax Free Fund*
     Scudder Medium Term Tax Free Fund
     Scudder New York Tax Free Fund*
     Scudder Ohio Tax Free Fund*
     Scudder Pennsylvania Tax Free Fund*
Growth and Income
     Scudder Balanced Fund
     Scudder Growth and Income Fund
Income
     Scudder Emerging Markets Income Fund
     Scudder GNMA Fund
     Scudder Income Fund
     Scudder International Bond Fund
     Scudder Short Term Bond Fund
     Scudder Short Term Global Income Fund
     Scudder Zero Coupon 2000 Fund
Growth
     Scudder Capital Growth Fund
     Scudder Development Fund
     Scudder Global Fund
     Scudder Global Small Company Fund
     Scudder Gold Fund
     Scudder Greater Europe Growth Fund
     Scudder International Fund
     Scudder Latin America Fund
     Scudder Pacific Opportunities Fund
     Scudder Quality Growth Fund
     Scudder Value Fund
     The Japan Fund

Retirement Plans and Tax-Advantaged Investments
     IRAs
     Keogh Plans
     Scudder Horizon Plan+++* (a variable annuity)
     401(k) Plans
     403(b) Plans
     SEP-IRAs
     Profit Sharing and Money Purchase Pension Plans

Closed-end Funds#
     The Argentina Fund, Inc.
     The Brazil Fund, Inc.
     The First Iberian Fund, Inc.
     The Korea Fund, Inc.
     The Latin America Dollar Income Fund, Inc.
     Montgomery Street Income Securities, Inc.
     Scudder New Asia Fund, Inc.
     Scudder New Europe Fund, Inc.
     Scudder World Income Opportunities Fund, Inc.

Institutional Cash Management
     Scudder Institutional Fund, Inc.
     Scudder Fund, Inc.
     Scudder Treasurers Trust(tm)++

     For complete information on any of the above Scudder funds, including
management fees and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money. +A portion of the income from
the tax-free funds may be subject to federal, state and local taxes. *Not
available in all states. +++A no-load variable annuity contract provided by
Charter National Life Insurance Company and its affiliate, offered by
Scudder's insurance agencies, 1-800-225-2470. #These funds, advised by
Scudder, Stevens & Clark, Inc., are traded on various stock exchanges.
++For information on Scudder Treasurers Trust(tm), an institutional cash
management service that utilizes certain portfolios of Scudder Fund, Inc.
($100,000 minimum), call: 1-800-541-7703.

HOW TO CONTACT SCUDDER

Account Service and Information

     For existing account service and transactions
     
          SCUDDER INVESTOR RELATIONS
          1-800-225-5163
     
     For account updates, prices, yields, exchanges and redemptions
     
          SCUDDER AUTOMATED INFORMATION LINE (SAIL)
          1-800-343-2890
     
Investment Information

     To receive information about the Scudder funds, for additional
     applications and prospectuses, or for investment questions
     
          SCUDDER INVESTOR RELATIONS
          1-800-225-2470
     
     For establishing 401(k) and 403(b) plans
     
          SCUDDER DEFINED CONTRIBUTION SERVICES
          1-800-323-6105
     
Please address all correspondence to

          THE SCUDDER FUNDS
          P.O. BOX 2291
          BOSTON, MASSACHUSETTS
          02107-2291
     
Or stop by a Scudder Funds Center

     Many shareholders enjoy the personal, one-on-one service of the
     Scudder Funds Centers. Check for a Funds Center near you--they can be
     found in the following cities:
     
          Boca Raton
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
          San Diego
          San Francisco
          Scottsdale
          
For information on Scudder Treasurers Trust(tm), an institutional cash
management service for corporations, non-profit organizations and trusts
which utilizes certain portfolios of Scudder Fund, Inc.* ($100,000
minimum), call: 1-800-541-7703.

For information on Scudder Institutional Funds,* funds designed to meet the
broad investment management and service needs of banks and other
institutions, call:  1-800-854-8525.

     Scudder Investor Relations and Scudder Funds Centers are services
     provided through Scudder Investor Services, Inc., Distributor.

*    Contact Scudder Investor Services, Inc., Distributor, to receive a
     prospectus with more complete information, including management fees
     and expenses. Please read it carefully before you invest or send
     money.


Celebrating 75 Years of Serving Investors    

     Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark was the first independent investment
counsel firm in the United States. Since its birth, Scudder's pioneering
spirit and commitment to professional long-term investment management have
helped shape the investment industry. In 1928, we introduced the nation's
first no-load mutual fund. Today we offer 36 pure no load(tm) funds,
including the first international mutual fund offered to U.S. investors.

     Over the years, Scudder's global investment perspective and dedication
to research and fundamental investment disciplines have helped Scudder
become one of the largest and most respected investment managers in the
world. Though times have changed since our beginnings, we remain committed
to our longstanding principles: managing money with integrity and
distinction, keeping the interests of our clients first; providing access
to investments and markets that may not be easily available to individuals;
and making investing as simple and convenient as possible through friendly,
comprehensive service.

<PAGE>
                               SCUDDER FUNDS TRUST

                            PART C. OTHER INFORMATION

Item 24.          Financial Statements and Exhibits

                  a.       Financial Statements

                           Included in Part A of this Registration Statement:

                           For Scudder Short Term Bond Fund:

                                    Financial Highlights for Scudder Short Term
                                    Bond Fund for the ten fiscal years ended
                                    December 31, 1994.

                           For Scudder Zero Coupon 2000 Fund:

                                    Financial Highlights for Scudder Zero Coupon
                                    2000 Fund for the period February 4, 1986
                                    (commencement of operations) to December 31,
                                    1986 and for the eight fiscal years ended
                                    December 31, 1994.

                           Included in Part B of this Registration Statement:

                           For Scudder Short Term Bond Fund:

                                    Investment Portfolio as of December 31, 1994
                                    Statement of Assets and Liabilities as of
                                    December 31, 1994 
                                    Statement of Operations for the fiscal year
                                    ended December 31, 1994 Statements of
                                    Changes in Net Assets for the two fiscal
                                    years ended December 31, 1993 and 1994
                                    Financial Highlights for the ten fiscal
                                    years ended December 31, 1994
                                    Notes to Financial Statements
                                    Report of Independent Accountants

                           For Scudder Zero Coupon 2000 Fund:

                                    Investment Portfolio as of December 31, 1994
                                    Statement of Assets and Liabilities as of
                                    December 31, 1994 
                                    Statement of Operations for the fiscal year
                                    ended December 31, 1994
                                    Statements of Changes in Net Assets for the
                                    two fiscal years ended December 31, 1993 and
                                    1994
                                    Financial Highlights for the period February
                                    4, 1986 (commencement of operations) to
                                    December 31, 1986 and for the eight fiscal
                                    years ended December 31, 1994
                                    Notes to Financial Statements
                                    Report of Independent Accountants

                           Statements, schedules and historical information
                           other than those listed above have been omitted since
                           they are either not applicable or are not required.
<PAGE>
<TABLE>
                   <S>       <C>       <C>
                   b.        Exhibits:

                             All references are to the Registrant's Registration Statement on Form N-1A filed with
                             the Securities and Exchange Commission on July 24, 1981.  File Nos. 2-73371 & 811-3229
                             (the "Registration Statement").


                                 Part C - Page 1

                   1.        (a)       Amended and Restated Declaration of Trust dated December 21, 1987 is
                                       incorporated by reference to Post-Effective Amendment No. 11 to the
                                       Registration Statement.

                             (b)       Instrument dated September 17, 1982 Establishing and Designating Series of
                                       Shares is incorporated by reference to Post-Effective Amendment No. 2 to
                                       the Registration Statement.

                             (c)       Instrument dated March 21, 1984 Establishing and Designating an Additional
                                       Series of Shares is incorporated by reference to Post-Effective Amendment
                                       No. 4 to the Registration Statement.

                             (d)       Instrument dated January 30, 1986 Establishing and Designating an
                                       Additional Series of Shares is incorporated by reference to Post-Effective
                                       Amendment No. 9 to the Registration Statement.

                             (e)       Certificate of Amendment of Declaration of Trust is incorporated by
                                       reference to Post-Effective Amendment No. 14 to the Registration Statement.

                             (f)       Amendment of Establishment and Designation of Additional Series of Shares
                                       is incorporated by reference to Post-Effective Amendment No. 14 to the
                                       Registration Statement.

                             (g)       Abolition of series by the Registrant on behalf of the U.S. Government
                                       1990 Portfolio is incorporated by reference to Post-Effective Amendment
                                       No. 14 to the Registration Statement.

                             (h)       Abolition of series by the Registrant on behalf of the General 1990
                                       Portfolio is incorporated by reference to Post-Effective Amendment No. 14
                                       to the Registration Statement.

                             (i)       Abolition of series by the Registrant on behalf of the Scudder Zero Coupon
                                       1995 Fund, dated July 15, 1992 is incorporated by reference to
                                       Post-Effective Amendment No. 18 to the Registration Statement.

                             (j)       Redesignation of Series of Registrant dated March 7, 1990 is incorporated
                                       by reference to Post-Effective Amendment No. 15 to the Registration
                                       Statement.

                             (k)       Certificate of Amendment of Declaration of Trust is incorporated by
                                       reference to Post-Effective Amendment No. 16 to the Registration Statement.

                   2.        (a)       By-laws of the Registrant dated as of July 24, 1981 are incorporated by
                                       reference to the Registration Statement.

                             (b)       Amendment to the By-Laws of Registrant as of March 5, 1984 is incorporated
                                       by reference to Post-Effective Amendment No. 5 to the Registration
                                       Statement.

                             (c)       Amendment to the By-Laws of Registrant as of October 1, 1984 is
                                       incorporated by reference to Post-Effective Amendment No. 7 to the
                                       Registration Statement.


                                 Part C - Page 2
<PAGE>

                             (d)       Amendment to the By-Laws of Registrant as of September 17, 1992 is filed
                                       herein.

                   3.                  Inapplicable.

                   4.                  Specimen certificate representing shares of beneficial interest with $.01
                                       par value is incorporated by reference to Post-Effective Amendment No. 14
                                       to the Registration Statement.

                   5.        (a)       Investment Advisory Agreement between the Registrant (on behalf of Scudder
                                       Short Term Bond Fund) and Scudder, Stevens & Clark, Inc. ("Scudder") dated
                                       June 6, 1991 is incorporated by reference to Post-Effective Amendment No.
                                       16 to the Registration Statement.

                             (b)       Investment Advisory Agreement between the Registrant (on behalf of the
                                       Zero Coupon Funds) and Scudder dated June 6, 1991 is incorporated by
                                       reference to Post-Effective Amendment No. 16 to the Registration Statement.

                             (c)      Investment Management Agreement between the Registrant (on behalf of
                                      Scudder Short Term Bond Fund) and Scudder dated March 18, 1992 is
                                      incorporated by reference to Post-Effective Amendment No. 17 to the
                                      Registration Statement.

                             (d)      Investment Management Agreement between the Registrant (on behalf of
                                      Scudder Short Term Bond Fund) and Scudder dated September 7, 1993 is
                                      incorporated by reference to Post-Effective Amendment No. 20 to the
                                      Registration Statement.

                   6.                  Underwriting Agreement between the Registrant and Scudder Investor
                                       Services, Inc. (Formerly Scudder Fund Distributors, Inc.) dated July 15,
                                       1985 is incorporated by reference to Post-Effective Amendment No. 8 to the
                                       Registration Statement.

                   7.                  Inapplicable.

                   8.        (a)(1)    Custodian Agreement between the Registrant and State Street Bank and Trust
                                       Company ("State Street Bank") dated December 17, 1982 is incorporated by
                                       reference to Post-Effective Amendment No. 1 to the Registration Statement.

                             (a)(2)    Fee schedule for Custodian Agreement between the Registrant and State Street
                                       Bank is incorporated by reference to Post-Effective Amendment No.
                                       12 to the Registration Statement.

                             (a)(3)    Amendment to the Custodian Agreement between the Registrant and State Street
                                       Bank dated September 14, 1987 is incorporated by reference to
                                       Post-Effective Amendment No. 12 to the Registration Statement.

