GLOBAL/INTERNATIONAL FUND INC
485APOS, 2000-05-12
Previous: NAVIGATORS GROUP INC, 10-Q, 2000-05-12
Next: JONES PHARMA INC, 10-Q, 2000-05-12




        Filed electronically with the Securities and Exchange Commission
                                on May 12, 2000

                                                              File No. 33-5724
                                                              File No. 811-4670

                       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. 44
                                               --
                                       and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                  Amendment No. 47
                                --


                         Global/International Fund, Inc.
                         -------------------------------
               (Exact name of Registrant as Specified in Charter)

                       345 Park Avenue, New York, NY 10154
                       ----------------------------- -----
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (617) 295-2567
                                                           --------------
                                Caroline Pearson
                        Scudder Kemper Investments, 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)

/_/  on ___________ pursuant to paragraph (b)

/_/  60 days after filing pursuant to paragraph (a)(1)

/X/  on July 14, 2000 pursuant to paragraph (a)(1)

/_/  75 days after filing pursuant to paragraph (a)(2)

/_/  On ___________ pursuant to paragraph (a)(2) of Rule 485

     If appropriate, check the following:

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



<PAGE>


Scudder Global/International Equity Funds

Scudder Global Bond Fund (New Fund #s)
Scudder Emerging Markets Income Fund (New Fund #s)

Supplement to the prospectus dated March 1, 2000

On or about October 1, 2000 for Scudder Global Bond Fund and Scudder Emerging
Markets Income Fund, this prospectus will offer two classes of shares to provide
investors with different purchase options. The two classes are the S Class and
the AARP Class. Each class has its own important features and policies. In
addition, as of the date noted above for each fund, all existing shares of
Scudder Global Bond Fund and Scudder Emerging Markets Income Fund will be
redesignated S Class shares of their respective funds. Shares of the AARP class
will be specially designed for members of the American Association of Retired
Persons (the "AARP").

For your convenience, this supplement has been divided into three parts. Part I
provides information relating to important changes to the funds generally. Part
II provides information relating specifically to the S Class of each fund. Part
III provides information relating specifically to the AARP Class of each fund.
As always, you should refer to the prospectus for general information about the
funds, including their investment approaches, risks, and portfolio managers, and
for additional information relating to the S Class, such as its historical
performance and its purchase, redemption and exchange procedures.

PART I - General Information about the Funds

On _____________, shareholders of each fund elected the following people to each
fund's Board: Henry P. Becton, Jr., Linda C. Coughlin, Dawn-Marie Driscoll,
Edgar R. Fiedler, Keith R. Fox, Joan E. Spero, Jean G. Stromberg, Jean C. Tempel
and Steven Zaleznick.

Administrative Fee

Each fund will enter an administrative services agreement with Scudder Kemper
Investments, Inc. ("Scudder Kemper"). Pursuant to each agreement, Scudder Kemper
will provide or pay others to provide substantially all of the administrative
services required by each fund in exchange for the payment by each fund of a
fixed fee rate. The administrative fee rate is 0.375% for Scudder Global Bond
Fund and 0.650% for Scudder Emerging Markets Income Fund. Such an administrative
fee will enable investors to determine with greater certainty the expense level
that a fund will experience, and it will transfer substantially all of the risk
of increased cost to Scudder Kemper. The initial term of the administrative
agreement is three years. With regard to Scudder Global Bond Fund, the
administrative services agreement for the S class will become effective on the
date of the pending acquisition by the fund of another fund advised by Scudder
Kemper, currently scheduled for September 25, 2000, and will become effective on
October 1, 2000 for the AARP Class. With regard to Scudder Emerging Markets
Income Fund, the administrative services agreement will become effective on
October 1, 2000. Below are the restated expense tables and examples for the S
Class (see Part II) and the AARP Class (see Part III) of each fund that reflect
the implementation of the administrative fee.

Scudder Kemper will not bear certain other fund expenses, such as taxes,
brokerage, interest, extraordinary expenses and the fees and expenses of the
Independent Directors of each fund's Board (including the fees and expenses of
their independent counsel). In addition, each fund will continue to pay the fees
required by its investment management agreement with Scudder Kemper.

Financial Highlights

[To be provided]



<PAGE>

PART II - Specific Information about the S Class

How Much S Class Shareholders Pay

The fees and expenses for the S Class of each fund are being restated to reflect
the implementation of a new administrative fee. As noted under Part I, the
restated expenses of Scudder Global Bond Fund will become effective on the date
of the pending acquisition by the fund of another fund advised by Scudder
Kemper, currently scheduled for September 25, 2000. With regard to Scudder
Emerging Markets Income Fund, the restated expenses will become effective on
October 1, 2000.

<TABLE>
<CAPTION>
                                 S Class
- ----------------------------------------------------------- ------------ ------------
                                                            Scudder      Scudder
                                                            Global       Emerging
                                                            Bond Fund    Markets
                                                                         Income Fund
- ----------------------------------------------------------- ------------ ------------

- ----------------------------------------------------------- ------------ ------------
<S>                                                         <C>          <C>
Shareholder Fees (paid directly from your investment)       NONE         NONE
- ----------------------------------------------------------- ------------ ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- ------------ ------------
Management Fee                                              %            %
- ----------------------------------------------------------- ------------ ------------
Distribution (12b-1) Fee                                    NONE         NONE
- ----------------------------------------------------------- ------------ ------------
Other Expenses                                              %            %
    Fixed Administrative Fee                                %            %
    Other Fund Expenses(1)                                  %            %
- ----------------------------------------------------------- ------------ ------------
Total Annual Operating Expenses                             %            %
- ----------------------------------------------------------- ------------ ------------
Expense Reimbursement
- ----------------------------------------------------------- ------------ ------------
Net Annual Operating Expenses*
- ----------------------------------------------------------- ------------ ------------

- ----------------------------------------------------------- ------------ ------------
Expense Example
- ----------------------------------------------------------- ------------ ------------
Based on the costs above, (including one year of capped
expenses in each period for Scudder Global Bond Fund)
this example is designed to help you compare expenses of
each fund's S Class to those of other funds.  The example
assumes operating expenses remain the same and that you
invested $10,000, earned 5% annual returns, reinvested
all dividends and distributions and sold your shares at
the end of each period.  This is only an example: your
actual expenses will be different.
- ----------------------------------------------------------- ------------ ------------
                                                  1 year
- ----------------------------------------------------------- ------------ ------------
                                                 3 years
- ----------------------------------------------------------- ------------ ------------
                                                 5 years
- ----------------------------------------------------------- ------------ ------------
                                                10 years
- ----------------------------------------------------------- ------------ ------------
</TABLE>

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel). *By contract, expenses of Scudder Global Bond
Fund are capped at 1.25% through February 28, 2001.

PART III - Specific Information about the AARP Class

                                       2
<PAGE>

The remainder of this supplement provides specific information regarding the
important features and policies of the AARP Class of each fund. Please remember
to review the funds' prospectus for additional information about each fund.

The AARP Class

Since its beginning in 1985, the AARP Investment Program from Scudder has been
specially designed to address the needs of people age 50 and over. In keeping
with the organization's mission, AARP's goal is to encourage more of its members
to plan for retirement and beyond. To continue to meet the increasingly diverse
needs and goals of its members, the AARP Investment Program from Scudder has
recently been expanded to offer a wider range of investment options to AARP
members. This has been accomplished by adding the AARP Class to each fund in the
Scudder Family of Funds. The AARP Class will generally have lower minimum
investments, will retain its own identity with separate statements, and will
continue the AARP Investment Program's commitment to shareholder education.

The role of AARP in the AARP Investment Program is not changing. While AARP
takes no part in the investment decisions made by Scudder Kemper, AARP, through
its subsidiary, will continue to oversee the Program's service quality and
communications, and AARP will also continue to provide insight and direction as
to what best represents the interests and concerns of its membership. In
addition, AARP will be represented on each fund's Board.

The AARP Class of each Fund will be offered beginning on October 1, 2000. In
addition, the AARP Class of each other fund in the Scudder Family of Funds will
be available no later than October 1, 2000.

Past Performance
As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table for each
fund in the prospectus show how the total returns for each fund's S Class has
varied from year to year, and over time. Shares of each fund's S Class will have
substantially similar returns to the AARP Class because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes may have different expenses.

How Much AARP Class Shareholders Pay

Each fund has no sales charges or other shareholder fees. Each fund does have
annual operating expenses, and as a shareholder you pay them indirectly. This
table shows fees for each fund's AARP class.

<TABLE>
<CAPTION>
                               AARP Class
- ----------------------------------------------------------- ------------ ------------
                                                            Scudder      Scudder
                                                            Global       Emerging
                                                            Bond Fund    Markets
                                                                         Income Fund
- ----------------------------------------------------------- ------------ ------------

- ----------------------------------------------------------- ------------ ------------
<S>                                                         <C>          <C>
Shareholder Fees (paid directly from your investment)       NONE         NONE
- ----------------------------------------------------------- ------------ ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- ------------ ------------
Management Fee                                              %            %
- ----------------------------------------------------------- ------------ ------------
Distribution (12b-1) Fee                                    NONE         NONE
- ----------------------------------------------------------- ------------ ------------
Other Expenses                                              %            %
    Fixed Administrative Fee                                %            %
    Other Fund Expenses(1)                                  %            %
- ----------------------------------------------------------- ------------ ------------
Total Annual Operating Expenses                             %            %
- ----------------------------------------------------------- ------------ ------------
Expense Reimbursement
- ----------------------------------------------------------- ------------ ------------
Net Annual Operating Expenses*
- ----------------------------------------------------------- ------------ ------------

- ----------------------------------------------------------- ------------ ------------
Expense Example
- ----------------------------------------------------------- ------------ ------------


                                       3
<PAGE>

Based on the costs above, (including one year of capped expenses in each
period for Scudder Global Bond Fund) this example is designed to help you
compare expenses of each fund's AARP Class to those of other funds. The
example assumes operating expenses remain the same and that you invested
$10,000, earned 5% annual returns, reinvested all dividends and
distributions and sold your shares at the end of each period. This is only
an example: your actual expenses will be different.
- ----------------------------------------------------------- ------------ ------------
                                                  1 year
- ----------------------------------------------------------- ------------ ------------
                                                 3 years
- ----------------------------------------------------------- ------------ ------------
                                                 5 years
- ----------------------------------------------------------- ------------ ------------
                                                10 years
- ----------------------------------------------------------- ------------ ------------
</TABLE>

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel). *By contract, expenses of Scudder Global Bond
Fund are capped at 1.25% through February 28, 2001.

<TABLE>
<CAPTION>

How to Buy AARP Class Shares

                                            First Investment                     Additional Investments
- ------------------------------------- ------------------------------------- -----------------------------------
<S>                                   <C>                                   <C>
                                      $1,000 or more for regular accounts   $___ or more for regular accounts

                                      $500 or more for IRAs                 $__ or more for IRAs

                                                                            $50 or more with an Automatic
                                                                            Investment Plan

- ------------------------------------- ------------------------------------- -----------------------------------
By mail                               Send completed enrollment form and    Send a personalized investment
AARP Investment Program from          check (payable to "AARP Investment    slip or short note that includes:
Scudder                               Program").                            o        fund name
P.O. Box 2540                         For enrollment forms, call            o        AARP class
Boston, MA 02208-2540                 800-253-2277.                         o        account number
                                                                            o        check payable to "AARP
                                                                                 Investment Program".
- ------------------------------------- ------------------------------------- -----------------------------------
By wire                               Call 800-253-2277 for instructions    Call 800-253-2277 for instructions

- ------------------------------------- ------------------------------------- -----------------------------------
By phone                              -                                     Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
With an automatic investment plan     Fill in the information required on   To set up regular investment from
                                      your enrollment form and include a    a bank checking account, call
                                      voided check.                         800-253-2277.

- ------------------------------------- ------------------------------------- -----------------------------------
Web site                              -                                     Once you have registered on the
                                                                            Web Site (aarp.scudder.com), you
                                                                            may purchase shares online by
                                                                            transfers from your bank account.
- ------------------------------------- ------------------------------------- -----------------------------------
QuickBuy                              -                                     Call 800-253-2277
- ------------------------------------- ------------------------------------- -----------------------------------

How to Exchange or Sell AARP Class Shares

                                      Exchanging into another fund                 Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
                                      $1,000 or more to open a new        Some transaction, including most for
                                      account ($500 for IRAs)             over $100,000, can only be ordered in
                                                                          writing; see the prospectus for more
                                      [$___] or more for exchanges        information
- ------------------------------------- ----------------------------------- ---------------------------------------


                                       4
<PAGE>

- ------------------------------------- ----------------------------------- ---------------------------------------
                                      between existing accounts
- ------------------------------------- ----------------------------------- ---------------------------------------
By phone                              Call 800-253-2277 for instructions  Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access                     Call 800-631-4636 and follow the    Call 800-631-4636 and follow the
                                      instructions                        instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
By mail or fax                        Your instructions should include:   Your instructions should include:
(see previous page)                   o    your account number            o    your account number
                                      o    names of the fund and          o    names of the fund and class
                                           class and number of shares          and number of shares or dollar
                                           or dollar amount you want to        amount you want to redeem
                                           exchange

- ------------------------------------- ----------------------------------- ---------------------------------------
With an automatic withdrawal plan     -                                   To set up regular cash payments from
                                                                          an account, call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Using QuickSell                       -                                   Call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Web Site                              Once you have registered on the     -
                                      Web Site (aarp.scudder.com), you
                                      may exchange shares between
                                      Investment Program funds online.
- ------------------------------------- ----------------------------------- ---------------------------------------
</TABLE>

Other rights we reserve

If your balance falls below $1,000, we will give you 60 days' notice so you can
either increase your balance or close your account (this policy does not apply
to retirement accounts, or in any case where a fall in share price creates the
low balance)

Policies You Should Know About The AARP Class
Easy-Access Line
Call 800-631-4636                                    24 hours a day, year-round
This automated number provides current information on the AARP Class of each
fund and your account. If you have signed up for telephone services, you can
also use this number to exchange and redeem shares of the AARP Class.

Web Site
aarp.scudder.com
You can review your portfolio and make online transactions, including purchases
and exchanges between Investment Program Mutual Funds, once you have registered
on the site. You can also customize the site according to your preference. The
Learning Center includes online versions of educational publications and past
issues of Financial Focus and Investment Insight, the Program's newsletters. You
may also contact us through the site's e-mail capability.

AARP Investment Program Representatives
Call 800-253-2277                                    8AM-8PM M-F, eastern time
Call this number to speak with a trained representative who can answer your
investing questions and assist you with transaction-related services. You may
also use this number to request a variety of investment education guides and
prospectuses.

Confidential Fax Line
800-821-6234                                          24 hours a day, year-round
Signed exchange and redemption requests received after 4 p.m. eastern time on a
business day or over a weekend or holiday will be executed the following
business day.

TDD Line
1-800-634-9454                                       9 AM-5PM, M-F, eastern time
Dial this number with a TDD machine to communicate with registered AARP Mutual
Fund representatives specially trained to handle services for hearing-impaired
investors.



                                       5
<PAGE>

SERVICES
- --------

AARP Lump Sum Service Retirement specialists can help you make decisions about
your lump sum distribution from an employer's 401(k) or pension plan. An
information kit is provided. Call 1-800-253-2277.

AARP Legacy Service This service helps you organize important financial
documents, making it easier to share your investment information and goals with
your spouse or heirs and to plan for the orderly transfer of assets in the event
of a death. We also offer transfer ownership assistance to heirs for your AARP
accounts. Information kits are provided. Call 1-800-253-2277.

AARP Goal Setting and Asset Allocation Service A guidebook and self-scoring
worksheet are available to help you reach your goals by appropriately allocating
your assets across types of investments. Call 1-800-253-2277 to speak to a
specially trained representative.

Account Statements and Reports You will receive prompt confirmation statements
for all of your transactions. Your consolidated [monthly] statement details your
current account status and records all transactions. (AARP IRA and Keogh Plan
investors receive consolidated statements quarterly.)

You will also receive a semi-annual report, an annual report, and a current
prospectus each year.

Retirement Plans
For an information kit about (including all the necessary forms) regular
Individual Retirement Accounts (IRAs), Roth IRAs, Simplified Employee Pension
IRAs (SEP-IRAs), and Keogh Plan accounts, call an AARP Mutual Fund
representative at 800-253-2277.

 To Get More Information:.
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information free of charge by contacting:


                      AARP Investment Program from Scudder
                      ------------------------------------
                                  P.O. Box 2540
                              Boston, MA 02208-2540
                                  800-253-2277
                                aarp.scudder.com



July 14, 2000



                                       6
<PAGE>



Scudder Global/International Equity Funds

Scudder International Fund (New Fund #s)
Scudder Global Fund (New Fund #s)
Scudder Emerging Markets Growth Fund (New Fund #s)

Supplement to the prospectus dated January 1, 2000

On or about August 28, 2000 for Scudder International Fund, September 11, 2000
for Scudder Global Fund and October 1, 2000 for Scudder Emerging Markets Growth
Fund, this prospectus will offer two classes of shares to provide investors with
different purchase options. The two classes are the S Class and the AARP Class.
Each class has its own important features and policies. In addition, as of the
date noted above for each fund, all existing shares of Scudder Global Fund and
Scudder Emerging Markets Growth Fund and all International Shares of Scudder
International Fund will be redesignated S Class shares of their respective
funds. Shares of the AARP class will be specially designed for members of the
American Association of Retired Persons (the "AARP").

For your convenience, this supplement has been divided into three parts. Part I
provides information relating to important changes to the funds generally. Part
II provides information relating specifically to the S Class of each fund. Part
III provides information relating specifically to the AARP Class of each fund.
As always, you should refer to the prospectus for general information about the
funds, including their investment approaches, risks, and portfolio managers, and
for additional information relating to the S Class, such as its historical
performance and its purchase, redemption and exchange procedures.

PART I - General Information about the Funds

Effective September 11, 2000, Scudder Global Fund seeks long-term growth while
actively seeking to reduce downside risk as compared with other global growth
funds. Scudder Global Fund will not invest in securities issued by
tobacco-producing companies.

On _____________, shareholders of each fund elected the following people to each
fund's Board: Henry P. Becton, Jr., Linda C. Coughlin, Dawn-Marie Driscoll,
Edgar R. Fiedler, Keith R. Fox, Joan E. Spero, Jean G. Stromberg, Jean C. Tempel
and Steven Zaleznick.

The Funds' Track Record - Performance information to be updated

Administrative Fee

Each fund will enter an administrative services agreement with Scudder Kemper
Investments, Inc. ("Scudder Kemper"). Pursuant to each agreement, Scudder Kemper
will provide or pay others to provide substantially all of the administrative
services required by each fund in exchange for the payment by each fund of a
fixed fee rate. The administrative fee rate is 0.375% for Scudder International
Fund, 0.375% for Scudder Global Fund and 0.650% for Scudder Emerging Markets
Growth Fund. Such an administrative fee will enable investors to determine with
greater certainty the expense level that a fund will experience, and it will
transfer substantially all of the risk of increased cost to Scudder Kemper. The
initial term of the administrative agreement is three years. With regard to
Scudder International Fund and Scudder Global Fund, the administrative services
agreement will become effective on the date of the pending acquisition(s) by
each fund of one or more funds advised by Scudder Kemper, currently scheduled
for August 28, 2000 and September 11, 2000, respectively. With regard to Scudder
Emerging Markets Growth Fund, the administrative services agreement will become
effective on October 1, 2000. Below are the restated expense tables and examples
for the S Class (see Part II) and the AARP Class (see Part III) of each fund
that reflect the implementation of the administrative fee.

Scudder Kemper will not bear certain other fund expenses, such as taxes,
brokerage, interest, extraordinary expenses and the fees and expenses of the
Independent Directors of each fund's Board (including the fees and expenses of
their independent counsel). In addition, each fund will continue to pay the fees
required by its investment management agreement with Scudder Kemper.



<PAGE>

Management Fee

On February 7, 2000, Scudder International Fund's Board approved a new
Investment Management Agreement between Scudder Kemper and the fund. The new
Investment Management Agreement incorporates a new fee structure for the fund
and is expected to become effective on or about July 31, 2000. Pursuant to this
fee structure, for Scudder Kemper's services, Scudder International Fund pays
Scudder Kemper a fee equal to 0.675% of average daily net assets on such assets
up to $6 billion, 0.625% of average daily net assets on such assets exceeding $6
billion, and 0.600% of average daily net assets on such assets exceeding $7
billion. The restated expense tables for the S Class (see Part II) and the AARP
Class (see Part III) of the fund reflect the implementation of the new
management fee rates.

Financial Highlights

[To be provided]


PART II - Specific Information about the S Class

How Much S Class Shareholders Pay

The fees and expenses for the S Class of each fund are being restated to reflect
the implementation of a new administrative fee. As noted under Part I, the
restated expenses of Scudder International Fund and Scudder Global Fund will
become effective on the date of the pending acquisition(s) by each fund of one
or more funds advised by Scudder Kemper, currently scheduled for August 28, 2000
and September 11, 2000, respectively. With regard to Scudder Emerging Markets
Growth Fund, the restated expenses will become effective on October 1, 2000.

