SCUDDER MUTUAL FUNDS INC
485BPOS, 2000-07-14
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        Filed electronically with the Securities and Exchange Commission
                                on July 14, 2000

                                                               File No. 33-22059
                                                               File No. 811-5565

                       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. 18
                                                      ---                /  X  /
                                     And/or
                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940                  /     /

         Amendment No. 20
                       ---                                               /  X  /


                           Scudder Mutual Funds, 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) 295-2572
                                                                --------------

                                  John Millette
                        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 (check appropriate box):

/    / Immediately upon filing pursuant to paragraph (b)
/    / 60 days after filing pursuant to paragraph (a) (1)
/    / 75 days after filing pursuant to paragraph (a) (2)
/  X / On July 14, 2000 pursuant to paragraph (b)
/    / On __________________  pursuant to paragraph (a) (1)
/    / On __________________ pursuant to paragraph (a) (2) of Rule 485.

       If Appropriate, check the following box:
/    / This post-effective amendment designates a new effective date for a
       previously filed post-effective amendment.

<PAGE>

Part A of this Post-Effective Amendment No.18 to the Registration Statement is
incorporated by reference in its entirety to Scudder Gold Fund's Post-Effective
Amendment No. 16 on Form N-1A filed on February 29, 2000.

<PAGE>

                                                                 SCUDDER
                                                                 INVESTMENTS(SM)
                                                                 [LOGO]

Scudder Gold Fund

Supplement to Prospectus Dated March 1, 2000

On or about October 2, 2000, Scudder Gold Fund will offer two classes of shares
to provide investors with different purchase options. The two classes are Class
S and Class AARP. Each class has its own important features and policies. In
addition, as of October 2, 2000, all existing shares of the fund will be
redesignated as Class S shares of the fund. Shares of Class AARP will be
especially designed for members of AARP.

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

PART I -- General Information about the Fund

On July 13, 2000, shareholders of the fund elected the following people to the
fund's Board: Henry P. Becton, Jr., Linda C. Coughlin, Dawn-Marie Driscoll,
Edgar R. Fiedler, Keith R. Fox, Joan E. Spero, Jean Gleason Stromberg, Jean C.
Tempel and Steven Zaleznick.

The Fund's Track Record

The fund's Class S shares' year-to-date total return as of June 30, 2000 was
-9.70%.

<PAGE>

How Much Investors Pay

This fund has no sales charge or other shareholder fees. The fund does have
annual operating expenses, and as a shareholder of either Class AARP or Class S
shares you pay them indirectly.

--------------------------------------------------------------------------------
Fee Table
--------------------------------------------------------------------------------
Shareholder Fees (paid directly from your investment)                    None
--------------------------------------------------------------------------------

Annual Operating Expenses (deducted from fund assets)
--------------------------------------------------------------------------------
Management Fee                                                          1.00%
--------------------------------------------------------------------------------
Distribution (12b-1) Fee                                                 None
--------------------------------------------------------------------------------
Other Expenses*                                                         0.66%
                                                                     -----------
--------------------------------------------------------------------------------
Total Annual Operating Expenses                                         1.66%
--------------------------------------------------------------------------------

* Includes a fixed rate administrative fee of 0.65%.

The fees and expenses for Class S of the fund are being restated to reflect the
implementation of a new fixed rate administrative fee. The administrative fee
will become effective on or about October 2, 2000.


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

Based on the costs above, this example is designed to help you compare this
fund's expenses to those of other mutual funds. The example assumes the expenses
above 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
--------------------------------------------------------------------------------
       $169               $523              $902                $1,965
--------------------------------------------------------------------------------


                                       2
<PAGE>

Financial Highlights
<TABLE>
<CAPTION>

Scudder Gold Fund -- Class S
---------------------------------------------------------------------------------------
                          2000(b)  1999(c) 1998(d)   1998(e)  1997(e)  1996(e) 1995(e)
---------------------------------------------------------------------------------------
<S>                      <C>        <C>    <C>     <C>     <C>       <C>      <C>
Net asset value,
beginning of period     $ 6.73   $ 6.37  $ 6.65    $10.49   $15.34   $12.86  $12.64
---------------------------------------------------------------------------------------
Income (loss) from investment operations:
  Net investment
  income (loss) (a)        .00      .00     .00       .00     (.08)    (.09)   (.08)
---------------------------------------------------------------------------------------
  Net realized and
  unrealized gain
  (loss) on
  investment
  transactions           (1.11)     .36    (.28)    (3.70)   (2.12)    4.28    1.02
                       -------------------------------------------------------------
---------------------------------------------------------------------------------------
  Total from
  investment
  operations             (1.11)     .36    (.28)    (3.70)   (2.20)    4.19     .94
---------------------------------------------------------------------------------------
Less distributions from:
  In excess of net
  investment income       (.09)      --      --      (.14)   (2.39)   (1.08)   (.25)
---------------------------------------------------------------------------------------
  Net realized
  gains on
  investment
  transactions              --       --      --        --     (.26)    (.63)   (.47)
                       -------------------------------------------------------------
---------------------------------------------------------------------------------------
  Total
  distributions           (.09)      --      --      (.14)   (2.65)   (1.71)   (.72)
---------------------------------------------------------------------------------------
Net asset value,
end of period           $ 5.53   $ 6.73  $ 6.37    $ 6.65   $10.49   $15.34  $12.86
                       -------------------------------------------------------------
---------------------------------------------------------------------------------------
Total Return (%)        (16.77)**  5.65   (4.21)** (35.45)  (17.72)   36.91    7.50
---------------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
---------------------------------------------------------------------------------------
Net assets, end of
period ($ millions)         89      116     130       132      164      173     126
---------------------------------------------------------------------------------------
Ratio of expenses
before expense
reductions (%)            1.94(f)* 2.01    2.13*     1.82     1.60     1.50    1.65
---------------------------------------------------------------------------------------
Ratio of expenses
after expense
reductions (%)            1.92(f)* 2.01    2.13*     1.82     1.60     1.50    1.65
---------------------------------------------------------------------------------------
Ratio of net
investment income
(loss) (%)                 .12*     .05    (.08)*     .04     (.62)    (.61)   (.69)
---------------------------------------------------------------------------------------
Portfolio turnover
rate (%)                    24*      91     154*       68       39       30      42
---------------------------------------------------------------------------------------
</TABLE>


(a)  Based on monthly average shares outstanding during the period.

