VALUE EQUITY TRUST
N-30D, 2000-05-30
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SCUDDER
INVESTMENTS(SM)
[LOGO]


----------------------
EQUITY/VALUE
----------------------

Scudder Value Fund
Fund #075








Semiannual Report
March 31, 2000



The fund seeks long-term growth of capital through investment in undervalued
equity securities.

Scudder Value Fund is properly known as Value Fund.


<PAGE>


Contents
--------------------------------------------------------------------------------

                       4   Letter from the Fund's President

                       6   Performance Update

                       8   Portfolio Summary

                      10   Portfolio Management Discussion

                      14   Glossary of Investment Terms

                      15   Investment Portfolio

                      19   Financial Statements

                      22   Financial Highlights

                      23   Notes to Financial Statements

                      31   Officers and Trustees

                      32   Investment Products and Services

                      34   Scudder Solutions



                                       2
<PAGE>




--------------------------------------------------------------------------------
ticker symbol SCVAX                                             fund number 075
--------------------------------------------------------------------------------

Date of Inception:  o    Value stocks produced poor returns through the first
12/31/92                 five months of the period, but staged a strong rebound
                         in March.

                    o    The Value Fund -- Scudder Shares' 10.10% return for the
Total Net Assets         six months ended March 31, 2000 beat the 5.94% return
of Scudder Shares        of its unmanaged benchmark, the Russell 1000 Value
as of 3/31/00:           Index. According to Lipper Analytical Services, the
$340.3 million           Scudder Shares of the fund have beaten the average
                         return of its peer group over the three- and five-year
                         periods.^1

                    o    The fund benefited from its holdings in the technology
                         and media areas, as well as strong stockpicking within
                         the financial sector.






^1       Lipper Analytical Services, Inc. is an independent analyst of
         investment performance. Performance includes reinvestment of dividends
         and capital gains. As of March 31, 2000, Value Fund -- Scudder Shares'
         Lipper ranking was 205 out of 480 funds for the one-year period, 95 out
         of 318 funds for the three-year period, and 33 out of 204 for the
         five-year period. Past performance is no guarantee of future results.




                                       3
<PAGE>

Letter from the Fund's President
--------------------------------------------------------------------------------

Dear Shareholders,

The equity markets produced strong performance in the six months ended March 31,
2000, led by stocks in the technology and communications sectors. Although the
major market averages posted gains for much of the period -- with the Nasdaq
leading the way -- most of the stocks in the broader market actually fell during
this interval. Value stocks, in particular, produced poor performance in
relation to the indices. While ordinarily stocks with attractive valuation
characteristics tend to outperform, this trait proved to be a negative in recent
months as many investors poured money into the stocks with the most attractive
growth characteristics regardless of their valuations.

In this environment, the generous returns of growth stocks made other sectors
seem less important, causing many investors to underweight value stocks in their
portfolios. It can be tempting to try to chase "hot" sectors, but, as we saw
when tech stocks slumped in the final three weeks of March, this approach can
leave your portfolio exposed to rapid swings in market sentiment. At the same
time, trimming your position in a sector that has underperformed for a long
period means that you may be unable to participate when the sector ultimately
turns around. While the move in value stocks in the latter half of March may not
signal a sustainable change in market leadership, it does demonstrate that


                                       4
<PAGE>

sentiment shifts can happen quickly and without warning. We therefore urge
investors to remain focused on the continued importance of portfolio
diversification and a long-term investment horizon.

Thank you for your continued investment in Value Fund -- Scudder Shares. For
current information on the fund or your account, visit our Internet Web site at
www.scudder.com. There you'll find a wealth of information, including the most
recent fund performance, news on Scudder products and services, and the
opportunity to perform account transactions. You can also speak with the one of
our representatives by calling 1-800-SCUDDER (1-800-728-3337).

Sincerely,


/s/Linda C. Coughlin

Linda C. Coughlin
President,
Value Fund




                                       5
<PAGE>



Performance Update
--------------------------------------------------------------------------------
                                                                  March 31, 2000
--------------------------------------------------------------------------------
Growth of a $10,000 Investment
--------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A LINE CHART HERE

LINE CHART DATA:

       Value Fund --                                         Russell 1000
       Scudder Shares             S&P 500 Index*             Value Index*

 12/92     10000                     10000                     10000
   '93     10933                     10437                     10966
   '94     10830                     10590                     11400
   '95     12070                     12237                     12676
   '96     15470                     16165                     16923
   '97     19007                     19369                     19980
   '98     27740                     28670                     29407
   '99     27112                     33962                     30894
   '00     29237                     40060                     32853

                 Yearly periods ended March 31

--------------------------------------------------------------------------------
Fund Index Comparison
--------------------------------------------------------------------------------
                                                        Total Return
                               Growth of                             Average
Period ended 3/31/2000          $10,000        Cumulative             Annual
-------------------------------------------------------------------------------
Value Fund -- Scudder Shares
-------------------------------------------------------------------------------
1 year                         $  10,784           7.84%                7.84%
-------------------------------------------------------------------------------
5 year                         $  24,224         142.24%               19.36%
-------------------------------------------------------------------------------
Life of Class**                $  29,237         192.37%               15.94%
-------------------------------------------------------------------------------
Russell 1000 Value Index*
-------------------------------------------------------------------------------
1 year                         $  10,634           6.34%                6.34%
-------------------------------------------------------------------------------
5 year                         $  25,918         159.18%               20.96%
-------------------------------------------------------------------------------
Life of Class**                $  32,853         228.53%               17.82%
-------------------------------------------------------------------------------
S&P 500 Index*
-------------------------------------------------------------------------------
1 year                         $  11,796          17.96%               17.96%
-------------------------------------------------------------------------------
5 year                         $  32,736         227.36%               26.73%
-------------------------------------------------------------------------------
Life of Class**                $  40,060         300.60%               21.09%
-------------------------------------------------------------------------------


*        The Standard & Poor's 500 Index is a capitalization-weighted index of
         500 stocks. The index is designed to measure performance of the broad
         domestic economy through changes in the aggregate market value of 500
         stocks representing all major industries. The Russell 1000 Value Index
         consists of securities with less than average growth orientation. Index
         returns assume reinvestment of dividends and, unlike Fund returns, do
         not reflect any fees or expenses.

**       The Fund commenced operations on December 31, 1992.

         As of 9/30/99, the Fund has adopted the Russell 1000 Value Index for
         its primary securities market index over the S&P 500 Index, as the
         Russell 1000 Value Index better represents the securities and markets
         in which the Fund typically invests.

                                       6
<PAGE>

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

THE PRINTED DOCUMENT CONTAINS A BAR CHART HERE
ILLUSTRATING THE VALUE FUND -- SCUDDER SHARES TOTAL RETURN (%) AND
RUSSELL 1000 VALUE INDEX* TOTAL RETURN (%)

                                        Yearly periods ended March 31

                   1993**  1994    1995   1996   1997   1998   1999   2000
--------------------------------------------------------------------------------
Class Total
Return (%)           9.33   -.94  11.44   28.18  22.86  45.94  -2.26   7.84
--------------------------------------------------------------------------------
Index Total
Return (%)           9.66   3.95  11.19   33.51  18.06  47.18   5.05   6.34
--------------------------------------------------------------------------------
Net Asset
Value ($)           13.12  12.47  13.64   16.48  18.64  25.03  23.36  24.12
--------------------------------------------------------------------------------
Income
Dividends
($)                    --    .11    .12     .04    .07    .24    .19    .16
--------------------------------------------------------------------------------
Capital
Gains
Distributions
($)                    --    .43    .13     .92   1.48   1.65    .90    .85
--------------------------------------------------------------------------------


*        The Russell 1000 Value Index consists of securities with less than
         average growth orientation. Index returns assume reinvestment of
         dividends and, unlike Fund returns, do not reflect any fees or
         expenses.

