SCUDDER EQUITY TRUST
497, 1996-09-17
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[Image]     Scudder Capital Growth Fund Prospectus               [Image]
- ---------------------------------------------------------------------------
Application request

     This prospectus sets forth concisely the information about Scudder
     Capital Growth Fund, a series of Scudder Equity Trust, an open-end
     management investment company, that a prospective investor should know
     before investing. Please retain it for future reference.

     If you require more detailed information, a combined Statement of
     Additional Information dated February 1, 1996, as amended from time to
     time, may be obtained without charge by writing Scudder Investor
     Services, Inc., Two International Place, Boston, MA 02110-4103 or
     calling 1-800-225-2470. The Statement, which is incorporated by
     reference into this prospectus, has been filed with the Securities and
     Exchange Commission.

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

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

     Scudder Capital Growth Fund

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

     Prospectus
     February 1, 1996

     As Revised September 6, 1996

     ----------------------------------------------------------------------
     A pure no-load(tm) (no sales charges) mutual fund which seeks to
     maximize long-term capital growth.

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     Expense information

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

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

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

       Sales commissions to purchase shares (sales        NONE
       load)

       Commissions to reinvest dividends                  NONE

       Redemption fees                                    NONE *

       Fees to exchange shares                            NONE

       2) Annual Fund operating expenses: Expenses paid by the Fund before
       it distributes its net investment income, expressed as a percentage
       of the Fund's average daily net assets for the fiscal year ended
       September 30, 1995.

       Investment management fee                          0.67%

       12b-1 fees                                         NONE

       Other expenses                                     0.31%
                                                          ------

       Total Fund operating expenses                      0.98%
                                                          ====

       Example

       Based on the level of total Fund operating expenses listed above,
       the total expenses relating to a $1,000 investment, assuming a 5%
       annual return and redemption at the end of each period, are listed
       below. Investors do not pay these expenses directly; they are paid
       by the Fund before it distributes its net investment income to
       shareholders. (As noted above, the Fund has no redemption fees of
       any kind.)

       1 Year         3 Years           5 Years           10 Years

       $10            $31               $54               $120

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

       * You may redeem by writing or calling the Fund. If you wish to
       receive your redemption proceeds via wire, there is a $5 wire
       service fee. For additional information, please refer to
       "Transaction information -- Redeeming shares."

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     Financial highlights

     The following table includes selected data for a share outstanding
     throughout each period and other performance information derived from
     the audited 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 September
     30, 1995 and may be obtained without charge by writing or calling
     Scudder Investor Services, Inc.
<TABLE>
<CAPTION>


                                                                             YEARS ENDED SEPTEMBER 30,
                                  -------------------------------------------------------------------------------------------------

                                   1995      1994     1993(b)    1992      1991      1990      1989      1988      1987      1986
                                  ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
<S>                                <C>       <C>      <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C> 
     Net asset value,
        beginning of period . . . $19.54    $23.06    $19.12    $19.30    $14.77    $22.30    $16.10    $20.41    $17.17    $15.35
                                  ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
     Income from investment
        operations:

           Net investment
             income (loss)  . . .    .13      (.02)      .06       .12       .20       .30(a)    .21       .09       .16       .26

           Net realized and
             unrealized gain
             (loss) on investment
             transactions . . . .   3.98      (.88)     5.23       .90      6.05     (6.22)     6.61     (1.82)     5.77      3.67
                                  ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
           Total from investment
             operations . . . . .   4.11      (.90)     5.29      1.02      6.25     (5.92)     6.82     (1.73)     5.93      3.93
                                  ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
     Less distributions from:

           Net investment
             income . . . . . . .    --        --       (.10)     (.22)     (.37)     (.16)     (.07)     (.20)     (.23)     (.23)

           Net realized gains
             on investment
             transactions . . . .   (.73)    (2.62)    (1.25)     (.98)    (1.35)    (1.45)     (.55)    (2.38)    (2.46)    (1.88)
                                  ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
     Total distributions. . . . .   (.73)    (2.62)    (1.35)    (1.20)    (1.72)    (1.61)     (.62)    (2.58)    (2.69)    (2.11)
                                  ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
     Net asset value,
        end of period . . . . . . $22.92    $19.54    $23.06    $19.12    $19.30    $14.77    $22.30    $16.10    $20.41    $17.17
                                  ======    ======    ======    ======    ======    ======    ======    ======    ======    ======