(b)  For the six months ended April 30, 2000 (Unaudited).

(c)  Year ended October 31, 1999.

(d)  Four months ended October 31, 1998. On September 15, 1998 the Board of
     Directors of the Fund changed the fiscal year end from June 30 to October
     31.

(e)  Years ended June 30.

(f)  The ratios of operating expenses excluding costs incurred in connection
     with the reorganization before and after expense reductions were 1.84% and
     1.83%, respectively.

*    Annualized

**   Not annualized

                                       3
<PAGE>

How The Fund Calculates Share Price

For each share class of the fund, the share price is the net asset value per
share, or NAV. To calculate NAV, each share class of the fund uses the following
equation:

                   TOTAL ASSETS - TOTAL LIABILITIES
                --------------------------------------     = NAV
                  TOTAL NUMBER OF SHARES OUTSTANDING

Other Rights We Reserve

You should be aware that we may, for Class AARP and Class S shareholders, close
your account and send you the proceeds if your balance falls below $1,000; for
Class S shareholders, charge you $10 a year if your account balance falls below
$2,500; in either case, we will give you 60 days' notice so you can either
increase your balance or close your account (these policies don't apply to
retirement accounts, to investors with $100,000 or more in Scudder fund shares
or in any case where a fall in share price created the low balance).

PART II -- Specific Information about Class AARP

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

Class AARP

Class AARP of Scudder Gold Fund will be offered beginning on or about October 2,
2000. In addition, Class AARP of each other fund in the Scudder Family of Funds
is expected to be available no later than October 2, 2000. Scudder Kemper has
agreed to pay a fee to AARP and/or its affiliates in return for advice and other
services relating to investments by AARP members in AARP Class shares of each
fund. This fee is calculated on a daily basis as a percentage of the combined
net assets of the AARP Classes of all funds managed by Scudder Kemper. The fee
rates, which decrease as the aggregate net assets of the AARP Classes become
larger, are as follows: 0.07% for the first $6 billion in net assets, 0.06% for
the next $10 billion and 0.05% thereafter.

Past Performance

As Class AARP does not have a full calendar year of performance, no past
performance information is provided. However, the bar chart and table in the
fund's prospectus show how the total returns for the fund's Class S have varied
from year to year, and over time. Shares of the fund's Class AARP would have
substantially similar returns to Class S 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 have different expenses.


                                       4
<PAGE>


How to Buy, Sell or Exchange Class AARP Shares

Buying Shares Use these instructions to invest directly. Make out your check to
"The AARP Investment Program."

--------------------------------------------------------------------------------
Class AARP         First Investment                Additional Investments
--------------------------------------------------------------------------------
                   $1,000 or more for regular      $50 or more if you use an
                   accounts                        Automatic Investment Plan
                   $500 or more for IRAs
--------------------------------------------------------------------------------
By mail            o For enrollment forms, call    Send a personalized
                     1-800-253-2277                investment slip or short
                   o Fill out and sign an          note that includes:
                     enrollment form               o fund name
                   o Send it to us at the          o account number
                     appropriate address, along    o check payable to "The AARP
                     with an investment check        Investment Program"
--------------------------------------------------------------------------------
By wire            o Call 1-800-253-2277 for       o Call 1-800-253-2277 for
                     instructions                    instructions
--------------------------------------------------------------------------------
By phone             --                            o Call 1-800-253-2277 for
                                                     instructions
--------------------------------------------------------------------------------
With an automatic  o Fill in the information       o To set up regular
investment plan      required on your enrollment     investments from a bank
                     form and include a voided       checking account, call
                     check                           1-800-253-2277
--------------------------------------------------------------------------------
Payroll Deduction o Select either of these         o Once you specify a dollar
or Direct           options on your enrollment       amount (minimum $50),
Deposit              form and submit it. You will    investments are automatic.
                     receive further instructions
                     by mail.
--------------------------------------------------------------------------------
Using QuickBuy       --                            o Call 1-800-253-2277
On the Internet    o Go to "Services and Forms --  o Call 1-800-253-2277 to
                     How to Open an Account" at      ensure you have electronic
                     aarp.scudder.com                services
                   o Print out a prospectus and    o Register at
                     an enrollment form              aarp.scudder.com
                   o Complete and return the       o Follow the instructions
                     enrollment form with your       for buying shares with
                     check                           money from your bank
                                                     account
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
[ICON]   Regular mail: The AARP Investment Program, PO Box 2540, Boston, MA
         02208-2540

         Express, registered or certified mail:
         The AARP Investment Program, 66 Brooks Drive, Braintree, MA
         02184-3839

         Fax number:1-800-821-6234 (for exchanging and selling only)
--------------------------------------------------------------------------------

                                       5
<PAGE>

Exchanging or Selling Shares Use these instructions to exchange or sell shares
in an account opened directly with Scudder.

