SCUDDER DEVELOPMENT FUND
N-30D, 1995-08-18
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Scudder
Development
Fund

Annual Report
June 30, 1995

o  Offers  opportunities for long-term growth of capital by investing  primarily
   in securities of emerging growth companies.

o  A pure no-load(TM) fund with no commissions to buy, sell, or exchange shares.

This  information  must be  preceded  or  accompanied  by a current  prospectus.

Portfolio  changes  should  not be  considered  recommendations  for  action  by
individual investors.


<PAGE>





CONTENTS

   2 In Brief


   3 Letter from the Fund's President


   4 Performance Update


   5 Portfolio Summary


   6 Portfolio Management Discussion


  10 Investment Portfolio


  19 Financial Statements


  22 Financial Highlights


  23 Notes to Financial Statements


  27 Report of Independent Accountants


  28 Tax Information


  29 Officers and Trustees


  30 Investment Products and Services


  31 How to Contact Scudder




IN BRIEF




-    Scudder Development Fund provided shareholders with a 45.41% total return
     for the 12 months ended June 30, 1995, outperforming by a wide margin the
     unmanaged Russell 2000 Growth Index, which returned 25.82%. 

<TABLE>
<CAPTION>

                    Comparative Returns Through June 30, 1995
             
                                   Scudder           Russell 2000
                                   Development Fund  Growth Index
                 <S>                   <C>               <C>    
              
                 One year              45.41%            25.82%
              
                 6 months              26.44%            15.95%
              
                 3 months              17.71%             9.92%
              
</TABLE>


-    The Fund's technology and healthcare holdings contributed greatly to
     performance, thanks to steady demand for computer-related software and
     equipment, and rapid earnings improvements throughout the period.

-    The Fund further diversified its holdings during the period with new
     positions in manufacturing, energy, and regional bank stocks, made possible
     in part by the sale of several consumer-oriented holdings.


                                       2
<PAGE>

LETTER FROM THE FUND'S PRESIDENT

Dear Shareholders,

     The past 12 months have witnessed an extraordinarily strong rise in the net
asset value of the Scudder Development Fund. The Fund's total return for the
fiscal year ended June 30, 1995, was 45.41% -- almost double that of the
unmanaged Russell 2000 Growth Index. This reflects not only the general strength
in stock prices but the tremendous gains of stocks in the technology and
healthcare industries, which are heavily represented in the portfolio.

     In some ways the past year's performance is a catch-up, given the relative
underperformance the technology and healthcare sectors have experienced in the
prior year or two. This type of sector rotation is not unusual in the stock
market. It is vindication, however, for the patient investor who believes that
rapid, above-average earnings growth will eventually be recognized in the
marketplace. And while prices have risen dramatically, so have earnings, as
evidenced by the table on page 7.

     Longer term, we believe investment prospects around the world are
fundamentally positive. In our view, the driver of capital market returns over
the next five years will be disinflationary growth, dominated by such forces as
technological innovation, deregulation, and monetary restraint. Those industries
and companies that contribute to, or are beneficiaries of, this disinflationary
environment should offer above-average returns. Fortunately, Scudder Development
Fund has a long history of investing in these types of innovative,
growth-oriented companies. With an approach to investment management grounded in
independent research, your portfolio managers will continue to assess the
changing economic landscape to try to identify those investment opportunities
that provide financial reward for shareholders with an appropriate level of
risk.

     If you have questions about your Fund or your investments, please contact a
Scudder Investor Relations representative at 1-800-225-2470. Page 31 provides
more information on how to contact Scudder. Thank you for choosing Scudder
Development Fund to help meet your investment needs.

                                             Sincerely,

                                             /s/Daniel Pierce
                                             Daniel Pierce
                                             President,
                                             Scudder Development Fund


                                       3
<PAGE>
Scudder Development Fund
Performance Update as of June 30, 1995
-----------------------------------------------------------------
Growth of a $10,000 Investment
-----------------------------------------------------------------
Scudder Development Fund
----------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of                Average
  6/30/95 $10,000  Cumulative  Annual
--------- -------  ----------  -------
 1 Year  $ 14,541     45.41%    45.41%
 5 Year  $ 19,276     92.76%    14.03%
10 Year  $ 34,271    242.71%    13.11%
20 Year  $172,649  1,726.49%    15.63%

Russell 2000 Growth Index
--------------------------------------
                     Total Return
  Period   Growth    -------------
   Ended     of                Average
  6/30/95 $10,000  Cumulative  Annual
--------- -------  ----------  -------
 1 Year  $ 12,582     25.82%    25.82%
 5 Year  $ 16,676     66.76%    10.76%
10 Year  $ 25,513    155.13%     9.81%
20 Year* $     --        --%       --%


A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment. 
The data points from the graph are as follows:

Yearly periods ended June 30

Scudder Development Fund
Year            Amount
----------------------
85              10000
86              12992
87              13968
88              13220
89              13835
90              17779
91              19613
92              22129
93              27061
94              23568
95              34271

Russell 2000 Growth Index
Year            Amount
----------------------
85              10000
86              13483
87              14319
88              12762
89              14071
90              15300
91              15388
92              16688
93              20100
94              20278
95              25513

The Russell 2000 Growth Index is an unmanaged capitalization- 
weighted measure of 2,000 of the smallest capitalized U.S.
companies with a greater-than-average growth orientation and
whose common stocks trade on the NYSE, AMEX, and NASDAQ. Index
returns assume reinvestment of dividends and, unlike Fund returns,
do not reflect any fees or expenses.

-------------------------------------------------------------------
Returns and Per Share Information
-------------------------------------------------------------------

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.

Yearly periods ended June 30
----------------------------------
<TABLE>
<S>                   
                        <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>
                       1986     1987    1988    1989    1990    1991    1992     1993    1994    1995
                     ---------------------------------------------------------------------------------   
Net Asset Value...    $25.12   $25.39  $22.00  $22.54  $26.25  $27.33  $29.92  $34.58  $27.58  $37.35
Income Dividends..    $  .17   $   --  $   --  $   --  $   --  $   --  $   --  $   --  $   --  $   --
Capital Gains
Dividends.........    $  .92   $ 1.33  $ 1.90  $  .42  $ 2.28  $ 1.23  $  .96  $ 1.70  $ 3.07  $ 2.12
Fund Total
Return (%)........     29.92     7.51   -5.35    4.66   28.50   10.32   12.83   22.28  -12.91   45.41
Index Total
Return (%)........     34.83     6.20  -10.88   10.26    8.72     .58    8.45   20.45     .88   25.82
</TABLE>

All performance is historical, assumes reinvestment of all dividends and
capital gains, and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased.
*Index returns not available for this period.

                                       4
<PAGE>

Portfolio Summary as of June 30, 1995
---------------------------------------------------------------------------
Diversification
---------------------------------------------------------------------------
Equity Securities        99%
Cash Equivalents          1%
                        ----        
                        100%       
                        ====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

--------------------------------------------------------------------------
Sectors (Excludes 1% Cash Equivalents)
--------------------------------------------------------------------------
Technology               29%        
Health                   14%       The technology and healthcare sectors
Service Industries       13%       contributed most to the Fund's recent
Consumer Discretionary   11%       strong performance, as investors reacted
Manufacturing            11%       to generally stronger-than-expected
Durables                  6%       earnings gains.
Energy                    6%
Media                     5%
Communications            2%
Other                     3%
                        ----
                        100%
                        ====

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

--------------------------------------------------------------------------
Ten Largest Equity Holdings
--------------------------------------------------------------------------
 1. Informix Corp.
        Database management software
 2. American Power Conversion Corp.
        Manufacturer of backup power supply products
 3. Parametric Technology Corp.
        Mechanical design software producer
 4. Atmel Corp.
        Developer and manufacturer of integrated circuits
 5. Cintas Corp.
        Uniform rentals
 6. Fiserv Inc.
        Data processing services
 7. STERIS Corp.
        Manufacturer of sterile processing systems
 8. G&K Services Inc.
        Uniform rentals
 9. Triton Energy Corp.
        Oil and gas exploration
10. SAP AG
        Computer software manufacturer

Several of the Fund's largest holdings returned more than 100%
during the year.

