SCUDDER SECURITIES TRUST, 485BPOS, 1997-02-11

SCUDDER SECURITIES TRUST
485BPOS, 1997-02-11

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Filed electronically with the Securities and Exchange
Commission on February 11, 1997

File No. 2-36238
File No. 811-2021

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.
------
Post-Effective Amendment No. 44
------

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 28
------

Scudder Securities Trust
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, MA 02110-4103
----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (617) 295-2567
--------------

Thomas F. McDonough
Scudder, Stevens & Clark, Inc.
Two International Place, Boston MA 02110
------------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

immediately upon filing pursuant to paragraph (b)
--------
X on February ___, 1997 pursuant to paragraph (b)
--------
60 days after filing pursuant to paragraph (a)(i)
--------
on _______________ pursuant to paragraph (a)(i)
--------
75 days after filing pursuant to paragraph (a)(ii)
--------
on _______________ pursuant to paragraph (a)(ii) of Rule 485.
--------

The Registrant has filed a declaration registering an indefinite amount of
securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Registrant filed the notice required by Rule 24f-2 for its most
recent fiscal year on August 28, 1996.

<PAGE>

SCUDDER DEVELOPMENT FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
---------------------------
<TABLE>
<CAPTION>
PART A
- ------

Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
<S> <C> <C>
1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information

4. General Description of INVESTMENT OBJECTIVES AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION

5. Management of the Fund FINANCIAL HIGHLIGHTS
A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
TRUSTEES AND OFFICERS

5A. Management's Discussion NOT APPLICABLE
of Fund Performance

6. Capital Stock and Other DISTRIBUTION AND PERFORMANCE INFORMATION--Dividends
Securities and capital gains distributions
FUND ORGANIZATION
TRANSACTION INFORMATION--Tax information
SHAREHOLDER BENEFITS--SAIL(TM)--Scudder Automated
Information Line, Dividend reinvestment plan, T.D.D. service for the
hearing impaired
HOW TO CONTACT SCUDDER

7. Purchase of Securities FUND ORGANIZATION--Underwriter
Being Offered PURCHASES
TRANSACTION INFORMATION--Purchasing shares, Share price,
Processing time, Minimum balances, Third party transactions
SHAREHOLDER BENEFITS--Dividend reinvestment plan
SCUDDER TAX-ADVANTAGED RETIREMENT PLANS
INVESTMENT PRODUCTS AND SERVICES

8. Redemption or EXCHANGES AND REDEMPTIONS
Repurchase TRANSACTION INFORMATION--Redeeming shares, Tax
identification number, Minimum balances

9. Pending Legal NOT APPLICABLE
Proceedings

Cross Reference - Page 1
<PAGE>

PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
- -------- ------------ ----------------------

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and FUND ORGANIZATION
History

13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Brokerage Commissions,
Portfolio turnover

14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION

15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities

16. Investment Advisory and INVESTMENT ADVISER
Other Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information

17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions, Portfolio
and Other Practices Turnover

18. Capital Stock and FUND ORGANIZATION
Other Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

19. Purchase, Redemption PURCHASES
and Pricing of Securities EXCHANGES AND REDEMPTIONS
Being Offered FEATURES AND SERVICES OFFERED BY THE FUND--Dividend
and Capital Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS
</TABLE>

Cross Reference - Page 2
<PAGE>

SCUDDER SMALL COMPANY VALUE FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
---------------------------

<TABLE>
<CAPTION>
PART A
- ------

Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
<S> <C> <C>
1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial FINANCIAL HIGHLIGHTS
Information

4. General Description of INVESTMENT OBJECTIVES AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND
INVESTMENTS
FUND ORGANIZATION

5A. Management's Discussion NOT APPLICABLE
of Fund Performance

8. Redemption or EXCHANGES AND REDEMPTIONS
Repurchase TRANSACTION INFORMATION--Redeeming shares, Tax
identification number, Minimum balances

9. Pending Legal NOT APPLICABLE
Proceedings

Cross Reference - Page 3
<PAGE>

PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
- -------- ------------ ----------------------

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and FUND ORGANIZATION
History

13. Investment Objectives and THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
Policies PORTFOLIO TRANSACTIONS--Brokerage Commissions, Portfolio
turnover

14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION

15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities

16. Investment Advisory and INVESTMENT ADVISER
Other Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information

17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions, Portfolio
and Other Practices Turnover

18. Capital Stock and FUND ORGANIZATION
Other Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

19. Purchase, Redemption and PURCHASES
Pricing of Securities EXCHANGES AND REDEMPTIONS
Being Offered FEATURES AND SERVICES OFFERED BY THE FUND--Dividend
and Capital Gain Distribution Options
SPECIAL PLAN ACCOUNTS
NET ASSET VALUE

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS
</TABLE>

Cross Reference - Page 4
<PAGE>

SCUDDER MICRO CAP FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
---------------------------

<TABLE>
<CAPTION>
PART A
- ------

Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
<S> <C> <C>
1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial NOT APPLICABLE
Information

4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION

5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
TRUSTEES AND OFFICERS

5A. Management's Discussion of NOT APPLICABLE
Fund Performance

8. Redemption or EXCHANGES AND REDEMPTIONS
Repurchase TRANSACTION INFORMATION--Redeeming shares, Tax
identification number, Minimum balances

9. Pending Legal NOT APPLICABLE
Proceedings

Cross Reference - Page 5
<PAGE>

PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
- -------- ------------ ----------------------

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and FUND ORGANIZATION
History

13. Investment Objectives THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
and Policies PORTFOLIO TRANSACTIONS--Brokerage Commissions, Portfolio
turnover

14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION

15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities

16. Investment Advisory and INVESTMENT ADVISER
Other Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information

17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions, Portfolio
and Other Practices Turnover

18. Capital Stock and FUND ORGANIZATION
Other Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS
</TABLE>

Cross Reference - Page 6
<PAGE>

SCUDDER 21ST CENTURY GROWTH FUND
CROSS-REFERENCE SHEET

Items Required By Form N-1A
---------------------------

<TABLE>
<CAPTION>
PART A
- ------

Item No. Item Caption Prospectus Caption
- -------- ------------ ------------------
<S> <C> <C>
1. Cover Page COVER PAGE

2. Synopsis EXPENSE INFORMATION

3. Condensed Financial NOT APPLICABLE
Information

4. General Description of INVESTMENT OBJECTIVE AND POLICIES
Registrant WHY INVEST IN THE FUND?
ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS
FUND ORGANIZATION

5. Management of the Fund A MESSAGE FROM SCUDDER'S CHAIRMAN
FUND ORGANIZATION--Investment adviser, Transfer agent
SHAREHOLDER BENEFITS--A team approach to investing
TRUSTEES AND OFFICERS

5A. Management's Discussion of NOT APPLICABLE
Fund Performance

8. Redemption EXCHANGES AND REDEMPTIONS
or Repurchase TRANSACTION INFORMATION--Redeeming shares, Tax identification number,
Minimum balances

9. Pending Legal NOT APPLICABLE
Proceedings

Cross Reference - Page 7
<PAGE>

PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
- -------- ------------ ----------------------

10. Cover Page COVER PAGE

11. Table of Contents TABLE OF CONTENTS

12. General Information and FUND ORGANIZATION
History

13. Investment Objectives THE FUND'S INVESTMENT OBJECTIVE AND POLICIES
and Policies PORTFOLIO TRANSACTIONS--Brokerage Commissions,
Portfolio turnover

14. Management of the Fund INVESTMENT ADVISER
TRUSTEES AND OFFICERS
REMUNERATION

15. Control Persons and TRUSTEES AND OFFICERS
Principal Holders of
Securities

16. Investment Advisory and INVESTMENT ADVISER
Other Services DISTRIBUTOR
ADDITIONAL INFORMATION--Experts, Other Information

17. Brokerage Allocation PORTFOLIO TRANSACTIONS--Brokerage Commissions, Portfolio
and Other Practices Turnover

18. Capital Stock and FUND ORGANIZATION
Other Securities DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

20. Tax Status DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
TAXES

21. Underwriters DISTRIBUTOR

22. Calculation of PERFORMANCE INFORMATION
Performance Data

23. Financial Statements FINANCIAL STATEMENTS
</TABLE>

Cross Reference - Page 8
<PAGE>
Part A (the Prospectus for Scudder Micro Cap Fund)
--------------------------------------------------

Part A of this Post-Effective Amendment No. 44 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Securities Trust's
current Post-Effective Amendment No. 40 on Form N-1A filed on August 12, 1996
and to its definitive Rule 497(c) filing on August 20, 1996.

<PAGE>

Scudder Micro Cap Fund
Supplement to Prospectus
Dated August 12, 1996

The following table is to be inserted after the section entitled "Expense
information" on page 2.

The following table includes selected data for a share outstanding throughout
the period (a) 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 audited financial statements are available in
the Fund's Annual Report dated August 31, 1996 and may be obtained without
charge by writing or calling Scudder Investor Services, Inc.

