SCUDDER SECURITIES TRUST
497, 1996-06-25
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     This prospectus sets forth concisely the information about Scudder
     Small Company Value Fund, a series of Scudder Securities Trust, an
     open-end management investment company, that a prospective investor
     should know before investing. Please retain it for future reference.

     If you require more detailed information, a Statement of Additional
     Information dated October 6, 1995, as amended from time to time, may
     be obtained without charge by writing Scudder Investor Services, Inc.,
     Two International Place, Boston, MA 02110-4103 or calling
     1-800-225-2470. The Statement, which is incorporated by reference into
     this prospectus, has been filed with the Securities and Exchange
     Commission.

     The Securities and Exchange Commission maintains a Web site
     (http://www.sec.gov) that contains the Statement of Additional
     Information, material incorporated by reference, and other information
     regarding the Fund.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     Scudder Small Company Value Fund

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

   
     Prospectus
     October 6, 1995
     As Revised
     June 17, 1996
    

     ----------------------------------------------------------------------
     A pure no-load(tm) (no sales charges) mutual fund which invests for
     long-term growth of capital by seeking out undervalued stocks of small
     U.S. companies.

     Expense information

       How to compare a Scudder pure no-load(tm) fund

       This information is designed to help you understand the various
       costs and expenses of investing in Scudder Small Company Value Fund
       (the "Fund"). By reviewing this table and those in other mutual
       funds' prospectuses, you can compare the Fund's fees and expenses
       with those of other funds. With Scudder's pure no-load(tm) funds,
       you pay no commissions to purchase or redeem shares, or to exchange
       from one fund to another. As a result, all of your investment goes
       to work for you.

       1) Shareholder transaction expenses: Expenses charged directly to
       your individual account in the Fund for various transactions.

       Sales commissions to purchase shares (sales   NONE
       load)

       Commissions to reinvest dividends             NONE

       Deferred sales charge                         NONE

       Redemption fees payable to the Fund           1.00% *

       Exchange fees payable to the Fund             1.00% *

       2) Annual Fund operating expenses: Estimated expenses paid by the
       Fund before it distributes its net investment income, expressed as a
       percentage of the Fund's average daily net assets for the fiscal
       year.

       Investment management fee (after waiver)      0.10% **

       12b-1 fees                                    NONE

       Other expenses                                1.40%
                                                     ------

       Total Fund operating expenses                 1.50% **
                                                     ====

       Example

       Based on the estimated level of total Fund operating expenses listed
       above, the total expenses relating to a $1,000 investment, assuming
       a 5% annual return and redemption at the end of each period, are
       listed below. Investors do not pay these expenses directly; they are
       paid by the Fund before it distributes its net investment income to
       shareholders.

            1 Year              3 Years

            $15                 $ 47

       See "Fund organization -- Investment adviser" for further
       information about the investment management fee. This example
       assumes reinvestment of all dividends and distributions and that the
       percentage amounts listed under "Annual Fund operating expenses"
       remain the same each year. This example should not be considered a
       representation of past or future expenses or return. Actual Fund
       expenses and return vary from year to year and may be higher or
       lower than those shown.

       * There is a 1% fee retained by the Fund which is imposed only on
       redemptions or exchanges of shares held less than one year. You may
       redeem by writing or calling the Fund. If you wish to receive your
       redemption proceeds via wire, there is a $5 wire service fee. For
       additional information, please refer to "Transaction information --
       Exchanging and redeeming shares."

       ** Until December 31, 1996, the Adviser has agreed to waive a
       portion of its investment management fee to the extent necessary so
       that the total annualized expenses of the Fund do not exceed 1.50%
       of average daily net assets. If the Adviser had not agreed to waive
       a portion of its fee, it is estimated that annualized Fund expenses
       would be: investment management fee 0.75%, other expenses 1.40% and
       total operating expenses 2.15% for the initial fiscal period. To the
       extent that expenses fall below the current expense limitation, the
       Adviser reserves the right to recoup, during the fiscal year
       incurred, amounts waived during the period, but only to the extent
       that the Fund's expenses do not exceed 1.50%.



   
     Financial Highlights

     The following table includes selected data for a share outstanding
     throughout the period and other performance information derived from
     the financial statements.

     If you would like more detailed information concerning the Fund's
     performance, a complete portfolio listing and financial statements are
     available in the Fund's Semiannual Report dated February 29, 1996 and
     may be obtained without charge by writing or calling Scudder Investor
     Services, Inc.

<TABLE>
<CAPTION>
   <S>                                                                              <C>    

                                                                                        FOR THE PERIOD
                                                                                        OCTOBER 6, 1995
                                                                                        (COMMENCEMENT
                                                                                      OF OPERATIONS) TO
                                                                                      FEBRUARY 29, 1996
                                                                                         (UNAUDITED)
                                                                                      -----------------
     Net asset value, beginning of period...........................................       $12.00
                                                                                           ------
     Income from investment operations:
             Net investment income (a)..............................................          .05
             Net realized and unrealized gain on investment transactions............          .68
                                                                                           ------
     Total from investment operations...............................................          .73
                                                                                           ------
     Less distributions from net investment income..................................         (.05)
                                                                                           ------
     Net asset value, end of period.................................................       $12.68
                                                                                           ======
     TOTAL RETURN (%)...............................................................         6.09 (b)**
     RATIOS AND SUPPLEMENTAL DATA
     Net assets, end of period ($ millions).........................................           25
     Ratio of operating expenses, net to average daily net assets (%) (a)...........         1.50*
     Ratio of net investment income to average daily net assets (%).................         1.23*
     Portfolio turnover rate (%)....................................................         4.76*

     (a)   Reflects a per share amount of expenses, exclusive of management fees,
              reimbursed by the adviser.............................................         $.04
           Reflects a per share amount of management fee and
              other fees not imposed................................................         $.11
           Operating expense ratio including expenses
              reimbursed, management fee and other expenses
              not imposed (%).......................................................         4.83*
     (b)   Total return does not reflect the effect of the applicable redemption fees.
       *   Annualized
      **   Not annualized

</TABLE>
    

     A message from Scudder's chairman

     Scudder, Stevens & Clark, Inc., investment adviser to the Scudder Family of
     Funds, was founded in 1919. We offered America's first no-load mutual fund
     in 1928. Today, we manage in excess of $90 billion for many private
     accounts and over 50 mutual fund portfolios. We manage the mutual funds in
     a special program for the American Association of Retired Persons, as well
     as the fund options available through Scudder Horizon Plan, a
     tax-advantaged variable annuity. We also advise The Japan Fund and nine
     closed-end funds that invest in countries around the world.

     The Scudder Family of Funds is designed to make investing easy and less
     costly. It includes money market, tax free, income and growth funds as well
     as IRAs, 401(k)s, Keoghs and other retirement plans.