For more complete details about the Fund's investment portfolio, 
see page 10.
A monthly Investment Portfolio Summary is available upon request.


                                       5
<PAGE>

SCUDDER DEVELOPMENT FUND
PORTFOLIO MANAGEMENT DISCUSSION

Dear Shareholders,

         Scudder Development Fund produced a total return of 45.41% over the
past year ended June 30, far surpassing the 25.82% return of the Russell 2000
Growth Index, its unmanaged benchmark. The Fund also performed well relative to
its peers, outpacing the 25.28% average return of the 86 mid-capitalization
funds tracked by Lipper Analytical Services, Inc. The tables on page 4 put this
recent performance into historical perspective. Over the past three, five, ten
and twenty years, the Development Fund has produced strong average annual
compounded total returns of 15.70%, 14.03%, 13.11%, and 15.63%, respectively.

         The primary driver of these returns has been a consistent, long-term
philosophy to concentrate investments in small- to mid-sized companies that are
well-managed and capable of at least 15% earnings growth per annum. Where
possible, we try to purchase stocks that have experienced price declines in
spite of their fundamental strength. Conversely, we sell holdings that we feel
have become overvalued, either due to significant price appreciation or to
deteriorating business conditions. Key to the successful implementation of this
philosophy has been Scudder's fundamental research into each of the Fund's
investments.

                      Healthcare, Technology Stocks Shine

         In the last few months of the period, the economic and investment
environment was most conducive and rewarding to technology and healthcare
companies -- traditionally, areas where your Fund has had its highest investment
concentration. During the first half of 1994, the prices of technology stocks
were held back by concerns about inflationary economic growth and a series of
interest rate increases that many feared were a threat to continued
profitability. Meanwhile, as demand for personal computers soared and the uses
for semiconductors multiplied seemingly without limit, technology companies
posted record earnings gains. Once interest rates peaked and started down,
investors turned their attention to corporate earnings and were encouraged by
what they found.

         The resulting price gains over the past several months reflect these
underlying earnings increases, with some stocks up over 150% for the 12-month
period. Historically, rapid price appreciation of this magnitude has been
followed by some amount of profit taking and correction. The enthusiasm
accompanying strong market rallies inevitably invites sharp short-term
corrections and valuation concerns. However, it is important to note that while

                                       6
<PAGE>
this year's advances in stock prices have been extremely rewarding, coming from
depressed valuations one year ago, the earnings growth of these companies also
has been impressive. The following table provides an example of this phenomenon.
The 12-month returns of the Fund's five largest technology holdings are shown
beside each company's earnings growth over the same time period.

<TABLE>
<CAPTION>

                   Strong Returns Backed By Expanding Earnings
              (price and earnings increases through June 30, 1995)

 <S>                                      <C>                <C>    
                                          Price Change       Earnings Change
                                          ------------       ---------------
 Informix Corp.                               64%                  39%
 Parametric Technology Corp.                 120                   36
 Synopsys Inc.                                67                   86
 Atmel Corp.                                 133                   60
 KLA Instruments Corp.                       106                  109
</TABLE>


         A number of medical device companies also demonstrated excellent
earnings growth and stock market performance during the period. Prompted in part
by the threat of government regulation, the healthcare industry has
revolutionized itself in recent years by slashing costs and achieving
unprecedented efficiencies. A host of new companies have sprung up to meet the
deflationary challenge, and many are successfully establishing niche markets,
thereby paving the way toward strong profit growth for some time to come.
Companies participating in this trend include PLC Systems (up 150% for the
year), the inventor of laser systems used to revascularize human heart muscle;
Research Industries (up 188%), a leading producer of disposable plastic
components used in open heart surgery; and STERIS Corporation (up 150%), the
manufacturer of a patented system for sterilizing surgical equipment without
damaging heat.

                Recent Additions Boost Portfolio Diversification

         Despite the Fund's emphasis on the technology and healthcare
industries, now representing 43% of assets, our research is generally conducted
at the individual company level rather than by sector. Over the years, we have
identified what we believe to be strong growth companies in a number of areas
outside technology and healthcare. The overall effect of our approach to stock
selection has been a relatively broad diversification of assets, which should
help dampen price volatility.

                                       7
<PAGE>

         What's more, many of the Fund's investments outside of technology and
healthcare performed exceptionally well during the period. Consider, for
example, the Fund's two largest investments in the oil industry. Benton Oil and
Gas and Triton Energy returned 91.4% and 40.0%, respectively, based upon rapidly
expanding oil production from recent discoveries. The regional bank stocks
purchased last summer represent another area providing portfolio diversification
and superior returns. With interest rates declining and much of the savings from
cost cutting behind them, banks have begun acquiring one another in an attempt
to boost profits (generally with positive effects on the stocks of those being
acquired). One holding, West One Bankcorp, was acquired at a 20% premium to the
then-current price in May. Three other regional banks also posted gains of at
least 45% during the year: First Security Corp., Magna Group Inc., and First
American Corp. We are continually looking for opportunities to expand
investments in well-managed regional banks on a selective basis.

         Investments were also recently made in the paper industry at attractive
valuations to take advantage of the potential earnings gains that should result
from the global shortage of coated paper and pulp. In recent years, the supply
of wood pulp for manufacturing paper has diminished as environmental protection
has become more widespread and enforceable. The shortage of paper producers is
compounded because businesses have been unwilling to invest the huge sums
required for this type of manufacturing. Meanwhile, the demand for paper
products around the world continues to grow -- particularly in the developing
economies of Asia and Latin America -- and prices have risen sharply. Seeking to
profit from these trends, we purchased Asia Pacific Resources, an Indonesian
producer of pulp, at less than seven times next year's estimated earnings; and
Repap Enterprises, a Canadian producer of fine paper, at less than four times
next year's estimated earnings.

                 Recent Sales Reflect Gains and Disappointments

         As stock prices rose throughout the period, we took the opportunity to
trim our positions in several important holdings. While we remain optimistic in
each case, paring back our exposure to these companies enabled us to "lock in"
returns and reduce the impact of near-term corrections. Holdings reduced in
recent months include STERIS, American Power Conversion, SAP AG, and Parametric
Technology. Other holdings were sold during the period where revenues and
earnings did not meet our expectations or where general economic and business
conditions were likely to impact future earnings negatively, in our opinion.

                                       8
<PAGE>
Among the portfolio's disappointments were Crompton & Knowles, where lackluster
earnings were the result of equally lackluster demand for women's apparel (a
significant end market for Crompton's dyes); Cygne Designs, where competition
among women's apparel suppliers and retailers has squeezed profit margins; and
Crestar Financial, located in the Washington, D.C., area, where federal
government downsizing could negatively impact the local economy.

                                    Outlook

         Last year's market correction and this year's substantial recovery
serve as reminders that stock prices in the short term can be influenced by
external variables like interest rates, whereas longer-term results are
determined by earnings growth. Likewise, the recent pull-back in technology
stock prices underscores the importance of our investment approach: to maintain
a consistent long-term investment horizon, have the courage and persistency to
stay invested in well-managed companies in spite of short-term price declines,
and have the flexibility to sell companies whose underlying fundamentals are
deteriorating. Now that investor concern has shifted to the ability of
individual companies to produce the earnings expected by analysts and owners,
Scudder's research team is working to identify early those companies that may be
impacted by economic weakness while at the same time continuing to search for
new opportunities.

Sincerely,

Your Portfolio Management Team


/s/Roy C. McKay                          /s/Peter Chin
Roy C. McKay                             Peter Chin


                            Scudder Development Fund:
                          A Team Approach to Investing

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

     Lead Portfolio Manager Roy C. McKay assumed responsibility for the Fund's
day-to-day management when he joined Scudder in 1988. Roy has 29 years of
investment experience, with 20 years specializing in small company growth
stocks. Peter Chin, who became a Portfolio Manager in 1993, has been with
Scudder since 1973, and joined Scudder's small company group in 1986. Peter
contributes expertise in manufacturing, service and energy companies.