         Effective April 16, 1998, the Fund changed its name from Scudder Value
         Fund to Value Fund and an additional three classes of shares were
         offered. Existing shares of Value Fund outstanding on that date were
         redesignated Scudder Shares of the Fund. The total return information
         provided is for the Fund's Scudder Share Class. Performance is
         historical, assumes reinvestment of all dividends and capital gains,
         and is not indicative of future results. Total return and principal
         value will fluctuate, so an investor's shares, when redeemed, may be
         worth more or less than when purchased. If the Adviser had not
         maintained expenses, the total returns for the 5 year and Life of Class
         periods would have been lower.



                                       7
<PAGE>

Portfolio Summary
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Asset Allocation
--------------------------------------------------------------------------------

A GRAPH IN THE FORM OF A PIE CHART APPEARS HERE, ILLUSTRATING THE EXACT DATA
POINTS IN THE TABLE BELOW.

Equity Securities           99%                    The fund stays as close
Cash Equivalents             1%                        to 100% invested in
------------------------------------                 equities as possible.
100%
------------------------------------


--------------------------------------------------------------------------------
Sectors
--------------------------------------------------------------------------------

A GRAPH IN THE FORM OF A PIE CHART APPEARS HERE, ILLUSTRATING THE EXACT DATA
POINTS IN THE TABLE BELOW.


(Excludes 1% Cash Equivalents)                              Over the past six
    Financial                   25%                        months, the fund's
    Energy                      16%                   holdings in financials,
    Communications              13%                               energy, and
    Technology                   8%                       communications have
    Manufacturing                8%                                increased.
    Durables                     8%
    Health                       6%
    Consumer Staples             5%
    Media                        5%
    Other                        6%
------------------------------------
100%
------------------------------------



                                       8
<PAGE>

--------------------------------------------------------------------------------
Ten Largest Equity Holdings
--------------------------------------------------------------------------------
(35% of Portfolio)                                        Management strives to
                                                       hold long-term positions
  1. Exxon Mobil Corp.                                      in well-established
     International oil company                                   companies with
                                                          attractive valuations
  2. Bell Atlantic Corp.                                      and catalysts for
     Provider of telecommunication services                  stronger earnings.

  3. Citigroup Inc.
     Diversified financial services company

  4. Dow Chemical Co.
     Chemical producer

  5. AT&T Corp.
     Provider of telecommunication services

  6. Cigna Corp.
     Provider of insurance, health care benefits, pension
     management and related financial services

  7. Boeing Co.
     Manufacturer of jet airplanes

  8. Chase Manhattan Corp.
     Commercial bank

  9. American Home Products Corp.
     Diversified pharmaceutical company

 10. International Business Machines Corp.
     Manufacturer of computers and servicer of information
     processing units



For more complete details about the Fund's investment portfolio, see page 15. A
quarterly Fund Summary and Portfolio Holdings are available upon request.



                                       9
<PAGE>

Portfolio Management Discussion
--------------------------------------------------------------------------------

In the following interview, lead portfolio manager Lois Roman discusses the
strategy of Value Fund -- Scudder Shares and the market environment during the
six-month period ending March 31, 2000.

Q: Please describe the environment for value stocks during the past six months?

A: Through most of the period, value stocks produced poor performance. In an
environment where investors were looking for stocks with the strongest potential
for rapid earnings growth, technology, communications, and biotech stocks
attracted enormous inflows of cash. Many stocks in the sectors posted
triple-digit returns despite having no earnings whatsoever, demonstrating that
momentum, not fundamentals, was generally the most important driver of
performance. As a result, value stocks were deeply out of favor with the market.
Through February 29, 2000, the one-year return on the Russell 1000 Value Index
was -3.26%, compared to 31.74% for the Russell 1000 Growth Index. In March,
however, this trend showed signs of a reversal. Many growth stocks lost
significant ground, while long-dormant segments of the value group staged a
sharp rally. All of the sectors that had lagged for several quarters -- such as
manufacturing stocks, financials, and producers of consumer staples -- began to
show signs of life. As a result of the March rally, value stocks were able to
produce positive returns for the six-month period despite their protracted
downturn.

Q: How has the sector's slump affected fund performance?

A: For the six months ended March 31, 2000, the Scudder Shares of the Value Fund
posted a total return of 10.10%, compared to a return of 5.94% for its unmanaged
benchmark, the Russell 1000 Value Index. The bulk of the positive performance
came in March, during which Scudder Shares gained 11.31%. In our view, this
rally demonstrates the importance of patience and the use of a strict investment
discipline, since value stocks can


                                       10
<PAGE>

move extremely quickly when market sentiment changes. According to Lipper
Analytical Services, Scudder Shares have finished in the top half of funds in
its category over the one-, three-, and five-year periods.

Q: What sectors helped performance during the period?

A: The fund's position in technology stocks was a significant contributor to its
outperformance. Although our value style prevents us from holding many of the
sector's most expensive names, we have benefited from holding on to our
technology positions, many of which were initiated years ago, when the stocks
were much cheaper. These names include IBM, Hewlett Packard, and Corning.
Corning has been an outstanding performer over the holding period, but the
valuation has risen to a point where it has become too expensive for the
portfolio. We will look to redeploy these assets into cheaper stocks. In the
media sector, we own Disney and AT&T Corp.--Liberty Media, two stocks that
performed well for us during the period. The fund purchased Disney in the summer
of 1999 when the stock fell below $25. After in-depth fundamental research --
which included a meeting with CEO Michael Eisner -- we were convinced that
Disney had a great brand franchise, severable business units, and the potential
to unlock returns for investors. The stock has performed well for the fund since
we began to establish a position, and we remain optimistic on its prospects
going forward.

Fund performance has also been helped by our holdings in the financial sector,
and our underweighting in the sector in relation to the benchmark. Although the
group as a whole underperformed for much of the period, we were well positioned
through our holdings in Citigroup and Chase Manhattan Bank. Both are large,
liquid companies with strong strategic positioning, and both outperformed their
peer group by a wide margin.

                                       11
<PAGE>

Q: What holdings have hurt performance?

A: The fund has been hurt by its position in the energy sector. We built the
position through 1999 to take advantage of the group's improving fundamentals,
but energy stocks have so far been unable to mount a sustained rally. We believe
that the current valuations of major oil companies do not reflect the high price
of the commodity. Even though oil prices have fallen from their highs, most
earnings estimates for companies in the sector incorporate a lower price for oil
than has existed for the past several months. In our view, this has increased
the potential for upside earnings surprises in the group.

Q: How do you find quality value stocks in such a growth-oriented market
environment?