--------------------------------------------------------------------------------
Class AARP         Exchanging into another fund    Selling shares
--------------------------------------------------------------------------------
                   $1,000 or more to open a new    Some transactions, including
                   account ($500 for IRAs)         most for over $100,000, can
                                                   only be ordered in writing;
                                                   if you're in doubt, see page
                                                   16 of the prospectus
--------------------------------------------------------------------------------
By phone           o Call 1-800-253-2277 for       o Call 1-800-253-2277 for
                     instructions                    instructions
--------------------------------------------------------------------------------
Using Easy-Access  o Call 1-800- 631-4636 and      o Call 1-800-631-4636 and
Line                 follow the instructions         follow the instructions
--------------------------------------------------------------------------------
By mail or fax     Your instructions should        Your instructions should
(see previous      include:                        include:
page)              o your account number           o your account number
                   o names of the funds, class     o name of the fund, class
                     and number of shares or         and number of shares or
                     dollar amount you want to       dollar amount you want to
                     exchange                        redeem
--------------------------------------------------------------------------------
With an automatic    --                            o To set up regular cash
withdrawal plan                                      payments from an account,
                                                     call 1-800-253-2277
--------------------------------------------------------------------------------
Using QuickSell      --                            o Call 1-800-253-2277
--------------------------------------------------------------------------------
On the Internet    o Register at aarp.scudder.com   --
                   o Follow the instructions for
                     making on-line exchanges
--------------------------------------------------------------------------------
Services For AARP Class Investors
--------------------------------------------------------------------------------
To reach us:       o Web site aarp.scudder.com
                   o Program representatives 1-800-253-2277, M-F, 8 a.m. - 8
                     p.m. EST
                   o Confidential fax line 1-800-821-6234, always open
                   o TDD line 1-800-634-9454, M-F, 9 a.m. - 5 p.m. EST
Services for       o AARP Lump Sum Service For planning and setting up a lump
participants:        sum distribution.
                   o AARP Legacy Service For organizing financial documents and
                     planning the orderly transfer of assets to heirs.
                   o AARP Goal Setting and Asset Allocation Service For
                     allocating assets and measuring investment progress.
                   o For more information, please call 1-800-253-2277.
--------------------------------------------------------------------------------
July 14, 2000

<PAGE>

Part B of this Post-Effective Amendment No.18 to the Registration Statement is
incorporated by reference in its entirety to Scudder Gold Fund's Post-Effective
Amendment No. 16 on Form N-1A filed on February 29, 2000, the Annual Report to
Shareholders dated October 31, 1999, filed on Form N-30D on December 30, 1999,
the supplement to the Statement of Additional Information filed on May 1, 2000,
and the Semi-Annual Report to Shareholders dated April 30, 2000, filed on Form
N-30D on June 23, 2000.


<PAGE>

                                SCUDDER GOLD FUND

                         SUPPLEMENT TO THE STATEMENT OF
                   ADDITIONAL INFORMATION DATED MARCH 1, 2000
                            AS REVISED APRIL 11, 2000

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


         On or about  October 2, 2000,  Scudder Gold Fund will offer two classes
of shares of provide investors with different purchase options.  The two classes
are Class S and  Class  AARP.  Each  class has its own  important  features  and
policies.  In addition,  as of the date noted above,  all existing shares of the
Fund will be  redesignated  as Class S shares of the Fund.  Shares of Class AARP
will be especially designed for members of AARP.


The  following   disclosure  replaces  the  disclosure   regarding   "Additional
Information About Opening an Account" on page 17:

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 members of 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 Class S and $1,000 for Class AARP 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.  Investors  interested  in  investing  in
Class S 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 Class S and $1,000 for Class  AARP),  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 name,  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 Class AARP should call 1-800-253-2277 for further instructions.

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


The following disclosure replaces the disclosure regarding "Minimum balances" on
page 18:

Minimum balances


         Shareholders  should maintain a share balance worth at least $2,500 for
Class S and $1,000 for Class AARP.  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 for Class S and $500 for Class AARP.
These amounts may be changed by the 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 Class AARP and
fiduciary/custodial accounts) is established. Scudder group retirement plans and
certain other accounts have similar or lower minimum share balance requirements.


<PAGE>

         The Fund  reserves  the right,  following  60 days'  written  notice to
applicable shareholders, to:


         o        for Class S 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; 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 18:

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 the 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,  the 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.

         The 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 Fund does not follow such procedures, they may be liable for losses due
to  unauthorized  or  fraudulent  telephone


                                       2
<PAGE>

instructions.  The  Fund  will  not  be  liable  for  acting  upon  instructions
communicated by telephone that it reasonably believes to be genuine.


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


The following  information replaces the disclosure on pages 19 and 20 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 the 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 Fund.

Share Certificates

         Due  to  the  desire  of  the  Fund's  management  to  afford  ease  of
redemption,  certificates will not be issued to indicate  ownership in the Fund.
Share  certificates now in a shareholder's  possession may be sent to the 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


         The 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 the Fund's behalf. Orders for purchase or redemption will be deemed to
have been received by the Fund when such brokers or their  authorized  designees
accept the orders. Subject to the terms of the contract between the 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 the 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 Board of Directors and
the  Distributor  may suspend or terminate the offering of shares of the 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 Fund  reserves  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.

                                       3
<PAGE>

         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
20:

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 Class S and
$1,000 for Class AARP. 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 for Class S.
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 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 Fund does not  follow  such
procedures,  it may be liable  for  losses  due to  unauthorized  or  fraudulent
telephone instructions. The Fund will not be liable for acting upon instructions
communicated  by telephone that it reasonably  believes to be genuine.  The Fund
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


                                       4
<PAGE>

more information,  please call 1-800-225-5163 (Class S) or  1-800-253-2277(Class
AARP).


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


The following disclosure replaces the disclosure regarding "Redemptions" on page
21:

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

                                       5
<PAGE>

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

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.

