Small Company Growth Portfolio

Investment objective
Small Company Growth Portfolio pursues long-term growth of capital by investing primarily in equity securities issued by emerging growth companies. Unless otherwise indicated, the portfolio's investment objective and policies may be changed without a vote of shareholders.

Main investment strategies
Emerging growth companies tend to be small or little-known companies that have strong prospects for growth because they may offer such things as cutting edge products, unique services, innovative distribution channels or technological advances.

In managing the portfolio, the portfolio management team identifies promising small companies through extensive fundamental and field research. Using a "bottom-up" approach, the portfolio focuses on companies that, in the portfolio management team's view, have the following characteristics:

• low debt positions;
• clean balance sheets;
• conservative accounting methods;
• excellent management who own a significant stake in the company;
• projected annual earnings growth rates of at least 15%; and
• either a commanding position in a growing market or the ability to build such a position in the future.

In addition, the portfolio favors companies that are in an "emerging growth" phase of development. At this stage, a young company may enjoy certain advantages, such as niche products and lean organizations, and thus be well-positioned for significant growth and greater market recognition.

In order to locate tomorrow's leaders before they are widely known, the portfolio management team searches for companies developing new, innovative products and services that it believes have the potential to substantially impact their particular industries or dramatically change consumer behavior in the next century. The portfolio management team expects to find these companies in many rapidly changing sectors of the economy. Examples include innovative retailing concepts, the transition in the U.S. to a service-based economy, advances occurring in health care and biotechnology, as well as the rapidly developing areas of communications, computing, software and technology generally.

The portfolio normally invests at least 80% of its assets in common stocks. Companies in which the portfolio invests generally are similar in size to those included in the Russell 2000 Index — a widely used benchmark of small stock performance. As companies in the portfolio's portfolio exceed the maximum market value of the companies in the Russell 2000 Index, the portfolio may continue to hold these securities, but will generally not add to these holdings. A stock is typically sold when, in the opinion of the portfolio management team, (i) the stock has reached its fair market value and its appreciation potential is limited, (ii) the company's fundamentals have deteriorated or (iii) the portfolio is too heavily weighted in the particular stock or industry sector.

Of course, there can be no guarantee that by following these strategies, the portfolio will achieve its objective.

Other investments
To a more limited extent, the portfolio may, but is not required to, make the following investments:

The portfolio may also invest in the equity securities of foreign companies. The portfolio may utilize other investments and investment techniques that may impact portfolio performance including, but not limited to, futures, options and other derivatives (financial instruments that derive their value from other securities or commodities, or that are based on indices).

Risk management strategies
The portfolio manages risk by diversifying widely among industries and companies, and using disciplined security selection.

For temporary defensive purposes, the portfolio may temporarily invest up to 100% of its assets in cash and cash equivalents. In such a case, the portfolio would not be pursuing, and may not achieve, its investment objective.

The portfolio may, but is not required to, use certain derivatives in an attempt to manage risk. The use of derivatives could magnify losses.

Main risks
The primary factor affecting the portfolio's performance is stock market movements. Stock market movements will affect the portfolio's share prices on a daily basis and the portfolio's returns and net asset value will go up and down. Declines are possible both in the overall stock market and in the type of securities held by the portfolio.

An investment in the common stock of a company represents a proportionate ownership interest in that company. Therefore, the portfolio participates in the success or failure of any company in which it holds stock. Compared to other classes of financial assets, such as bonds or cash equivalents, common stocks have historically offered the greatest potential for gain on your investment. However, the market value of common stocks can fluctuate significantly, reflecting such things as the business performance of the issuing company, investors' perceptions of the company or the overall stock market and general economic or financial market.

While small company stocks have historically outperformed large company stocks, they also have been subject to greater investment risk. The risks generally associated with small companies include more limited product lines, markets and financial resources, lack of management depth or experience, dependency on key personnel and vulnerability to adverse market and economic developments. Accordingly, the prices of small company stocks tend to be more volatile than prices of large company stocks. Further, the prices of small company stocks are often adversely affected by limited trading volumes and the lack of publicly available information.

Also, because small companies normally have fewer shares outstanding and these shares generally trade less frequently than large companies, it may be more difficult for the fund to buy and sell significant amounts of small company shares without having an unfavorable impact on the shares' stock market price.

Because the portfolio may engage in active and frequent trading of portfolio securities, the portfolio may have higher transaction costs that would affect the portfolio's performance over time. In addition, holders may incur taxes on any realized capital gains.

A portion of the portfolio's assets may be invested outside the United States. Foreign investments carry added risks due to the possibility of inadequate or inaccurate financial information about companies, potential political disturbances and fluctuations in currency exchange rates.

There are market and investment risks with any security and the value of an investment in the portfolio will fluctuate over time and it is possible to lose money invested in the portfolio.

Past performance
As this is a new portfolio, no past performance data are available.