For the Period
August 12, 1996
(commencement)
of operations)to
August 31, 1996
- --------------------------------------------------------------------------------
Net asset value, beginning of period ........................... $ 12.00
-------------
Income from investment operations: ............................. .01
Net investment income
Net realized and unrealized gain on investments ................ .06
-------------
Net asset value, end of period ................................. $ 12.07
- --------------------------------------------------------------------------------
TOTAL RETURN (%) (b) ........................................... .58(c)**
Ratios and Supplemental Data
Net assets, end of period ($ millions) ......................... 8
Ratio of operating expenses, net to average daily
net assets (%) ............................................... 1.75*
Ratio of operating expenses before expense reductions,
to average daily net assets (%) .............................. 22.06*

Ratio of net investment income to average daily net assets (%) . 2.58*
Portfolio turnover rate (%) .................................... None
Average commission rate paid ................................... $ .0323

(a) Per share amounts have been calculated using the weighted average shares
outstanding during the period.
(b) Total return is higher due to maintenance of the Fund's expenses.
(c) Total return does not reflect the effect of the 1% redemption fee on shares
held less than one year.
* Annualized
** Not annualized

February 7, 1997 PS335-2A-27
MIS48PS
SU480297

<PAGE>

Part B (the Statement of Additional Information for Scudder Micro Cap Fund)
- ---------------------------------------------------------------------------

Part B of this Post-Effective Amendment No. 44 to the Registration Statement is
incorporated by reference in its entirety to the Scudder Securities Trust's
current Post-Effective Amendment No. 40 on Form N-1A filed on August 12, 1996
and to its definitive Rule 497(c) filing on August 20, 1996.

<PAGE>

SCUDDER SECURITIES TRUST

Supplement to the Statement of Additional Information dated August 12,
1996.

The following text replaces the text under "Financial Statements" on page 47.

FINANCIAL STATEMENTS

The financial statements and notes, including the investment portfolio
of the Fund, together with the Financial Highlights, are incorporated by
reference and attached hereto in the Annual Report to Shareholders dated August
31, 1996, and are hereby deemed to be part of the Statement of Additional
Information.

February 7, 1997

<PAGE>

Scudder
Micro Cap
Fund

Annual Report
August 31, 1996

Pure No-Load(TM) Funds

A pure no-load(TM) (no sales charges) mutual fund which seeks long-term growth
of capital by investing primarily in a diversified portfolio of U.S. micro-cap
stocks.
<PAGE>

Table of Contents

3 Letter from the Fund's President
4 Portfolio Summary
5 Portfolio Management Discussion
7 Investment Portfolio
16 Financial Statements
19 Financial Highlights
20 Notes to Financial Statements
23 Report of Independent Accountants
25 Officers and Trustees
26 Investment Products and Services
27 How to Contact Scudder

2-Scudder Micro Cap Fund
<PAGE>

Letter From the Fund's President
Dear Shareholders,

We are pleased to welcome you as an investor in Scudder Micro Cap Fund, and
to present the first annual report for the Fund, covering the abbreviated fiscal
year which began with the commencement of operations on August 12, 1996 and
ended August 31, 1996. Going forward, you can expect to receive semiannual
updates on the Fund's investments and strategy, with the next report covering
the six-month period ending February 28, 1997.

In the few weeks since the Fund's inception, the U.S. stock market has
shown signs of resuming its upward trend, following several months of volatility
as investors reacted to mixed signals on the economy, interest rates, and
inflation. Small stocks in particular, whose recent performance had lagged the
overall market, rebounded in August. In this current market environment, Scudder
Micro Cap Fund has begun to implement its disciplined approach to uncovering
promising stocks from among America's smallest public companies.

For those of you who like to stay informed about new funds offered by
Scudder, we introduced two new equity funds in September. Scudder Classic Growth
Fund seeks long-term capital appreciation with a higher degree of principal
stability than the average growth fund. Scudder 21st Century Growth Fund takes a
more aggressive approach, focusing primarily on emerging growth companies with
the potential to benefit from the rapidly changing industrial and economic
landscape. For more information on these and other Scudder Fund products and
services, please turn to page 26.

Thank you for your interest and investment in Scudder Micro Cap Fund.
Please do not hesitate to contact Investor Relations at 1-800-225-2470 with any
questions regarding your account.

Sincerely,

/s/Daniel Pierce
Daniel Pierce
President,
Scudder Micro Cap Fund

3-Scudder Micro Cap Fund
<PAGE>

PORTFOLIO SUMMARY as of August 31, 1996

- -----------------------------
ASSET ALLOCATION
- -----------------------------
Common Stocks 55%
Cash Equivalents 45%
- -----------------------------
100%
=============================

The Fund's cash position is temporary and will be reduced
as the management team invests incoming assets.

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

- -----------------------------
SECTOR DIVERSIFICATION
(Excludes 45% Cash Equivalents)
- -----------------------------
Financial 23%
Consumer Discretionary 13%
Manufacturing 13%
Service Industries 9%
Construction 8%
Technology 7%
Consumer Staples 6%
Health 5%
Durables 4%
Other 12%
- -----------------------------
100%
=============================

The Fund's value-orientation has led significant positions in the financial,
consumer discretionary, and manufacturing groups.

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

- -----------------------------
TOP 10 HOLDINGS
- -----------------------------
DUCOMMUN, INC.
Manufacturer of components and sub-assemblies for areospace and wireless
telecommunications industries

ACETO CORP.
Manufacturer of industrial chemicals

MERCHANTS BANCORP, INC.
Commercial bank holding company

UPPER PENINSULAR ENERGY CORP.
Electric utility holding company

COLUMBIA BANKING SYSTEM, INC.
Bank holding company

CENTNNIAL BANCORP
Bank holding company

URS CORP
Infrasturcture projects involving transportation, pollution control, water
resources, hazardous waste management

STERLING BANCORP
Commercial bank holding company

ADVEST GROUP, INC.
Provider of banking and financial services

HUDSON GENERAL CORP.
Provider of baggage and freight handling and other aviation services

A number of top holdings are in the banking industry.

For more complete details about the Fund's Investment Portfolio, see page 7.
A monthly Investment Portfolio Summary and quarterly Portfolio Holdings are
available upon request.
- -------------------------------------------------------------------------------
4 - Scudder Micro Cap Fund
<PAGE>

Dear Shareholders,

Scudder Micro Cap Fund began operations on August 12, 1996. In the brief time
between its inception and the end of August, the Fund's net asset value per
share increased by .058% from $12.00 to $12.07.

Scudder Micro Cap Fund seeks long-term capital appreciation by investing in
America's smallest publicly traded stocks, known as micro-cap stocks. While most
equity mutual funds invest primarily among the 3,000 largest U.S. companies,
there are more than 7,000 companies traded on the leading national exchanges.
The Fund's investment universe is composed of those domestic issuers smaller
than the 3,000 largest U.S. companies, or those whose stock market values are
currently below $175 million. While generally more volatile than larger company
stocks, stocks from this segment of the market are issued by many promising
companies not closely followed by the investment community.

In pursuing growth from micro-cap stocks, the Fund utilizes a disciplined
process designed to identify stocks selling at prices that do not reflect the
long-term investment value of the underlying companies. We systematically
compare thousands of micro-cap stocks based on a proprietary model that
incorporates data on valuation, earnings, and financial stability. We then
employ further analysis to select portfolio holdings from among those stocks
that we have ranked highest and view as having overall acceptable risk. Our goal
is to build a diversified portfolio of reasonably priced micro cap companies
that offer prospects for superior capital appreciation.

At the end of August, Fund portfolio assets totaled $8.06 million, including 214
equity holdings of U.S. companies, ranging in size (value of shares outstanding)
from $10 to $121 million. The Fund's median market capitalization was $41
million. This compares to a $325 million median market capitalization for the
Russell 2000 Index of Small Companies and nearly $5 billion for the typical S&P
500 company. The most significant portfolio weightings were in the financial,
consumer discretionary, manufacturing, and technology groups. The Fund's large
cash position (45% of assets) is temporary, reflecting the fact that, as a new
fund, its cash flows have been relatively high as a percent of total assets and
take time to invest.

5-Scudder Micro Cap Fund
<PAGE>

In the weeks since its inception, Scudder Micro Cap Fund has begun to implement
its disciplined approach to investing in the smallest stocks in the U.S. stock
market. We believe the Fund, with its focus on uncovering promising micro cap
stocks selling at reasonable valuations, is appropriate for long-term investors
seeking growth from this often overlooked segment of the stock market.

Sincerely,
Your Portfolio Management Team

/S/James M. Eysenbach /s/Philip S. Fortuna
James M. Eysenbach Philip S. Fortuna

Scudder Micro Cap Fund:
A Team Approach to Investing

Scudder Micro Cap 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 quantitative
analysts, traders and other investment specialists who work in Scudder's offices
across the United States and abroad. Scudder believes its team approach benefits
Fund investors by bringing together many disciplines and leveraging Scudder's
extensive resources.