                             (a)(4)    Amendment to the Custodian Agreement between the Registrant and State Street
                                       Bank dated September 16, 1988 is incorporated by reference to
                                       Post-Effective Amendment No. 12 to the Registration Statement.

                             (a)(5)    Amendment to the Custodian Agreement between the Registrant and State Street
                                       Bank dated December 13, 1990 is incorporated by reference to
                                       Post-Effective Amendment No. 15 to the Registration Statement.


                                 Part C - Page 3
<PAGE>

                             (a)(6)    Fee schedule for Custodian Agreement between the Registrant on behalf of
                                       Scudder Zero Coupon 2000 Fund and State Street Bank is filed herein.

                   9.        (a)       Transfer Agency and Service Agreement with fee schedule between the
                                       Registrant and Scudder Service Corporation dated October 2, 1989 is
                                       incorporated by reference to Post-Effective Amendment No. 14 to the
                                       Registration Statement.

                             (b)       COMPASS Service Agreement with fee schedule with Scudder Trust Company
                                       dated January 1, 1990 is incorporated by reference to Post-Effective
                                       Amendment No. 14 to the Registration Statement.

                             (c)       Application is filed herein.

                             (d)       Shareholder Services Agreement between the Registrant and Charles Schwab &
                                       Co., Inc. dated June 1, 1990 is incorporated by reference to
                                       Post-Effective Amendment No. 15 to the Registration Statement.

                             (e)(1)    Fund Accounting Services Agreement between the Registrant, on behalf of
                                       Scudder Zero Coupon 2000 Fund, and Scudder Fund Accounting Corporation dated
                                       January 10, 1995 is filed herein.

                   10.                 Opinion of Counsel is filed herein.

                   11.                 Consent of Independent Accountants is filed herein.

                   12.                 Article 6 Financial Data Schedules are filed herein.

                   13.                 Inapplicable.

                   14.       (a)       Scudder Flexi-Plan for Corporations and Self-Employed Individuals is
                                       incorporated by reference to Exhibit 14(a) to Scudder Equity Trust,
                                       Post-Effective Amendment No. 12 on Form N-1A (File Nos. 2-78724 and
                                       811-1444) filed on December 2, 1988.

                             (b)       Scudder Individual Retirement Plan is incorporated by reference to Exhibit
                                       14(b) to Scudder Equity Trust, Post-Effective Amendment No. 12 on Form
                                       N-1A (File Nos. 2-78724 and 811-1444) filed on December 2, 1988.

                             (c)       SEP-IRA is incorporated by reference to Exhibit 14(c) to Scudder Equity
                                       Trust, Post-Effective Amendment No. 12 on Form N-1A (File Nos. 2-78724 and
                                       811-1444) filed on December 2, 1988.

                             (d)       Scudder Funds 403(b) Plan is incorporated by reference to Exhibit 14(d) to
                                       Scudder Equity Trust, Post-Effective Amendment No. 12 on Form N-1A (File
                                       Nos. 2-78724 and 811-1444) filed on December 2, 1988.

                             (e)       Scudder Cash or Deferred Profit Sharing Plan under Section 401(k) is
                                       incorporated by reference to Exhibit 14(e) to Scudder Equity Trust,
                                       Post-Effective Amendment No. 12 on Form N-1A (File Nos. 2-78724 and
                                       811-1444) filed on December 2, 1988.

                   15.                 Inapplicable.

                   16.                 Inapplicable.



                                 Part C - Page 4
<PAGE>

                             Power of Attorney for Thomas J. Devine, Peter B. Freeman and Wilson Nolen.
                             (Incorporated by reference to the signature page to Post-Effective Amendment No. 12 to
                             this Registration Statement.)
                             Power of Attorney for Lynn S. Birdsong, Juris Padegs and Dan Pierce is filed as part
                             of the signature page herein.
</TABLE>

Item 25.          Persons Controlled by or under Common Control with Registrant.

                  None

Item 26.          Number of Holders of Securities (as of April 1, 1995).

                       (1)                                     (2)
                  Title of Class                  Number of Record Shareholders

                  Shares of beneficial interest
                  ($.01 par value)

                  Short Term Bond Fund                        98,827
                  Zero Coupon 2000 Fund                        2,547

Item 27.          Indemnification.

                  A policy of insurance covering Scudder, Stevens & Clark, Inc.,
                  its subsidiaries including Scudder Investor Services, Inc.,
                  and all of the registered investment companies advised by
                  Scudder, Stevens & Clark, Inc. insures the Registrant's
                  Trustees and officers and others against liability arising by
                  reason of an alleged breach of duty caused by any negligent
                  act, error or accidental omission in the scope of their
                  duties.

                  Article IV, Sections 4.1 - 4.3 of Registrant's Declaration of
                  Trust provide as follows:

                           Section 4.1 No Personal Liability of Shareholders,
                           Trustees, Etc.

                           No Shareholder shall be subject to any personal
                           liability whatsoever to any Person in connection with
                           Trust Property or the acts, obligations or affairs of
                           the Trust. No Trustee, officer, employee or agent of
                           the Trust shall be subject to any personal liability
                           whatsoever to any Person, other than to the Trust or
                           its Shareholders, in connection with Trust Property
                           or the affairs of the Trust, save only that arising
                           from bad faith, willful misfeasance, gross negligence
                           or reckless disregard of his duties with respect to
                           such Person; and all such Persons shall look solely
                           to the Trust Property for satisfaction of claims of
                           any nature arising in connection with the affairs of
                           the Trust. If any Shareholder, Trustee, officer,
                           employee, or agent, as such, of the Trust, is made a
                           party to any suit or proceeding to enforce any such
                           liability of the Trust, he shall not, on account
                           thereof, be held to any personal liability. The Trust
                           shall indemnify and hold each Shareholder harmless
                           from and against all claims and liabilities, to which
                           such Shareholder may become subject by reason of his
                           being or having been a Shareholder, and shall
                           reimburse such Shareholder for all legal and other
                           expenses reasonably incurred by him in connection
                           with any such claim or liability. The indemnification
                           and reimbursement required by the preceding sentence
                           shall be made only out of the assets of the one or
                           more series of which the Shareholder who is entitled
                           to indemnification or reimbursement was a Shareholder
                           at the time the act or event occurred, which gave
                           rise to the claim against or liability of said
                           Shareholder. The rights accruing to a Shareholder
                           under this Section 4.1 shall not impair any other
                           right to which such Shareholder may be lawfully
                           entitled, nor shall anything herein contained
                           restrict the right of the Trust to indemnify or
                           reimburse a Shareholder in any appropriate situation
                           even though not specifically provided herein.


                                 Part C - Page 5
<PAGE>

                           Section 4.2  Non-Liability of Trustees, Etc.

                           No Trustee, officer, employee or agent of the Trust
                           shall be liable to the Trust, its Shareholders, or to
                           any Shareholder, Trustee, officer, employee, or agent
                           thereof for any action or failure to act (including
                           without limitation the failure to compel in any way
                           any former or acting Trustee to redress any breach of
                           trust) except for his own bad faith, willful
                           misfeasance, gross negligence or reckless disregard
                           of the duties involved in the conduct of his office.

                           Section 4.3  Mandatory Indemnification.

                           (a)      Subject to the exceptions and limitations
                                    contained in paragraph (b) below:

                                    (i) every person who is, or has been, a
                                    Trustee or officer of the Trust shall be
                                    indemnified by the Trust to the fullest
                                    extent permitted by law against all
                                    liability and against all expenses
                                    reasonably incurred or paid by him in
                                    connection with any claim, action, suit or
                                    proceeding in which he becomes involved as a
                                    party or otherwise by virtue of his being or
                                    having been a Trustee or officer and against
                                    amounts paid or incurred by him in the
                                    settlement thereof;

                                    (ii) the words "claim," "action," "suit," or
                                    "proceeding" shall apply to all claims,
                                    actions, suits or proceedings (civil,
                                    criminal, administrative, or other,
                                    including appeals), actual or threatened;
                                    and the words "liability" and "expenses"
                                    shall include, without limitation,
                                    attorneys' fees, costs, judgments, amounts
                                    paid in settlement, fines, penalties and
                                    other liabilities.

                           (b)      No indemnification shall be provided
                                    hereunder to a Trustee or officer:

                                    (i) against any liability to the Trust, a
                                    series thereof, or the Shareholders by
                                    reason of a final adjudication by a court or
                                    other body before which a proceeding was
                                    brought that he engaged in willful
                                    misfeasance, bad faith, gross negligence or
                                    reckless disregard of the duties involved in
                                    the conduct of his office;

                                    (ii) with respect to any matter as to which
                                    he shall have been finally adjudicated not
                                    to have acted in good faith in the
                                    reasonable belief that his action was in the
                                    best interest of the Trust;

                                    (iii) in the event of a settlement or other
                                    disposition not involving a final
                                    adjudication as provided in paragraph (b)(i)
                                    or (b)(ii) resulting in a payment by a
                                    Trustee or officer, unless there has been a
                                    determination that such Trustee or officer
                                    did not engage in willful misfeasance, bad
                                    faith, gross negligence or reckless
                                    disregard of the duties involved in the
                                    conduct of his office;

                                            (A) by the court or other body
                                            approving the settlement or other
                                            disposition; or

                                            (B) based upon a review of readily
                                            available facts (as opposed to a
                                            full trial-type inquiry) by (x) vote
                                            of a majority of the Disinterested
                                            Trustees acting on the matter
                                            (provided that a majority of the
                                            Disinterested Trustees then in
                                            office act on the matter) or (y)
                                            written opinion of independent legal
                                            counsel.

                           (c)      The rights of indemnification herein
                                    provided may be insured against by policies
                                    maintained by the Trust, shall be severable,
                                    shall not affect any other rights to which
                                    any Trustee or officer may now or hereafter
                                    be entitled, shall continue as to a person
                                    who has ceased to be such Trustee or officer
                                    and shall inure to the benefit of the heirs,


                                 Part C - Page 6
<PAGE>

                                    executors, administrators and assigns of
                                    such a person. Nothing contained herein
                                    shall affect any rights to indemnification
                                    to which personnel of the Trust other than
                                    Trustees and officers may be entitled by
                                    contract or otherwise under law.

                           (d)      Expenses of preparation and presentation of
                                    a defense to any claim, action, suit or
                                    proceeding of the character described in
                                    paragraph (a) of this Section 4.3 may be
                                    advanced by the Trust prior to final
                                    disposition thereof upon receipt of an
                                    undertaking by or on behalf of the recipient
                                    to repay such amount if it is ultimately
                                    determined that he is not entitled to
                                    indemnification under this Section 4.3
                                    provided that either:

                                    (i) such undertaking is secured by a surety
                                    bond or some other appropriate security
                                    provided by the recipient, or the Trust
                                    shall be insured against losses arising out
                                    of any such advances: or

                                    (ii) a majority of the Disinterested
                                    Trustees acting on the matter (provided that
                                    a majority of the Disinterested Trustees act
                                    on the matter) or an independent legal
                                    counsel in a written opinion shall
                                    determine, based upon a review of readily
                                    available facts (as opposed to a full
                                    trial-type inquiry), that there is reason to
                                    believe that the recipient ultimately will
                                    be found entitled to indemnification.

                           As used in this Section 4.3, a "Disinterested
                           Trustee" is one who is not (i) an "Interested Person"
                           of the Trust (including anyone who has been exempted
                           from being an "Interested Person" by any rule,
                           regulation or order of the Commission), or (ii)
                           involved in the claim, action, suit or proceeding.