<TABLE>
<CAPTION>
                                 S Class
- ----------------------------------------------------------- --------------- ------------- ------------
                                                            Scudder         Scudder       Scudder
                                                            International   Global Fund   Emerging
                                                            Fund                          Markets
                                                                                          Growth Fund
- ----------------------------------------------------------- --------------- ------------- ------------

- ----------------------------------------------------------- --------------- ------------- ------------
<S>                                                         <C>            <C>             <C>
Shareholder Fees (paid directly from your investment)
- ----------------------------------------------------------- --------------- ------------- ------------
Redemption/Exchange Fee, on shares owned less than a year   NONE            NONE          2.00%
(as a % of amount redeemed)
- ----------------------------------------------------------- --------------- ------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- --------------- ------------- ------------
Management Fee                                              %               %             %
- ----------------------------------------------------------- --------------- ------------- ------------
Distribution (12b-1) Fee                                    NONE            NONE          NONE
- ----------------------------------------------------------- --------------- ------------- ------------
Other Expenses                                              %               %             %
    Fixed Administrative Fee                                %               %             %
    Other Fund Expenses(1)                                  %               %             %
- ----------------------------------------------------------- --------------- ------------- ------------
Total Annual Operating Expenses                             %               %             %
- ----------------------------------------------------------- --------------- ------------- ------------
Expense Reimbursement
- ----------------------------------------------------------- --------------- ------------- ------------
Net Annual Operating Expenses*
- ----------------------------------------------------------- --------------- ------------- ------------

- ----------------------------------------------------------- --------------- ------------- ------------
Expense Example
- ----------------------------------------------------------- --------------- ------------- ------------
Based on the costs above, (including one year of capped
expenses in each period for Scudder Emerging Markets Growth
Fund) this example is designed to help you compare expenses
of each fund's S Class to those of other funds. The example
assumes operating expenses remain the same and that you
invested $10,000, earned 5% annual returns, reinvested all
dividends and distributions and
- ----------------------------------------------------------- --------------- ------------- ------------



<PAGE>

- ----------------------------------------------------------- --------------- ------------- ------------
sold your shares at the end of each period. This is only an
example: your actual expenses will be different.
- ----------------------------------------------------------- --------------- ------------- ------------
                                                 1 year
- ----------------------------------------------------------- --------------- ------------- ------------
                                                 3 years
- ----------------------------------------------------------- --------------- ------------- ------------
                                                 5 years
- ----------------------------------------------------------- --------------- ------------- ------------
                                                10 years
- ----------------------------------------------------------- --------------- ------------- ------------
</TABLE>

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel).
*By contract, expenses of Scudder Emerging Markets Growth Fund are capped at
2.25% through December 31, 2000.

PART III - Specific Information about the AARP Class

The remainder of this supplement provides specific information regarding the
important features and policies of the AARP Class of each fund. Please remember
to review the funds' prospectus for additional information about each fund.

The AARP Class

Since its beginning in 1985, the AARP Investment Program from Scudder has been
specially designed to address the needs of people age 50 and over. In keeping
with the organization's mission, AARP's goal is to encourage more of its members
to plan for retirement and beyond. To continue to meet the increasingly diverse
needs and goals of its members, the AARP Investment Program from Scudder has
recently been expanded to offer a wider range of investment options to AARP
members. This has been accomplished by adding the AARP Class to each fund in the
Scudder Family of Funds. The AARP Class will generally have lower minimum
investments, will retain its own identity with separate statements, and will
continue the AARP Investment Program's commitment to shareholder education.

The role of AARP in the AARP Investment Program is not changing. While AARP
takes no part in the investment decisions made by Scudder Kemper, AARP, through
its subsidiary, will continue to oversee the Program's service quality and
communications, and AARP will also continue to provide insight and direction as
to what best represents the interests and concerns of its membership. In
addition, AARP will be represented on each fund's Board.

The AARP Class of Scudder International Fund and Scudder Global Fund will be
offered beginning on the date of the pending acquisition(s) by each fund of
other fund(s) advised by Scudder Kemper, currently scheduled for August 28, 2000
and September 11, 2000, respectively. With regard to Scudder Emerging Markets
Growth Fund, the AARP Class will be offered beginning on October 1, 2000. In
addition, the AARP Class of each other fund in the Scudder Family of Funds will
be available no later than October 1, 2000.

Past Performance
As the AARP Class does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table for each
fund in the prospectus show how the total returns for each fund's S Class has
varied from year to year, and over time. Shares of each fund's S Class will have
substantially similar returns to the AARP Class because the shares represent an
interest in the same portfolio of securities and the annual returns would differ
only to the extent that the classes may have different expenses.

How Much AARP Class Shareholders Pay

Each fund has no sales charges or other shareholder fees. Each fund does have
annual operating expenses, and as a shareholder you pay them indirectly. This
table shows fees for each fund's AARP class.

<TABLE>
<CAPTION>

                               AARP Class
- ----------------------------------------------------------- --------------- ------------- ------------
                                                            Scudder         Scudder       Scudder
                                                            International   Global Fund   Emerging
- ----------------------------------------------------------- --------------- ------------- ------------

<PAGE>

- ----------------------------------------------------------- --------------- ------------- ------------
                                                            Fund                          Markets
                                                                                          Growth Fund
- ----------------------------------------------------------- --------------- ------------- ------------

- ----------------------------------------------------------- --------------- ------------- ------------
<S>                                                         <C>             <C>           <C>
Shareholder Fees (paid directly from your investment)       NONE            NONE          NONE
- ----------------------------------------------------------- --------------- ------------- ------------
Redemption/Exchange Fee, on shares owned less than a year   NONE            NONE          2.00%
(as a % of amount redeemed)
- ----------------------------------------------------------- --------------- ------------- ------------
Annual Operating Expenses (deducted from fund assets)
- ----------------------------------------------------------- --------------- ------------- ------------
Management Fee                                              %               %             %
- ----------------------------------------------------------- --------------- ------------- ------------
Distribution (12b-1) Fee                                    NONE            NONE          NONE
- ----------------------------------------------------------- --------------- ------------- ------------
Other Expenses                                              %               %             %
    Fixed Administrative Fee                                %               %             %
    Other Fund Expenses(1)                                  %               %             %
- ----------------------------------------------------------- --------------- ------------- ------------
Total Annual Operating Expenses                             %               %             %
- ----------------------------------------------------------- --------------- ------------- ------------
Expense Reimbursement
- ----------------------------------------------------------- --------------- ------------- ------------
Net Annual Operating Expenses*
- ----------------------------------------------------------- --------------- ------------- ------------

- ----------------------------------------------------------- --------------- ------------- ------------
Expense Example
- ----------------------------------------------------------- --------------- ------------- ------------
Based on the costs above, (including one year of
capped expenses in each period for Scudder Emerging
Markets Growth Fund) this example is designed to help
you compare expenses of each fund's AARP Class to
those of other funds. The example assumes operating
expenses remain the same and that you invested
$10,000, earned 5% annual returns, reinvested all
dividends and distributions and sold your shares at
the end of each period. This is only an example: your
actual expenses will be different.
- ----------------------------------------------------------- --------------- ------------- ------------
                                                 1 year
- ----------------------------------------------------------- --------------- ------------- ------------
                                                 3 years
- ----------------------------------------------------------- --------------- ------------- ------------
                                                 5 years
- ----------------------------------------------------------- --------------- ------------- ------------
                                                10 years
- ----------------------------------------------------------- --------------- ------------- ------------
</TABLE>

(1) Includes such expenses as taxes, brokerage, interest and fees and expenses
of Board members not affiliated with Scudder Kemper (including fees and expenses
of their independent counsel). *By contract, expenses of Scudder Emerging
Markets Growth Fund are capped at 2.25% through December 31, 2000.

<TABLE>
<CAPTION>

How to Buy AARP Class Shares

                                            First Investment                     Additional Investments
- ------------------------------------- ------------------------------------- -----------------------------------
<S>                                   <C>                                   <C>
                                      $1,000 or more for regular accounts   $___ or more for regular accounts

                                      $500 or more for IRAs                 $__ or more for IRAs

                                                                            $50 or more with an Automatic
                                                                            Investment Plan

- ------------------------------------- ------------------------------------- -----------------------------------
By mail                               Send completed enrollment form and    Send a personalized investment
AARP Investment Program from          check (payable to "AARP Investment    slip or short note that includes:
Scudder                               Program").                            o        fund name
P.O. Box 2540                         For enrollment forms, call            o        AARP class
Boston, MA 02208-2540                 800-253-2277.                         o        account number
                                                                            o        check payable to "AARP
                                                                                     Investment Program".
- ------------------------------------- ------------------------------------- -----------------------------------

<PAGE>

- ------------------------------------- ------------------------------------- -----------------------------------
By wire                               Call 800-253-2277 for instructions    Call 800-253-2277 for instructions

- ------------------------------------- ------------------------------------- -----------------------------------
By phone                              -                                     Call 800-253-2277 for instructions
- ------------------------------------- ------------------------------------- -----------------------------------
With an automatic investment plan     Fill in the information required on   To set up regular investment from
                                      your enrollment form and include a    a bank checking account, call
                                      voided check.                         800-253-2277.

- ------------------------------------- ------------------------------------- -----------------------------------
Web site                              -                                     Once you have registered on the
                                                                            Web Site (aarp.scudder.com), you
                                                                            may purchase shares online by
                                                                            transfers from your bank account.
- ------------------------------------- ------------------------------------- -----------------------------------
QuickBuy                              -                                     Call 800-253-2277
- ------------------------------------- ------------------------------------- -----------------------------------

How to Exchange or Sell AARP Class Shares

                                    Exchanging into another fund                 Selling shares
- ------------------------------------- ----------------------------------- ---------------------------------------
                                      $1,000 or more to open a new        Some transaction, including most for
                                      account ($500 for IRAs)             over $100,000, can only be ordered in
                                                                          writing; see the prospectus for more
                                      [$___] or more for exchanges        information
                                      between existing accounts
- ------------------------------------- ----------------------------------- ---------------------------------------
By phone                              Call 800-253-2277 for instructions  Call 800-253-2277 for instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
Using Easy Access                     Call 800-631-4636 and follow the    Call 800-631-4636 and follow the
                                      instructions                        instructions
- ------------------------------------- ----------------------------------- ---------------------------------------
By mail or fax                        Your instructions should include:   Your instructions should include:
(see previous page)                   o    your account number            o     your account number
                                      o    names of the fund and          o     names of the fund and class
                                           class and number of shares           and number of shares or dollar
                                           or dollar amount you want to         amount you want to redeem
                                           exchange

- ------------------------------------- ----------------------------------- ---------------------------------------
With an automatic withdrawal plan     -                                   To set up regular cash payments from
                                                                          an account, call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Using QuickSell                       -                                   Call 800-253-2277
- ------------------------------------- ----------------------------------- ---------------------------------------
Web Site                              Once you have registered on the     -
                                      Web Site (aarp.scudder.com), you
                                      may exchange shares between
                                      Investment Program funds online.
- ------------------------------------- ----------------------------------- ---------------------------------------
</TABLE>

Other rights we reserve

If your balance falls below $1,000, we will give you 60 days' notice so you can
either increase your balance or close your account (this policy does not apply
to retirement accounts, or in any case where a fall in share price creates the
low balance)

Policies You Should Know About The AARP Class
Easy-Access Line
Call 800-631-4636                                    24 hours a day, year-round
This automated number provides current information on the AARP Class of each
fund and your account. If you have signed up for telephone services, you can
also use this number to exchange and redeem shares of the AARP Class.

Web Site
aarp.scudder.com
You can review your portfolio and make online transactions, including purchases
and exchanges between Investment Program Mutual Funds, once you have registered
on the site. You can also customize the site


<PAGE>

according to your preference. The Learning Center includes online versions of
educational publications and past issues of Financial Focus and Investment
Insight, the Program's newsletters. You may also contact us through the site's
e-mail capability.

AARP Investment Program Representatives
Call 800-253-2277                                    8AM-8PM M-F, eastern time
Call this number to speak with a trained representative who can answer your
investing questions and assist you with transaction-related services. You may
also use this number to request a variety of investment education guides and
prospectuses.

Confidential Fax Line
800-821-6234                                          24 hours a day, year-round
Signed exchange and redemption requests received after 4 p.m. eastern time on a
business day or over a weekend or holiday will be executed the following
business day.

TDD Line
1-800-634-9454                                      9 AM-5PM, M-F, eastern time
Dial this number with a TDD machine to communicate with registered AARP Mutual
Fund representatives specially trained to handle services for hearing-impaired
investors.

SERVICES
- --------

AARP Lump Sum Service Retirement specialists can help you make decisions about
your lump sum distribution from an employer's 401(k) or pension plan. An
information kit is provided. Call 1-800-253-2277.

AARP Legacy Service This service helps you organize important financial
documents, making it easier to share your investment information and goals with
your spouse or heirs and to plan for the orderly transfer of assets in the event
of a death. We also offer transfer ownership assistance to heirs for your AARP
accounts. Information kits are provided. Call 1-800-253-2277.

AARP Goal Setting and Asset Allocation Service A guidebook and self-scoring
worksheet are available to help you reach your goals by appropriately allocating
your assets across types of investments. Call 1-800-253-2277 to speak to a
specially trained representative.

Account Statements and Reports You will receive prompt confirmation statements
for all of your transactions. Your consolidated [monthly] statement details your
current account status and records all transactions. (AARP IRA and Keogh Plan
investors receive consolidated statements quarterly.)

You will also receive a semi-annual report, an annual report, and a current
prospectus each year.

Retirement Plans
- ----------------
For an information kit about (including all the necessary forms) regular
Individual Retirement Accounts (IRAs), Roth IRAs, Simplified Employee Pension
IRAs (SEP-IRAs), and Keogh Plan accounts, call an AARP Mutual Fund
representative at 800-253-2277.

To Get More Information:
You can make inquiries and obtain the shareholder reports and Statement of
Additional Information free of charge by contacting:


                      AARP Investment Program from Scudder
                      ------------------------------------
                                  P.O. Box 2540
                              Boston, MA 02208-2540
                                  800-253-2277
                                aarp.scudder.com



July 14, 2000

<PAGE>



                            SCUDDER GLOBAL BOND FUND
                      SCUDDER EMERGING MARKETS INCOME FUND

                     SUPPLEMENT TO THE COMBINED STATEMENT OF
                   ADDITIONAL INFORMATION DATED MARCH 1, 2000

                   ------------------------------------------

On or about October 1, 2000 for Scudder Global Bond Fund and Scudder Emerging
Markets Income Fund, this Statement of Additional Information will offer two
classes of shares to provide investors with different purchase options. The two
classes are: the S Class and the AARP Class. Each class has its own important
features and policies. In addition, as of the date noted above for each fund,
all existing shares of Scudder Global Bond Fund and Scudder Emerging Markets
Income Fund will be redesignated S Class shares of their respective funds.
Shares of the AARP Class will be specially designed for members of the American
Association of Retired Persons (the "AARP").

The following information supplements the cover page:

The Semiannual  Report to  Shareholders  of Scudder Global Bond Fund and Scudder
Emerging  Markets Income Fund dated April 30, 2000 are incorporated by reference
and hereby deemed to be part of this Statement of Additional Information.

The  following   disclosure  replaces  the  disclosure   regarding   "Additional
Information About Opening an Account" on page 30:

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 $2,500 for S Class
and $1,000 for AARP Class through Scudder Investor Services, Inc.
by letter, fax, or telephone.

         Shareholders  of other  Scudder  funds who have  submitted  an  account
application  and have certified a tax  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,  class name,  amount to be wired ($2,500  minimum for S Class and
$1,000 for AARP Class),  name of bank or trust  company from which the wire will
be sent,  the exact  registration  of the new  account,  the tax  identification
number 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  9903-5552.  The investor must give
the Scudder fund, class name, account name and the new account number.  Finally,
the investor must send a completed and signed  application to the Fund promptly.
Investors  interested in investing in the AARP Class should call  1-800-253-2277
for further instructions.

         The minimum initial purchase amount is less than $2,500 for the S Class
under certain plan accounts and is $1,000 for the AARP Class.

The following disclosure replaces the disclosure regarding "Minimum balances" on
page 30:

Minimum balances


<PAGE>

         Shareholders  should maintain a share balance worth at least $2,500 for
S Class and $1,000 for AARP Class.  For  fiduciary  accounts  such as IRAs,  and
custodial  accounts such as Uniform Gift to Minor Act and Uniform Trust to Minor
Act accounts, the minimum balance is $1000. These amounts may be changed by each
Fund's  Board of  Directors.  A  shareholder  may open an account  with at least
$1,000 ($500 for fiduciary/custodial  accounts), if an automatic investment plan
(AIP) of $100/month ($50/month for AARP Class and fiduciary/custodial  accounts)
is established.  Scudder group  retirement plans and certain other accounts have
similar or lower minimum share balance requirements.

         The Funds reserve the right, following 60 days' written notice to
applicable shareholders, to:

         o        [assess  an annual  $10 per Fund  charge]  (with the Fee to be
                  paid to the Fund) for any non-fiduciary/non-custodial  account
                  without  an  automatic  investment  plan  (AIP) in place and a
                  balance  of less than  $2,500  for S Class and $1,000 for AARP
                  Class; and

         o        redeem  all  shares  in Fund  accounts  below  $1,000  where a
                  reduction in value has occurred due to a redemption,  exchange
                  or  transfer  out of the  account.  The  Fund  will  mail  the
                  proceeds of the redeemed account to the shareholder.

         [Reductions  in value that result solely from market  activity will not
trigger  an  involuntary  redemption.  Shareholders  with a  combined  household
account  balance in any of the Scudder  Funds of  $100,000  or more,  as well as
group  retirement  and certain  other  accounts  will not be subject to a fee or
automatic redemption.]

         [Fiduciary  (e.g., IRA or Roth IRA) and custodial  accounts (e.g., UGMA
or UTMA) with balances below $100 are subject to automatic  redemption following
60 days' written notice to applicable shareholders.]


The  following   disclosure  replaces  the  disclosure   regarding   "Additional
Information About Making Subsequent Investments by QuickBuy" on page 31:

Additional Information About Making Subsequent Investments by QuickBuy

         Shareholders whose  predesignated bank account of record is a member of
the Automated  Clearing  House Network (ACH) and who have elected to participate
in the QuickBuy program may purchase shares of a Fund by telephone. Through this
service  shareholders  may  purchase  up to  $250,000.  To  purchase  shares  by
QuickBuy,  shareholders  should call before the close of regular  trading on the
New York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time. Proceeds
in the  amount of your  purchase  will be  transferred  from your bank  checking
account two or three business days following your call. For requests received by
the close of regular  trading on the  Exchange,  shares will be purchased at the
net asset value per share  calculated at the close of trading on the day of your
call.  QuickBuy  requests  received  after the close of  regular  trading on the
Exchange  will begin their  processing  and be  purchased at the net asset value
calculated  the following  business day. If you purchase  shares by QuickBuy and
redeem them within seven days of the  purchase,  a Fund may hold the  redemption
proceeds for a period of up to seven business  days. If you purchase  shares and
there are insufficient  funds in your bank account the purchase will be canceled
and you will be  subject  to any  losses or fees  incurred  in the  transaction.
QuickBuy  transactions  are not available  for most  retirement  plan  accounts.
However, QuickBuy transactions are available for Scudder IRA accounts.

         In order to  request  purchases  by  QuickBuy,  shareholders  must have
completed  and returned to the Transfer  Agent the  application,  including  the
designation  of a bank account from which the purchase  payment will be debited.
New investors wishing to establish  QuickBuy may so indicate on the application.
Existing  shareholders  who wish to add  QuickBuy to their  account may do so by
completing a QuickBuy


<PAGE>

Enrollment Form. After sending in an enrollment form  shareholders  should allow
15 days for this service to be available.

         Each Fund 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 Funds do not follow such procedures,  they may be liable for losses due
to  unauthorized  or fraudulent  telephone  instructions.  The Funds will not be
liable  for  acting  upon  instructions  communicated  by  telephone  that  they
reasonably believe to be genuine.

         Investors interested in making subsequent investments in the AARP Class
of a Fund should call 1-800-253-2277 for further instruction.

The following information replaces the disclosure on page 32 of the SAI relating
to "Share Price", "Share Certificates" and "Other Information":

Share Price

         Purchases  will be filled  without  sales charge at the net asset value
per share next computed  after  receipt of the  application  in good order.  Net
asset value  normally will be computed for each class as of the close of regular
trading  on each day  during  which the  Exchange  is open for  trading.  Orders
received after the close of regular  trading on the Exchange will be executed at
the next  business  day's net  asset  value.  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 Scudder
Service  Corporation  (the  "Transfer  Agent") in Boston by the close of regular
trading on the Exchange.

         There is no sales charge in  connection  with the purchase of shares of
any class of the Funds.

Share Certificates

         Due to  the  desire  of  each  Fund's  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 a Fund's
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.

Other Information

         Each Fund has  authorized  certain  members  of the NASD other than the
Distributor  to accept  purchase  and  redemption  orders for its shares.  Those
brokers may also  designate  other  parties to accept  purchase  and  redemption
orders on a Fund's behalf.  Orders for purchase or redemption  will be deemed to
have been  received by a Fund when such  brokers or their  authorized  designees
accept the orders.  Subject to the terms of the contract  between a Fund and the
broker,  ordinarily  orders  will be priced at a class's  net asset  value  next
computed  after  acceptance  by such  brokers  or  their  authorized  designees.
Further,  if  purchases  or  redemptions  of a Fund's  shares are  arranged  and
settlement is made at an investor's  election  through any other authorized NASD
member, that member may, at its discretion,  charge a fee for that service.  The
Board of Directors and the  Distributor,  each has the right to limit the amount
of purchases  by, and to refuse to sell to, any person.  The  Directors  and the
Distributor  may suspend or  terminate  the  offering of shares of a Fund at any
time for any reason.

         The  Board of  Directors  and the  Distributor,  each has the  right to
limit,  for any reason,  the amount of purchases by and to refuse to sell to any
person and each may suspend or terminate the offering of shares of a Fund at any
time for any reason.


<PAGE>

         The "Tax  Identification  Number"  section of the  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.,  from exempt  organizations  a certification  of exempt status),  will be
returned  to the  investor.  The Funds  reserve  the right,  following  30 days'
notice,  to redeem all shares in  accounts  without a correct  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.

         The  Corporation 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 personal holding company,  subject to the requirements of
the 1940 Act.