James M. Eysenbach, Lead 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 nine years investment research and
management experience. Philip S. Fortuna, 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. Officers and Trustees

6-Scudder Micro Cap
<PAGE>

Investment Portfolio as of August 31, 1996

Principal Market
Amount ($) Value ($)
- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS 2.1%
- --------------------------------------------------------------------------------
Repurchase Agreement with State Street Bank and
Trust Company dated 8/30/96 at 5.23%, to be
repurchased at $166,096 on 9/3/96,
collateralized by a $170,000 U.S. Treasury
Note, 6.125%, 5/15/98 (Cost $166,000) .............. 166,000 166,000
----------
SHORT TERM NOTES 43.4%
- --------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 5.16%, 9/3/96 ...... 1,750,000 1,749,498

Student Loan Marketing Association, 5.18%, 9/3/96 .... 1,750,000 1,749,496

- --------------------------------------------------------------------------------
Total Short Term Notes (Cost $3,498,994) ............. 3,498,994
- --------------------------------------------------------------------------------

Shares
- --------------------------------------------------------------------------------

COMMON STOCKS 54.5%
- --------------------------------------------------------------------------------
Consumer Discretionary 7.3%

Apparel & Shoes 0.6%

Hyde Athletic Industries, Inc. "B"* .................. 3,700 19,888

Michael Anthony Jewelers, Inc.* ...................... 1,200 3,600

Pubco Corp.* ......................................... 3,400 26,775
----------
50,263
----------
Department & Chain Stores 1.1%

Drug Emporium, Inc.* ................................. 5,200 21,613

Duckwall-ALCO Stores, Inc.* .......................... 2,100 28,875

Fred's, Inc. "A" ..................................... 3,000 28,500

Harold's Stores, Inc.* ............................... 400 5,700
----------
84,688
----------
Home Furnishings 1.5%

Ameriwood Industries International Corp.* ............ 3,100 22,475

Baldwin Piano & Organ Co.* ........................... 1,900 28,975

National Picture & Frame Co.* ........................ 3,400 36,550

Seaman Furniture Co.* ................................ 1,700 32,300
----------
120,300
----------
Hotels & Casinos 0.4%

Amerihost Properties, Inc.* .......................... 1,000 8,000

International Thoroughbred Breeders, Inc.* ........... 1,000 3,625

Sonesta International Hotels Corp. "A" ............... 2,400 22,800
----------
34,425
----------
Recreational Products 0.9%

ERO, Inc.* ........................................... 6,300 29,138

Equity Marketing Inc.* ............................... 1,700 22,738

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

7 - SCUDDER MICRO CAP FUND

<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------

Escalade, Inc.* ...................................... 1,900 16,031

Foundation Powerboat Industries, Inc.* ............... 500 6,000
----------
73,907
----------
Restaurants 0.6%

Benihana, Inc. "A"* .................................. 2,200 21,725

El Chico Restaurants, Inc.* .......................... 1,700 13,175

Skyline Chili, Inc.* ................................. 3,700 14,338
----------
49,238
----------
Specialty Retail 2.2%

Amplicon, Inc. ....................................... 200 3,750

Bell Microproducts, Inc.* ............................ 3,700 29,138

Brookstone, Inc. ..................................... 2,900 31,538

D.I.Y. Home Warehouse, Inc.* ......................... 3,300 16,913

Natural Wonders, Inc.* ............................... 4,100 19,731

Rent-Way, Inc. ....................................... 2,300 31,625

S & K Famous Brands, Inc.* ........................... 3,300 27,225

Transnet Corp.* ...................................... 7,500 15,938
----------
175,858
----------
Consumer Staples 3.0%

Food & Beverage 1.9%

Chock Full O'Nuts Corp. .............................. 6,300 31,500

Foodarama Supermarkets, Inc.* ........................ 600 10,538

Hain Food Group, Inc.* ............................... 4,900 17,150

Schultz Sav-O Stores, Inc. ........................... 2,800 37,100

Seaway Food Town, Inc. ............................... 1,700 30,600

Suprema Specialties, Inc.* ........................... 4,600 24,725
----------
151,613
----------
Package Goods/Cosmetics 0.5%

Alfin, Inc.* ......................................... 5,700 12,469

Allou Health & Beauty, Inc. "A"* ..................... 4,600 25,300
----------
37,769
----------
Textiles 0.6%

Premiumwear Inc.* .................................... 1,900 19,713

Worldtex, Inc.* ...................................... 5,600 33,600
----------
53,313
----------

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

8 - SCUDDER MICRO CAP FUND
<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------

Health 2.9%

Biotechnology 0.1%

Synbiotics Corp.* .................................... 3,000 12,188
----------
Health Industry Services 1.1%

Healthcare Services Group, Inc.* ..................... 2,900 26,825

SMT Health Services, Inc. ............................ 3,300 23,100

Staff Builders, Inc. "A"* ............................ 6,500 19,906

Star Multi Care Services, Inc. ....................... 2,600 17,550
----------
87,381
----------
Hospital Management 0.3%

National Home Health Care Corp. ...................... 3,500 21,875
----------

Medical Supply & Specialty 1.4%

Akorn, Inc.* ......................................... 7,100 15,975

Colorado Medtech, Inc.* .............................. 4,300 12,363

Luther Medical Products, Inc.* ....................... 3,000 12,750

Moore Medical Corp.* ................................. 2,200 23,100

National Patent Development Corp.* ................... 2,800 26,250

Osteotech, Inc.* ..................................... 2,800 17,850

Trans Leasing International, Inc. .................... 1,400 4,725
----------
113,013
----------
Financial 12.7%

Banks 10.5%

Andover Bancorp, Inc. ................................ 1,400 35,525

Centennial Bancorp ................................... 3,100 38,750

Center Banks, Inc. ................................... 1,400 18,900

Coastal Bancorp, Inc. ................................ 500 9,250

Columbia Banking System, Inc. ........................ 2,600 40,300

Community Bankshares, Inc. ........................... 800 14,800

Eastern Bancorp, Inc. ................................ 1,800 31,950

FNB Rochester Corp.* ................................. 2,300 22,138

Fed One Bancorp ...................................... 1,000 14,500

First Citizens Financial Corp. ....................... 1,300 21,775

First Essex Bancorp .................................. 2,100 23,363

First Federal Savings Bank of Siouxland .............. 1,000 24,750

First Georgia Holding, Inc. .......................... 3,700 26,825

First Mutual Savings Bank ............................ 200 2,700

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

9 - SCUDDER MICRO CAP FUND
<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------

First Oak Brook Bancshares, Inc. "A" ................. 1,700 36,125

First Republic Bancorp, Inc.* ........................ 1,700 22,738

Granite State Bankshares, Inc. ....................... 1,600 29,200

Haverfield Corp. ..................................... 1,500 25,500

Lawrence Savings Bank* ............................... 3,500 21,000

Merchants Bancorp, Inc. .............................. 1,400 42,700

Mid Continent Bancshares, Inc. ....................... 1,400 26,775

Midconn Bank ......................................... 1,100 21,450

New Milford Bank & Trust Co. ......................... 2,200 26,400

Newnan Holdings, Inc. ................................ 1,000 21,000

Northrim Bank ........................................ 3,100 25,188

PonceBank ............................................ 1,700 30,175

Progress Financial Corp. ............................. 2,800 18,200

Redwood Empire Bancorp* .............................. 2,900 28,638

SJNB Financial Corp. ................................. 1,400 26,600

Sterling Bancorp ..................................... 3,300 37,538

Sterling Bancshares, Inc. ............................ 1,500 21,375

Tolland Bank* ........................................ 1,200 12,375

United Federal Savings Bank .......................... 3,300 23,925

Warren Bancorp, Inc. ................................. 1,700 20,613
----------
843,041
----------
Insurance 1.0%

Cotton States Life Insurance ......................... 2,400 28,200

Penn-America Group, Inc. ............................. 2,300 37,375

Seibels Bruce Group, Inc.* ........................... 7,600 15,675
----------
81,250
----------
Business Finance 0.5%

Advest Group, Inc.* .................................. 3,800 37,525
----------

Other Financial Companies 0.3%

First Cash, Inc.* .................................... 5,000 25,000
----------

Real Estate 0.4%

Grubb & Ellis Co.* ................................... 3,000 11,625

New Mexico & Arizona Land Co. ........................ 1,900 24,700
----------
36,325
----------

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

10 - SCUDDER MICRO CAP FUND
<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------

Media 0.4%

Broadcasting & Entertainment

Live Entertainment, Inc.* ............................ 2,500 10,625

Vaughn Communications, Inc.* ......................... 2,000 24,500
----------
35,125
----------
Service Industries 5.0%

Environmental Services 1.4%

Air-Cure Technologies, Inc.* ......................... 7,200 27,000

GZA GeoEnvironmental Technologies, Inc.* ............. 4,300 13,438

Scope Industries, Inc. ............................... 900 35,100

URS Corp.* ........................................... 4,900 37,975
----------
113,513
----------
Investment 0.6%

H.D. Vest, Inc.* ..................................... 2,900 15,225

Kinnard Investment Inc.* ............................. 3,600 18,450

M.H. Meyerson & Co, Inc. ............................. 3,400 12,538
----------
46,213
----------
Miscellaneous Commercial Services 2.5%

American Physicians Service Group, Inc.* ............. 2,600 16,250

Automobile Protection Corp.* ......................... 4,800 23,400

General Employment Enterprises, Inc. ................. 1,800 21,375

General Physics Corp. ................................ 5,100 19,125

Joule, Inc.* ......................................... 3,600 18,900

LCS Industries, Inc. ................................. 1,600 19,200

RCM Technologies, Inc.* .............................. 2,300 21,850

Sudbury, Inc.* ....................................... 2,700 29,025

TRM Copy Centers Corp.* .............................. 3,300 34,650
----------
203,775
----------
Miscellaneous Consumer Services 0.5%

ACE Cash Express, Inc.* .............................. 2,500 35,625
----------

Durables 2.4%

Aerospace 1.6%

Aeroflex, Inc.* ...................................... 3,800 19,475

Ducommun, Inc.* ...................................... 2,800 46,550

ECC International Corp.* ............................. 3,900 30,225

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

11 - SCUDDER MICRO CAP FUND
<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------

Engineered Support Systems, Inc. ..................... 3,400 29,325
----------
125,575
----------
Automobiles 0.2%