Item 28.          Business or Other Connections of Investment Adviser

                  The Adviser has stockholders and employees who are denominated
                  officers but do not as such have corporation-wide
                  responsibilities. Such persons are not considered officers for
                  the purpose of this Item 28.
<TABLE>
<CAPTION>
                           Business and Other Connections of Board
           Name            of Directors of Registrant's Adviser      
           ----            ------------------------------------      
<S>                        <C>
Stephen R. Beckwith        Director, Scudder, Stevens & Clark, Inc. (investment adviser)**

Lynn S. Birdsong           Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Supervisory Director, The Latin America Income and Appreciation Fund N.V. (investment
                                 company) +
                           Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
                           Supervisory Director, Scudder Mortgage Fund (investment company) +
                           Supervisory Director, Scudder Floating Rate Funds for Fannie Mae  Mortgage Securities I
                                 & II (investment company) +
                           Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #
                           Trustee, Scudder Funds Trust (investment company)*
                           President & Director, The Latin America Dollar Income Fund, Inc.  (investment company)**
                           President & Director, Scudder World Income Opportunities Fund, Inc.  (investment
                                 company)**
                           Director, Inverlatin Dollar Income Fund, Inc. (investment company) Georgetown, Grand
                                 Cayman, Cayman Islands
                           Director, ProMexico Fixed Income Dollar Fund, Inc. (investment company) Georgetown,
                                 Grand Cayman, Cayman Islands
                           Director, Canadian High Income Fund (investment company)#
                           Director, Hot Growth Companies Fund (investment company)#


                                 Part C - Page 7
<PAGE>

                           Partner, George Birdsong Co., Rye, NY

Nicholas Bratt             Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           President & Director, Scudder New Europe Fund, Inc. (investment company)**
                           President & Director, The Brazil Fund, Inc. (investment company)**
                           President & Director, The First Iberian Fund, Inc. (investment company)**
                           President & Director, Scudder International Fund, Inc.  (investment company)**
                           President & Director, Scudder Global Fund, Inc. (Director only on Scudder Global Fund,
                                 a series of Scudder Global Fund, Inc.) (investment company)**
                           President & Director, The Korea Fund, Inc. (investment company)**
                           President & Director, Scudder New Asia Fund, Inc. (investment company)**
                           President, The Argentina Fund, Inc. (investment company)**
                           Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
                           Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
                           Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
                                 Toronto, Ontario, Canada
                           Vice President, Scudder, Stevens & Clark Overseas Corporationoo

Linda C. Coughlin          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Director, Scudder Investor Services, Inc. (broker/dealer)**
                           President & Trustee, AARP Cash Investment Funds  (investment company)**
                           President & Trustee, AARP Growth Trust (investment company)**
                           President & Trustee, AARP Income Trust (investment company)**
                           President & Trustee, AARP Tax Free Income Trust  (investment company)**
                           Director, SFA, Inc. (advertising agency)*

Margaret D. Hadzima        Director, Scudder, Stevens & Clark, Inc. (investment adviser)*

Jerard K. Hartman          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President, Scudder California Tax Free Trust (investment company)*
                           Vice President, Scudder Equity Trust (investment company)*
                           Vice President, Scudder Cash Investment Trust (investment company)*
                           Vice President, Scudder Development Fund (investment company)*
                           Vice President, Scudder Global Fund, Inc. (investment company)**
                           Vice President, Scudder GNMA Fund (investment company)*
                           Vice President, Scudder Portfolio Trust (investment company)*
                           Vice President, Scudder International Fund, Inc. (investment company)**
                           Vice President, Scudder Investment Trust (investment company)*
                           Vice President, Scudder Municipal Trust (investment company)*
                           Vice President, Scudder Mutual Funds, Inc. (investment company)**
                           Vice President, Scudder New Asia Fund, Inc. (investment company)**
                           Vice President, Scudder New Europe Fund, Inc. (investment company)**
                           Vice President, Scudder State Tax Free Trust (investment company)*
                           Vice President, Scudder Funds Trust (investment company)*
                           Vice President, Scudder Tax Free Money Fund (investment company)*
                           Vice President, Scudder Tax Free Trust (investment company)*
                           Vice President, Scudder U.S. Treasury Money Fund (investment company)*
                           Vice President, Scudder Variable Life Investment Fund (investment company)*
                           Vice President, The Brazil Fund, Inc. (investment company)**
                           Vice President, The Korea Fund, Inc. (investment company)**
                           Vice President, The Argentina Fund, Inc. (investment company)**
                           Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
                                 investment adviser) Toronto, Ontario, Canada
                           Vice President, The First Iberian Fund, Inc. (investment company)**
                           Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**


                                 Part C - Page 8
<PAGE>
                           Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**

Richard A. Holt            Director, Scudder, Stevens & Clark, Inc. (investment adviser)++
                           Vice President, Scudder Variable Life Investment Fund (investment company)*

Dudley H. Ladd             Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*
                           Vice President & Trustee, Scudder Cash Investment Trust  (investment company)*
                           Trustee, Scudder Investment Trust (investment company)*
                           Trustee, Scudder Portfolio Trust (investment company)*
                           Trustee, Scudder Municipal Trust (investment company)*
                           Trustee, Scudder State Tax Free Trust (investment company)*
                           Vice President, Scudder U.S. Treasury Money Fund  (investment company)*
                           Vice President & Treasurer, SFA, Inc. (advertising agency)*

Douglas M. Loudon          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President & Trustee, Scudder Development Fund (investment company)*
                           Vice President & Trustee, Scudder Equity Trust (investment company)*
                           Vice President, Scudder Global Fund, Inc. (investment company)**
                           Vice President, Scudder Investment Trust (investment company)*
                           Vice President & Director, Scudder Mutual Funds, Inc. (investment company)**
                           Vice President, AARP Cash Investment Funds (investment company)**
                           Vice President, AARP Growth Trust (investment company)**
                           Vice President, AARP Income Trust (investment company)**
                           Vice President, AARP Tax Free Income Trust (investment company)**
                           Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment adviser)**
                           Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
                           Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
                                 Toronto, Ontario, Canada
                           Chairman, World Capital Fund (investment company) Luxembourg ##
                           Managing Director, Kankaku - Scudder Capital Asset Management Corporation (investment
                                 adviser)**
                           Chairman & Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)### 
                           President, The Japan Fund, Inc. (investment company)** 
                           Trustee, Scudder, Stevens & Clark Supplemental Retirement Income Plan
                           Trustee, Scudder, Stevens & Clark Profit Sharing Plan**
                           Chairman & Director, The World Capital Fund (investment company) Luxembourg
                           Chairman & Director, Scudder, Stevens & Clark (Luxembourg), S.A., Luxembourg# 
                           Chairman, Canadian High Income Fund (investment company)# 
                           Chairman, Hot Growth Companies Fund (investment company)# 
                           Vice President & Director, Scudder Precious Metals, Inc.xxx 
                           Director, Berkshire Farm & Services for Youth Board of Governors & President, Investment 
                                Counsel Association of America

John T. Packard            Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           President, Montgomery Street Income Securities, Inc. (investment company) o
                           Director, Scudder Realty Advisors, Inc. (realty investment adviser) x

Juris Padegs               Secretary & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Chairman & Director, The Brazil Fund, Inc.  (investment company)**
                           Trustee, Scudder Development Fund (investment company)*
                           Vice President & Trustee, Scudder Equity Trust (investment company)*
                           Chairman & Director, The First Iberian Fund, Inc. (investment company)**
                           Trustee, Scudder Funds Trust (investment company)*


                                 Part C - Page 9
<PAGE>

                           Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)**
                           Trustee, Scudder Investment Trust (investment company)*
                           Vice President, Assistant Secretary & Director, Scudder International Fund, Inc.
                                 (investment company)**
                           Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
                           Trustee, Scudder Municipal Trust (investment company)*
                           Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment company)**
                           Vice President & Director, Scudder New Europe Fund, Inc. (investment company)**
                           Trustee, Scudder State Tax Free Trust (investment company)*
                           Vice President, Assistant Secretary & Director, Scudder New Asia Fund, Inc. (investment
                                 company)**
                           Vice President & Trustee, Scudder Tax Free Money Fund (investment company)*
                           Trustee, Scudder Tax Free Trust (investment company)*
                           Chairman & Director, The Korea Fund, Inc. (investment company)**
                           Vice President & Director, The Argentina Fund, Inc. (investment company)**
                           Secretary, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser),
                                 Toronto, Ontario, Canada
                           Vice President & Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
                           Assistant Secretary, SFA, Inc. (advertising agency)*
                           Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)**
                           Assistant Treasurer & Director, Kankaku - Scudder Capital Asset Management (investment
                                 adviser)**
                           Chairman & Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
                           Chairman & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
                                 adviser)**
                           Chairman & Supervisory Director, Sovereign High Yield Investment Company N.V.
                                 (investment company) +
                           Director, President Investment Trust Corporation (Joint Venture)***
                           Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**
                           Director, Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx
                           Vice President & Director, Scudder Service Corporation (in-house transfer agent)*
                           Chairman, Scudder, Stevens & Clark Overseas Corporationoo
                           Director, Scudder Trust (Cayman) Ltd. (trust services company)xxx
                           Director, ICI Mutual Insurance Company, Inc., Washington, D.C.
                           Director, Baltic International USA
                           Director, Baltic International Airlines (a limited liability company) Riga, Latvia

Daniel Pierce              Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
                           Trustee, California Tax Free Trust (investment company)*
                           President & Trustee, Scudder Development Fund (investment company)**
                           President & Trustee, Scudder Equity Trust (investment company)**
                           Director, The First Iberian Fund, Inc. (investment company)**
                           President & Trustee, Scudder GNMA Fund (investment company)*
                           President & Trustee, Scudder Portfolio Trust (investment company)*
                           President & Trustee, Scudder Funds Trust (investment company)*
                           President & Director, Scudder Institutional Fund, Inc. (investment company)**
                           President & Director, Scudder Fund, Inc. (investment company)**
                           Director, Scudder International Fund, Inc. (investment company)**
                           President & Trustee, Scudder Investment Trust (investment company)*
                           Vice President & Trustee, Scudder Municipal Trust (investment company)*
                           President & Director, Scudder Mutual Funds, Inc. (investment company)**
                           Director, Scudder New Asia Fund, Inc. (investment company)**
                           Trustee, Scudder State Tax Free Trust (investment company)*


                                Part C - Page 10
<PAGE>

                           Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
                           Director, The Brazil Fund, Inc. (until 7/94) (investment company)**
                           Vice President & Assistant Treasurer, Montgomery Street Income Securities, Inc.
                                 (investment company)o
                           Vice President & Director, Scudder Global Fund, Inc.  (investment company)**
                           Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
                                 (broker/dealer)*
                           President & Director, Scudder Service Corporation (in-house transfer agent)*
                           Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
                                 adviser), Toronto, Ontario, Canada
                           Chairman, Assistant Treasurer & Director, Scudder, Stevens & Clark, Inc. (investment
                                 adviser)**
                           President & Director, Scudder Precious Metals, Inc. xxx
                           Chairman & Director, Scudder Global Opportunities Funds (investment company) Luxembourg 
                           Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England 
                           Director, Scudder Fund Accounting Corporation (in-house fund accounting agent)*
                           Director, Scudder Realty Holdings Corporation (a real estate holding company)* 
                           Director, Scudder Latin America Investment Trust PLC (investment company)@
                           Incorporator, Scudder Trust Company (a trust company)+++ 
                           Director, Fiduciary Trust Company (banking & trust company) Boston, MA 
                           Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA 
                           Trustee, New England Aquarium, Boston, MA

Cornelia M. Small          Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Vice President, Scudder Global Fund, Inc. (investment company)**
                           Vice President, AARP Cash Investment Funds (investment company)*
                           Vice President, AARP Growth Trust (investment company)*
                           Vice President, AARP Income Trust (investment company)*
                           Vice President, AARP Tax Free Income Trust (investment company)*

Edmond D. Villani          President & Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
                           Trustee, Scudder Development Fund (investment company)*
                           Chairman & Director, Scudder Global Fund, Inc. (investment company)**
                           Chairman & Director, Scudder International Fund, Inc. (investment company)**
                           Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
                           Chairman & Director, The Argentina Fund, Inc. (investment company)**
                           Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
                           Supervisory Director, Scudder Mortgage Fund (investment company) +
                           Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
                           Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
                           Chairman & Director, Scudder World Income Opportunities Fund, Inc.  (investment
                                 company)**
                           Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities I
                                 & II (investment company)+
                           Director, The Brazil Fund, Inc. (investment company)**
                           Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
                           President & Director, Scudder, Stevens & Clark Overseas Corporationoo
                           President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
                                 adviser)**
                           Director, IBJ Global Investment Manager S.A., (Luxembourg investment management
                                 company) Luxembourg, Grand-Duchy of Luxembourg


                                Part C - Page 11
<PAGE>


         *        Two International Place, Boston, MA
         x        333 South Hope Street, Los Angeles, CA
         **       345 Park Avenue, New York, NY
         ++       Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
         +++      5 Industrial Way, Salem, NH
         o        101 California Street, San Francisco, CA
         #        11, rue Aldringen, L-1118 Luxembourg, Grand-Duchy of Luxembourg
         +        John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
         xx       De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
         ##       2 Boulevard Royal, Luxembourg
         ***      B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
         xxx      Grand Cayman, Cayman Islands, British West Indies
         oo       20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
         ###      1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
         @        c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon
</TABLE>

Item 29.          Principal Underwriters.