A: By sticking to our discipline. We continue to utilize the same fundamental
strategy because we believe in the long-term potential of value stocks. The fund
uses a disciplined, three-step investment process that employs a quantitative
screen, fundamental equity research, and risk management. The quantitative
screen helps us find stocks in the Russell 1000 Index -- a broad,
large-capitalization universe -- which are selling at the most attractive
valuations. Companies that are ranked in the top four deciles (the cheapest 40%)
are our potential buy candidates, while those that fall into the 9th and 10th
deciles (the most expensive 20%) are our potential sell candidates. Not all
cheap stocks have value, however. The use of our internal team of equity
analysts helps us to understand the fundamental dynamics of a company. This is a
crucial step in the process, and it helps prevent us from investing in stocks
where the fundamentals have not yet hit bottom. Lastly, our use of quantitative
and qualitative risk analysis allows us to factor in, and attempt to control for
macroeconomic factors.

                                       12
<PAGE>

Q: Have you changed your investment process because of the market's volatility?

A: No -- our goals and process remain the same. But we do make minor adjustments
in terms of what aspects of our strategy that we emphasize at a given time. On
the margin, we recently have been putting a heavier emphasis on fundamental
analysis than on our quantitative screen. The divergence in the returns of
high-valuation growth stocks and cheap value stocks has caused our model to
underperform, which can happen in the short run. We have therefore been more
willing to add names into the portfolio that are in the "hold" zone if they are
highly recommended by our analysts. This is particularly true in sectors that
are relatively expensive, such as technology or health care. In addition, we
have been slower to sell our winners. For example, if a stock has grown more
expensive while maintaining strong fundamentals, we may continue to hold the
stock in the portfolio for a longer period of time. Of course, if the investment
thesis has been violated or if we have a better idea, we will exit the stock.

Q: What is your outlook for value stocks in general?

A: While we are encouraged by the March rally in value stocks, it is still too
early to say whether the move is the start of a long-term trend, or simply a
case of investors seeking temporary shelter from the turbulence in growth
stocks. Our primary focus is not on predicting the direction of the markets, but
on finding the best value stocks available. If anything, we view downdrafts in
the market as an opportunity to purchase our favorite stocks at more attractive
prices. We remain committed to our discipline, and want shareholders to know
that the fund will not stray from its value orientation regardless of events in
the broader market. We believe that this approach will help shelter the fund
from an adverse investment backdrop -- as it has over the most recent six months
-- and position it to prosper when value stocks ultimately regain their footing.




                                       13
<PAGE>

Glossary of Investment Terms
--------------------------------------------------------------------------------

     Consumer       Products purchased by consumers on a regular basis, such as
      Staples       food, beverages, alcohol, and tobacco. In the aggregate,
                    sales of consumer staples tend to be steady and less
                    sensitive to economic fluctuations.

  Fundamental       Analysis of companies based on the projected impact of
     Research       management, products, sales, and earnings on their balance
                    sheets and income statements. Distinct from technical
                    analysis, which evaluates the attractiveness of a stock
                    based on historical price and trading volume movements,
                    rather than the financial results of the underlying company.

 Growth Stock       Stock of a company that has displayed above average earnings
                    growth and is expected to continue to increase profits
                    faster than the overall market. Stocks of such companies
                    usually trade at higher valuations and experience more price
                    volatility than the market as a whole. Distinct from value
                    stock.

  Value Stock       A company whose stock price does not fully reflect its
                    intrinsic value, as indicated by price/earnings ratio,
                    price/book value ratio, dividend yield, or some other
                    valuation measure, relative to its industry or the market
                    overall. Value stocks tend to display less price volatility
                    and may carry higher dividend yields. Distinct from growth
                    stock.

    Weighting       Refers to the allocation of assets -- usually in terms of
 (over/under)       sectors, industries, or countries -- within a portfolio
                    relative to the portfolio's benchmark index or investment
                    universe.

(Source: Scudder Kemper Investments, Inc.; Barron's Dictionary of Finance and
Investment Terms)



                                       14
<PAGE>


Investment Portfolio                       as of March 31, 2000 (Unaudited)
---------------------------------------------------------------------------

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

---------------------------------------------------------------------------
Repurchase Agreements 0.9%
---------------------------------------------------------------------------

 State Street Bank and Trust Company, 6.05%, to be
    repurchased at $3,646,838 on 4/3/2000**
    (Cost $3,645,000) ............................   3,645,000    3,645,000


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

---------------------------------------------------------------------------
Common Stocks 99.1%
---------------------------------------------------------------------------

 Consumer Discretionary 2.9%
 Department & Chain Stores
 Federated Department Stores, Inc. ...............     171,800    7,172,650
 Target Corp. ....................................      65,000    4,858,750
                                                               ------------
                                                                 12,031,400
                                                               ------------
 Consumer Staples 4.7%
 Alcohol & Tobacco 1.0%
 Anheuser-Busch Companies, Inc. ..................      66,600    4,145,850
                                                               ------------
 Food & Beverage 3.7%
 Hershey Foods Corp. .............................     140,700    6,859,125
 PepsiCo, Inc. ...................................     246,500    8,519,656
                                                               ------------
                                                                 15,378,781
                                                               ------------
 Health 5.8%
 Medical Supply & Specialty 0.9%
 Becton, Dickinson & Co. .........................     148,200    3,899,513
                                                               ------------
 Pharmaceuticals 4.9%
 American Home Products Corp. ....................     189,900   10,183,388
 Bristol-Myers Squibb Co. ........................      57,900    3,343,725
 Pharmacia & Upjohn, Inc. ........................     112,900    6,689,325
                                                               ------------
                                                                 20,216,438
                                                               ------------
 Communications 12.6%
 Telephone/Communications
 AT&T Corp. ......................................     310,550   17,468,438
 Bell Atlantic Corp. .............................     334,300   20,434,088
 BellSouth Corp. .................................     121,900    5,729,300
 SBC Communications, Inc. ........................     211,000    8,862,000
                                                               ------------
                                                                 52,493,826
                                                               ------------


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

                                       15
<PAGE>

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

 Financial 24.7%
 Banks 8.7%
 Bank One Corp. ........................    62,800    2,158,750
 Bank of America Corp. .................   125,052    6,557,414
 Chase Manhattan Corp. .................   122,900   10,715,344
 First Union Corp. .....................   137,200    5,110,700
 FleetBoston Financial Corp. ...........   111,600    4,073,400
 J.P. Morgan & Co., Inc. ...............    25,500    3,359,625
 PNC Bank Corp. ........................    98,500    4,438,656
                                                   ------------
                                                     36,413,889
                                                   ------------
 Insurance 9.7%
 AFLAC, Inc. ...........................   135,900    6,191,944
 Allstate Corp. ........................   182,500    4,345,781
 Cigna Corp. ...........................   149,700   11,339,775
 Hartford Financial Services Group, Inc.   101,700    5,364,675
 St. Paul Companies, Inc. ..............   203,200    6,934,200
 Travelers Property Casualty Corp. "A" .   145,700    6,010,125
                                                   ------------
                                                     40,186,500
                                                   ------------
 Consumer Finance 4.7%
 American Express Co. ..................    13,500    2,010,656
 Citigroup, Inc. .......................   296,100   17,562,431
                                                   ------------
                                                     19,573,087
                                                   ------------
 Other Financial Companies 1.0%
 Federal National Mortgage Association .    70,700    3,990,131
                                                   ------------
 Real Estate 0.6%
 Post Properties Inc. (REIT) ...........    64,900    2,616,281
                                                   ------------
 Media 4.6%
 Broadcasting & Entertainment 2.0%
 Walt Disney Co. .......................   201,000    8,316,375
                                                   ------------
 Cable Television 1.1%
 AT&T Corp.-- Liberty Media Group "A" ..    78,768    4,667,004
                                                   ------------
 Print Media 1.5%
 Knight-Ridder, Inc. ...................   120,700    6,148,156
                                                   ------------