Williams Controls, Inc.* ............................. 7,300 19,163
----------

Construction/Agricultural Equipment 0.4%

Portec, Inc.* ........................................ 3,400 32,725
----------

Leasing Companies 0.2%

Sunrise Resources Inc.* .............................. 4,300 18,275
----------

Manufacturing 7.0%

Chemicals 0.9%

AG Services of America, Inc.* ........................ 2,300 26,450

Aceto Corp. .......................................... 3,600 45,450
----------
71,900
----------
Electrical Products 1.0%

Bel Fuse, Inc.* ...................................... 3,600 36,000

SL Industries, Inc. .................................. 2,900 27,188

Valley Forge Corp. ................................... 1,400 18,463
----------
81,651
----------
Industrial Specialty 3.3%

Badger Meter, Inc. ................................... 400 12,525

Dynamic Materials Corp.* ............................. 3,000 21,000

Graham Corp. ......................................... 2,500 27,188

Insteel Industries, Inc. ............................. 4,600 31,050

Met-Pro Corp. ........................................ 2,800 37,450

Rotonics Manufacturing, Inc. ......................... 9,800 14,088

Sifco Industries, Inc.* .............................. 3,100 30,613

Talley Industries, Inc.* ............................. 3,900 30,713

Temtex Industries, Inc.* ............................. 4,200 14,700

Tokheim Corp.* ....................................... 3,500 33,250

Vitronics Corp.* ..................................... 9,200 14,950
----------
267,527
----------
Machinery/Components/Controls 0.8%

Chicago Rivet & Machine Co. .......................... 800 26,000

Devlieg-Bullard, Inc.* ............................... 7,000 15,750

Trans-Industries, Inc.* .............................. 3,900 19,500
----------
61,250
----------

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

12 - SCUDDER MICRO CAP FUND
<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------

Office Equipment/Supplies 0.6%

Dixon Ticonderoga Co.* ............................... 2,800 20,650

TAB Products Co. ..................................... 4,300 30,100
----------
50,750
----------
Specialty Chemicals 0.4%

Melamine Chemicals, Inc.* ............................ 3,700 27,288
----------

Technology 4.0%

Computer Software 0.8%

Concurrent Computer Corp.* ........................... 9,900 14,850

Data Systems & Software, Inc.* ....................... 5,400 30,375

Metatec Corp. "A"* ................................... 2,500 22,813
----------
68,038
----------
Diverse Electronic Products 0.6%

Impact Systems, Inc.* ................................ 4,300 8,600

SBS Technologies, Inc.* .............................. 1,600 22,800

WPI Group, Inc.* ..................................... 2,000 18,000
----------
49,400
----------
EDP Peripherals 0.6%

Key Tronic Corp.* .................................... 3,500 23,188

Printronix, Inc. ..................................... 1,800 24,300
----------
47,488
----------
Electronic Components/Distributors 1.7%

Alpha Technologies Group, Inc.* ...................... 5,800 29,725

IEC Electronics Corp. (New)* ......................... 4,300 32,788

Jaco Electronics, Inc. ............................... 4,200 33,600

Merrimac Industries, Inc. ............................ 2,200 23,925

Nu Horizons Electronics Inc.* ........................ 2,400 19,800
----------
139,838
----------
Semiconductors 0.3%

Diodes, Inc.* ........................................ 3,400 20,400
----------

Energy 2.2%

Oil & Gas Production 1.1%

Alamco, Inc.* ........................................ 700 7,875

Hallwood Energy Partners, L.P. ....................... 3,300 21,450

Key Production Co., Inc.* ............................ 2,500 21,875

McFarland Energy, Inc.* .............................. 1,700 17,425

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

13 - SCUDDER MICRO CAP FUND
<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------

Resource America, Inc. "A" ........................... 1,400 19,600
----------
88,225
----------
Oilfield Services/Equipment 1.1%

American Oilfield Divers, Inc.* ...................... 3,900 37,050

Dawson Geophysical Co.* .............................. 2,900 26,825

Industrial Holdings Inc.* ............................ 3,600 29,250
----------
93,125
----------
Metals & Minerals 0.2%

Steel & Metals

Friedman Industries, Inc. ............................ 900 4,163

NS Group, Inc.* ...................................... 5,000 15,000
----------
19,163
----------
Construction 4.2%

Building Materials 1.4%

A.P. Green Industries, Inc. .......................... 1,400 33,600

Eljer Industries, Inc.* .............................. 2,400 24,900

Genlyte Group, Inc.* ................................. 4,200 34,125

Strober Organization, Inc.* .......................... 4,000 17,500
----------
110,125
----------
Building Products 0.8%

Shelter Components Corp. ............................. 2,700 34,425

Thermal Industries, Inc. ............................. 3,000 25,500
----------
59,925
----------
Homebuilding 0.9%

Engle Homes, Inc. .................................... 3,700 28,675

Kit Manufacturing Company* ........................... 1,000 12,500

Starrett Corp. ....................................... 3,000 32,250
----------
73,425
----------
Miscellaneous 1.1%

ACMAT Corp. "A"* ..................................... 2,500 30,625

MYR Group Inc. ....................................... 3,000 32,250

Turner Corp.* ........................................ 2,700 28,350
----------
91,225
----------
Transportation 1.5%

Air Freight 0.7%

Golden Eagle Group, Inc.* ............................ 4,600 18,975

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

14 - SCUDDER MICRO CAP FUND
<PAGE>

Market
Shares Value ($)
- --------------------------------------------------------------------------------

Hudson General Corp. ................................. 1,000 37,500
----------
56,475
----------
Airlines 0.4%

Mercury Air Group, Inc. .............................. 3,500 25,813
----------

Railroads 0.2%

Providence & Worcester Railroad Co. .................. 2,500 17,500
----------

Trucking 0.2%

Morgan Group, Inc. "A" ............................... 2,300 17,825
----------

Utilities 1.7%

Electric Utilities 0.7%

Unitil Corp. ......................................... 800 17,600

Upper Peninsular Energy Corp. ........................ 2,200 41,250
----------
58,850
----------
Natural Gas Distribution 0.4%

Valley Resources, Inc. ............................... 2,700 32,231
----------

Water Supply 0.4%

Dominguez Services Corp. ............................. 200 4,650

Southwest Water Co. .................................. 2,000 26,500
----------
31,150
----------
Miscellaneous 0.2%

Florida Public Utilities Co. ......................... 800 16,334
- --------------------------------------------------------------------------------
Total Common Stocks (Cost $4,371,642) ................ 4,395,882
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
Total Investment Portfolio - 100.0% (Cost $8,036,636) (a) 8,060,876
- --------------------------------------------------------------------------------

* Non-income producing security.

(a) The cost for federal income tax purposes was $8,036,636. At August 31,
1996, net unrealized appreciation for all securities based on tax cost was
$24,240. This consisted of aggregate gross unrealized appreciation for all
securities in which there was an excess of market value over tax cost of
$89,929 and aggregate gross unrealized depreciation for all securities in
which there was an excess of tax cost over market value of $65,689.

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

15 - SCUDDER MICRO CAP FUND
<PAGE>

Financial Statements

Statement of Assets and Liabilities
as of August 31, 1996

Assets
- --------------------------------------------------------------------------------
Investments, at market (identified cost
$8,036,636) (Note A) .................................... $8,060,876
Cash ...................................................... 269,441
Receivable for Fund shares sold ........................... 427,336
Dividends and interest receivable ......................... 977
Due from the Adviser (Note C) ............................. 26,936
Deferred organization expenses (Note A) ................... 26,309
----------
Total assets .............................................. 8,811,875

Liabilities
- --------------------------------------------------------------------------------
Payable for investments purchased ......................... $ 889,903
Accrued organization fee (Note C) ......................... 26,600
Other accrued expenses (Note C) ........................... 29,971
----------
Total liabilities ......................................... 946,474
----------------------------------------------------------------------------
Net assets, at market value ............................... $7,865,401
----------------------------------------------------------------------------
Net Assets
- --------------------------------------------------------------------------------
Net assets consist of:
Undistributed net investment income ....................... $ 4,890
Unrealized appreciation on investments .................... 24,240
Shares of beneficial interest ............................. 6,519
Additional paid-in capital ................................ 7,829,752
----------------------------------------------------------------------------
Net assets, at market value ............................... $7,865,401
----------------------------------------------------------------------------
Net Asset Value
- --------------------------------------------------------------------------------
Net Asset Value, offering and redemption
price (Note A) per share ($7,865,401 /
651,850 outstanding shares of beneficial
interest, $.01 par value, unlimited number ----------
of shares authorized) ................................... $ 12.07
----------

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

16 - SCUDDER MICRO CAP FUND

<PAGE>

Statement of Operations
for the period August 12, 1996
(commencement of operations) to August 31, 1996

Investment Income
- --------------------------------------------------------------------------------
Income:
Dividends ..................................................... $ 1,035
Interest ...................................................... 7,181
--------
8,216
Expenses:
Management fee (Note C) ....................................... $ 1,426
Services to shareholders (Note C) ............................. 9,475
Custodian and accounting fees (Note C) ........................ 4,842
Trustees' fee (Note C) ........................................ 1,087
Auditing ...................................................... 10,000
State registration ............................................ 4,159
Reports to shareholders ....................................... 3,738
Legal ......................................................... 2,250
Federal registration .......................................... 2,726
Amortization of organization expense (Note A) ................. 291
Other ......................................................... 1,837
--------
Total expenses before reductions .............................. 41,831
Expense reductions (Note C) ................................... (38,505)
--------
Expenses, net ................................................. 3,326
----------------------------------------------------------------------------
Net investment income ......................................... 4,890
----------------------------------------------------------------------------