         (a)      Scudder California Tax Free Trust
                  Scudder Cash Investment Trust
                  Scudder Development Fund
                  Scudder Equity Trust
                  Scudder Fund, Inc.
                  Scudder Funds Trust
                  Scudder Global Fund, Inc.
                  Scudder GNMA Fund
                  Scudder Institutional Fund, Inc.
                  Scudder International Fund, Inc.
                  Scudder Investment Trust
                  Scudder Municipal Trust
                  Scudder Mutual Funds, Inc.
                  Scudder Portfolio Trust
                  Scudder State Tax Free Trust
                  Scudder Tax Free Money Fund
                  Scudder Tax Free Trust
                  Scudder U.S. Treasury Money Fund
                  Scudder Variable Life Investment Fund
                  AARP Cash Investment Funds
                  AARP Growth Trust
                  AARP Income Trust
                  AARP Tax Free Income Trust
                  The Japan Fund, Inc.
<TABLE>
<CAPTION>

         (b)

         (1)                               (2)                                     (3)

         Name and Principal                Position and Offices with               Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------
         <S>                               <C>                                     <C>
         Charles S. Boit                   Assistant Treasurer                     None
         Two International Place
         Boston, MA  02110


                                Part C - Page 12
<PAGE>

         Name and Principal                Position and Offices with               Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------
         <S>                               <C>                                     <C>
         E. Michael Brown                  Assistant Treasurer                     None
         Two International Place
         Boston, MA  02110

         Linda Coughlin                    Director                                None
         345 Park Avenue
         New York, NY  10154

         Richard W. Desmond                Vice President                          None
         345 Park Avenue
         New York, NY  10154

         Coleen Downs Dinneen              Assistant Clerk                         Assistant Secretary
         Two International Place
         Boston, MA  02110

         Paul J. Elmlinger                 Vice President                          None
         345 Park Avenue
         New York, NY  10154

         Cuyler W. Findlay                 Senior Vice President and               None
         345 Park Avenue                   Director
         New York, NY 10154

         Thomas W. Joseph                  Vice President, Director,               Vice President
         Two International Place           Treasurer and Assistant Clerk
         Boston, MA 02110

         Dudley H. Ladd                    Senior Vice President and               None
         Two International Place           Director
         Boston, MA 02110

         David S. Lee                      President, Assistant                    Vice President
         Two International Place           Treasurer and Director
         Boston, MA 02110

         Douglas M. Loudon                 Senior Vice President                   None
         345 Park Avenue
         New York, NY  10154

         Thomas F. McDonough               Clerk                                   Vice President, Secretary,
         Two International Place                                                   and Assistant Treasurer
         Boston, MA 02110

         Thomas H. O'Brien                 Assistant Treasurer                     None
         345 Park Avenue
         New York, NY  10154

         Edward J. O'Connell               Assistant Treasurer                     Vice President and
         345 Park Avenue                                                           Assistant Treasurer
         New York, NY 10154


                                Part C - Page 13
<PAGE>

         Name and Principal                Position and Offices with               Positions and
         Business Address                  Scudder Investor Services, Inc.         Offices with Registrant
         ----------------                  -------------------------------         -----------------------
         <S>                               <C>                                     <C>
         Juris Padegs                      Vice President and Director             Trustee
         345 Park Avenue
         New York, NY 10154

         Daniel Pierce                     Vice President, Director                President and Trustee
         Two International Place           and Assistant Treasurer
         Boston, MA 02110

         Robert E. Pruyne                  Assistant Treasurer                     Vice President
         Two International Place
         Boston, MA 02110

         Kathryn L. Quirk                  Vice President                          Vice President and
         345 Park Avenue                                                           Assistant Secretary
         New York, NY  10154

         David B. Watts                    Assistant Treasurer                     None
         Two International Place
         Boston, MA 02110

         The Underwriter has employees who are denominated officers of an
         operational area. Such persons do not have corporation-wide
         responsibilities and are not considered officers for the purpose of
         this Item 29.
</TABLE>

<TABLE>
<CAPTION>
         (c)

                     (1)                     (2)                 (3)                 (4)                 (5)
                                       Net Underwriting    Compensation on
              Name of Principal         Discounts and        Redemptions          Brokerage      
                 Underwriter             Commissions       and Repurchases       Commissions     Other Compensation
                 -----------             -----------       ---------------       -----------     ------------------
               <S>                           <C>                 <C>                 <C>                <C>
               Scudder Investor              None                None                None               None
                Services, Inc.

</TABLE>

Item 30.          Location of Accounts and Records.

                  Certain accounts, books and other documents required to be
                  maintained by Section 31(a) of the 1940 Act and the Rules
                  promulgated thereunder are maintained by Scudder, Stevens &
                  Clark, Inc., Two International Place, Boston, MA 02110.
                  Records relating to the duties of the Registrant's custodian
                  are maintained by State Street Bank and Trust Company,
                  Heritage Drive, North Quincy, Massachusetts. Records relating
                  to the duties of the Registrant's transfer agent are
                  maintained by Scudder Service Corporation, Two International
                  Place, Boston, Massachusetts.

Item 31.          Management Services.

                  Inapplicable.

Item 32.          Undertakings.

                  Inapplicable.





                                Part C - Page 14
<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston, and
Commonwealth of Massachusetts on the 11th day of April, 1995.

                                   SCUDDER FUNDS TRUST


                                   By /s/Thomas F. McDonough
                                     Thomas F. McDonough, Vice President,
                                     Secretary and Assistant Treasurer

SIGNATURE               TITLE                     DATE
                                                  
                                                  
                                                  
Daniel Pierce           President (Principal      April       , 1995
                        Executive Officer)        
                        and Trustee
                                                  
                                                  
                                                  
Lynn S. Birdsong        Trustee                   April       , 1995
                                                  
                                                  
                                                  
/s/Thomas J. Devine                               
Thomas J. Devine*       Trustee                   April  11, 1995
                                                  
                                                  
/s/Peter B. Freeman                               
Peter B. Freeman*       Trustee                   April  11, 1995
                                                  
                                                  
/s/Wilson Nolen                                   
Wilson Nolen*           Trustee                   April  11, 1995
                                                  
                                                  
                                                  
Juris Padegs            Trustee                   April       , 1995
                                                  
                                                  
                                                  
/s/Pamela A. McGrath                              
Pamela A. McGrath       Treasurer (Principal      April  11, 1995
                        Financial and
                        Accounting Officer)
                        and Vice President


*By: /s/Thomas F. McDonough
     Thomas F. McDonough
     Attorney-in-fact pursuant to a power of attorney contained in the
     signature page of Post-Effective Amendment No. 12 to the Registration
     Statement filed March 3, 1989.
                                        
<PAGE>

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston, and
Commonwealth of Massachusetts on the 11th day of April, 1995.

                                   SCUDDER FUNDS TRUST


                                   By /s/Thomas F. McDonough
                                     Thomas F. McDonough, Vice President,
                                     Secretary and Assistant Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.  By so
signing, each of the undersigned in his capacity as trustee or officer, or
both, as the case may be of the Registrant, does hereby appoint David S.
Lee, Thomas F. McDonough and Sheldon A. Jones and each of them, severally,
or if more than one acts, a majority of them, his true and lawful attorney
and agent to execute in his name, place and stead (in such capacity) any
and all amendments to the Registration Statement and any post-effective
amendments thereto and all instruments necessary or desirable in connection
therewith, to attest the seal of the Registrant thereon and to file the
same with the Securities and Exchange Commission.  Each of said attorneys
and agents shall have power to act with or without the other and have full
power and authority to do and perform in the name and on behalf of each of
the undersigned, in any and all capacities, every act whatsoever necessary
or advisable to be done in the premises as fully and to all intents and
purposes as each of the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of
them.

SIGNATURE               TITLE                     DATE
                                                  
/s/Daniel Pierce                                  
Daniel Pierce           President (Principal      April  3, 1995
                        Executive Officer)
                        and Trustee


                                       2
<PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston, and
Commonwealth of Massachusetts on the 11th day of April, 1995.

                                   SCUDDER FUNDS TRUST


                                   By /s/Thomas F. McDonough
                                     Thomas F. McDonough, Vice President,
                                     Secretary and Assistant Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.  By so
signing, each of the undersigned in his capacity as trustee or officer, or
both, as the case may be of the Registrant, does hereby appoint David S.
Lee, Thomas F. McDonough and Sheldon A. Jones and each of them, severally,
or if more than one acts, a majority of them, his true and lawful attorney
and agent to execute in his name, place and stead (in such capacity) any
and all amendments to the Registration Statement and any post-effective
amendments thereto and all instruments necessary or desirable in connection
therewith, to attest the seal of the Registrant thereon and to file the
same with the Securities and Exchange Commission.  Each of said attorneys
and agents shall have power to act with or without the other and have full
power and authority to do and perform in the name and on behalf of each of
the undersigned, in any and all capacities, every act whatsoever necessary
or advisable to be done in the premises as fully and to all intents and
purposes as each of the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of
them.

SIGNATURE               TITLE                     DATE
                                                 
/s/Lynn S. Birdsong                               
Lynn S. Birdsong        Trustee                   April  6, 1995


                                       3
<PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston, and
Commonwealth of Massachusetts on the 11th day of April, 1995.

                                   SCUDDER FUNDS TRUST


                                   By /s/Thomas F. McDonough
                                     Thomas F. McDonough, Vice President,
                                     Secretary and Assistant Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.  By so
signing, each of the undersigned in his capacity as trustee or officer, or
both, as the case may be of the Registrant, does hereby appoint David S.
Lee, Thomas F. McDonough and Sheldon A. Jones and each of them, severally,
or if more than one acts, a majority of them, his true and lawful attorney
and agent to execute in his name, place and stead (in such capacity) any
and all amendments to the Registration Statement and any post-effective
amendments thereto and all instruments necessary or desirable in connection
therewith, to attest the seal of the Registrant thereon and to file the
same with the Securities and Exchange Commission.  Each of said attorneys
and agents shall have power to act with or without the other and have full
power and authority to do and perform in the name and on behalf of each of
the undersigned, in any and all capacities, every act whatsoever necessary
or advisable to be done in the premises as fully and to all intents and
purposes as each of the undersigned might or could do in person, hereby
ratifying and approving the act of said attorneys and agents and each of
them.

SIGNATURE               TITLE                     DATE
                                                  
                                                  
/s/Juris Padegs                                   
Juris Padegs            Trustee                   April  5, 1995




                                       4

<PAGE>
                                                                File No. 2-73371
                                                               File No. 811-3229



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM N-1A



                         POST-EFFECTIVE AMENDMENT NO. 21

                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 20

                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940


                               SCUDDER FUNDS TRUST


<PAGE>


                               SCUDDER FUNDS TRUST

                                  EXHIBIT INDEX


                                  Exhibit 2(d)


                                Exhibit 8 (a)(6)


                                  Exhibit 9(c)


                                 Exhibit 9(e)(1)


                                   Exhibit 10


                                   Exhibit 11


                                   Exhibit 12


                                                                    EXHIBIT 2(d)


                              SCUDDER EQUITY TRUST
                               SCUDDER FUNDS TRUST


                            Amendment to the By-Laws


     On September 17, 1992, the Board of Directors of Scudder Equity Trust and
Scudder Funds Trust adopted the following resolution amending the By-Laws of
each Fund:

               RESOLVED, that pursuant to the provisions of Article XI of the
               Fund's By-Laws, the first sentence of Article V Section 1. of the
               Fund's By-Laws is hereby amended to read as follows:

               Section 1. Executive and Other Committees. The Trustees by vote
               of a majority of all the Trustees may elect from their own number
               an Executive Committee to consist of not less than two (2) to
               hold office at the pleasure of the Trustees, which shall have the
               power to conduct the current and ordinary business of the Trust
               while the Trustees are not in session, including the purchase and
               sale of securities and the designation of securities to be
               delivered upon redemption of Shares of the Trust, and such other
               powers of the Trustees as the Trustees may, from time to time,
               delegate to them except those powers which by law, the
               Declaration or these By-Laws they are prohibited from delegating.