                                       9
<PAGE>

<PAGE>
<TABLE>
SCUDDER DEVELOPMENT FUND
INVESTMENT PORTFOLIO  as of June 30, 1995
-------------------------------------------------------------------------------------------------
<CAPTION>
                  % of  Principal                                                         Market
              Portfolio Amount ($)                                                       Value ($)
-------------------------------------------------------------------------------------------------
<S>               <C>   <C>                                                             <C>
                  1.1%  REPURCHASE AGREEMENTS
                       --------------------------------------------------------------------------
                        7,991,000   Repurchase Agreement with Donaldson,
                                      Lufkin & Jenrette dated 6/30/95 at 6.07%,
                                      to be repurchased at $7,995,042 on 7/3/95,
                                      collateralized by a $7,740,000 U.S. Treasury
                                      Note, 8%, 10/15/96 (Cost $7,991,000)...........   7,991,000
                                                                                        ---------
                  0.0%  CONVERTIBLE BONDS
                       --------------------------------------------------------------------------
MEDIA

Broadcasting &
Entertainment             250,000   InTouch Group, Inc. Promissory Note,
                                      8%, 2/1/96 (Cost $250,000)(b)(c)...............     250,000
                                                                                        ---------
                  0.7%  CONVERTIBLE PREFERRED STOCKS
                       --------------------------------------------------------------------------
                         Shares
                       --------------------------------------------------------------------------
MEDIA             0.1%

Broadcasting &
Entertainment             363,637   InTouch Group Inc. "D" * (Interactive
                                      place-based media applications and
                                      information services)(b)(c)....................     909,093
                                                                                        ---------
HEALTH            0.6%
                        
Biotechnology     0.3%  2,857,143   Norian Corp. "D" * (Developer and manufacturer
                                      of a proprietary biomaterial for skeletal
                                      repair)(b)(c)..................................   2,000,000
                                                                                        ---------
Medical Supply &
Specialty         0.3%    125,000   Cardiometrics, Inc. "C" (Manufacturer
                                      and marketer of intravascular Doppler
                                      ultrasound devices for diagnostic and
                                      therapeutic uses)(b)(c)........................     500,000

                          120,000   InterVentional Technologies, Inc. "G"
                                      (Manufacturer of minimally invasive
                                      disposable microsurgical devices and
                                      systems for treatment of cardiovascular
                                      disease)(b)....................................   1,200,000
                                                                                        ---------
                                    TOTAL CONVERTIBLE PREFERRED STOCKS
                                      (Cost $7,700,007)..............................   4,609,093
                                                                                        ---------
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      10

<PAGE>
<TABLE>
                                                                                      INVESTMENT PORTFOLIO
----------------------------------------------------------------------------------------------------------
<CAPTION>
                         % of                                                                    Market
                      Portfolio Shares                                                          Value ($)
----------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>                                                             <C>
                          2.9%    PREFERRED STOCKS
                                --------------------------------------------------------------------------
CONSUMER DISCRETIONARY    1.1%

Specialty Retail                  6,000 Hornbach Holding AG (Do-it-yourself home
                                          improvement retailer)..........................        8,070,289
                                                                                                ----------
TECHNOLOGY                1.8%

Computer Software                10,350 SAP AG (Computer software manufacturer)..........       13,041,816
                                                                                                ----------
                                        TOTAL PREFERRED STOCKS (Cost $5,291,558).........       21,112,105
                                                                                                ----------
                         95.3%     COMMON STOCKS
                                --------------------------------------------------------------------------
CONSUMER DISCRETIONARY    9.6%

Department &
Chain Stores              0.8%  208,250 Men's Wearhouse Inc.* (Discount retailer)........        5,726,875
                                                                                                ----------
Hotels & Casinos          0.5%  107,900 Grand Casinos Inc. (Casino manager)..............        3,816,962
                                                                                                ----------
Recreational Products     1.3%  373,400 Sierra On-Line Inc.* (Developer of
                                          entertainment software)........................        9,335,000
                                                                                                ----------
Restaurants               3.5%  536,200 Cracker Barrel Old Country Stores
                                          (Restaurants and gift stores)..................       11,059,125
                                261,600 Outback Steakhouse Inc.* (Operator of
                                          full-service restaurants)......................        7,553,700
                                143,500 Starbucks Corp.* (High-quality coffee provider)..        5,112,187
                                308,700 Taco Cabana Inc.* (Mexican style restaurant
                                          chain).........................................        1,697,850
                                                                                                ----------
                                                                                                25,422,862
                                                                                                ----------
Specialty Retail          3.5%    2,250 Hornbach Baumarkt AG (German do-it-yourself
                                          home improvement retailer).....................        1,505,043
                                213,600 PETsMART Inc.* (Pet food and supply
                                          superstores)...................................        6,141,000
                                511,900 Sports & Recreation Inc.* (Sports equipment
                                          superstores)...................................        6,718,688
                                299,400 Viking Office Products Inc.* (Direct marketer
                                          of office supplies) ...........................       10,965,525
                                                                                                ----------
                                                                                                25,330,256
                                                                                                ----------
HEALTH                   13.8%

Health Industry Services  1.8%   16,700 American Oncology Resources, Inc. * (Provider
                                          of comprehensive management services to
                                          medical and radiation oncology and 
                                          hematology practices).........................           463,425
</TABLE>
The accompanying notes are an integral part of the financial statements.
                                      11

<PAGE>
<TABLE>
SCUDDER DEVELOPMENT FUND
----------------------------------------------------------------------------------------------------------
<CAPTION>
                        % of                                                                      Market
                     Portfolio   Shares                                                          Value ($)
----------------------------------------------------------------------------------------------------------
<S>                     <C>     <C>                                                             <C>
                                298,900 CliniCom, Inc. (Developer and installer of
                                          computer-based clinical information systems
                                          for hospitals)....................................     4,931,850
                                218,000 Mid Atlantic Medical Services, Inc.* (Health
                                          care management services).........................     4,033,000
                                142,900 Vivra, Inc. * (Provider of dialysis services).......     3,876,163
                                                                                                ----------
                                                                                                13,304,438
                                                                                                ----------
Hospital Management     0.4%    229,600 Advocat, Inc.* (Operator of nursing homes and
                                          retirement centers)...............................     2,554,300
                                 37,500 OccuSystems Inc. * (Provider of primary care
                                          physician and case management services) ..........       642,187
                                                                                                ----------
                                                                                                 3,196,487
                                                                                                ----------
Medical Supply &
Specialty               8.7%    526,400 Endosonics Corp.* (Manufacturer of imaging
                                          catheters)........................................     5,856,200
                                525,000 Heart Technology Inc.* (Developer,
                                          manufacturer and marketer of devices for
                                          treatment of arteriosclerosis)....................    10,171,875
                                336,500 ICU Medical Inc.* (Designer, manufacturer
                                          and marketer of proprietary disposable
                                          medical products).................................     4,753,062
                                300,000 Immunomedics* (Cancer imaging
                                          therapy)(c).......................................       712,500
                                180,000 PLC Systems Inc.* (Developer, manufacturer
                                          and marketer of medical laser systems)............     1,766,250
                                287,700 Research Industries* (Manufacturer of single-   
                                          patient use cardiology medical products)..........     6,617,100
                                337,600 STERIS Corp.* (Manufacturer of sterile
                                          processing systems)...............................    16,373,600
                                100,500 Target Therapeutics, Inc.* (Manufacturer of
                                          disposable medical devices for treatment of
                                          vascular diseases) ...............................     4,422,000
                                493,500 Thermedics Inc.* (Manufacturer of drug
                                          detection instruments, explosives detectors,
                                          and heart assist devices).........................     9,623,250
                                274,333 UroMed Corp.* (Manufacturer of urological/
                                          gynecological medical products)(b)(c).............     1,783,165
                                 89,700 UroMed Corp.* ......................................       728,812
                                                                                                ----------
                                                                                                62,807,814
                                                                                                ----------
Pharmaceuticals         2.9%    568,000 BioChem Pharma, Inc. * (Research and
                                          development of therapeutic products)..............    12,425,000
                                357,143 CIMA Laboratories, Inc. * (Developer of oral
                                          dosage drug products)(b)(c).......................     1,214,286
                                665,400 Noven Pharmaceuticals, Inc.* (Transdermal
                                          drug delivery systems) ...........................     5,156,850
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      12