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



                                       6
<PAGE>

The following  disclosure replaces the disclosure regarding "Internet access" on
page 23 and applies to each class of the Fund except as noted:

Internet access


World Wide Web Site -- The address of the Scudder Funds site is www.scudder.com.
The  address for Class AARP  shares is  www.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  24  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 the 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 Class S and  1-800-253-2277 for Class AARP 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 the 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 the Fund pays its distribution.
A Direct  Distributions  request form can be obtained by calling  1-800-225-5163
for Class S and 1-800-253-2277 for Class AARP.  Confirmation  Statements will be
mailed to shareholders as notification that distributions have been deposited.




                                       7
<PAGE>

         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 28:

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


The  following   information  replaces  the  information   regarding  "Automatic
Investment Plan" on page 29:


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

         Shareholders may arrange to make periodic  investments in Class AARP of
the Fund  through  automatic  deductions  from  checking  accounts.  The minimum
pre-authorized  investment  amount is $50. 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  the  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  Class  AARP 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.


                                       8
<PAGE>

The  following   information   replaces  the  information   under   "Performance
Information" on page 30:

           Average Annual Total Return for periods ended April 30, 2000*+

              One Year           Five Years           Ten Years
               -19.98%             -8.29%              -2.09%


*        If the  Adviser  had not  absorbed a portion of Fund  expenses  and had
         imposed a full  management fee, the average annual total return for the
         life of the Fund would have been lower.

+        On September  15,  1998,  Scudder Gold Fund changed its fiscal year end
         from June 30 to October 31.

          Cumulative Total Return for periods ended April 30, 2000*+

           One Year           Five Years            Ten Years

            -19.98%            -35.12%               -19.02%

*        If the  Adviser  had not  absorbed a portion of Fund  expenses  and had
         imposed a full management fee, the cumulative total return for the life
         of the Fund would have been lower.

+        On September  15,  1998,  Scudder Gold Fund changed its fiscal year end
         from June 30 to October 31.



The following  information  supplements the first paragraph of  "Organization of
the Fund" on page 32:


         The Fund is further divided into two classes of shares,  Class AARP and
Class S shares.



The  following   information   replaces  the  information   regarding  "Personal
Investments by Employees of the Adviser" on page 34:

Code of Ethics

         The Fund, 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 Fund 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 Fund,  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  Fund.  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 paragraph of "Fund Organization" on
page 32:


                                       9
<PAGE>

         The Corporation is a Maryland corporation  organized in March 1988. The
Corporation  currently offers shares of common stock of one series, which series
represents   interests  in  the  Fund.  The  authorized  capital  stock  of  the
Corporation  consists  of 3 billion  shares of a par  value of $0.01  each,  200
million of which are allocated to the Fund. The Fund is further divided into two
classes of shares,  Class AARP and Class S. Each share of each class of the Fund
has equal rights as to each other share of that class as to voting,  redemption,
dividends  and  liquidation.  Shareholders  have one vote for each  share  held,
however,  separate votes are taken on matters affecting an individual class. All
shares issued and  outstanding are fully paid and  nonassessable,  transferable,
and redeemable at net asset value at the option of the shareholder.  Shares have
no preemptive or conversion  rights.  The Directors  have the authority to issue
additional series of shares and to designate the relative rights and preferences
as between the different series.

         The  Directors,  in their  discretion,  may  authorize  the division of
shares of different series of the Fund into different  classes and may authorize
shares of different  classes to be  distributed by different  methods.  Although
shareholders of different classes of a series would have an interest in the same
portfolio  of assets,  shareholders  of  different  classes  may bear  different
expenses in connection with different methods of distribution.

The following  information  replaces the  information  regarding  "Directors and
Officers" on page 34:


              DIRECTORS AND OFFICERS OF SCUDDER MUTUAL FUNDS, 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 (consulting firm)


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

                                       10
<PAGE>

                                                                                                  Position with
                                                                                                  Underwriter,
                                                                                                  Scudder Investor
Name, Age, and Address            Position with Fund      Principal Occupation**                  Services, Inc.
----------------------            ------------------      ----------------------                  --------------
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 Director, First Light Capital          --
One Boston Place
23rd Floor
Boston, MA 02108


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.

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.  Coughlin  and Mr.  Zaleznick  are  considered  by the Fund 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. The newly-constituted  Board may
determine to change its compensation structure.

                                       11
<PAGE>

         As of June 15, 2000, all Directors and Officers of the Corporation,  as
a group,  owned  beneficially  (as that term is defined in Section 13 (d) of The
Securities and Exchange Act of 1934) less than 1% of the outstanding shares.

         As of June 15, 2000,  2,927,545  shares in the aggregate,  or 18.41% of
the  outstanding  shares of  Scudder  Gold Fund were held in the name of Charles
Schwab, 101 Montgomery  Street, San Francisco,  CA 94101 who may be deemed to be
beneficial owner of such shares.

         To the  knowledge of the  Corporation,  as of June 15, 2000,  no person
owned beneficially more than 5% of the outstanding shares of the fund, except as
stated above.

The following information regarding "Other Information" is added on page 44:

The CUSIP number of Scudder Gold Fund Class AARP is 810904-201.


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

Administrative Fee


         The Fund has entered into an  administrative  services  agreement  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 the Fund  (other  than those  provided by
Scudder  Kemper under its  investment  management  agreement  with the Fund,  as
described  above) in exchange  for the payment by the Fund of an  administrative
services  fee (the  "Administrative  Fee") of  0.650% of its  average  daily net
assets.  One effect of these  arrangements  is to make the Fund's future expense
ratio more predictable. The Administrative Fee will become effective on or about
October 2, 2000.