The following disclosure replaces the disclosure  regarding  "Exchanges" on page
33:

Exchanges

         Exchanges  are  comprised of a  redemption  from one Scudder fund and a
purchase into another Scudder Fund. The purchase side of the exchange either may
be an additional  investment  into an existing  account or may involve opening a
new account in the other fund. 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 $2,500 for S Class and
$1,000 for AARP Class. When an exchange represents an additional investment into
an existing  account,  the account  receiving  the exchange  proceeds  must have
identical registration,  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 to be different in any respect,  the
exchange  request  must be in writing  and must  contain an  original  signature
guarantee.

         Exchange  orders  received  before the close of regular  trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values  determined  on that day.  Exchange  orders  received  after the close of
regular trading on the Exchange 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, at current net asset value,  through
Scudder's  Systematic Exchange Program.  Exchanges must be for a minimum of $50.
Shareholders  may add this  free  feature  over  the  telephone  or in  writing.
Automatic Exchanges will continue until the shareholder requests by telephone or
in writing to have the  feature  removed,  or until the  originating  account is
depleted.  The  Corporation  and the Transfer  Agent each  reserves the right to
suspend or terminate the  privilege of the  Systematic  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  an  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  Funds  employ
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 a Fund  does  not  follow  such
procedures,  it may be liable  for  losses  due to  unauthorized  or  fraudulent
telephone  instructions.  A Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably  believes to be genuine.  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.


<PAGE>

         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 Scudder Investor Services,  Inc. a prospectus of
the Scudder  fund into which the  exchange is being  contemplated.  The exchange
privilege may not be available  for certain  Scudder Funds or classes of Scudder
Funds. For more information, please call 1-800-225-5163. Investors interested in
exchanging  AARP Class  shares of a Fund  should  call  1-800-253-2277  for more
information.

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


The following disclosure replaces the disclosure regarding "Redemptions" on page
34:

Redemption By Telephone

         Shareholders currently receive the right automatically,  without having
to elect it, to redeem by telephone up to $100,000 and have the proceeds  mailed
to their address of record.  Shareholders  may also request by telephone to have
the proceeds mailed or wired to their  predesignated  bank account.  In order to
request wire  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.

         (a)      NEW INVESTORS  wishing to establish  the telephone  redemption
                  privilege  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 predesignated 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.  An original signature and an original
                  signature guarantee are required for each person in whose name
                  the account is registered.

         If a request for a 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 a savings bank to 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  bank 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 Funds  employs  procedure,  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 a Fund does not follow such procedures,  it may be liable for losses due to
unauthorized or fraudulent telephone


<PAGE>

instructions.   A  Fund  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  agreement
between the 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.

Redemption by QuickSell

         Shareholders whose  predesignated bank account of record is a member of
the Automated  Clearing  House Network (ACH) and have elected to  participate in
the QuickSell  program may sell shares of a Fund by telephone.  Redemptions must
be for at  least  $250.  Proceeds  in the  amount  of  your  redemption  will be
transferred  to  your  bank  checking  account  in two or  three  business  days
following  your call. For requests  received by the close of regular  trading on
the Exchange,  normally 4 p.m. eastern time,  Shares will be redeemed at the net
asset  value per share  calculated  at the close of  trading  on the day of your
call.  QuickSell  requests  received  after the close of regular  trading on the
Exchange  will begin their  processing  the following  business  day.  QuickSell
transactions  are not available for IRA accounts and most other  retirement plan
accounts.

         In order to request  redemptions by QuickSell,  shareholders  must have
completed  and returned to the Transfer  Agent the  application,  including  the
designation of a bank account.  New investors wishing to establish QuickSell may
so indicate on the application.  Existing shareholders who wish to add QuickSell
to their  account may do so by  completing a QuickSell  Enrollment  Form.  After
sending in an enrollment  form,  shareholders  should allow for 15 days for this
service to be available.

         The Funds  employ  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 a Fund does not follow such procedures,  it may be liable for losses due to
unauthorized or fraudulent telephone instructions. A Fund will not be liable for
acting upon instructions  communicated by telephone that it reasonably  believes
to be genuine.

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.

         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,  certificates  of corporate  authority and waivers of tax (required in
some states when settling estates).

         It is suggested that  shareholders  holding shares  registered in other
than  individual  names contact the Transfer  Agent prior to any  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 (7) business days after receipt by the Transfer  Agent of a
request for redemption that complies with the above requirements. Delays of more
than seven (7) days of payment for shares  tendered for repurchase or redemption
may result, but only until the purchase check has cleared.


<PAGE>

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

The following  disclosure replaces the disclosure regarding "Internet access" on
page 37:

Internet access

World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The address for the AARP Class of shares is aarp.scudder.com.  These sites offer
guidance on global  investing and  developing  strategies to help meet financial
goals and  provides  access to the Scudder  investor  relations  department  via
e-mail.  The sites also  enable  users to access or view fund  prospectuses  and
profiles with links between summary information in Fund Summaries and details in
the  Prospectus.  Users  can fill out new  account  forms  on-line,  order  free
software, and request literature on funds.

Account  Access -- The Adviser is among the first mutual fund  families to allow
shareholders to manage their fund accounts  through the World Wide Web.  Scudder
Fund  shareholders  can view a snapshot  of  current  holdings,  review  account
activity and move assets between Scudder Fund accounts.

         The Adviser's personal portfolio capabilities -- known as SEAS (Scudder
Electronic  Account  Services) -- are  accessible  only by current  Scudder Fund
shareholders  who have set up a Personal  Page on Scudder's  Web sites.  Using a
secure Web  browser,  shareholders  sign on to their  account  with their Social
Security  number and their SAIL  password.  As an additional  security  measure,
users can change their  current  password or disable  access to their  portfolio
through the World Wide Web.

         An Account Activity option reveals a financial  history of transactions
for an account,  with trade dates,  type and amount of transaction,  share price
and number of shares traded.  For users who wish to trade shares between Scudder
Funds,  the Fund Exchange option  provides a step-by-step  procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.

The  following   information  replaces  the  disclosure  on  page  37  regarding
"Dividends and Capital Gains Distribution Options":

Dividends and Capital Gains Distribution Options

         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 may be given to the  Transfer  Agent in writing at least five days prior
to a dividend  record date.  Shareholders  may change their  dividend  option by
calling  1-800-225-5163  for S Class  and  1-800-253-2277  for AARP  Class or by
sending written  instructions to the Transfer Agent. Please include your account
number with your written request.

         Reinvestment  is usually  made at the  closing  net asset  value of the
class  determined on the business day  following the record date.  Investors may
leave standing instructions with the Transfer Agent 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 class shares of a Fund.

         Investors  may also  have  dividends  and  distributions  automatically
deposited  to  their   predesignated   bank  account  through  Scudder's  Direct
Distributions  Program.  Shareholders  who elect to  participate  in the  Direct
Distributions  Program,  and whose  predesignated  checking account of record is
with a member bank of 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
Direct Distributions request form can be obtained by calling  1-800-225-5163 for
S Class


<PAGE>

and  1-800-253-2277  for AARP Class.  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.

The  following   information  replaces  the  information   regarding  "Automatic
Withdrawal Plan" on page 42:

         Non-retirement plan shareholders may establish an Automatic  Withdrawal
Plan to receive  monthly,  quarterly  or  periodic  redemptions  from his or her
account for any  designated  amount of $50 or more.  Shareholders  may designate
which day they want the automatic withdrawal to be processed.  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 and any
reinvested dividends and capital gains distributions.  Requests for increases in
withdrawal  amounts or to change the payee must be submitted in writing,  signed
exactly as the account is registered,  and contain signature  guarantee(s).  Any
such requests must be received by a Fund's  transfer agent ten days prior to the
date of the first  automatic  withdrawal.  An Automatic  Withdrawal  Plan may be
terminated  at any time by the  shareholder,  the  Corporation  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  Corporation  of notice of death of
the shareholder.

         An  Automatic  Withdrawal  Plan request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class.

The  following   information  replaces  the  information   regarding  "Automatic
Investment Plan" on page 42:

         Shareholders may arrange to make periodic investments in S Class shares
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 for S Class shares.

         Shareholders may arrange to make periodic investments in the AARP Class
of each Fund through automatic  deductions from checking  accounts.  The minimum
pre-authorized  investment  amount is $500. New  shareholders who open a Gift to
Minors Account pursuant to the Uniform Gift to Minors Act (UGMA) and the Uniform
Transfer to Minors Act (UTMA) and who sign up for the Automatic  Investment Plan
will be able to open a Fund account for less than $500 if they agree to increase
their investment to $500 within a 10 month period.  Investors may also invest in
any AARP  Class  for $500 if they  establish  a plan  with a  minimum  automatic
investment of at least $100 per month.  This feature is only  available to Gifts
to Minors Account investors.  The Automatic  Investment Plan may be discontinued
at any time without prior notice to a  shareholder  if any debit from their bank
is not paid, or by written notice to the  shareholder at least thirty days prior
to the next scheduled payment to the Automatic Investment Plan.

         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


<PAGE>

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.

The  following   information   replaces  the  information   under   "Performance
Information" on page 44:

[Performance to be updated]


The following  information  replaces the first paragraph of "Organization of the
Funds" on page 47:

         Scudder Global Bond Fund and Scudder  Emerging  Markets Income Fund are
series of  Global/International  Fund, Inc., a Maryland corporation organized on
May 15, 1986. The name of this Corporation was changed,  effective May 29, 1998,
from Scudder  Global Fund,  Inc.  This  Corporation  currently  consists of five
series:  Scudder Global Fund,  Scudder  International  Bond Fund, Scudder Global
Bond Fund,  Global  Discovery  Fund and Scudder  Emerging  Markets  Income Fund.
Scudder  Global  Fund,  Scudder  Global Bond Fund and Scudder  Emerging  Markets
Income Fund are each further divided into two classes of shares,  the AARP Class
and the S Class shares.

         The authorized capital stock of the Corporation consists of 1.1 billion
shares with $.01 par value,  100 million shares of which are allocated to Global
Discovery Fund, 400 million shares of which are allocated to Scudder Global Bond
Fund, 200 million shares of which are allocated to each of Scudder International
Bond Fund,  Scudder  Emerging  Markets Income Fund and Scudder Global Fund. Each
share of each series of the  Corporation  (or class thereof) has equal rights as
to each  other  share of that  series as to voting  for  Directors,  redemption,
dividends and liquidation.  The Directors have the authority to issue additional
series of shares and to designate the relative rights and preferences as between
the  different  series.  All shares  issued and  outstanding  are fully paid and
non-assessable, transferable, and redeemable at net asset value at the option of
the shareholder. Shares have no pre-emptive or conversion rights.

The  following   information   replaces  the  information   regarding  "Personal
Investments by Employees of the Adviser" on page 50:

Code of Ethics

The Funds,  the Adviser and  principal  underwriter  have each adopted  codes of
ethics under rule 17j-1 of the Investment  Company Act. Board members,  officers
of the  Funds  and  employees  of the  Adviser  and  principal  underwriter  are
permitted to make personal securities  transactions,  including  transactions in
securities  that may be purchased or held by the Funds,  subject to requirements
and restrictions set forth in the applicable Code of Ethics.  The Adviser's Code
of Ethics contains provisions and requirements  designed to identify and address
certain  conflicts of interest  between personal  investment  activities and the
interests  of the  Funds.  Among  other  things,  the  Adviser's  Code of Ethics
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
quarterly 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
Adviser's Code of Ethics may be granted in particular circumstances after review
by appropriate personnel.

As  of  _____________,   the  following  information  replaces  the  information
regarding "Directors and Officers" on page 51:


<PAGE>

<TABLE>
<CAPTION>
            DIRECTORS AND OFFICERS OF GLOBAL/INTERNATIONAL FUND, INC.

                                                                                                  Position with
                                                                                                  Underwriter,
                                                                                                  Scudder Investor
Name, Age, and Address            Position with Fund      Principal Occupation**                  Services, Inc.
- ----------------------            ------------------      ----------------------                  --------------
<S>                               <C>                     <C>                                           <C>
Henry P. Becton, Jr. (56)         Director                President and General Manager, WGBH              --
WGBH                                                      Educational Foundation
125 Western Avenue
Allston, MA 02134

Linda C. Coughlin (48)+*          Director                Managing Director of Scudder Kemper     Senior Vice President
                                                          Investments, Inc.

Dawn-Marie Driscoll (53)          Director                Executive Fellow, Center for Business            --
4909 SW 9th Place                                         Ethics, Bentley College; President,
Cape Coral, FL  33914                                     Driscoll Associates

Edgar R. Fiedler (70)             Director                Senior Fellow and Economic                       --
50023 Brogden                                             Counsellor, The Conference Board, Inc.
Chapel Hill, NC

Keith R. Fox (45)                 Director                Private Equity Investor, President,              --
10 East 53rd Street                                       Exeter Capital Management Corporation
New York, NY  10022

Joan E. Spero (55)                Director                President, Doris Duke Charitable                 --
Doris Duke Charitable Foundation                          Foundation; Department of State -
650 Fifth Avenue                                          Undersecretary of State for Economic,
New York, NY  10128                                       Business and Agricultural Affairs
                                                          (March 1993 to January 1997)

Jean Gleason Stromberg (56)       Director                Consultant; Director, Financial                  --
3816 Military Road, NW                                    Institutions Issues, U.S. General
Washington, D.C.                                          Accounting Office (1996-1997);
                                                          Partner, Fulbright & Jaworski Law
                                                          Firm (1978-1996)

Jean C. Tempel (56)               Director                Managing Partner, Technology Equity              --
Ten Post Office Square Suite                              Partners
1325Boston, MA 02109

Steven Zaleznick (45)*            Director                President and CEO, AARP Services, Inc.           --
(address)


Ann M. McCreary (43) #            Vice President          Managing Director of Scudder Kemper              --
                                                          Investments, Inc.

John R. Hebble (42)+              Treasurer               Senior Vice President of Scudder        Assistant Treasurer
                                                          Kemper Investments, Inc.

<PAGE>

                                                                                                  Position with
                                                                                                  Underwriter,
                                                                                                  Scudder Investor
Name, Age, and Address            Position with Fund      Principal Occupation**                  Services, Inc.
- ----------------------            ------------------      ----------------------                  --------------

Caroline Pearson (38)+            Assistant Secretary     Senior Vice President of Scudder        Clerk
                                                          Kemper Investments, Inc.; Associate,
                                                          Dechert Price & Rhoads (law firm)
                                                          1989 - 1997

John Millette (37)+               Vice President and      Vice President of Scudder Kemper                 --
                                  Secretary               Investments, Inc.
</TABLE>


*        Ms.  Couglin  and Mr.  Zaleznick  are  considered  by the Funds and its
         counsel to be "interested persons" of the Adviser or of the Corporation
         as defined in the 1940 Act.
**       Unless  otherwise   stated,   all  officers  and  directors  have  been
         associated  with their  respective  companies for more than five years,
         but not necessarily in the same capacity.
+        Address:  Two International Place, Boston, Massachusetts 02110
#        Address:  345 Park Avenue, New York, New York 10154

         The  Directors  and officers of the  Corporation  also serve in similar
capacities with respect to other Scudder Funds.

[shareholdings to be updated]

The following  information  regarding the "Administrative  Fee" is added on page
55:

Administrative Fee

         Each Fund has entered  into  administrative  services  agreements  with
Scudder  Kemper (the  "Administration  Agreements"),  pursuant to which  Scudder
Kemper  will  provide  or  pay  others  to  provide  substantially  all  of  the
administrative services required by a Fund (other than those provided by Scudder
Kemper under its investment  management  agreements with the Funds, as described
above) in exchange  for the payment by each Fund of an  administrative  services
fee (the "Administrative Fee") of 0.375% of average daily net assets for Scudder
Global  Bond Fund and 0.650% of average  daily net assets for  Scudder  Emerging
Markets  Income Fund.  One effect of these  arrangements  is to make each Fund's
future expense ratio more  predictable.  With regard to Scudder Global Bond Fund
and Scudder  Emerging  Markets Income Fund, the  administrative  fee will become
effective on October 1, 2000.

         Various third-party service providers (the "Service  Providers"),  some
of which are affiliated  with Scudder Kemper,  provide  certain  services to the
Funds pursuant to separate  agreements  with the Funds.  Scudder Fund Accounting
Corporation,  a subsidiary of Scudder  Kemper,  computes net asset value for the
Funds and maintains their accounting records. Scudder Service Corporation,  also
a subsidiary  of Scudder  Kemper,  is the  transfer,  shareholder  servicing and
dividend-paying  agent for the shares of the Funds.  Scudder Trust  Company,  an
affiliate of Scudder Kemper,  provides  subaccounting and recordkeeping services
for shareholders in certain retirement and employee benefit plans. As custodian,
Brown Brothers Harriman holds the portfolio securities of the Funds, pursuant to
a  custodian   agreement.   PricewaterhouseCoopers   LLP  audits  the  financial
statements  of the Funds and provides  other audit,  tax, and related  services.
Dechert Price & Rhoads acts as general counsel for each Fund. In addition to the
fees they pay under the investment  management  agreements  with Scudder Kemper,
the Funds pay the fees and expenses associated with these service  arrangements,
as well as each  Fund's  insurance,  registration,  printing,  postage and other
costs.


<PAGE>

         Scudder  Kemper will pay the Service  Providers  for the  provision  of
their  services  to the  Funds  and  will pay  other  fund  expenses,  including
insurance,  registration,  printing and postage fees. In return,  each Fund will
pay Scudder Kemper an Administrative Fee.

         Each  Administration  Agreement  has an  initial  term of three  years,
subject to earlier  termination by a Fund's Board.  The fee payable by a Fund to
Scudder  Kemper  pursuant  to the  Administration  Agreements  is reduced by the
amount of any credit received from the Fund's custodian for cash balances.

         Certain expenses of the Funds will not be borne by Scudder Kemper under
the  Administration   Agreements,   such  as  taxes,  brokerage,   interest  and
extraordinary  expenses;  and the fees and expenses of the Independent Directors
(including  the fees and expenses of their  independent  counsel).  In addition,
each Fund will  continue to pay the fees required by its  investment  management
agreement with Scudder Kemper.

<PAGE>

                               SCUDDER GLOBAL FUND
                      SCUDDER EMERGING MARKETS GROWTH FUND
                           SCUDDER INTERNATIONAL FUND

                         SUPPLEMENT TO THE STATEMENT OF
                  ADDITIONAL INFORMATION DATED JANUARY 1, 2000

                           --------------------------

On or about August 28, 2000 for Scudder International Fund, September 11, 2000
for Scudder Global Fund and October 1, 2000 for Scudder Emerging Markets Growth
Fund, this prospectus will offer two classes of shares to provide investors with
different purchase options. The two classes are: the S Class and the AARP Class.
Each class has its own important features and policies. In addition, as of the
date noted above for each fund, all existing shares of Scudder Global Fund and
Scudder Emerging Markets Growth Fund and all International Shares of Scudder
International Fund will be redesignated S Class shares of their respective
funds. Shares of the AARP Class will be specially designed for members of the
American Association of Retired Persons (the "AARP").

The following information supplements the cover page:

The Semiannual Report to Shareholders of Scudder Emerging Markets Growth Fund
dated April 30, 2000 is incorporated by reference and hereby deemed to be part
of this Statement of Additional Information. The Semiannual Report to
Shareholders of Scudder Global Fund and Scudder International Fund dated
February 29, 2000 is incorporated by reference and hereby deemed to be part of
this Statement of Additional Information.

Effective September 11, 2000, the following disclosure replaces the first
sentence of the first paragraph under the heading "Scudder Global Fund" on page
2 of the Statement of Additional Information:

         Scudder Global Fund seeks long-term growth while actively seeking to
reduce downside risk as compared with other global growth funds. Scudder Global
Fund will not invest in securities issued by tobacco-producing companies.

The following disclosure replaces the disclosure regarding "Additional
Information About Opening an Account" on page 23:

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 $2,500 for S Class
and $1,000 for AARP Class through Scudder Investor Services, Inc. by letter,
fax, or telephone.

         Shareholders of other Scudder funds who have submitted an account
application and have certified a tax 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, class name, amount to be wired ($2,500 minimum for S Class and
$1,000 for AARP Class), name of bank or trust company from which the wire will
be sent, the exact registration of the new account, the tax identification
number or Social Security number, address and telephone number. The investor
must then call the bank to arrange a wire transfer to The Scudder Funds,

<PAGE>

Boston, MA 02101, ABA Number 011000028, DDA Account 9903-5552. The investor must
give the Scudder fund, class name, account name and the new account number.
Finally, the investor must send a completed and signed application to the Fund
promptly. Investors interested in investing in the AARP Class should call
1-800-253-2277 for further instructions.

         The minimum initial purchase amount is less than $2,500 under certain
plan accounts and is $1,000 for the AARP Class.

The following disclosure replaces the disclosure regarding "Minimum balances" on
page 24:

Minimum balances

         Shareholders should maintain a share balance worth at least $2,500 for
S Class and $1,000 for AARP Class. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gift to Minor Act and Uniform Trust to Minor
Act accounts, the minimum balance is $1000. These amounts may be changed by each
Fund's Board of Directors. A shareholder may open an account with at least
$1,000 ($500 for fiduciary/custodial accounts), if an automatic investment plan
(AIP) of $100/month ($50/month for AARP Class and fiduciary/custodial accounts)
is established. Scudder group retirement plans and certain other accounts have
similar or lower minimum share balance requirements.

         The Funds reserve the right, following 60 days' written notice to
applicable shareholders, to:

         o        [assess an annual $10 per Fund charge] (with the Fee to be
                  paid to the Fund) for any non-fiduciary/non-custodial account
                  without an automatic investment plan (AIP) in place and a
                  balance of less than $2,500 for S Class and $1,000 for AARP
                  Class; and

         o        redeem all shares in Fund accounts below $1,000 where a
                  reduction in value has occurred due to a redemption, exchange
                  or transfer out of the account. The Fund will mail the
                  proceeds of the redeemed account to the shareholder.