<PAGE>
<TABLE>
                                                                                     INVESTMENT PORTFOLIO
----------------------------------------------------------------------------------------------------------
<CAPTION>
                        % of                                                                      Market
                     Portfolio    Shares                                                         Value ($)
----------------------------------------------------------------------------------------------------------
<S>                     <C>       <C>                                                           <C>
                                   60,000   R.P. Scherer Corp.* (Manufacturer of drug
                                              delivery system)..............................     2,535,000
                                                                                                ----------
                                                                                                21,331,136
                                                                                                ----------
COMMUNICATIONS          1.7%
Cellular Telephone      0.6%      166,100   CommNet Cellular, Inc.* (Management,
                                              maintenance and financing of cellular
                                              telephone systems throughout the
                                              United States)................................     4,650,800
                                                                                                ----------
Telephone/
Communications          1.1%    5,407,268   Champion Technology * (Paging services
                                              in China).....................................       489,168
                                  125,000   Mobile Telecommunications Technology Corp.*
                                              (Telecommunication and paging services).......     3,421,875
                                   40,000   Mobilemedia Corp.* (Provider of paging services
                                              and other wireless messaging services)........       820,000
                                   82,000   Paging Network, Inc.* (Paging services).........     2,808,500
                                                                                                ----------
                                                                                                 7,539,543
                                                                                                ----------
FINANCIAL               1.6%
Banks                             137,300   Dauphin Deposit Corp. (Commercial banking
                                              in Pennsylvania)..............................     3,329,525
                                   85,000   First American Corp. (Tennessee) (Regional
                                              commercial banking) ..........................     3,049,375
                                   91,700   First Security Corp. (Commercial banking in
                                              western states)...............................     2,567,600
                                  137,200   Magna Group, Inc. (Commercial banking and
                                              financial services)...........................     3,018,400
                                                                                                ----------
                                                                                                11,964,900
                                                                                                ----------
MEDIA                   4.6%
Broadcasting &
Entertainment           2.9%      124,600   Broderbund Software Inc.* (Developer of
                                              entertainment and educational software).......     7,943,250
                                    7,500   Davidson & Associates Inc.* (Developer of
                                              educational software).........................       298,125
                                  299,000   DMX, Inc.* (Provider of cable
                                              audio services)...............................       756,844
                                  100,000   DMX, Inc. "G" * (b)(c)..........................       202,500
                                  170,300   Minnesota Educational Computing Corp.*
                                              (Developer and publisher of educational
                                              software for use by children).................     6,088,225
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      13

<PAGE>
<TABLE>
SCUDDER DEVELOPMENT FUND
----------------------------------------------------------------------------------------------------------
<CAPTION>
                        % of                                                                     Market
                     Portfolio  Shares                                                          Value ($)
----------------------------------------------------------------------------------------------------------
<S>                     <C>     <C>                                                            <C>
                                300,000 Sanctuary Woods Multimedia Inc.* (Leading
                                          developer of family-oriented entertainment
                                          and educational CD-ROM titles)....................    1,537,500
                                800,000 Sanctuary Woods Multimedia Inc.*(c).................    4,100,000
                                                                                               ----------
                                                                                               20,926,444
                                                                                               ----------
Cable Television         0.8%   599,420 Century Communications Corp. "A"* (Owner
                                          and operator of cable TV systems).................    5,619,562
                                                                                               ----------
Print Media              0.9%   121,200 Scholastic Corp.* (Leading publisher and
                                          distributor of educational books, videos and
                                          computer software)................................    6,575,100
                                                                                               ----------
SERVICE INDUSTRIES      12.9%

EDP Services             5.3%   600,000 Fiserv Inc.* (Data processing services).............   16,875,000
                                497,500 Pyxis Corp.* (Manufacturer of point-of-use
                                          distribution systems) ............................   11,255,938
                                501,200 Systems & Computer Technology Corp.*
                                          (Computer software for educational institutions)..   10,024,000
                                                                                               ----------
                                                                                               38,154,938
                                                                                               ----------
Investment               1.5%   414,500 Pioneer Group Inc. (Fund management
                                          company owning major gold producer in
                                          Ghana)............................................   11,139,687
                                                                                               ----------
Miscellaneous
Commercial Services      6.1%   342,000 BI Inc.* (Manufacturer of and service provicer
                                          for house arrest electronic monitoring systems)...    2,265,750
                                 98,000 Career Horizons Inc.* (Temporary help service
                                          for business and healthcare)......................    1,862,000
                                600,000 Cintas Corp. (Uniform rentals)......................   21,300,000
                                 67,100 Copart, Inc.* (Auctioner of damaged vehicles
                                          for insurance companies)..........................    1,526,525
                                  9,722 Education Alternatives Inc.* (Provider of school
                                          management consulting services and
                                          developer of various educational
                                          products)(b)(c) ..................................       95,276
                                796,650 G&K Services Inc. "A" (Uniform rentals).............   15,534,675
                                 69,300 RTW, Inc.* (Provider of comprehensive managed
                                          care products and services for workers'
                                          compensation programs)............................    1,264,725
                                120,000 Strategic Distribution, Inc.* (In-plant distributor
                                          of parts and supplies)............................      510,000
                                                                                               ----------
                                                                                               44,358,951
                                                                                               ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      14

<PAGE>
<TABLE>
                                                                                               INVESTMENT PORTFOLIO
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                            % of                                                                          Market
                         Portfolio    Shares                                                             Value ($)
-------------------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>                                                                <C>
DURABLES                     6.1%

Telecommunications
Equipment                              134,600  Ascend Communications, Inc.* (Developer and
                                                  producer of a variety of high-speed wide
                                                  area network access products)......................    6,797,300
                                        65,600  Cascade Communications Corp.* (Designer
                                                  and developer of multi-service wide area
                                                  network switches)..................................    2,837,200
                                       107,000  Digital Link Corp.* (Manufacturer of digital
                                                  access products) ..................................    3,022,750
                                        89,300  Shiva Corp.* (Developer and manufacturer of
                                                  hardware and software products that enable
                                                  remote connectivity to enterprise networks)........    3,862,225
                                       160,400  Stratacom, Inc.* (Manufacturer of switching
                                                  systems for wide area networks)....................    7,819,500
                                       249,800  Summa Four Inc.* (Manufacturer and
                                                  distributor of telecommunication switching
                                                  systems)...........................................    7,056,850
                                        40,000  Tellabs, Inc.* (Manufacturer of voice data
                                                  communication equipment)...........................    1,925,000
                                        96,027  U.S. Robotics Corp.* (Designer and
                                                  manufacturer of high performance data
                                                  communication products and systems)................   10,466,943
                                                                                                        ----------
                                                                                                        43,787,768
                                                                                                        ----------
MANUFACTURING               10.9%

Containers & Paper           2.1%       80,100  Aptargroup, Inc. (Manufacturer of 
                                                  packaging equipment components)....................    2,573,213
                                       617,900  Asia Pacific Resources International
                                                  Holdings Ltd.* (Manufacturer of rayon
                                                  fiber for Asian textile markets, owner of world's
                                                  leading paper pulp mill)...........................    5,638,338
                                       628,700  Repap Enterprises, Inc.* (Worldwide
                                                  manufacturer of various types of paper)............    4,872,425
                                        50,000  Sealed Air Corp.* (Protective packaging
                                                  material)..........................................    2,200,000
                                                                                                        ----------
                                                                                                        15,283,976
                                                                                                        ----------
Diversified Manufacturing    0.5%      144,100  Duracraft Corp.* (Manufacturer of household
                                                  products)..........................................    3,854,675
                                                                                                        ----------
Electrical Products          3.4%    1,090,200  American Power Conversion Corp.*
                                                  (Manufacturer of backup power supply
                                                  products)..........................................   24,938,325
                                                                                                        ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      15