         Various third-party service providers (the "Service  Providers"),  some
of which are affiliated  with Scudder Kemper,  provide  certain  services to the
Fund  pursuant to separate  agreements  with the Fund.  Scudder Fund  Accounting
Corporation,  a subsidiary of Scudder  Kemper,  computes net asset value for the
Fund 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 Fund.  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 Fund, pursuant to
a  custodian   agreement.   PricewaterhouseCoopers   LLP  audits  the  financial
statements  of the Fund and  provides  other audit,  tax, and related  services.
Dechert Price & Rhoads acts as general  counsel for the Fund. In addition to the
fees they pay under the investment  management  agreements  with Scudder Kemper,
the Fund pays the fees and expenses associated with these service  arrangements,
as well as the  Fund's  insurance,  registration,  printing,  postage  and other
costs.

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

         The  Administration  Agreement  has an  initial  term of  three  years,
subject to earlier  termination by the Fund's Board. The fee payable by the 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 Fund 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,


                                       12
<PAGE>

the Fund will  continue to pay the fees  required by its  investment  management
agreement with Scudder Kemper.



July 14, 2000









                                       13
<PAGE>

                           SCUDDER MUTUAL FUNDS, INC.

                            PART C. OTHER INFORMATION

<TABLE>
<CAPTION>
   Item 23.      Exhibits.
   --------      ---------

<S>                 <C>                     <C>
     (a)            (1)                     Articles of Incorporation dated March 17, 1988.
                                            (Incorporated by reference to Exhibit 1(a) to Post-Effective Amendment No.
                                            10 to the Registration Statement.)

                    (2)                     Articles of Amendment dated April 29, 1988.
                                            (Incorporated by reference to Exhibit (a)(2) to Post-Effective Amendment No.
                                            13 to the Registration Statement.)

                    (3)                     Articles of Amendment dated October 12, 1990.
                                            (Incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No.
                                            10 to the Registration Statement.)

                    (4)                     Articles of Amendment and Restatement dated September 4, 1996.
                                            (Incorporated by reference to Exhibit (a)(4) to Post-Effective Amendment No.
                                            13 to the Registration Statement.)

                    (5)                     Articles of Amendment dated December 23, 1997.
                                            (Incorporated by reference to Exhibit (a)(5) to Post-Effective Amendment No.
                                            13 to the Registration Statement.)

                    (6)                     Articles Supplementary, dated March 31, 2000, are incorporated by reference
                                            to Post-Effective Amendment No. 17 to the Registration Statement.

     (b)            (1)                     By-Laws dated March 18, 1988.
                                            (Incorporated by reference to Exhibit No. 2(a) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                    (2)                     By-Laws as adopted March 18, 1988 and amended September 16, 1988.
                                            (Incorporated by reference to Exhibit (b)(2) to Post-Effective Amendment No.
                                            13 to the Registration Statement.)

                    (3)                     Amendment to the By-Laws dated September 20, 1991.
                                            (Incorporated by reference to Exhibit (b)(3) to Post-Effective Amendment No.
                                            13 to the Registration Statement.)

                    (4)                     Amendment to the By-Laws dated December 12, 1991.
                                            (Incorporated by reference to Exhibit 2(b) to Post-Effective Amendment No.
                                            10 to the Registration Statement.

                    (5)                     Amendment to the By-Laws dated March 5, 1996.
                                            (Incorporated by reference to Exhibit (b)(5) to Post-Effective Amendment No.
                                            13 to the Registration Statement.)

                    (6)                     Amendment to By-Laws dated June 4, 1996.
                                            (Incorporated by reference to Exhibit 2(c) to Post-Effective Amendment No. 9
                                            to the Registration Statement.)

                    (7)                     Amendment to By-Laws dated September 4, 1996.
                                            (Incorporated by reference to Exhibit 2(d) to Post-Effective Amendment No.

                                Part C - Page 1
<PAGE>

                                            9 to the Registration Statement.)

                    (8)                     Amendment to the By-Laws dated December 3, 1997.
                                            (Incorporated by reference to Exhibit (b)(8) to Post-Effective Amendment No.
                                            13 to the Registration Statement.)

                    (9)                     Amendment to the By-Laws dated February 7, 2000 is incorporated by reference
                                            to Post-Effective Amendment No. 16 to the Registration Statement.


     (c)                                    Inapplicable.

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

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

                    (2)                     Underwriting Agreement between the Registrant and Scudder Investor Services,
                                            Inc. dated May 8, 2000 is filed herein.

     (f)                                    Inapplicable.

     (g)            (1)                     Custodian Agreement between the Registrant and The First National Bank of
                                            Boston dated August 22, 1988.
                                            (Incorporated by reference to Exhibit 8(a)(1) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                    (2)                     Custodian Agreement between the Registrant and State Street Bank and Trust
                                            Company ("State Street Bank") dated August 23, 1991.
                                            (Incorporated by reference to Exhibit (g)(2) to Post-Effective Amendment No.
                                            13 to the Registration Statement.)

                   (2)(a)                   Fee schedule to Exhibit (g)(2).
                                            (Incorporated by reference to Exhibit 8(a)(2) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                    (3)                     Custodian Agreement between the Registrant and Brown Brothers Harriman & Co.
                                            dated April 30, 1998.
                                            (Incorporated by reference to Exhibit 8(b)(1) to Post-Effective Amendment
                                            No. 11 to the Registration Statement.)

                   (3)(a)                   Fee schedule for Exhibit (g)(2)
                                            (Incorporated by reference to Exhibit (8)(b)(2) to Post-Effective Amendment
                                            No. 11 to the Registration Statement.)