      Total Return (%) . . . . .    21.96     (4.72)    28.83      5.61     45.85    (28.20)    44.05     (5.61)    39.03     28.46

     Ratios and
     Supplemental Data

     Net assets, end of
        period ($ millions) . . .  1,492     1,338     1,387     1,054     1,058       712     1,013       491       583       414

     Ratio of operating
        expenses to average
        net assets (%). . . . . .    .98       .97       .96       .98      1.04       .94       .88       .95       .88       .84

     Ratio of net
        investment income
        (loss) to average
        net assets (%). . . . . .    .62      (.12)      .22       .57      1.24      1.56      1.22       .63       .86      1.50

     Portfolio turnover
        rate (%). . . . . . . . .  153.6      75.8      92.2      92.4      93.2      87.9      55.7      48.5      58.2      55.8

</TABLE>

     (a)   Net investment income per share includes nonrecurring dividend income
     amounting to $.14 per share.

     (b)   Effective October 1, 1992, the Fund discontinued using equalization
     accounting.

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     A message from Scudder's chairman

      [Image]  Scudder, Stevens & Clark, Inc., investment adviser to the
               Scudder Family of Funds, was founded in 1919. We offered
     America's first no-load mutual fund in 1928. Today, we manage in
     excess of $100 billion for many private accounts and over 50 mutual
     fund portfolios. We manage the mutual funds in a special program for
     the American Association of Retired Persons, as well as the fund
     options available through Scudder Horizon Plan, a tax-advantaged
     variable annuity. We also advise The Japan Fund and nine closed-end
     funds that invest in countries around the world.

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

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

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

     Scudder Capital Growth Fund

     Investment objective
        o to maximize long-term capital growth

     Investment characteristics
        o a broad and flexible investment program emphasizing common stocks
        o above-average capital growth potential
        o the possibility for above-average stock market risk
        o daily liquidity at current net asset value

     Contents

     Investment objective and policies

     Why invest in the Fund?

     Investment results

     Additional information about policies and investments

     Distribution and performance information

     Fund organization

     Purchases

     Exchanges and redemptions

     Transaction information

     Shareholder benefits

     Trustees and Officers

     Investment products and services

     How to contact Scudder

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     Investment objective and policies

     Scudder Capital Growth Fund (the "Fund"), a diversified series of
     Scudder Equity Trust, seeks to maximize long-term capital growth
     through a broad and flexible investment program. The Fund invests in
     marketable securities, principally common stocks and, consistent with
     its objective of long-term capital growth, preferred stocks.
     Additionally, the Fund may invest in debt securities, repurchase
     agreements, convertible securities, and may engage in strategic
     transactions as described under "Investment restrictions."

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

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     Investments
     The Fund is free to invest in a wide range of marketable securities
     which the Fund's investment adviser, Scudder, Stevens & Clark, Inc.
     (the "Adviser"), believes offer the potential for long-term,
     above-average growth. This makes the Fund different from growth funds
     with more specialized investment policies.

     The Fund's investment flexibility enables it to pursue investment
     value in all sectors of the stock market, including:

        o companies that generate or apply new technologies, new and
          improved distribution techniques or new services, such as those
          in the business equipment, electronics, specialty merchandising
          and health service industries;
        o companies that own or develop natural resources, such as energy
          exploration companies;
        o companies that may benefit from changing consumer demands and
          lifestyles, such as financial service organizations and
          telecommunications companies;
        o foreign companies, including those in countries with more rapid
          economic growth than the U.S.;
        o companies whose earnings growth is projected at a pace well in
          excess of the average (growth companies); and
        o companies whose earnings are temporarily depressed and are
          currently out of favor with most investors.

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     Why invest in the Fund?

     The expansion of the U.S. and world economies and ongoing
     technological development continuously create new investment
     opportunities. Through its investments in common stocks, the Fund
     gives investors the chance to participate in these opportunities and
     the potential they offer to maximize long-term capital growth.

     In seeking capital growth, the Fund looks for companies whose
     securities appear to present a favorable relationship between market
     price and opportunity. These may include securities of companies whose
     fundamentals or products may be of only average promise.