<PAGE>
<TABLE>
SCUDDER DEVELOPMENT FUND
----------------------------------------------------------------------------------------------------------
<CAPTION>
                        % of                                                                       Market
                     Portfolio  Shares                                                           Value ($)
----------------------------------------------------------------------------------------------------------
<S>                     <C>     <C>                                                             <C>
Industrial Specialty     2.1%   140,400 Itron, Inc.* (Manufacturer of meter reading
                                          instruments for utilities).......................      4,387,500
                                485,100 Lydall, Inc.* (Engineered fiber materials).........     10,672,200
                                                                                                ----------
                                                                                                15,059,700
                                                                                                ----------
Machinery/Components/
Controls                 0.8%   352,700 Medar Inc.* (Manufacturer of quality control
                                          equipment).......................................      3,218,388
                                 40,000 Nordson Corp. (Industrial application equipment)...      2,180,000
                                                                                                ----------
                                                                                                 5,398,388
                                                                                                ----------
Office Equipment/
Supplies                 2.0%   429,600 Danka Business Systems PLC (ADR)
                                          (Distributor of office equipment)................     10,390,950
                                162,800 Encad, Inc.* (Manufacturer of large format
                                          color inkjet printers)...........................      4,395,600
                                                                                                ----------
                                                                                                14,786,550
                                                                                                ----------
TECHNOLOGY              26.8%

Computer Software       13.2%   200,000 Autodesk, Inc. (Computer-aided design and
                                          drafting)........................................      8,600,000
                                662,250 Cheyenne Software Inc.* (Computer software
                                          and equipment)...................................     12,251,625
                                995,400 Informix Corp.* (Database management
                                          software)........................................     25,258,275
                                216,000 Kurzweil Applied Intelligence* (Developer of
                                          speech recognition software and systems).........        783,000
                                 80,300 MapInfo Corporation* (Developer and supporter
                                          of desktop mapping software and applications,
                                          and geographic and demographic information
                                          products)........................................      2,850,650
                                470,000 Parametric Technology Corp.* (Mechanical
                                          design software producer)........................     23,382,500
                                141,500 Security Dynamics Technologies, Inc.*
                                          (Designer, developer and supporter of a family
                                          of security products used to manage access
                                          to computer-based information resources).........      6,367,500
                                123,900 Softdesk, Inc.* (Designer and supporter of
                                          computer-aided design software for
                                          architecture, engineering and construction
                                          industries)......................................      2,539,950
                                203,700 Synopsys Inc.* (Developer of high level
                                          electronic design software)......................     12,756,713
                                 31,000 UUNET Technologies, Inc.* (Provider of a range
                                          of Internet access options, applications and
                                          consulting services).............................        852,500
                                                                                                ----------
                                                                                                95,642,713
                                                                                                ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      16

<PAGE>
<TABLE>
INVESTMENT PORTFOLIO
----------------------------------------------------------------------------------------------------------
<CAPTION>
                       % of                                                                       Market
                     Portfolio  Shares                                                           Value ($)
----------------------------------------------------------------------------------------------------------
<S>                     <C>     <C>                                                             <C>
Electronic Components/
Distributors            2.1%    150,400 ITI Technologies, Inc.* (Designer and
                                          manufacturer of wireless security system).........     3,572,000
                                329,000 Three-Five Systems Inc.* (Manufacturer of
                                          opto-electronic components).......................    11,309,375
                                                                                                ----------
                                                                                                14,881,375
                                                                                                ----------
Office/Plant Automation 2.0%    150,500 Cabletron Systems Inc.* (Computer
                                          networking products and services).................     8,014,125
                                166,100 Cognex Corp.* (Manufacturer of machine
                                          vision systems)...................................     6,685,525
                                                                                                ----------
                                                                                                14,699,650
                                                                                                ----------
Precision Instruments   4.0%    162,300 KLA Instruments Corp.* (Developer,
                                          manufacturer and marketer of automated
                                          image processing systems).........................    12,537,675
                                 87,500 Lam Research Corp.* (Manufacturer of
                                          plasma etching equipment).........................     5,600,000
                                294,300 Silicon Valley Group Inc.* (Manufacturer
                                          of equipment for semiconductor industry)..........    10,668,375
                                                                                                ----------
                                                                                                28,806,050
                                                                                                ----------
Semiconductors          5.5%    386,700 Atmel Corp.* (Developer and manufacturer
                                          of integrated circuits) ..........................    21,413,513
                                 62,600 Paradigm Technology Inc.* (Designer,
                                          manufacturer and marketer of high speed,
                                          high density SRAM semiconductor devices)..........     1,404,588
                                 99,600 Tower Semiconductor Ltd. (Manufacturer of
                                          semiconductor integrated circuits on silicon
                                          wafers)...........................................     2,888,400
                                 36,000 Transwitch Corp.* (Developer, marketer and
                                          supporter of integrated digital and
                                          mixed-signal semiconductors for
                                          telecommunication markets)........................       328,500
                                 62,500 Xilinx Inc.* (Supplier of semiconductors)...........     5,875,000
                                161,150 Zilog Inc.* (Manufacturer and marketer of
                                          integrated circuits)..............................     8,037,356
                                                                                                ----------
                                                                                                39,947,357
                                                                                                ----------
ENERGY                  5.7%
Oil & Gas Production    4.5%    270,100 Barrett Resources Corp.* (Oil and gas
                                          exploration and production).......................     6,279,825
                                933,100 Benton Oil & Gas Co.* (Oil and gas exploration,
                                          development and production).......................    12,946,762
                                294,100 Triton Energy Corp. (Oil and gas exploration).......    13,638,888
                                                                                                ----------
                                                                                                32,865,475
                                                                                                ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                      17

<PAGE>
<TABLE>
SCUDDER DEVELOPMENT FUND
-----------------------------------------------------------------------------------------------------------
<CAPTION>
                       % of                                                                      Market
                    Portfolio  Shares                                                           Value ($)
-----------------------------------------------------------------------------------------------------------
<S>                     <C>     <C>                                                             <C>
Oilfield Services/
Equipment               1.2%    126,100 Global Industries Ltd.* (Pipeline construction,
                                          derrick and diving services for offshore oil
                                          and gas industry)............................           2,805,725
                                461,600 Weatherford International Inc.* (Oilfield
                                          equipment and services)......................           5,885,400
                                                                                                -----------
                                                                                                  8,691,125
                                                                                                -----------
TRANSPORTATION          0.5%

Trucking                        227,600 Celadon Group Inc.* (Long-haul trucking
                                          services)....................................           3,470,900
                                                                                                -----------
OTHER                   1.1%            Miscellaneous Securities.......................           8,265,911
                                                                                                -----------
                                        TOTAL COMMON STOCKS (Cost $429,551,204)........         691,581,693
                                                                                                -----------

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

                                        TOTAL INVESTMENT PORTFOLIO - 100.0%
                                          (Cost $450,783,769)(a).......................         725,543,891
                                                                                                ===========
</TABLE>
  *  Non-income producing security.

(a)  The cost for federal income tax purposes was $452,311,805. At June 30,
     1995, net unrealized appreciation for all securities based on tax cost was
     $273,232,086. This consisted of aggregate gross unrealized appreciation for
     all securities in which there was an excess of market value over tax cost
     of $298,828,756 and aggregate gross unrealized depreciation for all
     securities in which there was an excess of tax cost over market value of
     $25,596,670.