Realized and unrealized gain (loss) on investment transactions
- --------------------------------------------------------------------------------
Net unrealized appreciation during the period on investments .. 24,240
----------------------------------------------------------------------------
Net increase in net assets resulting from operations .......... $ 29,130
----------------------------------------------------------------------------

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

17 - SCUDDER MICRO CAP FUND

<PAGE>

Statement of Changes in Net Assets

For the Period
August 12, 1996
(commencement of
operations) to
Increase (Decrease) in Net Assets August 31, 1996
- --------------------------------------------------------------------------------
Operations:
Net investment income ...................................... $ 4,890
Net unrealized appreciation on investment transactions
during the period ........................................ 24,240
-----------
Net increase in net assets resulting from operations ....... 29,130
-----------
Fund share transactions:
Proceeds from shares sold .................................. 7,839,168
Cost of shares redeemed .................................... (4,097)
-----------
Net increase in net assets from Fund share transactions .... 7,835,071
-----------
Increase in net assets ..................................... 7,864,201
Net assets at beginning of period .......................... 1,200
Net assets at end of period (including undistributed -----------
net investment income of $4,890) ........................... $ 7,865,401
-----------
Other information
- -------------------------------------------------------------------------------
Increase (decrease) in Fund shares

Shares outstanding at beginning of period .................. 100
-----------
Shares sold ................................................ 652,092
Shares redeemed ............................................ (342)
-----------
Net increase in Fund shares ................................ 651,750
-----------
Shares outstanding at end of period ........................ 651,850
-----------

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

18 - SCUDDER MICRO CAP FUND

<PAGE>

Financial Highlights

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

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

19 - SCUDDER MICRO CAP FUND

<PAGE>

NOTES TO FINANCIAL STATEMENTS

A. Significant Accounting Policies

Scudder Micro Cap Fund (the "Fund") is a diversified series of Scudder
Securities Trust, a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company.

Due to investment considerations, it is presently intended that the Fund will
close to new individual investors when total assets of the Fund reach $100
million. It is anticipated that current individual shareholders of the Fund will
be able to continue to invest in the Fund after it reaches $100 million in total
assets. Further, the Fund will remain open to investment through qualified
retirement plans. If the Fund closes at $100 million in total assets as
currently expected, the Trustees may determine to reopen the Fund at some point
based on market conditions and other factors.

The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which require the use of management estimates.
The policies described below are followed consistently by the Fund in the
preparation of its financial statements.

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 Board of Trustees.

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.

REDEMPTION FEES. In general, shares of the Fund may be redeemed at net asset
value. However, upon the redemption or exchange of shares held by shareholders
for less than one year, a fee of 1% of the lower of cost or the current net
asset value of the shares will be assessed and retained by the Fund for the
benefit of the remaining shareholders. The redemption fee is accounted for as an
addition to paid-in capital.

20 - SCUDDER MICRO CAP FUND
<PAGE>

DISTRIBUTION OF INCOME AND GAINS. Distributions of net investment income, if
any, 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. 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.

Organization Costs. Costs incurred by the Fund in connection with its
organization have been deferred and are being amortized on a straight-line basis
over a five-year period.

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 period August 12, 1996 (commencement of operations) to August 31,
1996, purchases and sales of investment securities (excluding short-term
investments) aggregated $4,371,642 and $0, respectively.

C. Related Parties

Under the Fund's Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Fund pays the Adviser a fee equal to
an annual rate of 0.75% of the Fund's average daily net assets, 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,
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. In
addition, the Adviser has agreed not to impose all or a portion of its
management fee until August 31, 1997 in order to maintain the annualized
expenses of the Fund at not more than 1.75% of average daily net assets. For the
period August 12, 1996 (commencement of operations) to August 31, 1996, the
Adviser did not impose any of its management fee amounting to $1,426. Further,
due to the limitations of such Agreement, the Adviser's reimbursement payable to
the Fund for the period August 12, 1996 (commencement of operations) to August
31, 1996, amounted to $26,936.

21 - SCUDDER MICRO CAP FUND
<PAGE>

Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the Fund. For the
period August 12, 1996 (commencement of operations) to August 31, 1996, SSC did
not impose any of its fee amounting to $6,925.

Scudder Trust Company ("STC"), a subsidiary of the Adviser, provides
recordkeeping and other services in connection with certain retirement and
employee benefit plans invested in the Fund. There were no fees during the
period August 12, 1996 (commencement of operations) to August 31, 1996.

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the period August
12, 1996 (commencement of operations) to August 31, 1996, SFAC did not impose
any of its fee amounting to $2,131.

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 period August 12, 1996 (commencement of operations) to August 31, 1996 the
Trustees did not impose any of its fee amounting to $1,087.

22 - SCUDDER MICRO CAP FUND
<PAGE>

Report of Independent Accountants

To the Trustees of Scudder Securities Trust
and the Shareholders of Scudder Micro Cap Fund:

We have audited the accompanying statement of assets and liabilities of Scudder
Micro Cap Fund, including the investment portfolio, as of August 31, 1996, and
the related statement of operations, the statement of changes in net assets, and
the financial highlights for the period August 12, 1996 (commencement of
operations) to August 31, 1996. 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 audit.

We conducted our audit 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 August 31, 1996 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 audit provides 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 Micro Cap Fund as of August 31, 1996, the results of its operations, the
changes in its net assets and the financial highlights for the period August 12,
1996 (commencement of operations) to August 31, 1996, in conformity with
generally accepted accounting principles.

Boston, Massachusetts COOPERS & LYBRAND L.L.P.
October 7, 1996

23 - SCUDDER MICRO CAP FUND

This Page
intentionally
left blank

24-Scudder Micro Cap Fund
<PAGE>
Officers and Trustees

Daniel Pierce*
President and Trustee

Paul Bancroft III
Trustee; Venture Capitalist and Consultant

Thomas J. Devine
Trustee; Consultant

Keith R. Fox
Trustee; President, Exeter Capital Management Corporation

Dudley H. Ladd*
Trustee

Dr. Wilson Nolen
Trustee; Consultant

Juris Padegs*
Trustee

Dr. Gordon Shillinglaw
Trustee; Professor Emeritus of Accounting, Columbia University
Graduate School of Business

Robert W. Lear
Honorary Trustee; Executive-in-Residence, Visiting Professor,
Columbia University Graduate School of Business

Robert G. Stone, Jr.
Honorary Trustee; Chairman of the Board and Director, Kirby Corporation

Edmund R. Swanberg*
Honorary Trustee

Peter Chin*
Vice President

James M. Eysenbach*
Vice President

Philip S. Fortuna*
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.

25-Scudder Micro Cap Fund

<PAGE>

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*

Growth and Income
Scudder Balanced Fund
Scudder Growth and Income Fund

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

Growth
Scudder Capital Growth Fund
Scudder Classic Growth Fund
Scudder Development Fund
Scudder Emerging Markets Growth Fund
Scudder Global Discovery Fund
Scudder Global Fund
Scudder Gold Fund
Scudder Greater Europe Growth Fund
Scudder International Fund
Scudder Latin America Fund
Scudder Micro Cap Fund
Scudder Pacific Opportunities Fund
Scudder Small Company Value Fun
Scudder 21st Century Growth 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

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.

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.

26-Scudder Micro Cap Fund
<PAGE>
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

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

Visit the Scudder World Wide Web Site at:
- --------------------------------------------------------------------------------
http://funds.scudder.com

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 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.

27-Scudder Micro Cap Fund
<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 over 40 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.

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

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

<PAGE>

PART C. OTHER INFORMATION

<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<S> <C>
a. Financial Statements

Included in Part A of this Registration Statement:

For Scudder Development Fund:

Financial highlights for the ten fiscal years ended June 30, 1996.
(Incorporated by reference to Post-Effective Amendment No. 43 to the Registration
Statement.)

For Scudder Small Company Value Fund:

Financial highlights for the period October 6, 1995 (commencement of operations)
to August 31, 1996.
(Incorporated by reference to Post-Effective Amendment No. 43 to the Registration
Statement.)

For Scudder Micro Cap Fund:

Financial highlights for the period August 12, 1996 (commencement of operations)
to August 31, 1996.

For Scudder 21st Century Growth Fund:

Financial highlights to be filed by amendment.

Included in Part B of this Registration Statement:

For Scudder Development Fund:

Investment Portfolio as of June 30, 1996
Statement of Assets and Liabilities as of June 30, 1996
Statement of Operations for the fiscal year ended June 30, 1996
Statements of Changes in Net Assets for the two fiscal years ended June 30, 1996
Financial Highlights for the ten fiscal years ended June 30, 1996
Notes to Financial Statements
Report of Independent Accountants
(Incorporated by reference to Post-Effective Amendment No. 43 to the Registration
Statement.)

For Scudder Small Company Value Fund:

Investment Portfolio as of August 31, 1996
Statement of Assets and Liabilities as of August 31, 1996
Statement of Operations for the period October 6, 1995 (commencement of
operations) to August 31, 1996
Statement of Changes in Net Assets for the period October 6, 1995 (commencement
of operations) to August 31, 1996

Part C - Page 1
<PAGE>

Financial Highlights for the period October 6, 1995 (commencement of operations)
to August 31, 1996
Notes to Financial Statements
(Incorporated by reference to Post-Effective Amendment No. 43 to the Registration
Statement.)