         [Reductions in value that result solely from market activity will not
trigger an involuntary redemption. Shareholders with a combined household
account balance in any of the Scudder Funds of $100,000 or more, as well as
group retirement and certain other accounts will not be subject to a fee or
automatic redemption.]

         [Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA
or UTMA) with balances below $100 are subject to automatic redemption following
60 days' written notice to applicable shareholders.]


The following disclosure replaces the disclosure regarding "Additional
Information About Making Subsequent Investments by QuickBuy" on page 24:

Additional Information About Making Subsequent Investments by QuickBuy

         Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and who have elected to participate
in the QuickBuy program may purchase shares of a Fund by telephone. Through this
service shareholders may purchase up to $250,000. To purchase shares by
QuickBuy, shareholders should call before the close of regular trading on the
New York Stock Exchange (the "Exchange"), normally 4 p.m. eastern time. Proceeds
in the amount of your purchase will be transferred from your bank checking
account two or three business days following your call. For requests received by
the close of regular trading on the Exchange, shares will be purchased at the
net asset value per share calculated at the close of trading on the day of your
call. QuickBuy requests received after the close of regular trading on the
Exchange will begin their processing and be purchased at the net asset value

<PAGE>

calculated the following business day. If you purchase shares by QuickBuy and
redeem them within seven days of the purchase, a Fund may hold the redemption
proceeds for a period of up to seven business days. If you purchase shares and
there are insufficient funds in your bank account the purchase will be canceled
and you will be subject to any losses or fees incurred in the transaction.
QuickBuy transactions are not available for most retirement plan accounts.
However, QuickBuy transactions are available for Scudder IRA accounts.

         In order to request purchases by QuickBuy, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account from which the purchase payment will be debited.
New investors wishing to establish QuickBuy may so indicate on the application.
Existing shareholders who wish to add QuickBuy to their account may do so by
completing a QuickBuy Enrollment Form. After sending in an enrollment form
shareholders should allow 15 days for this service to be available.

         Each Fund 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 Funds do not follow such procedures, they may be liable for losses due
to unauthorized or fraudulent telephone instructions. The Funds will not be
liable for acting upon instructions communicated by telephone that they
reasonably believe to be genuine.

         Investors interested in making subsequent investments in the AARP Class
of a Fund should call 1-800-253-2277 for further instruction.

The following information replaces the disclosure on pages 25 and 26 of the SAI
relating to "Share Price", "Share Certificates" and "Other Information":

Share Price

         Purchases will be filled without sales charge at the net asset value
per share next computed after receipt of the application in good order. Net
asset value normally will be computed for each class as of the close of regular
trading on each day during which the Exchange is open for trading. Orders
received after the close of regular trading on the Exchange will be executed at
the next business day's net asset value. 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 Scudder
Service Corporation (the "Transfer Agent") in Boston by the close of regular
trading on the Exchange.

         There is no sales charge in connection with the purchase of shares of
any class of the Funds.

Share Certificates

         Due to the desire of each Fund's 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 a Fund's
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.

         All issued and outstanding shares of what were formerly AARP Funds that
were subsequently reorganized into existing Scudder Funds were simultaneously
cancelled on the books of the AARP Funds. Share certificates representing
interests in shares of the relevant AARP Fund will represent a number of shares
of the AARP Class of the relevant Scudder Fund into which the AARP Fund was
reorganized. The AARP Class of shares of each fund will not issue certificates
representing shares in connection with the reorganization.
<PAGE>

Other Information

         Each Fund has authorized certain members of the NASD other than the
Distributor to accept purchase and redemption orders for its shares. Those
brokers may also designate other parties to accept purchase and redemption
orders on a Fund's behalf. Orders for purchase or redemption will be deemed to
have been received by a Fund when such brokers or their authorized designees
accept the orders. Subject to the terms of the contract between a Fund and the
broker, ordinarily orders will be priced at a class's net asset value next
computed after acceptance by such brokers or their authorized designees.
Further, if purchases or redemptions of a Fund's shares are arranged and
settlement is made at an investor's election through any other authorized NASD
member, that member may, at its discretion, charge a fee for that service. The
Board of Directors and the Distributor, each has the right to limit the amount
of purchases by, and to refuse to sell to, any person. The Directors and the
Distributor may suspend or terminate the offering of shares of a Fund at any
time for any reason.

         The Board of Directors and the Distributor, each has the right to
limit, for any reason, the amount of purchases by and to refuse to sell to any
person and each may suspend or terminate the offering of shares of a Fund at any
time for any reason.

         The "Tax Identification Number" section of the 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., from exempt organizations a certification of exempt status), will be
returned to the investor. The Funds reserve the right, following 30 days'
notice, to redeem all shares in accounts without a correct 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.

         The Corporation 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 personal holding company, subject to the requirements of
the 1940 Act.

The following disclosure replaces the disclosure regarding "Exchanges" on page
26:

Exchanges

         Exchanges are comprised of a redemption from one Scudder fund and a
purchase into another Scudder Fund. The purchase side of the exchange either may
be an additional investment into an existing account or may involve opening a
new account in the other fund. 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 $2,500 for S Class and
$1,000 for AARP Class. When an exchange represents an additional investment into
an existing account, the account receiving the exchange proceeds must have
identical registration, 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 to be different in any respect, the
exchange request must be in writing and must contain an original signature
guarantee.

         Exchange orders received before the close of regular trading on the
Exchange on any business day ordinarily will be executed at respective net asset
values determined on that day. Exchange orders received after the close of
regular trading on the Exchange 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, at current net asset value, through
Scudder's Systematic Exchange Program. Exchanges must be for a minimum of


<PAGE>

$50. Shareholders may add this free feature over the telephone or in writing.
Automatic Exchanges will continue until the shareholder requests by telephone or
in writing to have the feature removed, or until the originating account is
depleted. The Corporation and the Transfer Agent each reserves the right to
suspend or terminate the privilege of the Systematic 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 an 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 Funds employ
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 a Fund does not follow such
procedures, it may be liable for losses due to unauthorized or fraudulent
telephone instructions. A Fund will not be liable for acting upon instructions
communicated by telephone that it reasonably believes to be genuine. 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 Scudder Investor Services, Inc. a prospectus of
the Scudder fund into which the exchange is being contemplated. The exchange
privilege may not be available for certain Scudder Funds or classes of Scudder
Funds. For more information, please call 1-800-225-5163. Investors interested in
exchanging AARP Class shares of a Fund should call 1-800-253-2277 for more
information.

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


The following disclosure replaces the disclosure regarding "Redemptions" on page
28:

Redemption By Telephone

         Shareholders currently receive the right automatically, without having
to elect it, to redeem by telephone up to $100,000 and have the proceeds mailed
to their address of record. Shareholders may also request by telephone to have
the proceeds mailed or wired to their predesignated bank account. In order to
request wire 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.

         (a)      NEW INVESTORS wishing to establish the telephone redemption
                  privilege 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 predesignated 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. An original signature and an original
                  signature guarantee are required for each person in whose name
                  the account is registered.
<PAGE>

         If a request for a 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 a savings bank to 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 bank 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 Funds employs procedure, 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 a Fund does not follow such procedures, it may be liable for losses due to
unauthorized or fraudulent telephone instructions. A Fund 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 agreement
between the 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.

Redemption by QuickSell

         Shareholders whose predesignated bank account of record is a member of
the Automated Clearing House Network (ACH) and have elected to participate in
the QuickSell program may sell shares of a Fund by telephone. Redemptions must
be for at least $250. Proceeds in the amount of your redemption will be
transferred to your bank checking account in two or three business days
following your call. For requests received by the close of regular trading on
the Exchange, normally 4 p.m. eastern time, Shares will be redeemed at the net
asset value per share calculated at the close of trading on the day of your
call. QuickSell requests received after the close of regular trading on the
Exchange will begin their processing the following business day. QuickSell
transactions are not available for IRA accounts and most other retirement plan
accounts.

         In order to request redemptions by QuickSell, shareholders must have
completed and returned to the Transfer Agent the application, including the
designation of a bank account. New investors wishing to establish QuickSell may
so indicate on the application. Existing shareholders who wish to add QuickSell
to their account may do so by completing a QuickSell Enrollment Form. After
sending in an enrollment form, shareholders should allow for 15 days for this
service to be available.

         The Funds employ 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 a Fund does not follow such procedures, it may be liable for losses due to
unauthorized or fraudulent telephone instructions. A Fund will not be liable for
acting upon instructions communicated by telephone that it reasonably believes
to be genuine.

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.
<PAGE>

         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, certificates of corporate authority and waivers of tax (required in
some states when settling estates).

         It is suggested that shareholders holding shares registered in other
than individual names contact the Transfer Agent prior to any 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 (7) business days after receipt by the Transfer Agent of a
request for redemption that complies with the above requirements. Delays of more
than seven (7) days of payment for shares tendered for repurchase or 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.

The following disclosure replaces the disclosure regarding "Internet access" on
page 31 and applies to each class of each fund except as noted:

For Scudder International Fund, the following information applies to S Class
Shares only. For information regarding account access for R Class shares, please
contact your plan administrator/ plan representative.

Internet access

World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The address for the AARP Class of shares is aarp.scudder.com. These sites offer
guidance on global investing and developing strategies to help meet financial
goals and provides access to the Scudder investor relations department via
e-mail. The sites also enable users to access or view fund prospectuses and
profiles with links between summary information in Fund Summaries and details in
the Prospectus. Users can fill out new account forms on-line, order free
software, and request literature on funds.

Account Access -- The Adviser is among the first mutual fund families to allow
shareholders to manage their fund accounts through the World Wide Web. Scudder
Fund shareholders can view a snapshot of current holdings, review account
activity and move assets between Scudder Fund accounts.

         The Adviser's personal portfolio capabilities -- known as SEAS (Scudder
Electronic Account Services) -- are accessible only by current Scudder Fund
shareholders who have set up a Personal Page on Scudder's Web sites. Using a
secure Web browser, shareholders sign on to their account with their Social
Security number and their SAIL password. As an additional security measure,
users can change their current password or disable access to their portfolio
through the World Wide Web.

         An Account Activity option reveals a financial history of transactions
for an account, with trade dates, type and amount of transaction, share price
and number of shares traded. For users who wish to trade shares between Scudder
Funds, the Fund Exchange option provides a step-by-step procedure to exchange
shares among existing fund accounts or to new Scudder Fund accounts.
<PAGE>

The following information replaces the disclosure on page 31 regarding
"Dividends and Capital Gains Distribution Options":

Dividends and Capital Gains Distribution Options

         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 may be given to the Transfer Agent in writing at least five days prior
to a dividend record date. Shareholders may change their dividend option by
calling 1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class or by
sending written instructions to the Transfer Agent. Please include your account
number with your written request.

         Reinvestment is usually made at the closing net asset value of the
class determined on the business day following the record date. Investors may
leave standing instructions with the Transfer Agent 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 class shares of a Fund.

         Investors may also have dividends and distributions automatically
deposited to their predesignated bank account through Scudder's Direct
Distributions Program. Shareholders who elect to participate in the Direct
Distributions Program, and whose predesignated checking account of record is
with a member bank of 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
Direct Distributions request form can be obtained by calling 1-800-225-5163 for
S Class and 1-800-253-2277 for AARP Class. 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.

The following information replaces the information regarding "Automatic
Withdrawal Plan" on page 36:

         Non-retirement plan shareholders may establish an Automatic Withdrawal
Plan to receive monthly, quarterly or periodic redemptions from his or her
account for any designated amount of $50 or more. Shareholders may designate
which day they want the automatic withdrawal to be processed. 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 and any
reinvested dividends and capital gains distributions. Requests for increases in
withdrawal amounts or to change the payee must be submitted in writing, signed
exactly as the account is registered, and contain signature guarantee(s). Any
such requests must be received by a Fund's transfer agent ten days prior to the
date of the first automatic withdrawal. An Automatic Withdrawal Plan may be
terminated at any time by the shareholder, the Corporation 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 Corporation of notice of death of
the shareholder.

         An Automatic Withdrawal Plan request form can be obtained by calling
1-800-225-5163 for S Class and 1-800-253-2277 for AARP Class.
<PAGE>

The following information replaces the information regarding "Automatic
Investment Plan" on page 37:

         Shareholders may arrange to make periodic investments in R Class and S
Class shares 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 for R Class and S Class shares.

         Shareholders may arrange to make periodic investments in the AARP Class
of each Fund through automatic deductions from checking accounts. The minimum
pre-authorized investment amount is $500. New shareholders who open a Gift to
Minors Account pursuant to the Uniform Gift to Minors Act (UGMA) and the Uniform
Transfer to Minors Act (UTMA) and who sign up for the Automatic Investment Plan
will be able to open a Fund account for less than $500 if they agree to increase
their investment to $500 within a 10 month period. Investors may also invest in
any AARP Class for $500 if they establish a plan with a minimum automatic
investment of at least $100 per month. This feature is only available to Gifts
to Minors Account investors. The Automatic Investment Plan may be discontinued
at any time without prior notice to a shareholder if any debit from their bank
is not paid, or by written notice to the shareholder at least thirty days prior
to the next scheduled payment to the Automatic Investment Plan.

         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.

The following information replaces the information under "Performance
Information" on page 38:

[Performance to be updated]

The following replaces the second and third paragraphs under "Organization of
the Funds" on page 41:

         The authorized capital stock of the Corporation consists of 1.6 billion
shares of a par value of $.01 each which capital stock has been divided into
eight series, six of which are currently offered: Scudder International Fund,
the original series; Scudder Latin America Fund, Scudder Pacific Opportunities
Fund, both organized in December 1992, Scudder Greater Europe Growth Fund,
organized in October 1994, Scudder Emerging Markets Growth Fund, organized in
May 1996 and Scudder International Growth and Income Fund, organized in June
1997. Each series consists of 200 million shares except for the Fund which
consists of 500 million shares. Scudder International Fund is further divided
into four classes of shares, the AARP Class, the S Class, the Barrett
International Shares and the R Class shares. Scudder Latin America Fund, Scudder
Pacific Opportunities Fund, Scudder Greater Europe Growth Fund and Scudder
Emerging Markets Growth Fund are each further divided into two classes of
shares, the AARP Class and the S Class shares. The Directors have the authority
to issue additional series of shares and to designate the relative rights and
preferences as between the different series. All shares issued and outstanding
are fully paid and non-assessable, transferable, and redeemable at net asset
value at the option of the shareholder. Shares have no pre-emptive or conversion
rights.

         Scudder Global Fund is a series of Global/International Fund, Inc., a
Maryland corporation organized on May 15, 1986. The name of this Corporation was
changed, effective May 29, 1998, from Scudder Global Fund, Inc. This Corporation
currently consists of five series: Scudder Global Fund, Scudder International
Bond Fund, Scudder Global Bond Fund, Global Discovery Fund and Scudder Emerging
Markets Income Fund. Scudder Global Fund, Scudder Global Bond Fund and Scudder

<PAGE>

Emerging Markets Income Fund are each further divided into two classes of
shares, the AARP Class and the S Class shares.

         The authorized capital stock of the Corporation consists of 1.1 billion
shares with $.01 par value, 100 million shares of which are allocated to Global
Discovery Fund, 400 million shares of which are allocated to Scudder Global Bond
Fund, 200 million shares of which are allocated to each of Scudder International
Bond Fund, Scudder Emerging Markets Income Fund and Scudder Global Fund. Each
share of each series of the Corporation (or class thereof) has equal rights as
to each other share of that series as to voting for Directors, redemption,
dividends and liquidation. The Directors have the authority to issue additional
series of shares and to designate the relative rights and preferences as between
the different series. All shares issued and outstanding are fully paid and
non-assessable, transferable, and redeemable at net asset value at the option of
the shareholder. Shares have no pre-emptive or conversion rights.

The following information replaces the fifth complete paragraph under
"Investment Adviser" on page 43:

The present investment management agreements (the "Agreements") became effective
September 7, 1998, were approved at a shareholder meeting held on December 15,
1998 and were most recently approved by the Directors on June 7, 1999 for
Scudder Global Fund and Scudder Emerging Markets Growth Fund. The Agreement for
Scudder International Fund was approved at a shareholder meeting held on
February 7, 2000 and will become effective on ___________. The Agreements will
continue in effect until September 30, 2000 and from year to year thereafter
only if its continuance is approved annually by the vote of a majority of those
Directors who are not parties to such Agreement or interested persons of the
Adviser or the Corporations, cast in person at a meeting called for the purpose
of voting on such approval, and either by a vote of the Corporations' Directors
or of a majority of the outstanding voting securities of the respective Fund.
The Agreements may be terminated at any time without payment of penalty by
either party on sixty days' written notice and automatically terminate in the
event of its assignment.

The following information replaces the information regarding "Personal
Investments by Employees of the Adviser" on page 44:

Code of Ethics

The Funds, the Adviser and principal underwriter have each adopted codes of
ethics under rule 17j-1 of the Investment Company Act. Board members, officers
of the Funds and employees of the Adviser and principal underwriter are
permitted to make personal securities transactions, including transactions in
securities that may be purchased or held by the Funds, subject to requirements
and restrictions set forth in the applicable Code of Ethics. The Adviser's Code
of Ethics contains provisions and requirements designed to identify and address
certain conflicts of interest between personal investment activities and the
interests of the Funds. Among other things, the Adviser's Code of Ethics
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
quarterly 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
Adviser's Code of Ethics may be granted in particular circumstances after review
by appropriate personnel.

The following information replaces the first complete paragraph under
"Investment Adviser" on page 44:

For Scudder Kemper's services, Scudder International Fund pays Scudder Kemper a
fee equal to 0.675% of average daily net assets on such assets up to $6 billion,
0.625% of average daily net assets on such assets exceeding $6 billion, and
0.600% of average daily net assets on such assets exceeding $7 billion. The
investment advisory fees for the fiscal years ended March 31, 1999, 1998 and
1997 were $23,819,941,

<PAGE>

$22,491,681, and $20,989,160, respectively. For the five
months ended August 31, 1999, the investment advisory fees pursuant to the
Agreement amounted to $11,269,103, of which $2,432,369 was unpaid at August 31,
1999.



As of _____________, the following information replaces the information
regarding "Directors and Officers" on page 44:

           DIRECTORS AND OFFICERS OF SCUDDER INTERNATIONAL FUND, INC.
                       AND GLOBAL/INTERNATIONAL FUND, INC.

<TABLE>
<CAPTION>
                                                                                                  Position with
                                                                                                  Underwriter,
                                                                                                  Scudder Investor
Name, Age, and Address            Position with Fund      Principal Occupation**                  Services, Inc.
- ----------------------            ------------------      ----------------------                  --------------
<S>                               <C>                     <C>                                     <C>
Henry P. Becton, Jr. (56)         Director                President and General Manager, WGBH              --
WGBH                                                      Educational Foundation
125 Western Avenue
Allston, MA 02134

Linda C. Coughlin (48)+*          Director                Managing Director of Scudder Kemper     Senior Vice President
                                                          Investments, Inc.

Dawn-Marie Driscoll (53)          Director                Executive Fellow, Center for Business              --
4909 SW 9th Place                                         Ethics, Bentley College; President,
Cape Coral, FL  33914                                     Driscoll Associates

Edgar R. Fiedler (70)             Director                Senior Fellow and Economic                        --
50023 Brogden                                             Counsellor, The Conference Board, Inc.
Chapel Hill, NC

Keith R. Fox (45)                 Director                Private Equity Investor, President,                --
10 East 53rd Street                                       Exeter Capital Management Corporation
New York, NY  10022

Joan E. Spero (55)                Director                President, Doris Duke Charitable                   --
Doris Duke Charitable Foundation                          Foundation; Department of State -
650 Fifth Avenue                                          Undersecretary of State for Economic,
New York, NY  10128                                       Business and Agricultural Affairs
                                                          (March 1993 to January 1997)

Jean Gleason Stromberg (56)       Director                Consultant; Director, Financial                   --
3816 Military Road, NW                                    Institutions Issues, U.S. General
Washington, D.C.                                          Accounting Office (1996-1997);
                                                          Partner, Fulbright & Jaworski Law
                                                          Firm (1978-1996)

Jean C. Tempel (56)               Director                Managing Partner, Technology Equity              --
Ten Post Office Square Suite                              Partners
1325Boston, MA 02109
<PAGE>
                                                                                                  Position with
                                                                                                  Underwriter,
                                                                                                  Scudder Investor
Name, Age, and Address            Position with Fund      Principal Occupation**                  Services, Inc.
- ----------------------            ------------------      ----------------------                  --------------

Steven Zaleznick (45)*            Director                President and CEO, AARP Services, Inc.            --
(address)

Elizabeth J. Allan (46) #         Vice President          Senior Vice President of Scudder                  --
                                                          Kemper Investments, Inc.

Irene T. Cheng (46) #             Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Joyce E. Cornell (56) #           Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Susan E. Dahl (35) #              Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Philip S. Fortuna (41) ##         Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Carol L. Franklin (47) #          Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Edmund B. Games, Jr. (62) +       Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Theresa Gusman (40) #             Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Philip S. Fortuna (41) ##         Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Carol L. Franklin (47) #          Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Ann M. McCreary (43) #            Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Gerald J. Moran ++ (61)           Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Sheridan Reilly (48) #            Vice President          Senior Vice President of Scudder                  --
                                                          Kemper Investments, Inc.

Isabel M. Saltzman+ (45)          Vice President          Managing Director of Scudder Kemper               --
                                                          Investments, Inc.

Shahram Tajbakhsh (43) ##         Vice President          Senior Vice President of Scudder                  --
                                                          Kemper Investments, Inc.
<PAGE>
                                                                                                  Position with
                                                                                                  Underwriter,
                                                                                                  Scudder Investor
Name, Age, and Address            Position with Fund      Principal Occupation**                  Services, Inc.
- ----------------------            ------------------      ----------------------                  --------------

John R. Hebble (42)+              Treasurer               Senior Vice President of Scudder        Assistant Treasurer
                                                          Kemper Investments, Inc.