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

                                       16
<PAGE>

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

 Service Industries 1.7%
 Investment
 Merrill Lynch & Co., Inc. ...........    69,100    7,255,500
                                                 ------------
 Durables 7.5%
 Aerospace 6.5%
 Boeing Co. ..........................   284,100   10,778,044
 Lockheed Martin Corp. ...............   351,464    7,183,046
 Rockwell International Corp. ........    86,360    3,610,928
 United Technologies Corp. ...........    84,700    5,351,981
                                                 ------------
                                                   26,923,999
                                                 ------------
 Automobiles 1.0%
 Ford Motor Co. ......................    91,500    4,203,281
                                                 ------------
 Manufacturing 7.7%
 Chemicals 4.7%
 Dow Chemical Co. ....................   153,800   17,533,200
 Sigma-Aldrich Corp. .................    83,100    2,233,313
                                                 ------------
                                                   19,766,513
                                                 ------------
 Diversified Manufacturing 1.0%
 Textron, Inc. .......................    66,000    4,017,750
                                                 ------------
 Industrial Specialty 0.8%
 Corning, Inc. .......................    17,100    3,317,400
                                                 ------------
 Machinery/Components/Controls 1.2%
 Parker-Hannifin Corp. ...............   118,750    4,905,859
                                                 ------------
 Technology 8.0%
 Diverse Electronic Products 2.0%
 Motorola Inc. .......................    57,500    8,186,563
                                                 ------------
 Electronic Data Processing 5.3%
 Apple Computer, Inc. ................    27,300    3,707,681
 Compaq Computer Corp. ...............   138,700    3,692,888
 Hewlett-Packard Co. .................    41,500    5,501,344
 International Business Machines Corp.    77,000    9,086,000
                                                 ------------
                                                   21,987,913
                                                 ------------
 Semiconductors 0.7%
 Micron Technology, Inc. .............    25,900    3,263,400
                                                 ------------


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

                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                                  Shares     Value ($)
--------------------------------------------------------------------------------------

<S>                                                               <C>      <C>
 Energy 15.7%
 Oil & Gas Production 11.5%
 Coastal Corp. ............................................       124,700    5,736,200
 Conoco, Inc. "A" .........................................       283,600    6,983,650
 Exxon Mobil Corp. ........................................       284,692   22,152,596
 Royal Dutch Petroleum Co. (New York shares) ..............       124,900    7,189,556
 Texaco, Inc. .............................................       111,900    6,000,635
                                                                          ------------
                                                                            48,062,637
                                                                          ------------
 Oil Companies 1.9%
 Chevron Corp. ............................................        87,200    8,060,550
                                                                          ------------
 Oilfield Services/Equipment 2.3%
 Baker Hughes, Inc. .......................................       134,700    4,074,675
 Schlumberger Ltd. ........................................        69,800    5,339,700
                                                                          ------------
                                                                             9,414,375
                                                                          ------------
 Transportation 0.5%
 Railroads
 Union Pacific Corp. ......................................        52,800    2,065,800
                                                                          ------------
 Utilities 2.7%
 Electric Utilities
 Allegheny Energy, Inc. ...................................       186,000    5,126,625
 Peco Energy Co. ..........................................        34,900    1,286,938
 Unicom Corp. .............................................       134,100    4,894,650
                                                                          ------------
                                                                            11,308,213
                                                                          ------------

--------------------------------------------------------------------------------------
Total Common Stocks (Cost $378,862,130)                                    412,816,984
--------------------------------------------------------------------------------------
Total Investment Portfolio -- 100.0% (Cost $382,507,130) (a)               416,461,984
--------------------------------------------------------------------------------------
</TABLE>


*        Non-income producing security.

**       Repurchase agreements are fully collateralized by U.S. Treasury or
         Government agency securities.

(a)      The cost for federal income tax purposes was $382,957,051. At March 31,
         2000, net unrealized appreciation for all securities based on tax cost
         was $33,504,933. This consisted of aggregate gross unrealized
         appreciation for all securities in which there was an excess of market
         value over tax cost of $55,881,172 and aggregate gross unrealized
         depreciation for all securities in which there was an excess of tax
         cost over market value of $22,376,239.



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

                                       18
<PAGE>



Financial Statements
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Statement of Assets and Liabilities as of  March 31, 2000 (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Assets
---------------------------------------------------------------------------------------------
<S>                                                                              <C>
Investments in securities, at value (cost $382,507,130) ......................   $416,461,984
Cash .........................................................................        225,380
Dividends receivable .........................................................        654,539
Interest receivable ..........................................................          1,929
Receivable for Fund shares sold ..............................................      1,215,751
Due from Adviser .............................................................         92,464
                                                                              ---------------
Total assets .................................................................    418,652,047

Liabilities
---------------------------------------------------------------------------------------------
Payable for Fund shares redeemed .............................................      1,000,603
Accrued management fee .......................................................        548,779
Other accrued expenses and paybles ...........................................      1,211,228
                                                                              ---------------
Total liabilities ............................................................      2,760,610
---------------------------------------------------------------------------------------------
Net assets, at value                                                             $415,891,437
---------------------------------------------------------------------------------------------

Net Assets
---------------------------------------------------------------------------------------------
Net assets consist of:
Undistributed net investment income ..........................................        345,058
Net unrealized appreciation (depreciation) on investments ....................     33,954,854
Accumulated net realized gain (loss) .........................................     43,793,998
Paid-in capital ..............................................................    337,797,527
---------------------------------------------------------------------------------------------
Net assets, at value                                                             $415,891,437
---------------------------------------------------------------------------------------------

Net Asset Value
---------------------------------------------------------------------------------------------
Scudder Shares

Net asset value, offering and redemption price per share ($340,295,301 /
   14,109,366 outstanding shares of beneficial interest, $.01 par value,
   unlimited number of shares authorized) ....................................   $      24.12

Class A Shares

Net asset value and redemption price per share ($40,594,752 / 1,678,321
   outstanding shares of beneficial interest, $.01 par value, unlimited number
   of shares authorized) .....................................................   $      24.19

Maximum offering price per share (100 / 94.25 of $24.19) .....................   $      25.67

Class B Shares

Netasset value and redemption price (subject to contingent deferred sales
   charge) per share ($28,256,425 / 1,174,220 outstanding shares of beneficial
   interest, $.01 par value, unlimited number of shares authorized) ..........   $      24.06

Class C Shares

Netasset value and redemption price (subject to contingent deferred sales
   charge) per share ($6,744,959 / 279,849 outstanding shares of beneficial
   interest, $.01 par value, unlimited number of shares authorized) ..........   $      24.10
</TABLE>


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

                                       19
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Statement of Operations for the six months ended March 31, 2000 (Unaudited)
--------------------------------------------------------------------------------