     Market misconceptions, temporary bad news, and other factors may cause
     a security to be out of favor in the stock market and to trade at a
     price below its potential value. These "undervalued" securities can
     provide the opportunity for above-average market performance.

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

     Investment results

     The Fund is designed for long-term investors who can accept stock
     market risk. The value of the Fund's portfolio securities fluctuates
     with market and economic conditions, causing returns and principal
     value to fluctuate. Depending upon when shares are sold, their value
     may be higher or lower than when purchased. In return for accepting
     stock market risk, there may be a greater return on investment than
     from a money market or income fund.

     Annual Capital Changes*

<TABLE>
<CAPTION>
                                                                              Standard &
                                                                           Poor's 500 Stock
                              Scudder Capital Growth Fund                       Index
                  ---------------------------------------------------      ----------------

       September  Net Asset                  Capital Gains    Capital      Price    Capital
       30,        Value/Share    Dividends   Distributions    Change       Level    Change

<S>    <C>        <C>            <C>         <C>                <C>        <C>        <C>  
       1985       $15.35         --          --               --           182      --


       1986       17.17          $0.23       $1.88            + 26.7%      231      + 26.9%

       1987       20.41          0.23        2.46             + 37.3       322      + 39.4

       1988       16.10          0.20        2.38             - 6.8        272      - 15.5

       1989       22.30          0.07        0.55             + 43.4       349      + 28.3

       1990       14.77          0.16        1.45             - 28.8       306      - 12.3

       1991       19.30          0.37        1.35             + 42.6       388      + 26.7

       1992       19.12          0.22        0.98             + 4.4        418      + 7.7

       1993       23.06          0.10        1.25             + 28.2       459      + 9.8

       1994       19.54          --          2.62             - 4.7        463      + 0.9

       1995       22.92          --          0.73             + 22.0       584      + 26.3

     ----------------------------------------------------------------------
</TABLE>

     Growth of a $10,000 investment
<TABLE>
<CAPTION>

                      Scudder Capital Growth Fund      Standard & Poor's 500 Stock Index
                  ----------------------------------   ----------------------------------

                                    Total Return                         Total Return
                                --------------------                 --------------------

       Years      Value of                             Value of
       Ended      Initial                              Initial
       September  $10,000                    Average   $10,000                    Average
       30, 1995   Investment    Cumulative   Annual    Investment    Cumulative   Annual

                                                                                  +
<S>    <C>        <C>             <C>         <C>      <C>             <C>        <C>   
       One Year   $ 12,196      + 21.96%     +21.96%   $ 12,975      + 29.75%     29.75%

       Five
       Years      23,060        + 130.60     + 18.19   22,143        + 121.43     + 17.22

       Ten Years  40,205        + 302.05     + 14.93   44,259        + 342.59     + 16.03
</TABLE>

     All total return calculations assume that income dividends and capital
     gains distributions, if any, were reinvested.

     The performance of Scudder Capital Growth Fund is compared with that
     of Standard & Poor's 500 Stock Index, an unmanaged index of 500
     industrial, transportation, utility and financial companies, widely
     regarded as representative of the equity market in general. The
     Standard & Poor's 500 Stock Index does not take into account the
     brokerage and other transaction costs investors incur when investing
     directly in stocks on the index. The Fund's performance reflects
     actual investment experience, net of all operating expenses, which are
     paid from the Fund's gross investment income.

     *For definition of "capital change" please see "Distribution and
     performance information."

     Performance figures are historical and are not intended to indicate
     future investment performance.

     Additional information about policies and investments

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

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

     As a matter of nonfundamental policy, the Fund may not invest more
     than 10% of its total assets, in the aggregate, in securities which
     are not readily marketable, in restricted securities and repurchase
     agreements maturing in more than seven days. The Fund may invest:

     1) for temporary defensive purposes, in debt securities and short term
     indebtedness as market or economic conditions may warrant, and

     2) up to 20% of its net assets in debt securities when management
     anticipates that the capital appreciation on debt securities is likely
     to equal or exceed the capital appreciation on common stocks over a
     selected time, such as during periods of unusually high interest
     rates. As interest rates fall, the prices of debt securities tend to
     rise.