                                                                 EXHIBIT 8(a)(6)

                      STATE STREET BANK AND TRUST COMPANY
                                        
                             CUSTODIAN FEE SCHEDULE
                                        
                            SCUDDER COMPLEX OF FUNDS
                           (As listed in Schedule A)
                           

I.   ADMINISTRATION

     CUSTODY SERVICE

     Maintain custody of fund assets. Settle portfolio purchases and sales.
     Report buy and sell fails. Determine and collect portfolio income. Make
     cash disbursements and report cash transactions in local and base currency.
     Withhold foreign taxes. File foreign tax reclaims. Monitor corporate
     actions.  Report portfolio positions.

A.   DOMESTIC ASSETS

     First $10 Billion        .60 Basis Points
     Second $10 Billion       .55 Basis Points
     Third $10 Billion        .50 Basis Points
     Fourth $10 Billion       .40 Basis Points
     Over $40 Billion         .30 Basis Points

     A minimum charge of $6,000 annually will be applied to new funds which do
     not reach $100mm within one year from inception. This minimum charge would
     begin in the 13th month.

B.   GLOBAL ASSETS

<TABLE>
<CAPTION>
Country Grouping
Group A        Group B        Group C        Group D        Group E        Group F        Group G
- -------        -------        -------        -------        -------        -------        -------
<C>            <C>            <C>            <C>            <C>            <C>            <C>
Euroclear      Austria        Australia      Denmark        Portugal       Indonesia      Argentina
Japan          Canada         Belgium        Finland        Spain          Malaysia       Bangladesh
               Germany        Hong Kong      France                        Philippines    Brazil
                              Netherlands    Ireland                       South Korea    Chile
                              New Zealand    Italy                         Sri Lanka      China
                              Singapore      Luxembourg                    Sweden         Columbia
                              Switzerland    Mexico                        Taiwan         Cypress
                                             Norway                                       Greece
                                             Thailand                                     Hungary
                                             U.K.                                         India
                                                                                          Israel
                                                                                          Pakistan
                                                                                          Peru
                                                                                          Turkey
                                                                                          Uruguay
                                                                                          Venezuela
</TABLE>

Holding Charges in Basis Points (Annual Fee)

Group A   Group B   Group C   Group D   Group E   Group F   Group G
- -------   -------   -------   -------   -------   -------   -------
  3.5       5.0       6.0       8.0       20.0      25.0      40.0
<PAGE>

II.  PORTFOLIO TRADES - FOR EACH LINE ITEM PROCESSED

     State Street Bank Repos                        $ 7.00
                                                          
     DTC or Fed Book Entry                          $l2.00
                                                          
     New York Physical Settlements                  $25.00
                                                          
     PTC Purchase, Sale Deposit or Withdrawal       $16.00
                                                          
     Global Trades                                        

 Group A & B      Group C        Group D      Group E & F      Group G
 -----------      -------        -------     ------------      -------
     $25            $40            $50            $70           $150

III. OPTIONS

     Option charge for each option written or       $25.00
     closing contract, per issue, per broker
                                                          
     Option expiration charge, per issue, per       $15.00
     broker
                                                          
     Option exercised charge, per issue, per        $15.00
     broker

IV.  SPECIAL SERVICES

     Fees for activities of a non-recurring nature such as fund consolidations
     or reorganizations, extraordinary security shipments and the preparation of
     special reports will be subject to negotiation. Fees for tax
     accounting/recordkeeping for options, financial futures, and other special
     items will be negotiated separately.

V.   EARNINGS CREDIT

     A balance credit equal to 75% of the 90 day CD rate in effect the last
     business day of each month will be applied to the Custodian Demand Deposit
     Account balance of each fund, net of check redemption service overdrafts,
     on a pro-rated basis against the fund's custodian fee, excluding
     out-of-pocket expenses. The balance credit will be cumulative and carried
     forward each month. Any excess credit remaining at year-end (December 31)
     will not be carried forward.
<PAGE>

VI.  OUT-OF-POCKET EXPENSES

     A billing for the recovery of applicable out-of-pocket expenses will be
     made as of the end of each month. Out-of-pocket expenses include, but are
     not limited to the following:

     Telephone                                    Transfer Fees
     Wire Charges ($5.00 per wire in and $5.25    Sub-custodian Charges
     out)
     Postage and Insurance                        Price Waterhouse Audit Letter
     Courier Service                              Federal Reserve Fee for Return
     Duplicating                                    Check items over $2,500
     Legal Fees                                    -- $4.25 each
     Supplies Related to Fund Records             GNMA Transfer -- $15.00 each
     Rush Transfer--$8.00 each                    Stamp Duties
                                                  Registration Fees
            
             
Scudder Complex of Funds
(as listed in Schedule A)                     STATE STREET BANK & TRUST COMPANY
By:      /s/Pamela A. McGrath                 By:       /s/Michael L. Williams
Title:   Treasurer and Vice President         Title:    Vice President
Date:    July 22, 1994                        Date:     August 1, 1994



<PAGE>

                            Scudder Complex of Funds
                                   Schedule A

                                                       Estimated
          Fund                                         Effective Date
          ----                                         --------------
          Scudder California Tax Free                  8/1/94
          Scudder Cash Investment Trust                8/1/94
          Scudder U.S. Treasury Money                  8/1/94
          Scudder Limited Term Tax Free                8/1/94
          Scudder Mass Limited Term Tax Free           8/1/94
          SFI Managed Cash                             8/1/94
          SFI Managed Federal Securities               8/1/94
          SFI Managed Government Securities            8/1/94
          SIFI Cash                                    8/1/94
          SIFI Federal                                 8/1/94
          SIFI Government                              8/1/94
          Scudder Variable Life Balanced               8/1/94
          Scudder Variable Life Growth & Income        8/1/94
          Scudder Variable Life Capital Growth         8/1/94
          Scudder Variable Life International          8/1/94
          Scudder Variable Life Bond                   8/1/94
          Scudder Variable Life Money Market           8/1/94
          SFI Managed Tax Free                         8/15/94
          SIFI Tax Free                                8/15/94
          Scudder California Tax Free Money            9/15/94
          Scudder Growth & Income                      9/15/94
          SFI Managed Intermediate Government          9/15/94
          Scudder Tax Free Money Fund                  9/15/94
          Scudder New York Tax Free Money              9/15/94
          Scudder Ohio Tax Free                        10/1/94
          Scudder Pennsylvania Tax Free                10/1/94
          Scudder GNMA                                 10/1/94
          Scudder Massachusetts Tax Free               10/1/94
          Scudder New York Tax Free                    10/1/94
          Scudder Capital Growth                       10/1/94
          Scudder Value                                10/1/94
          Scudder Quality Growth                       10/1/94
          Scudder Medium Term Tax Free                 10/1/94
          Scudder Zero Coupon 2000                     10/1/94
          Scudder High Yield Tax Free                  10/15/94
          Scudder Managed Municipal Bond               10/15/94
          Scudder Balanced                             11/1/94
          Scudder Income                               11/1/94
          Scudder Global Fund                          1/1/95
          Scudder Gold                                 1/1/95
          Short Term Bond                              1/1/95
          AARP Balanced Stock & Bond                   3/1/95
          AARP Capital Growth                          3/1/95
          AARP GNMA                                    3/1/95
          AARP Growth & Income                         3/1/95
          AARP High Quality Bond                       3/1/95
          AARP High Quality Money                      3/1/95
          AARP HQ Tax Free Money                       3/1/95
          AARP Ins TF General Bond                     3/1/95
          First Iberian                                4/1/95


The Scudder Funds
Account Application
                                                  Mail this application to:
                                                  
                                                  The Scudder Funds
                                                  P.O. Box 2291
                                                  Boston, MA 02107-2291

STEP 1  SELECT YOUR SCUDDER FUND
<TABLE>
<S>                                   <C>                               <C>
Invest in any Scudder Fund with an    Name of Fund (See below for       Investment Amount
initial investment of $1,000 or more  complete fund name.)              
per fund. Be sure to read the         _______________________________   $___________________
prospectus before you invest. You may _______________________________    ___________________
request an additional prospectus or   _______________________________    ___________________
an IRA application by calling         _______________________________    ___________________
1-800-225-2470.                                                         Total$_____________
                                                                        
</TABLE>


<TABLE>
<C>  <C>                           <C>   <C>                           <C>    <C>
/  / By check (Payable to "The     /  /  Reinvest dividends            /  /   Mail dividends
     Scudder Funds")
     or                                                                       
/  / By wire. Call 1-800-225-5163  /  /  Electronically transfer dividends to my bank, which is an
     for instructions.                   Automated Clearing House (ACH) member.
</TABLE>

<TABLE>
<CAPTION>
FUND NAMES (Please check the box for the funds you selected above.)

Funds                                  Funds                                      Funds
- -----                                  -----                                      -----
<C>                                    <C>                                        <C>
Money Market Funds                     /  / Managed Municipal Bonds               Growth Funds
/  / Cash Investment Trust             /  / Medium Term Tax Free Fund             /  / Capital Growth Fund
/  / U.S. Treasury Money Fund          /  / Tax Free Money Fund                   /  / Development Fund
Income Funds                           /  / California Tax Free Fund              /  / Global Fund
/  / Emerging Markets Income Fund      /  / California Tax Free Money Fund        /  / Global Small Company Fund
/  / GNMA Fund                         /  / Mass. Limited Term Tax Free Fund      /  / Gold Fund
/  / Income Fund                       /  / Massachusetts Tax Free Fund           /  / Greater Europe Growth Fund
/  / International Bond Fund           /  / New York Tax Free Fund                /  / International Fund
/  / Short Term Bond Fund              /  / New York Tax Free Money Fund          /  / Latin America Fund
/  / Short Term Global Income Fund     /  / Ohio Tax Free Fund                    /  / Pacific Opportunities Fund
/  / Zero Coupon 2000 Fund             /  / Pennsylvania Tax Free Fund            /  / Quality Growth Fund
Tax Free Funds                         Growth & Income Funds                      /  / The Japan Fund
/  / High Yield Tax Free Fund          /  / Balanced Fund                         /  / Value Fund
/  / Limited Term Tax Free Fund        /  / Growth and Income Fund                
</TABLE>

<TABLE>
<C>                                                    <C>                 <C>
For Scudder use only.                                  __________________  __________________
This portion is used to expedite                       __________________  __________________
the processing of your                                 __________________  __________________
application.
</TABLE>

<PAGE>
STEP 2 REGISTER YOUR ACCOUNT (Choose one)
<TABLE>
<C>                                <C>                          <C>
/  / Individual Account            Name                         Social Security Number - Required
                                   ___________________________  ___ ___ ___-___ ___-___ ___ ___ ___
                                   
/  / Joint Account                 Name                         Social Security Number - Required
     Joint ownership means         ___________________________  ___ ___ ___-___ ___-___ ___ ___ ___
     joint tenants with            ___________________________
     rights of survivorship,
     and not tenants in
     common, unless otherwise
     specified.

/  / Custodial Account (Gift to    Custodian's Name (only one)  Minor's Social Security Number - Required
     Minors)                                                      
     One application is required   ___________________________  ___ ___ ___-___ ___-___ ___ ___ ___
     for each minor.                                                 
                                   Minor's Name                 Minor's State of Residence
                                   ___________________________  __________________________________
                                   
/  / Trust, Corporation, Business, Trust/Corporation Name       Trustee's Name
     or Other                      ___________________________  ___________________________
     We require a corporate        ___________________________  ___________________________
     resolution form for                                        
     corporations requesting       Trust Date                   Tax ID Number - Required
     telephone redemption. Call    ___________________________  ___________________________
     1-800-225-5163.