     (h)            (1)                     Transfer Agency and Service Agreement between the Registrant and Scudder
                                            Service Corporation dated October 2, 1989.
                                            (Incorporated by reference to Exhibit 9(a)(1) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                                Part C - Page 2
<PAGE>

                   (1)(a)                   Fee schedule for Exhibit (h)(1).
                                            (Incorporated by reference to Exhibit 9(a)(2) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                    (2)                     Service Agreement between Copeland Associates, Inc. on behalf of Scudder
                                            Mutual Funds, Inc. and Scudder Gold Fund dated June 8, 1995.
                                            (Incorporated by reference to Exhibit (9)(a)(3) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                    (3)                     COMPASS Service Agreement between the Registrant and Scudder Trust Company
                                            dated October 1, 1995.
                                            (Incorporated by reference to Exhibit (9)(b)(3) to Post-Effective Amendment
                                            No. 9 to the Registration Statement.)

                    (4)                     Fund Accounting Services Agreement between the Registrant and The First
                                            National Bank of Boston dated August 22, 1988.
                                            (Incorporated by reference to Exhibit (9)(c)(1) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                   (4)(a)                   Pricing Authorization Form (Exhibit B) for Exhibit (h)(4) (a) dated January
                                            10, 1991.
                                            (Incorporated by reference to Exhibit (9)(c)(2) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                    (5)                     Fund Accounting Services Agreement between the Registrant and Scudder Fund
                                            Accounting Corporation dated March 28, 1995.
                                            (Incorporated by reference to Exhibit (9)(c)(3) to Post-Effective Amendment
                                            No. 10 to the Registration Statement.)

                    (6)                     Form of Administrative Agreement between the Registrant on behalf of Scudder
                                            Gold Fund and Scudder Kemper Investments, Inc. dated October 2, 2000 is
                                            filed herein.

     (i)                                    Opinion and Consent of Legal Counsel is filed herein.

     (j)                                    Consent of Independent Accountants is filed herein.

     (k)                                    Inapplicable.

     (l)                                    Letter of Investment Intent Purchase Agreement (on behalf of Scudder Mutual
                                            Funds, Inc.) dated August 18, 1988.
                                            (Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 10
                                            to the Registration Statement.)

     (m)                                    Inapplicable.

     (n)            (1)                     Plan with respect to Scudder Gold Fund pursuant to Rule 18f-3 is filed
                                            herein.

                    (2)                     Amended and Restated Plan with respect to Scudder Gold Fund pursuant to
                                            Rule 18f-3 is filed herein.

     (p)            (1)                     Scudder Kemper Investments, Inc. and Scudder Investor Services, Inc. Code
                                            of Ethics is incorporated by reference to Post-Effective Amendment No. 17
                                            Exhibit p to the Registration Statement.

     (p)            (2)                     Code of Ethics of Scudder Mutual Funds, Inc. is filed herein.
</TABLE>

                                Part C - Page 3
<PAGE>

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

                  Scudder Precious Metals, Inc., a wholly owned subsidiary of
                  the Fund, was registered on August 11, 1988 in the Cayman
                  Islands, British West Indies.


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
                  trustees and officers and others against liability arising by
                  reason of an alleged breach of duty caused by any negligent
                  act, error or accidental omission in the scope of their
                  duties.

                  Article IV, Sections 4.1 - 4.3 of the Registrant's Declaration
                  of Trust provide as follows:

                  Section 4.1. No Personal Liability of Shareholders, Trustees,
                  Etc. No Shareholder shall be subject to any personal liability
                  whatsoever to any Person in connection with Trust Property or
                  the acts, obligations or affairs of the Trust. No Trustee,
                  officer, employee or agent of the Trust shall be subject to
                  any personal liability whatsoever to any Person, other than to
                  the Trust or its Shareholders, in connection with Trust
                  Property or the affairs of the Trust, save only that arising
                  from bad faith, willful misfeasance, gross negligence or
                  reckless disregard of his duties with respect to such Person;
                  and all such Persons shall look solely to the Trust Property
                  for satisfaction of claims of any nature arising in connection
                  with the affairs of the Trust. If any Shareholder, Trustee,
                  officer, employee, or agent, as such, of the Trust, is made a
                  party to any suit or proceeding to enforce any such liability
                  of the Trust, he shall not, on account thereof, be held to any
                  personal liability. The Trust shall indemnify and hold each
                  Shareholder harmless from and against all claims and
                  liabilities, to which such Shareholder may become subject by
                  reason of his being or having been a Shareholder, and shall
                  reimburse such Shareholder for all legal and other expenses
                  reasonably incurred by him in connection with any such claim
                  or liability. The indemnification and reimbursement required
                  by the preceding sentence shall be made only out of the assets
                  of the one or more Series of which the Shareholder who is
                  entitled to indemnification or reimbursement was a Shareholder
                  at the time the act or event occurred which gave rise to the
                  claim against or liability of said Shareholder. The rights
                  accruing to a Shareholder under this Section 4.1 shall not
                  impair any other right to which such Shareholder may be
                  lawfully entitled, nor shall anything herein contained
                  restrict the right of the Trust to indemnify or reimburse a
                  Shareholder in any appropriate situation even though not
                  specifically provided herein.

                  Section 4.2. Non-Liability of Trustees, Etc. No Trustee,
                  officer, employee or agent of the Trust shall be liable to the
                  Trust, its Shareholders, or to any Shareholder, Trustee,
                  officer, employee, or agent thereof for any action or failure
                  to act (including without limitation the failure to compel in
                  any way any former or acting Trustee to redress any breach of
                  trust) except for his own bad faith, willful misfeasance,
                  gross negligence or reckless disregard of the duties involved
                  in the conduct of his office.