Investment Income
--------------------------------------------------------------------------------
Dividends (net of foreign taxes withheld of $12,684) ...........   $  4,165,688
Interest .......................................................        198,827
                                                                ---------------
Total income ...................................................      4,364,515
                                                                ---------------
Expenses:
Management fee .................................................      1,574,757
Services to shareholders .......................................      1,828,095
Custodian and accounting fees ..................................         99,926
Distribution services fees .....................................        128,429
Administrative services fees ...................................         93,785
Auditing .......................................................         20,496
Legal ..........................................................          4,392
Trustees' fees and expenses ....................................         26,169
Reports to shareholders ........................................        227,835
Registration fees ..............................................         96,455
Other ..........................................................         11,400
                                                                ---------------
Total expenses, before reductions ..............................      4,111,739
Expenses reductions ............................................        (99,534)
                                                                ---------------
Total expenses, after reductions ...............................      4,012,205
--------------------------------------------------------------------------------
Net investment income (loss)                                            352,310
--------------------------------------------------------------------------------

Realized and unrealized gain (loss) on investment transactions
--------------------------------------------------------------------------------
Net realized gain (loss) from:
Investments ....................................................     53,864,016
Net unrealized appreciation (depreciation) during the period on:
Investments ....................................................    (12,450,725)
-------------------------------------------------------------------------------
Net gain (loss) on investment transactions                           41,413,291
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations    $ 41,765,601
-------------------------------------------------------------------------------


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

                                       20
<PAGE>

--------------------------------------------------------------------------------
Statements of Changes in Net Assets
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                     Six Months Ended    Year Ended
                                                      March 31, 2000     September 30,
                                                      (Unaudited)           1999
------------------------------------------------------------------------------------
Operations:
<S>                                                   <C>              <C>
Net investment income (loss) ......................   $     352,310    $   3,111,169
Net realized gain (loss) on investment transactions      53,864,016        6,166,998
Net unrealized appreciation (depreciation) on
   investment transactions during the period ......     (12,450,725)      62,680,573
                                                    ---------------  ---------------
Net increase (decrease) in net assets resulting
   from operations ................................      41,765,601       71,958,740
                                                    ---------------  ---------------
Distributions to shareholders from:
Net investment income -- Scudder Shares ............     (2,662,961)      (4,164,869)
Net investment income -- Class A ...................       (267,260)        (237,416)
Net investment income -- Class B ...................             --          (48,553)
Net investment income -- Class C ...................             --          (11,523)
Net realized gain -- Scudder Shares ................    (13,800,495)     (19,711,211)
Net realized gain -- Class A .......................     (1,426,862)      (1,241,379)
Net realized gain -- Class B .......................     (1,060,430)      (1,035,831)
Net realized gain -- Class C .......................       (209,392)        (226,181)
                                                    ---------------  ---------------
Fund share transactions:
Proceeds from shares sold .........................      61,756,013      321,600,172
Reinvestment of distributions .....................      18,828,251       25,914,793
Cost of shares redeemed ...........................    (170,790,721)    (426,810,318)
                                                    ---------------  ---------------
Net increase (decrease) in net assets from Fund
   share transactions .............................     (90,206,457)     (79,295,353)
                                                    ---------------  ---------------
Increase (decrease) in net assets .................     (67,868,256)     (34,013,576)
Net assets at beginning of period .................     483,759,693      517,773,269
Net assets at end of period (including
   undistributed net investment income (loss) of
   $345,058 and $2,922,969, respectively) .........   $ 415,891,437    $ 483,759,693
</TABLE>





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

                                       21
<PAGE>



Financial Highlights
--------------------------------------------------------------------------------

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

Scudder Shares (a)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Years Ended September 30,        2000(b)(d) 1999(b)  1998(b)  1997(b)   1996    1995
--------------------------------------------------------------------------------------
<S>                             <C>       <C>      <C>      <C>      <C>      <C>
Net asset value, beginning of
period                          $22.88    $21.20   $23.53   $17.52   $15.87   $13.08
                              --------------------------------------------------------
--------------------------------------------------------------------------------------
Income (loss) from investment operations:
--------------------------------------------------------------------------------------
  Net investment income (loss)     .02       .15      .28      .34      .21      .18
--------------------------------------------------------------------------------------
  Net realized and unrealized
  gain (loss) on investment
  transactions                    2.23      2.62     (.72)    7.22     2.40     2.86
                              --------------------------------------------------------
--------------------------------------------------------------------------------------
Total from investment
  operations                      2.25      2.77     (.44)    7.56     2.61     3.04
--------------------------------------------------------------------------------------
Less distributions from:
--------------------------------------------------------------------------------------
  Net investment income           (.16)     (.19)    (.24)    (.07)    (.04)    (.12)
--------------------------------------------------------------------------------------
  Net realized gains on
  investment transactions         (.85)     (.90)   (1.65)   (1.48)    (.92)    (.13)
                              --------------------------------------------------------
--------------------------------------------------------------------------------------
Total distributions              (1.01)    (1.09)   (1.89)   (1.55)    (.96)    (.25)
--------------------------------------------------------------------------------------
Net asset value, end of period  $24.12    $22.88   $21.20   $23.53   $17.52   $15.87
                              --------------------------------------------------------
--------------------------------------------------------------------------------------
Total Return (%)                 10.10**   13.02    (2.08)   45.80(c) 17.18(c) 23.62(c)
--------------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                       340       407      468      298       89      68
--------------------------------------------------------------------------------------
Ratio of expenses before
expense reductions (%)            1.78*     1.39     1.23     1.28     1.31    1.44
--------------------------------------------------------------------------------------
Ratio of expenses after
expense reductions (%)            1.78*     1.39     1.23     1.24     1.25    1.25
--------------------------------------------------------------------------------------
Ratio of net investment
income (loss) (%)                  .16*      .61     1.19     1.67     1.34    1.57
--------------------------------------------------------------------------------------
Portfolio turnover rate (%)         51*       91       47       47       91      98
--------------------------------------------------------------------------------------
</TABLE>


(a)      On April 16, 1998, existing shares of the Fund were designated as
         Scudder Shares and are generally not available to new investors.

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

(c)      Total return would have been lower had certain expenses not been
         reduced.

(d)      For the six months ended March 31, 2000 (Unaudited).

*        Annualized

**       Not annualized



                                       22
<PAGE>


Notes to Financial Statements                                        (Unaudited)
--------------------------------------------------------------------------------

A. Significant Accounting Policies

Value Fund (the "Fund") is a diversified series of Value Equity Trust (the
"Trust") which is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company organized
as a Massachusetts business trust.

The Fund offers multiple classes of shares. Class A shares are offered to
investors subject to an initial sales charge. Class B shares are offered without
an initial sales charge but are subject to higher ongoing expenses than Class A
shares and a contingent deferred sales charge payable upon certain redemptions.
Class B shares automatically convert to Class A shares six years after issuance.
Class C shares are offered without an initial sales charge but are subject to
higher ongoing expenses than Class A shares and a contingent deferred sales
charge payable upon certain redemptions within one year of purchase. Class C
shares do not convert into another class. Scudder Shares, generally not
available to new investors, are not subject to initial or contingent deferred
sales charges. Certain detailed financial information for the Class A, B, and C
shares is provided separately and is available upon request.

Investment income, realized and unrealized gains and losses, and certain
fund-level expenses and expense reductions, if any, are borne pro rata on the
basis of relative net assets by the holders of all classes of shares except that
each class bears certain expenses unique to that class such as distribution
services, shareholder services, administrative services and certain other class
specific expenses. Differences in class expenses may result in payment of
different per share dividends by class. All shares of the Fund have equal rights
with respect to voting subject to class specific arrangements.