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

     Debt securities
     The Fund may purchase investment-grade debt securities, which are
     those rated Aaa, Aa, A or Baa by Moody's Investors Service, Inc.
     ("Moody's"), or AAA, AA, A or BBB by Standard & Poor's ("S&P") or, if
     unrated, of equivalent quality as determined by the Adviser. The Fund
     may also purchase debt securities which are rated below
     investment-grade. (See "Risk factors.")

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

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

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

     Foreign securities
     In addition to investments in companies domiciled in the U.S., the
     Fund may invest in listed and unlisted foreign securities that meet
     the same criteria as the Fund's domestic holdings. The Fund may invest
     in foreign securities when the anticipated performance of foreign
     securities is believed by the Adviser to offer more potential than
     domestic alternatives in keeping with the investment objective of the
     Fund.

     Strategic Transactions and derivatives
     The Fund may, but is not required to, utilize various other investment
     strategies as described below to hedge various market risks (such as
     interest rates, currency exchange rates, and broad or specific equity
     or fixed-income market movements), to manage the effective maturity or
     duration of fixed-income securities in the Fund's portfolio or to
     enhance potential gain. These strategies may be executed through the
     use of derivative contracts. Such strategies are generally accepted as
     a part of modern portfolio management and are regularly utilized by
     many mutual funds and other institutional investors. Techniques and
     instruments may change over time as new instruments and strategies are
     developed or regulatory changes occur.

     In the course of pursuing these investment strategies, the Fund may
     purchase and sell exchange-listed and over-the-counter put and call
     options on securities, equity and fixed-income indices and other
     financial instruments, purchase and sell financial futures contracts
     and options thereon, enter into various interest rate transactions
     such as swaps, caps, floors or collars, and enter into various
     currency transactions such as currency forward contracts, currency
     futures contracts, currency swaps or options on currencies or currency
     futures (collectively, all the above are called "Strategic
     Transactions").

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

     Portfolio turnover
     Recent economic and market conditions have necessitated more active
     trading, resulting in a higher portfolio turnover rate for the Fund. A
     higher rate involves greater transaction costs to the Fund and may
     result in the realization of net capital gains, which would be taxable
     to shareholders when distributed.

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

     Debt securities. The Fund may invest in bonds rated Baa or BBB.
     Moody's considers bonds it rates Baa to have speculative elements as
     well as investment-grade characteristics. The Fund may also invest up
     to 20% of its net assets in debt securities which are rated below
     investment-grade, or of equivalent quality as determined by the
     Adviser (commonly referred to as "junk bonds"). The lower the ratings
     of such debt securities, the greater their risks render them like
     equity securities. The Fund will invest no more than 10% of its net
     assets in securities rated B or lower by Moody's or S&P, but may
     invest in securities rated C by Moody's or D by S&P, which may be in
     default with respect to payment of principal or interest. Also, longer
     maturity bonds tend to fluctuate more in price as interest rates
     change than do short-term bonds, providing both opportunity and risk.

     Repurchase agreements. If the seller under a repurchase agreement
     becomes insolvent, the Fund's right to dispose of the securities may
     be restricted. In the event of the commencement of bankruptcy or
     insolvency proceedings of the seller of the securities before
     repurchase of the securities under a repurchase agreement, the Fund
     may encounter delay and incur costs, including a decline in value of
     the securities, before being able to sell the securities.

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

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

     Foreign securities. Investments in foreign securities involve special
     considerations, due to more limited information, higher brokerage
     costs and different accounting standards. They may also entail certain
     risks, such as possible imposition of dividend or interest withholding
     or confiscatory taxes, possible currency blockages or transfer
     restrictions, expropriation, nationalization or other adverse
     political or economic developments and the difficulty of enforcing
     obligations in other countries. Foreign securities may be less liquid
     and more volatile than comparable domestic securities, and there is
     less government regulation of stock exchanges, brokers, listed
     companies and banks than in the U.S. Purchases of foreign securities
     are usually made in foreign currencies and, as a result, the Fund may
     incur currency conversion costs and may be affected favorably or
     unfavorably by changes in the value of foreign currencies against the
     U.S. dollar.

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

     Distribution and performance information

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

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

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

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

     Fund organization

     Scudder Capital Growth Fund is a diversified series of Scudder Equity
     Trust (the "Trust"), an open-end management investment company
     registered under the Investment Company Act of 1940 (the "1940 Act").
     The Trust's predecessor was organized as a Delaware corporation in May
     1966. The Trust was reorganized as a Massachusetts business trust in
     October 1985.