(b)  Securities valued in good faith by the Valuation Committee of the Board of
     Trustees. The cost of these securities at June 30, 1995, aggregated
     $12,375,768. See Note A of the Notes to Financial Statements.

(c)  Restricted Securities - securities which have not been registered with the
     Securities and Exchange Commission under the Securities Act of 1933.
     Information concerning such restricted securities at June 30, 1995 is as
     follows:

     Security                           Acquisition Date                Cost ($)
     --------                           ----------------                --------
     Cardiometrics, Inc. "C"                 4/26/93                     500,000
     CIMA Laboratories Inc.                   1/7/94                   2,500,000
     DMX, Inc.                               8/23/93                     435,625
     Education Alternatives Inc.              7/1/93                     240,133
     Immunomedics                             3/4/91                     675,068
     InTouch Group Inc.                      2/14/95                     250,000
     InTouch Group Inc. "D"                  1/20/94                   4,000,007
     Norian Corp. "D"                        4/12/95                   2,000,000
     Sanctuary Woods Multimedia Inc.         1/28/94                   4,000,000
     UroMed Corp.                            9/15/93                   1,250,003


The accompanying notes are an integral part of the financial statements.

                                      18

<PAGE>
<TABLE>
                                                             FINANCIAL STATEMENTS
----------------------------------------------------------------------------------

                        STATEMENT OF ASSETS AND LIABILITIES
----------------------------------------------------------------------------------

JUNE 30, 1995
----------------------------------------------------------------------------------
<S>                                                     <C>           <C>
ASSETS
Investments, at market (identified cost $450,783,769)
  (Note A).............................................               $725,543,891
Receivables:
  Investments sold.....................................                  8,435,686
  Fund shares sold.....................................                  4,173,075
  Dividends and interest...............................                     67,880
                                                                      ------------
     Total assets......................................                738,220,532

LIABILITIES
Payables:
  Investments purchased................................ $9,691,576
  Fund shares redeemed.................................    442,978
  Accrued management fee (Note C)......................    566,604
  Other accrued expenses (Note C)......................    207,251
                                                        ----------
     Total liabilities.................................                 10,908,409
                                                                      ------------
Net assets, at market value............................               $727,312,123
                                                                      ============
NET ASSETS
Net assets consist of:
  Unrealized appreciation on:
     Investments.......................................               $274,760,122
     Foreign currency related transactions.............                      8,987
  Accumulated net realized gain........................                 46,245,128
  Shares of beneficial interest........................                    194,748
  Additional paid-in capital...........................                406,103,138
                                                                      ------------
Net assets, at market value............................               $727,312,123
                                                                      ============
NET ASSET VALUE, offering and redemption price per
  share ($727,312,123 / 19,474,819 outstanding
  shares of beneficial interest, $.01 par value,
  unlimited number of shares authorized)...............                     $37.35
                                                                            ======
</TABLE>


The accompanying notes are an integral part of the financial statements.

                                      19

<PAGE>
<TABLE>
SCUDDER DEVELOPMENT FUND
------------------------------------------------------------------------------------

                            STATEMENT OF OPERATIONS
------------------------------------------------------------------------------------

YEAR ENDED JUNE 30, 1995
------------------------------------------------------------------------------------
<S>                                                       <C>           <C>
INVESTMENT INCOME
Income:
Dividends (net of foreign taxes withheld of $11,058)....                $  1,525,525
Interest................................................                     363,559
                                                                        ------------
                                                                           1,889,084
Expenses:
Management fee (Note C).................................  $  6,050,470
Services to shareholders (Note C).......................     1,320,362
Custodian and accounting fees (Note C)..................       195,600
Trustees' fees (Note C).................................        43,660
Reports to shareholders.................................       251,944
Auditing................................................        52,115
State registration......................................        35,705
Legal...................................................        24,709
Other...................................................        71,683     8,046,248
                                                          --------------------------
Net investment loss.....................................                  (6,157,164)
                                                                        ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT
    TRANSACTIONS
Net realized gain (loss) from:
    Investments.........................................    58,077,037
    Foreign currency related transactions...............        (9,571)   58,067,466
                                                          ------------
Net unrealized appreciation during the period on:
    Investments.........................................   180,154,581
    Foreign currency related transactions...............         8,987   180,163,568
                                                          --------------------------
Net gain on investment transactions.....................                 238,231,034
                                                                        ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....                $232,073,870
                                                                        ============
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                      20

<PAGE>
<TABLE>
                                                                FINANCIAL STATEMENTS
-------------------------------------------------------------------------------------

                        STATEMENTS OF CHANGES IN NET ASSETS
-------------------------------------------------------------------------------------

<CAPTION>
                                                             YEARS ENDED JUNE 30,
                                                        -----------------------------
INCREASE (DECREASE) IN NET ASSETS                            1995           1994
-------------------------------------------------------------------------------------
<S>                                                     <C>             <C>
Operations:
Net investment loss.................................    $  (6,157,164)  $  (6,685,599)
Net realized gain from investment transactions......       58,067,466      74,717,985
Net unrealized appreciation (depreciation) on
    investment transactions during the period.......      180,163,568    (148,042,293)
                                                        -------------   -------------
Net increase (decrease) in net assets resulting
    from operations.................................      232,073,870     (80,009,907)
                                                        -------------   -------------
Distributions to shareholders from net realized
    gains from investments ($2.12 and
    $3.07 per share, respectively)..................      (41,498,116)    (67,981,079)
                                                        -------------   -------------
Fund share transactions:
Proceeds from shares sold...........................      260,652,295     321,444,546
Net asset value of shares issued to
    shareholders in reinvestment of
    distributions...................................       39,673,233      64,939,143
Cost of shares redeemed.............................     (309,316,368)   (513,441,752)
                                                        -------------   -------------
Net decrease in net assets from
    Fund share transactions.  ......................       (8,990,840)   (127,058,063)
                                                        -------------   -------------
INCREASE (DECREASE) IN NET ASSETS...................      181,584,914    (275,049,049)
Net assets at beginning of period...................      545,727,209     820,776,258
                                                        -------------   -------------
NET ASSETS AT END OF PERIOD.........................    $ 727,312,123   $ 545,727,209
                                                        =============   =============
OTHER INFORMATION
INCREASE (DECREASE) IN FUND SHARES
Shares outstanding at beginning of period...........       19,787,452      23,737,608
                                                        -------------   -------------
Shares sold.........................................        8,524,177       9,715,584
Shares issued to shareholders in reinvestment
    of distributions................................        1,371,263       1,904,190
Shares redeemed.....................................      (10,208,073)    (15,569,930)
                                                        -------------   -------------
Net decrease in Fund shares.........................         (312,633)     (3,950,156)
                                                        -------------   -------------
Shares outstanding at end of period.................       19,474,819      19,787,452
                                                        =============   =============
</TABLE>


The accompanying notes are an integral part of the financial statements.

                                      21

<PAGE>
<TABLE>
SCUDDER DEVELOPMENT FUND
FINANCIAL HIGHLIGHTS
-----------------------------------------------------------------------------------------------------------------------------------
The following table includes selected data for a share outstanding throughout each period and other 
performance information derived from the financial statements.