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. Investments are stated at value determined as of the close
of regular trading on the New York Stock Exchange. 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
Nasdaq Stock Market ("Nasdaq"), for which there have been

                                       23
<PAGE>

sales, are valued at the most recent sale price reported. If there are no such
sales, the value is the most recent bid quotation. Securities which are not
quoted on Nasdaq but are traded in another over-the-counter market are valued at
the most recent sale price, or if no sale occurred, at the calculated mean
between the most recent bid and asked quotations on such market. If there are no
such bid and asked quotations, the most recent bid quotation shall be used.

Portfolio debt securities purchased with an original maturity greater than sixty
days are valued by pricing agents approved by the officers of the Trust, whose
quotations reflect broker supplied valuations and electronic data processing
techniques. If the pricing agents are unable to provide such quotations, the
most recent bid quotation supplied by a bona fide market maker shall be used.
Money market instruments purchased with an original 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.

Foreign Currency Translations. The books and records of the Fund are maintained
in U.S. dollars. Investment securities and other assets and liabilities
denominated in a foreign currency are translated into U.S. dollars at the
prevailing exchange rates at period end. Purchases and sales of investment
securities, income and expenses are translated into U.S. dollars at the
prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions
represent net gains and losses between trade and settlement dates on securities
transactions, the disposition of forward foreign currency exchange contracts and
foreign currencies, and the difference between the amount of net investment
income accrued and the U.S. dollar amount actually received. That portion of
both realized and unrealized gains and losses on investments that results from
fluctuations in foreign currency exchange rates is not separately disclosed but
is included with net realized and unrealized gains and losses on investment
securities.

Repurchase Agreements. The Fund may enter into repurchase agreements with
certain banks and broker/dealers whereby the Fund, through its custodian or
sub-custodian bank, 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 is equal to at least the
principal amount of the repurchase price plus accrued interest.

                                       24
<PAGE>

Futures Contracts. A futures contract is an agreement between a buyer or seller
and an established futures exchange or its clearinghouse in which the buyer or
seller agrees to take or make a delivery of a specific amount of a financial
instrument at a specified price on a specific date (settlement date).

Upon entering into a futures contract, the Fund is required to deposit with a
financial intermediary an amount ("initial margin") equal to a certain
percentage of the face value indicated in the futures contract. Subsequent
payments ("variation margin") are made or received by the Fund dependent upon
the daily fluctuations in the value of the underlying security and are recorded
for financial reporting purposes as unrealized gains or losses by the Fund. When
entering into a closing transaction, the Fund will realize a gain or loss equal
to the difference between the value of the futures contract to sell and the
futures contract to buy. Futures contracts are valued at the most recent
settlement price.

Certain risks may arise upon entering into futures contracts, including the risk
that an illiquid secondary market will limit the Fund's ability to close out a
futures contract prior to the settlement date and that a change in the value of
a futures contract may not correlate exactly with the changes in the value of
the securities or currencies hedged. When utilizing futures contracts to hedge,
the Fund gives up the opportunity to profit from favorable price movements in
the hedged positions during the term of the contract.

Federal Income Taxes. The Fund's policy is to comply with the requirements of
the Internal Revenue Code, as amended, 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

Distribution of Income and Gains. Distributions of net investment income, if
any, are made annually. 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 at least
annually.

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


                                       25
<PAGE>

reclassifications among certain of its capital accounts without impacting the
net asset value of the Fund.

Investment Transactions and Investment Income. Investment transactions are
accounted for on the trade date. Interest income is recorded on the accrual
basis. Dividend income is recorded on the ex-dividend date. Realized gains and
losses from investment transactions are recorded on an identified cost basis.

All discounts are accreted for both tax and financial reporting purposes.

B. Purchases and Sales of Securities

During the six months ended March 31, 2000, purchases and sales of investment
securities (excluding short-term investments) aggregated $112,461,341 and
$215,122,361, respectively.

C. Transactions with Affiliates

Management Agreement. Under the Management Agreement (the "Agreement") with
Scudder Kemper Investments, Inc. ("Scudder Kemper" or the "Adviser"), the
Adviser directs the investments of the Fund in accordance with its investment
objectives, 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 management fee payable under the Agreement is equal to an annual
rate of 0.70% of the Fund's average daily net assets, computed and accrued daily
and payable monthly. For the six months ended March 31, 2000, the fee pursuant
to the Agreement amounted to $1,574,757, of which $548,779 is unpaid at March
31, 2000.

Distribution Service Agreement. In accordance with Rule 12b-1 under the
Investment Company Act of 1940, Kemper Distributors, Inc. ("KDI"), a subsidiary
of the Adviser, receives a fee of 0.75% of average daily net assets of Classes B
and C. Pursuant to the agreement, KDI enters into related selling group
agreements with various firms at various rates for sales of Class B and C


                                       26
<PAGE>

shares.
For the six months ended March 31, 2000, the Distribution Fee was as follows:

                                                Fees waived by       Unpaid at
       Distribution Fee     Total Aggregated         KDI         March 31, 2000
--------------------------  ----------------   ---------------   ---------------
Class B .................   $      106,068     $        7,228    $       20,914
Class C .................           22,361              1,863             8,454
                            $      128,429     $        9,091    $       29,368


Underwriting Agreement and Contingent Deferred Sales Charge. KDI is the
principal underwriter for Classes A, B and C. Underwriting commissions paid in
connection with the distribution of Class A shares for the six months ended
March 31, 2000 aggregated $46,381, of which $37,039 was paid to other firms.

In addition, KDI receives any contingent deferred sales charge (CDSC) from Class
B share redemptions occurring within six years of purchase and Class C share
redemptions occurring within one year of purchase. There is no such charge upon
redemption of any share appreciation or reinvested dividends. Contingent
deferred sales charges are based on declining rates ranging from 4% to 1% for
Class B and 1% for Class C, of the value of the shares redeemed. For the six
months ended March 31, 2000, the CDSC for Classes B and C aggregated $69,102 and
$515, respectively.

Administrative Service Fees. KDI provides information and administrative
services to Classes A, B and C shareholders at an annual rate of up to 0.25% of
average daily net assets for each such class. KDI in turn has various agreements
with financial services firms that provide these services and pays these firms
based upon the assets of shareholder accounts the firms service. For the six
months ended March 31, 2000, the Administrative Service Fee was as follows:

                                               Fees waived by       Unpaid at
Administrative Service Fees  Total Aggregated       KDI         March 31, 2000
----------------------------  ---------------  ---------------   ---------------
Class A ...................   $       50,300   $       39,888    $           --
Class B ...................           36,031           36,031                --
Class C ...................            7,454            7,454                --
                              $       93,785   $       83,373    $           --


Shareholder Services Fees. Kemper Service Company ("KSC"), an affiliate of the
Adviser, is the transfer, dividend-paying and shareholder service agent for



                                       27
<PAGE>

the Fund's Classes A, B and C Shares. For the six months ended March 31, 2000,
the amount charged to Classes A, B and C by KSC aggregated $94,491, $54,220, and
$18,718, respectively, of which $45,144, $26,070, and $18,063, respectively is
unpaid at March 31, 2000. Scudder Service Corporation ("SSC"), a subsidiary of
the Adviser, is the transfer, dividend-paying and shareholder service agent for
the Scudder Shares. For the six months ended March 31, 2000, the amount charged
to the Scudder Shares by SSC for shareholder services aggregated $377,836, of
which $80,302 is unpaid at March 31, 2000.