Caroline Pearson (38)+            Assistant Secretary     Senior Vice President of Scudder        Clerk
                                                          Kemper Investments, Inc.; Associate,
                                                          Dechert Price & Rhoads (law firm)
                                                          1989 - 1997

John Millette (37)+               Vice President and      Vice President of Scudder Kemper                  --
                                  Secretary               Investments, Inc.
</TABLE>


*        Ms. Couglin and Mr. Zaleznick are considered by the Funds and its
         counsel to be "interested persons" of the Adviser or of the Corporation
         as defined in the 1940 Act.
**       Unless otherwise stated, all officers and directors have been
         associated with their respective companies for more than five years,
         but not necessarily in the same capacity.
+        Address:  Two International Place, Boston, Massachusetts 02110
#        Address:  345 Park Avenue, New York, New York 10154

         The Directors and officers of the Corporation also serve in similar
capacities with respect to other Scudder Funds.

         [Shareholdings to be updated]

The following information regarding the "Administrative Fee" is added on page
53:

Administrative Fee

         Each Fund has entered into administrative services agreements with
Scudder Kemper (the "Administration Agreements"), pursuant to which Scudder
Kemper will provide or pay others to provide substantially all of the
administrative services required by a Fund (other than those provided by Scudder
Kemper under its investment management agreements with the Funds, as described
above) in exchange for the payment by each Fund of an administrative services
fee (the "Administrative Fee") of 0.375% of its average daily net assets. One
effect of these arrangements is to make each Fund's future expense ratio more
predictable. The Administrative Fee will become effective on or about August 28,
2000 for Scudder International Fund, September 11, 2000 for Scudder Global Fund
and October 1, 2000 for Scudder Emerging Markets Growth Fund.

         Various third-party service providers (the "Service Providers"), some
of which are affiliated with Scudder Kemper, provide certain services to the
Funds pursuant to separate agreements with the Funds. Scudder Fund Accounting
Corporation, a subsidiary of Scudder Kemper, computes net asset value for the
Funds and maintains their accounting records. Scudder Service Corporation, also
a subsidiary of Scudder Kemper, is the transfer, shareholder servicing and
dividend-paying agent for the shares of the Funds. Scudder Trust Company, an
affiliate of Scudder Kemper, provides subaccounting and recordkeeping services
for shareholders in certain retirement and employee benefit plans. As custodian,
Brown Brothers Harriman holds the portfolio securities of the Funds, pursuant to
a custodian agreement. PricewaterhouseCoopers LLP audits the financial
statements of the Funds and provides other audit, tax, and related services.
Dechert Price & Rhoads acts as general counsel for each Fund. In addition to the
fees they pay under the investment management agreements with Scudder Kemper,
the Funds pay the fees and

<PAGE>
expenses associated with these service arrangements, as well as each Fund's
insurance, registration, printing, postage and other costs.

         Scudder Kemper will pay the Service Providers for the provision of
their services to the Funds and will pay other fund expenses, including
insurance, registration, printing and postage fees. In return, each Fund will
pay Scudder Kemper an Administrative Fee.

         Each Administration Agreement has an initial term of three years,
subject to earlier termination by a Fund's Board. The fee payable by a Fund to
Scudder Kemper pursuant to the Administration Agreements is reduced by the
amount of any credit received from the Fund's custodian for cash balances.

         Certain expenses of the Funds will not be borne by Scudder Kemper under
the Administration Agreements, such as taxes, brokerage, interest and
extraordinary expenses; and the fees and expenses of the Independent Directors
(including the fees and expenses of their independent counsel). In addition,
each Fund will continue to pay the fees required by its investment management
agreement with Scudder Kemper.

<PAGE>

Part A of this Post-Effective Amendment No.44 to the Registration Statement is
incorporated by reference in its entirety to Scudder Global Fund's
Post-Effective Amendment No. 41 on Form N-1A filed on December 28, 1999 and to
Scudder Emerging Markets Income Fund and Scudder Global Bond Fund's
Post-Effective Amendment No. 43 on Form N-1A filed on February 29, 2000.

<PAGE>

Part B of this Post-Effective Amendment No.44 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Global Fund's
Post-Effective Amendment No. 41 on Form N-1A filed on December 28, 1999, to the
Scudder Emerging Markets Income Fund and Scudder Global Bond Fund's
Post-Effective Amendment No. 43 on Form N-1A filed on February 29, 2000, to the
supplement to the Statement of Additional Information of Scudder Emerging
Markets Income Fund and Scudder Global Bond Fund filed on January 7, 2000 and to
the supplement to the Statement of Additional Information of Scudder Global Fund
filed on March 1, 2000.


<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.


                      Scudder Emerging Markets Income Fund

                            Scudder Global Bond Fund

                               Scudder Global Fund

                                       2
<PAGE>


<TABLE>
<CAPTION>

Item 23                        Exhibits:

                              <S>       <C>      <C>
                               a.       (1)      Articles of Amendment and Restatement, dated December 13, 1990, is
                                                 incorporated by reference to Post-Effective Amendment No. 8 to the
                                                 Registration Statement.

                                        (2)      Articles of Amendment, dated December 29, 1997, is incorporated by
                                                 reference to Post-Effective Amendment No. 34 to the Registration
                                                 Statement.

                                        (3)      Articles of Amendment, dated May 29, 1998, is incorporated by
                                                 reference to Post-Effective Amendment No. 34 to the Registration
                                                 Statement.

                                        (4)      Articles Supplementary, dated February 14, 1991, is incorporated
                                                 by reference to Post-Effective Amendment No. 9 to the Registration
                                                 Statement.

                                        (5)      Articles Supplementary, dated July 11, 1991, is incorporated by
                                                 reference to Post-Effective Amendment No. 12 to the Registration
                                                 Statement.

                                        (6)      Articles Supplementary, dated November 24, 1992, is incorporated
                                                 by reference to Post-Effective Amendment No. 18 to the Registration
                                                 Statement.

                                        (7)      Articles Supplementary, dated October 20, 1993, is incorporated
                                                 by reference to Post-Effective Amendment No. 19 to the Registration
                                                 Statement.

                                        (8)      Articles Supplementary, dated December 14, 1995, is incorporated
                                                 by reference to Post-Effective Amendment No. 26 to the Registration
                                                 Statement.

                                        (9)      Articles Supplementary, dated March 6, 1996, is incorporated
                                                 by reference to Post-Effective Amendment No. 28 to the Registration
                                                 Statement.

                                        (10)     Articles Supplementary, dated April 15, 1998 is incorporated
                                                 by reference to Post-Effective Amendment No. 34 to the Registration
                                                 Statement.

                                        (11)     Articles Supplementary, dated March 31, 2000 is filed herein.

                               b        (1)      By-Laws, dated May 15, 1986, are incorporated by reference
                                                 to the original Registration Statement.

                                        (2)      Amendment, dated May 4, 1987, to the By-Laws is incorporated by
                                                 reference to Post-Effective Amendment No. 2 to the Registration
                                                 Statement.

                                        (3)      Amendment to the By-Laws, dated September 14, 1987, is
                                                 incorporated by reference to Post-Effective Amendment No. 5 to the
                                                 Registration Statement.

                                       3
<PAGE>

                                        (4)      Amendment to the By-Laws, dated July 27, 1988, is incorporated
                                                 by reference to Post-Effective Amendment No. 5 to the Registration
                                                 Statement.

                                        (5)      Amendment to the By-Laws, dated September 15, 1989, is incorporated
                                                 by reference to Post-Effective Amendment No. 7 to the Registration
                                                 Statement.

                                        (6)      Amended and Restated By-Laws, dated March 4, 1991, are
                                                 incorporated by reference to Post-Effective Amendment No. 12 to the
                                                 Registration Statement.

                                        (7)      Amendment to the By-Laws, dated September 20, 1991, is incorporated
                                                 by reference to Post-Effective Amendment No. 15 to the Registration
                                                 Statement.

                                        (8)      Amendment to the By-Laws, dated December 12, 1991, is incorporated
                                                 by reference to  Post-Effective Amendment No. 23 to the
                                                 Registration Statement.

                                        (9)      Amendment to the By-Laws, dated October 1, 1996, is incorporated by
                                                 reference to Post-Effective Amendment No. 27 to the Registration
                                                 Statement.

                                        (10)     Amendment to the By-Laws, dated December 3, 1997, is incorporated
                                                 by reference to Post-Effective Amendment No. 34 to the Registration
                                                 Statement.

                                        (11)     Amendment to the By-Laws, dated February 7, 2000, is incorporated
                                                 by reference to Post-Effective Amendment No.44 to the Registration
                                                 Statement.

                               c        (1)      Specimen Share Certificate representing shares of capital stock of
                                                 $.01 par value of Scudder Global Fund is incorporated by reference
                                                 to Post-Effective Amendment No. 6 to the Registration Statement.

                                        (2)      Specimen Share Certificate representing shares of capital stock of
                                                 $.01 par value of Scudder International Bond Fund is incorporated
                                                 by reference to Post-Effective Amendment No. 6 to the Registration
                                                 Statement.

                               d        (1)      Investment Management Agreement between the Registrant (on behalf
                                                 of Scudder Global Fund) and Scudder Kemper Investments, Inc. dated
                                                 September 7, 1998 is incorporated by reference to Post-Effective
                                                 Amendment No. 36 to the Registration Statement.

                                        (2)      Investment Management Agreement between the Registrant (on behalf
                                                 of Scudder International Bond Fund) and Scudder Kemper Investments,
                                                 Inc., dated September 7, 1998, is incorporated by reference to
                                                 Post-Effective Amendment No. 36 to the Registration Statement.

                                       4
<PAGE>

                                        (3)      Investment Management Agreement between the Registrant (on behalf
                                                 of Scudder Global Bond Fund) and Scudder Kemper Investments, Inc.,
                                                 dated September 7, 1998, is incorporated by reference to
                                                 Post-Effective Amendment No. 36 to the Registration Statement.

                                        (4)      Investment Management Agreement between the Registrant (on behalf
                                                 of Scudder Global Discovery Fund) and Scudder Kemper Investments,
                                                 Inc., dated September 7, 1998, is incorporated by reference to Post
                                                 Effective Amendment No. 36 to the Registration Statement.

                                        (5)      Investment Management Agreement between the Registrant (on behalf
                                                 of Scudder Emerging Markets Income Fund) and Scudder Kemper
                                                 Investments, Inc., dated September 7, 1998 is incorporated by
                                                 reference to Post-Effective Amendment No. 36 to the Registration
                                                 Statement.

                               e        (1)      Underwriting Agreement between the Registrant and Scudder Investor
                                                 Services, Inc., dated September 7, 1998, is incorporated by
                                                 reference to Post-Effective Amendment No. 36 to the Registration
                                                 Statement.

                                        (2)      Underwriting and Distribution Services Agreement between the
                                                 Registrant  (on behalf of Global Discovery Fund) and Kemper
                                                 Distributors, Inc., dated August 6, 1998 incorporated by reference
                                                 to Post Effective Amendment 36 to the Registration Statement.

                                        (3)      Underwriting and Distribution Services Agreement between the
                                                 Registrant, (on behalf of Global Discovery Fund) and Kemper
                                                 Distributors, Inc., dated September 7, 1998, is incorporated by
                                                 reference to Post Effective Amendment No. 37 to the Registration
                                                 Statement.

                               f                 Inapplicable.

                               g        (1)      Custodian Agreement between the Registrant and State Street Bank
                                                 and Trust Company, dated July 24, 1986, is incorporated by
                                                 reference to Post-Effective Amendment No. 1 to the Registration
                                                 Statement.

                                        (2)      Fee schedule for Exhibit (g)(1) is incorporated by reference to
                                                 Post-Effective Amendment No. 4 to the Registration Statement.

                                        (3)      Custodian Agreement between the Registrant (on behalf of Scudder
                                                 International Bond Fund) and Brown Brothers Harriman & Co., dated
                                                 July 1, 1988, is incorporated by reference to Post-Effective
                                                 Amendment No. 5 to the Registration Statement.

                                        (4)      Fee schedule for Exhibit 8(g)(3) is incorporated by reference to
                                                 Post-Effective Amendment No. 5 to the Registration Statement.

                                        (5)      Amendment, dated September 16, 1988, to the Custodian Contract
                                                 between the Registrant and State Street Bank and Trust Company
                                                 dated July 24, 1986 is Incorporated by reference to Post-Effective
                                                 Amendment No. 6 to the Registration Statement.

                                       5
<PAGE>

                                        (6)      Amendment, dated December 7, 1988, to the Custodian Contract
                                                 between the Registrant and State Street Bank and Trust Company
                                                 dated July 24, 1986 is incorporated by reference to Post-Effective
                                                 Amendment No. 6 to the Registration Statement.

                                        (7)      Amendment, dated November 30, 1990, to the Custodian Contract
                                                 between the Registrant and State Street Bank and Trust Company,
                                                 dated July 24, 1986, is incorporated by reference to Post-Effective
                                                 Amendment No. 10 to the Registration Statement.

                                        (8)      Custodian Agreement between the Registrant (on behalf of Scudder
                                                 Short Term Global Income Fund) and Brown Brothers Harriman & Co.,
                                                 dated February 28, 1991, is incorporated by reference to
                                                 Post-Effective Amendment No. 15 to the Registration Statement.

                                        (9)      Custodian Agreement between the Registrant (on behalf of Scudder
                                                 Global Small Company Fund) and Brown Brothers Harriman & Co., dated
                                                 August 30, 1991, is incorporated by reference to Post-Effective
                                                 Amendment No. 16 to the Registration Statement.

                                        (10)     Custodian Agreement between the Registrant (on behalf of Scudder
                                                 Emerging Markets Income Fund) and Brown Brothers Harriman & Co.,
                                                 dated December 31, 1993, is incorporated by reference to
                                                 Post-Effective Amendment No. 23 to the Registration Statement.

                                        (11)     Amendment  (on behalf of Scudder Global Fund) dated October 3, 1995
                                                 to the Custodian Agreement between the Registrant and Brown
                                                 Brothers Harriman & Co., dated March 7, 1995, is incorporated by
                                                 reference to Post-Effective Amendment No. 24 to the Registration
                                                 Statement.

                                        (12)     Amendment, dated September 29, 1997, to the Custodian Contract
                                                 between the Registrant and Brown Brothers Harriman & Co. dated,
                                                 March 7, 1995, is incorporated by reference to Post-Effective
                                                 Amendment No. 32 to the Registration Statement.

                                        (13)     Amendment (on behalf of Scudder International Bond Fund), dated
                                                 April 16, 1998, to the Custodian Agreement between the Registrant
                                                 and Brown Brothers Harriman & Co., dated March 7, 1995, is
                                                 incorporated by reference to Post-Effective Amendment No. 34 to the
                                                 Registration Statement.

                                        (14)     Amendment (on behalf of Scudder Global Discovery Fund), dated April
                                                 16, 1998, to the Custodian Agreement between the Registrant and
                                                 Brown Brothers Harriman & Co., dated March 7, 1998, is incorporated
                                                 by reference to Post-Effective Amendment No. 34 to the Registration
                                                 Statement.

                                        (15)     Amendment (on behalf of Scudder Emerging Markets Income Fund),
                                                 dated June 17, 1998, to the Custodian Agreement between the
                                                 Registrant and Brown Brothers Harriman & Co., dated March 7, 1995,
                                                 is incorporated by reference to Post-Effective Amendment No. 34 to
                                                 the Registration Statement.

                                       6
<PAGE>

                               h        (1)      Transfer Agency and Service Agreement between the Registrant and
                                                 Scudder Service Corporation, dated October 2, 1989, is incorporated
                                                 by reference to Post-Effective Amendment No. 7 to the Registration
                                                 Statement.

                                        (2)      Revised fee schedule dated October 1, 1996 for Exhibit 9(a)(1) is
                                                 incorporated by reference to Post-Effective Amendment No. 28 to the
                                                 Registration Statement.

                                        (3)      Agency agreement between the Registrant, (on behalf of Global
                                                 Discovery Fund) and Kemper Service Company, dated April 16,1998, is
                                                 incorporated by reference to Post-Effective Amendment No. 35 to the
                                                 Registration Statement.

                                        (4)      COMPASS Service Agreement between Scudder Trust Company and the
                                                 Registrant, dated October 1, 1995, is incorporated by reference to
                                                 Post-Effective Amendment No. 26 to the Registration Statement.

                                        (5)      Revised fee schedule, dated October 1, 1996, for Exhibit 9(b)(4) is
                                                 incorporated by reference to Post-Effective Amendment No. 28 to the
                                                 Registration Statement.

                                        (6)      Shareholder Services Agreement with Charles Schwab & Co., Inc.,
                                                 dated June 1, 1990, is incorporated by reference to Post-Effective
                                                 Amendment No. 7 to the Registration Statement.

                                        (7)      Service Agreement between Copeland Associates, Inc. and Scudder
                                                 Service Corporation (on behalf of Scudder Global Fund and Scudder
                                                 Global Small Company Fund), dated June 8, 1995, is incorporated by
                                                 reference to Post-Effective Amendment No. 24 to the Registration
                                                 Statement.

                                        (8)      Administrative Services Agreement between McGladvey & Pullen, Inc.
                                                 and the Registrant, dated September 30, 1995, is incorporated by
                                                 reference to Post-Effective Amendment No. 26 to the Registration
                                                 Statement.

                                        (9)      Administrative Services Agreement between the Registrant (on behalf
                                                 of Global Discovery Fund) and Kemper Distributors, Inc., dated
                                                 April 16, 1998, is incorporated by reference to Post-Effective
                                                 Amendment No. 34 to the Registration Statement.

                                        (10)     Fund Accounting Services Agreement between the Registrant (on
                                                 behalf of Scudder Global Fund) and Scudder Fund Accounting
                                                 Corporation, dated March 14, 1995, is incorporated by reference to
                                                 Post-Effective Amendment No. 24 to the Registration Statement.

                                        (11)     Fund Accounting Services Agreement between the Registrant (on
                                                 behalf of Scudder International Bond Fund) and Scudder Fund
                                                 Accounting Corporation, dated August 3, 1995, is incorporated by
                                                 reference to Post-Effective Amendment No. 25 to the Registration
                                                 Statement.

                                       7
<PAGE>

                                        (12)     Fund Accounting Services Agreement between the Registrant (on
                                                 behalf of Scudder Global Small Company Fund) and Scudder Fund
                                                 Accounting Corporation, dated June 15, 1995, is incorporated by
                                                 reference to Post-Effective Amendment No. 25 to the Registration
                                                 Statement.

                                        (13)     Fund Accounting Services Agreement between the Registrant (on
                                                 behalf of Scudder Global Bond Fund (formerly Scudder Short Term
                                                 Global Income Fund)) and Scudder Fund Accounting Corporation, dated
                                                 November 29, 1995, is incorporated by reference to Post-Effective
                                                 Amendment No. 26 to the Registration Statement.

                                        (14)     Fund Accounting Services Agreement between the Registrant (on
                                                 behalf of Scudder Emerging Markets Income Fund) and Scudder Fund
                                                 Accounting Corporation, dated February 1, 1996, is incorporated by
                                                 reference to Post-Effective Amendment No. 27 to the Registration
                                                 Statement.

                                        (15)     Administrative Agreement between the Registrant on behalf of
                                                 Scudder Emerging Markets Income Fund and Scudder Kemper
                                                 Investments, Inc. dated            , 2000 to be filed by amendment.

                                        (16)     Administrative Agreement between the Registrant on behalf of
                                                 Scudder Global Fund and Scudder Kemper Investments, Inc.
                                                 dated            , 2000 to be filed by amendment.

                                        (17)     Administrative Agreement between the Registrant on behalf of
                                                 Scudder Global Bond Fund and Scudder Kemper Investments, Inc.
                                                 dated            , 2000 to be filed by amendment.

                               i                 Inapplicable.

                               j                 Inapplicable.

                               k                 Inapplicable.

                               l                 Inapplicable.

                               m        (1)      Amended and Restated Rule 12b-1 Plan for Global Discovery Fund
                                                 Class B Shares, dated August 6, 1998, is incorporated by reference
                                                 to Post Effective Amendment No. 36 to the Registration Statement.

                                        (2)      Amended and Restated Rule 12b-1 Plan for Global Discovery Fund
                                                 Class C Shares dated August 6, 1998 is incorporated by reference to
                                                 Post Effective Amendment No. 36 to the Registration Statement.

                               n.       (1)      Mutual Funds Multi-Distribution System Plan pursuant to Rule
                                                 18f-3 is incorporated by reference to Post-Effective Amendment No.
                                                 33 Exhibit o to the Registration Statement.

                                        (2)      Plan with respect to Scudder Emerging Markets Income Fund pursuant
                                                 to Rule 18f-3 to be filed by amendment.

                                       8
<PAGE>




                                        (3)      Plan with respect to Scudder Global Fund pursuant to Rule 18f-3 to
                                                 be filed by amendment.

                                        (4)      Plan with respect to Scudder Global Bond Fund pursuant to Rule
                                                 18f-3 to be filed by amendment.

                               p.                Scudder Kemper Investments, Inc. Code of Ethics is filed herein.
</TABLE>

Item 24.          Persons Controlled by or under Common Control with Registrant
- --------          -------------------------------------------------------------

                  None

Item 25.          Indemnification.
- --------          ----------------

                  A policy of insurance  covering  Scudder  Kemper  Investments,
                  Inc., its subsidiaries  including  Scudder Investor  Services,
                  Inc., and all of the registered  investment  companies advised
                  by Scudder Kemper  Investments,  Inc. insures the Registrant's
                  Directors and officers and others against liability arising by
                  reason of an alleged  breach of duty  caused by any  negligent
                  error or accidental omission in the scope of their duties.

