SCUDDER [logo]
Institutional International Equity Portfolio
Supplement to Prospectus
dated May 1, 1997
The following text replaces the section entitled "Experienced professional
management" under Company Organization.
Scudder, Stevens & Clark, Inc., one of the nation's most experienced investment
management firms, actively manages your investment. Professional management is
an important advantage for investors who do not have the time or expertise to
invest directly in individual securities. The Adviser has been a leader in
international investment management and trading for over 40 years.
The Institutional International Equity Portfolio is managed by a team of Scudder
investment professionals, each of whom plays an important role in the
Portfolio's management process. Team members work together to develop investment
strategies and select securities for the Portfolio. Team members are supported
by Scudder's large staff of economists, research analysts, traders, and other
investment specialists who work in Scudder's offices across the U.S. and abroad.
Scudder believes its team approach benefits Portfolio investors by bringing
together many disciplines and leveraging Scudder's extensive resources.
Lead Portfolio Manager Irene Cheng joined Scudder in 1993. Ms. Cheng, who has
over 13 years of industry experience, focuses on portfolio management, research,
and equity analysis for Scudder's international equity accounts. J. Gregory
Garrett, Portfolio Manager, joined Scudder in 1990, and the Portfolio's team in
1997. Mr. Garrett specializes in international client service and international
equity management and has over ten years of investment experience.
July 18, 1997
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SCUDDER [logo]
Institutional International
Equity Portfolio/
Barrett International Shares
Supplement to Prospectus
Dated May 1, 1997
Scudder, Stevens & Clark, Inc. ("Scudder"), the investment manager for the
above-named Portfolio, has entered into an agreement with The Zurich Group
("Zurich"), an international insurance and financial services organization,
pursuant to which Scudder will form a new global investment organization by
combining with Zurich's subsidiary, Zurich Kemper Investments, Inc., and change
its name to Scudder Kemper Investments, Inc. After the transaction is completed,
Zurich will own approximately 70% of the new organization with the balance owned
by the new organization's officers and employees.
Consummation of the transaction is subject to a number of contingencies,
including regulatory approvals. Because the transaction would constitute an
assignment of the Portfolio's investment management agreement with Scudder under
the Investment Company Act of 1940, and, therefore, a termination of such
agreement, it is anticipated that Scudder will seek approval of a new agreement
from the Portfolio's shareholders prior to consummation of the transaction. The
transaction is expected to close in the fourth quarter of 1997.
July 18, 1997