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 Scudder Shares of the Fund. For the six
months ended March 31, 2000, the amount charged to the Scudder Shares by STC
aggregated $669,904, of which $344,178 is unpaid at March 31, 2000.

Fund Accounting Fees. 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 six months ended March 31, 2000, the amount charged to the Fund by SFAC
aggregated $65,170, none of which is unpaid at March 31, 2000.

Trustees Fees. The Fund pays each of its Trustees not affiliated with the
Adviser an annual retainer plus specified amounts for attended board and
committee meetings. For the six months ended March 31, 2000, the Trustees fees
and expenses aggregated $26,169.

                                       28
<PAGE>

D. Capital Share Transactions

The following table summarizes shares of beneficial interest and dollar activity
in the Fund:

<TABLE>
<CAPTION>
                     SIx Months Ended March 31, 2000    Year Ended September 30, 1999
                 ----------------------------------------------------------------------
                        Shares          Dollars          Shares           Dollars
Shares sold
----------------------------------------------------------------------------------------
<S>                   <C>          <C>                 <C>           <C>
Scudder Shares        1,403,806    $  32,400,366        5,568,655    $ 131,356,073
Class A .......         815,105       18,956,357        4,906,004      115,981,063
Class B .......         284,918        6,572,859          901,601       21,274,145
Class C .......         165,606        3,826,431        2,262,454       52,988,891
                    ------------   --------------     ------------   --------------
                      2,669,435       61,756,013       13,638,714      321,600,172
                    ------------   --------------     ------------   --------------

Shares issued to shareholders in reinvestment of distributions
----------------------------------------------------------------------------------------
Scudder Shares          702,006    $  16,026,800        1,010,122    $  23,313,600
Class A .......          71,089        1,625,091           59,448        1,372,649
Class B .......          43,356          988,519           43,529        1,004,640
Class C .......           8,224          187,841            9,689          223,904
                    ------------   --------------     ------------   --------------
                        824,675       18,828,251        1,122,788       25,914,793
                    ------------   --------------     ------------   --------------

Shares redeemed
----------------------------------------------------------------------------------------
Scudder Shares       (5,788,748)   $(133,469,221)     (10,886,073)   $(258,426,354)
Class A .......      (1,053,199)     (24,378,793)      (4,451,976)    (104,695,242)
Class B .......        (440,880)     (10,103,670)        (518,518)     (12,396,396)
Class C .......        (123,210)      (2,839,037)      (2,181,822)     (51,292,326)
                    ------------   --------------     ------------   --------------
                     (7,406,037)    (170,790,721)     (18,038,389)    (426,810,318)
                    ------------   --------------     ------------   --------------

Net increase (decrease)
----------------------------------------------------------------------------------------
Scudder Shares       (3,682,936)   $ (85,042,055)      (4,307,296)   $(103,756,681)
Class A .......        (167,005)      (3,797,345)         513,476       12,658,470
Class B .......        (112,606)      (2,542,292)         426,612        9,882,389
Class C .......          50,620        1,175,235           90,321        1,920,469
                    ------------   --------------     ------------   --------------
                     (3,911,927)   $ (90,206,457)      (3,276,887)   $ (79,295,353)
                    ------------   --------------     ------------   --------------
</TABLE>


E. Expense Off-Set Arrangements

The Fund has entered into arrangements with its custodian and transfer agent
whereby credits realized as a result of uninvested cash balances were used to
reduce a portion of the Fund's expenses. During the six months ended



                                       29
<PAGE>

March 31, 2000, the Fund's custodian and transfer agent fees were reduced by $8
and $7,062, respectively, under these new arrangements.

F. Line of Credit

The Fund and several Scudder Funds (the "Participants") share in a $1 billion
revolving credit facility for temporary or emergency purposes, including the
meeting of redemption requests that otherwise might require the untimely
disposition of securities. The Participants are charged an annual commitment fee
which is allocated among each of the Participants. Interest is calculated based
on the market rates at the time of the borrowing. The Fund may borrow up to a
maximum of 33 percent of its net assets under the agreement.



                                       30
<PAGE>


Officers and Trustees
--------------------------------------------------------------------------------

 Linda C. Coughlin*                         Ann M. McCreary*
   o  President                               o  Vice President

 Sheryle J. Bolton                          Kathleen T. Millard*
   o  Trustee; Chief Executive                o  Vice President
      Officer, Scientific Learning
      Corporation                           Lois F. Roman*
                                              o  Vice President
 William T. Burgin
   o  Trustee; General Partner,             Robert D. Tymoczko*
      Bessemer Venture Partners               o  Vice President

 Keith R. Fox                               John Millette*
   o  Trustee; General Partner, The           o  Vice President and Secretary
      Exeter Group of Funds
                                            John R. Hebble*
 William H. Luers                             o  Treasurer
   o  Trustee; Chairman and President
      of the U.N. Association of            Caroline Pearson*
      America                                 o  Assistant Secretary

 Kathryn L. Quirk*                          *Scudder Kemper Investments, Inc.
   o  Trustee, Vice President and
      Assistant Secretary

 Joan E. Spero
   o  Trustee; President, Doris Duke
      Charitable Foundation

 Paul Bancroft III
   o  Honorary Trustee; Venture
      Capitalist and Consultant

 Thomas J. Devine
   o  Honorary Trustee; Consultant

 Wilson Nolen
   o  Honorary Trustee; Consultant

 Robert G. Stone, Jr.
   o  Honorary Trustee; Chairman
      Emeritus and Director, Kirby
      Corporation



                                       31
<PAGE>
Investment Products and Services
--------------------------------------------------------------------------------
1-800-SCUDDER                                                    www.scudder.com

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
The Scudder Family of Funds+++
--------------------------------------------------------------------------------
<S>                                                 <C>
 Money Market                                       U.S. Growth and Income
   Scudder U.S. Treasury Money Fund                   Scudder Balanced Fund
   Scudder Cash Investment Trust                      Scudder Dividend & Growth Fund
   Scudder Money Market Series --                     Scudder Growth and Income Fund***
    Prime Reserve Shares*                             Scudder Select 500 Fund
    Premium Shares*                                   Scudder S&P 500 Index Fund
    Managed Shares*                                   Scudder Real Estate Investment Fund
   Scudder Government Money Market
    Series -- Managed Shares*                       U.S. Growth
                                                    Value
 Tax Free Money Market+                               Scudder Large Company Value Fund
   Scudder Tax Free Money Fund                        Scudder Value Fund***
   Scudder Tax Free Money Market                      Scudder Small Company Value Fund
    Series -- Managed Shares*                         Scudder Micro Cap Fund
   Scudder California Tax Free Money Fund**         Growth
   Scudder New York Tax Free Money Fund**             Scudder Classic Growth Fund***
                                                      Scudder Large Company Growth Fund***
 Tax Free+                                            Scudder Select 1000 Growth Fund
   Scudder Limited Term Tax Free Fund                 Scudder Development Fund
   Scudder Medium Term Tax Free Fund                  Scudder 21st Century Growth Fund
   Scudder Managed Municipal Bonds
   Scudder High Yield Tax Free Fund                 Global Equity
   Scudder California Tax Free Fund**               Worldwide
   Scudder Massachusetts Limited Term                 Scudder Global Fund
    Tax Free Fund**                                   Scudder International Value Fund
   Scudder Massachusetts Tax Free Fund**              Scudder International Growth and
   Scudder New York Tax Free Fund**                    Income Fund
   Scudder Ohio Tax Free Fund**                       Scudder International Fund++
                                                      Scudder International Growth Fund
 U.S. Income                                          Scudder Global Discovery Fund***
   Scudder Short Term Bond Fund                       Scudder Emerging Markets Growth Fund
   Scudder GNMA Fund                                  Scudder Gold Fund
   Scudder Income Fund                              Regional
   Scudder Corporate Bond Fund                        Scudder Greater Europe Growth Fund
   Scudder High Yield Bond Fund                       Scudder Pacific Opportunities Fund
                                                      Scudder Latin America Fund
 Global Income                                        The Japan Fund, Inc.
   Scudder Global Bond Fund
   Scudder International Bond Fund                  Industry Sector Funds
   Scudder Emerging Markets Income Fund             Choice Series
                                                      Scudder Financial Services Fund
 Asset Allocation                                     Scudder Health Care Fund
   Scudder Pathway Conservative Portfolio             Scudder Technology Fund
   Scudder Pathway Balanced Portfolio
   Scudder Pathway Growth Portfolio                 Preferred Series
                                                      Scudder Tax Managed Growth Fund
                                                      Scudder Tax Managed Small Company Fund
</TABLE>