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

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

     The Adviser receives an investment management fee for these services.
     As of September 5, 1996, the Fund pays the Adviser an annual fee of
     0.75% of the first $500 million of average daily net assets, 0.65% of
     such assets in excess of $500 million, 0.60% of such assets in excess
     of $1 billion and 0.55% of such assets in excess of $1.5 billion. The
     fee is graduated so that increases in the Fund's net assets may result
     in a lower fee and decreases in the Fund's net assets may result in a
     higher fee. The fee is payable monthly, provided that the Fund will
     make such interim payments as may be requested by the Adviser not to
     exceed 75% of the amount of the fee then accrued on the books of the
     Fund and unpaid.

     Prior to September 5, 1996, the investment management fee was equal,
     on an annual basis, to 0.75% of the first $500 million of average
     daily net assets, 0.65% of such assets in excess of $500 million and
     0.60% of such assets in excess of $1 billion. For the fiscal year
     ended September 30, 1995, the Adviser received an investment
     management fee of 0.67% of the Fund's average daily net assets on an
     annual basis.

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

     Scudder, Stevens & Clark, Inc. is located at 345 Park Avenue, New
     York, New York.

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

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

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

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

Profile|Application Request

     Purchases

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

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

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

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

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

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

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

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

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

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

                     * By          Please see Transaction
                     Telephone     information -- Purchasing
                                   shares -- By AutoBuy or By
                                   telephone order for more
                                   details.

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

Profile|Application Request

     Exchanges and redemptions

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

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

                   * By Mail     Print or type your instructions and
                   or Fax        include:

                                 - the name of the Fund and the account
                                 number you are exchanging from;
                                 - your name(s) and address as they appear
                                 on your account;
                                 - the dollar amount or number of shares
                                 you wish to exchange;
                                 - the name of the Fund you are exchanging
                                 into; and
                                 - your signature(s) as it appears on your
                                 account and a daytime telephone number.

                                 Send your instructions

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

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

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

                   * By Mail     Send your instructions for redemption to
                   or Fax        the appropriate address or fax number
                                 above and include:

                                 - the name of the Fund and account number
                                 you are redeeming from;
                                 - your name(s) and address as they appear
                                 on your account;
                                 - the dollar amount or number of shares
                                 you wish to redeem; and
                                 - your signature(s) as it appears on your
                                 account and a daytime telephone number.

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

                   * By          You may arrange to receive automatic cash
                   Automatic     payments periodically. Call 1-800-225-5163
                   Withdrawal    for more information and an enrollment
                   Plan          form.

     Transaction information

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

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

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

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

     Your wire instructions must also include:

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

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

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

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

     By "AutoBuy." If you elected "AutoBuy" for your account, you can call
     toll-free to purchase shares. The money will be automatically
     transferred from your predesignated bank checking account. Your bank
     must be a member of the Automated Clearing House for you to use this
     service. If you did not elect "AutoBuy," call 1-800-225-5163 for more
     information.

     To purchase additional shares, call 1-800-225-5163. Purchases must be
     for at least $250 but not more than $250,000. Proceeds in the amount
     of your purchase will be transferred from your bank checking account
     in two or three business days following your call. For requests
     received by the close of regular trading on the Exchange, shares will
     be purchased at the net asset value per share calculated at the close
     of trading on the day of your call. "AutoBuy" requests received after
     the close of regular trading on the Exchange will begin their
     processing and be purchased at the net asset value calculated the
     following business day.

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

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

     The exchange requirements for corporations, other organizations,
     trusts, fiduciaries, agents, institutional investors and retirement
     plans may be different from those for regular accounts. Please call
     1-800-225-5163 for more information, including information about the
     transfer of special account features.

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

     Redeeming shares
     The Fund allows you to redeem shares (i.e., sell them back to the
     Fund) without redemption fees.

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

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

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

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

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

     By "AutoSell." If you elected "AutoSell" for your account, you can
     call toll-free to redeem shares. The money will be automatically
     transferred to your predesignated bank checking account. Your bank
     must be a member of the Automated Clearing House for you to use this
     service. If you did not elect "AutoSell," call 1-800-225-5163 for more
     information.