         Article  Tenth  of  Registrant's  Articles  of  Incorporation  state as
follows:

TENTH:            Liability and Indemnification
- ------            -----------------------------

         To the fullest extent permitted by the Maryland General Corporation Law
and  the  Investment  Company  Act  of  1940,  no  director  or  officer  of the
Corporation  shall be  liable  to the  Corporation  or to its  stockholders  for
damages.  This limitation on liability applies to events occurring at the time a
person serves as a director or officer of the  Corporation,  whether or not such
person is a director or officer at the time of any proceeding in which liability
is asserted.  No amendment to these  Articles of Amendment  and  Restatement  or
repeal of any of its provisions  shall limit or eliminate the benefits  provided
to  directors  and  officers  under this  provision  with  respect to any act or
omission which occurred prior to such amendment or repeal.

         The Corporation,  including its successors and assigns, shall indemnify
its directors and officers and make advance  payment of related  expenses to the
fullest extent  permitted,  and in accordance  with the  procedures  required by
Maryland law,  including Section 2-418 of the Maryland General  Corporation Law,
as may be amended from time to time, and the Investment Company Act of 1940. The
By-laws may provide that the Corporation  shall  indemnify its employees  and/or
agents in any manner and within such limits as permitted by applicable law. Such
indemnification  shall be in  addition  to any other right or claim to which any
director, officer, employee or agent may otherwise be entitled.

         The  Corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer,  employee or agent of the Corporation
or is or was serving at the request of the  Corporation as a director,  officer,
partner,  trustee, employee or agent of another foreign or domestic corporation,
partnership,  joint venture,  trust or other enterprise or employee benefit plan
against any liability  asserted  against and incurred by such person in any such
capacity  or  arising  out  of  such  person's  position,  whether  or  not  the
Corporation would have had the power to indemnify against such liability.

         The rights  provided to any person by this Article shall be enforceable
against the Corporation by such person who shall be presumed to have relied upon
such  rights in  serving  or  continuing  to serve in the  capacities  indicated
herein. No amendment of these Articles of Amendment and Restatement shall impair
the rights of any person  arising at any time with  respect to events  occurring
prior to such amendment.

         Nothing in these Articles of Amendment and Restatement  shall be deemed
to (i) require a waiver of compliance  with any provision of the  Securities Act
of 1933, as amended,  or the Investment  Company Act of 1940, as amended,  or of
any valid rule,  regulation or order of the Securities  and Exchange  Commission
under  those Acts or (ii)  protect any  director  or officer of the  Corporation
against any liability to the  Corporation or its  stockholders to



                                       9
<PAGE>

which he would otherwise be subject by reason of willful misfeasance,  bad faith
or gross  negligence in the performance of his or her duties or by reason of his
or her reckless disregard of his or her obligations and duties hereunder.

Item 26.          Business or Other Connections of Investment Adviser
- --------          ---------------------------------------------------

                  Scudder  Kemper   Investments,   Inc.  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 Item26.
<TABLE>
<CAPTION>
                           Business and Other Connections of Board
           Name            of Directors of Registrant's Adviser
           ----            ------------------------------------

<S>                        <C>
Stephen R. Beckwith        Treasurer, Scudder Kemper Investments, Inc.**
                           Director, Kemper Service Company
                           Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
                           Director and Treasurer, Scudder Stevens & Clark Corporation**
                           Director and Chairman, Scudder Defined Contribution Services, Inc.**
                           Director and President, Scudder Capital Asset Corporation**
                           Director and President, Scudder Capital Stock Corporation**
                           Director and President, Scudder Capital Planning Corporation**
                           Director and President, SS&C Investment Corporation**
                           Director and President, SIS Investment Corporation**
                           Director and President, SRV Investment Corporation**
                           Director and Chairman, Scudder Threadneedle International Ltd.
                           Director, Scudder Kemper Holdings (UK) Ltd. oo
                           Director and President, Scudder Realty Holdings Corporation *
                           Director, Scudder, Stevens & Clark Overseas Corporationo
                           Director and Treasurer, Zurich Investment Management, Inc. xx
                           Director and Treasurer, Zurich Kemper Investments, Inc.
                           Director, Kemper Distributors, Inc.
Lynn S. Birdsong           Director, Vice President and Chief Investment Officer, Scudder Kemper Investments,
                                 Inc.**
                           Director and Chairman, ScudderInvestments (Luxembourg) S.A.#
                           Director, Scudder Investments (U.K.) Ltd. oo
                           Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
                           Director and Chairman, Scudder Investments Japan, Inc. +
                           Senior Vice President, Scudder Investor Services, Inc.
                           Director and Chairman, Scudder Trust (Cayman) Ltd. +++ +++ +++
                           Director, Scudder, Stevens & Clark Australia x
                           Director and Vice President, Zurich Investment Management, Inc. xx
                           Director and President, Scudder, Stevens & Clark Corporation **
                           Director and President, Scudder , Stevens & Clark Overseas Corporation o
                           Director, Scudder Threadneedle International Ltd.
                           Director, Korea Bond Fund Management Co., Ltd. +

William H. Bolinder        Director, Scudder Kemper Investments, Inc.**
                           Member Group Executive Board, Zurich Financial Services, Inc. ##
                           Chairman, Zurich-American Insurance Company xxx

Nicholas Bratt             Director, Scudder Kemper Investments, Inc.**
                           Vice President, Scudder, Stevens & Clark Corporation **
                           Vice President, Scudder, Stevens & Clark Overseas Corporation o

Laurence W. Cheng          Director, Scudder Kemper Investments, Inc.**
                           Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##


                                       10
<PAGE>

                           Director, ZKI Holding Corporation xx

Gunther Gose               Director, Scudder Kemper Investments, Inc.**
                           CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
                           CEO/Branch Offices, Zurich Life Insurance Company ##

Rolf Huppi                 Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
                           Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
                           Director, Chairman of the Board, Zurich Holding Company of America xxx
                           Director, ZKI Holding Corporation xx

Harold D. Kahn             Chief Financial Officer, Scudder Kemper Investments, Inc.**

Kathryn L. Quirk           Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
                                 Investments, Inc.**
                           Director, Vice President, Chief Legal Officer and Secretary, Kemper Distributors, Inc.
                           Director and Secretary, Kemper Service Company
                           Director, Senior Vice President, Chief Legal Officer & Assistant Clerk, Scudder
                                 Investor Services, Inc.
                           Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
                           Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
                           Director & Assistant Clerk, Scudder Service Corporation*
                           Director and Secretary, SFA, Inc.*
                           Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
                           Director, Scudder, Stevens & Clark Japan, Inc. ###
                           Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
                           Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
                           Director, Vice President and Secretary, Scudder Realty Advisers, Inc. ++
                           Director and Secretary, Scudder, Stevens & Clark Corporation**
                           Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
                           Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
                           Director, Vice President and Secretary, Scudder Capital Asset Corporation**
                           Director, Vice President and Secretary, Scudder Capital Stock Corporation**
                           Director, Vice President and Secretary, Scudder Capital Planning Corporation**
                           Director, Vice President and Secretary, SS&C Investment Corporation**
                           Director, Vice President and Secretary, SIS Investment Corporation**
                           Director, Vice President and Secretary, SRV Investment Corporation**
                           Director, Vice President, Chief Legal Officer and Secretary, Scudder Financial
                                 Services, Inc.*
                           Director, Korea Bond Fund Management Co., Ltd. +
                           Director, Scudder Threadneedle International Ltd.
                           Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
                           Director, Scudder Investments Japan, Inc. x
                           Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
                           Director and Secretary, Zurich Investment Management, Inc. xx

Edmond D. Villani          Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
                           Director, Scudder, Stevens & Clark Japan, Inc. ###
                           President and Director, Scudder, Stevens & Clark Overseas Corporation o
                           President and Director, Scudder, Stevens & Clark Corporation**
                           Director, Scudder Realty Advisors, Inc. ++



                                       11
<PAGE>

                           Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
                           Director, Scudder Threadneedle International Ltd.
                           Director, Scudder Investments Japan, Inc. +++
                           Director, Scudder Kemper Holdings (UK) Ltd. oo
                           President and Director, Zurich Investment Management, Inc. xx
                           Director and Deputy Chairman, Scudder Investment Holdings Ltd.
</TABLE>

  *               Two International Place, Boston, MA
  ++              333 South Hope Street, Los Angeles, CA
  **              345 Park Avenue, New York, NY
  #               Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg,  R.C.
                  Luxembourg B 34.564
  ***             Toronto, Ontario, Canada
  +++ +++ +++ +++ Grand Cayman, Cayman Islands, British West Indies
  o               20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
  ###             1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
  xx              222 S. Riverside, Chicago, IL
  xxx             Zurich Towers, 1400 American Ln., Schaumburg, IL
  +               P.O.  Box 309,  Upland  House,  S. Church St.,  Grand  Cayman,
                  British West Indies
  ##              Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
  oo              One South Place, 5th Floor, London EC2M 2ZS England
  ooo             One Exchange Square, 29th Floor, Hong Kong
  +               Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon,  Minato-ku,
                  Tokyo 105-0001
  x               Level 3, Five Blue Street, North Sydney, NSW 2060

Item 27.          Principal Underwriters.
- --------          -----------------------

         (a)

         Scudder Investor  Services,  Inc. acts as principal  underwriter of the
         Registrant's  shares and also acts as principal  underwriter  for other
         funds managed by Scudder Kemper Investments, Inc.

         (b)

         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 27.

<TABLE>
<CAPTION>
         (1)                               (2)                                     (3)

         Scudder Investor Services, Inc.   Position and Offices with               Positions and
         Name and Principal                Scudder Investor Services, Inc.         Offices with Registrant
         Business Address                  -------------------------------         -----------------------
         ----------------
         <S>                               <C>                                     <C>
         Lynn S. Birdsong                  Senior Vice President                   None
         345 Park Avenue
         New York, NY 10154

         Mark S. Casady                    President and Assistant Treasurer       None
         Two International Place
         Boston, MA  02110

         Linda Coughlin                    Director and Senior Vice President      None
         Two International Place
         Boston, MA  02110

                                       12
<PAGE>

         Scudder Investor Services, Inc.   Position and Offices with               Positions and
         Name and Principal                Scudder Investor Services, Inc.         Offices with Registrant
         Business Address                  -------------------------------         -----------------------
         ----------------

         Richard W. Desmond                Vice President                          None
         345 Park Avenue
         New York, NY  10154

         Paul J. Elmlinger                 Senior Vice President and Assistant     None
         345 Park Avenue                   Clerk
         New York, NY  10154

         Philip S. Fortuna                 Vice President                          None
         101 California Street
         San Francisco, CA 94111

         William F. Glavin                 Vice President                          None
         Two International Place
         Boston, MA 02110

         Margaret D. Hadzima               Assistant Treasurer                     None
         Two International Place
         Boston, MA  02110

         John R. Hebble                    Assistant Treasurer                     Treasurer
         Two International Place
         Boston, MA  02110

         James J. McGovern                 Chief Financial Officer and Treasurer   None
         345 Park Avenue
         New York, NY  10154

         Lorie C. O'Malley                 Vice President                          None
         Two International Place
         Boston, MA 02110

         Caroline Pearson                  Clerk                                   Assistant Secretary
         Two International Place
         Boston, MA  02110

         Kathryn L. Quirk                  Director, Senior Vice President, Chief  Trustee, Vice President
         345 Park Avenue                   Legal Officer and Assistant Clerk       and Assistant Secretary
         New York, NY  10154

         Robert A. Rudell                  Director and Vice President             None
         Two International Place
         Boston, MA 02110

         William M. Thomas                 Vice President                          None
         Two International Place
         Boston, MA 02110

         Benjamin Thorndike                Vice President                          None
         Two International Place
         Boston, MA 02110

                                       13
<PAGE>

         Linda J. Wondrack                 Vice President and Chief Compliance     None
         Two International Place           Officer
         Boston, MA  02110
</TABLE>


         (c)
<TABLE>
                     (1)                     (2)                 (3)                 (4)               (5)
                                       Net Underwriting    Compensation on
              Name of Principal         Discounts and        Redemptions          Brokerage            Other
                 Underwriter             Commissions       and Repurchases       Commissions        Compensation
                 -----------             -----------       ---------------       -----------        ------------
               <S>                           <C>                 <C>                 <C>                 <C>
               Scudder Investor              None                None                None               None
                Services, Inc.
</TABLE>

         (d)

         Kemper  Distributors,  Inc.  acts  as  principal  underwriters  of  the
Registrant's  shares (on behalf of Global  Discovery Fund - Class A, Class B and
Class C Shares) and acts as principal underwriters of the Kemper Funds.

         (e)
<TABLE>
         (1)                               (2)                                                     (3)

         Name and Principal                Position and Offices with                               Positions and
         Business Address                  Scudder Investor Services, Inc.                         Offices with Registrant
         ----------------                  -------------------------------                         -----------------------
         <S>                               <C>                                                     <C>
         James L. Greenawalt               President                                               None

         Linda C. Coughlin                 Director and Vice Chairman                              None

         Kathryn L. Quirk                  Director, Secretary, Chief Legal Officer and Vice       Director
                                           President

         James J. McGovern                 Chief Financial Officer and Treasurer                   None

         Linda J. Wondrack                 Vice President and Chief Compliance Officer             None

         Paula Gaccione                    Vice President                                          None

         Michael E. Harrington             Managing Director                                       None

         Robert A. Rudell                  Vice President                                          None

         William M. Thomas                 Managing Director                                       None



<PAGE>

         Todd N. Gierke                    Assistant Treasurer                                     None

         Phillip J. Collora                Assistant Secretary                                     None

         Paul J. Elmlinger                 Assistant Secretary                                     None

         Diane E. Ratekin                  Assistant Secretary                                     None

         Mark S. Casady                    Director and Chairman                                   None

         Stephen R. Beckwith               Director                                                None

         Herbert A. Christiansen           Vice President                                          None

         Michael Curran                    Managing Director                                       None

         Robert Froelich                   Managing Director                                       None

         C. Perry Moore                    Managing Director                                       None

         Lorie O'Malley                    Managing Director                                       None

         David Swanson                     Managing Director                                       None

         William Glavin                    Managing Director                                       None

         Gary Kocher                       Managing Director                                       None

         Howard Schneider                  Managing Director                                       None

         Johnston Allan Norris             Managing Director and Senior Vice President             None

         John H. Robinson, Jr.             Managing Director and Senior Vice President             None

         George A. Antonah                 Senior Vice President                                   None
</TABLE>


Item 28.          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  Kemper
                  Investments,  Inc.,  345 Park  Avenue,  New  York,  NY  10154.
                  Records relating to the duties of the  Registrant's  custodian
                  (on behalf of Scudder  Global  Fund) are  maintained  by State
                  Street Bank and Trust Company,  Heritage Drive,  North Quincy,
                  Massachusetts.   Records   relating   to  the  duties  of  the
                  Registrant's  custodian  (on behalf of  Scudder  International
                  Bond Fund,  Scudder  Short Term Global  Income  Fund,  Scudder
                  Global Small Company Fund and Scudder  Emerging Markets Income
                  Fund) are  maintained  by Brown  Brothers  Harriman & Co.,  40
                  Water Street, Boston, Massachusetts.


Item 29.          Management Services.
- --------          --------------------

                  Inapplicable.

Item 30.          Undertakings.
- --------          -------------


<PAGE>

                  None.


                                       16
<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 amendment to its Registration
Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 8th day of May, 2000.


                                                 GLOBAL/INTERNATIONAL FUND, INC.


                                                 By /s/ John Millette
                                                    ----------------------------
                                                    John Millette
                                                    Vice President and Secretary


         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.


<TABLE>
<CAPTION>
SIGNATURE                                    TITLE                                        DATE
- ---------                                    -----                                        ----


<S>                                          <C>                                          <C>
/s/ Nicholas Bratt
- ---------------------------------------
Nicholas Bratt                               President (for all except Scudder            May 8, 2000
                                             Global Fund)


/s/ William E. Holzer
- ---------------------------------------
William E. Holzer                            President (for Scudder Global Fund)          May 8, 2000


/s/ Sheryle J. Bolton
- ---------------------------------------
Sheryle J. Bolton*                           Director                                     May 8, 2000


/s/ William T. Burgin
- ---------------------------------------
William T. Burgin*                           Director                                     May 8, 2000


/s/ Keith R. Fox
- ---------------------------------------
Keith R. Fox*                                Director                                     May 8, 2000


/s/ William H. Luers
- ---------------------------------------
William H. Luers*                            Director                                     May 8, 2000


/s/ Kathryn L. Quirk
- ---------------------------------------
Kathryn L. Quirk*                            Director, Vice President and                 May 8, 2000
                                                   Assistant Secretary

<PAGE>

SIGNATURE                                    TITLE                                        DATE
- ---------                                    -----                                        ----

/s/ Joan E. Spero
- ---------------------------------------
Joan E. Spero*                               Director                                     May 8, 2000



/s/ John R. Hebble
- ---------------------------------------
John R. Hebble                               Treasurer (Chief Financial Officer)          May 8, 2000
</TABLE>




*By:     /s/ John Millette
         ------------------------------
         John Millette

         Attorney-in-fact, pursuant to powers of
         attorney included with the signature
         pages of Post-Effective Amendment No. 39
         to the Registration Statement, filed
         October 12, 1999.




                                       2


<PAGE>

                                                               File No. 33-5724
                                                               File No. 811-4670


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM N-1A


                         POST-EFFECTIVE AMENDMENT NO. 44

                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 47

                           TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940



                         GLOBAL/INTERNATIONAL FUND, INC.


<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.

                                  Exhibit Index


                                 Exhibit (a)(11)

                                   Exhibit (p)



                                                                  Exhibit(a)(11)
                         GLOBAL/INTERNATIONAL FUND, INC.
                             ARTICLES SUPPLEMENTARY

         Global/International Fund, Inc., a Maryland corporation (which is
hereinafter called the "Corporation), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:

         FIRST: Pursuant to and in accordance with Section 2-105(c) of the
Maryland General Corporation Law, the aggregate number of shares of capital
stock that the Corporation, which is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended, has the
authority to issue is hereby increased to one billion, one hundred million
(1,100,000,000) shares, with a par value of $0.01 per share, for an aggregate
par value of eleven million dollars ($11,000,000).

         (a)      Immediately before the increase effected by these Articles
                  Supplementary, the total number of shares of capital stock of
                  all series and classes that the Corporation had the authority
                  to issue was eight hundred million ($800,000,000) shares with
                  a par value of $0.01 per share, for an aggregate par value of
                  eight million dollars ($8,000,000).

         (b)      Immediately after the increase effected by these Articles
                  Supplementary, the total number of shares of capital stock of
                  all series and classes that the Corporation has the authority
                  to issue is one billion one hundred million (1,100,000,000)
                  shares, with a par value of $0.01 per share, for an aggregate
                  par value of eleven million dollars (11,000,000).

         SECOND: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors (i) has duly designated and classified one hundred
million (100,000,000) of the three hundred million (300,000,000) shares of the
capital stock of the Corporation resulting from the increase of authorized
capital stock effected by these Articles Supplementary into a new a class of
shares of the "Emerging Markets Income Fund" series of the Corporation's capital
stock, with such shares being designated and classified as "AARP Shares" of the
"Emerging Markets Income Fund" series and (ii) has duly designated and
classified the existing one hundred million (100,000,000) shares of the issued
and unissued authorized shares of the "Emerging Markets Income Fund" series of
the Corporation's capital stock as a separate class of the "Emerging Markets
Income Fund" series, such class being designated as the "Class S Shares" of the
"Emerging Markets Income Fund" series.

         THIRD: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors (i) has duly designated and classified one hundred
million (100,000,000) of the three hundred million (300,000,000) shares of the
capital stock of the Corporation resulting from the increase of authorized
capital stock effected by these Articles



<PAGE>

Supplementary into a new a class of shares of the "Global Bond Fund" series of
the Corporation's capital stock, with such shares being designated and
classified as "AARP Shares" of the "Global Bond Fund" series and (ii) has duly
designated and classified the existing three hundred million (300,000,000)
shares of the issued and unissued authorized shares of the "Global Bond Fund"
series of the Corporation's capital stock as a separate class of the "Global
Bond Fund" series, such class being designated as the "Class S Shares" of the
"Global Bond Fund" series.

         FOURTH: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article FIFTH of the Charter of the Corporation,
the Board of Directors (i) has duly designated and classified one hundred
million (100,000,000) of the three hundred million (300,000,000) shares of the
capital stock of the Corporation resulting from the increase of authorized
capital stock effected by these Articles Supplementary into a new a class of
shares of the "Global Fund" series of the Corporation's capital stock, with such
shares being designated and classified as "AARP Shares" of the "Global Fund"
series and (ii) has duly designated and classified the existing one hundred
million (100,000,000) shares of the issued and unissued authorized shares of the
"Global Fund" series of the Corporation's capital stock as a separate class of
the Global Fund series, such class being designated as the "Class S Shares" of
the "Global Fund" series.

         FIFTH: Immediately before the increase effected by of these Articles
Supplementary, the Corporation had the authority to issue eight hundred million
(800,000,000) shares of capital stock, $0.01 par value per share, one hundred
million (100,000,000) shares of authorized capital stock being designated as the
"Emerging Markets Income Fund" series; three hundred million (300,000,000)
shares of authorized capital stock being designated as the "Global Bond Fund"
series; two hundred million (200,000,000) shares of authorized capital stock
being designated as the "International Bond Fund" series; one hundred million
(100,000,000) shares of authorized capital stock being designated as the "Global
Fund" series; and one hundred million (100,000,000) shares of authorized capital
stock being designated as the "Global Discovery Fund" series, of which forty
million (40,000,000) shares were designated as "Class A" shares class of the
"Global Discovery Fund" series, twenty million (20,000,000) shares were
designated as "Class B" shares class of the "Global Discovery Fund" series, ten
million (10,000,000) shares were designated as "Class C" shares class of the
"Global Discovery Fund" series and thirty million (30,000,000) shares were
designated as "Class S" or "Scudder Shares" class of the "Global Discovery Fund"
series.