                                       32
<PAGE>

--------------------------------------------------------------------------------
1-800-SCUDDER                                                    www.scudder.com

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Retirement Programs and Education Accounts
--------------------------------------------------------------------------------
 Retirement Programs                              Education Accounts
   Traditional IRA                                  Education IRA
   Roth IRA                                         UGMA/UTMA
   SEP-IRA                                          IRA for Minors
   Inherited IRA
   Keogh Plan
   401(k), 403(b) Plans
   Variable Annuities
    Scudder Horizon Plan**+++ +++
    Scudder Horizon Advantage**+++ +++ +++


<TABLE>
<CAPTION>
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Closed-End Funds#
-----------------------------------------------------------------------------------------
<S>                                                 <C>
   The Argentina Fund, Inc.                         Montgomery Street Income Securities, Inc.
   The Brazil Fund, Inc.                            Scudder Global High Income Fund, Inc.
   The Korea Fund, Inc.                             Scudder New Asia Fund, Inc.
</TABLE>

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.

+++           Funds within categories are listed in order from expected least
              risk to most risk. Certain Scudder funds or classes thereof may
              not be available for purchase or exchange.

+             A portion of the income from the tax-free funds may be subject to
              federal, state, and local taxes.

*             A class of shares of the fund.

**            Not available in all states.

***           Only the Scudder Shares of the fund are part of the Scudder Family
              of Funds.

++            Only the International Shares of the fund are part of the Scudder
              Family of Funds.

+++ +++       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.

+++ +++ +++   A no-load variable annuity contract issued by Glenbrook Life and
              Annuity Company and underwritten by Allstate Financial Services,
              Inc., sold by Scudder's insurance agencies, 1-800-225-2470.

#             These funds, advised by Scudder Kemper Investments, Inc., are
              traded on the New York Stock Exchange and, in some cases, on
              various other stock exchanges.



                                       33
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Scudder Solutions
--------------------------------------------------------------------------------
1-800-SCUDDER                                                    www.scudder.com

         Convenient  Automatic Investment Plan
    ways to invest,
        quickly and  A convenient investment program in which money is
           reliably  electronically debited from your bank account monthly to
                     regularly purchase fund shares and "dollar cost average" --
                     buy more shares when the fund's price is lower and fewer
                     when it's higher, which can reduce your average purchase
                     price over time.*

                     Automatic Dividend Transfer

                     The most timely, reliable, and convenient way to purchase
                     shares -- use distributions from one Scudder fund to
                     purchase shares in another, automatically (accounts with
                     identical registrations or the same social security or tax
                     identification number).

                     QuickBuy

                     Lets you purchase Scudder fund shares electronically,
                     avoiding potential mailing delays; money for each of your
                     transactions is electronically debited from a previously
                     designated bank account.

                     Payroll Deduction and Direct Deposit

                     Have all or part of your paycheck -- even government checks
                     -- invested in up to four Scudder funds at one time.

                     *  Dollar cost averaging involves continuous investment in
                        securities regardless of price fluctuations and does not
                        assure a profit or protect against loss in declining
                        markets. Investors should consider their ability to
                        continue such a plan through periods of low price
                        levels.



        Around-the-  Scudder Automated Information Line: SAIL(TM) --
   clock electronic  1-800-343-2890
            account
        service and  Personalized account information, the ability to exchange
       information,  or redeem shares, and information on other Scudder funds
     including some  and services via touchtone telephone.
       transactions
                     Scudder's Web Site -- www.scudder.com

                     Personal Investment Organizer: Offering account information
                     and transactions, interactive worksheets, prospectuses and
                     applications for all Scudder funds, plus your current asset
                     allocation, whenever your need them. Scudder's site also
                     provides news about Scudder funds, retirement planning
                     information, and more.



                                       34
<PAGE>

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1-800-SCUDDER                                                    www.scudder.com

       Retirees and  Automatic Withdrawal Plan
   those who depend
      on investment  You designate the bank account, determine the schedule (as
       proceeds for  frequently as once a month) and amount of the redemptions,
    living expenses  and Scudder does the rest.
    can enjoy these
        convenient,  Distributions Direct
        timely, and
           reliable  Automatically deposits your fund distributions into the
          automated  bank account you designate within three business days after
         withdrawal  each distribution is paid.
           programs
                     QuickSell

                     Provides speedy access to your money by electronically
                     crediting your redemption proceeds to the bank account you
                     previously designated.


           For more  Call a Scudder representative at
  information about  1-800-SCUDDER
     these services
                     Or visit our Web site at
                     www.scudder.com


     Please address  The Scudder Funds
        all written  PO Box 2291
     correspondence  Boston, Massachusetts
                 to  02107-2291



                                       35
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Notes
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Notes
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Notes
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Notes
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<PAGE>

About the Fund's Adviser

Scudder Kemper Investments, Inc. is one of the largest and most experienced
investment management organizations worldwide, managing more than $290 billion
in assets globally for mutual fund investors, retirement and pension plans,
institutional and corporate clients, insurance companies, and private family and
individual accounts.

Scudder Kemper Investments has a rich heritage of innovation, integrity, and
client-focused service. In 1997, Scudder, Stevens & Clark, Inc., founded over 80
years ago as one of the nation's first investment counsel organizations, joined
the Zurich Financial Services Group. As a result, Zurich's subsidiary, Zurich
Kemper Investments, Inc., with 50 years of mutual fund and investment management
experience, was combined with Scudder. Headquartered in New York, Scudder Kemper
Investments offers a full range of investment counsel and asset management
capabilities, based on a combination of proprietary research and disciplined,
long-term investment strategies. With its global investment resources and
perspective, the firm seeks opportunities in markets throughout the world to
meet the needs of investors.

Scudder Kemper Investments, Inc., the global asset management firm, is a member
of the Zurich Financial Services Group. The Zurich Financial Services Group is
an internationally recognized leader in financial services, including
property/casualty and life insurance, reinsurance, and asset management.

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

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




SCUDDER
INVESTMENTS(SM)
[LOGO]


PO Box 2291
Boston, MA 02107-2291
1-800-SCUDDER
www.scudder.com

A member of the [LOGO] Zurich Financial Services Group



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