</TABLE>


STEP 3 PROVIDE YOUR ADDRESS AND OTHER INFORMATION

<TABLE>
<C>                                                             <C>
Address                                                         /  /U.S. Citizen /  /Resident Alien
                                                                          /  /Nonresident Alien
____________________________________________                    If nonresident alien, country of
____________________________________________                    residence for tax
____________________________________________                    purposes __________________________
                                                                
Daytime Phone (___)_________________________                    Occupation ________________________
                                                                
                                                                Employer __________________________
</TABLE>


STEP 4 SIGN YOUR NAME  (Be sure to read the certification and authorization
section)

<TABLE>
<C>                                     <C>                           <C>
Please be sure to sign your             Signature                     Date
name(s)exactly as in Step 2 above.      ____________________________  ____________________________
Check one:                              Signature                     Date
/  /Owner /  /Trustee /  /Custodian     ____________________________  ____________________________
/  /Other _________________________          Joint Owner/Trustee
</TABLE>


STEP 5 SIGN UP FOR CHECKWRITING  (An optional service)

<TABLE>
<C>                                     <C>                           <C>
                                        Complete the signature card   By completing the signature
                                        to the right for our free,    card, you agree to the
                                        unlimited checkwriting        pertinent rules and
                                        service. This service,        regulations of the State
                                        which is available for the    Street Bank and Trust
                                        nine funds listed, lets you   Company. These rules may be
                                        write checks in amounts as    amended from time to time.
                                        low as $100 against your      
                                        fund holdings. Each check     Note: Every person
                                        written continues to earn     registered on the account
                                        income in the fund until it   MUST sign the signature
                                        clears your account. Your     card, even if only one
                                        checkbook will be mailed      person will be signing the
                                        promptly.                     checks.
</TABLE>

<PAGE>
STEP 6 ESTABLISH YOUR ACCOUNT FEATURES

<TABLE>
<C>                                <C>
You may choose one or all of the   A. /  / Automatic Investment Plan (AIP): Add to your Scudder
following options by checking the  Fund automatically and regularly. Complete below and we'll
appropriate box and providing the  deduct money from your bank checking account to purchase
information requested.             additional shares for you. This Plan involves continuous
                                   investment, regardless of share-price levels, and does not
Please attach a voided check below assure a profit or protect against loss in down markets.
for these services.                (Consider your ability to maintain this Plan during such
                                   times.) Your bank must be an Automated Clearing House (ACH)
                                   member.
                                   
                                   Investments are to be drawn in the amount of $______ (minimum
                                   
                                   $50) around the _______ day of each month, beginning in _______
                                                                                            month
                                   199__. This money should be invested in the Scudder
                                   
                                   _____________________ Fund.
                                   
                                   B. /  / Telephone Redemption to Your Bank: You may call to
                                   redeem Scudder Fund shares and have the proceeds wired or sent
                                   to your bank account.
                                   
                                   C. /  / AutoBuy/AutoSell: You may call to purchase ($250 min.,
                                   $50,000 max.) or redeem shares of any Scudder Fund and have your
                                   checking account debited or credited directly. Your bank must be
                                   an ACH member.
</TABLE>

(GRAPHIC OF A CHECK IS LOCATED HERE TO INDICATE WHERE A VOIDED CHECK IS SUPPOSED
TO BE TAPED)

AUTOMATIC BENEFITS

<TABLE>
<C>                                <C>
A.   Scudder Automated             With SAIL you can access information on your Scudder Fund
     Information Line              account 24 hours a day, including yields, prices, total
     (SAIL(tm))                    returns, account balances, and transaction information. You can
                                   also use SAIL to make exchanges and redemptions. Call
                                   1-800-343-2890 and follow the instructions.
                                   
B.   Telephone Exchange            You may exchange among your Scudder Funds or have the proceeds
     and Redemption                (up to $50,000) sent directly to your address of record (the
                                   address on your account). Call 1-800-225-5163 from 8:00 a.m. to
                                   6:00 p.m., Monday through Friday, and a Scudder service
                                   representative will be happy to help you.
</TABLE>


<TABLE>
<C>                               <C>                                 <C>
SIGNATURE CARD                                                        DID YOU REMEMBER TO...

Please indicate the fund(s) for which you are requesting              /  / Select your fund and fill in
checkwriting service:                                                      the amount invested?
/  / Scudder Cash Investment      /  / Scudder CA Tax Free      
     Trust                             Money Fund
/  / Scudder U.S. Treasury Money  /  / Scudder NY Tax Free            /  / Enclose your check made out
     Fund                              Money Fund                          to the "Scudder Funds"?
/  / Scudder Tax Free Money       /  / Scudder Short Term Bond  
     Fund                              Fund
/  / Scudder Medium Term Tax      /  / Scudder Limited Term           /  / Include your social security
     Free Fund                         Tax Free Fund                       number in Step 2?
/  / Scudder Mass. Limited Term                                 
     Tax Free Fund
                                                                      /  / Sign the application in Step
                                                                           4 exactly as registered?
Account Owners (exactly as in Step 2)                           

Your Name(s)                                                          /  / Attach a voided check in Step
__________________________        ___________________________              6?
                                  
Your Signatures (exactly as in Step 2)                           

1.   ___________________________                                      /  / Sign the checkwriting card,
                                                                           if applicable?
2.   ___________________________

How many signatures are required to sign each check?   /  / One  /  / All
</TABLE>

<PAGE>
CERTIFICATION AND AUTHORIZATION

I certify that I have the authority and legal capacity to purchase shares of the
Scudder Funds and to establish and use any related privileges. I have received
and read the prospectus, and understand the investment objectives and policies
of each Scudder Fund I have selected. I agree to be bound by the terms of the
prospectus and the statement of additional information, as each may be amended
from time to time, for each Fund I have selected.

I authorize the Scudder Funds, Scudder Service Corporation or any successor
transfer agent (the "Transfer Agent"), or their affiliates, to act on any
instructions (including telephone instructions) reasonably believed to be
genuine for any of the services described in this Application (both services
that I have requested, such as the Automatic Investment Plan, Telephone
Redemption to Your Bank and AutoBuy/AutoSell services, and, if services are
automatic, such as the Scudder Automated Information Line (SAIL) and Telephone
Exchange and Redemption services, services that I have not declined by notifying
the Transfer Agent in writing). The Scudder Funds employ procedures that are
designed to give reasonable assurance that instructions communicated by
telephone are genuine. These procedures include verifying the identity of each
telephone caller, recording all telephone calls and sending written
confirmations of transactions initiated by telephone. To the extent that a
Scudder Fund does not follow these procedures, it may be held liable for losses
due to unauthorized or fraudulent telephone instructions. I agree that neither
any Scudder Fund, the Transfer Agent, Scudder Investor Services, nor any of
their affiliates or agents will be held liable for acting on telephone
instructions reasonably believed to be genuine.

I understand that any of the telephone services described in this Application
may be modified, interrupted, suspended or terminated at any time, without
notice.

I certify under penalties of perjury that

(1) the social security number or tax identification number shown above in Step
2 is correct and may be used for an account opened for me by the Scudder Family
of Funds; and

(2) I am not subject to backup withholding either because (a) I am an "exempt
foreign person," as defined below, or, (b) if I am not an "exempt foreign
person," the Internal Revenue Service (the "IRS") has not notified me that I am
subject to backup withholding as a result of failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to backup
withholding.

Cross out item (2) if you are currently subject to backup withholding.

An "exempt foreign person" is a person who is not a citizen or resident of the
United States (or, if married to a U.S. citizen, has not elected to be treated
as a U.S. resident) nor a U.S. corporation, partnership, estate or trust, and
who is not and does not reasonably expect to be engaged in a U.S. trade or
business with respect to which any gain derived during the calendar year by the
account now established is effectively connected and, in the case of an
individual, has not and reasonably expects not to be present in the United
States for 183 days or more during the current calendar year.

I understand that the terms of this Certifications and Authorizations section
apply to any Scudder Fund investment I make now or in the future and supersede
the terms contained in the same or similar section of any prior application I
have signed. The certifications and authorizations contained in this section
apply to each person who signs this Application.

I understand that I may choose to receive capital gains distributions by mail.
(Please call 1-800-225-2470 for details.) If I do not choose this option, any
capital gains distribution will be used to purchase additional shares in my Fund
account.


                    When a check is presented on the authorized signer's(s')
                    personal checking account established by State Street Bank
                    and Trust Company ("Bank") for payment, the Bank will
                    present the check to the designated Fund as authority to
                    redeem a sufficient number of shares in the authorized
                    signer's(s') shareholder account to cover the amount of the
                    check. The Fund is hereby authorized and directed to accept
                    and act upon checks presented to it by the Bank and to
                    redeem a sufficient number of shares for which certificates
                    have not been issued in the authorized signer's(s')
                    shareholder account and forward the proceeds of such
                    redemption to the Bank. The authorized signers understand
                    and agree that shares of the Fund that have been purchased
                    by check and have been on the books of the Fund for less
                    than seven (7) days will not be redeemed; checks written for
                    amounts that include such shares will be returned marked
                    "Uncollected Funds." The authorized signers further
                    understand and agree that the designated Fund and/or its
                    agents will not be liable for any loss, expense, or cost
                    arising out of check redemption. The designated Fund and the
                    Bank reserve the right to change, modify, or terminate this
                    checking account privilege at any time.


                                                                 Exhibit 9(e)(1)

                    FUND ACCOUNTING SERVICES AGREEMENT

THIS AGREEMENT is made on the 10th day of January, 1995 between Scudder
Funds Trust (the "Fund"), on behalf of Scudder Zero Coupon 2000 Fund
(hereinafter called the "Portfolio"), a registered open-end management
investment company with its principal place of business in Boston,
Massachusetts and Scudder Fund Accounting Corporation, with its principal
place of business in Boston, Massachusetts (hereinafter called "FUND
ACCOUNTING").

WHEREAS, the Portfolio has need for certain accounting services which FUND
ACCOUNTING is willing and able to provide;

NOW THEREFORE in consideration of the mutual promises herein made, the Fund
and FUND ACCOUNTING agree as follows:

Section 1.  Duties of FUND ACCOUNTING - General

     FUND ACCOUNTING is authorized to act under the terms of this Agreement
     as the Portfolio's fund accounting agent, and as such FUND ACCOUNTING
     shall:

          a.   Maintain and preserve all accounts, books, financial records
          and other documents as are required of the Fund under Section 31
          of the Investment Company Act of 1940 (the "1940 Act") and Rules
          31a-1, 31a-2 and 31a-3 thereunder, applicable federal and state
          laws and any other law or administrative rules or procedures
          which may be applicable to the Fund on behalf of the Portfolio,
          other than those accounts, books and financial records required
          to be maintained by the Fund's custodian or transfer agent and/or
          books and records maintained by all other service providers
          necessary for the Fund to conduct its business as a registered
          open-end management investment company.  All such books and
          records shall be the property of the Fund and shall at all times
          during regular business hours be open for inspection by, and
          shall be surrendered promptly upon request of, duly authorized
          officers of the Fund.  All such books and records shall at all
          times during regular business hours be open for inspection, upon
          request of duly authorized officers of the Fund, by employees or
          agents of the Fund and employees and agents of the Securities and
          Exchange Commission.
          b.   Record the current day's trading activity and such other
          proper bookkeeping entries as are necessary for determining that
          day's net asset value and net income.
          c.   Render statements or copies of records as from time to time
          are reasonably requested by the Fund.
          d.   Facilitate audits of accounts by the Fund's independent
          public accountants or by any other auditors employed or engaged
          by the Fund or by any regulatory body with jurisdiction over the
          Fund.
          e.   Compute the Portfolio's net asset value per share, and, if
          applicable, its public offering price and/or its daily dividend
          rates and money market yields, in accordance with Section 3 of
          the Agreement and notify the Fund and such other persons as the
          Fund may reasonably request of the net asset value per share, the
          public offering price and/or its daily dividend rates and money
          market yields.