About the Portfolio

Investment adviser
The Fund retains the investment management firm of Scudder Kemper Investments, Inc. (the "Adviser"), Two International Place, Boston, MA, to manage the portfolio's daily investment and business affairs subject to the policies established by the Board. The Adviser actively manages the portfolio's investments. Professional management can be an important advantage for investors who do not have the time or expertise to invest directly in individual securities.

The Adviser receives an annual fee payable monthly from Small Company Growth Portfolio of 0.875% of the portfolio's average daily net assets. Until April 30, 2000, the Adviser has agreed to waive all or a portion of its management fees to limit the expenses of Small Company Growth Portfolio to 1.50% of the portfolio's average daily net assets.

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

The following investment professionals are associated with the portfolio as indicated:

Small Company Growth Portfolio

Name and Title	Joined the Portfolio	Responsibilities and Background
Peter Chin Lead Manager	1999	Mr. Chin joined the Adviser in 1973 and has over 25 years of research and portfolio management experience, primarily in small company growth stocks.
Roy C. McKay Manager	1999	Mr. McKay joined the Adviser in 1988 and has over 31 years of investment experience, including 22 years of experience specializing in small company growth stocks.

Year 2000 readiness
Like other mutual funds and financial and business organizations worldwide, the portfolio could be adversely affected if computer systems on which the portfolio relies, which primarily include those used by the portfolio's investment adviser, its affiliates or other service providers, are unable to correctly process date-related information on and after January 1, 2000. The risk is commonly called the Year 2000 issue. Failure to successfully address the Year 2000 issue could result in interruptions to and other material adverse effects on a portfolio's business and operations, such as problems with calculating net asset value and difficulties in implementing the portfolio's purchase and redemption procedures. The portfolio's investment adviser has commenced a review of the Year 2000 issue as it may affect the portfolio and is taking steps it believes are reasonably designed to address the Year 2000 issue, although there can be no assurances that these steps will be sufficient. In addition, there can be no assurances that the Year 2000 issue will not have an adverse effect on the issuers whose securities are held by a portfolio or on global markets or economies generally.

Euro conversion
The introduction of a new European currency, the Euro, may result in uncertainties for European securities and for the operation of the portfolios. The Euro was introduced on January 1, 1999 by eleven member countries of the European Economic and Monetary Union (EMU). The introduction of the Euro requires the redenomination of European debt and equity securities over a period of time, which may result in various accounting differences and/or tax treatments. Additional questions are raised by the fact that certain other European community members, including the United Kingdom, did not implement the Euro on January 1, 1999.

The Adviser is actively working to address Euro-related issues as they occur and understands that other key service providers are taking similar steps. At this time, however, no one knows precisely what the degree of impact will be. To the extent that the market impact or effect on the portfolio's holdings is negative, it could hurt the portfolio's performance.

Distributions
The portfolio will declare and distribute dividends from its net investment income, if any, in April, although an additional distribution may be made if necessary.

All distributions will be reinvested in shares of the portfolio unless an election is made on behalf of a separate account to receive distributions in cash. Participating insurance companies will be informed about the amount and character of distributions from the relevant portfolio for federal income tax purposes.

Taxes
The portfolio intends to comply with the diversification requirements of Internal Revenue code section 817(h). By meeting this and other requirements, the participating insurance companies, rather than the holders of variable annuity contracts and variable life insurance policies, should be subject to tax on distributions received with respect to portfolio shares. For further information concerning federal income tax consequences for the holders of variable annuity contracts and variable life insurance policies, such holders should consult the prospectus used in connection with the issuance of their particular contracts or policies.

Distributions of net investment income are treated by shareholders as ordinary income. Long-term capital gains distributions are treated by shareholders as long-term capital gains, regardless of how long they have owned their shares. Short-term capital gains and any other taxable income distributions are treated by shareholders as ordinary income. Participating insurance companies should consult their own tax advisers as to whether such distributions are subject to federal income tax if they are retained as part of policy reserves.

Shareholder communications
Owners of policies and contracts issued by participating insurance companies for which shares of one or more portfolios are the investment vehicle will receive from the participating insurance companies unaudited semi-annual financial statements and audited year-end financial statements certified by the portfolio's independent public accountants. Each report will show the investments owned by a portfolio and the market values thereof as determined by the Trustees and will provide other information about the portfolio and its operations.

Distributor
Scudder Investor Services, Inc., a subsidiary of the Adviser, is the Fund's distributor.

The Fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 for the Class B shares of the portfolio. Under the Rule 12b-1 plan, the portfolio participating in the plan may pay the distributor (for remittance to a participating insurance company) for various costs incurred or paid by such company in connection with the distribution of the Class B shares of that portfolio. Depending on the participating insurance company's corporate structure and applicable state law, the distributor may remit payments to the participating insurance company's affiliated broker-dealers or other affiliated company rather than the participating insurance company itself.