                  Immediately after the increase effected by these Articles
Supplementary, the Corporation will have the authority to issue one billion, one
hundred million shares of capital stock, $0.01 par value per share, two hundred
million (200,000,000) shares of authorized capital stock being designated as the
"Emerging Markets Income Fund" series, of which one hundred million
(100,000,000) shares will be designated as the "Class S Shares" class of the
"Emerging Markets Income" Fund series and one hundred million (100,000,000)
shares will be designated as the "AARP Shares" class of the "Emerging Markets
Income Fund" series; four hundred million (400,000,000) shares of authorized


                                       2
<PAGE>

capital stock being designated as the "Global Bond Fund" series, of which three
hundred and million (300,000,000) shares will be designated as the "Class S
Shares" class of the "Global Bond Fund" series and one hundred million
(100,000,000) shares will be designated as the "AARP Shares" class of the
"Global Bond Fund" series; two hundred million (200,000,000) shares of
authorized capital stock being designated as the "Global Fund" series, of which
one hundred million (100,000,000) shares will be designated as the "Class S
Shares" class of the "Global Fund" series and one hundred million (100,000,000)
shares will be designated as the "AARP Shares" class of the "Global Fund"
series; and one hundred million (100,000,000) being designated as the "Global
Discovery Fund" series, of which forty million (40,000,000) shares will be
designated as the "Class A" shares class of the "Global Discovery Fund" series,
twenty million (20,000,000) shares will be designated as the "Class B" shares
class of the "Global Discovery Fund" series, ten million (10,000,000) shares
will be designated as the "Class C" shares class of the "Global Discovery Fund"
series, and thirty million (30,000,000) shares will be designated as "Class S"
shares or "Scudder Shares" class of the "Global Discovery Fund" series.

         SIXTH: A description of the "AARP Shares" class of each of the
"Emerging Markets Income Fund," "Global Bond Fund" and "Global Fund" series,
including the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and the terms or
conditions of redemption of, such shares, as set by the Board of Directors of
the Corporation, is as follows:

         (a) Except as provided in the Charter of the Corporation and except as
described in (b) below, the "AARP Shares" class of each of the "Emerging Markets
Income Fund," "Global Bond Fund," and "Global Fund" series each shall be
identical in all respects, and shall have the same preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption as, as applicable, the
"Class S Shares" class of each of the "Emerging Markets Income Fund," "Global
Bond Fund," and "Global Fund" series.

         (b) The "AARP Shares" class of each of the "Emerging Markets Income
Fund," "Global Bond Fund," and "Global Fund" series may be issued and sold
subject to such sales loads or charges, whether initial, deferred or contingent,
or any combination thereof, and to such expenses and fees (including, without
limitation, distribution expenses under a Rule 12b-1 plan, administrative
expenses under an administrative, or service agreement plan or other
arrangement, and other administrative, recordkeeping, redemption, service or
other fees, however designated), and to such account size requirements, which
may be different from the sales loads, charges, expenses, fees or account size
requirements of, as applicable, the "Class S Shares" class of each of the
"Emerging Markets Income Fund," "Global Bond Fund," and "Global Fund" series,
all as the Board of Directors may from time to time establish in accordance with
the Investment Company Act of 1940, as amended, and other applicable law.

         SEVENTH: Except as otherwise provided by the express provisions of
these Articles Supplementary, nothing herein shall limit, by inference or
otherwise, the



                                       3
<PAGE>

discretionary right of the Board of Directors of the Corporation to classify and
reclassify and issue any unissued shares of any series or class of the
Corporation's capital stock and to fix or alter all terms thereof to the full
extent provided by the Charter of the Corporation.

         EIGHTH: The Board of Directors of the Corporation, at a meeting duly
called and held, duly authorized and adopted resolutions increasing the
aggregate number of shares of capital stock that the Corporation has authority
to issue and designating and classifying the capital stock of the "Emerging
Markets Income Fund," "Global Bond Fund," and "Global Fund" series as set forth
in these Articles Supplementary.

         IN WITNESS WHEREOF, Global/International Fund, Inc. has caused these
Articles Supplementary to be signed and acknowledged in its name and on its
behalf by its Vice President and attested to by its Assistant Secretary on this
31st day of March, 2000; and its Vice President acknowledges that these Articles
Supplementary are the act of Global/International Fund, Inc., and he further
acknowledges that, as to all matters or facts set forth herein which are
required to be verified under oath, such matters and facts are true in all
material respects to the best of his knowledge, information and belief, and that
this statement is made under the penalties for perjury.



ATTEST                                               GLOBAL/INTERNATIONAL
                                                     FUND, INC.


/s/Caroline Pearson                                  /s/John Millette
- -------------------                                  ----------------
Caroline Pearson                                     John Millette
Assistant Secretary                                  Vice President




                                       4


                                                                      Exhibit(p)


                        SCUDDER KEMPER INVESTMENTS, INC.

                                 CODE OF ETHICS

- --------------------------------------------------------------------------------
                                    Preamble

We will at all times conduct ourselves with integrity and distinction, putting
first the interests of our clients.

From the time of our Firm's inception, we have looked on our obligations to our
clients as fiduciary in nature. Our relationships were to be unencumbered in
fact or appearance by conflicts of interest, and the needs of our clients thus
represented a benchmark for assessing our own business decisions.

We believe and have always believed that our own long-term business interests
are best served by strict adherence to these principles. They are reflected in
the following internal policies and prescriptions and are implicit in the
judgment that our responsibilities exceed in scope and depth the literal
restrictions imposed by law on investor behavior (e.g., the prohibition on use
of inside information.).

The rules set forth in this Code have been adopted by Scudder Kemper
Investments, Inc. ("Scudder Kemper") and certain of its subsidiaries (the
"Covered Companies"), including Scudder Investor Services, Inc., Kemper
Distributors, Inc., Scudder Financial Services, Inc., Kemper Service
Corporation, Scudder Service Corporation, Scudder Trust Company, Scudder Fund
Accounting Corporation, and by Scudder Kemper-sponsored investment companies as
their codes of ethics applicable to Scudder Kemper-affiliated personnel.


Part 1: Conflicts of Interest

This Code does not attempt to spell out all possible cases of conflicts of
interest and we believe that members of the organization should be conscious
that areas other than personal investment transactions may involve conflicts of
interest. One such area would be accepting favors from brokers or other vendors
or service providers. We are a natural object of cultivation by firms wishing to
do business with us and it is possible that this consideration could impair our
objectivity.

A conflict of interest could also occur in securities which have a thin market
or are being purchased or sold in volume by any client or clients. Likewise, the
purchase of stocks or bonds in anticipation of (1) an upwards change to "Buy" in
the price rating, (2) their being added to the Investment Universe with a "Buy"
rating, or (3) their being purchased by a large account or group of accounts
would clearly be in conflict with our clients' interest.

Other examples of such conflicts would include the purchase or sale of a
security by a member of the organization prior to initiating a similar
recommendation to a client. Analysts occupy a particularly visible position. It
follows that analysts should be particularly careful to avoid the appearance of
"jumping the gun" before recommending a change in the rating on one of the
stocks for which he or she is responsible.

<PAGE>

Accordingly, all personnel are required to adhere to the following rules
governing their investment activities. These rules cannot cover all situations
which may involve a possible conflict of interest. If an employee becomes aware
of a personal interest that is, or might be, in conflict with the interest of a
client, that person should disclose the potential conflict to the Legal
Department for appropriate consideration, before any transaction is executed.

We are anxious to give every member of the Firm reasonable freedom with respect
to his/her own and family's investment activities. Furthermore, we believe that
we will be stronger and our product better if the members of the organization
have a personal interest in investing and the courage of their convictions with
respect to investment decisions. At the same time, in a profession such as ours,
it is possible to abuse the trust which has been placed in us and there could be
conflicts of interest between our clients and our personal investment
activities. In many cases such conflicts might be somewhat theoretical. On the
other hand, in a matter of this nature we must be almost as careful of
appearances as we are of the actual facts.

Our underlying philosophy has always been to avoid conflicts of interest
wherever possible and, where they unavoidably occur, to resolve them in favor of
the client. When a conflict does occur, an individual in an investment counsel
organization must recognize that the client's interests supercede the interests
of the Firm's employees and those of any members of the person's family whom he
or she may advise. This condition inevitably places some restriction on freedom
of investment for members of the organization and their families.

When any member of the organization thinks it possible that a personal
transaction can be misinterpreted as involving a conflict of interest, that
person is encouraged to write a short explanatory memorandum and attach it to
the confidential quarterly Personal Transaction Report (Form 1). Such a
memorandum should, of course, briefly document any discussion with and approval
by the Legal Department.

Personal Transaction Reports are reviewed by designees of the Ethics Committee,
who are responsible for determining whether violations have occurred, giving the
person involved an opportunity to supply additional information, and
recommending appropriate follow-up action including disciplinary measures for
late reports or other infractions.


Part 2: Personal Investments

Definitions

         a.       Access Person includes employees who have access to timely
                  information relating to investment management activities,
                  research and/or client portfolio holdings.

         b.       Affiliated person letter (407 letter) is a letter from the
                  compliance department on behalf of Scudder Kemper Investments,
                  Inc. authorizing an employee to open a brokerage account and
                  providing for the direction of duplicate trade confirmations
                  and account statements to the compliance department. All
                  access persons must apply for an affiliated person letter for
                  each personal account prior to making any personal trades for
                  the account. Employees who




                                       2
<PAGE>

                  are not deemed access persons will receive an affiliated
                  person letter on request, but such letter will NOT require the
                  direction of duplicate trade confirmations and account
                  statements.

         c.       Beneficial Interest. You will be considered to have a
                  Beneficial Interest in any investment that is (whether
                  directly or indirectly) held by you, or by others for your
                  benefit (such as custodians, trustees, executors, etc.); held
                  by you as a trustee for members of your immediate family
                  (spouse, children, stepchildren, grandchildren, parents,
                  stepparents, grandparents, siblings, parents-in-law,
                  children-in-law, siblings-in-law); and held in the name of
                  your spouse, or minor children (including custodians under the
                  Uniform Gifts to Minors Act) or any relative of yours or of
                  your spouse (including an adult child) who is sharing your
                  home, whether or not you supervise such investments. You will
                  also be considered to have a Beneficial Interest in any
                  investment as to which you have a contract, understanding,
                  relationship, agreement or other arrangement that gives you,
                  or any person described above, a present or future benefit
                  substantially equivalent to an ownership interest in that
                  investment. For example, you would be considered to have a
                  Beneficial Interest in the following:

                  o        an investment held by a trust of which you are the
                           settlor, if you have the power to revoke the trust
                           without obtaining the consent of all the
                           beneficiaries;

                  o        an investment held by any partnership in which you
                           are a partner;

                  o        an investment held by an investment club of which you
                           are a member;

                  o        an investment held by a personal holding company
                           controlled by you alone or jointly with others.

     If you have any question as to whether you have a Beneficial Interest in an
     investment, you should review it with the Legal Department.

         d.       Covered Company is defined in the Preamble on page 1.

         e.       Derivative includes options, futures contracts, options on
                  futures contracts, swaps, caps and the like, where the
                  underlying instrument is a Security, a securities index, a
                  financial indicator, or a precious metal.

         f.       Employees includes all employees of each of the Covered
                  Companies who do not fall within the definition of Access
                  Person, Investment Personnel or Portfolio Manager.

         g.       Initial Public Offering shall include initial offerings in
                  equities.

         h.       Investment Personnel are traders, analysts, and other
                  employees who work directly with Portfolio Managers in an
                  assistant capacity, as well as those who in the course of
                  their job regularly receive access to client trading activity
                  (this



                                       3
<PAGE>

                  would generally include members of the Investment Operations
                  and Mutual Fund Accounting groups). As those responsible for
                  providing information or advice to Portfolio Managers or
                  otherwise helping to execute or implement the Portfolio
                  Managers' recommendations, Investment Personnel occupy a
                  comparably sensitive position, and thus additional rules
                  outlined herein apply to such individuals.

         i.       Personal Account means an account through which an employee of
                  a Covered Company has a Beneficial Interest in any Security or
                  Derivative.

         j.       Personal Transaction means an investment transaction in a
                  Security or Derivative in which an employee of a Covered
                  Company has a Beneficial Interest.

         k.       Portfolio Managers are those employees of a Covered Company
                  entrusted with the direct responsibility and authority to make
                  investment decisions affecting a client. PIC Consultants are
                  included in this definition. In their capacities as
                  fiduciaries, Portfolio Managers occupy a more sensitive
                  position than many members of the Scudder Kemper organization
                  because they are originating transactions for their clients.

         l.       Private Placement is defined as an offering of a security,
                  which is being acquired in connection with an offering not
                  being made to "the public" but to a limited number of
                  investors and which has been deemed not to require
                  registration with the SEC.

         m.       Reportable Transaction includes any transaction in a Security
                  or Derivative; provided that Reportable Transaction does not
                  include any transaction in (i) direct obligations of the US
                  Government, or (ii) open-end investment companies for which
                  none of the Advisers serves as investment adviser.

         n.       Security includes without limitation stocks, bonds,
                  debentures, notes, bills and any interest commonly known as a
                  security, and all rights or contracts to purchase or sell a
                  security.

         o.       Scudder Kemper Funds means each registered investment company
                  to which an Adviser renders advisory services, other than
                  funds sponsored by an organization unaffiliated with Scudder
                  Kemper.

         p.       Waiver from preclearance exempts certain accounts from the
                  preclearance requirements. An access person may receive a
                  certificate of waiver from preclearance under the following
                  circumstances:

                  i.       Account under the exclusive discretion of an access
                           person's spouse, where the spouse is employed by an
                           investment firm where the spouse is subject to
                           comparable preclearance requirements;

                  ii.      The account is under the exclusive discretion of an
                           outside money manager; or


                                       4
<PAGE>

                  iii. Any other situation where a waiver of preclearance is
                  appropriate.

A certificate of waiver from preclearance is available at the discretion of the
Ethics Committee. All accounts receiving a certificate of waiver from
preclearance must apply for a 407 letter. Transactions occurring in accounts
which have obtained a waiver from preclearance are not exempt from the quarterly
reporting requirement.

Specific Rules and Restrictions Applicable to all Employees

The following rules and restrictions are applicable to all Employees (including
Access Persons, Investment Personnel and Portfolio Managers):

         a.       Every Employee must file by the seventh day of the month
                  following the end of each quarter with the individual
                  designated by the Ethics Committee a confidential Personal
                  Transaction Report for the immediately preceding quarter (Form
                  1: Quarterly Personal Transaction Report). Each report must
                  set forth every Reportable Transaction for any Personal
                  Account in which the Employee has any Beneficial Interest.

                  In filing the reports for accounts within these rules please
         note:

                  i.       You must file a report every quarter whether or not
                           there were any Reportable Transactions. All
                           Reportable Transactions should be listed if possible
                           on a single form. For every Security listed on the
                           report, the information called for in each column
                           must be completed by all reporting individuals.

                  ii.      Reports must show sales, purchases, or other
                           acquisitions, or dispositions, including gifts,
                           exercise of conversion rights and the exercise or
                           sale of subscription rights. Approved Personal
                           Transaction Preclearance Forms must be attached for
                           all applicable transactions. Reinvestment of
                           dividends (but not additional share purchases)
                           through dividend reinvestment plans of publicly held
                           companies need be indicated only on the line provided
                           above PURCHASES on the reverse side of the report.

                  iii.     Quarterly reports on family and other accounts that
                           are fee-paying firm clients need merely list the
                           Scudder Kemper account number under Item #1 on Page 1
                           of the report; these securities transactions do not
                           have to be itemized.

                  iv.      Employees may not purchase securities issued as part
                           of an initial public offering until three business
                           days after the public offering date (i.e., the
                           settlement date), and then only at the prevailing
                           market price. In addition, employees may not
                           participate in new issues of municipal bonds until a
                           CUSIP number has been identified.




                                       5
<PAGE>


         b.       Employees are not permitted to serve on the boards of publicly
                  traded companies unless such service is approved in advance by
                  the Ethics Committee or its designee on the basis that it
                  would be consistent with the interests of the Firm. In the
                  case of Investment Personnel service on the board of a public
                  company must be consistent with the interests of the Fund with
                  which the Investment Personnel is associated as well as the
                  shareholders of such Fund, and the Investment Personnel must
                  be isolated from participating in investment decisions
                  relating to that company. See Part 7: Fiduciary and Corporate
                  Activities for further detail on the approval process.

         c.       For purposes of this Code, a prohibition or requirement
                  applicable to any given person applies also to transactions in
                  securities for any of that person's Personal Accounts,
                  including transactions executed by that person's spouse or
                  relatives living in that person's household, unless such
                  account is specifically exempted from such requirement by the
                  Ethics Committee or its designee.

         d.       Employees may not purchase or sell securities on the
                  Restricted List absent a special exception from the Legal
                  Department. Employees may not disclose the identities of
                  issuers on the Restricted List to others outside the firm.
                  Please See Part 3: Insider Trading, which is incorporated by
                  reference.

Specific Rules and Restrictions Applicable to all Access Persons

         a.       Access Persons are subject to each of the foregoing rules and
                  restrictions applicable to Employees.

         b.       Access Persons may not purchase or sell a "private placement"
                  security without the prior written approval of the Ethics
                  Committee or its designee and, in the case of Portfolio
                  Managers and research analysts, the additional approval of
                  their departmental reviewer (see Form 3: Special Preclearance
                  Form). Typically, a purchase of a private placement will not
                  be approved where any part of the offering is being acquired
                  by a client.

         c.       All Access Persons must disclose promptly to the Ethics
                  Committee or its designee the existence of any Personal
                  Account and must direct their brokers to supply duplicate
                  confirmations of all Reportable Transactions and copies of
                  periodic statements for all such accounts to an individual
                  designated by the Ethics Committee. (Use Form 5: Affiliated
                  Persons Letter.) These confirmations will be used to check for
                  conflicts of interest by comparing the information on the
                  confirmations against the Firm's pre-clearance records (see
                  sub-section (f) below) and quarterly Personal Transaction
                  Reports.

         d.       All Access Persons are required to "pre-clear" their personal
                  transactions with the Ethics Committee's designee. (Use Form
                  2: Preclearance Form.) If circumstances are such that the Firm
                  lacks the ability to preclear a particular transaction,
                  permission to execute that transaction will not be granted.
                  Submissions for request of trade approval must be submitted no
                  later than 3:30pm. If preclearance is granted, the Access
                  Person has until the end of the day preclearance is granted to
                  execute his or her trade. After such time the



                                       6
<PAGE>

                  Access Person must obtain preclearance again. (Limit orders
                  which have been precleared and placed within this time limit
                  need not be precleared on subsequent days so long as the terms
                  of the order are not changed.) Prior approval is not required
                  for the exercise of rights, the rounding out of fractional
                  shares and receipt of stock dividends or stock splits.
                  Similarly, prior approval is not required for transactions in
                  shares of registered open-end investment companies (except in
                  the case of a Portfolio Manager who wishes to purchase or sell
                  shares of his/her Fund when the Fund is other than a money
                  market fund) and U.S. Government securities transactions.

         e.       Access Persons may not purchase any Security where the
                  investment rating is upgraded to "Buy" (or any Security added
                  to the Investment Universe with a "Buy" rating until two weeks
                  after the date of the rating change or addition. (See SP&P
                  #31-5 regarding Price Rating System.)

         f.       Access Persons may not sell any Security where the investment
                  rating is downgraded to "Unattractive" until two weeks after
                  the date of the rating change.

         g.       Access Persons may not purchase securities that are added to
                  the PIC Universe until two weeks after the date of the
                  addition.

         h.       In the event that an Access Person desires to trade less than
                  $10,000 of a Security that has a market capitalization of at
                  least $5 billion, pre-clearance will be granted absent special
                  circumstances. (However, please note that even trades falling
                  within this de minimus exception must be pre-cleared with the
                  Ethics Committee or its designee.)

         i.       No Access Person will receive approval to execute a securities
                  transaction when any client has a pending "buy" or "sell"
                  order in that same (or a related) Security until that order is
                  executed or withdrawn. Examples of related securities include
                  options, warrants, rights, convertible securities and American
                  Depository Receipts, each of which is considered "related" to
                  the Security into which it can be converted or exchanged.

         j.       Within 10 days of the commencement of employment (or within 10
                  days of obtaining Access Person status) all Access Persons
                  must disclose all holdings of securities and/or derivatives in
                  which they have a Beneficial Interest (and indicate which of
                  those holdings are private placements). Access Persons must
                  file an initial report even if they have no holdings. Holdings
                  in direct obligations of the U.S. Government and mutual (i.e.,
                  open-end) funds other than Scudder Kemper Funds need not be
                  listed.

         k.       Access Persons shall submit an Annual Statement of Securities
                  Holdings as part of the annual ethics questionnaire. The
                  Annual Statement of Securities Holdings shall only include
                  holdings that are not received by the Legal Department in the
                  form of duplicate statements.




                                       7
<PAGE>

Specific Rules and Restrictions Applicable to Investment Personnel

         a.       Investment Personnel are subject to each of the foregoing
                  rules and restrictions applicable to Employees and Access
                  Persons.

         b.       Investment Personnel are prohibited from profiting from the
                  buying and selling, or selling and buying, of the same (or
                  related) securities within a 60 calendar-day period.

         c.       Investment Personnel who hold a privately placed Security of
                  an issuer whose securities are being considered for purchase
                  by a client must disclose to their departmental reviewer that
                  preexisting interest where they are involved in the
                  consideration of the investment by the client (using Form 3:
                  Special Transaction Preclearance Form). The client's purchase
                  of such securities must be approved by the relevant
                  departmental reviewer.

         d.       Research analysts are required to obtain special preclearance
                  (using Form 3: Special Transaction Preclearance Form) and
                  approval from their supervisor prior to purchasing or selling
                  a Security in an industry or country he or she follows.