                                       1
<PAGE>


Section 2.  Valuation of Securities

     Securities shall be valued in accordance with (a) the Fund's
     Registration Statement, as amended or supplemented from time to time
     (hereinafter referred to as the "Registration Statement"); (b) the
     resolutions of the Board of Trustees of the Fund at the time in force
     and applicable, as they may from time to time be delivered to FUND
     ACCOUNTING, and (c) Proper Instructions from such officers of the Fund
     or other persons as are from time to time authorized by the Board of
     Trustees of the Fund to give instructions with respect to computation
     and determination of the net asset value.  FUND ACCOUNTING may use one
     or more external pricing services, including broker-dealers, provided
     that an appropriate officer of the Fund shall have approved such use
     in advance.

Section 3.  Computation of Net Asset Value, Public Offering Price, Daily
Dividend Rates and Yields

     FUND ACCOUNTING shall compute the Portfolio's net asset value,
     including net income, in a manner consistent with the specific
     provisions of the Registration Statement.  Such computation shall be
     made as of the time or times specified in the Registration Statement.

     FUND ACCOUNTING shall compute the daily dividend rates and money
     market yields, if applicable, in accordance with the methodology set
     forth in the Registration Statement.

Section 4.  FUND ACCOUNTING's Reliance on Instructions and Advice

     In maintaining the Portfolio's books of account and making the
     necessary computations FUND ACCOUNTING shall be entitled to receive,
     and may rely upon, information furnished it by means of Proper
     Instructions, including but not limited to:

          a.   The manner and amount of accrual of expenses to be recorded
          on the books of the Portfolio;
          b.   The source of quotations to be used for such securities as
          may not be available through FUND ACCOUNTING's normal pricing
          services;
          c.   The value to be assigned to any asset for which no price
          quotations are readily available;
          d.   If applicable, the manner of computation of the public
          offering price and such other computations as may be necessary;
          e.   Transactions in portfolio securities;
          f.   Transactions in shares of beneficial interest.

     FUND ACCOUNTING shall be entitled to receive, and shall be entitled to
     rely upon, as conclusive proof of any fact or matter required to be
     ascertained by it hereunder, a certificate, letter or other instrument
     signed by an authorized officer of the Fund or any other person
     authorized by the Fund's Board of Trustees.

     FUND ACCOUNTING shall be entitled to receive and act upon advice of
     Counsel (which may be Counsel for the Fund) at the reasonable expense
     of the Portfolio and shall be without liability for any action taken
     or thing done in good faith in reliance upon such advice.


                                       2
<PAGE>


     FUND ACCOUNTING shall be entitled to receive, and may rely upon,
     information received from the Transfer Agent.

Section 5.  Proper Instructions

     "Proper Instructions" as used herein means any certificate, letter or
     other instrument or telephone call reasonably believed by FUND
     ACCOUNTING to be genuine and to have been properly made or signed by
     any authorized officer of the Fund or person certified to FUND
     ACCOUNTING as being authorized by the Board of Trustees.  The Fund, on
     behalf of the Portfolio, shall cause oral instructions to be confirmed
     in writing.  Proper Instructions may include communications effected
     directly between electro-mechanical or electronic devices as from time
     to time agreed to by an authorized officer of the Fund and FUND
     ACCOUNTING.

     The Fund, on behalf of the Portfolio, agrees to furnish to the
     appropriate person(s) within FUND ACCOUNTING a copy of the
     Registration Statement as in effect from time to time.  FUND
     ACCOUNTING may conclusively rely on the Fund's most recently delivered
     Registration Statement for all purposes under this Agreement and shall
     not be liable to the Portfolio or the Fund in acting in reliance
     thereon.

Section 6.  Standard of Care and Indemnification

     FUND ACCOUNTING shall exercise reasonable care and diligence in the
     performance of its duties hereunder.  The Fund agrees that FUND
     ACCOUNTING shall not be liable under this Agreement for any error of
     judgment or mistake of law made in good faith and consistent with the
     foregoing standard of care, provided that nothing in this Agreement
     shall be deemed to protect or purport to protect FUND ACCOUNTING
     against any liability to the Fund, the Portfolio or its shareholders
     to which FUND ACCOUNTING would otherwise be subject by reason of
     willful misfeasance, bad faith or negligence in the performance of its
     duties, or by reason of its reckless disregard of its obligations and
     duties hereunder.

     The Fund agrees, on behalf of the Portfolio, to indemnify and hold
     harmless FUND ACCOUNTING and its employees, agents and nominees from
     all taxes, charges, expenses, assessments, claims and liabilities
     (including reasonable attorneys' fees) incurred or assessed against
     them in connection with the performance of this Agreement, except such
     as may arise from their own negligent action, negligent failure to act
     or willful misconduct.  The foregoing notwithstanding, FUND ACCOUNTING
     will in no event be liable for any loss resulting from the acts,
     omissions, lack of financial responsibility, or failure to perform the
     obligations of any person or organization designated by the Fund to be
     the authorized agent of the Portfolio as a party to any transactions.

     FUND ACCOUNTING's responsibility for damage or loss with respect to


                                       3
<PAGE>


     the Portfolio's records arising from fire, flood, Acts of God,
     military power, war, insurrection or nuclear fission, fusion or
     radioactivity shall be limited to the use of FUND ACCOUNTING's best
     efforts to recover the Portfolio's records determined to be lost,
     missing or destroyed.

Section 7.  Compensation and FUND ACCOUNTING Expenses

     FUND ACCOUNTING shall be paid as compensation for its services
     pursuant to this Agreement such compensation as may from time to time
     be agreed upon in writing by the two parties.  FUND ACCOUNTING shall
     be entitled to recover its reasonable telephone, courier or delivery
     service, and all other reasonable out-of-pocket, expenses as incurred,
     including, without limitation, reasonable attorneys' fees and
     reasonable fees for pricing services.

Section 8.  Amendment and Termination

     This Agreement shall continue in full force and effect until
     terminated as hereinafter provided, may be amended at any time by
     mutual agreement of the parties hereto and may be terminated by an
     instrument in writing delivered or mailed to the other party.  Such
     termination shall take effect not sooner than ninety (90) days after
     the date of delivery or mailing of such notice of termination.  Any
     termination date is to be no earlier than four months from the
     effective date hereof.  Upon termination, FUND ACCOUNTING will turn
     over to the Fund or its designee and cease to retain in FUND
     ACCOUNTING files, records of the calculations of net asset value and
     all other records pertaining to its services hereunder; provided,
     however, FUND ACCOUNTING in its discretion may make and retain copies
     of any and all such records and documents which it determines
     appropriate or for its protection.

Section 9.  Services Not Exclusive

     FUND ACCOUNTING's services pursuant to this Agreement are not to be
     deemed to be exclusive, and it is understood that FUND ACCOUNTING may
     perform fund accounting services for others.  In acting under this
     Agreement, FUND ACCOUNTING shall be an independent contractor and not
     an agent of the Fund or the Portfolio.

Section 10.  Limitation of Liability for Claims

     The Fund's Declaration of Trust, dated December 21, 1987, as amended
     to date (the "Declaration"), a copy of which, together with all
     amendments thereto, is on file in the Office of the Secretary of State
     of the Commonwealth of Massachusetts, provides that the name "Scudder
     Funds 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 the Portfolio, or Trustee, officer,
     employee or agent of the Fund shall be subject to claims against or
     obligations of the Trust or of the Portfolio to any extent whatsoever,
     but that the Trust estate only shall be liable.

     FUND ACCOUNTING is expressly put on notice of the limitation of
     liability as set forth in the Declaration and FUND ACCOUNTING agrees


                                       4
<PAGE>

     that the obligations assumed by the Fund and/or the Portfolio under
     this Agreement shall be limited in all cases to the Portfolio and its
     assets, and FUND ACCOUNTING shall not seek satisfaction of any such
     obligation from the shareholders or any shareholder of the Fund or the
     Portfolio or any other series of the Fund, or from any Trustee,
     officer, employee or agent of the Fund.  FUND ACCOUNTING understands
     that the rights and obligations of the Portfolio under the Declaration
     are separate and distinct from those of any and all other series of
     the Fund.

Section 11.  Notices

     Any notice shall be sufficiently given when delivered or mailed to the
     other party at the address of such party set forth below or to such
     other person or at such other address as such party may from time to
     time specify in writing to the other party.

     If to FUND ACCOUNTING:        Scudder Fund Accounting Corporation
                                   Two International Place
                                   Boston, Massachusetts  02110
                                   Attn:  Vice President

     If to the Fund - Portfolio:   Scudder Funds Trust -
                                   Scudder Zero Coupon 2000 Fund
                                   Two International Place
                                   Boston, Massachusetts  02110
                                   Attn:  President, Secretary or Treasurer

Section 12.  Miscellaneous

     This Agreement may not be assigned by FUND ACCOUNTING without the
     consent of the Fund as authorized or approved by resolution of its
     Board of Trustees.

     In connection with the operation of this Agreement, the Fund and FUND
     ACCOUNTING may agree from time to time on such provisions interpretive
     of or in addition to the provisions of this Agreement as in their
     joint opinions may be consistent with this Agreement.  Any such
     interpretive or additional provisions shall be in writing, signed by
     both parties and annexed hereto, but no such provisions shall be
     deemed to be an amendment of this Agreement.

     This Agreement shall be governed and construed in accordance with the
     laws of the Commonwealth of Massachusetts.

     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.

     This Agreement constitutes the entire agreement between the parties
     concerning the subject matter hereof, and supersedes any and all prior
     understandings.


                                       5
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and its
seal to be hereunder affixed as of the date first written above.


                    SCUDDER FUNDS TRUST, on behalf of
                    Scudder Zero Coupon 2000 Fund

                    By:/s/Daniel Pierce
                         President


                    SCUDDER FUND ACCOUNTING CORPORATION

                    By:/s/Pamela A. McGrath
                         Vice President



                                       6
<PAGE>

                         Scudder Fund Accounting Corp.
                          Fund Accounting Fee Schedule
                                 Scudder Funds


Fund Accounting Service--Maintain and preserve accounts, books, records and
other documents as are required of the Fund under Section 31 of the
Investment Company Act of 1940 and Rules 31a-1 and 31a-2. Record the
current day's trading activity and such other proper bookkeeping entries as
are necessary for determining that day's net asset value. Calculate net
asset value.

I. Annual Fees per Portfolio

     Money Market Funds

     Fund Net Assets                                             Annual Fee
     ------------------------                                ------------------
     First $150 Million                                       2.00 Basis Points
     Next $850 Million                                         .60 Basis Points
     Excess--Over $1 billion                                   .35 Basis Points

     A minimum monthly fee of $2,500 will be applied.

     
     Domestic Fixed Income Funds

     Fund Net Assets                                             Annual Fee
     ------------------------                                ------------------
     First $150 Million                                       2.50 Basis Points
     Next $850 Million                                         .75 Basis Points
     Excess--Over $1 billion                                   .45 Basis Points

     A minimum monthly fee of $3,125 will be applied.

     
     Domestic Equity Funds

     Fund Net Assets                                             Annual Fee
     ------------------------                                ------------------
     First $150 Million                                       2.50 Basis Points
     Next $850 Million                                         .75 Basis Points
     Excess--Over $1 billion                                   .45 Basis Points

     A minimum monthly fee of $3,125 will be applied.

     
     International Equity Funds

     Fund Net Assets                                             Annual Fee
     ------------------------                                ------------------

     First $150 Million                                       6.50 Basis Points
     Next $850 Million                                        4.00 Basis Points
     Excess--Over $1 billion                                  2.00 Basis Points

     A minimum monthly fee of $4,167 will be applied.

<PAGE>

                         Scudder Fund Accounting Corp.
                          Fund Accounting Fee Schedule
                                 Scudder Funds


     International Fixed Income Funds

     Fund Net Assets                                             Annual Fee
     ------------------------                                ------------------
     First $150 Million                                       8.00 Basis Points
     Next $850 Million                                        6.00 Basis Points
     Excess--Over $1 billion                                  4.00 Basis Points

     A minimum monthly fee of $4,167 will be applied.