                  Section 4.3. Mandatory Indemnification. (a) Subject to the
                  exceptions and limitations contained in paragraph (b) below:

                           (i) every person who is, or has been, a Trustee or
                  officer of the Trust shall be indemnified by the Trust to the
                  fullest extent permitted by law against all liability and
                  against all expenses reasonably incurred or paid by him in
                  connection with any claim, action, suit or proceeding in which
                  he becomes involved as a party or otherwise by virtue of his
                  being or having been a Trustee or officer and against amounts
                  paid or incurred by him in the settlement thereof;

                           (ii) the words "claim," "action," "suit," or
                  "proceeding" shall apply to all claims, actions, suits or
                  proceedings (civil, criminal, administrative or other,
                  including appeals), actual or threatened;

                                Part C - Page 4
<PAGE>

                  and the words "liability" and "expenses" shall include,
                  without limitation, attorneys' fees, costs, judgments, amounts
                  paid in settlement, fines, penalties and other liabilities.

                  (b)      No indemnification shall be provided hereunder to a
                           Trustee or officer:

                           (i) against any liability to the Trust, a Series
                  thereof, or the Shareholders by reason of a final adjudication
                  by a court or other body before which a proceeding was brought
                  that he engaged in willful misfeasance, bad faith, gross
                  negligence or reckless disregard of the duties involved in the
                  conduct of his office;

                           (ii) with respect to any matter as to which he shall
                  have been finally adjudicated not to have acted in good faith
                  in the reasonable belief that his action was in the best
                  interest of the Trust;

                           (iii) in the event of a settlement or other
                  disposition not involving a final adjudication as provided in
                  paragraph (b)(i) or (b)(ii) resulting in a payment by a
                  Trustee or officer, unless there has been a determination that
                  such Trustee or officer did not engage in willful misfeasance,
                  bad faith, gross negligence or reckless disregard of the
                  duties involved in the conduct of his office:

                                    (A) by the court or other body approving the
                           settlement or other disposition; or

                                    (B) based upon a review of readily available
                           facts (as opposed to a full trial-type inquiry) by
                           (x) vote of a majority of the Disinterested Trustees
                           acting on the matter (provided that a majority of the
                           Disinterested Trustees then in office act on the
                           matter) or (y) written opinion of independent legal
                           counsel.

                  (c)      The rights of indemnification herein provided may be
                           insured against by policies maintained by the Trust,
                           shall be severable, shall not affect any other rights
                           to which any Trustee or officer may now or hereafter
                           be entitled, shall continue as to a person who has
                           ceased to be such Trustee or officer and shall insure
                           to the benefit of the heirs, executors,
                           administrators and assigns of such a person. Nothing
                           contained herein shall affect any rights to
                           indemnification to which personnel of the Trust other
                           than Trustees and officers may be entitled by
                           contract or otherwise under law.

                  (d)      Expenses of preparation and presentation of a defense
                           to any claim, action, suit or proceeding of the
                           character described in paragraph (a) of this Section
                           4.3 may be advanced by the Trust prior to final
                           disposition thereof upon receipt of an undertaking by
                           or on behalf of the recipient to repay such amount if
                           it is ultimately determined that he is not entitled
                           to indemnification under this Section 4.3, provided
                           that either:

                           (i) such undertaking is secured by a surety bond or
                  some other appropriate security provided by the recipient, or
                  the Trust shall be insured against losses arising out of any
                  such advances; or

                           (ii) a majority of the Disinterested Trustees acting
                  on the matter (provided that a majority of the Disinterested
                  Trustees act on the matter) or an independent legal counsel in
                  a written opinion shall determine, based upon a review of
                  readily available facts (as opposed to a full trial-type
                  inquiry), that there is reason to believe that the recipient
                  ultimately will be found entitled to indemnification.

                           As used in this Section 4.3, a "Disinterested
                  Trustee" is one who is not (i) an "Interested Person" of the
                  Trust (including anyone who has been exempted from being an
                  "Interested Person" by any rule, regulation or order of the
                  Commission), or (ii) involved in the claim, action, suit or
                  proceeding.

                                Part C - Page 5
<PAGE>

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 Item 26.

<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 Corporation o
                           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, Scudder Investments (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 ##

                                Part C - Page 6
<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 Corporationo
                           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. +
                           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 Corporationo
                           President and Director, Scudder, Stevens & Clark Corporation**
                           Director, Scudder Realty Advisors, Inc. @@

                                Part C - Page 7
<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                    Director, President and Assistant       None
         Two International Place           Treasurer
         Boston, MA  02110

         Linda Coughlin                    Director and Senior Vice President      Director and President
         Two International Place
         Boston, MA  02110

                                Part C - Page 8
<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  None
         345 Park Avenue                   Legal Officer and Assistant Clerk
         New York, NY  10154

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


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

                                Part C - Page 9
<PAGE>

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., Two International Place, Boston, MA
                  02110-4103. Records relating to the duties of the Registrant's
                  custodian are maintained by State Street Bank and Trust
                  Company, Heritage Drive, North Quincy, Massachusetts. Records
                  relating to the duties of the Registrant's transfer agent are
                  maintained by Scudder Service Corporation, Two International
                  Place, Boston, Massachusetts.

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

                  Inapplicable.

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

                  Inapplicable.

                                Part C - Page 10
<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(b) 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,  thereunto duly authorized,  in the City of Boston,  and the
Commonwealth of Massachusetts, on the 13th day of July, 2000.



                                                 SCUDDER MUTUAL FUNDS, INC.

                                                 By   /s/ John Millette
                                                     John Millette
                                                     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/ Henry P. Becton, Jr.
--------------------------------------
Henry P. Becton, Jr.*                       Director                                     July 13, 2000

/s/ Linda C. Coughlin
--------------------------------------
Linda C. Coughlin*                          Director and President (Chief                July 13, 2000
                                            Executive Officer)
/s/Dawn-Marie Driscoll
--------------------------------------
Dawn-Marie Driscoll*                        Director                                     July 13, 2000

/s/ Edgar R. Fiedler
--------------------------------------
Edgar R. Fiedler *                          Director                                     July 13, 2000

/s/ Keith R. Fox
--------------------------------------
Keith R. Fox*                               Director                                     July 13, 2000

/s/ Joan E. Spero
--------------------------------------
Joan E. Spero*                              Director                                     July 13, 2000

/s/ Jean Gleason Stromberg
--------------------------------------
Jean Gleason Stromberg *                    Director                                     July 13, 2000

/s/ Jean C. Tempel
--------------------------------------
Jean C. Tempel*                             Director                                     July 13, 2000

/s/ Steven Zaleznick
--------------------------------------
Steven Zaleznick*                           Director                                     July 13, 2000


/s/ John R. Hebble
--------------------------------------
John R. Hebble                              Treasurer (Chief Financial Officer)          July 13, 2000
</TABLE>




<PAGE>


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

**Attorney-in-fact pursuant to the powers of attorney filed herein.


<PAGE>

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Henry P. Becton, Jr.                      5/1/2000
---------------------------------------
Henry P. Becton, Jr.



<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Dawn-Marie Driscoll                       5/1/2000
---------------------------------------
Dawn-Marie Driscoll



<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Jean Gleason Stromberg                    5/1/2000
---------------------------------------
Jean Gleason Stromberg



<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Edgar R. Fiedler                          6/20/2000
---------------------------------------
Edgar R. Fiedler



<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Keith R. Fox                              5/1/2000
---------------------------------------
Keith R. Fox



<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Jean C. Tempel                            5/1/2000
---------------------------------------
Jean C. Tempel



<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Steven Zaleznick                          5/1/2000
---------------------------------------
Steven Zaleznick



<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Joan Edelman Spero                        5/1/2000
---------------------------------------
Joan Edelman Spero



<PAGE>


                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of Rule 438 of the Securities Act of 1933,
this consent has been signed below by the following person on the date
indicated. By so signing, the undersigned does hereby consent to the inclusion
of his/her name in the Registration Statement.



SIGNATURE                                    DATE
---------                                    ----

/s/Linda C. Coughlin                         5/1/2000
---------------------------------------
Linda C. Coughlin


<PAGE>



                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Henry P. Becton, Jr.
---------------------------------------
Henry P. Becton, Jr.                         Trustee/Director          7/14/2000





<PAGE>



                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Dawn-Marie Driscoll
---------------------------------------
Dawn-Marie Driscoll                          Trustee/Director         7/14/2000




                                       2
<PAGE>



                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Jean Gleason Stromberg
---------------------------------------
Jean Gleason Stromberg                       Trustee/Director         7/14/2000




                                       3
<PAGE>

                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Edgar R. Fiedler
---------------------------------------
Edgar R. Fiedler                             Trustee/Director         6/20/00



                                       4
<PAGE>

                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Keith R. Fox
---------------------------------------
Keith R. Fox                                 Trustee/Director         7/3/00



                                       5
<PAGE>

                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Jean C. Tempel
---------------------------------------
Jean C. Tempel                               Trustee/Director         7/14/2000


                                       6
<PAGE>


                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Steven Zaleznick
---------------------------------------
Steven Zaleznick                             Trustee/Director         7/14/2000




                                       7
<PAGE>

                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Joan Edelman Spero
---------------------------------------
Joan Edelman Spero                           Trustee/Director         7/14/2000




                                       8
<PAGE>


                                POWER OF ATTORNEY
                                -----------------

                         GLOBAL/INTERNATIONAL FUND, INC.
                                INVESTMENT TRUST
                        SCUDDER CALIFORNIA TAX FREE TRUST
                          SCUDDER CASH INVESTMENT TRUST
                               SCUDDER FUNDS TRUST
                              SCUDDER INCOME TRUST
                        SCUDDER INTERNATIONAL FUND, INC.
                           SCUDDER MONEY MARKET TRUST
                             SCUDDER MUNICIPAL TRUST
                           SCUDDER MUTUAL FUNDS, INC.
                             SCUDDER PATHWAY SERIES
                             SCUDDER PORTFOLIO TRUST
                            SCUDDER SECURITIES TRUST
                          SCUDDER STATE TAX FREE TRUST
                           SCUDDER TAX FREE MONEY FUND
                             SCUDDER TAX FREE TRUST
                        SCUDDER U.S. TREASURY MONEY FUND
                               VALUE EQUITY TRUST

         Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities and
on the dates indicated. By so signing, the undersigned in his/her capacity as
trustee or officer, or both, as the case may be of the Registrant, does hereby
appoint John Millette and Caroline Pearson and each of them, severally, or if
more than one acts, a majority of them, his/her true and lawful attorney and
agent to execute in his/her name, place and stead (in such capacity) any and all
amendments to the Registration Statement and any post-effective amendments
thereto and all instruments necessary or desirable in connection therewith, to
attest the seal of the Registrant thereon and to file the same with the
Securities and Exchange Commission. Each of said attorneys and agents shall have
power to act with or without the other and have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
agents and each of them.


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


/s/Linda C. Coughlin
---------------------------------------
Linda C. Coughlin                            Trustee/Director         7/14/2000



                                       9

<PAGE>

                                                               File No. 33-22059
                                                               File No. 811-5565


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM N-1A


                         POST-EFFECTIVE AMENDMENT NO. 18
                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 20
                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940



                           SCUDDER MUTUAL FUNDS, INC.

                                Part C - Page 11
<PAGE>

                           SCUDDER MUTUAL FUNDS, INC.

                                  Exhibit Index

                                 Exhibit (e)(2)

                                 Exhibit (h)(6)

                                   Exhibit (i)

                                   Exhibit (j)

                                 Exhibit (n)(1)

                                 Exhibit (n)(2)

                                 Exhibit (p)(2)





                                Part C - Page 12


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