<CAPTION>
                                                                        YEARS ENDED JUNE 30, (a)
                            -------------------------------------------------------------------------------------------------------
                            1995(b)   1994(b)   1993(b)     1992(b)     1991(b)    1990(b)    1989(b)     1988     1987     1986(b)
                            -------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>        <C>        <C>         <C>        <C>        <C>        <C>       <C>       <C>
Net asset value,
  beginning of
  period................    $27.58    $ 34.58    $29.92     $27.33      $26.25     $22.54     $22.00     $25.39    $25.12    $20.41
                            ------    -------    ------     ------      ------     ------     ------     ------    ------    ------
Income from investment                                                            
  operations:                                                                     
  Net investment loss...      (.31)      (.30)     (.27)      (.23)       (.10)      (.08)      (.10)      (.08)     (.07)     (.01)
  Net realized                                                                    
    and unrealized                                                                
    gain (loss) on                                                                
    investment                                                                    
    transactions........     12.20      (3.63)     6.63       3.78        2.41       6.07       1.06      (1.41)     1.67      5.81
                            ------    -------    ------     ------      ------     ------     ------     ------    ------    ------
Total from                                                                        
  investment                                                                      
  operations............     11.89      (3.93)     6.36       3.55        2.31       5.99        .96      (1.49)     1.60      5.80
                            ------    -------    ------     ------      ------     ------     ------     ------    ------    ------
Less distributions:                                                               
  From net investment                                                             
    income..............        --         --        --         --          --         --         --         --        --      (.17)
  From net realized                                                               
    gains on investment                                                           
    transactions........     (2.12)     (3.07)    (1.70)      (.96)      (1.23)     (2.28)      (.42)     (1.90)    (1.33)     (.92)
                            ------    -------    ------     ------      ------     ------     ------     ------    ------    ------
Total distributions          (2.12)     (3.07)    (1.70)      (.96)      (1.23)     (2.28)      (.42)     (1.90)    (1.33)    (1.09)
                            ------    -------    ------     ------      ------     ------     ------     ------    ------    ------
Net asset value,                                                                  
  end of period.........    $37.35    $ 27.58    $34.58     $29.92      $27.33     $26.25     $22.54     $22.00    $25.39    $25.12
                            ======    =======    ======     ======      ======     ======     ======     ======    ======    ======
TOTAL RETURN (%)........     45.41     (12.91)    22.28      12.83       10.32      28.50       4.66      (5.35)     7.51     29.92
RATIOS AND                                                                        
SUPPLEMENTAL DATA                                                                 
Net assets, end                                                                   
  of period                                                                       
  ($ millions)..........       727        546       821        700         476        361        275        356       387       359
Ratio of operating                                                                
  expenses to                                                                     
  average                                                                         
  net assets (%)........      1.32       1.27      1.30       1.30        1.29       1.34       1.32       1.30      1.27      1.25
Ratio of net                                                                      
  investment                                                                      
  loss to average                                                                 
  net assets (%)........     (1.01)      (.91)     (.83)      (.70)       (.40)      (.35)      (.47)      (.44)     (.33)     (.03)
Portfolio turnover                                                                
  rate (%)..............      41.6       48.3      49.2       53.5        70.8       40.1       32.0       39.2      23.5      29.4
<FN>
(a)   All per share and share outstanding amounts through 1986 have been restated to reflect the November 17, 1986, 200% stock 
      dividend.

(b)   Per share amounts have been calculated using the weighted average shares outstanding during the period method.
</FN>
</TABLE>
                                       22

<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------



A.  SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------
Scudder Development Fund (the "Fund") is organized as a Massachusetts business
trust and is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end management investment company. The policies     
described below are followed consistently by the Fund in the preparation of its
financial statements in conformity with generally accepted accounting
principles.

SECURITY VALUATION. Portfolio securities which are traded on U.S. or foreign
stock exchanges are valued at the most recent sale price reported on the
exchange on which the security is traded most extensively. If no sale occurred,
the security is then valued at the calculated mean between the most recent bid
and asked quotations. If there are no such bid and asked quotations, the most
recent bid quotation is used. Securities quoted on the National Association of
Securities Dealers Automatic Quotation ("NASDAQ") System, for which there have
been sales, are valued at the most recent sale price reported on such system.
If there are no such sales, the value is the high or "inside" bid quotation.
Securities which are not quoted on the NASDAQ System but are traded in another
over-the-counter market are valued at the most recent sale price on such
market.  If no sale occurred, the security is then valued at the calculated
mean between the most recent bid and asked quotations. If there are no such bid
and asked quotations the most recent bid quotation shall be used. Short-term
investments having a maturity of sixty days or less are valued at amortized
cost.

All other securities are valued at their fair value as determined in good faith
by the Valuation Committee of the Trustees. Securities valued in good faith
by the Valuation Committee of the Trustees at fair value amounted to $8,154,320
(1.1% of net assets) and have been noted in the investment portfolio as of
June 30, 1995.

RESTRICTED SECURITIES. The Fund may not purchase restricted securities (for
these purposes, restricted security means a security which cannot be sold to
the public without registration under the Securities Act of 1933 or the
availability of an exemption from registration, or which is subject to other
legal or contractual delays in or restrictions on resale), if, as a result
thereof, more than 5% of the value of the Fund's total assets would be invested
in restricted securities.  The aggregate fair

                                      23

<PAGE>
SCUDDER DEVELOPMENT FUND
--------------------------------------------------------------------------------


value of restricted securities at June 30, 1995 amounted to $11,766,820 which
represents 1.6% of net assets.

FOREIGN CURRENCY TRANSLATIONS. The books and records of the Fund are maintained
in U.S. dollars. Foreign currency transactions are translated into U.S. dollars
on the following basis:

        (i)   market value of investment securities, other assets and 
              liabilities at the daily rates of exchange, and

        (ii)  purchases and sales of investment securities, dividend and 
              interest income and certain expenses at the rates of exchange 
              prevailing on the respective dates of such transactions.

The Fund does not isolate that portion of gains and losses on investments which
is due to changes in foreign exchange rates from that which is due to changes
in market prices of the investments. Such fluctuations are included with the
net realized and unrealized gains and losses from investments.

Net realized and unrealized gain (loss) from foreign currency related
transactions includes gains and losses between trade and settlement dates on
securities transactions, gains and losses arising from the sales of foreign
currency, and gains and losses between the ex and payment dates on dividends,
interest, and foreign withholding taxes.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
certain banks and broker/dealers whereby the Fund, through its custodian,
receives delivery of the underlying securities, the amount of which at the time
of purchase and each subsequent business day is required to be maintained at
such a level that the market value, depending on the maturity of the repurchase
agreement, is equal to at least 100.5% of the resale price.

FEDERAL INCOME TAXES. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Accordingly, the Fund paid no federal income taxes and no federal income tax
provision was required.



                                      24

<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

DISTRIBUTION OF INCOME AND GAINS. Distributions of net investment income are
made annually. During any particular year net realized gains from investment
transactions, in excess of available capital loss carryforwards, would be
taxable to the Fund if not distributed and, therefore, will be distributed to
shareholders annually. An additional distribution may be made to the extent
necessary to avoid the payment of a four percent federal excise tax.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax
regulations which may differ from generally accepted accounting principles.
These differences primarily relate to tax equalization and investments in
certain securities sold at a loss. As a result, net investment income (loss)
and net realized gain (loss) on investment transactions for a reporting period
may differ significantly from distributions during such period. Accordingly,
the Fund may periodically make reclassifications among certain of its capital
accounts without impacting the net asset value of the Fund.

The Fund uses the identified cost method for determining realized gain or loss
on investments for both financial and federal income tax reporting purposes.

OTHER. Investment security transactions are accounted for on a trade-date
basis.  Dividend income and distributions to shareholders are recorded on the
ex-dividend date. Interest income is recorded on the accrual basis.

B.  PURCHASES AND SALES OF SECURITIES
--------------------------------------------------------------------------------
During the year ended June 30, 1995, purchases and sales of investment
securities (excluding short-term investments) aggregated $251,720,843 and
$312,932,440, respectively.

C.  RELATED PARTIES
--------------------------------------------------------------------------------
Under the Fund's Investment Management Agreement (the "Agreement") with
Scudder, Stevens & Clark, Inc. (the "Adviser"), the Fund agrees to pay to the
Adviser a fee equal to an annual rate of 1% of the Fund's first $500 million of
average daily net assets, .95% of the next $500 million of such net assets, and
 .90% on such net assets in excess of $1 billion, computed and accrued daily and
payable monthly. As manager of the assets of the Fund, the Adviser directs the
investments of the Fund in accordance with its investment objective, policies,
and restrictions. The Adviser determines the securities,


                                      25

<PAGE>
SCUDDER DEVELOPMENT FUND
--------------------------------------------------------------------------------


instruments and other contracts relating to investments to be purchased, sold
or entered into by the Fund. In addition to portfolio management services,
the Adviser provides certain administrative services in accordance with the
Agreement. The Agreement also provides that if the Fund's expenses, exclusive
of taxes, interest, and extraordinary expenses, exceed specified limits, such
excess, up to the amount of the management fee, will be paid by the Adviser.
For the year ended June 30, 1995, the fee pursuant to the Agreement amounted
to $6,050,470.