     Services available to all shareholders include toll-free access to the
     professional service representatives of Scudder Investor Relations, easy
     exchange among funds, shareholder reports, informative newsletters and the
     walk-in convenience of Scudder Funds Centers.

     All Scudder mutual funds are pure no-load(tm). This means you pay no
     commissions to purchase or redeem your shares or to exchange from one fund
     to another. There are no "12b-1" fees either, which many other funds now
     charge to support their marketing efforts. All of your investment goes to
     work for you. We look forward to welcoming you as a shareholder.

     Scudder Small Company Value Fund

     Investment objective
        o long-term growth of capital

     Investment characteristics
        o a diversified, actively managed portfolio of domestic small
          capitalization stocks
        o a systematic, proprietary investment approach to uncovering
          potentially undervalued small U.S. companies
        o potential for above-average long-term growth with above-average
          stock market risk

     Contents

     Investment objective and policies

     Why invest in the Fund?

     U.S. investment experience

     What are the Fund's special risks?

     Additional information about policies and investments

     Distribution and performance information

     Fund organization

     Purchases

     Exchanges and redemptions

     Transaction information

     Shareholder benefits

     Trustees and Officers

     Investment products and services

     How to contact Scudder



     Investment objective and policies

     Scudder Small Company Value Fund (the "Fund"), a diversified series of
     Scudder Securities Trust, invests for long-term growth of capital by
     seeking out undervalued stocks of small U.S. companies. The Fund's
     investment adviser, Scudder, Stevens & Clark, Inc. (the "Adviser"),
     uses a systematic, proprietary investment approach to identify small,
     domestic companies that, in the opinion of the Adviser, are selling at
     prices that do not reflect adequately their long-term business
     potential. These companies are often out of favor or not closely
     followed by investors and, as a result, may offer substantial
     appreciation potential over time.

     The Fund is expected to provide little, if any, current income and is
     designed for the aggressive portion of an investor's portfolio.
     Although the Fund typically holds a large number of securities
     identified through a quantitative, value-driven investment strategy,
     it does entail above-average investment risk in comparison to the
     overall U.S. stock market. Shares of the Fund should be purchased with
     a long-term horizon in mind. To encourage long-term investment, a 1%
     redemption and exchange fee, described more fully below, is payable to
     the Fund for the benefit of remaining shareholders on shares held less
     than one year.

     Except as otherwise indicated, the Fund's investment objective and
     policies are not fundamental and may be changed without a vote of
     shareholders. Shareholders will receive written notice of any changes
     in the Fund's objective. If there is a change in investment objective,
     shareholders should consider whether the Fund remains an appropriate
     investment in light of their then current financial position and
     needs. There can be no assurance that the Fund's objective will be
     met.

     Investments
     In pursuit of long-term growth of capital, the Fund invests, under
     normal circumstances, at least 80% of its assets in the common stock
     of small U.S. companies. The Fund will invest in securities of
     companies that are similar in size to those in the Russell 2000(R)
     Index of small stocks. The median market capitalization (i.e., current
     stock price times shares outstanding) of the portfolio will be below
     $500 million. The Fund may continue to hold securities of companies
     that have grown in market capitalization above the maximum of the
     Russell 2000 Index, but will generally not add to these holdings.

     The Fund takes a diversified approach to investing in small
     capitalization issues. It will not be unusual for the Fund to
     participate in more than one hundred small companies, representing a
     variety of U.S. industries.

     While the Fund invests predominantly in common stocks, it can purchase
     other types of equity securities including preferred stocks (either
     convertible or nonconvertible), rights and warrants. Securities may be
     listed on national exchanges or, more commonly, traded
     over-the-counter. The Fund may invest up to 20% of its assets in U.S.
     Treasury, agency and instrumentality obligations, may enter into
     repurchase agreements and may engage in strategic transactions, using
     such derivatives contracts as index options and futures, to increase
     stock market participation, enhance liquidity and manage transaction
     costs. In addition, for temporary or emergency purposes, such as
     providing for redemptions or distributions, the Fund may borrow from
     banks and other financial institutions in an amount not exceeding the
     value of one-third of the Fund's total assets. The Fund will not
     borrow for investment purposes.

     For temporary defensive purposes, the Fund may invest without limit in
     cash and cash equivalents when the Adviser deems such a position
     advisable in light of economic or market conditions. More information
     about these investment techniques is provided under "Additional
     information about policies and investments."

     Value investment approach
     The Fund is actively managed using a disciplined, value-oriented
     investment management approach. The Adviser uses a proprietary,
     computerized model to identify for investment small public U.S.
     companies selling at prices that, in the opinion of the Adviser, do
     not reflect adequately their long-term business potential. Companies
     represented in the portfolio of the Fund typically have the following
     characteristics:

        o Attractive valuations relative to the Russell 2000 Index -- a
          widely used benchmark of small stock performance -- based on
          measures such as price to earnings, price to book value and price
          to cash flow ratios.
        o Favorable trends in earnings growth rates and stock price
          momentum.

     The Fund's holdings are often out of favor or simply overlooked by
     investors. Accordingly, their prices can rise either as a result of
     improved business fundamentals, particularly when earnings grow faster
     than general expectations, or as more investors come to recognize the
     full extent of a company's underlying potential.

     While the Fund involves above-average equity risk, the Fund's
     value-oriented, systematic approach to investing is designed to
     mitigate volatility of the Fund's share price relative to the small
     capitalization sector of the U.S. stock market. This risk is further
     managed by purchasing a large number of stocks, and employing
     specialized portfolio management and trading techniques.

     Why invest in the Fund?

     Scudder Small Company Value Fund combines the long-term growth
     potential of small company stocks with the defensive nature of value
     investing. The Fund focuses on U.S. small capitalization issues that
     may be out of favor or not closely followed by investors, yet which,
     in the opinion of the Adviser, will reward investors with substantial
     returns over time. U.S. small capitalization stocks have outperformed
     large capitalization stocks over time, albeit with greater volatility
     in returns. Since the Fund involves both above-average performance
     opportunity and risk, it may be suitable for those individuals who are
     investing for a long-term goal, such as accumulating assets for
     retirement, funding a child's college education or building wealth for
     future generations.

     While the Fund may invest in a broad range of industries, it is not,
     by itself, a complete investment program. Nonetheless, it can help
     improve the diversification of an investment portfolio already holding
     other types of stock and fixed-income securities. Historically, the
     prices of value stocks, and in particular small company value stocks,
     have not always moved in tandem with the prices of either large
     company stocks or higher-risk small company "growth" issues. Thus,
     Fund shares can add balance to a personal investment portfolio.