II. Holdings Charge

     For each issue maintained--monthly charge               $7.50

III. Portfolio Trades

     Money Market Instruments                                $5.00
     Domestic Fixed Income Securities                       $10.00
     Domestic Equity Securities                             $10.00
     Options, Futures and Forward Contracts                 $25.00
     Foreign Equity and Fixed Income Securities             $25.00
     Foreign Currency Options and Futures Contracts         $35.00
     Foreign Options and Futures Contracts                  $35.00

IV. Out-of-Pocket Expenses

    A billing for the recovery of  applicable  out-of-pocket  expenses  will be
    made at the end of each month.  Out-of-pocket expsenses include,  telephone,
    courier or delivery service,  legal fees, fees for pricing services and all
    other reasonable out-of-pocket expenses.



     Fund/Portfolio                            Scudder Fund Accounting Corp.
     ------------------------                  --------------------------------

     By:_____________________________          By:_____________________________

     Title:__________________________          Title:__________________________
   
     Date:___________________________          Date:___________________________



                              April 11, 1995



Scudder Funds Trust
Two International Place
Boston, MA  02110

Re:  Post-Effective Amendment No. 21 to Registration
     Statement on Form N-1A (the "Amendment")
     (File No. 2-73371)

Gentlemen:

     Scudder Funds Trust, formerly Scudder Target Fund, (the "Trust") is a trust
created under a written Declaration of Trust dated July 24, 1981, and executed
and delivered in Boston, Massachusetts. The Declaration of Trust was amended by
an Amended and Restated Declaration of Trust dated December 21, 1987 (as further
amended, the "Declaration of Trust"). The beneficial interest thereunder is
represented by transferable shares with a par value of $.01 per share
("Shares"). The Trustees have the powers set forth in the Declaration of Trust,
subject to the terms, provisions and conditions therein provided.

     We are of the opinion that all legal requirements have been complied with
in the creation of the Trust and that said Declaration of Trust is legal and
valid.

     Under Article V, Section 5.4 of the Declaration of Trust, the Trustees are
empowered, in their discretion, from time to time, to issue Shares for such
amount and type of consideration, at such time or times and on such terms as the
Trustees may deem best. Under Article V, Section 5.1, it is provided that the
number of Shares authorized to be issued under the Declaration of Trust is
unlimited. Under Article V, Section 5.11, the Trustees may authorize the
division of Shares into two or more series. By instruments dated June 29, 1989
and March 7, 1990, the Trustees changed the names of the series of the Trust
such that the existing six series of the Trust were designated as follows:
Scudder Zero Coupon 1990 Fund, Scudder Zero Coupon 1995 Fund, Scudder Zero
Coupon 2000 Fund, Scudder Zero Coupon 2005 Fund, Scudder Zero Coupon 2010 Fund
and Scudder Short Term Bond Fund. By written instruments dated December 31, 1990
and July 15, 1992, the Trustees abolished and dissolved Scudder Zero Coupon 1990
Fund and Scudder Zero Coupon 1995 Fund.

<PAGE>

     By votes adopted on December 6, 1993 and December 5 and 6, 1994, the
Trustees of the Trust authorized the President, any Vice President, the
Secretary, and the Treasurer, from time to time, to determine the appropriate
number of Shares to be registered, and to register with the Securities and
Exchange Commission, and to issue and sell to the public, such Shares. No Shares
of the Scudder Zero Coupon 2005 Fund or Scudder Zero Coupon 2010 Fund have been
issued or sold.

     We understand that you are about to register by the Amendment 81,914,500
Shares of the Trust.

     We are of the opinion that all necessary Trust action precedent to the
issue of up to 81,914,500 Shares of the Trust, comprising the Shares covered by
the Amendment has been duly taken and that all such Shares may be legally and
validly issued for cash, and when sold will be fully paid and nonassessable by
the Trust upon receipt by the Trust or its agent of consideration for such
Shares in accordance with the terms described in the Registration Statement
subject to compliance with the Securities Act of 1933, the Investment Company
Act of 1940, and applicable state laws regulating the sale of securities.

     We consent to your filing this opinion with the Securities and Exchange
Commission as an Exhibit to the Amendment.

                              Very truly yours,
                              /s/Dechert Price & Rhoads


                 CONSENT OF INDEPENDENT ACCOUNTANTS


To the Trustees of Scudder Funds Trust:

     We consent to the  incorporation by reference in  Post-Effective  Amendment
No. 21 to the Registration Statement of Scudder Funds Trust on Form N-1A, of our
reports  dated  February  22, 1995 and  February  3, 1995,  on our audits of the
financial  statements  and financial  highlights of Scudder Short Term Bond Fund
and Scudder Zero Coupon 2000 Fund,  respectively,  which reports are included in
the respective  Annual Reports to  Shareholders  for the year ended December 31,
1994, which are incorporated by reference in the Registration Statement.

     We also consent to the reference to our Firm under the caption, "Experts."




                                               /s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts                             COOPERS & LYBRAND L.L.P.
April 13, 1995


<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Short Term Bond Fund Annual Report for the fiscal year ended
December 31, 1994 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
     <NUMBER> 1
     <NAME> Scudder Short Term Bond Fund
       
<S>                                   <C>
<PERIOD-TYPE>                                YEAR
<FISCAL-YEAR-END>                     DEC-31-1994
<PERIOD-START>                        JAN-01-1994
<PERIOD-END>                          DEC-31-1994
<INVESTMENTS-AT-COST>               2,282,185,046
<INVESTMENTS-AT-VALUE>              2,130,051,141
<RECEIVABLES>                          28,402,910
<ASSETS-OTHER>                          6,607,580
<OTHER-ITEMS-ASSETS>                            0
<TOTAL-ASSETS>                      2,165,061,631
<PAYABLE-FOR-SECURITIES>               10,838,642
<SENIOR-LONG-TERM-DEBT>                         0
<OTHER-ITEMS-LIABILITIES>              18,286,254
<TOTAL-LIABILITIES>                    29,124,896
<SENIOR-EQUITY>                                 0
<PAID-IN-CAPITAL-COMMON>            2,317,836,790
<SHARES-COMMON-STOCK>                 195,776,523
<SHARES-COMMON-PRIOR>                 265,610,358
<ACCUMULATED-NII-CURRENT>                       0
<OVERDISTRIBUTION-NII>                          0
<ACCUMULATED-NET-GAINS>              (43,456,565)
<OVERDISTRIBUTION-GAINS>                        0
<ACCUM-APPREC-OR-DEPREC>            (138,443,490)
<NET-ASSETS>                        2,135,936,735
<DIVIDEND-INCOME>                               0
<INTEREST-INCOME>                     207,436,125
<OTHER-INCOME>                                  0
<EXPENSES-NET>                         19,658,815
<NET-INVESTMENT-INCOME>               187,777,310
<REALIZED-GAINS-CURRENT>             (79,769,043)
<APPREC-INCREASE-CURRENT>           (188,626,897)
<NET-CHANGE-FROM-OPS>                (80,618,630)
<EQUALIZATION>                                  0
<DISTRIBUTIONS-OF-INCOME>           (149,862,207)
<DISTRIBUTIONS-OF-GAINS>                        0
<DISTRIBUTIONS-OTHER>                (27,524,389)
<NUMBER-OF-SHARES-SOLD>                89,258,004
<NUMBER-OF-SHARES-REDEEMED>         (170,827,860)
<SHARES-REINVESTED>                    11,736,021
<NET-CHANGE-IN-ASSETS>            (1,054,490,692)
<ACCUMULATED-NII-PRIOR>               (1,696,479)
<ACCUMULATED-GAINS-PRIOR>            (19,602,155)
<OVERDISTRIB-NII-PRIOR>                         0
<OVERDIST-NET-GAINS-PRIOR>                      0
<GROSS-ADVISORY-FEES>                  12,415,709
<INTEREST-EXPENSE>                              0
<GROSS-EXPENSE>                        19,658,815
<AVERAGE-NET-ASSETS>                2,711,047,498
<PER-SHARE-NAV-BEGIN>                       12.01
<PER-SHARE-NII>                               .81
<PER-SHARE-GAIN-APPREC>                      1.15
<PER-SHARE-DIVIDEND>                        (.64)
<PER-SHARE-DISTRIBUTIONS>                       0
<RETURNS-OF-CAPITAL>                        (.12)
<PER-SHARE-NAV-END>                         10.91
<EXPENSE-RATIO>                               .73
<AVG-DEBT-OUTSTANDING>                          0
<AVG-DEBT-PER-SHARE>                            0
        



</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Scudder Zero Coupon 2000 Fund Annual Report for the fiscal year ended
December 31,1994 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<SERIES>
     <NUMBER>4
     <NAME> Scudder Zero Coupon 2000 Fund
       
<S>                           <C>
<PERIOD-TYPE>                                YEAR
<FISCAL-YEAR-END>                     DEC-31-1994
<PERIOD-START>                        JAN-01-1994
<PERIOD-END>                          DEC-31-1994
<INVESTMENTS-AT-COST>                  26,127,239
<INVESTMENTS-AT-VALUE>                 24,874,598
<RECEIVABLES>                              88,052
<ASSETS-OTHER>                                  0
<OTHER-ITEMS-ASSETS>                          181
<TOTAL-ASSETS>                         24,962,831
<PAYABLE-FOR-SECURITIES>                        0
<SENIOR-LONG-TERM-DEBT>                         0
<OTHER-ITEMS-LIABILITIES>                  94,798
<TOTAL-LIABILITIES>                        94,798
<SENIOR-EQUITY>                                 0
<PAID-IN-CAPITAL-COMMON>               26,944,212
<SHARES-COMMON-STOCK>                   2,271,921
<SHARES-COMMON-PRIOR>                   2,394,451
<ACCUMULATED-NII-CURRENT>                 640,017
<OVERDISTRIBUTION-NII>                          0
<ACCUMULATED-NET-GAINS>               (1,463,555)
<OVERDISTRIBUTION-GAINS>                        0
<ACCUM-APPREC-OR-DEPREC>              (1,252,641)
<NET-ASSETS>                           24,868,033
<DIVIDEND-INCOME>                               0
<INTEREST-INCOME>                       1,564,944
<OTHER-INCOME>                                  0
<EXPENSES-NET>                            251,268
<NET-INVESTMENT-INCOME>                 1,313,676
<REALIZED-GAINS-CURRENT>              (1,399,239)
<APPREC-INCREASE-CURRENT>             (2,122,299)
<NET-CHANGE-FROM-OPS>                 (2,207,862)
<EQUALIZATION>                                  0
<DISTRIBUTIONS-OF-INCOME>                 674,895
<DISTRIBUTIONS-OF-GAINS>                1,284,256
<DISTRIBUTIONS-OTHER>                           0
<NUMBER-OF-SHARES-SOLD>                   891,083
<NUMBER-OF-SHARES-REDEEMED>             1,183,352
<SHARES-REINVESTED>                       169,739
<NET-CHANGE-IN-ASSETS>                (5,897,445)
<ACCUMULATED-NII-PRIOR>                    13,413
<ACCUMULATED-GAINS-PRIOR>               1,207,766
<OVERDISTRIB-NII-PRIOR>                         0
<OVERDIST-NET-GAINS-PRIOR>                      0
<GROSS-ADVISORY-FEES>                     150,769
<INTEREST-EXPENSE>                              0
<GROSS-EXPENSE>                           368,584
<AVERAGE-NET-ASSETS>                   25,123,923
<PER-SHARE-NAV-BEGIN>                       12.85
<PER-SHARE-NII>                               .59
<PER-SHARE-GAIN-APPREC>                    (1.59)
<PER-SHARE-DIVIDEND>                          .31
<PER-SHARE-DISTRIBUTIONS>                     .59
<RETURNS-OF-CAPITAL>                            0
<PER-SHARE-NAV-END>                         10.95
<EXPENSE-RATIO>                              1.00
<AVG-DEBT-OUTSTANDING>                          0
<AVG-DEBT-PER-SHARE>                            0
        


</TABLE>


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