For Scudder Micro Cap Fund:

Investment Portfolio as of August 31, 1996
Statement of Assets and Liabilities as of August 31, 1996
Statement of Operations for the period August 12, 1996 (commencement of
operations) to August 31, 1996
Statement of Changes in Net Assets for the period August 12, 1996 (commencement of operations)
to August 31, 1996
Financial Highlights for the period August 12, 1996 (commencement of operations)
to August 31, 1996
Notes to Financial Statements
Report of Independent Accountants

For Scudder 21st Century Growth Fund:

Statement of Assets and Liabilities as of September 5, 1996 and related notes.
(Incorporated by reference to Post-Effective Amendment No. 41 to the Registration
Statement.)

Statements, schedules and historical information other than those listed above have been
omitted since they are either not applicable or are not required.

b. Exhibits:

1. (a)(1) Amended and Restated Declaration of Trust dated December 21,
1987.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(a)(2) Amendment to Amended and Restated Declaration of Trust dated
December 13, 1990.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(a)(3) Amendment to Amended and Restated Declaration of Trust to
change the name of the Trust dated July 21, 1995 is filed herein.
(Incorporated by reference to Exhibit 1 (a)(3) to Post-Effective
Amendment No. 35 to the Registration Statement.)

Part C - Page 2
<PAGE>

(a)(4) Amendment to Amended and Restated Declaration of Trust to add
new series dated July 21, 1995.
(Incorporated by reference to Exhibit 1(a)(4) to Post-Effective
Amendment No. 35 to the Registration Statement.)

(a)(5) Establishment and Designation of Series dated June 6, 1996.
(Incorporated by reference to Exhibit 1(a)(5) to Post-Effective
Amendment No. 40 to the Registration Statement.)

2. (a) Amendment to the By-Laws Article IV: Notice of Meetings dated
December 12, 1991.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(b) By-Laws as of October 16, 1985.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(c) Amendment to the By-Laws of Registrant as amended through
December 9, 1985.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

3. Inapplicable.

4. Specimen certificate representing shares of beneficial interest ($.01
par value) for Scudder Development Fund.
(Incorporated by reference to Exhibit 4 to Post-Effective
Amendment No. 28 to the Registration Statement.)

5. (a) Investment Management Agreement between the Registrant, on
behalf of Scudder Development Fund, and Scudder, Stevens &
Clark, Inc. dated June 9, 1992.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(b) Investment Management Agreement between the Registrant, on
behalf of Scudder Development Fund, and Scudder, Stevens &
Clark, Inc. dated December 14, 1990.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(c) Investment Management Agreement between the Registrant, on
behalf of Scudder Small Company Value Fund, and Scudder,
Stevens & Clark, Inc. dated October 6, 1995.
(Incorporated by reference to Exhibit 5(c) to Post-Effective
Amendment No. 36 to the Registration Statement.)

Part C - Page 3
<PAGE>

(d) Investment Management Agreement between the Registrant, on
behalf of Scudder Micro Cap Fund, and Scudder, Stevens & Clark,
Inc. dated August 12, 1996.
(Incorporated by reference to Exhibit 5(d) to Post-Effective
Amendment No. 40 to the Registration Statement.)

(e) Investment Management Agreement between the Registrant, on
behalf of Scudder 21st Century Growth Fund, and Scudder, Stevens
& Clark, Inc. dated September 9, 1996.
(Incorporated by reference to Exhibit 5(e) to Post-Effective
Amendment No. 41 to the Registration Statement).

6. (a) Underwriting Agreement between the Registrant, on behalf of
Scudder Development Fund, and Scudder Investor Services, Inc.,
formerly Scudder Fund Distributors, Inc., dated December 31, 1985.
(Incorporated by reference to Exhibit 6 to Post-Effective
Amendment No. 25 to the Registration Statement.)

(b) Underwriting Agreement between the Registrant and Scudder
Investor Services, Inc., dated September 30, 1995.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

7. Inapplicable.

8. (a)(1) Custodian Contract between the Registrant, on behalf of Scudder
Development Fund, and Brown Brothers Harriman & Co. dated
April 1, 1980.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(a)(2) Fee schedule for Exhibit 8(a)(1).
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(a)(3) Custodian Contract between the Registrant and State Street Bank
and Trust Company dated September 6, 1995.
(Incorporated by reference to Exhibit 8(a)(3) to Post-Effective
Amendment No. 35 to the Registration Statement.)

(a)(4) Fee schedule for Exhibit 8(a)(3).
(Incorporated by reference to Exhibit 8(a)(4) to Post-Effective
Amendment No. 35 to the Registration Statement.)

(b)(1) Subcustodian Agreement between Brown Brothers Harriman & Co.
and The Bank of New York, London office, dated January 30, 1979.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(b)(2) Fee schedule for Exhibit 8(b)(1).
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

9. (a)(1) Transfer Agency and Service Agreement between the Registrant
and Scudder Service Corporation dated October 2, 1989.

Part C - Page 4
<PAGE>

(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(a)(2) Fee schedule for Exhibit 9(a)(1).
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(a)(3) Service Agreement between Copeland Associates, Inc., on behalf of
Scudder Development Fund, and Scudder Service Corporation dated
June 8, 1995.
(Incorporated by reference to Exhibit 9(a)(3) to Post-Effective
Amendment No. 35 to the Registration Statement.)

(a)(4) Revised fee schedule for Exhibit 9(a)(1).
(Incorporated by reference to Exhibit 9(a)(4) to Post-Effective
Amendment No. 37 to the Registration Statement.)

(b)(1) COMPASS Service Agreement between the Registrant and Scudder
Trust Company dated January 1, 1990.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(b)(2) Fee schedule for Exhibit 9(b)(1).
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(b)(3) COMPASS Service Agreement between the Registrant and Scudder
Trust Company.
(Incorporated by reference to Exhibit 9(b)(3) to Post-Effective
Amendment No. 37 to the Registration Statement.)

(d) Shareholder Services Agreement between the Registrant and
Charles Schwab & Co., Inc. dated June 1, 1990.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(e) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Development Fund, and Scudder Fund
Accounting Corporation dated March 21, 1995.
(Incorporated by reference to Exhibit 9(e) to Post-Effective
Amendment No. 35 to the Registration Statement.)

(f) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Small Company Value Fund, and Scudder Fund
Accounting Corporation dated October 6, 1995.
(Incorporated by reference to Exhibit 9(f) to Post-Effective
Amendment No. 37 to the Registration Statement.)

(g) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder Micro Cap Fund, and Scudder Fund Accounting
Corporation dated August 12, 1996.
(Incorporated by reference to Exhibit 9(g) to Post-Effective
Amendment No. 41 to the Registration Statement.)

Part C - Page 5
<PAGE>

(h) Fund Accounting Services Agreement between the Registrant, on
behalf of Scudder 21st Century Growth Fund, and Scudder Fund
Accounting Corporation dated September 9, 1996.
(Incorporated by reference to Exhibit 9(h) to Post-Effective
Amendment No. 41 to the Registration Statement.)

10. Inapplicable.

11. Consent of Independent Accountants is filed herein.

12. Inapplicable.

13. Inapplicable.

14. (a) Scudder Flexi-Plan for Corporations and Self-Employed
Individuals.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(b) Scudder Individual Retirement Plan.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(c) Scudder Funds 403(b) Plan.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(d) Scudder Employer-Select 403(b) Plan.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

(e) Scudder Cash or Deferred Profit Sharing Plan under Section 401(k).
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

15. Inapplicable.

16. Schedule for Computation of Performance Data.
(Incorporated by Reference to Post-Effective Amendment No. 43 to
the Registration Statement.)

17. Financial Data Schedule is filed herein.

18. Inapplicable.

Power of Attorney is incorporated by reference to the Signature Page of Post-Effective Amendment No. 30, Post-
Effective Amendment No. 37, Post-Effective Amendment No. 40 and Post-Effective Amendment No. 44.
</TABLE>

Item 25. Persons Controlled by or under Common Control with Registrant
- -------- -------------------------------------------------------------

None

Part C - Page 6
<PAGE>

Item 26. Number of Holders of Securities (as of January 22, 1997).
- -------- ---------------------------------------------------------

(1) (2)
Title of Class Number of Record Shareholders
-------------- -----------------------------

Shares of beneficial interest
($.01 par value)

Scudder Development Fund 52,705
Scudder Micro Cap Fund 6,023
Scudder Small Company Value Fund 7,478
Scudder 21st Century Growth Fund 1,623

Item 27. Indemnification
- -------- ---------------

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

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

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

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

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

(i) every person who is, or has been, a Trustee or
officer of the Trust shall be indemnified by the Trust to the
fullest extent permitted by law against all liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which

Part C - Page 7
<PAGE>

he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts
paid or incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other,
including appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.

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

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

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

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

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

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

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

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

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

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

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

Part C - page 8
<PAGE>

Item 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------

The Adviser has stockholders and employees who are denominated
officers but do not as such have corporation-wide
responsibilities. Such persons are not considered officers for
the purpose of this Item 28.