     To redeem shares, call 1-800-225-5163. Redemptions must be for at
     least $250. Proceeds in the amount of your redemption will be
     transferred to your bank checking account in two or three business
     days following your call. For requests received by the close of
     regular trading on the Exchange, shares will be redeemed at the net
     asset value per share calculated at the close of trading on the day of
     your call. "AutoSell" requests received after the close of regular
     trading on the Exchange will begin their processing and be redeemed at
     the net asset value calculated the following business day.

     "AutoSell" transactions are not available for Scudder IRA accounts and
     most other retirement plan accounts.

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

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

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

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

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

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

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

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

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

     Tax identification number
     Be sure to complete the Tax Identification Number section of the
     Fund's application when you open an account. Federal tax law requires
     the Fund to withhold 31% of taxable dividends, capital gains
     distributions and redemption and exchange proceeds from accounts
     (other than those of certain exempt payees) without a certified Social
     Security or tax identification number and certain other certified
     information or upon notification from the IRS or a broker that
     withholding is required. The Fund reserves the right to reject new
     account applications without a certified Social Security or tax
     identification number. The Fund also reserves the right, following 30
     days' notice, to redeem all shares in accounts without a certified
     Social Security or tax identification number. A shareholder may avoid
     involuntary redemption by providing the Fund with a tax identification
     number during the 30-day notice period.

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

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

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

Profile|Application Request

     Shareholder benefits

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

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

     Lead Portfolio Manager Kathleen T. Millard assumed responsibility for
     the Fund's day-to-day management in 1995. Ms. Millard, who joined
     Scudder in 1991, has been involved in the investment industry since
     1983 and has worked as a portfolio manager since 1986. Lois R.
     Friedman, Portfolio Manager, joined the Fund in 1995 and Scudder in
     1994 and has eight years of experience as an equity analyst.

     SAIL(tm) -- Scudder Automated Information Line
     For personalized account information including fund prices, yields and
     account balances, to perform transactions in existing Scudder fund
     accounts, or to obtain information on any Scudder fund, shareholders
     can call Scudder's Automated Information Line (SAIL) at
     1-800-343-2890, 24 hours a day.

     During periods of extreme economic or market changes, or other
     conditions, it may be difficult for you to effect telephone
     transactions in your account. In such an event you should write to the
     Fund; please see "How to contact Scudder" for the address.

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

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

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

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

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

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

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

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

     Scudder tax-advantaged retirement plans

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

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

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

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

     Trustees and Officers

     Daniel Pierce*
     President and Trustee

     Paul Bancroft III
     Trustee; Venture Capitalist and Consultant

     Sheryle J. Bolton
     Trustee; Consultant

     Thomas J. Devine
     Trustee; Consultant

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

     David S. Lee*
     Vice President and Trustee

     Douglas M. Loudon*
     Vice President and Trustee

     Dr. Wilson Nolen
     Trustee; Consultant

     Juris Padegs*
     Vice President and Trustee

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

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

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

     Donald E. Hall*
     Vice President

     Jerard K. Hartman*
     Vice President

     Thomas W. Joseph*
     Vice President

     Kathleen T. Millard*
     Vice President

     Thomas F. McDonough*
     Vice President, Secretary and Assistant Treasurer

     Pamela A. McGrath*
     Vice President and Treasurer

     Edward J. O'Connell*
     Vice President and Assistant Treasurer

     Kathryn L. Quirk*
     Vice President and Assistant Secretary

     Coleen Downs Dinneen*
     Assistant Secretary

     *Scudder, Stevens & Clark, Inc.

     Investment products and services

     The Scudder Family of Funds

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

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

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

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

     Growth and Income
          Scudder Balanced Fund
          Scudder Growth and Income Fund

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

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     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.

     How to contact Scudder

     Account Service and Information:

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

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

     Please address all correspondence to:

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

     Investment Information:

          To receive information about the Scudder funds, for additional
          applications and prospectuses, or for investment questions
          Scudder Investor Relations
          1-800-225-2470

          For establishing 401(k) and 403(b) plans
          Scudder Defined Contribution Services
          1-800-323-6105

     Or Stop by a Scudder Funds Center:

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

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

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

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

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

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

     ----------------------------------------------------------------------
     Contact Scudder



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