Scudder Service Corporation ("SSC"), a wholly-owned subsidiary of the Adviser,
is the transfer, dividend paying and shareholder service agent for the Fund.
For the year ended June 30, 1995, the amount charged by SSC aggregated
$1,131,627, of which $95,011 is unpaid at June 30, 1995.

Effective March 21, 1995, Scudder Fund Accounting Corporation ("SFAC"), a
wholly-owned subsidiary of the Adviser, assumed responsibility for determining
the daily net asset value per share and maintaining the portfolio and general
accounting records of the Fund. For the year ended June 30, 1995, the amount
charged to the Fund by SFAC aggregated $29,935 of which $9,310 is unpaid at
June 30, 1995.

The Fund pays each of its Trustees not affiliated with the Adviser $4,000
annually plus specified amounts for attended board and committee meetings. For
the year ended June 30, 1995, Trustees' fees aggregated $43,660.



                                      26

<PAGE>
                                               REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------


TO THE TRUSTEES AND SHAREHOLDERS OF SCUDDER DEVELOPMENT FUND:

We have audited the accompanying statement of assets and liabilities of Scudder
Development Fund, including the investment portfolio, as of June 30, 1995, and
the related statement of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended,       
and the financial highlights for each of the ten years in the period then ended.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of June 30, 1995 by correspondence with the custodian and brokers. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Development Fund as of June 30, 1995, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the ten years
in the period then ended, in conformity with generally accepted accounting
principles.


Boston, Massachusetts                           COOPERS & LYBRAND L.L.P.
August 10, 1995



                                      27

<PAGE>
SCUDDER DEVELOPMENT FUND
TAX INFORMATION
--------------------------------------------------------------------------------


The Fund paid distributions of $2.12 per share from long-term capital gains
during its year ended June 30, 1995. Pursuant to section 852 of the Internal
Revenue Code, the Fund designates $58,664,154 as capital gain dividends for
its fiscal year ended June 30, 1995.

Please consult a tax adviser if you have any questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Investor
Relations Representative at 1-800-225-5163.







                                      28

<PAGE>

OFFICERS AND TRUSTEES

Daniel Pierce*
    President and Trustee
Paul Bancroft III
    Trustee; Venture Capitalist and Consultant
Thomas J. Devine
    Trustee; Consultant
Douglas M. Loudon*
    Vice President and Trustee
Wilson Nolen
    Trustee; Consultant
Juris Padegs*
    Trustee
Gordon Shillinglaw
    Trustee; Professor Emeritus of Accounting, Columbia University Graduate 
    School of Business
Robert G. Stone, Jr.
    Trustee; Chairman of the Board and Director, Kirby Corporation
Edmond D. Villani*
    Trustee
Robert W. Lear
    Honorary Trustee; Executive-in-Residence, Columbia University Graduate 
    School of Business
Edmund R. Swanberg
    Honorary Trustee
Peter Chin*
    Vice President
Jerard K. Hartman*
    Vice President
Thomas W. Joseph*
    Vice President
David S. Lee*
    Vice President
Thomas F. McDonough*
    Vice President and Secretary
Pamela A. McGrath*
    Vice President and Treasurer
Roy C. McKay*
    Vice President
Edward J. O'Connell*
    Vice President and Assistant Treasurer
Kathryn L. Quirk*
    Vice President and Assistant Secretary
Richard W. Desmond*
    Assistant Secretary
Coleen Downs Dinneen*
    Assistant Secretary

*Scudder, Stevens & Clark, Inc.



                                       29
<PAGE>

INVESTMENT PRODUCTS AND SERVICES

<TABLE>
<CAPTION>

 The Scudder Family of Funds
 -----------------------------------------------------------------------------------------------------------------
 <S>               <C>                                                 <C>   

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

 Retirement Plans and Tax-Advantaged Investments
 -----------------------------------------------------------------------------------------------------------------
 
                     IRAs                                                403(b) Plans
                     Keogh Plans                                         SEP-IRAs
                     Scudder Horizon Plan+++* (a variable annuity)         Profit Sharing and Money Purchase
                     401(k) Plans                                            Pension Plans
 Closed-End Funds#
 -----------------------------------------------------------------------------------------------------------------
 
                     The Argentina Fund, Inc.                            The Latin America Dollar Income Fund, Inc.
                     The Brazil Fund, Inc.                               Montgomery Street Income Securities, Inc.
                     The First Iberian Fund, Inc.                        Scudder New Asia Fund, Inc.
                     The Korea Fund, Inc.                                Scudder New Europe Fund, Inc.
                                                                         Scudder World Income
                                                                           Opportunities Fund, Inc.
 Institutional Cash Management
 -----------------------------------------------------------------------------------------------------------------

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


                                       30
<PAGE>


HOW TO CONTACT SCUDDER

 Account Service and Information
 -------------------------------------------------------------------------------------------------------------
 
                                   For existing account service and transactions
                                   SCUDDER INVESTOR RELATIONS
                                   1-800-225-5163

                                   For account updates, prices, yields,
                                   exchanges, and redemptions 
                                   SCUDDER AUTOMATED INFORMATION LINE (SAIL)
                                   1-800-343-2890

 Investment Information
 -------------------------------------------------------------------------------------------------------------
 
                                   To receive information about the Scudder 
                                   funds, for additional applications and 
                                   prospectuses, or for investment questions 
                                   SCUDDER INVESTOR RELATIONS 
                                   1-800-225-2470

                                   For establishing 401(k) and 403(b) plans
                                   SCUDDER DEFINED CONTRIBUTION SERVICES
                                   1-800-323-6105

 Please address all correspondence to
 -------------------------------------------------------------------------------------------------------------

                                   THE SCUDDER FUNDS
                                   P.O. BOX 2291
                                   BOSTON, MASSACHUSETTS
                                   02107-2291

 Or stop by a Scudder Funds Center
 -------------------------------------------------------------------------------------------------------------

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

                                   Boca Raton           New York
                                   Boston               Portland, OR
                                   Chicago              San Diego
                                   Cincinnati           San Francisco
                                   Los Angeles          Scottsdale
 -------------------------------------------------------------------------------------------------------------
                                   For information on Scudder               For information on Scudder
                                   Treasurers Trust,(TM) an institutional   Institutional Funds,* funds
                                   cash management service for              designed to meet the broad
                                   corporations, non-profit                 investment management and
                                   organizations and trusts that uses       service needs of banks and
                                   certain portfolios of Scudder Fund,      other institutions, call
                                   Inc.* ($100,000 minimum), call           1-800-854-8525.
                                   1-800-541-7703.
-------------------------------------------------------------------------------------------------------------

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

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

</TABLE>

                                       31
<PAGE>


Celebrating Over 75 Years of Serving Investors


     Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven
Clark, Scudder, Stevens & Clark was the first independent investment counsel
firm in the United States. Since its birth, Scudder's pioneering spirit and
commitment to professional long-term investment management have helped shape the
investment industry. In 1928, we introduced the nation's first no-load mutual
fund. Today we offer 36 pure no load(TM) funds, including the first
international mutual fund offered to U.S. investors.


     Over the years, Scudder's global investment perspective and dedication to
research and fundamental investment disciplines have helped us become one of the
largest and most respected investment managers in the world. Though times have
changed since our beginnings, we remain committed to our long-standing
principles: managing money with integrity and distinction; keeping the interests
of our clients first; providing access to investments and markets that may not
be easily available to individuals; and making investing as simple and
convenient as possible through friendly, comprehensive service.



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