<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<S> <C>
Stephen R. Beckwith Director, Vice President, Assistant Treasurer, Chief Operating Officer & Chief
Financial Officer, Scudder, Stevens & Clark, Inc. (investment adviser)**

Lynn S. Birdsong Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
President & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
President, The Japan Fund, Inc. (investment company)**
Supervisory Director, The Latin America Income and Appreciation Fund N.V.
(investment company) +
Supervisory Director, The Venezuela High Income Fund N.V. (investment company) xx
Supervisory Director, Scudder Mortgage Fund (investment company)+
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities
I & II (investment company) +
Director, Canadian High Income Fund (investment company)#
Director, Hot Growth Companies Fund (investment company)#
Director, Sovereign High Yield Investment Company (investment company)+
Director, Scudder, Stevens & Clark (Luxembourg) S.A. (investment manager) #

Nicholas Bratt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President & Director, Scudder New Europe Fund, Inc. (investment company)**
President & Director, The Brazil Fund, Inc. (investment company)**
President & Director, The First Iberian Fund, Inc. (investment company)**
President & Director, Scudder International Fund, Inc. (investment company)**
President & Director, Scudder Global Fund, Inc. (President on all series except Scudder
Global Fund) (investment company)**
President & Director, The Korea Fund, Inc. (investment company)**
President & Director, Scudder New Asia Fund, Inc. (investment company)**
President, The Argentina Fund, Inc. (investment company)**
Vice President, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Vice President, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Vice President, Scudder, Stevens & Clark of Canada Ltd. (Canadian investment adviser)
Toronto, Ontario, Canada
Vice President, Scudder, Stevens & Clark Overseas Corporation^oo

E. Michael Brown Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Trustee, Scudder GNMA Fund (investment company)*
Trustee, Scudder U.S. Treasury Fund (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Cash Investment Trust (investment company)*
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*
Director & President, Scudder Realty Holding Corporation (a real estate holding
company)*
Director & President, Scudder Trust Company (a trust company)+++
Director, Scudder Trust (Cayman) Ltd.

Part C - Page 9
<PAGE>

Mark S. Casady Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director & Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director & Vice President, Scudder Service Corporation (in-house transfer agent)*
Director, SFA, Inc. (advertising agency)*

Linda C. Coughlin Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Chairman & Trustee, AARP Cash Investment Funds (investment company)**
Chairman & Trustee, AARP Growth Trust (investment company)**
Chairman & Trustee, AARP Income Trust (investment company)**
Chairman & Trustee, AARP Tax Free Income Trust (investment company)**
Chairman & Trustee, AARP Managed Investment Portfolios Trust (investment
company)**
Director & Senior Vice President, Scudder Investor Services, Inc. (broker/dealer)*
Director, SFA, Inc. (advertising agency)*

Margaret D. Hadzima Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Assistant Treasurer, Scudder Investor Services, Inc. (broker/dealer)*

Jerard K. Hartman Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder California Tax Free Trust (investment company)*
Vice President, Scudder Equity Trust (investment company)**
Vice President, Scudder Cash Investment Trust (investment company)*
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Global Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Vice President, Scudder Portfolio Trust (investment company)*
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder International Fund, Inc. (investment company)**
Vice President, Scudder Investment Trust (investment company)*
Vice President, Scudder Municipal Trust (investment company)*
Vice President, Scudder Mutual Funds, Inc. (investment company)**
Vice President, Scudder New Asia Fund, Inc. (investment company)**
Vice President, Scudder New Europe Fund, Inc. (investment company)**
Vice President, Scudder Securities Trust (investment company)*
Vice President, Scudder State Tax Free Trust (investment company)*
Vice President, Scudder Funds Trust (investment company)**
Vice President, Scudder Tax Free Money Fund (investment company)*
Vice President, Scudder Tax Free Trust (investment company)*
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
Vice President, Scudder Pathway Series (investment company)*
Vice President, Scudder Variable Life Investment Fund (investment company)*
Vice President, The Brazil Fund, Inc. (investment company)**
Vice President, The Korea Fund, Inc. (investment company)**
Vice President, The Argentina Fund, Inc. (investment company)**
Vice President & Director, Scudder, Stevens & Clark of Canada, Ltd. (Canadian
investment adviser) Toronto, Ontario, Canada
Vice President, The First Iberian Fund, Inc. (investment company)**
Vice President, The Latin America Dollar Income Fund, Inc. (investment company)**
Vice President, Scudder World Income Opportunities Fund, Inc. (investment company)**

Richard A. Holt Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Scudder Variable Life Investment Fund (investment company)*

Part C - Page 10
<PAGE>

Dudley H. Ladd Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President & Trustee, Scudder Cash Investment Trust (investment company)*
Director, Scudder Global Fund, Inc. (investment company)**
Director, Scudder International Fund, Inc. (investment company)**
Director, Scudder Mutual Fund, Inc. (investment company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Portfolio Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Securities Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Trustee, Scudder Equity Trust (investment company)**
Trustee, Scudder Funds Trust (investment company)**
Vice President, Scudder U.S. Treasury Money Fund (investment company)*
President & Director, SFA, Inc. (advertising agency)*
Senior Vice President & Director, Scudder Investor Services, Inc. (broker/dealer)*

John T. Packard Director, Scudder, Stevens & Clark, Inc. (investment adviser)**

Chairman, Vice President & Director, Scudder Global Fund, Inc. (investment company)**
Chairman & Director, Scudder New Europe Fund, Inc. (investment company)**
Chairman & Director, The First Iberian Fund, Inc. (investment company)**
Chairman & Director, Scudder International Fund, Inc. (investment company)**
Chairman & Director, Scudder New Asia Fund, Inc. (investment company)**
President & Trustee, Scudder Equity Trust (investment company)**
President & Trustee, Scudder GNMA Fund (investment company)*
President & Trustee, Scudder Portfolio Trust (investment company)*
President & Trustee, Scudder Funds Trust (investment company)**
President & Trustee, Scudder Securities Trust (investment company)*
President & Trustee, Scudder Investment Trust (investment company)*
President & Director, Scudder Institutional Fund, Inc. (investment company)**
President & Director, Scudder Fund, Inc. (investment company)**
President & Director, Scudder Mutual Funds, Inc. (investment company)**
Vice President & Trustee, Scudder Municipal Trust (investment company)*
Vice President & Trustee, Scudder Variable Life Investment Fund (investment company)*
Vice President & Trustee, Scudder Pathway Series (investment company)*
Trustee, Scudder California Tax Free Trust (investment company)*
Trustee, Scudder State Tax Free Trust (investment company)*
Vice President, Montgomery Street Income Securities, Inc. (investment company) o
Chairman & President, Scudder, Stevens & Clark of Canada, Ltd. (Canadian investment
adviser), Toronto, Ontario, Canada
Chairman & Director, Scudder Global Opportunities Funds (investment company)
Luxembourg
Chairman, Scudder, Stevens & Clark, Ltd. (investment adviser) London, England
President & Director, Scudder Precious Metals, Inc. xxx
Vice President, Director & Assistant Secretary, Scudder Realty Holdings Corporation
(a real estate holding company)*
Vice President, Director & Assistant Treasurer, Scudder Investor Services, Inc.
(broker/dealer)*
Director, Scudder Latin America Investment Trust PLC (investment company)@
Director, Fiduciary Trust Company (banking & trust company) Boston, MA
Director, Fiduciary Company Incorporated (banking & trust company) Boston, MA

Part C - Page 11
<PAGE>

Trustee, New England Aquarium, Boston, MA
Incorporator, Scudder Trust Company (a trust company)+++

Kathryn L. Quirk Director & Secretary, Scudder, Stevens & Clark, Inc. (investment adviser)**
Director, Vice President & Assistant Secretary, The Argentina Fund, Inc. (investment
company)**
Director, Vice President & Assistant Secretary, Scudder International Fund, Inc.
(investment company)**
Director, Vice President & Assistant Secretary, Scudder New Asia Fund (investment
company)**
Trustee, Vice President & Assistant Secretary, Scudder Equity Trust (investment
company)**
Trustee, Vice President & Assistant Secretary, Scudder Securities Trust (investment
company)*
Trustee, Vice President & Assistant Secretary, Scudder Funds Trust (investment
company)**
Trustee, Scudder Investment Trust (investment company)*
Trustee, Scudder Municipal Trust (investment company)*
Trustee, Scudder Tax Free Money Fund (investment company)*
Trustee, Scudder Tax Free Trust (investment company)*
Vice President & Secretary, AARP Growth Trust (investment company)**
Vice President & Secretary, AARP Income Trust (investment company)**
Vice President & Secretary, AARP Tax Free Income Trust (investment company)**
Vice President & Secretary, AARP Cash Investment Funds (investment company)**
Vice President & Secretary, AARP Managed Investment Portfolios Trust (investment
company)**
Vice President & Secretary, The Japan Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder World Income Opportunities Fund, Inc.
(investment company)**
Vice President & Assistant Secretary, The Korea Fund, Inc. (investment company)**
Vice President & Assistant Secretary, The Brazil Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Scudder Global Fund, Inc. (investment company)**
Vice President & Assistant Secretary, Montgomery Street Income Securities, Inc.
(investment company)^o
Vice President & Assistant Secretary, Scudder Mutual Funds, Inc. (investment
company)**
Vice President & Assistant Secretary, Scudder Pathway Series (investment company)*
Vice President & Assistant Secretary, Scudder New Europe Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, Scudder Variable Life Investment Fund
(investment company)*
Vice President & Assistant Secretary, The First Iberian Fund, Inc. (investment
company)**
Vice President & Assistant Secretary, The Latin America Dollar Income Fund, Inc.
(investment company)**
Vice President, Scudder Fund, Inc. (investment company)**
Vice President, Scudder Institutional Fund, Inc. (investment company)**
Vice President, Scudder GNMA Fund (investment company)*
Director, Senior Vice President & Clerk, Scudder Investor Services, Inc.
(broker/dealer)*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation (in-house
fund accounting agent)*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation (a real
estate holding company)*
Director & Clerk, Scudder Service Corporation (in-house transfer agent)*