     The Fund offers low-cost, convenient access to a sector of the U.S.
     stock market in which investors might otherwise find difficult to
     participate. On their own, individual investors might find it a
     challenge to analyze data on small companies, receive complete,
     up-to-date financial information, and buy and sell securities at
     favorable prices. The Fund's portfolio management team assumes the
     burden of these varied responsibilities for investors.

     In addition, the Fund offers all the benefits of the Scudder Family of
     Funds. Scudder, Stevens & Clark, Inc. manages a diverse family of pure
     no-load(tm) funds and provides a wide range of services to help
     investors meet their investment needs. Please refer to "Investment
     products and services" for additional information.

     U.S. investment experience

     The Adviser has been managing U.S. stock portfolios since its founding
     over 75 years ago. As of July 31, 1995, Scudder managed in excess of
     $20 billion in U.S. equity securities, including over $5 billion in
     domestically-oriented growth mutual funds. The Adviser manages Scudder
     Development Fund, one of America's first small company mutual funds.

     What are the Fund's special risks?

     While historically small company stocks have outperformed the stocks
     of large companies, the former have customarily involved more risk as
     well. Small companies may have limited product lines, markets or
     financial resources; may lack management depth or experience; and may
     be more vulnerable to adverse general market or economic developments
     than large companies. The prices of small company securities are often
     more volatile than prices associated with large company issues, and
     can display abrupt or erratic movements at times, due to limited
     trading volumes and less publicly available information.

     Also, because small companies normally have fewer shares outstanding
     and these shares trade less frequently than large companies, it may be
     more difficult for the Fund to buy and sell significant amounts of
     such shares without an unfavorable impact on prevailing market prices.

     Some of the companies in which the Fund may invest may distribute,
     sell or produce products which have recently been brought to market
     and may be dependent on key personnel.

     The securities of small companies are often traded over-the-counter
     and may not be traded in the volumes typical on a national securities
     exchange. Consequently, in order to sell this type of holding, the
     Fund may need to discount the securities from recent prices or dispose
     of the securities over a long period of time.

     Additional information about policies and investments

     Investment restrictions
     The Fund has adopted certain fundamental policies which may not be
     changed without a vote of shareholders and which are designed to
     reduce the Fund's investment risk.

     The Fund may not borrow money except as a temporary measure for
     extraordinary or emergency purposes and may not make loans except
     through the lending of portfolio securities, the purchase of debt
     securities or through repurchase agreements.

     The Fund may not invest more than 25% of its total assets in
     securities of companies in the same industry.

     In addition, as a matter of nonfundamental policy, the Fund may not
     invest more than 15% of its net assets, in the aggregate, in
     securities which are not readily marketable, restricted securities and
     repurchase agreements maturing in more than seven days. The Fund may
     not invest more than 10% of its total assets in restricted securities,
     and may not invest more than 5% of its net assets in warrants.

     A complete description of these and other policies and restrictions is
     contained under "Investment Restrictions" in the Fund's Statement of
     Additional Information.

     Common stocks
     Under normal circumstances, the Fund invests at least 80% of its
     assets in common stocks. Common stock is issued by companies to raise
     cash for business purposes and represent a proportionate interest in
     the issuing companies. Therefore, the Fund participates in the success
     or failure of any company in which it holds stock. The market values
     of equity securities can fluctuate significantly, reflecting the
     business performance of the issuing company, investor perception and
     general economic or financial market movements. Smaller companies are
     especially sensitive to these factors and may even become valueless.
     Despite the risk of price volatility, however, common stocks also
     offer the greatest potential for gain on investment, compared to other
     classes of financial assets such as bonds or cash equivalents.

     Convertible securities
     The convertible securities in which the Fund may invest consist of
     bonds, notes, debentures and preferred stocks which may be converted
     or exchanged at a stated or determinable exchange ratio into
     underlying shares of common stock.

     Prior to their conversion, convertible securities may have
     characteristics similar to nonconvertible securities of the same type.

     Repurchase agreements
     As a means of earning income for periods as short as overnight, the
     Fund may enter into repurchase agreements with selected banks and
     broker/dealers. Under a repurchase agreement, the Fund acquires
     securities, subject to the seller's agreement to repurchase at a
     specified time and price.

     The Fund may enter into repurchase commitments with any party deemed
     creditworthy by the Adviser if the transaction is entered into for
     investment purposes and the counterparty's creditworthiness is at
     least equal to that of issuers of securities which the Fund may
     purchase.

     Strategic Transactions and derivatives

     The Fund may, but is not required to, utilize various other investment
     strategies as described below to hedge various market risks or to seek
     gain. These strategies may be executed through the use of derivative
     contracts. Such strategies are generally accepted as a part of modern
     portfolio management and are regularly utilized by many mutual funds
     and other institutional investors. Techniques and instruments may
     change over time as new instruments and strategies are developed or
     regulatory changes occur.

     In the course of pursuing these investment strategies, the Fund may
     purchase and sell exchange-listed and over-the-counter put and call
     options on securities, equity and other financial instruments, and
     purchase and sell financial futures contracts and options thereon
     (collectively, all the above are called "Strategic Transactions").

     Strategic Transactions may be used without limit to attempt to protect
     against possible changes in the market value of securities held in or
     to be purchased for the Fund's portfolio resulting from securities
     market fluctuations, to protect the Fund's unrealized gains in the
     value of its portfolio securities, to facilitate the sale of such
     securities for investment purposes, or to establish a position in the
     derivatives markets as a temporary substitute for purchasing or
     selling particular securities. Some Strategic Transactions may also be
     used to enhance potential gain although no more than 5% of the Fund's
     assets will be committed to Strategic Transactions entered into for
     non-hedging purposes. Any or all of these investment techniques may be
     used at any time and in any combination, and there is no particular
     strategy that dictates the use of one technique rather than another,
     as use of any Strategic Transaction is a function of numerous
     variables including market conditions. The ability of the Fund to
     utilize these Strategic Transactions successfully will depend on the
     Adviser's ability to predict pertinent market movements, which cannot
     be assured. The Fund will comply with applicable regulatory
     requirements when implementing these strategies, techniques and
     instruments. Strategic Transactions involving financial futures and
     options thereon will be purchased, sold or entered into only for bona
     fide hedging, risk management or portfolio management purposes and not
     for speculative purposes. Please refer to "Risk factors -- Strategic
     Transactions and derivatives" for more information.

     Risk factors

     The Fund's risks are determined by the nature of the securities held
     and the portfolio management strategies used by the Adviser. The
     following are descriptions of certain risks related to the investments
     and techniques that the Fund may use from time to time.

     Repurchase agreements. If the seller under a repurchase agreement
     becomes insolvent, the Fund's right to dispose of the securities may
     be restricted, or the value of the securities may decline before the
     Fund is able to dispose of them. In the event of the commencement of
     bankruptcy or insolvency proceedings with respect to the seller of the
     securities before repurchase of the securities under a repurchase
     agreement, the Fund may encounter delay and incur costs, including a
     decline in the value of the securities, before being able to sell the
     securities. Some repurchase commitment transactions may not provide
     the Fund with collateral marked-to-market during the term of the
     commitment.

     Convertible securities. While convertible securities generally offer
     lower yields than nonconvertible debt securities of similar quality,
     their prices may reflect changes in the value of the underlying common
     stock. Convertible securities entail less credit risk than the
     issuer's common stock.

     Illiquid investments. The absence of a trading market can make it
     difficult to ascertain a market value for illiquid investments.
     Disposing of illiquid investments may involve time-consuming
     negotiation and legal expenses, and it may be difficult or impossible
     for the Fund to sell them promptly at an acceptable price.

     Borrowing. Although the principal of the Fund's borrowing will be
     fixed, the Fund's assets may change in value during the time a
     borrowing is outstanding, increasing exposure to capital risk.

     Strategic Transactions and derivatives. Strategic Transactions,
     including derivative contracts, have risks associated with them
     including possible default by the other party to the transaction,
     illiquidity and, to the extent the Adviser's view as to certain market
     movements is incorrect, the risk that the use of such Strategic
     Transactions could result in losses greater than if they had not been
     used. Use of put and call options may result in losses to the Fund,
     force the sale or purchase of portfolio securities at inopportune
     times or for prices higher than (in the case of put options) or lower
     than (in the case of call options) current market values, limit the
     amount of appreciation the Fund can realize on its investments or
     cause the Fund to hold a security it might otherwise sell. The use of
     options and futures transactions entails certain other risks. In
     particular, the variable degree of correlation between price movements
     of futures contracts and price movements in the related portfolio
     position of the Fund creates the possibility that losses on the
     hedging instrument may be greater than gains in the value of the
     Fund's position. In addition, futures and options markets may not be
     liquid in all circumstances and certain over-the-counter options may
     have no markets. As a result, in certain markets, the Fund might not
     be able to close out a transaction without incurring substantial
     losses, if at all. Although the use of futures contracts and options
     transactions for hedging should tend to minimize the risk of loss due
     to a decline in the value of the hedged position, at the same time
     they tend to limit any potential gain which might result from an
     increase in value of such position. Finally, the daily variation
     margin requirements for futures contracts would create a greater
     ongoing potential financial risk than would purchases of options,
     where the exposure is limited to the cost of the initial premium.
     Losses resulting from the use of Strategic Transactions would reduce
     net asset value, and possibly income, and such losses can be greater
     than if the Strategic Transactions had not been utilized. The
     Strategic Transactions that the Fund may use and some of their risks
     are described more fully in the Fund's Statement of Additional
     Information.

     Distribution and performance information

     Dividends and capital gains distributions

     The Fund intends to distribute any dividends from net investment
     income and any net realized capital gains after utilization of capital
     loss carryforwards, if any, in November or December, although an
     additional distribution may be made if necessary. Any dividends or
     capital gains distributions declared in October, November or December
     with a record date in such a month and paid the following January will
     be treated by shareholders for federal income tax purposes as if
     received on December 31 of the calendar year declared. According to
     preference, shareholders may receive distributions in cash or have
     them reinvested in additional shares of the Fund. If an investment is
     in the form of a retirement plan, all dividends and capital gains
     distributions must be reinvested into the shareholder's account.

     Generally, dividends from net investment income are taxable to
     shareholders as ordinary income. Long-term capital gains
     distributions, if any, are taxable as long-term capital gains
     regardless of the length of time shareholders have owned their shares.
     Short-term capital gains and any other taxable income distributions
     are taxable as ordinary income. A portion of such dividends from net
     investment income may qualify for the dividends-received deduction for
     corporations.

     The Fund sends detailed tax information to shareholders about the
     amount and type of its distributions by January 31 of the following
     year.

     Under normal investment conditions, it is anticipated that the Fund's
     portfolio turnover rate will not exceed 75% for the initial fiscal
     year. However, economic and market conditions may necessitate more
     active trading, resulting in a higher portfolio turnover rate. A
     higher rate involves greater brokerage expenses to the Fund and may
     result in the realization of net capital gains, which would be taxable
     to shareholders when distributed.

     Performance information

     From time to time, quotations of the Fund's performance may be
     included in advertisements, sales literature or shareholder reports.
     All performance figures are historical, show the performance of a
     hypothetical investment and are not intended to indicate future
     performance. "Total return" is the change in value of an investment in
     the Fund for a specified period. The "average annual total return" of
     the Fund is the average annual compound rate of return of an
     investment in the Fund assuming the investment has been held for one
     year and the life of the Fund as of a stated ending date. "Cumulative
     total return" represents the cumulative change in value of an
     investment in the Fund for various periods. All types of total return
     calculations assume that all dividends and capital gains distributions
     during the period were reinvested in shares of the Fund. "Capital
     change" measures return from capital, including reinvestment of any
     capital gains distributions but does not include the reinvestment of
     dividends. Performance will vary based upon, among other things,
     changes in market conditions and the level of the Fund's expenses.

     Fund organization

     Scudder Small Company Value Fund is a diversified series of Scudder
     Securities Trust (the "Trust"), formerly Scudder Development Fund, an
     open-end, management investment company registered under the
     Investment Company Act of 1940 (the "1940 Act"). The Trust was
     organized as a Massachusetts business trust in October 1985 and on
     December 31, 1985 assumed the business of its predecessor. Its
     predecessor was organized as a Delaware corporation in February 1970.

     The Fund's activities are supervised by the Trust's Board of Trustees.
     Shareholders have one vote for each share held on matters on which
     they are entitled to vote. The Trust is not required to and has no
     current intention of holding annual shareholder meetings, although
     special meetings may be called for purposes such as electing or
     removing Trustees, changing fundamental investment policies or
     approving an investment management agreement. Shareholders will be
     assisted in communicating with other shareholders in connection with
     removing a Trustee as if Section 16(c) of the 1940 Act were
     applicable.

     Investment adviser

     The Fund retains the investment management firm of Scudder, Stevens &
     Clark, Inc., a Delaware corporation, to manage its daily investment
     and business affairs subject to the policies established by the Board
     of Trustees. The Trustees have overall responsibility for the
     management of the Fund under Massachusetts law.

     The Fund pays the Adviser an annual fee of 0.75% of the Fund's average
     daily net assets. The fee is payable monthly, provided that the Fund
     will make such interim payments as may be requested by the Adviser not
     to exceed 75% of the amount of the fee then accrued on the books of
     the Fund and unpaid. The fee is higher than the average management
     fee, but not necessarily higher than that charged by funds with a
     similar investment objective.

     The Adviser has agreed to maintain the annualized expenses of the Fund
     at no more than 1.50% of the average daily net assets of the Fund
     until December 31, 1996.

     Under the Investment Management Agreement with the Adviser, the Fund
     is responsible for all of its expenses, including fees and expenses
     incurred in connection with membership in investment company
     organizations; brokers' commissions; legal, auditing and accounting
     expenses; taxes and governmental fees; the fees and expenses of the
     transfer agent; the expenses of and the fees for registering or
     qualifying securities for sale; the fees and expenses of Trustees,
     officers and employees of the Trust who are not affiliated with the
     Adviser; the cost of printing and distributing reports and notices to
     shareholders; and the fees and disbursements of custodians.

     All of the Fund's expenses are paid out of gross investment income.
     Shareholders pay no direct charges or fees for investment or
     administrative services.

     Scudder, Stevens & Clark, Inc. is located at Two International Place,
     Boston, Massachusetts.

     Transfer agent

     Scudder Service Corporation, P.O. Box 2291, Boston, Massachusetts
     02107-2291, a wholly-owned subsidiary of the Adviser, is the transfer,
     shareholder servicing and dividend-paying agent for the Fund.

     Underwriter

     Scudder Investor Services, Inc., a wholly-owned subsidiary of the
     Adviser, is the Fund's principal underwriter. Scudder Investor
     Services, Inc. confirms, as agent, all purchases of shares of the
     Fund. Scudder Investor Relations is a telephone information service
     provided by Scudder Investor Services, Inc.

     Custodian
     State Street Bank and Trust Company is the Fund's custodian.

     Fund accounting agent
     Scudder Fund Accounting Corporation, a wholly-owned subsidiary of the
     Adviser, is responsible for determining the daily net asset value per
     share and maintaining the general accounting records of the Fund.



     Purchases

       ------------  -----------------------------------------
       Opening an    Minimum initial investment: $1,000; IRAs
       account       $500

                     Group retirement plans (401(k), 403(b),
                     etc.) have similar or lower minimums.
                     See appropriate plan literature.

       Make checks   * By Mail     Send your completed and
       payable to                  signed application and
       "The                        check
       Scudder
       Funds."                     by regular   or by
                                   mail to:     express,
                                                registered,
                                                or certified
                                                mail to:

                                   The          Scudder
                                   Scudder      Shareholder
                                   Funds        Services
                                   P.O. Box     Center
                                   2291         42 Longwater
                                   Boston, MA   Drive
                                                Norwell, MA
                                   02107-2291   02061-1612

                     * By Wire     Please see Transaction
                                   information -- Purchasing
                                   shares -- By wire
                                   following these tables for
                                   details, including the ABA
                                   wire transfer number. Then
                                   call 1-800-225-5163 for
                                   instructions.

                     * In Person   Visit one of our Funds
                                   Centers to complete your
                                   application with the help
                                   of a Scudder
                                   representative. Funds
                                   Center locations are
                                   listed under Shareholder
                                   benefits.

       ------------  -----------------------------------------
       Purchasing    Minimum additional investment: $100;
       additional    IRAs $50
       shares
                     Group retirement plans (401(k), 403(b),
                     etc.) have similar or lower minimums.
                     See appropriate plan literature.

       Make checks   * By Mail     Send a check with a
       payable to                  Scudder investment slip,
       "The                        or with a letter of
       Scudder                     instruction including your
       Funds."                     account number and the
                                   complete Fund name, to the
                                   appropriate address listed
                                   above.

                     * By Wire     Please see Transaction
                                   information -- Purchasing
                                   shares -- By wire
                                   following these tables for
                                   details, including the ABA
                                   wire transfer number.

                     * In Person   Visit one of our Funds
                                   Centers to make an
                                   additional investment in
                                   your Scudder fund account.
                                   Funds Center locations are
                                   listed under Shareholder
                                   benefits.

                     * By          You may purchase
                     Telephone     additional shares in an
                                   amount of $10,000 or more.
                                   Please call 1-800-225-5163
                                   for more details.

                     * By          You may arrange to make
                     Automatic     investments on a regular
                     Investment    basis through automatic
                     Plan ($50     deductions from your bank
                     minimum)      checking account. Please
                                   call 1-800-225-5163 for
                                   more information and an
                                   enrollment form.



     Exchanges and redemptions

       ------------ ---------------------------------------------------------
       Exchanging   Minimum investments: $1,000 to establish a new account;
       shares       $100 to exchange among existing accounts

                    * By          To speak with a service representative,
                    Telephone     call 1-800-225-5163 from 8 a.m. to 8 p.m.
                                  eastern time or to access SAIL(tm),
                                  Scudder's Automated Information Line, call
                                  1-800-343-2890 (24 hours a day).

       There is a   * By Mail     Print or type your instructions and
       1% fee       or Fax        include:
       payable to
       the Fund                   - the name of the Fund and the account
       for                        number you are exchanging from;
       exchanges                  - your name(s) and address as they appear
       of shares                  on your account;
       held less                  - the dollar amount or number of shares
       than one                   you wish to exchange;
       year.                      - the name of the Fund you are exchanging
                                  into; and
                                  - your signature(s) as it appears on your
                                  account and a daytime telephone number.

                                  Send your instructions

                                  by regular    or by          or by fax to:
                                  mail to:      express,
                                                registered,
                                                or certified
                                                mail to:

                                  The Scudder   Scudder        1-800-821-6234
                                  Funds         Shareholder
                                  P.O. Box      Services
                                  2291          Center
                                  Boston, MA    42 Longwater
                                  02107-2291    Drive
                                                Norwell, MA
                                                02061-1612

       ------------ ------------  -------------------------------------------
       Redeeming    * By          To speak with a service representative,
       shares       Telephone     call 1-800-225-5163 from 8 a.m. to 8 p.m.
                                  eastern time or to access SAIL(tm),
                                  Scudder's Automated Information Line, call
                                  1-800-343-2890 (24 hours a day). You may
                                  have redemption proceeds sent to your
                                  predesignated bank account, or redemption
                                  proceeds of up to $50,000 sent to your
                                  address of record.

       There is a   * By Mail     Send your instructions for redemption to
       1% fee       or Fax        the appropriate address or fax number
       payable to                 above and include:
       the Fund
       for                        - the name of the Fund and account number
       redemption                 you are redeeming from;
       of shares                  - your name(s) and address as they appear
       held less                  on your account;
       than one                   - the dollar amount or number of shares
       year.                      you wish to redeem; and
                                  - your signature(s) as it appears on your
                                  account and a daytime telephone number.

                                  A signature guarantee is required for
                                  redemptions over $50,000. See Transaction
                                  information -- Redeeming shares following
                                  these tables.

                    * By          You may arrange to receive automatic cash
                    Automatic     payments periodically if the value of your
                    Withdrawal    account is $10,000 or more. Call
                    Plan          1-800-225-5163 for more information and an
                                  enrollment form.

     Transaction information

     Purchasing shares
     Purchases are executed at the next calculated net asset value per
     share after the Fund's transfer agent in Boston receives the purchase
     request in good order. Purchases are made in full and fractional
     shares. (See "Share price.")

     By check. If you purchase shares with a check that does not clear,
     your purchase will be canceled and you will be subject to any losses
     or fees incurred in the transaction. Checks must be drawn on or
     payable through a U.S. bank. If you purchase shares by check and
     redeem them within seven business days of purchase, the Fund may hold
     redemption proceeds until the purchase check has cleared. If you
     purchase shares by federal funds wire, you may avoid this delay.
     Redemption or exchange requests by telephone prior to the expiration
     of the seven-day period will not be accepted.

     By wire. To open a new account by wire, first call Scudder at
     1-800-225-5163 to obtain an account number. A representative will
     instruct you to send a completed, signed application to the transfer
     agent in Boston. Accounts cannot be opened without a completed, signed
     application and a Scudder fund account number. Contact your bank to
     arrange a wire transfer to:

     The Scudder Funds
     State Street Bank and Trust Company
     Boston, MA 02101
     ABA Number 011000028
     DDA Account 9903-5552

     Your wire instructions must also include:

     -- the name of the fund in which the money is to be invested,
     -- the account number of the fund, and
     -- the name(s) of the account holder(s).

     The account will be established once the application and money order
     are received in good order.

     You may also make additional investments of $100 or more to your
     existing account by wire.

     By telephone order. Existing shareholders may purchase shares at a
     certain day's price by calling 1-800-225-5163 before the close of
     regular trading on the New York Stock Exchange (the "Exchange"),
     normally 4 p.m. eastern time, on that day. Orders must be for $10,000
     or more and cannot be for an amount greater than four times the value
     of your account at the time the order is placed. A confirmation with
     complete purchase information is sent shortly after your order is
     received. You must include with your payment the order number given at
     the time the order is placed. If payment by check or wire is not
     received within three business days, the order is subject to
     cancellation and the shareholder will be responsible for any loss to
     the Fund resulting from this cancellation. Telephone orders are not
     available for shares held in Scudder IRA accounts and most other
     Scudder retirement plan accounts.

   
     Exchanging and redeeming shares

     Upon the redemption or exchange of shares held less than one year, a
     fee of 1% of the current net asset value of the shares will be
     assessed and retained by the Fund for the benefit of the remaining
     shareholders. The fee is waived for all shares purchased through
     certain retirement plans, including 401(k) plans, 403(b) plans, 457
     plans, Keogh accounts, and Profit Sharing and Money Purchase Pension
     Plans. However, if such shares are purchased through a broker,
     financial institution or recordkeeper maintaining an omnibus account
     for the shares, such waiver may not apply. (Before purchasing shares,
     please check with your account representative concerning the
     availability of the fee waiver.) In addition, this waiver does not
     apply to IRA and SEP-IRA accounts. This fee is intended to encourage
     long-term investment in the Fund, to avoid transaction and other
     expenses caused by early redemptions, and to facilitate portfolio
     management. The fee is not a deferred sales charge, is not a
     commission paid to the Adviser or its subsidiaries, and does not
     benefit the Adviser in any way. The Fund reserves the right to modify
     the terms of or terminate this fee at any time. The fee applies to
     redemptions from the Fund and exchanges to other Scudder funds, but
     not to dividend or capital gains distributions which have been
     automatically reinvested in the Fund. The fee is applied to the shares
     being redeemed or exchanged in the order in which they were purchased.
     See "Exchanges and Redemptions" in the Fund's Statement of Additional
     Information for a more detailed description of the redemption fee.
    

     Exchanges. Your new account will have the same registration and
     address as your existing account.

     The exchange requirements for corporations, other organizations,
     trusts, fiduciaries, agents, institutional investors and retirement
     plans may be different from those for regular accounts.

     Please call 1-800-225-5163 for more information, including information
     about the transfer of special account features.

     You can also make exchanges among your Scudder fund accounts on SAIL,
     the Scudder Automated Information Line, by calling 1-800-343-2890.

     Redemptions by telephone. This is the quickest and easiest way to sell
     Fund shares. If you elected telephone redemption to your bank on your
     application, you can call to request that federal funds be sent to
     your authorized bank account. If you did not elect telephone
     redemption to your bank on your application, call 1-800-225-5163 for
     more information.

     Redemption proceeds will be wired to your bank unless otherwise
     requested. If your bank cannot receive federal reserve wires,
     redemption proceeds will be mailed to your bank. There will be a $5
     charge for all wire redemptions.

     You can also make redemptions from your Scudder fund account on SAIL
     by calling 1-800-343-2890.

     If you open an account by wire, you cannot redeem shares by telephone
     until the Fund's transfer agent has received your completed and signed
     application. Telephone redemption is not available for shares held in
     Scudder IRA accounts and most other Scudder retirement plan accounts.

     In the event that you are unable to reach the Fund by telephone, you
     should write to the Fund; see "How to contact Scudder" for the
     address.

     Signature guarantees. For your protection and to prevent fraudulent
     redemptions, on written redemption requests in excess of $50,000 we
     require an original signature and an original signature guarantee for
     each person in whose name the account is registered. (The Fund
     reserves the right, however, to require a signature guarantee for all
     redemptions.) You can obtain a signature guarantee from most banks,
     credit unions or savings associations, or from broker/dealers,
     municipal securities broker/dealers, government securities
     broker/dealers, national securities exchanges, registered securities
     associations or clearing agencies deemed eligible by the Securities
     and Exchange Commission. Signature guarantees by notaries public are
     not acceptable. Redemption requirements for corporations, other
     organizations, trusts, fiduciaries, agents, institutional investors
     and retirement plans may be different from those for regular accounts.
     For more information, please call 1-800-225-5163.

     Telephone transactions
     Shareholders automatically receive the ability to exchange by
     telephone and the right to redeem by telephone up to $50,000 to their
     address of record. Shareholders also may, by telephone, request that
     redemption proceeds be sent to a predesignated bank account. The Fund
     uses procedures designed to give reasonable assurance that telephone
     instructions are genuine, including recording telephone calls, testing
     a caller's identity and sending written confirmation of telephone
     transactions. If the Fund does not follow such procedures, it may be
     liable for losses due to unauthorized or fraudulent telephone
     instructions. The Fund will not be liable for acting upon instructions
     communicated by telephone that it reasonably believes to be genuine.

     Share price
     Purchases and redemptions, including exchanges, are made at net asset
     value. There is a 1% fee payable to the Fund for exchanges or
     redemptions of shares held less than one year. Scudder Fund Accounting
     Corporation determines net asset value per share as of the close of
     regular trading on the Exchange, normally 4 p.m. eastern time, on each
     day the Exchange is open for trading. Net asset value per share is
     calculated by dividing the value of total Fund assets, less all
     liabilities, by the total number of shares outstanding.

     Processing time
     All purchase and redemption requests received in good order by the
     Fund's transfer agent in Boston by the close of regular trading on the
     Exchange are executed at the net asset value per share calculated at
     the close of regular trading that day.

     Purchase and redemption requests received after the close of regular
     trading on the Exchange will be executed the following business day.

     If you wish to make a purchase of $500,000 or more, you should notify
     Scudder Investor Relations by calling 1-800-225-5163.

     The Fund will normally send your redemption proceeds within one
     business day following the redemption request, but may take up to
     seven business days (or longer in the case of shares recently
     purchased by check).

     Short-term trading
     Purchases and sales should be made for long-term investment purposes
     only. The Fund and Scudder Investor Services, Inc. each reserves the
     right to restrict purchases of Fund shares (including exchanges) when
     a pattern of frequent purchases and sales made in response to
     short-term fluctuations in the Fund's share price appears evident.

     Tax information
     A redemption of shares, including an exchange into another Scudder
     fund, is a sale of shares and may result in a gain or loss for income
     tax purposes.

     Tax identification number
     Be sure to complete the Tax Identification Number section of the
     Fund's application when you open an account. Federal tax law requires
     the Fund to withhold 31% of taxable dividends, capital gains
     distributions and redemption and exchange proceeds from accounts
     (other than those of certain exempt payees) without a certified Social
     Security or tax identification number and certain other certified
     information or upon notification from the IRS or a broker that
     withholding is required. The Fund reserves the right to reject new
     account applications without a certified Social Security or tax
     identification number. The Fund also reserves the right, following 30
     days' notice, to redeem all shares in accounts without a certified
     Social Security or tax identification number. A shareholder may avoid
     involuntary redemption by providing the Fund with a tax identification
     number during the 30-day notice period. Redemptions for failure to
     provide a tax identification number are not subject to the 1%
     redemption fee.

     Minimum balances
     Shareholders should maintain a share balance worth at least $1,000,
     which amount may be changed by the Board of Trustees. Scudder
     retirement plans have similar or lower minimum share balance
     requirements. The Fund reserves the right, following 60 days' written
     notice to shareholders, to redeem all shares in sub-minimum accounts,
     including accounts of new investors, where a reduction in value has
     occurred due to a redemption or exchange out of the account.
     Reductions in value that result solely from market activity will not
     trigger an involuntary redemption. The Fund will mail the proceeds of
     the redeemed account to the shareholder. The shareholder may restore
     the share balance to $1,000 or more during the 60-day notice period
     and must maintain it at no lower than that minimum to avoid
     involuntary redemption.

     Third party transactions
     If purchases and redemptions of Fund shares are arranged and
     settlement is made at an investor's election through a member of the
     National Association of Securities Dealers, Inc., other than Scudder
     Investor Services, Inc., that member may, at its discretion, charge a
     fee for that service.

     Redemption-in-kind
     The Fund reserves the right, if conditions exist which make cash
     payments undesirable, to honor any request for redemption or
     repurchase order by making payment in whole or in part in readily
     marketable securities chosen by the Fund and valued as they are for
     purposes of computing the Fund's net asset value (a
     redemption-in-kind). If payment is made in securities, a shareholder
     may incur transaction expenses in converting these securities to cash.
     The Trust has elected, however, to be governed by Rule 18f-1 under the
     1940 Act, as a result of which the Fund is obligated to redeem shares,
     with respect to any one shareholder during any 90-day period, solely
     in cash up to the lesser of $250,000 or 1% of the net asset value of
     the Fund at the beginning of the period.

     Shareholder benefits

     Experienced professional management
     Scudder, Stevens & Clark, Inc., one of the nation's most experienced
     investment management firms, actively manages your Scudder fund
     investment. Professional management is an important advantage for
     investors who do not have the time or expertise to invest directly in
     individual securities.

     A team approach to investing
     Scudder Small Company Value 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.
     Scudder believes its team approach benefits Fund investors by bringing
     together many disciplines and leveraging Scudder's extensive
     resources.

     Philip S. Fortuna, Lead Portfolio Manager, joined Scudder in 1986 as
     manager of institutional equity accounts. He became director of
     quantitative research in 1987 and served as director of investment
     operations from 1993 to 1994. James M. Eysenbach, Portfolio Manager,
     joined Scudder in 1991 as a senior quantitative analyst and is
     currently director of quantitative research for Scudder. Mr. Eysenbach
     has more than eight years investment industry experience, including
     three years as a portfolio manager.

     SAIL(tm) -- Scudder Automated Information Line
     For personalized account information including fund prices, yields and
     account balances, to perform transactions in existing Scudder fund
     accounts, or to obtain information on any Scudder fund, shareholders
     can call Scudder's Automated Information Line (SAIL) at
     1-800-343-2890, 24 hours a day. During periods of extreme economic or
     market changes, or other conditions, it may be difficult for you to
     effect telephone transactions in your account. In such an event you
     should write to the Fund; please see "How to contact Scudder" for the
     address.

     Investment flexibility
     Scudder offers toll-free telephone exchange between funds at current
     net asset value. You can move your investments among money market,
     income, growth, tax-free and growth and income funds with a simple
     toll-free call or, if you prefer, by sending your instructions through
     the mail or by fax. Telephone and fax redemptions and exchanges are
     subject to termination and their terms are subject to change at any
     time by the Fund or the transfer agent. In some cases, the transfer
     agent or Scudder Investor Services, Inc. may impose additional
     conditions on telephone transactions.

     Dividend reinvestment plan
     You may have dividends and distributions automatically reinvested in
     additional Fund shares. Please call 1-800-225-5163 to request this
     feature.

     Shareholder statements
     You receive a detailed account statement every time you purchase or
     redeem shares. All of your statements should be retained to help you
     keep track of account activity and the cost of shares for tax
     purposes.

     Shareholder reports
     In addition to account statements, you receive periodic shareholder
     reports highlighting relevant information, including investment
     results and a review of portfolio changes.

     To reduce the volume of mail you receive, only one copy of most Fund
     reports, such as the Fund's Annual Report, may be mailed to your
     household (same surname, same address). Please call 1-800-225-5163 if
     you wish to receive additional shareholder reports.

     Newsletters
     Four times a year, Scudder sends you At the Helm, an informative
     newsletter covering economic and investment developments, service
     enhancements and other topics of interest to Scudder fund investors.

     Scudder Funds Centers
     As a convenience to shareholders who like to conduct business in
     person, Scudder Investor Services, Inc. maintains Funds Centers in
     Boca Raton, Boston, Chicago, Cincinnati, Los Angeles, New York,
     Portland (OR), San Diego, San Francisco and Scottsdale.

     T.D.D. service for the hearing impaired
     Scudder's full range of investor information and shareholder services
     is available to hearing impaired investors through a toll-free T.D.D.
     (Telephone Device for the Deaf) service. If you have access to a
     T.D.D., call 1-800-543-7916 for investment information or specific
     account questions and transactions.

     Scudder tax-advantaged retirement plans

     Scudder offers a variety of tax-advantaged retirement plans for
     individuals, businesses and non-profit organizations. These flexible
     plans are designed for use with the Scudder Family of Funds (except
     Scudder tax-free funds, which are inappropriate for such plans).
     Scudder Funds offer a broad range of investment objectives and can be
     used to seek almost any investment goal. Using Scudder's retirement
     plans can help shareholders save on current taxes while building their
     retirement savings.

        o Scudder No-Fee IRAs. These retirement plans allow a maximum
          annual contribution of $2,000 per person for anyone with earned
          income. Many people can deduct all or part of their contributions
          from their taxable income, and all investment earnings accrue on
          a tax deferred basis. The Scudder No-Fee IRA charges no annual
          custodial fee.
        o 401(k) Plans. 401(k) plans allow employers and employees to make
          tax-deductible retirement contributions. Scudder offers a full
          service program that includes recordkeeping, prototype plan,
          employee communications and trustee services, as well as
          investment options.
        o Profit Sharing and Money Purchase Pension Plans. These plans
          allow corporations, partnerships and people who are self-employed
          to make annual, tax-deductible contributions of up to $30,000 for
          each person covered by the plans. Plans may be adopted
          individually or paired to maximize contributions. These are
          sometimes known as Keogh plans.
        o 403(b) Plans. Retirement plans for tax-exempt organizations and
          school systems to which employers and employees may both
          contribute.
        o SEP-IRAs. Easily administered retirement plans for small
          businesses and self-employed individuals. The maximum annual
          contribution to SEP-IRA accounts is adjusted each year for
          inflation.
        o Scudder Horizon Plan. A no-load variable annuity that lets you
          build assets by deferring taxes on your investment earnings. You
          can start with $2,500 or more.

     Scudder Trust Company (an affiliate of the Adviser) is Trustee or
     Custodian for some of these plans and is paid an annual fee for some
     of the above retirement plans. For information about establishing a
     Scudder No-Fee IRA, SEP-IRA, Profit Sharing Plan, Money Purchase
     Pension Plan or a Scudder Horizon Plan, please call 1-800-225-2470.
     For information about 401(k)s or 403(b)s please call 1-800-323-6105.
     To effect transactions in existing IRA, SEP-IRA, Profit Sharing or
     Pension Plan accounts, call 1-800-225-5163.

     The variable annuity contract is provided by Charter National Life
     Insurance Company (in New York State, Intramerica Life Insurance
     Company [S 1802]). The contract is offered by Scudder Insurance
     Agency, Inc. (in New York State, Nevada and Montana, Scudder Insurance
     Agency of New York, Inc.). CNL, Inc. is the Principal Underwriter.
     Scudder Horizon Plan is not available in all states.

     Trustees and Officers

     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, Visiting Professor, 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

     Roy C. McKay*
     Vice President

     Thomas F. McDonough*
     Vice President and Secretary

     Pamela A. McGrath*
     Vice President and Treasurer

     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.

     Investment products and services

     The Scudder Family of Funds

     Money market
          Scudder Cash Investment Trust
          Scudder U.S. Treasury Money Fund

     Tax free money market+
          Scudder Tax Free Money Fund
          Scudder California Tax Free Money Fund*
          Scudder New York Tax Free Money Fund*

     Tax free+
          Scudder California Tax Free Fund*
          Scudder High Yield Tax Free Fund
          Scudder Limited Term Tax Free Fund
          Scudder Managed Municipal Bonds
          Scudder Massachusetts Limited Term Tax Free Fund*
          Scudder Massachusetts Tax Free Fund*
          Scudder Medium Term Tax Free Fund
          Scudder New York Tax Free Fund*
          Scudder Ohio Tax Free Fund*
          Scudder Pennsylvania Tax Free Fund*

     Income
          Scudder Emerging Markets Income Fund
          Scudder GNMA Fund
          Scudder Income Fund
          Scudder International Bond Fund
          Scudder Short Term Bond Fund
          Scudder Short Term Global Income Fund
          Scudder Zero Coupon 2000 Fund

     Growth and Income
          Scudder Balanced Fund
          Scudder Growth and Income Fund

     Growth
          Scudder Capital Growth Fund
          Scudder Development Fund
          Scudder Global Fund
          Scudder Global Small Company Fund
          Scudder Gold Fund
          Scudder Greater Europe Growth Fund
          Scudder International Fund
          Scudder Latin America Fund
          Scudder Pacific Opportunities Fund
          Scudder Quality Growth Fund
          Scudder Small Company Value Fund
          Scudder Value Fund
          The Japan Fund

     ----------------------------------------------------------------------
     Retirement Plans and Tax-Advantaged Investments
          IRAs
          Keogh Plans
          Scudder Horizon Plan*+++ (a variable annuity)
          401(k) Plans
          403(b) Plans
          SEP-IRAs
          Profit Sharing and Money Purchase Pension Plans

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     Closed-end Funds#
          The Argentina Fund, Inc.
          The Brazil Fund, Inc.
          The First Iberian Fund, Inc.
          The Korea Fund, Inc.
          The Latin America Dollar Income Fund, Inc.
          Montgomery Street Income Securities, Inc.
          Scudder New Asia Fund, Inc.
          Scudder New Europe Fund, Inc.
          Scudder World Income Opportunities Fund, Inc.

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     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.

     How to contact Scudder

     Account Service and Information:

          For existing account service and transactions
          Scudder Investor Relations
          1-800-225-5163

          For personalized information about your Scudder accounts;
          exchanges and redemptions; or information on any Scudder fund
          Scudder Automated Information Line (SAIL)
          1-800-343-2890

     Please address all correspondence to:

          The Scudder Funds
          P.O. Box 2291
          Boston, Massachusetts
          02107-2291

     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

     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
          Boston
          Chicago
          Cincinnati
          Los Angeles
          New York
          Portland, OR
          San Diego
          San Francisco
          Scottsdale

     For information on Scudder Treasurers Trust(tm), an institutional cash
     management service for corporations, non-profit organizations and
     trusts which utilizes certain portfolios of Scudder Fund, Inc.*
     ($100,000 minimum), call: 1-800-541-7703.

     For information on Scudder Institutional Funds*, funds designed to
     meet the broad investment management and service needs of banks and
     other institutions, call: 1-800-854-8525.

     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.

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