The plan provides that the Fund, on behalf of the portfolio, will pay Scudder Investor Services, Inc. as distributor a fee of up to 0.25% of the average daily net assets of the portfolio attributable to the portfolio's Class B shares. Under the plan, the Fund may make quarterly payments to the distributor for remittance to a participating insurance company for distribution and shareholder servicing related expenses incurred or paid by the participating insurance company. No such payment shall be made with respect to any quarterly period in excess of an amount determined for such period at the annual rate of 0.25% of the average daily net assets of Class B shares of the portfolios attributable to that participating insurance company's variable annuity contracts and variable life insurance policies during that quarterly period. Because 12b-1 fees for Class B shares are paid out of portfolio assets on an ongoing basis, they will, over time, increase the cost of investment in Class B shares and may cost more than other types of sales charges.

Expenses payable pursuant to the plan may include but are not necessarily limited to: printing and mailing of Fund prospectuses, statements of additional information, any supplements thereto and shareholder reports for existing and prospective variable annuity contracts and variable life insurance policy owners; those relating to the development, preparation, printing and mailing of Fund advertisements, sales literature and other promotional materials describing or relating to the Fund and including materials intended for use within the participating insurance company, or for broker-dealer only use or retail use; holding seminars and sales meetings designed to promote the distribution of Fund shares; obtaining information and providing explanations to variable annuity contract and variable life insurance policy owners regarding Fund investment objectives and policies and other information about the Fund and its portfolios, including the performance of the portfolios; training sales personnel regarding the Fund; compensating sales personnel in connection with the allocation of cash values and premiums of variable annuity contract and variable life insurance policy owner accounts with respect to Fund shares attributable to such accounts; and financing any other activity that the Fund's Board of Trustees determines is primarily intended to result in the sale of Fund shares.

Buying and selling shares
The portfolio offers two classes of shares: Class A shares are offered at net asset value and are not subject to fees imposed pursuant to the Rule 12b-1 plan. Class B shares are offered at net asset value and are subject to fees imposed pursuant to the Rule 12b-1 plan.

The separate accounts of the participating insurance companies place orders to purchase and redeem shares of each portfolio based on, among other things, the amount of premium payments to be invested and surrender and transfer requests to be effected on that day pursuant to variable annuity contracts and variable life insurance policies. Orders received by the Fund or its agent are effected on days on which the New York Stock Exchange is open for trading. For orders received before the close of regular trading on the New York Stock Exchange (normally 4 p.m. eastern time), such purchases and redemptions of the shares of the portfolio are effected at the net asset value per share determined as of the close of regular trading on the New York Stock Exchange on that same day.

Should any conflict between variable annuity contract and variable life insurance policy holders arise which would require a substantial amount of net assets be withdrawn from a portfolio, orderly portfolio management could be disrupted to the potential detriment of such contract and policy holders.

Share price
Scudder Fund Accounting Corporation, a subsidiary of the Adviser, determines the net asset value per share of the portfolio as of the close of regular trading on the New York Stock Exchange, normally 4 p.m. eastern time, on each day the New York Stock Exchange is open for trading.

Net asset value per share is calculated by dividing the value of total portfolio assets, less all liabilities, by the total number of shares outstanding. Market prices are used to determine the value of the portfolio's assets. If market prices are not readily available for a security or if a security's price is not considered to be market indicative, that security may be valued by another method that the Board or its delegate believes accurately reflects fair value. In those circumstances where a security's price is not considered to be market indicative, the security's valuation may differ from an available market quotation.

To the extent that the portfolio invests in foreign securities, these securities may be listed on foreign exchanges that trade on days when the portfolio does not price its shares. As a result, the net asset value of the portfolio may change at a time when shareholders are not able to purchase or redeem their shares.

Additional information about the portfolio may be found in the Fund's Statement of Additional Information and in shareholder reports. Participating insurance companies with inquiries may call the telephone number listed below. The Statement of Additional Information contains information on portfolio investments and operations. The semiannual and annual shareholder reports contain a discussion of the market conditions and the investment strategies that significantly affected the portfolio's performance during the last fiscal year, as well as a listing of portfolio holdings and financial statements. These and other Fund documents may be obtained without charge from the following sources:

By Telephone	Call Scudder Investor Services, Inc. collect at 617-295-1000
By Mail	Scudder Investor Services, Inc. Two International Place Boston, MA 02110-4103 or Public Reference Section Securities and Exchange Commission Washington, D.C. 20549-6009 (a duplication fee is charged)
In Person	Public Reference Room Securities and Exchange Commission Washington, D.C. (Call 1-800-SEC-0330 for more information.)
By Internet	http://www.sec.gov http://www.scudder.com

The Statement of Additional Information is incorporated by reference into this prospectus (is legally a part of this prospectus).

Investment Company Act file number: 811-4257