Part C - Page 12
<PAGE>

Director, SFA, Inc. (advertising agency)*
Vice President & Assistant Secretary, Scudder Precious Metals, Inc. xxx

Cornelia M. Small Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
President, AARP Cash Investment Funds (investment company)**
President, AARP Growth Trust (investment company)**
President, AARP Income Trust (investment company)**
President, AARP Tax Free Income Trust (investment company)**
President, AARP Managed Investment Portfolio Trust (investment company)**

Edmond D. Villani Director, President & Chief Executive Officer, Scudder, Stevens & Clark, Inc.
(investment adviser)**
Chairman & Director, The Argentina Fund, Inc. (investment company)**
Chairman & Director, The Latin America Dollar Income Fund, Inc. (investment company)**
Chairman & Director, Scudder World Income Opportunities Fund, Inc. (investment
company)**
Supervisory Director, Scudder Mortgage Fund (investment company) +
Supervisory Director, Scudder Floating Rate Funds for Fannie Mae Mortgage Securities
I & II (investment company)+
Director, Scudder, Stevens & Clark Japan, Inc. (investment adviser)###
Director, The Brazil Fund, Inc. (investment company)**
Director, Indosuez High Yield Bond Fund (investment company) Luxembourg
President & Director, Scudder, Stevens & Clark Overseas Corporation oo
President & Director, Scudder, Stevens & Clark Corporation (Delaware) (investment
adviser)**
Director, Scudder Realty Advisors, Inc. (realty investment adviser) x
Director, IBJ Global Investment Management S.A., (Luxembourg investment management
company) Luxembourg, Grand-Duchy of Luxembourg

Stephen A. Wohler Director, Scudder, Stevens & Clark, Inc. (investment adviser)**
Vice President, Montgomery Street Income Securities, Inc. (investment company) o
</TABLE>

<TABLE>

<S> <C>
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
++ Two Prudential Plaza, 180 N. Stetson Avenue, Chicago, IL
+++ 5 Industrial Way, Salem, NH
o 101 California Street, San Francisco, CA
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
+ John B. Gorsiraweg 6, Willemstad Curacao, Netherlands Antilles
xx De Ruyterkade 62, P.O. Box 812, Willemstad Curacao, Netherlands Antilles
## 2 Boulevard Royal, Luxembourg
*** B1 2F3F 248 Section 3, Nan King East Road, Taipei, Taiwan
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
@ c/o Sinclair Hendersen Limited, 23 Cathedral Yard, Exeter, Devon, U.K.
</TABLE>

Item 29. Principal Underwriters.
- -------- -----------------------

(a) Scudder California Tax Free Trust
Scudder Cash Investment Trust
Scudder Equity Trust
Scudder Fund, Inc.
Scudder Funds Trust

Part C - Page 13
<PAGE>

Scudder Global Fund, Inc.
Scudder GNMA Fund
Scudder Institutional Fund, Inc.
Scudder International Fund, Inc.
Scudder Investment Trust
Scudder Municipal Trust
Scudder Mutual Funds, Inc.
Scudder Pathway Series
Scudder Portfolio Trust
Scudder Securities Trust
Scudder State Tax Free Trust
Scudder Tax Free Money Fund
Scudder Tax Free Trust
Scudder U.S. Treasury Money Fund
Scudder Variable Life Investment Fund
AARP Cash Investment Funds
AARP Growth Trust
AARP Income Trust
AARP Tax Free Income Trust
AARP Managed Investment Portfolios Trust
The Japan Fund, Inc.

<TABLE>
<CAPTION>
(b)

(1) (2) (3)

Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------
<S> <C> <C>
E. Michael Brown Assistant Treasurer None
Two International Place
Boston, MA 02110

Mark S. Casady Director and Vice President None
Two International Place
Boston, MA 02110

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

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

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

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

Thomas W. Joseph Director, Vice President, Vice President
Two International Place Treasurer and Assistant Clerk
Boston, MA 02110

Part C - Page 14
<PAGE>
Name and Principal Position and Offices with Positions and
Business Address Scudder Investor Services, Inc. Offices with Registrant
---------------- ------------------------------- -----------------------

Dudley H. Ladd Director and Senior Vice President Trustee
Two International Place
Boston, MA 02110

David S. Lee Director, President and Assistant Vice President
Two International Place Treasurer
Boston, MA 02110

Thomas F. McDonough Assistant Clerk Vice President and
Two International Place Secretary
Boston, MA 02110

Thomas H. O'Brien Assistant Treasurer None
345 Park Avenue
New York, NY 10154

Edward J. O'Connell Assistant Treasurer Assistant Vice President
345 Park Avenue and Treasurer
New York, NY 10154

Daniel Pierce Director, Vice President President and Trustee
Two International Place and Assistant Treasurer
Boston, MA 02110

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

Edmund J. Thimme Vice President None
345 Park Avenue
New York, NY 10154

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

David B. Watts Assistant Treasurer None
Two International Place
Boston, MA 02110

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

Part C - Page 15
<PAGE>

The Underwriter has employees who are denominated officers of an
operational area. Such persons do not have corporation-wide
responsibilities and are not considered officers for the purpose of
this Item 29.

<TABLE>
<CAPTION>
(c)

(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Principal Discounts and Redemptions Brokerage Other
Underwriter Commissions and Repurchases Commissions Compensation
----------- ----------- --------------- ----------- ------------
<S> <C> <C> <C> <C>

Scudder Investor None None None None
Services, Inc.
</TABLE>

Item 30. Location of Accounts and Records.
- -------- ---------------------------------

Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder are maintained by Scudder, Stevens &
Clark, Inc., Two International Place, Boston, MA 02110-4103.
Records relating to the duties of the Registrant's custodian
are maintained by State Street Bank and Trust Company,
Heritage Drive, North Quincy, Massachusetts. Records relating
to the duties of the Registrant's transfer agent are
maintained by Scudder Service Corporation, Two International
Place, Boston, Massachusetts.

Item 31. Management Services.
- -------- --------------------

Inapplicable.

Item 32. Undertakings.
- -------- -------------

Inapplicable.

Part C - Page 16

<PAGE>
SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Boston and the Commonwealth of Massachusetts on
the 7th day of February, 1997.

SCUDDER SECURITIES TRUST

By /s/Thomas F. McDonough
----------------------
Thomas F. McDonough, Vice President
and Secretary

Pursuant to the requirements of the Securities Act of 1933, this amendment
to its Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

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

/s/Daniel Pierce
- ---------------------------------------
Daniel Pierce* President (Principal Executive February 7, 1997
Officer) and Trustee

/s/Paul Bancroft III
- ---------------------------------------
Paul Bancroft III* Trustee February 7, 1997

/s/Thomas J. Devine
- ---------------------------------------
Thomas J. Devine* Trustee February 7, 1997

/s/Keith R. Fox
- ---------------------------------------
Keith R. Fox* Trustee February 7, 1997

/s/Dudley H. Ladd
- ---------------------------------------
Dudley H. Ladd* Trustee February 7, 1997

/s/Wilson Nolen
- ---------------------------------------
Wilson Nolen* Trustee February 7, 1997

/s/Gordon Shillinglaw
- ---------------------------------------
Gordon Shillinglaw* Trustee February 7, 1997

<PAGE>

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

/s/Pamela A. McGrath
- ---------------------------------------
Pamela A. McGrath Vice President and Treasurer February ___, 1997
(Principal Financial and Accounting
Officer)

</TABLE>

*By: /s/Thomas F. McDonough
----------------------
Thomas F. McDonough
Attorney-in-fact pursuant to power of
attorneys contained in the signature
pages of Post-Effective Amendment No.
30 filed August 26, 1991,
Post-Effective Amendment No. 37 filed
April 4, 1996 and Post-Effective
Amendment No. 40 filed August 12,
1996.

2
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 10th day of February, 1997.

SCUDDER SECURITIES TRUST

By /s/Thomas F. McDonough
----------------------
Thomas F. McDonough,
Secretary

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

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

/s/Kathryn L. Quirk
- -------------------------
Kathryn L. Quirk Trustee February 10, 1997

3
<PAGE>

File No. 2-36238
File No. 811-2021

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

FORM N-1A

POST-EFFECTIVE AMENDMENT NO. 44

TO REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 28

TO REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

SCUDDER SECURITIES TRUST

<PAGE>

SCUDDER SECURITIES TRUST

EXHIBIT INDEX

Exhibit 11

Coopers & Lybrand
Coopers & Lybrand L.L.P.
a professional services team

Consent of Independent Accountants

To the Trustees of Scudder Securities Trust:

We consent to the incorporation by reference in Post-Effective Amendment No. 44
to the Registration Statement of Scudder Micro Cap Fund on Form N-1A, of our
report dated October 7, 1996 on our audit of the financial statements and
financial highlights of the Scudder Micro Cap Fund, which report is included in
the Annual Report to Shareholders for the period ended August 31, 1996 which is
incorporated by reference in the Post-Effective Amendment to the Registration
Statement.

We also consent to the reference to our Firm under the caption,
"Experts."

/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts Coopers & Lybrand L.L.P.
February 11, 1997