Specific Rules and Restrictions Applicable to Portfolio Managers

         a.       Portfolio Managers are subject to each of the foregoing rules
                  and restrictions applicable to Employees, Access Persons and
                  Investment Personnel.

         b.       Portfolio Managers may not buy or sell a Security within seven
                  calendar days before and after a portfolio that he or she
                  manages trades in that Security.

         c.       When a Portfolio Manager wants to sell from his or her
                  Personal Account securities held by his or her clients, the
                  Portfolio Manager must receive prior written approval from the
                  Ethics Committee or its designee (Using Form 3) before acting
                  for the Personal Account. The Portfolio Manager must explain
                  his or her reasons for selling the securities.

         d.       When a Portfolio Manager wants to purchase for a Personal
                  Account a Security eligible for purchase by one of his or her
                  clients, the Portfolio Manager must receive prior written
                  approval from the Ethics Committee or its designee (Using Form
                  3) before acting for the Personal Account. The Portfolio
                  Manager must explain his or her reasons for purchasing the
                  securities.

         e.       A Portfolio Manager may not engage in short sales other than
                  "short sales against the box" for which both Regular and
                  Special Preclearance are required.


                                       8
<PAGE>


General

         a.       Apart from these specific rules, purchases and sales should be
                  arranged in such a way as to avoid any conflict with clients
                  in order to implement the intent of this Code. Any attempt by
                  an employee to do indirectly what this Code is meant to
                  prohibit will be deemed a direct violation of the Code. If
                  there is any doubt whether you may be in conflict with
                  clients, particularly with respect to securities with thin
                  markets, you should check before buying or selling with the
                  Ethics Committee or its designee.

         b.       Hardship exceptions may be granted, in the sole discretion of
                  the Ethics Committee or its designee, with respect to certain
                  provisions of this Code in rare instances where unique
                  circumstances exist.

         c.       The Ethics Committee or its designee, on behalf of the Firm,
                  will report annually to each Scudder Kemper Fund's board of
                  directors concerning existing procedures and any material
                  changes to those procedures as well as any instances requiring
                  significant remedial action during the past year which relate
                  to that Fund.

         d.       Access Persons are permitted to maintain Margin Accounts.
                  Nonetheless, sales by Access Persons pursuant to margin calls
                  must be precleared in accordance with standard preclearance
                  procedures.

Excessive Trading

The firm believes that it is appropriate for its members to participate in the
public securities markets as part of their overall personal investment programs.
As in other areas, however, this should be done in a way that creates no
potential conflicts with the interests of our clients or our firm. Further, it
is important that members recognize that otherwise appropriate trading, if
excessive (measured in terms of frequency, complexity of trading programs or
numbers of trades), or if conducted during work-time or using firm resources,
can give rise to conflicts of a different category such as by distracting time,
focus, and energy from our efforts on behalf of our clients or by exceeding a
reasonable standard of firm accommodation of members' basic personal needs.
Accordingly, personal trading rising to such dimension as to create this
possibility is not consistent with the Code of Ethics, should be avoided, and
will not be approved. This provision is consistent with Group policies and by
Zurich Basics, which sets out the Group's core values and basic principles.

Disgorgement; Other Penalties

Any profits realized from a transaction that was not precleared or from a
transaction that otherwise violates a provision of this Code will be disgorged
to an appropriate charity. The Ethics Committee, in its discretion, may waive
disgorgement in exceptional circumstances. The Ethics Committee also reserves
the right to impose other penalties for violations of the Code, including
requiring reversal of a trade, fines, suspension of trading privileges and,
under the most serious of violations, termination of employment.




                                       9
<PAGE>

Part 3: Insider Trading

I.  Introduction

Employees may not transact in a security while in possession of material,
nonpublic information relating to the issuer of the security. This prohibition
applies to trading on behalf of client accounts and personal accounts. In
addition, employees may not convey material, nonpublic information about public
traded issuers to others outside the company.

SP&P 16 -11B sets forth the company policy on Insider Trading, and is
incorporated into the Code of Ethics by reference.

II.  General guidelines

Employees may not transact in a security, on behalf of a client account or a
personal account, while in possession of material, nonpublic information
concerning the issuer of the security.

         a.       Employees who receive information which they believe may be
                  material and nonpublic are required to contact the Legal
                  Department immediately. In such circumstances, employees
                  should not share the information with other employees,
                  including supervisors. Employees may not share material,
                  nonpublic information with others outside the firm.

         b.       Employees may not purchase or sell securities on the
                  Restricted List absent a special exception from the Legal
                  Department. Employees may not disclose the identities of
                  issuers on the Restricted List to others outside the firm.

         c.       Employees may not solicit material, nonpublic information from
                  officers, directors or employees of public issuers.

         d.       Employees may not knowingly transact in securities prior to
                  trades made on behalf of clients, or prior to the publication
                  of research relating to the security.

         e.       Employees may not cause nonpublic information about a security
                  to be passed across a firewall.

III.  Definitions

Material information is information that a reasonable investor would find
relevant to making an investment decision. Any information which if announced to
the public, would likely cause a change in the price of a security, is likely to
be material.

The following types of information are likely to be material: earnings, mergers
and acquisitions, dividends and special dividends, product developments,
licenses, changes in management, major litigation or regulatory action, and/or
actions by prominent investors.

Nonpublic information is information that has not been disclosed to the public.
Information available in newspapers, magazines, radio, television, and/or news
services is generally public information.



                                       10
<PAGE>

Restricted List is a document disseminated by the Legal Department setting forth
securities which employees may not buy and/or sell for personal and client
accounts.

A firewall is a procedure designed to prevent the misuse of material, nonpublic
information received by the firm in the course of its business. Employees with
questions concerning firewall procedures and their applicability should contact
the Legal Department for further guidance. SP&P 16 -11C sets forth the company
policy on Firewall Procedures, and is incorporated into the Code of Ethics by
reference.


Part 4: Confidentiality

Our obligation as fiduciaries to act at all times in our clients' best interests
requires that we share information concerning our clients -- including
particularly information concerning their identities, holdings and account
transactions -- with those outside the Firm only on a "need to know" basis.
Accordingly, no member of the organization may discuss with, or otherwise inform
others of, the identity of any client, or any actual or contemplated transaction
for the account of a client, except in the performance of employment duties or
in an official capacity and then only for the benefit of the client, and in no
event for a direct or indirect personal benefit.


Part 5: Proprietary Rights of the Firm

When a member of the organization leaves the firm, for whatever reason, certain
business principles and procedures should be observed. Some are obvious and
inherent in the basic ethical relationship between any person and his or her
firm. In our case, there are many additional constraints as a result of our
being a confidential fiduciary in a field involving special ethical, regulatory
and professional considerations.

By way of background, the firm does not wish to deter any individuals from
furthering their careers, if they think their situation can be improved with
another firm. But if any member of the organization does move on to another
firm, he or she does so subject to those constraints.

The collective efforts of everyone at Scudder Kemper have contributed over a
period of years to what our firm is today. This includes our recognized
reputation as professional investors with a high sense of personal integrity and
ethics. Many persons have contributed to the investment product we offer and
have participated in the development of our roster of existing and prospective
clients. The central principle is that the client has retained the firm, not any
individual. Members of the firm should also understand that our clients and our
employees are central to the value of the firm. Accordingly, for at least six
quarters after the departure (unless a longer period has been agreed to),
departing members of the firm may not solicit clients to retain, or other firm
employees to join, another investment management firm.

Any member of the organization must recognize that these elements of our
business are the property of the firm and its clients. In addition, the firm has
certain obligations not to disclose the confidential and proprietary information
of third party suppliers. None of such materials



                                       11
<PAGE>

or information may be removed from the firm or used in any way outside of
Scudder Kemper either during or after association with the firm.

In brief, the actions of anyone in the organization or of any departing member
of the organization are expected to be consistent with the spirit and intent of
this memorandum which reasserts the fact that no one of us can take away, use or
otherwise make available to a third party what belongs to the firm or its
supplier.

For example, the following items are representative of the property of the firm
or its suppliers and are not to be removed whether they are original documents,
copies, tapes or reproductions of any kind:

         o        Names, addresses, telephone numbers and other client contact
                  and correspondence procedures.

         o        Records and files of our clients' accounts including the
                  computer database.

         o        Account operational procedures and instructions.

         o        Asset listings for clients and prospects including cost
                  prices, dates of acquisition and the like.

         o        All firm research memoranda, procedures and files, including
                  drafts thereof, as well as procedures, notes or tapes of
                  research interviews, discussions, annual reports and company
                  releases, brokers' reports, outside consultants' reports and
                  any other material pertaining to investments.

         o        All operating memoranda such as Standard Policy and Procedures
                  memoranda, operations manuals, procedures and memoranda, and
                  compliance checklists, manuals, procedures and memoranda.

         o        All computer software programs, databases and related
                  documentation pertaining to account or research operations,
                  procedures or controls including access to and use of such
                  programs.

         o        Presentation materials (including drafts, memoranda and other
                  materials related thereto) prepared for marketing purposes or
                  client meetings, including computer software programs and
                  documentation of third party suppliers.

         o        All information pertaining to investment counsel and fund
                  prospects including lists and contact logs.

         o        Account performance data for all accounts which have been or
                  are under the supervision of the firm.

         o        Internal analyses, management information reports and
                  worksheets such as marketing and business plans, profit margin
                  studies, and compensation reviews.



                                       12
<PAGE>

These examples are only illustrative and not intended as all inclusive. In
addition, you are reminded of our long and strong tradition of confidentiality
with respect to client affairs and the confidential information of third party
suppliers and the representations we make to our clients and our suppliers in
this regard.

In order to maintain the professional nature of the firm, we have an obligation
to protect vigorously the rights of our clients and the firm. The firm may
enforce these rights pursuant to appropriate judicial proceedings.
Alternatively, the firm, in its discretion, may initiate proceedings before the
American Arbitration Association in order to resolve any controversy or claim it
may have arising out of or relating to this policy, or breach of it, and
judgment on an award rendered by the arbitrator may be entered in any court
having jurisdiction.


Part 6: Gifts and Entertainment

I.  Overview

It is appropriate for employees to maintain friendly but professional
relationships with persons with whom Scudder Kemper conducts its business. These
business counterparts may include persons who are associated with Scudder
Kemper's vendors, contractors, providers of service, and members of the
investment community. It is appropriate for employees to give and/or receive
gifts, business meals and/or entertainment from such business counterparts,
provided that they are not excessive in value or frequency. The good judgment of
our employees and their supervisors is of paramount importance in ensuring
compliance with this provision.

SP&P 16-11A sets forth the company policy on Gifts and Entertainment, and is
incorporated into the Code of Ethics by reference.

II.  General Guidelines

         a.       Employees may not accept gifts that are excessive in value or
                  frequency.

         b.       The following types of transactions should be approved by a
                  supervisor using Form 6 (The Scudder Kemper Gift Form; See
                  Section III):

                  i.       Gifts valued in excess of $100;
                  ii.      Business meals valued in excess of $200; and
                  iii.     Entertainment valued in excess of $300.

         c.       Invitations which involve the payment of substantial expenses
                  generally should be avoided (See SP&P 16-2A). Under most
                  circumstances lodging and transportation charges should be
                  considered the obligation of Scudder Kemper.

         d.       The frequency of invitations should also be taken into
                  account, especially entertainment. Employees generally should
                  not accept more than three invitations a year from any single
                  individual, group or organization, subject to approval from a
                  supervisor.



                                       13
<PAGE>

         e.       When analysts and product leaders accept broker invitations to
                  research and investment meetings, an effort should be made to
                  use firms on our "Approved List" or those which are bona fide
                  candidates for the list. It is not good business practice to
                  accept assistance and invitations from firms with which we are
                  not likely to do business.

         f.       Employees may not accept gifts of cash. Employees may not
                  accept gifts of favorable rates on financial transactions such
                  as loans or brokerage commissions.

III.  Reporting and Supervision

As described above, gifts valued at over $100 and the other items outlined in
II(b) hereof, must be approved by a supervisor. The supervisor must have a
corporate title of Managing Director or Senior Vice President, and must be in
the same department as the employee receiving the gift. The Scudder Kemper Gift
Form (Form 6) must be completed within ten days of receipt of the gift.
Completed gift forms are sent to Carol Beckett, at 345 Park Avenue, NY, NY
10154. In addition, gifts subject to Form 6 must be reported on the Quarterly
Personal Transaction Report.


Part 7: Fiduciary and Corporate Activities

In many fiduciary and corporate activities, members of the organization are, or
will become, engaged in responsible duties involving the expenditure of time and
the application of information and experience which properly belong to the firm
or are derived from the Scudder Kemper relationship. With certain exceptions
referred to below, any compensation or profits from these activities are,
accordingly, considered to be Scudder Kemper's income.

The Ethics Committee must give written approval to all existing or prospective
relationships and activities as described below, and no new relationship should
be initiated without written authorization on Form 7: Request For Approval of
Fiduciary, Corporate or Other Outside Activity. In those instances when approval
of a prospective fiduciary relationship, e.g., executor or trustee, has been
given and the individual subsequently is in a position to qualify and act in the
fiduciary capacity, that person is required to reapply for approval if the
character of the activity changes. The same procedures should be followed as
those for the approval of any fiduciary activity except that reference should be
made to the earlier obtained approval under "Salient Facts" on the approval
form.

Executorships

The duties of an executor are often arduous, time consuming and, to a
considerable extent, foreign to our business. As a general rule, Scudder Kemper
wishes to discourage acceptance of executorships by members of the organization.
However, business considerations or family relationships may make it desirable
to accept executorships under certain wills. In these instances follow the
procedures set forth in SP&P #16-15, Acting As Executor Under A Client's Will.
In all cases, it is necessary for the individual to have the written
authorization of the firm to act as an executor.



                                       14
<PAGE>

When members of the organization accept executorships under clients' wills, the
organization has consistently held to the belief that these individuals are
acting for Scudder Kemper and that fees received for executors' services
rendered while associated with the firm are exclusively Scudder Kemper income.
In such instances, the firm will indemnify the individual, and the individual
will be required at the time of qualifying as executor to make a written
assignment to the firm of any executor's fees due under such executorship.
Copies of this assignment and Scudder Kemper's authorization to act as executor
are to be filed in the client's file.

Generally speaking, it is not desirable for members of the organization to
accept executorships under the wills of non-clients. Normally, however,
authorization will be given in the case of executorships for members of an
individual's immediate family assuming that arrangements for the anticipated
work load can be made without undue interference with the individual's
responsibilities to Scudder Kemper. (For example, this may require the
employment of an agent to handle the large amount of detail which is usually
involved.) In such a case, the firm would expect the individual to retain the
commission. There may be other exceptions which will be determined by the facts
of each case. All such existing or prospective relationships should be reported
in writing.

Trusteeships

It is often desirable for members of the organization to act individually as
trustees for clients' trusts. Such relationships are not inconsistent with the
nature of our business. As a general rule, Scudder Kemper does not accept
trustee's commissions where it acts as investment counsel. As in the case of
executorships, all trusteeships must have the written approval of the firm.

It is our standard practice to indemnify those individuals who act as trustees
for clients' trusts at the request of the firm. In this connection, the
individual member of the organization acting as a trustee will be asked to agree
not to claim or accept trustee's commissions for acting. This applies to trusts
which employ Scudder Kemper as investment counsel or those which are invested in
one or more of the Funds administered by Scudder Kemper.

It is recognized that individuals may be asked to serve as trustees of trusts
which do not employ Scudder Kemper. As in the case of executorships, the firm
will normally authorize individuals to act as trustees for trusts of their
immediate family. Other non-client trusteeships can conflict with our clients'
interests so that acceptance of such trusteeships will be authorized only in
unusual circumstances.

Custodianships for Minors

It is expected that most custodianships will be for minors of an individual's
immediate family. These will be considered as automatically authorized and do
not require written approval of the firm. However, the written approval of
Scudder Kemper is required for all other custodianships for minors.



                                       15
<PAGE>


Directorships and Consultant Positions in Business Corporations

Occasionally, members of the organization are asked to serve as directors or
consultants in business organizations. As a general policy, Scudder Kemper
considers it inadvisable for such individuals to serve in these capacities. No
such position may be accepted without the written authorization of the Ethics
Committee or its designee. In the exceptional instances where such authorization
is granted, the fees or other income resulting from such a relationship are to
be turned over to Scudder Kemper (unless the firm decides otherwise) to
compensate it for the resources made available. Scudder Kemper reserves the
right to require that any member of the organization relinquish any outside
business connection when it believes that such connection is unduly time
consuming or conflicts with the interests of the firm or its clients.

Public and Charitable Positions

Scudder Kemper has consistently encouraged members of the organization to take
part in community activities and to take an active role in public and charitable
organizations. The firm expects that when accepting such duties, members of the
organization will consider possible conflicts of interest with our business as
well as the demands that such positions make upon their time. Several examples
of possible conflicts might be helpful.

When agreeing to serve in a public or charitable position, a member of the
organization should clarify in advance in writing that he or she will not
provide free continuous investment advice and management. This should be made
particularly clear where Investment Committee responsibilities are considered.
Serving without compensation on the Investment Committee of a charity which
might appropriately employ Scudder Kemper would ordinarily not be in our best
interest and prior written approval is required.

Another example of a possible conflict which should be avoided arises when a
charity is involved in fund raising. Our work gives us access to detailed
knowledge of each client's capacity to contribute and is compounded by the close
relationship which should exist between consultant and client. For any member of
the organization in the course of a charitable solicitation to take advantage of
this confidential relationship -- or even to seem to do so -- would be
unprofessional. Even under the best circumstances, the solicitation of a client
by a member of the organization is awkward and discouraged.

Members of the organization should also make it clear in writing to the public
or charitable organization that they will not participate in any search or
selection process for a future investment adviser. It is expected that the
participation of a member of the Scudder Kemper organization in a charitable
organization will not preclude the firm from being a candidate for employment as
investment counsel to that organization.

Outside Activities

The foregoing does not cover all situations in which a member of the
organization may be in a position to realize financial gain which should be
treated as belonging to Scudder Kemper. It is expected that opportunities for
substantial compensation or profit from sources outside of the firm may, for
example, be offered to a member of the organization by reason of his association
with the firm or because of his investment and financial skill or experience.


                                       16
<PAGE>

Scudder Kemper reserves the right to decide if such compensation or profit
should be accepted and, if accepted, whether or not it should be turned over to
Scudder Kemper. All such cases must be reported promptly in writing for Ethics
Committee review and before they are operative.

New Employees

It is desirable that any fiduciary or corporate activities of a prospective
employee be reviewed by Scudder Kemper prior to the conclusion of arrangements
for employment. However, if such activities have not been reported prior to
employment, they should be reported in writing as promptly as possible
thereafter. It is recognized that there may be justification for treating such
activities which ante-date the individual's association with the firm on a
different basis than might otherwise apply. However, Scudder Kemper reserves the
right to make what it considers an appropriate determination in each case. It
also reserves the right to require that any employee give up any fiduciary or
corporate activity which it finds in conflict with the best interests of the
firm or any of its clients.

Written Approval

Where written approval is required, Form 7 should be filed with the Ethics
Committee. A separate form should be filed for each trust, executorship and the
like. Note that once an activity has been approved, no additional requests for
approval need be filed unless the character of the activity changes, e.g., if a
member of the organization has obtained approval to be named as a prospective
executor or trustee, that individual should submit a new request to qualify and
serve in this capacity by resubmitting a new Form 7 for review.


Part 8: External Communications

In our sales, marketing, client reporting and corporate communications
activities, the Firm's products, services, capabilities, and past and potential
accomplishments must be presented fairly, accurately and clearly. All marketing
materials must be reviewed by the Global Compliance Group in accordance with
SP&P #12-7. All press interviews must be cleared in advance by Public Relations.
Reports to clients, including client account valuation and performance data,
must be fair.


Part 9: Reporting Apparent Violations

Scudder Kemper believes that maintaining a strong compliance culture is in the
best interest of the firm and its clients, in that it helps both to maintain
client and employee confidence, and to avoid the costs (both reputational and
monetary) associated with compliance violations. While reducing compliance
violations to a minimum is our goal, realistically speaking, violations may
occur from time to time in an organization as large as ours. When violations
occur, it is important that they be dealt with immediately by the appropriate
members of the organization. We encourage all Scudder Kemper employees to report
apparent compliance violations to the Legal Department. Violations that go
unreported have the potential to cause far more damage than violations that are
taken care of immediately upon discovery.



                                       17
<PAGE>

It is extremely important that apparent compliance violations be reported
through the appropriate channels. The Legal Department should be contacted in
all cases except cases involving potential violations of Human Resources
policies, which should be reported directly to Human Resources. While resolving
apparent compliance violations should virtually always involve the management of
the business unit involved, it is not necessarily appropriate (nor is it
required) that an employee report apparent violations to his or her manager, as
well as to the Legal Department.

Reports of apparent compliance violations will be treated confidentially to the
fullest extent possible. In no event will the firm tolerate retaliation against
persons who report apparent compliance violations. We realize that employees may
lack the training to distinguish actual from apparent compliance violations, and
accordingly, the fact that a reported incident proves, after investigation, not
to have involved a compliance violation will not result in any sanction against
the reporter, provided that the report was made in good faith.


Part 10: Condition of Employment or Service

Compliance with the Code of Ethics is a condition of employment or continued
affiliation with Scudder Kemper and the Scudder Kemper Funds, and conduct not in
accordance shall constitute grounds for actions including termination of
employment or removal from office.

Employees must certify annually that they have read and agree to comply in all
respects with this Code of Ethics and that they have disclosed or reported all
personal transactions it requires to be disclosed or reported. (See Form 4:
Annual Acknowledgement of Obligations Under Code of Ethics). In addition, each
year every member of the organization is required to file with the Legal
Department a complete list of all fiduciary, corporate, and other relationships
of the nature described in Part 7 above. The report is titled Form 8: Annual
Review of Personal Activities and is attached to this memorandum.



                                       18


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission